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RESOLUTION 93-20728 • RESOLUTION NO. 93-20728 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT FOR THE LINCOLN ROAD REVITALIZATION PROGRAM BETWEEN THE CITY AND THE MIAMI BEACH DEVELOPMENT CORPORATION. WHEREAS, the parties have entered into that certain agreement as of October 1, 1992 , setting forth a Scope of Services to be performed by MBDC that includes the Lincoln Road Revitalization Program; and WHEREAS, a Lincoln Road Task Force (the "Task Force") was organized in March of 1992 for the purpose of building consensus among the merchants and owners, and a report of the Task Force was issued on approximately June 1, 1992 ; and WHEREAS, in October, 1992 , a Request for Qualifications and Proposals for an interdisciplinary team of consultants to develop a comprehensive proposal for further revitalization of Lincoln Road was issued by MBDC, and approved by the City and the Task Force; and WHEREAS, the City has employed a Lincoln Road Director whose responsibility is to assist the Task Force in carrying out its functions; and WHEREAS, the parties wish to set forth in greater detail the services to be performed by MBDC regarding the Lincoln Road Revitalization Program, which will include: A) MBDC entering into a contract with a consultant team approved by the City for developing a Phase I program for further revitalization of Lincoln Road. B) MBDC coordinating the revitalization effort with the Task Force and the City' s Lincoln Road Director. NOW THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA that the Mayor and City Clerk are hereby authorized to execute the attached agreement for the Lincoln Road Revitalization Program between the City and the Miami Beach Development Corporation. PASSED AND ADOPTED this 3rdi day of March , . 993 . AlI 0 MAYOR Attest: i Cler FORM APPROVED y AL , ) SEG ,DEPT. * (-274"// By D ate • r-. • a • CITY OF MIAMI BEACH CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139 OFFICE OF THE CITY MANAGER TELEPHONE: (305) 673-7010 FAX: (305) 673-7782 COMMISSION MEMORANDUM NO. / .0- TO: Mayor Seymour Celber and DATE: March 3 , 1993 Members of the City Commission FROM: Roger M. Ca City Manager SUBJECT: AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND MIAMI BEACH DEVELOPMENT CORPORATION FOR THE LINCOLN ROAD REVITALIZATION PROGRAM AND RESOLUTION OF THE CITY OF MIAMI BEACH REQUESTING REIMBURSEMENT FROM ANTICIPATED FUTURE SPECIAL ASSESSMENT BOND FUNDS TO PAY FOR EXPENSES INCURRED AS PART OF THE LINCOLN ROAD REVITALIZATION PROGRAM Administration Recommendation: The Administration recommends that the City Commission approve the Agreement for the Lincoln Road Revitalization Program and approve the attached resolution authorizing reimbursement of expenses from the anticipated bond issue to be issued in the future for Lincoln Road Revitalization improvements. Background: The City of Miami Beach, the Miami Beach Development Corporation and the Lincoln Road Task Force have been working over the past year to undertake a Lincoln Road Revitalization program which consists of, amongst other things, the retention of a consultant team to develop a Phase I program of design, physical improvements, and marketing and management recommendations for Lincoln Road and the development of a Lincoln Road Revitalization effort with the Lincoln Road Task Force and the Lincoln Road Director. To date, a consultant team has been selected and contract negotiations are being finalized to retain Benjamin Thompson & Associates/Forest City Ratner. Christine Burdick from Oak Park, Illinois, has been hired by the City of Miami Beach as the Lincoln Road Director. Significant consensus and team building has been achieved on Lincoln Road so that decisions can be made and actions can be taken which will help to crystalize the future development and rebirth of Lincoln Road. Analysis: At this time it is necessary for the City of Miami Beach to enter into agreement with the Miami Beach Development Corporation to outline the duties and responsibilities of each of the parties and set forth in greater detail the services to be performed by MBDC in regards to the Lincoln Road program. City staff, the Miami Beach Development Corporation, representatives of the Lincoln Road Task Force and the Lincoln Road Director have all worked together to develop the attached agreement for the Lincoln Road Revitalization program. This agreement sets forth the responsibilities of all parties as it relates to the implementation of the consultant team efforts and the development and coordination of the revitalization effort with the task force and the City's Lincoln Road Director. 1 AGENDA I TEM DATE 3 - 3 '93 4 Additionally, the City of Miami Beach has agreed to advance funds to pay for a portion of this effort. These funds include approximately $75, 000 to match the $75, 000 o f CDBG funds which the Miami Beach Development Corporation has received to pay for the consultant team study; the cost of the salary of the Lincoln Road Director, estimated at $60, 000 for the first year; and certain costs related to the operations of the Lincoln Road Director and the establishment of a viable Lincoln Road Revitalization Program, estimated not to exceed $50, 000 in the first year. The Lincoln Road Task Force, Miami Beach Development Corporation and the City of Miami Beach have agreed that all eligible expenses incurred by the City for these activities would be reimbursed from the proceeds of a future bond issue for the revitalization of Lincoln Road. At this point, it is anticipated that all or a portion of the bond proceeds would be paid from Special Assessments to the Lincoln Road property owners. The specific formula and percentage calculations regarding the use of Special Assessments remains to be determined by the Lincoln Road Task Force at a future date. In order to ensure that the City can be reimbursed for its expenses, it is necessary at this point in the process to pass the attached resolution which declares the City's intent to reimburse itself from the proceeds of the debt to be issued in the future. Conclusion: It is recommended that the City Commission approve the attached Agreement for the Lincoln Road Revitalization program and accompanying resolution enabling reimbursement for all expenses to be incurred for this program. RMC:SLR:ah r, ti t 4 AGREEMENT FOR THE LINCOLN ROAD REVITALIZATION PROGRAM This Agreement (the "Agreement") is made this 24th day of March , 1993 , between the City of Miami Beach (the "City") and the Miami Beach Development Corporation ("MBDC") . WHEREAS, the parties have entered into that certain agreement as of October 1, 1992 , setting forth a Scope of Services to be performed by MBDC that includes the Lincoln Road Revitalization Program (the "CDBG Agreement") ; and WHEREAS, a Lincoln Road Task Force (the "Task Force") was organized in March of 1992 for the purpose of building consensus among the merchants and owners and a report of the Task Force was issued on approximately June 1, 1992 (the "Task Force Report") ; and WHEREAS, in October, 1992 , a Request for Qualifications and Proposals for an interdisciplinary team of consultants to develop a comprehensive proposal for further revitalization of Lincoln Road was issued by MBDC, and approved by the City and the Task Force; and WHEREAS, the City has employed a Lincoln Road Director whose responsibility is to assist the Task Force in carrying out its functions; and WHEREAS, the parties wish to set forth in greater detail the services to be performed by MBDC regarding the Lincoln Road Revitalization Program, which will include: A) MBDC entering into a contract with a consultant team approved by the City for developing a Phase I program for further revitalization of Lincoln Road. 1 r B) MBDC coordinating the revitalization effort with the Task Force and the City' s Lincoln Road Director. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained the parties hereto agree as follows: 1. The above recitals are true and correct and are hereby incorporated into this Agreement by reference. 2 . The City hereby designates the Task Force (and, where appropriate under its By-Laws, its Coordinating Council) to provide policy recommendations to the City Commission and City Manager with respect to the revitalization of Lincoln Road, and all parties agree to be guided by, subject to City Commission/City Manager approval, the governing role of the Task Force and its Coordinating Council, all as referenced in the following previously issued documents: a) The Task Force Report b) The By-Laws of the Task Force c) The Operating Protocol Between the Coordinating Council and MBDC (copies of which documents are attached hereto as Exhibits A, B and C respectively) 3 . Subject to the prior approval by the City of the form and substance of the contract, MBDC shall negotiate with a consultant team approved by the City Commission and enter into a contract with said team to develop a comprehensive program for the further revitalization of Lincoln Road. 2 4 . MBDC, as administering agency for the Task Force, and in cooperation with the Lincoln Road Director, will supervise and monitor the consultant team and will be responsible for ensuring that the scope of work is achieved in accordance with the time frame outlined in the contract with the consultant team. 5. MBDC will provide support services to the Lincoln Road Director, including but not limited to, staffing, office space, materials and equipment. 6. The following funds will be payable from the City to MBDC to fund the costs required by this Agreement: (a) Costs of Engaging Consultant Team. Consultant Team costs for developing the Phase One program are estimated to be $150, 000, of which $75, 000 is available to MBDC under the CDBG Agreement. MBDC shall first exhaust the $75, 000 from CDBG funds for eligible Consultant Team costs. The funds required for the additional estimated $75, 000 will be advanced by the City from such Improvement Program Resources (including any Lincoln Road Special Assessment District which may be created) as may be subsequently identified. The City of Miami Beach will make progress payments to MBDC within thirty (30) days receiving properly documented payment requests, such as the consultant' s payment requests and progress reports reviewed and approved by MBDC, the Lincoln Road Director and the Task Force. 3 t (b) Support Services to Lincoln Road Director. The costs of providing support services to the Lincoln Road Director in an amount up to $50, 000 annually shall be payable from the City to MBDC under the terms of this Agreement. The funds required will be advanced by the City from such Improvement Program Resources (including any Lincoln Road Special Assessment District which may be created) as may be subsequently identified. A budget will be prepared by the Lincoln Road Director and submitted to the City Manager, MBDC and the Task Force for review and approval. This budget shall be limited to items not currently covered by or reimbursed through the existing CDBG Agreement. MBDC shall submit periodic (at least quarterly) requests for payment for actual and/or anticipated expenditures, including applicable back-up documentation and the City will provide payment upon its and the Coordinating Council ' s approval. 7 . MBDC, as the administering agency for and in cooperation with the Task Force, will keep the City informed of all developments in connection with this project. Such information shall include, but not be limited to, monthly progress reports outlining the achievement of goals and objectives anticipated for this project. MBDC will request and obtain approval prior to committing or expending funds in connection with this project. MBDC shall continue to meet a l l other reporting and approval requirements set out in its CDBG grant contracts. 4 8 . The term of this agreement shall be for a period of three (3) years, commencing on March 10, 1993 and terminating on March 9, 1996. Either party, upon thirty (30) days written notice, shall have the right to early termination of this Agreement. In the event of early termination by the City, the City shall fund all obligations duly incurred by MBDC up to the date of termination. 