HomeMy WebLinkAboutR-2007-074 Pierce Goodwin Alexander &Linville consulting Agreement RESOLUTION NO. 2007-074
A RESOLUTION OF THE CITY OF DANIA BEACH, FLORIDA
AUTHORIZING THE PROPER CITY OFFICIALS TO EXECUTE AN
AGREEMENT WITH PIERCE GOODWIN ALEXANDER & LINVILLE, INC.
(PGAL), A TEXAS CORPORATION AUTHORIZED TO DO BUSINESS IN
THE STATE OF FLORIDA, TO PROVIDE CONSULTING SERVICES TO
THE CITY IN CONNECTION WITH DEVELOPMENT OF A MASTER PLAN
TO ACCOMMODATE A COUNTY LIBRARY AND A PARKING
STRUCTURE DOWNTOWN, FOR AN AMOUNT NOT TO EXCEED
$151,500.00; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR
AN EFFECTIVE DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA
BEACH,FLORIDA:
Section 1. That that certain Agreement with Pierce Goodwin Alexander & Linville,
Inc. (PGAL), a Texas Corporation authorized to do business in the State of Florida, attached in
substantial form as Exhibit "A" is approved, in connection with master planning services to
accommodate a County library and parking structure downtown and the proper City officials are
authorized to execute such Agreement for an amount not to exceed $151,500.00.
Section 2. That the City Manager and City Attorney are authorized to make revisions
to such Agreement as are deemed necessary and proper for the best interests of the City.
Section 3. That the Director of Finance is authorized to transfer 50% of the cost from
the Contingency account to the appropriate account in the General Fund.
Section 4. That all resolutions or parts of resolutions in conflict with this Resolution
are repealed to the extent of such conflict.
Section 5. That this Resolution shall be in force and take effect immediately upon its
passage and adoption.
PASSED and ADOPTED on April 24, 2007.
BOB ANTON
MAYOR-COMMISSIONER
ATTEST:
LOUISE STILSON, CMC
CITY CLERK
APPROVED AS TO FORM AND CORRECTNESS:
r
BY:
THOMa J. MITSBkO
CITY ATTORNEY
2 RESOLUTION#2007-074
• AGREEMENT
THIS IS AN AGREEMENT (the "Agreement") entered into on M4 � 7 2007,
between: THE CITY OF DANIA BEACH, FLORIDA, a municipal corporation, (the "City") and
PIERCE GOODWIN ALEXANDER & LINVILLE, INC., a Texas corporation authorized to do
business in the State of Florida (the "Consultant').
In consideration of the mutual covenants,terms and conditions contained in this Agreement,
and other good and valuable consideration,the adequacy and receipt of which are acknowledged,the
parties agree as follows:
1. Scope of Services. The Consultant agrees to perform consultant services for the City
in accordance with the scope of services described in Exhibit "A", the schedule as described in
Exhibit`B"and the fees by task as described in Exhibit"C", a copy of each is attached and made a
part of this Agreement by this reference. The Parties acknowledge and agrees that services are to
commence or will commence on April 25, 2007 and that that date is the effective date and
commencement date of the services.
2. Subcontracts. Consultant may subcontract certain items of work. It is expressly
agreed by the parties,however,that the City shall approve in advance in writing any subcontractors
• and the fees to be paid them by Consultant prior to any such subcontractor proceeding with any such
work.
3. Payment for Services.
A. City agrees to pay Consultant for services provided by Consultant, as
described in Section 1, an agreed upon lump sum of One hundred forty-six thousand five hundred
dollars ($146,500.00) (the "Fee") which includes an amount not to exceed twenty-five thousand
dollars ($25,000.00) to prepare surveys of the City Hall and Fire Station/Nyberg-Swanson House
Sites. The Fee includes full payment, including all labor, overhead and other costs. No travel and
meal costs are reimbursable unless incurred outside of Miami-Dade, Broward and Palm Beach
Counties, approved in writing in advance by the City. Any such costs are payable at the City
reimbursement rate.
