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96-22205 RESO RESOLUTION NO. 96-22205 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH URBAN RESOURCE GROUP, IN AN AMOUNT NOT TO EXCEED $101,500, FOR ARCHITECTURAL/ENGINEERING SERVICES FOR THE VENETIAN CAUSEWAY MASTER PLAN, AWARDED PURSUANT TO REQUEST FOR LETTERS OF INTEREST NO. 40-95/96. WHEREAS, the City issued a Request for Letters ofInterest (RFLI No. 40-95/96) on April 14, 1996, seeking professional architectural/engineering services for the Venetian Causeway Master Plan (Project); and WHEREAS, a selection committee comprised of representatives from the Venetian Islands Homeowners' Association; Planning, Design and Historic Preservation; and Engineering and Construction Management Departments reviewed the seven proposals submitted for this Project and recommended four firms for presentations; and WHEREAS, the selection committee interviewed the four firms on September 4, 1996 and selected Urban Resource Group as the recommended firm for this Project; and WHEREAS, funding is available from the Venetian Isles Landscape Improvements Capital Project Fund for this Project; and WHEREAS, the Administration has negotiated the attached Professional Services Agreement with Urban Resource Group, in an amount not to exceed $101,500. NOW THEREFORE BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and the City Clerk are authorized to execute the attached Professional Services Agreement with Urban Resource Group., in an amount not to exceed $101,500, for architectural/engineering services for the Venetian Causeway Master Plan. PASSED AND ADOPTED this MAYOR ATTEST: APPROVED AS TO FORM & LANGUAGE & FOR EXECU110N Qo~6 PClA-~ CITY CLERK {j -l,r~'- ~ Date CITY OF MIAMI BEACH I CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139 COMMISSION MEMORANDUM NO. ~ TO: Mayor Seymour Gelber and Memben of the City Commission DATE: November 20, 1996 FROM: Jose Garcia-Pedrosa City Manager ,/ SUBJECT: A Resolution Auth g the Mayor and the City Clerk to Execute an Agreement with the Top-Ranked Firm of Urban Resources Group, Pursuant to RFLI No. 40-95/96 for Providing Professional Architectural /Engineering Services for the Venetian Causeway Master Plan. ADMINISTRATION RECOMMENDATION: To approve the Resolution authorizing the execution of the Agreement. CONTRACT AMOUNT AND FUNDING: $101,500 (Not to Exceed) Funding is available from the Venetian Isles Landscape Improvements Capital Project Fund, Budget Account No. 366.2127.069358. BACKGROUND: At its meeting of September 11, 1996, the City Commission authorized the administration to enter into negotiations for a contract with the number-one ranked firm of Urban Resources Group to provide professional architectural/engineering services for the Venetian Causeway Master Plan. Urban Resource Group had originally submitted a cost proposal of $93,000, which did not include reimbursable expenses or supplemental services. Urban Resource Group met with City representatives on September 24, 1996 to refine the scope of services for this project, and to begin negotiations for the total fee. On October 29, 1996, Urban Resource Group submitted a revised proposal based upon the agreed scope of services, which includes supplemental services for project base mapping, planning and design analysis pertaining to the Dade Boulevard/17th Street intersection, architectural design criteria, and computer imaging of before and after conditions. ANALYSIS: Fee for Basic Services: $93,000 Includes Situation Assessment and Data CollectionlData Review, Workshop One, Roadway Design Services, Utility Analysis, Preparation of Schematic Planning and Design Studies, Workshop Two, Preparation of Finalized Master Plan, Final Presentations, and Final Master Plan Report. FUND APPROVED AGENDA ITEM ~ 1 L DATE--1J-20-l1~ Manage ent and Budg:;[ RFLI NO. 40-95/96 Page Two November 20, 1996 ANALYSIS: (Continued) Supplemental Services: (Included in Basic Services fee) Project Base Mapping Planning & Design Analysis- Dade Blvd/17th St. intersection Architectural Design Criteria Computer Imaging Reimbursable Expenses $ 8,500 Total Fees $101,500 (Not to Exceed) Fees for project design and construction documentation shall be determined upon the completion of the Master Plan. This will allow the estimation of these services to be based upon a defmed project size and scope. CONCLUSION: The Administration recommends that the Mayor and City Commission approve the attached Resolution authorizing the execution of an Agreement between the City of Miami Beach and Urban Resource Group, for roviding the professional architectural/engineering services for the Venetian Causeway Master Plan. ..., Attachment PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND URBAN RESOURCE GROUP FOR PROFESSIONAL ARCHITECTURAL/ENGINEERING SERVICES FOR THE VENETIAN CAUSEWAY MASTER PLAN THIS AGREEMENT made this 13th day of Feb., 1997 by and between the CITY OF MIAMI BEACH, FLORIDA (City), which term shall include its officials, successors, legal representatives, and assigns, and URBAN RESOURCE GROUP (Consultant). Agreement: City Manager: Consultant: Final Acceptance: Fixed Fee: \.'