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RESOLUTION NO: 93-20767
A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA,
AUTHORIZING THE MIAMI BEACH DEVELOPMENT
CORPORATION TO ENTER INTO A PROFESSIONAL
SERVICES AGREEMENT WITH BENJAMIN THOMPSON AND
ASSOCIATES/FOREST CITY RATNER, IN THE AMOUNT
OF $165,000, TO CREATE A PLAN FOR THE
REVITALIZATION OF LINCOLN ROAD.
WHEREAS, the City of Miami Beach in conjunction with the Miami
Beach Development Corporation and the Lincoln Road Task Force are
desirous to create a plan for the revitalization of Lincoln Road
within the City of Miami Beach, Florida; and •
WHEREAS, the Miami Beach Development Corporation wishes to
enter into a contract agreement with the consulting team of
Benjamin Thompson and Associates/Forest City Ratner to create said
plan; and
WHEREAS, said contract agreement, attached as (Exhibit A) to
this Resolution, addresses the necessary concerns and issues raised
by the Miami Beach Development Coroporation, the Lincoln Road Task
Force and the City of Miami Beach; and
WHEREAS, on March 3rd, 1993 , Resolution No. 93-20729 was
passed by the City Commission of the City of Miami Beach, Florida,
which appropriates internal funds towards this project; and
WHEREAS, the City of Miami Beach intends to reimburse itself
for all or a portion of the expenses associated with Lincoln Road
revitalization improvements.
NOW, THEREFORE BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA, that the Miami Beach
Development Corporation is authorized to enter into the attached
Professional Services Agreement with Benjamin Thompson and
Associates/Forest City Ratner in the amount of $165, 000, to create
a plan for the Revitalization of Lincoln Ro.d.
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PASSED and ADOPTED this 8th day April , 993 .
IP 1
MAYOR
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ATTEST:
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CITY CLERK v
FORM APPRO\! )
LEGAL DEPT.
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Date
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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 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 for performance 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
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outlined in Schedules A and B. The Consultant may perform such
AGENDA
ITEM
DATE 42i-93
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
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, codes 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
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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. ) 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 apt
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
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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 to perform 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
required to complete the Basic Services scope of work, including
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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
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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
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5. Payment of the final installment in the amount of
$75, 000, shall be made by MBDC within fifteen (15) days
of Consultant's delivery of and 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
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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,
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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
herein provided, 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 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
(including without 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
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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 Schedule
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
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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.
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ARTICLE 7 . INSURANCE
The Consultant shall comply throughout the term of this
Agreement with the insurance stipulated herein. It is agreed by
the parties 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 duly authorized to do business in the State if Florida
and countersigned by the company's Florida resident agent.
ARTICLE 8. 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
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
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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 9. 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
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
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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 be agreed 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
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.
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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
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
proceeding to resolve any claim, dispute or other matter in
question, and MBDC shall continue to make payments to the
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
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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 10. 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 of any obligation imposed upon MBDC by this Agreement.
ARTICLE 11. 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
one-year period, such services may be completed beyond such one-
year period.
16 38
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 12. 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.
4 . MBDC, the Task Force and the City hereby consent to and
approve the subcontracting of certain services to be performed by
Consultant to:
17 39
• r
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 , 1993, a copy of
which is attached hereto as Schedule D (the "Lincoln Road
Revitalization Agreement") . MBDC agrees to use all reasonable good
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
18
1 :0
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
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"
19 1
1
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
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.
20 102
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.
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 THOMPSON & ASSOCIATES, shall be jointly and
severally liable for all the obligations and liabilities of
Consultant under this Agreement.
21
103
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.
