File Ref. #199
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AGREEMENT BETWEEN
CITY OF MIAMI BEACH
AND
BIEDERMAN REDEVELOPMENT VENTURES CORP.
FOR
SOUTH BEACH BUSINESS IMPROVEMENT DISTRICT POTENTIAL ANALYSIS
THIS AGREEMENT made and entered into this ~ day of IYJ ~ ' 2000, by
and between the CITY OF MIAMI BEACH, FLORIDA (hereinafter referred to as City), having
its principal offices at 1700 Convention Center Drive, Miami Beach, Florida and Biederman
Redevelopment Ventures Corp., (hereinafter referred to as Contractor), whose address is 13 Turner
Drive, Chappaqua, NY 10514.
SECTION 1
DEFINITIONS
Services:
This written Agreement between the City and Contractor.
"City Manager" means the Chief Administrative Officer of the City.
All services, work and actions by Contractor performed pursuant to this
Agreement and as specifically described in Section 2 and Exhibit "A" herein.
Agreement:
City Manager:
SECTION 2
SCOPE OF WORK
The scope of work to be performed by Contractor is set forth in Exhibit "A," entitled "Scope of
Services" (Services).
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SECTION 3
COMPENSA TION
3.1 Fees
Contractor shall be compensated for the Services performed herein, pursuant to the rate
schedule set forth in Exhibit "B" hereto.
3.2 Method of Payment
Payment shall be made within thirty (30) days of submission of invoices to the ordering City
agencIes.
SECTION 4
GENERAL PROVISIONS
4.1 Responsibility of Contractor
With respect to the performance of the Services, Contractor shall exercise that degree of skill,
care, efficiency and diligence normally exercised by recognized professionals with respect to the
performance of comparable Services. In its performance of the Services, Contractor shall comply
with all applicable laws and ordinances, including but not limited to, applicable regulations of the
City, County, State, Federal Government, ADA, EEO Regulations and Guidelines.
4.2 Public Entity Crimes
A person or affiliate who has been placed on the convicted vendor list following a conviction
for public entity crimes may not submit a bid on a contract to provide any goods or services to a
public entity, may not submit a bid on a contract with a public entity for the construction or repair
of a public building or public work, may not submit bids on leases of real property to public entity,
may not be awarded or perform work as a contractor, supplier, sub-contractor, or consultant under
a contract with a public entity, and may not transact business with any public entity in excess of the
threshold amount provided in Sec. 287.017, for CATEGORY TWO for a period of36 months from
the date of being placed on the convicted vendor list.
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4.3 Duration and Extent of Agreement
The term of this Agreement shall be for a period of one hundred and eighty (180) days from
the date of execution of this Agreement.
4.4 TERMINATION
4.4.1 Termination for Cause
If Contractor 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 this Agreement. Prior to exercising its option to terminate for cause, the City shall
notify Contractor of its violation of the particular terms of this Agreement, and shall grant Contractor
seven (7) days to cure such default. If such default remains uncured after seven (7) days, the City,
upon three (3) days notice to Contractor, may terminate this Agreement.
4.4.2 Termination for Convenience of City
Notwithstanding Section 4.4.1, the City may, for its convenience and without cause,
terminate this Agreement at any time by giving written notice to Contractor of such termination,
which shall become effective seven (7) days following receipt by Contractor of the written
termination notice.
4.5 Equal Employment Opportunity
In connection with the performance of this Agreement, Contractor shall not discriminate
against any employee or applicant for employment because ofrace, color, religion, ancestry, sex,
national origin, place of birth, marital status, or physical handicap.
4.6 Entirety of Agreement
This writing and all exhibits hereto embody the entire Agreement and understanding between
the parties hereto, and there are no other agreements and understandings, oral or written with
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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 Commission of the City
of Miami Beach.
4.7 Indemnification
Contractor agrees to indemnify and hold harmless the City of Miami Beach and its officers,
employees and agents, from and against any and all actions, claims, liabilities, losses, and expenses,
including, but not limited to, attorneys' fees, for personal, economic or bodily injury, wrongful death,
loss of or damage to property, at law or in equity, which may arise or be alleged to have arisen from
the negligent acts, errors, omissions or other wrongful conduct of the Contractor, its employees,
agents, sub-consultants, or any other person or entity acting under Contractor's control, in connection
with the Contractor's performance of the Services pursuant to this Agreement; and to that extent, the
Consultant shall pay all such claims and losses and shall pay all such costs and attorneys' fees
expended by the City in the defense of such claims and losses, including appeals. The parties agree
that one percent (1 %) of the total compensation to the Contractor for performance of the Services
under this Agreement is the specific consideration from the City to the Contractor for the
Contractor's Indemnity Agreement.
