Walker Parking Consultants/Engineers, Inc. X0/3- a�3aS
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND
WALKER PARKING CONSULTANTS/ENGINEERS, INC.
TO CONDUCT A PARKING DEMAND ANALYSIS
This Professional Services Agreement ("Agreement") is entered into this o day of
�G vher , 2013, (Effective Date), between the CITY OF MIAMI BEACH, FLORIDA, a
municipal corporation organized and existing under the laws of the State of Florida, having its
principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139 ("City"), and
WALKER PARKING CONSULTANTS/ENGINEERS, INC., a limited liability company, whose
address is 4904 Eisenhower Boulevard, Suite 150, Tampa, Florida 33634 (Consultant).
SECTION 1
DEFINITIONS
Agreement: This Agreement between the City and Consultant, including any exhibits
and amendments thereto.
City Manager: The Chief Administrative Officer of the City.
Consultant: For the purposes of this Agreement, Consultant shall be deemed to be an
independent contractor, and not an agent or employee of the City.
Services: All services, work and actions by the Consultant performed or undertaken
pursuant to the Agreement.
Fee: Fixed amount paid to the Consultant to allow for its costs and margin of
profit.
Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center
Drive, Third Floor, Miami Beach, Florida 33139: telephone number (305)
673-7000, Ext. 6435: and fax number (305) 673-7023.
SECTION 2
SCOPE OF WORK (SERVICES)
The scope of work to be performed by the Consultant is set forth in Exhibit "A," entitled "Scope
of Work" (Services).
SECTION 3
COMPENSATION
3.1 FIXED FEE
Consultant shall be compensated for the Services performed herein on a fixed fee basis
of One Hundred and Twenty-Seven Thousand Seven Hundred Fifty and 00/100 Dollars
($127,750). The fixed fee includes all expenses.
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3.2 METHOD OF PAYMENT
Payment shall be made monthly to the Consultant pursuant to invoices or other
submissions by the Consultant which detail or represent the completion of the Services,
or portions thereof, as set forth in Exhibit "A'.
Specific milestones shall include the submission of an invoice documenting the
completion of the proportion of the Services performed in each task. All submissions
shall contain a statement that the items set forth therein are true and correct and in
accordance with the Agreement. Payments shall be made within thirty (30) days of
submission of the invoice or report to the City.
SECTION 4
GENERAL PROVISIONS
4.1 RESPONSIBILITY OF THE CONSULTANT
With respect to the performance of the Services, the Consultant shall exercise that
degree of skill, care, efficiency and diligence normally exercised by recognized
professionals with respect to the performance of comparable Services. In its
performance of the Services, the Consultant shall comply with all applicable laws and
ordinances, including but not limited to, applicable regulations of the City, County, State,
Federal Government, ADA, EEO Regulations and Guidelines.
4.2 PUBLIC ENTITY CRIMES
State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida
Statute on Public Entity Crimes as available with the office of the City Clerk shall be filed
by Consultant.
4.3 PROJECT MANAGEMENT
The Consultant shall appoint a qualified individual acceptable to the City to serve as
Project Manager for the Services who shall be fully responsible for the day-to-day
activities under this Agreement and who shall serve as the primary contact for the City's
Project Coordinator.
4.4 DURATION AND EXTENT OF AGREEMENT
The term of this Agreement shall be for a period not to exceed six (6) months from the
date of execution of this Agreement (which shall be the Effective Date on page 1 hereof).
4.5 TIME OF COMPLETION
The Services to be rendered by the Consultant shall be commenced upon receipt of a
written Notice to Proceed from the City subsequent to the execution of this Agreement,
and Consultant shall adhere to the estimated completion schedule as referenced by
Exhibit "A" hereto. A reasonable extension of time may be granted in the event the work
of the Consultant is delayed or prevented by the City or by any circumstances beyond
the reasonable control of the Consultant, including weather conditions or acts of God
which render performance of the Consultant's duties impracticable.
4.6 NOTICE TO PROCEED
Unless directed by the City otherwise, the Consultant shall proceed with work on the
Services only upon issuance of a Notice to Proceed by the City.
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4.7 OWNERSHIP OF DOCUMENTS AND EQUIPMENT
All documents prepared by the Consultant pursuant to this Agreement are related
exclusively to the Services described herein, and are intended or represented for
ownership by the City. Any re-use by Consultant or the other parties shall be approved
in writing by the City.
