RESOLUTION 92-20476 RESOLUTION NO. 92-20476
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI-
BEACH,
IAMIBEACH, FLORIDA, AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE A PROFESSIONAL ENGINEERING SERVICES AGREEMENT
WITH WALLACE ROBERTS & TODD FOR PROFESSIONAL PLANNING,
DESIGN AND ENGINEERING SERVICES RELATED TO THE PROPOSED
HISTORIC CONVENTION VILLAGE REDEVELOPMENT AND
REVITALIZATION AREA.
Whereas, the City of Miami Beach ("City") issued a Request for
Letters of Interest No. 29-91/92 for professional services related
to a study of the Proposed Historic Convention Village
Redevelopment and Revitalization Area; and,
Whereas, Wallace Roberts & Todd ("Consultant") submitted a
proposal in response to City's Request for Letters of Interest;
and,
Whereas, the City and Consultant have negotiated an agreement,
and the agreement has been recommended by the City Manager and
approved as to form by the City Attorney.
Now, therefore, be it resolved by the City Commission of the
City of Miami Beach, that the Mayor and the City Clerk are
authorized to execute a Professional Services Agreement with
Wallace Roberts & Todd for Planning, Design, Engineering and
related professional services associated with the Proposed Historic
Convention Village Redevelopment and Revitalization Area.
Passed and adopted this 18th day of March , 1992 .
ATTEST:
Tr
111
City Clerk Mayor
SRM APPROVED
LEGAL DEPT.
By
77-46-z-en,
„7;3/4(///9Z__
Date
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CITY OF MIAMI BEACH
Ad.
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
OFFICE OF THE CITY MANAGER TELEPHONE: (305) 673-7010
FAX: (305) 673-7782
COMMISSION MEMORANDUM NO. 1547-- 92.
DATE: March 18, 1992
TO: Mayor Seymour Gelber and
Members of the City Commission
ees7.-
FROM: Carla Bernabei Talarico -+NP
City Manager
SUBJECT: CONTRACT FOR PROFESSIONAL ENGINEERING SERVICES WITH
WALLACE ROBERTS AND TODD FOR PROFESSIONAL PLANNING DESIGN
AND ENGINEERING SERVICES RELATED TO THE PROPOSED HISTORIC,
CONVENTION VILLAGE REDEVELOPMENT AND REVITALIZATION AREA
At the City Commission meeting of January 22, 1992 the City
Commission selected Wallace Roberts and Todd as the top ranked
consultant to undertake the Historic Convention Village
Redevelopment and Revitalization study.
The City Administration has negotiated a contract with Wallace
Roberts and Todd and their sub-consultants to undertake this study.
This contract is attached to this memorandum for the City
Commission's review.
It is recommended that the City Commission approve the contract and
authorize the Mayor and City Clerk to execute the contract with
Wallace Roberts and Todd for the purposes of undertaking the
Historic Convention Village Redevelopment and Revitalization study.
Administration Recommendation:
That the City Commission approve the attached contract authorizing
Wallace Roberts and Todd to undertake the Historic Convention
Village Redevelopment and Revitalization area study.
CBT:ah
63
AGENDA -� E
ITEM
DATE J -ve.9:2„
PROFESSIONAL SERVICES AGREEMENT
CONSULTANTS: WALLACE ROBERTS & TODD
191 G I RALDA AVENUE
CORAL GABLES, FLORIDA 33134-5208
PROJECT: PROFESSIONAL SERVICES ASSOCIATED
WITH THE PROPOSED HISTORIC
CONVENTION VILLAGE REDEVELOPMENT
AND REVITALIZATION AREA.
AGENCY: CITY OF MIAMI BEACH
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
DATA OF CONTRACT: Nv
PROFESSIONAL SERVICES AGREEMENT
HISTORIC CONVENTION VILLAGE REDEVELOPMENT AND
REVITALIZATION AREA
THIS AGREEMENT made this 1st dayof April
1992 by and between
the CITY
OF MIAMI BEACH, a Florida municipal corporation, hereinafter p e Wafter called the
"City",, which term shall include its officials, successors, legal representatives,
ns and WALLACE g p esentat�ves, and
assigns, ROBERTS & TODD, a Pennsylvania Partnership,
hereinafter called the "Consultant". y e ship,
WITNESSETH
That the City and the Consultant, for the consideration herein set forth, agree as
follows:
SECTION 1
DEFINITIONS
Agreement: This written Agreement between een the City and the
Consultant.
City Manager: "City Manager" means the Chief Administrative officer
of the City.
Equal Employment
Opportunity: Opportunityprovided bythe Consultant pursuant to
Executive Order 11246, as amended and required to
be a
part of all contracts covered by said Executive
Order.
Final Acceptance: "Final Acceptance" means notice from the City to the
Consultant that the Consultant's Services are complete
as provided in Section 4.8 of this Agreement.
Project
Coordinator: An individual designatedCity by the C y Manager to
coordinate, direct and review on behalf of the City all
technical matters involved in the Scope of Work.
Proposal: Consultant's proposal in response to theCity's
City s
Request for Letters of Interest (RLI) No. 29-91/92.
Risk Manager: The Risk Manager of the Cit with offices
City, at 1700
Convention Center Drive, Third Floor, Miami Beach,
Florida 33139.
RLI: Request for Letters of Interest No. 29-91/92 "Project
Title: Professional Planning and Engineering Services
for a Study of the Proposed Historic Convention Village
g
Redevelopment and Revitalization Area."
