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93-20767 RESO Incomplete " .. "..; ~ ~ \...... , ~ \ u. ..i;<..;' ~ . i .: L' " .,S". \,. .J ~ ..J \() \, (~~ ..~: ~. :~~ -.I ..... -~ ~ ~ \L. .J ~; '\" ~ ' .... ' . . '{",.....~ -.~ :. -i ~ "--..::i- "'1 ~l ~ \'"!"' 4;-"~ ~ _ \i... <!. ~...~ ....) 1'-" . '1 ~ -' ~ ~ 1 ~ {~ . ~ ~ ! ~: I~ ~ ~ ~ ~~ ~ -- ~ ~ I 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 $165,000, TO CREATE A PLAN FOR THE REVITALIZATION OF LINCOLN ROAD. WHEREAS, the city of Miami Beach in conjunction with the Miami Beach Development Corporation and the Lincoln Road Task Force are desirous to create a plan for the revitalization of Lincoln Road within the city of Miami Beach, Florida; and WHEREAS, the Miami Beach Development corporation wishes to enter into a contract agreement with the consulting team of Benjamin Thompson and Associates/Forest city Ratner to create said plan; and WHEREAS, said contract agreement, attached as (Exhibit A) to this Resolution, addresses the necessary concerns and issues raised by the Miami Beach Development Coroporation, the Lincoln Road Task Force and the City of Miami Beach; and WHEREAS, on March 3rd, 1993, Resolution No, 93-20729 was passed by the City Commission of the City of Miami Beach, Florida, which appropriates internal funds towards this project; and WHEREAS, the City of Miami Beach intends to reimburse itself for all or a portion of the expenses associated with Lincoln Road revitalization improvements, NOW, THEREFORE BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Miami Beach Development corporation is authorized to enter into the attached Professional Services Agreement with Benjamin Thompson and Associate$/Forest City Ratner in the amount of $165,000, to create a plan for the Revitalization of Lincoln Ro d, PASSED and ADOPTED this April MAYOR ATTEST: "7 ' ,I u./vlid (c !)j/,,)( ./t.h- /1 ,/, -:..h'Z-jJ ' CITY CLERK d {)/~',.:-t/ FORM APPROVED LEGAL DEPT. JC~ By Date ti, 'L- t{ 3 SAMPLE. Cory 4 - ..1. -~3 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", WIT N E SSE T 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: ARTICLB 1. DBFINITIONS Additional Services: services of Consultant which are outside the Basic services, as defined herein and more specifically 83 outlined in Schedules A and B, The Consultant may perform such AGENDA ITEM DATE 4-~-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 Consul tant, as further set forth in Schedules A and B of this Agreement, ~: 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 Mass~chusetts corporation authorized to do business in the State of Florida whose address is 14 story Street, Cambridge, MA 02138 ("BTA"), Force Maieure: 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 2 8.1 shall be responsible for assisting the city, MBDC and Consultant in fulfilling their respective obligations under this Agreement, Pro;ect 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, ProDosal 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 atl 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, ARTICLB 2. BASIC AND ADDITIONAL SERVICES BASIC SERVICES The Consultant shall provide the Basic Services for the Project as set forth in Schedule A attached hereto, within the time specified in the Time Line for Basic services as set forth in Schedule B attached hereto. The Consultant may be requested to provide Basic services for Phase II of the project, which may include the preparation of construction and other documents for improvements to Lincoln Road, The Scope of Services, Time of Completion and Fee for such Phase II services shall be subject to negotiation between the parties, and schedules shall be prepared substantially similar to Schedules A & B attached hereto, ADDITIONAL SERVICES Unless specifically provided for in this Agreement, any service which MBDC requests to be performed by Consultant not specifically included within the scope of Basic Services for Phase 3 85 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 TDm 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 4 86 but not limited to travel, long distance telephone, computer service, auto rental, hotel accommodations, reproduction costs, printing, etc, PAYMENTS ON ACCOUNT OF BASIC SERVICES - PHASE I Payment for the scope of work included in the Basic Services, as described in Schedule A, shall be made to the Consultant in five (5) installments, pursuant to Consultant's delivery of the work product documents as set forth in Schedule A; said work product due and deliverable to MBDC (with a copy to the City) at the conclusion of the individual phases of work as outlined on Schedule B and in totem consisting of the scope of work to be performed as the Basic services for the Project, The City and MBDC shall review and in writing approve (or request changes to) each document submission within fifteen (15) days of receipt thereof. MBDC and the City shall not unreasonably withhold their approval of any document submission provided such submission is in substantial conformance with the requirements of the particUlar work product document as set forth in Schedule A. Installment payments to the Consultant shall be as follows: 1. Payment of the first installment in the amount of $30,000, shall be made by MBDC within fifteen (15) days of MBDC and City's review and acceptance for conformance of the following work product: SUMMARY DOCUMENT PRESENTING DESCRIPTION OF EXISTING CONDITIONS, RELEVANT ECONOMIC AND MARKETING DATA, ANALYSIS OF MARKET AND ECONOMIC DATA, AND IDENTIFICATION OF TARGET MIX OF USES, 2. Payment of the second installment in the amount of $20,000, shall be made by MBDC within fifteen (15) days 5 87 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 FINANCING AND IMPLEMENTATION OF THE MANAGEMENT PROGRAM ESTABLISHMENT, MARKETING AND b,) SUMMARY DOCUMENT DESCRIBING SUGGESTED AND AGREED UPON GOVERNANCE STRUCTURE c.) SUMMARY DOCUMENT DESCRIBING FINANCING, INCENTIVES, RETENTION AND MITIGATION PROGRAM REQUIRED TO IMPLEMENT THE REVITALIZATION PROGRAM 6 88 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 faul t of the Consultants or its consultants, the unspent fee balance set forth herein shall be adjusted upwards to compensate for changes in the cost of living and other