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Agreement with EDAW, Inc. I.. , AGREEMENT BETWEEN CITY OF MIAMI BEACH AND EDA W,INC. FOR PROFESSIONAL ARCIDTECTURAL AND ENGINEERING (A / E) SERVICES FOR "PHASE ONE" (PLANNING SERVICES) OF THE MIAMI BEACH BOTANICAL GARDEN IMPROVEMENT PROJECT MARCH 2004 Botanical Garden Improvement Project March 2004 TABLE OF CONTENTS [Note: Needs to be updated] ARTICLE 1 DEFINITIONS 1.1 City 1.2 City Commission 1.3 City Manager 1.4 Proposal Documents 1.5 Consultant 1.6 City's Project Coordinator 1.7 Program Manager 1.8 Basic Services 1.9 The Project 1.10 Force Majeure 1.11 Contract Amendment 1.12 Additional Services 1.13 Schedules PAGE 2 2 2 2 2 3 3 3 3 3 4 4 4 5 DESCRIPTION ARTICLE 2. 2.4 2.5 2.6 SCOPE OF SERVICES Additional Services Responsibility for Claims and Liabilities Time 5 6 6 6 ARTICLE 3. THE CITY'S RESPONSmILITIES 11 ARTICLE 4. ADDITIONAL SERVICES 14 ARTICLE 5. REIMBURSABLE EXPENSES 15 ii Botanical Garden Improvement Project March 2004 ARTICLE 6. COMPENSATION FOR SERVICES 16 ARTICLE 7, CONSULTANT'S ACCOUNTING RECORDS 18 ARTICLE 8. OWNERSHIP AND USE OF DOCUMENTS 18 ARTICLE 9. TERMINATION OF AGREEMENT 18 9.1 Termination for Lack of Funds 18 9.2 Termination for Cause 18 93 Termination for Convenience 19 9.4 Termination by Consultant 20 9.5 Implementation of Termination 20 9.6 Non-Solicitation 21 ARTICLE 10, INSURANCE 21 ARTICLE 11. INDEMNIFICATION 22 ARTICLE 12. VENUE 23 ARTICLE 13. LIMITATION OF LIABILITY 23 ARTICLE 14. MISCELLANEOUS PROVISIONS 24 ARTICLE 15. NOTICE 26 iii Botanical Garden Improvement Project March 2004 SCHEDULES SCHEDULE "A" - SCOPE OF SERVICES SCHEDULE "B" - CONSULTANT COMPENSATION SCHEDULE "C" - HOURLY BILLING RATE SCHEDULE SCHEDULE "D" - PROJECT SCHEDULE 27 35 36 37 IV Botanical Garden Improvement Project March 2004 AGREEMENT BETWEEN CITY OF MIAMI BEACH AND EDAW,INC. FOR PROFESSIONAL ARCHITECTURAL AND ENGINEERING (A I E) SERVICES FOR "PHASE ONE" (PLANNING SERVICES) OF THE MIAMI BEACH BOTANICAL GARDEN IMPROVEMENT PROJECT MARCH 2004 THIS AGREEMENT made and entered into this -1JL ~ay of ~6t1L , 200~ by and between the CITY OF MIAMI BEACH, a municipal corporation existing under the laws of the State of Florida (hereinafter referred to as City), having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139, and EDAW, IDe" a California corporation, having its principal offices at 817 W. Peachtree Street NW, Suite 770, Atlanta, GA 30308 (hereinafter referred to as Consultant). WIT N E SSE T H: WHEREAS, on November 13, 2002, the City Commission authorized the issuance of Request for Qualifications No. 08-02/03 for architecture, landscape architecture, and engineering services needed to plan, design, and construct improvements to the Miami Beach Botanical Garden (the RFQ); and WHEREAS, on July 7, 2003, the City Commission authorized the Administration to negotiate an Agreement with Consultant, as the top-ranked proposer pursuant to the RFQ; and WHEREAS, the City Administration and Consultant have determined that an initial Agreement, limited only to the AlE services related to the planning phase of the Botanical Botanical Garden Improvement Project March 2004 Garden Project, is the more prudent course of action, and accordingly the parties have negotiated the foregoing "Phase One" Agreement. NOW THEREFORE, City and Consultant, in consideration ofthe mutual covenants and agreements herein contained, agree as follows: ARTICLE 1. DEFINITIONS 1.1 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. 1.2 CITY COMMISSION "City Commission" shall mean the governmg and legislative body ofthe City, 1.3 CITY MANAGER The "City Manager" shall mean the chief administrative officer of the City. The City Manager shall be construed to include any duly authorized designees, including a Project Coordinator, and shall serve as the City's representative to whom administrative requests for approvals shall be made and who shall issue authorizations (exclusive of those authorizations reserved to the City Commission) to the Consultant. 1.4 PROPOSAL DOCUMENTS "Proposal Documents" shall mean the REQUEST FOR QUALIFICATIONS No. 08-02/03 TO PROVIDE PROFESSIONAL PLANNING, DESIGN AND CONSTRUCTION ADMINISTRATION SERVICES NEEDED FOR THE MIAMI BEACH BOTANICAL GARDEN IMPROVEMENT PROJECT (RFQ NO. 08-02103) issued by the City in contemplation of this Agreement, together with all amendments thereto, if any, and the Consultant's proposal in response thereto (proposal), which is incorporated by reference in this Agreement and made a part hereof; provided, however, that in the event of an express conflict between the Proposal Documents and 2 Botanical Garden Improvement Project March 2004 this Agreement, this Agreement shall prevail. The parties further agree and acknowledge that this Agreement, and the services contemplated to be provided by Consultant hereto, is intended only to address the planning phase of the Project, and any future services by Consultant beyond those contemplated in this Agreement, shall require a duly authorized and executed amendment. 1.5 CONSULTANT The "Consultant" is herein defined as EDAW, INC., a California corporation having its principal offices at 817 W. Peachtree Street NW, Suite 770, Atlanta, GA 30308. When the term "Consultant" is used in this Agreement it shall be deemed to include any sub-consultants and any other person or entity acting under the direction or control of Consultant. Any subconsultants retained by Consultant pursuant to this Agreement and the Project shall be subject to prior written approval of the City. The following subconsultants were included in the Consultant's Proposal and are hereby approved for the Project: HOK, Inc. Coastal Systems, Ine Phyllis Shapiro 1.6 CITY'S PROJECT COORDINATOR The "City's Project Coordinator" shall mean the individual appointed by the City Manager who shall be the City's authorized representative to coordinate, direct, and review on behalf of the City, all matters related to the Project, except as otherwise provided herein. 1.7 PROGRAM MANAGER The City has contracted the servIces of URS CORPORATION to act as Program Manager for the City's Parks and Facilities Improvements Program (Program), of which this Project is a part of. URS will function as a representative of the City in performance of its program management role (as detailed in Schedule "A", entitled "Scope of Services"). 1.8 SERVICES The Services contemplated at this time include only planning 3 Botanical Garden Improvement Project March 2004 services, as hereinafter stipulated. The City may, at its sole discretion, upon successful negotiation with the Consultant, amend this Agreement to include design, bidding and construction administration services, all as hereinafter stipulated, 1.9 PROJECT The "Project" shall mean that certain City Capital Project known as the "Miami Beach Botanical Garden Project, as further described in Schedule "A", attached hereto. 1.10 FORCE MAJEURE "Force Majeure" shall mean any delay occasioned by superior or irresistible force occasioned by violence in nature without the interference of human agency such as hurricanes, tornadoes, floods, loss caused by fire and other similar unavoidable casualties; or by 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; other causes beyond the parties' control; or by any other such causes which the Consultant and the City decide in writing justify the delay; provided, however, that market conditions, labor conditions, construction industry price trends and similar matters which normally impact on the bidding process shall not be considered a Force Majeure. 