Services: All services, work and actions by the Consultant
performed pursuant to or undertaken under this
Agreement described in Section 3.
Study Area: The Proposed Historic Convention Village
Redevelopment and Revitalization Area, plus adjacent
1
3.1.1 Subc onsuttant Costs
All sub-consultant costs shall be borne byWallace
Roberts & Todd within the lump
sum fee.
3.2 METHOD OF PAYMENT
3.2.1 Monthly Payment
Payment shall be made to the Consultant monthly pursuant to invoices submitted
by the Consultant which detail percentage of completion of each task in the Scope
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of Services. Invoices shall be accompanied by a narrative ress ro report which
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supports the invoices, and shall contain a statement that the items set forth therein
are true and correct and in accordance with the Agreement. Payments of such
invoices shall be made within 30 days of receipt bythe City.
ty.
3.3 COMPENSATION FOR ADDITIONAL SERVICES
Additional services beyond those specified as Phase One Basic Scope of Services
ces
shall be reimbursed based upon a mutually acceptable adjustment of the lump
sum fee or on the basis of Consultants or subconsultants hourly rates as indicated
in Exhibit B, with direct expenses reimbursed at cost. Reimbursable expenses
include airfare, subsistence, auto travel at 0.28/mile, long-distance telephone,
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courier, postage, fax, reproduction, printing, photography and purchase of
.
materials or services directly necessitated by the work.
3.4 CONTINGENCY ALLOWANCE
City hereby creates a contingency allowance of an amount not to exceed Ten
Thousand Dollars ($10,000) for the purpose of utilizing Additional Services of the
Consultant for unforseen contingencies which may arise during performance of the
Phase One Services. The use of the contingency allowance will be with the prior
written approval of the City Manager.
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.
With respect to the performance of work by subconsultants or subcontractors, the
Consultant shall use its recognized professional judgment, care and prudence in
accepting such work, and the Consultant shall require that the subconsultant be
bound by the terms and conditions of this Section.
In its performance of the Services, the Consultant:
Shall comply with all applicable laws and ordinances, including applicable
regulations of the City, County, State and Federal Government and
Shall be responsible for the coordination, integration and interfacing of all
work performed by its own forces and its subcontractors.
3
EXHIBIT A
PHASE ONE BASIC SCOPE OF SERVICES
SERVICES TO BE PERFORMED BY CONSULTANT
Task 1.1 Review of Historic/Architectural Documentation
Consultant will review existing City documentation of historic and architectural '
sign�ficance
among structures in the proposed Historic Convention Village for theose
ur of providing
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a basis of evaluating the impact of the convention headquarters hotel ("convention hotel"
).
Task 1.2 Convention Hotel Program For the Study Area
Referencing prior market and economic analyses related to aros ective convention
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hotel and other available resources (including consultations with appropriate
representatives of the hotel/convention industry, the historic preservation communityand
other interested
groups) the Consultant will revalidate and/or reconfirm the demand for
additional convention quality hotel rooms in the study area and define a convention hotel
program suitable to service major conventions. If Consultant is unable to revalidate
and/or reconfirm the prior demand estimates due to the lack of sufficient data or
applicable research Consultant will identify specific data gaps which may subject subject to
authorizations for additional services to conduct market demand studies as may be
mutually agreed. Where appropriate, ranges will distinguish "minimum acceptable" from
recommended or "optimal" sizes for spec.�f�. Pc hotel program elements. The following hotel
program elements will be included.
• Revalidate total required convention quality hotel room inventory
• Determine the need for providing convention quality hotel rooms in the study
area
• Minimum and optimum hotel size on a single site in the study area required to
satisfy meeting planners of first priority events as defined in the convention
center booking policy
• Preliminary stratification of hotel room inventory by price and type
• Preliminary concepts for integration of new convention hotel and rehabilitated
hotel rooms in the study area
• Convention quality ancillary meeting rooms, public spaces and amenities
(ballrooms, restaurants, media centers, lobby/reception areas, etc.)
Based on these program elements a preliminary development "footprint" will be
determined as a basis for determining minimum site size criteria in the study area.
Task 1.3 Site Identification and Evaluation
The purpose of this task is to determine if and where suitable sites can be identified for
one or more convention hotels as defined in Task 1.2 and within the criteria of
development feasibility and compatibilitywith the expanded historic district. Based upon
land use and roe parcelizationp
property rty data supplied by the City and the Convention Hotel
Program established in Task 1.2, the Consultant will identifycandidate '
sites within the
proposed Historic Convention Village. In consultation with City staff the Consultant will
select up to three of the most promising candidate sites for preliminary site "fit"
studies.
Task 1.4 Preliminary Hotel Development Parameters
For each of the selected candidate sites the Consultant will estimate a e the hotel
development capacity as determined by urban design compatibility with the surrounding
historic district. In addition the Consultant will evaluate the "fit" of the convention hotel
program and depict in schematic form the following:
• Internal/External Functional Organization, Access and Circulation
• Site Organization and Orientation
• Spatial Arrangement (vertical and horizontal) of Convention Hotel Program
Elements
• Scale and Massing
• Conformance with U.S. Secretary of the Interior Standards
The purpose of this task is not to identify a mandated architectural design.g Rather, the
purpose is to demonstrate the feasibility of accommodatingthe convention hotel program
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at specific candidate sites and to determine, in general, theprobable visual impacts on
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the scale of the surrounding historic district. The Cityshall supply all
. pp y necessary
documentation of constraints on all sites including zoning, CCCL, flood criteria,
teria,
easements, available infrastructure, and traffic capacity, concurrency constraints, etc.