matters acceptable to the parties, PAYMENT ON ACCOUNT OF ADDITIONAL SERVICES Payment on account of the Consultant's Additional services as defined in Article 2 shall be made by MBDC within fifteen (15) days 7 89 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 perform~d 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. OnBRSBIP AND USE OP 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, ARTICLB 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 (30) days to cure such default, If such default remains uncured after thirty (30) days, MBDC and/or the City, upon seven days notice to Consultant, may terminate this Agreement, In that event, all finished and unfinished documents, data, studies, surveys, drawings, maps, 8 90 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 th$ 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 (30) days to cure such default, If such default remains uncured after thirty (30) days, Consultant may terminate this Agreement upon seven days notice to MBDC and the City. If Consultant exercises its termination right, MBDC shall compensate the Consultant, in accordance with Article 4, for all services performed by the Consultant prior to its exercise of said termination. MBDC shall have the right to suspend or abandon the services called for in this Agreement, If the project is suspended or abandoned in whole or in part for more than three (3) months, the Consultant shall be compensated for all services satisfactorily performed prior to receipt of written notice from MBDC of such suspension or such abandonment, The Consultant must provide MBDC with all documents, reports, drawings, computer reports and the like reflecting the work completed to date, If the project is 9 91 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 10 92 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 portiones) of the Basic Services not terminated, and as authorized by the written notice; terminate all orders and subcontracts to the extent that they relate to the performance of the Basic services terminated by the notice of termination; promptly assemble and submit as provided herein all documents for the Basic Services performed, including drawings, calculations, specifications, correspondence, and all other relevant materials affected by the termination; complete performance of any Basic services as shall not have been terminated by the notice of termination. Non-Solicitation The Consultant warrants that it has not employed or retained any company or person, other than an employee working solely for the Consultant, to solicit or secure this Agreement; and that it has not paid, nor agreed to pay any company or other person any fee, commission, gift or other consideration contingent upon the execution of this Agreement, For breach or violation of this warranty, MBDC and/or the City has the right to annul this Agreement without liability to the Consultant for any reason whatsoever, 11 33 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 12 34 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, ARTICLB t. 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 e(fect. 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 13 35 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 (30) 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, 14 36 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 arbi tration 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 Consul tant 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, carryon 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 Aqreement, but MBDC shall be under no obI igation to make payments to the Consultant on or against such claims, disputes, or other matters in question, during 15 37 the pendency of any arbitration or other proceeding to resolve such claims, disputes or other matters in question, MBDC and Consultant agree to recommendation as to which party arbitration, abide by the Arbitrator's shall bear the costs of 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 EXTBNT OF Aaree.ent 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, ARTICLB 12. ADDITIONAL DUTIBS. 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. Consul tant 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 99 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 Archite'ct, 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 I 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 liabiliti~s of any sub- consultants, and any other person or entity acting under the direction or control of the Consultant, When the term "Consultant" 19 .101 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 Consul tant 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 WITNBSS WBERBOP, 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: PORBST CITY RATNER COMPANIES WITNBSS By: (Signature) (Type Name of Person signing) WITNBSS BENJAMIN THOMPSON , ASSOCIATES By: (Signature) (Type Name of Person Signing) 8:jm:8greement.2 April 2, 1993 '-'i ! (' l , ....'1 t /' "'~ \ L:J) 23 '105 SCHEDUl.E 1\ SCOPE OF HORK FOR Rn9T~ RERVICES -- P"1\R~ T 'l'he Consul Lant shall develop a comprehensive revi tal i za tion program 1(11 Lincoln R0ad that will analyze market opportunities and economic potentia.!., (orge a community-based consensus of the vision for Lincolll Road, ami lonnulate a comprehensive strategy for the area's future development. That strategy includes both a physical development prograll as well a!'l a business and economic development program which collectively are intended to achieve and realize the community's !'lharrcl vision for 1, lncoln Road, 'l'he COlin" 1 Lilnt shall provide the tasks and eml pr"OdIWLR hr r r>il f I", describf'd ,'R Basic Services under this Agreement. 1. ltad{f~t.