9 . In fulfilling its obligations under this Agreement, MBDC agrees to abide by the key milestones as follows: May 93 • Development of Performance Criteria by Lincoln Road Director. June 93 • Definition of Lincoln Road Revitalization Program Goals and Objectives. June 1993 • Establishment of Office Space on Lincoln Road for the Lincoln Road Director. October 1993 • Determine the financing structure and the organizational structure to be put into place to implement the physical improvement programs and marketing objectives of the Revitalization Program. October 1993 • Completion of Phase I of Consultant Team Contract (Planning & Design Phase) 5 t A e December 1993 • Establishment of Funding Program including potential approval of Special Assessment District. July 1994 • Completion of Phase II (Construction Documents) of Consultant Team Contract. October 1994 • Put into place and implement the Organizational Structure to undertake the management and marketing program. It is anticipated that all milestones will be achieved as identified. Should it be anticipated by MBDC that any of these milestones may not be achieved, appropriate reporting and narrative description shall be provided to the City explaining the circumstances behind any delays and documenting reasons for such delays. 10. Any controversy or claim for money damages arising out of or relating to this Agreement, or the breach hereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and the arbitration award shall be final and binding upon the parties hereto and subject to no appeal, and shall deal with the question of the costs of arbitration and all matters related thereto. In that regard, the parties shall mutually select one arbitrator, but to the extent the parties cannot agree upon the arbitrator, then the American Arbitration Association shall appoint one. Judgment upon the award rendered may be entered into any court having jurisdiction, or application may be made to such court for an order of enforcement. Any controversy or claim other than a controversy or claim for money damages arising out of or 6 t • relating to this Agreement, or the breach hereof, including any controversy or claim relating to the right to specific performance, shall be settled by litigation and not arbitration. The provisions of this subparagraph shall survive the Closing coextensively with other surviving provisions of this Agreement. 11. City desires to enter into this Agreement only if in so doing the City can place a limit on City' s liability for any cause of action for money damages due to an alleged breach by City of this Agreement, so that its liability for any such breach never exceeds the amount due and payable by the City pursuant to paragraph 6 of this Agreement less all amounts actually funded thereunder. MBDC hereby expresses its willingness to enter into this Agreement with such a limitation on recovery for any damage action for breach of contract. Accordingly, MBDC hereby agrees that the City shall not be liable to MBDC for damages in an amount in excess of the amount due and payable by the City pursuant to paragraph 6 of this Agreement less all amounts actually funded thereunder for any action or claim for breach of contract arising out of the performance or nonperformance of any obligations imposed upon the City by this Agreement. The foregoing provisions shall not preclude an action by MBDC for specific performance. Nothing contained in this subparagraph or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon City's liability as set forth in Florida Statutes, Section 768 . 28 . 12 . MBDC agrees that the insurance and indemnification provisions set forth in the CDBG Agreement shall apply to all services provided by MBDC under this Agreement and within fifteen (15) days of execution of this Agreement by both parties, MBDC shall provide the City with an endorsement to the insurance 7 1 provided under the CDBG Agreement, including this Agreement in its terms of such insurance coverage. 13 . MISCELLANEOUS A) APPLICABLE LAW This Agreement and the construction and enforceability thereof shall be interpreted under the laws of the State of Florida. B) NOTICES AND CHANGES OF ADDRESSES All "Notices" to be given by either party to the other shall be in writing and must be either delivered or mailed by registered or certified mail, return receipt requested, addresses as follows: To the City: CITY OF MIAMI BEACH CITY MANAGER' S OFFICE 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FL 33139 ATTENTION: ROGER M. CARLTON, CITY MANAGER To MBDC: MIAMI BEACH DEVELOPMENT CORPORATION 1205 DREXEL AVENUE MIAMI BEACH, FL 33139 ATTENTION: DENIS RUSS, EXECUTIVE DIRECTOR or such other addresses as either party may hereinafter designate by a Notice to the other. Notices are deemed delivered or given and become effective upon mailing if mailed as aforesaid and upon actual receipt if otherwise delivered. 8 C) SEVERABILITY In the event that any clause or provision of this Agreement or any part thereof shall be declared invalid, void or unenforceable by any court having jurisdiction, such invalidity shall not affect the validity or enforceability of the remaining portions of this Agreement. D) ASSIGNMENT The selection of MBDC as the service provider under this Agreement is based upon its experience, capability and financial ability to perform the services. MBDC shall not assign, delegate or subcontract any of the rights or obligations under this Agreement without the prior written consent of the City. E) COMPLETE AGREEMENT This Agreement, when executed, together with all Exhibits attached hereto as provided for by this Agreement, shall constitute the entire Agreement between both parties and this Agreement may not be amended, modified or terminated except by writing signed by the parties hereto. F) INDEPENDENT PARTIES Nothing contained in this Agreement shall be deemed or construed for any purpose to establish, between City and MBDC, a partnership or joint venture, a principal agent relationship, or any relationship other than property owner and independent contractor. G) TIME OF THE ESSENCE Time is of the essence with respect to each and every term and condition of this Agreement. 9 IN WITNESS WHEREOF, the parties hereto have caused this document to be executed by their duly authorized officials. THE CI OF MIAMI BEAC, At # / / y Mayor ATTEST: F‘tAktiAik Cr9 C MIAMI BEACH DEVELOPMENT CORPORATION 00"r, President ATTEST: alL, Secretary FORM APPROVED LEGAL DEPT. 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New World Symphony — :A •:: Miami City Ballet • SUB4Ei10F1Acii‘:1 Concert Association of Florida - >:: C O M MUNIT Y. C:N7 City of Miami Beach Commission VILLAGE CENTER MayorsTransitionTeam City Manager and Administration . : D0V17OWN Miami Beach Chamber of Commerce Miami DesignPreservationleague Miami Beach Development Corporation ;R.: a :,•:...:".i:::.':i.j.::::.'..' For International Downtownd ley.AssociationPresident TRoimchacradrrBorial. Santa Monica Dave Feehan-Kalamazoo A project of the MiamiBeach Deve lpmzntCorpor:tn:fundedbythemi. miBealctycommisin Dept.of Economic and Community and the U.S.Dept.of HUD CDBG Program. i?,45,”r4itprlorkl is A • ow pACKGROUND • • . � .... This -is a report of the agreements reached by the Lincoln Road Task Force during its full-day workshop held on Saturday, March 28, 1992, intended to design a planning process that will lead to the further revitalization of the Lincoln Road area The workshop, facilitated by the Resource Team for the International Downtown Association, followed a day of interviews during which more than 150 people participated in a series of individual and small group sessions intended to examine perceptions and identify assets of Lincoln Road, its problems, and concerns about any planning process to move forward in the future Meetings were convened with representatives of property owners, retail merchants and tenants, artists and cultural institutions, public administrators and officials, the Chamber of Commerce, residents and other interested citizens. Based upon these interviews the resource team prepared an agenda which served as the basis for the discussions and agreements which were reached at the Saturday workshop. STREMGTHS PROBLEMS During the interviews,which took place on Friday, workshop participants identified many positive assets as well as problem areas. The following were identified by a majority of the participants: U Location, Location,Location ❑ No Shared Vision U Parking Availability U Inadequate Access and Exposure • Existing Mass of Commercial Space ❑ Absence of Retail Uses U Improving Neighborhood Demographics U Physical Deterioration U Cultural and Artistic Use ❑Inadequate Repairs and Maintenance U Diversity of Architecture ❑Insufficient Linkage to Hotels, Convention Center U History and World Renown Performing Arts Theater,South Beach and Residences U Lively Restaurant and Entertainment Area ❑ Need for Greater Celebration of Arts Presence ❑Pedestrian Orientation - Maintenance/Security/Marketing Transportation System U Proximity to Residents,Theaters,Hotels and U Maintenance of Parking Facilities Convention Center ❑ Negative Image U Capacity to Reflect Community Values In general most people agreed that no one problem is central to solving the overall needs of revitalizing the area and that only an approach which addresses many of these problems will have the best chance of helping the area reach its potential and build on its many assets. OBJECTIVES FOR A REVITALIZATION PROGRAM As a consequence, it was recommended that anyeffort to move forward must address q � Lincoln Road's needs in the following manner: V As a unified area stretching from the Ocean to the Bay V Comprehensive design and plan driven by arts, historic attributes and retail uses V Connected to other activity centers (including Performing Center, Convention Center, hotel district and Ocean Drive) V Operating with a common set of rules(zoning,use restrictions, shopping hours, etc.) V With an increased presence of retail uses; Coordinated by a single management organization V Serving as the center and connecting point for"a world class city" Members of the Task Force added that Lincoln Road should be a place for Miami Beach residents, area workers, and tourists and visitors to shop, eat, be entertained and experience a special artistic environment. . .. : ' � ELEIV1ENTS OF THE PLANNING PROCESS. , - in order to realize the set of revitalization VISION objectives for Lincoln Road a comprehensive Economics program is required that fully addresses the "Constitution economic, marketing, management and design of Values" issues. A Request for Proposal should be prepared which • DEVELOPMENT MARKET ANALYSIS -ikAseeks to engage an interdisciplinary team of PlanninglZoning - - TheMix"ot DesignlStreetsape Retail lOffice lArts consultants to (1) Undertake the market analysis Spaces/Environs ELEMENTS Entertainment /Residential identifying the targeted mix of uses, (2) Develop a :fr:: vision and "constitution of values", (3) Undertake a OF THE physical development plan addressing the issues of development, zoning and design for Lincoln Road, its ORGANIZATION PLAN MANAGEMENT surroundings and connected areas, (4) Develop a Community/leadership Security lMaintenence management system plan for basic services, Staff/Structure Marketing/Retail marketing and promotion, and retail enhancement, Enhancement (5) Formulate an organizational structure to guide FINANCING& implementation of the program and its maintenance, INCENTIVES and (6) Develop the financing and incentives as well CONSTRUCTION as the construction mitigation programs. MITIGATION T this list of elements of the planning process, participants offered additional comments. They suggested that the planning process should: 0 Undertake competitive analysis to identify the particular market niche opportunity; ❑ Take into consideration a strategic analysis of the impact of a convention center hotel, its funding and its location; ❑ Consider a proactive analysis of plans for developing the regional performing arts center in Miami; ❑ Consider the impact of historic designation on development opportunities; Cl Analyze the area's highest and best use, identify and explore development site opportunities and include a strategic plan as well as a business plan for the area. GOVERNANCE OF THE PLANNING PROCESS Lincoln Road Endorsing The function of the Task Force is to provide overall Task Force Organizations guidance and input of the Lincoln Road community into the planning effort. I Endorsing organizations are those major interest groups Coordinating Community that undertake a policy commitment, a financial commitment and a working involvement in the planning effort. CouncIl Input The coordinating council, made up of members of the Task •i Force and representatives of the Endorsing Organizations, � has been initially identified by the Task Force to serve as the Process • executive and coordinating committee of the effort. Management Technical A process management committee will be made up of four - : :-, Committee or five people to represent the Task Force and Coordinating Commiee Council in taking care of many of the day-to-day issues in � _ : `_ - order to make the process work as effectively and smoothly Surveys as possible. Staff The staff is accountable to the Process Management I .