Consultant will depict the accommodation of the convention hotel on the selected si
te(s)
with one or more conceptual drawings for each site.
Task 1.5 Preliminary Criteria and Concepts for Incorporation of
Adaptive Reuse of
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Existing Hotel Inventory as a Convention Hotel Component
In this task the Consultant will prepare initial criteria for including historic structures into
the convention hotel program. Preliminary concepts will address such issues as:
• Minimum criteria for hotel rooms, public spaces and amenities to meet
convention quality requirements
• Locational/Proximity criteria in the study area
• Concepts for booking system networks
This task will be developed in addition to the sites identified in Task 1.3.
Task 1.6 Adaptive Reuse Prototype
In order to demonstrate the application of the criteria developed in Task 1.5, the
Consultant will prepare "before and after" plan diagrams depicting necessary alterations
areas as depicted in Exhibit "C."
Sub-Consultant and/or
Sub-Contractor: A firm, company, or individual assigned Y g ed by the
Consultant and approved by the City to perform a
portion of the Services required hereunder in
accordance with the terms of a sub-consultant
agreement, as provided in Section 4.13.
Termination: Termination of Consultant Services as
provided in
Section 4.9 of this Agreement.
Task: A discrete portion of the Scope of Services
p to be
accomplished by the Consultant, as described in
Section 2 herein, if directed and authorized.
SECTION 2
SCOPE OF SERVICES
The Consultant shall do, perform and carry out in a professional and proper
manner certain duties related to the planning, design, engineering and
implementation of projects, studies and related activities
associated with the
proposed Historic Convention Village Redevelopment and Revitalization Area. The
services to be performed shall be divided into phases as follows.
Phase One: Preliminary Convention Hotel Site Evaluation and Concept
Development
Phase Two: Finding of Necessity and Redevelopment Plan Preparation
Phase Three: Detailed Planning, Engineering, Design and Economic Studies
associated with the Historic Convention Village
Redevelopment and Revitalization Area.
Phase Four: Implementation Tools and Assistance
A detailed Scope of Work for Phase One is set forth in Exhibit A "Phase One
Scope of Services." All work assignments beyond or in addition to Phase One, as
defined in Exhibit A shall be requested as additional project authorizations subject
to the prior approval of the City Commission. Such additional project
authorizations shall be delineated in future Exhibits.
SECTION 3
COMPENSATION
3.1 PHASE ONE LUMP SUM FEE
The City agrees to pay the Consultant for the Phase One Basic Scope of Services
identified in Exhibit A, a lump sum fee of Sixty Thousand Dollars ($60,000). which
shall include compensation for all labor, overhead, profit and direct expenses of the
Consultant in performing the Basic Scope of Services including but not limited to
travel, subsistence, telephone, mail, courier, reproduction, etc.
2
to a prototypical historic hotel structure. The consistency of such improvements with
National Register and other criteria for the rehabilitation of historic structures will be
evaluated.
Task 1.7 final Report
A report will be prepared to summarize the conclusions of the Phase One Tasks. Twenty
draft black and white report copies will be submitted along with camera-ready originals.
Task 1.8 Presenteti nal rkshops
The Consultant will participate in up to three (3) public presentations or workshops.
Participation by the Consultant in additional presentations or workshops will be as
authorized with reimbursement on an hourly basis as Additional Services,
ADDITIONAL SERVICES BY CONSULTANT
The City Commission may at any time expand or amend the Scope of Services. Such
additional services shall be reimbursed with a mutually acceptable adjustment to the lump
sum fee or on the basis of Consultant's hourly rates as indicated in Exhibit B. Such
additional tasks which may be authorized during Phase One may include, but may not be
limited to:
• Additional architectural and/or urban design depictions - Not to exceed
$15,000 per site.
• Preliminary review workshop on Finding of Necessity Issues - Not to exceed
$8,000.
• Economic/Market analyses of Lincoln Road - Not to exceed $20,000.
SERVICES TO BE PERFORMED BY THE CITY
The City of Miami Beach shall be responsible for providing all relevant data requested by
the Consultant, which may include, but not be limited to:
• Prior relevant plans, studies and reports
• Reproducible base maps and aerial photos
• Conditions and capacities of infrastructure, roadway and parking facilities
• Data on land use, historic data, ownership, parcelization, zoning and regulatory
constraints
The Consultant shall be entitled to rely upon the accuracy and completeness of data
supplied by the City.
In addition the City shall be responsible for conducting all public meetings including any
required public notices arid for the reproduction of final report documents.
4.2 PERSONNEL
The Consultant shall provide the City, monthly, or as requested by the City for
its
approval, a schedule of present and projected full-timep ersonnel for the
performance of Services.
The schedule shall include names, salary, wage rates and race categories for each
individual.
The City approves the assignment of thosepersonnel listed in Exhibit B
. to the
project. If requested by the City, the Consultant shall submit to the Citythe
qualifications of any other personnel proposed by Consultant to be assigned
g by
the Consultant to perform Services under this Agreement.
The City reserves the right to direct the Consultant to remove any personnel
of its
from the performance of the services under this Agreement and to reject
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nomination of personnel for the performance of the Services. The Consultant may
nor replace anystaff
not reassign p member committed to this Project in its proposal
and as shown in Exhibit B without the prior written consent of the City.
4.3 PROJECT MANAGEMENT
The Consultant hereby designates John Fernsler as Project Manager for the
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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
ect
J
Coordinator.
