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P08-243 :4mcndi►j Ar0501358
AMENDMENT 141 TO
PROFESSIONAL SERVICES AGREEMENT
By and Between
The Cit- of Miami, Florida
and
Edward D. Stone. Jr. and Associates. Inc.. dlbia EDSA
This Amendment No. 1 ("Amendment No.1") is entered into this day of
, 200 (but effective as of , 200_, being the "Effective
Date") is amending, reinstating if necessary, continuing, and extending the Professional
Services Agreement which became effective January 20, 2006 (the "Original
Agreement") by and between the City of Miami, a municipal corporation of the State of
Florida, whose address is 444 S.W. 2nd Avenue, 10th Floor, Miami, Florida 33130
("City") and Edward D. Stone, Jr. and Associates, Inc. d/b/a EDSA, a Florida corporation
whose principal address is 1512 East Broward Boulevard, Suite 110, Fort Lauderdale„
Florida 33301("Provider").
RECITALS:
WHEREAS, the Commission of the City of Miami ("Commission") (i) by
Resolution No. 05-0038 adopted on January 13, 2005, accepted the recommendations of
the City Manager approving the findings of the Evaluation Committee pursuant to
Request for Qualifications No. 03-04-028 and all addenda thereto (collectively, the
"RFQ") which designated Provider as the most qualified to provide a Master Plan for
Virginia Key for the City's Department of Parks and Recreation (the "Plan") and
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authorized the City Manager to negotiate a Professional Services Agreement with
Provider. (ii) Resolution No. 05-0372. adopted on tune 9. 2005. recognized that :he
City has committed to a broad range of master plans (which include those involving the
Plan) that will result in more predictable, better balanced growth and pledged to citizens
of Miami that the Master Plans and the Capital Improvement Projects will be
implemented and completed in a timely manner and maintained at a high level to meet
the demands of growing urban areas and will be ongoing to keep pace with growth and
related issues by a regional approach, and (iii) by Resolution No. 05-0606, adopted
November 3, 2005, authorized the City Manager to enter into the Original Agreement
with Provider (a copy of which is attached hereto, made a part hereof, and incorporated
hereby as Composite Exhibit A) under the terms and conditions set forth therein in an
amount not to exceed Seven Hundred and Seventy -Five Thousand Dollars and No Cents
($775,000)(the "Original Approved Maximum Amount"); and
WHEREAS, the RFQ, Resolution No. 05-0038, Resolution No. 05-0373,
Resolution No. 05-0606, and —the -Original -Agreement-contemplate (1) that due to the
nature of the Virginia Key Master Plan processes, additional public meetings and follow-
up with the City and the public, which in turn require related increased Services from
Provider, may be necessary, and accordingly the Original Agreement may be amended
and extended beyond the original 18-month period in order to complete services, and (2)
that such additional services may require additional cost to the City beyond the Original
Approved Maximum Amount; and
WHEREAS, the City Commission pursuant to Resolution No. 08-
adopted , 2008 has authorized the City Manager to execute and the City
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and the Provider both desire to enter into this Amendment No. 1 to the OrOnal
.acreelnenl in order to clnc°nd. reinstate 1t nece? n . continue. and extend the On,)ina1
,Agreement term through September 30, 2008 and to increase the Original Approved
Maximum Amount by an authorized amount not to exceed One Hundred and Forty -Five
Thousand Dollars to a new total authorized amount not exceeding Nine Hundred Twenty
Thousand Dollars (S920,000.00) (the "Approved Maximum Amount") as set forth below.