B. Any necessary additional work, as determined by City, which is not covered
by the scope of services described in the attached Exhibit "A", shall not be undertaken without
advanced written approval of the City Manager to that effect. City has allocated a sum of$5,000.00
which may be used to pay for such additional work.
C. Consultant shall submit its invoices in the format and with supporting
documentation as may be required by City.
•
D. City shall pay Consultant monthly for services rendered within thirty (30)
calendar days from date of approval of each of Consultant's invoices by the City Manager. If any
errors or omissions are discovered in any invoice, City will inform Consultant and request revised
copies of all such documents. If any disagreement arises as to payment of any portion of an invoice,
City agrees to pay all undisputed portions and the parties agree to cooperate by promptly conferring
to resolve the disputed portion.
E. Any invoice which is not timelypaid as prescribed above will be subject to the
accrual of interest at the statutory rate prescribed by applicable Florida law.
4. Indemnification
A. Consultant agrees to indemnify and hold harmless the City for all costs, losses
and expenses including,but not limited to,damages to persons or property including,but not limited
to,judgments and attorneys' fees arising out of the negligent acts, errors or omissions or the willful
misconduct of the Consultant, its agents, servants or employees in the performance of services under
this Agreement. If called upon by the City,the Consultant shall assume and defend not only itself,
but also the City,in connection with any suit or cause of action arising out of the foregoing,and such
defense shall be at no cost or expense whatsoever to the City. This indemnification does not extend
to acts of third parties who or which are wholly unrelated to Consultant. The covenants and
representations relating to this indemnification provision shall survive the term of this Agreement
and continue in full force and effect as to Consultant's responsibility to indemnify the City.
• B. City agrees to indemnify and hold harmless the Consultant for all costs, losses
and expenses including,but not limited to,damages to persons or property including,but not limited
to,judgments and attorneys' fees arising out of the negligent acts,errors or omissions or the willful
misconduct of the City, its agents, servants or employees, which may arise in connection with the
performance of services by the Consultant. This indemnification does not extend to acts of third
parties who or which are wholly unrelated to Consultant. The covenants and representations relating
to this indemnification provision shall survive the term of this Agreement and continue in full force
and effect as to City's responsibility to indemnify the Consultant.
C. It is specifically understood and agreed that the consideration inuring to the
Consultant for the execution of this Agreement consists of the promises,payments,covenants,rights
and responsibilities contained in this Agreement.
D. The execution of this Agreement by the Consultant shall obligate the
Consultant to comply with the foregoing indemnification provision; however, the collateral
obligation of providing insurance must be also complied with as set forth below.
5. Insurance. Consultant shall provide,pay for and maintain in force at all times during
the term of this Agreement, such insurance, including professional liability insurance, Workers'
compensation insurance and comprehensive general liability insurance as stated below:
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A. Professional liability insurance with minimum limits of liability of One
Million Dollars ($1,000,000.00) to assure the City of coverage of the
indemnification specified in this Agreement.
B. Workers' compensation insurance to apply for all employees in compliance
with the "Workers' Compensation Law" of the State of Florida and all
applicable federal laws, for the benefit of the Consultant's employees.
C. Comprehensive general liability insurance, including contractual, with
minimum limits of One Million Dollars ($1,000,000.00) per occurrence,
combined single limit for bodily injury liability and property damage liability.
The City is to be included as an "additional insured" with respect to any
claims arising out of this Agreement.
D. Automobile Liability with minimum limit of One Million Dollars
($1,000,000.00) combined single limit.
E. If Consultant hires a subcontractor for any portion of any work, then such
subcontractor shall provide general liability insurance with minimum limits
of liability of One Million Dollars ($1,000,000.00).
F. The Consultant shall provide the Risk Manager of the City Certificates of
Insurance for coverages and policies required by this Agreement. All
certificates shall state that the City shall be given thirty (30) days' advance
notice prior to expiration or cancellation of any policy. Such policies and
coverages shall not be affected by any other policy of insurance which the
City may carry in its own name.