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
22 104
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 DEVELOPMENT CORPORATION
By:
Denis Russ, President
CONSULTANT:
FOREST CITY RATNER COMPANIES
WITNESS
By:
(Signature)
(Type Name of Person Signing)
WITNESS BENJAMIN THOMPSON & ASSOCIATES
By:
(Signature)
(Type Name of Person Signing)
a:jm:agreement.2
April 2, 1993
ck\Ja
Ckr` 42
63\ '
23 105
SCHEDULE A
SCOPE OF WORK FOR BASIC SERVICES -- PHASE T
The Consultant shall develop a comprehensive revitalization program i of
Lincoln Road that will analyze market opportunities and economic
potential , forge a community-based consensus of the vision for Lincoln
Road, and i ormulate 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 f o r l i_ncolti Road.
The Coin;'' 1 taunt shall provide the tasks and end produr!ts her en t tt
described as Basic Services under this Agreement.
1. t1arket Analysis _ and Economic Analysis
1 . 1 Assemble population, demographic and economic data
1 .2 Assemble visitor volume and demographic data
1 .3 Economic condition and trends of district
1 . 4 Survey existing business activity analysis --
Occupancy rages, ilertt: levels, Sales data, 1'fic1(.:;t r _i Crir ';1.r
counts/frequency of visits, Population and demographic data,
Visitor demographics, Hotel Occupancy, Time / operation aim l ys i
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 to 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 thf
Study Area.
Assemble population, demographic, economic data.
A.semble visitor volume and demographic data.
Identify Existing Business Activity.
Identify customer and potential customer needs.
Such information shall also include: pedestrian street counts, occupanc'
rates, rent levels, sales data, population and demographic data ,
frequency of visits, visitor demographics, hotel occupancy, day art(
night hours of operation during the week and on weekends .
Consider the various market segments including: a ) residential Largt
areas ( .i mwed i_atel y surrounding neighborhood, islands and 41st Str e (‘I
circle, City-wide and regional circle) ; h) youthful, family , elderly actc
segmentation; c) Seasonal residents and visitors; d ) tour ist r enor 1
visitors and convention delegate visitors; n) r eq i onri
restaurant /entertainment visitors .
Based upon time above Overview derive a target nix of Iunr:tiomma i uses l w
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 subsequen'
stages of this study to develop program initiatives in the f of l owi n,
program sub-components:
Retail and Specialty Retail
Cultural / Arts
Entertainment / Restaurant 106
BASIC SERVTCES PAGE NO. I
Office
Ells idea t- i a.t
il��t el. / Tourism / ('(Ativnnt_ if,ii .
C'otisidel t:h(' advisability cel in i t_iaL i ng fac i i. i Lat.e(1 community (.omm i1.t ,,(,,;
to review market data material and other plan components inordeL icy
during
developthe planning process a greater community-hased
implementimplementatinn 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 ashared_vision for the future of Lincoln Road based
upon economic conditions and opportunities and the values of thin
community .
2 . 1 Community work session
Presentation of lzesea rcli
Establish shared Goals and Vision
2 .2 Market test of ideas
A proposed vision for Lincoln Road shall be developed t_h i ough
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 Lime comnnitmt► i I y '
acceptance.
It is understood that development of a shared vision for Lincoln Road
a critical element in the revitalization program. This common v is i or
should be established early in the planning process with substantial
community participation.
Design of public spaces is an important component: of the plan .
Consideration should be given to developing consensus building ptoces^e:
in establishing a shared vision for Lincoln Road that can he employed i i
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
studies, Existing parking/traffic, Existing 1L7 eet.f;rnpe/s i hin m'j,.
Lighting Plans, Climatic/solar. influences
3 .2 Study Model / Video Analysis
3 .3 Historic Resources Plan
3 .4 Public Space Design
Land Use / Zoning Regulations, Public Space identity and activity
Preservation
ctivity-
Preservation restrictions & encouragement, Development oppo1_ tmui i
ties, Streetscape improvements / lighting, Design Guidelines fn
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
3 . 7 Cost Estimates and Phasing of Public Space improvements
107
BASIC SERVICES PAGE NO. 2
3 .8 Summary of Physical planning and urban design recommernfa t._ii is
3 .9 Community Design Workshop
[The physical development plan will be created Lhl.ouch .an i.u(t:cr �r .-
att..r ve process between tho design team and 11e (20m nnity to
recommendations regarding the environment utilizing specia 1 tool
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 remain in Miami Beach as tools
for marketing and implementation and long term management in th i
special district. ]
Undertake a comprehensive physical development plan for I,i rino 1 n Pond - -
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 'I'r nriclr
Land Use and Zoning Regulation
Urban I)esign 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 ch.anc.q i nc
economic conditions.