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, Provider and the City agree as follows:
TERMS:
1. RECITALS AND INCORPORATIONS: The recitals are true and correct and
are hereby incorporated into and made a part of this Amendment No. 1 to the Original
Agreement. The Original Agreement and all attachments thereto are hereby incorporated,
made a part of this Amendment No. 1, and attached hereto as "Composite Exhibit A",
including: the City's RFQ as Exhibit "A" to the Original Agreement; . the Scope of
Services, including the Budget, Schedule and List of Sub -Consultants as Exhibit "B" to
the Original Agreement; the Insurance Requirements as Exhibit "C" to the Original
Agreement; Provider's Corporate Resolution as Exhibit "D" to the Original Agreement,
and the Compensation as Exhibit "E" to the Original Agreement.. Amended Exhibit A,
Amended Exhibit B, Amended Exhibit C, Amended Exhibit D, Amended Exhibit E, and
the City's Resolutions No, 05-0038, No.05-0373, No. 05-0606, and No. 08- as
Composite Exhibit F are hereby incorporated into and made a part of this Amendment
No. 1 to the Original Agreement. Amendment No. 1 and the Original Agreement,
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including all Exhibits to Amendment No. 1 and the Original Agreement. shall
collectively be referred to and shall collectively ion;; the "Agrec°me;;t-.
2. TERM: Section 2 of the Original Agreement is hereby amended, reinstated if
necessary, continued and extended as follows:
The term of the Original Agreement is hereby amended, extended, reinstated if necessary,
and continued past the eighteen (18) months originally contemplated by the Original
Agreement, and shall terminate on September 30, 2008 (the "Amended Expiration
Date"). In the event that Provider is engaged in any Services on the Amended Expiration
Date, then the Agreement shall remain in effect until completion or termination of said
Services. No new Work Orders for new or additional services for costs beyond the
Approved Maximum Amount shall be issued after the Amended Expiration Date;
however, the additional term of Amendment No. 1 may be extended or amended past
September 30, 2008 by the sole authority of the City Manager by written agreement of
the City and Provider in order for Provider to complete the Services within the Approved
Maximum Amount. Any new or additional services (a) that are not contemplated by the
RFQ, or (b) that would increase the costs for the City beyond the Approved Maximum
Amount in Resolution No. 08-
adopted , 2008, shall require
City Commission approval in order to extend, continue, reinstate, or amend the
Agreement.
3. SCOPE OF SERVICES: Section 3 of the Original Agreement is hereby
amended, reinstated if necessary, continued and extended as follows:
A. Provider agrees to provide the Services as specifically described, and subject to
the special terms, conditions, budget and schedule set forth in Amended Exhibit B Scope
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of Services hereto ("Amended Exhibit B'"), which by this reference is incorporated into
and made a part of tllr' Agreement. All 1°1"mats t it the Services are t0 ne adirected m
writing from time to time by the City's Project Administrator.
B.
Provider represents to the City that: (i) it continues to possesses all qualifications,
licenses and expertise required for the performance of the Services, including but not
limited to full qualification to do business in Florida and full-time professional
architect(s) licensed and working in the State of Florida; (ii) it is not delinquent in the
payment of any sums due the City, including payment of permits, fees, occupational
licenses, etc., nor in the performance of any obligations to the City, (iii) all personnel
assigned to perform the Services are and shall be, at all times during the term hereof,
fully qualified and trained to perform the tasks assigned to each; (iv) the Services will be
performed in the manner, at such times, and for the budgeted amounts described in
Amended Exhibit "B", and (v) each person executing this Amendment No. 1 to the
Original Agreement on behalf of Provider has been duly authorized to so execute the
same and fully bind Provider as a party to this Amendment No. 1 to the Agreement.
The Provider and the City acknowledge and agree that all other terns, conditions,
representations, warranties, and covenants of Section 3 of the Original Agreement
remain in full force and effect as amended, reinstated if necessary, continued, and
extended by this Amendment No. 1.
4. COMPENSATION: Exhibits B and E of the Original Agreement are
hereby amended, reinstated if necessary, continued and extended as attached hereto,
incorporated hereby and made a part hereof as Amended Exhibit B and Amended
Exhibit E. The Provider and the City acknowledge and agree that all other terms,
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conditions. representations, warranties, and covenants of Section 4 of the Original
Agreement rernaln :;: 11.1ii tore(' and e.ttect a, amended. reinstated i1 .7ec ssai
continued, and extended by this Amendment No. 1.
