Langan Engineering and Environmental Services, Inc. C20/0-a7S
/b
AGREEMENT BETWEEN
CITY OF MIAMI BEACH
AND
LANGAN ENGINEERING AND ENVIRONMENTAL SERVICES, INC.
FOR
NOISE, ACOUSTIC, AND/OR SOUND SERVICES
Resolution No. 2010-27546
AGREEMENT-ACOUSTIC
TABLE OF CONTENTS
DESCRIPTION PAGE
ARTICLE 1. DEFINITIONS 3
ARTICLE 2. BASIC SERVICES 8
ARTICLE 3. THE CITY'S RESPONSIBILITIES 13
ARTICLE 4. [Intentionally Omitted]
ARTICLE 5. ADDITIONAL SERVICES 16
ARTICLE 6. REIMBURSABLE EXPENSES 17
ARTICLE 7. COMPENSATION FOR SERVICES 17
ARTICLE 8. CONSULTANT'S ACCOUNTING AND OTHER RECORDS 19
ARTICLE 9. OWNERSHIP OF PROJECT DOCUMENTS 19
ARTICLE 10. TERMINATION OF AGREEMENT 20
ARTICLE 11. INSURANCE 22
ARTICLE 12. INDEMNIFICATION AND HOLD HARMLESS 23
ARTICLE 13. [Intentionally Omitted]
ARTICLE 14. LIMITATION OF LIABILITY 23
ARTICLE 15. NOTICE 24
ARTICLE 16. MISCELLANEOUS PROVISIONS 25
SCHEDULES:
NOTE TO AGREEMENT SCHEDULES 30
SCHEDULE A- CONSULTANT SERVICE ORDER (SCOPE OF SERVICES) 31
SCHEDULE B - CONSULTANT COMPENSATION 35
SCHEDULE C - CONSULTANT HOURLY BILLING RATE 36
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AGREEMENT-ACOUSTIC
TERMS AND CONDITIONS OF AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND
CONSULTANT
FOR
NOISE, ACOUSTIC, AND/OR SOUND SERVICES
This Agreement made and entered into this 15th 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 Langan Engineering and Environmental Services, Inc., 15150 N.W. 791h Court, Suite
200, Miami Lakes, Florida 33016 (hereinafter referred to as Consultant).
WITNESSETH:
WHEREAS, the City intends to contract noise, acoustic, and/or sound services for certain
Iprojects 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
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AGREEMENT-ACOUSTIC
City.
1.3 CITY MANAGER: The "City Manager" shall mean the chief administrative officer of the City.
The City Manager shall be construed to include any duly authorized representatives designated in
writing (including the Project Coordinator) with respect to any specific matter(s) concerning the
Services and/or this Agreement (exclusive of those authorizations reserved to the City Commission or
regulatory or administrative bodies having jurisdiction over any matter(s) related to the Project, the
Services, and/or this Agreement).
1.4 PROPOSAL DOCUMENTS: "Proposal Documents" shall mean Request for Qualifications No.
42-09/10, entitled "Noise, Acoustic, and/or Sound Services" issued by the City in contemplation of this
Agreement, together with all amendments thereto (if any), (the RFQ), and the Consultant's proposal in
response thereto (Proposal), which is incorporated by reference to this Agreement and made a part
hereof; provided, however, that in the event of an express conflict between the Proposal Documents
and this Agreement, the Agreement shall prevail.
1.5 CONSULTANT: The named entity on page 1 of this Agreement, the "Consultant" shall
mean the company/firm who has entered into a contract with the City to provide the Services
described under this Agreement. When the term "Consultant" is used in this Agreement it shall also
be deemed to include any officers, employees, sub-consultants, agents, and any other person or entity
acting under the supervision, direction, or control of Consultant. Any sub-consultants retained by
Consultant for the Project shall be subject to the prior written approval of the City Manager.
Consultant shall provide the Project Coordinator with copies of the contract between Consultant and
any sub-consultant's. Any such contracts 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 sub-consultants. Any approval of a sub-consultant by the City 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 City. Payment of sub-consultants shall be the
responsibility of the Consultant, and shall not be cause for any increase in compensation to the
Consultant for payment of the Basic Services. The quality of services and acceptability to the City of
the services performed by such sub-consultants shall be the sole responsibility of Consultant.
1.6 PROJECT COORDINATOR: The "Project Coordinator" shall mean the individual designated
in writing by the City Manager who shall be the City's authorized representative to coordinate, direct,
and review (on behalf of the City) all matters related to the Project (unless expressly provided
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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 Project 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 [Intentionally 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
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AGREEMENT-ACOUSTIC
avoid; provided, however, that inclement weather (except as noted above), the acts or omissions of
sub-consultants/sub-contractors, market conditions, labor conditions, construction industry price
trends, and similar matters which normally impact on the construction process SHALL NOT be
considered a Force Majeure.
