File Ref. #049
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CONTRACT
GRANT NO.
By and Between
THE UNIVERSITY OF FLORIDA
Acting for and on Behalf of the
Board of Regents
A Public Corporation of the
State of Florida
and
THE CITY OF MIAMI BEACH, FLORIDA
A Municipal Corporation of the
State of Florida
THIS AGREEMENT is made this ;2 ND day of l;1 A ttc..-4-
, 1998 by and
between the CITY OF MIAMI BEACH, FLORIDA (CITY), which term shall include its officials,
successors, legal representatives, and assigns, and THE UNIVERSITY OF FLORIDA
(UNIVERSITY).
SECTION 1
DEFINITIONS
Agreement:
This written Agreement between the CITY and the UNIVERSITY.
City M~nager:
"City Manager" means the Chief Administrative Officer of the CITY.
University:
For the purposes of this Agreement, UNIVERSITY shall be deemed to be
an independent contractor, and not an agent or employee of the CITY.
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Final Acceptance: "Final Acceptance" means notice from the CITY to the UNIVERSITY that
the UNIVERSITY'S Services are complete, as same are set forth in
Section 2 and Exhibits "A" and "B" of this Agreement.
Fixed Fee:
Fixed amount paid to the UNIVERSITY to allow for its costs and margin
of profit.
Project
Coordinator:
An individual designated by the City Commission to coordinate, direct
and review on behalf of the CITY all technical matters involved in the
Services.
Services:
All services, work and actions by the UNIVERSITY performed pursuant
to or undertaken under this Agreement described in Section 2 and
Exhibits "A" and "B" hereto.
Termination:
Termination of UNIVERSITY Services as provided in Subsection 4.9 of
this Agreement.
Task:
A discrete portion of the Services to be accomplished by the
- UNIVERSITY, as described in Section 2 and Exhibits "A" and "B" hereto,
as directed and authorized by the CITY.
SECTION 2
SCOPE OF WORK (SERVICES)
The scope of the work is identified as PROJECT 1: Recreation, Intermodal Transit &
Parking at Collins Avenue, between Blocks 4500 and 4700 (City property), and PROJECT 2:
Intermodal Transit, Parking, and Retail Facilities at site between Collins Avenue, Indian Creek
Road, 43rd and 44th Streets (west of Fontainbleau Hotel), which is described in separate pages
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incorporated into this Agreement as EXHIBIT "A" AND EXHIBIT "B" respectively (collectively,
the Projects). These Projects will be a component of a future study which has been identified
by the CITY as "Transportation and Land Use Corridor Enhancement for Collins Avenue (SR
A 1 A) / Indian Creek Corridor from 26th Street to 63rd Street" which is not part of this
Agreement. In addition, it is stipulated that: 1) The CITY will provide the data bases (i.e.
subdivision, zoning and topographical maps, aerial photographs, zoning ordinance and other
planning and technical documents) for all buildings and sites which are to be part of the
PROJECTS; and 2) That the Planning Department of the City of Miami Beach, will serve as the
CITY'S liaison for the PROJECTS, and will coordinate the public involvement process in the
PROJECTS.
SECTION 3
COMPENSA liON
3.1
FIXED FEE
The UNIVERSITY shall be compensated for the Services performed herein on a fixed
fee basis. T~e, CITY agrees to pay the UNIVERSITY $9,925.00, which represents
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approximately 35% of the total value of the PROJECTS, estimated at $28,225.00. The
UNIVERSITY reserves the right to make changes between and among categories within the
line item budget to most efficiently accomplish the intent of this work.
3.2
METHOD OF PA YMENI
The CITY shall reimburse the UNIVERSITY in three payments of $3,308.33. The first
payment shall be made on or before january 30, 1998; the second payment on or before
March 15, 1998; and the third payment on or before June 15, 1998. Payments shall be made
to the University of Florida and sent to:
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Fiscal Agreements Officer
128 Grinter Hall
Gainesville, Florida 32611
Payment shall be made monthly to the UNIVERSITY pursuant to invoices or other
submissions by the UNIVERSITY which detail or represent the completion of those phases of
the Services, as set forth in Section 2 and Exhibits "A" and "B."