1.11 CONTRACT AMENDMENT "Contract Amendment" shall mean the written order to the Consultant approved by the City, as specified in this Agreement, and signed by the City's duly authorized representative, authorizing a change in the Project or the method and manner of performance thereof, or an adjustment in the fees and/or completion dates, as applicable. Contract Amendments shall be approved by the City Commission, if they exceed twenty-five thousand dollars ($25,000.00), or the City Manager if they are twenty-five thousand dollars ($25,000.00) or less in amount (or other such amount as may be specified by the City of Miami Beach Procurement Ordinance, as amended). Even for Contract Amendments for less than twenty-five thousand ($25,000.00), the City Manager shall retain the right to seek and obtain concurrence of the City Commission for the approval of any such Contract Amendment. 1.12 ADDITIONAL SERVICES "Additional Services" shall mean those services 4 Botanical Garden Improvement Project March 2004 described in Article 4 herein, which have been duly authorized in writing by the City Manager prior to commencement of same. 1.13 SCHEDULES "Schedules" shall mean the various schedules attached to this Agreement and referred to as follows: Schedule A - Scope of Services. Schedule B T Consultant Compensation: The schedule of compensation to the Consultant for the Services contemplated in the Agreement Schedule "A", and for Reimbursable Expenses, as defined, plus any Additional Services, as submitted by the Consultant and approved by the City. Schedule C - Hourly Billing Rate Schedule: The schedule of Hourly Compensation Rates to the Consultant, as submitted by the Consultant and approved by the City. Schedule D - Project Schedule. ARTICLE 2. SCOPE OF SERVICES 2.1 The Consultant shall provide the Services for the Project, as set forth in Schedule "A", attached hereto and incorporated herein. The Services for this Project will be performed by the Consultant upon receipt of a written Notice to Proceed issued by the City Manager, or his designee. Consultant shall countersign the Notice to Proceed. 2,2 The Consultant shall coordinate with sub consultants and other consultants, and conform to all applicable building codes and regulations. Consultant, as it relates to its Services, represents and acknowledges to the City that it is knowledgeable of codes, rules and regulations applicable in the jurisdictions in which the Project is located, including without limitation, local ordinances and codes (City of Miami Beach and Miami-Dade County), Florida Statutes, Administrative rules and regulations, including, without 5 Botanical Garden Improvement Project March 2004 limitation, Federal laws, rules and regulations, The Consultant agrees to comply with all such laws, codes, rules, and regulations now in effect, and as may be amended or adopted at any time during the term of this Agreement, and shall further take into account all known pending changes to the foregoing, of which it should reasonably be aware. 2.3 The Consultant expressly agrees that all of its duties, services and responsibilities under this Agreement shall be performed in accordance with the standard of care normally exercised in the design of projects of this nature in South Florida. In addition, Consultant represents that it is experienced and fully qualified to perform the Services contemplated by this Agreement, and that it is properly licensed pursuant to the applicable laws, rules and regulations, to perform such Services. Consultant warrants that it shall be responsible for the technical accuracy of its documents and deliverables. 2.4 ADDITIONAL SERVICES If required and so approved by the City, Consultant shall provide Additional Services as noted in the attached Schedule "A" ("Scope of Services"). 2.5 RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the City shall not constitute nor be deemed a release of the responsibility and liability of the Consultant, its employees, subcontractors, agents and consultants for the accuracy and competency of its designs, working drawings, specifications or other documents and services; nor shall such approval be deemed to be an assumption of such responsibility by the City for a defect, error or omission in designs, working drawings, specifications or other documents prepared by the Consultant, its employees, subcontractors, agents and consultants. However, the Consultant shall be entitled to reasonably rely upon the accuracy and validity of written decisions and approvals furnished by the City and its employees. 2.6 TIME It is understood that time is of the essence in the completion of this Project, and in this respect the parties agree that Consultant shall complete the Services in accordance with the Project Schedule, attached herein and incorporated herein as 6 Botanical Garden Improvement Project March 2004 Schedule "D". 2.7 The Consultant shall perform the Services as expeditiously as is consistent with the standard of professional skill and care required by this Agreement. 2.8 The parties agree that the Consultant's Services will be performed in a manner that shall conform with the approved Project Schedule, which is attached to this Agreement as Schedule "D". The Consultant may submit requests for an adjustment to the Project Schedule, made necessary by undue time taken by the City to approve the Consultant's submissions, and/or excessive time taken by the City to approve the Services or parts of the Services. The City shall not umeasonably refuse to approve such adjustment(s) to the Project Schedule if the request is made in a timely manner and is fully justified. 2.9 In providing the Services described in this Agreement, the Consultant shall use its best efforts to maintain, on behalf of the City, a constructive, professional, cooperative working relationship with the City's Program Coordinator, the Program Manager, and others that have been contracted to perform services and / or work pertaining to the Project. 2.10 It is further the intent of this Agreement that the Consultant shall perform its duties under this Agreement in a competent, timely and professional manner and that it shall be responsible to the City for any failure in its performance except to the extent that acts or omissions by the City or others make such performance impossible. 2.11 Whenever during the term of this Agreement, others are required to verify, review, or consider any work performed by Consultant, including but not limited to the design professionals, contractors, and other consultants retained by the City, the intent of such requirement is to enable the Consultant to receive input from others' professional expertise to identify any discrepancies, errors or omissions that are inconsistent with 7 Botanical Garden Improvement Project March 2004 industry standards for design or construction of comparable public projects; or which are inconsistent with applicable laws, codes, ordinances, and regulations; or which are inconsistent with standards or decisions provided in writing by the City's Program Coordinator. Consultant will use reasonable care and skill in accordance with and consistent with customary professional standards in responding to items identified as discrepancies, errors and omissions by others. Consultant shall address comments forwarded to it in a timely manner. The term "timely" shall be construed to mean as soon as possible under the circumstances, taking into account the requirements of the Project Schedule. 2.12 The City shall have the right at any time, and in its sole and absolute discretion, to submit for review to consulting engineers or consulting architects or other consultants, engaged by the City at its own expense for that purpose, any or all parts of the services performed by the Consultant, and the Consultant shall cooperate fully in such review at the City's request. 