-1!na1ysi.!J_"and_Economic 1\na1ys19 1.1 Assemble population, demographic and economic data 1,2 Assemble visitor volume and demoqraphic data 1,3 Economic condition and trends of district 1.4 Survey existing business activity analysis -- Oc:c:up'-JlJcy rilt:eA, 'lellt levels, S,11es d,lLiI, 1',.d,':;It.iillJ ::/.".,., couuts/frequency of visits, IJopulation alld demographic data, Visitor demographics, /lotel Occupancy, Time / oparflt:jon tJJI"Jy,gi.'1 1.5 Market Segment Analysis Residential target areas, Youth/family/elderly populations, Seasonal populations, Tourists / convention v is i ton:;, RestfllJrt1l1/ visitors, Arts/entertaillment/Museum visitors, Office milrket 1.6 Target Market mix for new uses -- comparison to existing Retail & Specialty Retail, Restaurant & tood, Cultural/Arts/ Entertainment, Office, Residential, llotel/Convelltion/toudsm. Prepare an economic analysis and assemble and analyze rrlevnnt llIatl~el data. Overview the Study Area and Economic Conditions and Trends in t1H Study Area, Assemble population, demographic, economic data, hasemble visitor volume and demographic data. Identify Existing Business Activity. Identify customer and potential customer needs, Such information shall also include: pedestrian street counts, OCCllpaIlC) rates, rent levels, sales data, population and demographic datil, frequency of visits, visitor demographics, hotel occupancy, day illl( night hours of operation during the week and on weekends, . Considet the various market segments including: a) rpsldr>lItictl tnrqr~1 ar-eas (illll1l('dlately surroundinq neighborhood, ls1allds ;.Ind 41sl: SL,c,,1 circle, City-wide and regional circle); 11) youthful, lilllljJy, E'ldr>rJy il~Jl segmentnl.inll; c) Seasonnl residents and visitors; d) tourist r:€'sorl visitor:i ilud convclILion delcqiltp. vJsitor!q p) ''''lilln;, restauJ:i\I1'/r'lltertailllnent visitors, Based upon the above Overview derive a target mix of funcLional Lincoln HOiHl, including retail, office, . arts, entertninlllellt, residential, and other uses. Describe the gap between the status and the targeted mix. llseH illl C'ilLjnq, Cll r 10111 The consultant should undertake to detail market data and in subsequell' stages of this study to develop program initiatives in the fall owj 11' program suh-components: Retail and Specialty Retail Cultural/Arts Rntertainment / Restaurant 1()6 BASIC SERVTCRS Pl\GP. NO. Office Hpsidpnlial ,,(), r 1. / '1'011 r i Rill / C (III v r 111 i" II . COllsidE'J. Llll' advi!lilulllLy of .initiilLing faciJiLillc!d Cflllllllllllily (~(Iltllllill('c'~; to review llIarket data material and other plan components in onl!!L lo develop during the planning process a greater conununity-baRf'd implemenl'.at i Oil 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. ~~. __~~!'~!.QJL!L~~@~!!~~!~!Qn for the future of Lincoln Road bas~d upon economic conditions and opportunities and the vnlu~~ of t',l~ community. 2.1 Communi. /: y work sessi..on Presentation of HeReiJrch Establish shared Goals and visjon 2.2 Market test of ideas 1\ propOf~ed v.i.Rlon for IJincolll Hond shAll bp drveJoppd 1.111 flllqh Review of existing plans for Lincoln Road Overview of historical and emerging role of l,incoln Ho"d Economic, cultural, artistic, historical evaluation Resident and business interviews and focus groups 'l'est the derived vision with market reality and t.llr COJllllllllI i , Y '~ acceptance, It is understood that development of a shared vision for Lincoln Hoad if a critical element in the revitalization program. This common visior should be established early in the planning process wit.h substantinl community participation. Design of public spaces is an important componenl: of the plan. Consid=ration should be given to developing consensus building processE'! in establishing a shared vision for Lincoln Road that CiHl he emp I oyrd i I addressing the design of public spaces. End Product: SUllUllary Document outlining agreed goals for t.he Lincolr Road Revitalizat.ion Program, narrat.ive and graphic depiction of "Our Shared Vision for Lincoln Road" 1... _ Phys i~Jl.J. _P.~~~n.ing . 3.6 Exislillq condition pJans Ex;n Li IJg use pI an, Vaca IJcy Ana Iys J n, He v iew ex i s t i IJY pI.) Iln nil' stnd j en, Existing parking / tra f[ i.c, Exist i IIq .'It rf'rt..'w.1p'" 1,<; i 17""'1/" l,i.9/rI.illg PlalJ.'3, Climatic/solar inf1uclJcns study Model/Video Analysis Historic Resources Plan Public Space Design Land Use / Zoning Regulations, Public Space Preservation restrictions & encouragement, ties, Streetscape improvements / lighting, Public Space improvements Access / Circulation / services Parking needs & requirements, Public Transportation improvemelltn Pedestrian Access, Servicing/Utilities Retail Merchandising Plan / Diversification Tenant opportunities/mix, Merchandising Plan Cost Est.i.mates and Phasing of PubJjc Space JmprovP"'f'nl:!'; identity and activity Developmellt oppor.tfJfl i Design Guidelines [0 3.1 3.2 .1,3 3.4 3.5 3.7 107 BASIC SrmVICES Pl\GE tlO. 7 ],8 Sununary of Physical planning and urban design recom/ll('lIda U.rlllS ],9 Conununity Design Workshop (7.'he physical rlevelopmp.nt I,J<.111 llli1l 1m cTfMtcd i.//Jollqh c1nirrter- iJc:i.;vt. pr'oce!;!; hetweE'1I I.hl' de!;;y" t(."", and i.he cO/l/lII""il.y t() ('1 ",11,' recoJllmendations regarding the environment utilizing specii.11 Lool~; and tecJmiques developed by BTA to simulate space and urban scale. 7~ese working models, con~"ter programs, ilnd video simul"tjon~ will be used during the study and remain in Miami Beach as tools for ma rketing and implementation and long term managp./IIent .i n th i.~ special district.] Undertake a comprehensive physical dp.velopment plan for 1. i rwo 111 Hn;jd its buildings and spaces, its environs and surroundings. Descriptive Analysis of Present Condi.tions Review of Historical Development <lnci F.:xisting Plans Identify Relevant Local, National and lnternati nlla I 'I', ,",,,d!> Land Use and Zoning Regulation Urban Dpsi.gn anci Streetscnpe Graphic Signage Direction System Public Space Improvements Private Property Design Hequirell1enls Preservation and Development Opportunitif's Parking, Circulation and 'rransportatioll 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 recoll1l11endations to strengthen l~incoln Hond' s connections and linkages to adjacent areas in order lo maximize lhe' opportunities to draw people from the Convention Center, Jackie Gleasoll Theatre, City Hall, the Art Deco District, and the beach and oceanfront hotels. Seek flexibility in the plan so that r..incoln Hoad call nrlapt to chnllq i 11(1 economic conditions. Recommend means of improving systems, including access to delivery and signage. the pedestrian and the area, internal vehicular circulatiol circulation, parking, Consider revi.talization techniques that will achieve n strollq, intenspl'y used pedestrian core capnble of attract.i.ng further rf'tn i 1 dpvp I oplllPIll:. Consider facilitation of developmeut opportunit ins wi I.hi.1I UIf' I.