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133-93 RDA RESOLUTION NO. 133-93 A RESOLUTION OF THE MIAMI BEACH REDEVELOPMENT AGENCY WAIVING THE COMPETITIVE BIDDING PROCESS, AND AUTHORIZING THE CHAIRMAN AND SECRETARY TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE MIAMI BEACH REDEVELOPMENT AGENCY AND ANDRES DUANY AND ELIZABETH PLATER- ZYBERK ARCHITECTS, INC. FOR ASSISTING IN DEVELOPING THE PLAN FOR A MASTER DEVELOPMENT AGREEMENT WITH THE PORTOFINO GROUP. WHEREAS, at the Meeting of the Miami Beach Redevelopment Agency Meeting of July 28, 1993, the Board held a discussion regarding the Master Development Agreement with the Portofino Group for the South Pointe area; and WHEREAS, as a result of the discussion at the July 28, 1993 Agency Meeting, it was proposed that a development plan for that portion of the South pointe area that is discussed wi thin the Master Development Agreement with the Portofino Group, be formulated; and WHEREAS, Agency staff has initiated a discussion with the firm of Andres Duany and Elizabeth Plater-Zyberk Architects, Inc., to assist the Agency in developing such a plan; and WHEREAS, the architectural firm of Andres Duany and Elizabeth Plater-Zyberk is uniquely qualified to assist the Agency in this area because of its role in earlier studies of the South pointe area for the City, as well as its efforts coordinating the recent charette sponsored by the Portofino Group and intended to aid in conceptualizing a development plan for the South pointe area; and WHEREAS, given the vast amount of experience and expertise that Andres Duany and Elizabeth Plater-Zyberk Architects, Inc. has with respect to preparing master regulating plans and designing guidelines for communities throughout the world, and in particular with respect to its familiarity with the particular needs of the South pointe area, Agency staff has determined that it would be in the best interest of the Agency to waive the competitive bidding process and so recommend to the Board that they approve the attached Professional Services Agreement and authorize the Chairman and Secretary to execute same. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MIAMI BEACH REDEVELOPMENT AGENCY, that the Agency's Board hereby waives the competitive bidding process and authorizes the Chairman and Secretary to execute the attached Professional Services Agreement between the Agency and Andres Duany and Elizabeth Plater-Zyberk Architects, Inc. to assist the Agency in developing the plan for a master development agreement with the Portofino Group. PASSED and ADOPTED 8th day of ?~ September ATTEST: ~~t\.J_ ~ '~l~ SECRETARY ym:c:\wp51\data\rja\prof.agr FORM APPROVED REDEVELOPMENT AGENCY GENERAL COUNSEL By --: Q Date q. ,.,\~ 2 Miami Beach Redevelopment Agency 1700 Convention Center Drive Miami Beach, Florida 33139 REDBVELOPMENT AGBNCY MEMORANDUM NO. 93-22 September 8, 1993 To: Chairman and Members of the Board of the Redevelopment Agency From: Roger M. Carlton ()J I / ~ / Executive Direct~V~ SUBJBCT: PROJ'BSSIONAL SBRVICBS CONTRACT WITH ANDRES DUANY , BLIZABBTH PLATBR-ZYBBRK, ARCHITBCTS, INC. ADMINISTRATION RECOMMENDATION: The Administration recommends entering into a professional services contract with Andres Duany & Elizabeth Plater-Zyberk, Architects, Inc. (DPZ) to assist the City of Miami Beach in developing the plan on which the Master Development Agreement with the Portofino Group will be based. A maximum contract amount not to exceed $25,000 has been established for this purpose. BACKGROUND: At the July 28, 1993 Commission Meeting, the Master Development Agreement with Portofino was discussed. As a result of the commission suggestion that a plan for the area that is covered by the agreement be formulated, the Administration initiated a discussion with DPZ regarding the role this firm could undertake to assist the City. This firm is uniquely qualified to undertake this assignment because of their role in earlier studies of the South Pointe area for the City and their coordination efforts of the charette for the Portofino Group. The vast amount of experience and expertise that DPZ has developed in respect to preparing master regulating plans and design guidelines for communities throughout the world is well known. The Administration believes that having this highly respected architectural firm representing them will greatly assist this process. MSD/svh Attachments au . 