5. UPDATES OF INSURANCE REQUIREMENTS AND CORPORATE
RESOLUTION. Provider has updated its insurance requirements as Amended Exhibit C
attached hereto and made a part hereof and its cotTorat. ; esolution as An -,ended Exhibit
D attached hereto and made a part hereof.
6. ALL OTHER PROVISIONS OF ORIGINAL AGREEMENT REMAIN
REINSTATED IF NECESSARY, CONTINUED, AND EXTENDED. The Provider
and the City acknowledge and agree that all other terns, conditions, representations,
warranties, and covenants of the Original Agreement remain in full force and effect as
amended, reinstated if necessary, continued, and extended by this Amendment No. 1.,
including all Exhibits to both the Original Amendment and this Amendment No. 1, to
form the entire Agreement.. This instrument and its exhibits and 'attachments constitute
the sole and only agreement of the parties relating to the subject matter hereof and
correctly set forth the rights, duties, and obligations of each to the other as of its date.
Any prior agreements, promises, negotiations, or representations not expressly set forth in
this Amendment No. 1 and the Original Agreement as they collectively form the
Agreement are of no force or effect.
7. COUNTERPARTS: This Amendment to the Original Agreement may be
executed in three or more counterparts, each of which shall constitute an original but all
of which, when taken together, shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
eNeculed by lhelr respecn\i 01 ;C
above written.
ATTEST:
Priscilla A. Thompson, City Clerk
ATTEST:
Print Name:
Title:
(Corporate Seal)
APPROVED AS TO FORM AND
CORRECTNESS:
Jorge L. Fernandez
City Attorney
ll reulilo duly authorized. i] the day olio \ eL:
"City"
CITY OF M1AMI, a municipal
corporation
By:
Pedro G. Hernandez, City Manager
"Provider"
Edward D. Stone, Jr. & Associates, Inc.,
d/b/a EDSA
a Florida corporation
By:
Print Name:
Title:
(Authorized Corporate Officer)
APPROVED AS TO INSURANCE
REQUIREMENTS:
LeeAnn Brehm
Risk Management Director
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COMPOSITE EXHIBIT "A"
(10 he included upon document e?;eculion)
Inclusive of :
Original Agreement with Exhibits:
A — City RFQ
B — Scope of Services
C — Compensation
ll — Insurance Requirement
E — Provider's Corporate Resolution
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AMENDED EXHIBIT "B" - SCOPE OF SERVICES
including Fees. Schedule
and fist of Sub -Consultants
SCOPE OF SERVICES
Virginia Key Master Plan
Due to recent changes in direction from the City of Miami to integrate increased public
participation the planning process will be expanded to include up to two (2) more
meetings/presentations, pre -meetings with staff and government officials as well as
extended planning and design services. More specifically, the proposed scope of services
for additional services will involve the following:
Task 1: Preparation for Additional Meetings
o Compile and summarize Public Feedback gathered through the Project Website
and other sources (i.e. e-mails, faxes, letters, etc)
o Manage and produce any presentation materials (i,e. Image Boards, Power Point,
etc)
o Manage discussion of the additional meetings/presentations, including the
meeting agenda/format and coordinate any additional conference calls
o Coordinate and attend up to four (4) additional pre-meetings/briefings with the
City of Miami, Miami -Dade County, Key Biscayne, and other staff, prior to the
last public meeting and the meetings/presentations of the Final Master Plan to the
Planning Advisory Board and City Commission. Please note that EDSA will rely
upon City of Miami staff to schedule the meetings and to coordinate meeting
outreach and venue.
o Coordinate and facilitate presentation of project updates and schedule
o Coordinate with team members attendance and preparation for each additional
meeting/presentation
o Update the Virginia Key Website with meeting announcements and other
pertinent information
Task 2: Additional Meetings
o Coordinate with the City of Miami and the Project Team to attend and facilitate
up to two (2) additional meetings/presentations. These meetings will be to the
Planning Advisory Board and the City Commission. Please note, we have
included the following consultants for the additional meetings, EDSA (2 staff
members), ERA (one staff member), BRV (one staff member) and ATM (one
staff member).