4.4 TIME OF COMPLETION
The professional Services to be rendered by the Consultant shall be commenced
upon receipt of a written notice to proceed from the City subsequent to the
a
execution of this Agreement, and Consultant shall strive to complete Phase One
Basic Scope of Services within 120 days from notice to proceed.
A reasonable extension of time shall be granted in the event the work of the
Consultant is delayed or prevented by the City or by any circumstances beyond
the reasonable control of the Consultant, including weather conditions y
or acts of
God which render performance of the Consultant's duties impracticable.
Such extensions of time shall not be a basis for any claim by the Consultant for
additional compensation, unless an extension is based on a delay caused solely
by the City and is in excess of sixty (60) days. Authorization for additionalp hases
of work shall be accompanied by mutually acceptable performance schedules.
4.5 NOTICE TO PROCEED
Unless directed by the City otherwise, the Consultant shall proceed with the work
only upon:
Consultant's receipt of written Notice to Proceed from the City. The Notice
to Proceed shall state what portion of the Services (i.e., tasks and/or
subtasks) Consultant is authorized to perform. The performance of any
portion of the Services not included in the initial Notice to Proceed
authorizing the performance of such portion of the Services.
4.6 OWNERSHIP OF DOCUMENTS
All finished and unfinished documents, data, studies, surveys, drawings,
specifications, maps, photographs, reports, books and estimates gathered or
4
prepared for or by the Consultant pursuant to this Agreement shall be the property
of the City without restriction or limitation oft their use. All of the foregoing material
shall be made available, upon request to the e City at any
time. Original copies of
such shall be delivered by the Consultant top
the City upon Final Acceptance or
Termination of the Services. The Consultant shall be permitted to retain, at its own
cost, copies of such items for its record; however, publication of this material is
subject tot
the written approval of the City.
Y
4.7 INDEMNIFICATION AND INSURANCE
4.7.1 Indemnification
The Consultant shall indemnify, defend and save the Owner and the City of Miami
Beach and its officers, agents and employees
harmless from any and all claims,
liability,
losses and causes of actions to the extent e t they arise out of any willful or
negligent act, error or omission of the Consultant, its subconsultants, agents or
employees incidental to the performance of the Consultant's u tant's professional Services
under this Agreement or arising out of or due to
Consultant's breach of this
Agreement; and to that extent, the Consultant shalla
p y all such claims and losses
and defend all such suits in the name of the City, and shall
judgements all pay all such costs and
which may issue thereon. The parties agree that
ens g one percent (1%) of
the total Compensation at�on to the Consultant for performance of this Agreement g ent is the
specific consideration from the City to the Consultant's IndemnityAgreement.
reem g ent.
4.7.2 Insurance Requirements
The Consultant shall not commence any pursuant n
work a t to this Agreement until all
insurance required under this Section has been obtained a ed and such insurance has
been approved by the City's Risk Manager. The Consultant g u tant shall maintain and
carry in full force during the term of this Agreement and throughout
the duration
of this project the following insurance:
1. Consultant Professional Liability in the amount of50
$ 0,000.00. For a claims
made policy, the Consultant agrees to maintain a comparable
le
policy for four(4) years, provided that such comparable policyis obtainable
by Consultant
at reasonable market costs and provided that sucholic v p y shall include
coverage erage for prior acts effective from the data of execution u on of this
Agreement. A certified copy of this Consultant's (and any subconsultants')
Certificates of Insurance must be filed and approved
pp by the Risk Manager
prior to commencement.
2. Commercial General liability ir1 the amount of $1,000,000
per occurrence for
bodily injury and property damage (which shall include contractual c ual Iiability
and completed operations coverages). The City of Miami Beach
must be
named as an additional insured on this policy.
3. Workers Compensation & Employers Liability required re uired per Florida
statutes.
4. Thirty (30) days written notice of cancellation or substantial modification in
the insurance coverages must be given to the Citybythe
his Consultant and
is insurance company,
5. The insurance must be furnished by insurance companies authorized p o ized to do
business in the State of Florida and approved bythe City's Risk y Manager.
6. Original certificates of insurance for the above must coverages g s be submitted
to the City's Risk Manager for approval prior to any work commencing.
ng.
These certificates will be kept on file in the office of the Risk Manager, 3rd
5
Floor, City Hall.
All insurance policies must be issued
by companies authorized to do busi
under the laws of the State of Florida. TheHess
companies must be rated no less than
"B+" as to management and not less thanVI"
Class as to strength bythe latest
edition of Best's Insurance Guide, published
by A.M. Best Company, Oldwick,or its equivalent, subject to Y , New
the approval the City's Risk Manager.
Compliance with the foregoing requirements shall not relieve the Consultan
liabilities and obligations under this t of the
Section or under any otheronionof
Agreement, and the City shall have thep this
right to obtain from the Consultant
specimen copies of the insurancei olicies
of in p n the event that submitted certificates
surance are inadequate to ascertain compliance with h required coverages.
4.7.3 Endorsements
All of Consultant's certificates, above, shallcontain contain endorsements providingthat
written notice shall be given to the Cityat least
cancellationor thirty (30) prior to termination,
reduction in coverage in the policy.
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4.7.4 Certificates
Unless directed by the Cityotherwise,, the Consultant shall not commence
services pursuant to this Agreement until the Cit y has received andany
approved, in
writing, certificates of insurance showing
that the requirements of this Section
its entirety) have been met and provided (in
for. The City shall be named
additional insured under the insurance as
provided for in Section 4.7.2.2 upto the
coverage limits set forth herein.