-II q,'1 area, including specifically the 17th Street/Washington l\venue 2-story garage, the at-grade parking lots adjacent to Lincoln Hoad, Meridian Ave/Lincoln Lane public and private spaces, the adaptation of under utilized office buildings. Recommend ways to encourage uses that to draw people to Lincoln Road. Beachfront connection. will serve as anchors and magllet! Seek to develop n Bayfront ntH Deeiqn of Public Spaces is an Important Component of the st~dv, Develop alternative streetscape schematic presentations to en<lble PH community to determine the nature and program of urban design and pllbli, BASIC SERVICES 108 P1\GE tlo.' space improvements to be undertaken on Lincoln Road. facilitate the determination of changes to be made to mall -- should it continue to hn closed to traffir., h" flexible so that it can be opclI"d or cJo~p-d, In this way, the ped"s td illl opener! , () r t If' ]\fter public resolution of the nature of public space dCRign, the consultant team will more rigorously describe the street and sidewalk improvements, landscaping, pedestrian lighting, strm~t (UTili tlln~ .,lId 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, Manaqement and Marketing PrQ9ra~~. 4.1 Comlllon l\rea Maintenance Streetscape maintenance / Lighting / lJirectfJtie.<;, 1..1//drw;Jp' maintenance, Sanitation, Enforcement of Design Cr- i 1:(> ri.1 4,2 Security 4.3 Transportfltion Management: Parking management, Shuttle bus / tro1lJ5port.1tioll, Cirr'//I.1I.;n// flnt' - vehicle & Pedestrian 4.4 Marketing Program Common Advertising, Publicity and promotion, Special Events ~ Cultural Arts Programming 4.5 Retail/restaurant market development New business recruitment, Business retention/expansion, Busines! Assistance Programs 4.6 Data collection and reporting systems - monitoring Occupancy rates, Rent / Sales data, Demographics / Jlol:".i Occupancy, Hotel occupancies, Hours of operation / controls Formulate and describe the management order Lo assure effective operation of competitive position. programs that will be required i1 Lincoln Road and its advantageoll! Management program elements to be considered shall lnr.ludr>: 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 illlll m~rkrting program should b0 to opE""f{' I manage I market Lincol n Hoad in a manner similar La il ma 11 (,r shopping center with single ownership and unified management. Effor'~ should be directed toward attracting people to Lincoln Road. A Data Collection and Reporting System shall be developed, including thf' following information: pedestrian street counts, occupancy rates, relIt levels, sales data, population and demographic data, visitor visits and demographics, hotel occupancy, day and night hours of operations duri'lq the week and on the weekend. To whom should Lincoln Road be marketed? By whom? What tTlflrketillg strategies and techniques should be used? What is a reasouablf' budget? 1\ solid marketing program ilnd strategy should be developed nud put lull place to fully capture the market opportunities available to Linenl, Road. Consideration shall be given to providing rental aflflist<lnce <lUU/OJ build-out assistance to encourClge development and at Lt ac f bur, j IIpnrH~~,. Describe the mechanisms that should be put into place to prov tel" !~,wl assistance, Determine ways to encourage late night hours of opeta! iOIl. Consideration should also be given to appropriate cOllttolr; illl( guidelines so that nightclubs, restaurants, and other late niq'" entertainment do not adversely impact Lincoln Road. End Product: Summary Document describing and implementation of the prograa the establishment, financin9 marketing and management 5. Orqanizational Structure. 5.1 Recommended staffing and budget for management and /IIarkeU.ng 5.2 Evaluation of current governance system 5.3 Integration with Collaborative decision-making process Based upon the management program, formulate the staffing and budqf>t requirements to implement the management and marketing program. Consider the current governance system and organizational structures. Iden~ify and recommend deemed necessary or desirable 1n order to more implementation of the program and its maintenance, any al ter na t j v( any modificatiOl adequately guide 'I'he process Internatiollal organizational organizations organizational of collaborative decision-making off(~r('d Downtown Association resource tealll a 11<) the structure as presently adopted and validated by should guide both the study process structure to be put into place. hy till clIr 1('11' endc)I"sj IIC and tit! The process should continue to assure that Lincoln Road's properL) owners, tenants, merchants, artists as well as South Beach and city-widl business and community organizations are fully engaged in deciding "pn, and implementing the Lincoln Road revitalization program. End Product: Summary Document describing suggested and agreed upo, governance structure 6. Financinq. Incentives, Retention and Mitiqatio~~ 6.1 Identification of financial resources improvements available for public !~a~ 1.10 BASIC SERVICES PAGE NO, :, 6,2 Identification of financing mpcl1allimll!> t:o miJximi7,r' priv"tr' .~(>("() participation 6.3 Adverse impact mitiqrJt:ioll prnrrr;uII - h"AjlH~A,r; rAt""t ;n" iJ!>!>r'!