Specific milestones shall include the submission of an invoice documenting the
completion of the proportion of the Services performed. All submissions shall contain a
statement that the items set forth therein are true and correct and in accordance with the
Agreement.
SECTION 4
GENERAL PROVISIONS
4.1
EMPLOYMENT OF THE UNIVERSITY/PROIECT MANAGEMENT
The CITY agrees to engage the UNIVERSITY and the UNIVERSITY agrees to perform
the Services hereafter set forth in connection with the PROJECTS. The Services shall be
performed by the UNIVERSITY'S College of Architecture under the direction of Alvaro Malo,
hereinafter referred to as the Principal Investigator. The Principal Investigator shall be fully
responsible for the day-to-day activities under this Agreement and shall serve as the primary
contact with the CITY'S Project Coordinator.
4.2
STUDENT WORK
It is acknowledged by both the UNIVERSITY and the CITY that the PROJECTS will be
conducted primarily by students and are in no way intended to compete with services
provided by the professional architectural and planning community in the State of Florida.
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4.3 DURATION AND EXTENT OF AGREEMENT
The term of this Agreement shall commence on January _, 1998, and terminate on
June 30, 1998. Provided, however, that as to any additional services requested by the CITY
within such term, such services may be completed beyond such term, as mutually agreed to
in writing by the parties, prior to their commencement.
4.4 TIME OF COMPLETION
The Services to be rendered by the UNIVERSITY shall be commenced upon receipt of
a written Notice to Proceed from the CITY subsequent to the execution of this Agreement, and
UNIVERSITY shall adhere to the schedule as referenced by Exhibits "A" and "B" hereto.
A reasonable extension of time shall be granted in the event the work of the
UNIVERSITY is delayed or prevented by the CITY or by any circumstances beyond the
reasonable control of the UNIVERSITY, including weather conditions or acts of God which
render performance of the UNIVERSITY'S duties impracticable.
4.5 NOTICE TO PROCEED
Unless directed by the CITY otherwise, the UNIVERSITY shall proceed with work on
the Services only Gpon issuance of a Notice to Proceed by the CITY.
4.6 OWNERSHIP OF DOCUMENTS AND EQUIPMENT
All documents prepared by the UNIVERSITY pursuant to this Agreement are related
exclusively to the Services described herein, and are intended or represented for ownership
by the CITY. Any reuse by UNIVERSITY or the parties shall be approved in writing by the
CITY.
4.7 LIABILITY
The UNIVERSITY assumes any and all risks of personal injury and property damage
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attributable to the negligent acts or omissions of the UNIVERSITY and the officers, employees,
servants, and agents thereof. The UNIVERSITY, as a state agency, warrants and represents that
it is self-funded for liability insurance, both public and property, with such protection being
applicable to the UNIVERSITY'S officers, employees, servants and agents while acting within
the scope of their employment by the UNIVERSITY. The UNIVERSITY and the CITY further
agree that nothing contained herein shall be construed or interpreted as (1) denying to either
party and remedy of defense available to such party under the laws of the State of Florida; (2)
the consent of the State of Florida beyond the waiver provided in Section 768.28, Florida
Statutes (1985).
4.8
FI NAl ACCEPTANCE
When the Services have been completed, the UNIVERSITY shall so advise the CITY in
writing. Final Acceptance shall not constitute a waiver or abandonment of any rights or
remedies available to the CITY under any other Section of this Agreement.
