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93-20955 Reso • RESOLUTION NO. 93-20955 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND THE UNIVERSITY OF MIAMI SCHOOL OF ARCHITECTURE, CENTER FOR URBAN AND COMMUNITY DESIGN, FOR PREPARATION OF A MASTER PLAN AND DESIGN GUIDELINES FOR THE NORTH BEACH NEIGHBORHOOD. WHEREAS, the City, in conjunction with the North Beach Development Corporation ("NBDC") , wishes to develop and define a master plan and design guidelines for the North Beach Neighborhood; and WHEREAS, the architectural firm of Andres Duany and Elizabeth Plater-Zyberk ("DPZ") is currently assisting the City and the Miami Beach Redevelopment Agency with the development of a master plan for a portion of the South Pointe area; and WHEREAS, the Administration believes DPZ to be uniquely qualified to assist the City in the development of a master plan and design guidelines for the North Beach neighborhood because of its integral role in earlier design and development studies involving other areas in the City, as well as its extensive experience in preparing master regulating plans and design guidelines for other communities. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY ' COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, THAT the Mayor and City Clerk are authorized to execute the attached professional services agreement between the City and the University of Miami School of Architecture Center for Urban and Community Design for preparation of a master plan and design guidelines for the North Beach neighborhood. PASSED and ADOPTED this 17 day of Nove •.jr_ 1993 . MAYOR ATTEST: C]TY CLERK c:\wp51\data\uortnbn.res FORM APPROVED ,LEGAL DEPT. By - Date I1��2-� PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA (CITY) AND ANDRES DUANY AND ELIZABETH PLATER-ZYBERK ARCHITECTS, INC. (CONSULTANT) FOR PREPARATION OF A MASTER PLAN. AND DESIGN GUIDELINES FOR THE NORTH BEACH NEIGHBORHOOD THIS AGREEMENT made this 17th day of November , 1993 by and between the CITY OF MIAMI BEACH, FLORIDA hereinafter called the "City" , which term shall include its officials, successors, legal representatives, and assigns, and ANDRES DUANY and ELIZABETH PLATER-ZYBERK ARCHITECTS, INC. (DPZ) , hereinafter called the "Consultant" . SECTION 1 DEFINITIONS Agreement: This written Agreement between the City and the Consultant. City Manager: "City Manager" means the Chief Administrative officer of the City. Consultant: For the purposes of this Agreement, Consultant shall be deemed to be an independent contractor, and not an agent or employee of the City. Final Acceptance: "Final Acceptance" means notice from the City to the Consultant that the Consultant's Services are complete as provided in Section 4.8 of this Agreement. Fixed Fee: Fixed amount paid to the Consultant to allow for its costs and margin of profit. Project Coordinator: An individual designated by the City Manager to coordinate, direct and review on behalf of the City all technical matters involved in the Scope of Work. -2- • Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139. Services: All services, work and actions by the Consultant performed pursuant to or undertaken under this Agreement described in Section 2. Termination: Termination of Consultant Services as provided in Section 4.9 of this Agreement. Task: A discrete portion of the Scope of Services to be accomplished by the Consultant, as described in Section 2 herein, if directed and authorized. SECTION 2 SCOPE OF WORK AND SERVICES REQUIRED The Scope of Work for this project to be performed by the Consultant is set forth in Exhibit "A", entitled "Scope of Services". -3- SECTION 3 COMPENSATION 3.1 FIXED FEE Consultant shall be compensated for the Services performed herein on a fixed fee basis not to exceed Thirty-Three Thousand and no/100 Dollars ($33, 000. 00) , for providing the Services as set forth in Exhibit "A" hereto. 3.2 METHOD OF PAYMENT Payment shall be made to the Consultant pursuant to invoices submitted by the Consultant which detail percentage of completion of the services as set forth in Exhibit "A" . Invoices shall be accompanied by a narrative progress report which 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 by 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 -4- Government, ADA, EEO Regulations and Guidelines. 4.2 PUBLIC ENTITY CRIMES 2 State of Florida Form PUR 7068, Sworn Statement under Section 287. 133 (3) (a) Florida Statute on Public Entity Crimes, Exhibit "C", 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 TIME OF COMPLETION The Services to be rendered by the Consultant shall be commenced upon receipt of a written Notice to Proceed from the City subsequent to the execution of this Agreement, and Consultant shall adhere to the completion schedule as referenced by Exhibit "A" hereto. A reasonable extension of time shall be granted in the event the work of the Consultant is delayed or prevented by the City or by any circumstances beyond the reasonable control of the Consultant, including weather conditions or acts of God which render performance of the Consultant's duties impracticable. 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. 