The City acknowledges that documents prepared by Consultant are instruments of
professional service. Nevertheless, the documents prepared under this Agreement shall
become the property of the City upon completion of the work and payment in full of all
monies due to the Consultant. The City shall not reuse or make any modification to the
documents without the prior written authorization of the Consultant.
4.8 INDEMNIFICATION
Consultant agrees to indemnify and hold harmless the City of Miami Beach and its
officers, and employees from and against actions, claims, liabilities, losses, and
expenses, including, but not limited to, reasonable attorneys' fees, for personal,
economic or bodily injury, wrongful death, loss of or damage to property, at law or in
equity, which may arise from the negligent acts, errors, or omissions of the Consultant,
its employees, agents, sub-consultants, or any other person or entity acting under
Consultant's control, in connection with the Consultant's performance of the Services
pursuant to this Agreement; and to that extent, the Consultant shall pay all such claims
and losses and shall pay all such costs and judgments which may issue from any lawsuit
arising from such claims and losses, and shall pay all costs and reasonable attorneys'
fees expended by the City in the defense of such claims and losses, including appeals.
The parties agree that one percent (1%) of the total compensation to the Consultant for
performance of the Services under this Agreement is the specific consideration from the
City to the Consultant for the Consultant's Indemnity Agreement. The Consultant's
obligation under this Subsection shall not include the obligation to indemnify the City of
Miami Beach and its officers, employees and agents, from and against any actions or
claims which arise or are alleged to have arisen from negligent acts or omissions or
other wrongful conduct of the City and its officers, employees and agents. The parties
each agree to give the other party prompt notice of any claim coming to its knowledge
that in any way directly or indirectly affects the other party.
4.9 INSURANCE REQUIREMENTS
The Consultant shall not commence any work pursuant to this Agreement until all
insurance required under this Subsection has been obtained and such insurance has
been approved by the City's Risk Manager. The Consultant shall maintain and carry in
full force during the term of this Agreement and/or throughout the duration of its work on
the services, the following insurance:
1. Consultant General Liability in the amount of$1,000,000.00.
A certified copy of the Consultant's (and any sub-consultants')
Insurance Policy must be filed and approved by the Risk Manager
prior to commencement.
2. Worker's Compensation & Employers Liability as required
pursuant to Florida Statutes.
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At least thirty (30) days prior to termination, cancellation or reduction in coverage in
the policy must be given to the City's Risk Manager by the Consultant and his
insurance company. The insurance must be furnished by insurance companies
authorized to do business in the State of Florida and approved by the City's Risk
Manager. Original certificates of insurance for the above coverage must be
submitted to the City's Risk Manager for approval prior to any work commencing.
These certificates will be kept on file in the office of the Risk Manager, 3rd Floor, City
Hall. The Consultant is responsible for obtaining and submitting all insurance
certificates for their consultants. All insurance policies must be issued by companies
authorized to do business under the laws of the State of Florida. The companies must
be rated no less than "B+" as to management and not less than "Class VI" as to
strength by the latest edition of Best's Insurance Guide, published by A.M. Best
Company, Oldwick, New Jersey, or its equivalent, subject to the approval of the City's
Risk Manager. Compliance with the foregoing requirements shall not relieve the
Consultant of the liabilities and obligations under this Subsection or under any other
portion of this Agreement, and the City shall have the right to obtain from the
Consultant specimen copies of the insurance policies in the event that submitted
certificates of insurance are inadequate to ascertain compliance with required
overage.
4.9.1 Endorsements
All of Consultant's certificates, above, shall contain endorsements providing that
written notice shall be given to the City at least thirty (30) days prior to termination,
cancellation or reduction in coverage in the policy.
4.9.2 Certificates
Unless directed by the City otherwise, the Consultant shall not commence the
Services until the City has received and approved, in writing, certificates of
insurance showing that the requirements of this Subsection (in its entirety) have been
met and provided for.
4.10 FINAL ACCEPTANCE
When the Services have been completed, the Consultant shall so advise the City in
writing. Final Acceptance shall not constitute a waiver or abandonment of any rights
or remedies available to the City under any other Section of this Agreement.
