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TERMS AND CONDITIONS OF AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND
CONSULTANT
FOR
NOISE, ACOUSTIC,AND 1 OR SOUND SERVICES
This Agreement made and entered into this 15`" day of June, 2012, by and between the CITY OF
MIAMI BEACH, a municipal corporation existing under the laws of the State of Florida, having its
principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139, (hereinafter referred
to as City), and Edward Dugger + Associates, P.A., a State of Incorporation corporation having an
office at 4490 S.W. Long Bay Drive, Palm City, Florida 34990 (hereinafter referred to as Consultant).
WITNESSETH:
WHEREAS, the City intends to contract noise, acoustic, and/or sound services for certain
projects located within the City of Miami Beach, and wishes to engage the Consultant to provide
certain professional services as same are described and set forth in Schedule "A" hereto, for certain
projects, to be assigned, at the City's discretion and by means of the issuance of a "Consultant
Service Order" (similar to the form shown in Schedule "A" attached hereto), at the agreed fees set
forth in this Agreement;and
WHEREAS, the Consultant desires to contract with the City for performance of those certain
professional services relative to those projects assigned by the City, pursuant to a Consultant Service
Order, as described and set forth in Schedule "A",
NOW THEREFORE, City and Consultant, in consideration of the mutual covenants and
agreement herein contained, agree as follows:
ARTICLE 1. DEFINITIONS
1.1 CITY (OR OWNER): The "City' shall mean the City of Miami Beach, a Florida municipal
corporation having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139.
1.2 CITY COMMISSION: "City Commission" shall mean the governing and legislative body of the
3
AGREEMENT-ACOUSTIC
otherwise in this Agreement).
1.7 [Intentionally Omitted]
1.8 BASIC SERVICES: "Basic Services" shall include those services which Consultant shall
perform in accordance with the terms of the Agreement (and as required to complete the Project), as
further described in Article 2 and Schedule "A" hereto. In addition any Services not specifically
addressed as Additional Services (as defined herein) shall be considered Basic Services.
1.9 PROJECT: The "Project" shall mean that certain project located within the City of Miami
Beach, as referenced in the application that has been submitted for the review and approval of such
project to one of the City's land use review Boards, and as more specifically described in Schedule "A"
hereto.
1.9.1 Cost of Services: The "Cost of Services", shall mean the total cost to complete
the objectives and perform the scope of services as described in Schedule "A" hereto. The
Cost of Services may, from time to time, be revised or adjusted by the City, in its sole
discretion,to accommodate approved modifications or changes to the Project or scope of work.
1.9.2 Proiect Scope: The "Project Scope" shall mean the description of the Project
contained in the "Consultant Service Order" (and as same may be modified by any approved
change orders).
1.10 [Intentionally Omitted]
1.10.1 tlntentionally Omittedl
1.10.2 [intentionally Omitted]
1.11 FORCE MAJEURE: "Force Majeure" shall mean any delay occasioned by superior or
irresistible force occasioned by violence in nature without the interference of human agency such as
hurricanes, tornadoes, floods, loss caused by fire and other similar unavoidable casualties; or by
changes in Federal, State or local laws, ordinances, codes or regulations enacted after the date of this
Agreement ; or other causes beyond the parties' control which have, or may be reasonably expected
to have, a material adverse effect on the Project, or on the rights and obligations of the parties under
this /agreement and which, by the exercise of due diligence, such parties shall not have been able to
5
AGREEMENT-ACOUSTIC
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1:47 . AD®ITIONAL''SERVICES -.,"Additional_Serviees" s�iall mean th'ose«services, in add t�on.'ao the
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, ;basic Services,in,Jhis A• -:6' ent,':;whidh the:Consu[tant'shall erforrn,,.-Mj.en Gin's option,;:an'd which'.11 9 Y r£, ., p E Y
1 ,F - have"been duly authorized, in,�wnting,l' by the City,:Manager or his,aut,prizetl designee,,.prior to
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n pursuant to or undertaken Lunder this Agreement 1Nhen^the term"Services'`lis used In', Agreement,
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it shall also be deemed to refer to to the-particular work';services; andlor�tasks-assigned'to-:Consultant e
I pursuant to the City's issuance of a Consultant Service.Order I `111.