-.. . Committee and the Coordinating Council. Miami Beach Administering • Public Development Corporation as the administering agency is Meetings Agency for attending to all related administrative matters ::...-. i:i:i.-....? . and will be guided by the representatives of the Task Force as it relates to this project. •, LINCOLN ROAD .:::::::,:.. - .:z.::::::::: .. :...„:„.: I:':::::.:•i!:.:!:..:':::: CENTER ::;:ri: ARTS RETAIL CULTURE f; CENTER OF A :i:7::.:..:.:i.-;.::..:.:.▪ . .:: CITY____'_'___!::::i_:i._:1.:':::•: • OCEAN . iiHALL :V.RIVE Ill...._....:....:.::...... COLLINS_.-_-.__.:i.........1..:_:06.......:. .:...:i WORLD TOURISTS :AVENUE _ RESIDENTS • •::::!•:::::•::...:::::••• CLASS :--. ART DEtO . . CONVENTION :DISTRKT. •▪'' DELEGATES. ME :••::::•'::::':'•• CITY i.,::::::,.::::::, ::...: : . .. .:.,:„..:. : SHOPS • OFFICES• GALLERIES RESTAURANTS THEATERS • .........:•:•:•:•:•:::::.:::•::::::::;::::::::::::•::.::::•.:...:.::::.::::::::::::::::::::::::::::::::::::::::::::::::::::::„......... ...............:::.:,::::::„.„. .... ,:...:.:......„,.:::......::::•„.....,.....:.....:........„............:::. ........„........ , ::':•'.-::::::::::Ai.: SHAREDii.. :N.:::. .::::::,::•:,... . .......::.::::::: : ..... .. .. . . I0....,:::N::,:.:::•:::,::.:::,:!::::::::-::::!:::!::::::::::::!::::'::::::.....-:::: •.........•.... :. •.......: :: . -..-.:::::::::::„.,:,::,.::,•i,:,,..,:,.,,.,,:i:::,,:•:::.:: :,::,.:n,:.::,i,:,:,:::::::::..:-....----. .','T%,,A o ��ti ,•:•:• :::•::.. .:::::•:. ••...•:„........:::.::::::::„..,... 'rti�0 ':{ "` LINCOLN ROAD: A SHARED VISION ?f'fi';�x ~A' GOALS AND PROGRAMS e.::0:::;.:./P,,,?..;,..§ +fit•1 .. Yktiti.ri'��':*' . ‘,1,..1;4p ,1 �� ✓MARKETING,PROMOTION AND { x�� �<J' SPECIAL EVENTS J ✓PUBLIC SPACES '`ti'a ✓BUSINESS AND INVESTMENT ✓BUILDING CONSTRUCTION ' � RECRUITMENT AND REHABILITATION i f ii`:Y,, V MANAGEMENT AND GOVERNANCE :;°\t‘. VO1'.;.#;::``.•fr.. ✓PARKING ,f �'Ytyti�:}1 ,.f •;�t,�.,cZ;fitia,.: V DEMOGRAPHICS ✓CLEANLINESS 't %, V ECONOMICS ✓SECURffY ` 't'' }`°`"`ti'.c ✓MARKET ANALYSIS r • w . 6' • 111 LINCOLN R TASK FORCE LINCOLN ROAD Co-chair: Richard Lane* ------.7":71:7,41111Pr7;::„.:„-,.:: .:„ Mel Schlesser* Cathy Leff* I. StonleYLevine SidneyLewis* Stephen P h en L 0 S a s s 0 Michael ch a I Aller*I . er Judy d Y L o n d on . . . .... Dixon Alv i ar no Harry Mavrogenes Oscar Baisman Jim McFadden adden Carlos Bellas Doris Myers* . StuartBI a umberg Tony Naboa Matilde Bower* Maria Pellerin* Paul Breslin James Quinlan::.::.::....i:!..:.::N.:':::.'.. Ilk Sherna Brody' Robert Ouittner _ ��OP„ Michael Carel Jose R aij :::',ii:'..'•.ii.iii.:.'':::::!.i:ii!: ii.:i:.• .::: ..--_4-#1.:;AC 11.1..,.i.'::::.,:: i:i:!':::.:.:.:.:::::':. :•::•::. )� . �,_= Marcie Chariff CraigRobins - - -.:-.:.:-:: :: %...::i '.•.k4,- '''',' * •:i ;-:::=:ems:::: y.�~�= Tom Conners .�,...�.....�..: ....::•,� .,.-.•• Stuart Rogel . • ; 'W"""'" :?::::: �'ii , Roberto Datorre ;i Mike Saclarides ,� Thelma Deutsch Neli Santamarina' ... . . .�. r i�"�, � vii Jeff Donnelly*• _ ,,l;; tN16I, �,,�ki, Ellie Schneiderman 4111 :111141=---'1 z!- Judith Drucker Debra Scholl "'r Ga * ry Feinberg Jacqueline Simkin --__ •= � Nathan Finkelstein q Singer* . Bruce . Murray Gaby Molly Stein Richard iii. Gatti Erwin rw i n Stern* PaulGioia Lyle Stern Jennesee Goerlick DorothySummer m mer. . TonyGoIdmanHoward Talesni k.. DeanGrandin Lenore Toby* .. Saul ul Gross William i am ....... ... .... W a enaarJ0seHeres James Weinstock Naomi Honig Wade Whynot William Irvine Bernard Zyscovich Mitchell Kaplan (*)Coordinating Mitchell Korus Council NDORSINGE ORGANIZATIONS MeMI yer Kotler Denis Russ, Jud Kurlanchek Project Director Miami Beach City Commision Mayor's Transition Team OTHER PARTICIPANTSLincoln Road Property & CONTRIBUTORS Owners Association Lincoln Road Mercantile Association Jack Ahlstedt Greg Madsen South Florida Arts Center New World SymphonyKaren Barofsky Olga Matus Janet Bratter Anne McCo Miami City Ballet Erika Brighany Concert Association Of Florida Dens Morin The ColonyTheater Susan Brustman Ray Noas Jean Buhler Ste hen Norm The Lincoln Theater Andrew Capitman p an Area Residents Organizations Carlos Ca to Samuel Pearlman Miami Beach Chamber of Commerce Tony Capote Plater-Zyberk Ch�mento Kattie Platt Miami Design Preservation League Ken Clarfc Miami Beach Development Corporation, Melissa CloudSylvia Rodriguez Harold Rosen The Administering Agency Rose Cuono Aaron Rubin Miguell Del Campillo Maria Salcedo Beth Dunlop Israel Sands City of Miami Beach William Farkas Adriana Savino Miller Mayor Seymour Gelber J.M. Fortain Anne Saxe Commissioner Sy Eisenberg Commissioner David Pearison Joe Fontana Isaac Sklar Commissioner Susan F. Gottlieb Commissioner Abe Resnick Georgina Gaeta Rebecca Sklar Commissioner Nelsen 0. Kasdin Commissioner Martin Shapiro Barbara Gillman Mark Soyka Roger Carlton, City Manager S.J. Halperin Len Spiegel Gladys Hernando Ellenor Stachol Economic&Community Development Liz Jason y Planning and Zoning Department Kurt K r � Dora Tarabor� a min Barbara Vallera Parks and Recreation Department Raul Lastra Publics Works Department J.F. Le James Wang Jeune Gary Wells Historic Preservation and Urban Design Nancy Liebman Nancy Wells EXHIBIT "B" LINCOLN ROAD TASK FORCE AND COORDINATING COUNCIL BY-LAWS These By-Laws derive in substantial part from the spirit of the collaborative decision-making model, community planning process and agreements reached in the March 28, 1992 consensus building workshops of the Lincoln Road Task Force, codified into "Report of Lincoln Road Task Force, Consensus Building Workshops. " ARTICLE I -- NAME. The name of this association shall be the Lincoln Road Task Force and its executive committee shall be named the Coordinating Council. ARTICLE II -- PURPOSE. The purpose of the Lincoln Road Task Force and its Coordinating Council shall be to propose and implement a program of short-term and long-term improvements, guide the comprehensive planning process, facilitate the implementation of physical improvements, and undertake marketing and management programs for the further revitalization of Lincoln Road. ARTICLE III -- AFFILIATION. The Task Force and its Coordinating Council shall act as an independent policy-making body. (a) The Task Force and its Coordinating Council shall provide policy guidance to the City Commission of the City of Miami Beach and shall work collaboratively with the City Manager and Administration in planning and implementing Lincoln Road improvement programs. (b) MBDC shall be the administering agency and shall provide such staff support, operating assistance and fiscal stewardship as requested by the Task Force and Coordinating Council, subject to available funding. (c) Endorsing Organizations are those major interest groups that undertake a policy commitment, a financial commitment and a working involvement in the planning and implementation effort. They include Lincoln Road based organizations, City-wide organizations and City government. ARTICLE IV -- MEMBERSHIP IN THE TASK FORCE. Lincoln Road property owners, merchants, tenants, residents, shoppers, artists and other persons evidencing a commitment to the purposes of the association shall be eligible for membership in the Lincoln Road Task Force. (a) Applicants may be admitted to membership upon a majority vote of the Coordinating Council, which shall be sensitive to assure a representative balance of members. (b) Members may be removed for lack of participation, including absence from three consecutive meetings, upon a majority vote of the Coordinating Council. (c) The City Manager or his designee shall serve as a member of the Task Force, the Coordinating Council, and the Process Management Committee. (d) The existing members of the Lincoln Road Task Force shall be the initial members hereunder. ARTICLE V -- MEETINGS OF THE TASK FORCE. Periodic meetings of the Task Force shall be convened by the chair or by majority vote of the Coordinating Council. Notice of each meeting shall be mailed to each member at least 8 days prior to the meeting, except under extraordinary circumstances as determined by vote of the process management committee. At any duly called and noticed meeting, a quorum shall be composed of those members present and voting. ARTICLE VI -- COORDINATING COUNCIL. (a) The Coordinating Council serves as the executive and coordinating committee of the Lincoln Road Task Force, operating within the broad policy parameters established by the Task Force. (b) Membership shall be designated by majority vote of the Coordinating Council subject to ratification at the next meeting of the Task Force. The existing members of the Coordinating Council shall be the initial members hereunder. (c) Meetings shall be convened by the Chair. Notice of , each meeting shall be mailed to each member at least 8 days prior to the meeting, except under extraordinary circumstances as determined by vote of the process management committee. At any duly called and noticed meeting, a quorum shall be composed of one-third of the members of the Coordinating Council. (d) The Coordination Council shall designate a Process Management Committee to take care of day-to-day matters and make the process work as smoothly as possible. Existing member of the Process Management Committee shall be the initial members hereunder. ARTICLE VII -- OFFICERS. The Coordinating Council shall annually, in October of each year, elect a chairman or co-chairmen and such other officers as shall from time to time be required. The Chair shall appoint such committees as shall be deemed necessary and shall exercise such other duties as are regular and normal for such organizations. ARTICLE VIII -- AMENDMENT. The By-Laws shall be initially adopted, amended or revoked by majority vote of the Coordinating Council, subject to ratification at the next convened meeting of the Lincoln Road Task Force. Adopted by Coordinating Council: October 6, 1992 . Ratified by Lincoln Road Task Force: October 14 , 1992 . . . ... , 11 DECISION MAKING PROCESS . ., The Resource Team offered a set of observations related to effective decision making to guide a community planning process. It was proposed that a collaborative, consensus building decision making model be used by the Task Force. There was general consensus among the group that this was an appropriate set of principles to guide the Lincoln Road Task Force. ✓ A collaborative problem solving process must of resources (dollars, in kind support services, include from the beginning all the individuals or personnel, etc.). groups responsible for final decisions or affected by i A participative process takes time, money and the decision, or have the power to block the staff support. Often, you must go slow to go fast. decisions. i The process of collaboration must be seen as ✓ If you don't agree on the problem, you'll never ongoing, not as a one-shot deal. agree on the solution. Collaborative problem i A collaborative process must be educational. solving is problem oriented vs solution oriented. Participants in each ring of involvement must be ✓ Participants in a collaborative process must educated about the issues. The process of own the process. They must be involved in designing the process. education is one of the important benefits of a ✓ Collaborative problem solving proceeds phase collaborative process. by phase with a check point for consensus at the / A collaborative effort must produce some end of each phase. immediate successes/spinoffs in order to .1 The key decision makers must agree to demonstrate its legitimacy and effectiveness. participate