4.8 FINAL ACCEPTANCE
When the Consulant's Services under anyh
completed, phase or work authorization have been
com
p , the Consultant shall so advise the Cityin writing.writing. Within thirty (30)
days of receipt of such notice, the Cityshallgive give the Consultant notice in writin
of any Services which have yet to be completed. g
Upon completion of such
Services, the Consultant shall again notify fy th e City and, within the above specified
notice of Final Acceptance
period, the City give the Consultant writtenp
or
notice that the specified unfinished Services have not yet been completed. In the
letter instance, the foregoing procedure with respect to such specified unfinished
Services will be repeated.
Final Acceptance shall not constitute a waiver or
abandonment of any rights to
remedies available to the City under anyother Section
of this Agreement.
4.9 TERMINATION, SUSPENSION AND
SANCTIONS
4.9.1 Termination for Default
If through any cause within the reasonable control of the Consultant, the
Consultant shall fail to fulfill in a timelymanner, or otherwise otherwise violate any of the
covenants, agreements, or stipulations material to this Agreement,
on have the rightg ent, the City shall
threupon to terminate the Services then remainingto be
by givingwritten notice to , performed
the Consultant of such termination which shall become
effective upon receipt bythe Consultant
p of the written termination notice. In that
event, all finished and unfinished documents, data, studies,des, surveys, drawings,
maps, models, photographs, reports and other workro
n p ducts prepared by the
Consultant sultant and its subcontractors shall beerl delivered ro h p p Y to the City and the
City shall compensate the Consultant in accordance with Section 3 for all Services
6
performed by the Consultant prior to Termination.
Notwithstanding the above, the Consultant shall not be relieved of liabilityto the
Cityfor
damages sustained by the City by virtue of any breach of the Agreement
by the Consultant.
4.9.2 Termination for Convenience of City
The City may, for its convenience, terminate the Services then remaining to be
performed at any time by giving written notice to Consultant of such termination,
which shall become effective upon receipt by Consultant of the written termination
notice. In that event, all finished or unfinished documents and other materials as
described in Section 3 shall be properly delivered to the City.
If the Agreement is terminated by the City as provided in this Section, the City shall
compensate the Consultant for all Services actually performed by the Consultant
which have not previously been compensated for on an hourlybasis in accordance
with Schedule B and reasonable direct costs of Consultant for assembling and
delivering to City all documents. Such payments shall be the total extent of the
City's liability to the Consultant upon a Termination as provided for in this Section.
4.9.3 Termination for Insolvency
The City also reserves the right to terminate the Services then remainingto be
performed in the event the Consultant is placed wither involuntary or involuntary
bankruptcy or makes an assignment for the benefit of creditors. In such event, the
right and obligations of the parties shall be the same as provided for in Section
4.9.2.
4.9.4 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 Agreement Sanctions as
the City 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 whole or in part.
In the event the City cancels or terminates the Services pursuant to this Section
the rights and obligations of the parties shall be the same as provided in Section
4.9.2.
4.9.5 Suspension of the Services
The City may, at any time, by written order to the Consultant, require the
Consultant to suspend performance of all, or any portion, of the Services then
remaining to be performed by the Consultant for a period of up to sixty (60) days
after the order is delivered to the Consultant, and for any further period to which
the parties may agree.
Any such order shall be specifically identified as a Stop Work Order issued
pursuant to this section.
Upon receipt of a Stop Work Order, the Consultant shall forthwith comply with its
terms and take all reasonable steps to minimize the occurrence of costs allocable
to the Services covered by the order during the period of suspension. Within a
period of sixty (60) days after a Stop Work Order is delivered to the Consultant (or
within any extension of that period which has been agreed upon by the parties),
the City shall either:
7
' ' • . .
(1) Cancel the Stop Work Order, or
(2) Terminate the Services covered bysuch Stop p W ork Order pursuant
to the provisions of Section 4.9.2.
If a Stop Work Order issued hereunder is canceled or
the period of the order and
any extension thereof, expires, the Consultant shall resume
performance of the
Services covered by the Order.
An equitable adjustment shall be made in the time of performance,
and the Agreement modified . , p ante, the fee, or both
g ent shall be in writing accordingly, if:
(a) the Stop Work Order results in an increase in the time required for,
or in the Consultant's cost properly allocable to, the performance p ormance of
the Services, and
(b) the Consultant asserts a claim for such adjustment within thirty (30)
days after the end of the suspension;
rovided that
p if the City
decides the facts justify such action, it mayreceive
and act upon any
such claim asserted at any time prior to finala ment under this
Agreement.
p y e
If the Stop Work Order is not canceled and the Services covered e ed by such Order
are terminated by the City, the reasonable costs resultingfrom the e Stop Work
Order shall be considered in determining the amount of compensation
termination.
payable
uponination
.
4.9.6 Limitation of Liability
The City desires to enter into this Agreement onlyif in so doing
, , the City can place
a limit on City's liability for any cause of action for moneydamages due
alleged breach g to an
g each by the City of this Agreement, so that its liabilityfor any such
breach never
exceeds the sum of the total fees authorized by Section 3 and due
at the time of such breach. Consultant hereby expresses its willingness p g ss to enter
into this Agreement with Consultant's recoveryfrom the City for any damage action
for breach of contract to be limited to a maximum amount of the total fees
authorized by Section 3 at the time of such breach, less the amountf
o all funds
actually paid by the City to Consultant pursuant to this Agreement.
