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Res. No. 025-04-11804
RESOLUTION NO.25-04-11804 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI,FLORIDA,AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT WITH KIMBLY-HORN AND ASSOCIATES,INC.TO PERFORM AN INVENTORY/STUDY OF EXISTING PARKING WITHIN THE CITY'S BUSINESS DISTRICT,FOR A LUMP SUM FEE NOT TO EXCEED $17,650.00;AND PROVIDING AN EFFECTIVE DATE. WHEREAS,thefirstlogicalstepinaddressingtheparkingneedswithinthe City's business districtisthequantification of existingavailableparkingandtheassessmentofparkingconditions;and WHEREAS,sucha study and assessment hasnotbeen performed in over a decade;and WHEREAS,theCityofSouth Miami hasan existing contractfor related serviceswith Kim ley- HornandAssociates,Inc.whichcanbeextendedtocoverthescope of servicesrequiredtoaccomplish theneededinventory/studywithoutthenecessityofgoingthroughaseparatebidprocess;and WHEREAS,thecost of thesurvey/studywillbealumpsum of $17.650.00.andthemoneyfor thestudyis available under the Peoples Transportation TaxFund.Professional Services Account #124- 1730-541-3100. NOW,THEREFORE,BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI: Section ThattheCity Manager is authorized to enter intoan agreement withKimley- Hornand Associates.Inc.to perform the existing parking survey/study andto expend thefunds necessary toaccomplishsaidstudy,nottoexceed $17,650.00,fromPeoples Transportation Taxfund.Professional Services Account #124-1730-541-3100. Section 2.Thatthis resolution shalltake effect immediately upon execution. PASSED AND ADOPTED this II day of ^fccb^,2004. ATTEST: CITY CLERK READ AND APPROVED AS TO FORM: r &^&/L CITY ATTORNEY APPROVED: •Commission Vote:4_1 Mayor Russell:Yea Vice Mayor Palmer:Yea Commissioner Wiscombe:Yea Commissioner Birts-Cooper:Yea Commissioner Sherar:Nay . South Miami BJuESSa AU-AmericaCfty CITY OF SOUTH MIAMI HI 11 f OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM To:Honorable Mayor,ViceMayor Date:February 17,2004 andCity Commission 6From:MariaV.Davis j/f tfr J ^g j,^Subject:AgendaItem # City Manager 2/17/04 2001 REQUEST A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI,FLORIDA,AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT WITH KIMBLY-HORN AND ASSOCIATES,INC.TOPERFORMANINVENTORY/STUDYOFEXISTING PARKING WITHIN THE CITY'S BUSINESS DISTRICT,FOR A LUMP SUM FEE NOT TO EXCEED $17,650.00;AND PROVIDING AN EFFECTIVE DATE. BACKGROUND AND ANALYSIS An in-depth study of the current parking inventory and related area in the City's downtown area is both necessary and overdue.Such a thorough study will enable the administration to recommend thebest solutions forour on-going parking problems,basedonhard fact,figures and logical intelligence.This study will also enable the Commission to make sound decisions on proposed solutions based on the same hard information and not on representations by special interests or uninformed opinions. We have an existing contract with Kimbly-Horn that is being carried out satisfactorily.Their proposal for the added scope of work involved in the parking study is comprehensive and their proposed fee within reason.The current amount in the Peoples Transportation Tax Fund, Professional Services Account (from which weare recommending paying forthis study)is $60,000. RECOMMENDATION Yourapprovalis recommended. 01/27/04 TUE 14:55 FAX 19547392247 KIMLEY HORN iJ002 can Kimley-Horn and Associates,Inc. January 27,2004 Mr.Michael Sprovero SKXlimaw. CityOfSouthMiami R.Lauderdala,Roiida Executive Director,Community Development 33309 6130 Sunset Drive South Miami,FL 33143-5093 Re:South Miami Downtown Parking Study DearMr.Sprovero: Kimley-Hornand Associates,Inc.("KHA")is pleased tosubmitthisletter agreement ("Agreement")totheCity of SouthMiami (ftthe Client*')for transportation planning services related to analyzing parking supply anddemand in Downtown SouthMiami.An inventory of DowntownSouth Miami's parking supplyand demand hasnotbeen quantified inovera decade.The purpose of this studyisto assess theneedfor constructing a parking garage inDowntownSouth Miami based onan updated evaluation of existing parking conditions. Wehave developed a scope of services based onour understanding of yourneeds for parking analysis services within thestudy area.For the purposes ofthis assignment,the study area is bound byU.S.1 on the north and west,SW 57* Avenue (Red Road)on the east,and SW 74*Street on the south.Our proposed scope of services,schedule,andfee are as follows: SCOPE OF SERVICES Task I -Quantification of Existing Parking Supply The first step in preparing the evaluation of parking needs isthe quantification of existing parking conditions.KHA will prepare a parking inventory to identify the location and quantity of existing parking within the business district.The existing parking includes public on-street and off-street facilities and private off- street facilities. Wewill prepare a base map showing the location and number of existing parking spaceswithinthestudy area. Task II -Collection of Existing Land Use Data Parking generation rates are typically based on existing land use.Therefore, KHAwill research existing available