4.11 TERMINATION, SUSPENSION AND SANCTIONS
4.11.1 Termination for Cause
If through any cause within the reasonable control of the Consultant, the Consultant
shall fail to fulfill in a timely manner, or otherwise violate any of the covenants,
agreements, or stipulations material to this Agreement, the City shall thereupon have
the right to terminate the Services then remaining to be performed. Prior to
exercising its option to terminate for cause, the City shall notify the Consultant of its
violation of the particular terms of this Agreement and shall grant Consultant ten (10)
days to cure such default. If such default remains uncured after (10) days, the City
may terminate this Agreement. In that event, all finished and unfinished documents,
data, studies, surveys, drawings, maps, models, photographs, reports and other work
products prepared by the Consultant and its subcontractors shall be properly
delivered to the City and the City shall compensate the Consultant in accordance with
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Section 3 for all Services satisfactorily performed by the Consultant prior the date of
the Notice of Termination. Notwithstanding the above, the Consultant shall not be
relieved of liability to the City for damages sustained by the City by virtue of any
breach of the Agreement by the Consultant and the City may reasonably withhold
payments to the Consultant for the purposes of set-off until such time as the exact
amount of damages due the City from the Consultant is determined.
4.11.2 Termination for Convenience of City
The City may, for its convenience and without cause, terminate the Services then
remaining to be performed at any time by giving written notice to Consultant of such
termination, which shall become effective seven (7) days following receipt by
Consultant of the written termination notice. In that event, all finished or unfinished
documents and other materials as described in Section 2 and Exhibit "A" shall be
properly delivered to the City. If the Agreement is terminated by the City as provided
in this Subsection, the City shall compensate the Consultant for all Services
satisfactorily performed by the Consultant, and for all expenses reasonably incurred
by the Consultant in connection with termination of this Agreement, including but not
limited to demobilization, and space and equipment costs, and reasonable direct
costs of Consultant for assembling and delivering to City all documents. Such
payment shall be the total extent of the City's liability to the Consultant due to a
Termination for Convenience, as provided for in this Subsection.
4.11.3 Termination for Insolvency
The City also reserves the right to terminate the remaining Services to be performed
in the event the Consultant is placed either in voluntary or involuntary bankruptcy or
makes an assignment for the benefit of creditors. In such event, the right and
obligations for the parties shall be the same as provided for in Section 4.11.2.
4.11.4 Sanctions for Noncompliance with Nondiscrimination Provisions
In the event of the Consultant's noncompliance with the nondiscrimination provisions
of this Agreement, the City shall impose such sanctions as the City or the State of
Florida may determine to be appropriate, including but not limited to, withholding of
payments to the Consultant under the Agreement until the Consultant complies
and/or cancellation, termination or suspension of the Services. In the event the City
cancels or terminates the Services pursuant to this Subsection the rights and
obligations of the parties shall be the same as provided in Section 4.11.2.
4.11.5 Chances and Additions
Each such change shall be directed by a written Notice signed by the duly authorized
representatives of the Consultant. Said Notices shall provide an equitable adjustment
in the time of performance, a reallocation of the task budget and, if applicable, any
provision of this Agreement which is affected by said Notice. The City shall not
reimburse the Consultant for the cost of preparing Agreement change documents,
written Notices to Proceed, or other documentation in this regard.
4.12 ASSIGNMENT, TRANSFER OR SUBCONTRACTING
The Consultant shall not subcontract, assign, or transfer any work under this
Agreement without the prior written consent of the City.
4.13 EQUAL EMPLOYMENT OPPORTUNITY
In connection with the performance of this Agreement, the Consultant shall not
discriminate against any employee or applicant for employment because of race,
color, national origin, religion, sex gender identity, sexual orientation, disability,
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marital and familial status, or age. The Consultant shall take affirmative action to
ensure that applicants are employed and that employees are treated during their
employment without regard to their race, color, national origin, religion, sex gender
identity, sexual orientation, disability, marital and familial status, or age. Such action
shall include, but not be limited to the following: employment, upgrading, demotion, or
termination; recruitment or recruitment advertising; layoff or termination; rates of pay,
or other forms of compensation; and selection for training, including apprenticeship.
4.14 CONFLICT OF INTEREST
The Consultant agrees to adhere to and be governed by the Miami-Dade County
Conflict of Interest Ordinance (No. 72-82), as amended; and by the City of Miami
Beach Charter and Code, which are incorporated by reference herein as if fully set
forth herein, in connection with the Agreement conditions hereunder. The Consultant
covenants that it presently has no interest and shall not acquire any interest, direct or
indirectly which should conflict in any manner or degree with the performance of the
Services. The Consultant further covenants that in the performance of this
Agreement, no person having any such interest shall knowingly be employed by the
Consultant. No member of or delegate to the Congress of the United States shall be
admitted to any share or part of this Agreement or to any benefits arising there from.