Recommend means of improving the pedestrian and vehicular c ircu la t for
systems, including access to the area, internal circulation, parking,
delivery and signage.
Consider revitalization techniques that will achieve a strong, i.nterrsn 1 y
used pedestrian core capable of attracting further retail deve l opm nt .
Consider facilitation of development opportunities within t_hc' I a r cI� I
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 magnet!
to draw people to Lincoln Road. Seek to develop a Bayfront an(
Beachfront connection.
Design of Public Spaces is an Important Component of the Stud.
Develop alternative streetscape schematic presentations to enable th(
community to determine the nature and program of urban design and pith 1 i
BASIC SERVICES 108 PAGE H0. 1
space improvements to be undertaken on Lincoln Road . Jn this way,
P P determination of changespedestrian
facilitate the to be made to the
mall -- should it continue to lir, closed to traffic, he opened, or },{.
flexible so that it can be opened or closed.
AfterP ublic resolution of the nature of public space design, the
consultant team will more rigorously describe the street and sidewalk
improvements, landscaping, pedestrian lighting, street f sir n i tilre 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, 1,nluIR'-;ip'
maintenance, Sanitation, Enforcement of Design Cr.-i t:e r i a
4 .2 Security
4 .3 Transportation Management:
Parking management, Shuttle bus / transportation, C i ► ('lI l a t_ i mi f l f)c,
- vehicle & Pedestrian
4 . 4 Marketing Program
Common Advertising, Publicity and promotion, Special Events A
Cultural Arts Programming
4 .5 Retail / restaurant market development
New business recruitment, Business retention/expansion, I3u.sines:
Assistance Programs
4 .6 Data collection and reporting systems - monitoring
Occupancy rates, Rent / Sales data, Demographics / Ifot o ,
Occupancy, Hotel occupancies, Fours of operation / controls
Formulate and describe the management programs that will be required it
order Lo assure effective operation of Lincoln Road and its advaritageon
competitive position.
Management program elements to be considered shall i_nc l title:
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
109
BASIC SERVICES PAGE NO. 4
Financing and Implementation Steps for the
Management and Marketing Programs
The mission of the management and markrt ing program should be tco opel :i t c,
/ manage / market Lincoln Road in a manner similar Lo a mall or
shopping center with single ownership and unified management. E for I_
should be directed toward attracting people to Lincoln Road .
A Data Collection and Reporting System shall 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 and techniques should be used? What is a reasonable budgeL7
A solid marketing program and strategy should be developed and put i tit (
place to fully capture the market opportunities available to Li tion l i
Road.
Consideration shall be given to providing rental assistance and/o1
build-out assistance to encourage development and attract bu s i iie!;sc��; .
Describe the mechanisms that should be put into place to Fir ov i d s>>ct
assistance.
Determine ways to encourage late night hours of operation .
Consideration should also be given to appropriate control an(
guidelines so that nightclubs, restaurants, and other late n_i ght
entertainment do not adversely impact Lincoln Road.
End Product: Summary Document describing the establishment, financinc
and implementation of the marketing and management
program
5. Organizational Structure.
5 . 1 Recommended staffing and budget for management and marketing
5 .2 Evaluation of current governance system
5 .3 Integration with Collaborative decision-making process
Based upon the management program, formulate the staffing and budget
requirements to implement the management and marketing program.
Consider the current governance system and any al tet Iia t i v
organizational structures. Identify and recommend any modi.f icat i om
deemed necessary or desirable in order to more adequately quid(
implementation of the program and its maintenance.
