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HomeMy WebLinkAboutAgreementForm VII(a) PROFESSIONAL SERVICES AGREEMENT This Agreement is entered into this H day of rn,grLh , 2003 by and between the City of Miami, a municipal corporation of the State of Florida ("City") and Duany Plater-Zyberk & Company, a Florida corporation ("Provider"). RECITALS: A. The City Planning & Zoning Department is in need of town planning and urban design services ("Services") for the development of a regulating plan for the Florida East Coast Railway ("FEC") Corridor. B. Provider possesses all necessary qualifications and expertise to perform the Services and is on the City's approved list of town planning and urban design firms. C. The City wishes to engage the services of Provider, and Provider wishes to perform the services for the City. D. The Commission of the City of Miami, by Resolution Nos. 02-19, adopted on January 10, 2002, and 03-159, adopted on February 13, 2003, authorized the City Manager to execute a contract with Provider under the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider and the City agree as follows: TERMS: 1. RECITALS: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 1 2. TERM: The term of this Agreement shall be for a period of one (1) year, commencing on the effective date hereof. 3. OPTION TO EXTEND: The City shall have two (2) options to extend the term hereof for a period of six (6) months each, subject to availability and appropriation of funds. City Commission approval shall not be required as long as the total extended term does not exceed two (2) years, or a period equal to the original term of this Agreement, whichever is longer. - 4. SCOPE OF SERVICE: A. Provider agrees to provide the Services as specifically described, and subject to the special terms and conditions set forth in Attachment "A" hereto, which by this reference is incorporated into and made a part of this Agreement. B. Provider represents and warrants to the City that: (i) it possesses all qualifications, licenses and expertise required for the performance of the Services; (ii) it is not delinquent in the payment of any sums due the City, including payment of permits fees, occupational licenses, etc., nor in the performance of any obligations to the City, (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, fully qualified and trained to perform the tasks assigned to each; and (iv) the Services will be performed in the manner described in Attachment "A". 5. COMPENSATION: A. The amount of compensation payable by the City to Provider shall be based on the rates and schedules described in Attachment "B" hereto, which by this reference is incorporated into this Agreement; provided, however, that in no event shall the amount of compensation exceed $250,000. 2 B. Unless otherwise specifically provided in Attachment "B", payment shall be made within forty five (45) days after receipt of Provider's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should City require one to be performed. If Provider is entitled to reimbursement of travel expenses [i.e. Attachment "B" includes travel expenses as a specific item of compensation], then all bills for travel expenses shall be submitted in accordance with Section 112.061,-Florida Statutes. 6. OWNERSHIP OF DOCUMENTS: Provider understands and agrees that any information, finished or unfinished documents, data, studies, surveys, maps, drawings, models, photographs, software, reports or any other material whatsoever which is given by the City to Provider or which is otherwise obtained or prepared by Provider pursuant to or under the terms of this Agreement is and shall at all times remain the property of the City. The foregoing shall not be construed to represent the City's ownership of Provider's copyrights. Provider agrees not to use any such information, document, report or material for any other purpose whatsoever without the written consent of City, which may be withheld or conditioned by the City in its sole discretion. Provider shall submit to City within fourteen (14) days of the receipt of written notice of termination or, as applicable, expiration of this Agreement all information, finished or unfinished documents, data, studies, surveys, maps, drawings, models, photographs, software, reports or any other material prepared or provided by Provider pursuant to or under the terms of this Agreement. If applicable, the City may withhold any payments then due to Provider until Provider complies with the terms of this section. 7. AUDIT AND INSPECTION RIGHTS: 3 A. The City may, at reasonable times, and for a period of up to three (3) years following the date of final payment by the City to Provider under this Agreement, audit , or cause to be audited, those books and records of Provider which are related to Provider's performance under this Agreement. Provider agrees to maintain ail such books and records at its principal place of business for a period of three (3) years after final payment is made under this Agreement. B. The City may, at reasonable times during the term hereof, inspect Provider's facilities and perform such tests, as the City deems reasonably necessary, to determine whether the goods or services required to be provided by Provider under this Agreement conform to the terms hereof, if applicable. Provider shall make available to the City all reasonable facilities and assistance to facilitate the performance of tests or inspections by City representatives. All tests and inspections shall be subject to, and made in accordance with, the provisions of Section 18- 100 of the Code of the City of Miami, Florida, as same may be amended or supplemented, from time to time. 8. AWARD OF AGREEMENT: Provider represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. 9. PUBLIC RECORDS: Provider understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. Provider's failure or refusal to 4 comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City. 10. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS: Provider understands that agreements between private entities and local governments are subject to certain laws and regulations, including laws pertaining to public records, conflict of interest, record keeping, etc. City and Provider agree to comply with and observe all applicable federal, state and local laws;'rules, regulations, codes and ordinances, as they may be amended from time to time. 11. INDEMNIFICATION: Provider 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, costs, judgments, costs, charges or expenses arising out of or in connection with the negligent acts, omissions, or default of Provider or any of its sub -consultants, officers, agents, employees, whether direct or indirect, provided, however, that Provider 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 employees. The indemnity provided herein is not limited by reason of any particular insurance coverage in this Agreement. 