in the collaborative process and consider i A collaborative process must be open and it as an integral part of their"real"decision making visible.The public must be aware of it as it happens. process. Only the parties with the ultimate power Media and"spectaculars"are important tools. can make a win/win process. ✓The key to effective collaboration is how the ✓ The commitment of the key decision making meetings are run. The role of neutral,third party organizations must be evidenced by a commitment facilitator is crutial. TIME TABLE FOR THE PLANNING PROCESS Most of the workshop participants expressed serious concerns that the planning process move forward as quickly as possible and that critical issues of design be given priority attention as soon as possible. The following is an outline for the time table which was endorsed by the Task Force. APRIL/ MAY JUNE/JULY/AUGUST ..i.:i .;,,: U Seek Endorsements and Funding ' ' U Prepare Request forproposal U Meetings of Task Force&Committees `"— 0 Evaluate Submissions 0 Initiate Short Term Projects U Select Consulting Team SEPTEMBER / OCTOBER NOVEMBER / DECEMBER ,*iii:!:' ..::.,i 0 Market Research `— 0 Development Plan-- 0 Preliminary Vision Concept/Schematic/Design U Continue Short Term Projects 0 Management Systems Plan SHORT TERM IMPROVEMENTS. There was general agreement that it was not necessary to wait until some 1993 ..!i; kind of planning effort was completed to begin undertaking a series of actions which could lead to the immediate U Finance& Incentives improvement of the area. The effort to identify, prioritize and 0 Organization implement short-term improvements that was begun by MBDC U Construction Mitigation and the Mayor's Transition Team would be undertaken by the Lincoln Road Task Force as a high priority. EXHIBIT "C" OPERATING PROTOCOL Coordinating Council of the Lincoln Road Task Force and Miami Beach Development Corporation The Lincoln Road Task Force and its Coordinating Council are independent policy making bodies organized to guide the short term improvement program and the comprehensive planning process for the further revitalization of Lincoln Road. MBDC provides staff support, fiscal stewardship and other administrative services to the Task Force and its Council. BETWEEN THE MIAMI BEACH DEVELOPMENT CORPORATION AND CONSULTANTS FOREST CITY RATNER COMPANIES AND BENJAMIN THOMPSON & ASSOCIATES FOR PROFESSIONAL CONSULTING SERVICES THIS CONTRACT made and entered into this 3rd day of March, 1993 , by and among the MIAMI BEACH DEVELOPMENT CORPORATION, a not for profit corporation existing under the laws of the State of Florida (hereinafter referred to as "MBDC") , having its principal offices at 1205 Drexel Avenue, Miami Beach, Florida and FOREST CITY RATNER COMPANIES, a New York partnership authorized to do business in the State of Florida, whose address is One Metrotech Center North, 11th Floor, Brooklyn, New York 11201 ("FCR") and BENJAMIN THOMPSON & ASSOCIATES, a Massachusetts corporation authorized to do business in the State of Florida, whose address is 14 Story Street, Cambridge, MA 02138 ("BTA") . Hereinafter FCR and BTA are collectively referred to as "Consultant" . WITNESSET H: WHEREAS, MBDC, in conjunction with the Lincoln Road Task Force, intends to create a plan for the further revitalization of Lincoln Road within the City of Miami Beach, Florida, and wishes to enter into a 'contract with the Consultant to work with MBDC, the Task Force, and the City of Miami Beach to create such a plan at the agreed fees as set forth in this agreement; and WHEREAS, the Consultant desires to enter into an Agreement with MBDC forP erformance of professional services relative to this project and as more particularly hereinafter set forth; NOW, THEREFORE, MBDC and Consultant in consideration of the mutual covenants and agreements herein contained, agree as follows : ARTICLE 1. DEFINITIONS Additional Services: Services of Consultant which are outside the Basic Services, as defined herein and more specifically outlined in Schedules A and B. The Consultant may perform such additional services once authorized in writing by MBDC, and the City. Basic Services: Basic Services shall be defined as including the real estate design, development and master planning consulting services described in the proposal documents submitted by Consultant, as further set forth in Schedules A and B of this Agreement. City: The City shall mean the City of Miami Beach, a Florida municipal corporation having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida 33139 . Consultant: The Consultant is herein defined as Forest City Ratner Companies, a New York partnership authorized to do business in the State of Florida, whose address is One Metro Tech Center North, 11th Floor, Brooklyn, New York 11201 ("FCR") and Benjamin Thompson and Associates, a Massachusetts corporation authorized to do business in the State of Florida whose address is 14 Story Street, Cambridge, MA 02138 ("BTA") . Force Majeure: Force Majeure shall mean any delay occasioned by superior or irresistible force occasioned by violence in nature p without the interference of human agencies such as hurricanes, tornados, flood and total loss caused by fire and other similar unavoidable casualties, changes in federal , state, or local laws, ordinances, cpdes or regulations, enacted after the date of this agreement and having a substantial impact on the project, or other causes beyond the Consultant' s control or the control of MBDC, the Task Force and/or the City, or by any other such clauses which the Consultant and MBDC decide in writing justify the delay; provided, however that market conditions, labor conditions and similar matters which normally impact on the real estate planning and design process shall not be considered a force majeure. Lincoln Road Task Force or Task Force: Lincoln Road Task Force or Task Force shall mean a Florida unincorporated association having an office at c/o MBDC 1205 Drexel Avenue, Miami Beach, Florida 33139 . The Process Management Committee of the Task Force 2 . 4 shall be responsible for assisting the City, MBDC and Consultant in fulfilling their respective obligations under this Agreement. Project Area: Project Area shall mean Lincoln Road, an outdoor retail shopping area located in the City of Miami Beach, Florida, which is bounded by 16th Street to the south, 17th Street to the north, Biscayne Bay to the west and the Atlantic Ocean to the east. Proposal Documents: Proposal Documents shall mean the a) request for qualifications and proposals (RFQP No. 92/93_001 ) for an "interdisciplinary team of consultants to develop a comprehensive program for the further revitalization of Lincoln Road" issued by the City, the coordinating council of the Lincoln Road Task Force and MBDC, in contemplation of this Agreement, together with all amendments thereto, if any, and b) the Consultant' s proposal and response thereto ("proposal") which is incorporated by reference in this Agreement and made a part hereof. ARTICLE 2 . BASIC AND ADDITIONAL SERVICES BASIC SERVICES The Consultant shall provide the Basic Services for the Project as set forth in Schedule A attached hereto, within the time specified in the Time Line for Basic Services as set forth in Schedule B attached hereto. The Consultant may be requested to provide Basic Services for Phase II of the Project, which may include the preparation of construction and other documents for improvements to Lincoln Road. The Scope of Services, Time of Completion and Fee for such Phase II services shall be subject to negotiation between the parties, and schedules shall be prepared substantially similar to Schedules A & B attached hereto. ADDITIONAL SERVICES Unless specifically provided for in this Agreement, any service which MBDC requests to be performed by Consultant not specifically included within the scope of Basic Services for Phase 3 I of the Project shall be deemed to be an Additional Service. Any Additional Service must be authorized in writing by the parties to this Agreement, and subject to the prior approval of the City, in advance of its performance. Fees for Additional Services shall be either a negotiated lump sum or in accordance with the hourly fees set forth in Schedule C. ARTICLE 3 - TIME OF COMPLETION TIME It is understood that time is of the essence in the completion of this Project, and in this respect the parties agree that the Consultant shall perform the Basic Services, as expeditiously as is consistent with the standard of professional skill and care required by this Agreement and the orderly progress of the work. A reasonable extension, or reasonable changes to, the time line performance of the Basic Services, as set forth in Schedule B, not caused or created by the failure of MBDC, the City and the Task Force top erform their respective responsibilities under this Agreement, shall be granted, provided that Consultant certifies that the remaining scope of Basic Services is capable of being completed on or before the expiration of the term of this Agreement. Any changes to the time line for the performance of Basic Services requested by MBDC, the City or the Task Force, or required due to the failure of MBDC, the City or the Task Force to perform or cause to be performed their responsibilities under this Agreement, shall be governed by the provisions of Article 2 and 6 of this Agreement. ARTICLE 4 . PAYMENTS TO THE CONSULTANT The total compensation to be paid to the Consultant by MBDC on account of the scope of work included in the Basic Services for the project, shall be the lump sum fixed fee amount of $165 , 000 . Except as otherwise provided in this Agreement such lump sum fee of $165, 000 shall include all out-of-pocket expenses of Consultant complete required to the Basic Services scope of work, including q 4 but not limited to travel , long distance telephone, computer service, auto rental , hotel accommodations, reproduction costs, printing, etc. PAYMENTS ON ACCOUNT OF BASIC SERVICES - PHASE I Payment for the scope of work included in the Basic Services, as described in Schedule A, shall be made to the Consultant in five (5) installments, pursuant to Consultant ' s delivery of the work product documents as set forth in Schedule A; said work product due and deliverable to MBDC (with a copy to the City) at the conclusion of the individual phases of work as outlined on Schedule B and in totem consisting of the scope of work to be performed as the Basic Services for the Project. The City and MBDC shall review and in writing approve (or request changes to) each document submission within fifteen (15) days of receipt thereof. MBDC and the City shall not unreasonably withhold their approval of any document submission provided such submission is in substantial conformance with the requirements of the particular work product document as set forth in Schedule A. Installment payments to the Consultant shall be as follows: 1. Payment of the first installment in the amount of $30, 000, shall be made by MBDC within fifteen ( 15) days of MBDC and City' s review and acceptance for conformance of the following work product: SUMMARY DOCUMENT PRESENTING DESCRIPTION OF EXISTING CONDITIONS, RELEVANT ECONOMIC AND MARKETING DATA, ANALYSIS OF MARKET AND ECONOMIC DATA, AND IDENTIFICATION OF TARGET MIX OF USES. 2 . Payment of the second installment in the amount of $20, 000, shall be made by MBDC within fifteen (15) days 5 i of MBDC and City ' s review and acceptance for conformance of the work product document entitled: SUMMARY DOCUMENT OUTLINING AGREED GOALS FOR THE LINCOLN ROAD REVITALIZATION PROGRAM, NARRATIVE AND GRAPHIC DEPICTION OF "OUR SHARED VISION FOR LINCOLN ROAD" 3 . Payment of the third installment in the amount of $20 , 000, shall be made by MBDC within fifteen ( 15) days of MBDC and City' s review and acceptance for conformance of the following work product: SUMMARY DOCUMENT AND GRAPHIC ILLUSTRATIONS PORTRAYING COMPONENTS OF PHYSICAL PLAN, INCLUDING SCHEMATIC ILLUSTRATIONS PORTRAYING ALTERNATIVE DESIGN TREATMENT FOR PUBLIC SPACES WITHIN THE STUDY AREA, DESIGN GUIDELINES FOR PUBLIC AND PRIVATE BUILDINGS, SPACES AND STREETSCAPES . MORE DETAILED ILLUSTRATIVE PRESENTATION OF SELECTED ALTERNATIVES. 