data sources toquantifytheexisting land use types • TEL 954 739 2233 FAX 954 739 2247 01/27/04 TUE 14:55 FAX 19547392247 KIMLEY HORN @003 CB KimleV-Hom ^r*I^ce sPfOVcro'Jan«aiy 27,2004,Page 2 and Associates,Inc. and intensities withinthestudy area.Thislanduse data willbe assembled ina database. Task III -Parking Demand Estimation Basedonexistinglanduse data collected during Task IL the demand for parking withinthe parking study area willbe estimated.Parking generation rates from theInstitute ofTransportation Engineers (TTE)andtheUrbanLand Institute (ULI)will be researched to determine applicability withintheparkingstudy area. Oneofthese nationally accepted methods willbeutilizedto estimate parking demand withinthestudy area.The demand for parking willbe compared tothe existing parking supply determined inTaskI.The existing parking supply will alsobe compared tothe existing CityofSouthMiami Municipal Code requirements for parking based onthe land uses within thestudy area. Task IV -Parking Utilization Estimation KHAwillconductafieldreviewofexisting parking withintheparkingstudy area.Thepurpose of thefieldreviewistoquantifyexistingparkingusage patterns and compare the parking usage tothe parking demand estimation performed inTask HI.A parking count willbe conducted including public on- streetandoff-street facilities and private off-street facilities.KHAwillconduct parking counts for a maximum of four (4)hours during peak parking periods. KHAwillworkwithCitystaffto determine thepeak periods of parking demand within Downtown SouthMiami.Basedonourunderstanding of theexisting activityintheCity,weexpect those hours may include a mid-day peakperiod and aneveningpeak period.Based ontheexisting parking usage observations, key parking patterns willbe identified including specific areas with parking demand surpluses andor parking demand deficits. Task V -Meetings and Presentations One(1)meetingwillbeheldwithCitystaffto provide an update onthestudy's progress and review preliminary findings and recommendations. One (1)presentation will be made to the City Commission atthe conclusion of thestudyto present the findings andrecommendations. Task VI-Report A report will be prepared summarizing the data collection,data analysis,and findings of the South Miami Downtown Parking Study.Five (5)copies ofthe draft report willbe provided toCitystaff for review andcomments.Comments willbe addressed and incorporated into a final report.Ten (10)bound copies of the final report and one (1)unbound set of originals will be provided. Task VII -Additional Services 01/27/04 TUE 14:55 FAX 19547392247 KIMLEY HORN @004 can Kimlsy-Hom Ml-Mike Sprovero.January 27,2004,Page 3 and Associates,Inc. Wewill provide,asrequestedand authorized byyou,additionalservicesthat require analyses beyond those described inTasksIthroughVI.These additional servicesmayinclude,butnotbelimitedto: Attendanceatadditionalmeetingsandpublichearings. Additionalparkingdatacollection. Traffic engineering analysis. Sitelocationanddesignservices. Parkingfacilitydesign. Structuralengineering. Permittingandregulatoryassistance. Forensic(expertwitness)services. Site/Civil Engineering. Landscape Architecture services. Construction phaseservices. SCHEDULE Wewill provide our services expeditiously as practical tomeeta mutually agreed upon schedule.We anticipate thatthe project canbe completed in approximately three(3)to four (4)weeks after authorization and notice to proceed. FEE AND BILLING KHA will perform the services described in Tasks I through VIofthe Scope of Services fora lump sumfeeof $17,650.00. KHA will perform the additional services described in Task VIIofthe Scope of Services,when authorized byyouona labor feeplus expense basis.Labor fees willbe billed based upon hourly rates in effect atthetime the services are provided.Direct reimbursable expenses such as express mail,fees,air travel, out-of-town mileage,and other direct expenses will be billed at 1.15 times cost. An amount equal to 5.85%of the labor fee will be added to each invoice to cover certain other expenses such as in-house duplicating,local mileage,telephone calls,facsimiles,postage,and word processing computer time.Administrative time related tothe project may be billed hourly.Technical useof computers for design,analysis,and graphics,etc,will be billed at $25.00 perhour.All permitting,application,and similar project fees will be paid directly bythe Client Feeswillbe invoiced monthly basedupon the percentage of services completed asofthe invoice date for lump sum services,or based onthe amount of services performed and expenses incurred through the invoice date for labor fee plus expense tasks.Payment will be due within 25 days of the date of invoice. 