If the Consultant is delayed in performing any obligation under this Agreement due to a force majeure,
the Consultant shall request a time extension from the Project Coordinator within five (5) business
days of said force majeure. Any time extension shall be subject to mutual agreement and shall not be
cause for any claim by the Consultant for extra compensation, unless additional services are required,
and approved pursuant to Article 5 hereof.
1.12 [Intentionally Omitted]
1.13 CONTRACT DOCUMENTS: "Contract Documents" shall mean this Agreement (together with
all exhibits, addenda, and written amendments issued thereto), and the Consultant Service Order
issued to Consultant by the City for a particular Project, and the documents prepared by Consultant in
accordance with the requirements stipulated in such Consultant Service Order. The Contract
Documents may also include, without limitation (together with all exhibits, addenda, and written
amendments issued thereto), the invitation to bid (ITB), instructions to bidders, bid form, bid bond, an
approved Change Order(s), and/or approved written order(s)for a minor change in the Work.
1.14 [Intentionally Omitted]
1.15 [Intentionally Omitted]
1.16 CONTRACT AMENDMENT: "Contract Amendment" shall mean a written modification to the
Agreement approved by the City (as specified below) and executed between City and Consultant,
covering changes, additions, or reductions in the terms of this Agreement including, without limitation,
authorizing a change in the Project, or the method and manner of performance thereof, or an
adjustment in the fee and/or completion dates.
Contract Amendments shall be approved by the City Commission if they exceed twenty-five thousand
dollars ($25,000.00) or the City Manager if they are twenty-five thousand dollars ($25,000.00) or less
(or other such amount as may be specified by the City of Miami Beach Procurement Ordinance, as
amended). Even for Contract Amendments for less than twenty-five thousand ($25,000.00), the City
Manager reserves the right to seek and obtain concurrence of the City Commission for approval of any
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such Contract Amendment.
1.17 ADDITIONAL SERVICES: "Additional Services" shall mean those services, in addition to the
Basic Services in this Agreement, which the Consultant shall perform, at the City's option, and which
have been duly authorized, in writing, by the City Manager or his authorized designee, prior to
commencement of same.
1.18 [Intentionally Omitted]
1.19 SERVICES: "Services" shall mean all services, work, and actions by the Consultant performed
pursuant to or undertaken under this Agreement. When the term "Services" is used in this Agreement,
it shall also be deemed to refer to to the particular work, services, and/or tasks assigned to Consultant
pursuant to the City's issuance of a Consultant Service Order.
1.20 [Intentionally Omitted]
1.21 [Intentionally Omitted]
1.22 SCOPE OF SERVICES: "Scope of Services" shall include the Project Scope, Basic Services,
and any Additional Services (as approved by the City), all as described in Schedule "A" hereto. It
should also be noted that when the City issues a Consultant Service Order to Consultant for a
particular Project, then the Scope of Services shall also be deemed to include the particular work,
services, and/or tasks described and delineated in such Order.
1.23 CONSULTANT SERVICE ORDER: "Consultant Service Order" shall specifically describe and
delineate the particular services (Basic and otherwise) which will be required of Consultant for the
Project that is the subject of such order.
1.24 SCHEDULES: "Schedules" shall mean the various schedules attached to this Agreement and
referred to as follows:
Schedule A—Consultant Service Order(Scope of Services).
Schedule B.—Consultant Compensation.
Schedule C—Consultant Hourly Billing Rate Schedule.
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AGREEMENT-ACOUSTIC
ARTICLE 2. BASIC SERVICES
2.1 The Consultant shall provide Basic Services-under this Agreement, as set forth in Schedule "A"
hereto.
2.2 The Services will be commenced by the Consultant upon receipt of a written Consultant
Service Order. signed by the City Manager or his designee. Consultant shall countersign the
Consultant Service Order upon receipt, and return the signed copy to the City.
2.3 As it relates to the Services and the Project, Consultant warrants and represents to City that it
is knowledgeable of Federal, State, and local laws codes, rules and regulations applicable in the
jurisdiction(s) in which the Project is located, including, without limitation, applicable Florida Statutes,
and State of Florida codes, rules and regulations, and local (City of Miami Beach and Miami-Dade
County) ordinances, codes, and rules and regulations (collectively, "Applicable Laws"). As they relate
to the Services and to the Project, the Consultant agrees to comply with all such Applicable Laws,
whether now in effect or as may be amended or adopted from time to time, and shall further take into
account all known pending changes to the foregoing of which it should reasonably be aware.
2.4 The Consultant warrants and represents to City that all of the Services required under this
Agreement shall be performed in accordance with the standard of care normally exercised in the
review of comparable projects in South Florida. Consultant warrants and represents to the City that it
is experienced, fully qualified, and properly licensed (pursuant to Applicable Laws) to perform the
Services. Consultant warrants and represents to City that it is responsible for the technical accuracy
of the Services.
2.5 The Consultant's Basic Services to be provided under this Agreement shall consist of, but not
limited to, the applicable tasks outlined in Schedule "A" hereto:
Notwithstanding the preceding, the Consultant Service Order issued by the City to Consultant shall
delineate the Services to be provided by Consultant for the particular Project (that is the subject of
such order).
