HomeMy WebLinkAboutpsaPROFESSIONAL SERVICES AGREEMENT
[Town Planning/Urban Design Services]
This Agreement entered into this day of
2002, by and between The CITY of Miami, a Municipal
Corporation of the State of Florida, (the "CITY"), and Duany
Plater-Zyberk & Company, a State of Florida corporation, (the
"PRINCIPAL").
WITNESSETH
WHEREAS, the CITY has scheduled a substantial number of
Projects for fiscal years 2002, 2003 and 2004 (the "Projects")
that require professional Town Planning/Urban Design services;
and
WHEREAS, the Commission of the CITY of Miami, by
Resolution Nc.02-19 adopted on January 10, 2002, approved the
selection of four (4) firms to provide 'Town Planning/Urban
Design services for the Projects during the planning, design
and construction phases thereof and authorized the CITY
Manager to negotiate the terms of and execute agreements with
said firms for the provision of the Services; and
WHEREAS, the PRINCIPAL is one of the firms selected to
provide Town Planning/Urban Design services and the PRINCIPAL
and the CITY wish to execute this Agreement to set fZ3rth the
terms and conditions of the engagement.
NOW, THEREFORE, in consideration of the mutual covenants
set forth herein, the CITY and the PRINCIPAL agree as follows:
TERNS
1. Recitals. The recitals and all statements contained
therein are hereby incorporated into and made a part of
this Agreement.
2. 22gm. The term of this Agreement shall be three (3)
years, commencing on the date hereof and ending three (3)
years thereafter (the "Expiration Date"), subject, however,
to the provisions of Section 19 hereof. The CITY has the
right to extend the term hereof for an additional period of
one (3) year subject to the approval of the CITY Manager.
3. Sub-iect Matter. This Agreement sets forth the terms and
conditions pursuant to which the CITY may request, and
PRINCIPAL shall provide, the Services, as defined in
Section 4 and 5 below, for one or more Projects. No
specific Project is designated under this Agreement. The
Project and the specific details of the Services required
to be performed by the PRINCIPAL shall be described in a
Work Order to be issued by the CITY in accordance with
Section 5.B hereof.
4. Definitions.
A. PROJEC', - means the proposed study area as generally
designated by the CITY or other related professional
services requested by the CITY.
B. WORK - means Town Planning/Urban Design Services to be
rendered or provided by the PRINCIPAL for the PROJECT.
C. SERVICES - means the Basic Services and/or the Scope of
Work, as described in Section 6 hereof, to be performed
by the PRINCIPAL under this Agreement.
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D. PLANNING BUDGET - means the amount allocated by the CITY
for the PROJECT and all increases authorized by the
CITY. The City shall have no liability for fees or
costs, which exceed the PLANNING BUDGET, in the absence
of an amendment to this Agreement.
E. PROJECT MANAGEil - means the Director of the Department
of Planning and Zoning or his/her designee. For purposes
of this Agreement the term PROJECT MANAGER shall be
interpreted to be read in conjunction with CITY insofar
as that any time an administrative approval by the CITY,
comment or decision is appropriate from the CITY under
this Agreement the PROJECT MANAGER shall have the
authority to act for the CITY. The PROJECT MANAGER may,
at his/her discretion, consult with the DIRECTOR or the
City Manager on any such matter. The PROJECT MANAGER may
reallocate the funds established iii`.the PLANNING BUDGET
between different categories of work, if warranted. The
PROJECT MANAGER shall not be authorized to execute
amendments, or to make decisions on matters of policy or
matters that would cause any increase in any of the
SERVICES or PLANNING BUDGET.
5. Services.
A. General
i. At the City's request, made in accordance with Sub -
Section B below, PRINCIPAL shall perform the Services
described in Section 6 below. The Services include
but are not limited to the services outlined in
Section 6 herein and services that may be required in
connection with a Project. The Work shall be performed
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in a sound, economical, efficient and professional
manner and within the time and the manner required in
the Work Order, as mutually agreed upon by the
PRINCIPAL and the CITY.
ii. The PRINCIPAL shall' perform the Work under the
direction of, and in close coordination with, the
Project Manager. The PRINCIPAL shall provide all
professional and technical services comprising the
Work and shall be fully responsible for all the
professional and technical aspects thereof. The
City's Project Manager's review and approval of the
Work will relate only to overall compliance with the
general requirements of the Project and whenever the
term "approval by the CITY" or like term is used in
this Agreement, the phraseology shall in no way
relieve the PRINCIPAL from', any duties or
responsibilities under the terms of this Agreement or
from using the best professional Town Planning/Urban
Design practices.
iii. The PRINCIPAL shall, in the performance of the
Work, comply with all Federal, State and Local codes,
ordinance and regulations, pertaining to the Project,
including, without limiting the generality of the
foregoing, the Federal Wage -Hour Law, Walsh -Healy Act,
the Occupational Safety and Health Act, the Florida
Worker's Compensation Act, the National Environmental
Policy Act and Equal Employment Opportunity
Legislation, as they may be amended from time to time.