2.13 Consultant represents to City that any evaluations of the City's Project budget, a Consultant generated Statement of Probable Construction Cost, and detailed estimates that may be furnished pursuant to this Agreement, represent Consultant's best judgement as a design professional familiar with the construction industry. Consultant cannot and does not guarantee that bids or negotiated prices will not vary from any estimate of construction cost or evaluation prepared or agreed to by Consultant. 2.14 Consultant agrees that, when the Services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certification of authorization, or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services. 2.15 Consultant agrees to employ and designate in writing, within five (5) calendar days after receiving its initial Notice to Proceed, a qualified licensed professional to serve as the Consultant's project manager (herein after referred to as "Project Manager"). The 8 Botanical Garden Improvement Project March 2004 Project Manager shall be authorized and responsible to act on behalf of Consultant with respect to directing, coordinating and administrating all aspects of Services to be provided and performed under this Agreement. The person selected by Consultant to serve as Project Manager shall be subject to approval and acceptance by City. Replacement (including reassignment) of said Project Manager shall not be made without the prior written approval ofthe City. 2.16 Consultant agrees, within fourteen (14) calendar days of receipt of written notice to do such from City, to promptly remove and replace Project Manager, or any other personnel employed or retained by Consultant, or any subconsultant or subcontractors engaged by Consultant, which request may be made by City with or without stating its cause. 2.17 Consultant herein represents to City that it has expertise In the type of professional services that will be performed pursuant to this Agreement. Consultant agrees that all Services to be provided by Consultant pursuant to this Agreement shall be subject to City's review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with applicable published laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies having jurisdiction over the Project or the Services to be performed by Consultant hereunder. In the event of any conflicts in these requirements, Consultant shall notify City of such conflict and utilize its best professional judgement to advise City regarding resolution of each such conflict. 2.18 Consultant agrees not to divulge, furnish or make available to any third person, firm or organization, with City's prior written consent, or unless incident to the proper performance of Consultant's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non- public information concerning Services to be rendered by Consultant hereunder, and Consultant shall require its employees, agents, sub consultants and subcontractors to comply with the provisions of this paragraph. 9 Botanical Garden Improvement Project March 2004 2.19 Consultant shall establish and maintain files of documents, letters, reports, plans, etc. pertinent to the Project. Consultant shall provide City with a copy of applicable Project correspondence for City to file in its filing system. In addition, Consultant shall provide electronic Project documents files to the City, upon the completion of the Scope of Services contemplated in the Agreement, or in the event of termination of this Agreement. 2.20 It is further the intent of this Agreement that the Consultant shall perform its duties under this Agreement in a competent, timely and professional manner and that it shall be responsible to the City for any failure in its performance except to the extent that acts or omissions by the City or others make such performance impossible. 2.21 In the event Consultant is unable to timely complete the Project because of delays resulting from untimely review by City or other governmental authorities having jurisdiction over the Project or such delays which are caused by factors outside the control of Consultant, Consultant shall provide City with immediate written notice stating the reason for such delay and a revised anticipated schedule of completion. City, upon review of Consultant's submittal and such other documentation as the City may require, may grant a reasonable extension of time for completion of the remaining Services and may provide reasonable compensation, if appropriate. 2.22 The Consultant covenants with the City to furnish its Services hereunder properly, in accordance with the standards of its profession and in conformance with applicable construction, building and health codes and other applicable Federal, State and local rules, regulations and laws, of which it should reasonably be aware, throughout the term of this Agreement. The City's participation in the design and construction of any Project in no way relieves the Consultant of its professional duties and responsibilities under applicable law and under the Agreement. 10 Botanical Garden Improvement Project March 2004 ARTICLE 3. THE CITY'S RESPONSIBILITIES 3.1 The City shall designate in writing a Project Coordinator to act as the City's representative with respect to services to be rendered under this Agreement (herein after referred to as Project Coordinator). The Project Coordinator shall have authority to transmit instructions, receive information, interpret and define City policies and decisions with respect to Consultant's Services on this Project. However, the Project Coordinator is not authorized to issue any verbal or written orders or instructions to Consultant that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatsoever, unless approved by the City Manager and/or City Commission in compliance with Article 1.11 requirements, including but not limited to the following: a) The Scope of Services to be provided and performed by Consultant hereunder; b) The time the Consultant is obligated to commence and complete all such Services; or c) The amount of compensation the City is obligated or committed to pay Consultant. 3.2 The City shall assist Consultant by placing at Consultant's disposal all information City has available pertinent to the Project, including previous reports and any other data relative to design or construction of the Project. It shall be fully understood that City, in making such reports, site information, and documents available to the Consultant, is in no way certifying representing and/or warranting as to the accuracy or completeness of such data, including any information provided in the City's portion of the Proposal Documents and backup documentation thereto. Any conclusions or assumptions drawn through examination thereof shall be the sole responsibility of the Consultant and subject to whatever measure it deems necessary to final verification essential to its performance under this Agreement. Additional work required due to inaccurate, incomplete or incorrect information supplied by the City may be undertaken 11 Botanical Garden Improvement Project March 2004 by the Consultant as an Additional Service to this Agreement. Consultant shall notify the City's Program Coordinator, in writing, in a timely manner and obtain said Program Coordinator's written consent, before proceeding with the work. If Consultant proceeds with the additional services without notifying and obtaining the consent of the City's Program Coordinator, said work shall not be compensated as an additional service, and shall be deemed to be within the original level of effort and deemed included within the original Scope of Services contemplated herein. 