The process of collaborative decision-making offered by t11(
International Downtown Association resource team -- and the cur rent
organizational structure as presently adopted and validated by endor-si nc
organizations -- should guide both the study process amid t.h(
organizational structure to be put into place.
The process should continue to assure that Lincoln Road ' s propett)
owners, tenants, merchants, artists as well as South Beach and c i_ty-wi_d(
business and community organizations are fully engaged in deciding tipc)m
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
improvements
1.10
BASIC SERVICES PAGE NO. 5
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Beach Convention Center, the Jackie Gleason Theater, the hotel dirt rict,
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 c1
this effort shall be submitted by the consultant team and t:hE
coordinating council to the Planning Board and the City Commissinrm of
the City of Miami Beach for consideration, review and adoption .
112
BASIC SERVICES PAGE NO. 7
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 bythe City for developing a Phase I program for
pp
further revitalization of Lincoln Road.
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113
Schedule D
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 •arties a•ree to be •uided b sub ect to Cit
Commission/City Manager approval, the governing role of the
Task Force and its Coordinating Council, all as referenced in
the following previously issued documents:
Al The Task Force Report
b1 The By-Laws of the Task Force
c1 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.
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114
,
.
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.
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115
(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 all
other reporting and approval requirements set out in its CDBG
grant contracts.
4 16
• i
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
117
1
_ I
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
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118
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
119
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. CARL-TON, 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 1 ' p
•
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.
9 121
IN WITNESS WHEREOF, the parties hereto have caused this document to
be executed by their duly authorized officials.
THE CI OF MIAMI BEAU
oP
(fir Mayor
ATTEST:
C rte
CLERk
MIAIdI BEACH DEVELOPMENT CORPORATION
,c0o47.,/re. President
ATTEST: N -
Secretary
FORM APPROVED
LEGAL DEPT.
By&32.<5
Date
10
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South Florida Arts Center
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Lincoln Road Mercantile Association
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mayor's Transition Team .'
City Manager and Administration. •ml:.mi,•4
Miami Beach Chamber of Commerce '
Miami Design Preservation league
Miami Beach De ment Cory—anon •• R. i
vebpCorporation
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For International Downtown Association
Richard Bradley-President
Tom Carroll•Santa Monica
Dave Feehan•Kalamazoo
A project of the Miami Beach Development Corporation•
funded by the Miami Beach City Corm ssion.
Dept•of Economic and Community Development.
and the U.S.Dept.of HUD CDBG Program.
:5,
.wAr., ACKGROU ND
• 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
y; to the further revitalization of the Lincoln Road area.
4'4 " The workshop, facilitated by the Resource Team for the International Downtown Association
}:. f 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.
STRENGTHS PROBLErvis
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:
0 Location,Location,Location U No Shared Vision
U Parking Availability U Inadequate Access and Exposure
0 Existing Mass of Commercial Space U Absence of Retail Uses
0 Improving Neighborhood Demographics U Physical Deterioration
0 Cultural and Artistic Use U Inadequate Repairs and Maintenance
U Diversity of Architecture U Insufficient linkage to Hotels,Convention Center
0 History and World Renown Performing Arts Theater,South Beach and Residences
O
lively Restaurant and Entertainment Area U Need for Greater Celebration of Arts Presence
0 Pedestrian Orientation Maintenance I Security/Marketing Transportation System
O Proximity to Residents,Theaters,Hotels and U Maintenance of Parking Facilities
Convention Center U Negative Image
G 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
III FOR A REVITALIZATION PROGRAM
As a consequence,it was recommended that any effort to move forward must address
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.
