HomeMy WebLinkAbout2006-26345 Reso
RESOLUTION NO. 2006-26345
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE
CITY MANAGER TO TERMINATE THE REMAINING PROFESSIONAL
SERVICES AGREEMENT WITH EDAW AS A RESULT OF
NEGOTIATIONS FOR A TERMINATION FOR CONVENIENCE FOR THE
1) FLAMINGO/LUMMUS PROJECT, 2) THE STAR, PALM, AND HIBISCUS
ISLANDS NEIGHBORHOOD RIGHT-OF-WAY IMPROVEMENT PROJECT,
3) THE FLAMINGO PARK, AND 4) THE BOTANICAL GARDEN PROJECT;
ALL IN ACCORDANCE WITH THE TERMS OF THE RESPECTIVE
AGREEMENTS; AND FURTHER APPROVING AND AUTHORIZING THE
CITY MANAGER OR HIS DESIGNEE TO EXECUTE A SETTLEMENT
AGREEMENT AND RELEASE, IN THE AMOUNT OF $268,115, TO BE
DISBURSED FROM PREVIOUSLY APPROPRIATED FUNDS FOR THE
DIFFERENT PROJECTS, IN FULL AND FINAL SETTLEMENT OF THIS
MATTER.
WHEREAS, following recent evaluation and negotiations to address project and
construction related issues, the City Administration has deemed it in the best interest of the
City to recommend to termination for convenience of the respective Professional Architecture
and Engineer Services Agreements with the firm of EDAW, Inc. (EDAW) for the following
projects: Bid Pack10A (BP-10A): Flamingo South Right of Way (ROW) Improvements; Bid
Pack 10B (BP-10B): Lummus ROW Improvements; Bid Pack 10C (BP-10C) Flamingo North
/ East/West ROW Improvements; Bid Pack 13A (BP-13A): Star, Palm and Hibiscus Islands
ROW Improvements; Flamingo Park; and Botanical Garden; and
WHEREAS, the Star, Palm, and Hibiscus Islands Project has been delayed for
several years due to the interest of the residents in under grounding work electrical services,
and their inability to reach consensus until very recently; and
WHEREAS, the Flamingo Park Project never reached much more than a preliminary
planning level and has been delayed primarily due to the City's desire to relocate the
Property Management Division facilities out of the Park; and
WHEREAS, the Botanical Gardens Project has been on hold for several years due to
funding and scope issues when the Master Plan initially presented by EDAW was
significantly over budget, and could not be properly funded within the constraints of the
available General Obligation Bond (GO Bond) funding; and
WHEREAS, the Flamingo/Lummus Projects have been delayed for several reasons,
which include final determination of the drainage scope and needs of the area and
evaluation of whether the existing drainage culverts needed replacement; and additional
water piping replacement which has grown significantly in this neighborhood as the condition
of existing pipes was evaluated and assessed; and
WHEREAS, the City Administration has determined that itwould be in the City's best
interest to exercise its rights, pursuant to the aforestated respective Agreements, and
terminate same for convenience as provided therein; and
WHEREAS, EDAW has been provided with a written Termination for Convenience
Notice and shall be compensated for all services rendered up to the time of receipt of said
Notice, in full and final settlement of any and all claims that EDAW may have against the
City, whether now known of unknown, as a result of the City's termination of EDAW for
convenience; and
---
WHEREAS, following CIP's good faith negotiations with EDAW, the originally
proposed fee settlement amount of $317,851, (including reimbursable items, but not
including the project closeout deliverables), was reduced to $268,115; and
WHEREAS, this negotiated amount now includes the cost of the production of all of
the closeout deliverables required as part of the proposed termination; and
WHEREAS, EDAW will provide the City with all the documents and project
deliverables that are required, perthe Agreements and the City will be released to use these
documents in future procurement of the referenced project; and
WHEREAS, the Administration has determined that it is more appropriate to release
EDAW from its contractual obligations on the above mentioned Agreements and pursue
these projects in different ways, as scopes are finalized and additional funding sources are
identified; and
WHEREAS, in addition to approval of the afore stated termination for convenience of
the referenced Agreements with EDAW, the Administration would further requests that the
Mayor and City Commission approve and authorize the City Manager or his designee to
execute the attached Settlement Agreement and the release.