6. Assignment of Agreement.
A. It is understood and agreed by both parties that this Agreement,in whole or in
part,cannot be assigned, sublet or transferred by the Consultant without the prior written consent of
City. The City is relying upon the apparent qualifications and expertise of Ian A. Nestler, one of
Consultant's principals, and such person's familiarity with the City's circumstances and desires. In
the event Consultant wishes to re-assign or replace such individual, the Consultant shall tender
substitutes acceptable to City. In the event the City is not,for any reason or no reason at all,satisfied
with such substitute, Consultant shall be considered in breach of this Agreement. Violation of the
terms of this paragraph shall constitute a breach of Agreement by Consultant and City may, at its
discretion, terminate this Agreement for cause and all rights,title and interest of Consultant in this
Agreement shall then cease and terminate.
B. The Consultant acknowledges, understands and agrees that its performance
under this Agreement is or may be contingent upon the City receiving timely services from other
consultants (the "Supporting Consultants"). The Consultant agrees to use its best efforts to
• coordinate its services with the services of the Supporting Consultants and further agrees that in the
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event the rendition of any services of any of the Supporting Consultants is delayed, such delay will
not entitle the Consultant to any additional compensation or payment of any kind. Furthermore,the
Consultant shall not be entitled to an increase in compensation,or be entitled to payment of any kind
from the City, for damages or expenses incurred which are direct,indirect or consequential or other
costs and lost profits of any kind including,but not limited to,costs of acceleration, inefficiency or
extended overhead, arising because of any other delay, disruption, interruption, interference or
hindrance from any cause whatsoever,whether such delay,disruption or interference be reasonable
or unreasonable,foreseeable or unforeseeable,or avoidable or unavoidable;provided,however,that
this provision shall not preclude recovery of damages by the Consultant for hindrances or delays
caused solely by fraud, bad faith or active malicious interference on the part of the City. The
Consultant shall only be entitled to extensions of time for performance as the exclusive and sole
remedy for delay.
7. Examination of Records. Consultant shall maintain books,records, documents and
other evidence directly pertinent to performance of work under this Agreement in accordance with
generally accepted accounting principles and practices. The Consultant shall also maintain the
financial information and data used by the Consultant in the preparation of support of any claim for
reimbursement for any out-of-pocket expense or cost. The City shall have access to such books,
records, documents and other evidence for inspection, audit and copying during normal business
hours. The Consultant will provide proper facilities for such access and inspection. Audits
conducted under this section shall observe generally accepted auditing standards and established
procedures and guidelines of the City. The Florida Public Records Act, Chapter 119 of the Florida
Statutes,may have application to records or documents pertaining to this Agreement and Consultant
acknowledges that such laws have possible application and agrees to comply with all such laws.
8. Termination.
A. Termination of Agreement for Convenience. It is expressly understood and
agreed that the City may terminate this Agreement at any time for any reason or no reason at all by
giving the Consultant notice by certified mail, return receipt requested, directed to the principal
office of the Consultant, thirty (30) days in advance of the termination date. In the event that the
Agreement is terminated pursuant to this provision, the Consultant shall be entitled to be
compensated for the services rendered from the effective date of execution of the Agreement up to
the date of receipt of Notice of termination. Such compensation shall be based on the percentage of
work completed, as fairly and reasonably determined by City after conferring with Consultant.
B. Termination of Agreement for Cause. If City elects to terminate the
Agreement for cause, City will provide Consultant five (5) days' advance written notice. if
Consultant promptly cures the matter giving rise to the cause within that time,this Agreement shall
continue. If not timely cured,the Agreement will stand terminated and the City will pay Consultant
for work completed less any costs, expenses and damages incurred by City as a result of such
termination. If a court of competent jurisdiction determines that the termination was not authorized
under the circumstances then the termination shall be deemed to be a termination for convenience.