2.6 RESPONSIBILITY FOR CLAIMS AND LIABILITIES: Written decisions and/or approvals
issued by the City shall not constitute nor be deemed a release of the responsibility and liability of the
Consultant (or of any of its officers, employees, sub-consultants, agents, and/or servants), for the
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AGREEMENT-ACOUSTIC
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 Terra: 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 and/or 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.
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AGREEMENT-ACOUSTIC
2.7.4 Nothing in this Section 2.7 shall prevent the City from exercising its rights to terminate
.the Agreement, as provided elsewhere herein.
2.8 Consultant shall use its best efforts to maintain a constructive, professional, cooperative
working relationship with the Project Coordinator, and any and all other individuals and/or firms that
have been contracted, or otherwise retained, to perform work on the Project.
2.9 The Consultant shall perform its duties under this Agreement, and under a Consultant Service
Order, in a competent, timely and professional manner, and shall be responsible to the City for any
failure in its performance, except to the extent that acts or omissions by the City make such
performance impossible.
The Consultant is responsible for the professional quality, technical accuracy, completeness,
performance and coordination of all Services required under the Agreement and, specifically under
any Consultant Service Order issued to the Consultant by the City (including the Services performed it
sub-consultants), within the specified time period and specified cost. The Consultant shall perform the
Services utilizing the skill, knowledge, and judgment ordinarily possessed and used by a proficient
consulting with respect to the disciplines required for the performance of the Services in the State of
Florida. The Consultant is responsible for, and shall represent to City that its work conforms to the
City's requirements, as set forth in the Agreement and in any particular Consultant Service Order
issued to Consultant by the City. The Consultant shall be and remain liable to the City for all damages
to the City caused by the Consultant's negligent acts or errors or omissions in the performance of the
work. In addition to all other rights and remedies, which the City may have, the Consultant shall, at its
expense, re-perform all or any portion of the Services to correct any deficiencies which result from the
Consultant's failure to perform in accordance with the above standards. Neither the City's inspection,
review, approval or acceptance of, nor payment for, any of the Services required under the Agreement
shall be construed to relieve the Consultant (or any sub-consultant) of its obligations and
responsibilities under the Agreement, nor constitute a waiver of any of the City's rights under the
Agreement, or of any cause of action arising out of the performance of the Agreement. The Consultant
and its sub-consultants shall be and remain liable to the City in accordance with Applicable Laws for
all damages to City caused by any failure of the Consultant or its sub-consultants to comply with the
terms and conditions of the Agreement or by the Consultant or any sub-consultants' misconduct,
unlawful acts, negligent acts, errors or omissions in the performance of the Agreement. With respect
to the performance of Services by sub-consultants, the Consultant shall, in approving and accepting
such Services, ensure the professional quality, completeness, and coordination of the sub-consultant's
Services.
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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 the City and kept in the 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 personnel to provide same.
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).
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AGREEMENT-ACOUSTIC
2.13.1 Consultant agrees, within fourteen (14) calendar days of receipt of written notice from
the City Manager or his designee (which notice shall state the cause therefore), to promptly
remove and replace a Project Manager, or any other personnel employed or otherwise retained
by Consultant for the Project ( including, without limitation, any sub-consultants).
2.14 Consultant agrees not to divulge, furnish or make available to any third party(ies), any non-
public information concerning the Services or the Project, without the prior written consent of the City
Manager or his designee (who shall be the Project Coordinator), unless such disclosure is incident to
the proper performance of the Services; or the disclosure is required pursuant to Florida Public
Records laws; or, in the course of judicial proceedings, where such information has been properly
subpoenaed. Consultant shall also require its employees and sub-consultants to comply with this
subsection.
2.15 The City and Consultant acknowledge that the Services, as described in this Agreement and in
Schedule "A" hereto, do not delineate every detail and minor work task required to be performed by
Consultant to complete the work and/or services described and delineated under a Consultant Service
Order issued to Consultant by the City for a particular Project. If, during the course of performing work,
services and/or tasks on a particular Consultant Service Order, Consultant determines that work
and/or services should be performed to complete the Project (delineated under such Order) which is,
in the Consultant's reasonable opinion, outside the level of effort originally anticipated in the
Consultant Service Order (issued for the particular Project), then Consultant shall promptly notify the
Project Coordinator, in writing, and must obtain the Project Coordinator's written consent before
proceeding with such work and/or services. If Consultant proceeds with any such additional work
and/or services without obtaining the prior written consent of the Project Coordinator, said work and/or
services shall be deemed to be a Basic Service under this Agreement and shall also be deemed to be
within the scope of services delineated in the Consultant Service Order (whether or not specifically
addressed in such scope of services). Mere notice by Consultant to the Project Coordinator shall not
constitute authorization or approval by the City to perform such work and/or services. Performance of
any such work and/or services by Consultant without the prior written consent of the Project
Coordinator shall be undertaken at Consultant's sole risk and liability.