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iv. In the performance of the Work, the PRINCIPAL agrees
to:
a. Strive to complete the Work within the time allowed
by maintaining an adequate staff of qualified
employees on the Work at all times. Unless other
stated in a Work Authorization or an amendment to
the Agreement time is of the essence in the
performance and completion of the Work.
b. Be fully responsible for the professional and
technical services required to be rendered in the
performance of the Work.
c. Cooperate fully with the CITY in order that all
phases of the Work may be properly scheduled,
coordinated, and executed.
d. Report, in writing, the status of the Project to
the Project Manager, upon request, or as required
by this Agreement, and maintain all notes and
related Work open to inspection by the CITY, at all
times during the term hereof and for three (3)
years thereafter.
e. Prepare the plans, texts and all other documents
pertaining to the Project in compliance with all
applicable federal, state and local laws, codes,
ordinances, rules and regulations.
f. Be available for general consultation and advice
during the term of the Project.
v. The CITY agrees to make available to the PRINCIPAL
any plans and other data in City's possession
pertaining to the Work to be performed for the
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Project. The PRINCIPAL shall recommend to the CITY and
be responsible for the review and interpretation of
appropriate plans and reports that need to be obtained
or performed for the proper
Principal's services.
B. teauests For Services.
i. Except in emergency situations,
execution
of the
as determined by the
City Manager under the applicable provisions of the
City Procurement Ordinance, all requests for Services
shall be made by a written Request For Services
("RFS") issued by the Project Manager. In case of an
emergency situation, the CITY may issue a verbal RFS
to be followed by a written RFS (or, after approval,
by a Work Order) and a Notice to Proceed, as soon as
practicable thereafter. All such documents shall be in
writing. The RFS shall describe 'the Project and each
section of the Work to be performed by the PRINCIPAL
and the time schedule in which the Work must be
completed.
ii. Upon receipt of the RFS, the PRINCIPAL shall make
arrangements to meet with the Project Manager and a
meeting shall be held within ten (10) days following
receipt of the RFS, to discuss the Planning Budget,
estimated amount of compensation, Project schedule and
deadline, and the schedule and scope of the Work. All
formats for the Work are to be as presently used by
the CITY of Miami Planning Department, unless
otherwise directed in writing by the Project Manager.
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iii. Subsequent to the meeting, the PRINCIPAL shall
submit to the CITY a proposal at no cost to the CITY.
If CITY and PRINCIPAL agree on the amount of
compensation and the schedule and time for completion
of the Work, then the Project Manager shall issue a
Work Order and Notice to Proceed.
iv. The Services to be rendered by the PRINCIPAL for the
Project shall commence within twenty-four (24) hours
upon receipt of the Notice to Proceed and shall be
completed within the time agreed upon as shown in the
Work Order.
v. PRINCIPAL understands and agrees that failure to
comply with the foregoing provisions within the time
required herein may result in the Project being
awarded to another firm and/or this Agreement being
cancelled. '+
6. Scope of Work - Scope of Work consists of complete
professional town planning/urban design services for any or
all of the six (6) Phases described in Sections A through F
below. To the extent that the provision of Services for a
Project require any services, outside the Principal's
expertise, the PRINCIPAL shall use the services of those
who have been designated as "Approved Sub -consultants," as
the term is defined in section 16 herein. The PRINCIPAL
agrees to coordinate its effort with that of the
Subconsultants involved in a Project to assure fully
coordinated and complete Work. The PRINCIPAL is responsible
for direction, supervision and work product of "P.pproved
Sub -Consultants." The PRINCIPAL shall prepare and
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coordinate the delivery of final documents to be provided
by the CITY. The PRINCIPAL may also be required to provide
consulting services to the CITY on various matters that do
not result in plans and drawings. The CITY acknowledges
that any agency of the CITY may purchase services in part
or in whole from this contract, provided that written the
City Commission or the CITY Manager, as applicable to the
amount involved, or his designee, gives permission.
A. Phase I - Proarammina:
i. The PRINCIPAL shall confer with the Project Manager
and other designated representatives of the CITY,
including the Department in charge of the Project, to
determine the general requirements for the completion
of the Project all within the Planning Budget which
shall have been established by the CITY at project
initiation.
ii. The PRINCIPAL shall use proper and adequate design
controls to assure the CITY that the Project will be
executed within the Planning Budget and Project
Schedule.
iii. The PRINCIPAL shall prepare a written or verbal
presentation to the CITY to discuss the documents and
plans required '4y the Scope of Services. This
presentation shall include a written proposed Project
Schedule.
iv. The proposed Project Schedule shall include a
timetable indicating the proposed completion date for
each Phase of the Project.