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9. Ownership of Documents. All correspondence, studies, data, analyses, documents,
instruments, applications, memorandums and the like, including drawings and specifications
prepared or furnished by Consultant (and Consultant's independent professional subcontractors or
subconsultants)pursuant to this Agreement shall become owned by and be the property of the City
and the City shall consequently obtain ownership of them by any statutory common law and other
reserved rights, including copyright; however, such documents are not intended or represented by
Consultant to be suitable for reuse by City on extensions of the work or on any other work or project.
Any such reuse, modification or adaptation of such document without written verification or
permission by Consultant for the specific purpose intended will be at City's sole risk and without
liability or legal exposure to Consultant or to Consultant's independent professional subconsultants.
If City alters any such documents, City will expressly acknowledge same so that no third party will
be in doubt as to the creation or origination of any such document.
10. Notices. Except as provided above,whenever either party desires to give notice to the
other, it must be given by written notice, sent by certified U.S. mail, with return receipt requested,
addressed to the party for whom it is intended, at the place last specified and the place for giving of
notice in compliance with the provisions of this paragraph. For the present,the parties designate the
following as the respective persons and places for giving of notice:
City: Ivan Pato, City Manager
City of Dania Beach
100 West Dania Beach Boulevard
Dania Beach, Florida 33004
With a copy to: Thomas J. Ansbro, City Attorney
100 West Dania Beach Blvd.
Dania Beach,Florida 33004
Consultant: Ian A. Nestler,Principal
Pierce Goodwin Alexander& Linville, Inc.
791 Park of Commerce Blvd., Suite 400
Boca Raton, FL 33487
11. Consent to Jurisdiction. The parties agree that the jurisdiction for any legal action
arising out of or pertaining to this Agreement shall be the Circuit Court for the Seventeenth Judicial
Circuit in and for Broward County,Florida, or the federal District Court in the Southern District of
the United States. Each party further agrees that venue of any action to enforce this Agreement shall
be in Broward County,Florida.
12. Governing Law. The parties agree that this Agreement shall be construed in
accordance with and governed by the laws of the State of Florida.
13. Attorneys'Fees and Costs. If City or Consultant incurs any expense in enforcing the
terms of this Agreement, whether suit is brought or not, each party shall bear its own costs and
expenses including, but not limited to, court costs and reasonable attorneys' fees.
•
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. 14. Headings. Headings in this document are for convenience of reference only and are
not to be considered in any interpretation of this Agreement.
15. Exhibits. Each exhibit referred to in this Agreement forms an essential part of this
Agreement. Each such exhibit is a part of this Agreement and each is incorporated by this reference.
16. Severability. If any provision of this Agreement or the application of it to any person
or situation shall to any extent be held invalid or unenforceable, the remainder of this Agreement,
and the application of such provisions to persons or situations other than those as to which it shall
have been held invalid or unenforceable, shall not be affected, shall continue in full force and effect,
and shall be enforced to the fullest extent permitted by law.
17. All Prior Agreements Superseded. This document incorporates and includes all prior
negotiations, correspondence, conversations, agreements and understandings applicable to the
matters contained in this Agreement and the parties agree thatthere are no commitments,agreements
or understandings concerning the subject matter of this Agreement that are not contained in this
document. Accordingly, it is agreed that no deviation from the terms of this Agreement shall be
predicated upon any prior representations or agreements,whether oral or written.
18. Consultant and its employees and agents shall be and remain independent contractors
and not employees of City with respect to all of the acts and services performed by and under the
terms of this Agreement. This Agreement shall not in anyway be construed to create a partnership,
• association or any other kind of joint undertaking, enterprise or venture between the parties to this
Agreement.
19. The Consultant understands and agrees that the City, during any fiscal year, is not
authorized to expend money, incur any liability, or enter into any contract which, by its terms,
involves the expenditure of money in excess of the amounts budgeted as available for expenditure
during such fiscal year and that any contract,verbal or written,made in violation of this subsection is
null and void and that consequently, no money may be paid on such contract beyond such limits.
Nothing contained in this Agreement shall prevent the making of contracts for periods exceeding one
(1)year,but any contract so made shall be executory only for the value of the services to be rendered
or agreed to be paid for in succeeding fiscal years. Consultant shall not proceed with services under
this Agreement without City's written verification that the funds necessary for Consultant
compensation and other necessary expenditures are budgeted as available within the appropriate
fiscal year budget.
