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Request for Qualification
(CITY OF siIAMI ADDENDUM NO. 4 June 15, 2017 REQUEST FOR QUALIFICATIONS NO.: 16-17-003 URBAN DESIGN, LANDSCAPE ARCHITECTURE AND ENGINEERING SERVICES FOR A FLEX PARK AT VIRGINIA KEY TO: ALL PROSPECTIVE PROPOSERS: The following changes, additions, clarifications, and/or deletions amend the above -captioned Request for Qualifications and shall become an integral part of the Proposals submitted and the Professional Services Agreement to be executed for Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key - Request for Qualifications ("RFQ") No.: 16-17-003 (the "Services"). Please note the contents herein, and affix same to the documents you have on hand. All attachments (if any) are available on the Office of Capital Improvements' (OCI) website, and are part of this Addendum. A. The following is the inquiry received and the corresponding response: Q1. Please provide the current list of Community Business Enterprise (CBE) firms. Al. The current list of CBE firms are identified on Miami -Dade County's Small Business Enterprise listing, found at the link below: http://www,miamidade.dov/smallbusiness/llbrarv/rekplticertifv-cbe-by- firms.pdf. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE PROFESSIONAL SERVICES AGREEMENT AND SHALL BE MADE A PART THEREOF. Annie Perez .C,'PO, Director Department of Procurement Urban Design, Landscape Architecture and Engineering Services fora Flex Park at Virginia Key Addendum 4 RFQ No.: 16-17-003 [. `ITV OF M I1 I I ADDENDUM NO. 3 June 6, 2017 REQUEST FOR QUALIFICATIONS NO.: 16-17-003 URBAN PLANNING, LANDSCAPE ARCHITECTURE, AND ENGINEERING SERVICES FOR A FLEX PARK AT VIRGINIA KEY TO: ALL PROSPECTIVE PROPOSERS: The following changes, additions, clarifications, and/or deletions amend the above -captioned Request for Qualifications and shall become an integral part of the Proposals submitted and the Professional Services Agreement to be executed for Urban Planning, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key - Request for Qualifications ("RFQ") No.: 16-17-003 (the "Services"). Please note the contents herein, and affix same to the documents you have on hand. Alf attachments (if any) are available on the Office of Capital Improvements' (OCI) website, and are part of this Addendum. A. The deadline for receipt of proposal has been extended to Monday, June 26, 2017 at 3:00 p.m. (local time). B. The following are revisions to the RFQ: 1. Section 2.3.A, Proposed Team, page 9 of the RFQ, is hereby deleted in its entirety and replaced with the following: The Successful Proposer's work shall be directed by Key Staff, as described in the RFQ and PSA, and shall consist of the following disciplines: • Lead Architect • Urban Designer • Environmental Specialist • Traffic, Civil, Structural, Mechanical, Electrical and Plumbing (MEP) Engineers • Landscape Architect • Cost Estimator • Surveyor 2. Section 3.5, Minimum Qualification Requirements, Item 1, page 11 of the RFQ, is hereby deleted in its entirety and replaced with the following: 1. Have been licensed, registered, and practicing as an architectural. landscape architectural, or engineering firm for a minimum of (5) consecutive nears, authorized to conduct business in the State of Florida under its current business name. 3. Section 3.5, Minimum Qualification Requirements, Item 3, page 12 of the RFQ, is hereby deleted in its entirety and replaced with the following: Urban Planning, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key Addendum 3 RFQ No.: 16-17-003 3. Have at least one staff or team member who has been licensed and practicing as a landscape architect, architect or engineer under Title XXXII, Regulation of Professions and Occupations, Florida Statutes, Chapter 471, "Engineer" or Chapter 481, "Architect or Landscape Architect", as applicable to the named profession, for a minimum of five (5) years, who will serve as Project Manager for this Project. 4, Section 4.1,A, Section A, Item 4. Proposer's Qualifications, page 18 of the RFQ, is hereby deleted in its entirety and replaced with the fallowing to remove the stricken words: Proposer shall complete and submit City Form RFQ-QP as well as: • Indicate the firm's number of years of experience in providing urban planning, design, and environmental systems analysis professional services; • Provide any membership in and accreditation by professional organizations; • Provide applicable licenses and any other pertinent information; and • Provide any other documentation which demonstrates the firm's ability to satisfy all of the minimum qualifications requirements. 5. Section 4.1.A, Section A, Item 6, Proposer's Team Qualifications and Experience, page 19 of the RFQ, is hereby deleted in its entirety and replaced with the following to remove the stricken words: Proposer shall complete and submit City Form RFQ-QT Form RFQ-WC shall be completed for each of the Key Personnel and Subconsultants identified in Form RFQ-QT. An organizational chart identifying the Project Team and Key Personnel must be submitted. Proposer shall also submit: • Standard Form (SF) 255 (linked attachment to RFQ) for this Project; • L4&tia4ty-oP'roi ct-Teepm �'by-name ace ethnicity fie,94cr f nq ege(s) pokan hnd cneofiio fackc to be performed in this Project; • Documentation indicating whether each proposed member of the Project Team has worked with the Proposer on a comparable project of a similar nature prior to this time, or with other proposed members of the Team and/or Proposer. If so, include a detailed description of the project, responsibilities of each, and whether Proposer managed said project(s); and, • Resumes for Key Personnel and Subconsultants, including education, experience, previous working relationships, work preformed of a similar nature, licenses, and any other pertinent information. Documentation provided must demonstrate the firms ability to satisfy all of the minimum requirements. 6. Section 4.1,B, Proposal Submission Format, page 23 of the RFQ, is hereby deleted in its entirety and replaced with the following: Proposer shall prepare and submit the Proposal in the format provided below. Failure to comply with this format may result in the Proposal being deemed non -responsive. Section A 1, Table of Contents 2. RFQ-PL — Proposal Cover Letter 3. RFQ-N — Proposal Narrative 4. RFQ-QP — Proposer's Qualifications 5, RFQ-PP- Proposer's Project Experience 6. RFQ-PP-R — Proposer's Reference Form 7. RFQ-QT — Qualifications of Proposer's Team 8. RFQ-WC - Key Personnel's, Subconsultants' and Proposer's Current Workload 9. Resumes of Key Personnel 10. Team Organizational Chart Urban Planning, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key 2 Addendum 3 RFQ No.: 16-17-003 Section B 1. RFQ-PM - Qualifications of Project Manager 2. RFQ-PM-R - Project Manager Reference Form 3. Resume of Project Manager Section C 1. RFQ-DAP - Design Approach and Process 2. RFQ-T - Technical Capabilities and Methodology Section D 1. RFQ-LDA - Qualifications of Lead Design Architect 2. RFQ-LDA-R- Lead Design Architect Reference Form 3. Resume of Lead Design Architect 4. RFQ-UD- Qualifications of Urban Designer 5. RFQ-UD-R - Urban Designer Reference Form 6. Resume of Urban Designer 7. RFQ-ES - Qualifications of Environmental Specialist 8. RFQ-ES-R - Environmental Specialist Reference Form 9. Resume of Environmental Specialist 10. RFQ-EE - Qualifications of Traffic Engineer 11. RFQ-EE-R- Traffic Engineer Reference Form 12. Resume of Traffic Engineer 13. RFQ-LA - Qualifications of Landscape Architect 14. RFQ-LA-R - Landscape Architect Reference Form 15. Resume of Landscape Architect 16. Workload Capacity for the Proposer's Current Workload. Section E 1. Agreement (Exhibit 1) 2. RFQ Proposal Forms (See Section 6.0) 3. Information for Determining Joint Venture Eligibility - Form A, if applicable C. The following documents are attached hereto and hereby incorporated into and made a part of this RFQ and the Professional Services Agreement to be awarded. 1. Virginia Key Ownership Map 2. Flex Park Boundaries Map 3. Miami Marine Stadium Flex Park Events 4. Rowing Club Events and Leases D. The following are the inquiries received and the corresponding responses: Q1. Can the Proposer be a Community Business Enterprise (CBE)? Al. Yes, the Proposer can be a CBE firm. Q2. Can the same person be the Lead Design Architect and the Urban Designer? A2. Yes, as related fields, an Architect can qualify as an Urban Designer with the appropriate skills and experience. Urban Planning, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key Addendum 3 RFQ No.: 16-17-003 Q3. What is the level of urban design for the project? A3. The Flex Park will require a considerable amount of urban design services due to the site's proximity to the Miami Marine Stadium, the Marine Basin, the Miami Rowing Center, and Rickenbacker Causeway. Q4. Is the maximum award value of the contract $500,000.00? A4. No, the City has estimated that the Project award value may exceed $500,000.00. Q5. Is there a construction budget set? A5. No, a construction budget will be established after a final design for the Flex Park has been completed and accepted by the City. Q6. Do we need project and reference forms for all engineers submitted for the team? A6. No, in accordance with Section 4.1.A, Section D, Item 4. Qualifications of Traffic Engineer, project and reference forms are only required for a Traffic Engineer. A resume must be submitted for all other engineers. Q7. Will Miami -Dade County and Key Biscayne be involved with the design process? A7. Yes, we anticipate some involvement in the project from Miami -Dade County and Key Biscayne throughout the design process. Q8. Please clarify the boundaries identified on the Flex Park Master Plan map. A8. Please refer to the Flex Park Boundaries Map identified in Section C, Item 2, of this Addendum for clarification. Q9. Can the Lead Design Architect or Project Manager be a Landscape Architect? A9. Yes, please refer to Section B, Item 3, of this Addendum for further clarification. Q10. In Section 3.6 — Community Business Enterprise (CBE) Participation Requirements - Mandatory, could you clarify if the lead/subconsultant must be certified specifically as a CBE for the "City of Miami"? If the City should issue/approve the CBE certifications, where can we access the list of the CBE certified businesses for the City? A10. There is no requirement that any particular team member be a CBE. However, firms chosen to satisfy the CBE Participation Requirement for this RFQ must be certified as a CBE or SBE under Miami - Dade County's Small Business Enterprise Program (formally known as the Community Business Enterprise (CBE) Program). Q11. Would a Small Business Enterprise (SBE) certified business from Miami -Dade County satisfy the CBE requirement for this RFQ? (It is our understanding that Miami -Dade County no longer uses CBE and they now refer to that requirement under SBE A/E) A11. Please refer to Al 1 of this Addendum for clarification. Q12. Section 3.5, Item 1 culls for "licensed, registered and practicing as an architectural or engineering firm for a minimum of (5) consecutive years, authorized to conduct business in the state of Florida Urban Planning, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key 4 Addendum 3 RFQ No.: 16-17-003 under its current business name". Will the City consider prime and subconsultant's qualifications collectively to meet the minimum conditions? Al2. No, the Proposing firm must meet the minimum requirements. Please refer to Section B, Item 2, of this Addendum for further clarification. Q13. Section 3.5.2 calls for a "minimum of 5 years of professional experience with comprehensive urban planning, design and engineering services for public Flex Park waterfront projects." Will the City consider urban planning/design/engineering experience for similar public waterfront park spaces and not limit the requirements to specifically "flex park" projects? A13. Yes, the City will consider similar public waterfront park spaces to fulfil the minimum requirements described in Section 3.5, Minimum Qualification Requirements, Item 2. Q14. It is our understanding that the City prefers an architect/landscape architect/planner to prime this contract. Will the City consider a joint venture between an engineering firm and urban planning firm? A14. In accordance with Section 3.5, Minimum Qualification Requirements, engineering firms are acceptable. Please review Section 4.2, Proposal Submission, Submittal Guidelines, General, for information regarding joint ventures. Q15. We would like clarification on Section 3.5, Minimum Qualification Requirements, Item 1. This requirement includes two parts; A) 5 consecutive years practicing and B) authorized to conduct business in Florida under its current name. Is it acceptable for the business to have 5 consecutive years practicing as an architecture or engineering firm, and as a separate requirement the business have authorization to conduct business in Florida under its current name? A15. Yes, the five (5) year minimum requirement refers to the time of professional licensure as an architectural, landscape architectural, or engineering firm. However, as a separate matter, Proposers must submit proof of authorization to conduct business in the State of Florida. Q16. On Page 27, Section 5, A. Evaluation Procedures and Contract Award, Item 9 — Does this mean that the contract amount should not exceed $500,000.00? Or that if it does exceed $500,000.00, it just needs to go through a separate process for approval. Will proposals for more than $500,000.00 be accepted, and if so, is there any penalty for exceeding that number? a. Does the $500,000.00 award fee include expenses? b. Any further confirmation on expected contract sum (total design fees for this phase of work) would be welcome along with any information on the total project Construction Budget. A16, Section 5, Item 9, refers to the City Manager's authority to approve contracts with an award value up to $500,000.00. The award of contracts that exceed $500,000.00, must be approved by the City Commission. Proposers are cautioned not to submit information regarding fees or expenses in response to this RFQ, unless and until invited to negotiate after the evaluation phase. Q17. What is the anticipated schedule for the Concept and Schematic Design phases of the project? What is the estimated timeline for review periods and approval process? What agency approvals will be required? A17. The City projects a six (6) month timeline for the concept and schematic design process, including review and approval periods. Other agencies may be involved and provide input, however, the City is the approving agency. Urban Planning, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key Addendum 3 RFQ No.: 16-17-003 Q18. What would the City consider as a Schematic Design - is it solely a technical package (i.e. thirty percent (30%) completion), an illustrative package, or a combination of both? A18. A thirty percent (30%) complete Schematic Design reflects the main ideas and concepts of the Project, but it is not a complete construction plan set. Q19. After Schematic Design, does the team get to proceed with the following phases of design with a contract negotiation, or is the team precluded from participating in the subsequent phases? Willi there be a Request for Proposals (RFP) for subsequent phases of design after the Schematic Design is completed? A19, The Successful Proposer will be contracted to participate in all phases of the Project through completion of construction. However, if budget constraints or other limiting factors exist, the City reserves the right to delay any subsequent design and construction phases of the Project. Q20. Do the Proposers need to include a cost estimator as part of their team? A20. Yes, please refer to Section B, Item 1, of this Addendum for further clarification. Q21. Do the Proposers need to include a surveyor as part of the team? A21. Yes, please refer to Section B, Item 1, of this Addendum for further clarification. Q22. On Page 23 of the RFQ, the Proposal Submission Format section lists "Design Approach" under Section D and "Qualification of Lead Design Architect" under Section C — however, the sections are switched in the descriptions on pages 19-20. Please confirm in which Section each of these items should be located. A22. Please refer to Section B, Item 6, of this Addendum for clarification. Q23. Our Architect is licensed in other states, but not Florida. Will documentation of submission for reciprocal licensure in Florida be acceptable to meet Minimum Qualifications for the Architect (if they are not leading the team)? A23. In accordance with Section 3.5, Minimum Qualification Requirements, the Project Manager must be licensed to practice in the State of Florida as of the Proposal Submission Due Date. Mere application for reciprocal licensure will not satisfy this requirement. Q24. Please provide list of all activities/events currently held/scheduled at Flex Park, including any events or leases held by adjacent Rowing Club. A24. Please refer to Section C, Items 3 and 4, of this Addendum for clarification. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE PROFESSIONAL SERVICES AGREEMENT AND SHALL BE MADE A PART THEREOF. Urban Planning, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key Annie Perez; CPPO, Director Department of Procurement 6 Addendum 3 RFQ No.: 16-17-003 4.9. Ownership Ownership is one of the most challenging issues found in this territory. Numerous owners and lessees share land and rights here. Fortunately the land is owned only by governmental institutions. Some lease and deed restrictions are also in place. 544205 �riMxr.q yN NAY• LEGEND _ IWAW-DAVE cOUNTY _ CITY OF MAIN UNIVERSITY OF MAW - UNITED STATER OF AMERICA BPI RICKENBACKER MARNA BISCAYNE BAY RESTAURANT YYY:aWald OT E' 1 OWNERSHIP REPRESENTED BY TAX FOLIO INFORMATION OAT1iERED BY MIAMIDADE COUNTY PLANNING DEPT 2 THIS MAP DOES NOT IEPRESENT ANY UNDERLYING DEEDS! OR LAND 544221 CONVEYANCES (THIS INFORMATION CAN BE REQUESTED FROM THE GITY OF MIAMI) 0, Miami Marine Park Master Plan Proposal 4 • Legend 1. Lookout point 2. Rusty Pelican Parking Gari:f-r 4. ExistingRickenba€ker Marina 5, Proposed nie,w Marina expansion 6. Rickenbacker Causeway 7. Fresh Market 8, Fishing Charter Dock 1:Pe s Approx. 15 Acre Site 16 —i taAl ?*4' 13 t 11,• 14 11a1.1 .n III Kali A, 1 Gj I 9. Fountain 10. Rusty Pelican bridge 11. Haracio's restaurant 12. Parking structure with retail liner 13. P�clestrian a!! w,iy 14. Dry stack storage 15. Marine Exhibition Center 16. Miami Marine Stadium ,1tr ii4.2t ♦ 41q3.411iTiew saw, .4,41.s• s • • 200' 400' 17, Marine Stadium entrance pia: i 18. Noble beach 19. Open .zreen fi ld 20. Swirn Gym 21. Rowing Club 22. MastAcademy September 2016 City of Miami Miami Marine Stadium Flex Park Events Event narne Event type / activity 2016 Miami Dates Marine Stadium Flex Park Number of set up & breakdowndays Duration of event Daily attendance 20,000 yes (yearly) INliami International Boat Show Boat Show 1/16 - 2/26 60 days 5 days Open Parking Parking 3/21 - 4/30 2 days (setup) 12 days 600 Yes (Monthly & yearly) OrangeMiami Bowl Paddle Charnpionship Paddleboard 1d .. .r0(Monthly .0 00 Yes (Monthly & yearly) day 00 00 Yes (Monthly & yearly) Tri-Miami Triathlon 8/13 - 8/14 1 day (setup) 1 day 600 • 700 Yes (Monthly & yearly) Tri-Miami Triathlon 9/10 •- • 6+0 00 Yes (Monthly & yearly) Tri-Miami Half Marathon 10/1 - 10/2 1 day (setup) 1 day 600.700 Yes (Monthly & yearly) Seafood and Grovetoberfest Festival 10/14 -10/17 2 days 2 days 1,500 - 1,700 yes (yearly) City of Miami Miami Marine Stadium Flex Park Events Event name Adidas Art Event Event type / activity Art Fvert & Pcrforu'arice 2017 Miami Marine Stadium Flex Park Duration of event 1 day Daily attendance 1500 Dates Number of set up & breakdown days 7day (setup) 13 day (breakdown) Repeat event N/A 11/23 - 12/05 Miami International Boat Show Boat Show 12/4 - 3/22 73 days before (setup) i 28 days after (breakdown) 5 days 20,000 Yes (yearly) Miami Open Parking Parking 3/11- 4/4 2 days 12 days 1000 to 1200 Yes (yearly) Miami International Regatta 2017 Miami International Dragon Boat Race Regatta 3/23 - 3/26 2 day (setup) I 1 day (breakdown) 1 day (setup) I 1 day (breakdown) 1 day 5000 Yes (yearly) Dragon Boat Race 4/7-4/8 1 day 1000 Yes (yearly) Tri-Miami Triathlon 4/29 - 4/30 1 day (setup) 1 day 900 Yes (monthly & yearly) Swim Miami Open water swimming 5/6 -5/7 1 day (setup) 1 day 800 to 900 N/A World OutGames Miami 2017 Regatta (May 30-June 4) Triathlon (May 31) 5/27 - 5/31 2 days (setup) 2 days TBD N/A Orange Bowl Paddle Championship Paddle Boat 6/9 - 6/10 1 day (setup) 1 day TBD Yes (yearly) Tri-Miami Triathlon 1 6/17 - 6/18 1 day (setup) 1 day TBD Yes (monthly & yearly) Tri-Miami Triathlon 2 7/15 - 7/16 1 day (setup) 1 day TBD Yes (monthly & yearly) Tri-Miami Triathlon 3 8/12 - 8/13 1 day (setup) 1 day TBD Yes (monthly & yearly) Rodomar / Eventstar Music Concert 8/24 - 9/5 9/9 - 9/10 1 day (setup) 13 days 1 day TBD TBD N/A Tri-Miami Triathlon 3 1 day (setup) Yes (monthly & yearly) Tri-Miami KBHalf 9/30 - 10/1 1 day (setup) 1 day TBD Yes (monthly & yearly) Seafood Festival Seafood Festival 10/21 - 10/22 1 day (setup) 1 day TBD Yes (yearly) Hybrid Events Music Festival 10/05 - 10/7 1 day (setup) 3 days TBD N/A International Outboard Grand Prix Boat Race 11/1 - 11/6 1 day (setup) I 1 day (breakdown) 2 days TBD N/A Bacardi Regatta Sailing Race 11/15 - 11/20 1 day (setup) 4 days TBD N/A Tri-Miami Triathlon 12/2 - 12/3 1 day (setup) 1 day TBD N/A City of Miami Miami Marine Stadium Flex Park Events 2018 Miami Marine Stadium Flex Park Event name Miami international Boat Show Event type / activity Boat Show Dates Number of set up & breakdown days 1/25 - 03/05 21 day (setup) 15 day (breakdown) Duration of event 5 days Daily attendance TBD Repeat event yes (yearly) Tri-Miami Triathlon 05/19 - 05/20 1 day (setup) 1 1 day (breakdown) 1 day TBD yes (yearly) REVOCABLE LICENSE AGREEMENT ISSUED BY THE CITY OF MIAMI TO MIAMI ROWING AND WATERSPORTS CENTER, INC. FOR THE OCCUPANCY OF THE PROPERTY LOCATED AT 3601 RICKENBACKER CAUSEWAY MIAMI, FLORIDA TABLE OF CONTENTS PAGE 1. Recitals. 1 1 Definitions 1 3. This Agreement Confers No Exclusive Possession of the Property. 3 4. Permitted Uses 3 5. Program Operators. 4 6. Manner of Property Use. 5 7. Term. 5 8. Automatic Termination 5 9. Cancellation by Request of Either of the Parties Without Cause 5 10. This License Agreement is Not Assignable 6 11. Use Fee. 6 12. Prior -Year's Percentage Fees. 6 13. Additional Percentage Fee. 7 14. Financials • 9- 15. Returned Check Fee 1 0 16. Late Payments. 10 17. Security Deposit 11 18. Taxes 12 19. Condition of the Property and Maintenance 12 20. Alterations, Additions or Replacements. 12 21. Construction Liens, 13 22. Licenses, Authorizations and Permits. 13.. 23. No Liability 14 24. No Claim to Assets or Rights of Licensee. 14 25. Compliance With Laws 14 26. Additional Expenses 15 27. Indenmnity, and Hold harmless 15 28. Insurance. 16 29. Safety. 17 30. Americans With Disability Act. 18 31. City Access To Property. 18 32. Public Records 19 33. Nondiscrimination 19 34. No Discrimination in Hiring. 19 35. Conflict of Interest. 19 36. Waiver of Jury Trial; Attorney's Fees. 20 37. Notices 20 38. Advertising. 21 39. Waiver. 21 40. Ownership Of Improvements. 22 41. Surrender Of Property. -22 42. Compliance with Environmental Laws. 23 43. Invalidity. 23 44. Time of Essence. 23 45. No Interpretation Against Draftsmen. 23 46. Further Acts. 23 47. Litigation. 23 48. Third Party Beneficiary. 24 49. No Partnership. 24 50. Amendments and Modifications 24 51. Miscellaneous. 24 52. Entire Agreement... 24 53. Radon Gas. 24 54. Authority. 25 Exhibit A: Property Exhibit B: Manner of Property Use fi n e° REVOCABLE LICENSE AGREEMENT This revocable license agreement ("Agreement") is entered this day of J'(iifr(2on, (but is effective as of the Effective Date as hereinafter defined) by and between the City of Miami, a municipal corporation of the State of Florida (the "City"), and Miami Rowing and Watersports Center, Inc. ("Licensee"), a nonprofit organization under the laws of the State of Florida. RECITALS WHEREAS, the City and Licensee desire and intend to enter into a revocable license agreement; and WHEREAS, this Agreement is not assignable; and WHEREAS, this Agreement is revocable at -will by the City and without the consent of the Licensee; and WHEREAS, this Agreement does not transfer an interest in real property including any leasehold interest in real property owned by the City; and WHEREAS, this Agreement does not confer a right to use any real property for any general purposes; and WHEREAS, this Agreement does not convey or transfer any right to exclude the City from any real property; and WHEREAS, this Agreement permits only certain, enumerated, specific and listed permitted uses and does not permitanything further; and NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereby agree as follows: 1. Recitals. The foregoing recitals are hereby incorporated and made a part of this Agreement. 2. Definitions. a) "Additional Percentage Fee" is 12% of Gross Revenues from Licensee's operations, which includes those operations by Program Operators that enter into agreements with Licensee to provide the activities outlined in Section 4 of this Agreement. b) "City Manager" is the City Manager for the City of Miami. c) "City -sponsored Event" shall mean an event sponsored by the City on the Property, 0 0 d) "City's Use Fee" is the monthly fee that Licensee pays to the City, as the case may be, for the use of the Property. e) "Director" shall mean the Director of the Department of Parks and Recreation for the City of Miami. f) "Effective Date" shall be October 1, 2010. g) "Environmental Laws" means all applicable requirements of federal, state and local environmental, public health and safety laws, regulations, orders, permits, licenses, approvals, ordinances and directives, including but not limited to, all applicable requirements of: the Clean Air Act; the Clean Water Act; the Resource Conservation and Recovery Act, as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act; the Comprehensive Environmental Response, Compensation and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of 1986; the Occupational Health and Safety Act; the Toxic Substances Control Act; the Pollutant Discharge Prevention and Control Act; the Water Resources Restoration and Preservation Act; the Florida Air and Water Pollution Control Act; the Florida Safe Drinking Water Act; and the Florida Environmental Reorganization Act of 1975. h) "Permitted Uses" means Licensee shall occupy and use the Property primarily for water recreational and educational opportunities as more particularly described in Section 4. i) "Program Operators" shall be other entities that provide activities at the Property pursuant to an agreement with Licensee to provide activities and services as permitted pursuant to Section 4 entitled "Permitted Uses". The City shall not be included in the definition of "Program Operator". j) "Property" shall mean 149,700 square feet or 3.44 acres of City -owned real property, located at 3601 Rickenbacker Causeway, Miami, Florida, as more particularly shown and described in the survey found in Exhibit "A" and Exhibit "B" attached hereto and made a part hereof. k) "Special Event" shall mean activities at the Property which exceed the scope of the regular program activities conducted at the Property and outlined in Section 4 and Exhibit 8 of this Agreement. 2 O 3. This Agreement Confers No Exclusive Possession of the Property. This Agreement confers no exclusive possession of the Property. The Licensee cannot exclude the City from the Property. This Agreement solely authorizes Licensee to the temporary use of the Property for the limited purposes set forth herein and for no other purpose. The parties hereby agree that the provisions of this Agreement do not constitute a lease. The rights of Licensee hereunder are not those of a tenant, but are a mere personal privilege to do certain acts of a temporary character on the Property and to use the Property, subject to the terms of this Agreement. The City retains dominion, possession and control of the Property. Therefore, no lease interest in. the Property is conferred upon Licensee under the provisions hereof. licensee does not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the Property by virtue of this Agreement or its use of the Property hereunder. Additionally, Licensee does not and shall not claim at any time any interest or estate of any kind or extent whatsoever in the Property by virtue of any expenditure of funds by the Licensee for improvements, construction, repairs, partitions, or alterations to the Property which may be authorized by the City. 4. Permitted Uses. Subject to existing zoning and other governmental restrictions and the issuance of this Agreement, this Agreement authorizes the Licensee to occupy and use the Property primarily for public water recreational and educational activities, which activities may include rowing, kayaking, paddling, group and individual instruction, lectures, clinics, classes, camps, together with associated ancillary uses, and for no other purpose whatsoever (the "Permitted Use"). Receptions, conferences, meetings, socials, and any other Special Events being held at or around the Property will be permitted via parks use permit only. The use of jet skis and motorized vessels is strictly prohibited (The only exception is when a motorized vehicle (non -jet ski) is used as safety boat to accompany kayaks, rowing sculls, or sailboats that are part of these Permitted Uses). No other uses except those provided for in this Section are allowed. Youth (non -adult) residents of the City of Miami shad) not be required to obtain a membership in order to participate in the rowing program and other programs. Licensee shall ensure that the Property and all of Licensee's activities thereon, or resulting from, in connection with or relating to Licensee's use of the Property, shall be available to all segments of the 3 community including the physically disabled and financially disadvantaged. Licensee shall operate, manage, supervise and administer activities during its use of the Property as an independent contractor and not as an employee of the City. Licensee may request written consent from the Director to use the Property for any other use, but shall not be authorized to use the Property for that use until Licensee has received the written consent of the Director, which consent may be conditioned or withheld in the Director's sole discretion. The sale, distribution and/or consumption of alcoholic beverages at the Property is prohibited unless specifically authorizedin writing in advance of the event by the Director in connection with a Special Event and provided that Licensee obtains all required permits, complies with all laws andcodes, and provides insurance coverage for liquor liability in a form acceptable to the City and in an amount not less than $2,000,000 per occurrence. Licensee shall be authorized to operate concession sales subject to application and approval by the Director whose approval may be conditioned or withheld in his sole discretion; Concession sales may only be authorized during the specific days and hours the licensee operates its programs. The use of the Property by Licensee shall be conditioned upon approval or a waiver of use by the State of Florida Department of Environmental Protection (DEP) to the City. The City shall promptly give notice to Licensee in the event the waiver is terminated by DEP for said use of the Property. In the event DEP charges the City a state fee for said use, either party may terminate this agreement with thirty (30) days prior written notice in accordance with Section 9 of the Agreement. 5. Program Operators. Licensee shall be solely responsible for all of its activities during its use at the Property. The Licensee shall be allowed to enter into professional services agreements with Program Operators that wish to provide the activities set forth in Section 4, subject to obtaining the prior written approval of the Director, which approval may be conditioned or withheld in his sole discretion. Licensee's agreements with Program Operators shall include a provision that Program Operators shall comply with the terms and conditions of this Agreement including, but not limited to, the requirement to pay the Percentage Fees in accordance with Section 13 herein and obtain required insurance in accordance with Section 28. 4 6. Manner of Property Use. Licensee's use of the Property is nonexclusive and Licensee acknowledges that other users may use the Property and shall not conflict with other Property users. Licensee acknowledges and agrees to abide by the terms and obligations as set forth in Exhibit "B" attached hereto and made a part hereof, related to the services to be provided, manner of operation, use areas, and maintenance and utility obligations. 7. Term. This Agreement is revocable -at -will by the City. Unless this Agreement is revoked or terminated as provided in this Agreement, this Agreement shall commence upon the Effective Date and shall expire automatically on September 30, 2015. Provided Licensee is not in violation of the Agreement, Licensee is hereby granted the option to extend this Agreement for one (1) additional five-year (5) renewal option period, upon expiration of the initial License term period under the same terms and conditions of the initial Agreement term upon the mutual consent of both parties. Licensee shall request such renewal in writing no later than ninety (90) days prior to the expiration. Renewal of this Agreement is subject to approval by the City of Miami Commission.. 8. Automatic Termination. Licensee and its Program Operators, agree to abide by each and every term and condition of this Agreement. if Licensee violates the terms, restrictions or conditions of this Agreement, then the City may give it ten (10) days written notice within which to cease such violation or correct such deficiencies. Upon Licensee's failure to do so, this Agreement shall be automatically canceled without the need for further action by the City. Notwithstanding this provision or any other provision in this Agreement, this License extended to the Licensee is revocable -at -will by the City, through its City Manager, without the consent of the Licensee. 9. Cancellation by Request of Either of the Parties Without Cause. Either party may cancel this Agreement at any time with thirty (30) days prior written notice to the non -cancelling party. 5 10. This License Agreement is Not Assignable. Licensee shall not sell, assign this Agreement, or any part thereof to any other party, The License granted by this Agreement is personal to the Licensee. Any assignment sale or transfer of this Agreement contrary to the foregoing provision, whether voluntary or involuntary, shall be void and shall confer no right upon such assignee, shall constitute a violation under this Agreement, and shall result in an immediate forfeiture of the rights of Licensee hereunder, 11. Use Fee. Commencing on the Effective Date of this Agreement, and on the first day of each month thereafter during the term of the Agreement, Licensee shall pay to the City a monthly Use Fee of Two Thousand Dollars ($2,000,00), plus State of Florida State Use Tax, if applicable, for the license to use the City's Property. On October 1, 2015, Licensee's Use Fee shall be increased to Two Thousand Five Hundred Dollars ($2,500.00). The Use Fee shall be due each month without notice or demand. Payments shall be made payable to "City of Miami" and shall be mailed to 444 S.W. 2"d Avenue, 6th Floor, Finance Department, Attention: Treasury Management/Receipts, Miami, Florida 33130, or such other address as may be designated from time to time from the City Manager. . Licensee shall be responsible for any cost associated with its programs operated on the Property, including but not limited to, security, equipment, and insurance during its operating hours. 12 Prior -Years' Percentage Fees. The City asserts a claim against Licensee for outstanding percentage fees, currently past due, in a total amount of Thirty-five Thousand Six Hundred Fifty and 22/100 Dollars ($35,650.22), for Licensee's Fiscal Years 2007, 2008, and 2009 ("Past Due Fees"). Licensee denies any liability in connection with the alleged claim. Both the City and the Licensee wish to reach a full and final resolution of all matters arising out of this claim. This resolution is a material inducement for the City and the Licensee to enter into this Agreement. 12.1 Payment.. Licensee covenants to pay to the City, on the first day of each month commencing June 1, 2011 for a period of fifty-two (52) months, a monthly payment equal to Five Hundred Ninety-four and 17/100 Dollars ($594.17), for prior -years' percentage fees {"Monthly 6 Payments"). 