2.16 Consultant shall establish, maintain, and categorize any and all Project documents and
records pertinent to the Services and shall provide the City, upon request, with copies of any and all
such documents and/or records. In addition, Consultant shall provide electronic document files to the
City upon completion of the Project.
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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 City 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
3.1 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;
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b) the Term of this Agreement; or
c) the amount of compensation the City is obligated or committed to pay Consultant.
3.2 The City shall make available to Consultant all information that the City has in its possession
pertinent to the Project. Consultant hereby agrees and acknowledges that, in making any such
information available to Consultant, the City makes no express or implied certification, warranty,
and/or representation as to the accuracy or completeness of such information. The Consultant
understands, and hereby agrees and acknowledges, that it is obligated to verify to the extent it deems
necessary all information furnished by the City, and that it is solely responsible for the accuracy and
applicability of all such information used by Consultant. Such verification shall include, without
limitation, visual examination of existing conditions in all locations encompassed by the Project, where
such examination can be made without using destructive measures (i.e. excavation or demolition).
Survey information shall be spot checked to the extent that Consultant has satisfied itself as to the
reliability of the information.
3.3 [Intentionally Omitted]
3.4 At any time, in his/her sole discretion, the City Manager may furnish accounting, and
insurance counseling services for the Project (including, without limitation, auditing services to verify
the Consultant's applications for payment, or to ascertain that Consultant has properly remitted
payment due to its sub-consultants or vendors).
3.5 If the City observes or otherwise becomes aware of any fault or defect in the Project, or non-
conformance with the Contract Documents, the City, through the Project Coordinator, shall give
prompt written notice thereof to the Consultant.
3.6 The City, acting in its proprietary capacity as Owner and not in its regulatory capacity, shall
render any administrative approvals and decisions required under this Agreement, in writing, as
reasonably expeditious for the orderly progress of the Services and of the Work. No City
administrative (proprietary) approvals and/or decisions required under this Agreement shall be
unreasonably conditioned, withheld, or delayed; provided, however, that the City shall at all times have
the right to approve or reject any such requests for any reasonable basis.
3.7 The City Commission shall be the final authority to do or to approve the following actions or
conduct, by passage of an enabling resolution or amendment to this Agreement:
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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 Upon 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 be
increased without the prior approval of the City Commission, which approval (if granted at all)
shall be in its sole and reasonable discretion.
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i
3.8.4 [Intentionally Omitted]
3.8.5 The City Manager may approve Contract Amendments which do not 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 Purchasing Ordinance, as amended); provided that no such amendments
increase any of the budgets established by this Agreement.
3.8.6 The City Manager may, in his/her sole discretion, form a committee or committees, or
inquire of, or consult with, persons for the purpose of receiving advice and recommendations
relating to the exercise of the City's powers, duties, and responsibilities under this Agreement
or the Contract Documents.
3.8.7 The City Manager shall be the City Commission's authorized representative with regard
to acting on behalf of the City in the event of issuing any default notice(s) under this
Agreement, and, should such default remain uncured, in terminating the Agreement (pursuant
to and in accordance with Article 10 hereof).
ARTICLE 4. [Intentionally Omitted]
ARTICLE 5. ADDITIONAL SERVICES
5.1 Additional Services shall only be performed by Consultant following receipt of written
authorization by the Project Coordinator (which authorization must be obtained prior to
commencement of any such additional work by Consultant). The written authorization shall contain a
description of the Additional Services required; an hourly fee (in accordance with the rates in Schedule
"C" hereto), with a "Not to Exceed" amount;; the time required to complete the Additional Services; and
an amended Project Schedule (if applicable). "Not to Exceed" shall mean the maximum cumulative
hourly fees allowable, which the Consultant shall not exceed without further written authorization of the
Project Coordinator. The "Not to Exceed" amount is not a guaranteed maximum cost for the additional
work requested, and all costs applicable to same shall be verifiable through time sheets
5.2 Additional Services may include, but not be limited to, the following:
5.2.1 Providing additional work relative to the Project which arises from subsequent
circumstances and causes which do not currently exist, or which are not contemplated by the
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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.
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7.3 Approved Additional Services shall be compensated in accordance with the hourly rates set
forth in Schedule "C," attached hereto. Any request for payment of Additional Services shall be
included with a Consultant payment request. No mark-up shall be allowed on Additional Services
(whether sub-contracted or not).
7.4 [Intentionally Omitted]
7.5 ESCALATION: During the Term of this Agreement, the City may, by written directive
approved and executed by the City Manager, adjust the fees included in the Hourly Billing Rate
Schedule in Schedule "C" hereto, to reflect the change in the Consumer Price Index (CPI) on a year to
year basis. Such adjustment will be based on the cumulative change of the CPI for the Miami urban
area, provided that in no event shall any the annual increase exceed three percent(3%).