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v. The documents and plans shall consist of all
documents and drawings (i.e. master plans, regulating
plans, street sections, urban and architecture
regulations, etc.) as may be required by the Agreement
or its exhibits, a Notice to Proceed, Work Order or
other written authorization issued by the Project
Manager.
vi. If necessary, as determined by the CITY and the
PRINCIPAL, the PRINCIPAL shall make a written or
verbal presentation to discuss the plans and documents
required by the scope of services to the appropriate
CITY Boards (such as Historic Preservation Board,
Planning and Zoning Boards, etc.). Such presentations
will be a part of the PRINCIPAL'S basic services and
shall not be billed as additional services.
vii. The PRINCIPAL shall submit tO the CITY two (2)
copies of all documents required under this Phase, at
no additional charge, for approval by the CITY. The
PRINCIPAL shall not proceed with the next Phase until
directed by the Project Manager.
B. Phase II - Charrette(s):
i. After receiving approval from the CITY, the PRINCIPAL
shall conduct char:eette(s) as may be appropriate and
applicable.
ii. The charrette(s) will be conducted to gather
information and solicit feed back from directly
affected or impacted appropriate City departments,
groups, and individuals as determined by the CITY and
the PRINCIPAL, in order to initiate preparation and
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refine the documents described in the scope of
services.
iii. The PRINCIPAL shall submit to the CITY, two (2)
sets of all documents required under this Phase, at no
additional charge, for written approval of the CITY
Project Manager. The PRINCIPAL shall not proceed with
the next phase until directed, in writing, by the
Project Manager.
C. Phase III - Draft Documents:
i. From the approved draft Documents, the PRINCIPAL
shall prepare a set of revised draft Documents setting
forth in detail the findings and components of the all
the documents required under the scope of services,
(i.e.: Regulating Plans, Zoning Code, Building Code,
Master Plans, Architecture codes, etc.)
ii. The draft Documents shall be i3repared in a manner
that will assure clarity.
iii. Wheneverpossible, the draft documents shall be
created by computer using InDesign, AutoCad and
Microsoft "Word" format. Another format may be used
only if approved, in advance and in writing, by the
CITY PROJECT MANAGER.
iv. Upon completion of the- draft Documents, the
PRINCIPAL shall submit to the CITY PROJECT MANAGER, at
no additional charge, two (2) sets of plans codes and
other related documents for final review, and
approval.
v. The PRINCIPAL shall make, as necessary by either
party, presentations of the draft documents as
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outlined and identified within the corresponding scope
of Work.
D. Phase IV - Submittal of Final Documents:
i. PRINCIPAL shall make all required changes or
additions and resolve all questions resulting from the
City's review within the limits of the agreed schedule
and scope of services. This shall be at no additional
charge to the CITY, except for changes requested by
the CITY that are in conflict with prior— CITY
directives or approvals or constitute the City's
modifying the scope or program of the project. All
revised documents shall be submitted to the CITY for
written approval. After written approval by the CITY,
the PRINCIPAL shall furnish, at no additional charge,
a master set of reproducible drawings and documents to
the CITY PROJECT MANGER.
7. Protect Completion Time; Time Extensions; No Damages for
Delay. The Work shall be performed within the time
allocated to each phase thereof and shall be completed
within the time agreed upon. A reasonable extension of the
Work time should be granted in the event of a delay caused
by the City's failure to fulfill its part of the Agreement
as herein required or by other reasons, such as Acts of
God, abnormally severe and unusual weather conditions of
longer than three (3) day's duration, recognized natural or
public health emergencies, freight embargoes as defined by
Florida law, which are beyond the control of the PRINCIPAL.
In order to be eligible to request a time extension the
PRINCIPAL must demonstrate that such causes are beyond its
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control, and not due to the fault or neglect of the
PRINCIPAL or its Approved Sub -contractors. In the event of
a justifiable request for an extension of time submitted by
PRINCIPAL the PRINCIPAL shall only be entitled to an
extension of time. No claim for damages of any kind may be
paid for any delays. PRINCIPAL shall not be entitled to any
increase in the PLANNING BUDGET, or payment of compensation
of any kind from the CITY for direct, indirect,
consequential, impact or other costs, expenses or damages,
including but not limited to costs of acceleration or
inefficiency, arising because of delay, disruption,
interference, or hindrance from any cause whatsoever,
whether such delay, disruption, interference, or hindrance
be reasonable or unreasonable, foreseeable or
unforeseeable, avoidable or unavoidable, provided, however,
that this provision shall not preclude,recovery of damages
by PRINCIPAL, limited by §768.28, Fla. Stat., for
hindrances and delays due solely and exclusively by fraud,
bad faith or active interference on the part of the CITY.