12.2 Delayed approval. Should the approval of this Agreement by City Commission occur after June 1, 2011, the Monthly Payments shall commence on the first day of the month immediately following City Commission approval, and shall continue until September 30, 2015. 12.3 Payment Shortfall. There is, contemplated, a shortfall of Four Thousand Seven Hundred Fifty-three and 36/100 Dollars ($4,753.36) between the Past Due Fees and the Monthly Payments ("Payment Shortfall"), which represents eight (8) monthly payments of Five Hundred Ninety- four and 17/100 Dollars ($594.17) for the period beginning October 2010 and ending May 2011. Prior to the exercise of the first option to renew this Agreement, Licensee covenants to pay to the City a lump - sum payment equal to the Payment Shortfall. Should, however, the Monthly Payments be subject to delayed City Commission approval, as described in Section 12.2, the Payment Shortfall shall be adjusted to equal the difference, then existing, between the Past Due Fees and total Monthly Payments. For example: if this Agreement is approved in July 2011,.the Monthly Payments shall commence on August 1, 2011, with the last payment due September 1, 2015 (fifty Monthly Payments) for a total of Twenty-nine Thousand Seven Hundred Eight and 52/100 Dollars ($29,708.50). The Payment Shortfall now equals Five Thousand Nine Hundred Forty-one and 70/100 Dollars ($5,941:70), i.e. the difference between the Past Due Fees and the total Monthly Payments. 13. Additional Percentage Fee. In addition to the payment of the Use Fee as provided for in Section 11, commencing on the Effective Date, Licensee and each Program Operator, if applicable, shall pay monthly to the City a fee in the amount of twelve percent (12%) of their respective Gross Revenues derived from their respective use of the Property, plus State of Florida Use taxes, if applicable (hereinafter "Additional Percentage Fee"). On or before the thirtieth (30th) day following the end of each month, Licensee shall remit its and the Program Operator's Additional Percentage Fees to the City. If the Licensee exercises its option to renew, the Additional Percentage Fee shall be increased to thirteen percent (13%) for the renewal period. 7 For purposes of this Agreement, the term "Gross Revenues" shall include the following revenue received by Licensee: a) all revenue from services, program fees and membership dues; b) all revenue derived from advertising and sponsorships conducted on the Property; c) all revenue from concession sales; dJ all other receipts whatsoever of ail business conducted in or from the Property; e) all revenue from sales and services generated on or from the Property; f) all revenue received by Licensee or any business entity or venture which has involvement of Licensee's principals, in connection with the use of the Property, any facility thereon, or any portion thereof for any period of time, including without limitation, special events, regattas, or tournaments, held on the Property, or at Marine Stadium; g) all grants, subsidies, rebates, credits or similar benefits received from any federal, state, regional or local body, agency, authority, department or organization which revenues are unrestricted or are to be used for general operating expenses. hJ all donations and contributions received which revenues are unrestricted or are to be used for general operating expenses. No deduction shall be allowed for direct or indirect discounts, unless generally offered to employees or the public on a uniform basis. Gross Revenues shall not include the following: a) any amount of any sales, use or gross sales tax imposed by any federal, state .or governmental authority directly on sales and collected from customers, provided that the amount is added to the selling price therein and paid by the Licensee to such governmental authority; b) collection of insurance proceeds; c) monies collected for 'events that are done for charities wherein the total amount collected is paid to the charitable sponsor or not -for -profit organizations; d) all gratuities paid to employees; e) any grants, subsidies, credits or similar benefits received from any federal, state, regional or local body, agency, authority, department or organization which revenues 8 are restricted or for capital expenditures to the Property; f) any donations or contributions which revenues are restricted for capital expenditures, including capital improvements for boats and equipment, as approved by the City, to the Property; Gross. Revenues, whether for cash, credit, credit cards .or otherwise, shall be recognized in the period the service was provided or sale took place. Payments received in advance are deferred and are recognized as revenue in the period the service is rendered or sale takes place. Grants shall be recorded as income during the period designated by the grants or when the Licensee has incurred expenditures in compliance with the restrictions of the. grantor. If a sale is by credit card no deduction shall be allowed for any commission associated with such sale. Gross Revenues shall be reduced by the amount of any refund made upon any sale in or from the Property, provided said amounts had been previously included in "Gross Revenue,' not to exceed the sum so previously included, where the merchandise sold is thereafter returned by the purchaser and accepted by the Licensee, and if such refund is in the form•of a credit to customer, such credit shall be included in Gross Revenues when used. 14. Financials. Within ninety (90) days after the end of its fiscal year, Licensee shall deliver or cause to be delivered to the City of Miami's Director, Department of Public Facilities, whose address is 444 S.W. 2nd Avenue, 3rd Floor, Miami, FL 33130, an audited financial statement for the Licensee's and Program Operators' fiscal year which includes the Licensee's and the Program Operator's gross revenues. Such financial statement shall be prepared by Licensee's accountant, employed respectively at Licensee's and the Program Operator's sole cost and expense. In the event Licensee or a Program Operator is unable to timely submit the audited financial statement and provided Licensee and the Program Operator has commenced and diligently pursued. the completion of the audit, Licensee and the Program Operator may request from the Director a thirty {30) day extension to complete the audit which' request shall not be unreasonably denied. Said accountant shall attest that such statement is prepared in accordance with generally accepted accounting principles and practices and represents the Gross Revenues, other revenues, if any, for the period indicated therein. Notwithstanding the above and during the Term described in Section 7 of this Agreement and 9 for a period expiring three (3) years after the expiration of the Term, at its option, the City may, at its sole cost and expense, audit Licensee and the Program Operator's business affairs, records, files, sales slips and sales tax records in connection with Licensee and the Program Operator's sales on, from or related to the Property for the period covered by any financial statement, report or record furnished to the City. Licensee and its Program Operators shall allow the City or auditors of the City to inspect all or any part of the source documents and records for the aforesaid monthly reports. Said inspection shall. be conducted at the sole discretion of the City. Records shall be available Monday through Friday, inclusive, between the hours of 8:00 AM and 5:00 PM at the Licensee's address provided in Section 36 of this Agreement. Copies requested by the City shall be furnished to the City at no cost. 15. Returned Check Fee. In the event any check is returned to the City as uncollectible, the Licensee shall pay to the City a returned check fee (the "Returned Check Fee") based on the following schedule: Returned Amount Returned Check Fee $00.01 - 50.00 $20.00 $50.01- 300.00 $30.00 $300.01 - 800.00 540.00 OVER $800 5% of the returned amount. Such Returned Check Fee shall constitute additional fees due and payable to the City by Licensee, upon the date of payment of the delinquent payment referenced above. Acceptance of such Returned Check Fee by the City shall not, constitute a waiver of Licensee's violations with respect to such overdue amount nor prevent the City from the pursuit of any remedy to which the City may otherwise be entitled. 16. Late Payments. Licensee hereby acknowledges that late payment by the Licensee to the City of the use fee, percentage fee and other sums due hereunder will cause the City to incur costs not contemplated by this Agreement, the exact amount of which will be extremely difficult to ascertain. Accordingly, if any installment of the use fee, percentage fee or any other sum due from Licensee shall not be received by 10 the City within fifteen (15) days after the date on which such sum is due, Licensee shall pay to the City a late charge equal to 5% of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs the City will incur by reason of late payment by Licensee. Acceptance of such late charge by the City shall not constitute a waiver of the Licensee's violation with respect to such overdue amount, nor prevent the City from exercising any of its other rights and remedies granted hereunder or at law or in equity. Any amount not paid to the City within fifteen (15) days after the date on which such amount is due shall bear interest at the rate of 12% per annum from its due date. Payment of such interest shall not excuse or cure any violation by Licensee under this Agreement. 17. Security Deposit Notwithstanding anything to the contrary, the City shall retain the sum of Seven Hundred Fifty Dollars ($750.00) from the Revocable License Agreement between the City and Licensee, dated April 27, 2007, as Security for this Agreement (the "Security"). If Licensee is in violation beyond any applicable notice or cure period, the City may use, apply or retain all or any part of the Security for the payment of (i) any fee or other sum of money which Licensee was obligated to pay but did not pay, (ii) any sum expended by City on Licensee's behalf in accordance with the provisions of this Agreement, or (iii) any sum which City may expend or be required to expend as a result of Licensee's violation. Should the City use, apply or retain all or any part of the Security, Licensee shall reimburse the amount used, applied or retained within fifteen (15) days of the City's application of the Security. The use, application or retention of the Security or any portion thereof by the City shall not prevent the City from exercising any other right or remedy provided for under this Agreement or at law and shall not limit any recovery to which the City may be entitled otherwise. Provided Licensee is not in violation of this Agreement, the Security or balance thereof, as the case may be, shall be returned to Licensee after the expiration date or upon any later date after which Licensee has vacated the Area in the same condition or better as existed on the Effective Date, ordinary wear and tear excepted. Upon the return of the Security (or balance thereof) to the Licensee, the City shall be completely relieved of liability with respect to the Security. Licensee shall not be entitled to receive any interest on the Security. 11 18. Taxes. Licensee shall pay before any fine, penalty, interest or costs is added for nonpayment, any and ail charges, fees, taxes or assessments levied against the Property [collectively Assessments], its proportionate share of use of the Property and/or against personal property of any kind, owned by or placed in, upon or about the Property by Licensee, including, but not limited to, ad valorem taxes, fire fees and parking surcharges. In the event Licensee appeals an Assessment, Licensee shall immediately notify the City of its intention to appeal said Assessment and shall furnish and keep in effect a surety bond of a responsible and substantial surety that is reasonably acceptable to the City or other security reasonably satisfactory to the City in an amount sufficient to pay one hundred percent of the contested Assessment with all interest on it and costs and expenses, including reasonable attorneys' fees, to be incurred in connection with it. Licensee agrees to pay such Assessments either in lump sum or on an installment plan. - Failure of the Licensee to pay any Assessment or constitute a violation under this Agreement. any installment payment thereof. shall 19. Condition of the Property and Maintenance. Licensee accepts the Property "as is", in its present condition and state of repair condition and without any representation by or on behalf of the City, and agrees that the City shall, under no circumstances, be liable for any latent, patent or other defects in the Property. Licensee shall provide all maintenance to the Property inaccordance with Exhibit "B", except roof and structural portions of the building. 20. Alterations, Additions or Replacements. Except in the event of an emergency, Licensee shall not make any repair without first receiving the written approval of the City Manager or his/her designee, which approval may be conditioned or withheld for any or no reason whatsoever, including a condition to pay additional fees if such alteration will affect the cost of services being provided by the City. if the City approves such request, no repair or alteration shall be commenced until plans and specifications therefore shall have been submitted to and approved by the City Manager or his/her designee. In the event of an emergency, Licensee shall reasonably proceed to perform such repair work and 12 n shall immediately notify the City of such work. 21. Construction Liens. The Licensee shall not knowingly suffer or permit any mechanics' liens to' be filed against the title to the Property by reason of work, labor, services or materials supplied to the Licensee or anyone having a right to possession of the Property as a result of an agreement with or without the consent of the Licensee. Nothing in this Agreement shall be .construed as constituting the consent or request of the City, expressed or implied, by inference or otherwise, to any contractor, subcontractor, laborer or materialman for the performance of any labor or the furnishing of any materials, for any specific work on the Property nor as giving the Licensee the right, power or the City to contract for or permit the rendering of any services or the furnishing df any materials that would give rise to the filing of any mechanics' liens against the City 's interest in the Property if any construction lien shall at any -time be filed against the Property, the Licensee shall cause it to be discharged of record within thirty (30) days after the date that it has notice of its filing. Licensee shall not be required to pay or discharge any construction lien within the thirty (30) day period, so long as Licensee shall in good faith proceed to contest the lien by appropriate proceedings. It shall furnish reasonably satisfactory evidence that funds are or will be available to pay the amount of the contested lier claim with all interest on it and costs and expenses, including reasonable attorneys' fees to be incurred in connection with it. If Licensee does not 1) cause a mechanics' lien to be discharged of record within thirty. (30) days after the. date Licensee has notice of the filing of a lien or 2) Licensee does not in good faith proceed to contest the lien by appropriate proceedings within the thirty (30) day period, then Licensee shall be in violation of the Agreement. 22, Licenses, Authorizations and Permits. Licensee shall obtain, or cause to be obtained, and maintain in full force and effect throughout the term of this Agreement, at its sole expense, all licenses, authorizations and permits that' are necessary for Licensee to conduct its public water recreational and educational activities. Licensee shall be responsible for paying the cost of said applications and obtaining said licenses, authorizations and permits. 13 23. No Liability. In no event shall the City be liable or responsible for injury, loss or damage to the property, improvements, fixtures and/or equipment belonging to or rented by Licensee, the Program Operators, their officers, agents,.employees, invitees or patrons occurring in or about the Property that may .be stolen, destroyed, or in any way damaged, including, without limitation, fire, flood, steam, electricity, gas, water, rain, vandalism or theft which may leak or flow from or into any part of the Property, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the Property, or from hurricane or any act of God or any act of negligence of any user of the facilities or occupants of the Property or any person whomsoever whether such damage or injury results from conditions arising upon the Property or upon other portions of the Property or from other sources. Licensee indemnifies the City its officers, agents and employees from and against any and all such claims even if the claims, costs, liabilities, suits, actions, damages or causes of action arise from the negligence or alleged negligence of the City, including any of its employees, agents, or officials. Licensee further acknowledges that as lawful consideration for being granted the right to utilize and occupy the Property, Licensee, on behalf of himself, his agents, invitees and employees, does hereby release from any legal liability the City, its officers, agents and employees, from any and all claims for injury, death or property damage resulting from Licensee's use of the Property. 24. No Claim to Assets or Rights of Licensee. By entering into this Agreement, none of the parties are granted any assets, rights, titles or interest to the other's assets, rights, title or interests, except as otherwise set forth in this Agreement. 25. Compliance With Laws. Licensee and/or its authorized agents agree to comply with all applicable laws, codes {including, but not limited to, the Florida Building Code as it may be amended), ordinances and regulations enacted or promulgated by federal, state, county, and city government including the provisions of the Zoning Ordinance, Charter and Code of the City. Licensee and/or its authorized agents shall also comply with reasonable directives of the City Manager. 14 26. Additional Expenses. Under no circumstances will the City be liable for any costs or expenses incurred by Licensee under this Agreement or as a result of its programs or related activities beyond those that are specifically set forth in this Agreement. 27. Indemnity, and Hold Harmless. This Licensee voluntarily, knowingly, and freely covenants and agrees to indemnify , defend (at its sole cost and expense) and hold harmless, the City , its officials, and employees from all liabilities, suits, debts, actions, claims and causes of action for personal injury, wrongful death, property loss or damage and other causes of action referenced in this section. It is a condition precedent to the issuance of this License that the licensee assumes all civil liability for the licensee's acts, omissions or commissions, and from all claims, suits or actions of any kind whatsoever arising out of or resulting from the issuance of the license, location change, compliance with applicable laws or regulations, or the operations or activities of the licensee and shall, further, hold the city, its officials and employees, harmless for, and defend the City, its officials and/or employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, or the Licensee's use, actions, omissions, undertakings and activities arising by virtue of this Agreement or those of Licensee's officials, employees, invitees, guests, agents or representatives. This indemnity / hold harmless will apply even if it is alleged that the City, its officials and/or employees were negligent. The licensee shall insure that adequate safety precautions are in effect at all times during the term of the permit. This Section obliges the Licensee to defend the City , its officials and employees through competent defense counsel the cost of which shall be paid by the Licensee through administrative , litigation, and appellate proceedings. This required indemnification and hold harmless shall survive the revocation or expiration of the revocable license agreement and shall be included in the license agreement. The licensee voluntarily and knowingly acknowledges that the granting of any such license is sufficient, independent and valuable consideration for the giving of such indemnity, and hold harmless. 15 28. Insurance. Licensee, at its sole cost, shall obtain and maintain in full force and effect at all times throughout the period of this Agreement, the following insurance coverage: 1. Commercial General Liability Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $2,000,000 Products/Completed Operations $1,000,000 Personal and Advertising Injury $1,000,000 Damage to Rented Premises $100,000 Endorsements Required City of Miami included as an additional insured Primary Insurance Clause Endorsement Contingent Liability & Contractual Liability Premises & Operations Liability Business Automobile Liability Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto/Owned Autos/Scheduled Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 500,000 Endorsements Required City of Miami included as an additional insured 111. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability Limits of Liability $500,000 for bodily injury caused by an accident, each accident. $500,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit 16 �1 IV. Property Coverage The licensee shall provide coverage on business personal property against all risk of direct physical loss (special form), and including coverage for windstorm and hail subject to replacement cost valuation with a maximum deductible of $2,500 all perils, except for 5% on the perils of wind and hail. The certificate should also include coverage for business income including extra expense, and primary flood coverage. City should be listed as loss payee on the property certificate. V. Protection & Indemnity $1,000,000 include Jones Act, if applicable VI. MOLL (If Applicable) $1,000,000 VII. Liquor Liability (If Applicable) $1,000,000 VIII. Umbrella Liability (Excess Follow Form) Each Occurrence $1,000,000 Policy Aggregate $1,000,000 City of Miami listed as an additional insured The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. 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. In the event Licensee shall fail to procure and place such insurance, the City may, but shall not be obligated to, procure and place same, in which event the amount of the premium paid shall be paid by Licensee to the City as an additional fee upon demand and shall in each instance be collectible on the first day of the month or any subsequent month following the date of payment by the City. Licensee's failure to procure insurance shall in no way release Licensee from its obligations and responsibilities as provided herein. 17 29. Safety. Licensee will allow City inspectors, agents or representatives the ability to monitor its compliance with safety precautions as required by federal, state or local laws, rules, regulations and ordinances. By performing these inspections the City, its agents, or representatives are not assuming any liability by virtue of these laws, rules, regulations and ordinances. Licensee shall have no recourse against the City, its agents, or representatives from the occurrence, non-occurrence or result of such inspection(s). Upon issuance of a notice to proceed, the Licensee shall contact the Risk Management Department at (305) 416-1700 to schedule the inspection(s). 30. Americans With Disability Act. Licensee shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, Licensee shall take affirmative steps to ensure nondiscrimination in employment of disabled persons. 31. City Access To Property. The City and its authorized representative(s) shall have at all times access to the Property. The City will maintain a complete set of keys to the Property. Licensee, at its sole cost and expense, may duplicate or change key locks to the Property but not until first receiving written approval from the Director for such work. In the event Licensee changes key locks as approved by the Director, Licensee, at its sole cost and expense, must also provide to the City a copy or copies of said keys, if more than one copy is required. The City shall have access to and entry into the Property at any time to (a) inspect the Property, (b) to perform any obligations of Licensee hereunder which Licensee has failed to perform after written notice thereof to Licensee, Licensee not having cured such matter within ten (10) days of such notice, (c) to assure Licensee's compliance with the terms and provisions of this Agreement and all applicable laws, ordinances, rules and regulations, (d) to show the Property, to prospective purchasers, Licensees or others, and (e) for other purposes as may be deemed necessary by the City Manager in the furtherance of the City's corporate purpose; provided, however, that City shall make a diligent effort to provide at 18 least 24-hours advance notice and Licensee shall have the right to have one or more of its representatives or employees present during the time of any such entry. The City shall not be liable for any loss, cost or damage to the Licensee by reason of the exercise by the City of the right of entry described herein for the purposes listed above, The making of periodic inspection or the failure to do so shall not operate to impose upon the City any liability of any kind whatsoever nor relieve the Licensee of any responsibility, obligations or liability assumed under this Agreement. 32. Public Records. Licensee understands that the public shall have access, at all reasonable times, to City contracts, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by the City and the public to all documents subject to disclosure under applicable law. 33. Nondiscrimination. Licensee represents and warrants to the City that Licensee does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Licensee's use of the Property on account of race, color, sex, religion, age, handicap, marital status or national origin. 34. No Discrimination in Hiring. In the performance of this Agreement or any extension thereof, Licensee and/or its authorized agents shall not discriminate against any employee or applicant for employment because of sex, age, race, color, religion, ancestry or national origin. Licensee and/or its authorized agents will take affirmative action to insure that minority applicants are employed and that employees are fairly treated during employment without regard to their sex, age, race, color, religion, ancestry, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation. 35. Conflict of Interest. 19 Licensee is aware of the conflict of interest laws of the City (Miami City Code Chapter 2, Article V), Dade County, Florida (Dade County Code, Section 2-11.1 et. seq.) and of the State of Florida as set forth in the Florida Statutes, and agrees that it will fully comply in all respects with the terms of said laws and any future amendments thereto. Licensee further covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the City. Licensee further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to services provided hereunder. Any such conflict of interest(s) on the part of Licensee, its employees or associated persons, or entities must be disclosed in writing to the City. 36. Waiver of Jury Trial, Attornev's Fees. The parties hereby knowingly, irrevocably, voluntarily and intentionally waive any right either may have to a trial by jury in respect of any action, proceeding or counterclaim based on this Agreement, or arising out of, under or in connection with this Agreement or any amendment or modification of this Agreement, or any other agreement executed by and between the parties in connection with this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement for the City and Licensee entering into the subject transaction. In the event of any litigation between the parties arising out of this Agreement, each party shall bear their own attorney's fees. 37. Notices. Ali notices or other communications, which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by hand, telecopy, or registered mail addressed to the other party at the address indicated herein. Such notice shall be deemed given on the day on which hand delivered; faxed or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. If to City of Miami: City Manager City of Miami 3500 Pan American Drive Miami, Florida 33133 20 With a copy to: If to Licensee: City Attorney City of Miami 444 SW 2nd Avenue Suite 945 Miami, Florida 33130 Department of Parks & Recreation City of Miami 444 SW 2nd Avenue, 8th Floor Miami, Florida 33130 Department of Public Facilities City of Miami 444 SW 2nd Avenue, 3`d Floor Miami, Florida 33130 Miami Rowing and Watersports Center, Inc. Attention: President 3832 Shipping Avenue Miami, Florida 33146 38. Advertising. Licensee shall not permit any signs or advertising matter to be placed either in the interior or upon the exterior of the Property without having first obtained the approval of the Director or his/her designee, which approval may be withheld for any or no reason, at his sole discretion. Licensee shall, at its sole cost and expense, install, provide, maintain such sign, decoration, advertising matter or other things as may be permitted hereunder in good condition and repair at all times. Licensee must further obtain approval from all governmental authorities having jurisdiction, and must comply with all applicable requirements set forth in the City of Miami Code and Zoning Ordinance. Upon the cancellation of this Agreement, Licensee shall, at its sole cost and expense, remove any sign, decoration, advertising matter or other thing permitted hereunder from the Property. If any part of the Property is in any way damaged by the removal of such items, said damage shall be repaired by Licensee at its sole cost and expense. Should Licensee fail to repair any damage caused to the Property within ten (10) days after receipt of written notice from the City directing the required repairs, the City shall cause the Property to be repaired at the sole cost and expense of Licensee. Licensee shall pay the City the full cost of such repairs within five (5) days of receipt of an invoice indicating the cost of such required repairs. 21 Licensee hereby understands and agrees that the City may, at its sole discretion, erect or place upon the Property an appropriate sign indicating City's having issued this Agreement. 39. Waiver. Any waiver by either party or any breach by either party of any one or more of the covenants, conditions or provisions of this Agreement shall not be construed to be a waiver of any subsequent or other breach of the same or any covenant, condition or provision of this Agreement, nor shall any failure on the part of the City to require or exact full and complete compliance by Licensee with any of the covenants, conditions or provisions of this Agreement be construed as in any manner changing the terms hereof to prevent the City from enforcing in full the provisions hereto, nor shall the terms of this Agreement be changed or altered in any manner whatsoever other than by written agreement of the City and Licensee. 40. Ownership Of Improvements. As of the Effective Date and throughout the Term of this Agreement and any extension thereof, Licensee agrees that all buildings and improvements constructed by Licensee on the Property shall not be erected without prior approval of the City Manager and upon completion thereon shall be vested in the City. Furthermore, title to all Alterations made in or to the Property, whether or not by or at the expense of Licensee, shall, unless otherwise provided by written agreement, immediately upon their completion become the property of the City and shall remain and be surrendered with the Property. 41. Surrender Of Property. Upon the expiration of this Agreement or in the event of cancellation pursuant to revocation, "Cancellation By Request Of Either of the Parties Without Cause" or "Automatic Termination", or at the expiration of the time limited by the notice, Licensee shall peacefully surrender the Property broom clean and in good condition and repair together with all alterations, fixtures, installation, additions and improvements which may have been made in or attached on or to the Property. Upon surrender, Licensee shall promptly remove all its personal property, trade fixtures and equipment and Licensee shall repair any damage to the Property caused thereby. Should Licensee fail to repair any damage caused to the Property within ten (10) days after receipt of written notice from the City directing the 22 n required repairs, the City shall cause the Property to be repaired at the sole cost and expense of Licensee. Licensee shall pay the City the full cost of such repairs within ten (10) days of receipt of an invoice indicating the cost of such required repairs. At the City's option, the City may require Licensee to restore the Property so that it shall be as it was on the Effective Date. In the event Licensee fails to remove its personal property, equipment and fixtures from the Property within the time limit set by the notice, said property shall be deemed abandoned and thereupon shall become the sole personal property of the City. The City, at its sole discretion and without liability, may remove and/or dispose of same as the City sees fit, all at Licensee's sole cost and expense. 42. Compliance with Environmental Laws. Licensee represents and warrants that during the term of this Agreement, it will not use or employ the property, or any other City -owned property, to handle, transport, store or dispose of any hazardous waste or substances and that it will not conduct any activity at the Property or other City - owned property in violation of any applicable Environmental Laws. 43. Invalid itv. In the event that any non -material provision of this Agreement shall be held to be invalid for any reason, such invalidity shall not affect the remaining portions of this Agreement and the same shall remain in full force and effect. 44. Time of Essence. It is expressly agreed by the parties hereto that time is of the essence with respect to this Agreement. If the final day of any period falls on a weekend or legal holiday, then the final day of said period or the date of performance shall be extended to the next business day thereafter. 45. No interpretation Against Draftsmen. The parties agree that no provision of this Agreement shall be construed against any particular party and each party shall be deemed to have drafted this Agreement. 23 46. Further Acts. In addition to the acts and deeds recited herein and contemplated to be performed, executed and/or delivered by the parties, the parties each agree to perform, execute and/or deliver or cause to be performed, executed and/or delivered any and all such further acts, deeds and assurances as may be necessary to consummate the transactions contemplated hereby. 47. Litigation. Any dispute herein shall be resolved in the courts of Miami -Dade County, Florida. The parties shall attempt to mediate any dispute without litigation. However, this is not intended to establish mediation as a condition precedent before pursuing specific performance, equitable or injunctive relief. 48. Third Party Beneficiary. This Agreement is solely for the benefit of the parties hereto and no third party shall be entitled to claim or enforce any rights hereunder. 49. No Partnership. Nothing contained herein shall make, or be construed to make any party a principal, agent, partner or joint venturer of the other. 50. Amendments and Modifications. No amendments or modifications to this Agreement shall be binding on either party unless in writing, approved as to form and correctness by the City Attorney, and signed by both parties. Renewal or amendments to this Agreement is subject to approval by the City of Miami Commission. 51. Miscellaneous. Title and paragraph headings are for convenient reference and are not a part of this Agreement. 52. Entire Agreement. 24 This Agreement represents the entire understanding between the parties hereto as to the subject matter hereof, and supersedes all prior written oral negotiations, representations, warranties, statements or agreements between the parties hereto as to the same. There are no promises, terms and conditions, or obligations other than those contained herein, and no party has relied upon the statements or promises of the representatives of any party hereto. 53. Radon Gas. Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. 