Task 3: Additional Planning and Design
o Refine Image Boards and Conceptual Land Use Plan per the extended public
feedback process
o Identify and refine project Preliminary Master Plan Alternatives/Concepts
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o Produce any additional supporting diagrams and graphics demonstrating, the
alieniaiives. process. land Use. etc.
°ordinate and scilydule up to SIX 101 a(iilllional llilcliial deS11211 IC\'le\\'s
meetings, and reviews with City Staff
o Coordinate and manage planning effort and project team
SCOPE OF SERVICES
EDSA
Virginia Key Beach Park Trust
Specific Area Plan
We understand that the Virginia Key Beach Park Trust would like to examine planning
alternatives to develop a "critical mass" of potential park development to increase the
viability of success for the proposed Museum in the Virginia Key Beach Park Trust
lands. Working in conjunction with ERA, EDSA will examine and develop up to three
(3) preliminary land use alternatives for areas associated with the Virginia Key Beach
Park Trust (as indicated in Exhibit A) which will then be refined to one (1) Final Master
Plan Concept. More specifically EDSA will:
• Coordinate with the Virginia Key Beach Park Trust (including City Planning and
Parks and Recreation staff) on potential program ideas and concepts. (Initial
meeting (1) to coordinate EDSA / ERA in Miami)
• Coordinate with ERA on the economic viability of the proposed Museum
(Internal EDSA / ERA)
• Develop up to three (3) preliminary land use alternatives with the goal of
increasing the economic viability of the proposed Museum. Preliminary design
review meeting with City Staff prior to presentation to VKBPT (City / EDSA /
ERA) ERA can be conferenced in. (1) meeting.)
• Facilitate and attend a design review meeting with Virginia Key Beach Park Trust
(including City Planning and Parks and Recreation staff) on the proposed
preliminary land use alternatives (meeting (1) EDSA / ERA in Miami)
• Refine the three (3) preliminary concepts into one (1) Final Master Plan Concept
for the Virginia Key Beach Park Trust lands (as indicated in the attached Exhibit
A) and incorporate into the Virginia Key Final Master Plan (Internal EDSA /
ERA) (Please note, the timing associated with the inco►poration into the Final
Master Plan will for scheduling reasons happen independently of the Virginia
Key Master Planning Process)
• Facilitate and attend a design review meeting with Virginia Key Beach Park Trust
(including City Planning and Parks and Recreation staff), to present the refined
Master Plan alternative (meeting (I) EDSA in Miami, ERA can be conferenced
in)
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• Presentation of Refined Master Plan alternative to Planning Advisory Board and
:Miami City Coi-nrnission (2 rneetinps in Miami)
Deliverable
Final Master Plan Concept to be incorporated into the 'Virginia Key Final Master
Plan.
Please note that the project includes the facilitation and coordination of meetings with
the Virginia Key Beach Park Trust staff, Parks and Recreation Staff and City
Planning staff of up to six (6) meetings as described above. Additionally, please note,
the above Scope of Services does not propose a complete re-examination or Master -
Planning process of the Virginia Key Beach Park Trust Master Plan, merely an
examination of a portion of the previously prepared plan that currently indicates an
open field area. Please see Exhibit A that indicates the area of study.
ERA
Virginia Key Beach Park Trust Museum
Viability Study
Project Understanding & Scope of Services
Economics Research Associates understands that the City of Miami, Florida wishes to
establish a unique museum experience that inform and enlighten the public on African
American culture and history in the United States as part of the development of Virginia
Key in Biscayne Bay. Due to the quality and level of experience envisioned for this
cultural attraction it is unlikely that all of the operating costs of this destination attraction
would be covered by earned revenues generated by the potential visitor market size
available to this museum. Therefore, the City of Miami wishes to understand what level
of funding would be required to sustain the gap in operating expense requirements for the
museum and to identify where and how these funds could be generated from other
activities recommended for Virginia Key by Economics Research Associates in there
prior "best and highest" use assessment.