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`j-, 1.22 SCOPE OF'SERVICES. "Sccope of.Services" shall include the:Project !!Copp;`, Basi Services; t, _`,oi%and any Additional-Services-(as approved-by the City), all as described�in Schedule "A" hereto' It
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should also be noted that when 'the. City issues a,Consultarit:I Service Order to Consultant for�,a
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particular Project,�then the Scope'of Services shall also be deemed'to d"'I"'de_ e- rticular,.work, .
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services `andlor tasks de5cnbed and delineated in su`cri_Order 1 -
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1 23" C_ONSULTANT`SERVICE;ORDER. "Consultant Serv�oe Order" shall speclflcally describe and
ry, . h J .v: .i' ,.(.:,1 -,.''( ., J , �; .� I_. J.. _' .l.l:11,_delineate.the:particular�4servi,dt,M1c Basic-,and otherwise)-.' will be required _of Consultant for th�'�l ,,'}
i. �ProJect that is the aubiec#of saic order. t - r
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' �' _ 1 24: SCHEDULES ',°Schedules" shall mean ahe various"schedules attached to lhls Agreement and 1. y ml
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ScheduleA` Consultant Service Order(Scope of Services). J
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Schedule B Consultant IGompensation ..
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dL'i CI Consultant Hourly Billing Rafe Schedule. , a1 I.- . .. .. i I� ' .1. 1,i 1 , r •1 I.
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accuracy and competency of its/their designs, plans, technical specifications, or other technical -
documents, nor shall. such approval and/or decisions be deemed. to.. be .an assumption of such
responsibility by the City for a defect, error or omission in designs, plans, technical specifications, or
other technical documents; provided, however, that the Consultant shall be entitled to reasonably rely
upon the accuracy and validity of written decisions and approvals furnished by the City pursuant to this
Agreement.
2.7 TIME: It is understood that time is-of the essence in the completion of the Project and, in this
respect, the parties agree as follows:
2.7.1 Term. The term of this Agreement shall commence upon execution by the parties
(subject to approval of the Agreement by the Mayor and City-Commission) (the Effective Date),
and shall be in effect until the work-andlor services under each Consultant Service Order
issued to Consultant have been completed. Notwithstanding the-preceding Term, Consultant
shall adhere to any and all timelines and/or deadlines, as set forth in the Consultant Service
Order issued for a particular Project.
2.7.2 The Consultant shall perform the Services as expeditiously as Is consistent with the
standard of professional skill and care required by this Agreement, and the orderly progress of
the Work.
2.7.3 The Services will be performed in a manner that shall conform to the Consultant
Service Order.. The Consultant :may submit requests for an adjustment to the Consultant
Service Order completion time, if made necessary because of undue delays resulting from.
untimely review taken by the City (or other governmental authorities having jurisdiction over the
Project)to approve the Consultant's submissions, or any other portion of the Services requiring
approval by the City (or other governmental authorities having jurisdiction over the Project).
Consultant shall immediately provide the Project Coordinator with written notice stating the
reason_for the particular delay; the requested adjustment (i.e. extension) to the Project
Schedule; and a revised anticipated schedule of -completion. Upon receipt and review of
Consultant's request (and such other documentation as the Project Coordinator may require),
the Project Coordinator may grant a reasonable .extension of time for completion of the
particular work involved, and authorize that the appropriate adjustment be made to the Project
Schedule. The Project Coordinator's approval (if granted) shall be in writing.