NOW, THEREFORE BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission, hereby approve and authorize the City Manager to terminate for convenience
the remaining Professional Services Agreements with EDAW for: 1) Flamingo/Lummus
Project; 2) the Star, Palm, and Hibiscus Islands Neighborhood Right-of-Way improvement
Project; 3) Flamingo Park; and 4) Botanical Garden Project; all in accordance with the terms
of the respective Agreements; and further approving and authorizing the City Manager or his
designee to execute a Settlement Agreement and Release, in the amount of $268, 115, to be
disbursed from previously appropriated funds for the different projects, in full and final
settlement of this matter.
. PASSED AND ADOPTED this 11 th day of
". \
A~r~
CITY CLERK
Robert Parcher
T:\AGENDA\2006\oct1106\Regular\EDAWTerminationReso.doc
APPROVED AS TO
FORM & LANGUAGE
& F EXECUTION
IC JlI I"
Date
COMMISSION ITEM SUMMARY
Condensed Title:
A Resolution of the Mayor and City Commission of the City of Miami Beach, Florida, approving and
authorizing the City Manager to terminate the professional services agreements for Flamingo/Lummus,
Star Palm Hibiscus islands, the Botanical Gardens, and Flamingo Park, with EDAW, Inc., as a result of
negotiations for a Termination for Convenience in accordance to the Agreements provisions, and further
authorizing a termination settlement agreement, in the amount of $268,115, to be disbursed from
reviousl a ro riated funds for EDAW for the different ro.ects.
Ke Intended Outcome Su orted:
To ensure well desi ned uali ca ital ro.ects.
Issue:
I Should the City Commission approve the Termination for Convenience?
Item Summary/Recommendation:
Following recent evaluation and negotiations to address project and construction related issues, the City is
recommending to terminate the professional services agreements with the firm of EDAW, Inc. (EDAW) for
the following projects: Bid Pack10A Flamingo South Right of Way (ROW) Improvements; Bid Pack 10B
Lummus ROW Improvements; Bid Pack 10C Flamingo North/East/West ROW Improvements; Bid Pack
13A Star, Palm and Hibiscus Islands ROW Improvements; Flamingo Park; and the Botanical Gardens.
The reasons for recommending this termination are many. Delays due to under grounding of electrical
utilities at Star palm Hibiscus islands; definition of final master plan scope for the Flamingo Park and the
Botanical gardens; delays in evaluating the condition and determining whether to replace or repair existing
drainage culverts in the Flamingo neighborhood. The expertise of EDAW lies primarily in the streetscape
and planning areas and less in the engineering area. Even though they retained the services of a local
firm and have made an effort in implementing a changed and more sizable project than originally
envisioned, the delays and issues involved have made their completion of the documents less than ideal.
We have discussed this with the firm and they have agreed with the City that perhaps it is best to terminate
this Agreement which will allow the City to seek different methods for completing the project once the
culverts resolution is reached. The City has determined that it is in its best interest to reach a settlement
agreement with the Consultant in accordance with the Termination of Convenience Article found in the
individual projects' professional services agreements. In accordance with the terms of the various
agreements, the Consultant has been provided with a written Termination for Convenience notice and shall
be compensated for all services rendered up to the time of receipt of said notice. Following CIP's good
faith negotiations with the Consultant, the originally proposed fee settlement amount of $317,851, including
reimbursable items, but which not included the project closeout deliverables, was reduced to $268,115.
This negotiated amount does include the cost of the production of the closeout deliverables required as
part of the Termination for Convenience aqreement.