To achieve this gap funding analysis, ERA would recommend creating a benchmark
model for a potential museum concept including potential visitation, space and staffing
requirements and sources and amounts of potential earned revenue. From this
benchmarking concept ERA would develop a pro forma operating budget for the museum
concept, project the potential gap in operating funds and match these funding needs to
potential revenue levels provided by the alternative recreational uses identified for
Virginia Key in ERA's prior study.
To address these study needs, ERA has developed the following proposed scope of
services.
•
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Phase
Tack' 1. Orientation
At the beginning of the project, ERA will meet with the client to discuss the study
objectives, review the scope of work and schedule, identify key contacts, identify client
responsibilities for the provision of data, and to discuss other aspects of the project that
will help guide the consultant team to complete a thorough analysis.
At that time, ERA will also review all past assessments, petitions and efforts (as
available) for the development of a museum or cultural attraction within the City of
Miami and Dade County. ERA will document the past studies chronologically and match
the assessments to concurrent population and cultural conditions that existed at the time
of the studies. We will then identify factors for consideration that would impact or direct
the development of an African American experience museum on Virginia key based on
the current market conditions.
Task 2. Analysis of Local Museum Experiences
ERA will assess and document all selected relevant museum destinations within the City
of Miami and Dade County to gain an understanding of the market demand and
performance of these cultural destinations. Data point will include the type of museum
experience, the level of attendance, earned revenue, staffing, operating budgets and
facility size. This information will provide the basis for determining potential demand
available in the Miami and Dade County market for a new museum on Virginia Key.
Task 3. Comparable African American Focused Museums Assessment
ERA, in consultation with the client, will identify up to five (5) comparable African
American Museums experiences currently operating in the United States. As possible,
ERA will identify museums in communities with similar populations sizes, demographics
profiles and cultural requirements and offerings. We will interview these institutions and
their managing authorities to gain insight into their: sources of operating funds; facility
and venues size, market strengths and weaknesses staffing and operating costs, to
contribute to the establishment of a benchmark museum concept to use in the assessment
of a museum to be offered on Virginia Key, Florida. ERA will identify conditions and
situations among the surveyed museums that are similar or different to the conditions that
will affect Virginia Keys potential museum concept.
Task 4. Creation of Museum Benchmark Model for Virginia Key
Based on the findings from Tasks 2 and 3, ERA will compile this research to create a
benchmark museum concept including venue size and potential attendance that, in turn,
will be used to create a hypothetical pro forma operating budget. The pro forma budget
model for the Virginia Key museum concept will reflect stabilized operating conditions
for the concept museum including:
■ Estimated annual revenues to be generated from earned revenue sources. This
will include ticket revenues, and depending upon the program recommendations,
also may include food service, memberships, and event space rentals; museum
store; special exhibits and "second gate" visitor experiences.
• Annual costs necessary to operate and market the center.
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• Total estimated annual operating gap funds required from public and/or private
source
The funding heap (or surplus) identified will provide the basis for assessing the viability of
other revenue generating activities identified for Virginia Key to assist the sustainability
of the museum concept.
Task S. Museum Funding Feasibility Assessment
Utilizing the pro fonna operating budget created in Task 4, ERA will review the
alternative "best and highest" use alternatives recommended by ERA in its prior Virginia
Kev assessment report to identify those revenues activities which:
1. Can sustain their own operations and maintenance of facilities; and if possible;
2. Can completely or partially contribute to the annual operating shortfall identified
for the Virginia Key museum concept
Should none of the alternatives completely cover the operating funds gap for the
Virginia Key museum concept, then ERA will quantify the remaining annual funding
gap and what it would require to cover through public or private funding including an
endowment alternative based on current market rates of return.
Task 6. Final Report and Presentation (Deliverables)
ERA will compile the findings and analyses from the prior tasks and provide the client
with a written report that will summarize findings, recommendations, and budget
requirements in a draft written report for review by the client. The report will include all
back up analysis and the best practices identified for the Virginia Key museum concept
based on the comparables assessment. Upon receipt of a consolidated set of comments
on the draft report, ERA will make any necessary revisions and submit one digital and ten
hard bound copies of the final report.