54. Authority. Each of the parties hereto acknowledges it is duly authorized to enter into this Agreement and that the signatories below are duly authorized to execute this Agreement in their respective behalf. REMIANDER•OFTHIS PAGE LEFT INTENTIONALLY BLANK 25 • IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers and hereunto duly authorized as of the date first above written. ATTEST: Signature 44 RAJ 2�1 Print Na By: Signature Print Name ATTEST: Priscilla A. Thompson„ C City Clerk APPROV D AS TO IN REQUIREMENTS: Calvin El Depart ( is, Dir�Cto ent of Risk anagement 26 LICENSEE: Miami Rowing and Watersports Center, Inc. a nonprofit rgani tionJ under the laws of the State of Fri By: Signature E 1.4 D Print Name /;10 MofittePigsr, (Corporate Seal) CITY OF MIAMI, a municipal corporation of the State of Florida Johr i y Martine Cit anager APPROVED AS TO LEGAL FORM AND CORRECTNESS: • Julie O. Bru City Attorney 27 KJ?) -11,q1s.1 1 4111 — Jam, CRANK$,CALF. 1 Pico Po Annir AA1 HAJ 1,11116% lag c. A MOT OF 915OWIO [NW 5417(COT CAS PO. t.., I roe•Fr I • RICKENSACIICER CAUSEWAY --F--- __,/ rr.-rt -141,0^K A.00,41. AfAree. sTwas Nre 1.41.11 Pg-ea rur LEV-4 L,F.W,^ nett 11•• 9,..wgrah i rt-/ 0,00. Ap. (15 al,X.Fr.'"v1:054ir" daNr771.1=M' . .4¢117.ry, P.M.Yes 1.7111 ..trniVrAtir, ff•-•rrr • g...13.70.. 1:37rMri=e4„trg7.!FIAr'vr.::"Tn.e rrig FP - qn.m.1 Gal.,/ rr.1:245u-4. Cry..arel a. ”1 C.,,, ,I.A.1.'` 5.1E1 .1, n .1.c..., CM Fr --:cm r.er - 1".4011 IF ..,....c,stgl.... 5:,.0 CY ft rICINP rrg - fring,Parrgl rgroggrerrr gr' 01,11e$S 4, rxvo-r7.4-..t grg......, ra-roregir IF. ••••••nr. ...-,Pre MP" r):-tr-,..4 SIf;e.cPgt 1 L') 0 co „rT 6's I-.111-771;47 -.):.1 A— .r.qo cp. ....; • sz...,„...,LI.L.,!.....f., DC— 4 FIE 3 fl EXHIBIT B MANNER OF PROPERTY USE 1. Definitions A. "Department" shall mean the City of Miam i Department of Parks and Recreation. B. "Property" shall mean approximately 149,700 square feet or 3.44. 2. Services and Use Areas • Basic Services. Licensee hereby acknowledges that the following are the Basic Services that Licensee and its Property Operators are authorized to operate at the Property and their hours of use: MRWC ■ Provides masters and similar rowing, kayaking and paddling activities at this facility weekdays from approximately 5:00 AM — 8:00 PM and on weekends from 6:00 AM to 11:00 AM. ▪ Provides outrigger canoe paddling outside the basin Wednesdays from approximately 5:30 PM — 7:30 PM and weekends from 8:00 AM — 12:00 PM. ■ Provides dragonboat paddling activities weekends from approximately 9:00 AM - 2:00 PM and Tuesdays, Wednesdays and Thursdays from 5:00 PM — 8:00 PM. ■ Provides youth rowing including use of weight room and rowing (ergonomic-) machines -during---the -months---of September to• -June-. on weekdays from approximately 3:30 PM — 7:30 PM and on weekends from 8:00 AM —12:00 PM. ■ Provides youth and adult rowing for the months of June, July and August on weekdays from approximately 8:00 AM — 12:00 PM and 4:30 PM — 8:00 PM. MRWC and the Department shall review this program's operations every two weeks to ensure they remain compatible and that strict supervision is provided as set forth herein. The Department shall have the right to make programmatic changes in the event that the MRWC youth program and the Department's aquatic program develop operational conflicts which could include, but is not limited to, restructuring hours of operation, requiring additional supervision or canceling the program. Any programming conflicts resulting from the Basic Services provided above shall be resolved by the Director in his or her sole discretion. 1 A. Licensee may from time to time utilize the Property for "Additional Services upon the expressed written approval of the Department. An Additional Service is hereby defined as a program or service that is consistent with the Permitted Uses more fully set forth in Licensee's Revocable License Agreement with the City and which Additional Service is offered on a routine or continuing basis, i.e. not a one-time event or Special Event. B. Special Events The Department shall, have the sole authority, discretion and responsibility for authorizing Special Events and the related permit at the Property, the collection of fees in connection therewith, and establishing permittee liability insurance requirements to utilize the Property for a Special Event. Any inquiries made from outside parties to the Licensee for a Special Event should be referred to the Department. In the event the City issues a permit to a non -Licensee permittee, the City shall have the sole responsibility to clean or caused to be cleaned the Property and repair any damages resulting from the Special Event. For purposes of this Agreement, the term "Special Events" as it relates to the Licensee shall mean activities at the Property, which exceed the scope of the regular program activities, especially, but not in anyway limited to events which involve a charge to the membership or public. If the Licensee elects to have a Special Event, it shall, at its sole cost and expense, obtain the prior written approval of the Department, obtain all applicable permits and pay any and all other costs associated with the issuance of any permits including, but not limited to, the cost of additional insurance, off -duty police, fire -rescue services and cleanup related to the Special Event. C. Use Areas i. Licensee shall have the nonexclusive right (in common with other occupants of the Property) to use "the common areas of the Property, for the purposes intended, subject to such rules and regulations as the City may establish from time to time. ii. The use areas set forth below are for the purpose of prioritizing the use of space at the Property. Notwithstanding, Licensee shall have the right to use other portions of the Property not specifically identified below subject to its availability and with the Department's authorization and for the limited purpose of providing its Permitted Use as defined in its Revocable License Agreement with the City. Licensee shall keep these common areas clear of clutter. (a) MRWC shall have the right to store four (4) dragonboats on the ground level of the boathouse in the area depicted in Attachment A. (b) MRWC shall have the right to exterior storage for additional dragonboats in location depicted in Attachment B, subject to maintaining a through -fare to the water in the boatyard area. (c) MRWC shall have the right to additional exterior storage in such other locations that may be available as determined by the Department, in its sole discretion. (d) MRWC shall have the right to use other areas of the Property subject to availability and with the Department's authorization. (e) MRWC shall have the right to store its rowing and paddling vessels within the remainder of the boathouse. (f) MRWC shall have the right to exterior storage of vessels in the area depicted in Attachment B, subject to maintaining a through -fare to the water in the boatyard area. (g) MRWC shall have the right to use the maintenance/repair area as depicted in Attachment B. (h) MRWC shall have the right to locate one storage trailer and two storage containers in the area 'depicted in Attachment B and conditioned on the trailer having all its required permits. (i) MRWC shall ensure that it launches its vessels during the months of May, June, July, and August at times not in conflict with the Department's program activities who will be launching safety and chase vessels and rotating activities on the hour and each half hour. In the event that both the Licensee and the Department are launching vessels at the same time (as for instance in the mornings during summer rowing camp sessions), the two groups shall share the launch space cooperatively, making room for each other's uses. (j) MRWC shall have the right to use the weight /ergometer room during the Term, provided that during the months of May through August the Department shall have use of said room when not in use by MRWC in its summer rowing camp. (k) MRWC shall have the right to utilize the Property to conduct its annual Miami International Regatta, the Sunshine State Games, the Cystic Fibrosis Kayak Challenge, Miami Masters Regatta, Miami Paddlefest, the South Florida Rowing Championships, and their Blue Blazer Night, as listed with the City of Miami Special Events Committee which shall include set-up and dismantling time on the day before and day after. (1) The Department and MRWC shall, provide strict supervision of their program participants and shall repair, at their sole cost, any damage caused by its respective officers, employees, participants, invitees and guests. (m) Licensee shall have the non-exclusive privilege to use the common area parking of the Property and adjacent City parking area not being utilized by others, at no additional cost. Licensee shall also have the non-exclusive privilege to use Marine Stadium parking not being utilized by others for Special Events, but such use shall be subject to additional cost per City Code 53-53. (n) Licensee shall work cooperatively to schedule and provide a program of activities, at its sole cost, during the summer and in cooperation with the Department for their designated Miami City youth participants. The City will provide transportation for such participants. (o) The City of Miami reserves the right to use the Property, at no cost, during the Term provided that such use shall be done in such a manner as to minimize any interference with approved programs of the respective Licensees. The City shall make every effort to provide advance notice to the Licensees. The Property facilities will be dosed for use by the City by 8:00 p.m. on weekdays and 5:00 p.m. on weekends, unless prior notice is provided to the City by a Licensee and permission is granted by the Parks Department manager. D. General Meetings and Events Licensee shall have the right throughout the Term to use the meeting room in connection with its Permitted Use, subject to its availability. Licensee shall coordinate said use with the Department, providing sufficient advance notice to its representative. Licensee shall dean the meeting room, common areas, and other areas it may have used at the conclusion of its activities. Failure to clean the area may result .in the revocation of this privilege at the sole discretion of the Department, 3. Licensee's Duties and Responsibilities During the Term, Licensee, at its sole cost and expense, shall perform and oversee all tasks related to the provision of its programs, including, but not limited to, the following: i) be responsible for the provision, installation, repair, maintenance and replacement of all equipment necessary for its programs; ii)-provide_adequate_personnel to._provide_quality-service atall-times. The .City shall notify Licensee of any employees of Licensee that are not deemed to be performing in the best interest of the City; iii) upon conclusion of its activities, clean the Property and secure any movable equipment in the designated storage areas; iv) provide security as is required for similar facilities for its Permitted Uses; v) insure that all appropriate equipment and lights have been turned off and appropriate doors locked at the close of operation within the Property each day; vi) assume all operating costs, except as provided herein, retain all receipts and be responsible for payment of all labor, operating supplies and all other general administration expenses related to its Permitted Uses; vii) at all times during the Term continuously conduct operations in the Property in accordance with the terms of this Agreement, except where the Property is rendered unusable by reason of fire or other casualty; 4 viii) be responsible for compliance of any applicable laws to operate the business and to provide copies of the operational licenses, permits and required inspection certificates to the City upon request; ix) pay all federal, state and local taxes, which may be assessed against its operations, equipment, or merchandise while in or upon the Property. 4, Maintenance and Utilities A. Utilities: In consideration of their shared use of the Property, the Licensee agrees and acknowledges that the expenses for water and electric utilities will be paid to the City on a monthly reimbursement basis in the following pro -rations: Water Electric MRWC 35% 40% City 65% 60% TOTAL 100% 100% B. The respective monthly amounts obligated by sub -part (A) of this section shall be paid to the City on the first day of each month along with the monthly Use Fee, which amount shall be based on the average monthly water and electric charge incurred by the City. . The Licensee shall install a sub -meter for the water utility. Once a meter has been installed, the City shall be responsible for 100% of the monthly water fees incurred for the pool only. Licensee shall be responsible for th,e monthly water fees incurred for the Property, as indicated by the sub -meter. C. Janitorial Services: Licensee shall provide litter control and janitorial services including the provision of supplies, minor plumbing tasks such as un-clogging sinks and toilets at least three times per week (e.g. Monday, Wednesday, and Friday) and must provide adequate hand towels given the level of use by patrons to the Property. Any Program Operator, for their part, shall pay a monthly fee of $100 for janitorial services. Each organization shall provide clean-up and janitorial services immediately after their own Special Events and/or provide for such clean-up and janitorial services through the Department of Parks and Recreation, irrespective of the date the event occurs. 5 CD Except for the janitorial services above, the department shall provide all routine maintenance and repairs to the building, including all plumbing, electrical, heating, and air conditioning systems and equipment, all doors, floor coverings, interior walls, ceilings, decoration (e.g., carpeting, painting, wail coverings, drapes and other window treatments, etc,), and all fixtures and equipment therein throughout the Term, unless such maintenance and/or repair becomes necessary due to the misuse, act, neglect, fault or omission of a Licensee, its employees, agents, customers, licensees, or invitees in or about the Property, in which case the respective Licensee shall bear the sole cost and expense of the repair. 1. Monthly Beginning August 1, 2011 through September 1, 2015 2. September 30, 2015 3. October 1, 2015 Payment Schedule $2000.00 $594.17 12% $ 5,941.70 Monthly Use Fee Prior -Year Percentage Fees Percentage Fee Prior -Year Percentage Fees Lump Sum Due prior to renewal as set forth in Section 12 of this Agreement $2,500.00 Monthly Use Fee 13% Percentage Fee 4:a MRWC Stu Ilan R£pR & AREA mverttoa' C.MaaLNY - - a• MRU?C.11 er4'- - 1 car P. MgrOF oISArIE tlM1Y • 4550' . e r brie-SrTokLC-E AINII1-14* I t STaMGE TaiLE25 il(io be ApPeove•D) PAW - 39 742,z. l 1 L_Qt''y� �•AFaSyU rt a yT . SiQ APlsgs F6k lRAG ar1=$esTS IUD 0411 45e.42s • Ic a, 44.1 esavr+ ms u,rt.rvo nett. MIAI'MI= Si.4UC pew o-ac 1.1\14F-411 HiCKENDACKEREAUSEW lY . ' , ea J d U = 4..0 tgs...- C,. il !r--14:1! ....,: ra. a-nv x Ilk 7Eiii!iiiirli -Gar[v ,�%e wey.we � . C,sr,,,q ten L•. •I.� ..,,, ..ate. +�:� �� �`.�.rIr l N n 1 �..� e:._... ''yy; eru�".y ,..:. ems... 1 J:.i:4 :.L.11 S A��^LS�'.iJ'1:11..„..t'a�r'.M. YYn= +[ism: .kY:[4n fa4 w• tf•... r[ W Cal P�.'a�r:ati 3%/. a4 S:1Y`A -as.naa[ cCLa some_ - w .ro- 4,0 u.4r ker. . ips,;•e-rr..[ atr.;t re:µ^..: x�l.+r:. • _L 1 \`j 0 MIAMI ROWING & WATERSPORTS CENTER, INC. CORPORATE RESOLUTION August 9, 2011 WHEREAS the Miami Rowing & Watersports, Inc., Board of Directors met on Tuesday, August 9, 201 1, at 7:00 PM. A quorum of directors was present. WHEREAS a motion was made by Director Robert Behar to authorize the President of the Miami Rowing & Watersports Center, Inc., Eddie Mantalvo, to execute the Revocable License Agreement between the Miami Rowing & Watersports Center, Inc., and the City of Miami. This motion was seconded by Director Marina McGuire -McCabe. All directors present voted in favor of the motion. THEREFORE, the Miami Rowing & Watersports Center designates Eddie MonteIvo, President of the Miami Rowing & Watersports Center, Inc., as our authorized representative to execute the Revocable License Agreement on behalf of the Board of Directors. Witnessed and Recorded, William R. O'Donnell, P.E. SECB Secretary, Miami Rowing &Watersports Center, Inc. Mailing Address: 3832 Shipping Avenue, Miami, FL 33146 305-444-8520 Physical Address: 3601 Rickenbacker Causeway, Virginia Key, FL ('IrPV OF" MI 1MI ADDENDUM NO. 2 May 19, 2017 REQUEST FOR QUALIFICATIONS NO.: 16-17-003 Urban Planning, Landscape Architecture, and Engineering Services for a Flex Park at Virginia Key TO: ALL PROSPECTIVE PROPOSERS: The following changes, additions, clarifications, and/or deletions amend the above -captioned Request for Qualifications and shall become an integral part of the Proposals submitted and the Professional Services Agreement to be executed for Urban Planning, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key - Request for Qualifications ("RFQ") No.: 16-17-003 (the "Services"). Please note the contents herein, and affix same to the documents you have on hand. All attachments (if any) are available on the Office of Capital Improvements' (OCI) website, and are part of this Addendum. A. Attached please find the attendance sheet for the Pre -Proposal Conference and Site Visit, for the subject Solicitation. B. The RFQ is hereby amended to delete all references made to Maria Carballeira as the City of Miami's Contact, and replaced with the following: Sade Chaney, Senior Procurement Contracting Officer, Department of Procurement, Phone: 305-416-1903, Email: schaneynmiamigov,ccm. C. The following are some of the inquiries received and the corresponding responses: Q1. a) Are there scope elements or tasks not disclosed in the published RFQ that will require a structure for human habitation or use that requires an Architect to sign and seal the plans; and, b) will those be amended to the Scope of work via an addendum? Al. a) No. The City does not expect any permanent buildings in the design for this Project. Although the Project's emphasis is landscape design, the City anticipates that some aspects of the Project may require an architect to provide design considerations for special event structure components. b) Addendum No. 3 will be issued early next week revising Section 3.5, Minimum Qualifications. Q2. a) Will the City accept submittals from a team led by a Landscape Architect, and, if 'Yes', b) will the City issue an addendum expanding the Minimum Qualification Requirements in Sections 3.5 (1) and 3.5 (3) include "Landscape Architecture" and "Landscape Architect", respectively, as defined in Chapter 481 of the Florida Statutes? A2. a) Yes. b) See response in A1(b) above. Urban Planning, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key Addendum 2 RFQ No.: 16-17-003 THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE PROFESSIONAL SERVICES AGREEMENT AND SHALL BE MADE A PART THEREOF. z&OL-Annie Perez, CPPO, Director Department of Procurement Urban Planning, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key Addendum 2 RFC) No.: 16-17-003 ATTENDANCE SHEET 16-17-003 lUrban Planning, Landscape Architecture and Engineering Services for a Fiex RFQ NUMBER: Park at Virginia Key) LOCATION: City of Miami Rowing Center - 3601 Rickenbacker Cswy., 2nd Floor Conf. Hall PURPOSE: Pre -Proposal Conference & Site Visit DATE: May 16, 2017 @ 10 am Completing this attendance sheet is optional. • NAME COMPANY AbbREs5 PHONE E-MAIL Jrivrea, (e)ez4401Aarteira City of Miami -Procurement 444 S. W. 2nd Ave, 6th Floor, Mia, FL 33130 305-416-1902 Weed, Ce/aney City of Miami -Procurement 444 S. W, 2nd Ave, 6th Floor, Mia, FL 33130 305-416-1903 SM:lrlt,3\ie11",11ritIOV COn' gati,E. g07,c----- 444Wnpiwe, tfl FIolia, CTZged9novit, City of Miami - Planning and Zoning 444 S. W. 2nd Ave, 3rd Floor, Mia, FL 33130 305-416-1474 ::!•:;`,'11'11F:1- I;Cr;T. 4 (1;'7Z-KoWi7 /4 7,0,fz..74t1b rl " Cifteprilvi 11,25 10 q Ve 11011 Al ) 7 1C01‘6 1 2-4Z,-L13-7, --itt cci ALie.,,,e +?--,(1-1 4 l.1""L C,-4,..4 °..2,1/..f1V.4.3 ir-v7L,r-'"A;te'j 2:34.7 1 ; t'd -rill, c"-f: rlId,,,ii rt\- .r.-Ii-r -N 1 r t•--S3- CI- 4 C vC2 4D-t• A MCKli CA C-4-4(...0,--e -i,, Z900 OAK- itile- t—itttft, 33t;? A-12-Q Li TECT-0-4ic_A (-1-tvrte,' ~iili ,r-fm el4 - \no ir IA ,5,5 a i ivioAcrit. alttle 'Ff.121-,?„41,0(--, e7 ) 20 'zi- ,Katk-:to, -../iTli.ig-N . jA€_ e CN\CtCirte ik4";AtC1S. %.-te IX' 4gkr.-1-109 eack.ok4i) X 27- r:-'4:2-111' Page lof ATTENDANCE SHEET 16-17-0O3 (Urban Planning, Landscape Architecture and Engineering Services for a Flex RFQ NUMBER: Park at Virginia Key) LOCATION: City of Miami Rowing Center - 3601 Rickenbacker Cswy., 2nd Floor Conf. Hall PURPOSE: Pre -Proposal Conference & Site Visit DATE: May 16, 2017 @ 10 am Completing this attendance sheet is optional. NAME COMPANY AbDRESS PHONE E-MAIL ✓ vIrie0ZA �i%A-6-f 01_[nC ISO IricCpP,rdca-,ce-Moat. y� NJ, 2i� 440 00.50 Sy S//� .GO/ ak-uvice- ki..-c, ofs."SWd1 C.ra. iy ili G t— �,iti r\r-r\w,P,(i1Mcm,L, � t IQ() t_ tSI0o hQri �'l- ` P,c k i^64-4 n'r--- ci.. Lai-, #'L- 1 _5 - 6,- (2. - 410 i 4- G VI ci. -- � LPL l -r. e \°,0, G Herre rCk Cif CIF M,atrnm - G," s4.. CC... 3Go1 a-laer.bcacke( cs 1-'?G u13.S cic 6c- ahercE rc, ,cam„M,; Paoe2- of •gym L.n lvi L . O ATTENDANCE SHEET 16-17-003 (Urban Planning, Landscape Architecture and Engineering Services for a Flex RFQ NUMBER: Park at Virginia Key) LOCATION: City of Miami Rowing Center - 3601 Rickenbacker Cswy., 2nd Floor Conf. Hall PURPOSE: Pre -Proposal Conference & Site Visit DATE: May 16, 2017 @ 10 am Completing this attendance sheet is optional. NAME COMPANY ADDRESS PHONE E-MAIL p ` 2 ' G NAIITEeq5 -41 1 7 cr um 12 * _ k $ko E !Come t1- . rip -ei Vi. -C- (. , 2 - °tAk% S C rxr hntU,... 30S-iri -5 ..€\eayk-e_ t,C(\we") @ t* -1c(i Y1lEr—p t ApN&&i'" CTpl,x( A 2-10)ri-± `£`h71100f j33 c'' 72) S' C-Err»t Pagel of 1VTV OF :MIIA1Ir ADDENDUM NO. 1 May 11, 2017 REQUEST FOR QUALIFICATIONS NO.: 16-17-003 Urban Planning, Landscape Architecture, and Engineering Services for a Flex Park at Virginia Key TO: ALL PROSPECTIVE PROPOSERS: The following changes, additions, clarifications, and/or deletions amend the above -captioned Request for Qualifications and shall become an integral part of the Proposals submitted and the Professional Services Agreement to be executed for Urban Planning, Landscape Architecture, and Engineering Services for a Flex Park at Virginia Key - Request for Qualifications ("RFQ") No.: 16-17-003 (the "Services"). Please note the contents herein, and affix same to the documents you have on hand. A. The Public Notice, page 2, 3rd paragraph, as well as, Section 1.2, titled Voluntary Pre -Proposal Conference, page 3, of the RFQ, are hereby amended to clarify the Pre -Proposal Conference and Site Visit, as follows: "The Voluntary Pre -Proposal Conference will be held on Tuesday, May 16, 2017, at the City of Miami Rowing Center, 3601 Rickenbacker Causeway, Znd Floor Meeting Hall, Miami, FL 33149. The Pre -Proposal Conference will start promptly at 10am (local time). There is a free -of - charge parking lot at the Miami Rowing Center, available to attendees." "Immediately following the Pre -Proposal Conference meeting, a voluntary Site Visit of the flexible park space, adjacent to the Miami Marine Stadium, on Virginia Key, will be conducted, at the following address: Flexible Park Space 3501 Rickenbacker Causeway Miami, FL 33149 Attendees are responsible for getting to and from the Flexible Park Space Site Visit, which is approximately one (1) block within walking distance from the Pre -Proposal Conference at the Miami Rowing Center, as the City will not be providing transportation. Urban Planning, Landscape Architecture, and Engineering Services for a Flex Park at Virginia Key Addendum 1 RFQ No.: 16-17-003 B. The following are the inquires received, and the corresponding responses: Q1. Is this RFQ completely separate from the RFP for Virginia Key Marina? Al. Yes, this RFQ No. 16-17-003 is separate from RFP No. 16-17-011. RFQ No. 16-17-003 for Urban Planning, Landscape Architecture, and Engineering Services for a Flex Park at Virginia Key was issued in accordance with Section 287.055 of the Florida Statues, Consultants' Competitive Negotiations Act (CCNA) for professional consultant design and engineering services, and Chapter 18, Article III, Procurement Ordinance. RFP No. 16-17-011 for the Development and Lease for a Marina, Restaurant and Ships Store Uses at Virginia Key was issued in accordance with Chapter 18, Article V, Sale or Lease of City's Real Property. Q2. Is R.J. Heisenbottle precluded .from submitting a response to this RFQ since we are contracted with the City for the Marine Stadium Restoration project? A2. No. All professional consulting firms interested in performing a full range of urban design, landscape architecture and engineering design services, and which wholly meet the Minimum Qualification Requirements itemized in Section 3.5 of the RFQ, are encouraged to submit their qualifications Proposal. Q3. a) Will there be a call -in or webinar option so our firm may participate in the Pre -Proposal Conference, remotely? b) Additionally, will we be able to access/download presentation materials, attendance lists, and Q&A transcripts following the meeting? A3a. No. There are no available webinar and telephone conferencing capabilities, at this time. However, such meeting deliberations will be audio recorded and available through a public records request, addressed to the City's Contact, Maria Carballeira. A3b. Yes. Materials distributed at meeting, if any, as well as the sign -in sheets will be posted on the City of Miami's Office of Capital Improvements' (OCI) webpage: http://www.miamigov.corn/CITP/ProcurementOmhtml Addendum No. 2, addressing questions posed at the Pre -Proposal Conference, will also be posted on aforementioned site. C. Amend Section 4, titled "instruction for Submitting a Proposat', Section 4.1 A.A. of the RFQ, as follows: 1. Item No. 4, Proposer's Qualifications (page 18), 4th bullet point, shall be corrected to delete the stricken languagefforms: • Submit the RFOp ncr'S Standard Form (SF) 25 i4 Icd, +aen knnnhm+ 10 RFQ) and Provide any other documentation which demonstrates their ability to' satisfy all of the minimum qualifications requirements. Submittals which do not contain such documentation may be deemed non -responsive. Addendum 1 RFQ No.: 16-17-003 Urban Planning, Landscape Architecture, and Engineering Services for a Flex Park at Virginia Key 2. Item No. 6, Proposer's Team Qualifications and Experience (page 19), 1st bullet point, shall be deleted in its entirety. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE PROFESSIONAL SERVICES AGREEMENT AND SHALL BE MADE A PART THEREOF. Annie Perez, CPPO, Director Department of Procurement 3 Addendum 1 RFQ No.: 16-17-003 Urban Planning, Landscape Architecture, and Engineering Services for a Flex Park at Virginia Key .s;C\ OF. * iN 6E€9F-9HATE® 19:99 0 R A ITV ()Ii' III 11 II REQUEST FOR QUALIFICATIONS URBAN DESIGN, LANDSCAPE ARCHITECTURE AND ENGINEERING SERVICES FOR A FLEX PARK AT VIRGINIA KEY RFQ NUMBER 16-17-003 ISSUE DATE APRIL 26, 2017 VOLUNTARY PRE -PROPOSAL CONFERENCE MAY 16, 2017 © 10:00 AM (VOLUNTARY) ADDITIONAL INFORMATION & CLARIFICATION DEADLINE May 23, 2017 @ 5:00 p.m. PROPOSAL SUBMISSION DUE DATE AND TIME JUNE 14, 2017 @ 3:00 p.m. (local time) CITY CONTACT Maria Carballeira, CPPB Procurement Administrator Department of Procurement City of Miami 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130 Phone: (305) 416-1902 Email: mcarb(a7miamigov.com TABLE OF CONTENTS Public Notice Pg. 2 SECTION 1 Introduction to Request for Qualifications (RFQ) Pg. 3 SECTION 2 RFQ Scope of Services . Pg. 8 SECTION 3 RFQ General Conditions Pg. 11 SECTION 4 Instructions for Submitting a Proposal.. Pg. 17 SECTION 5 Evaluation and Selection Process Pg. 27 SECTION 6 RFQ PROPOSAL Forms ...... Pg. 29 ' 0 R eay ttle 14114,114 PUBLIC NOTICE Request for Qualifications (RFQ) No.: 16-17-003 Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key Completed Proposals must be delivered to the Office of the City Clerk, City Hall, 3500 Pan American Drive, 1st Floor, Miami, Florida 33133 by 3:00 PM, on June 14, 2017 (Proposal Submission Due Date). Any Proposals received after the above date and tame, or delivered to a different address, department, or location will not be considered. RFQ documents may be obtained on or after April 28, 2017, from the City of Miami, Office of Capital Improvements' (OCI) webpage at: http://www.miamigov.com/CITP/ProcurementOpp.html It is recommended that prospective Proposers periodically check the OCI webpage for updates and the issuance of addenda. It is the sole responsibility of all Proposers to ensure receipt of any addenda. The Department of Procurement has scheduled a Voluntary Pre -proposal Conference and site visit for this solicitation to be held on May 16, 2017 at 10:00 a.m. (Local Time) at 3501 Rickenbacker Causeway, Miami, FL, at the flexible space, adjacent to the Miami Marine Stadium, on Virginia Key. Any Proposer who cannot attend the Pre -proposal conference, will not be precluded from submitting a Proposal. The City of Miami reserves the right to accept any Proposals deemed to be in the best interest of the City, to waive any minor irregularities, scrivener's errors, omissions, and technicalities in any Proposal, or to reject any or all Proposals and to re -advertise for new Proposals, in accordance with the applicable sections of the City Charter and Code, and this RFQ. The responsibility for submitting a Proposal before the stated time and date is solely and strictly that of the Proposer. The City is not responsible for any delay, late or mis-delivered Proposals, no matter the cause. THIS SOLICITATION IS SUBJECT TO THE "CONE OF SILENCE" IN ACCORDANCE WITH SECTION 18-74 OF THE CITY OF MIAMI CODE. Daniel J. Alfonso, City Manager DP No. 11590 Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 Vci O • YA[i31]IRA1H * .rra II SECTION 1 INTRODUCTION TO REQUEST FOR QUALIFICATIONS 1.1 Invitation Thank you for your interest in this RFQ. The City of Miami (the "City") Department of Procurement (Procurement), through the Planning and Zoning (Department/PZ) is seeking to procure a full range of professional urban design, landscape architecture and engineering services, as described in Section 2.0, Scope of Services. This RFQ is issued pursuant to Section 287.055, Florida Statutes, Consultant's Competitive Negotiation Act (CCNA). All references to Florida Statutes, City of Miami and Miami -Dade County Codes and other laws/regulations, will be interpreted to include "as amended from time to time." Copies of the solicitation documents are available on the Office of Capital Improvements' (OCI) webpage by visiting: http://www rniarnigov.com/CiTP/ProcurementOpp.html. For the purposes of this RFQ, the words: a) "Proposal" shall mean the completed written and properly signed submission in response to this RFQ by the Proposer. b) "Proposer" shall mean the legal entity submitting a Proposal in response to this RFQ. 1.2 Voluntary Pre -Proposal Conference A voluntary Pre -proposal Conference and site visit will be held on May 16, 2017 at 10:00 a.m. (Local Time), at 3501 Rickenbacker Causeway, Miami, FL at the flexible space, adjacent to the Miami Marine Stadium, on Virginia Key. Prospective Proposers are strongly encouraged to attend this meeting to obtain information relative to the RFQ. 1.3 Submission of Proposals Sealed written Proposals must be received by the City of Miami Office of the City Clerk, no later than the date, time and at the physical location indicated in Section 4.2, Proposal Submission, in order to be considered. Faxed documents are not acceptable. One (1) original, along with seven (7) copies (total of 8), plus one (1) copy in digital format (on CD-ROM in .pdf format), of Proposer's Proposal, must be timely received by the City, or the Proposal may be disqualified. 1.4 Cone of Silence Pursuant to Section 18-74 of the City of Miami Code (Ordinance No. 12271), a "Cone of Silence" is imposed upon this RFQ. Oral communications are not prohibited as long as the Cone of Silence remains in effect. Written communications must be in the form of a fax, mail or e-mail, addressed to Maria Carballeira, CPPB, Procurement Administrator, City of Miami, Department of Procurement, 444 SW 2nd Avenue, 6th Floor, Miami, FL 33130, fax 305-400-5230, e-mail mcarbmiamigov.com, with a copy to the Office of the City Clerk, Attn: Rosa Castillo, at rastillo@miamigov.corn. Please review Section 18-74 of the City of Miami Code for complete details on the Cone of Silence. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 3 1; _ .,. 14 ;ACM 161I 1101 Proposers are hereby cautioned not to contact any member of the Evaluation\Selection Committee or any City staff, except as provided for in the RFQ, regarding this Solicitation, until such time as the Cone of Silence is lifted. Failure to abide by this condition of the RFQ shall be cause for rejection of Proposer's Proposal, and may result in potential debarment, pursuant to the applicable provisions of the City of Miami Code and applicable regulations. 1.5 Additional information or Clarification Requests for additional information or clarifications must be made in writing, addressed to the City's Contact, Maria Carballeira, CPPB, Procurement Administrator. Proposer may e-mail or fax their requests for additional information or clarifications in accordance with Section 1.4, Cone of Silence. Facsimile submissions must have a cover sheet that includes the Proposer's name, the RFQ number and title, and the number of pages transmitted. Any request for additional information or clarification must be received in writing no later than 5:00 P.M., on May 23, 2017. Late or misdelivered request for additional information or clarification may not receive a response in the subsequent addendum. Procurement will issue responses to inquiries received and any other corrections it deems necessary, in the form of a written addenda, prior to the Proposal Submission Due Date. Proposers shall not rely on any representations, statements or explanations other than those made in this RFQ and in any written addenda to this RFQ. Where there appears to be conflict between the RFQ and any addenda issued, the last addenda issued shall prevail. Addenda will only be made available on the OCI webpaqe, and it is the Proposer's sole responsibility to assure its review and receipt of all addenda. Prior to submitting the, Proposal, the Proposer should check the OCI webpage, for all addenda: http:/!www.miamigov.com!CITP/ProcurementOpp.htmi. 1.6 Award of an Agreement A Professional Services Agreement (PSA or Agreement) may be awarded to the Successful Proposer for services by the City Commission, following a written recommendation from the City Manager, based upon the qualification requirements reflected herein. The Agreement is provided as Exhibit 1, and it is hereby incorporated into, and made a part of this RFQ. The City reserves the right to execute or not execute, as applicable, an Agreement with the Successful Proposer, when it is determined to be in the City's best interest. The City does not represent that any award will be made. The award and execution of the Agreement shall comply with Section 287.055, Florida Statute, as amended, and codified in Section 18-87 of the City of Miami Code. 1.7 Agreement Execution By submitting a Proposal, the Proposer agrees to be bound to and execute the Agreement furnished by the City for Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key. Without diminishing the foregoing, the Proposer may request clarification and submit comments concerning the Agreement for City's consideration. Only clarification requests and comments, and proposed revisions included within the Proposer's Proposal will be considered by the City. Any comments identified after the Proposal has been received will not be considered by the City. Furthermore, any requests to negotiate provisions of the Agreement not identified in the Proposal, after the Proposal has been received, may be Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 4 ar grounds for dismissal. None of the foregoing shall preclude the City from seeking to negotiate changes to the Agreement during the negotiation process. The City shaft require the Successful Proposer to provide, for itself, as well as the Subconsultant(s)/Subcontractor(s), the following documentation to support the Fee Proposal, as applicable, as a condition precedent to execution of an Agreement. • Current financial statement(s), preferably audited financial statements for the most recently completed fiscal year clearly showing the costs (not percentage) of direct labor, indirect labor, fringe benefits, general administrative costs and overhead and a statement of profit or operating margin requested. • Raw labor rates by labor or professional classification certified as accurate by an officer of the company. • Breakdown of the fee by task/labor classification and raw or billable hourly rate/number of hours. • Updated information reflecting material data resulting from negotiation of the Agreement. • Copy of current Notice of Qualification letter from the Florida Department of Transportation. 