Accordingly, and notwithstanding any other term or condition of this Agreement,
Consultant hereby agrees that the City shall not be liable to Consultant for
damages in an amount in excess of the total fees authorized bySection
3 at the
time of such breach which amount shall be reduced by the amount actually paid
by the City to Consultant pursuant to this Agreement, for anyor
g action claim for
breach of contract arising out of the performance or non-performance p ce of any
obligations imposed upon the City by this Agreement. Nothing contained in this
subparagraph or elsewhere in this Agreement is in anywayintended to be
a
waiver of the limitation placed upon City's liability as set forth in Florida Statues,
Section 768.28.
4.10 CHANGES AND ADDITIONS
If considered necessary or convenient by the City to better accomplish the
objectives of this Agreement, the City may direct the Consultant to effect changes
in the Services
performed, or to be performed, under the provisions of Section 2;
however, these changes can only generate Services which are within theener
g a
Scope of the Agreement, which may include moving Services from one task or
phase to another as well as requiring Services outside the specific task categories.
p g es.
The Consultant shall promptly comply with each such Order in accordance with
8
procedures to be established by the City. Each such h
. tY change shall be directed
a written Notice signed by the dulyauthorized representativesby
Said of the Consultant.
Notices shall provide an equitable adjustment
in the time of performance, a
reallocation of the task budget and, if applicable, anythis provision of this Agreement
which is affected by said Notice. Failure to agree to
ut g any adjustment shall be a
dispute e within the meaning of the provision of this Agreement
entitled "Right of
Decisions". The City shall not reimburse the Consultant for the costst of preparing
Agreement change documents, written Notices to Proceed, or other documentation
in this regard.
Additional services may be performed bythe Consultant
r and lump sum payments
therefore efore determined upon mutual written agreement. Theseservices services could
include
but would not be limited to those generallydescribed in
Section 2.
4.11 INSPECTION
The Consultant shall permit the authorized representatives of
the City, to inspect
all work, tracings, plans, specifications, maps, data and records cords performed,
gathered or developed under this Agreement at anyreasonable
duration ab e time within the
0 of this Agreement and within one (1) ear after the Final
Y Acceptance or
Termination of the Services.
4.12 RIGHT OF DECISIONS
All Services shall be performed by the Consultant to thesatisfaction satisfaction of the City's
Project Coordinator who shall decide alluestions difficulties,es, and disputes of
whatever nature which may arise under or b reason of this Agreement,greement, the
prosecution and fulfillment of the Services hereunder, and the character,
quality,
amount and value thereof. The Project Coordinator's decisions upon all claims,
s,
questions and disputes shall be final, conclusive and bindinguponthe
parties
hereto unless such determination is clearly arbitraryor unreasonable.
In the event the Consultant does not concur with the decisions
of the Project
Coordinator, the Consultant shall present anysuch in writing objectionst ng to the City
Manager. The Project Coordinator and the Consultant shall abide by the decisions
of the City Manager. This paragraph does not constitute a waiver of either
party's
right to demand arbitration in accordance with Section 4.13.
4.13 ARBITRATION
All claims, disputes and other matters in question between the Consultant and the
City arising out of, or relating to this Agreement, the Project, the Work, the
J
Contract Documents or the breach thereof may, at the City's sole option, and p , a d only
upon the exercise of that sole option by the City, together or separately as the City
sees fit, be decided by arbitration in accordance with the Construction Industry
us y
Arbitration Rules of the American Arbitration Association then obtaining modified
m ified
hereby.
Any arbitration arising out of or relating to this Agreement, the Project, the Work,
the Contract Documents, or the breach thereof may include by
joinder consolidation,
joinder or in any other manner, at the City' sole ,o tionother entities or
p any
persons whom the City believes to be substantially involved in a commonq uestion
of fact or law. In the event that more than one claim, dispute, or other matter in
inp
question, shall be existence at the same time, the City may option
its sole o tion
decide which of such claims, disputes or other matters inuestion shall be
arbitrated q
b ated and which shall not be arbitrated. Such decisions shall be final and
unappealable, and no arbitration shall be authorized to consider, decide, or make
any award on any claim or matter which City has determined shall not be
9
• f
arbitrated.
In the event that the Consultant wishes to request arbitration of any claim, dispute
or other matter in question, the Consultant shall file a notice of
demand for
arbitration in writing with the City specificallydescribingthe claims,
. c aims, disputes and
other matters in question which the Consultant wishes to submitarbitration.to The
Consultant may not unilaterally elect arbitration or cause arbitration to occur. The
City has the sole discretion to decide whether or not any such claims, disputes,
and other matters shall be submitted for arbitration. If the '
City wishes to submit
any claim, dispute or other matter in question, whether or not it ' subject the subject of
a request for arbitration by the Consultant, the Cityshall file anti
notice of demand
for arbitration with the American Arbitration Association and with th the Consultant.
The City shall have the right, but not the obligation, byso electing
invoke
g in its arbitration
demand, to invoke the following method of selection of arbitrators a ors �'
n lieu of that
otherwise provided by the American Arbitration Association Rules. If the City so
elects in its notice of demand for arbitration, the City may appoint one party-
appointed arbitrator in its notice of demand for arbitration. If the City does so, the
Consultant may, within ten (10) days, appoint a second party-appointed pp party appointed arbitrator.