4.9 TERMINATION. SUSPENSION AND SANCTIONS
4.9.1 Termination for Cause
If through ~ any cause within the reasonable control of the UNIVERSITY, the
UNIVERSITY shall fail to fulfill in a timely manner, or otherwise violate any of the covenants,
agreements, or stipulations material to this Agreement, the CITY shall thereupon have the right
to terminate the Services then remaining to be performed. Prior to exercising its option to
terminate for cause, the CITY shall notify the UNIVERSITY of its violation of the particular
terms of this Agreement and shall grant the UNIVERSITY ten (10) days to cure such default.
If such default remains uncured after (10) days, the CITY may terminate this Agreement
without further notice to the UNIVERSITY.
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In that event, all finished and unfinished documents, data, studies, surveys, drawings,
maps, models, photographs, reports and other work products prepared by the UNIVERSITY
and its subcontractors shall be properly delivered to the CITY and the CITY shall compensate
the UNIVERSITY in accordance with Section 3 for all Services satisfactorily performed by the
UNIVERSITY prior the date of the Notice of Termination.
Notwithstanding the above, the UNIVERSITY shall not be relieved of liability to the
CITY for damages sustained by the CITY by virtue of any breach of the Agreement by the
UNIVERSITY and the CITY may reasonably withhold payments to the UNIVERSITY for the
purposes of set-off until such time as the exact amount of damages due the CITY from the
UNIVERSITY is determined.
4.9.2 Termination for Convenience of CITY
The CITY may also, for its convenience and without cause, terminate the Services then
remaining to be performed at any time by giving written notice to UNIVERSITY of such
termination, which shall become effective thirty (30) days following receipt by UNIVERSITY
of the written termination notice. In that event, all finished or unfinished documents and other
materials as described in Section 2 and Exhibits "A" and "B" shall be properly delivered to the
CITY. If the Agreement is terminated by the CITY as provided in this Subsection, the CITY shall
compensate the UNIVERSITY for all Services satisfactorily performed by the UNIVERSITY.
Such payment shall be the total extent of the CITY'S liability to the UNIVERSITY upon a
Termination for Convenience, as provided for in this Subsection.
4.9.3 Changes and Additions
Each such change shall be directed by a written Notice signed by the duly authorized
representatives of the UNIVERSITY. Said Notices shall provide an equitable adjustment in the
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time of performance, a reallocation of the task budget and, if applicable, any provision of this
Agreement which is affected by said Notice. The CITY shall not reimburse the UNIVERSITY
for the cost of preparing Agreement change documents, written Notices to Proceed, or other
documentation in this regard.
4.10 ASSIGNMENT, TRANSFER OR SUBCONTRACTING
The UNIVERSITY shall not subcontract, assign, or transfer any work under this
Agreement without the prior written consent of the CITY.
4.11 SUB-CONSULTANTS
The UNIVERSITY shall be liable for the UNIVERSITY'S services, responsibilities and
liabilities under this Agreement and the services, responsibilities and liabilities of
Subconsultants, and any other person or entity acting under the direction or control of the
UNIVERSITY. When the term "UNIVERSITY" is used in this Agreement, it shall also be
deemed to include any Subconsultants and any other person or entity acting under the
direction or control of UNIVERSITY.
4.12 EQUAL EMPLOYMENT OPPORTUNITY
In connection with the performance of this Agreement, the UNIVERSITY shall not
discriminate against any employee or applicant for employment because of race, color,
religion, ancestry, sex, age, national origin, place of birth, marital status, or physical handicap.
The UNIVERSITY shall take affirmative action to ensure that applicants are employed and that
employees are treated during their employment without regard to their race, color, religion,
ancestry, sex, age, national origin, place of birth, marital status, disability, or sexual
orientation. Such action shall include, but not be limited to the following: employment,
upgrading, demotion, or termination; recruitment or recruitment advertising; layoff or
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termination; rates of pay, or other forms of compensation; and selection for training, including
apprenticeship.
4.13 CONFLICT OF INTEREST
The UNIVERSITY agrees to adhere to and be governed by the Miami-Dade County
Conflict of Interest Ordinance (No. 72-82), as amended; and by the City of Miami Beach
Charter and Code, which are incorporated by reference herein as if fully set forth herein, in
connection with the Agreement conditions hereunder.