Furthermore, the Consultant covenants that it will not contract with any other entity,
public or private for similar or like services within the city limits of the City of Miami
Beach, until such time that the City issues written acknowledgement as accepting the
final study version of said study.
4.15 PATENT RIGHTS; COPYRIGHTS; CONFIDENTIAL FINDINGS
Any patentable result arising out of this Agreement, as well as all information, design
specifications, processes, data and findings, shall be made available to the City for
public use. No reports, other documents, articles or devices produced in whole or in
part under this Agreement shall be the subject of any application for copyright or
patent by or on behalf of the Consultant or its employees or subcontractors.
4.16 NOTICES
All communications relating to the day-to-day activities shall be exchanged between
the Project Manager appointed by Consultant and the Project Coordinator designated
by the City. The Consultant's Project Manager and the City's Project Coordinator shall
be designated promptly upon commencement of the Services. All other notices and
communications in writing required or permitted hereunder may be delivered
personally to the representatives of the Consultant and the City listed below or may
be mailed by registered mail, postage prepaid (or airmailed if addressed to an
address outside of the city of dispatch).
Until changed by notice in writing, all such notices and communications shall be
addressed as follows:
TO CONSULTANT: Walker Parking Consultants/Engineers, Inc.
Attn: Uday Kirtikar, P.E.
4904 Eisenhower Boulevard, Suite 150
Tampa, FL 33634
(813) 888-5800
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TO CITY: City of Miami Beach Parking Department
Attn: Saul Frances, Parking Director
1755 Meridian Avenue, , Suite 200
Miami Beach, FL 33139
(305) 673-7000, extension 6483
Notices hereunder shall be effective:
If delivered personally, on delivery; if mailed to an address in the city of dispatch, on the day
following the date mailed; and if mailed to an address outside the city of dispatch on the
seventh day following the date mailed.
4.17 LITIGATION JURISDICTION/VENUE
This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal
action is necessary by either party with respect to the enforcement of any or all of the
terms or conditions herein exclusive venue for the enforcement of same shall lie in
Miami-Dade County, Florida.
4.18 ENTIRETY OF AGREEMENT
This writing and the Services embody the entire Agreement and understanding
between the parties hereto, and there are no other agreements and understandings,
oral or written with reference to the subject matter hereof that are not merged herein
and superseded hereby. No alteration, change, or modification of the terms of this
Agreement shall be valid unless amended in writing, signed by both parties hereto,
and approved by the City Commission of the City of Miami Beach. This Agreement
shall be governed by and construed according to the laws of the State of Florida.
4.19 LIMITATION OF CITY'S LIABILITY
The City desires to enter into this Agreement only if in so doing the City can place a
limit on the liability for any cause of action for money damages due to an alleged
breach by the City of this Agreement, so that its liability for any such breach never
exceeds the sum of $10,000. Consultant hereby expresses its willingness to enter
into this Agreement with Consultant's recovery from the City for any damage action
for breach of contract to be limited to a maximum amount of $10,000. Accordingly,
and notwithstanding any other term or condition of this Agreement, Consultant hereby
agrees that the City shall not be liable to the Consultant for damages in an amount in
excess of $10,000, for any action or claim for breach of contract arising out of the
performance or non-performance of any obligations imposed upon the City by this
Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is in
any way intended to be a waiver of the limitation placed upon the City's liability as set
forth in Section 768.28, Florida Statutes.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
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SCOPE OF SERVICES
EXHIBIT "A"
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WALKER
PARKING CONSULTANTS
SCOPE OF SERVICES
1.1 PROJECT UNDERSTANDING
The City of Miami Beach is requesting an update of the Parking Supply/Demand
Analysis Report (Revised Final Report issued in February 2004) for specific tasks and
deliverables that can be used to assist the City with its efforts to prepare for future
development and growth within specific areas of South Beach, from Dade Blvd to S.
