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99-23260 RESO RESOLUTION NO. 99-23260 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING, BY 517THS VOTE, A WAIVER OF FORMAL COMPETITIVE BIDDING, AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH FLORIDA INTERNATIONAL UNIVERSITY (FlU) IN THE AMOUNT OF TWEL VE THOUSAND DOLLARS ($12,000.00), FOR THE DESIGN AND CONSTRUCTION OF A LIFEGUARD STATION. WHEREAS, in early 1998, Florida International University (FlU) contacted the City's Property Management Division to see if the design and engineering of a lifeguard station for the City could be used as a class project for its School of Architecture; and WHEREAS, the City's Property Management Division and Beach Patrol provided detailed specifications and design criteria for a similar request in 1997 from the University of Florida, and these specifications and related information were also forwarded to FlU to assist in the class project; and WHEREAS, following an extensive student design/development competition that resulted in the selection of a lifeguard station design deemed suitable for construction; and WHEREAS, based on this extremely beneficial educational experience, Mr. Jamie Canaves AlA, Associate Dean for the School of Architecture, requested the that the students be allowed to actually build the selected design for use by the City's Beach Patrol; and WHEREAS, FlU was provided the construction criteria required and was requested to provide a scope of work and a letter of proposal to be used in the development of a contract for the professional services; and WHEREAS, this scope of services was then developed and included in the attached Professional Services Agreement between the City and FlU for the design and construction of the lifeguard station; and WHEREAS, the design and construction of the lifeguard station by the architectural/engineering students at FlU is a very unique service that will provide a valuable hands- on project for the students and will provide a well designed, fully inspected lifeguard stand for the City, at a lump sum cost of$12,000; and WHEREAS, in accordance with City Code Chapter 31 A, Section 10 (e), the Mayor and City Commission, upon written recommendation of the City Manager, may, by Resolution adopted by a five-sevenths vote, waive competitive bidding when such waiver is found to be in the best interest of the City. NOW THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission approve, by 5/7ths vote, a waiver of formal competitive bidding, and authorize the Mayor and City Clerk to execute a Professional Services Agreement with Florida International University, in the amount of twelve thousand dollars ($12,000), for the design and construction of a Lifeguard station. PASSED and ADOPTED this 21th day of July, 1999. 'Ii MA OR ATTEST: f~} fOvt~ CITY CLERK APPROVED J.S TO FORfA & LANGUAGE & FOR EXECUTION T:\AGENDA \ 1999\JUL2199\REGULAR\L1FEGU-l.RES ~-~ CITY OF MIAMI BEACH CllY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 http:\\ci.miami-beach.fI.us ~ COMMISSION MEMORANDUM NO. 55 q -79 TO: Mayor Neisen O. Kasdin and Members of the City Commission Sergio Rodriguez 11 { I ( / City Manager l/f'>-" DATE: July 21,1999 FROM: SUBJECT: A Resolution of the Mayor and City Commission of the City of Miami Beach, Florida, Authorizing, by 5/7ths Vote, A Waiver of Formal Competitive Bidding for the Award of a Contract to Florida International University (FlU) in the Amount of Twelve Thousand Dollars ($12,000.00) for the Design and Construction of a Lifeguard Station. ADMINISTRATION RECOMMENDATION: Adopt the Resolution. FUNDING: $12,000 Funds are available from Beach Patrol Division Account Number 011.0960.000676. BACKGROUND: In early 1998, Florida International University contacted Property Management to see if the design and engineering of a lifeguard station for the City of Miami Beach could be used as a class project for their School of Architecture. Property Management and Beach Patrol provided detailed specifications and design criteria for a similar request in 1997 from the University of Florida; the specifications and related information were also forwarded to FlU to assist in the class project. The specifications included specific requirements for design that included all of the features necessary for the construction of a functioning lifeguard station. It was also stressed that functionality had absolute priority over aesthetics in the design of the station. Visibility requirements, height requirements, security from vandalism, the ability for rapid response, the ability to move