.c C SECTION 1 DEFINITIONS This written Agreement between the City and the Consultant. "City Manager" means the Chief Administrative officer of the City. F or the purposes of this Agreement, Consultant shall be deemed to be an independent contractor, and not an agent or employee of the City. "Final Acceptance" means notice from the City to the Consultant that the Consultant's Services are complete as provided in Section 2 of this Agreement. Fixed amount paid to the Consultant to allow for its costs and margin of profit. Project Coordinator: Proposal Documents: Risk Manager: Services: Termination: Task: An individual designated by the City Commission to coordinate, direct and review on behalf of the City all technical matters involved in the Scope of Work and Services. Proposal Documents shall mean the a) Request for Letters ofInterest No. 40 -95/96 for Professional Architectural/Engineering Services for the Venetian Causeway Master Plan, issued by the City, in contemplation of this Agreement, together with all amendments, and b) the Consultant's proposal and response (Proposal) which is incorporated by reference in this Agreement and made a part hereof. The Risk Manager of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139. All services, work and actions by the Consultant performed pursuant to or undertaken under this Agreement described in Section 2. Termination of Consultant Services as provided in Section 4.9 of this Agreement. A discrete portion of the Scope of Services to be accomplished by the Consultant, as described in Section 2 below, if directed and authorized. " -2- SECTION 2 SCOPE OF WORK AND SERVICES REOUIRED The scope of work for this project to be performed by the Consultant is set forth in Exhibit "A," entitled "Scope of Services" (Services). SECTION 3 COMPENSATION 3.1 FEE Basic and Supplemental Services: Consultant shall be compensated for the Services as set forth in Exhibit "A" on a fixed fee basis not to exceed $93,000.00, plus up to $8,500 for reimbursable expenses. If the City proceeds to Phase II of this project, the fee shall be negotiated on a percentage of construction basis when the project budget is determined and approved. 3.2 METHOD OF PAYMENT Payment shall be made monthly to the Consultant pursuant to invoices by the Consultant in proportion to the percentage of the completion of those phases of the Project, as set forth in Exhibit "A". All invoices shall contain a statement that the representations made therein are true and correct and in accordance with the Agreement. Payments shall be made within thirty (30) days of submission of an invoice to the City. '7 -3- 4.1 SECTION 4 GENERAL PROVISIONS RESPONSIBILITY OF THE CONSULTANT With respect to the performance of the Services, the Consultant 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, the Consultant 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 State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes as available with the office of the City Clerk, shall be filed by Consultant. 4.3 PROJECT MANAGEMENT The Consultant shall appoint a qualified individual acceptable to the City to serve as Project Manager for the Services who shall be fully responsible for the day-to-day activities under this Agreement and who shall serve as the primary contact for the City's Project Coordinator. 4.4 DURATION AND EXTENT OF AGREEMENT The term of this Agreement shall be through the final acceptance of the Services. TIME OF COMPLETION 4.5 The Services to be rendered by the Consultant shall be commenced upon receipt of a written Notice to Proceed from the City subsequent to the execution of this Agreement, and Consultant shall adhere to the completion schedule as referenced by Exhibit liB" hereto. -4- A reasonable extension of time shall be granted in the event the work of the Consultant is delayed or prevented by the City or by any circwnstances beyond the reasonable control of the Consultant, including weather conditions or acts of God which render performance of the Consultant's duties impracticable. NOTICE TO PROCEED Unless directed by the City otherwise, the Consultant shall proceed with the work only upon issuance of a Notice to Proceed by the City. 4.6 4.7 OWNERSHIP OF DOCUMENTS AND EOUIPMENT All docwnents prepared by the Consultant pursuant to this Agreement are related exclusively to the Services described herein, and are intended or represented for ownership by the City. Any reuse shall be approved by the City. INDEMNIFICATION Consultant agrees to indemnify and hold hannless, 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, in law or in equity, which may arise or be alleged to have arisen from 4.8 the negligent acts, errors, omissions or other wrongful conduct of the Consultant, its employees, agents, sub-consultants, or any other person or entity acting under Consultant's control, in connection with the Consultant'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 judgements which may issue from any lawsuit arising from such claims and losses, and shall pay all 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 Consultant for performance of this -5- Agreement is the specific consideration from the City to the Consultant for the Consultant's Indemnity Agreement. The Consultant's obligation under this section 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. 4.9 INSURANCE REOUlREMENTS The Consultant shall not commence any work pursuant to this Agreement until all insurance required under this Section has been obtained and such insurance has been approved by the City's Risk Manager. The Consultant shall maintain and carry in full force during the term of this Agreement and throughout the duration of this project the following insurance: 1. Certificate of insurance of professional liability (errors and omissions) for a minimum of $500,000 per occurrence. 2. Consultant General Liability in the amount of $1,000,000.00 per occurrence for bodily injury and property damage (to include contractual products and completed operations). The City of Miami Beach must be named as an additional insured on this policy. A certified copy of the Consultant's (and any sub-consultants') Insurance Policy must be filed and approved by the Risk Manager prior to commencement. 3. Workers Compensation & Employers Liability as required pursuant to Florida statute. ~ -6- 4. Thirty (30) days written notice of cancellation or substantial modification in the insurance coverage must be given to the City's Risk Manager by the Consultant and his insurance company. 