1! PROPOSAL POR CONSULTING BY ANDRES OUANY , BLIZABETH PLATER-ZYBBRK ARCHITECTS, INC. COP!) POR THB CITY OP MIAMI BEACH WITH REGARD TO THB SOUTH POINTB DEVELOPMENT AGREEMENT Scope of services: WEBK 1 WEEK 1 WEBK 2 nEK 2 WBEK 2 WBEK 3 nBK 3 WEBK .. WEEK .. Informal meetings to receive input from City Adminis- tration, Land Use Committee, South pointe Advisory Board, and the Department of. Development, Design and Historic Preservation Services. Meet with the Portofino Group and designers to determine the Portofino Group's requirements. Formal meeting with the Land Use Committee and the South pointe Advisory Board to review the Portofino Group's requirements and to review the possible criteria and regulating plan. City Commission meeting to review status. Produce criteria and regulating plan and meet with the Portotino Group to review. Presentation ot criteria and regulating plan to the Land Use Committee and the South pointe Advisory Board. Final adjustments to criteria and regUlating plan. The City Commission meeting to receive the Land Use Committee and the South pointe Advisory Board report and tor approval of criteria and regulating plan. Final presentation and submission of criteria and regulating plan to the Land Use Committee and the South pointe Advisory Board. The following two months are used to work out a land development agreement between the City and the Portofino Group. Beyond initial workshops above, contact shall continue on an hourly basis for services as described on the attached fee schedule. Contract amount: $25,000 maximum 2 PEB SCHEDULE ANDRES DUANY , BLIZABETH PLATER-ZYBERK ARCHITECTS, INC. The follovinq hourly rate. ae currently in effect for planninq and con8ultinq .ervice.. principal Project lIanaqer Computer/Drafter $175.00 per hour $ 75.00 per hour $ 45.00 per hour 3 MiamI Beach Redevelopment Agency 1700 Convention Center Drive Miami Beach, Florida 33139 REDEVELOPMENT AGENCY MEMORANDUM NO. 93-23 September 8, 1993 To: Chairman and Members of the Board of the Redevelopment Agency From: Roger M. car~tLlII. ~, . J __ Executive Dire~(~ SUBJECT: STATUS REPORT ON APPRAISALS FOR VARIOUS SITES In order to implement a number of activities within the City of Miami Beach for hotel development, right-of-way improvements and parking, the following five groups of properties have been identified for acquisition. Proposals for appraisal services have been initiated as described below. HOTEL PROPERTIES CONSISTING OP 1601-1611 COLLINS. 1535 COLLINS. 1545 COLLINS. 1555 COLLINS AND 1565 COLLINS On August 10, 1993 proposals for appraisal services were requested from the following firms: Joseph J. Blake & Associates Boatwright Appraisal Services Dixon & Friedman Hedg-Peth & Gallaher, Inc. Quinlivan Appraisers Waronker & Associates Responses were due on August 20, 1993. Only two firms responded. Notices to Proceed were issued to Hedg-Peth & Gallaher for all five parcels and Quinlivan Appraisers for four parcels (1535, 1545, 1555 and 1565 Collins Avenue) in the contract amounts of $13,500 and $11,000, respectively. Appraisals should be completed by the end of September. CITY CENTER PARKING - EXPANSION OF EXISTING CITY LOT TO INCLUDE 1575 WASHINGTON AVENUE, 1581 WASHINGTON AVENUE AND 1600 COLLINS. On August 23, 1993 proposals for appraisal services were requested from the following firms: Appraisal First Company Blazejack Company Investors Research Associates Cole Appraisal Company Hedg-Peth & Gallaher, Inc. Quinlivan Appraisers Due date for responses: Friday, september 3, 1993 au . 4 20TH STREET HOTEL SITE CONSISTING OF 1901 COLLINS AVENUE. 2007 COLLINS. 110 20TH STREET. 150 20TH STREET AND 100 21ST STREET On August 27, 1993 proposals for appraisal services were requested from the following firms: Joseph J. Blake & Associates Boatwright Appraisal Services Dixon and Friedman Hedg-Peth & Gallaher, Inc. Quinlivan Appraisers Waronker & Associates Due date for responses: Friday, september la, 1993 INTERNATIONAL HOTEL - 4332 COLLINS AVENUE (FOR COLLINS AVENUE REALIGNMENT PROJECT PER CIP) On August 23, 1993 proposals for appraisal services were requested from the following firms: Boatwright Appraisal Services Investors Research Association AREEA Hedg-Peth & Gallaher, Inc. Quinlivan Appraisers Waronker & Associates Due date for responses: Friday, September 3, 1993 This project is not in either redevelopment area. The information is presented to update the City commission on the status of the project. The proposal is for the City of Miami Beach to acquire the site and to be re- imbursed in FY 98/99 from the Florida Department of Transportation. LOTS FOR PARKING BETWEEN SIXTH STREET AND CONSISTING OP 641 AND 655 EUCLID AVENUE. 