Advisory Board Recommendation:
I N/A
Financial Information:
Source of
Funds:
CiJ
Approved
$50,000
$19,362
$117,689
$81,064
$268,115
Flamingo Park BPO 3294
Botanical Gardens BPO 1092
Flamingo ROW BPO 1093
S/P/H islands BPO 1493
Financial Impact Summary:
City Clerk's Office Legislative Tracking:
I JECh
Si n-Offs:
m
...,
MIAMI BEACH
AGENDA ITEM
DATE
c7B
/o-I/-CJt,
lD
MIAMI BEACH
City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachA.gov
COMMISSION MEMORANDUM
TO: Mayor David Dermer and Members of the City Commission
FROM: Jorge M. Gonzalez, City Manager ~ v- ~
DATE: October 11, 2006 () 0
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE CITY
MANAGER TO TERMINATE THE REMAINING PROFESSIONAL SERVICES
AGREEMENT WITH EDAW AS A RESULT OF NEGOTIATIONS FOR A
TERMINATION FOR CONVENIENCE FOR THE FLAMINGO/LUMMUS
PROJECTS, THE STAR, PALM, AND HIBISCUS ISLANDS NEIGHBORHOOD
RIGHT-OF-WAY IMPROVEMENT PROJECTS, THE FLAMINGO PARK, AND
THE BOTANICAL GARDEN PROJECTS, IN ACCORDANCE WITH THE TERMS
OF THE AGREEMENTS, AND FURTHER AUTHORIZING A TERMINATION
SETTLEMENT AGREEMENT, IN THE AMOUNT OF $268,115, TO BE
DISBURSED FROM PREVIOUSLY APPROPRIATED FUNDS FOR THE
DIFFERENT PROJECTS.
ADMINISTRATION RECOMMENDATION
Adopt the Resolution.
FUNDING
Funding, in the amount of $268,115, is available from previously appropriated funds for
EDAW for the different projects as follows: Flamingo Park, Account No. 373-2314, in the
amount of $28,729 and Account No. 383-2320, in the amount of $21,271, for a total of
$50,000; Botanical Gardens, Account No. 374-2144, in the amount of $19,362; Flamingo
ROW, Account No. 373-2311, in the amount of $10,655, Account No. 373-2328, in the
amount of $10,655.80, Account No. 373-2329, in the amount of $10,655.80, Account No.
373-2345, in the amount of $953.92, Account No. 424-2311, in the amount of $39,586.51,
Account No. 424-2345, in the amount of $5,482.32, Account No. 428-2328, in the amount of
$22,386.52, and Account No. 428-2329, in the amount of $17,313.13, for a total of
$117,689; and Star/Palm/Hibiscus, Account No. 376-2337, in the amount of $11,711,
Account No. 376-2338, in the amount of $23,423, and Account No. 428-2338, in the amount
of $45,930, for a total of $81 ,064.
ANAL YSIS
Following recent evaluation and negotiations to address project and construction related
issues, the City is recommending to terminate the professional services agreements with the
firm of EDAW, Inc. (EDAW) for the following projects: Bid Pack10A (BP-10A): Flamingo
South Right of Way (ROW) Improvements; Bid Pack 10B (BP-10B): Lummus ROW
Improvements; Bid Pack 10C (BP-10C) Flamingo North / East/West ROW Improvements;
Bid Pack 13A (BP-13A): Star, Palm and Hibiscus Islands ROW Improvements; Flamingo
Park; and Botanical Garden.
City Commission Memorandum - EDAW Termination for Convenience
October 11,2006
Page 2 of 3
The reasons for recommending this termination are many. The project in Star, Palm, and
Hibiscus Islands has been delayed for several years due to the interest of the residents in
under grounding electrical services and their inability to reach consensus until very recently.
The under grounding project is just now getting underway with Florida Power & Light
beginning the design phase. Installation of the underground services will commence after
design is completed and approved. It is expected that the complete process will have a
duration of approximately two years. Since EDAW only reached preliminary levels of
planning on the project before it was stopped it is in the City's interest to simply terminate the
Agreement and retain a new consultant in the future to implement the Project.