4.5 NOTICE TO PROCEED Unless directed by the City otherwise, the Consultant -5- shall proceed with the work only upon issuance of a, Notice to Proceed by the City. 4.6 OWNERSHIP OF DOCUMENTS AND EQUIPMENT All documents prepared by the Consultant pursuant to this Agreement are related exclusively to the Services described herein, and are intended or represented for ownership by the City. Any reuse shall be approved by the City. 4.7 INDEMNIFICATION Consultant agrees to indemnify and hold harmless, the the City of Miami Beach and its officers, employees and agents, from and against any and all actions, claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees, for personal, economic or bodily injury, wrongful death, loss of or damage to property, in law or in equity, which may arise or be alleged to have arisen from the negligent acts or omission or other wrongful conduct of the consultant, employees, or agents in connection with the consultant's performance of service pursuant to this Agreement; and to that extent, the Consultant shall pay all such claims and losses and shall pay all such costs and judgements which may issue from any lawsuit arising from such claims and losses, and shall pay all costs and 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 this Agreement is the specific consideration from the City to the Consultant for the Consultant's Indemnity Agreement. The Consultant's obligation under this article shall not include the obligation to indemnify the City of Miami Beach and its -6- 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. 4.8 INSURANCE REQUIREMENTS The Consultant shall not commence any work pursuant to this Agreement until all insurance required under this Section 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 throughout the duration of this project the following insurance: 1. Consultant General Liability in the amount of $1, 000, 000. 00. A certified copy of the Consultant's (and any subconsultants' ) Insurance Policy must be filed and approved by the Risk Manager prior to commencement. 2 . Workers Compensation & Employers Liability as required pursuant to Florida statute. 3 . Thirty (30) days written notice of cancellation or substantial modification in the insurance coverages must be given to the City's Risk Manager by the Consultant and his insurance company. 4. 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. 5. Original certificates of insurance for the above coverages must be submitted to the City's Risk Manager for approval -7- • prior to any work commencing. These certificates will be kept on file in the office of the Risk Manager, 3rd Floor, City Hall. 6. 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 Section 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 coverages. 4.8.1 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. 4.8.2 Certificates Unless directed by the City otherwise, the Consultant shall not commence any services pursuant to this Agreement until the City has received and approved, in writing, certificates of -8- insurance showing that the requirements of this Section (in its entirety) have been met and provided for. 4.9 FINAL ACCEPTANCE When the Consultant's 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 to remedies available to the City under any other Section of this Agreement. 4.10 TERMINATION, SUSPENSION AND SANCTIONS 4.10.1 Termination for Default 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 by giving written notice to the Consultant of such termination which shall become effective upon receipt by the Consultant of the written termination notice. In that event, all finished and unfinished documents, data, studies, surveys, drawings, maps, models, photographs, reports and other work products prepared by the Consultant and its subcontractors shall be properly delivered to the City and the City shall compensate the Consultant in accordance with Section 3 for all Services performed by the Consultant prior to 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 -9- purposes of set off until such time as the exact amount of damages due the City from the Consultant is determined. 4.10.2 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 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 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 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. 4.10.3 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. 10.2. 4.10.4 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 -10- 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 4.10.2. 4.10.5 Changes and Additions Each such change shall be directed by a written Notice signed by the duly authorized representatives of the Consultant. Said Notices shall provide an equitable adjustment in the time of performance, a reallocation of the task budget and, if applicable, any provision of this Agreement which is affected by said Notice. The City shall not reimburse the Consultant for the cost of preparing Agreement change documents, written Notices to Proceed, or other documentation in this regard. 