1040 MICHIGAN AVENUE. 1025 8TH STREET. 636 MICHIGAN AVENUE AND APPROXIMATELY 1307 13TH TERRACE (AS COMMISSION ACTION ON JUNE 30. 1993.) FIFTEENTH STREET 10TH STREET. 945 AVENUE. 959 WEST APPROVED BY CITY On August 26, 1993 proposals for appraisal services were requested from the following firms: AREEA Cole Appraisal Service Investors Research Associates Hedg-Peth & Gallaher, Inc. Quinlivan Appraisers Waronker & Associates Due date for responses: Thursday, September 9, 1993 - 2 - 5 CONCLUSION; Due to the number of appraisals required for the city to undertake these activities, the Administration is preparing a procedure that will be presented to you at the next Commission meeting. To expedite this process, the Redevelopment Agency has been requested to take the lead in assisting the City in implementing this procedure even in areas that may be outside of either of the redevelopment areas. Appropriate funding sources will be utilized to reimburse the Agency for expenses incurred for non-redevelopment area appraisals. MSD/svh - 3 - 6 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE MIAMI BEACH REDEVELOPMENT AGENCY (AGENCY) AND ANDRES DUANY AND ELIZABETH PLATER-ZYBERK ARCHITECTS, INC. (CONSULTANT) FOR DEVELOPING THE PLAN ON WHICH THE MASTER DEVELOPMENT AGREEMENT WITH THE PORTOFINO GROUP WILL BE BASED THIS AGREEMENT made this 29th day of October , 1993 by and between the MIAMI BEACH REDEVELOPMENT AGENCY hereinafter called the "Agency", which term shall include its officials, successors, legal representatives, and assigns, and ANDRES DUANY and ELIZABETH PLATER-ZYBERK ARCHITECTS, INC., an individual, hereinafter called the "Consultant". -1- Agreement: City Manager: Consultant: Final Acceptance: Fixed Fee: Project Coordinator: SECTION 1 DEFINITIONS This written Agreement between the Agency and the Consultant. "city Manager" means the Chief Administrative officer of the City. For the purposes of this Agreement, Consultant shall be deemed to be an independent contractor, and not an agent or employee of the Agency. "Final Acceptance" means notice from the Agency to the Consultant that the Consultant's services are complete as provided in Section 4.8 of this Agreement. Fixed amount paid to the Consultant to allow for its costs and margin of profit. An individual designated by the City Manager to coordinate, direct and review on behalf of the Agency all technical matters involved in the Scope of Work. -2- Risk Manager: services: Termination: Task: The Scope Consultant Services". The Risk Manager of the city, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139. All services, work and actions by the Consultant performed pursuant to or undertaken under this Agreement described in section 2. Termination of Consultant Services as provided in section 4.9 of this Agreement. 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 of Work set is for this forth in project Exhibit to be performed by "A", entitled "Scope the of -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 Twenty-Five Thousand and nO/lOO Dollars (25,000.00) 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 Agency. -4- 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, Exhibit "C". 4.3 PROJECT MANAGEMENT The Consultant shall appoint a qualified individual acceptable to the Agency to serve as proj ect 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 Agency's Project Coordinator. -5- 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 Agency 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 Agency 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 Agency and is in excess of sixty (60) days. 4.5 NOTICE TO PROCEED Unless directed by the Agency otherwise, the Consultant shall proceed with the work only upon issuance of a Notice to Proceed by the Agency. 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 Agency and for reuse, if applicable and so deemed by the Agency. -6- 4.7 INDEMNIFICATION Consultant agrees to indemnify and hold harmless, the Miami Beach Redevelopment Agency and the City of Miami Beach and their 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 equi ty, 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 consul tant' 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 Agency 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 Agency to the Consultant for the Consultant's Indemnity Agreement. The Consultant's obligation under this article shall not include the obligation to indemnify the Miami Beach Redevelopment Agency and the City of Miami Beach and their 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 Agency and/or the City and their officers, employees and agents. The parties each agree to give the other party prompt notice of any claim coming to its knowledge that -7- 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 per Florida statutes. 