The Flamingo Park also never reached much more than a preliminary planning level and has
been delayed primarily due to the City's desire to relocate the Property Management Division
facilities out of the park. This decision and a new site for the facility are still being evaluated
and, therefore, the original plans for the park cannot be implemented as envisioned. The
City has determined that it may be best to retain the services of a new consultant to perform
a simpler master plan effort and then implement the portions of the new plan in separate
phases while decisions on the Property Management Division are finalized. The
Administration is looking at options for planning and constructing other areas of the park in a
phased way beginning with a new Tennis Center and new park restrooms. Some portions of
the original vision for the park have already been implemented such as improvements to the
playing fields, the construction of the new pool facility, and the installation of the children's
playground equipment.
The Botanical Garden is also a project that has been on hold for several years due to
funding and scope issues. The master plan initially presented by EDAW was significantly
over budget and could not be properly funded within the constraints of the GO Bond. Since
then the City has been evaluating ways of implementing portions of the project with the
available funds while maintaining a dialogue with the users regarding the realistic
possibilities of implementing some project in the facility. In addition, members of the
Botanical Garden advisory group have obtained some funding from Miami-Dade County to
implement improvements to the irrigation system and the City is assisting with this effort.
Nevertheless, the project's vision needs to be re-evaluated and the City believes that it
would be best to retain a new consultant at the time that the project's scope is more defined
or allow the advisory group to implement improvements up to the available funding
independently.
The Flamingo/Lummus projects have also been delayed for several reasons. Issues with
the final determination of the drainage scope and needs of the area, which included an
evaluation of whether the existing drainage culverts needed replacement, have required a
significant effort, which included a scoping of the existing installations and a structural
analysis of the culverts to determine their viability and life span. The scope of water piping
replacement has also grown significantly in this neighborhood as the condition of existing
pipes was evaluated and assessed. Because of this and other factors, what was originally
primarily a streetscape project has become perhaps the most extensive infrastructure project
in the program.
The expertise of EDAW lies primarily in the streetscape and planning areas and less in the
engineering area. Even though they retained the services of a local firm and have made an
effort in implementing a changed and more sizable project than originally envisioned, the
delays and issues involved have made their completion of the documents less than ideal.
We have discussed this with the firm and they have agreed with the City that perhaps it is
best to terminate this Agreement which will allow the City to seek different methods for
completing the project once the culverts resolution is reached.
City Commission Memorandum - EDAW Termination for Convenience
October 11, 2006
Page 3 of 3
The City Commission in the September agenda approved the implementation of additional
services for construction administration and the retaining of a Resident Project
Representative by EDAW for the Oceanfront neighborhood project. Therefore, the
Agreement with EDAW on this project remains in effect. Construction is expected to begin
in earnest this month. In conjunction with the Oceanfront project EDAW had also been
retained to do a master plan and pilot project for the Indian Creek Greenway improvements.
They completed this satisfactorily and the plan they delivered was reviewed by staff and
found to be very good and viable. No funding, however, exists for the implementation of the
greenway at this time. EDAW has agreed to remain in this project and to continue with the
design of the improvements in the future once the funding is identified and the scope of the
project is fully defined. Since this type of project lies within the strength of the firm, staff is
recommending that EDAW remain in this project even though it is on hold and that the City
enter into negotiations for the full implementation of the design once the project can be re-
started.
The City has determined that it is in its best interest to reach a settlement agreement with
the Consultant in accordance with the Termination for Convenience Article found in the
individual projects' professional services agreements. In accordance with the terms of the
various agreements, the Consultant has been provided with a written Termination for
Convenience notice and shall be compensated for all services rendered up to the time of
receipt of said notice. Following CIP's good faith negotiations with the Consultant, the
originally proposed fee settlement amount of $317,851, including reimbursable items, but
which not included the project closeout deliverables, was reduced to $268,115. This
negotiated amount includes the cost of the production of the closeout deliverables required
as part of the Termination for Convenience agreement.
CONCLUSION
In view of the previously stated reasons, the Administration has determined that it is more
appropriate to release the Consultant from his contractual obligations on several of the
mentioned agreements and pursue these projects in different ways as scopes are finalized
and additional funding sources are identified. The consultant will provide the City with all the
documents and project deliverables that are required per the Agreements and the City will
be released to use these documents in future procurement of projects. The City will provide
a release to the Consultant from their obligations under the Agreements once the
Termination for Convenience is approved, the deliverables are received, and final payment,
in the amount of $268,115, is made.