The UNIVERSITY covenants that it presently has no interest and shall not acquire any
interest, direct or indirectly which should conflict in any manner or degree with the
performance of the Services. The UNIVERSITY further covenants that in the performance of
this Agreement, no person having any such interest shall knowingly be employed by the
UNIVERSITY. No member of or delegate to the Congress of the United States shall be
admitted to any share or part of this Agreement or to any benefits arising therefrom.
4.14 PATENT RIGHTS; COPYRIGHTS; CONfiDENTIAL fiNDINGS
Any patentable result arising out of this Agreement, as well as all information, design
specifications, proc-esses, data and findings, shall be made available to the CITY for public use.
No reports, other documents, articles or devices produced in whole or in part under
this Agreement shall be the subject of any application for copyright or patent by or on behalf
of the UNIVERSITY or its employees or subcontractors.
4.15 NOTICES
All communications relating to the day-to-day activities shall be exchanged between
the Principal Investigator appointed by UNIVERSITY and the Project Coordinator designated
by the CITY. The UNIVERSITY'S Principal Investigator and the CITY'S Project Coordinator
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shall be designated promptly upon commencement of the Services.
All other notices and communications in writing required or permitted hereunder may
be delivered personally to the representatives of the UNIVERSITY and the CITY listed below
or may be mailed by registered mail, postage prepaid (or airmailed if addressed to an address
outside of the city of dispatch).
Until changed by notice in writing, all such notices and communications shall be addressed
as follows:
TO UNIVERSITY:
University of Florida
Attn: Sandra Goldstein
219 Grinter Hall, P.O. Box 115500
Gainesville, Florida 32611
(352)).21-- 1582
TO CITY:
City of Miami Beach
Attn:
1700 Convention Center Drive, DDHPS
Miami Beach, FL 33139
(305) 673-7193
WITH COPIES TO:
Office of the City Attorney
Attn: Murray H. Dubbin, Interim City Attorney
City of Miami Beach
1 700 Convention Center Drive
Miami Beach, FL 33139
Notices hereunder shall be effective:
If delivered personally, on delivery; if mailed to an address in the city of
dispatch, on the day following the date mailed; and if mailed to an address
outside the city of dispatch on the seventh day following the date mailed.
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4.16 LITIGATION IURISDICTIONIVENUE
This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action
is necessary by either party with respect to the enforcement of any or all of the terms or
conditions herein exclusive venue for the enforcement of same shall lie in Miami-Dade
County, Florida.
4.17 ENTIRETY OF AGREEMENT
This writing and the Services embody the entire Agreement and understanding between
the parties hereto, and there are no other agreements and understandings, oral or written with
reference to the subject matter hereof that are not merged herein and superseded hereby.
No alteration, change, or modification of the terms of this Agreement shall be valid
unless amended in writing, signed by both parties hereto, and approved by the City Manager
or, as required, the City Commission of the City of Miami Beach.
This Agreement, shall be governed by and construed according to the laws of the State
of Florida.
4.18 LIMITATION OF CITY'S LIABILITY
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The CITY desires to enter into this Agreement only if in so doing the CITY can place
a limit on the 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 sum
of $9,925.00. UNIVERSITY hereby expresses its willingness to enter into this Agreement with
UNIVERSITY'S recovery from the CITY for any damage action for breach of Agreement to be
limited to a maximum amount of $9,925.00, less the amount of all funds actually paid by the
CITY to UNIVERSITY pursuant to this Agreement.