01/27/04 THE 14:56 FAX 19547392247 KIMLEY HORN 0005 can Kimley-Horn Mr-MB*Sprovero,Januaiy 27,2004,Page 4 and Associates,Inc. CLOSURE Inadditiontothematterssetforthherein,ourAgreementshallinclude,andbe subjecttoour currently existing contract.Theterm"theConsultant"shallrefer toKimley-Hornand Associates,Inc.,andtheterm"theClient"shallrefertothe City of South Miami. Ifyouconcurinallthe foregoing andwishtodirectusto proceed withthe services,pleased have authorized persons execute this Agreement inthe spaces provided below and return the letter to us.Fees and times stated inthis Agreement are valid for sixty (60)days after the date of this letter. Weareexcitedabout working withyouandtheteamonthisproject.Pleasecall GregKyleifyouhaveany questions. Verytrulyyours, KIMLEY-HORN AND ASSOCIATES,INC. GaryR.Ratay,P.E.Gregory S.Kyle,AICP Associate ProjectManager Attachments:Standard Provisions Agreed tothisdayof ,2004. City of South Miami By:^— Title: Witness:__^_-___—_ Q:\RobaUDn\ioaaBttntdpwfcblS-iloe 01/27/04 TUE 14:56 FAX 19547392247 KIMLEY HORN ©006 KIMLEY-HORN AND ASSOCIATES,INC. STANDARD PROVISIONS (1)Consultant'sScopeof Services The Consultant's undertaking toperform professional servicesextendsonlytothe services specifically described inthisAgreement However,if requested bytheClientand agreed tobythe Consultant,the Consultant will perform additional services ("Additional Services")hereunder. (2)Client's Responsibilities In addition toother responsibilities described herein or imposed by law,the Client shall: (a)Designate in writing a person toactasits representative with respect tothis Agreement,such person having complete authority to transmit instructions,receive information,and make or interpret the Client's decisions. (b)Provide all information and criteria astothe Client's requirements,objectives,and expectations forthe project including all numerical criteriathataretobemetandall standards ofdevelopment,design,orconstruction. (c)Provide tothe Consultant all previous studies,plans,or other documents pertaining tothe project and all new data reasonably necessary inthe Consultant's opinion,such as site survey and engineering data,environmental impact assessments or statements,zoningor other landuse regulations,etc.,uponall of whichthe Consultant mayrely. (d)Arrange for access tothe site and other private or public property as required for the Consultant tq provide its services. (e)Review all documents or oral reports presented bythe Consultant and render in writing decisions pertaining thereto withina reasonable timesoasnottodelaytheservices ofthe Consultant. (f)Furnish approvals and permits from governmental authorities having jurisdiction over the project and approvals and consents from other parties as may be necessary for completion oftheConsultant's services. (g)Cause tobe provided such independent accounting,legal,insurance,cost estimating and overall feasibility services as the Client may require orthe Consultant may reasonably request. (h)Give prompt written notice to the Consultant whenever the Client becomes aware of any development that affects the scope and timing of the Consultant's services orany defect or noncompliance in any aspect of the project (i)Bear all costs incident tothe responsibilities oftheClient (3)Period of Services Unless otherwise stated herein,the Consultant will begin work timely after receipt of an executed copy of this Agreement and will complete the services in a reasonable time.This Agreement is made in anticipation of conditions permitting continuous and orderly progress through completion of the services.Times for performance shall be extended as necessary for delays or suspensions due to circumstances that the Consultant docs not control.If such delay or suspension extends for more than six months (cumulatively),the rates of compensation provided for in this Agreement shall be renegotiated. (4)Compensation for Additional Services Unless otherwise agreed to in writing,the Client shall pay the Consultant for the perfonnance of any Additional Services an amount based upon the Consultant's current hourly rates plus an amount to cover certain direct expenses including in-house duplicating,local mileage,telephone calls,postage,and word processing. Other direct expenses will be billed at 1.15 times cost Technical use of computers for design,analysis,and graphics,etc., willbebilledat$25.00perhour. (5)Method ofPayment Compensation shall be paid to the Consultant in accordance with the following provisions: (a)Invoices will be submitted by the Consultant to the Client periodically for services performed and expenses incurred. Payment of each invoice will be due within 25 days of receipt The Client shall also pay to the Consultant all taxes,if any, whether state,local,or federal,levied with respect to amounts paid hereunder,including but not limited to sales tax.The Consultant shall be compensated in U.S.dollars.Interest will be added to accounts not paid within 25 days at the maximum rate allowed by law.Ifthe Client fails to make any payment due the Consultant under this or any other agreement within 30 days after the Consultant's transmittal ofits invoice,the Consultant may,after giving notice to the Client,suspend services under this Agreement until all amounts due are paid in mil. (b)Ifthe Client objects to an invoice,it must advise the Consultant in writing giving its reasons within 14 days of receipt of the invoice or the Client's objections will be waived,and the invoice shall conclusively bedeemed due and owing. (c)The Client agrees that the payment to the Consultant is not subject to any contingency or