4 . Payment of the fourth installment in the amount of $20, 000, shall be made by MBDC within fifteen ( 15) days of MBDC and City' s review and acceptance for conformance of the following work products: a. ) SUMMARY DOCUMENT DESCRIBING THE ESTABLISHMENT, FINANCING AND IMPLEMENTATION OF THE MARKETING AND MANAGEMENT PROGRAM b. ) SUMMARY DOCUMENT DESCRIBING SUGGESTED AND AGREED UPON GOVERNANCE STRUCTURE c. ) SUMMARY DOCUMENT DESCRIBING FINANCING, INCENTIVES , RETENTION AND MITIGATION PROGRAM REQUIRED TO IMPLEMENT THE REVITALIZATION PROGRAM 6 5 . Payment of the final installment in the amount of $75, 000, shall be made by MBDC within fifteen (15) days of . - - • - e MBDC and City ' s review and acceptance for conformance of the following work product document: FINAL REPORT The Consultant shall submit an invoice to MBDC and the City accompanying each aforementioned work product document, and for the installment compensation provided above. The invoice shall be submitted in such form and detail as MBDC and/or the City may reasonably require. All payments shall be made to FCR as agent for the Consultant. Notwithstanding the foregoing, if pursuant to Article 6 , the City or MBDC terminate this agreement for convenience or pursuant to Article 6, Consultant duly terminates this agreement for cause, then MBDC shall pay to Consultant as liquidated damages hereunder within fifteen days of the termination date, all amounts payable hereunder for services satisfactorily rendered plus one third of the sum otherwise payable for the fifth and final installment payment. The parties agree that damages to Consultant due to termination for the reasons set forth above are impossible to ascertain and the aforementioned payment shall satisfy the obligations of the parties hereunder in full . If the entire services covered by this Agreement have not been completed within twelve (12) months of the date hereof, through no fault of the Consultants or its consultants, the unspent fee balance set forth herein shall be adjusted upwards to compensate for changes in the cost of living and other matters acceptable to the parties. PAYMENT ON ACCOUNT OF ADDITIONAL SERVICES Payment on account of the Consultant ' s Additional Services as defined in Article 2 shall be made by MBDC within fifteen (15) days 7 of presentation of the Consultant' s detailed statement or invoice of services rendered or expenses incurred, which shall be rendered to MBDC and the City. All payments shall be paid to FCR as agent for Consultant. CONSULTANT'S ACCOUNTING RECORDS Records of expenses and services performed as agreed between MBDC and Consultant shall be kept on the basis of generally accepted accounting principles and shall be available to MBDC and the City and/or their authorized representatives. ARTICLE 5. OWNERSHIP AND USE OF DOCUMENTS All finished and unfinished, documents, summary document, final report, data, studies, surveys, drawings, specifications, maps, photographs, reports, books and estimates gathered and prepared for by the Consultant pursuant to this Agreement shall be the property of MBDC throughout the duration of this Agreement, but shall be held in trust by MBDC for the exclusive use of the City. All of the foregoing materials shall be made available, upon request, to MBDC and the City as provided herein. ARTICLE 6. TERMINATION, SUSPENSION AND SANCTIONS RIGHT TO TERMINATE FOR CAUSE MBDC and/or the City may terminate this Agreement for cause in the event that, if through any cause within the reasonable control of the Consultant, the Consultant shall fail to fulfill in a timely manner, or otherwise violates any of the covenants, agreements, or stipulations material to this Agreement. Prior to exercising its option to terminate for cause, the City and/or MBDC shall notify Consultant of its violation of the particular terms of this Agreement and shall grant Consultant thirty (3 0) days to cure such default. If such default remains uncured after thirty (30) days, MBDC and/or the City, upon seven days notice to Consultant, may terminate this Agreement. In that event, all finished and unfinished documents, data, studies, surveys, drawings, maps, 8 models, photographs, reports and other products prepared by the Consultant and its subcontractors shall be properly delivered to MBDC, with a copy to the City, if so requested, and MBDC shall compensate the Consultant in accordance with Article 4 for all services performed by the Consultant prior to termination. The Consultant, upon written notice to MBDC and the City as hereinP rovided, may terminate this Agreement for cause in the event that MBDC and/or the City willfully or in bad faith violates any provisions of this Agreement or unreasonably delays payment for the Basic Services or, despite Consultant ' s timely and acceptable performance ormance of its obligations hereunder, MBDC, the Task Force and the City are unable to agree upon the Project goals within the time period specified in Schedule B attached hereto. Prior to exercising its option to terminate for cause, Consultant shall notify MBDC and the City of its violation of this agreement (includingwithout limitation its obligation to agree upon project goals within the appropriate time period) and shall grant MBDC and the City thirty (3 0) days to cure such default. If such default remains uncured after thirty (30) days, Consultant may terminate this agreement upon seven days notice to MBDC and the City. If Consultant exercises its termination right, MBDC shall compensate the Consultant, in accordance with Article 4 , for all services performed by the Consultant prior to its exercise of said termination. • MBDC shall have the right to suspend or abandon the services called for in this Agreement. If the project is suspended or abandoned in whole or in part for more than three (3) months, the Consultant shall be compensated for all services satisfactorily performed prior to receipt of written notice from MBDC of such suspension or such abandonment. The Consultant must provide MBDC with all documents, reports, drawings, computer reports and the like reflecting the work completed to date. If the project is 9 resumed after being suspended for more than three (3) months, the Consultant' s compensation shall be equitably adjusted. In the event this Agreement is terminated by MBDC and/or the City for cause, MBDC and/or the City may take over the performance of the Basic Services and complete them, by contracting with other Consultant (s) . In the event of Termination for Cause by MBDC and/or the City, no payments to the Consultant shall be made for services not satisfactorily performed, and for assembly or submittal of documents for the services performed satisfactorily or unsatisfactorily. Notwithstanding the above, upon termination of this Agreement for cause by MBDC or the City, the Consultant shall not be relieved of liability to MBDC and/or the City for damages sustained by MBDC and/or the City as a direct result of the breach of the Agreement by the Consultant which resulted in the termination for cause, and MBDC may reasonably withhold payments to the Consultant for the purposes of set off until such time as the exact amount of damages due MBDC and/or the City from the Consultant is determined. TERMINATION FOR CONVENIENCE MBDC and/or the City may, for their convenience, terminate the services then remaining to be performed at any time by giving written notice to the Consultant of such termination, which shall become effective seven (7) days following receipt by Consultant of the written termination notice. In that event, all finished or unfinished documents and other materials as described in Section A shall be properly delivered to MBDC and, if requested, with a copy to the City. If the Agreement is terminated by MBDC and/or the City as provided in this Subsection, then MBDC shall compensate the Consultant in accordance with Article 4 and in addition shall reimburse the reasonable direct costs of Consultant for the assembly and delivery to MBDC and the City of all documents. Such payments shall be the total extent of MBDC and the City' s liability 10 to the Consultant upon termination as provided for in this Subsection. Implementation of Termination In the event of termination either for cause, or for convenience, the Consultant, upon receipt of the notice of termination (and after the expiration of all applicable cure periods) shall : stop the performance of Basic Services under this Agreement on the date and to the extent specified in the notice of termination; place no further orders or subcontracts except as may be necessary for completion of any portion(s) of the Basic Services not terminated, and as authorized by the written notice; terminate all orders and subcontracts to the extent that they relate to the performance of the Basic Services terminated by the notice of termination; promptly assemble and submit as provided herein all documents for the Basic Services performed, including drawings, calculations, specifications, correspondence, and all other relevant materials affected by the termination; complete performance of any Basic Services as shall not have been terminated by the notice of termination. Non-Solicitation The Consultant warrants that it has not employed or retained any company or person, other than an employee working solely for the Consultant, to solicit or secure this Agreement; and that it has not paid, nor agreed to pay any company or other person any fee, commission, gift or other consideration contingent upon the execution of this Agreement. For breach or violation of this warranty, MBDC and/or the City has the right to annul this Agreement without liability to the Consultant for any reason whatsoever. 11 ARTICLE 7 . BASIS OF COMPENSATION INTENTIONALLY OMITTED ARTICLE 8. INSURANCE The Consultant shall comply throughout the term of this agreement with the insurance stipulated herein. It is agreed by theP arties that the Consultant shall not commence with the Basic Services until a certificate of insurance evidencing the following insurance coverage has been furnished to MBDC and the City' s Risk Manager. The Consultant will maintain in effect the following insurance coverages: (a) Architects and Engineers Professional Liability Insurance in the amount of Five Hundred Thousand ($500, 000. 00) Dollars per occurrence on a claims made form. (b) Comprehensive General Liability Insurance in the amount of $1, 000, 000. 00 Single Limit Bodily Injury and Property Damage coverage for each occurrence, which will include products, completed operations, and contractual liability coverages. MBDC and the City must be named as additional insureds on this policy. (c) Worker' s compensation and employer' s liability coverage within the statutory limits of the State of Florida. (d) Thirty (30) days prior written notice of cancellation or a substantial modifications in the insurance coverages must be given by the Consultant to MBDC and the City' s Risk Manager. (e) The insurance must be furnished by an insurance company rated B+:VI or better, or its equivalent, according to Bests ' Guide Rating Book and must additionally be furnished by insurance companies dulyauthorized to do business in the State if Florida P and countersigned by the company ' s Florida resident agent. ARTICLE 9 . INDEMNIFICATION In consideration of a separate and specific consideration of $10 . 