124
111 LLEN1ENTS OF THE PLANNING PROCESS
In order to realize the set of revitalization
VISION
bjectives for Lincoln Road a comprehensive Economia
rogram is required that fully addresses the Constitution
conomic, marketing, management and design dValues"
.sues. MARKET ANALYSIS
A Request for ProposalDEVELOPMENT A, . ;: Wed
should be prepared which Planning I Zoning
��... :�� '., ...�� 'The Mbc of
3eks to engage an interdisciplinary team of Retail IOf11cs!Arts
P rY Oes�gn!Streetsc�
Dnsultants to (1) Undertake the market analysis Spaces I Environs tLtMENTS Entertainment I Residential
lentifying the targeted mix of uses, (2) Develop a < j.
ision and ::t
"constitution of values", (3) Undertake a OF THE
hysical development plan addressing the issues of
evelopment, zoning and design for Lincoln Road, its ORGANIZATION PLAN MANAGEMENT
urroundings and connected areas, (4) Develop a Community/Leadership ........ Security I Maintenence
s services,Management system plan for basic ices, staff(Structure .r<• �:y' ` Marketing 1 Retail
)arketing and promotion, and retail enhancement, Enhancement
;) Formulate an organizational structure to guide FINANCING&
npiementation of the program and its maintenance, INCENTIVES
nd (6) Develop the financing and incentives as well CONSTRUCTION
s the construction mitigation programs. MITIGATION
To this list of elements of the planning process, participants offered additional comments.
P P
hey suggested that the planning process should:
I Undertake competitive analysis to identify the particular market niche opportunity;
I Take into consideration a strategic analysis of the impact of a convention center hotel, its funding and its location;
I Consider a proactive analysis of plans for developing the regional performing arts center in Miami;
I Consider the impact of historic designation on development opportunities;
I 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.
•
OVERNANCE
OF THE PLANNING PROCESS
Lincoln Road EndorsingThe functionof the Task Force is to provide overallll
Task Force• :`f Organizations guidance and input of the Lincoln Road community into the
� ti" planning effort.
• Endorsing organizations are those major interest groups
Coordinatinn that undertake a policy commitment, a financial commitment
Community
and a working involvement in the planning effort.
Councilr:..
Input The coordinating council, made up of members of the Task
r
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.
Technical
g
Mane ement A process management committee will be made upof four
• ::h,: Committee or five people to represent the Task Force and Coordinating
Committee <. r:. ti:: Council in taking care of many of the day-to-day issues in
f.. .; order to make the process work as effectivelyand smoothly
• Surveys as possible.
. Staff The staff is accountable to the Process Management
I Committee and the Coordinating Council. Miami Beach
Public
:� Development Corporation as the administering agency is
Administering •
responsible for attending to all related administrative matters
of the Task Force
Agency �� �• and will be guided by the representatives
A` as it relates to this project.
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LINCOLN ROAD TASK FORCE
Co-chain Richard Lane'
LINCOLN ROAD N:::;��: :. :r.:•.::. .,:: Mel Schlesser Cathy
: ;: }:••.`:: •: :•. :.} Lett'
., • :. ..��::�F�:�::'ff .:::�•y: ��•. ::� Stanleys•
• 4 s..ti :•;:. .:...: :' Levine
t ,:� :;{' ;.: ,..: ;s tiYX Sidney Lewis'
f ••�::� •���••.,�.;.. ::::. .� ... .�. .. Stephen LoSasso
•
;,:.� .�.� s�• �::: �� � .., Michael Aller Judy London
�y�• � � '{� ` � - -- --- . ... _,:;_,:�� ..�_f � � Dixon Alvarino' H •
' : _ arry Mavrogenes
11.:..;i:i:i -1; 'f - Oscar Gaisman Jim McF
'��fMcFadden
:" Carlos Beflas Doris Myers'
. • : f':.. Stuart Blumberg Tony Naboa
t..11..1i:-.::...:.:• :. .i:;i!.:,