7.6 No retainage shall be made from the Consultant's compensation on account of sums withheld
by the City on payments to Contractor.
7.7 METHOD OF BILLING AND PAYMENT. Consultant shall invoice the Project Coordinator in a
timely manner, but no more than once on a monthly basis. Invoices shall identify the nature and
extent of the work performed; the total hours of work performed by employee category; and the
respective hourly billing rate associated therewith. In the event sub-consultant work is used, the
percentage of completion shall be identified. Invoices shall also itemize and summarize any Additional
Services. A copy of the written approval of the Project Coordinator for the requested Additional
Service(s) shall accompany the invoice.
7.7.1 If requested, Consultant shall provide back-up for past and current invoices that records
hours for all work (by employee category), and cost itemizations for Reimbursable Expenses
(by category).
7.7.2 The City shall pay Consultant within forty-five (45) calendar days from receipt and
approval of an acceptable invoice by the Project Coordinator.
7.7.3 Upon completion of the Services, Consultant's final payment shall require the prior
written approval of the City Manager before disbursement of same.
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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 DOCUMENTS
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.
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9.3 At the City's option, the Consultant may be authorized, as an Additional Service, to adapt
copyrighted material for additional or other work for the City; however, payment to the Consultant for
such adaptations will be limited to an amount not greater than 50% of the original fee earned to adapt
the original copyrighted material to a new site.
9.4 The City shall have the right to modify the Project or any components thereof without
permission from the Consultant or without any additional compensation to the Consultant. The
Consultant shall be released from any liability resulting from such modification.
9.5 The Consultant shall bind all sub-consultants to the Agreement requirements for re-use of
plans and specifications.
ARTICLE 10. TERMINATION OF AGREEMENT
10.1 TERMINATION FOR LACK OF FUNDS: The City is a governmental entity and is subject to
the appropriation of funds by its legislative body in an amount sufficient to allow continuation of its
performance in accordance with the terms and conditions of this Agreement. In the event there is a
lack of adequate funding either for the Services or the Project (or both), the City may terminate this
Agreement without further liability to the City.
10.2 TERMINATION FOR CAUSE: The City, through the City Manager, may terminate this
Agreement for cause, upon written notice to Consultant, in the event that the Consultant (1) violates
any provision of this Agreement or performs same in bad faith; (2) unreasonably delays the
performance of the Services or any portion thereof; or(3) does not perform the Services or any portion
thereof in a timely and satisfactory manner. In the case of termination for cause by the City, the
Consultant shall first be granted a thirty (30) day cure period (commencing upon receipt of the initial
written notice of default from the City).
10.2.1 In the event this Agreement is terminated for cause by the City, the City, at its sole
option and discretion, may take over the remaining Services and complete them by contracting
with another consultant(s), or otherwise. The Consultant shall be liable to the City for any
additional cost(s) incurred by the City due to such termination. "Additional Cost" is defined as
the difference between the actual cost of completion of the Services, and the cost of
completion of such Services had the Agreement not been terminated.
10.2.2 In the event of termination for cause by the City, the City shall only be obligated to pay
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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
the City shall first be granted a thirty (30) day cure period (commencing upon receipt of Consultant's
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
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AGREEMENT-ACOUSTIC
documents (for delivery to the Project Coordinator).
ARTICLE 11. INSURANCE
11.1 At all times during the Term of this Agreement, Consultant shall maintain the following required
insurance coverage in full force and effect. The Consultant shall not commence any work until
satisfactory proof of all required insurance coverage has been furnished to the Project Coordinator:
(a) Professional Liability Insurance, in the amount of three hundred thousand dollars
($300,000.00), per claim. Consultant shall notify the Project Coordinator, in writing, within thirty
(30) days of any claims filed or made against its Professional Liability Insurance policy.
(b) Comprehensive General Liability Insurance, in the amount of one million dollars
($1,000,000.00), Single Limit Bodily Injury and Property Damage coverage, for each
occurrence, which shall include products, completed operations, and contractual liability
coverage. The City of Miami Beach, Florida must be named as an additional insured on this
policy.
(c) Worker's Compensation and Employer's Liability coverage within the statutory limits
required under Florida law.
11.2 The Consultant must give the Project Coordinator at least thirty (30) days prior written notice of
cancellation or of substantial modifications in any required insurance coverage. All certificates and
endorsements shall contain this requirement.
11.3 The insurance must be furnished by an insurance company rated B+:VI or better, or its
equivalent, according to Bests' Guide Rating Book, and by insurance companies duly authorized to do
business in the State of Florida, and countersigned by the company's Florida resident agent.
11.4 Consultant shall provide the Project Coordinator with a certificate of insurance of all required
insurance policies. The City reserves the right to require a certified copy of such policies, upon written
request to Consultant.
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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
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AGREEMENT-ACOUSTIC
$10,000, less any amount(s) actually paid by the City to the Consultant hereunder.
Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant hereby
agrees that the City shall not be liable to Consultant for money damages due to an alleged breach by
the City of this Agreement, in an amount in excess $10,000, which amount shall be reduced by any
amount(s) actually paid by the City to Consultant hereunder.
Nothing contained in this subsection, 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.
ARTICLE 15. NOTICE
All written notices given to City by Consultant shall be addressed to:
City Manager's Office
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: Jorge Gomez, Assistant City Manager
With a copy to:
Planning Department
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: Richard Lorber, Acting Planning Director
All written notices given to the Consultant from the City shall be addressed to:
Langan Engineering and Environmental Services, Inc.
15150 N.W. 79th Court, Suite 200
Miami Lakes, FL 33016
Attn: Kevin DuBart
All notices mailed to either party shall be deemed to be sufficiently transmitted if sent by certified mail,
return receipt requested.
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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, without any liability or, at its discretion, to deduct from the contract price (or otherwise
recover)the full amount of such fee, commission, percentage, gift, or consideration.
16.5 LAWS AND REGULATIONS:
16.5.1 The Consultant shall, during the Term of this Agreement, be governed by Federal,
State, Miami-Dade County, and City laws, ordinances, and codes which may have a bearing
on the Services involved in the Project.
16.5.2 Project Documents. In accordance with Section 119.07 (3) (ee), Florida Statutes,
entitled "Inspection, Examination, and Duplication of Records; Exemptions," all building plans,
blueprints, schematic drawings, and diagrams, including draft, preliminary, and final formats,
are exempt from the provisions of Section 11 9.07(l), Florida Statutes (inspection and copying
of public records), and s. 24(a), Article I of the State Constitution. Information made exempt
by this paragraph, with prior written approval from the City Manager, may be disclosed to
another entity to perform its duties and responsibilities; to a licensed architect, engineer, or
contractor who is performing work on or related to the Project; or upon a showing of good
cause before a court of competent jurisdiction. The entities or persons receiving such
information shall maintain the exempt status of the information.
16.5.2.1 In addition to the requirements in this subsection 16.5.2, the Consultant
agrees to abide by all applicable Federal, State, and City procedures, as may be
amended from time to time, by which the documents are handled, copied, and
distributed which may include, but is not limited to, each employee of Consultant and
sub-consultants that will be involved in the Project being required to sign an agreement
stating that they will not copy, duplicate, or distribute the documents unless authorized
by the City Manager, in writing.
16.5.2.2 The Consultant and its sub-consultants agree in writing that the Project
documents are to be kept and maintained in a secure location.
16.5.2.3 [Intentionally Omitted]
16.5.2.4 [Intentionally Omitted]
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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
wages, materials, equipment, sub-consultants, and other purchased services, etc., as necessary to
complete said Services.
16.12 INTENT OF AGREEMENT:
16.12.1 The intent of the Agreement is for the Consultant to provide noise, acoustic, and/or
sound services, and to include all necessary items for the proper completion of such services.
16.12.2 This Agreement is for the benefit of the parties only and it does not grant rights to a
third party beneficiary, to any person, nor does it authorize anyone not a party to the
Agreement to maintain a suit for personal injuries, professional liability, or property damage
pursuant to the terms or provisions of the Agreement.
16.12.3 No acceptance, order, payment, or certificate of or by the City, or its employees or
agents, shall either stop the City from asserting any rights or operate as a waiver of any
provisions hereof or of any power or right herein reserved to the City or of any rights to
damages herein provided.
16.13 This document incorporates and includes all prior negotiations, correspondence,
conversations, agreements, or understandings applicable to the matters contained herein; and the
parties agree that there are no commitments, agreements, or understandings concerning the subject
matter of this Agreement that are not contained in this document. Accordingly, the parties agree that
no deviation from the terms hereof shall be predicated upon any prior representations or agreements
whether oral or written. It is further agreed that no modification, amendment or alteration in the terms
or conditions contained herein shall be effective unless memorialized in written document approval
and executed with the same formality and of equal dignity herewith.
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AGREEMENT-ACOUSTIC
IN WITNESS WHEREOF, the parties hereto have hereunto caused these presents to be
signed in their names by their duly authorized officers and principals, attested by their respective
witnesses and City Clerk on the day and year first hereinabove written.
Attest CITY OF MIAMI BEACH:
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CITY CL RK �� YOR
OS LTANT: Langan Engineering and Environmental
�.INCORP ORATEQ. s, Inc.