Otherwise, PRINCIPAL is entitled only to extensions of time
as the sole and exclusive remedy for such resulting delay,
expressly in accordance with, and to the extent
specifically provided and limited above.
S. Extension of Expiration Date. In the event the PRINCIPAL
is engaged in any Project(s) on the Agreement Expiration
Date, then this Agreement shall remain in effect until
completion or termination of said Project(s). No new Work
Orders shall be issued after the Expiration Date.
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9. City's Services and Responsibilities. The CITY shall make
available to the PRINCIPAL for its inspection, all plats,
maps, surveys, aerials, records and other information
regarding the Project that the CITY presently has in its
possession and at its disposal. The CITY shall not be
obliged to create such information for the PRINCIPAL.
10. Compensation. Compensation shall be based on a "Fixed
Fee" or a "Not to Exceed Fee", as described hereunder,
based on the nature and scope of the Work. The method of
compensation shall, be agreed upon prior to issuance of the
Work Order. Notwithstanding anything herein to the
contrary, the CITY and the PRINCIPAL agree that the total
compensation on a cumulative basis permitted for all Work
under this Agreement shall not exceed a guaranteed maximum
of $600,000. The sum of $600,000 shall be a guaranteed
maximum for all work performed under'+this Agreement, as
amended from time to time. Cumulative Work Authorizations,
Notices to Proceed and similar instruments shall all be
subject to this guaranteed maximum. The guaranteed maximum
of $600,000 will be the upper limit of liability to the
CITY for all fees of the PRINCIPAL, its Sub -consultants,
agents, or representatives, and inclusive of costs,
reimbursable expenses and any other expenditure relating ta.
Principal's performance of the work. The Guaranteed maximum
sum established herein will apply regardless of the method
of compensation agreed upon for payment of fees to the
PRINCIPAL. The CITY shall have no liability under any
circumstances to the PRINCIPAL for any amount exceeding the
guaranteed maximum set forth herein.
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11. FIXED FEE: The fee for a task or a scope of Work based
on a fixed fee shall be mutually agreed, in writing, upon
by the CITY and the PRINCIPAL.
A. NOT TO EXCEED FEE: If a "Not to Exceed" fixed fee is
mutually agreed upon, the amount of compensation shall
be based on an hourly rate fee. The hourly rate fee
shall be computed based on the hours worked by
individuals in the following categories. The Hourly Rate
for each category, as shown below, includes all
equipment, supplies, materials, tools, rentals, labor,
wages, taxes, insurance, benefits, vacation/sick leave
overhead and profit and shall be applicable to any
necessary overtime Work.
Category Hourly Rates
Principal in Charge $350.00
Director $150.00
Project Manager $110,00
Designer $100.00
Draftsperson $65.00
Administrative
(Billing, Reports Preparer) $85.00
Clerical (Filing, Tight Word Processing) $45.00
11, Payments of Compensation. Compensation shall be paid
monthly in accordance with invoices detailing the fees and
expenses, for Work performed during the immediate preceding
calendar month. Payment shall be made within forty-five
(45) days following Project Manager's receipt of tho proper
invoices, in triplicate. The invoices shall include the
following information:
A. Total contract amount.
B. Percent of Work complete to date.
C. Total amount paid to date.
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D. Amount previously billed.
E. Amount of invoice.
F. Invoice number and date.
G. All invoices submitted to the City will comply with
Florida's "Prompt Payment Act", §218.70, Florida
Statutes.
12. Schedule of Work. The CITY shall have the sole right to
determine which Project, if any, shall be assigned to the
PRINCIPAL. The execution of this Agreement is not a
representation or commitment by the CITY to award any
Project or Work will be assigned to PRINCIPAL. The CITY and
the PRINCIPAL will mutually agree upon, the schedule of
Work and time for performance in writing.
13. Extra Work Expenses. If the PRINCIPAL has incurred extra
Work or expense due to changes or services ordered by CITY
after any portion of the Work and services are approved by
the CITY, then the payment for such extra Work shall be the
subject of a Change Order, and shall be approved, in
writing, by the CITY PROJECT MANAGER if, in the CITY
Project Manager's reasonable opinion, such Change Order is
warranted. A change order must be attributable to an
unforeseen, unanticipated or unexpected act or event that
was -not within the contemplation of the parties. If the
PRINCIPAL caused extra Work or expense without prior
approval by the CITY, such extra Work shall be the subject
of an additional Work order and the cost of the extra Work
shall be sole responsibility of the PRINCIPAL.
14. Reimbursable Expenses: Reimbursable expenses must be
approved in writing by the PROJECT MANAGER, must be
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strictly attributable to the Work involved in the PROJECT,
and must be properly documented to the reasonable
satisfaction of the PROJECT MANAGER. Reimbursable expenses
are to be paid in addition to compensation for Basic Scope
Services and include expenses incurred by the PRINCIPAL,
its employees and other consultants in the interest of each
Project, as identified as follows:
Providing the services of special specialists, such as
traffic, environmental, marketing etc., in addition tothose
that are required to provide the basic scope of services.