5. The insurance must be furnished by insurance companies authorized to do business in the State of Florida and approved by the City's Risk Manager. 6. Original certificates of insurance for the above coverage must be submitted to the City's Risk Manager for approval prior to any work commencing. These certificates will be kept on file in the office of the Risk Manager, 3rd Floor, City Hall. 7. The Consultant is responsible for obtaining and submitting all insurance certificates for their consultants. All insurance policies must be issued by companies authorized to do business under the laws of the State of Florida. The companies must be rated no less than "B+" as to management and not less than "Class VI" as to strength by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent, subject to the approval of the City's Risk Manager. Compliance with the foregoing requirements shall not relieve the Consultant of the liabilities and obligations under this Section or under any other portion of this Agreement, and the City shall have the right to obtain from the Consultant specimen copies of the insurance policies in the event that submitted certificates of insurance are inadequate to ascertain compliance with required overage. 4.9.1 Endorsements All of Consultant's certificates, above, shall contain endorsements providing that written notice shall be given to the City at least thirty (30) days prior to termination, cancellation or reduction in coverage in the policy. -7- 4.9.2 Certificates Unless directed by the City otherwise, the Consultant shall not commence any Services pursuant to this Agreement until the City has received and approved, in writing, certificates of insurance showing that the requirements of this Section (in its entirety) have been met and provided for. 4.10 FINAL ACCEPTANCE When the Consultant's Services have been completed, the Consultant shall so advise the City in writing. Final Acceptance shall not constitute a waiver or abandonment of any rights to remedies available to the City under any other Section of this Agreement. 4.11 TERMINA TION. SUSPENSION AND SANCTIONS 4.11.1 Termination for Cause If through any cause within the reasonable control of the Consultant, the Consultant 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 Agreement and the Services then remaining to be performed. Prior to exercising its option to terminate for cause, the City shall notify the Consultant of its violation of the particular terms of this Agreement and shall grant Consultant ten (10) days to cure such default. If such default remains uncured after ten (10) days, the City, upon seven days notice to Consultant, may terminate this Agreement. In that event, all finished and unfinished documents, data, studies, surveys, drawings, maps, models, photographs, reports and other work products prepared by the Consultant and its subcontractors shall be properly delivered to the City and the City shall compensate the Consultant in accordance with Section 3 for all Services performed by the Consultant prior to Termination. -8- Notwithstanding the above, the Consultant 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 Consultant and the City may reasonably withhold payments to the Consultant for the purposes of set off until such time as the exact amount of damages due the City from the Consultant is determined. 4.11.2 Termination for Convenience of City The City may, for its convenience and without cause, terminate the Agreement and the Services then remaining to be performed at any time by giving written notice to Consultant of such termination, which shall become effective seven (7) days following receipt by Consultant of the written termination notice. In that event, all finished or unfinished documents and other materials as described in Section 2 shall be properly delivered to the City. If the Agreement is terminated by the City as provided in this Section, the City shall compensate the Consultant for all Services actually performed by the Consultant and reasonable direct costs of Consultant for assembling and delivering to City all documents. Such payments shall be the total extent of the City's liability to the Consultant upon a termination as provided for in this Section. 4.11.3 Termination for Insolvency The City also reserves the right to terminate the Agreement and the remaining Services to be performed in the event the Consultant is placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors. In such event, the right and obligations for the parties shall be the same as provided for in Section 4.10.2. 4.11.4 Sanctions for Noncompliance with Nondiscrimination Provisions In the event of the Consultant's noncompliance with the nondiscrimination provisions of this Agreement, the City shall impose such sanctions as the City or the State of Florida may determine to be appropriate, including but not limited to withholding of payments to the Consultant under the -9- Agreement until the Consultant complies and/or cancellation, termination or suspension of the Services, in whole or in part. In the event the City cancels or terminates the Services pursuant to this Section the rights and obligations of the parties shall be the same as provided in Section 4.11.2. 4.11.5 Chan~es and Additions Each such change shall be directed by a written Notice signed by the duly authorized representatives of the Consultant. Said Notices shall provide an equitable adjustment in the 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 Consultant for the cost of preparing Agreement change documents, written Notices to Proceed, or other documentation in this regard. 