3. Thirty (30) days written notice of cancellation or substantial modification in the insurance coverages must be given to the Agency and 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 Agency and City's Risk Manager. 5. Original certificates of insurance for the above coveragesmust be submitted to the Agency and 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. 6. The Consultant is responsible for obtaining and submitting all -8- 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 Agency and 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 Agency and 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 Agency otherwise, the Consultant shall not commence any services pursuant to this Agreement until the Agency and the City have received and approved, in writing, certificates of insurance showing that the requirements of this -9- 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 Agency in writing. Final Acceptance shall not constitute a waiver or abandonment of any rights to remedies available to the Agency 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 Agency 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 Agency and the Agency 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 -10- relieved of liability to the Agency for damages sustained by the Agency by virtue of any breach of the Agreement by the Consultant and the Agency may reasonably withhold payments to the Consultant for the purposes of set off until such time as the exact amount of damages due the Agency from the Consultant is determined. 4.10.2 Termination for Convenience of Aqencv The Agency 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 Agency. If the Agreement is terminated by the Agency as provided in this Section, the Agency shall compensate the Consultant for all Services actually performed by the Consultant and reasonable direct costs of Consultant for assembling and delivering to Agency all documents. Such payments shall be the total extent of the Agency's liability to the Consultant upon a Termination as provided for in this section. 4.10.3 Termination for Insolvencv The Agency 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. -11- Sanctions for Noncompliance with Nondiscrimination provisions In the event of the Consultant's noncompliance with the nondiscrimination provisions of this Agreement, the Agency shall impose such Agreement Sanctions as the Agency 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 whole or in part. In the event the Agency 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. 4.10.4 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 Agency 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 Agency. When appl icable and upon receipt of such consent in writing, the Consultant shall cause the names of the consulting -12- 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 Agency. 4.12 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, 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 -13- 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 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 Agency 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 Agency. The Consultant's Project Manager and the Agency's Project Coordinator shall be designated promptly upon commencement of the Services. -14- All other notices and communications in writing required or permitted hereunder may be delivered personally to the representatives of the Consultant and the Agency 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. 1023 S.W. 25th Avenue Miami, Florida (305) 644-1023 TO AGENCY: Miami Beach Redevelopment Agency 1700 Convention Center Drive Miami Beach, FL 33139 (305) 673-7193 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 -15- Any litigation between the parties, arising of, or in connection with this Agreement, shall be initiated either in the court system of the state of Florida or the united states District Court for the Southern District 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 Agreement including the Scope of Services 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, regardless of where executed, shall be governed by and construed according to the laws of the State of Florida. 