HomeMy WebLinkAboutAmendment;U J6
AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
[Town Planning/Urban Design Services]
This Amendment ("Amendment") is entered into this Hd day
ofy, 2005, but effective as of the llth day of April 2005
(the "Effective Date"), and hereby incorporates and amends the
original Professional Services Agreement, dated as of February
4, 2003 (the "Original Agreement"), by and between The CITY of
Miami, a Municipal Corporation of the State of Florida, (the
"CITY"), and Duany Plater-Zyberk & Company, Inc., a Florida
corporation ("DPZ Inc.")and Duany Plater-Zyberk & Company, LLC,
a Florida limited liability company ("DPZ LLC"), (DPZ Inc. and
DPZ LLC being collectively referred to as the "PRINCIPAL")as
follows:
WITNESSETH:
WHEREAS, the CITY previously 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 (the "City
Commission"), by Resolution No.02-19 adopted on January 10, 2002
(the "Original Resolution"), approved the selection through a
competitive process of four (4) firms to provide Town
Planning/Urban Design services (collectively, the "Services")
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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, PRINCIPAL is one of the firms selected to provide
Town Planning/Urban Design services and the PRINCIPAL and the
CITY executed the Original Agreement to set forth the terms and
conditions of the engagement; and
WHEREAS, it has become necessary for the CITY to continue
the previously scheduled Projects that require professional Town
Planning/Urban Design Services into the 2005 fiscal year with
foreseeable needs for such Services for future fiscal years,
subject to contingencies and budgetary approvals; and
WHEREAS, pursuant to Resolution 04-0348, adopted May 25,
2004 (the "Amending Resolution"), the City Commission amended
the Original Resolution regarding the Projects such that the
scope of Services under the Original Agreement with Principal
would be amended to include the project entitled "Miami Master
Plan" (hereinafter referred to as "Miami 21") and to increase
the total amount for the Services and expenses for Miami 21 in
an amount not to exceed $1.7 million to be incurred by the City
from Capital Improvements Program Project No 311047 entitled
"Efficiency Improvement Studies" with an amount not to exceed
$1.2 available to be used in Fiscal Year 2004, and appropriating
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an amount not to exceed $500,000, in the Fiscal Year 2005
budget; and
WHEREAS, DPZ Inc. has informed the City of its intent to
reconstitute itself as a Florida limited liability company, by
statutory merger, originally to have been effective in. March
2005, and to this end, the owners of DPZ Inc. have organized DPZ
LLC but have deferred completing the intended merger until
January 2006; and
WHEREAS, DPZ LLC has joined in this Agreement with DPZ Inc.
so as to more fully evidence its obligations as Principal
hereunder upon consummation of the intended merger; and
WHEREAS, Principal will provide notice to the City upon
consummation of the intended merger in the manner prescribed
under Florida law, whereupon the Principal hereunder will be DPZ
LLC only, as the surviving entity; and
WHEREAS, the same persons who own the stock of DPZ Inc.
also own the membership interests of DPZ LLC, as confirmed in an
Incumbency Certificate and Minutes of Resolutions provided to
the City by each of DPZ Inc. and DPZ LLC; and
WHEREAS, Principal (as a corporation and/or a limited
liability company) is not a governmental entity, and pursuant to
the Original Resolution, the Amending Resolution, the Original
Agreement and any amendments thereto, Principal has been acting
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and would continue to act solely as an outside, independent
consultant to the City for such Services; and
WHEREAS, the City has not and cannot delegate to Principal
any governmental authority regarding the Services, and Principal
shall not have control over and shall not be responsible for the
governmental enactment of zoning or other legislation or
amendment to existing legislation as may be considered or
approved by the City; and
WHEREAS, the Amending Resolution authorized the City
Manager to execute an amendment to the Original Agreement with
Principal to accomplish the foregoing, and the CITY and the
Principal wish to enter into the terms and conditions of this
Amendment as follow:
NOW, THEREFORE, in consideration of the mutual covenants
set forth herein, the CITY and the PRINCIPAL agree as follows:
TERMS:
1. Recitals and Original Agreement. The foregoing recitals and
all statements contained therein are hereby incorporated into
and made a part of this Amendment. All terms and conditions of
the Original Agreement are incorporated herein and remain in
full force and effect except as otherwise specifically amended
by this Amendment.
2. Term. The last sentence of Section 2 of the Original
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Agreement regarding the right to extend the Term thereof is
hereby amended to read as follows:
The CITY has the right at any time before the Expiration
Date to extend the term hereof for an additional period of
one three (3) years subject to the approval in writing of
the CITY Manager.
All of the other language, terms and conditions of Section 2 of
the Original Agreement shall remain the same.