00 and other good and valuable consideration the receipt of which is hereby acknowledged, the Consultant hereby agrees to 12 indemnify, defend and hold MBDC and the City and their respective employees, agents and authorized representatives harmless with respect to any and all costs, claims, damages and liability which may arise out of the performance of the services under this Agreement as a result of any negligent acts, errors or omission of the Consultant, or the Consultant ' s sub-consultants, if any, or any other person or entity under the direction or control of Consultant. The Consultant shall defend all such suits, with the City and MBDC having the right to approve defense counsel , in the name of MBDC and the City, their employees, agents and authorized representatives when applicable, including appellate proceedings, and shall pay all costs, judgments and attorneys ' fees which may issue thereon. MBDC and the City agree not to settle any claim for which Consultant is responsible hereunder without first obtaining the consent of Consultant, such consent not to be unreasonably withheld or delayed. MBDC and the City shall notify Consultant promptly of any claim which may be subject to indemnification by Consultant hereunder. ARTICLE 10 . ARBITRATION All claims, disputes and other matters in question between the Consultant and MBDC arising out of, or relating to this Agreement may at MBDC option, and only upon the exercise of that option by MBDC, together or separately as MBDC sees fit, be decided by arbitration in accordance with the Rules of the American Arbitration Association then in effect. Any arbitration arising out of or relating to this Agreement may include by consolidation, joinder or in any other manner, at MBDC' s option, any other entities or persons whom MBDC believes to be substantially involved in a common question of fact or law. In the event that more than one claim, dispute or other matter in questions shall be in existence at the same time, MBDC may at its option decide which of such claims, disputes or other matters in question shall be arbitrated and which shall not be arbitrated. Such decision shall be final and unappealable, and no arbitration 13 shall be authorized to consider, decide, or make any award on any claim or matter which MBDC has determined shall not be arbitrated. In the event that the Consultant wishes to request arbitration of any claim, dispute or other matter in question, the Consultant shall file a notice of demand for arbitration in writing with MBDC specifically describing the claims, disputes and other matters in question which the Consultant wishes to submit to arbitration. The Consultant may not unilaterally elect arbitration or cause arbitration to occur. MBDC has the sole discretion to decide whether or not any such claims, disputes, and other matters shall be submitted for arbitration. If MBDC wishes to submit any claim, dispute or other matter in question, whether or not it is the subject of a request for arbitration by the Consultant, MBDC shall file a notice of demand for arbitration with the American Arbitration Association and with the Consultant. MBDC shall have the right, but not the obligation, by so electing in its arbitration demand, to invoke the following method of selection of arbitrators in lieu of that otherwise provided by the American Arbitration Association Rules. If MBDC so elects in its notice of demand for arbitration, MBDC may appoint one party- appointed arbitrator in its notice of demand for arbitration. If MBDC does so, the Consultant may, within ten (10) days, appoint a second party-appointed arbitrator. These two party-appointed arbitrators shall , within thirty (3 0) days, or such further time as may agreed a reed upon between MBDC and the Consultant, appoint a third arbitrator. If the party-appointed arbitrators fail to appoint a third arbitrator, the third arbitrator shall be appointed in accordance with the Rules of the American Arbitration Association. MBDC may elect in its notice of demand for arbitration, to have the discovery rights and procedures provided by the Florida Rules of Civil Procedure to be available and enforceable within the arbitration proceeding. In any case in which MBDC elects to submit a claim, dispute, or other matter in question to arbitration as provided herein, MBDC shall, at its sole discretion, select the locale for the 14 arbitration. Any request or demand for arbitration hereunder shall be made before the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Agreement to arbitrate shall be specifically enforceable by MBDC under the prevailing arbitration law. any award rendered by arbitrators shall be final and enforceable by any party to the arbitration, and judgment may be rendered upon it in accordance with applicable law in any court having jurisdiction thereof. Consultant and MBDC mutually agree to arbitrate under the terms and conditions outlined in this Article. Consultant has included in the contract price to be paid on this contract a sum of not less than ten dollars ($10 . 00) as compensation and consideration for irrevocably offering the foregoing options and arbitration rights to MBDC. In further consideration for such irrevocable offer and grant of the foregoing options and arbitration rights to it, MBDC agrees that, notwithstanding its right and discretion not to do so, it shall arbitrate, after the final completion of the services for the project, any claims which Consultant selects which total , in the aggregate, up to ten thousand dollars ($10, 000 . 00) . MBDC' s obligation to arbitrate such claims totalling up to ten thousand dollars ($10, 000 . 00) shall be specifically , enforceable by Consultant under the prevailing p Y arbitration law and any award rendered by the arbitrator(s) shall be final and enforceable by any party to the arbitration, and judgment may be rendered upon it in accordance with applicable law in any court having jurisdiction thereof. Unless otherwise agreed in writing, and notwithstanding any other rights or obligations of either of the parties under any other agreements, the Consultant may at its option, such option not to be unreasonably exercised, carry on with the performance of its services and duties hereunder during the pendency of any claim, dispute, other matter in question or arbitration or other proceedingto resolve any claim, dispute or other matter in question, and MBDC shall continue to make payments to the 15 Consultant in accordance with this Agreement, but MBDC shall be under no obligation to make payments to the Consultant on or against such claims, disputes, or other matters in question, during the pendency of any arbitration or other proceeding to resolve such claims, disputes or other matters in question. MBDC and Consultant agree to abide by the Arbitrator' s recommendation as to which party shall bear the costs of arbitration. ARTICLE 11. LIMITATION OF LIABILITY MBDC desires to enter into this Agreement only if in so doing MBDC can place a limit on its liability for any cause of action for money damages due to an alleged breach by MBDC of this Agreement, so that its liability for any such breach never exceeds the amount of fee for the performance of all Basic Services and Additional Services to be performed by the Consultant hereunder. Consultant hereby expresses its willingness to enter into this Agreement with Consultant' s recovery from MBDC for any damage action for breach of contract to be limited to a maximum amount of the Consultant Fee set forth hereunder plus any agreed-upon fees for Additional Services, less the amount of all funds actually paid by MBDC to Consultant pursuant to this Agreement. Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant hereby agrees that MBDC shall not be liable to Consultant for damages in an amount in excess of the amount of such fees, which amount shall be reduced by the amount actually paid by MBDC to Consultant hereunder, for any action or claim for breach of contract arising out of the performance or non- performance erformance of any obligation imposed upon MBDC by this Agreement. ARTICLE 12 . DURATION AND EXTENT OF AGREEMENT The term of this Agreement shall be for a period of one-year from the date of this Agreement. Provided, however, that as to any Additional Service requested by MBDC, and/or the City within such 16 one-year period, such services may be completed beyond such one- year period. This Agreement represents the entire and integrated agreement between MBDC and the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral . This agreement may be amended only by written instrument signed by both MBDC and Consultant utilizing the same formalities as were used for its adoption. ARTICLE 13 . ADDITIONAL DUTIES, RESPONSIBILITIES AND CONDITIONS 1. Consultant and MBDC herein acknowledge that the City has certain rights and obligations as an intended third party beneficiary under this Agreement. MBDC shall use all reasonable efforts in assuring that the City, where applicable, performs its obligations in accordance with the terms and conditions herein pertaining to it. A failure of the City to perform its obligations under this Agreement shall be deemed a default by MBDC under this Agreement. Consultant also acknowledges and agrees that as an intended third party beneficiary, the City shall have available to it all legal and equitable rights and remedies accruing from such status. 2 . MBDC, as the Administrative agent of the Task Force shall be the body with final authority to act into this Agreement on behalf of the Task Force. 3 . MBDC, the Task Force and the City shall have prior written approval of any assignment, sale, transfer or subletting of this Agreement or any interest therein and any subcontracts made pursuant to this Agreement. Assignment and transfer shall also be defined to include transfer of more than 50% of a controlling interest in Consultant. 17 1 t , t t 4 . MBDC, the Task Force and the City hereby consent to and approve the subcontracting of certain services to be performed by Consultant to: Kimley Horn and Associates, Inc. c/o of the Car Building 3113 Lawton Road Suite 200 Orlando, Florida 32803 Attn: Mr. Daniel Brame William, Jackson, Ewing c/o South Calvert Street Calvert Street Baltimore, Maryland 21202 Attn: Lehr Jackson Mr. Harry Aristides Millas c/o University School of Architecture P.O. Box 249178 Coral Gables, Florida 33124-5010 5. The President of MBDC shall review, approve, disapprove or otherwise comment upon the Consultant ' s proposals for the Project after they are submitted to MBDC by the Consultant and after receiving the City' s comments and approvals regarding same. The President shall use all reasonable efforts in ensure that the responsibilities of MBDC and the City under this Agreement are fulfilled in a timely manner. 6. The respective rights, duties and obligations of MBDC, the Task Force and the City are set forth in that certain Agreement between MBDC and the City dated March 24 , 1993 , a copy of which is attached hereto as Schedule D (the "Lincoln Road Revitalization Agreement") . MBDC agrees to use all reasonable good 18 ' ', ► faith efforts to fulfill and to cause the City and the Task Force to fulfill their respective obligations under the Lincoln Road Revitalization Agreement. 7 . All architects required by the needs of this project shall be duly licensed and admitted to practice architecture in this State pursuant to Chapter 41, Florida Statutes, and additionally possessing the requisite occupational licenses from the City and the County. All engineers required by the needs of this project shall be duly licensed and certified by the State of Florida to engage in the practice of engineering in this state. All special inspectors, if any, required by the needs of this project shall be duly certified, licensed and registered under Chapter 471, Florida Statutes, as an Engineer, or under Chapter 481 as an Architect, and shall additionally possess the requisite occupational license from the City and the County. All persons required by the needs of this contract shall be authorized to conduct business in the State of Florida pursuant to applicable law. All architects required by the needs of this Project shall apply the highest standard of care available in the industry for such architectural work. 8 . The Consultant herein designates each of the following individuals to represent each constituent member of Consultant (including all authorized sub-consultants) during all workshops, public hearings, and meetings described in Schedule B and all scheduled conference calls made to review the performance status of the Basic Services: Benjamin Thompson & Associates: Mr. Benjamin Wood Forest City Ratner Companies: Mr. Paul Travis Lehr, Jackson & Ewing: Mr. Lehr Jackson Kimley Horne & Associates: Mr. Daniel Brame Mr. Aristedes Millas 19 No constituent member of Consultant may change the designated authorized representative for this Project for the meetings and conferences (telephone or otherwise) included in the scope of Basic Services without first obtaining the prior written consent of MBDC and the City, such consent not to be unreasonably withheld or delayed. 9 . The Consultant shall be liable for the Consultant ' s services, responsibilities and liabilities under this Agreement and the services, responsibilities and liabilities of any sub- consultants, and any other person or entity acting under the direction or control of the Consultant. When the term "Consultant" is used in this Agreement it shall be deemed to include any sub- consultants and any other person or entity acting under the direction or control of Consultant. 