>!WIPllt 'l'his study should include identification of the resources that call III accessed and put into place in order to finance public ReeL()1 improvements and the management program. Financing mechanisms and incentives that are available or need to bl made available in order to maximize the participation of the privflb sector should also be identified, It is important that full consideration be given to mi.ni.m.b:illg <1I1~ adverse impact of the revitalization program through a busines: retention and mitigation element. End Product: Summary Document Describing Financing, Retention and Mitigation Program required the Revitalization Program. Incent.ives, to implt>mp.nl Final Report I End Product: The consultant team will be responsible for providing thl following work products: (a) Schematic drawings of a size suitable presentation graphically depicting improve.ents -- one set mounted and color .one set of mylars for reproduction, (b) A written report (100 copies aDd a reproducible maste, copy), providing study findings and conclusions including: for publil all propose. rendered anI Executive Summary Introduction Market Analysis Shared Vision Physical Development Plan Cost Estimates and Phasing Management and Marketing Project Financing Business Incentives Construction Mitigation Conclusion The work product shall include an estimate of preliminar: costs for any and all physical improvements proposed to b, undertaken on Lincoln Road. The work product shall include ; series of schematic plans in sufficient detail ant dimensions, along with specific street furniture and fixtur' recommendations, to enable construction drawings and hi. specifications to be prepared as a next phase. Interim and final reports, including all schematics, renderings alii drawings shall be the property of the Lincoln Road Task Force, Mime alii the City of Miami Beach and shall not be copyright protected. The filla report shall be prepared and submitted in reproducible form, The Consultant shall consider the following' as primary projec boundaries: from 16th Street on the south to 17th Street on the nortl, from Biscayne Bay on the west to the Atlantic Ocean on the east Lincoln Road should be viewed as a unified area stretching from lh, Ocean to the Bay. Particular emphasis should be accorded to th relationship of Lincoln Road to its surroundings -- including the Mia", BASIC SERVICES 11 ~ AGE NO. (j Beach Convention Center, the Jackie Glerlsoll 'rhea ter, thr hol.el di~ I r i c l, the residential communities, t.he Art Deco Distr iel. rllld Sou th M i fIIn i 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 oj this effort shall be submitted by the consultant team and U1E coordinating council to the Planning Board and the city Commis~ioll"f the City of Miami Beach for cOIlRiderntioll, review alld "clopf iOll. BASIC SERVICES 1.12 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 ReDort"); and WHEREAS, in October, 1992, a Request for Qualifications and Proposals for an interdisciplinary team of consultants to develop a comprehensive proposal for further revitalization of Lincoln Road was issued by MBDC, and approved by the city and the Task Force; and WHEREAS, the city has employed a Lincoln Road Director whose responsibility is to assist the Task Force in carrying out its functions; and WHEREAS, the parties wish to set forth in greater detail the services to be performed by MBDC regarding the Lincoln Road Revitalization Program, which will include: A) MBDC entering into a contract with a consultant team approved by the city for developing a Phase I program for further revitalization of Lincoln Road. 1 Schedule D 113 B) MBDC coordinating the revitalization effort with the Task Force and the city's Lincoln Road Director. NOW, THEREFORB, 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 Darties aoree to be ouided bY. subiect to city commission/city Manaoer aDDroval. the oovernino role of the Task Force and its Coordinatino council. all as referenced in the followino DreviouslY issued documents: Ai The Task Force ReDort Rl The By-Laws of the Task Force Ql The ODeratino Protocol Between the Coordinatinq council and MBDC (coDies of which documents are attached hereto as Exhibits A. Band C resDectivelY) 3. subject to the prior approval by the city of the form and substance of the contract, MBDC shall negotiate with a consultant team approved by the city commission and enter into a contract with said team to develop a comprehensive program for the further revitalization of Lincoln Road. 2 114 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 Director, including but not limited space, materials and equipment. to the Lincoln Road to, staffing, office 6. The following funds will be payable from the city to MBOC to fund the costs required by this Agreement: (a) Costs of .naaaina Consultant T.... 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 estim~ted $75,000 will be advanced by the city from such Improvement Program Resources (including any Lincoln Road special Assessment Distr~ct which may be created) as may be subsequently identified. The City of Miami Beach will make progress payments to MBDC within thirty (30) days receiving properly documented payment requests, such as the consultant's payment requests and progress reports reviewed and approved by MBDC, the Lincoln Road Director and the Task Force. 3 115 (b) SUDDort 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 TaskForce, will keep the City informed of all developme~ts 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 1.16 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 June 93 June 1993 ooto~.r 1993 october 1993 . Development of Performance criteria by Lincoln Road Director. . Definition of Revitalization Objectives. Lincoln Program Goals Road and . Establishment of Office Space on Lincoln Road for the Lincoln Road Director. . 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. . completion of Phase I of Consultant Team Contract (Planning , Design Phase) 5 117 December 1993 . Establishment of Funding Program including potential approval of special Assessment District. July 1994 . completion of Phase II (Construction Documents) of Consultant Team Contract. October 1994 . Put into place and implement the organizational structure to undertake the management and marketing program. It is anticipated that all milestones will be achieved as identified. Should it be anticipated by MBDC that any of these milestones may not be achieved, appropriate reporting and narrative description shall be provided to the city explaining the circumstances behind any delays and documenting reasons for such delays. 10. Any controversy or claim for money damages arising out of or relating to this Agreement, or the breach hereof, shall be settled by arbitration in accordance with the commercial Arbitration Rules of the American Arbitration Association, and the arbitration award shall be final and binding upon the parties hereto and subject to no appeal, and shall deal with the question of the costs of arbitration and all matters related thereto. In that regard, the parties shall mutually select one arbitrator, but to the extent the parties cannot agree upon the arbitrator, then the American Arbitration Association shall appoint one. Judgment upon the award rendered may be entered into any court having jurisdiction, or application may be made to such court for an order of enforcement. Any controversy or claim other than a controversy or claim for money damages arising out of or 6 .