The Contractor's obligation under this subsection shall not include the obligation to
indemnify the City of Miami Beach and its officers, employees and agents, from and against any
actions or claims which arise or are alleged to have arisen from negligent acts or omissions or other
wrongful conduct of the City and its officers, employees and agents. The parties each agree to give
the other party prompt notice of any claim coming to its knowledge that in any way directly or
indirectly affects the other party.
4.8 Limitation of City's 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
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Agreement, so that its liability for any such breach never exceeds the sum of $5,000. Contractor
hereby expresses its willingness to enter into this Agreement with Contractor's recovery from the
City for any damage action for breach of contract to be limited to a maximum amount of $5,000, less
the amount of all funds actually paid by the City to Contractor pursuant to this Agreement.
Accordingly, and notwithstanding any other term or condition of this Agreement, Contractor
hereby agrees that the City shall not be liable to the Contractor for damages in an amount in excess
of$5,000, which amount shall be reduced by the amount actually paid by the City to the Contractor
pursuant to this Agreement, for any action of claim for breach of contract arising out of the
performance or non-performance of any obligations imposed upon the City by this Agreement.
4.9 Insurance
The Contractor shall obtain, provide and maintain during the term of the proposed
Agreement, the following types and amounts of insurance issued by insurers licensed to sell
insurance in the State of Florida and having a B+ VI or higher rating in the latest edition of A.M.
Best's Insurance Guide. Any exceptions to these requirements must be approved by the City
Manager or designee.
1. Professional Liability (Errors and Omissions). Minimum of $1 ,000,000 per occurrence.
2. Worker's Compensation. A policy of Worker's Compensation and Employers Liability
Insurance in accordance with State worker's compensation laws.
4.10 Assignment. Transfer or Subcontracting
The Contractor shall not subcontract, assign, or transfer any work under this Agreement
without the prior written consent of the City.
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4.11 Notices
All notices and communications in writing required or permitted hereunder may be delivered
personally to the representatives of the Contractor and the City listed below or may be mailed by
registered mail, postage prepaid.
Until changed by notice in writing, all such notices and communications shall be addressed
as follows:
TO CONTRACTOR:
Daniel A. Biederman, President
BR V Corp.
13 Turner Drive
Chappaqua, NY 10514
TO CITY:
City of Miami Beach
Attn: City Clerk
1700 Convention Center Drive
Miami Beach, FL 33139
(305) 673-7411
WITH COPIES TO:
Office of the City Attorney
Attn: Murray H. Dubbin
City of Miami Beach
1700 Convention Center Drive
Miami Beach, FL 33139
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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:
ATTEST:
By: ~4~ /LJl<-
City Clerk
CITY OF MIAMI BEACH, FLORIDA
~
Mayor
By:
FOR CONTRACTOR:
ATTEST:
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Secretary
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By:
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President
Corporate Seal
APPROVED AS TO
FORiV, & LANGUAGE
& fOR EXECUTION
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EXHIBIT" A"
SCOPE OF SERVICES:
To provide to the City any useful findings from the following areas in the consultant's work plan:
. Review of Florida legislation on Business Improvement Districts (BIDs)
. Interview of selected stakeholders and City officials on past and current improvement efforts.
. Analysis of baseline services by all government agencies from waterline of Atlantic Ocean
to west side of Washington Avenue, along both sides of Collins Avenue to 23rd Street, and
both sides of Lincoln Road.
. Analysis of crime statistics covering all areas of study.
. Analysis of condition of capital plant from building line to building line in same areas.
. Testing of initial conclusions about appropriate revenue, expense and capital budgets,
boundaries and implied assessment rate, against views of elected and appointed officials and
stakeholders.
Services to be provided jointly to the City of Miami Beach/private sector stakeholders project; to
provide to the City recommendations on the following issues:
· City services to be included in the baseline of services assured to the private sector despite
the enhancements funded by the BID(s),
· Recommended phase-in schedule for the re-establishment of one or more BIDs in Miami
Beach.
· Role of City in the governance and management of the BIDs.
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EXHIBIT "B"
FEES:
A fee of $9,990, to be paid upon completion of the Scope in Exhibit A, or on a percentage of
completion basis, to be mutually agreed upon.
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