33 In the City's sole discretion, the City may furnish legal, accounting and insurance counseling services as may be required at any time for the Project, including such auditing services as the City may require to verify the Consultant's applications for payment or to ascertain that Consultant has properly remitted payment due to subconsultants or vendors working on this project for which Consultant has received payment from the City. 3.4 The City shall furnish required information and services and render approvals and decisions in writing as expeditiously as necessary for the orderly progress of the Consultant's Services. No approvals required by the City during the various phases ofthe Project shall be unreasonably delayed or withheld; provided that the City shall at all times have the right to approve or reject any proposed submissions of Consultant for any reasonable basis. 3.5 The City Commission shall be the final authority to do or to approve the following actions or conduct by passage of an enabling resolution or amendment to this Agreement. 3.5.1 The City Commission shall be the body to consider, comment upon, or approve any amendments or modifications to this Agreement, except when noted otherwise (i.e., where delegated to the City Manager or his designee) in this Agreement. 12 Botanical Garden Improvement Project March 2004 3.5.2 The City Commission shall be the body to consider, comment upon, or approve 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 be defined to include sale of the majority of the stock of a corporate Consultant. 3.5.3 All required City Commission approvals and authorizations shall be expressed by passage of an appropriate enabling resolution and, if an amendment, by the execution of an appropriate amendment to this Agreement. 3.5.4 The City Commission shall hear appeals from the administrative decision of the City Manager's appointed designee(s), upon the Consultant's written request, in which case the Commission's decision shall be final. 3.5.5 The City Commission shall approve or consider all Contract Amendments that exceed the sum of twenty five thousand dollars ($25,000.00) (or other such amount as may be specified by the City of Miami Beach Procurement Ordinance, as amended). 3.6 The City Manager or his designee(s) shall serve as the City's representative to whom administrative requests for approvals shall be made and who shall issue authorizations (exclusive of those authorizations reserved to the City Commission) to the Consultant. These authorizations shall include, without limitation: reviewing, approving, or otherwise commenting upon the schedules, plans, reports, estimates, contracts and other documents submitted to the City by the Consultant. 3.6.1 The City Manager shall decide, in his professional discretion, matters arising pursuant to this Agreement which are not otherwise expressly provided for in this Agreement, and shall attempt to render administrative decisions promptly to avoid umeasonable delay in the progress of the Consultant's services. The City Manager, in his administrative discretion, may consult with the City Commission 13 Botanical Garden Improvement Project March 2004 concerning disputes or matters arising under this Agreement regardless of whether such matters or disputes are enumerated herein. 3.6.2 The City Manager shall be authorized, but not required, at the request of the Consultant, to reallocate monies already budgeted toward payment of the Consultant, provided, however, that the Consultant's compensation or other budgets established by this Agreement cannot be increased. 3.6.3 The City Manager, or his designee, shall be the representative of the City authorized to issue a Notice to Proceed, as referenced in attached Schedule "A" ("Scope of Services"). 3.6.4 The City Manager may approve Contract Amendments which do not exceed the sum of twenty five thousand dollars ($25,000.00) (or other such amount as may be specified by the City of Miami Beach Purchasing Ordinance, as amended) and which do not increase any of the budgets established herein. 3.6.5 The City Manager may, in his sole discretion, form a committee or committees, or inquire of or consult with persons for the purpose of receiving advice and recommendations relating to the exercise of his powers, duties and responsibilities under this Agreement ARTICLE 4. ADDITIONAL SERVICES 4.1 Additional Services for this Project will only be performed by the Consultant following receipt of a written authorization by the City Manager prior to commencement of same. Such authorization shall contain a description of the Services required; an hourly fee, as provided in Schedule "c" with a "Not to Exceed" amount; additional Reimbursable Expenses (if any); and an amended completion date for the remaining Services (if any). "Not to Exceed" shall mean the maximum cumulative hourly fees allowable, which the Consultant shall not exceed without specific written authorization 14 Botanical Garden Improvement Project March 2004 from the City. The "Not to Exceed" amount is not a guaranteed maximum cost for the services requested by the City and all costs applied to such shall be verifiable through time sheet and reimbursable expense reviews. 4.2 The term "Additional Services" includes services involving the Consultant or any subconsultants whether previously retained for the Services or not, or whether participating as members with Consultant or not, subject to the City's right to previously approve any change in the Consultants as set forth in this Agreement. ARTICLE 5. REIMBURSABLE EXPENSES 5.1 Reimbursable Expenses are in addition to the compensation for Services contemplated in Schedule "A" and Additional Services (if any), and include actual expenditures made by the Consultant and the Consultant's employees and consultants in the interest of the Project. All Reimbursable Expenses pursuant to this Article, in excess of $500, must be authorized in advance by the City's Program Manager. Invoices or vouchers for Reimbursable Expenses shall be submitted by the Consultant to the City, along with supporting receipts, and other back-up material reasonably requested by the City, and Consultant shall certify as to each such invoice that the amounts and items claimed as reimbursable are "true and correct and in accordance with the Agreement". 5.2 Expenses subject to reimbursement in accordance with the above procedures may include the following: 5 .2.1 The cost of testing or investigation of underground utilities, if authorized by the City's Project Coordinator. 5.2.2 Expense of reproduction, postage and handling of drawings, specifications and other documents, excluding reproductions for the office use of the Consultant and sub-consultants. Courier and postage between the Consultant and its sub- consultants are not reimbursable, / 15 Botanical Garden Improvement Project March 2004 5.2.3 Expenses for reproduction and the preparation of graphics for community workshops ARTICLE 6. COMPENSATION FOR SERVICES 6.1 The Consultant shall be compensated the not to exceed, cost reimbursable fee listed in Schedule "B" for the Scope of Services contemplated herein and in the attached Schedule "A", based on the "Hourly Rate Schedule" presented in Schedule "C". Payments for Services shall be made within forty-five (45) calendar days of receipt and approval of an acceptable invoice by the City's Project Coordinator. Note that payments shall be made in proportion to the Services performed, so that the payments for Services shall not exceed the progress percentage noted in the Consultant's Progress Schedule, submitted with each invoice. No markup shall be allowed on subcontracted Basic Services. 