ERA will also present a summary of its findings and answer questions in Miami to city
officials and other interested parties designated by the city at a time and place designated
by City.
Schedule and Staffing
During the course of the work, ERA would expect to meet with the client as described
above. Meetings in Miami will include ERA Project Manager and Sandy Bellamy,
Principal, International Heritage Resources: at the beginning of the project, at
Preliminary Design Alternatives presentation and for a presentation of the Final Report to
PAB and Miami City Commission, for a total of 4 meetings in Miami. As described in
the EDSA scope, ERA will participate in phone conferences during: Preliminary design
review meeting and presentation of the refined Master Plan alternative. ERA will
coordinate with EDSA as needed to accomplish project goals.
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Any additional meetings requested by the client would be billed on a time and materials
basis 3i standard hourly rates based ('ar)ro\:1 of a `oJk AUI
hoJrJa:lon Leiter" by the
Cit\.
Based on the anticipated detail and analysis involved with this study. ERA would expect
this project to take 90. days from acceptance of the proposal to the delivery of a draft
report for review and comment by the City of Miami.
Fees:
invoices will be processed monthly based on percentage of completion of specific tasks
identified in the aforementioned Scopes of Services.
Sub -Consultants remain unchanged from the list provided in the
Original Agreement being amended, continued, reinstated, and
extended by this Amendment No. 1.
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TO Be Checked by Risk Management
AMENDED EXHIBIT "C"—INSURANCE REQUIREMENTS
-PROFESSIONAL SERVICES AGREEMENT -Edward D. Stone, Jr.
Associates, Inc., d/b/a/ EDSA
I. Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Each Occurrence
General Aggregate Limit
Personal and Adv. Injury
Products/Completed Operations
B. Endorsements Required
$1.000,000
$ 2,000,000
$ 1,000,000
$ 1,000,000
City of Miami included as an Additional Insured
Employees included as insured
Contractual Liability
Independent Contractors Coverage
Waiver of Subrogation
I1. Business Automobile Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Combined Single Limit
Any Auto
Including Hired, Borrowed or Non -Owned Autos
Any One Accident $ 1,000,000
B. Endorsements Required
City of Miami included as an Additional Insured
Employees included as insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of Subrogation
IV. Employer's Liability
A. Limits of Liability
$100,000 for bodily injury caused by an accident, each accident
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S100,000 for bodily injury caused by disease, each employee
S500.000 for bodily iniur: caused'-\ disease- neliCV limit
V. Professional Liability/Errors and Omissions Coverage
Combined Single Limit
Each Claim
General Aggregate Limit
Deductible- not to exceed 10%
S 1,000,000
S 2,000,000
The above policies shall provide the City of Miami with written notice of
cancellation or material change from the insurer not less than (30) days prior to any
such cancellation or material change.
Companies authorized to do business in the State of Florida, with the following
qualifications, shall issue all insurance policies required above:
The company must be rated no less than "A" as to management, and no less than "Class
V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by
A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or
certificates of insurance are subject to review and verification by Risk Management prior
to insurance approval.
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Amended EXHIBIT "D" — CORPORATE RESOLUTIONS
(10 be included upon document e'ecittlon)
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AMENDED EXHIBIT E — COMPENSATION
Pursuant to Resolution No. 0S- , adopted , 2008.
the Seven Hundred Seventy Five Thousand Dollars and No Cent
($775,000.00) original authorized amount is herein amended and increased
by One Hundred Forty Five Thousand Dollars and No Cents ($145,000.00)
for a new amended authorized maximum amount not to exceed Nine
Hundred Twenty Thousand and No Cents ($920,000.00) (the "Approved
Maximum Amount")
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COMPOSITE EXHIBIT "F"
it0 be included upon document ey:ecutioni
Inclusive of :
City Resolutions Nos.
05-0038
05-0373
05-0606
08-
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