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Accordingly, and notwithstanding any other term or condition of this Agreement,
UNIVERSITY hereby agrees that the CITY shall not be liable to the UNIVERSITY for damages
in an amount in excess of $9,925.00, which amount shall be reduced by the amount actually
paid by the CITY to UNIVERSITY pursuant to this Agreement, for any action or claim for
breach of Agreement arising out of the performance or non-performance of any obligations
imposed upon the CITY by this Agreement. Nothing contained in this paragraph or elsewhere
in this Agreement is in any way intended to be a waiver of the limitation placed upon the
CITY'S liability as set forth in Section 768.28, Florida Statutes,
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their appropriate officials, as of the date first entered above.
FOR CITY:
CITY OF MIAMI BEACH, flORI DA
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EXHIBIT A
PROJECT 1: Recreation, Intermodal Transit & Parking at Collins A venue,
between Blocks 4500 and 4700 (City property)
Intentions:
. reevaluate water as a resource, and appropriate use of its potential for recreation,
environmental protection, urban mobility and transportation
. create a memorable civic space, descriptive of the city's geography, with strong sensual
and practical linkages between Indian Creek and the Beach
. optimize the public uses, services and investments in city owned property
1. Mapping (AutoCAD) of a segment of the corridor, Le. the stretch from 40th Street to 50th Street,
sufficiently large to set the context for Projects 1 and 2.
. Base mapping
. Detailed mapping of Project immediate area
. 3-D modeling, including scanned photographic survey
2. Analysis and mapping of natural factors:
. Bodies of water: cyclic and storm related changes and flows
. Seasonal sunlight, shading and temperature patterns
. Prevailing wind patterns
3. Survey and mapping of existing transportation pattern and rights-of-way, including proposed changes
under consideration:
. Public transportation
. Vehicular traffic
. Pedestrians and bicycles
. Water transportation
4. Urban design an..d site planning guidelines:
. Building form, existing and proposed: massing, heights, setbacks and street front character
. Natural factors: sunlight, ventilation, views
. Water edge character and water to land connections
. Accessibility: connections along and across corridor, intermodal transportation and parking
. Open space and landscaping coordinated with current Beach Walk Master Plan
5. Project 1: architectural programming, data collection and analysis to define design components:
. Recreational facilities
. Intermodal transportation and parking
. Public space & furnishings
6. Project 1: preliminary architectural design:
. Site plans
. Floor plans, elevations and sections
. 3-D modeling and material detailing
7. Summary Project Report
EXHIBIT B
PROJECT 2: Intermodal Transit, Parking & Retail Facilities at site between Collins
A venue, Indian Creek Road, 4yd and 44th Streets (west of Fontainbleau Hotel)
Intentions:
. promote the joint development potential of strategic sites along the corridor in
consideration of private and public interests
. optimize the distribution of multimodal transit nodes and links
. enhance the accessibility, safety and aesthetic character of facilities for pedestrians,
bicycles and watercraft
1. Mapping (AutoCAD) of a segment of the corridor, i.e. the stretch from 40th Street to 50th Street,
sufficiently large to set the context for Projects 1 and 2.
. Base mapping
. Detailed mapping of Project immediate area
. 3-D modeling, including scanned photographic survey
2. Analysis and mapping of natural factors:
. Bodies of water: cyclic and storm related changes and flows
. Seasonal sunlight, shading and temperature patterns
. Prevailing wind patterns
3. Survey and mapping of existing transportation pattern and rights-of-way, including proposed changes
under consideration:
. Public transportation
. Vehicular traffic
. Pedestrians and bicycles
. Water transportation
4. Urban design and site planning guidelines:
. Building form, existing and proposed: massing, heights, setbacks and street front character
. Natural factors: sunlight, ventilation, views
. Water edge character and water to land connections
. Accessibility: connections along and across corridor, intermodal transportation and parking
. Open space and landscaping
5. Project 2: architectural programming, data collection and analysis to define design components:
. Intermodal transportation and parking
. Joint development and retail facilities
. Public accessibility & furnishings
6. Project 2: preliminary architectural design:
. Site plans
. Floor plans and sections
. 3-D modeling and material detailing
7. Summary Project Report