Unless otherwise agreed, the extra expense of specialists,
when authorized, shall be the amount paid to the specialist.
The compensation for these services shall be done as
reimbursable expenses. This Section does not apply to
Professional Services of those individuals and specialists
employed by the PRINCIPAL or by an "Authorized Sub-
contractor"...
A. Expenses of surveys, plans, and other document retention
that may be required in performance of the scope of
services if paid by the PRINCIPAL.
B. Traveling of sub -consultants and Principal's employees
from outside of Miami -Dade County when authorized in
advance by the City's Project Manager. Transportation
and living expenses of PRINCIPAL or its employees shall
be paid not to exceed limitations established by law,
including, without limitation 5112. 061, Fla. Stat.
C. The cost of services necessary to prepare, reproduce,
and distribute all documents required by the scope of
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the Agreement. These include printing, scanning, phone,
fax, FedEx, and messenger.
D. Changes in the Project initiated by the CITY or
Contractor.
15.Apr roval of Documents. The CITY agrees within thirty (30)
days after delivery, it will, approve, reject, or return
with indicated suggested revisions or recommendations, all
documents or other written communications submitted by the
PRINCIPAL to the CITY for approval. Such approval,
revisions or recommendations by the CITY shall not relieve
the PRINCIPAL of its responsibility for the Work.
16.Sub-consultants.
A. Selection of the PRINCIPAL by the Competitive Selection
Committee was based, in part, on the qualifications and
expertise of the Sub -consultants listed in response to
the "Request for Proposals" (RFP)'", if Sub -consultants
were listed (the "Approved Sub -consultants"). The
PRINCIPAL shall employ Approved Sub -consultants where
their specialties are required to perform the Work for
an assigned Project.
E. The PRINCIPAL may choose additional Sub --consultants
provided it first obtains the prior written approval of
the CITY PROJECT MANAGER. The PRINCIPAL may not exclude
Approved Subconsultants from a Project without the CITY
Project Managers prior written consent., The reasons for
hiring additional Sub -consultants or for the replacement
of the Approved Sub -consultants shall be detailed in the
Principal's written request for City's written consent.
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C. The PRINCIPAL shall be responsible for all the Work of
its organization, employees and its Sub -consultants.
Nothing contained in this Agreement shall create any
contractual or business relationship between any of the
Sub -consultants Working for the PRINCIPAL and the CITY.
The PRINCIPAL agrees and understands that it is in no
way relieved of any responsibility under the terms of
this Agreement by virtue of any other professional who
may associate with it in performing the Work.
D. Sub -consultants that must be used are:
17.Conflict of Interest.
A. PRINCIPAL covenants that no person under its employ who
presently exercises any functions or responsibilities in
connection with this Agreement has any personal
financial interest, direct or indirect, with the CITY.
PRINCIPAL further covenants that, in the performance of
this Agreement, no person having such conflicting
interests shall be employed. Any such interests on the
part of PRINCIPAL or its employees must be disclosed in
writing to CITY.
B. PRINCIPAL is aware of the conflict of interest laws of
the CITY of Miami (CITY of Miami Code Chapter 2, Article
V), Miami -Dade County, Florida (Miami -Dade County Code
Section 2-11.1) and the State of Florida, and agrees
that it shall fully comply in all respects with the
terms of said laws.
C. PRINCIPAL agrees that none of its employees shall,
during the to:Its of this Agreement, serve as an adverse
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or hostile witness against the CITY in any legal or
administrative proceeding in which the he or she is not
a party, unless compelled by court process, nor shall
such person give sworn testimony or issue a report in
writing, as an expression of his or her opinion, which
is adverse or prejudicial to the interests of the CITY
in any such pending or threatened legal or
administrative proceeding. The limitations of this
section shall not preclude such persons from
representing themselves in any action or any legal
proceeding regarding this Agreement. PRINCIPAL agrees to
prohibit its Authorized Sub -Contractors, by written
contract, from having any conflicts within the meaning
of this section.
18.Ownership of Docu jets. All reports, tracings, drawings,
plans, computer media, surveys, tracings, schedules,
documents, and other data developed by the PRINCIPAL for
the purpose of this Agreement shall become the property of
the CITY without restriction or limitation upon use and
shall be made available by the PRINCIPAL at any time upon
request of the CITY. All such documents and data as
specified in this section are to be delivered by PRINCIPAL
to the PROJECT MANAGER at the,termination or conclusion of
the Agreement, whether finished or unfinished. Failure to
deliver such documents or data within 10 days of the date
of termination or conclusion shall be just case for the
CITY to withhold any payments due (without interest the
PRINCIPAL until there is full compliance with this section.