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 specif ic 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 citv: CITY OF MIAMI BEACH CITY MANAGER'S OFFICE 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FL 33139 ATTENTION: ROGER M. CARLTON, CITY MANAGER To MBQC: 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. 8 120 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. MBDe 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 lZ1 IN WITNESS WHERBOF, the parties hereto have caused this document to be executed by their duly authorized officials. THZ ') Mayor ATTEST: ::::t1~....1. l..~~ c.".~ C.LlAIe. MIAMI BEACH DBVBLOPMENT CORPORATION :J' , /(J //1/ ,/'~ ~'....-t:,/ ./ '/':~ , ,,,,,'/ ."" -,' / President / ATTEST: ~__~~.::::-:> Secretary FORM APPROVED LEGAL DEPT. By~6 _ Dole -f/-3)ii 10 122 . t:"'~':;:r .~ '~:::":~'l;:>'*.."~" . ,;:~::::~:;;' ~ ::r~;.?::::::~~:\. $. ,.~~~~~.. <:;::( .....,."~. .... ...,., .. I.'" ...'" .......... '~'.'t'., ,., i.' ...... .... '."""<0 ' ,..;," ...,,,,.,., '" . .; · ~.? "."1' ":'::~~h' t j'4'" ~I <"-Ii "':"':"~ :, :LiT : ;'~:~~~~:.. . i ~::':' (1'11~:~~ji~:~ 't<~i.: '. l. ~""'CA .F...1"~$\1~Q-1.~ ~A roo: '::.:::) 7:~..,.:.. d:' rt' .~. . .d'l... gXIIUH'1' .. 1\" ....... .... ." ... :':::<:::.. .:~ '.' <":.: ::' .. .., ,. Property Owners Merchants and Tenants Residents and Shoppers Visual and Performing Artists South Florida Arts Center Uncoln Road MercantHe Association New World Symphony Miami City BaRet Concert Association of Florida The Colony Theater The Uncoln Theater City of Miami Beach.Cbmmission Mayor's Transition T earn City Manager and Administration Miami Beach Chamber of Commerce Miami Design Preservation league Miami Beach Development Corporation For international Downtown Association Richard Bradley. President Tom Calrol! . Santa Monica Dave Feehan. Kalamazoo A project 01 the Miemi Beach Development COfporalion. .funded by the Miami Beach City Commission. Dapt. 01 Economic and Community Development. and the U.S. Depl. 01 HUD COBa Program. Report of Lincoln Road Task Force, Consensus Building Workshops .--...' ..... - ... .. ",~ II II II lZ3 l~Jt~~~("., .~ II ~,~ r-~.>" 18 ( :i ~ '-:.\:, ~ ~'1 ',kr-::' :~ ~:A;t'::':~j\ f' ~CKGROUND ~~ 't:~ f" '\: . 'I ~ · \..,~ j: :' .~~~~.; ~:;.. .~;. ; . '.' .$\ '...'. ,,' ,.'~ ~~f~ . :.:i:::.)f:"t :;.h:..::::;;:':::::: : r~*~i*~~ ~.. tt :." ............ .........'.. . ThiS is a report of the agreements reached by the Lincoln Road Task Force during its full-day workshop held on SatlJ'day, March 28. 1992, intended to design a planning process that will lead to the further revitalization of the Lincoln Road area. The workshop, facilitated by the Resource Team for the International Downtown Association. followed a day of interviews during which more than 150 people participated in a series of individual and small group sessions intended to examine perceptions and Identify assets of Lincoln Road. its problems, and concerns about any planning process to move forward In the future. Meetings were convened with representatives of property owners, retail merchants and tenants. artists and cultural institutions, public administrators and officials, the Chamber of Commerce. residents and other interested citizens. Based upon these interviews the resource team prepared an agenda which served as the basis for the discussions and agreements which were reached at the Saturday workshop. STRE'NGTHS PROBLEMS During the interviews, which took place on Friday, workshop participants identified many positive assets as well as problem areas. The following were identified by a majority of the participants: Q No Shared Vision Q Inadequate Access and Exposure Q Absence of Retail Uses a Physical Deterioration Q Inadequate Repairs and Maintenance C1lnsuflicienl Unkage to Hotels. Convention Center Performing Arts Theater. South Beach and Residences Q Need tor Greater Celebration of Arts Presence Maintenance I 8eCllity I Marketing Transportation System Q Mainlenance of Partdng Facilities Q Negative Image o Location. Location. Location o Parking Availability o Existing Mass of Commercial Space o Improving Neighborhood Demographics o Cultural and Artistic Use o Diversity of Architecture o History and World Renown o Lively Restaurant and Entertainment Area Cl Pedestrian Orientation Cl Proximity to Residents. Thealers, Holels and Convention Center a Capacity to Renect Community Vakles In general most people agreed that no one problem is central to solving the overall needs of revitalizing the area and that only an approach which addresses many of these problems will have the best chance of helping the area reach its potential and build on its many assets. . OBJECTIVES FOR A REVITALIZATION PROGRAM As a'consequence, it was recommended that any eftort to move forward must address Uncaln Road's needs In the following manner: tI As a unified area stretching from the Ocean to the Bay tI Comprehensive design and plan driven by arts, historic attributes and retail uses tI Connected to other activity centers (including Performing Center, Convention Center, hotel district and Ocean Drive) tI Operating with a common set of rules (zoning, use restrictions. shopping hours, etc.) tI With an increased presence of retail uses; Coordinated by a single management organization tI 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 . I:.LEMENTS OF '-HE PLANNING PROCESS In order to realize the set of revitalization bjectlves for Lincoln Road a comprehensive rogram is required that fully addresses the conomic, marketing, management and design .sues. A Request for Proposal should be prepared which aeks to engage an Interdisciplinary team of Jnsultants to (1) Undertake the market analysis fentlfying the targeted mix of uses, (2) Develop a islon and "constitution of values", (3) Undertake a hysical development plan addressing the issues of evelopment, zoning and design for Lincoln Road, Its urroundlngs and connected areas, (4) Develop a lanagement system plan for basic services, larketlng and promotion, and retail enhancement, i) Formulate an organizational structure to guide nplementatlon of the program and Its maintenance, nd (6) Develop the financing and Incentives as well s the construction mitigation programs. t this list of elements of the planning process, participants offered additional comments. 