the station in the event of a hurricane, and specific cost limitations, were all included in the specifications provided to the architectural students as design parameters. At the conclusion of the class, Jaime Canaves AlA, Associate Dean for the School of Architecture, contacted Property Management and Beach Patrol to set up a review and evaluation of the completed designs and scale models that the students had produced. A review of all designs was held at the Tenth Street Auditorium. Each model station was reviewed as to design, functionality, and the possibility of actual use based on the $12,000 budget per station that Parks and Recreation Department has budgeted for each lifeguard station replacement. At the conclusion of the review, Jaime Canaves requested that the students be allowed to actually build the best designed stand for FUNDING APPROVED AGENDA ITEM C7N DATE~ 155 use in Miami Beach, and also requested the specific criteria needed for acceptable construction standards and requirements needed for Miami Beach lifeguard station projects. ANALYSIS: Florida International University was provided the construction criteria required and was requested to provide a scope of work and a letter of proposal to be used in the development of a contract for the professional services. The scope of services included the following: . Working drawings and outline specifications of the lifeguard station. . Building permit submission and approval by the City of Miarni Beach Building Department. . Lifeguard station construction at FlU. . Transportation in sections and assemblage at a site determined by the City of Miami Beach Beach Patrol and Property Management Department. . Lump sum total cost not to exceed $12,000. With the scope of services complete, the City of Miami Beach Legal Department was requested to draft a Professional Services Agreement between the City and Florida International University for the design and construction of the lifeguard station to cover any legal or liability issues involved in the project. The design and construction of the lifeguard station by the Architectural/Engineering students at Florida International University will provide a valuable hands-on project for the students and will provide a well designed, fully inspected lifeguard station for the City. CONCLUSION: Adopt the Resolution. Attachments: ~ ~~~FEGOC"'D 156 07/16/1999 09:03 a5/1~/1999 13:23 305-673-7717 385-348-6716 MIAMI BEACH PATROL FlU SCHOOL OF ARCHlT PAGE 02 PAGE 02 \ Miami Beach: Lifeguard Tower Design Specifications The design oflifeguatd tower's functionality and appe3l'3nce are of e:creme impon:an:e to the wotkins career lifeguard here on Miami Beach. Functional features allow us to do our job better. A guard in an uncomfortable tower; with poor seating, limited shade, limited deck Ifea. poor visibility. . . etc., will never perfor:n a! wen as he would in a well deaisned tower. The apl'urance of the reeently installed an deco towers (by Bill Lane) has brought a bt of attention to Miami Beach. Many tourists now enjoy taking picture! with the lifeguard s on the towers. Although it is imponant to bring playful attention to the beach, it is jUit as important to maintain the integrity and seriousness of the lifeguard's role. The lifeguard tOwers are moveable viewing platforms. They must provide the lifeg Jard with the best possible view of the beach. Allow for minimal. siaht obstructions and maximum overall height for increased visibility. Also, the towers must be able to provide a comfortable and safe environment for the lifeguard. Shade, air ventilation, and rain protection are of ,;eriOWl imponan<:e. During the high seasons, lifeguards need to work outside of the cab to keep a constant vigilance over the safety of beach goers. Likewise, consider the importance of the design and function of the frOnt deck area. Below is a liSt of important functional features which most of the lifesuards agree on Appearance features are left. to the discretion of the competing designer~, The lifegu,ltds believe that the best tower desisn$ will look good and work welL ~must be heavy and oriented east/wcst with steel tow eyes on both end:.. A bulldozer pulls the tower toward and away from the water whenever a hurric ane threaten! or beach erosion occurs. Skids are spaced 8)-2" apart and are madt~ or WQod planks that are 4"" lO"x12). lLndeT'Cflrri.a,e-is secured atop the skids and $holJld be strong enough to withstw being dragged across the beach. It must support the deck, cab and lOOr while resisting forees that could topple it over (wind and vandals). The carriage shouJd be tall enough to allow for a minimal deck height of6'-O". A higher deck; is prderred for greater visibility, but Structural considerations must be made. 