condition.The Consultant may negotiate payment ofany check tendered by the Client,even if the words "in full satisfaction"or words intended to have similar effect appear on the check without such negotiation being an accord and satisfaction of any disputed debt and without prejudicing any right ofthe Consultant to collect additional amounts from the Client (6)Use of Documents All documents,including but not limited to drawings,specifications and data or programs stored electronically,prepared by the Consultant are related exclusively to the services described in this Agreement They are not intended or represented to be suitable for partial use or reuse by the Client or others on extensions of this project or on any other project.Any modifications made by the Client to any of the Consultant's documents,or any partial use or reuse of the documents without written authorization or adaptation bythe Consultant will be at the Client's sole risk and without liability to the Consultant,and the Client shall indemnify,defend and hold the Consultant harmless from all claims,damages,losses and expenses,including but not limited to attorneys'fees,resulting therefrom.Any authorization or adaptation will entitle rev 2/03 * 01/27/04 TUE 14:56 FAX 19547392247 KIMLEY HORN El 007 the Consultant to further compensation at rates tobe agreed upon bythe Client andthe Consultant Any electronic files are provided only for the convenience of the Client,and use of them is at the Client's sole risk.In the case of any defects in the electronic files orany discrepancies between them and the hardcopy ofthe documents prepared bythe Consultant,the hardcopy shall govern.Only printed copies of documents conveyed bythe Consultant maybe relied upon.Because data storedinelectronicmediaformatcandeteriorateorbemodifiedwithoutauthorization of thedata's creator,theClienthas60 days to perform acceptance tests,after which it shall be deemed to have accepted the data transferred. (7)Opinions ofCost Because the Consultant does not control the cost of labor,materials,equipment or services furnished by others,methods of determining prices,or competitive bidding or market conditions,any opinions rendered as to costs,including butnot limited to opinions astothe costs of construction and materials,shall bemadeonthe basis ofits experience and represent its judgment as an experienced and qualified professional,familiar with the industry.The Consultant cannot and does not guarantee that proposals,bids or actual costs willnot vary from its opinions of cost.Ifthe Client wishes greater assurance as to die amount of any cost,it shall employ an independent cost estimator.Consultant's services required to bring costs within any limitation established by the Client will be paid for as Additional Services. (8)Tercnination The obligation to provide further services under this Agreement may beterminated by either party upon seven days'written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no feult of the terminating party,or upon thirty days'written notice for the convenience of the terminating party.In the event of any termination,the Consultant shall be paid for all services rendered and expenses incurred to the effective date of termination,and other reasonable expenses incurred by the Consultant asa result of such termination.Ifthe Consultant's compensation isa fixed fee,die amount payable for services will bea proportional amount of the total fee based onthe rado ofthe amount ofthe services performed,as reasonably determined bythe Consultant,to the total amount of serviceswhichweretohavebeen performed. (9)Insurance The Consultant is protected by Workers'Compensation insurance,professional liability insurance,and general liability insurance and will exchange certificates ofinsurance upon request.If the Client directs the Consultant to obtain increased insurance coverage,orif the nature of the Consultant's activities requires additional insurance coverage,the Consultant will take out such additional insurance,if obtainable,atthe Client's expense. (10)Liability In performing its professional services,the Consultant will use that degree of care and skill ordinarily exercised,under similar circumstances,by reputable members of its profession in the same locality at the time the services are provided.No warranty,express or implied,is made or intended by the Consultant's undertaking herein or its performance of services,and it is agreed that the Consultant is not a fiduciary with respect to the Client.To the fullest extent of the law,and notwithstanding any other provisions of this Agreement,the total liability,in the aggregate of the Consultant and the Consultant's officers,directors,employees,agents,and subconsultants to the Client or to anyone claiming by,through or under the Client,for any and all claims,losses,costs or damages whatsoever arising out of,resulting from or in any way related to the services under this Agreement from any cause or causes,including but not limited to,the negligence,professional errors or omissions,strict liability or breach of contract or any warranty,express or implied,of the Consultant or the Consultant's officers,directors,employees,agents,and