6.2 Additional Services authorized in accord with Article 4 will be compensated using the hourly rates forth in Schedule "C". Request for payment of Additional Services shall be included with the monthly Services payment request noted in Article 6.5. All Additional Services must be approved by the City's Project Coordinator prior to commencement of same as noted in Article 4. Under no circumstances shall the "Not to Exceed" amount noted in Schedule "B" be exceeded without prior written approval from the City's Project Coordinator. No markup shall be allowed on subcontracted Additional Services. 6.3 Reimbursable Expenses, as defined in Article 5, shall be paid up to the ''Not to Exceed" amount noted in Schedule "B". Request for payment of Reimbursables shall be included with the monthly Services payment request noted in Article 6.5. Proper backup must be submitted with all reimbursable requests. No markup or administrative charges shall be allowed on Reimbursable Expenses. 6.4 The City and the Consultant agree in accordance with the terms and conditions of 16 Botanical Garden Improvement Project March 2004 this Agreement that: 6.4.1 If the scope of the Project or the Consultant's Services is changed substantially and materially, the amount of compensation may be equitably adjusted by mutual agreement ofthe parties. 6.4.2 Commencing on October 1, 2004, the Hourly Billing Rate Schedule shown in Exhibit "c" may be adjusted annually based upon the Miami - Fort Lauderdale Consumer Price Index issued by the U.S. Department of Labor, Bureau of Labor Statistics. Such adjustment shall be calculated by multiplying the ratio of the April index divided by the previous year's index by the Hourly Rate Schedule to define the new Hourly Rate Schedule. The maximum increase will be limited to three percent (3%). 6.5 Method of Billing and Pavrnent. With respect to all Services, Consultant shall submit billings on a monthly basis in a timely manner. These billings shall identify the nature of the work performed; the total hours of work performed by employee category; and the respective hourly billing rate associated with the employee category from the Hourly Rate Schedule. In the event subconsultant work is accomplished utilizing the lump sum method, the percentage of completion shall be identified. Billings shall also itemize and summarize Reimbursables by category. Where written approval of the City is required for Reimbursables, a copy of said approval shall accompany the billing for such Reimbursable. When requested, Consultant shall provide backup for past and current invoices that records hours for all Services by employee category and reimbursable by category. 6.6 The City shall pay Consultant within forty-five (45) calendar days from receipt of Consultant's proper statement. 17 Botanical Garden Improvement Project March 2004 ARTICLE 7. CONSULTANT'S ACCOUNTING RECORDS 7.1 Consultant shall keep such records and accounts and require any and all Consultant and sub consultants to keep such records and accounts as may be necessary in order to record complete and correct entries as to personnel hours charged to the Project, and any expenses for which Consultant expects to be reimbursed. All books and records relative to the Project will be available at all reasonable times for examination and audit by City and shall be kept for a period ofthree (3) years after the completion of all work to be performed pursuant to this Agreement. Incomplete or incorrect entries in such books and records will be grounds for City's disallowance of any fees or expenses based upon such entries. All books and records which are considered public records shall, pursuant to Chapter 119, Florida Statutes, be kept by Consultant in accordance with such statutes. ARTICLE 8. OWNERSHIP AND USE OF DOCUMENTS 8.1 Electronic files of all documents, including, but not limited to, tracings, drawings, estimates, specifications, investigations and studies completed or partially completed, shall become the property of the City upon completion, termination, or abandonment of the Project. Consultant shall deliver the above documents to the City within thirty (30) days of completion of the Project, or termination of this Agreement, or termination or abandonment ofthe Project. 8.2 Any re-use of documents by City without written verification or adaptation by Consultant for the specific purpose intended will be without liability to Consultant. ARTICLE 9. TERMINATION OF AGREEMENT 9.1 Termination For Lack Of Funds. The City is a governmental entity and is subject to the appropriation of funds by its legislative body in an amount sufficient to allow continuation of its performance in accordance with the terms and conditions of this 18 Botanical Garden Improvement Project March 2004 Agreement. In the event there is a lack of adequate funding for the Project, the Project may be abandoned or terminated, and the City may cancel this Agreement as provided for herein without further liability to the City. 9.2 Termination For Cause. The City may terminate this Agreement for cause in the event that the Consultant (1) violates any provisions of this Agreement or performs same in bad faith; or (2) unreasonably delays the performance of the Services, upon notice to the Consultant, in writing, seven (7) days prior to termination. In the case of termination by the City for cause, the Consultant shall be granted a thirty (30) day cure period after receipt of written notice from the City. 9.2.1 In the event this Agreement is terminated by the City for cause, the City, at its sole option and discretion, may take over the Services and complete them by contracting with another consultant(s) or otherwise. In such event, the Consultant shall be liable to the City for any additional cost incurred by the City due to such termination. "Additional Cost" is defined as the difference between the actual cost of completion of such incomplete Services, and the cost of completion of such Services which would have resulted from payments to the Consultant hereunder had the Agreement not been terminated. 9.2.2 Payment only for Services satisfactorily performed by the Consultant and accepted by the City prior to receipt of a Notice of Termination, shall be made in accordance with Article 6 herein and the City shall have no further liability for compensation, expenses or fees to the Consultant. 9.2.3 Upon receipt of a written Notice of Termination, the Consultant shall promptly assemble and submit to the City, as provided herein or as required in the written notice, all documents, including drawings, calculations, specifications, correspondence, and all other relevant materials created and/or otherwise generated by Consultant pursuant to this Agreement. The City's receipt of all of the afore stated materials shall be a condition precedent to Consultant's receipt of 19 Botanical Garden Improvement Project March 2004 any payment due. 9.2.4 In the event of a termination for cause, no payments to the Consultant shall be made (1) for Services not satisfactorily performed; and (2) for assembly of submittal of documents, as provided above. 9.3 Termination For Convenience. The City, in addition to the rights and options to Terminate for Cause, as set forth herein, or any other provisions set forth in this Agreement, retains the right to terminate this Agreement, at its sole option, at any time, for convenience, without cause and without penalty, when in its sole discretion it deems such termination is in the best interest of the City, upon notice to Consultant in writing fourteen (14) days prior to termination. In the event City terminates Consultant's services for its convenience, as provided herein, Consultant shall be compensated for all Services rendered up to the time of receipt of said written termination notice, and for the assembly and submittal to the City of documents for the Services performed, and the City shall have no further liability for compensation, expenses or fees to the Consultant. 