9:
AGREEMENT-ACOUSTIC
2.9.1 Consultant Performance Evaluation: The Consultant is advised that a performance
evaluation of the work and or services rendered throughout this Agreement will be completed
by th e City and k ept in th e City's files for evaluation of future solicitations.
2.10 The City shall have the right, at any time, in its sole and absolute discretion, to submit for
review to other consultants (engaged by the City at its expense) any or all parts of the Services and
the Consultant shall fully cooperate in such review(s). Whenever others are required to verify, review,
or consider any Services performed by Consultant (including, without limitation, contractors, other
design professionals, and/or other consultants retained by the City), the intent of such requirement is
to enable the Consultant to receive Input from others' professional expertise to identify any
discrepancies, errors or omissions that are inconsistent with industry standards for the review of
comparable projects; or which are inconsistent with Applicable Laws; or which are inconsistent with
standards, decisions or approvals provided by the City under this Agreement. Consultant will use
reasonable care and skill, in accordance and consistent with customary professional standards, in
responding to items identified by other reviewers in accordance with this subsection. Consultant shall
receive comments from reviewers, in writing, including, without limitation (and where applicable), via a
set of marked-up drawings and specifications. Consultant shall address comments forwarded to it in a
timely manner. The term "timely" shall be defined to mean as soon as possible under the
circumstances, taking into account the timelines of the Project Schedule.
2.11 [Intentionally Omitted]
2.12 Consultant agrees that when any portion of the Services relates to a professional service
which, under Florida Statutes, requires a license, certificate of authorization, or other form of legal
entitlement to practice and/or perform such Service(s), it shall employ and/or retain only qualified duly
licensed certified rsonnel to provide same.
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2.13 Consultant agrees to designate, in writing, within five (5) calendar days after receiving a fully
executed Consultant Service Order, a qualified licensed professional to serve as its project manager
(hereinafter referred to as the "Project Manager"). The Project Manager shall be authorized and
responsible to act on behalf of Consultant with respect to directing, coordinating and administrating all
aspects of the Services. Consultant's Project Manager (as well as any replacement) shall be subject
to the prior written approval of the City Manager or his designee (who in this case shall be the Project
Coordinator). Replacement (including reassignment) of an approved Project Manager shall not be
made without the prior written approval of the City Manager or his designee (i.e. the Project
Coordinator).
11
AGREEMENT-ACOUSTIC
2.17 The City's participation in the review of the Project shall in no way be deemed to relieve the
Consultant of its professional duties and responsibilities under the Contract Documents or under
Applicable Laws.
2.18 [Intentionally Omitted]
2.19 SUB-CONSULTANTS:All services provided by sub-consultants shall be consistent with
those commitments made by the Consultant in its Proposal and during the competitive solicitation
selection process and interview. Such services shall be undertaken and performed pursuant to
appropriate written agreements between the Consultant and the sub-consultants, which shall contain
provisions that preserve and protect the rights of the City under this Agreement. Nothing contained in
this Agreement shall create any contractual relationship between the City and the sub-consultants.
The Consultant shall not retain, add, or replace any sub-consultant without the prior written approval of
the City Manager, in response to a written request from the Consultant stating the reasons for any
proposed substitution. Any approval of a sub-consultant by the Clty Manager shall not in any way shift
the responsibility for the quality and acceptability by the City of the services performed by the sub-
consultant from the Consultant to the City. The quality of services and acceptability to the City of the
services performed by sub-consultants shall be the sole responsibility of Consultant. The Consultant
shall cause the names of sub-consultants responsible for significant portions of the Services to be
inserted on the plans and specifications.