subconsultants,shall not exceed twice the total compensation received by the Consultant under this Agreement or $50,000,whichever is greater.Under no circumstances shall the Consultant be liable for lost profits or consequential damages,for extra costs or other consequences due to changed conditions,or for costs related to the failure ofcontractors to perform work in accordance with the plans and specifications. (11)Certifications The Consultant shall not be required to execute any certifications or other documents that might,in the judgment of the Consultant,increase the Consultant's risk or affect the availability,applicability,or cost of its insurance. (12)Dispute Resolution All claims by the Client arising out ofthis Agreement or its breach shall be submitted first to mediation in accordance with,the Construction Industry Mediation Rules of the American Arbitration Association as a condition precedent to litigation.Any mediation or civil action by Client must be commenced within one year of the accrual of the cause of action asserted butin no event later than allowed by applicable statutes. (13)Hazardous Substances and Conditions (a)Unless stated in the scope ofservices,it is agreed that the Client does not request the Consultant to perform any services or to make any determinations involving hazardous substances or conditions,as defined by federal or state law.If such services are agreed to,Consultant shall not be acustodian,transporter,handler,arranger,contractor,or remediate*with respect to hazardous substances and conditions.Consultant's services will be limited to professional analysis, recommendations,and reporting,including,when agreed to,plans and specifications for isolation,removal,or remedianon. (b)The Consultant shall notify the Client of hazardous substances or conditions not contemplated in the scope of services of which the Consultant actually becomes aware.Upon such notice by the Consultant,the Consultant may stop affected portions of its services until the hazardous substance or condition is eliminated.The parties shall decide if Consultant is to rev 2/03 2 01/27/04 TUE 14:57 FAX 19547392247 KIMLEY HORN g|008 proceed with its services and if Consultant is to conduct testing and evaluations,and the parties may enter into further agreements as tothe additional scope,fee,and terras for such services. (c)Except to the extent of negligence,ifany,on the part of the Consultant in performing services expressly undertaken in connection with hazardous substances and conditions,the Client agrees to hold harmless,indemnify,and defend thfc Consultant from and agamst any and all claims,losses,damages,liability,and costs in any way arising out or connected with the presence,discharge,release,or escape of hazardous substances or conditions of any kind,or environmental liabilirv ofany nature,m any manner related to services ofthe Consultant "»•"*»/ (14)Construction Phase Services (a)If die Consultant*services include the preparation of documents to be used for construction and the Consultant is not retained to make periodic site visits,the Client assumes all responsibiUty for interpretation of the documents and for construction observatton,and the Client waives any claims against the Consultant in any way connected thereto. (b)If the Consultant provides construction phase services,the Consultant shall have no responsibiUty for any contractor* means,methods,techniques,equipment choice and usage,sequence,schedule,safety programs,or safety practices nor shall Consultant have any authority or responsibility to stop or direct the work of any contractor.The Consultant*visits will be for the purpose of endeavoring to provide the Client a greater degree of confidence that the completed work of its contractors will generally conform to the construction documents prepared by the Consultant Consultant neither guarantees the performance of contractors,nor assumes responsibiUty for any contractor's failure to perform its work in accordance with the contract documents. (c)The Consultant is not responsible for any duties assigned to the design professional in the construction contract that are not expressly provided for in this Agreement The CUent agrees that each contract with any contractor shall state that the contractor shall be solely responsible for job site safety and for its means and methods;that the contractor shall Indernnify the Client and the Consultant for all claims and HabiUty arising out of job site accidents;and that the CUent and the Consultant shall be made additional insureds under the contractor's general liability insurance policy. (15)Assignment and Subcontracting This Agreement gives no rights or benefits to anyone other than the Client and the Consultant,and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole benefit of the Client and the Consultant Neither the Client nor the Consultant shaU assign or transfer any rights under or interest in this Agreement without the written consent of the other.However,the Consultant reserves the right to augment its staff with subconsultants as it deems appropriate due to project logistics,schedules,or market conditions.If