9.4 Termination By Consultant. The Consultant may only terminate this Agreement for cause in the event that the City willfully violates any provisions of this Agreement or umeasonably delays payment for the Services, upon written notice to the City, thirty (30) days prior to termination. In that event, payment for Services satisfactorily performed by the Consultant and accepted by the City prior to receipt of a Notice of Termination shall be made in accordance with Article 6 herein. In the case of termination by Consultant for cause, the City shall be granted a thirty (30) day cure period after receipt of written notice from the Consultant. 9.4.1 The Consultant shall have no right to terminate this Agreement for convenience ofthe Consultant. 9.5 Implementation Of Termination. In the event of termination, either for cause or for convenience, the Consultant, upon receipt of the Notice of Termination, shall (1) 20 Botanical Garden Improvement Project March 2004 stop the performance of Services under this Agreement on the date and to the extent specified in the Notice of Termination; (2) place no further orders or subcontracts except for any that may be authorized, in writing, by the City, prior to their occurrence; (3) terminate all orders and subcontracts to the extent that they relate to the performance of the Services terminated by the Notice of Termination; (4) promptly assemble and submit, as provided herein, all documents for the Services performed, including drawings, calculations, specifications, correspondence, and all other relevant materials affected by the termination; and (5) complete performance of any Services as shall not have been terminated by the Notice Of Termination, and as specifically set forth therein. 9.6 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, the City has the right to terminate this Agreement without liability to the Consultant for any reason whatsoever. ARTICLE 10, INSURANCE 10.1 The Consultant shall comply throughout the term of this Agreement with the insurance requirements stipulated herein. It is agreed by the parties that the Consultant shall not commence any work on this Project until satisfactory proof of the following insurance coverage has been furnished to the City. The Consultant will maintain in effect the following insurance coverage: (a) Professional Liability Insurance in the amount of One Million ($1,000,000.00) Dollars per occurrence, with a maximum deductible of$150,000 per occurrence, $450,000 aggregate. Consultant shall notify City in writing within thirty (30) days of any claims filed or made against the Professional Liability Insurance Policy. 21 Botanical Garden Improvement Project March 2004 (b) Comprehensive General Liability Insurance III 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 coverage. The City must be named as an additional insured on this policy. (c) Worker's compensation and employer's liability coverage within the statutory limits of the State of Florida. 10.2 The Consultant must give thirty (30) days prior written notice of cancellation or of substantial modifications in the insurance coverage, to the City Manager. 10.3 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 of Florida and countersigned by the company's Florida resident agent. lOA Consultant shall provide to City a Certificate of Insurance or a copy of all insurance policies required above. City reserves the right to require a certified copy of such policies upon request. All certificates and endorsements required herein shall state that the City shall be given thirty (30) days notice prior to expiration or cancellation of the policy. ARTICLE 11. INDEMNIFICATION 11.1 Consultant herein agrees to indemnify and hold harmless the City, and its officers, agents and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Consultant and other persons employed or utilized by the Consultant in the performance of the Agreement. 22 Botanical Garden Improvement Project March 2004 ARTICLE 12. VENUE 12.1 This Agreement shall be enforceable in Miami-Dade County, Florida, and iflegal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be Miami-Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT, CONSULTANT AND OWNER EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. ARTICLE 13. LIMITATION OF LIABILITY 13.1 The 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 the City of this Agreement, so that its liability for any such breach never exceeds the amount of the fees for Services agreed upon under the terms of the Agreement, less any amount(s) paid to Consultant thereunder. Consultant hereby expresses its willingness to enter into this Agreement with Consultant's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of the fee for Services agreed upon under the terms of the Agreement, less the amount of all funds actually paid by the City to the Consultant Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant hereby agrees that the City shall not be liable to Consultant for money damages due to an alleged breach by the City of this Agreement in an amount in excess 23 Botanical Garden Improvement Project March 2004 of the amount of fee under any this Agreement, which amount shall be reduced by the amount actually paid by the City to Consultant for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. 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 Section 768.28, Florida Statutes. ARTICLE 14. MISCELLANEOUS PROVISIONS 14.1 The laws of the State of Florida shall govern this Agreement. 14.2 Equal Opportunity Employment: Consultant agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, national origin, disability or sexual orientation and will take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to sexual orientation, race, color, religion, sex, age, national origin, or disability. This provision shall include, but not be limited to, the following: employment upgrading, demotion or transfer; recruitment advertising, layoff or compensation; and selection for training, including apprenticeships. Consultant agrees to furnish City with a copy of its Affirmative Action Policy. 14.3 Public Entity Crimes Act: In accordance with the Public Entity Crimes Act (Section 287.133, Florida Statutes), a person or affiliate who is a consultant, who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to the City, may not submit a bid on a contract with the City for the construction or repair of a public building or public work, may not bids or leases of real property to the City, may not be awarded or perform work as a contractor, supplier, subcontractor, or subconsultant under a contract with the City, and may not transact business with the City in excess of the threshold amount provided in Section 287.017, Florida Statutes, for Category Two for a period of 36 months from the date of being placed on the convicted vendor list. Violation of this 24 Botanical Garden Improvement Project March 2004 Section by Consultant shall result In cancellation and may result In ConsultantDs debarment. 14.4 No Contingent Fee: Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm other than a bona fide employee working solely for Consultant any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, City shall have the right to terminate the Agreement without liability at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 14.5 The Consultant represents that it has made and will make reasonable investigation of all subconsultants to be utilized in the performance of work under this Agreement to determine that they possess the skill, knowledge and experience necessary to enable them to perform the services required. Nothing in this Agreement shall relieve the Consultant of its prime and sole responsibility for the performance of the work under this Agreement. 