4.12 ASSIGNMENT. TRANSFER OR SUBCONTRACTING The Consultant shall not subcontract, assign, or transfer any work under this Agreement. 4.13 SUB-CONSULTANTS The City hereby consents to and approves the subcontracting of certain services to be performed by Consultant, as set forth in Exhibit "A." The Consultant shall be liable for the Consultant's services, responsibilities and liabilities under this Agreement and the services, responsibilities and liabilities of sub-consultants, and any other person or entity acting under the direction or control of the Consultant. When the term "Consultant" is used in this Agreement, it shall be deemed to include any sub-consultants and any other person or entity acting under the direction or control of Consultant. 4.14 EOUAL EMPLOYMENT OPPORTUNITY ,. In connection with the performance of this Agreement, the Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, sex, -10- age, national origin, place of birth, marital status, or physical handicap. The Consultant 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 termination; rates of pay, or other forms of compensation; and selection for training, including apprenticeship. 4.15 CONFLICT OF INTEREST The Consultant agrees to adhere to and be governed by the Metropolitan Dade County Conflict ofInterest 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 contract conditions hereunder. The Consultant 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 Consultant further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by the Consultant. 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. 4.16 PATENT RIGHTS: COPYRIGHTS: CONFIDENTIAL FINDINGS Any patentable result arising out of this Agreement, as well as all information, design specifications, processes, data and findings, shall be made available to the City for public use. ,. -11- 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 Consultant or its employees or subcontractors. 4.17 NOTICES All communications relating to the day-to-day activities shall be exchanged between the Project Manager appointed by Consultant and the Project Coordinator designated by the City. The Consultant's Project Manager and the City's Project Coordinator 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 Consultant 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 CONSULTANT: Urban Resource Group Attn: M. Scott Minognet, ASLA Project Manager 6605 Collins Avenue, Villa 6 Miami Beach, FL 331~1 (305) 868-7466 TO CITY: Office of The City Manager Attn: Jose Garcia-Pedrosa, City Manager 1700 Convention Center Drive Miami Beach, FL 33139 (305) 673-7010 ,. -12- WITH COPIES TO: Office of the City Attorney Attn: Murray H. Dubbin, City Attorney City of Miami Beach 1700 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. 4.18 LITIGATION JURISDICTION Any litigation between the parties, arising of, or in connection with this Agreement, shall be initiated in the court system of the State of Florida. 4.19 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. The Services are hereby incorporated by reference into this Agreement to the extent that the terms and conditions contained in the Services are consistent with the Agreement. To the extent that any term in the Services is inconsistent with this Agreement, this Agreement shall prevail. 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. -13- This Agreement, shall be governed by and construed according to the laws of the State of Florida. 4.20 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 the 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 sum of $93,000.00. Consultant hereby expresses its willingness to enter into this Agreement with Consultant's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of $93,000.00, less the amount of all funds actually paid by the City to Consultant pursuant to this Agreement. Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant hereby agrees that the City shall not be liable to the Consultant for damages in an amount in excess of $93,000.00, which amount shall be reduced by the amount actually paid by the City to Consultant pursuant to this Agreement, 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 paragraph 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. 4.21 LEGAL ACTION This Agreement shall be enforceable in Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any terms and conditions herein, exclusive venue ,. for the enforcement of same shall lie in Dade County. -14- 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: eo~r fClA~ City Clerk FOR CONSULTANT: ATTEST: CITY OF MIAMI BEA 6 :A ..r-... " By: ~ L.1P-i V, e.. -<. .President -15- Corporate Seal APPROVED ~ TO FORM & LANGUAGE & FOR EXECUTION - II-{ -r-:X ~ Dote ,. EXHIBIT" A " Scope of Services/Compensation Basic Services: $ 93,000 Includes Tasks 1 through 9 - Situation Assessment and Data CollectionlData Review, Workshop One, Roadway Design Services, Utility Analysis, Preparation of Schematic Planning and Design Studies, Workshop Two, Preparation of Finalized Master Plan, Final Presentations, and Final Master Plan Report. Supplemental Services: (Included in Basic Services fee) Project Base Mapping Planning & Design Analysis- Dade Blvd/17St. intersection Architectural Design Criteria Computer Imaging Reimbursable Expenses: $ 8,500 Not To Exceed $101,500 Sub-Consultants: Arva Parks, architectural historian Bill Rosenberg, ASLA, urban design and streetscape concepts Fees for project design and construction documentation shall be determined upon the completion of the Master Plan. This will allow the estimation of these services to be based upon a defined project size and scope. ,. -16- EXHIBIT liB" Time of Completion The Master Plan shall be delivered to the City of Miami Beach within 90 days from notice to proceed. ,. -17-