4.11 ASSIGNMENT, TRANSFER OR SUBCONTRACTING __._. The Consultant shall not subcontract, assign, or transfer any work under this Agreement without the written consent of the City. When applicable and upon receipt of such consent in writing, the Consultant shall cause the names of the consulting firms responsible for the major portions of each separate specialty of the work to be inserted into the pertinent documents or data. The Consultant shall include in such subcontracts the appropriate versions of the Sections of this Agreement as are necessary to carry out the intent of this Agreement, as instructed by the City. 4.12 EQUAL EMPLOYMENT OPPORTUNITY In connection with the performance of this Agreement, the -11- Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, sex, age, national origin, place of birth, marital status, or physical handicap. The Consultant shall take affirmative action to ensure that applicants are employed and that employees are treated during their employment without regard to their race, color, religion, ancestry, sex, age, national origin, place of birth, marital status, disability, or sexual orientation. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or termination.; recruitment or recruitment advertising; layoff or termination; rates of pay, or other forms of compensation; and selection for training, including apprenticeship. 4.13 CONFLICT OF INTEREST The Consultant agrees to adhere to and be governed by the Metropolitan Dade County Conflict of Interest Ordinance (No. 72- 82) , as amended; and by the City of Miami Beach Charter and Code, which are incorporated by reference herein as if fully set forth herein, in connection with the contract 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 -12- • • therefrom. 4.14 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. 4.15 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: Andres Duany & Elizabeth Plater- Zyberk, Architects, Inc. (DPZ) 1023 S.W. 25th Avenue Miami, Florida (305) 644-1023 -13- • TO AGENCY: Office of The City Manager 1700 Convention Center Drive Miami Beach, FL 33139 (305) 673-7010 WITH COPIES TO: Office of the City Attorney City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Notices hereunder shall be effective: If delivered personally, on delivery; if mailed to an address in the city of dispatch, on the day following the date mailed; and if mailed to an address outside the city of dispatch on the seventh day following the date mailed. 4.16 LITIGATION JURISDICTION Any litigation between the parties, arising of, or in connection with this Agreement, shall be initiated in the court system of the State of Florida. 4.17 ENTIRETY OF AGREEMENT This writing and the Scope of Services embody the entire Agreement and understanding between the parties hereto, and there are no other agreements and understandings, oral or written with reference to the subject matter hereof that are not merged herein and superseded hereby. The Scope of Services are hereby incorporated by reference into this Agreement to the extent that the terms and conditions contained in the Scope of Services are consistent with the Agreement. To the extent that any term in the Scope of Services is inconsistent with this Agreement, this -14- Agreement shall prevail. 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. 4.18 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 City's 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 Thirty-Three and no/100 Dollars ($33,000. 00) . 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 $33 , 000. 00 less the amount of all funds actually paid by the City to Consultant pursuant to this agreement. Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant hereby agrees that the City shall not be liable to the Consultant for damages in an amount in excess of $33,000. 00 which amount shall be reduced by the amount actually paid by the City to Consultant pursuant to this agreement, for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this paragraph or -15- 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 Florida Statutes, Section 768.28. 4.19 ARBITRATION Any controversy or claim for money damages arising out of or relating to this Agreement, or the breach hereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and the arbitration award shall be final and binding upon the parties hereto and subject to no appeal, and shall deal with the question of the costs of arbitration and all matters related thereto. In that regard, the parties shall mutually select one arbitrator, but to the extent the parties cannot agree upon the arbitrator, then the American Arbitration Association shall appoint one. Judgement upon the award rendered may be entered into any court having jurisdiction, or application may be made to such court for an order of enforcement. Any controversy or claim other than a controversy or claim for money damages arising out of or relating to this Agreement, or the breach hereof, including any controversy or claim relating to the right to specific performance shall be settled by litigation and not arbitration. -16- r K% V-03-93 V7 :45 FROM: DEV/DESIGN/H.P . SERVICES ID: 305 673 7'772 PAGE 17 . 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 O. ANI BEACH, F AUDA ATTEST:. 