Point Drive. Adequate and convenient parking is a critical issue for the success of
future development and growth. A scope of services has been developed for an
update to the City of Miami Beach Parking Study for certain specific neighborhoods
based on the tasks below. The City reserves the right to prioritize the sequencing of
tasks and by area. The study will address the following tasks:
Update physical inventory and analysis
• Update projection of future parking demand and need
Analyze the City's proposed parking overlay district*; forecast impact of its
implementation; and provide alternatives (Phase I only)
Analyze impact of extending existing restricted residential parking zone hours to
24 hours/seven days a week and provide alternatives (all applicable restricted
residential parking zones within the study areas)
• Public input provided through the City
1.2 STUDY AREAS
Phase I -5th Street to 17th Street and from West Avenue/Bay Road to Lenox Avenue
Phase II - 17th Street to 23rd Street/Dade Boulevard and from Alton Road to Collins
Avenue
Phase III - 5th Street to 17th Street and from Lenox Avenue to Pennsylvania/Drexel
Avenue
Phase IV - 5th Street to 1 o 17th Street and from Pennsylvania/Drexel Avenue to Collin
Avenue/Ocean Drive
Phase V-South Pointe Drive to 5th Street and from Alton Road to Ocean Drive.
1.3 SCOPE OF SERVICES
We propose to provide the same scope of services for each phase of the project as
follows:
WALKER
PARKING CONSULTANTS
1. Meet with representatives of City of Miami Beach to further clarify study objectives,
confirm the study area; parking analysis; and projected schedule.
2. Review pertinent reports, studies, and statistical data regarding the study area with
representatives of City of Miami Beach. Included in this information will be land use
data provided by the City (building square footage data on a building-by-building
basis also identifying type of land use).
3. Review the major parking generators in the study area with representatives of City of
Miami Beach to understand their concerns and interests.
4. Conduct an initial field survey to update the inventory of on-street and off-street
parking facilities within the study area. Record the type of parking (e.g. public,
commercial, or private and whether surface lot or structure), number of spaces
reserved and the type of access control (if any is in place), and parking rates.
5. During the initial field survey, record the number of vehicles parked by facility during
the inventory process.
6. Perform a License Plate Inventory (LPI), recording the location and duration of each
vehicle. The LPI will be a sampling of the peak hours during a typical week day and
weekend day within the study area (days and hours to be determined).
7. Perform parking occupancy counts at three intervals on all public and accessible
private parking areas within the study zone on a typical week day and weekend
day (days and hours to be determined).
8. Analyze field survey data and present in report and graphic form.
9. Calculate and compare parking demand with the current parking supply and
identify areas with deficits and surpluses.
10. Compare the parking supply (and proposed overlay parking district*) with planned
development and projected future demand.
11. Identify areas with parking deficiencies that are likely to require expansion of the
parking supply, including impact of extending restricted residential parking zones to
24 hours a day/seven days a week in existing areas, where applicable.
12. Prepare and submit a draft of the task report for review and discuss findings with
representatives from the City.
13. Incorporate the City's comments into the task report.
14. Issue one CD of the final task report with comments by the City.
15. A total of four (4) meetings or teleconferences with the client are planned.
* Denotes tasks specific to the Alton Road Parking Overlay District only.
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PARKING CONSULTANTS
1.4 DELIVERABLES
We propose to provide the same deliverables for each phase of the project as follows:
I. Work Plan, including progress schedule
2. Supply/Demand Analysis technical memorandum
3. Supply/Demand Analysis draft report
4. Overlay parking district review and alternatives*
5. Residential Parking Zone extension to 24 hours/seven days a week review and
alternatives, if applicable
6. Final parking master plan report; this report will incorporate parking supply/demand,
alternatives analysis; overlay district impact and alternatives; and impact of
extension of residential parking zone hours to 24 hours, seven days a week.
* Denotes deliverables specific to the Alton Road Parking Overlay District only.
1.5 SCHEDULE
We are prepared to begin the Phase I work within two weeks after receiving a signed
agreement. We estimate that a draft report for each phase can be provided within 20
business days of the mutually-agreed-upon start date. To meet the City's schedule, we
anticipate allowing 5 business days for the City to comment on the draft report. The
report can be finalized within five business days after receiving City comments. Should
no comments be received within 10 business days, the report will be deemed the final
report unless other mutually-agreeable arrangements are made.
Phase Proposed Start Date Estimated Completion Date
October 21, 2013 December 2, 2013
II October 28, 2013 December 9, 2013
III November 4, 2013 December 16, 2013
IV November 11, 2013 December 23, 2013
V November 18, 2013 December 30, 2013
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WALKER
PARKING CONSULTANTS
1.6 PROFESSIONAL FEE
All five phases are contracted as a single project; Walker will perform the scope of
services described in this proposal for all five phases for a lump sum fee of $127,750
(One Hundred, Twenty-Seven Thousand, Seven Hundred and Fifty Dollars). The lump
sum fee includes all expenses.
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