These two party-appointed arbitrators shall, within thirty rtY (30) days, or such further
time as may be agreed upon between the Cityand the Consultant, '
. appoint a third
arbitrator. If the party-appointed arbitrators fail to appoint a third '
third pp arbitrator, the
hird arbitrator shall be appointed in accordance with the
Construction Industry
Arbitration Rules of the American Arbitration Association.
The City may elect in its notice of demand for arbitration, to have the discovery
rights and procedures provided by the Florida Rules of Civil Procedure to be
available and enforceable within the arbitrationroceedin .
p g
Any request or demand for arbitration hereunder shall be made before the date
when institution of legal or equitable proceedings based on such claim, dispute or
other matter in question would be barred bythe applicable statutelimitations.
pp of
This agreement to arbitrate shall be specifically enforceable by the City under the
prevailing
arbitration law. Any award rendered byarbitrators shall be final
and
enforceable by any party to the arbitration, and judgement be rendered. may upon
it in accordance with applicable law in any court having jurisdiction thereof.
Consultant and City mutually agree to arbitrate under the terms and conditions
os
outlined in this Article. Consultant has included in the contractprice to bepaid on
this contract a sum of not less than ten dollars ($10.00) as com ensation p and
consideration for irrevocably offering the foregoing options and arbitration rights
p g s
to City. In further consideration for such irrevocable offer and grant of the
foregoing options and arbitration rights to it, City agrees that, notwithstanding its
right and discretion not to do so, it shall arbitrate, after the final completion of the
work, any claims which Consultant selects which total, in theaggregate, up to five
thousand dollars ($5,000.00). City's obligation to arbitrate such claims totalling up
to five thousand dollars ($5,000.00) shall be specifically enforceable byConsultant
under the
prevailing arbitration law and any award rendered by the arbitrator(s)
shall be final and enforceable by any party to the arbitration, and judgement may
be rendered upon it in accordance with applicable law in anycourt having
jurisdiction thereof.
Unless otherwise agreed in writing, and notwithstanding anyother rights or
g
obligations of either of the parties under any Contract Documents or agreements,
the Consultant shall carry on with the performance of its services an duties
10
hereunder during the pendency of anyclaim, dispute, or other
. p matter in question
or arbitration or other proceeding to resolve anyclaim, disputeor
. p other matter in
question, and the City shall continue to makea ments to the
p Y Consultant in
accordance with the Contract Documents, but the Cityshall be under
to no obligation
o make the to Consultant on or against such claims,s, disputes, or other
matters in question, during the pendency of anyarbitration or other er proceeding to
resolve such claims, disputes or other matters inq uestion.
This Section does not constitute a waiver of Consultant's right ght to proceed in a
court of competent jurisdiction if City fails to respond to a Consultant
P demand for
arbitration.
4.14 ASSIGNMENT, TRANSFER OR SUBCONTRACTING
The City approves the use of the following subconsultants: Hardy Holzman Pfeiffer
Associates, Zyscovich Inc., Kenneth Leventhal and Company,p y, Plummer and
Associates, Casella & Associates and the Winston Group, ect
subject to the
requirements of the project and subconsultant work assignments g s acceptable to the
Consultant. Except as provided in Section 3.1.1 hereof, the Consultant u tant shall not
subcontract, assign, or transfer any work under this Agreement without thout the written
consent of the City. When applicable and upon receipt of such consent inwriting,
writing,
the Consultant shall cause the names of the firms responsible for
p the major
portions of each separate specialty of the work to be inserted in theertin
p ent
documents or data. The Consultant shall include in such subcontracts the
appropriate versions of the Sections of this Agreement as are necessaryto
carry
out the intent of this Agreement, as instructed by the City.
4.15 EQUAL EMPLOYMENT OPPORTUNITY
In connection with the performance of this Agreement, the Consultant shall a not
discriminate against any employee or applicant for employment because of race,
color, religion, ancestry, sex, age, national origin, place of birth, marital status, or
physical handicap. The Consultant shall take affirmative action to ensure that
applicants are employed and that employees are treated duringtheir
employment
p oyment
without regard to their race, color, religion, ancestry, sex, age, national origin,
g origi
a n,
place of birth, marital status, or physical handicap. Such action shall include,
not be limited to the following: employment, upgrading, demotion, or termination;
recruitment or recruitment advertising; layoff or termination; rates ofp ya , or other
forms of compensation; and selection for training, including apprenticeship.
a renticeshi .
4.16 CONFLICT OF INTEREST
The Consultant covenants that it presently has no interest and shall not acquire
q e
any interest, direct or manner or indirectly which should conflict in anydegree with
g
the performance of the Services. The Consultant further covenants that in the
performance of this Agreement, no person having any such interest shall knowingly
be employed by the Consultant.
No member of or delegate to the Congress of the United States shall be admitted
to any share or part of this Agreement or to any benefits arising therefrom.
4.17 COVENANT AGAINST CONTINGENT FEES
The Consultant warrants that no companies or persons, other than bona fide
employees working solely for the Consultant or the Consultant's City approved
roved
subconsultants, have been retained or employed to solicit or secure this
Agreement or have been paid or guaranteed payment of anyfees, omission,
,
percentage fees, gift of any other considerations contingent upon or resulting from
the award or making of this Agreement.
11
The Consultant also warrants that noi
C ty personnel, whether a full-time or
time employee, has or shall be retained or employed in anypart
capacity, bythe
Consultant or the Consultant's Cityapproved
pp oved subconsultants, to accomplish the
work contemplated under the terms of this Agreement. p
For breach or violation of
this warranty, the City shall have the right
g to annul this Agreement without liability.