ARTICLE 3. THE CITY'S RESPONSIBILITIES
3.9 The City Manager shall designate a Project Coordinator, in writing, who shall be the City's
authorized representative to coordinate, direct, and review all matters related to this Agreement and
the Project during the review of same (except unless otherwise expressly provided in this Agreement
or the Contract Documents). The Project Coordinator shall be authorized (without limitation) to
transmit instructions, receive information, and interpret and define City policies and decisions with
respect to the Services and the Project. However, the Project Coordinator is not authorized to issue
any verbal or written orders or instructions to Consultant that would have the affect (or be Interpreted
as having the effect)of modifying or changing, (in any way)the following:
a) the Services described in the Agreement;
is
AGREEMENT-ACOUSTIC
3.7.1 Except where otherwise expressly noted in the Agreement or the Contract Documents,
the City Commission shall be the body to consider, comment upon, or approve any
amendments or modifications to this Agreement.
3.7.2 The City Commission shall be the body to consider, comment upon, or approve any
assignment, of this Agreement.
3.7.3 Upcn written request from Consultant, the City Commission shall hear appeals from
administrative decisions of the City Manager or the Project Coordinator. In such cases, the
Commission's decision shall be final and binding upon all parties.
3.7.4 The City Commission shall approve or consider all Contract Amendments that exceed the
sum of twenty five thousand dollars ($25,000.00) (or other such amount as may be specified by
the City of Miami Beach Procurement Ordinance, as amended).
3.8 Except where otherwise expressly noted in this Agreement, the City Manager shall serve as
the City's primary representative to whom administrative (proprietary) requests for decisions and
approvals required hereunder by the City shall be made. Except where otherwise expressly noted in
this Agreement or the Contract Documents, the City Manager shall issue decisions and authorizations
which may include, without limitation, proprietary review, approval, or comment upon the schedules,
plans, reports, estimates, contracts, and other documents submitted to the City by Consultant.
3.8.1 The City Manager shall have prior review and approval of the Project Manager (and
any replacements) and of any sub-consultants (and any replacements).
3.8.2 The City Manager shall decide, and render administrative (proprietary) decisions on
matters arising pursuant to this Agreement which are not otherwise expressly provided for in
this Agreement. In his/her discretion, the City Manager may also consult with the City
Commission on such matters.
3.8.3 At the request of Consultant, the City Manager shall be authorized, but not required, to
reallocate monies already budgeted toward payment of the Consultant; provided, however, that
the Consultant's compensation (or other budgets established by this Agreement) may not he
increased without the prior approval of the City Commission, which approval (if granted at all)
shall be in its sole and reasonable discretion.
15
AGREEMENT-ACOUSTIC
parties at the time of execution of this Agreement (excluding circumstances and causes
resulting from error, omission, inadvertence, or negligence of Consultant).
5.2.2 Serving as an expert witness in connection with any public hearing, arbitration
proceeding, or legal proceeding, unless the subject matter at issue has arisen from the error
omission, inadvertence, or negligence of Consultant.
5.2.3 [intentionally Omitted]
5.2.4 [Intentionally Omitted]
ARTICLE 6. REIMBURSABLE EXPENSES
6.1 Reimbursable Expenses are NOT an allowance set aside by the City and shall be included in
all bid pricing.
6.2 (Intentionally Omitted]
6.2.1 [Intentionally Omitted]
6.2.2 [Intentionally Omitted]
6.2.3 [Intentionally Omitted]
ARTICLE 7. COMPENSATION FOR SERVICES
7.1 Consultant's "Lump Sum" or "Not to Exceed" fee for provision of the Services, or portions
thereof, as may be set forth and described in the Consultant Service Order issued for a particular
Project, shall be negotiated between City and Consultant, and shall be set forth in the Consultant
Service Order.
7.2 Payments for Services shall be made within forty-five (45) calendar days of receipt and
approval of an acceptable invoice by the Project Coordinator. Payments shall be made in proportion to
the Services satisfactorily performed, so that the payments for Services never exceed the progress
percentage noted in the Consultant's Progress Schedule (to be submitted with each invoice). No mark-
up shall be allowed on subcontracted work.