Attachments
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ArrAO/MENT /
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EDAW Inc
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September 8, 2006
Jorge Chartrand
Director, Office of Capital Improvement Projects
777 17th Street
Miami Beach, Florida 33139
Re: Project Close-out - Flamingo/Lummus and StarlPalm/Hibiscus Isles
Dear Jorge,
At our initial meeting on July 21, 2006, we discussed terminating for convenience Flamingo/Lummus, Star/Palm/Hibiscus Isles,
Botanical Garden and Flamingo Park. We provided you with a range of costs between $172,590 and $317,855 for all projects
with the City of Miami Beach minus Oceanfront.
Per our discussion on Thursday, September 7, 2006, we have agreed to split the difference of those costs at $245,000.
To that, we will need to address your letters dated August 24, 2006 and August 25, 2006 for project c1ose-out of
Flamingo/Lummus and Star/Palm/Hibiscus Isles, respectfully:
Project close-out Neighborhood 10 - Flamingo / Lummus = $12,115
Printing costs Neighborhood 10 - Flamingo / Lummus = $4,350
Project c1ose-out Neighborhood 13a - Star/Palm/Hibiscus Isles = $5,750
Printing costs Neighborhood 13a - Star/Palm/Hibiscus Isles = $900
Grand Total for all previous costs and project close-out = $268,115
To date, we have not received any correspondence regarding the Botanical Gardens or Flamingo Park, so project close-out
figures are not included. Please inform us if there is documentation needed on these two projects.
Jorge, I trust this meets all of your needs and requirements. If you should need anything else, please feel free to call me at
404-870-5339.
Thank you,
/4/)
(.~~~< . L_
<<<sent without signature>>>
Leonardo Alvarez, AlA, ASLA
Vice PresidenUManaging Principal
David J. Troncale
Senior Associate I Director of Operations
Cc: Jorge Cano
Richard Saltrick
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ATTACHMtTJ.T 3
(9 MIAMIBEACH
City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov
CAPITAL IMPROVEMENT PROJECTS OFFICE
Tel: 305-673-7071, Fax: 305-673-7073
September 26,2006
Mr. Leonardo Alvarez, ASLA, AlA
Managing Principal
EDAW Inc.
817 West Peachtree Street, Suite 770
Atlanta, Georgia 30308
VIA Certified Mail,
Return Receipt Requested
Fax 404.870.6590 &
Electronic Mail-Ieoalvarez@edaw.com
Subject: Termination for Convenience of AlE Agreements
Reference Projects: Flamingo South Right of Way Improvements (BP-10A)
Lummus Right of Way Improvements (BP-10B)
Flamingo North / East / West Right of Way Improvements (BP-10C)
Star, Palm & Hibiscus Right of Way Improvements (BP-13A)
Flamingo Park
Botanical Garden
Dear Mr. Alvarez,
In accordance with the ''Termination of Agreement" articles of the respective Professional AlE
Service Agreements for the above-referenced Projects, the City is hereby providing Notice of its
intent to Terminate for Convenience the contracts for the Projects. The effective date of
Termination shall be fourteen (14) days from the date ofthis Notice. This is in further accordance
with recently completed negotiations, between EDAW and City staff, in which the parties agreed to
a settlement amount of $268,115 in full and final settlement for previously completed work on the
referenced Projects.
As part of the Termination, and as a condition of the above settlement, the preparation and
submittal of close-out documents for the referenced Projects will be needed from your firm as
follows:
FLAMINGO / LUMMUS NEIGHBORHOOD PROJECTS
Survey Related Items - Flamingo South, Lummus, and Flamingo North/East/West (Bid Packs A,
B, & C, respectively)
· Two full-size (22-inch x 34-inch or 24-inch x 36-inch) signed and sealed sets of survey
drawings.
· One electronic copy of all surveys drawings with a complete listing of layers, line weights
and pertinent print file details. All external references should be linked and functional.