the Consultant exercises this right,the Consultant wiU maintain the agreed-upon billing rates for services identified in the contract,regardless of whether the services are provided byin-house employees,contract employees,or independent subconsultants. (16)Confidentiality The Client consents to the use and dissemination by the Consultant ofphotographs of the project and to the use bythe Consultant offsets,data and information obtained by the Consultant inthe performance of its services. If,however,any facts,data or information are specifically identified in writing bythe CUent as confidential,the Consultant shall use reasonable care to maintain the confidentiality of that material. (17)Miscellaneous Provisions This Agreement is to be governed by the law of the State of Florida.This Agreement contains the entire and fully integrated agreement between the parties and supersedes all prior and contemporaneous negotiations,representations,agreements or understandings,whether written or oral This Agreement can be supplemented or amended only bya written document executed by both parties.Provided,however,that any conflicting or additional terms on any purchase order issued by the CUent shall be void and are hereby expressly rejected by the Consultant Any provision in this Agreement mat is unenforceable shall be ineffective to the extent of such unenforceability without invalidating theremaining provisions.The non-enforcement of any provision by either party shall not constinite a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement rev 2/03 HP LASERJET 3150 PRINTER/FAX/COPIER/SCANNER SEND CONFIRMATION REPORT FOR CITY SOUTH MIAMI 3056636345 FEB-9-04 1:37PM JOB START TIME USAGE PHONE NUMBER/ADDRESS TYPE PAGES MODE STATUS 379 2/9 1:34PM 3'00"305 854 5351 SEND 8/8 EC144 COMPLETED TOTAL 3'00'PAGES SENT:8 PAGES PRINTED:0 spioSa^i )(»«jsoi 'I0**»WV*I™*)0 <uoH-&lal£I U1Q5 psodoj,]XpmsSupFtf »j)st Sujmoijoj J&LN3WW0D ON I S3A I lN3SAdOD(mVH (m2p)8 !H3AOD0MianTDNlSa0VJHOON »oor'6'tn"»jqM :axva 1«»ia«9H»0 sWOMd 1S£S-t£8-S0£SMXVd tjqnog sAg :oi WWW tf<W ••««0152-49*hW!antv&iij, tnttidlwivtwos *Aiiai»*v«soti9 IWVIW HIilOS JO AXID FIRST ADDENDUM TO SOUTH MIAMI DOWNTOWN PARKING STUDY AGREEMENT THIS FIRST ADDENDUM totheSouth Miami Downtown Parking Study Agreement is made and entered intothisday of February,2004 byand between the City of South Miami and Kimley-Horn and Associates,Inc.,(KHA). WHEREAS,the purpose of this addendum tothe agreement isto supplement andrevisetheterms of theproposed agreement byKHA,whichis attached as exhibit 1. NOW THEREFORE,in consideration of the sum of $10.00,the mutual promisesandcovenantscontainedinthisaddendum,andforothergoodand valuable consideration,the receipt andlegal sufficiency of which is acknowledged bybothparties,thepartiesagreeasfollows: 1.WHEREAS CLAUSES 1.1 The above whereasclausesare incorporated andmadeapart of this addendum tothe agreement which agreement is attached as exhibit 1. 2.ENTIRE AGREEMENT 2.1This addendum totheagreementwhichis attached as exhibit 1, whensignedbyall of theparties,constitutes thefullandcompleteunderstandingand contract of thepartiesandmaynotbeinanymannerinterpretedorfulfilledin contradiction of itsexpressterms.This addendum andtheincorporatedattachments constitutetheentire understanding betweenthepartiesandintegratesbyitstermsall previous contracts or understandings,oralor written,between the parties.Intheeventof any conflict,theterms of this addendum willgovernovertheprovisions of any incorporated documents.Belowislistedthesections of thecopieragreementwhichare beingrevisedand,orsupplementedbythisfirstamendment: 3.INTEREST PAYMENTS DUE TO LATE PAYMENT 3.1ThecityshallmakepaymenttoKHA within 30days of receipt of theoriginalwritteninvoiceandsufficientbackup documentation and acceptance of theworkbythecity.Interestshallaccrueon unpaid invoicesas provided bySection 218.74,Florida Statutes. Pagel of 8 3.2KHAshallnotbeentitledtoanycarryingchargesorfinance feesduetolatepaymentbythecity. 4.MEDIATION 4.1 Any claim ordispute arising out of or related tothis contract shallbesubjecttoinformalmediationasaconditionprecedenttotheinstitution of legal or equitable proceedings by either party.Bothpartieswaiveanyrightto arbitration. 4.2Thepartiesshallsharethemediator'sfeeandanyfilingfees equally.The mediation shallbeheldin Miami-Dade County,Florida,unless another location is mutually agreed upon. 4.3 Contracts reached in mediation shall be enforceable as settlement contracts in the circuit court for the 11th judicial circuit for the State of Florida. 5.SOVEREIGN IMMUNITY AND ATTORNEY'S FEES 5.1 The city doesnot waive sovereign immunity forany claim for breach of contract orforanaward of prejudgment interest;provided,however,that inanyactionarisingout of ortoenforcethiscontract,the prevailing partyshallbe entitled toits reasonable attorney's feesandcosts.Inno event isthe amount to exceed the amounts established in section 768.79,Fla.Stat. 6.JURISDICTION AND VENUE 6.1 For the purposes of this contract,Florida lawshall govern the terms of this contract.Venue shallbein Miami-Dade County,Florida. 