20. Consultant warrants and represents that no elected official,officer,agent or employee
of the City has a financial interest,directly or indirectly,in this Agreement or the compensation to be
paid under it and, further, that no City employee who acts in the City of Dania Beach as a
"purchasing agent"as defined in Chapter 112,Florida Statutes,nor any elected or appointed officer
of the City of Dania Beach,nor any spouse or child of such purchasing agent,employee or elected or
appointed officer, is a partner, officer, director or proprietor of the Consultant and, further,that no
such City employee,purchasing agent,City elected or appointed officer,or the spouse or child of any
of them, alone or in combination,has a material interest in the Consultant. Material interest means
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• direct or indirect ownership of more than five percent(5%)of the total assets or capital stock of the
Consultant.
21. Consultant shall comply with all federal, state and City laws applicable to the
Consultant services and specifically those covering Equal Opportunity Employment,the Americans
With Disabilities Act ("ADA") eligibility to perform services as specified in the Florida Public
Entity Crime law and the Florida Building Code. The Consultant is expected to fully comply with all
provisions of all laws and the City reserves the right to verify the Consultant's compliance with
them. Failure to comply with any laws will be grounds for termination of the Agreement for cause.
22. In the event of any conflict between any provisions of this Agreement and any
provision in any attached Exhibit, the parties agree that the provisions of this Agreement are
controlling (including, but not limited to, all terms and provisions governing compensation).
•
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• IN WITNESS OF THE FOREGOING,the parties have set their hands and seals the day and
year first above written.
CITY:
CITY OF DANIA BEACH,
a Florida Municipal Corporation
ATTEST:
LOUISE STILSON, CMC 11013 ANTON
CITY CLERK MAYOR
IVAN P TO: MANAGER
APPROVED FOR FORM APPROVED AS TO "SCOPE OF
AND CORREC SS: SERVICES"
THOMAS J.'ANSBRO LAURENCE LEEDS
CITY ATTORNEY COMMUNITY DEVELOPMENT DIRECTOR
•
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• CONSULTANT:
WITNESSES:
Pierce Goodwin Alexander&Linville, Inc.,a
Texas corporation authorized to do business in
the State of
Signature Signature
�`�/�(fE- (�✓ /F�/j'�JCZ Ian Nestler, AIA,Principal
Print Name
Sign re
Print Mifne
STATE OF FLORIDA
COUNTY OF
The foregoing instrument was acknowledged before me on 2007, by Ian
Nestler, AIA, as a principal of Pierce Goodwin Alexander & Linville, Inc., a Texas corporation
authorized to do business in the State of Florida, on behalf of the corporation. He is personally
known to me or produced as identification and did (did not) take an
oath.
NOTA Y PUBLIO, State of Florida
My commission expires:
� 5 �ICihi
"1@425454
(T'[ 20, 2009
Bonded Tt..........::.r,.....,;,,,..:.g
•
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EXHIBIT "A"
SCOPE OF SERVICES
PLANNING CONSULTANT SERVICES
1. Preparation of survey for City Hall Site and Fire Station/Nyberg-Swanson sites (20 signed
and sealed copies).