1.8 Unauthorized Work The Successful Proposer shall not begin Work until the City issues a Notice to Proceed (NTP). Such NTP shall constitute the City's authorization to begin Work. Any unauthorized Work performed by the Successful Proposer prior to the NTP, or during the term of the Agreement, shall be deemed non-compensable by the City, and Successful Proposer shall not have any recourse against the City for performing unauthorized or premature Work. 1.9 Submittal Instructions Careful attention must be given to all requested items contained in this RFQ. Proposers are invited to submit Proposals in accordance with the requirements of this RFQ. PLEASE READ THE ENTIRE SOLICITATION BEFORE SUBMITTING A PROPOSAL. Proposers shall make the necessary entries in ail blanks and forms provided for the Proposal. Proposals shall be submitted in sealed envelopes or packages, with the RFQ number, title, and Proposals Submission Due Date clearly noted on the outside of the envelopes or packages. 1.10 Changes/Modifications/Alterations Proposer may submit a modified Proposal to replace all or any portion of a previous submitted Proposal, or withdraw a Proposal at any time prior to Proposal Submission Due Date. All modifications or withdrawals shall be made in writing, to the point of contact specified in Section 1.4, Cone of Silence. Oral/Verbal modifications are not allowed and will be disregarded. Written modifications will not be accepted after the Proposal Submission Due Date. The City will only consider the latest version of the Proposal. 1.11 Subconsultants/Subcontractors For the purpose of this RFQ, a "Subconsultant" and "Subcontractor" are used interchangeably. A Subconsultant or Subcontractor is any individual, firm, entity, or organization, other than the Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 5 employees of the Proposer, who has or will have, a contract with the Successful Proposer to assist in the performance of services required under this RFQ. A Subconsultant shall be paid by the Successful Proposer and not directly by the City. The Proposer must clearly identify in its Proposal the Subconsultants to be utilized in the performance of required services. The City retains the right to accept or reject any Subconsultant proposed in the Proposer's Proposal, or proposed prior to Agreement execution. Any and all liabilities regarding the use of a Subconsultant shall be borne solely by the Successful Proposer, and insurance for each Subconsultant must be maintained in good standing and approved by the City throughout the duration of the Agreement. Neither the Successful Proposer nor any of its Subconsultants are considered to be employees, partners, affiliates or agents of the City. Failure to list all Subconsultants and provide the required information, may disqualify any proposed Subconsultants from performing Work under this RFQ. Proposers shall include in their Proposal the requested Subconsultant information and all relevant information required of the Proposer. Proposer must identify each of its Community Business Enterprise (CBE) Subconsultants via Letter of Agreement (LOA) at the time of Proposal submittal. Additional information concerning the CBE requirements can be found in Section 3.6, Community Business Enterprise (CBE) Participation Requirements - Mandatory. After Proposal submittal, Proposers are expressly prohibited from substituting any Subconsultants contained in the Proposal. Proposers shall not change any Subconsultants without just cause and prior written approval by the City Manager or the Manager's designee, as applicable. If approved, the City reserves the right to request additional required documentation, as specified in the RFQ. If the City does not accept the proposed change(s), the Proposal will be rejected and not considered for award. 1.12 Discrepancies, Errors, and Omissions Any discrepancies, errors, or ambiguities in the RFQ or addenda (if any) should be reported in writing, in the manner prescribed in the Section 1.4, Cone of Silence. If applicable, the City will issue a written addendum to the RFQ clarifying such conflicts or ambiguities. It is agreed that any such alleged discrepancies, errors or omissions will not be construed against the drafting party. 1.13 Disqualification This RFQ requires the use and submission of specific City Forms. In addition, the RFQ requires the submission of additional documents and information. Failure to utilize the City Forms and submit the required documents will result in the rejection of the Proposal as non -responsive and it will not be considered for award. Modifications of, retyping, or alternations to the City Forms may also result in the Proposal being deemed non -responsive. The City reserves the right to disqualify Proposers upon evidence of collusion with intent to defraud or other illegal practices on the part of the Proposer. The City also reserves the right to waive any immaterial defect or informality in any Proposal; to reject any or all Proposals in whole or in part, or to reissue the RFQ. Any Proposer who submits in its Proposal any information that is determined by the City, in its sole opinion, to be substantially inaccurate, misleading, exaggerated, or incorrect, shall be disqualified from consideration for award of the Agreement. Any Proposal submitted by a Proposer who is in arrears, (e.g., money owed or otherwise in debt by failing to deliver goods or services to the City (including any agency or department of the City), Urban Design, Landscape Architecture and Engineering Services fora Rex Park at Virginia Key RFQ 16-17-003 6 or where the City has an open or liquidated claim against a Proposer for monies owed the City at the time of Proposal Submission Due Date, or if the Proposer has been declared in default, or abandoned a prior City contract or agreement, or has been debarred by a federal, State of Florida, or local public entity within the past five (5) years), will be rejected as non -responsive and shall not be considered for evaluation. Additionally, prior to award recommendation, the above requirements must be met by the Successful Proposer, and is a condition that must be maintained during the term of the Agreement. 1.14 Proposer's Expenditures Proposer understands and agrees that any expenditures resulting from the preparation and submittal of Proposals, or in the performance of any services requested by the City in connection with the Proposals to this RFQ, are exclusively at the expense of the Proposer. The City will not pay or reimburse any expenditure or any other expense incurred by any Proposer in preparation of a Proposal, and in anticipation of an award of contract, and to maintain the approved status of the Successful Proposer if an Agreement is awarded, and administrative or judicial proceedings resulting from the solicitation process. By submission of a Proposal, the Proposer agrees to these terms. 1.15 Inspection of Site Proposers should carefully examine the site location before submission of a Proposal and make all necessary investigations to inform themselves thoroughly as to all difficulties involved in the completion of all services required pursuant to the mandates and requirements of this RFQ and the Agreement. No plea of ignorance of conditions or difficulties that may hereafter exist, or of conditions or difficulties that may be encountered in the execution of the services pursuant to the Proposal as a result of failure to make the necessary examinations and investigations, will be accepted as an excuse for a failure or omission on the part of the Successful Proposer to fulfill, in every detail, all of the requirements, as defined in the Agreement, nor will they be accepted as a basis for any claims whatsoever for extra compensation or for an extension of time. 1.16 Execution of Proposal The Proposal must be manually and duly signed by an authorized corporate officer, principal, or partner (as applicable) with an original signature in full. When a firm is the Proposer, the Proposal shall be signed in the name of the firm by one or more of the general or managing partners authorized to bind the firm. When a corporation is the Proposer, the officer signing shall set out the corporate name in full beneath which he shall sign his name, give title of his office and affix the corporate seal. Anyone signing the Proposal as an agent must file with it, legal evidence of signature authority. Proposers who are nonresident corporations shall furnish to the City a duly certified copy of their permit to transact business in the State of Florida with the Proposal. Failure to promptly submit the evidence or qualification to transact business in the State of Florida, may be basis for rejection of the Proposal. Proposer understands that submitting a Proposal to this RFQ does not constitute an Agreement or contract with the City. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 7 >a 'frxte, :. * INC116 eaelra is_n SECTION 2 RFQ SCOPE OF SERVICES 2.1 Project Purpose The City is seeking to procure a qualified and experienced professional consulting firm to perform a full range of urban design, landscape architecture and engineering services to create a conceptual plan and schematic design for a world -class waterfront park, herein after referred to as the "Flex Park", with a historic regional significance at Virginia Key. The overall Project goal is to implement the meaningful vision of, and adhere to, the Virginia Key Master Plan, adopted on July 22, 2010, and provided herein as Exhibit 2. Through a creative and imaginative design of the flexible public open space, the Proposer shall consider passive recreation, family and public gatherings, green and introspective space for emotional and physical well-being, as well as providing full access to Miami's pristine waterfront, while supporting opportunities for special event use. The Successful Proposer must understand the interconnectedness of natural resources, parks and open spaces, and focus on sustainable features. A traffic analysis and parking assessment must also be conducted to evaluate existing traffic conditions, and impacts of future park space and special event uses. The City's mission and goal is to completely re -energize the Virginia Key area through guided decisions which consider public access and use, historic preservation, parkland use, design integrity, conservation and financial viability. A Flex Park and the surrounding areas present a rare and exciting opportunity for the City to support the revival of a landmark and establish a new cultural center. Leading with the restoration of the Miami Marine Stadium, the City has entered into a contract with R.J. Heisenbottle Architects for architecture and engineering services in the restoration of the bay front historic structure. The City has also issued a request for proposals to revitalize adjacent venues by creating a vibrant recreational marina and restaurant destination, with an ancillary ship's store facility. Moreover, the City will soon also embark on the competitive process for the selection of a qualified operator to oversee the management of the restored Miami Marine Stadium, and possibly its surrounding areas of City -owned land. Intrinsic to the selection of an operator is the intent to generate independent, guaranteed revenues necessary to sustain the capital costs associated with the production, operation, management and maintenance common with the type and level of a first class public venue/facility such as the Miami Marine Stadium. There is a strong commitment by the City, various community coalitions and residents alike, to successfully advance the future conservancy of all that is the Virginia Key Island. 2.2 Project Description The Flex Park is located at 3501 Rickenbacker Causeway, Virginia Key, in Miami, Florida, and was originally contemplated as an area for flexible public recreation and special events; a key element of the Flex Park component for the Virginia Key Master Plan. The open space immediately abuts the historic Miami Marine Stadium located to the west, and the Rowing Center to the east. The open space is a 15-acre site along the Marine Basin waterfront, consisting of permeable and impermeable parking surfaces, a historical Marine Stadium gateway feature, and underground utility and drainage segments. The site currently hosts several participant -based events consisting of rowing, paddle boarding, half marathon, triathlon, and dragon boat race competitions; and recently, a major special event, the Miami international Boat Show. Other short Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 8 'le * f6666/ 19PE 0 g term space programming has also been contemplated for active uses, gathering areas, natural elements and climate enhancements. 2.3 Scope of Services The Successful Proposer shall provide a full range of urban design, landscape architecture and engineering services to create a conceptual plan and schematic design for a world -class waterfront destination with a regional importance for a flexible public open space. Tasks, responsibility and contents include, but are not limited to: kick-off investigations, studies, professional surveying, location of underground utilities and structures, grading and drainage, review of pertinent plans and context analysis, special event strategy/economic analysis, traffic analysis/parking planning, project management and research, public outreach/community engagement and presentations, consensus building and facilitation, design options, framework planning, demonstration project, civil/site planning, landscape design/space planning, schematic design, and perspective illustrations. The City anticipates contracting with one (1) qualified firm under one (1) non-exclusive Agreement for this Project. A. Proposed Team The Successful Proposer's work shall be directed by Key Staff, as described in the RFQ and PSA, and shall consist of the following disciplines: • Lead Architect • Urban Designer • Environmental Specialist • Traffic, Civil, Structural, Mechanical, Electrical and Plumbing (MEP) Engineers • Landscape Architect B. Project Manager The Successful Proposer shall designate a lead individual, referred to as the "Project Manager" to manage the Project. The Project Manager shall meet the minimum qualification requirements specified in Section 3.5 (3), Minimum Qualification Requirements. 2.4 Project Scope of Work The Flex Park design shall create a world -class waterfront open space that complements the property's environmental and historical setting, and geographical location to stimulate widespread interest in the waterfront property. The design shall improve connectivity between Marine Stadium and other segments of the Park, including the development of a pedestrian baywalklwalkway that will facilitate access to the entire water's edge of the basin, from the Marina to the western tip of the Bill Sadowski Critical Wildlife Preserve. Transportation and parking needs within Virginia Key and the region beyond must be analyzed for future demands on the area. The Flex Park shall promote varied public use of the site from passive to active, in addition to island integration that will enhance the overall public benefit derived from the property in terms of use. The design shall be iconic in nature and create flexible and fluid use of space that anticipates and sustains recurring programming, supporting a full calendar of special events of various sizes, festivals and farmers Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 9 rr i 0161l1CIIIlf1 f R market; and interaction with the future restored Miami Marine Stadium. Considerations should be made for the Park's proximity to sensitive environmental elements of Virginia Key. The design shall also address an array of recreational waterfront uses in order to attract increasing and varied segments of the local, regional and visitor population. To the extent feasible and appropriate, as may be deemed necessary by the City, at the City's sole discretion, the Successful Proposer shall work closely and in a coordinated manner with R.J. Heisenbottie Architects. Understanding that the Flex Park plan design and its public realm, will play a fundamental role in enhancing and supporting the identity of the restored Miami Marine Stadium landmark, is vital. Successful Proposer must be prepared to extensively participate in the community consultation process and workshop presentations to stakeholders, in conjunction with, and in support of, R.J. Heisenbottle Architects' restoration team. Note: The City, acting by and through its City Manager, as further detailed in Exhibit 1, Agreement, as may be amended from time to time, prior to issuance of any Notice to Proceed, or at other reasonable intervals decided by the City Manager, may elect at the City's discretion, to proceed with the Work on a phased basis. A detailed Scope of Work will be developed by the Department for each Work Order issued. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 10 SECTION 3 RFQ GENERAL CONDITIONS 3.1 Acceptance/Rejection The City reserves the right to accept any or all Proposals that best meet the criteria in the Solicitation or reject any or all Proposals. The City also reserves the right to reject any Proposer(s) who has previously failed to properly perform under the terms and conditions of a City contract, to deliver on time any contracts with the City, and who does not have the capacity to perform the requirements defined in this RFQ. Further, the City may waive informalities, technicalities, minor irregularities, and request additional information/clarification for the services specified in this RFQ, and may, at its discretion, withdraw and/or re -advertise the RFQ. 3.2 Legal Requirements This RFQ is subject to all applicable Federal, State, County, City and local laws, codes, ordinances, rules and regulations that in any manner affect any and all of the services covered herein. Lack of knowledge by the Proposer shall in no way be cause for relief from responsibility. Proposer shall fully comply with all applicable Federal, State and local laws, rules and regulations, loan and grant requirements. The foregoing will be considered as part of the duties of performance of the Proposer under the Agreement. 3.3 Non -Appropriation of Funds In the event that insufficient funds are appropriated and budgeting or funding is otherwise unavailable in any fiscal period for this Project, the City shall have the unqualified right to terminate the Work Order(s) and Agreement, upon written notice to the Successful Proposer, without any penalty or expense to the City. No guarantee, warranty or representation is made that any particular Work or any project(s) will be assigned to the Successful Proposer. 3.4 Business Tax Receipt Requirement Proposers shall meet the City's Business Tax Receipt (BTR) requirements in accordance with Chapter 31, Article II of the City of Miami Code, as amended, and any required County Business Tax Receipt ("County BTR"). Proposers with a business location outside the City of Miami shall meet all applicable local BTR requirements. A copy of the BTR should be submitted with the Proposal. The City may, at its sole option, allow the Proposer to submit a copy of their BTR after the Proposal Submission Due Date. 3.5 Minimum Qualification Requirements The City is seeking to procure a qualified and experienced urban design, landscape architecture, and engineering services team, as defined in Section 287.055, Florida Statutes, CCNA. The Proposer shall, as of Proposal Submission Due Date: 1. Have been licensed, registered, and practicing as an architecture or engineering firm for a minimum of (5) consecutive years, authorized to conduct business in the State of Florida under its current business name. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 11 2. Possess a minimum of five (5) years of professional experience with comprehensive urban planning, design and engineering services for public Flex Park waterfront projects, as described in Section 2.0, Scope of Services. 3. Have at least one staff or team member who has been licensed and practicing as an architect or engineer under Title XXXII, Regulation of Professions and Occupations, Florida Statutes, Chapter 471, "Engineer" or Chapter 481, "Architect", as applicable to the named profession, for a minimum of five (5) years, who will serve as Project Manager for this Project. Proposers submitting Proposals must provide information on the firm's qualifications and experience; qualifications of the Project team, members and staff; Project Manager's experience; and previously completed projects. See Section 4.0, Instructions for Submitting Proposal: Submission Requirements, for further direction. Proposals that do not completely adhere to all requirements may be considered non -responsive and eliminated from the process. Additional minimum qualifications may be included in Section 4.0, Instructions for Submitting a Proposal. The City may consider a Proposal as non -responsive where a Proposer has less than the stipulated minimum number of years of experience solely where the Proposer has undergone a name change and such change -of -name has been filed with the State of Florida, or where the Proposer was a subsidiary of a larger firm and the Proposer's firm has been merged into the larger firm. Proposer must include documentation substantiating such name change or merger as part of its Proposal, for the City to consider crediting the years of experience from the Proposer under its previous name. 3.6 COMMUNITY BUSINESS ENTERPRISE (CBE) PARTICIPATION REQUIREMENTS - MANDATORY Unless precluded by Florida Statutes, Federal laws or regulations or grant requirements, in accordance with Section 18-87 of the City of Miami Code, the City has established mandatory CBE Participation requirements. OCI has established procedures to assist Proposers in complying with these CBE participation requirements. On the OCI webpage, Tools and Resources Header, CITP Forms Section, there is a link to CBE Forms/Reports. That page contains links to required City CBE Forms, as well as a forms checklist and a "Frequently Asked Questions" (FAQ) page containing important information. In addition, there are also active links to the Miami -Dade County website for a listing of CBE certified firms and certification forms. For detailed instructions and access to required CBE Forms, click on the link below: http://www, miamigov,com/Capital Improvements/pages/ProcurementOpportu nities/ProjectPages /CBEICBE forms.asp For all additional CBE questions, please use the contact information listed on the CBE Forms page. Successful Proposer shall adhere to the following mandatory requirement: Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 l2 • Assign a minimum of fifteen (15%) percent of the comprehensive award value to firms currently certified by Miami -Dade County as a CBE. Unless precluded by Florida Statutes, Federal laws and regulations, or grant requirements, Proposers who meet the mandatory CBE participation requirements and use firms located within the City of Miami's municipal boundaries, will be awarded five (5) bonus preference points. In addition to submitting the required CBE Forms, please refer to Section 5.0(c), Five Bonus Points — CBE Participation, for instructions on how to qualify to receive the five (5) bonus points. To qualify and receive the five (5) bonus points, Proposer's Proposal must include: 1. Copies of both a current City of Miami Business Tax Receipt AND a current Miami -Dade County Business Tax Receipt. 2. Completed and signed Form 6.4 - Certificate of Compliance. 3. Completed and signed Form C-1 - List of Subconsultant. To verify the above requirements, the City has provided Form C-1 - List of Subconsultants, to identify all subconsulting firms (including CBE certified firms) that are part of the Proposer's team. This Form can be found on the OCI webpage, CBE — Forms and Reports Link, along with the Solicitation documents. Failure to include this completed form with Proposer's Proposal may result in Proposal being deemed non -responsive. SECTION 18-73 - CITY OF MIAMI CODE Local office means a business within the City which meets all of the following criteria: (1) Has had a staffed and fixed office or distribution point, operating within a permanent structure with a verifiable street address that is located within the corporate limits of the city, for a minimum of twelve (12) months immediately preceding the date bids or Proposals were received for the purchase or contract at issue; for purposes of this section, "staffed" shall mean verifiable, full-time, on -site employment at the local office for a minimum of forty (40) hours per calendar week, whether as a duly authorized employee, officer, principal or owner of the local business; a post office box shall not be sufficient to constitute a local office within the city; (2) If the business is located in the permanent structure pursuant to a lease, such lease must be in writing, for a term of no less than twelve (12) months, been in effect for no less than the twelve (12) months immediately preceding the date Proposals were received, and be available for review and approval by the Chief Procurement Officer or their designee; for recently -executed leases that have been in effect for any period less than the twelve months immediately preceding the date Proposals were received, a prior fully -executed lease within the corporate limits of the City that documents, in writing, continuous business residence within the corporate limits of the City for a term Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 13 (3) of no less than the twelve (12) months immediately preceding the date Proposals were received shall be acceptable to satisfy the requirements of this section, and shall be available for review and approval by the Chief Procurement Officer or their designee; further requiring that historical, cleared rent checks or other rent payment documentation in writing that documents local office tenancy shall be available for review and approval by the Chief Procurement Officer or their designee; Has had, for a minimum of twelve (12) months immediately preceding the date Proposals were received for the purchase or contract at issue, a current business tax receipt issued by both the city and Miami -Dade County, if applicable; and (4) Has had, for a minimum of twelve (12) months immediately preceding the date Proposals were received for the Agreement at issue, any license or certificate of competency and certificate of use required by either the city or Miami -Dade County that authorizes the performance of said business operations; and (5) Has certified in writing its compliance with the foregoing at the time of submitting its Proposal to be eligible for consideration under this section; provided, however, that the burden of proof to provide all supporting documentation in support of this local office certification is borne by the business applicant submitting a Proposal. 3.7 PUBLIC ENTITY CRIMES In accordance with Section 287.133, Florida Statutes, a person or affiliate who has been placed on the convicted vendor list, following a conviction for a public entity crime, may not a) submit a response on a contract to provide any goods or services to a public entity; b) submit a response on a contract with a public entity for the construction or repair of a public building or public work; c) submit responses on leases of real property to a public entity; d) be awarded or perform work as a contractor, design -builder, supplier, subcontractor, or consultant under a contract with any public entity; and e) transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, as amended, for CATEGORY TVVO for a period of 36 months from the date of being placed on the convicted vendor list. Violation of this section by Proposer shall result in rejection of the Proposal, cancellation of the Agreement (if awarded), and may result in Proposer's debarment. 3.8 RESOLUTION OF PROTESTS Any actual or prospective contractual party who feels aggrieved in connection with the Solicitation or award of a contract may protest in writing to the Chief Procurement Officer, in accordance with the procedures contained in Section 18-104, Resolution of Protested Solicitations and Awards, as amended, of the City Code, Ordinance No. 12271 (the City of Miami Procurement Code) describing the protest procedures. Protests failing to meet the requirements for filing shall NOT be accepted. Failure of a party to timely file shall constitute a forfeiture of such party's right to file a protest, NO EXCEPTIONS TO THIS REQUIREMENT. Urban Design, Landscape Architecture and Engineering Services fora Flex Park at Virginia Key RFQ 16-17-003 14 * 19LEAi IAFii h 15E04 3.9 REVIEW OF RESPONSES FOR RESPONSIVENESS Each Proposal will be reviewed to determine if it is responsive to the submission requirements outlined in the RFQ. A "responsive" Proposal is one which meets the requirements of the RFQ, is submitted in the format outlined in Section 4.1 (B), Proposal Submission Format, is of timely submission, and has appropriate signatures and attachments, as required on each document. 3.10 COLLUSION The Proposer, by submitting a Proposal, certifies that its Proposal is made without previous understanding, agreement or connection either with any person, firm, or corporation submitting a Proposal for the same services, or with any City department. The Proposer certifies that its Proposal is fair, without control, collusion, fraud, or other illegal action. The Proposer further certifies that it is in compliance with the conflict of interest and code of ethics laws. The City will investigate all situations where collusion may have occurred, and the City reserves the right to reject any and all Proposals where collusion may have occurred. 3.11 CLARIFICATIONS The City reserves the right to request clarifications of information submitted and to request any necessary supporting documentation or information of one or more Proposers, after the Proposal Submission Due Date. 3.12 KEY STAFF Subsequent to submission of a Proposal and prior to award of an Agreement, Key Staff shall not be changed. Proposers shall not change any member of their Key Staff without just cause and must obtain prior written approval by the City. The City reserves the right to request additional documentation, as required by the RFQ. If the City does not accept the proposed change(s), the Proposal will be rejected and not considered for award. 3.13 AUDIT RIGHTS AND RECORDS RETENTION The Successful Proposer agrees to provide access, at all reasonable times, to the City, or to any of its duly authorized representatives, to any books, documents, papers, invoices, receipts, reimbursement information and records of Proposer which are directly pertinent to this RFQ, the Agreement, the loan reimbursement and grant reimbursement, for the purpose of audit, examination, excerpts, and transcriptions. The Successful Proposer shall maintain and retain any and all of the books, documents, papers and records pertinent to the Agreement for five (5) years after the City makes final payment and all other pending matters are closed. Proposer's failure to or refusal to comply with this condition shall result in the immediate termination of the Contract (if awarded) by the City. 3.14 PUBLIC RECORDS Successful Proposer shall additionally comply with the provisions of Section 119.0701, Florida Statutes, entitled "Contracts; public records". IF THE SUCCESSFUL PROPOSER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE SUCCESSFUL PROPOSER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 15 PUBLIC RECORDS AT (305) 416 - 1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. 3.15 CONFLICT OF INTEREST Proposers, by responding to this RFQ, certify that, to the best of their knowledge or belief, no elected/appointed official or employee of the City is financially interested, directly or indirectly, in the purchase of goods/services specified in this RFQ. Any such interests on the part of the Proposer or its employees, shall be disclosed in writing to the City. Further, Proposers shall disclose the name of any City employee who owns, directly or indirectly, an interest of five percent (5%) or more of the total assets of capital stock of the Proposer firm. 3.16 DEBARRED/SUSPENDED VENDORS An entity or affiliate who has been placed on the State of Florida debarred or suspended vendor list may not: a) submit a response on a contract to provide goods or services to a public entity; b) may not submit a response on a contract with a public entity for the construction or repair of a public building or public work; c) may not submit a response on leases of real property to a public entity; d) may not be awarded or perform work as a contractor, design -builder, supplier, subcontractor, or consultant under contract with any public entity; and e) may not transact business with any public entity. 3.17 NONDISCRIMINATION Proposer agrees that it shall not discriminate as to race, gender, color, age, religion, national origin, marital status, or disability in connection with its performance under this RFQ. Furthermore, Proposer agrees that no otherwise qualified individual shall solely by reason of his/her race, gender, color, age, religion, national origin, marital status or disability be excluded from the participation in, be denied benefits of, or be subjected to, discrimination under any program or activity. 3.18 UNETHICAL BUSINESS PRACTICE PROHIBITIONS Proposer represents and warrants to the City that it has not employed or retained any person or company employed by the City to solicit or secure the award of the Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind, contingent upon or in connection with, the award of the Agreement. 3.19 ADDITIONAL TERMS AND CONDITIONS No additional terms and conditions included with the Proposal shall be evaluated or considered, and any and all such additional terms and conditions shall have no force or effect and are inapplicable to this Solicitation. If submitted either purposely, through intent or design, or inadvertently, appearing separately in transmittal letters, specifications, literature, price lists or warranties, it is understood and agreed that the General and Special Conditions in this Solicitation are the only conditions applicable to this Solicitation and that the Proposer's authorized signature affixed to the Proposer's Acknowledgment Form attests to this. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 16 SECTION 4 INSTRUCTIONS FOR SUBMITTING A PROPOSAL Submit the following information and documents with Proposer's Proposal. Failure to do so may cause the Proposal to be deemed non -responsive, Non -responsive Proposals will receive no further consideration. 4.1 Submission Requirements Each Proposal must contain the following documents and forms required by Section 4.1.A, (A-E) below, each fully completed, and signed as required. Proposers shall prepare their Proposals utilizing the same format outlined in Section 4.1.B (pg. 23). Each section of the Proposal as stipulated in Section 4.1.B (pg. 23), shall be separated by a tabbed divider identifying the corresponding section number. Proposers are not to submit any information in response to this RFQ that has not been requested, or which the Proposer considers confidential. Submission of any confidential information will be deemed a waiver of any confidentiality or other such protection, which would otherwise be available to the Proposer, except as specifically permitted under Florida Statute. Proposers are not to include any documents not specifically required or requested. The submission of such documentation may adversely affect the evaluation of the Proposal by the Evaluation Committee. The original Proposal document must not be bound, however spiral binding and binder clips are acceptable for the submission of the document copies. Proposers should also make every effort to utilize recycled paper in preparing its Proposal. Double sided printing is permitted provided that the Proposal complies with the format set forth in Section 4.1.B (pg. 23). Do not include additional information not requested in this RFQ, unless specified in the form of an Addendum. This RFQ requires the use and submission of specific City Forms. The City Forms shall not be expanded or altered by Proposer. Additional pages may not be added unless the form specifically states that pages can be added. If applicable, additional pages must be labeled with the solicitation number and as a continuation of the City Forms. Failure to utilize the City Forms will result in the rejection of the Proposal as non -responsive. A. Content of Qualifications Statement: All required City Forms referenced in Sections 4.1.A, (A-E) are available on the OCI website at: http:/Iwww.miamigov.com/capitalimprovements/pages/ProcurementOpportunities/Project Pages/RFP Forms.asp Section A 1. Table of Contents The Table of Contents should follow in sequential order the sections and documents specified in Section 4.1.B, including enclosures. All pages of the Proposal must be consecutively numbered and correspond to the Table of Contents. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFC) 16-17-003 17 O * ,14 11 6Ilt e * _. 8R41 U R; 2. Proposal Cover Letter Proposer shall complete and submit City Form RFQ-PL as well as a proposal letter introducing Proposer's Proposal for this section of the Proposal. (1 page max.) 3. Proposal Narrative Proposer shall complete and submit City Form RFQ-N to provide a narrative about the Proposer and describe why the Proposer determines itself to be the most qualified to be awarded this Project. (1 page max.) 4. Proposer's Qualifications (See Section 3.5) Proposer shall complete and submit City Form RFQ-QP as well as: • indicate the firm's number of years of experience in providing urban planning, design, and environmental systems analysis professional services; • Provide any membership and accreditation by professional organizations; • Provide applicable licenses and any other pertinent information; and • Submit the Proposer's Standard Form (SF) 254 (linked attachment to RFQ) and provide any other documentation which demonstrates their ability to satisfy all of the minimum qualifications requirements. Submittals which do not contain such documentation may be deemed non -responsive. 5. Proposer's Project Experience (See Section 3.5) Proposer shall complete and submit City Form RFQ-PP to provide a comprehensive summary of the Proposer's experience successfully completing public flexible waterfront parks. The firm MUST have a minimum of five (5) years of experience and have served as the prime consultant on similar urban design projects for public flexible waterfront parks, on a minimum of three (3) previous occasions. Proposer shall submit urban design projects for public flexible waterfront parks similar in size, scope and complexity; including scope and nature, cost and budget control, quality of work, and compliance with performance schedules and standards. A client contact person, preferably the city or redevelopment project manager, name, title, and telephone number, shall be provided for each project cited. In addition, provide at least one (1) sample waterfront park design previously completed by Proposer similar in scope to that requested within this RFQ. Discuss whether any proposed Project Team members participated in the creation of the sample waterfront park design. If so, denote the responsibility of each. Failure to meet the five (5) year minimum experience requirement and submit proof of three (3) urban design, landscape architecture and engineering services for public waterfront park projects shall result in the Proposal being deemed non -responsive. For each City Form RFQ-PP completed, the Proposer must submit City Form RFQ- PP-R for the Proposer's Project Experience. Form RFQ-PP-R must be completed Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 IS * 16C667416 O * 1C11 0 and signed by the Program/Project Owner's representative. List three (3) projects as identified in Section 3.5, Minimum Qualification Requirements. 6. Proposer's Team Qualifications and Experience Proposer shall complete and submit City Form RFQ-QT. Form RFQ-WC shall be completed for each of the Key Personnel and Subconsultants identified in Form RFQ-QT. An organizational chart identifying the Project Team and Key Personnel must be submitted. Proposer shall also submit: • Standard Form (SF) 255 (linked attachment to RFQ) for this Project; • Listing of Project Team by name, race, ethnicity, gender, language(s) spoken, and specific tasks to be performed in this Project; • Documentation indicating whether each proposed member of the Project Team has worked with the Proposer on a comparable project of a similar nature prior to this time, or with other proposed members of the Team and/or Proposer. If so, include a detailed description of the project, responsibilities of each, and whether Proposer managed said project(s); and, • Resumes for Key Personnel and Subconsultants, including education, experience, previous working relationships, work preformed of a similar nature, licenses, and any other pertinent information. Documentation provided must demonstrate their ability to satisfy all of the minimum requirements. Section B 1. Qualifications of Project Manager Proposer shall complete and submit City Form RFQ-PM for this section of its Proposal to provide a comprehensive summary of the Project Manager's experience within the past five (5) years, including a list of projects similar in size, scope, and complexity. Failure to meet the stipulated minimum requirements will result in the Proposal being deemed non -responsive. List three (3) projects as identified in Section 3.5, Minimum Qualification Requirements. For each City Form RFQ-PM completed, the Proposer must submit City Form RFQ- PM-R for the Project Manager's experience. Proposer shall also provide a one page resume reflecting the Project Manager's education, experience and qualifications as they relate to this Project. Section C 1. Design Approach and Process Proposer shall complete and submit City Form RFQ-DAP to include the following: • Description of overall approach and process for including public input of desired design elements and objectives; • Understanding of the Scope of Services and the waterfront Flex Park purpose and goals; • Description of the Proposer's proposed approach to facilitating the engagement of the City officials, park representatives, Virginia Key Advisory Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 19 * +4tE5v gply E9 f Ti-.1] 1 0 R a Board, and community stakeholders in a public process, and its ability to interface successfully with other agencies or firms; and, • Narrative on how Proposer will effectively and efficiently supervise the proposed Team, and manage engagement in order to conform with City deadline(s) and budget. 2. Technical Capabilities and Methodology Proposer shall complete and submit City Form RFQ-T to provide a comprehensive explanation of the Proposer's technical capabilities in the following areas: • Environmental/Sustainable Design - approach to minimizing the daily and long term operational and maintenance cost, including the application of "green design"; • Value Engineering — methodology used in determining material and equipment quality, and maximizing efficiency with design elements; • Ensuring timely completion of projects/phases; • Quality control and assurance procedures, including timely reporting, and reviewing pay applications and change orders; • Capacity to provide on -call services in a timely manner; • Quality control and assurance, including coordination between design disciplines, compliance with program requirements professional/industry standards, sensitivity to the natural environment and historically designated sites and conformance with all applicable code requirements, including the Virginia Key Master Plan; and, • Prior experience with governmental parks and recreational facilities. Section D 1. Qualifications of Lead Design Architect Proposer shall complete and submit City Form RFQ-LA for the Lead Design Architect for this section of its Proposal. For each RFQ-LA Form completed, the Proposer must submit Form RFQ-LA-R, and the Lead Design Architect's Resume. 2. Qualifications of Urban Designer Proposer shall complete and submit City Form RFQ-UD for each Urban Designer on the Project Team in this section of its Proposal. For each RFQ-UD Form completed, the Proposer must submit Form RFQ-LA-R, and a resume for Urban Designer. 3. Qualifications of Environmental Specialist Proposer shall complete and submit City Form RFQ-ES for the Environmental Specialist listed for this section of its Proposal. For each RFQ-ES Form completed, the Proposer must submit Form RFQ-ES-R, and the Environmental Specialist's Resume. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 20 4. Qualifications of Traffic Engineer Proposer shall complete and submit City Form RFQ-EE for the Traffic Engineer for this section of its Proposal. For each RFQ-EE Form, the Proposer must submit Form RFQ-EE-R and the Traffic Engineer's resume. 5. Qualifications of Landscape Architect Proposer shall complete and submit City Form RFQ-LA for the Landscape Architect for this section of its Proposal. For each RFQ-LA Form completed, the Proposer must submit Form RFQ-LA-R and the Landscape Architect's Resume. Section E 1. Exhibit 1 - Agreement Provide comments on, and exceptions to, the attached Agreement terms and conditions. Proposed changes to the Agreement must be returned to the City in Microsoft Word format with comments reflected by "red -lining" the original document utilizing the tracking feature. The Microsoft Word document must be included in the Proposal in both printed format and electronically on a CD-ROM or USB Drive. The City will only consider the identified comments and exceptions during negotiations. Where a Proposal is returned without comments it will be deemed that the Proposer has no comments or exceptions to the draft Agreement. If the Proposer has no comments, a statement to that effect shall be included in the Proposal in this section. As noted certain sections of the Agreement, including, without limitation, Hold Harmless/indemnity, Insurance, Cancellation for Convenience, Funding Out, Ethics, Public Records, Sunshine, Lobbying and Compliance with Laws Sections are long standing City practices and cannot be modified. 2. Exhibit 2 — Virginia Key Master Plan 3. RFQ Proposal Forms (Section 6.0) Proposer shall sign and submit each RFQ Proposal Form. 4. Information for Determining Joint Venture Eligibility - Form A (if applicable) Section F 1. Letter of Agreement(s) (LOA) 2. Form C-1- List of Subconsultants/Subcontractors* 3. Certificate of Compliance 4. Business Tax Receipt Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 21 5. Copies of Miami -Dade County CBE Certification for Proposer or Proposer's Subconsultant(s), if applicable 6. Notice of Qualifications (FDOT), if applicable *NOTE: Proposer shall list all proposed SubconsultantslSubcontractors to be used in the performance of the Services requested herein, regardless of racial or gender grouping, to include names, addresses, phone numbers, type of work (service or commodity) and CBE Certification, as approved by Miami -Dade County, if applicable. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 B. Proposal Submission Format: Proposer shall prepare and submit the Proposal in the format provided below. Failure to comply with this format may result in the Proposal being deemed non -responsive. Section A 1. Table of Contents 2. RFQ-PL - Proposal Cover Letter 3. RFQ-N - Proposal Narrative 4. RFQ-QP - Proposer's Qualifications 5. RFQ-PP- Proposer's Project Experience 6. RFQ-PP-R - Proposer's Reference Form 7. RFQ-QT - Qualifications of Proposer's Team 8. RFQ-WC - Key Personnel, Subconsultants and Proposer's Current Workload 9. Resumes of Key Personnel 10. Team Organizational Chart Section B 1. RFQ-PM - Qualifications of Project Manager 2. RFQ-PM-R - Project Manager Reference Form 3. Resume of Project Manager Section C 1. RFQ-LDA - Qualifications of Lead Design Architect 2. RFQ-LDA-R- Lead Design Architect Reference Form 3. Resume of Lead Design Architect 4. RFQ-UD- Qualifications of Urban Designer 5. RFQ-UD-R - Urban Designer Reference Form 6. Resume of Urban Designer 7. RFQ-ES - Qualifications of Environmental Specialist 8. RFQ-ES-R - Environmental Specialist Reference Form 9. Resume of Environmental Specialist 10. RFQ-EE - Qualifications of Traffic Engineer 11. RFQ-EE-R- Traffic Engineer Reference Form 12. Resume of Traffic Engineer 13. RFQ-LA - Qualifications of Landscape Architect 14. RFQ-LA-R - Landscape Architect Reference Forms 15. Resume of Landscape Architect 16. Workload Capacity for the Proposer's Current Work load. Section D 1. RFQ-DAP - Design Approach and Process RFQ-T - Technical Capabilities and Methodology Section E 1. Agreement (Exhibit 1) 2. RFQ Proposal Forms (See Section 6.0) 3. Information for Determining Joint Venture Eligibility - Form A, if applicable Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 23 Vt 0. 0 R Section F 1. Letter of Agreement(s) (LOA) 2. Form C-1 List of Subconsultants 3. Certificate of Compliance 4. Business Tax Receipt 5. Copies of Miami -Dade County CBE Certification for Proposer or Proposer's Subconsultants, if applicable 6. Notice of Qualifications (FDOT), if applicable Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 24 4.2. Proposal Submission One (1) unbound original and seven (7) bound copies (total of 8), plus one (1) digital copy in digital format (CD-ROM or USB in .pdf file format), of Proposer's complete Proposal for this RFQ shall be delivered to: Mr. Todd Hannon, City Clerk City of Miami Office of the City Clerk 3500 Pan American Drive, 1st Floor Miami, Florida 33133 Proposals must be clearly marked on the outside of the packages referencing: RFQ No. 16-17-003 URBAN DESIGN, LANDSCAPE ARCHITECTURE AND ENGINEERING SERVICES FOR A FLEX PARK AT VIRGINIA KEY Proposals received at any other location than the aforementioned or after the Proposal Submission Due Date and time shall be deemed non -responsive and shall not be considered. Proposals should be signed by an official authorized to bind the Proposer to the provisions given in the Proposal. Proposals are to remain valid for at least 180 days. Upon award of an Agreement, the contents of the Proposal of the Successful Proposer(s) may be included as part of the Agreement, at the City's discretion. SUBMITTAL GUIDELINES 1. General Only one (1) Proposal from an individual, firm, partnership, corporation, business entity, or joint venture will be considered in response to this RFQ. Subconsultants or Subcontractors may be included in more than one Proposal submitted by more than one Proposer. A firm, partnership, corporation, business entity, or joint venture that submits a Proposal may not be a SubconsultantlSubcontractor on another Proposal submitted under this RFQ. Joint venture firms must complete and submit with their Proposal, Form A titled "Information for Determining Joint Venture Eligibility", (located on the last two pages of this RFQ document) and submit a copy of the formal agreement between all joint venture parties. This joint venture agreement must indicate their respective roles, responsibilities and levels of participation for the Project. Failure to submit Form A, along with an attached written copy of the joint venture agreement may result in disqualification of Proposer's Proposal. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 '5 Joint venture Proposals will be evaluated based on the combined team. Each member of a joint venture shall provide the information listed above. Proposer must clearly reflect in its Proposal any Subconsultants proposed to be used, and provide for the Subconsultant the same information required of the Proposer. The City retains the right to accept or reject any proposed Subconsultants. Throughout this RFQ, the phrases "must" and "shall" will denote mandatory requirements. Any Proposal that does not meet the mandatory requirements is subject to immediate disqualification. It is the policy of the City of Miami that prior to being recommended for an award, the Successful Proposer shall complete the City's Vendor Registration. Vendor registration is easily completed by accessing the City's website using the below link: http://www.miamigov.com/Procurementlpages/SupplierCorner/default.asp. For any questions regarding vendor registration, please contact the Department of Procurement at (305) 416-1922. It is the sole responsibility of the Successful Proposer to ensure that City Vendor Registration requirements are wholly satisfied. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 26 SECTION 5 EVALUATION/SELECTION PROCESS A. Evaluation Procedures and Contract Award The procedure for Proposal evaluation and selection is as follows: 1. Request for Qualifications issued. 2. Receipt of Proposals. 3. Opening and listing of all Proposals received. 4. Preliminary review by City's Procurement staff for compliance with the submission requirements of the RFQ, including verification that each Proposal included all required documents. 5. Review by professional staff and/or an Evaluation Committee (Committee) certifying that the Proposer is qualified to render the required services according to State regulations. 6. The Committee, appointed by the City Manager, shall meet to evaluate each responsive Proposal in accordance with the requirements of this RFQ. The Committee will select a minimum of three (3) firms deemed the most highly qualified to perform the required services, unless fewer than three (3) Proposals are received. At the Committee's option, they may decide to hold brief presentations and interview sessions with all Proposers or shortlisted firms. 7 The Committee forwards its recommendation to the City Manager, listing the Proposers in rank order. 8. After reviewing the Committee's recommendation, the City Manager may: a) approve the recommendation of the Committee and authorize Procurement to enter into negotiations with the top ranked Proposer or request that the Committee provide additional information as to the ranking of the Proposals. Upon approval of the Committee's recommendation, the Proposers will be listed in rank order on the OCI webpage, http://www.miamigov.com/CITP/ProcurementOpp.html. b) reject the Committee's recommendation and instruct the Committee to re- evaluate and make further recommendations; c) reject all Proposals; or d) recommend that the City Commission reject all Proposals. 9. Upon successful negotiation of the Agreement(s), Procurement will forward the recommended Agreement(s) to the City Manager for approval, and the City Manager upon acceptance of the negotiated Agreement(s) will approve the award of Agreement(s) not exceeding $500,000.00, or recommend that the City Commission, when required by the City's Procurement Code, approve the recommendation of the Committee and the award of the Agreement(s). Where Procurement is not able to Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 ?7 successfully negotiate an Agreement with the top ranked Proposer(s), Procurement will recommend to the City Manager that such negotiations be terminated and that Procurement enter into negotiations with the next ranked Proposer(s) until an Agreement is negotiated or all Proposals are rejected. 10. After reviewing the City Manager's recommendation, the City Commission may: a) approve the City Manager's recommendation and authorize award of the Agreement. Upon approval of the City Manager's recommendation, an award memorandum will be included on the OCI webpage, http://www.miamigov.com/CITP/ProcurementOpp.html, of which written notice shall be provided to all Proposers. b) reject the Agreement; or c) reject all Proposals and direct the City Manager to re -open negotiations or to solicit new Proposals. B. Evaluation Criteria Proposals shall be evaluated according to the following criteria and their respective weight, for a maximum of one hundred (100) points per Committee member: Technical Criteria Maximum Points Proposer's Qualifications and Experience 25 Proposer's Team Qualifications and Experience 25 Proposer's Project Manager's Qualifications and Experience 10 Design Approach and Process 30 Technical Capabilities and Methodology 10 C. Five Bonus Points — CBE Participation Unless precluded by Florida Statutes, Federal laws or regulations, or grant requirements, bonus points will be granted to Proposers who agree to use Miami -Dade County CBE Firms from within the City of Miami municipal boundaries. The awarded firm must agree to assign at a minimum fifteen percent (15%) of the contract value to Miami -Dade County certified CBE firm(s) that maintain a "Local Office", as defined in Section 18-73 of the City of Miami Code. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 28 SECTION 6 RFQ PROPOSAL FORMS 6.1 RFQ INFORMATION AND ACKNOWLEDGEMENT FORM The Proposer hereby acknowledges and affirms to the contents of this RFQ; its Proposal thereto, including without limitation any Addendum, or all Addenda have been read, understood, and agreed to by assigning and completing the spaces provided below: Addendum No. 1, Dated Addendum No. 2, Dated Addendum No. 3, Dated Addendum No. 4, Dated 6.1.1 RFQ No.: 16-17-003 I certify that any and all information contained in this RFQ is true. I certify that this RFQ is made without prior understanding, agreement, or connections with any corporation, firm or person submitting a RFQ for the same materials, supplies, equipment, or services and is in all respects fair and without collusion or fraud. I agree to abide by all terms and conditions of the RFQ, and certify that I am authorized to sign for the Proposer's firm. Please print the following and sign your name: Proposing Firm's Name Principal Business Address Telephone Fax E-mail address Name Title Authorized Signature Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 ?q * :M CVS9nOkI1 f/ * tee a`ro 4 f 0 R 6.2.1 CERTIFICATE OF AUTHORITY (IF CORPORATION) STATE OF ) SS: COUNTY OF ) HEREBY CERTIFY that a meeting of the Board of Directors of the a corporation existing under the laws of the State of , held on 20 , the following resolution was duly passed and adopted: "RESOLVED, that, , as President of the Corporation, be and is hereby authorized to execute the Proposal dated, 20 , to the City of Miami and this Corporation and that their execution thereof, attested by the Secretary of the Corporation, and with the Corporate Seal affixed, shall be the official act and deed of this Corporation." I further certify that said resolution is now in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the corporation this ,dayof ,20 Secretary: (SEAL) FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM MAY DISQUALIFY PROPOSER'S PROPOSAL Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 30 Of. ,1C11.1 111111 * 11011 ry 6.2.2 CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) STATE OF SS: COUNTY OF I HEREBY CERTIFY that a meeting of the Partners of the organized and existing under the laws of the State of held on , 20 , the following resolution was duly passed and adopted: "RESOLVED, that, , as of the Partnership, be and is hereby authorized to execute the Proposal dated, 20 , to the City of Miami and this Partnership and that their execution thereof, attested by the shall be the official act and deed of this Partnership." I further certify that said resolution is now in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this day of , 20_ Secretary: (SEAL) FAILURE TO COMPLETE, SIGN AND RETURN THIS FORM MAY DISQUALIFY PROPOSER'S PROPOSAL Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFO 16-17-003 31 6.2.3 CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) STATE OF COUNTY OF SS: } I HEREBY CERTIFY that a meeting of the Principals of the organized and existing under the laws of the State of held on , 20 , the following resolution was duly passed and adopted: "'RESOLVED, that, as of the Joint Venture be and is hereby authorized to execute the Proposal dated, 20 , to the City of Miami official act and deed of this Joint Venture." I further certify that said resolution is now in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this , day of , 20 Secretary: FAILURE TO COMPLETE, SIGN AND RETURN THIS FOR MAY DISQUALIFY PROPOSE'S PROPOSAL Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 32 c,,,c11.: rr R 6.2.4 CERTIFICATE OF AUTHORITY (IF LIMITED LIABILITY CORPORATION) STATE OF SS: COUNTY OF I HEREBY CERTIFY that a meeting of the Principals of the organized and existing under the laws of the State of held on , 20 , the following resolution was duly passed and adopted: "RESOLVED, that, as of the Limited Liability Corporation be and is hereby authorized to execute the Proposal dated, 20 , to the City of Miami and that their execution thereof shall be the official act and deed of this Limited Liability Corporation." I further certify that said resolution is now in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this day of , 20 Secretary: (SEAL) FAILURE TO COMPLETE, SIGN AND RETURN THIS FORM MAY DISQUALIFY PROPOSER'S PROPOSAL Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 33 6.2.5 CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) STATE OF ) SS: COUNTY OF I HEREBY CERTIFY that as an individual, I (Name of Individual) and as a d/b/a (doing business as) (if applicable) exist under the laws of the State of Florida. "RESOLVED, that, as an individual and/or d/b/a (if applicable), be and is hereby authorized to execute the Proposal dated, 20 , to the City of Miami as an individual and/or dfb/a (if applicable) and that my execution thereof, attested by a Notary Public of the State, shall be the official act and deed of this attestation." I further certify that said resolution is now in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Notary Public this ,dayof ,20 NOTARY PUBLIC: Commission No.: I personally know the individual/do not know the individual (Please Circle) Driver's License # (SEAL) FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM MAY DISQUALIFY PROPOSER'S PROPOSAL Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 34 63 DEBARMENT AND SUSPENSION (a) Authority and requirement to debar and suspend: After reasonable notice to an actual or prospective contractual party, and after reasonable opportunity to such party to be heard, the City Manager, after consultation with the Chief Procurement Officer and the City Attorney, shall have the authority to debar a contractual party for the causes listed below from consideration for award of city contracts. The debarment shall be for a period of not fewer than three years. The City Manager shall also have the authority to suspend a contractor from consideration for award of City contracts if there is probable cause for debarment. Pending the debarment determination, the authority to debar and suspend contractors shall be exercised in accordance with regulations, which shall be issued by the Chief Procurement Officer after approval by the City Manager, the City Attorney, and the City Commission. (b) Causes for debarment or suspension include the following: 1. Conviction for commission of a criminal offense incident to obtaining or attempting to obtain a public or private contract or subcontract, or incident to the performance of such contract or subcontract. 2. Conviction under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty. 3. Conviction under state or federal antitrust statutes arising out of the submission of bids or Responses. 4. Violation of contract provisions, which is regarded by the Chief Procurement Officer to be indicative of non -responsibility. Such violation may include failure without good cause to perform in accordance with the terms and conditions of a contract or to perform within the time limits provided in a contract, provided that failure to perform caused by acts beyond the control of a party shall not be considered a basis for debarment or suspension. 5. Debarment or suspension of the contractual party by any federal, state or other governmental entity. 6. False certification pursuant to paragraph (c) below. 7. Any other cause judged by the City Manager to be so serious and compelling as to affect the responsibility of the contractual party performing City contracts. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFC 16-17-003 35 * iMt/101111f1 * (c) Certification: All contracts for goods and services, sales, and leases by the City shall contain a certification that neither the contractual party nor any of its principal owners or personnel has been convicted of any of the violations set forth above or debarred or suspended as set forth in paragraph (b) (5). The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel has been convicted of any of the violations set forth above, or debarred or suspended as set forth in paragraph (b) (5). Proposing Firm's Name: Individual Name: Signature: Date: Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 36 L\vi * .106N6 NPP'Ei * EBN6 f t') pt 6.4 CERTIFICATE OF COMPLIANCE WM-I SECTION 18-87 OF THE CITY OF MIAMI CODE hereby certify that: i) I am the (President/Secretary or Principal) of (Proposer); ii) I have read Section 18-87 of the City of Miami Procurement Code; iii) (Proposer) hereby agrees to assign a minimum of fifteen percent (15%) of the contract value to firms currently certified by Miami -Dade County as a Community Business Enterprise ("CBE"); OR (Proposer) hereby is certified by Miami -Dade County as a CBE firm and will self -perform to meet the minimum fifteen percent (15%) CBE requirement. An active copy of the Proposer's CBE certification must be included in the proposal document. OPTIONAL; v) (Proposer) hereby agrees to make assignments pursuant to item (iii), above, to certified CBE firms who maintain a "Local Office," as defined in Section 18-73 of the City of Miami Code; STATE OF FLORIDA COUNTY OF MIAMI-DADE ) SS ) Before me, a Notary Public duly commissioned, qualified and acting personally, appeared to me well known, who being by me first duly sworn upon oath says that he/she has been authorized to execute the foregoing Certificate of Compliance with Section 18-87 of the City of Miami Code on behalf of Proposer named therein in favor of the City. Subscribed and Sworn to before me this day of , 20 My commission expires: Notary Public, State of Florida at Large Bonded by: Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 37 :xse€r�s�arrs * f -4 ,\ {f K i Form A Information for Determining Joint Venture Eligibility IF the Proposer is submitting as a joint venture, please be advised that this form (2 pages max) MUST be completed and the REQUESTED written joint venture agreement MUST be attached and submitted with this form. 1. Name of joint venture: 2. Address of joint venture: 3. Phone number of joint venture: 4. Identify the firms that comprise the joint venture: 5. Describe the rale of the MBE firm (if applicable) in the joint venture: 6. Provide a copy of the joint venture's written contractual agreement. 7. Identify by name, race, gender, and "firm" those individuals (and their titles) who are responsible for day- to-day management and policy decision making, including, but not limited to, those with prime responsibility for control of, and participation in, this Agreement: (a) Financial decisions: (b) Management decisions, such as: (1) Estimating: (2) Marketing and sales: (3) Hiring and firing of management personnel: (4) Purchasing of major items or supplies: Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 38 * nen, Mill 4. 1101 11 K 1 (c) Supervision of field operations: NOTE: If, after filing this form and before the completion of the joint venture's work on the Agreement, there is any significant change in the information submitted, the joint venture must inform the City in writing. AFFIDAVIT "The undersigned swear or affirm that the foregoing statements are correct and include all material information necessary to identify and explain the terms and operation of our joint venture and the intended participation by each joint venturer in the undertaking. Further, the undersigned covenant and agree to provide to the City current, complete and accurate information regarding actual joint venture work and the payment therefore and any proposed changes in any of the joint venturer relevant to the joint venture, by authorized representatives of the City. Any material misrepresentation will be grounds for terminating any Contract which may be awarded and for initiating action under Federal or State laws concerning false statements." Name of Firm: Name of Firm: Signature: Signature: Name: Name: Title: Title: Date: Date: Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 39 PROFESSIONAL SERVICES AGREEMENT Exhibit 1 CITY OF MIAMI PLANNING AND ZONING DEPARTMENT PROFESSIONAL SERVICES AGREEMENT Service Category Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key (RFQ 16-17-003) Contract Type Project Specific Consultant TBD TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 7 ARTICLE 2 GENERAL CONDITIONS 10 2.01 TERM 10 2.02 SCOPE OF SERVIES 10 2.03 COMMUNITY BUSINESS ENTERPRISE ("CBE") PARTICIPATION 10 2.04 COMPENSATION 10 ARTICLE 3 PERFORMANCE 11 3.01 PERFORMANCE AND DELEGATION 11 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 11 3.03 CONSULTANT KEY STAFF .11 3.04 TIME FOR PERFORMANCE 11 3.05 STANDARD OF CARE 11 ARTICLE 4 SUBCONSULTANTS 12 4.01 GENERAL 12 4.02 SUBCONSULTANT RELATIONSHIPS 12 4.03 CHANGES TO SUBCONSULTANTS 12 ARTICLE 5 DEFAULT 12 5.01 GENERAL 12 5.02 CONDITIONS OF DEFAULT 12 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE 13 ARTICLE 6 TERMINATION OF AGREEMENT 13 6.01 CITY'S RIGHT TO TERMINATE 13 6.02 CONSULTANT'S RIGHT TO TERMINATE 13 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 13 ARTICLE 7 DOCUMENTS AND RECORDS 13 7.01 OWNERSHIP OF DOCUMENTS ' 13 7.02 DELIVERY UPON REQUEST OR CANCELLATION 14 7.03 RE -USE BY CITY 14 7.04 NONDISCLOSURE 14 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS 14 7.06 E-Verify 15 ARTICLE 8 INDEMNIFICATION 15 ARTICLE 9 INSURANCE 15-16 9.01 COMPANIES PROVIDING COVERAGE 15 9.02 VERIFICATION OF INSURANCE COVERAGE 15 9.03 FORMS OF COVERAGE 16 9.04 MODIFICATIONS TO COVERAGE 16 ARTICLE 10 MISCELLANEOUS 16 10.01 AUDIT RIGHTS; INSPECTIONS 16 10.02 ENTIRE AGREEMENT 16-17 10.03 SUCCESSORS AND ASSIGNS 17 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 17 10.05 APPLICABLE LAW AND VENUE OF LITIGATION 17 10.06 NOTICES 17-18 10.07 INTERPRETATION 18 Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 PROFESSIONAL SERVICES AGREEMENT 10.08 JOINT PREPARATION 18 10.09 PRIORITY OF PROVISIONS 18 10.10 MEDIATION - WAIVER OF JURY TRIAL 18 10.11 TIME 19 10.12 COMPLIANCE WITH LAWS 19 10.13 NO PARTNERSHIP 19 10.14 DISCRETION OF DIRECTOR 19 10.15 RESOLUTION OF CONTRACT DISPUTES 19-20 10.16 INDEPENDENT CONTRACTOR 20 10.17 CONTINGENCY CLAUSE 20 10.18 THIRD PARTY BENEFICIARY 20 10.19 ADDITIONAL TERMS AND CONDITIONS 20 ATTACHMENT A - SCOPE OF WORK 24 ARTICLE Al GENERAL 24 A1.01 SCOPE OF SERVICES 24 A1.02 WORK ORDERS 24 ARTICLE A2 BASIC SERVICES 24-25 A2.01 DEVELOPMENT OF OBJECTIVES 25 A2.02 SCHEMATIC DESIGN 25 A2.03 DESIGN DEVELOPMENT PHASE 26 A2.04 CONSTRUCTION DOCUMENTS 26 A2.05 BIDDING AND AWARD OF CONTRACT 27-30 A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT 28-31 A2.07 TIME FRAMES FOR COMPLETION 31 ARTICLE A3 ADDITIONAL SERVICES 31-32 A3.01 GENERAL 31 A3.02 EXAMPLES 31 A3.03 ADDITIONAL DESIGN 32 ARTICLE A4 REIMBURSABLE EXPENSES 32 A4,01 GENERAL 32 A4.02 SUBCONSULTANT REIMBURSEMENTS 33 ARTICLE A5 CITY'S RESPONSIBILITIES 33 A5.01 PROJECT AND SITE INFORMATION 33 A5.02 CONSTRUCTION MANAGEMENT 33 SCHEDULE Al - SUBCONSULTANTS/SUBCONTRACTORS 34 SCHEDULE A2 - KEY STAFF 34 ATTACHMENT B - COMPENSATION AND PAYMENTS 35 ARTICLE B.1 METHOD OF COMPENSATION 35 B1.01 COMPENSATION LIMITS 35 B1.02 CONSULTANT NOT TO EXCEED 35 ARTICLE B2 WAGE RATES 35 B2.01 FEE BASIS 35 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 35 B2.03 MULTIPLIER 35 B2.04 CALCULATION 35 B2.05 EMPLOYEE BENEFITS AND OVERHEAD 36 B2.06 ESCALATION ..... 36 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 35-36 B3.01 LUMP SUM 36 B3.02 HOURLY RATE FEES 36 B3.03 REIMBURSABLE EXPENSES 36 B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES 37 B3.05 FEES FOR ADDITIONAL SERVICES 37 B3.06 PAYMENT EXCLUSIONS 37 B3.07 FEES RESULTING FROM PROJECT SUSPENSION 37 ARTICLE B4 PAYMENTS TO THE CONSULTANT .... 37-38 B4.01 PAYMENTS GENERALLY 37 B4.02 FOR COMPREHENSIVE BASIC SERVICES 37 B4.03 BILLING - HOURLY RATE 37 Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 PROFESSIONAL SERVICES AGREEMENT 84.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 37 B4.05 DEDUCTIONS 37 ARTICLE B5 REIMBURSABLE EXPENSES: 38-39 B5.01 GENERAL 38 B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS 39 ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 39 86.01 GENERAL 39 SCHEDULE B1 - WAGE RATES SUMMARY 40 SCHEDULE B2 — CONSULTANT INVOICE 41 Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 3 PROFESSIONAL SERVICES AGREEMENT CITY OF MIAMI PLANNING AND ZONING DEPARTMENT PROFESSIONAL SERVICES AGREEMENT Service Category Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key (RFQ 16-17-003) Contract Type Project Specific Consultant TBD Consultant Office Location TBD City Authorization TBD Agreement Number TBD THIS AGREEMENT made this day of in the year 2017 by and between THE CITY OF MIAMI, FLORIDA, hereinafter called the "City," and (Consultant's Name), hereinafter called the "Consultant." RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 16-17-003 on , 2017 for the provision of Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key (the "Project") and the Consultant's proposal ("Proposal"), in response thereto, was selected as one of the most qualified for the provision of said Services. The RFQ and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are, by this reference, expressly incorporated into and made a part of this Agreement as if set forth in full. The Solicitation Documents are deemed as being attached hereto and incorporated by reference herein as supplemental terms, providing, however, that in the event of any conflicts(s) with the terms of this Agreement, this Agreement shall control and supersede any such conflicts(s). B. WHEREAS, the City, through action of the City Manager and/or the City Commission, as applicable, has selected the Consultant in accordance with Section 287.055, Florida Statutes, Consultants' Competitive Negotiation Act, (hereinafter referred to as "CCNA"), and the applicable provisions of the City Procurement Ordinance, to provide the professional services as described herein. Urban Design, Landscape Archdtecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 4 PROFESSIONAL SERVICES AGREEMENT C. WHEREAS, the City is awarding this Agreement as provided herein for the Project. The City, acting by and through its City Manager, as further detailed in the Scope of Work, Attachment A, as may be amended from time to time, prior to issuance of any Notice to Proceed or at other reasonable intervals decided by the City Manager may elect at the City's discretion to proceed with the work on a phased basis. The phases of this Project may be substantially in conformance to the Schedules indicated below: 1. Phase 1 — Pre -Design Planning and Study Activities to include Assessment and Recommendations Report, Programming, Budget Cost Estimate and Documentation of Existing Conditions. During this phase, the Consultant shall prepare an Assessment and Recommendations Report, Architectural Programming (Le., research and decision -making process that identifies the scope of work to be designed), Preliminary Budget and Cost Estimate and Document the Existing Conditions. 