14.6 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 Proj ect. 14.7 This Agreement, or any interest herein, shall not be assigned, transferred or otherwise encumbered by Consultant, under any circumstances, without the prior written consent of City. 25 Botanical Garden Improvement Project March 2004 14.8 This document incorporates and includes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein; and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. ARTICLE 15. NOTICE 15.1 All written notices given to City by Consultant shall be addressed to: City Manager Office c/o Assistant City Manager Robert Middaugh City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 With a copy to: Tim Hemstreet Capital hnprovement Projects Director Capital hnprovement Project Office City of Miami Beach 1701 Meridian Avenue, Suite 201 Miami Beach, Florida 33139 All written notices given to the Consultant from the City shall be addressed to: EDA W Incorporated 26 Botanical Garden Improvement Project March 2004 817 W. Peachtree Street NW Suite 770 Atlanta, Georgia 30308 Attn: Leo Alvarez All notices mailed to either party shall be deemed to be sufficiently transmitted if sent by certified mail, return receipt requested. IN WITNESS WHEREOF, the parties hereto have hereunto caused these presents to be signed in their names by their duly authorized officers and witnesses and City Clerk on the day and year first h ei ATTEST ~G ~(Uck Robert Parcher, City Clerk EDAW, Inc. ATTEST: Name of Corporation s~re~ ~~~ By: :fl ~t1T' (Corporate Seal) uY-EJY\ I V~NeS(Deo/ Print Name and Title' 1f--J N G(~. Z-S!!JaYOf~,20M APPROVED AS 10 FORM & LANGUAGE & fOR EXECUTION ~'-/'j- tJ'j ~^ on. 27 Botanical Garden Improvement Project March 2004 SCHEDULE A CITY OF MIAMI BEACH. FLORIDA MIAMI BEACH BOTANICAL GARDEN IMPROVEMENT PROJECT SCOPE OF AlE CONSULTANT SERVICES CONSULTANT: EDAW. INC. BACKGROUND The City of Miami Beach (CITY) has developed its multi-million dollar, multi-year "Planned Progress" Capital Improvement Program to rebuild the City's existing roads, infrastructure, utilities, parks and facilities, and to build new capital projects where they are needed. The Program will dramatically improve the quality of life of the City's residents and complement the enormous amount of private reinvestment that has taken place in the City. For the park and facilities projects included in the Planned Progress Program (including the Miami Beach Botanical Garden Improvement Project), the CITY has contracted the services of URS Corporation to function as Program Manager (PROGRAM MANAGER), and act as the CITY's agent with regard to all aspects of this scope of services. Hence, PROGRAM MANAGER shall serve as the focal point of contact with the Architectural! Engineering firm (CONSULTANT). The CITY will retain contractual agreement responsibilities with the CONSULTANT firms. This Project scope is limited to "Phase One" AlE services relative to the Miami Beach Botanical Garden Improvement Project. For the purposes of this Agreement, the contracted scope of services shall only include the architectural, landscape architectural, and!or engineering and related professional services relative to planning services for the Project, as hereinafter set forth, Article 1: Scope of Work. The City may, at its sole discretion, upon successful negotiation with the Consultant, amend this Agreement to include design, bidding, and construction administration services. 28 Botanical Garden Improvement Project March 2004 MIAMI BEACH BOTANICAL GARDEN IMPROVEMENT PROJECT The Miami Beach Botanical Garden was first opened in 1962 and at that time was called the "Garden Center". In 1997 the Botanical Garden went through a $176,000 rehabilitation, which included the installation of a new fence around the facility, enclosement of the two atria, and renovation of the restrooms to meet ADA requirements. In 1998, the Mayor's Ad Hoc Committee developed a Master Plan which was geared to provide a firm but flexible foundation for the future so that the next generation could modify what was being done at the time to meet their needs. This Master Plan was revised in June, 2000. In July 2001, the City contracted with the Miami Beach Garden Conservancy, Inc., a not-for-profit corporation formed by citizens to promote the Botanical Garden and to manage and operate the Garden to provide the following benefits to the community: . Enjoyment of a beautiful Botanical Garden . Education for both children and adults . A unique and enjoyable venue for visual and performing arts, special events, receptions and community meetings . A catalyst for community promotion of beautification and ecological improvement of the City of Miami Beach . A popular and memorable tourist destination The Miami Beach Botanical Garden is located between the Convention Center and the Holocaust Memorial and is bounded by Dade Boulevard to the north, Convention Center Drive to the east, and 19th Street to the south. The surrounding neighborhood includes low and high-density residential, commercial, institutional, and recreational uses. The Project consists of improvements to the Garden's buildings, grounds, infrastructure, plantings, and irrigation system, and associated work. This scope of work addresses only the planning effort for the Project. Once the planning effort is completed and a funded, prioritized program of improvements is determined, a separate scope of 29 Botanical Garden Improvement Project March 2004 services may be developed, at the City' s discretion and subject further to the negotiation and approval of an amendment to this Agreement, to address design and construction administration. A key factor that must be addressed in the planning effort is the re-design and potential replacement of the current facility to satisfy the accreditation requirements of the American Association of Museums (AAM). Total construction funds budgeted for this Project are approximately $1,500,000 which was allocated in the 1999 Miami Beach General Obligation Bond. During the planning effort, additional funding may be identified. Article I: Scope of Work: Revised Concept Plan The Consultant will be responsible for the revision of the Concept Plan developed in June 2000. One of the key factors that must be addressed in the revised Concept Plan is the re-design of the current facility to satisfy the accreditation requirements of the American Association of Museums (AAM). This plan will serve as the basis for the development of the design and construction documents for the Botanical Garden. Additionally, this phase will include an updated cost estimate for improvements. The revised concept plan will be based on the "Scope of Work Info" document developed by the Miami Beach Conservancy Board. The scope of services will include (but is not limited to): A, Data Gathering Additional data gathering to include obtaining current site/boundary surveys, building as-builts, and other relevant information for the planning and design efforts. The City will provide all available relevant background information and documents before or during the kick-off meeting. The Consultant will walk the site and evaluate existing conditions, This scope does not include providing an updated and current survey of the site. The Consultant will assist the City in obtaining a survey, by providing input to the proposed surveyor's scope of work, and coordinating with the Surveyor retained by the City. The Consultant will also obtain information on accreditation requirements of the American Association of Museums. 30 Botanical Garden Improvement Project March 2004 Oeliverables: 1, Kick off Meeting. 2. Attend reconnaissance site visit. 