10. All notices required to be executed by Consultant under this Agreement may be executed by an authorized signatory of FCR on behalf of all members of the project team without further action of the parties. 11. The following "Schedules" shall be attached to the Agreement and referred to and incorporated in the Agreement, as follows: Schedule A - Scope of Work for Basic Services - Phase I Schedule B - Time Line for Basic Services. Schedule C - Hourly Rates for Additional Services. Schedule D - Lincoln Road Revitalization Agreement. 12 . MBDC agrees to perform, at its sole cost and expense, all services necessary to publicize, organize and implement the workshops and public meetings included as part of the Basic Services. MBDC' s responsibilities will include, without limitation, selecting a site for all such meetings within the Project Area, publicizing all scheduled meetings in a manner 20 acceptable to MBDC, the Consultant, the Task Force and the City and ensuring that all facilities requested by Consultant as being necessary for the meeting or workshop are available (e.g. , overhead projectors, loudspeaker systems, etc. ) . MBDC shall also provide, at no cost to Consultant, office space and ancillary office services (e.g. existing computers, telephone systems, secretarial staff) as may, from time to time, be necessary and desirable for Consultant to perform the Basic Services while residing in the Project Area from time to time throughout the term of this Agreement. 13 . MBDC represents that it has sufficient funds budgeted to complete its obligations under this Agreement. 14 . At MBDC' s discretion, it may furnish accounting and insurance counseling services as may be required at any time for the Project. 15 . If MBDC observes or otherwise become aware of any fault or defect in the Project or non-conformance with the contract documents, prompt written notice thereof shall be given by MBDC to the Consultant. 16. Without abrogating or modifying any of the time periods specifically agreed to herein, MBDC shall furnish required information and services and render approvals and decisions in writing as expeditiously as necessary for the orderly performance of the Basic Services. No approvals required by MBDC during the various phases of the Project shall be unreasonably delayed or withheld; provided that MBDC and/or City shall at all times have the right to approve or reject the proposed submission of Consultant on any reasonable basis within the time periods set forth herein. 21 17 . The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of the contract. Neither party shall assign, sell , pledge or otherwise transfer this contract or any portion thereof, without written authorization and consent of the other party to this Agreement. The parties agree that the Consultant ' s services are unique in nature and that the Consultant may only receive such authorization by way of an amendment to this Agreement. Each of the two consultants, FOREST CITY RATNER COMPANIES AND BENJAMIN THORSON & ASSOCIATES , shall be jointly and severally liable for all the obligations and liabilities of Consultant under this Agreement. 18 . The Consultant, its consultants, agents and employees and sub-contractors, shall comply with all applicable federal , state and county laws, the charter, related laws and ordinances of the City of Miami Beach, and with all applicable rules and regulations promulgated by local , state and national boards, bureaus and agencies as they relate to this project. 19 . This Agreement shall be enforceable in Dade County Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein exclusive venue for the enforcement of same shall lie in Dade County Florida. 20 . All written notices given to MBDC and/or the City by Consultant shall be addressed to: Denis Russ, President, Miami Beach Development Corporation, at the address first set forth above with a copy to the City Attorney, 1700 Convention Center Drive, Miami Beach, Florida 33139 . All written notices from MBDC or the City to the Consultant shall be addressed to Forest City Ratner Companies at the address first set forth above to the attention of Mr. Paul Travis, with copies sent to Benjamin Thompson & Associates at the address first set forth above to the attention of Mr. 22 Benjamin Wood. Each party (and the City) can change the address or individual to which notices may be sent upon the delivery of a notice in the manner required herein. All notices mailed by either party (and the City) shall be deemed to be sufficiently transmitted if sent by certified mail , return receipt requested or by recognized overnight courier. 22 . The parties hereto acknowledge and agree, that although the City has the right to approve certain submittals of Consultant under this Agreement, the City is not a party to this Agreement and, except as otherwise provided in this Agreement, the City shall have no liability whatsoever under the Agreement. Except as otherwise provided in this Agreement, all liabilities of the City are set forth in the Lincoln Road Revitalization Agreement between the City and MBDC. IN WITNESS WHEREOF, the parties hereto have hereunto caused these presents to be signed in their names by their duly authorized officers and principals, attested by their respective witnesses on the day and year first hereinabove written. MIAMI BEACH VELOP NT CORPORATION By: j>/iA-e De s Russ, Presieent CONSULTANT: FOREST CITY RATNER COMPANIES WITNESS B : AP/C-- 44111( (Signature) / 4 P P\t,t is (Type Name of Person Signing) WITNESS BENJAMIN THOMPSON & ASSOCI7.T :3 . 140 (S igna t i re) dLL44 AA tionUVO°P (Type Name of Person Signing) a:jm:agreement.2 April 1, 1993 FORM A"ROVED L -AL IEPT. Date / /93 ' a SCOPE OF SERVICES -- BASIC SERVICES The Consultant shall develop a comprehensive revitalization program for Lincoln Road that will analyze market opportunities and economic potential, forge a community-based consesus of the vision for Lincoln Road, and formulate a comprehensive strategy for the area's future development. That strategy includes both a physical development program as well as a business and economic development program which collectively are intended to achieve and realize the community's shared vision for Lincoln Road. The Consultant shall provide the tasks and end products hereafter described as Basic Services under this Agreement. 1. Market Analysis and Economic Analysis 1 .1 Assemble population, demographic and economic data 1 .2 Assemble visitor volume and demographic data i 1 .3 Economic condition and trends of district 1 .4 Survey existing business activity analysis Occupancy rates, Rent levels, Sales data, Pedestrian Street counts/frequency of visits, Population and demographic data, Visitor demographics, Hotel Occupancy, Time / operation analysis 1 .5 Market Segment Analysis Residential target areas, Youth/family/elderly populations, Seasonal populations, Tourists / convention visitors, Restaurant visitors, Arts/entertainment/Museum visitors, Office market 1 . 6 Target Market mix for new uses -- comparison tp existing Retail & Specialty Retail, Restaurant & food, Cultural/Arts/ Entertainment, Office, Residential, Hotel/Convention/tourism. Prepare an economic analysis and assemble and analyze relevant market data. Overview the Study Area and Economic Conditions and Trends in the Study Area. Assemble population, demographic, economic data. Assemble visitor volume and demographic data. Identify Existing Business Activity. Identify customer and potential customer needs. Such information should also include: pedestrian street counts, occupancy rates, rent levels, sales data, population and demographic data, frequency of visits, visitor demographics, hotel occupancy, day and night hours of operation during the week and on weekends. Consider the various market segments including: a) residential target areas ( immediately surrounding neighborhood, Islands and 41st Street circle, City-wide and regional circle) ; b) youthful, family, elderly age segmentation; c) Seasonal residents and visitors; d) tourist resort visitors and convention delegate visitors; e) regional restaurant/entertainment visitors. Based upon the above Overview derive a target mix of functional uses for Lincoln Road, including retail, office, arts, entertainment, eating, residential, and other uses. Describe the gap between the current status and the targeted mix. The consultant should undertake to detail market data and in subsequent stages of this study to develop program initiatives in the following program sub-components: Retail and Specialty Retail Cultural / Arts Entertainment / Restaurant Office Residential BASIC SERVICES PAGE NO. 1 ' a Hotel / Tourism / Convention. Consider the advisability of initiating facilitated community committees to review market data material and other plan components in order to develop during the planning process a greater community-based implementation capability. End Product: Summary Document presenting description of existing conditions, relevant economic and marketing data, Analysis of Market and Economic data, and identification of target mix of uses. 2 . Develop a shared vision for the future of Lincoln Road based upon economic conditions and opportunities and the values of this community. 2 . 1 Community work session Presentation of Research Establish shared Goals and Vision 2 .2 Market test of ideas A proposed vision for Lincoln Road should be developed through Review of existing plans for Lincoln Road Overview of historical and emerging role of Lincoln Road Economic, cultural, artistic, historical evaluation Resident and business interviews and focus groups Test the derived vision with market reality and the community's acceptance. It is understood that development of a shared vision for Lincoln Road is a critical element in the revitalization program. This common vision should be established early in the planning process with substantial community participation. The Coordinating Council is open to suggestions regarding the methodology of forging a consensus about Lincoln Road's future. Design of public spaces is an important component of the plan. Consideration should be given to developing consensus building processes in establishing a shared vision for Lincoln Road that can be employed in addressing the design of public spaces. End Product: Summary Document outlining agreed goals for the Lincoln Road Revitalization Program, narrative and graphic depiction of "Our Shared Vision for Lincoln Road" 3 . Physical Planning. 3 .1 Existing condition plans Existing use plan, Vacancy Analysis, Review existing plans and studies, Existing parking/traffic, Existing Streetscape/Signage/ Linghting Plans, Climatic/solar influences 3 .2 Study Model / Video Analysis 3 .3 Historic Rsources Plan 3.4 Public Space Design Land Use / Zoning Regulations, Public Space identity and activity, Preservation restrictions & encouragement, Development opportuni- ties, Streetscape improvements / lighting, Design Guidelines for Public Space improvements 3 .5 Access / Circulation / services Parking needs & requirements, Public Transportation improvements, Pedestrian Access, Servicing/Utilities 3 .6 Retail Merchandising Plan / Diversification Tenant opportunities/mix, Merchandising Plan BASIC SERVICES PAGE NO. 2 3 . 