7.NOTICES 7.1All notices givenor required under this contract shallbe deemed sufficient if sentbycertifiedmail,return receipt requested,tothe addresses of KHAandtothecityspecifiedinthiscontract,unlesseitherparty shallspecifytotheotherpartyadifferentaddressforthe giving of thenotices. 8.CONTRACTING OFFICER REPRESENTATION 8.1 For the purposes of thiscontract,the contracting officers are Page 2 of8 as follows: Tothecity:City of SouthMiami MariaDavis,City Manager 6130 Sunset Drive South Miami,Florida 33143 Telephone:305-668-2510 ToKHA:Kimley-Hornand Associates,Inc. GregoryS.Kyle,AICP,ProjectManager 5100 N.W.33rd Avenue,Suite 157 Ft.Lauderdale,Florida 33309 9.TERMINATION FOR LACK OF FUNDS 9.1Notwithstandinganyotherprovisions of thecontract,if the funds anticipatedbythecityfortheforthepayment of workunderthiscontract areatanytimenot forthcoming,through the failure of thecityto appropriate funds,thefailure of Miami-Dade County,theFloridaLegislature,ortheU.S. Congress to appropriate funds,orthe refusal of the administrative branch of the federalorcountygovernmenttoreleasefunds,orduetoanyotherreasonforthe unavailability of fundsinsucceedingfiscalyears,orthe discontinuance ormaterial alteration of theprogramunderwhichfundsaretobeprovided,thecityshallhave therighttoterminatethecontract without penaltybygivingnotlessthan 10 days written notice of the lack of availablefunding. 9.2Intheeventthecitydeclinesto appropriate fundsfor payment of thecontractforfuture fiscal years,KHAshallbepaidforworkperformed underthe contract withfundsthatareappropriatedforthecurrentfiscalyear.The liability of thecitytoKHAshallbelimitedtotheobligationtobudgetand appropriatefundsforworkperformedduringthecurrentfiscalyear. 9.3.Foranyportion of theworkthatisfundedbycounty,stateor federal appropriations orgrants,theliability of thecitytoKHAshallbelimitedto paymentforserviceswhen payment isreceivedbythecityfromthecounty,state or federal authority.Thecity shall submit all required documents requesting payment within areasonabletime.ThecityshallnotbeliabletoKHAforwork performed intheeventthat payment isnot received bythecity from a county, stateorfederalfundingauthority.Thisisa pay-when-paid clause. 10.EXAMINATION AND RETENTION OF CONTRACTOR'S RECORDS Page 3 of 8 10.1 Thecity,oranyoftheirduly authorized representatives,shall, until 3 years after final payment under this contract,have access to and the right to examine anyofKHA's books,ledgers,documents,papers,orother records involving transactions related to this contract for the purpose of making audit, examination,excerpts,andtranscriptions. 10.2 KHA agrees to include in first-tier subcontracts under this contractaclausesubstantiallythesameassubparagraph24.1above. "Subcontract,"as used inthis clause,excludes purchase orders not exceeding $10,000. 10.3 The right to access and examination of records shall continue untildisposition of any mediation,claims,litigationor appeals. 11.OWNERSHIP OF DOCUMENTS 11.1 Alldocuments,reports,plans,specifications orother records, includingelectronic records,resulting from the professional servicesrenderedby KHAunderthiscontractshallbedeemedtheproperty of thecityandthecityshall haveallrightsincidenttothisownership.KHA acknowledges thatall documents preparedunderthiscontractshallbepublicrecords,andshallbesubjecttopublic inspectionand copying,asprovidedbyFloridaStatuteschapter 119.Upon conclusion of thiscontractandany extensions,alldocumentsshallbedeliveredby KHAtothecity.KHAshallhavetherighttoretaincopies of the documents at KHA's expense. 12.INSURANCE AND INDEMNIFICATION 12.1 Thecityshallnotbeheldliableorresponsibleforanyclaims which may result fromacts,errorsoromissions of KHAorits subcontractors, suppliersorlaborers.Inreviewing,approvingorrejectinganysubmissionsoracts of KHA,thecityinnowayassumesresponsibilityorliabilityfortheacts,errorsor omissions of KHA or subcontractors. 12.2 KHA shall not commence work under this contract until it has obtainedallinsurancerequiredbythecity.KHAshalldefend,indemnifyandhold thecityharmlessfromanyandallclaims,liability,losses,expensesandcauses of action arising solely out of a negligent act,error,or omission or misconduct of KHA,or KHA's subcontractors,suppliers and laborers incident tothe performance of KHA's services underthis contract.KHAshallpayallclaims, Page 4 of8 losses,fines,penalties,costs and expenses of any nature whatsoever resulting from itsintentionalmisconductornegligence. 12.3 KHAshall maintain duringtheterm of thiscontractthe following insurance: A.Professional Liability Insurance intheamount of $1,000,000.00 withdeductibleperclaim if any,nottoexceed5%of thelimit of liability providing for all sums which KFIA shall become legally obligated topayas damages for claims arising out of the services performed by KHA orany person employed byhimin connection with this contract.This insurance shall be maintained for three years after completion of the construction and acceptance of any project covered by this contract.However,KHA may purchase Specific Project Professional Liability Insurance which isalso acceptable. B.Comprehensivegeneralliabilityinsurancewithbroadform endorsement,including automobile liability,completed operations and products liability,contractual liability,severability