Contract Documents - Flamingo South and Flamingo North/East/West (Lummus was previously
submitted)
A-iTACH M6JT3
EDAW Termination for Convenience
September 25, 2006
Page 2 of4
. One full-size (22-inch x 34-inch or 24-inch x 36-inch) set of reproducible design drawings.
It is anticipated that these drawings are between 60% and 90% complete, which matches
your invoices. (Plans for Lummus were previously provided.)
. One electronic copy of all design drawings with a complete listing of layers, line weights
and pertinent print file details. All external references should be linked and functional.
. One reproducible 8-1/2-inch x 11-inch set of contract specifications.
· One electronic copy of all contract specifications.
Design Related Items - Flamingo South, Lummus, and Flamingo
North/East/W est
. One bound copy of geotechnical data consisting of percolation tests and pavement cores
including any geotechnical analyses, reports, and key maps identifying the design
professional's findings with recommendations and/or conclusions.
. One bound copy of underground utility location (SoftDig) data including sketches and maps
with any accompanying recommendations.
. One bound copy of all calculations supporting the design of each discipline of work. It is
anticipated that this will include stormwater, pavement, electric, and irrigation design.
. One copy of all drawing markups forwarded by utility owners noting record conditions of
their existing utilities. It is anticipated that utility owners will include FPL, Teco/People's
Gas, Bell South, Charter Communications, and MCI.
. One electronic copy of your latest detailed cost estimates with line item breakdowns of the
estimated quantities and unit costs, which substantiates the estimated construction costs.
Correspondence - Flamingo South, Lummus, and Flamingo North/East/West
· One copy of all project related correspondence, boxed and labeled, between EDAW and
its team members, City of Miami Beach, suppliers, residents, and businesses during the
design phase of the project.
· One bound copy of all permits applications and minutes of pre-application meetings with
the pertinent regulatory agencies and applicable review boards. It is anticipated that this
will include storm water and tree removal permit applications from the Miami-Dade
Department of Environmental Resource Management, a water main construction permit
application from the Miami-Dade Health Department, preliminary meetings with Miami-
Dade Public Works Department-Traffic, and a preliminary review before the Miami Beach
Historic Preservation Board.
STAR, PALM & HIBISCUS NEIGHBORHOOD PROJECTS (BP-13A)
Survey Related Items
.
One full-size (22-inch x 34-inch or 24-inch x 36-inch) signed and sealed set of survey
drawings.
.
Any available electronic copy of survey drawings with a complete listing of layers, line
weights and pertinent print file details. All external references should be linked and
functional.
VVe ore cornmiffed to providing excellent public service cmd 5C1fet,/ to oil \vho live, work, and plaV in our vibrant, tropical, historic community'
krrA etH-AlEJJ'T3
EDA W Termination for Convenience
September 25, 2006
Page 3 of4
· One set of reproducible survey field notes in support of the survey.
Contract Documents
. One full-size (22-inch x 34-inch or 24-inch x 36-inch) set of reproducible design drawings.
It is anticipated that these drawings are between 30% and 60% complete.
· One electronic copy of all design drawings with a complete listing of layers, line weights
. and pertinent print file details. All external references should be linked and functional.
· One reproducible 8-1/2-inch x 11-inch set of contract specifications.
· One electronic copy of all contract specifications.
Design Related Items
· One bound copy of geotechnical data consisting of percolation tests and pavement cores
including any geotechnical analyses, reports, and key maps identifying the design
professional's findings with recommendations and/or conclusions.
· One bound copy of underground utility location (SoftDig) data including sketches and maps
with any accompanying recommendations.
· One bound copy of all calculations supporting the design of each discipline of work. It is
anticipated that this will include stormwater, pavement, electric, and irrigation design.
· One copy of all drawing markups forwarded by utility owners noting record conditions of
their existing utilities.
· One electronic copy of your latest detailed cost estimates with line item breakdowns of the
estimated quantities and unit costs, which substantiates the estimated construction costs.