3. Scope of Work. The first sentence of Section 6 of the
Original Agreement regarding the Scope of Work is hereby amended
to read as follows:
Scope of Work consists of complete professional town
planning/urban design services for any or all of the oix
(6) five (5) Phases described in Sections A through F E
below.
Section 6 of the Original Agreement shall be further amended to
add a new Phase V and Subsection E as follows:
E. Phase V -Miami 21 Project: Attached hereto as Exhibit
A and incorporated herein by reference is the Scope of
Services for the Miami 21 Project, including the
budget and schedules for such Project.
All of the other language, terms and conditions of Section 6 of
the Original Agreement shall remain the same.
4. Compensation. The third and fourth sentences of Section 10
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of the Original Agreement regarding Compensation are hereby
amended to read as follows:
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 Two Million, Three Hundred Thousand Dollars and
No Cents ($2,300,000), being the total sum of the original
$600,000 authorized by the Original Resolution and the
increase in an amount not to exceed $1.7 million
authorized by the Amending Resolution. The sum of $600,000
Two Million, Three Hundred Thousand Dollars and No Cents
($2,300,000) shall be a guaranteed maximum for all work
performed under this Agreement, as amended from time to
time. The City shall not be liable for any cost, fee,
reimbursement expense or other liability beyond the stated
guaranteed maximum amount of Two Million, Three Hundred
Thousand Dollars and No Cents ($2,300,000).
The sixth sentence of Section 10 of the Original Agreement
regarding Compensation is hereby amended to read as follows:
The guaranteed maximum of $600,000 Two Million, Three
Hundred Thousand Dollars and No Cents ($2,300,000) will be
the upper limit of liability to the CITY for all fees of
the PRINCIPAL, its Sub -consultants, agents, or
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representatives, and inclusive of costs, reimbursable
expenses and any other expenditure relating to Principal's
performance of the work.
All of the other language, terms and conditions of Section 10 of
the Original Agreement shall remain the same.
5. Exercise of Option to Extend Term of Original Agreement.
Subject to the Contingency Clause, Extension of Expiration Date,
Termination and Suspension provisions of the Original Agreement,
the CITY hereby exercises its one (1) option to extend the Term
of the Original Agreement by three (3) years so that the
original Term ends on February 3, 2006, the final term begins on
February 4, 2006 and the final Term ends on February 3, 2009 as
the final Expiration Date of this Agreement. Any further
extension of the Original Agreement beyond February 3, 2009
shall require approval by the City Commission.
IN WITNESS WHEREOF, the parties hereto have, through
their proper corporate officials, executed this Amendment to
the Original Agreement, the day and year first above set
forth, intending this Agreement to become effective as of the
Effective Date set forth above.
ATTEST/SEA
By:
Name:
Title:
Date:
««..t
LOPEZ
Comm.00040
Eames 311112009
L h d Bondedthrs(800p432.4254
Florida Notary Assn., Inc•
Duany Plater-Zyberk &
Company, a Florida. limited
liability company
By: `��P
Eliza Plater -
r P e -Z
a
President
President
Date: 1,74 05
7
ATTEST
K-0500006
ATTEST/SEAL:
Name:
Corporat re• �:
Date:
e y, &mad �"" s00Nu
i I,M Florida Notes Ana..
SEAL:
.. LOP LOPEZ
rod pp0400226
Priscilla A. Tho
City. Clerk
Date:
pson
PPROVED AS TO CONTENT:
Ana Gela ert-S hez, Director
Department of Planning
Date:e19 /t4-e."
APPROVED AS TO FORM AND
CORRECTNE
J�Fernandez
Cit t orney
Date: bk 11'f'E,`'
Duany Plater-Zyberk
Company, a Florida
corps •-= tion
By:
Eliza.eth
President
Date: 1-44 ►0,
ater-Zybe
CITY OF MIAMI, a munici
corpo tion o the Sta
Flori
By:
Arrio a
y Manager
e:
APPROVED AS TO INSURANCE
REQUIREMENTS:
Dania F. Carrillo
Risk Management Administrator
Date:
Exhibit A - Scope of Services for Miami 21 Project including
Budget and Schedules
Exhibit B - Respective Corporate and LLC Resolutions authorizing
Duany Plater-Zyberk & Company, Inc. and Duany
Plater-Zyberk & Company, LLC to enter into
Amendment and documentation regarding change of
status from corporation to limited liability
company
Exhibit C - Update Insurance Certificates for Duany Plater-
Zyberk & Company, Inc. and Duany Plater &
Company, LLC
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EXHIBIT A
SCOPE OF SERVICES FOR MIAMI 21 PROJECT
INCLUDING
BUDGET AND SCHEDULES