17
AGREEMENT-ACOUSTIC
ARTICLE 8. CONSULTANT'S ACCOUNTING AND OTHER RECORDS
All books, records (whether financial or otherwise), correspondence, technical documents, and any
other records or documents related to the Services and/or Project will be available for examination and
audit by the City Manager, or his/her authorized representatives, at Consultant's office (at the address
designated in Article 15 ["Notices"]), during customary business hours upon reasonable prior written
notice. All such records shall be kept at least for a period of three (3) years after Consultant's
completion of the Services. Incomplete or incorrect entries in such records and accounts relating
personnel services and expenses may be grounds for City's disallowance of any fees or expenses
based upon such entries. Consultant shall also bind its sub-consultants to the requirements of this
Article and ensure compliance therewith
ARTICLE 9. OWNERSHIP OF PROJECT DOCUMFENTS
9.1 All notes, correspondence, documents, plans and specifications, designs, drawings,
renderings, calculations, specifications, models, photographs, reports, surveys, investigations, and any
other documents (whether completed or partially completed) and copyrights thereto for Services
performed or produced in the performance of this Agreement, or related to the Project, whether in
paper or other hard copy medium or in electronic medium, except with respect to copyrighted standard
details and designs owned by the Consultant or owned by a third party and licensed to the Consultant
for use and reproduction, shall become the property of the City. Consultant shall deliver all such
documents to the Project Coordinator within thirty (30) days of completion of the Services (or within
thirty (30) days of expiration or earlier termination of this Agreement as the case may be). However,
the City may grant an exclusive license of the copyright to the Consultant for reusing and reproducing
copyrighted materials or portions thereof as authorized by the City Manager in advance and in writing,
In addition, the Consultant shall not disclose, release, or make available any document to any third
party without prior written approval from the City Manager. The Consultant shall warrant to the City
that it has been granted a license to use and reproduce any standard details and designs owned by a
third party and used or reproduced by the Consultant in the performance of this Agreement. Nothing
contained herein shall be deemed to exclude any document from Chapter 119, Florida Statutes.
9.2 The Consultant is permitted to reproduce copyrighted material described above subject to prior
written approval of the City Manager.
19
AGREEMENT-ACOUSTIC
Consultant for those Services satisfactorily performed and accepted prior to the date of
termination (as such date is set forth in, or can be calculated from, the City's initial written
default notice). Upon payment of any amount, which may be due to Consultant pursuant to
this subsection 10.2.2,the City shall have no further liability to Consultant.
10.2.3 As a condition precedent to release of any payment which may be due to Consultant
under subsection 10.2.2, the Consultant shall promptly assemble and deliver to the Project
Coordinator any and all Project documents prepared (or caused to be prepared) by Consultant
(including, without limitation, those referenced in subsection 9.1 hereof). The City shall not be
responsible for any cost incurred by Consultant for assembly, copy, and/or delivery of Project
documents pursuant to this subsection.
10.3 TERMINATION FOR CONVENIENCE: In addition to the City's right to terminate for cause, the
City through the City Manager, may also terminate this Agreement, upon fourteen (14) days prior
written notice to Consultant, for convenience, without cause, and without penalty, when (in its sole
discretion) it deems such termination to be in the best interest of the City. In the event the City
terminates the Agreement for convenience, Consultant shall be compensated for all Services
satisfactorily performed and accepted up to the termination date (as set forth in the City's written
notice), and for Consultant's costs in assembly and delivery to the Project Coordinator of the Project
documents (referenced in subsection 10.2.3 above). Upon payment of any amount which may be due
to Consultant pursuant this subsection 10.3,the City shall have no further liability to Consultant.
10.4 TERMINATION BY CONSULTANT: The Consultant may only terminate this Agreement for
cause, upon thirty (30) days prior written notice to the City, in the event that the City willfully violates
any provisions of this Agreement or unreasonably delays payment of the Services or any portion
thereof. In the event of a termination for cause by Consultant, the City shall pay Consultant for any
Services satisfactorily performed and accepted up to the date of termination; provided, however, that
receipt f Consultant's
the City hall first be ranted a thirty (30) day cure period (commencing upon ece pt a
tY 9
initial written notice).