Correspondence
· One copy of all project related correspondence, boxed and labeled, between EDAW and
its team members, City of Miami Beach, suppliers, residents, and businesses during the
design phase of the project.
· One bound copy of all permits applications and minutes of pre-application meetings with
the pertinent regulatory agencies and applicable review boards.
FLAMINGO PARK
From Task 1 Planning Services:
· All design related and correspondence items produced during the time the contract was in
place, such as meeting and workshop minutes, graphic images and boards, budget level
costs estimates, alternative design concepts, visioning session inputs, spreadsheets,
electronic files, and presentation / handout materials.
V'/e ore committed to providing excellent public service ond sofe"l to of! \vho five, work, and pIa)! in our vibrant, tropical, historic community
.ltn1lctl-/ MtlJ7 ,3
EDAW Termination for Convenience
September 25, 2006
Page 4 of4
BOTANICAL GARDEN
From Task 1 Planning Services:
. All design related and correspondence items produced during the time the contract was in
place such as meeting and workshop minutes, graphic images and boards, budget level
costs estimates, alternative design concepts, visioning session inputs, spreadsheets,
electronic files, and presentation / handout materials.
Additionally, in conjunction with the assembly and delivery ofthe above-referenced documents to
the City's Capital Improvement Projects (CIP) office, please execute the three (3) original copies of
the Settlement Agreement and Release attached hereto. Upon receipt of the documents
requested in the Notice, as well as the executed Settlement Agreements, the City will provide you
with a fully executed original, the City's check, in the amount of $268,115, in full and final
settlement of this matter.
Please don't hesitate to contact me should you have any questions or concerns regarding this
notice.
/~~
/ I Jorge E. Chartrand
// Director, Capital Improvement Projects Office
Copy: Rhonda Montoya Hasan, First Assistant City Attorney
Jorge C. Cano, P.E., Assistant Director- CIP Office
Carla Dixon, Capital Projects Coordinator
Nury Menicucci, Capital Projects Coordinator
Gus Lopez, Procurement Division Director
Bert Vidal, P.E., Hazen & Sawyer Program Manager
Rick Saltrick, P.E., Hazen & Sawyer Deputy Program Manager
F:\CAPI\$all\Chartrand\EDAW Termination for Convenience Notice 092506,doc
We ore committed to providing excefjent public service cmd 5ofe~l to all \vho five. vvork, and pIa)! in our vibrant, tropical, historic community'.
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release ("Agreement") is made and entered into
this day of , 2006 by and between EDA W, mc.., a Georgia
corporation (hereinafter "EDA W"), and the CITY OF MIAMI BEACH, Florida, a
municipal corporation (hereinafter "CITY").
RECITALS
A. The Parties desire to settle all claims and disputes arising out of the work
performed by EDA Wand its sub-consultants, as well as any and all delays or
other claims for the Flamingo South Right of Way Improvements Project (BP-
lOA); the Lummus Right of Way Improvements Project (BP-IOB); the
Flamingo North / East / West right of Way Improvements Project (BP-lOC);
the Star, Palm & Hibiscus Right of Way Improvements Project (BP-13A); the
Flamingo Park Project; and the Botanical Garden Project; regardless of
responsibility, as was required as part of these City of Miami Beach Projects
("Projects").
B. A termination for convenience was issued by the City for the Projects on
September 26, 2006, as referenced in the Notice of Termination letter issued
by the City.
C. EDA W and the CITY desire at this time to amicably adjust and forever settle
EDA W's claim against the CITY arising out of any work performed by
EDA Wand/or its sub-consultants on the Projects.
D. The CITY makes the following payment for any and all claims for the agreed-
upon amount due and owing at the time of the termination for convenience.
I
PAYMENT
1. The CITY shall cause to be paid to EDA W the sum of $268,115, within thirty
(30) days of the execution of this Agreement. This payment shall represent full and final
settlement of all of EDA W's claims for damages, as specifically enumerated herein,
against the CITY. The release and all other conditions of this Agreement are contingent
upon payment of said amount and the delivery by EDA W of all documents, as referenced
in the Notice of Termination letter. Payment shall be made by delivering a check payable
to EDA W Inc, 817 West Peachtree St., Suite 770, Atlanta, Georgia 30308.