Y
4.18 PATENT RIGHTS; COPYRIGHTS•
CONFIDENTIAL FINDINGS
Any patentable result arisingout of this Ainformation,
Agreement, as well as all �nformat�on
design specifications, processes, data and findings, � '
shall be made available to the
City for public use.
No reports, maps, other documents, articles '
part underthis or devices produced in whole or in
Agreement shall be the subject of
patent byor � any application for copyright or
on behalf of the Consultant or its employees
or subcontractors.
4.19 NOTICES
All communications relating to the --
da tactivities day-to-day shall be exchanged
between the Project Manager aointed byg
pp Consultant and the Project Coordinator
designated by the City. The Consultant's Project Manager and the City's s Project
Coordinator shall be designatedrom tl u
p p y upon
commencement of the Services.
All other notices and communications in writing '
sting required or permuted hereunder
may be delivered personally to the representatives p es of the Consultant and the City
below or may be mailed by registered mail,
listed gpostage prepaid (or airmailed if
addressed to an address outside of the cityof dispatch).p ). Until changed by notice
in writing, all such notices and communications shall be addressed as follows:
TO CONSULTANT: John Fernsler, AIA
Partner
Wallace Roberts & Todd
191 Giralda Avenue
Coral Gables, Florida 33134-5208
TO CITY: City Manager
City of Miami Beach
City Hall, 4th Floor
1700 Convention Center Drive
Miami Beach, Florida 33139
Notices hereunder shall be effective:
If delivered personally, on delivery, if mailed to
an address in the city of
dispatch, on the day following the date mailed; and if mailed to an address outside
the city of dispatch on the seventh dayfollowing g t he date mailed.
4.20 LITIGATION JURISDICTION
Any litigation between the parties, arisingout of, in
or connection with this
Agreement, shall be initiated either in the court system of
Y the State of Florida or the
United States District Court for the Southern District of Florida.da. Any arbitration
between the parties, arising out of or in connection with this Agreement, shall be
carried out in the Miami office of the American Arbitration '
Assoc�ation.
4.21 ENTIRETY OF AGREEMENT
This writing, the Request for Letters of InterestRLI
( ), the Proposal embodies the
12
entire Agreement and understanding between the partes hereto, and there
other agreements and understandings, are no
matter g , oral or written with reference to the
hereof that are not merged herein andsubject
the Proposal superseded hereby. The RLI and
are hereby incorporated byreference ce into this Agreement to the
extent that the terms and conditions contained in the RLI and d the Proposal are
consistent with the Agreement.ement. To the extent that any term in the
Proposal is inconsistent with this RLI or the
Agreement, this Agreement shallrevail
p .
No alteration, change, or modification
of the terms of this Agreement shall '
unless amended in writing, signedbe valid
by both parties hereto, and a rov
City Commission of the City Miamiof Beach. pp ed by the
This Agreement, regardless of where
executed, shall be governed b and
Florida.
according to the laws of the State of y
13
' J
.
IN WITNESS WHEREOF, thearties hereto o have caused this Agreement to be
executed by their appropriate officials, as of the date first entered above.
FOR CITY
CITY OF IAMI BEACH
ATTEST:
Ir4 , 1
By: t(--;i/LNA-etZ• ‘Gvovt".-- B . All Aik
City Clerk -..
or
FOR CONSULTANT: WAay
CE ROBERTS & TODD
/ r/ / --
i /I
Y
\ Jo • F-rnsler, AIA
FORM APPROVED Part er
LEGAL DEPT. ATTEST:
Y
--(- ,-,-=-- X -z-c.--- /
Date ____422 .... By: j/661' ( 1, ,(- ,t-- -,ice/oc
j(-704-2/?- ' -: 'h...‘",&-1 __/
14
• • '
EXHIBIT B
CONSULTANTS HOURLY RATES
Rate
Wallace Roberts & Todd
John Fernslert Partner 135./hr.
C. Alyn Pruett, Project Manager 115./hr.
Architect/Urban Designer 80./hr.
Drafter 35./hr.
CAD Time 25./hr.
Kenneth Leventhal and Company
Chase Burritt 250./hr.
Andrew J. Dolkart 175./hr.
Sherri Spector 100./hr.
Mark Kopelman 100./hr.
Zyscovich Inc.
Bernard Zyscovich 125./hr.
Architect 80./hr.
Drafter 50./hr.
Hardy Holzman Pfeiffer Associates
Malcolm Holzman, Partner 225./hr.
Associate Partner 175./hr.
Senior Associate 140./hr.
Associate 125./hr.
Project Architect 80-95./hr.
Architect or Interior Designer 60-75./hr.
Junior Architect or
Junior Interior Designer 50-60./hr.
Casella and Associates
Sam Casella 100./hr.
David Plummer Associates
David Plummer 125./hr.
Mark Gillis 100./hr.
Ron Talone 85./hr.
The above rates may be adjusted annually.
EXHIBIT C
STUDY AREA MAP
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Inall i / - OA*,
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ppridgodO‘ilt tic4P.
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41111%7200wiz.-1024nrif
in - Nommuniiiiirf
IIIIi!,/ Study Rees
ORIGINAL
RESOLUTION O. 92-20476
•
Authorizing the Mayor and City Clerk to
execute a professional engineering
services agreement with Wallace Roberts &
Todd for professional planning, design and
engineering services related to the
proposed Historic Convention Village
Redevelopment and Revitalization Area. •
5