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Attest .� �
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Signature ignature
-V/""�-/) /'V '"1:; U Lf
Print Name/Title Print Name /Title
APPROVED AS TO
FORM L)AN U AGE
&FO E UTOON
y ttome Date
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AGREEMENT-ACOUSTIC
NOTE TO AGREEMENT SCHEDULES
NOTE: WITH THE EXCEPTION OF SCHEDULES "A" AND "C" (BASIC SERVICES AND
CONSULTANT'S HOURLY BILLING RATE SCHEDULE), THE ATTACHED SCHEDULES ARE FOR
ILLUSTRATIVE PURPOSES ONLY. WHEN CONSULTANT IS ISSUED A CONSULTANT SERVICE
ORDER FOR A PARTICULAR PROJECT PURSUANT TO THIS AGREEMENT, THEN THE
SPECIFIC SCHEDULES PERTAINING TO THAT PARTICULAR WORK, SERVICES AND/OR
TASKS (I.E. THE SCOPE OF SERVICES; CONSULTANT COMPENSATION; CONSTRUCTION
COST BUDGET; PROJECT SCHEDULE; ETC) SHALL BE NEGOTIATED BETWEEN THE CITY
AND THE CONSULTANT AND THE TERMS OF THIS AGREEMENT SHALL GOVERN FOR THAT
PARTICULAR PROJECT.
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AGREEMENT-ACOUSTIC
SCHEDULE A
SCOPE OF SERVICES
The Consultant shall provide Noise, Acoustic, and/or Sound Services, on an "as needed basis"
meaning that each firm awarded a contract hereby agrees to be placed on a list of professionals
that will provide Noise, Acoustic, and/or Sound Services where the City may call upon them to
perform professional services for applications submitted for the review and approval of one of
the City's Land Use Review Boards, (the Project or Projects), as assigned by the City, in its sole
discretion and judgment. As the need for service arise, firms will be contacted to provide the
necessary professional services according to the negotiated scope of work and cost.
Professional services will be quoted as a lump sum based on the estimated hours to complete a
project and in accordance with the hourly rates set forth in Schedule "C", attached hereto. The
Services will be commenced by the Consultant upon receipt of a written Consultant Service
Order signed by the City Manager or his designee. Consultant shall countersign the Consultant
Service Order upon receipt, and return the signed copy to the City. The Scope of Services shall
consist of, but not be limited to, the following:
SOUND STUDY STANDARDS
OBJECTIVES
1. To determine potential impact of noise from the proposed Project (including all the venues) on the
surrounding neighborhood, with special attention given to the closest residential uses that may be
impacted. Unless otherwise specified, it should include all types of possible noise generated,
including music, live or recorded, amplified or non-amplified, impact from type of music such as
bass levels or use of percussion instruments, other entertainment, ambient noises, general
conversation levels based on the size of the venue(s), handling of dishes, alcohol consumption,
existence or proposal for a pool and pool deck, etc. It should include potential impact from special
events as well, which could permit extended hours of operation, larger occupancies, use of
fireworks, and alcohol service that may not normally be permitted.
2. After conduction of analysis, determine appropriate noise mitigation strategies, if needed and, if
so, what the noise impact beyond the property limits may be after these strategies are in place.
This analysis should include a various options for mitigation, ranging from limitations on
occupancies and limiting amplified music volumes, to partial strategic physical sound barriers up
to the full enclosure and containment of a venue(s), noting the sound reduction anticipated by
such mitigation.
SCOPE OF WORT(
1. Describe Methodology
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AGREEMENT-ACOUSTIC
2. Review the existing Noise Ordinances and other applicable noise codes and standards to
determine appropriate design sound levels for the project to meet.
3. Analyze data provided by applicant, such as architectural drawings, photos, and number of seats,
occupant content, and a description of the proposed operations, as applicable.
4. Collect data, including measuring ambient base level, and conducting computer simulations of
music, and other types of potential noise using the appropriate equipment and software.
a. Take acoustical measurements on the site of the proposed venue(s), at various hours and
days, including timings beyond any proposed hours of operation. At a minimum 5 days shall be
recorded, Thursday through Monday, unless otherwise specified. Any exceptional event
occurring during t h o t ime of the study shall be noted. For example purposes only,
"measurements were taken over Memorial Day weekend").
Take acoustical measurements of ambient sounds in the vicinity of the proposed venue(s)
b a e y p p ( )
5. Determine impact of proposal as it relates to the proximity of residential and hotel units.
6. Develop conclusions recommendations for mitigation including, the type of sound (i.e. ambient or
other), type, size, and distribution of speakers and other sound equipment, controls, the use of
sound proofing materials or methods, modifications in the architectural layout or the addition of
features such as double door vestibules, patron queuing, etc.
7. Include an appendix with support documentation i.e., analyzed data charts, specifications, photos,
videos, etc.
FEES
Fees for typical studies will be determined in consultation and in negotiation with the Consultant,
depending on the scale and complexity of the study that is the subject of the particular Consultant
Service Order issued to Consultant.
Fees shall be broken down into two categories: The primary fee shall be for the preparation of the
acoustic study only; and the secondary fee shall be for attendance at one (1) City Review Board
meeting, where the Consultant shall appear and provide a summary of the report and respond to any
questions from the applicable Review Board, City staff, and the general public.
Should additional appearances before a City Review Board be required, this shall also be negotiated
in advance and included as a Basic Service.
PEER REVIEW STANDARDS
OBJECTIVE
1. To review the analysis and recommendations of the sound study for compliance with accepted
practices, and compliance with required scope of work. This shall include a thorough written
analysis of any and all substantive summary points provided in the original study.