1 By 4 4-° " ft t City. Clerk Yo . V FOR CONBDLTANTE ANDRES DUANY i ELIZABETH PLATER- ZYBERR ARCHITECTS, INC. (DPZ) ATTEST: nr An t 2CA . Secretary qt, President APPROVED AS TO FORM: CORPORATE SEAL Legal Department I�- 12- 4.3 Date Jm:c:\wp51\data\rihrdpz.agr —17— c1OV-03-93 f7.45 FROM. DEV/DESIGN/H.P . SERVICES ID: 305 673 7772 FAG 18 SCOPE OF SERVICES PROPOSAL FOR CONSULTING SERVICES FOR ANDRES DUANY AND �` ELIZABETH PLATER-ZYBERK, ARCHITECTS, INC. (DPZ) FOR THE CITY • OF MIAMI BEACH FOR PREPARATION OF A MASTER PLAN AND DESIGN GUIDELINES FOR THE NORTH BEACH NEIGHBORHOOD • Scone of Serviggg • Week 1 Attendance at meetings with the CUCD and North Beach Development Corporation (NBDC) to develop and define the complete scope of work. Weeks 2-3 Participation in site visits with representatives of NBDC, City officials, and interested citizens and representatives of the business community. Weeks 3-6 Ongoing review/critique of initial design studies and alternative development scenarios. Week 6 Participation in City and NBDC review of schematic studies and design recommendations. Weeks 6-9 Ongoing review/critique of design studies. Week 9 Attendance at presentation of design studies to NBDC and City officials. Presentation to City Commission at December 15 meeting,if requested. After the completion of the above work, the studies completed by CUCD will be incorporated into an overall Master Plan and Design Guidelines for the area. We are leaving weeks 10 and 11 open for a time contingency and for the Holidays Note: The studies completed by the CUCD are expected to include, but arc not limited to: -Rerouting of north entry into the City of Miami Beach along Collins Avenue -Reconfiguration of Collins Avenue as appropriate for new traffic patterns -Reconfiguration of Harding Avenue as appropriate for new traffic patterns -Proposed new development for Altos del Mar and the West side of Collins Avenue (opposite the Park) -New landscape design for the North Shore Park and North Beach open space -Reconfiguration of Ocean Terrace -Specific improvements to Bandsheli Area Weeks 12-14 Preparation of draft Master Plan and draft Design Guidelines. This Master Plan will finalize the design of the above items based on CUCD studies as approved by NBDC and the City. At the end of week 14, a meeting will be held with NBDC and City officials to review draft Master Plan. Week 15 Incorporation of NBDC and City comments into Master Plan. Week 16 Presentation of final Master Plan and Design Guidelines to NBDC and the City. DPZ will provide the City with completed work in an 8 in x 11 camera-ready format. Contract amount; S33,000.00 EXHIBIT "A" DPZ ARCITTEC TS.INC. CITY OF . MIAMI BEACH 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. 263 -93 TO: Mayor Seymour Gelber and DATE: November 17, 1993 Members of the City Commission FROM: Roger M. • t City Manager If SUBJECT: PROFESSIONAL SERVICES CONTRACTS WITH ANDRES DUANY & ELIZABETH PLATER-ZYBERK, ARCHITECTS, INC. AND THE UNIVERSITY OF MIAMI, SCHOOL OF ARCHITECTURE, CENTER FOR URBAN AND COMMUNITY DESIGN • ADMINISTRATION RECOMMENDATION: The Administration recommends entering into professional services contracts with Andres Duany & Elizabeth Plater-Zyberk, Architects, Inc. (DPZ) and the University of Miami School of Architecture, Center for Urban and Community Design to assist the City of Miami Beach in preparing a master plan, design guidelines and design studies for the North Beach neighborhood. Maximum contract amounts not to exceed $33, 000 and $17, 000, respectively, have been established for these purposes. BACKGROUND: At the May 19, 1993 and September 28, 1993 Commission meetings, the Administration presented the plan to acquire from the State of Florida the North Shore Open Space Area along with twenty-two (22) surplus parcels of land in the Altos del Mar subdivision. As part of the planning process for this area of North Beach, the Administration believes that a master plan for the area generally bounded by the Atlantic Ocean on the east, the City limits on the north, Tatum Waterway on the west and 70 Street on the south was needed. Toward the end, the Administration entered into discussion with the University of Miami, School of Architecture, Center for Urban and Community Design. The university was very interested in assisting in this study, but recognized limitations in their ability to quickly produce a master plan and design guidelines. Therefore, it was recommended that the assignment be divided into two contracts; one with the university and the other with an architectural/planning firm. Elizabeth Plater-Zyberk is a principal at the University of Miami, School of Architecture, Center for Urban and Community Design and with the firm of DPZ. Due to the necessity for these two consultants to work closely together, the firm of DPZ is uniquely qualified for this assignment. Funds for these professional services agreements will be repaid from special assessment bonds. The Administration is also considering the possibility of creating a redevelopment area in North Beach in order to establish a tax increment financing district . This matter should be referred to the Finance Committee 1 for discussion. RMC/MD/sh AGENDA Fn_ ITEM DATE I 1-1-9