'rhe underCarriage is typically comprised of (4) 6"x: 0' pOStS that are cross-braced vnth 2"x 6" wOQd. >>m-should extend Out a minimum or :;' ..0" from the ca.b on. all sides. It :an have an irregular shape ~ long as the roof has the same shape or all areas are shaded. RAlJinR-sbouJd be made of wood or a non~<:onductive material. It should not exceed 30" in height and does not need to meet the 4" member spacing code requiremem. Keep railing A! open as possibl~ to maintain optima! visibility ~'he top of the railing should be about 6" wide to hold binoculars and beverage containers. 157 07/15/1999 09:03 ~5/1]/1999 13:23 305-573-7717 3El5- 348-6 71 Ei MIAMI BEACH PATROL ~Iu SCHOOL OF ARCHIT PAGE 03 PAGE: 03 ~hould be built in the front center of the tower, This places the steps in the afternoon shade all year. Ramps ate no longer used beeause they are slippery and dangCfOUS. The stairs should be easily removable for when the [ower ne\:as to be moved. ~ dimensions on the exterior should b. S' -0" long by 0' -0" wide and 7'-3" tall. It is oriented with the long side facing the beach. The plan does not hav~ to be reetansulai. Ffee-forms can be conaidered, but avoid odd angles and spaces. (Note: the. cab is to be placed on a wood deck that is large enough to leave a J ' .0" wide area all around the cab.) WI"dowl- should be horizontal sliding with a dark tinted glass. These provid~ the bat UV protection and visibility. Plexiglas windows are considered inf~rior hec:ause they don't block 100% of the UV rays and they scratch too easily. thereby, reduci1lg visibility. The horizontal bands of double hung windolNs create blind spou. For privacy, the windows should not be lower than 42" from the d,~k. >>.w--shouJd be in the bacl: of the cab (away from the water) and cent~red between the two guard scat!. This aI..lo~ a comfortable separation betweeTJ the suards and places the: blind Spots in the back. Door height should be 6' -8". ~ TInte should be two sears in every tower on the left and right side of the door. They shouJd be comfo"able enough to sic in aU day. Seeuritv- The door should lo(k with a dead bolt. Windows should be secured &om the inside with hinged shutters that have heavy slide bolts. Li,htnln'2 Drotec:ri~D- The use of metal should be kept to an absolute minimllm. It used, grounding should be considered. BR2!-should exl:end out from the cab enough to keep the deck in shade. TyPically, the overhang is about 3'.0". The roof should be pitched to allow for stack ventilation. The area of the roof inside the cab can incorporate storage space, The design of the roof must allow for 6'-6" headroom inSide and outside the cab. ~onsider residual spaces for storage of personal items (beach t.ag, radio. . . etc.), Areas under seats and within walls and ceiling structure can be U! ed. Also, provide storage space or area for a 10'-0" paddle board. Im!t-Simple-closing vents should be placed high in the cab to let the hot air out. ~Pastels and light colors are best. Dark colors are diS\;ouraged because uey absorb soler radiation and heat up the tower. Mobilltv- The tower must be easily transportable on a flatbed. It can b.~ built as sections that are assembled on the beach. ~-The City of Miami Beach has a budget orSI2,OOO per lifeguard tower. This includes A labot COst of S9, 000 and a material cost of S3, 000. The students sho lid visit local nardware stores and choose materials that fall within the $:3,000 budgl:t. Feel ftee to visit the lifeguard stands and take notes and measurements. If you have any questions call ve:eran Miami Beach lifeguard Hank Oppenbom at (work) 673-7714 or (home) 931-21530. \ . ~JA.1) J~ . M.lI. ~A~~ l--~--..cr-'- ~~.. . I "".J. .... "':.., \..r; ", :'~ /0 158 Height : (MINIMUM) Skids: Deck: Railing: Roof: Steps: Door: Cabin: Windows: Seating: Shutters: Vents: Lifeguard Tower Specifications Seven feet (7') from deck to sand. Heavy duty, and well braced, oriented east-west with large tow eye on both the front and back. Around the entire cabin, extending a minimum of36". 36" High. Extend out on all sides to a minimum of36" to match the deck line. Centered - front. Centered - rear of tower. Key lock. Minimum 6' wide x 5' (front - back). Sliding glass. Two seats (left and right of doorway) high enough to see over window's bottom rail. Lock from inside cabin, minimum clearance 6'8" height when open. V ents should be located high in the cabin, and and the lifeguard should be able to close them.. Note: All shutters should lock from the inside with only one door lock to secure from outside. 