2. Phase 2 — Schematic Design Phase. During this phase, the Consultant will confer with the City to ascertain the specific requirements of the Project and prepare Schematic Design proposals consisting of drawings and other documents illustrating the scale and relationship of the Project components for approval by the City. The Consultant will further submit to the City a Statement of Probable Construction Cost based on current area, volume or other unit costs. 3. Phase 3 - Design Development Phase. During this phase, the Consultant will prepare Design Development Documents which describe the size and character of this entire Project as to design, architectural, structural, mechanical, marine, and electrical systems and such other elements as may be appropriate, 4. Phase 4 — Construction Documents Phase. During this phase, the Consultant will prepare the Construction Documents and assist the City in preparation of the bidding documents based on the approved Design Development Documents. 5. Phase 5 — Bidding and Negotiation Phase. During this phase, the Consultant will assist the City with the competitive solicitation process, evaluation of the bids received and the awarding of the construction contract. 6. Phase 6 — Construction Phase. Administration of the Construction Contract. During this phase, the Consultant will assist the City with the administration of the construction contract. 7. General. (a) Each phase shall have established a Guaranteed Maximum Cost inclusive of all professional fees, labor and material, for performing the specified Work for such phase. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 5 PROFESSIONAL SERVICES AGREEMENT This shall be required for any Notice to Proceed for any phase and will be agreed to by the parties in writing, Reimbursable Expenses for each phase shall be estimated. (b) The City, acting by and through its City Manager, at its discretion may elect to negotiate and proceed with Phases 2, 3, etc. et. al., or some or all or none of the phases following Phase 1. This decision by the City will be final and will be in the exercise of the discretion of the City Manager and may not be appealed by the Consultant who will have no recourse from such decision except to be paid for the work previously authorized and submitted; (c) The satisfactory completion of Work in the preceding Phase shall be a condition precedent to authorization from the City to proceed or commence the Work on any subsequent phase. WITNESSETH, that the City and the Consultant, for the considerations and stipulations herein set forth, agree as follows; All recitals set forth above in the preamble to this Agreement are incorporated by reference herein and expressly made part of this Agreement. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 6 PROFESSIONAL SERVICES AGREEMENT ARTICLE 1 DEFINITIONS 1.01 Additional Services mean any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments mean the Attachments to the Agreement are expressly incorporated by reference and made a part of the Agreement, as if set forth in full. 1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services. 1.04 Basic Services mean those services designated as such in a Work Order. 1.05 City Commission means the legislative body of the City of Miami. 1.06 City Manager means the duly appointed chief administrative officer of the City of Miami. The Director may consult with the City Manager regarding mayor or substantial decisions involving this Agreement. 1.07 City or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency which is a party hereto and for which the Agreement is to be performed. In all respects hereunder, the City's performance is pursuant to the City's position as the Owner of the Project. In the event the City exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, codes, laws and ordinances, shall be deemed to have occurred pursuant to the City's authority as a governmental body and shall not be attributable in any manner to the City as a party to the Agreement. The City of Miami shall be referred to herein as "City." For the purposes of the Agreement, "City" without modification, shall mean the City Manager. 1.08 Commission means the legislative body of the City of Miami. 1.09 Community Business Enterprise ("CBE") means a firm which has been certified by Miami -Dade County, which will provide architectural, landscape architectural, engineering, or surveying and mapping professional services, to the Consultant, as required pursuant to City Code §18-87. 1.10 Consultant means the individual, partnership, corporation, association, joint venture, or any combination thereof, of legally registered professional architects, or engineers, which has entered into an Agreement to provide professional services to the City. 1.11 Contractor means an individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the City for construction of City facilities and incidentals thereto. 1.12 Director means the Director or authorized designee, of the City Department designated herein who has the authority and responsibility for managing the specific project or projects covered under the Agreement. Unless otherwise specified herein or in a Work Order, for the purpose of the Agreement, the Director is the top administrator of the Planning and Zoning Department or authorized designee. 1.13 Errors means items in the plans, specification or other documents prepared by the Consultant that are shown incorrectly, which results in a change to the Services and results in the need for the construction contractor to perform rework or additional work or which causes a delay to the completion of construction. 1.14 Errors and Omissions means design deficiencies in the plans, specifications or other documents prepared by the Consultant, which must be corrected in order for the project to function or be built as intended. 1.15 Inspector means an employee of the City, or of a consulting firm hired and assigned by the City, to conduct observations of Work performed by a Contractor. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 7 PROFESSIONAL SERVICES AGREEMENT 1.16 Key Personnel means Staff positions assigned on a full-time basis to the Program by the Program Coordinator with the Director's approval, to serve as an extension of the City's staff typically working inside the City's Miami Riverside Center (MRC) or other requested City facility. 1.17 Notice to Proceed ("NTP") means the same as "Authorization to Proceed." A duly authorized written letter or directive issued by the Director or Project Manager acknowledging that all conditions precedent have been met and/or directing that the Consultant may begin work on the Project. 1.18 Omissions mean items that are not shown or included in the plans, specifications, or other documents prepared by the Consultant which are necessary for the proper and/or safe operation of the Project or required to meet the Scope of Services. 1.19 Primary Services mean those Services considered by City to be fundamental to the successful management of the Project as stated in the RFQ, and in Attachment A of this Agreement. 1.20 Program means the City's multi -year Capital Plan, prepared on an annual basis that details the planned financial resources and implementation schedule and strategies for the City's capital projects over a five (5) year period. 1.21 Project Manager means an employee or representative of the City assigned by the Director to manage and monitor Work to be performed under the Agreement or the construction of a project as a direct representative of the City. 1.22 Project means the construction, alteration and/or repair, and all services and incidentals thereto, of a City facility, as contemplated and budgeted by the City. The Project(s) shall be further defined in the Scope of Services and/or Work Order, issued pursuant to the Agreement. 1.23 Professional Services mean those services within the scope of the practice of architecture, professional engineering, or registered surveying and mapping, as applicable, as defined by the laws of the State of Florida, or those performed by any architect„ professional engineer, or registered surveyor or mapper in connection with their professional employment or practice. These services may be abbreviated herein as "architectural/engineering services" or "professional services", as applicable, which are within this definition. 1.24 Professional Services Agreement ("Agreement" or "PSA") means the Agreement and all attachments and any authorized amendments thereto. In the event of a conflict between the Request for Qualifications ("RFQ") and the Consultant's Proposal thereto, the RFQ will control. In the event of any conflict between the Consultant's response to the RFQ and this PSA, this PSA will control. In the event of any conflict between the PSA and its attachments, this PSA shall control. 1.25 Resolution means the document constituting the official approval of the City Commission as required for the City Manager to execute this Agreement or increase the Project Budget, among other matters. 1.26 Risk Administrator means the City's Risk Management Director, or authorized designee, or the individual designated by the City Manager to administer matters relating to insurance and risk of loss for the City. 1.27 Scope of Services or Services mean a comprehensive description of the activities, tasks, design features, objectives, deliverables and milestones required for the completion of Project or an assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary for its completion. 1.28 Subconsultant/Subcontractor means a person or organization of properly registered professional architects, engineers, registered surveyor or mappers, and/or other professional specialty that has entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1.29 Wage Rates mean the effective direct expense to the Consultant and/or the Subconsultant, on an hourly rate basis, for employees in the specified professions and job categories assigned to provide services under the Agreement that justify and form the basis for professional fees regardless of actual manner of compensation. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 8 PROFESSIONAL SERVICES AGREEMENT 1.30 Work means all professional services, materials and equipment provided by, or under this Agreement with the Consultant. 1.31 Work Order means a document internal to the City which authorizes the performance of specific professional services for a defined Project or Projects. 1.32 Work Order Proposal means a document prepared by the Consultant at the request of the City, for Services to be provided by the Consultant, on a specific phase of a Project. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFC 16-17-003 9 PROFESSIONAL SERVICES AGREEMENT ARTICLE 2 GENERAL CONDITIONS 2.01 TERM The term of this Agreement shall be effective until final completion of construction of the Project and Final Payment is made to the Consultant. The City, by action of the City Manager, shall have the option to extend, subject to the continued satisfactory performance, as determined by the Director of Planning and Zoning Department, and to the availability and appropriation of funds. City Commission authorization of this Agreement includes delegation of authority to the City Manager to administratively approve said extensions provided that the compensation limits set forth in Article 2.04-1, Compensation Limits are not exceeded. 2.01-1 Extension of Expiration Date In the event the Consultant is engaged in any Project(s) on the Agreement expiration date, then this Agreement shall remain in effect until completion or termination of said Project(s). New Work Orders shall not be issued after the expiration date. 2.02 SCOPE OF SERVICES The Consultant agrees to provide the Services as specifically described and under the special terms and conditions set forth in Attachment A, Scope of Work hereto (to be determined), which is incorporated into and made a part of this Agreement. 2.03 COMMUNITY BUSINESS ENTERPRISE ("CBE") PARTICIPATION REQUIREMENTS ORDINANCE 13331, codified as Section 18-87(p), City Code. Prospective Firms must adhere to the following requirements: 1) Assign a minimum of fifteen percent (15%) of the contract value to firms currently certified by Miami -Dade County as a Community Business Enterprise ("CBE"); 2) Place a specific emphasis on utilizing local small businesses from within the City's municipal boundaries. For information on the City's CBE requirements, visit the Office of Capital Improvements (OCI) website at: http://www.miamigov.com/CITP/forms.html 2.04 COMPENSATION 2.04-1 Compensation Limits The amount of compensation payable by the City to the Consultant shall generally be a lump sum not to exceed fee, based on the rates and schedules established in Attachment B, Compensation and Payments, hereto, which is incorporated into this Agreement; provided, however, that in no event shall the amount of compensation exceed (total value of award to be mutually agreed upon following completion of Phase 1 services, and prior to the start of Phase 2 services) in total over the term of the Agreement and any extension(s), unless explicitly approved by action of the City Commission or City Manager, as applicable, and put into effect by written amendment to this Agreement. Said fee is comprised of a fee for Basic Services of $00,000.00, plus $00,000.00 for Additional Services and $00,000.00 for Reimburseable Expenses. The City may, in its sole and absolute discretion use other compensation methodologies. The Work may never exceed the limitations provided in Section 287.055, Florida Statutes. 2.04-2 Payments Unless otherwise specifically provided in Attachment B, Compensation and Payments, payment shall be made in accordance with Florida Statute Chapter 218, Part VII, Local Government Prompt Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to constitute a "proper invoice" as defined by Section 218.72 (1), Florida Statutes, and to allow a proper audit of expenditures, should the City require one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bills for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. The Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 10 PROFESSIONAL SERVICES AGREEMENT Consultant shall utilize Attachment B, Schedule B2 - Consultant Invoice, for the submission of invoices. ARTICLE 3 PERFORMANCE 3.01 PERFORMANCE AND DELEGATION The Services to be performed hereunder shall be performed by the Consultant's own staff or approved Subconsultants, unless otherwise provided in this Agreement, or as approved, in writing, by the City. Any such approval shall not be construed as constituting an agreement between the City and any other person or firm. 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL Director or designee may make written request to the Consultant for the prompt removal and replacement of any personnel employed or retained by the Consultant, or any SubconsultantlSubcontractor, or any personnel of any such SubconsultantlSubcontractor engaged by the Consultant to provide and perform services or Work pursuant to the requirements of this Agreement. The Consultant shall respond to the City within fourteen (14) calendar days of receipt of such request with either the removal and replacement of such personnel or written justification as to why that may not occur. All decisions involving personnel will be made by the Consultant. Such request shall solely relate to said employees working under this Agreement. 3.03 CONSULTANT KEY STAFF The parties acknowledge that the Consultant was selected by the City, in part, on the basis of qualifications of particular staff identified in the Consultant's response to the City's solicitation, hereinafter referred to as "Key Staff." Consultant shall ensure that Key Staff are available for Work hereunder as long as said Key Staff is in the Consultant's employ. Consultant will obtain prior written acceptance of Director or designee to change Key Staff. Consultant shall provide Director, or designee with such information as necessary to determine the suitability of proposed new Key Staff. Director will act reasonably in evaluating Key Staff qualifications. Such acceptance shall not constitute any responsibility or liability for the individual's ability to perform. 3.04 TIME FOR PERFORMANCE Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed issued by the Director or designee and to complete each assignment, task or phase within the time stipulated in the Notice to Proceed. Time is of the essence with respect to performance of this Agreement. A reasonable extension of the time for completion of various assignments, tasks or phases may be granted by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be cause for any claim by the Consultant for extra compensation. 3.05 STANDARD OF CARE Consultant is solely responsible for the technical accuracy and quality of their Services. Consultant shall perform all Services in compliance with Florida Administrative Code Rule 61G15-19.001(4) and Section 471.033(1) of the Florida Statutes, as amended. Consultant shall perform due diligence, in accordance with standard of care in the community, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy and coordination of all design, drawings, specification, and other Services furnished by the Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors, omissions, andlor deficiencies in its designs, drawings, specification or other Services. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting wholly from any errors, omissions, and/or deficiencies in its designs, drawings, specification or other Services. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 11 PROFESSIONAL SERVICES AGREEMENT ARTICLE 4 SUBCONSULTANTS 4.01 GENERAL 4.01-1 A Subconsultant, as defined in Article 1.28, is a firm identified as part of the consulting team in the competitive selection process by which the Consultant was chosen to perform the Services under this Agreement, and as such, is identified and listed in Attachment A, Schedule Al, Su bconsultants/Subcontractors, attached hereto and incorporated by reference. 4.01-2 A Specialty Subconsultant is a person or organization that has, with the consent of the Director, entered into a written agreement with the Consultant to furnish unique and specialized professional services necessary for a project or task described under Additional Services. Such Specialty Subconsultant shall be in addition to those identified in Attachment A, Schedule Al, Subconsultants/Subcontractors. 4.02 SUBCONSULTANT RELATIONSHIPS 4.02-1 All Services provided by the Subconsultants shall be performed pursuant to appropriate written agreements between the Consultant and the Subconsultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the City and the Subconsultants. The Consultant acknowledges that the Subconsultants are entirely under its direction, control, supervision, retention and/or discharge. 4.03 CHANGES TO SUBCONSULTANT The Consultant shall not add, modify, or change any Subconsultant identified in Attachment A - Schedule Al, Subconsultants/Subcontractors without prior written approval by the Director or designee, in response to a written request from the Consultant stating the reasons for any proposed substitution. ARTICLE 5 DEFAULT 5.01 GENERAL If the Consultant fails to comply with any material term or condition of this Agreement, or fails to perform any of its material obligations hereunder, then the Consultant shall be in default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, upon written notice to the Consultant and a seven (7) day opportunity to fully cure the condition giving rise to the default, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to the Consultant while the Consultant was in default shall be immediately returned to the City. The Consultant understands and agrees that termination of this Agreement under this section shall not release the Consultant from any obligation accruing prior to the effective date of termination. In the event of termination due to default, in addition to the foregoing, the Consultant shall be liable to the City for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. In the event of Default, the City may also suspend or withhold reimbursements from the Consultant until such time as the actions giving rise to default have been cured. 5.02 CONDITIONS OF DEFAULT A finding of Default and subsequent termination for cause may include, without limitation, any of the following: 5.02-1 The Consultant fails to obtain or maintain the professional engineering certification/ licensure, insurance or bonding herein required. 5.02-2 The Consultant fails to comply, in a substantial or material sense, with any of its duties under this Agreement, with any terms or conditions set forth in this Agreement or in any agreement it has with the City, beyond the specified period allowed to cure such default. 5.02-3 The Consultant fails to commence the Services within the time provided or contemplated herein, or fails to complete the Work in a timely manner, as required by this Agreement, subject to any reasonable extensions of time. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFD. 16-17-003 12 PROFESS&ANAL SERVICES AGREEMENT TIME TO CURE DEFAULT; FORCE MAJEURE The City through the Director or designee shall provide written notice to the Consultant as to a finding of default, and the Consultant shall take all necessary action to cure said default within seven (7) days after which time the City may terminate the Agreement. If the Default has not been corrected by the Consultant within the time specified the Agreement shall be automatically terminated on the last day of the time stipulated in said notice, without the necessity of any further action by the City. Should any such failure on the part of the Consultant be due to a condition of Force Majeure as that term is interpreted under Florida law, or as direct and proximate result of the negligent acts or omissions of City, then the City may allow an extension of time reasonably commensurate with the cause of such failure to perform or cure. ARTICLE 6 TERMINATION OF AGREEMENT 6.01 CITY'S RIGHT TO TERMINATE The City, including the Director or designee, has the right to terminate this Agreement for any reason or no reason, upon ten (10) days' written notice to the Consultant. Upon termination of this Agreement, all charts, sketches, studies, drawings, and other documents, including all electronic copies related to Work authorized under this Agreement, whether finished or not, must be turned over to the Director or designee. The Consultant shall be paid in accordance with provisions of Attachment B, Compensation and Payments provided that said documentation is turned over to Director or authorized designee, within ten (10) business days of termination. Failure to timely deliver the documentation shall be cause to withhold any payments due without recourse by the Consultant until all documentation is delivered to the Director or designee. 6.01-1 The Consultant shall have no recourse or remedy from any termination made by the City except to retain the fees, and allowable costs or reimbursable expenses, earned compensation for the Services that were performed in compliance with the Agreement, as full and final settlement of any claim, action, demand, cost, charge or entitlement it may have, or will, have against the City, its officials or employees. 6.02 CONSULTANT'S RIGHT TO TERMINATE The Consultant shall have the right to terminate this Agreement, in writing, following breach by the City, if breach of contract has not been corrected within sixty (60) days from the date of the City's receipt of a written statement from the Consultant specifying breach of its duties, under this Agreement. 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Consultant any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. ARTICLE 7 DOCUMENTS AND RECORDS 7.01 OWNERSHIP OF DOCUMENTS All tracings, plans, drawings, specifications, maps, computer files, and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived there from, including all electronic digital copies will be considered works made for hire and will, based on incremental transfer wherein the above shall become the property of the City upon payments made to the Consultant or termination of the Agreement without restriction or limitation on their use, and will be made available, on request, to the City at any time during the performance of such services and/or upon completion or termination of this Agreement. The Consultant shall not copyright any material and products or patent any invention developed under this Agreement. The City shall have the right to visit the site for inspection of the work and the products of the Consultant at any time. The Consultant shall be permitted to retain copies, including reproducible copies, solely for information, reference and display, and marketing in connection with the City's use and occupancy of the Project. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 13 PROFESSIONAL SERVICES AGREEMENT 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure of the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director or designee within ten (10) days of cancellation, or within ten (10) days of request by the City, shall be just cause for the City to withhold payment of any fees due the Consultant until the Consultant delivers all such documents. The Consultant shall have no recourse from these requirements. 7.03 REUSE BY CITY It is understood that all Consultant agreements and/or Work Orders for new work, will include the provision for the re -use of plans and specifications, including construction drawings, at the City's sole option, and by virtue of signing this Agreement, the Consultant agrees to such reuse in accordance with this provision without the necessity of further approvals, compensation, fees or documents being required and without recourse for such re -use. The Consultant will not be liable for re -use by the City of plans, documents, studies, or other data for any purpose other than that intended by the terms and conditions of this Agreement. 7.04 NONDISCLOSURE To the extent allowed by law, the Consultant agrees not to divulge, furnish ,or make available to any third person, firm or organization, without Director or authorized designee's prior written consent, or unless incident to the proper performance of the Consultant's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by the Consultant hereunder, and the Consultant shall require all of its employees, agents, Subconsultants, and Subcontractors to comply with the provisions of this paragraph. 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS The Consultant will keep adequate records and supporting documentation, which concern or reflect its services hereunder. Records subject to the provisions of the Public Records Law, Florida Statutes Chapter 119, shall be kept in accordance with the applicable statutes. Otherwise, the records and documentation will be retained by the Consultant for a minimum of three (3) years from the date of termination of this Agreement, or the date the Project is completed, whichever is later. The City, or any duly authorized agents or representatives of the City, shall have the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the three (3) year period noted above; provided, however such activity shall be conducted only during normal business hours. Consultant shall additionally comply with Section 119,0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; 3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer, at no cost, to the City all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public records to the City in a format compatible with the City's information technology systems. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 14 PROFESSIONAL SERVICES AGREEMENT 7.06 E-VERIFY Consultant shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Consultant during the term of the Contract and shall expressly require any Subconsultant performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment ARTICLE 8 INDEMNIFICATION The Consultant shall indemnify, defend, at its own cost and expense, and hold harmless the City, its officers, agents, directors, and/or employees, from liabilities, damages, losses, judgments, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Consultant and persons employed or utilized by Consultant in the performance of this Contract. Consultant shall, further, hold the City, its officials and/or employees, harmless for, and defend the City, its officials and/or employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, even if it is alleged that the City, its officials and/or employees were negligent. These indemnifications shall survive the term of this Agreement. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Consultant shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Consultant, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate the Consultant to defend, at its own expense, to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City whether performed by the Consultant, or persons employed or utilized by Consultant. This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Section 725.06 and/or Section 725.08, Florida Statutes, as applicable. The Consultant shall require all Subconsultant agreements to include a provision that they will indemnify the City. The Consultant agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Consultant in which the City participated either through review or concurrence of the Consultant's actions. In reviewing, approving or rejecting any submissions by the Consultant or other acts of the Consultant, the City in no way assumes or shares any responsibility or liability of the Consultant or Subconsultant, under this Agreements. Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Consultant. ARTICLE 9 INSURANCE The Consultant shall not start Services under this Agreement until the Consultant has obtained all insurance required hereunder, and the City's Risk Manager or authorized designee, has approved such insurance. 9.01 COMPANIES PROVIDING COVERAGE All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and satisfactory to the Risk Administrator or authorized designee. All companies shall have a Florida resident agent and be rated at least A(X), pursuant to A.M. Best Company's Key Rating Guide, latest edition. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 15 PROFESSIONAL SERVICES AGREEMENT 9.02 VERIFICATION OF INSURANCE COVERAGE The Consultant shall furnish certificates of insurance to the Risk Administrator for review and approval prior to the execution of this Agreement. The certificates shall clearly indicate that the Consultant has obtained insurance of the type, amount and classification required by these provisions, in excess of any pending claims, at the time of award to the Consultant. The Consultant shall maintain coverage with equal or better rating as identified herein for the term of this Agreement. The Consultant shall provide written notice to the Risk Administrator of any material change, cancellation and/or notice of non -renewal of the insurance, within thirty (30) days of the change. The Consultant shall furnish copies of insurance policies pertaining to this Agreement to City's Risk Administrator within ten (10) days of written request. 9.03 FORMS OF COVERAGE 9.03-1 COMMERCIAL GENERAL LIABILITY The Consultant shall maintain commercial general liability coverage with limits of at least $1,000,000 per occurrence, $2,000,000 aggregate for bodily injury and property damage. The coverage shall include Premises and Operations, Contingent and Contractual Liability, and Products and Completed Operations, with additional endorsements as applicable. The coverage shall be written on a primary and non-contributory basis with the City listed as an additional insured as reflected by endorsement CG 2010 11/85 or its equivalence. Notice of cancellation should read (30) days, (10) days for nonpayment. 9.03-2 BUSINESS AUTOMOBILE The Consultant shall provide business automobile liability coverage including coverage for all owned, hired and non -owned autos with a minimal combined single limit of $1,000,000 naming the City as an additional insured with respect to this coverage. Notice of cancellation should read (30) days, (10) days for nonpayment. 9.03-3 PROFESSIONAL LIABILITY INSURANCE The Consultant shall maintain Professional Liability Insurance including Errors and Omissions coverage in the minimum amount of $1,000,000 per claim, $1,000,000 aggregate providing for all sums which the Consultant shall be legally obligated to pay as damages for claims arising out of the services performed by the Consultant or any person employed by the Consultant in connection with this Agreement. Unless specifically accepted by Risk Administrator, deductible shall not exceed 10%. This insurance shall be maintained for at least one year after completion of the construction and acceptance of any Project covered by this Agreement. 9.03-4 WORKERS' COMPENSATION INSURANCE The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000 per occurrence. 9.03-5 SUBCONSULTANT COMPLIANCE The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles or other insurance obligations by providing a thirty (30) day written notice to the Consultant in accordance with Article 10.06, Notices herein. The Consultant shall comply with such requests unless the insurance coverage is not then readily available in the national market, and may request additional consideration from the City accompanied by justification. ARTICLE 10 MISCELLANEOUS 10.01 AUDIT RIGHTS; INSPECTION The City reserves the right to audit the Consultant's accounts during the performance of this Agreement and for three (3) years after final payment under this Agreement. The Consultant agrees to furnish copies of any records necessary, in the opinion of the Director, to approve any requests for payment by the Consultant. The inspection and audit provisions provided for City contracts set forth in §18-101 and § 18- Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFC 16-17-003 16 PROFESSIONAL SERVICES AGREEMENT 102, City Code, are applicable to this Agreement and are deemed as being incorporated by reference herein. 10.02 ENTIRE AGREEMENT This Agreement, as it may be amended from time to time, represents the entire and integrated Agreement between the City and the Consultant and supersedes all prior negotiations, representations or agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach of any provision of this Agreement. 10.03 SUCCESSORS AND ASSIGNS The performance of this Agreement shall not be transferred pledged, sold, delegated or assigned, in whole or in part, by the Consultant, without the written consent of the City, acting by and through its City Commission. It is understood that a sale of the majority of the stock or partnership shares of the Consultant, a merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions that would constitute an assignment or sale hereunder requiring prior City approval. The Consultant's services are unique in nature and any assignment, sale, transference without City Commission approval shall be cause for the City to cancel this Agreement. The Consultant shall have no recourse from such cancellation, but shall be entitled to compensation for authorized Work satisfactorily completed up to the date of termination. The City may require bonding, other security, certified financial statements and tax returns from any proposed Assignee and the execution of an Assignment/ Assumption Agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. The Consultant and the City each binds one another, their partners, successors, legal representatives and authorized assigns to the other party of this Agreement and to the partners, successors, legal representatives and assigns of such party in respect to all covenants of this Agreement. 