RELEASE
2. EDA W hereby releases, acquits and forever discharges the CITY, including
any officers, directors, employees, agents and attorneys, its heirs, executors,
administrators, associates, representatives, successors and assigns, from any and all past,
present and future claims, demands obligations, damages, costs, expenses, actions and
causes of actions, and whether for compensatory, punitive damages, or other damages
arising from or relating to any and all known and unknown, foreseen and unforeseen
damages relating to the work on the above-referenced Projects. EDA W further agrees to
hold the CITY, including any officers, directors, employees, agents and attorneys, its
heirs, executors, administrators, associates, representatives, successors and assigns,
against any claim, loss, damage or expense brought in connection with the construction
of the aforementioned Projects.
3. The CITY, a municipal corporation, hereby releases, acquits and forever
discharges EDA W, including its affiliates and insurers, directors, officers, employees,
agents and attorneys, together with its heirs, executors, administrators, associates,
2
representatives, successors and assigns, from any and all past, present and future claims,
demands, obligations, damages, costs, expenses, actions and causes of actions, and
whether for compensatory, punitive damages, or other damages arising from or relating to
work on the above-referenced Projects.
DENIAL OF LIABILITY
4. It is understood and agreed that payment of the consideration expressed above
IS not an express or implied admission of negligence, misconduct, responsibility or
liability on the party of the CITY or EDA W, and that the CITY and EDA W expressly
and specifically deny all such claims. Such consideration is being paid in order to
compromise disputed claims so that the parties may forever avoid the expense,
uncertainties and hazards of litigation.
ADDITIONAL DOCUMENTS
5. The parties agree to cooperate fully and execute any and all supplementary
documents and to take all additional actions which may be reasonably necessary or
appropriate to give full force and effect to the basis and intent of this Settlement
Agreement and Release. EDA W expressly agrees to provide final releases from all sub-
consultants. EDA W's responsibility is to assemble and deliver documents to the City, as
referenced in the Notice of Termination letter dated September 26,2006.
ENTIRE AGREEMENT AND SUCCESSORS IN INTERESTS
6. This Settlement Agreement contains the entire Agreement between the parties.
This Agreement replaces any prior or contemporaneous written or oral representation or
understanding about the settlement. This Agreement may not be changed except in
writing signed by the Parties, or their respective attorneys. This Agreement shall be
3
binding on and shall inure to the benefit of the respective successors and assigns, if any,
of each party.
GOVERNING LAW
7. This Agreement is being consummated in the State of Florida and the
performance by the parties hereto is in the State of Florida. This Agreement shall be
governed by and construed in accordance with the laws of the State of Florida. The
venue for any legal proceeding of any nature brought by either party against the other to
enforce any right or obligation under this Agreement, or arising out of any matter
pertaining to this Agreement, shall be in Miami-Dade County, Florida.
8. The Parties warrant to each other that they have read this Settlement
Agreement and that they understand that this Agreement is a full and final release of all
claims by and between EDA Wand the City, and that each has been represented by
counsel before signing this Settlement Agreement.
9. This Release and Settlement Agreement contains the ENTIRE AGREEMENT
between the parties hereto and the terms of the Release are contractual and not mere
recital.
IN WITNESS WHEREOF, the parties have set their hands and seals on the day
and date first written above.
EDA W Inc.
Attest:
President
Secretary
Print Name
Print Name
4
STATE OF GEORGIA
COUNTY OF
The foregoing instrument was acknowledged before me this day of
2006 by as of ED A W Inc., who is personally
known to me or who has produced (type of identification).
Name:
(Print Name)
Notary Public - State of Georgia
My Commission Expires:
Witness:
CITY OF MIAMI BEACH
City Manager
Print Name
Print Name
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of
2006 by as of the City of Miami Beach,
who is personally known to me or who has produced (type of
identification).
Name:
(Print Name)
Notary Public - State of Florida
My Commission Expires:
5