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The --obligations of the PRINCIPAL under this section shall
survive the cancellation or expiration of the Agreement.
19.Termination and Suspension of Agreement.
A. The CITY retains the right to terminate this Agreement
at any time prior to the completion of the Work without
penalty to the CITY. In such event, the CITY shall give
written notice of termination to the PRINCIPAL and the
PRINCIPAL shall be paid for services rendered up to the
date of the notice, provided, however, that the
PRINCIPAL is not in default under the terms of this
Agreement and as set forth in Section 30 hereof. Ten
($10.00) dollars of the sums payable to PRINCIPAL are
given as specific and independent consideration for the
ability to terminate, for convenience of the CITY, at
any time. The PRINCIPAL shall have'4no recourse from a
termination for convenience.
B. It is further understood by and between the parties that
any information, contract documents, plans, drawings, or
any other matter whatsoever which is given by the CITY
to the PRINCIPAL pursuant to this Agreement shall at all
times remain the property of the CITY and shall not be
used by the PRINCIPAL for any other ,purposes whatsoever
without the written consent of the CITY. PRINCIPAL shall
promptly deliver all such documents ,or data to the
PROJECT MANAGER at the termination or conclusion of the
PROJECT or the Principal's Work, as applicable. The
PRINCIPAL'S failure to comply with this section shall be
just cause for the CITY to withhold payments of any sums
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due the PRINCIPAL, and the PRINCIPAL shall have no
recourse from such action, nor shall it be entitled to
receive the funds (less any interest) until there is
full compliance with this. section. The PRINCIPAL'S
duties shall survive expiration or cancellation of this
Agreement.
20.Award of Agreement.
A. The PRINCIPAL warrants that it has not employed or
retained any company or person to solicit or secure this
Agreement, that it has not paid or agreed to pay any
company or person any fee, commission, percentage,
brokerage fee, or gifts or any other consideration
contingent upon or resulting from the award or making of
this Agreement.
B. The PRINCIPAL also warrants that to the best of its
knowledge and belief no Commissioner, Mayor or other
officer or employee of the CITY is interested directly
or indirectly in the profits or emoluments of this
Agreement or the Work.
21.Entire Agreement. This Agreement represents the entire and
integrated agreement between the CITY and the PRINCIPAL and
supersedes all prior negotiations, representations or
Agreements, either written or oral. Thic. Agreement may be
amended only by written instrument executed by CITY and
PRINCIPAL.
22. Successors and Assigns. This 'Agreement shall be binding
upon the parties hereto and their respective heirs,
executors, legal representatives, successors and authorized
assigns.
d:DPZ TownPlanningservAgreement 9-27-02;a) revised 12-17-021awcomts 71
23. Riaht to Audit. The CITY reserves the right to audit
records of the PRINCIPAL pertaining to this Agreement
anytime during the term hereof, and for a period of three
(3) years after final payment is made under this Agreement.
The PRINCIPAL agrees to maintain such records available in
Miami- Dade County during this period of time.
24. Insurance. PRINCIPAL shall maintain during the terms of
this Agreement the following insurance:
A. Comprehensive General Liability Insurance in amounts not
less than $1,000,000.00 Combined single Unit for bodily
injury and property damage liability and said insurance
shall include contractual liability coverage. The CITY
of Miami shall be named as primary Additional Insured.
B. Professional Liability Insurance in a minimum amount of
$1,000,000.00 covering all liabil.i:y arising out of the
terms of this Agreement.
C. Workers' Compensation Insurance in the statutory
amounts.
D. Automobile Liability Insurance covering all owned, non -
owned, and hired vehicles used by PRINCIPAL in
connection with Work arising out of this Agreement.
Coverage shall be written with at least statutory
amounts for Bodily Injury and Property Damage. -�
E. All insurance policies shall be issued by companies
authorized to do business under the laws of the State of
Florida and which are approved according to
specifications of the Risk Management Division of the
CITY of Miami. All such companies shall be rated at
least B: V, or better, per the latest edition of A.M.
A.nP� TnwnPlanninaSarvAareement 9-27-02ia1 revised 12-17-021awcomts
77
Best's Key Rating Guide. All policies required
hereunder( excepting only the Professional Liability
Insurance) shall name the CITY as "Additional Insured".
F. The PRINCIPAL shall furnish certificates of insurance to
the CITY Risk Manager at 'Risk Management Division, Miami
Riverside Center, 9`b Floor, 444 S.W. 2"d Av., Miami, Fi.
33130-1910, prior to the commencement of any Work, which
shall clearly indicate that the PRINCIPAL has obtained
insurance in the type, amount and classification as
required for strict compliance with this Section and
that no material change or cancellation of the insurance
shall be effective without the thirty (30) days written
notice of the CITY.