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 if11)act of a convention center hotel, Its funding and Its location; I Consider a proactive analysis of plans lor 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 sile opportunities and include a strategic plan as well as a business plan for the area. . . GOVERNANCE OF THE PLANNING PROCESS Lincoln Road Task Force : .:.:,.:.:.:.'.:.:.:-: "..;-:-):.... .:....... '.'. .'.... .;;:;~:':':"'~.(.:::::::~.::::. \;' .;:t:'::~::J Endorsing :.:"~, :.: .f.. Org!mi"atio' ns r.r'. [y anN. .;: ;:::::f. :~.l: ..t...ttf:\J~;~t\.. :::::.. . '.' " : .;.:. . :~ ~.. ConmmKy I~t Process Management Cornnitlee .:~~~~~' .:V':" ;!:,;;:~::::}~:;,: <tt\it t ':";~. Technical Cormitlee StlVeys The lunctlon of the Task Force Is to provide overall guidance and Input of the Uncoln Road community into the planning effort. Endorsing orgarizations are those major interest groups that undertake a policy convnltment, a financial cOmmitment and a wortdng Involvement In the planning effort. The coordinating council, made up of members of the Task Force and representatives of the Endorsing Organizations, has been Initially identified by the Task Force to serve as the executive and coordinating committee of the effort. , A process management committee will be made up of four or five people to represent the Task Force and Coordinating Council In taking care of many of the day-to-day Issues In order to make the process work as effectively and smoothly as possible. The staff Is accountable to the Process Management Committee and the Coordinating Council. Miami Beach Development Corporation as the administering agency is responsible for attending to all related administrative matters and will be guided by the representatives of the Task Force as it relates to this project. 125 II Ans& CullUIE .....:::..:::...... UN C 0 L N R 0 A D ~M~;'~::.;~;J;.J;,~~b~:_~lf'. *":::~< )'.1 ~: t ~ .. ,): :-1",:-; :~;~:.~ RETAIl CElmI II II Cm HAU OcEAN DIM C()U.IU AVINUI II II An DKO DISTIICT: ."..' ," ." .' ..,. .::.: ,::,':'.:' .. ',\ :: ::;:::. ::::::,:.>::::::./,.'~i'(:::':/: '}::;.:. "'::':" :',.., A'. '.....56.. R"":' ':'::'RED" ,.,0.., ..,....,... ',.,...... .. .,' ::";',"-' "',-,".:": ::. .:::; - ::-:--:', .,' .,.... ",' . '. ..... .... .. .. '. . . '. . . "', ,- -.. . ....,., .... . '.' . , . , >YISI:O:N LINCOLN ROAD: A SHARED VISION GOo\LS AND PROGRAMS ", DlMOCIlAPllea ", acoNOll1CI ", IlCAIlIlrT AJIIAIJIIS ",_lNC ",CUAllUIl_ ",Ilallm ",_uc_cu ", 8U1U11tC COIIII1lUCnOIl An .....nnAJIIOIl lZ6 ..>............... LINCOLN ROAD ~\~l;i~d"~"~,~ f :.' t "':?l ...."'.,~ ., ........~ ~.':'! 1:"'1.'~'. . .~ ~l'~ ,.............. :':l:t~;: J:;','il :':'t::~,>" ~\R~~. . ENDORSING ORGANIZATIONS Miami Beach Cny Commlslon Mayo"s Transnlon Team Lincoln Aoad Property Owners Association Lincoln Road Mercantile Association South Florida Arts Center New World Symphony Miami City Ballet Concert Association Of Florida The Colony Theater The Lincoln Theater Area Residents Organizations Miami Beach Chamber of Commerce Miami Design Preservation League Miami Beach Development Corporation. The Administering Agency . City of Miami Beach Mayor Seymour Gelber Convnlssioner Sy Eisenberg Commissioner David Pearlson Commissioner Susan F. Gottlieb Commissioner Aba Resnick Commissioner Neisen O. Kaseln Convnlssioner Martin Shapiro Roger Carlton, City Manager Economic & Community Development Planning and Zoning Department Parks and Recreation Department Pubfics Works Department Historic Preservation and Urban Design . L,NCOLN ROAD TASK FORCE Co-chair: Mel Schlesser. I. Stanley Levine. Michael Aller. DixQn Alvarino' Oscar Balsman Carlos Bellas Stuart Blumberg Matilde Bower. Paul Breslin Sherna Brody. Michael Carel Marcie Chariff Tom Conners Roberto Datorre Thelma Deutsch Jeff DonneDy" Judith Drucker Gary Feinberg. Nathan Finkelstein Murray Gaby Richard Gatti Paul Gioia Jennesee Goerlick Tony Goldman Dean Grandin Saul Gross Jose Heres Naomi Honig William Irvine Mitchell Kaplan Mitchell Korus Meyer Kotler Jud Kurlanchek Richard Lane. Cathy Left" Sidney Lewis. Stephen LoSasso Judy London Harry Mavrogenes' Jim McFadden Doris Myers' Tony Naboa Maria Pellerin' James Quinlan Robert Ouitlner Jose Raij Craig Robins Stuart Rogel Mike Saclarides Nell Santamarina' Ellie Schneiderman Debra Scholl Jacqueline Simkin. Bruce Singer. Molly Stein Erwin Stern. Lyle Stern. Dorothy Summer Howard Talesnick Lenore Toby. William Wagenaar. James Weinstock Wade Whynot Bernard Zyscovich (")Coordinaling Council Denis Russ, Projed Director . OTHER PARTICIPANTS &: CONTRIBUTORS Jack Mlstedt Karen Barolsky Janet Braner Erika Brlghan Susan Brustman Jean Buhler Andrew Capitman Carlos Capote Tony Chimento Ken Clark Melissa Cloud Rose Cuono Miguen Del Camplllo Beth Dunlop William Farkas J.M. Fortain Joe Fontana Georgina Gaeta Barbara Gillman S.J. Halperin Gladys Hernando Liz Jason Kurt Karmln Raul Lastra J.F. LeJeune Nancy Liebman Greg Madsen Olga Matus Anne McCoy Denis Morin Ray Noas Stephen Norman Samuel Pearlman Elizabeth Plater-Zyberk Kattle Platt Sylvia Rodriguez Harold Rosen Aaron Rubin Marla Salcedo Israel Sands Adriana Savino Miller Anne Saxe Isaac Sklar Rebecca Sklar Mark Soyka Len Spiegel Ellenor Stacholy Dora Tarabori Barbara Vallera James Wang Gary Wells Nancy Wells lZ7 EX II [ II I ']' "n " LINCOLN ROAD TASK FORCE AND COORDINATING COUNCIL BY-LAWS These By-Laws derive in substantial part from the spirit of the collaborative decision-making model, community planning process and agreements reached in the March 28, 1992 consensus building workshops of the Lincoln Road Task Force, codified into "Report of Lincoln Road Task Force, Consensus Building Workshops." ARTICLE I -- NAME. The name of this association shall be the Lincoln