159 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND FLORIDA INTERNATIONAL UNIVERSITY (FlU) FOR DESIGN/BUILD SERVICES OF A LIFEGUARD STATION J'r \.OL THIS AGREEMENT is made this ~ I day of ~' 1999 by and between the CITY OF MIAMI BEACH, FLORIDA (City), which term shall include its officials, successors, legal representatives, and assigns, and FLORIDA INTERNATIONAL UNIVERSITY (Consultant). SECTION 1 DEFINITIONS Agreement: This written Agreement between the City and the Consultant. City Manager: "City Manager" means the Chief Administrative Officer of the City. Consultant: For 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: "Final Acceptance" means notice from the City to the Consultant that the Consultant's Services are complete, as same are set forth in Section 2 of this Agreement. Fixed Fee: Fixed amount paid to the Consultant 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. Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139. Services: All services, work and actions by the Consultant performed pursuant to or undertaken under this Agreement described in Section 2. Termination: Termination of Consultant Services as provided in Subsection 11 of this Agreement. Task: A discrete portion of the Services to be accomplished by the Consultant, as described in Section 2, as directed and authorized by the City. SECTION 2 SCOPE OF WORK AND SERVICES REQUIRED The scope of work to be performed by the Consultant is set forth below and more specifically in Exhibit "A," attached hereto. Task 1. Data Collection from City regarding lifeguard stand needs Task 2. Preparation of design development drawings for lifeguard stands Task 3. Consultant/City meeting to obtain approval of design Task 4. Preparation of construction, drawings, documents for I ifeguard stands -2- Task 5. Task 6. City issues building permits/waive fees Consultant builds lifeguard stand SECTION 3 COMPENSATION 3.1 FIXED FEE Consultant shall be compensated for the Services performed herein on a fixed fee basis of Twelve Thousand and 00/100 Dollars ($12,000), for providing the Services as set forth in Section 2, and more specifically, in the attached Exhibit "A", to be paid as follows: 3.2 Sub-total for Tasks 1 - 5 Sub-total for Task 6 TOTAL METHOD OF PAYMENT $2,500 $9.500 $12,000 Payment shall be made monthly to the Consultant pursuant to invoices or other submissions by the Consultant which detail or represent the completion of those phases of the Services, as set forth in Section 3.1 and Exhibit "A". Specific milestones shall include the submission of an invoice documenting the completion of the proportion of the Services performed in each phase of the work. All submissions shall contain a statement that the items set forth therein are true and correct and in accordance with the Agreement. Payments shall be made within thirty (30) days of submission of the invoice or report to the City. -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 PROIECT 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. DURATION AND EXTENT OF AGREEMENT The term of this Agreement shall be for a period of sixty (60) days from the date of execution of this Agreement. Provided, however, that as to any additional services requested 4.4 by the City within such sixty (60) day period, such services may be completed beyond such -4- sixty (60) day period, as mutually agreed to In writing by the parties, pnor to their com men cement. 4.5 TIME OF COMPLETION 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 "A" hereto. 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 circumstances beyond the reasonable control of the Consultant, including weather conditions or acts of God which render performance of the Consultant's duties impracticable. 4.6 NOTICE TO PROCEED Unless directed by the City otherwise, the Consultant shall proceed with work on the Services only upon issuance of a Notice to Proceed by the City. 4.7 OWNERSHIP OF DOCUMENTS AND EQUIPMENT All documents 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 by Consultant or the parties shall be approved in writing by the City. INDEMNIFICATION To the extent and the limitations set forth in Section 768.28 of the Florida Statutes, Consultant shall be responsible for the negligent acts of its officers, employees and agents. The Consultant's obligation under this Subsection shall not include the obligation to be responsible for the City of Miami Beach and its officers, employees and agents, from and 4.8 -5- 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. Nothing contained herein shall affect the sovereign immunity of the parties to this Agreement. 