10.4.1 The Consultant shall have no right to terminate this/Agreement for convenience.
10.5 IMPLEMENTATION OF TERMINATION: In the event of termination (whether for cause or
for convenience), the Consultant shall immediately, upon receipt of the City's written notice of
termination: (1) stop the performance of Services; (2) place no further orders or issue any other
subcontracts, except for those which may have already been approved, in writing, by the Project
Coordinator; (3) terminate all existing orders and subcontracts; and (4) promptly assemble all Project
21
AGREEMENT-ACOUSTIC
ARTICLE 12. INDEMNIFICATION AND HOLD HARMLESS
12.1 Pursuant to Section 725.08, Florida Statutes, the Consultant shall indemnify and hold harmless
the City and its officers, employees, agents, and instrumentalities, from liabilities, damages, losses,
and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of the Consultant and other persons
employed or utilized by the Consultant in the performance of this Agreement and/or in the performance
of any Consultant Service Order issued by the City to Consultant pursuant to this Agreement.
The Consultant shall pay all claims and losses in connection therewith and shall investigate and
defend all claims, suits, or actions of any kind or nature in the name of the City, where applicable,
including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may
issue thereon. Consultant expressly understands and agrees that any insurance protection required
by this Agreement (or otherwise provided by Consultant) shall in no way limit its responsibility to
indemnify, keep, and save harmless and defend the City or its officers, employees, agents, and
instrumentalities as herein provided.
12.2 The Consultant agrees and recognizes that the City shall not be held liable or responsible for
any claims which may result from any negligent, reckless, or intentionally wrongful actions, errors or
omissions of the Consultant in which the City participated either through review or concurrence of the
Consultant's actions. In reviewing, approving or rejecting any submissions by the Contractor, or other
acts of the Consultant, the City in no way assumes or shares any responsibility or liability of the
Consultant (including, without limitation its sub-consultants and/or any registered professionals
(architects and/or engineers) under this Agreement).
ARTICLE 13. [Intentionally Omitted]
ARTICLE 14. LIMITATION OF LIABILITY
The City desires to enter into this Agreement only if in so doing the City can place a limit on its liability
for any cause of action for money damages due to an alleged breach by the City of this Agreement, so
that its liability for any such breach never exceeds $10,000, less any amount(s) actually paid to
Consultant hereunder. Consultant hereby expresses its willingness to enter into this Agreement, with
Consultant's recovery from the City for any damages for action for breach of contract; to be limited to
23
AGREEMENT--ACOUSTIC
ARTICLE 16. MISCELLANEOUS PROVISIONS
16.1 VENUE: This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Florida, both substantive and remedial, without regard to principles of conflict of
laws. The exclusive venue for any litigation arising out of this Agreement shall be Miami-Dade County,
Florida, if in state court, and the U.S. District Court, Southern District of Florida, in federal court. BY
ENTERING INTO THIS AGREEMENT, CONSULTANT AND CITY EXPRESSLY WAIVE ANY RIGHTS
EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR
ARISING OUT OF, THIS AGREEMENT.
16.2 EQUAL OPPORTUNITY EMPLOYMENT GOALS: Consultant agrees that it will not
discriminate against any employee or applicant for employment for work under this Agreement
because of race, color, national origin, religion, sex, gender identity, sexual orientation, disability,
marital or familial status, or age, and will take affirmative steps to ensure that applicants are employed
and employees are treated during employment without regard to race, color, national origin, religion,
sex, gender identity, sexual orientation, disability, marital or familial status, or age.