G. Compliance with the foregoing requirements shall not
relieve the PRINCIPAL of its liability and obligations
under this Section or under any portion of this
Agreement.
25.Jiaht of Decisions.
A. All services shall be performed by the PRINCIPAL to the
satisfaction of the Project Manager who shall decide all
questions, difficulties and disputes of whatever nature
which may arise under or by reason of this Agreement,
the prosecution and fulfillment of the Servi+es
hereunder, and the character, quality, amount, and value
thereof, and the Project Manager's decisions upon all
claims, questions of fact, and disputes shall be final,
conclusive and binding, upon the parties hereto, unless
such determination is clearly arbitrary or unreasonable.
d:DPZ TownPlanningSerVAgreement 9-27-02(a) revised 12-17-021awcomte
23
B. In the event that the PRINCIPAL does not concur in the
judgment of the Project Manager as to any decision made
by him, the PRINCIPAL shall present his written
objections, within thirty (30) days of the Project
Manager's decision, to the CITY Manager. The City
Manager, or the Manger's duly authorized designee, will
meet once with the PRINCIPAL and the PROJECT MANAGER, if
requested to do so at the time the written objections
are made, and the CITY Manager, or the authorized
designee, will issue a final decision in due course and
this shall be the final decision of the CITY.
26. NQn--Discriminat}on. The PRINCIPAL shall not discriminate
against any employee or applicant for employment because of
race, color, religion, sex, age, national origin, handicap
or marital status. The PRINCIPAL shall take affirmative
action to ensure that applicants are employed, without
regard to their race, color, religion, sex, age, national
origin, handicap or marital status. Such action shall
include, but not be limited to the following: employment,
upgrading, demotion, or transfer; recruitment or
recruitment advertising; layoff or termination; rates of
pay or other forms of compensation; and selection for
training, including apprenticeship. The PRINCIPAL agrees
to post in conspicuous places, available to employees and
applicants for employment, notices to be, provided by the
Personnel Officer setting forth the provisions of this
Equal Opportunity Clause.
27. Construction of Acreement: Venue; Waivers,. The parties
hereto agree that this Agreement shall be construed and
dsDPZ TownPlarnsingServAgreement 9-27-02(a) revised 12-17-021awcomts
?A
enforced according to the laws, statutes and case law of
the State of Florida. Venue in any action between the
parties shall be in Miami -Dade County, Florida. In order to
expedite the conclusion of any such action the parties
waive their right to a jury'trial, or to file a permissive
counterclaim, or to claim attorneys fees from the other in
any action between them arising out of this Agreement.
28. Independent Contractor. The PRINCIPAL and its employees
and agents, shall be deemed to be Independent Contractors
and not agents or employees of the CITY; and shall not
attain any rights or benefits under the Civil Service or
Pension Ordinance of the CITY, or any right generally
afforded classified or unclassified employees; further they
shall not be deemed entitled to Florida Workers'
Compensation benefits as employees of the CITY. Nothing in
this Agreement creates a joint venture, partnership or
other business affiliation between the parties.
29. Non-Deleaability. The PRINCIPAL'S work skills are
considered unique in nature and the CITY relied on them in
selecting the PRINCIPAL. . It is understood and agreed that
the obligations undertaken by the PRINCIPAL pursuant to
this Agreement shall not be delegated, transferred,
granted, or assigned, in whole or in part, to any other
,• person or firm without the City's prior written consent,
which may be withheld at City's sole discretion.
30. Default Provision. In the event that PRINCIPAL shall
fail to comply with each and every term and condition of
this Agreement or fails to perform any of the terms and
conditions contained herein, then the CITY, in addition to
d:DPZ TownPlanningServAgreement 9-27-02(a) revised 12-17-021awcomts
7c
all other remedies available by law, at its sole option,
upon written notice to PRINCIPAL may cancel and terminate
this Agreement, and all payments, advances or other
compensation paid to PRINCIPAL by CITY while PRINCIPAL was
in default of the provisions herein contained, shall be
forthwith returned to CITY.
31. Contingency Clause. Funding for this Agreement is
contingent on the availability of funds and continued
authorization for program activities and is subject to
amendment or termination due to lack of funds or
authorization, reduction of funds, and/or change in
regulations.
32. Minority Procurement Compliance. The PRINCIPAL
acknowledges that it has been furnished a copy of Ordinance
No. 10062, the Minority Procurement Ordinance of the CITY
of Miami, and agrees to use good faith efforts to comply
with all applicable substantive and procedural provisions
therein, including any amendments thereto.