of interestwith cross liability provision,and personal injury andproperty damage liability with limits of $1,000,000.00 combined singlelimitper occurrence forbodilyinjuryandproperty damage.Thepolicyor policies shall name cityasadditionalinsuredandshall reflect thehold harmless provision contained herein. C.Workers'Compensation Insurance incompliancewithChapter 440,Florida Statutes,as presently writtenor hereafter amended. D.The policies shall contain waiverof subrogation againstthecity where applicable and shall expressly provide thatthepolicyor policies are primary overany other insurance thatthe city may have.The city reservestherighttorequestacopy of therequiredpoliciesfor review. All policies shall contain a "severability of interest"or"cross liability" clausewithout obligation for premium payment of thecity. E.All oftheinsuranceistobeplacedwithBestratedA-8orbetter insurancecompaniesqualifiedtodobusinessunderthelaws of the State of Florida. 12.4 KHA shall furnish certificates of insurance tothecitypriorto the commencement of operations.The certificates shall clearly indicate that KHA Page 5 of8 has obtained insurance inthe type,amount,and classification as required for strict compliance withthis paragraph and thatno reduction in limits by endorsement during the policy term,or cancellation of thisinsuranceshallbe effective without 30 dayspriorwrittennoticetothecity. 12.5Compliancewiththeforegoingrequirementsshallnotrelieve KHA of its liability and obligations underthiscontract. 5.TRANSFER AND ASSIGNMENT 5.1 None of the work or services under this contract shall be subcontracted unless contractor obtains prior written consent from the village. Approved subcontractors shallbe subject toeachprovision of thiscontractand contractorshallberesponsibleand indemnify thevillageforallsubcontractors' acts,errors or omissions. 5.2The contractor shall not assign,transferorpledgeanyinterest in this contract without theprior written consent ofthe village;provided,however, that claims for money bythe contractor from the village under this contract may be assigned,transferred orpledgedtoa bank,trust company,orother financial institution withoutthevillage's approval.Written notice of any assignment, transferorpledge of fundsshallbefurnishedwithin 10 daysbythecontractorto the village. WARRANTY OF AUTHORITY 29.1 The signatories tothiscontractwarrantthattheyareduly authorizedbyaction of their respectivevillage commission,board of directorsor other authority toexecutethis contract andtobindthepartiestothepromises, terms,conditions and warranties contained in this contract. ENTIRE CONTRACT Thecontract,whensignedbyall of theparties,constitutesthefull and complete understanding and contract of all parties and may notbein any manner interpreted orfulfilledin contradiction of itsexpressterms.Thiscontract andthe incorporated attachments constitute theentire understanding between the parties and integrates byits terms all previous contracts or understandings,oralor written,betweentheparties.Intheevent of anyconflict,theterms of thiscontract willgovernovertheprovisions of any incorporated documents. Page 6 of 8 MODIFICATIONS -CHANGE ORDERS The village may,at any time,by written change order make changes tothe scope of work,andtothe means and methods of performing the work.The village mayorder temporary stoppage oftheworkordelayin performance that doesnotalterthescope of work.Changes,includinganyincreaseordecreasein theamount of thecontractor's compensation,shallbe incorporated inwritten amendments to this contract. If any change causes an increase or decrease intheprice charged,the maximum amount ofthe contract,or the time required for performance of any part of theworkunderthiscontract,or otherwise affectstheconditions of thiscontract, thevillageshallmakeanequitableadjustmenttothe maximum amount,the price(s),thedelivery schedule,orother affected terms,andshall modify the contract with a written change order. COMPLIANCE WITH FEDERAL REGULATIONS. Contractorshallcomplywith Executive Order 11246 of September24, 1965,entitled"EqualEmploymentOpportunity,"asamendedbyExecutiveOrder 11375 of October13,1967,andassupplementedinDepartment of Labor regulations (41 CFR Chapter 60). SEVERABILITY Shouldanysectionoranypart of anysection of thisagreementbe rendered void,invalidor unenforceable byanycourt of law,forany reason,sucha determinationshallnotrendervoid,invalidorunenforceableanyothersectionor part of any section of this agreement. INDEPENDENT CONTRACTOR. The Contractor is furnishing its services asan independent Contractor,and nothing in this agreement shall create any association,partnership orjoint venture between the parties,orany employer-employee relationships. Page 7 of 8 IN WITNESS WHEREOF,the parties tothis addendum,actingthrough theirduly authorized officers,have executed this addendum tothe property disposition services agreement attachedas exhibit 1as of thedatefirst written above. CITY OF SOUTH MIAMI,KIMLEY-HORN AND a municipal corporation of the ASSOCIATES,INC. the State of Florida By:By: Maria Davis, City Manager ATTEST: By: Maria Menendez, City Clerk APPROVED AS TO FORM: By: Earl G.Gallop, City Attorney Page8 of 8