16.3 PUBLIC ENTITY CRIMES ACT: In accordance with the Public Entity Crimes Act (Section
287.133, Florida Statutes), a person or affiliate who is a consultant, who has been placed on the
convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract
to provide any goods or services to the City, may not submit a bid on a contract with the City for the
construction or repair of a public building or public work, may not bid on leases of real property to the
City, may not be awarded or perform work as a contractor, supplier, subcontractor, or subconsultant
under a contract with the City, and may not transact business with the City in excess of the threshold
amount provided in Section 287.017, Florida Statutes, for Category Two, for a period of 36 months
from the date of being placed on the convicted vendor list. For violation of this subsection by
Consultant, City shall have the right to terminate the Agreement without any liability to City, and
pursue debarment of Consultant
16.4 NO CONTINGENT FEE: Consultant warrants that it has not employed or retained any
company or person, other than a bona fide employee working solely for Consultant, to solicit or secure
this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual
or firm, other than a bona fide employee working solely for Consultant, any fee, commission,
percentage, gift, or other consideration contingent upon or resulting from the award or making of this
Agreement. For the breach or violation of this subsection, City shall have the right to terminate the
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AGREEMENT-ACOUSTIC
16.6 CORRECTIONS TO CONTRACT DOCUMENTS: The Consultant shall prepare, without added
compensation, all necessary supplemental documents to correct errors, omissions, and/or ambiguities
which may exist in the Contract Documents prepared by Consultant, including documents prepared by
its sub-consultants. Compliance with this subsection shall not be construed to relieve the Consultant
from any liability resulting from any such errors, omissions, and/or ambiguities in the Contract
Documents and other documents or Services related thereto.
16.7 WARRANTY: The Consultant warrants that the Services furnished to the City under this
Agreement and under any Consultant Service Order issued by the City to Consultant shall conform to
the quality expected of and usually provided by the profession in the State of Florida applicable to the
design and construction of public and commercial facilities.
16.8 NON-EXCLUSIVITY: Notwithstanding any provision of this non-exclusive Agreement, the City
is not precluded from retaining or utilizing any other architect, engineer, design professional or other
consultant to perform any incidental Basic Services, Additional Services, or other professional services
within the contract limits defined in the Agreement. The Consultant shall have no claim against the
City as a result of the City electing to retain or utilize such other architect, engineer, design
professional, or other consultant to perform any such incidental Services.
16.9 ASSIGNMENT: The Consultant shall not assign, transfer or convey this Agreement to any
other person, firm, association or corporation, in whole or in part, without the prior written consent of
the City Commission, which consent, if given at all, shall be at the Commission's sole option and
discretion. However, the Consultant will be permitted to cause portions of the Services to be
performed by sub-consultants, subject to the prior written approval of the City Manager.
16.10 SUCCESSORS AND ASSIGNS: The Consultant and the City each binds himself/herself,
his/her partners, successors, legal representatives and assigns to the other party of the Agreement
and to the partners, successors, legal representatives, and assigns of such party in respect to all
covenants of this Agreement. The Consultant shall afford the City (through the City Commission) the
opportunity to approve or reject all proposed assignees, successors or other changes in the ownership
structure and composition of the Consultant. Failure to do so constitutes a breach of this Agreement
by the Consultant.
16.11 PROVISION OF ITEMS NECESSARY TO COMPLETE SERVICES: In the performance of the
Services prescribed herein, it shall be the responsibility of the Consultant to provide all salaries,
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AGREEMENT-ACOUSTIC
,
IIV WITNESS _WHEREOF, the parties hereto: have hereunto caused these presents to be
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;signed in their_"names by their duly authorized officers and principals, attested by'ther respective
witnesses.and-City Clerk;,on_the,,day and year first here nabove,written: .
Attest CITY OF MIAMI BEACH:
7 CIW CLERK ` R ;
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•INCORP OR�� fSU ANT Edward bugger± Associates, PAl
Attest:...., •.....:.• •�,�I
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Signature Signature
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Print Name/Title Print Name%Tltler
APPROVED AS TO
FORM,.&LANGUAGE
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AGREEMENT ACOUSTIC 7 .`
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