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. 12. DEFAULT: If Provider fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then Provider shall be in default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to Provider, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to Provider while Provider was in default shall be immediately returned to the City. 5 13. RESOLUTION OF CONTRACT DISPUTES: Provider understands and agrees that all disputes between Provider and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted to the City Manager for his/her resolution, prior to Provider being entitled to seek judicial relief in connection therewith. In the event that the amount of compensation hereunder exceeds $10,000, the City Manager's decision shall be approved or disapproved by the City Commission. Provider shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by the City Commission if the amount of compensation hereunder exceeds $10,000; or (ii) a period of sixty (60) days has expired, after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation (90 days if City Manager's decision is subject to City Commission approval); or (iii) City has waived compliance with the procedure set forth in this section by written instruments, signed by the City Manager. 14. CITY'S TERMINATION RIGHTS: A. The City shall have the right to terminate this Agreement, in its sole discretion, at any time, by giving written notice to Provider at least five (5) business days prior to the effective date of such termination. In such event, the City shall pay to Provider compensation for services rendered and expenses incurred prior to the effective date of termination. In no event shall the City be liable to Provider for any additional compensation, other than that provided herein, or for any consequential or incidental damages. B. The City shall have the right to terminate this Agreement, without notice or liability to Provider, upon the occurrence of an event of default hereunder. In such event, the City shall not be obligated to pay any amounts to Provider and Provider shall reimburse to the City all amounts received while Provider was in default under this Agreement. 6 15. INSURANCE: Provider shall, at all times during the term hereof, maintain such insurance coverage as may be required by the City. All such insurance, including renewals, shall be subject to the approval of the City for adequacy of protection and evidence of such coverage shall be furnished to the City on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled during the performance of the services under this contract without thirty (30) calendar days prior written notice to the City. Completed Certificates of Insurance shall be filed with the City prior to the performance of services hereunder, provided, however, that Provider shall at any time upon request file duplicate copies of the policies of such insurance with the City. If, in the judgment of the City, prevailing conditions warrant the provision by Provider of additional liability insurance coverage or coverage which is different in kind, the City reserves the right to require the provision by Provider of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should the Provider fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the City's written notice, this Contract shall be considered terminated on the date the required change in policy coverage would otherwise take effect. 16. NONDISCRIMINATION: Provider represents and warrants to the City that Provider does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Provider's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Provider further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 17. MINORITY AND WOMEN BUSINESS AFFAIRS AND PROCUREMENT PROGRAM: The City has established a Minority and Women Business Affairs and Procurement Program (the "M/WBE Program") designed to increase the volume of City procurement and contracts with Blacks, Hispanic and Women -owned business. The M/WBE Program is found in Ordinance No. 10062, a copy of which has been delivered to, and receipt of which is hereby acknowledged by, Provider. Provider understands and agrees that the City shall have the right to terminate and cancel this Agreement, without notice or penalty to the City, and to eliminate Provider from consideration and participation in future City contracts if Provider, in the preparation and/or submission of the Proposal, submitted false of misleading information as to its status as Black, Hispanic and/or Women owned business and/or the quality and/or type of minority or women owned business participation. 18. ASSIGNMENT: This Agreement shall not be assigned by Provider, in whole or in part, without the prior written consent of the City's, which may be withheld or conditioned, in the City's sole discretion. 19. NOTICES: All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. 8 TO PROVIDER: TO THE CITY: Duany Plater-Zyberk & Company 1023 SW 25 Avenue Miami, FL 33135 City of Miami Planning & Zoning Dept. 444 SW 2 Avenue, 3rd Floor Miami, FL 33130 20. MISCELLANEOUS PROVISIONS: A. This Agreement shall be construed and enforced according to the laws of the State of Florida. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. 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, 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 or limitation of its use. E. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by properly authorized representatives of the parties hereto. 9 21. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 22. INDEPENDENT CONTRACTOR: Provider has been procured and is being engaged to provide services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, Provider shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded - cl-assified or unclassified employees. Provider further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Provider, and agrees to provide workers' compensation insurance for any employee or agent of Provider rendering services to the City under this Agreement. 23. CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. 24. ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. 25. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. 10 26. SPECIAL INSURANCE AND INDEMNIFICATION RIDER: Please initial if applicable: IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: a A. Thompson, City Clerk ATTEST: Print o Title: o�►/Pl.