2. Preparation of Master Plan drawn to scale for the site showing the following minimum
information:
(a) Site dimensions;
(b) Location of existing and proposed buildings and structures;
(c) Location of off-street parking and loading facilities; including parking garages;
(d) Location and dimensions of streets;
(e) Location and size of vehicle and pedestrian access and circulation;
(f) Location of open space and landscape areas;
(g) Height and use of buildings and structures;
(h) Conceptual building elevations;
(i) Parking garage plan drawn with sufficient detail to determine compliance with the city
parking code, recommended or adopted CRA Land Development Regulations, and
generally accepted parking garage design standards. This includes, but is not limited to,
identifying horizontal and vertical dimensions for parking spaces,parking aisles,loading
spaces, and parking ramps;
(j) Setbacks showing the location of all existing and proposed structures
from lot lines, street lines, and from other structures or buildings;
(k) Complete set of plans (including site plan, data table, and building
elevations) on mounted color boards, 24" x 36" prints, and PDF format;
3. Master Site Plan prepared in accordance with the City's Community Redevelopment Plan
dated September 24, 2002;
4, Master Site Plan prepared in accordance with the City's Code of Ordinances, and other
• applicable laws and regulations, including proposed amendments to determine compliance
Page 10 of 13
• with them;
5. Master Site Plan shall include new elements;a minimum of 12,000 sq. ft. public library,and
parking garage of sufficient size to accommodate existing uses and new uses;
6. Conduct area studies as necessary;
7. Conduct two charettes with interested parties, neighborhood representatives, school and
library officials, and other invitees as designated by the City;
8. Consult with Broward County Library officials to ascertain their needs and objectives forthe
new library, and inspection of the existing library in the City;
9. Examination of City development patterns and trends in relation to parking
requirements;
10. Proposing locations and designs for signage, landscaping and buffering, access ways,
sidewalks, complete and appropriate standards for the maintenance, appearance, condition
and occupancy of property;
11. Consideration of standards governing utilities, infrastructure, traffic facilities and other
conditions that affect the property;
• 12. Meet with City Manager's Office, Community Development, Public Services and Fire-
Rescue to obtain staff comments and suggestions;
13. Up to three appearances and presentation of plans before the City Commission,acting as the
Community Redevelopment Agency Board, to address all of the above, and to otherwise
provide the requested consulting services;
14. Provide rough order of magnitude cost estimate for the approved Master Plan; and
15. Provide two eye-level rendering of proposed streetscape.
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Exhibit `B"
LIBRARY MASTER PLAN SCHEDULE
1) April 24, 2007: City Commission to approve ofPGAL agreement.
2) May 2007: Consultant to provide a menu of conceptual plan alternatives to city and library
staff for review. Staff submits recommendation of top three(non-ranked)plan alternatives to
CRA Board for review.
3) June 6, 2007: CRA Board to identify preferred Library Master Plan Option(s).
4) July.2007 (Date to be determined): Consultant to present the CRA Board preferred option(s)
at a community meeting. Notice will be provided to the Friends of the Library, library users
(if list available), neighborhood associations, and the Chamber of Commerce. The notice
will also be posted on a sign inside the existing library and the City Website.
5) August 1,2007: CRA Board selects a final alternative based on citizen,consultant, and staff
comments (Repeat public notice in #8).
6) AugustSeptember, 2007: Consultant prepares draft master plan and meets with city and
library staff before submission to the CRA Board.
7) October 3, 2007: Consultant presents Master Plan to CRA Board and City Commission for
approval (Repeat public notice in #8).
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Exhibit "C"
FEES BY TASK
Task Fee
I. Prepare Conceptual Master Plan* $ 45,000.00
2. Site Plan in Accordance with Dania CPA Plan included in Item 1
3. Site Plan in Accordance with Dania Ordinances included in Item 1
4. Program of Library and Garage $ 6,000.00
5. Area Studies included in Item 1
6. Two Community Staff Workshops (Charettes) $ 9,000.00
7. Broward Library Objectives and Existing $ 7.000.00
Investigation
8. Dania Development Patterns and Parking included in Item 1
• 9. Master Design Guidelines $ 15,000.00
10. Utility and Infrastructure Standards $ 8,000.00
11. City and Agency Meetings $ 5,000.00
12. Three City Commission/CRA Board Presentations $ 6,000.00
13. Construction Cost Estimate $ 8.500.00
14. Rendering (two street level perspectives) $ 9,000.00
15. City Hall and Nyberg/Swanson Survey** $ Not to exceed $25,000.00
16. Expenses*** $ 3,000.00 or actual cost
Total $ 146,500.00
*Includes alternative elevations for one streetscape view
**Includes 20 signed and sealed surveys and electronic format
. ***Includes 10 Master Plan bound color copies and electronic format
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