4.9 INSURANCE REQUIREMENTS The Consultant is self-insured under the Florida Risk Management Fund created pursuant to Section 768.28 of the Florida Statutes. 4.9.1 Certificates Unless directed by the City otherwise, the Consultant shall not commence the Services until the City has received and approved, in writing, a certificate of insurance showing that the requirement of this Subsection (in its entirety) has been met and provided for. 4.10 FINAL ACCEPTANCE When the 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 or remedies available to the City under any other Section of this Agreement. 4.11 4.11.1 TERMINATION. SUSPENSION AND SANCTIONS 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 Services then remaining to be performed. Prior to exercising its option to terminate for -6- 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 (10) days, the City, upon seven (7) 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 satisfactorily performed by the Consultant prior the date of the Notice of Termination. 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 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 and Exhibit "A" 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 Consultant for all Services satisfactorily performed by the Consultant and -7- reasonable direct costs of Consultant for assembling and delivering to City all documents. Such payment shall be the total extent of the City's liability to the Consultant upon a Termination for Convenience, as provided for in this Subsection. 4.11.3 Termination for Insolvency The City also reserves the right to terminate 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 4.11.2. 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 Agreement until the Consultant complies and/or cancellation, termination or suspension of the Services. In the event the City cancels or terminates the Services pursuant to this Subsection the rights and obligations of the parties shall be the same as provided in Section 4.11.2. 4.11.5 Changes 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 -8- documentation in this regard. 4.12 ASSIGNMENT. TRANSFER OR SUBCONTRACTING The Consultant shall not subcontract, assign, or transfer any work under this Agreement without the prior written consent of the City. 4.13 SUB-CONSULTANTS 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 also be deemed to include any sub-consultants and any other person or entity acting under the direction or control of Consultant. 4.14 EQUAL 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, 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. -9- 4.15 CONFLICT OF INTEREST The Consultant agrees to adhere to and be governed by the Metropolitan 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 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. 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 sh.all 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. -10- 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: Florida International University Attn: Jaime Canaves, Associate Dean School of Architecture Miami, Florida 33199 (-) - (305) 348-3031 TO CITY: City of Miami Beach Attn: Janet Gavarette, Assistant City Manager 1 700 Convention Center Drive, Miami Beach, FL 33139 (305) 673-7010 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. -11- 4.18 LITIGATION IURISDICTION/VENUE 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 or all of the terms or conditions herein exclusive venue for the enforcement of same shall lie in Dade County, 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 and the Proposal Documents are hereby incorporated by reference into this Agreement. 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. 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 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 $12,000. 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 -12- to a maximum amount of $12,000, 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 $12,000, 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 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, FLORIDA ATTEST: By: ~r rM~ City Clerk By: ~ Mayor FOR CONSULTANT: FLORIDA INTERNATIONAL UNIVERSITY ATTEST: By: je-I~ J o.s.~ ~ Secretary ~ B' '. .... ~ APPROVED p.S TO Paul D. Gallagher fORM & LANGUAGE Sr. Vice President & FOR EXECUTION Business & Finance 14~ -13- 7// 6/?? Dote! RJ^\kw F:IA TTOIAG URIAGREEMNnPROF5VGUFEGRD.FIU