Matilde Bower' M •
aria Pellerinr I Paul BreSlinJamesQuinlanIt• •: • f Sherpa Brody Robert Quittner
::?::;;i,;:::::::.:;:.;;;;....}.:: :: , -- 4 Michael Carel
• ,--,-,i• Jose Raij
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_, ''� -, � MarcieChariffrai R::t � -:4. �'� g obins
!:;.'i':i:,.':.:.'i!:!;:,..:1;'.:'...i..'.:;,:: �� ��"',:: ..:i:::::;•...::::: �: 5�� Tom Conners StuartRogel{}'' •rY �Y.r •� • r°`��'• Robertof;:: .:., Datorre Mike Saclarides
-:: 67. ,gI Thelma Deutsch NeliSantamarinsa n`'f` aid?..,.. JettDonn.:j:a.a" I ( � p',' `.n' `�►�! '� elly Ellie Schneiderman
G.,,.::: ,,;� ?. Judith Drucker
:; ,�= ;,+,�^ „�„�., Debra Scholl
f. , _��---- 1,10=4Gary Feinberg Jacqueline Simkin
: --— Nathan Finkelstein •
.�.::�":�••:i :r --:• - - Bruce Singer
::. :..::�:: r, Murray Gaby Molly Stein
;f. { Richard Gatti Erwin
y. Stern
Paul Gioia L le Stern
•,: a esee Goerlick Doroth Summer
f: f r:':::.:.' Goldman
r :� i:....:::•:•...;:'R•:.::::!::;:.'11
' .:: i •.:.:' Tony HowardTalesnick Dean::ti�s... "' f": GrandinLe r
::., .: ' r. no a Toby.�,::: ''•.. r:: .. 4e.:: Saul GrossWilli ':,: am Wagenaar
::� '.*.... :::,:!. Jose Heres
James Weinstock
Naomi Honig Wade Whynot
William Irvine Bernard Zyscovich
Mitchell Kaplan (•)Cong Council
Mitchell Kon,s
1, ORGANIZATIONS imi Jud Kurlanchek Meyer Kotler Denis Russordinati,
Project Director
ENDORSING
Miami Beach City Commision
Mayor's Transition Team LE OTHER PARTICIPANTS & CONTRIBUTORS
Lincoln Road Property Owners Association
Lincoln Road Mercantile Association Jack Ahlstedt r
South Florida Arts Center
Greg Madsen
Karen BarotskY Olga Matus
New World Symphony Janet Bratter Anne
Miami CityBallet McCoy
Erika Brighan Denis Morin
Concert Association Of Florida Susan Brustman RayNoas
The Colony Theater Jean Buhler Sth n N r
The Lincoln Theater p e o man
Andrew Capitman Samuel Pearlman
Area Residents Organizations Carlos Capote Elizabeth Plater-Z beck
Miami Beach Chamber of Commerce TonyChimento Y
Kattie Platt
Miami Design Preservation League Ken Clark Sylvia Rodriguez
Miami Beach Development Corporation, Melissa Cloud Harold Rosen
The Administering Agency • Rose Cuomo Aaron Rubin
•
Miguel' Del Camp 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 Pearlson Joe Fontana Isaac Sklar
Commissioner Susan F.Gottlieb Commissioner Abe Resnick Georgina Gaeta Rebecca Sklar
Commissioner Neisen 0.Kasdn Commissioner Martin Shapiro Str.bAraalpGeirlilnmanadonMarkSoykaRoger Carlton,City ManagerLenSpiegelGladys HernEllenor Stacholy
Economic Community Development Liz Jason Dora Tarabori
Planning and Zoning Department KurtKarmin Barbara
Valle
Parks and Recreation Department Raul Lastra James Wang
Publics Works Department J.F. LeJeune 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,sical im rovements, 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
Miamiand shall work collaboratively with the City Manager
Beach
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
majorityvote of the Coordinating Council, which shall be
sensitive to assure a representative a resentative 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.
128
1 1
(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 .
129
. ,
. . .
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 / 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. / The process of collaboration must be seen as
i If you don't agree on the problem,you'll never ongoing,not as a one-shot deal.
agree on the solution. Collaborative problem ,/A collaborative process must be educational.
solving is problem oriented vs solution oriented. Participants in each ring of involvement must be
i Participants in a collaborative process must educated about the issues. The process of
own the process. They must be involved in education is one of the important benefits of a
designing the process. collaborative process.