7 Cost Estimates and Phasing of Public Space Improvements 3 .8 Summary of Physical planning and urban design recommendations 3 .9 Community Design Workshop [The physical development plan will be created through an inter- ative process between the design team and the community to create recommendations regarding the environment utilizing pecial tools and techniques developed by BTA to simulate space and urban scale. These working models, computer programs, and video simulations will be used during the study and reamin in Miami Beach as tools for marketing and implementation and long term management in this special district . ] Undertake a comprehensive physical development plan for Lincoln Road -- its buildings and spaces, its environs and surroundings. Descriptive Analysis of Present Conditions Review of Historical Development and Existing Plans Identify Relevant Local, National and International Trends Land Use and Zoning Regulation Urban Design and Streetscape Graphic Signage Direction System Public Space Improvements Private Property Design Requirements Preservation and Development Opportunities Parking, Circulation and Transportation Infrastructure, Public Works and Utilities Landscaping, Lighting Neighboring Uses and Relevant Noise Standards Linkages and Connections with Surrounding Areas Program Action Plans Public Sector Capital Improvement Program Private Sector Improvement Program Examine and develop recommendations to strengthen Lincoln Road's connections and linkages to adjacent areas in order to maximize the opportunities to draw people from the Convention Center, Jackie Gleason Theatre, City Hall, the Art Deco District, and the beach and oceanfront hotels. Seek flexibility in the plan so that Lincoln Road can adapt to changing economic conditions. Recommend means of improving the pedestrian and vehicular circulation systems, including access to the area, internal circulation, parking, delivery and signage. Consider revitalization techniques that will achieve a strong, intensely used pedestrian core capable of attracting further retail development. Consider facilitation of development opportunities within the target area, including specifically the 17th Street/Washington Avenue 2-story garage, the at-grade parking lots adjacent to Lincoln Road, Meridian Ave/Lincoln Lane public and private spaces, the adaptation of under utilized office buildings. Recommend ways to encourage uses that will serve as anchors and magnets to draw people to Lincoln Road. Seek to develop a Bayfront and Beachfront connection. Design of Public Spaces is an Important Component of the Study. Develop alternative streetscape schematic presentations to enable the BASIC SERVICES PAGE NO. 3 community to determine the nature and program of urban design and public space improvements to be undertaken on Lincoln Road. In this way, facilitate the determination of changes to be made to the pedestrian mall -- should it continue to be closed to traffic, be opened, or be flexible so that it can be opened or closed. After public resolution of the nature of public space design, the consultant team will more rigorously describe the street and sidewalk improvements, landscaping, pedestrian lighting, street furniture and other public space improvements. End Product: Summary Document and graphic illustrations portraying components of Physical Plan, including schematic illustrations portraying alternative design treatment for public spaces within the study area, Design Guidelines for public and private buildings, spaces and streetscapes . More detailed illustrative presentation of selected alternatives. 4. Management and Marketing Programs. 4 .1 Common Area Maintenance Streetscape maintenance / Lighting / Directories, Landscape mainteance, Sanitation, Enforcement of Design Criteria 4 .2 Security 4 .3 Transportation Man a gemen t Parking management, Shuttle bus / transportation, Circulation flow - vehicle & Pedestrian 4 .4 Marketing Program Common Advertising, Publicity and promotion, Special Events & Curltural Arts Programming 4 .5 Retail / restaurant market development New business recruitment, Business retention/expansion, Business Assistance Programs 4 .6 Data collection and reporting systems - monitoring Occupancy rates, Rent / Sales data, Demograhics / Hotel Occupancy, Hotel occupancies, Hours of operation / controls Formulate and describe the management programs that will be required in order to assure effective operation of Lincoln Road and its advantageous competitive position. Management program elements to be considered should include: Transportation Circulation -- vehicle and pedestrian Parking Management Security Sanitation Streetscape Maintenance Landscaping Maintenance Building Facade Design Support Marketing Signage Joint and Cooperative Advertising Publicity and Promotion Special Events Cultural Arts Programming Retail Enhancement and Retail Market Development Business Recruitment and Retention Data Collection and Research Planning and Coordination BASIC STRVICES PAGE NO. 4 Financing and Implementation Steps for the Management and Marketing Programs The mission of the management and marketing program should be to operate / manage / market Lincoln Road in a manner similar to a mall or shopping center with single ownership and unified management. Efforts should be directed toward attracting people to Lincoln Road. A Data Collection and Reporting System should be developed, including the following information: pedestrian street counts, occupancy rates, rent levels, sales data, population and demographic data, visitor visits and demographics, hotel occupancy, day and night hours of operations during the week and on the weekend. To whom should Lincoln Road be marketed? By whom? What marketing strategies andtechniques should be used? What is a reasonable budget? A solid marketing program and strategy should be developed and put into place to fully capture the market opportunities available to Lincoln Road. Consideration should be given to providing rental assistance and/or build-out assistance to encourage development and attract businesses . Describe the mechanisms that should be put into place to provide such assistance. Determine ways to encourage late night hours of operation. Consideration should also be given to appropriate controls and guidelines so that nightclubs, restaurants, and other late night entertainment do not adversely impact Lincoln Road. End Product: Summary Document describing the establishment, financing and implementation of the marketing and management program 5. Organizational Structure. 5.1 Recommended staffing and budget for managment and marketing 5.2 Evaluation of current governance system 5.3 Integration with Collaborative decision-making process Based upon the management program, formulate thestaffing and budget requirements to implement the management and marketing program. Consider the current governance system and any alternative organizational structures. Identify and recommend any modification deemed necessary or desirable in order to more adequately guide implementation of the program and its maintenance. The process of collaborative decision-making offered by the International Downtown Association resource team -- and the current organizational structure as presently adopted and validated by endorsing organizations -- should guide both the study process and the organizational structure to be put into place. The process should continue to assure that Lincoln Road's property owners, tenants, merchants, artists as well as South Beach and city-wide business and community organizations are fully engaged in deciding upon and implementing the Lincoln Road revitalization program. End Product: Summary Document describing suggested and agreed upon governance structure 6. Financing, Incentives, Retention and Mitigation. 6.1 Identification of financial resources available for public realm BASIC SERVICES PAGE NO. 5 ` r improvements 6.2 Identification of financing mechanisms to maximize private sector participation 6.3 Adverse impact mitigation program - business retention assessment This study should include identification of the resources that can be accessed and put into place in order to finance public sector improvements and the management program. Financing mechanisms and incentives that are available or need to be made available in order to maximize the participation of the private sector should also be identified. It is important that full consideration be given to minimizing any adverse impact of the revitalization program through a business retention and mitigation element. End Product: Summary Document Describing Financing, Incentives, Retention and Mitigation Program regu i red to implement the Revitalization Program. Final Report / End Product: The consultant team will be responsible for providing the following work products: (a) Schematic drawings of a size suitable for public presentation graphically depicting all proposed improvements -- one set mounted and color rendered and one set of mylars for reproduction. (b) A written report (100 copies and a reproducible master copy) , providing study findings and conclusions, including: Executive Summary Introduction Market Analysis Shared Vision Physical Development Plan Cost Estimates and Phasing Management and Marketing Project Financing Business Incentives Construction Mitigation Conclusion The work product should include an estimate of preliminary costs for any and all physical improvements proposed to be undertaken on Lincoln Road. The work product shall include a series of schematic plans in sufficient detail and dimensions, along with specific street furniture and fixture recommendations, to enable construction drawings and bid specifications to be prepared as a next phase. Interim and final reports, including all schematics, renderings and drawings shall be the property of the Lincoln Road Task Force, MBDC and the City of Miami Beach and shall not be copyright protected. The final report shall be prepared and submitted in reproducible form. The Consultant shall consider the following as primary project boundaries: from 16th Street on the south to 17th Street on the north, from Biscayne Bay on the west to the Atlantic Ocean on the east. Lincoln Road should be viewed as a unified area stretching from the Ocean to the Bay. Particular empahsis should be accorded to the BASIC SERVICES PAGE NO. 6 s Z relationship of Lincoln Road to its surroundings -- including the Miami Beach Convention Center, the Jackie Gleason Theater, the hotel district, the residential communities, the Art Deco District and South Miami Beach. The consultant team shall be responsible to develop, facilitate and manage the planning process; to provide technical expertise and services; to organize, coordinate and manage the meetings, workshops, focus groups and strategy development sessions; and to synthesize and present both interim and final written, graphic and verbal reports. It is intended that interim and final reports and the work product of this effort shall be submitted by the consultant team and the coordinating council to the Planning Board and the City Commission of the City of Miami Beach for consideration, review and adoption. BASIC SERVICES PAGE NO. 7 SCHEDULE I3: WORK FLOW CHART ANALYSIS STAGE I DESIGN DEVELOPMENT FINAL REPORT 1) MARKET ANALYSIS �-::--:•---:--- .:� 1.1 Assemble population,demo- graphic&economic data 1.2 Assemble visitor volume& demographic data 1.3 Economic condition&trends of district 1.4 Survey existing business activity analysis 1.5 Market Segment Analysis = 1.6 Target market mix for new uses •-• • ••••••• 2) SHARED VISION =mu mom �:.........:. t:: 1 2.1 Community Work Session 2.2 Market Test of Ideas 3) PHYSICAL PLAN ■ f'': :.................::� 3.1 Existing Conditions I 3.2 Study Model/Video I I 3.3 Historic Resources Map I � I 3.4 Public Space Design ==i== 3.5 Access/Circulation/Services 3.6 Retail Merchandising Plan ===== .... 3.7 Cost Estimates&Phasing =1=== Q,, 3.8 Summary:Physical Planning& I 0 Urban Design Recommendations I 3.9 Community Work Session 4.4 I o 4) MANAGEMENT & 1 1 MARKETING PROGRAM 4.1-4.6 I w I � I 5) ORGANIZATIONAL STRUCTURE I 5.1-5.3 i I 6) FINANCING/ INCENTIVES I 1 6.1-6.3 7) FINAL REPORT I I PHYSIGJ DOCUMENTS FOR *MARKET *SIIARED *PLANN G 7 SUBMISSION I ANALYSIS I VISION SUMM zY MANAGI.k :N7' 1-1NAi FINANC NG Day 4 I Da 32 1 Da 60 Da 105 I SUMMARY REPORTPEOPLE,COMMERCE& y y y CULTURE WORKSHOPS 0 0 I 1 Month 1 1 2 3 4 l 5 I 6 SCHEDULE C HOURLY RATES FOR ADDITIONAL SERVICES Benjamin Thompson & Associates Senior Associates/Senior Project Architects $100.00/hour Associates/Project Architects $85.00/hour Project Designers/Architects $70.00/hour Drafters/Technical Staff $50.00/hour Support Staff $35.00/hour Clerical $30.00/hour Forest City Ratner Companies Principal $350.00/hour Senior Project Staff $150.00/hour Kimley-Hom Senior Principal $170.00/hour Principal $150.00/hour Senior Professional $130.00/hour Registered Professional $95.00/hour Professional $65.00/hour Senior Technician $75.00/hour Technician/Draftsman $55.00/hour Support Staff $50.00/hour Williams, Jackson, Ewing Principal $160.00/hour Staff $50.00/hour Note: All rates good for one year from signing of this agreement. ORIGINAL RESOLUTION NO. 93-20728 Authorizing the Mayor and City Clerk to execute an agreement for the Lincoln Road Revitalization Programbetween the City and the Miami Beach Development Corporation. 100