33. Indemnification. The PRINCIPAL covenants and agrees that
it will indemnify, save and hold harmless the CITY, its
officers, agents and employees from any and all claims,
losses, damages, coots, judgments, costs, charges or expenses
arising out of or in connection with the negligent acts,
actions, or omissions of the PRINCIPAL or any of its Sub -
Consultants, officers, agents, employees, whether direct or
indirect, provided, however, that PRINCIPAL shall not be
liable under this Section for damages or injury arising solely
out of or directly caused by or resulting from the sole
negligence of the CITY or any of its agents, officers or
d:DPZ • wnPlanninaServAcreement 9-2'1-r2fif revised 12-17-02lrwrnm^a
nr
employees. The indemnity provided herein is not limited by
reason of any particular insurance coverage in this Agreement.
This indemnity provision shall survive the termination of this agreement
and shall continue in effect for a period of two (2) years from
termination or the completion of Services, whichever is later.
This Indemnity shall be construed to comply with Chapter
725, Florida Statutes, if the Chapter is found to be
applicable by a court of competent jurisdiction.
33. Notice. All notices or other communications which shall
or may be given pursuant to this Agreement shall be in
writing and shall be delivered by personal service, or by
registered mail addressed to the other party at the address
indicated herein or as the same may be changed from time to
time. Such notice shall be deemed given on the day on
which personally served; or, if by mail, on the fifth day
after being posted or the date of actual receipt, whichever
is earlier.
CITY OF MIAMI:
CITY Manager
444 S.W. 2" Avenue
Miami, Florida 33130
PRINCIPAL:
Duany Plater-Zyberk
1023 SW 25`h Avenue
Miami, Florida 33135
Planning and Zoning Department
Attn: Project Manger -Ana Gelabert-Sanchez Attn: Andres Duany
444 S.W. 2" Avenue 1023 SW 25`h Avenue
Miami, Florida 3313,E Miami, Florida 33135
(305) 416-1470 (305) 644--1023
CITY Attorney
444 S.W. 2" Avenue
Suite 945
Miami, Florida 33130
d:DPZ TownP1,wningServAgreement 9-27-02(e0 revised 12-17-021awcomts
35.Amendments. No amendments to this Agreement shall be
binding on either party unless in writing and signed by
both parties.
36.Miscellaneous ProvipiQns.
A. Title and paragraph headings are. for convenient
reference and are not a part of this Agreement.
B. In the event of conflict between the terms of this
Agreement and any terms or conditions contained in any
attached documents, the terms in this Agreement shall
rule.
C. No waiver or breach of any provision of this Agreement
shall constitute a waiver of any subsequent breach of
the same or any other provision hereof, and no waiver
shall be effective unless made in writing.
D. Should any provision, paragraph, sentence, word or
phrase contained in this Agreement`,be determined by a
court of competent jurisdiction to be invalid, illegal
or otherwise unenforceable under the laws of the State
of Florida or the CITY of Miami, such provision,
paragraph, sentence, word or phrase shall be deemed
modified to the extent necessary in order to conform
with such laws, or if not modifiable to conform with
such laws, then same shall be deemed severable, and in
either event, the remaining terms and provisions of this
Agreement shall remain unmodified and in full force and
effect.
E. Preparation of this Agreement is a joint effort between
the CITY and the PRINCIPAL and the resulting document
shall not, solely as a matter of judicial construction,
d:DPZ TownPlanningServAgreement 9-27-02(a) revisP:d 12-17-021awcomts 9,11
be construed more severely against one of the parties
then the other.
F. Neither the CITY nor the PRINCIPAL intend to benefit
directly or substantially a third party by this
Agreement. Therefore, the parties agree that there are
no third party beneficiaries to this Agreement sand that
no third party shall be entitled to assert a claim
against either of them based on this Agreement.
G. Neither the PRINCIPAL nor its employees shall have or
hold any continuing or frequently recurring employment
contractual relationship that is substantially
antagonistic or incompatible with PRINCIPAL'S loyal and
conscientious exercise of judgment related to its
performance under this Agreement.
d:OPB TownPla;:n{ngServAgreement 9-27-02(a) revised 12-17-021awcomts
29
IN WITNESS WHEREOF, the parties hereto have, through
their proper corporate officials, executed this Agreement, the
day and year first above set forth.
ATTEST:
Corporate -Seer
ANTONro S. LOPEZ
My Comm Fxn 3/111V3
N., E+r' (Iowa
Duany Plater-Zyberk & Coiupany
a Florida corporation
By:
ULIA'etA (16t0:71/ekik---
Elizabeth Plater-Zyberk
President
CITY OF MIAMI, a municip
Corporation of Stat
Florida
ATTEST:
(42/' '1'it
PRI ILLA A. THOMPSON
City Clerk
ABERANCHEZ, Director
tment of Planning and Z•ning
APPROV
CORR
KRIULA
ITY MANAGER
Elliott Fibcler, Director
Risk Management Division
d:DPZ TownPlanningServAgreement 9-27-02(a) revised 12-17-021awcomts
30