SCOPE OF WORK
1. Review the methodology used, and provide comments
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AGREEMENT-ACOUSTIC
2. Review measurements for consistency(without any new measurements), and provide comments.
3. Review conclusions and recommendations, and provide comments.
FEES
To be negotiated the same as above.
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AGREEMENT-ACOUSTIC
SCHEDULE A
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND
LANGAN ENGINEERING AND ENVIRONMENTAL SERVICES, INC.
CONSULTANT SERVICE ORDER
Service Order No. for Consulting Services.
TO:
DATE:
SCOPE OF SERVICES:
Per attached proposal dated , to be considered part of this Agreement.
Project Name and No:
Estimated calendar days to complete this work: days
Start Date:
Fee for this Service Order: $
The above fee is a Lump Sum or an Upset Limit (check one).
Project Coordinator Date
Planning Director Date Consultant Date
City Manager Date
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AGREEMENT-ACOUSTIC
SCHEDULE B
CONSULTANT COMPENSATION
AGREEMENT BETWEEN CITY OF MIAMI BEACH AND LANGAN ENGINEERING AND
ENVIRONMENTAL SERVICES, INC., FOR Noise, Acoustic, and/or Sound Services
Project Name and No:
Scope of Services:
Fee for this Service Order: $
Note*: These services will be paid lump sum based on percentage of work complete as
identified in the Consultant Service Order.
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AGREEMENT-ACOUSTIC
SCHEDULE C
HOURLY BILLING RATE SCHEDULE
Insert Hourly Billing Rates Here
SCHEDULE OF FEES AND CONDITIONS
Effective 1 January 2011
BILLING CATEGORY
HOURLY BILLING RATE
Principal 260
Associate/Senior Project Personnel—Level 111 210
Senior Project Personnel -Level 1 180
Project Personnel—Level 11 155
Senior Staff Personnel—Level 111 125
Staff Personnel—Level 111 100
Engineering Technicians/Inspectors, CADD and GIS Technicians 77
Technicians/Word Processors/Technical Typists/Financial Analysts 70
Senior Principal is billed at$300/hr
At any level,personnel may be engineers,geologists,hydrogeologists,landscape architects,regulatory specialists,scientists,planners,toxicologists,
wetland specialists,etc.
-Litigation related services,including expert testimony,court appearance,depositions,etc.are billed at 1.5 times the above rates.
-Langan reserves the right to make adjustments for individuals within these classifications as may be necessary by reason of promotion,and to
increase our hourly billing rates due to annual salary increases.
COMPUTER SERVICES
Our in-house computer usage is billed on a time used basis at the following rates:Rate per Hour
CADD,GIS and Terrain Modeling Programs$30
Engineering Programs/Digitizing$25
Our in-house plotting and reproduction usage is billed by media type on an area basis at the following rates:Cost per SF
Bond(Paper)$0.30
Mylar(Film)$2.00
Color(Paper)$3.00
Color(Scanning)$3.00
Color(Film)$4.00
SURVEYING SERVICES
See survey-specific Schedule of Fees and Conditions
REIMBURSABLE EXPENSES
PROFESSIONAL LIABILITY AND RELATED INSURANCE
A surcharge of 4%will be added to the invoice total to cover the cost of Professional Liability Insurance and related costs of insurance.
IN-HOUSE LABORATORY TESTS
Laboratory testing will be billed at unit rates depending on the type of test.A schedule of unit prices for standard laboratory tests will be furnished
upon request.Engineering soil and/or rock samples will be stored for 90 days without charge and will be discarded,or returned to the client,unless
otherwise requested by the client.Sample storage past 90 days will be billed at$105.00 per box per month.
HEALTH AND SAFETY AND OTHER SPECIAL FIELD EQUIPMENT
Special equipment such as nuclear densometers,seismographs,load test equipment,surveying equipment,disposable protective equipment,and
respirator cartridges will be billed on a daily rate.OVA's and similar safety and/or monitoring equipment will be billed on daily,weekly or monthly rates.
A rate schedule will be provided upon request.
SUBCONTRACTED CHARGES
All subcontracted work including laboratory analyses,borings,test pits,report reproduction,outside computer services,surveying,etc.,will be billed at
cost plus 15%.
OTHER EXPENSES
All expenses incurred for special supplies,plan reproduction,long distance communications,travel and subsistence and other project related expenses
will be billed at cost plus 10%.Car mileage will be billed at the IRS rate currently,($.55.5 per mile).Sampling vans are billed at daily rates plus mileage.
TERMS
Invoices are payable within 30 days.Service charge of 1.0%/mo.will be imposed on all bills not paid w/in 30 days. If a bill remains unpaid after 60
days,we will discontinue our work until payments are received to bring your account current.We reserve the right to terminate an account without
notice for non-payment.
F:\PLAN\$PLB\SOUND\Final Agreement Langan.docx
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AGREEMENT—ACOUSTIC