�slLFt_ APPROVED A CORREC ' dro Vilare to 7rney 1A)._ — v3 DOO ORM AND "City" CITY OF MIAMIfa municipal corpor on of the tate of Florida a, City Manager "Provider" Duany Plater-Zyberk & Company, a Florida corporation By: Print Title: P'-sid APPROVED AS TO INSURANCE REQUIREMENTS: Diane Ericson sk Management Administrator Form VII(a)-(Nu Formal process/No Program/Comm. Approval/Corporate) 11 ATTACHMENT A FEC Corridor Regulating Plan Scope of Services PROCESS The master plan and regulating plan will be prepared using the charrette process. Elizabeth Plater-Zyberk will lead the charrette. Project Evaluation and Analysis Provider will evaluate the site information provided by the City. Provider will assemble and prepare a design team with input from the City appropriate to execute the agreed upon work product and services proposed. Design Workshop Provider will advise the City in preparing for the charrette. The charrette will take place in the FEC area. Follow-up will occur in the offices of Provider. Provider will coordinate the master plan and regulating plan for the area with the FEC Corridor Strategic Redevelopment Plan dated May 2002, completed for the City by Zyscovich and FIU. Provider will use the neighborhoods, delineated by the Zyscovich and FIU plan, as starting points. A first draft copy of the Documents will be provided to the City for review. In conjunction with this work, Provider will conduct up to three presentations following the submittal of the documents, if so requested by the City. Design Completion Provider will deliver to the City a draft version of the Documents within 90 days of the last day of the charrette for review and comment. Provider will incorporate the suggested changes to the documents as mutually agreed upon. Should the City request more than two full rounds of revisions to the documents Provider will do so under additional services at our standard hourly rate. DOCUMENTS The following is a list of documents to be produced. Items marked with an asterisk (*) are produced in their final form at the charrette and will require additional fees to change. Master Plan for the FEC Corridor, rendered in color, showing the location and platting of all private property, public tracts and surface infrastructure, as well as the schematic design of parks and other neighborhood amenities and phases of development. Perspective Drawings* (minimum of 4), rendered in color, showing typical streets, squares, parks, and other locations. 12 Detailed Plans, (maximum of 2), rendered in color, showing the ideal build -out of key portions of the neighborhoods. A series of Diagrams in black and white that may include: -A diagram of the regional structure and/or existing conditions. -A diagram of the concept of neighborhood planning. -A diagram of public buildings and spaces. -A diagram of the private lots. -A diagram of the open space network. -A diagram of the vehicular network (circulation and parking) Regulating Plan keyed to the Urban Regulations and the Street Sections for the entire FEC area as outlinedbythe Zyscovich and FIU Plan of May 2002. Urban Regulations specifying each building type in terms of use, setbacks, heights, ancillary elements, and location of parking. Thoroughfare Standards specifying the various street designs within the public right-of-ways shown in the Regulating Plan. MATERIAL & INFORMTION REQUIRED FROM CITY The following information needs to be received at least two weeks prior to the charrette. Area Survey map showing all of the following: the study area, buffers, easements, existing zoning, building setback agreements, historic sites, existing buildings and other structures. Utilities map illustrating locations of existing utilities and utility easements. The following information shall be sent as paper documents: Aerial Photograph at 1"=200' of the site and its surroundings Codes & Regulations of applicable zoning and building regulations. These regulations should include criteria for water, sewer, drainage, erosion control, traffic and street design, lot sizes, etc. SCHEDULE A charrette requires three to four weeks of preparation before it begins. Provider's charrette coordinator will work with the City to determine the list of participants, the type of invitations necessary, the level of publicity that is appropriate, the location of the charrette studio, and the logistics of travel, accommodations and meals for the team. The charrette is scheduled for March 19-28. These dates are inclusive of all setup and travel for out of town consultants. A detailed charrette schedule will be provided once confirmation of the charrette occurs. In order to reserve these dates, contract must be executed and retainer received by Provider by February 28'h. I3 ATTACHMENT B FEC Corridor Regulating Plan Compensation FEE To complete a charrette with the scope of services as described in Attachment A, a total fee of $250,000 (U.S. Dollars) is to be paid as follows: $70,000 as a non-refundable retainer to initiate preparation for the charrette, due upon signing of the Agreement. $75,000 for the charrette, due on the final day of the charrette. $70,000 for the completion of the first draft of the Documents due upon delivery of the first draft of the Documents. $20,000 for design completion, due upon submission of the final Documents. $15,000 for reimbursable expenses which includes the costs of transportation, accommodations, meals, long-distance communications, postage, delivery, and reproductions. 14 MINUTES OF RESOLUTIONS ADOPTED BY DUANY PLATER-ZYBERK & COMPANY, INC. The undersigned, as the Secretary of Duany Plater-Zyberk & Company, Inc., a Florida corporation (the "Company"), hereby certifies to the adoption and ratification of the following actions by the Board of Directors of the Company: RESOLVED, that the Company has approved an agreement for Professional Services ("FEC Corridor Regulating Plan Agreement") with the City of Miami, Florida, in connection with consulting or planning services to be provided by the Company in respect of the FEC Corridor Regulating Plan, as ='provided in the FEC Corridor Regulating Plan Agreement; and RESOLVED, that the Company enter into the FEC Corridor Regulating Plan Agreement in such form as shall be approved by the President or Vice President of the Company, with the execution thereof by Andres Duany, Elizabeth Plater-Zyberk, to be conclusive evidence of such approval; and RESOLVED, that the proper officers of the Company are authorized and directed to perform all acts and execute and deliver all documents necessary or appropriate to consummate the transactions contemplated by the FEC Corridor Regulating Plan Agreement, all in such form as they shall approve, their execution thereof to constitute conclusive evidence of such approval. Dated: March 4, 2003 By: w) Name: Elizabeth Plater-Zyberk Title: Director and Secretary