4.18 LIMITATION OF Aqencv'S LIABILITY The Agency desires to enter into this Agreement only if -16- in so doing the Agency can place a limit on the Agency's liability for any cause of action for money damages due to an alleged breach by the Agency of this Agreement, so that its liability for any such breach never exceeds the sum of Twenty-Five Thousand and nO/100 Dollars ($25,000.00). Consultant hereby expresses its willingness to enter into this Agreement with Consultant's recovery from the Agency for any damage action for breach of contract to be limited to a maximum amount of $25,000.00 less the amount of all funds actually paid by the Agency to Consultant pursuant to this agreement. Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant hereby agrees that the Agency shall not be liable to the Consultant for damages in an amount in excess of $25,000.00 which amount shall be reduced by the amount actually paid by the Agency 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 Agency 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 Agency'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 -17- 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. -18- IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first entered above. By: ~~ (,~~ secretary By: PMEN'l' AGENCY FOR AGENCY: ATTEST: FOR CONSULTANT: ANDRE DUANY' ELIZABETH PLATER- ZYBERK ARCHITECTS, INC. ATTEST: By: CORPORATE SEAL FORM APPROVED REDEVELOPMENT AGENCY GENERAL COUNSEl ym:jm\fire2 ...---- By -.. v5) Date '{'- 2.. <I - 1 s -19- PROPOSAL FOR CONSULTING BY ANDRES DUANY , BLIZABETH PLATER-ZYBERK ARCHITBCTS, INC. (DPZ) FOR THB CITY OF MIAMI BEACH WITH REGARD TO THB SOUTH POINTB DEVELOPMENT AGREEMENT scop. of services I WEEK 1 WEEK 1 WEEK 2 WEEK 2 WEEK 2 WEEK 3 WEEK 3 WEEK 4 WEEK C Informal meetings to receive input from City Adminis- tration, Land Use Committee, South pointe Advisory Board, and the Department of Development, Design and Historic Preservation Services. Meet with the Portofino Group and designers to determine the Portofino Group's requirements. Formal meeting with the Land Use Committee and the South Pointe Advisory Board to review the Portofino Group's requirements and to review the possible criteria and regulating plan. City Commission meeting to review status. Produce criteria and regulating plan and meet with the Portofino Group to review. Presentation of criteria and regulating plan to the Land Use Committee and the South pointe Advisory Board. Final adjustments to criteria and regulating plan. The City Commission meeting to rec~ive the Land Use Committee and the South Polnte Adv~sory Board report and for approval of criteria and regulating plan. Final presentation and submission of criteria and regulating plan to the Land Use Committee and the South pointe Advisory Board. The fOllowing two months are used to work out a land development agreement between the city and the Portofino Group. Beyond initial workshops above, contact shall continue on an hourly basis for services as described on the attached fee schedule. Contract amount: $25,000 maximum EXHIBIT "A" FEE SCHEDULB ANDRES DUANY , ELIZABETH PLATER-ZYBERK ARCHITECTS, INC. The followinq hourly rates ae ourrently in effect for planninq and consultinq services I principal $175.00 per hour $ 75.00 per hour Projeot Manaqer Computer/Drafter $ 45.00 per hour EXHIBIT "A" Addendum: The Regulating Plan, Urban Regulations, Architectural Regulations, and other documents prepared by the Consultant for this project are instruments of the Consultant's service for use solely with respect to this project. The Consultant shall be deemed the author of these documents and shall retain all common law, statutory, and other reserved rights including copyright. The Agency shall be permitted to retain copies only, including reproducible copies, ofthe Consultant's Regulating Plan, Urban and Architectural Codes, and other documents for information and reference. The Consultant's Regulating Plan, Urban and Architectural Codes, or other documents shall not be used by the Agency or others on other projects except by agreement in writing and with appropriate compensation to the Consultant. If the Consultant determines that the Consultant's design intent is not being implemented by the Agency, the Consultant shall notify the Agency, in writing, of this determination. If this should occur, the Consultant reserves the right to remove the firm name from the project. In such an event, the Agency must not use the Consultant's name in public/private presentations, advertising materials, and promotion material for the project. DPZ ARClllTECfS, INC.