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HomeMy WebLinkAboutR-2009-052 Mellgren Planning Group Westside Study I RESOLUTION NO. 2009-052 A RESOLUTION OF THE CITY OF DANIA BEACH, FLORIDA AUTHORIZING THE PROPER CITY OFFICIALS TO EXECUTE AN AGREEMENT WITH THE MELLGREN PLANNING GROUP, INC. TO PROVIDE CONSULTING SERVICES TO THE CITY IN CONNECTION WITH THE PREPARATION OF THE GRIFFIN ROAD CORRIDOR STUDY (ALSO KNOWN AS THE "WESTSIDE MASTER PLAN"), FOR AN AMOUNT NOT TO EXCEED $137,284.00; PROVIDING FOR FUNDING; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. WHEREAS,on September 12, 2007,the City Commission agreed to allocate funding for the preparation of the Griffin Road Corridor Study in the amount of$100,000.00; and WHEREAS, funding for the Central Traffic Study in the amount of $200,000.00 was carried forward from Fiscal Year 2007 which will not be expensed; NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA: Section 1. That that certain Agreement with the Mellgren Planning Group, Inc. attached in substantial form as Exhibit "One", is approved, in connection with the preparation of the Griffin Road Corridor Study (also known as the "Westside Master Plan") and the proper City officials are authorized to execute such Agreement for an amount not to exceed $137,284.00. Section 2. That the City g City Manager and Ci Attorney are authorized to make minor revisions to such Agreement as are deemed necessary and proper for the best interests of the City. Section 3. That all Resolutions or parts of resolutions in conflict with this Resolution are repealed to the extent of such conflict. Section 4. That this Resolution shall be in force and take effect immediately upon its passage and adoption. PASSED and ADOPTED on April 14, 2009. ANNE CASTRO OQ��yAnD'S F/fir MAYOR-COMMISSIONER ATTEST: Get � � 3ua _ LOUISE STILSON, CMC CITY CLERK APPROVED A TO RM AND CORRECTNESS: T O AS S O CIT ATTO EY 2 RESOLUTION 02009-052 AGREEMENT THIS IS AN AGREEMENT (the "Agreement") entered into on April 14, 2009, between THE CITY OF DANIA BEACH, FLORIDA, a municipal corporation, (the "City") and MELLGREN PLANNING GROUP, INC., a Florida corporation (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 "One" (WESTSIDE MASTER PLAN DESCRIPTION OF WORK, TIMING AND COST), a copy of which is attached and made a part of this Agreement by this reference. The Parties acknowledge and agree that services are to commence or will commence upon written or electronic authorization to proceed provided to Consultant from the City's project manager, and that that date is the effective date and commencement date of the services. 2. Time to Complete. Consultant shall complete the work for City within ten (10) months of receiving authorization to proceed. 3. 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. 4. Payment for Services. A. City agrees to pay Consultant for services provided by Consultant, as described in Section 1,an agreed upon amount as shown in Exhibit "One". 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 "One", shall not be undertaken without a written amendment to this Agreement to that effect, executed in advance by both parties. 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. 1 E. Any invoice which is not timely paid as prescribed above will be subject to the accrual of interest at the statutory rate prescribed by applicable Florida law. 5. Indemnification of City. 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. 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. C. 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. 6. 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: 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. P 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. 2 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. All certificates (of insurance) must clearly identify the contract to which they pertain,including a brief description of the subject matter of the contract. 7. 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 Michelle Mellgren, President, 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 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. 8. 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 3 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. 9. 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. 10. 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. 4 11. 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: Robert Baldwin, 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 Boulevard Dania Beach, Florida 33004 Consultant: Michele C. Mellgren, President The Mellgren Planning Group, Inc. 6555 Nova Drive, Suite 305 Davie, FL 33319 12. 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. 13. Governing Law. The parties agree that this Agreement shall be construed in accordance with and governed by the laws of the State of Florida. 14. 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. 15. Headings. Headings in this document are for convenience of reference only and are not to be considered in any interpretation of this Agreement. 16. 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. 17. 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. 5 18. 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 that there 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. 19. 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 any way be construed to create a partnership, association or any other kind of joint undertaking, enterprise or venture between the parties to this Agreement. All agents, employees and subcontractors of the Consultant retained to perform services pursuant to this Agreement shall comply with all laws of the United States concerning work eligibility. 20. 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. 21. 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 direct or indirect ownership of more than five percent(5%) of the total assets or capital stock of the Consultant. 22. 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. 6 23. 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). 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 ANNE CASTRO CITY CLERK MAYOR ROBERT BALDWIN, CITY MANAGER APPROVED FOR FORM AND CORRECTNESS: THOMAS J. ANSBRO CITY ATTORNEY CONSULTANT: THE MELLGREN PLANNING GROUP, INC. WITNESSES: Signature Signature MICHELE MELLGREN, PRESIDENT Print Name Print Name/Title Signature Print Name 7 STATE OF FLORIDA COUNTY OF BROWARD The foregoing instrument was acknowledged before me on 2009, by Michele Mellgren, as President, of Mellgren Planning Group, Inc., a Florida corporation, on behalf of the corporation. She is personally known to me or has produced as identification and did (did not) take an oath. NOTARY PUBLIC, State of Florida My commission expires: 8 EXHIBIT "ONE" SCOPE OF SERVICES WESTSIDE MASTER PLAN DESCRIPTION OF WORK, TIMING AND COST Project Purpose The Westside Master Plan project will create redevelopment alternatives that will result in development patterns that are compatible with potential airport expansion while enhancing residential areas and establishing the opportunity for economic development. Project Boundaries The Westside Master Plan is comprised of the following three corridors with adjacent lands: • Griffin Road (including land on the north to the Dania Canal) east to I-95 and Stirling Road, with the Ravenswood Corridor as the connection • Griffin Road east of 1-95 to the CRA boundary, to include the community of Melaleuca Gardens on the north and the mobile home park on the south • SR 84 corridor Project Objectives Utilizing smart growth principles develop alternative land use and program approaches based on three different airport scenarios: -No change to airport -North runway expansion -South runway expansion Enhance business activity and opportunities along the corridors based on three airport alternatives Identify needed public facilities and amenities that will enhance the neighborhoods Recommend projects and programs to achieve project purpose Provide an economic impact analysis of changes in ad valorem revenues to the City based upon the three airport alternatives Project Deliverables Three (3) community meetings, including postage and notice Three (3)meetings with City Commission Redevelopment plan that meets the stated objectives One CD and ten bound copies of the plan Project Timing The Westside Master Plan shall be completed 10 months from notice to proceed by City. Project Cost Hourly, not to exceed $137,284.00 including postage and copies 9