3. Assist the City in obtaining the required survey. B. Workshop I Prior to beginning the revision of the Master Plan, the Consultant will be required to participate in a (1 )-day workshop with the City of Miami Beach staff, the Miami Beach Garden Conservancy, URS and any other pertinent parties to obtain information regarding the program requirements, wishes/desires and any information necessary to update the existing Concept Plan. The final product at the end of this workshop will be a quantified program for the Garden documented by the Consultant. Oeliverables: 1. Statement of "Vision" for the Garden including such items as an update of the Mission Statement, goals and objectives, as appropriate 2. Outline of programmatic / operational goals as related to criteria for AAM accreditation, 3. Physical program requirements for facilities, outdoor functional spaces and other site improvements, quantified by area and/or capacity or function, C, Preliminary Concept Plan/Alternatives The Consultant will be required to develop preliminary concept plan and three alternatives that incorporate the information obtained at Workshop I. The alternatives should address landscaping, signage, circulation and building architectural elements. The preliminary concept plan must address the American Association of Museums accreditation requirements. Three Alternatives will be prepared based on the agreed program established in the Workshop. These alternatives will explore and test distinctly 31 Botanical Garden Improvement Project March 2004 different approaches to spatial organization, circulation, design character and connectivity to off site elements, but will each represent a positive and viable solution that meets the stated program requirements. The Alternatives will address such issues (as appropriate) as curatorial and interpretive emphasis for the landscape; treatment of existing gardens, spaces and specimen plants; access, 'main entrance' and pedestrian circulation pattern; menu of outdoor spaces and venues; new buildings location size and character; treatment of existing building (rehabilitation, replacement or removal); treatment of existing fountain; ornamental planting, lighting, sign age, site furnishings and other amenities; security; and offsite outreach opportunities. Deliverables: 1, Alternative Concept Plans comprising plan view and diagrams at appropriate scales. 2. Image boards/vignette sketches for design character of building and site elements, 3. Narrative description, 4. Conceptual cost estimates. 5, Evaluation matrix comparing Alternatives cost, benefits, program enhancement opportunities, outreach opportunities, and support for stated Mission / AAM criteria, D. Workshop II The Consultant will be required to participate in a second workshop with City of Miami Beach staff, the Miami Beach Garden Conservancy, URS and any other pertinent parties to review the preliminary concept plan /alternatives. The goal for this workshop is to review the plan presented and issue a directive for the Final Concept Plan. The Consultant will present and review the Alternatives in a %-day working session with Garden/Conservancy personnel staff and board members, City staff and Program 32 Botanical Garden Improvement Project March 2004 Manager and other appropriate parties. The outcome of the Workshop will be a consensus Preferred Plan that is developed from one of the Alternatives or a combination of elements from two or more. Oeliverables: 1. Facilitate Workshop with staff and stakeholders as appropriate, 2, Sketch or Overlay draft of preferred plan based on comments and input of Workshop participants, E. Final Concept Plan Based on the direction obtained in Workshop II, the Consultant will be required to prepare a Final Concept Plan for the Botanical Gardens that will address the identified program elements including accreditation requirements. The Final Concept Plan must include (but is not limited to): . A conceptual site plan with all program requirements. . An architectural concept for both new and renovated buildings. . An estimate of probable construction cost. . A proposal for phasing the project which includes the estimate of probable construction cost for each phase. . An illustrative site plan of the revised Final Master Plan. Oeliverables: 1, A Conceptual Site Plan (diagrammatic) defining the menu of program requirements and their accommodation on the site, as well as key functional and operational considerations such as entrance, visitor circulation sequence, thematic organization of key spaces or collections, etc. 2, Illustrative Site Plan (presentation graphic) illustrating all major proposed improvements, including new and renovated buildings, gardens, and other site spaces and site features, including major specimens, as well as planted or other key design elements. 3, Conceptual plans, supplemented as appropriate with sections or vignette sketches, of key facilities including new buildings and, as appropriate, re- use of the existing building, 4, Narrative description of the concept, including botanical I curatorial 33 Botanical Garden Improvement Project March 2004 emphasis, support of Mission, and support of anticipated programming in accordance with AAM criteria, 5, Preliminary cost estimate of all capital improvements. 6, Phasing plan identifying "First Phase" of improvements that meets the available budget as quantified by the City. 7, Final Presentation, 8, Presentation to City Commission. 9, Additional two Meetings, REIMBURSABLES Reproduction Services: CONSULTANT shall be reimbursed at the usual and customary rate for reproduction of reports, contract documents and miscellaneous items, as may be requested by CITY. An allowance of $1,500 has been established for this purpose; unused amounts in this allowance shall belong to the City. Travel and Subsistence: Not allowed. MINIMUM DRAWING REQUIREMENT The composite set of drawings to be produced shall contain sufficient information and detail to clearly define all proposed improvements in terms of quantity, quality and location. All drawings and details shall be to a scale sufficient to be legible. The CONSULTANT shall propose a drawing list to be reviewed and approved by the PROGRAM MANAGER. 34 Botanical Garden Improvement Project March 2004 SCHEDULE B PROFFESIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI EDA W. IDe, CONSULTANT COMPENSATION Please refer to the attached Schedule. 35 Botanical Garden Improvement Project March 2004 SCHEDULE C PROFFESIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND EDA W. Inc. HOURLY BILLING RATE SCHEDULE Classification Hourlv Billinl!: Rate Project Director $146,85 per hour Project Manager $121.57 per hour Landscape Architect $88.11 per hour Designer $73.93 per hour Project Administrator $121.53 per hour Clerical $40.51 per hour Project Director (Shapiro) $145.00 per hour Project Director (Weymouth) $146.85 per hour Senior Engineer $104.31 per hour 36 Botanical Garden Improvement Project March 2004 SCHEDULE D PROFFESIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND EDA W. Inc, PROJECT SCHEDULE Task Description: 1: Planning Services (Total) Working days after Notice to Proceed 180 Days A: Project Kick Off Meeting 1 Days Data Gathering Meeting 30 Day City I EDA W obtains site survey 25 Days B: Workshop I 1 Days Workshop I Deliverables 15 Days C: Concept Plan Alternatives 32 Days D: Workshop 2 1 Days Workshop II Deliverables 15 Days E: Final Concept Plans & Presentations 56 Days F: Final Presentation 3 Days G: City Commission Presentation 1 Days The above durations are inclusive of a 5 working day response time by the Program Manager and City for items submitted for review and approvaL 37 : 1::1 : '(3 : ;:1: I !~ is ~ ,~ ., I: ",I! "' d .,,,, <0 iil~'iiliil iil ~~ ;;:1 ;;;; OClOCC 0 CiCIO '" ~ Z ~ 0 ZIIlIll ;!:..JUl ..J ::1<( ::IC:!: Ullll'" z:!:" oOz OUl- IIlZ :rUrlwZ oc("-:5 c(::EZ'" llllllc(Q. 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