Road Task Force and its executive committee shall be named the Coordinating Council. ARTICLE II -- PURPOSE. The purpose of the Lincoln Road Task Force and its Coordinating Council shall be to propose and implement a program of short-term and long-term improvements, guide the comprehensive planning process, facilitate the implementation of physical improvements, and undertake marketing and management programs for the further revitalization of Lincoln Road. ARTICLE III Coordinating Council body. AFFILIATION. The Task Force and its shall act as an independent policy-making (a) The Task Force and its Coordinating Council shall provide policy guidance to the City commission of the City of Miami Beach and shall work collaboratively with the City Manager and Administration in planning and implementing Lincoln Road improvement programs. (b) MBDC shall be the administering ~gency 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. ARTtCLE IV -- MEMBERSHIP IN THE TASK FORCE. Lincoln Road property owners, merchants, tenants, residents, shoppers, artists and ,other persons evidencing a commitment to the purposes of the association shall be eligible for membership in the Lincoln Road Task Force. (a) Applicants may be admitted to membership upon a majority vote of the Coordinating Council, which shall be sensitive to assure a representative balance of members. (b) Members may be removed for lack of participation, including absence from three consecutive meetings, upon a majority vote of the Coordinating Council. 1~8 (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 tile 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 B 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. ARTICLB VI COORDINATING COUNCIL. (a) The coordinating within the Force. Coordinating Council serves as the executive and committee of the Lincoln Road Task Force, operating broad policy parameters established by the Task (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 B days prior to the meeting, except under extraordi~ary 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. 1~9 . 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 conaboraUve, 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 lIneoln Road Task Force. .I A collaborative problem solving process must Include from the beginning an the Individuals or groups responsible for final decisions or affected by the decision, or have the power to block the decisions. .lit you don't agree on the problem, you'" never agree on the solution. Coftaboratlve problem solving Is problem oriented vs solution oriented. .I Participants In a collaborative process mJst own the process. They must be Involved In designing the process. .I Collaborative problem solving proceeds phase by phase with a check polrC for consensus at the end of each phase. .I The key decision makers must agree to participate In the collaborative process and consider It as an Integral part of their .rear decision making process. Only the parties with the ultimate power can make a wlnlwln process. .I The commitment of the key decision making organizations must be evidenced by a commitment of resources (dollars, In kind support services. personnel. etc.). .I A participative process takes time. money and staft support. Often, you must go slow to go fast. .I The process of collaboration mJst be seen as ongoing. not as a one-shot deal. .I A collaborative process must be educational. Participants In each ring of Involvement must be educated about the Issues. The process of education Is one of the Important benefits of a conabaratlve process. .I A collaborative effort must produce some Immediate successes/splnoffs In order to demonstrate Its legitimacy and effectiveness. .I A collaborative process must be open and vlslble.The public must be aware of It as It happens. MIldIa and .spectaculars" are Important tools. .I The key to effective collaboration Is how the meetings are run. The role of neutral. third party facilitator Is crutlal. . TIME TABLE FOR THE PLANNING PROCESS Most of the workshop participants expressed serious concems 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 outUne for the time table which was endorsed by the Task Force. APRIL / MAY a Seek Endorsements IIId FtnIng a Meelngs of Task Forte & CommltIees .. o InIl1ate Short Term Projects JUNE/JULY/AUGUST o Prepn Requesl lor Proposal o Evaluate SubmIssions o SeIed Consulllng Team SEPTEMBER/OCTOBER o Market Research o PrelimMy VIsIon o Continue Short Term Projects NOVEMBER/DECEMBER a Development Plan .. Concept I Schemallc I Design a Management Systems Plan SHORT TERM IMPROVEMENTS: There was general agreement that It was not necessary to walt until some kind of planning effort was completed to begin undertaking a series of actions which coukl lead to the Immediate Improvement of the area. The effort to Ident"y. prioritize and Implement short-term Improvements that was begun by MBDe and the Mayor's Transition Team would be undertaken by the Uncaln Road Task Force as a high priority. 1993 o Finance & Incentives o Organization o Conswdion Mitigation 130 EXI1I8IT "e" OPERATING PROTOCOL Coordinating Council of the Lincoln Road Task Force and Miaai Beach Development corporation The Lincoln Road Task Force and independent policy making bodies term improvement program and the for the further revitalization of its Coordinating Council are organized to guide the short comprehensive planning process Lincoln Road. MBDC provides staff support, fiscal stewardship and other administrative services to the Task Force and its Council. 131 ctt \ ' ,,It,'J \ I I,... " 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. ~ TO: Mayor Seymour Gelber and Members of the City Commission DATE: APRIL 8, 1993 FROM: Roger M. Ca City Manager SUBJECT: A RESOLUTION 01' THB MAYOR UD CITY COMKISSION 01' THB CITY 01' MIAMI BEACH, PLORIDA, AUTHORIZING THB MIAMI BBACH DEVBLOPKBNT CORPORATION TO BNTER INTO A PROPESSIONAL SERVICBS AGREBKBNT WITH BBHJAMIN THOMPSON UD ASSOCIATBS/POREST CITY RATNER, IN TBB AMOUNT 01' $1'5,000, TO CREATE A PLAN POR THB REVITALIZATION 01' 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 $l65, 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 lOt 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 R-(- b ~-~- Cf3 DATE