,/ Collaborative problem solving proceeds phase
by phase with a check point for consensus at the i A collaborative effort must produce some
end of each phase. immediate successes/spinoffs in order to
./The key decision makers must agree to demonstrate its legitimacy and effectiveness.
participate in the collaborative process and consider /A collaborative process must be open and
it as an integral part of their"rear 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. i 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.
IIII 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
0 Seek Endorsements and Fubng 0 Prepare Request for Proposal --
•...
0 Meetings of Task Force&Committees � 0 Evaluate Submissions
0 initiate Short Term Projects 0 Select Consulting Team
SEPTEMBER I OCTOBER ` NOVEMBER / DECEMBER .::
0 Market Research 0 Development Plan•-
C3 Preliminary Vision Concept!Schematic/Design
0 Continue Short Term Projects • O Management Systems Plan
SHORT TERM IMPROVEMENTS:There was
general agreement that it was not necessary to wait until some 1993
kind of planning effort was completed to begin undertaking a
series of actions which could lead to the immediate O Finance&Incentives
Improvement of the area. The effort to identify,prioritize and 0 Organization
implement short-term improvements that was begun by MBDC O Construction Mitigation
and the Mayor's Transition Team would be undertaken by the
Lincoln Road Task Force as a high priority.
130
• a•
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 organizedto guidethe short
P
term improvement program and the comprehensive planning process
for the further revitalization of Lincoln Road.
MBDCP rovides staff support, fiscal stewardship and other
administrative services to the Task Force and its Council.
131
• ,
• 11:).„a.
fr4lid!!!]:::11
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. I I-I-9 3
TO: Mayor Seymour Gelber and DATE: APRIL 8, 1993
Members of the City Commission
FROM: Roger M. Carl ' i
City Manager
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MIAMI BEACH
DEVELOPMENT CORPORATION TO ENTER INTO A PROFESSIONAL
SERVICES AGREEMENT WITH BENJAMIN THOMPSON AND
ASSOCIATES/FOREST CITY RATNER, IN THE AMOUNT OF $165,000,
TO CREATE A PLAN FOR THE REVITALIZATION OF LINCOLN ROAD.
ADMINISTRATION RECOMMENDATION:
The Administration recommends that the Commission adopt the
Resolution approving the Consultant Agreement for Lincoln Road
Revitalization Program with Benjamin Thompson and Associates/Forest
City Ratner in the amount of $165, 000
BACKGROUND:
The City Commission has previously approved an Agreement with Miami
Beach Development Corporation (MBDC) and has taken several other
actions relative to funding the on-going work on Lincoln Road. The
Lincoln Road Task Force, MBDC, and the Administration have now
finalized negotiations with the selected consultant team and the
Agreement is now being presented to the Commission for approval.
ANALYSIS:
The attached Agreement in the amount of $165, 000 addresses the
various concerns that were raised by the Task Force members, the
Administration and MBDC. It is now in an acceptable form that can
be recommended for the Commission's action. Recognizing that the
dollar amount initially of $150,000 was a constraint to completion
of necessary work elements, the Administration is recommending that
the contract amount increase 10% to a total of $165, 000 so that all
the necessary elements can be done. The Commission has already
approved funding of this item with the understanding that it would
be paid back by the assessment district that would be set up by
Lincoln Road. Please note that the attached is a sample copy of
the original Agreement, as negotiated between the parties thereto.
Since the Consultants are located in New York, the original copies
were Federal Expressed to them for final review and signing. Fully
executed copies will be presented to the City Commission on the
meeting date.
CONCLUSION:
The Administration recommends that the City Commission approve the
attached contract.
RMC:jph
Attachment 81
-1- AGENDA
ITEM
DATE '�
RESOLUTION NO. 93-20767
Authorizing the Miami Beach Development
Corporation to enter into a professional
services agreement with Benjamin Thompson
and Associates/Forrest City Ratner, in
the amount of $165,000 to create a plan for
the revitalization of Lincoln Road.
. t
•
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