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of Notice to Proceed. The original Project price and any addition thereto will be adjusted to exclude any significant sums by which the City determines the project price was increased due to inaccurate, incomplete or non -current wage rates and other factual unit costs. All such price adjustments will be made within one (1) year following the end of the Project. 10.05 APPLICABLE LAW AND VENUE OF LITIGATION This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this Agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of the Consultant's duties to indemnify the City, under Article 8 herein, where the Consultant shall pay the City's reasonable attorney's fees. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by registered United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice: For City of Miami: Annie Perez, CPPO, Director Department of Procurement City of Miami 444 S.W. 2nd Avenue, - 6th Floor Miami, Florida 33130-1910 Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16.17-003 17 PROFESSIONAL SERVICES AGREEMENT Email: annieperez([�miamigov.com Phone: 305-416-1910 Victoria Mendez City Attorney Office of the City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130-1910 Email: victoriamendezmiamigov.com Phone: 305-416-1832 With Copies to: Francisco Garcia, Director Planning and Zoning Department City of Miami 444 S.W. 2nd Avenue, - 3rd Floor Miami, Florida 33130-1910 Email: fgarciaRmiamigov.com Phone: 305-416-1400 For Consultant: (TBD) 10.07 INTERPRETATION The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of strict construction shall be applied against either party hereto. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all of the subsections of such Section, unless the reference is made to a particular subsection or subparagraph of such Section or Article. 10,08 JOINT PREPARATION Preparation of this Agreement has been a joint effort of the City and the Consultant and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other. 10.09 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given effect. 10.10 MEDIATION - WAIVER OF JURY TRIAL In an effort to engage in a cooperative effort to resolve conflict which may arise during the course of the design and/or construction of the subject project(s), and/or following the completion of the Projects(s), the parties to this Agreement agree all disputes between them shall be submitted to non -binding mediation prior to the initiation of litigation, unless otherwise agreed in writing by the parties. A certified Mediator, who the parties find mutually acceptable, will conduct any Mediation Proceedings in Miami -Dade County, State of Florida. The parties will split the costs of a certified mediator on a 50/50 basis. The Consultant agrees to include such similar contract provisions with all Subconsultants and/or independent contractors and/or Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17.003 18 PROFESSIONAL SERVICES AGREEMENT the Consultants retained for the Project(s), thereby providing for non -binding mediation as the primary mechanism for dispute resolution. Each party will bear their own attorney's fees. In an effort to expedite the conclusion of any litigation the parties voluntarily waive their right to jury trial or to file permissive counterclaims in any action arising under this Agreement. 10.11 TIME Time is of the essence in this Agreement. 10.12 COMPLIANCE WITH LAWS The Consultant shall comply with all applicable laws, codes, ordinances, rules, regulations and resolutions including, without limitation, the Americans with Disabilities Act ("ADA"), as amended, and all applicable guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement. The Consultant represents and warrants that there shall be no unlawful discrimination as provided by law in connection with the performance of this Agreement. 10.12-1 NON-DISCRIMINATION The City warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Consultant's performance under this Agreement on account of race, color, gender, religion, age, disability, marital status or national origin. The Consultant further covenants that no otherwise qualified individual shall, solely by reason of their race, color, gender, religion, age, disability, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 10.12-2 OSHA COMPLIANCE The Consultant warrants that it will comply with all safety precautions as required by federal, state or local laws, rules, regulations and ordinances. The City reserves the right to refuse the Consultant access to City property, including project jobsites, if the Consultant employees are not properly equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non- compliance with safety regulations is exhibited by the Consultant. 10.12-3 ADA COMPLIANCE The Consultant shall affirmatively comply with all applicable provisions of the ADA in the course of providing any work, labor or services funded by the City, including Titles I & II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, the Consultant shall take affirmative steps to ensure nondiscrimination in the employment of disabled persons. 10.13 NO PARTNERSHIP The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise between the parties. The Consultant has no authority to bind the City to any promise, debt, default, or undertaking of the Consultant. 10.14 DISCRETION OF DIRECTOR Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of the Director or authorized designee. 10.15 RESOLUTION OF CONTRACT DISPUTES The Consultant understands and agrees that all disputes between it and the City, based upon an alleged violation of the terms of this Agreement by the City, shall be submitted for resolution in the following manner. The initial step shall be for the Consultant to notify the Project Manager in writing, of the dispute and submit a copy to the City's personnel identified in Article 10.06, Notices. Should the Consultant and the Project Manager fail to resolve the dispute, the Consultant shall submit their dispute in writing, with all supporting documentation to the Director, as identified in Article 10.06, Notices. Upon receipt of said notification, the Director shall review the issues relative to the dispute, and issue a written finding. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 19 PROFESSIONAL SERVICES AGREEMENT Should the Consultant and the Director fail to resolve the dispute, the Consultant shall submit their appeal of the Director's written finding, in writing, within ten (10) calendar days, to the Procurement Director, as identified in Article 10.06, Notices. Failure by the Consultant to submit such appeal of the Director's written finding, shall constitute acceptance of the finding by the Consultant. Upon receipt of the Consultant's appeal, the Procurement Director shall review the issues relative to the dispute and issue a written finding. The Consultant must submit any further appeal, in writing, within ten (10) calendar days to the City Manager. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Appeal to the City Manager for their resolution is required prior to the Consultant being entitled to seek judicial relief in connection therewith. Should the amount of compensation hereunder exceed $500,000.00, the City Manager's decision shall be ratified or dismissed by City Commission. The Consultant shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by City Commission, as applicable, or; (ii) a period of sixty (60) days has expired after submitting to the City Manager a detailed statement of the dispute, accompanied by supporting documentation, or ; (iii) a period of ninety (90) days has expired where the City Manager's decision is subject to City Commission ratification, or; (iv) The City has waived compliance with the procedure set forth in this section by written instrument(s) signed by the City Manager. 10.16 INDEPENDENT CONTRACTOR The Consultant has been procured and is being engaged to provide services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, the Consultant shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. The Consultant further understands that Florida Workers' Compensation benefits available to employees of the City are not available to the Consultant, and agrees to provide workers' compensation insurance for any employee or agent of the Consultant rendering services to the City under this Agreement. 10.17 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon a thirty (30) day notice. However, Consultant is entitled to full payment for all authorized Work satisfactorily completed prior to the date of termination and no more. 10.18 THIRD PARTY BENEFICIARY The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a third party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement. 10.19 ADDITIONAL TERMS AND CONDITIONS No additional terms and conditions included with the solicitation response shall be evaluated or considered, and any and all such additional terms and conditions shall have no force or effect and are inapplicable to this solicitation. If submitted either purposely, through intent or design, or inadvertently, appearing separately in transmittal letters, specifications, literature, price lists or warranties, it is understood and agreed that the General and Special Conditions in this solicitation are the only conditions applicable to this solicitation and that the bidder's/proposer's authorized signature affixed to the bidder's/proposer's acknowledgment form attests to this. If a PSA or other Agreement is provided by the City and included in this solicitation no additional terms or conditions which materially or substantially vary, modify or alter the terms or conditions of the Agreement, in the sole opinion and reasonable discretion of the City will be considered. Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or other Agreement. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFC} 16-17-003 20 PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST: Consultant, (TBD) Signature Signature Print Name, Title Print Name, Title of Authorized Officer or Official ATTEST: (Corporate Seal) Consultant Secretary (Affirm Consultant Seal, if available) ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida Todd B. Hannon, City Clerk Daniel J. Alfonso, City Manager APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM AND REQUIREMENTS: CORRECTNESS: Ann Marie Sharpe, Director Victoria Mendez, City Attorney Risk Management Department Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 21 PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) HEREBY CERTIFY that at a meeting of the Board of Directors of , a corporation organized and existing under the laws of the State of , held on the day of , a resolution was duly passed and adopted authorizing (Name) as (Title) of the corporation to execute agreements on behalf of the corporation and providing that his/her execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation, l further certify that said resolution remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this , day of 20 Secretary: Print: CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) I HEREBY CERTIFY that at a meeting of the Board of Directors of , a partnership organized and existing under the laws of the State of , held on the day of , a resolution was duly passed and adopted authorizing (Name) as (Title) of the partnership to execute agreements on behalf of the partnership and provides that his/her execution thereof, attested by a partner, shall be the official act and deed of the partnership. I further certify that said partnership agreement remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this , day of 20 Partner: Print: Names and addresses of partners: Name Street Address City State Zip Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 27 PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this bid is authorized to sign bid documents on behalf of the joint venture. If there is no joint venture agreement each member of the joint venture must sign the bid and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) , individually and doing business as (d/b/a) (If Applicable) have executed and am bound by the terms of the Agreement to which this attestation is attached. IN WITNESS WHEREOF, I have hereunto set my hand this day of , 20_ Signed: Print: NOTARIZATION STATE OF ) )SS: COUNTY OF The foregoing instrument was acknowledged before me this day of 20 , by , who is personally known to me or who has produced as identification and who (did / did not) take an oath. SIGNATURE OF NOTARY PUBLIC STATE OF FLORIDA PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 23 PROFESSfONAL SERVICES AGREEMENT ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL Urban design and landscape architecture/engineering services shall include, but are not limited to, complete planning, permitting, design services, biological and environmental assessments of coastal areas, bathometric and upland surveys, geotechnical, options evaluations, public meetings, detailed assessments and recommendations, cost estimates, opinions of probable construction cost, review of Work prepared by Subconsultants and other consultants, field investigations and observations, post design services, construction administration, and other related Services as needed to complete the Project. These Services may be provided for the following disciplines, shoreline stabilization, dock design, dredging, and modifications to existing marinas as well as other applicable urban design, landscape, and engineering related work. Consultant shall provide comprehensive urban design, landscape architecture, and engineering services for the Project for which Consultant was selected in accordance with Section 287.055 Florida Statutes, as amended, Consultants' Competitive Negotiations Act (CCNA). A1.01 SCOPE OF SERVICES Consultant shall provide Professional Services in accordance with all applicable law, building and environmental regulations, including the Florida Building Code and the City of Miami, Florida, Code of Ordinances, and as set forth in this Agreement and further enumerated in a Work Orders and FDOT's latest version of the Construction Project Administration Manual, if applicable. Consultant may be required to perform all or some of the Services presented in this Agreement, depending on the needs of the City for the Project. Consultant shall furnish, as Basic Services, comprehensive urban design, landscape architecture, and engineering professional services for the Project. The City will phase the Work required to complete the Project so that the Project is designed and constructed in the most logical, efficient, and cost effective manner. The Consultant shall be directed to proceed with each phase of the Project through the use of Work Orders Proposals and Work Orders. A1.02 WORK ORDERS A1.02-1 PROCEDURES When Department has determined that a specific phase of the Project is to proceed, the Director or authorized designee will request in writing, a Work Order Proposal from the Consultant based on the proposed Scope of Services provided to the Consultant in writing by the Director or designee. The Consultant and Director or designee, and others if appropriate, may have preliminary meetings, if warranted, to further define the Scope of Services and to resolve any questions. The Consultant shall then prepare a Work Order Proposal following the format provided by the City, indicating the proposed Scope of Services, time of performance, staffing, proposed fees, Subconsultants, and deliverable items and/or documents. The Director or authorized designee may accept the Work Order Proposal as submitted, reject the Work Order Proposal, or negotiate revisions to the Work Order Proposal. Upon acceptance of a Work Order Proposal, Department will prepare a Work Order that will be reviewed by Department staff and the Director or authorized designee. Upon approval, Department will issue a written Notice to Proceed subsequent to approval of the Work Order by the Director or authorized designee. ARTICLE A2 BASIC SERVICES Consultant agrees to provide urban design/landscape architecture/engineering services as set forth in the tasks enumerated hereinafter, in accordance with Florida Statute 481.311, latest edition, all Federal, State, County and City of Miami Laws, Codes and Ordinances. Consultant shall maintain an adequate staff of qualified personnel on the Work at ail times to ensure its performance as specified in the Agreement. Consultant shall submit one (1) electronic set of all documents and seven (7) copies of documents required under Article A2, without additional charge, for review and approval by City. Consultant shall not proceed with the next task of the Work until the documents have been approved, in writing, by City, and a Notice to Proceed with the next task has been issued by City. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 24 PROFESSIONAL SERVICES AGREEMENT Consultant is solely responsible for the accuracy and quality of their Work. Consultant shall perform all Work in compliance with Florida Administrative Code Rule 61G15-19A01(4) and Section 471.033(1) (g) of the Florida Statutes. Consultant shall perform due diligence, in accordance with the standard of care in the community, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy and coordination of all design, drawings, specification, and other Services furnished by the Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specification or other Services. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in their designs, drawings, specification or other Services. A2.01 DEVELOPMENT OF OBJECTIVES A2.01-1 Consultant shall confer with representatives from the City, the Project Manager, and other jurisdictional agencies to develop several options for how the various elements of the Project will be designed and constructed. A2.01-2 Consultant shall, utilizing a compilation of available documentation, confer with representatives from the City, the Project Manager, and other jurisdictional agencies in order to comprehensively identify aspects of the completed facility program that may require further refinement to attain the requisite detail of design development required to begin the creation of Construction Documents. For clarity of scope, the items that need further development will be called Conceptual and the remaining items will be called Designs. A2.01-3 Consultant shall prepare written descriptions of the various options and shall participate in presentations to multiple groups explaining alternative options. Sufficient detail shall be provided to support the presentation materials. A2.01-4 Consultant shall hire the appropriate SubconsultantiSubcontractor to provide urban design, landscape architecture and engineering services which are not in-house. Surveys shall include the location of all site structures including all utility structures and facilities. Consultant shall also engage a soil testing firm to perform soil borings and other tests required for new construction Work. The extent to which this Work will be needed shall be based on the surveying and soil borings performed previously by the City. Cost of the surveyor and soil engineering firm shall be billed as reimbursable expenses. A2.02 SCHEMATIC DESIGN PHASE A2.02-1 Schematic Design 1. Consultant shall prepare and present, in writing and at an oral presentation if requested, for approval by City, a Design Concept and Schematics Report, comprising Schematic Design Studies, including an identification of any special requirement affecting the Project, a Statement of Probable Construction Cost, Project Development Schedule and review of Constructability Review reports. 2. Schematic Design Studies consist of site plan(s), landscape and hardscape plans, floor plans (where applicable), elevations, sections, and all other elements required by City or Project Manager to show the scale and relationship of the components and design concepts of the whole. The floor plans and landscape and hardscape plans may be single -line diagrams. A simple perspective rendering or sketch, model or photograph thereof may be provided to further show the design concept. 3. A Statement of Probable Construction Cost, prepared in Construction Standard Index (CSI) format, to include a summary of the estimated project cost and an evaluation of funding allocation. Such summary shall be in sufficient detail to identify the costs of each element and Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 25 PROFESSIONAL SERVICES AGREEMENT include a breakdown of the fees, general conditions and construction contingency. Such evaluation shall comprise a brief description of the basis for estimated costs per each element and similar project unit costs. Costs shall be adjusted to the projected bid date. Recommendations for reducing the scope of the Project in order to bring the estimated costs within allocated funds, in the event that the statement of Probable Construction Costs exceeds allocated funds, Consultant shall update its documentation, at no additional cost to the City, to reflect this reduced scope. Any "Statement of Probable Construction Costs" prepared by Consultant represents a reasonable estimate of cost in Consultant's best judgment as a professional familiar with the local construction industry. 4. The Project Development Schedule shall show the proposed completion date of each task of the Project through design, bidding, and post design services. 5. Constructability Review reports shall be conducted by the City and/or its consultants at design stages deemed necessary by the Project Manager. The Consultant shall provide five additional deliverable plan sets for distribution, by the City, to others for this purpose. There shall be an established deadline for review report submission back to the City. The Consultant shall provide written responses to all comments within two weeks and shall maintain files of all related review reports and response reports. If necessary, the City may coordinate Constructability Review meetings with some or all of the reviewers with the Consultant present to discuss specific issues. In addition to the Constructability Review process, the City reserves the right to conduct a Peer Review of the project documents at any design stage. Cost of such a Peer Review would be borne by the City. Any findings as a result of said Peer Review would be addressed by the Consultant, and if requested by the City, would be incorporated into the design documents, at no additional cost to the City and no extension of time to the schedule. A2.03 DESIGN DEVELOPMENT PHASE From the approved Schematic Design documents, Consultant shall prepare for approval by City, separate Design Development Documents, updated Project Development Schedules, updated Statements of Probable Construction Costs and a review of Constructability Review reports. 1. The Design Development Documents shall consist of drawings (site plans, floor plans, elevations, sections), outline specifications, and other documents. 2. Design Development consists of continued development and expansion of architectural and/or civil Schematic Design documents to establish the final scope, relationships, forms, size, and appearance of each element through: 2.1 Plan sections and elevations 2.2 Typical construction details 2.3 Final materials selection 2.4 Construction phasing plan 3. The updated Development Schedules shall show the proposed completion dates of each milestone of each Project through design, bidding, construction and proposed date of occupancy. Consultant will also detail all long lead procurement items and architecturally significant equipment that will need to be purchased prior to the completion of Construction Documents. 4. Provide updated Statements of Probable Construction Cost. If either statement of Probable Construction Cost exceeds allocated funds, Consultant shall prepare recommendations for reducing the scope of that particular Project in order to bring the estimated costs within allocated funds. Consultant shall update its documentation, at no additional cost to the City, to reflect this reduced scope. 5. Constructability Review reports A2.04 CONSTRUCTION DOCUMENTS From the approved Design Development Documents, Consultant shall prepare for written approval by City, Final Construction Documents setting forth all design drawings and specifications needed to comprise a fully biddable, permittable, constructible Project. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 26 PROFESSIONAL SERVICES AGREEMENT Consultant shall produce 30%, 60%, 90% and Final Construction Documents for review and approval by City, which shall include the following: 1. A Drawing Cover Sheet listing an index of all number of drawings by each discipline. Drawings not included in the 30%, 60%, 90% and Final Construction Documents review shall be noted. Consultant shall attach an index of all anticipated drawing sheets necessary to fully define the Project. 2. The updated Project Development Schedule to include an outline of major construction milestone activities and the recommended construction duration period in calendar days. 3. An updated Statement of Probable Construction Cost in CSI format. 4. Consultant may also be authorized to include in the Construction Documents approved additive and/or deductive alternate bid items, to permit City to award a Construction Contract within the limit of the budgeted amount. 5. A Project Specifications Index and Project manual with at least 30%, 60%, 90% and Final Construction Documents of the Specifications completed. Documents submittal shall also include all sections of Divisions "0°' and "1." 6. Consultant shall include, and will be paid for, City -requested alternates outside of the established Project scope or that are not constructed due to a lack of funds. No fee will be paid by City in connection with alternates required by the failure of Consultant to design the Project within the fixed limit of Construction Cost. 7. Consultant shall not proceed with further construction document development until approval of the 30% documents is received in writing from City. Approval by City shall be for progress only and does not relieve Consultant of its responsibilities and liabilities relative to code compliance and to other covenants contained in this Agreement. Consultant shall resolve all questions indicated on the documents and make all changes to the documents necessary in response to the review commentary. The 30% documents review (check) set shall be returned to City upon submission of 60% complete Construction Documents and Consultant shall provide an appropriate response to all review comments noted on these previously submitted documents. Of the seven (7) copies to be provided, the Consultant shall submit four (4) full size copies of the drawings and specifications, and one digital copy in .pdf format. A2.04-1 Maximum Cost Limit Prior to authorizing the Consultant to proceed with preparation of Construction Document Development, the City shall establish and communicate to the Consultant, a maximum sum for the cost of construction of the Project ("Maximum. Cost Limit"). If the City has not advertised for bids within ninety (90) days after the Consultant submits the Final Design to the City, the estimate of the cost of construction shall be adjusted by Consultant. Notwithstanding anything above to the contrary, the City may require the Consultant to revise and modify Construction Documents and assist in the re -bidding of the Work at no additional cost or fee to the City if all responsive and responsible bids received exceed ten (10%) percent of the Maximum Cost Limit. A2.04-2 Dry Run Permitting The Consultant shall file and follow-up for approval of building permits at the earliest practicable time during the performance of the Work, for approval by City, County, State and/or Federal authorities having jurisdiction over the Project by law or contract with the City, and shall assist in obtaining any such applicable certifications of permit approval by such authorities prior to approval by Department of the final set and printing of the Construction Documents. The Consultant shall promptly, at any time during the performance of the Work hereunder, advise the City of any substantial increases in costs set forth in the Statement of Probable Construction Cost that in the opinion of the Consultant is caused by the requirement(s) of such. Upon completion of dry run permitting, Consultant shall provide as part of the seven (7) copies to be submitted, five (5) full size sealed copies of the drawings and specifications. Consultant shall Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 27 PROFESSIONAL SERVICES AGREEMENT also provide digital versions of the drawings in .dwg, .plt, and .pdf formats. The specification additional terms and conditions shall be provided in both .pdf and .doc formats. A2.05 BIDDING AND AWARD OF CONTRACT A2.05-1 Bid Documents Approvals and Printing Upon obtaining all necessary approvals of the Construction Documents, from authorities having jurisdiction, acceptance by the City of the 100% Construction Documents and latest Statement of Probable Construction Cost, the Consultant shall assist the City in obtaining bids, preparing and awarding the construction contract. The City, for bidding purposes, will have the bid documents printed, or, at its own discretion, may authorize such printing as a reimbursable service to the Consultant. A2.05-2 Issuance of Solicitation Documents, Addenda and Bid Opening 1. The City shall issue the solicitation documents to prospective bidders and keep a complete List of Bidders. 2. The Consultant shall assist the City in the preparation of responses to questions if any are required during the bidding period. All addenda, clarifications, and responses shall be issued by the City. 3. The Consultant shall prepare revised plans, if any are required, for the City to issue to all prospective bidders. 4. The City may schedule a "Pre -Bid Conference" on an as needed basis, for the Project. The Consultant shall attend all any pre -bid conference(s) and require attendance of Subconsultants at such meetings. 5. The Consultant will be present at the bid opening, if requested by the City. A2.05-3 Bid Evaluation and Award The Consultant shall assist the City in evaluation of bids, determining the responsiveness of bids and the preparation of documents for Award of a contract. If the lowest responsive base bid received exceeds the total allocated funds for construction, the City may: 1. Approve an increase in the Project cost and award a Contract; 2. Reject all bids and re -bid the Project within a reasonable time with no change in the Project or additional compensation to the Consultant; 3. Direct the Consultant to revise the scope andfor quality of construction, and rebid the Project. The Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost based on such revisions within the Total Authorized Construction Budget. The City may exercise such option where the bid price exceeds 10°/0 of the Fixed Construction Budget provided to the Consultant and as may be modified by the City and the Consultant prior to soliciting bids. 4. Suspend, cancel or abandon the Project. NOTE: Under item 3 above the Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the budgeted amount. A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT A2.06-1 The Construction Phase will begin with the award of the construction contract and will end when the Consultant has provided to the City all post construction documents, including Contractor As - Built drawings, the Consultant's record drawings, warrantees, guarantees, operational manuals, and Certificate(s) of Occupancy have been delivered to the City and the City approves the final payment to the Consultant. During this period, the Consultant shall provide administration of the construction contract as provided by this Agreement, and as provided by law. A2.06-2 The Consultant, as the representative of the City during the Construction Phase, shall advise and consult with the City and shall have the authority to act on behalf of the City to the extent provided in the General Conditions and the Supplementary Conditions of the construction contract and their Agreement with the City. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 28 PROFESSIONAL SERVICES AGREEMENT A2.O6-3 The Consultant and respective Subconsultants shall visit the site to conduct field observations, at a minimum on a weekly basis, and at all key construction events; to ascertain the progress of the Project and shall visit the site as appropriate to conduct field inspections to ascertain the progress of the Project and determine, in general, if the Work is proceeding in accordance with the Contract Documents. The Consultant shall provide any site visits necessary for certification if required by the authorities having jurisdiction. Threshold inspection shall be provided by the Consultant at no additional cost to the City. The Consultant shall report on the progress of the Work, including any defects and deficiencies that may be observed in the Work. The Consultant and/or Subconsultants will not be required to make extensive inspections or provide continuous daily on -site inspections to check the quality or quantity of the Work unless otherwise set forth in this Agreement. The Consultant will be responsible for writing minutes of all meetings and field inspection reports it is asked to attend, as well as the distribution of the minutes. The Consultant and Subconsultants will not be held responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work. The Consultant and their Subconsultants will not be held responsible for the Contractor's or Subcontractors', or any of their agents' or employees' failure to perform the Work in accordance with the contract unless such failure of performance results from the Consultant's acts or omissions. A2.O6-4 The Consultant shall furnish the City with a written report of all observations of the Work made by the Consultant and require all Subconsultants to do same during each visit to the Project. The Consultant shall also note the general status and progress of the Work, on forms furnished by the City, and shall submit them in a timely manner. The Consultant and the Subconsultants shall ascertain that the Work is acceptable to the City. The Consultant shall assist the City in ensuring that the Contractor is making timely, accurate, and complete notations on the "as -built" drawings. Copies of the field reports shall be attached to the monthly Professional Services payment request for construction administration services. The Consultant's failure to provide written reports of all site visits or minutes of meetings shall result in the rejection of payment requests and may result in a proportional reduction in construction administration fees paid to the Consultant. A2.O6-5 1. Based on observations at the site and consultation with the City, the Consultant shall determine the amount due the Contractor based on the pay for performance milestones and shall recommend approval of such amount as appropriate. This recommendation shall constitute a representation by the Consultant to the City that, to the best of the Consultant's knowledge, information and belief, the Work has progressed to the point indicated and that, the quality of the Work is in accordance with the contract and the Contractor is entitled to amount stated on the requisition subject to; 2. A detailed evaluation of the Work for conformance with the contract upon substantial com pletion; 3. The results of any subsequent tests required by the contract; 4. Minor deviations from the contract correctable prior to completion; 5. Any specific qualifications stated in the payment certificate and further that the Contractor is entitled to payment in the amount agreed upon at a requisition site meeting or as stated on the requisition. Prior to recommending payment to the Contractor, the Consultant will prepare a written statement to the City on the status of the Work relative to the Construction Schedule, which shall be attached to the Contractor's requisition. Such statement shall be prepared immediately following the requisition field meeting and shall not be cause for delay in timely payment to the Contractor. By recommending approval of a Payment Certificate, the Consultant shall not be deemed to represent that the Consultant has made any examination to ascertain how and for what purpose the Contractor has used money paid on account of the Construction Contract Sum. A2.06-6 The Consultant shall be the interpreter of the requirements of the Contract Documents and the judge of the performance there under. The Consultant shall render interpretations necessary for the proper execution or progress of the Work upon written request of either the City or the Contractor, and shall render written decisions, within maximum of ten (10) calendar days, on all claims, disputes and Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 29 PROFESSIONAL SERVICES AGREEMENT other matters in question between the City and the Contractor relating to the execution or progress of the Work. Interpretations and decisions of the Consultant shall be consistent with the intent of and reasonably inferable from, the Contract Documents and shall be in written or graphic form. A2,06-7 The Consultant shall have the authority to recommend rejection of Work, which does not conform to the Contract Documents. Whenever, in his/her reasonable opinion, the Consultant considers it necessary or advisable to insure compliance with the Contract Documents, the Consultant will have the authority to recommend special inspection or testing of any Work deemed to be not in accordance with the Contract, whether or not such Work has been fabricated and/or delivered to the Project, or installed and completed. A2.06-8 The Consultant shall promptly review and approve, reject or take action on shop drawings, samples, RFIs and other submissions of the Contractor. Changes or substitutions to the Contract Documents shall not be authorized without concurrence of the City's Project Manager and/or Director of Capital Improvements. The Consultant shall have a maximum of ten (10) calendar days from receipt of shop drawings, samples, RFI's or other submittals by the Contractor, to return the shop drawings or submittals to the Contractor with comments indicating either approval or disapproval. The Consultant shall provide the Contractor with a detailed written explanation as to the basis for rejection. Consultant shall have five (5) calendar days to review contractor payment applications to ensure the City complies with Florida Statute §218.70. A2.06-9 The Consultant shall initiate and prepare required documentation for changes as required by the Consultants own observations or as requested by the City, and shall review and recommend action on proposed changes. Where the Contractor submits a request for Change Order or Change Proposal request, the Consultant shall, within ten (10) calendar days, review and submit to the City, his/her recommendation or proposed action along with an analysis and/or study supporting such recommendation. A2.06-10 The Consultant shall examine the Work upon receipt of the Contractor's request for substantial completion inspection of the Project and shall, prior to occupancy by the City, recommend execution of a "Certificate of Acceptance for Substantial Completion" after first ascertaining that the Project is substantially complete in accordance with the contract requirements. The Consultant shall in conjunction with representatives of the City and the Contractor prepare a punch list of any defects and discrepancies in the Work required to be corrected by the Contractor in accordance with Section 218.735, Florida Statutes. Upon satisfactory completion of the punch list the Consultant shall recommend execution of a "Certificate of Final Acceptance" and final payment to the Contractor. The Consultant shall obtain from the Contractor upon satisfactory completion of all items on the punch list all necessary closeout documentation from the Contractor, including but not limited to all guarantees, operating and maintenance manuals for equipment, releases of liens/claims and such other documents and certificates as may be required by applicable codes, law, and the contract, and deliver them to the City before final acceptance shall be issued to the Contractor. A2.06-11 The Consultant shall monitor and provide assistance in obtaining the Contractor's compliance with the its contract relative to 1) initial instruction of City's personnel in the operation and maintenance of any equipment or system, 2) initial start-up and testing, adjusting and balancing of equipment and systems and 3) final clean-up of the Project to assure a smooth transition from construction to occupancy by the City. A2.06-12 The Consultant shall furnish to the City the original documents, including drawings, revised to "as -built" conditions based on information furnished by the Contractor; survey, and specific condition. In preparing the "as -built" documents the Consultant shall rely on the accuracy of the information provided by the Contractor, including the Contractor's record drawings. Any certifications required under this Agreement including the contents of "as -built" documents are conditioned upon the accuracy of the information and documents provided by the construction contractor. Transfer of changes made by "Change Authorization," "Change Order," "Request for Information," substitution approvals, or other clarifications will be the Consultant's responsibility to incorporate into the "as -built" and record documents. Changes made in the field to suit field conditions, or otherwise made by the Contractor for its convenience shall be marked by the Contractor on the "Field Record Set" and transferred to the Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 30 PROFESSIONAL SERVICES AGREEMENT original contract documents by the Consultant. The original documents as well as the "Field Record Set" shall become the property of the City. A reproducible set of all other final documents will be furnished to the City free of charge by the Consultant. A2.06-13 The Consultant shall review the Contractor's "as built" drawings and submit them to the City upon approval by the Consultant. The Contractor is responsible for preparing the "as built" drawings. A2.06-14 The Consultant shall furnish to the City a simplified site plan and floor plan(s) reflecting "as -built" conditions with graphic scale and north arrow. Plans must show room names, room numbers, overall dimensions, square footage of each floor and all fonts used in the drawings. Two sets of drawings shall be furnished on 24" x 36" sheets and one electronic copy. A2.06-15 The Consultant shall assist the City in the completion of the Contractor's performance evaluation during construction work and upon final completion of the Project. A2.07 TIME FRAMES FOR COMPLETION The following time frames are sequential from the date of the Notice to Proceed. A concurrent project timeline is attached as Schedule A5 (TBD). Development of Objectives TBD during Negotiations Schematic Design TBD during Negotiations Design Development TBD during Negotiations 30% Construction Documents TBD during Negotiations 60% Construction Documents TBD during Negotiations 90% Construction Documents TBD during Negotiations Dry — Run Permitting TBD during Negotiations Final Construction Documents TBD during Negotiations Bidding and award of Construction Contract TBD during Negotiations Construction Contract Administration TBD during Negotiations ARTICLE A3 ADDITIONAL SERVICES A3.01 GENERAL Services categorized below as "Additional Services" may be specified and authorized by the City and are normally considered to be beyond the scope of the Basic Services. Additional Services shall either be identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager and will be compensated for as provided in Article B3.05. A3.02 EXAMPLES Except as may be specified in Schedule A-1 herein, Additional Services may include, but are not limited to the following: A3.02-1 Pre -Design Surveys & Testing: Environmental investigations, site evaluations, or comparative studies of prospective sites. Surveys of the existing structure required to complete as -built documentation are not additional services. A3.02-2 Appraisals: Investigation and creation of detailed appraisals and valuations of existing facilities, and surveys or inventories in connection with construction performed by the City. A3.02-3 Specialty Design: Any additional special professional services not included in the Scope of Work. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 31 PROFESSIONAL SERVICES AGREEMENT A3.02-4 Extended Testing & Training: Extended assistance beyond that provided under Basic Services for the initial start-up, testing, adjusting and balancing of any equipment or system; extended training of the City's personnel in operation and maintenance of equipment and systems, and consultation during such training; and preparation of operating and maintenance manuals, other than those provided by the Contractor, subcontractor, or equipment manufacturer. A3.02-5 Major Revisions: Making major revisions to drawings and specifications resulting in or from a change in Scope of Work, when such revisions are inconsistent with written approvals or instructions previously given by the City and are due to causes beyond the control of the Consultant. (Major revisions are defined as those changing the Scope of Work and arrangement of spaces and/or scheme and/or any significant portion thereof). A3.02-6 Expert Witness: Preparing to serve or serving as an expert witness in connection with any arbitration proceeding or legal proceeding, providing, however, that the Consultant cannot testify against the City in any proceeding during the course of this Agreement. A3.02-7 Miscellaneous: Any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural/engineering practice related to construction A3.03 ADDITIONAL DESIGN The City may, at its option, elect to proceed with additional services relating to the Project. ARTICLE A4 REIMBURSABLE EXPENSES A4.01 GENERAL Reimbursable Expenses cover those services and items authorized by the City in addition to the Basic and Additional Services and consist of actual, direct expenditures made by the Consultant and the Subconsultant for the purposes listed below. Transportation, travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. A4r01-1 Communications Expenses: Identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mail between the Consultant's various permanent offices and Subconsultant. The Consultant's field office at the Project site is not considered a permanent office. Cell phones will not be considered as reimbursable expenses under this Agreement. A4.01-2 Reproduction, Photography: Cost of printing, reproduction or photography, beyond that which is required by or of the Consultant's part of the work, set forth in this Agreement. A4.01-3 Geotechnical Investigation: Identifiable soil borings, reports, and testing costs approved by Project Manager. A4.01-4 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the Consultant. A4.01-5 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project Manager. A4.01-6 Other: Items not indicated in Article 4.01 when authorized by the Project Manager. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 32 PROFESSIONAL SERVICES AGREEMENT A4.02 SUBCONSULTANT REIMBURSEMENTS Reimbursable Subconsultant expenses are limited to the items described above when the Subconsultant's agreement provides for reimbursable expenses and when such agreement has been previously approved, in writing, by the Director and subject to all budgetary limitations of the City and requirements of this Agreement. ARTICLE A5 CITY'S RESPONSIBILITIES A5.01 PROJECT & SITE INFORMATION City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant with the information described below or, if not readily available, may authorize Consultant to provide such information as an Additional Service, eligible as a Reimbursable Expense. A5.01-1 Surveys: Complete and accurate surveys of building sites, giving boundary dimensions, locations of existing structures, the grades and lines of street, pavement, and adjoining properties; the rights, restrictions, easements, boundaries, and topographic data of a building site, and existing utilities information regarding sewer, water, gas, telephone and/or electrical services. A5.01-2 Soil Borings, Geotechnical Testing: Soil borings or test pits; chemical, mechanical, structural, or other tests when deemed necessary; and, if required, an appropriate professional interpretation thereof and recommendations. The Consultant shall recommend necessary tests to the City. A5.01-3 General Project Information: Information regarding Project Budget, City and State procedures, guidelines, forms, formats, and assistance required establishing a program as per Article A2, Basic Services. A5.01-4 Existing Drawings: Drawings representing as -built conditions at the time of original construction, subject to as -built availability. However, such drawings, if provided, are not warranted to represent conditions as of the date of receipt. The Consultant must still perform field investigations as necessary in accordance with Article A2.0-1 to obtain sufficient information to perform its Services. Investigative services in excess of requirements itemized, must be authorized in advance. A5.01-5 Reliability: The services, information, surveys and reports described in Articles 5.01-1 through A5.01- 4, shall be furnished at the City's expense, and the Consultant shall be entitled to rely upon the accuracy and completeness thereof, provided the Consultant has reviewed all such information to determine if additional information and testing is required to properly design the Project. A5.02 CONSTRUCTION MANAGEMENT A5.02-1 During construction, the Consultant and the City staff shall assume the responsibilities described in the general conditions and supplementary conditions of the construction contract relating to review and approval of the construction work by the Contractor. A5.02-2 If the City observes or otherwise becomes aware of any fault or defective Work in the Project, or other nonconformance with the contract during construction, the City shall give prompt notice thereof to the Consultant. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 33 PROFESSIONAL SERVICES AGREEMENT Attachment A — SCOPE OF SERVICES SCHEDULE Al — SUBCONSULTANTS/SUBCONTRACTORS FIRM NAME CONSULTING FIELD SCHEDULE A2 — KEY STAFF STAFF MEMBER NAME JOB CLASSIFICATION Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 34 ATTACHMENT B — COMPENSATION AND PAYMENTS PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B - COMPENSATION AND PAYMENTS ARTICLE B1 METHOD OF COMPENSATION The fees for Professional Services for each Work Order shall be determined by one of the following methods or a combination thereof, at the option of the Director or designee, with the consent of the Consultant. a) A Lump Sum as defined in Article B3.01, Lump Sum. b) An Hourly Rate as defined in Article B3.02, Hourly Rates, and at the rates set forth pursuant to the same, NOTE: The Lump Sum manner of compensation is the preferred and primary form of compensation. B1.01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant payable by the City under this Agreement shall be limited to the amount specified in Article 2.04-1 Compensation Limits, as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise may be alleged or claimed by the Consultant, beyond the cumulative amount provided herein, except where specifically approved in accordance with the City Code by the City Manager or City Commission as applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement. B1.02 CONSULTANT NOT TO EXCEED Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or percentage amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the City shall have no liability or responsibility for paying any amount of such excess, which will be at the Consultant's own cost and expense. ARTICLE B2 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the averages of the certified Wage Rates that have received and approved by the Director. The averages of said certified Wage Rates are summarized in Schedule B1 incorporated herein by reference. Said Wage Rates are the effective direct hourly rates, as approved by the City, of the Consultant and Subconsultant employees in the specified professions and job categories that are to be utilized to provide the services under this Agreement, regardless of manner of compensation. B2.02 EMPLOYEES AND JOB CLASSIFICATIONS Schedule B1 identifies the professions, job categories and/or employees expected to be used during the term of this Agreement. These include architects, engineers, landscape architects, professional interns, designers, CADD technicians, project managers, GIS and environmental specialists, specification writers, clerical/administrative support, and others engaged in the Work. In determining compensation for a given Scope of Work, the City reserves the right to recommend the use of the Consultant employees at particular Wage Rate levels. B2.03 MULTIPLIER For Work assigned under this Agreement, a maximum multiplier of 2.9 for home office and 2.4 for field office shall apply to Consultant's hourly Wage Rates in calculating compensation payable by the City. Said multiplier is intended to cover the Consultant employee benefits and the Consultant's profit and overhead, including, without limitation, office rent, local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, stenographic, administrative and clerical support, other employee time or travel and subsistence not directly related to a project. B2.04 CALCULATION Said Wage Rates are to be utilized by the Consultant in calculating compensation payable for specific assignments and Work Orders as requested by the City. The Consultant shall identify job classifications, available staff and projected man-hours required for the proper completion of tasks and/or groups of tasks, Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 35 ATTACHMENT B — COMPENSATION AND PAYMENTS PROFESSIONAL SERVICES AGREEMENT milestones and deliverables identified under the Scope of Work as exemplified in Attachment A, Schedule A2, Key Staff. B2.05 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by the City shall, via the Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g., sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance and unemployment benefits) and an overhead factor. Failure to comply with this section shall be cause for cancellation of this Agreement. B2.06 ESCALATION There shall be no escalation clause as part of this Agreement. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM Compensation for a Scope of Work can be a Lump Sum and must be mutually agreed upon in writing by the City and the Consultant and stated in a Work Order. Lump Sum compensation is the preferred method of compensation. B3.01-1 Lump Sum compensation shall be calculated by the Consultant utilizing the Wage Rates established herein. Prior to issuing a Work Order, the City may require the Consultant to verify or justify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Schedule A2, Key Personnel. B3.02 HOURLY RATE FEES B3.02-1 Hourly Rate Fees shall be those rates for the Consultant and Subconsultant employees identified in Schedule B1 Wage Rates Summary. Ali hourly rate fees will include a maximum not to exceed figure, inclusive of all costs expressed in the contract documents. The City shall have no liability for any fee, cost or expense above this figure. B3.02-2 CONDITIONS FOR USE Hourly Rate Fees shall be used only in those instances where the parties agree that it is not possible to determine, define, quantify and/or calculate the complete nature, and/or aspects, tasks, man-hours, or milestones for a particular Project or portion thereof at the time of Work Order issuance. Hourly Rate Fees may be utilized for Additional Work that is similarly indeterminate. In such cases, the City will establish an Allowance in the Work Order that shall serve as a Not to Exceed Fee for the Work to be performed on an Hourly Rate Basis. B3.03 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. All reimbursable services shall be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices and/or copies of cancelled checks. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 36 ATTACHMENT B — COMPENSATION AND PAYMENTS PROFESSIONAL SERVICES AGREEMENT B3.04 FEES FOR ADDITIVE OR DEDUCTIVE ALTERNATES The design of additive and deductive alternates contemplated as part of the original Scope for a Project as authorized by the Director will be considered as part of Basic Services. The design of additive and deductive alternates that are beyond the original Scope of Work and construction budget may be billed to the City as Additional Services. The fees for alternates will be calculated by one of the three methods outlined above, as mutually agreed by the Director and the Consultant. B3.05 FEES FOR ADDITIONAL SERVICES The Consultant may be authorized to perform Additional Services for which additional compensation and/or Reimbursable Expenses, as defined in this Agreement under Articles A4 and B3.03 respectively, may be applicable. The Consultant shall utilize the Work Order Proposal form and worksheets which can be found on the City's website at http://www.miamigov.com/CITP/forms.html. The webpage also provides the procedures for completing these forms. Failure to use the forms or follow the procedures will result in the rejection of the Work Order Proposal. B3.05-1 DETERMINATION OF FEE The compensation for such services will be one of the methods described herein: mutually agreed upon Lump Sum; Hourly Rate with a Not to Exceed Limit. B3.05-2 PROCEDURE AND COMPLIANCE An independent and detailed Notice to Proceed (NTP), and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The Notice to Proceed will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultants' Competitive Negotiation Act, and other applicable laws. B3.05-3 FEE LIMITATIONS Any authorized compensation for Additional Services, either professional fees or reimbursable expenses, shall not include additional charges for office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. For all reimbursable services and Subconsultant costs, the Consultant will apply the multiplier of one (1.0) times the amount expended by the Consultant. B3.06 PAYMENT EXCLUSIONS The Consultant shall not be compensated by the City for revisions and/or modifications to drawings and specifications, for extended construction administration, or for other work when such work is due to errors or omissions of the Consultant as determined by the City. B3.07 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the City for more than three months or terminated without any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized, performed prior to such suspension or termination, together with the cost of authorized reimbursable services and expenses then due, and all appropriate, applicable, and documented expenses resulting from such suspension or termination. If the Project is resumed after having been suspended for more than three months, the Consultant's further compensation shall be subject to renegotiations. ARTICLE B4 PAYMENTS TO THE CONSULTANT B4.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to services performed during each Phase of the Work. The Subconsultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form which can be found on the OCI website at http://www.miamigov.com/CITP/forms.html. Failure to submit invoice(s) within 60 days following the provision of Services contained in such invoice may be cause for a finding of default. Failure to use the City form will result in rejection of the invoice. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 37 ATTACHMENT B — COMPENSATION AND PAYMENTS PROFESSIONAL SERVICES AGREEMENT B4.02 FOR COMPREHENSIVE BASIC SERVICES For those Projects and Work Orders where comprehensive design services are stipulated, said payments shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. B4.03 BILLING — HOURLY RATE Invoices submitted by the Consultant shall be sufficiently detailed and accompanied by supporting documentation to allow for proper audit of expenditures. When services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to and incurred by the Subconsultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed. When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to or costs incurred by the Subconsultants engaged on the project or task. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.05 DEDUCTIONS No deductions shall be made from the Consultant's compensation on account of liquidated damages assessed against contractors or other sums withheld from payments to contractors. ARTICLE B5 REIMBURSABLE EXPENSES B5.01 GENERAL Reimbursable Expenses are those items authorized by the City outside of or in addition to the Scope of Work as identified in the Work Order (as Basic Services and/or Additional Services) and consist of actual expenditures made by the Consultant and the Consultants' employees, the Subconsultants, and the Special Subconsultants in the interest of the Work for the purposes identified below: B5.01-1 Transportation Transportation shall not be considered as reimbursable expenses under this Agreement. B5.01-2 Travel and Per Diem Travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. B5.01-3 Communication Expenses Identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mail between Consultant and Subconsultants. B5.01-4 Reproduction, Photography Cost of printing, reproduction or photography, beyond that which is required by or of the Consultant to deliver services, set forth in this Agreement. All reimbursable expenses must be accompanied by satisfactory documentation. B5.01-5 Permit Fees All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the construction Contractor. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 38 ATTACHMENT B — COMPENSATION AND PAYMENTS PROFESSIONAL SERVICES AGREEMENT B5.01-6 Surveys Site surveys and special purpose surveys when pre -authorized by the Project Manager. B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS Reimbursable Subconsultant's expenses are limited to the items described above when the Subconsultant agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the Director and subject to all budgetary limitations of the City and requirements of ARTICLE B5, Reimbursable Expenses herein. ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS B6.01 GENERAL It is understood that all Consultant agreements and/or Work Orders for new Work will include the provision for the re -use of plans and specifications, including construction drawings, at the City's sole option, by virtue of signing this agreement they agree to a re -use in accordance with this provision without the necessity of further approvals, compensation, fees or documents being required and without recourse for such re -use. Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 39 ATTACHMENT B - COMPENSATION AND PAYMENTS SCHEDULE B1 - WAGE RATES SUMMARY JOB CLASSIFICATION NEGOTIATED HOURLY RATE ADJUSTED NOT TO EXCEED HOURLY RATE (Multiplier Applied) Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 40 ATTACHMENT B - COMPENSATION SCHEDULE B2 - CONSULTANT INVOICE CITY OF MIAMI CAPITAL IMPROVEMENTS & TRANSPORTATION PROGRAM CONSULTANT STANDARD INVOICE To: ATTN: From: NOTE- City of Miami Capital Improvements & Transportation Program 444 SW 2nd Avenue - 8th Floor Miami, FL 33130 Invoice Number Invoice Date: Month 00,0000 Page: From: Invoice Period: an: 90, 0000 Contract No.: Contract Title: Project No.: Project Name: Purchase Order No.: Work Order No: To: Month. 00, 0000 Prepare invcices property to avoid payment delay. Submit signed originals only. Each invorce roust be signed by a Principal of the Firm as designated. Attach appropriate back-up documents to each invoice. SERVICE CONTRACT AMOUNT % COMPLETE TOTAL EARNED PREVIOUSLY TO DATE INVOICED CURRENT INVOICE AMOUNT Schematic Design (SD) Deaign Development (DD)_..._._.... 30% Construction Documents (30% 00% Construction Documents (e0% 90% Construction Documents (SO% 100% Construction Documents {100% Dry Run Penn tting S - $ - $ - S - $ - $ - $ - $ - CD1 CD) CD) $ - - $ - $ - $ - $ - $ - $ - $ - $ - $ - S - - $ - $ $ - $ - _$ _ - $ - CD) s - $ - Bidding or Construction Reimbursable 1_ (Tide) 2 (Tide) 3. TUe) Negotiation Phase $ - $ - $ - $ - Administration (CA) _ $ - $ - _ $ $ _ --$ $ - $ - - $ _ _ S $ _ $ - Expenses $ - $ - S $ s - $ - $ - $ - S - $ $ - $ - $ $ $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ $ - $ - $ $ Addiioeat 1. (Title) 2 (Title) Services $ - $ - $ - $ - $ - $ - $ - $ - , $ - $ - $ - $ - 3. (Title) $ $ - $ - $ - $ - $_ - S $ - TOTAL: Prior to this Invoice Remaining Contract Balance: $ - $ - $ - $ - Subtotal: $ - $ - Deductions: Total Due : $ TO BE COMPLETED BY CONSULTANT FIRM _ CERTIFIED TRUE AND CORRECT RY7 SUPPORTING DOCUMENTS CIECISLIST: Aclrvahoe Sup>otling Addllional Latter el Phase being Invoiced: Documeels br Invoice Consbucllon Status ITeporl' (Signature of Principal) Final Payment Documents: SeMce Authollzasons: (Type Nano and Tide of Principal) CITY OF MIAMIAPPROVAL: 00 NOT COMPLETE_ TO BE COMPLETED BY CITY OF MIAMI DATE SIGNATURE : Date Received CLIP: Date Received for Payment Processing (Budget Department)_ Finance Validation_ PROJECT MANAGER TEAM LEADER CHEF OF DESIGN Hector Bad is ASSISTANT DIRECTOR Jeovanny Rodriguez, P_E_ DIRECTOR Urban Design, Landscape Architecture and Engineering Services for a Flex Park at Virginia Key RFQ 16-17-003 41 Virginia Key Master Plan: 2010 A Forgotten Natural Wonder, A Community Planning Process by the Virginia Key Public Planning Coalition with City of Miami Planning Department Virginia Key Public Planning Coalition Urban Environment League University of Miami School of Architecture Dade Heritage Trust Friends of Miami Marine Stadium Villagers National Trust for Historic Preservation World Monument Fund DOCOMOMO Virginia Key Beach Park Trust Miami Neighborhoods United Dade County History Museum Tropical Audubon Society Sierra Club Urban Paradise Guild Miami Rowing Club Miami International Triathlon Speedboat Racing Association of America Dragon Boat Racing Association Swim Gym Rusty Pelican Friends of Virginia Key ...more... And Partnered With • City of Miami Mayor's office and staff • City of Miami Commissioner's office and staff • City of Miami Planning Department • Miami Dade County DERM • Miami Dade County Public Works Department • Miami Dade County Transportation • Dade County Commissioner Gimenez's Office Why are we here? • In Oct 2009 City Commission voted to delay the approval of the Virginia Key Master Plan to allow for additional community input. • After numerous public meetings (three workshops) and at least a dozen working sessions - as well as consultation and collaboration with Planning Staff and government representatives, we're here to present the consensus plan. Yet we face a unique challenge to bring nature and the city together on this island. ;s • We have built consensus for a better plan for Virginia Key, showing the value of a more coherent public process that has included the hard work of many people in this room - both public officials and concerned residents. We thank you. Enduring Themes and Features of Va Key • Education and research related to the natural world • Recreation and leisure spaces in the water and on land • Historical interpretation of the island and preservation of key sites: VK Beach, Marine Stadium, natural areas • Preservation and enhancement of nature WHAT IS UNIQUE ABOUT ITS SETTING? BISCAYNE BAY AQUATIC PRESERVE BISCAYNE BAY NATIONAL PARK VIRGINIA KEY: MIAMI MARINE PARK HOW BIG IS VIRGINIA KEY? VIRGINIA KEY: 1300 ACRES, 700 ACRES SUBMERGED, TOTAL ACREAGE 2000 CENTRAL PARK: 840ACRES VIRGINIA KEY: MIAMI MARINE PARK Deed Restrictions: Property Conveyed to Local Gov'ts for Public Purposes • Marine Stadium: "Marine Stadium and allied purposes only" for much of the basin area. • Virginia Key Beach (1982): "for public park purposes only" or it reverts to the county. (No Hotels Recommended for the Island!) LEGEM): ,t I- Marine Stadium Basin Properties► 7- Historic Virginia Key Beach Park Site 3- north Point h- Old Landfill 5- Beach and Itamrnock 6- Shrimper'shf Lagoon and Treatment Plant 7• Critical 1V'ilettife and Conservation Area 8- Miami-t}adc Count• Property. Seaquarium and UM FLosentiel School Bill Sadowski Critical Wildlife Area • Extremely sensitive preserve, endangered marine life mating, etc. • Bird rookery • Recommendations: Improve the level of signage and buoy markers to ensure protection against intruders into this sensitive natural area. BILL SADOWSKI PRESERVE cm I( AL WILDLIFE AREA Dill SA00%41.I PHI NI YVL t IIITN.'AI WII.IILIIL AAI A EXISTING ENVIRONMENTAL CONDITIONS M.A\l1RI14'I PROPOSAL vPH1IY E SIf.NA43F PTUWIIIF RFSTINO PONT }OR NIN 11i 1.1-W1'A I!I11.A1- PI NNISF RE.CI.AMATtON PROM CT NFSTIIN.4T1JIN EFFORTS IiAMMf1['14S IYPII'A1. 1 .Nvi IS& PF BUOYS. BOATS -OUT TYPE &lI" 1 111' ISM 1.II Al I\ I I': HYAL "ti.1L MI IN!': 1+1 AIIAN 111111111N11Y1: iiII Hil FAUNA SFA Mk lI.E Af-ITLVi- 1.'.1 IF HI1 :411 H I.IFI• wildlife watch tower VIRGINIA KEY CONSENSUS MASTER PLAN Bill Sadowski Critical Wildlife Area: Environmental Educational Trails JULY 2010 EDSA Proposed Wildlife Watch Tower West Lake Park, Florida Park, Broward County, Florida EVENTTN7RANCI — JR1OCVCA7r slat Mil W ITIAND NA Mkt TRAIL RI' TMNO FORffT - tVINT M(ALJOW .. NL W PICNIC MU TIR PIANTLORI GARDIN +PONITRAIN TRACK &Bract PLANGROVII — ♦ PAN:MAIN IUNNU ♦ HINITRAJN STATION - PARK OI'H 1 WA Mt PIA + tNTRA NCI ROAD +PICNICiNILT7R TRAIL WAD '.1• Ati f t Rg �I * i • r y.r rd, •1 J • • y jry4 ?1 . t • r^ A' i1,••}F I}TJ �r �� { , • mite ♦ Hi%f(A71111 a {� 14+ PARK 1NG C or+ INC PARKING - SOLAR GA rtwAY JNORC1INf PROM:NADI - I4I14O1tlA1 GROVI CARDIN COLtO r - CIJC7URA1 CINrIR HAAN MIRANC( GAT( CAROM!+ COCONUT CROst+ Dt1sfPOP+ DANCIITOOR+ SNACK*AR + RATH NOW + POND -- NATGIRt TRAIL •INTRANCI - - r el rot t - IYCW PICNK $xl ri* PICNIC INt1 URI + RfITROOK+ PARKING G&IWAl+ PL 4 YCIOUND ra rw ,yrA, GROUP CANPINC ARIA - I14CK PA WI ION (WINNING Al ACY COASTAI STRAND IHORIIINI PICNICCROV( IIA NNOCK VIRGINIA KEY BEACH PARK MASTER SITE PLAN The late great Athalie Range and others fought too hard to preserve this historic beach. It should not be dominated by inappropriate uses. Deed restrictions would be violated. • Historic contribution to the diversity of our community. • Crucial civil rights history happened here. To be honored in a museum. • Protection of the Virginia Key Trust is central to the integrity of the island. Planning & The Public Process How did we get here in 2010? • 2006, City of Miami gives go-ahead to EDSA for a master plan of the island. • 2007, First UEL sponsored public workshop to obtain public input. • 2007, EDSA `Charrette' at LaSalle High School; 300 people attended; one of the largest such gatherings in Miami's history. • STAKEHOLDER INTERVIEW PROCESS, January 18-22, 2007 • PUBLIC MEETING #1: SITE INVENTORY AND ANALYSIS, (RSMAS) March 29, 2007 • PUBLIC MEETING #2: COMMUNITY WORKSHOP AND CONSENSUS BUILDING,(LaSalle) June 20, 2007 • PUBLIC MEETING #3: PRELIMINARY MASTER PLANNING, August 26, 2008 • PUBLIC MEETING #4: VIRGINIA KEY MASTER PLAN, (City Hall) May 20, 2009 • WATERFRONT ADVISORY BOARD, June 9, 2009 • PLANNING ADVISORY BOARD, June 17, 2009 • UEL DESIGN WORKSHOP September 27, 2009 • WATERFRONT ADVISORY BOARD, October 5, 2009 • CITY COMMISSION October 8, 2009 • UEL Design Workshop Sept 27, 2009 Recommendations: 1. Welcome Center within Marine Stadium Park Area 2. Multi -jurisdictional authority over island 3. Transportation: Connectivity 4. Balance fiscal and environmental sustainability Vision For Virginia Key From UEL Workshop Sept 27, 2009 • An Accessible Place of Recreation, Heritage, and Natural Conservation • Complete public access to waterfront • Sustainable principles: healthy activity, low carbon footprint • No overnight accommodations (eco camping allowed) and expand eating and public facilities and recreational activities. • Enhance public amenities, transportation • Integrate Thematic Linkages: Heritage, Recreation, Environmental Education, and Conservation of Natural Resources What Does the Community Not want the Island to be? Hotels, condos and shopping centers • Overbuilding • Encroachment into natural areas • Insensitive stewardship of cultural sites Detailed Workshop Recommendations 1. Create a Welcome and Orientation Center •Located at or near the Marine Stadium (possible relationship with National Park Service) •Thematic integration of the Island ■Education, research, recreation, natural areas, cultural memory, entertainment, food, water sports •Introduction to island transportation system ■Tram schedule, show nearby locations for bicycle rentals; where to rent kayaks 2. Follow historic legal agreements and establish a Controlling Authority • County and State deed restrictions should be followed. • Long term: A rnulti-jurisdictional Virginia Key Governing Board should be created to guide the future uses of the island and devise an equitable business plan for all elements of the Master Plan. 3. Transportation: Connectivity and Sustainability • Compliment use of cars on the island with more public transportation to mainland • Need for some sort of island tram • Address the problem of sea level rise • Causeway as scenic byway • Enhance view corridors • Environmentally sensitive water taxi system - need manatee protection TRANSPORTATION TO THE ISLAND BASE ON ENVIRONMENTAL CONDITIONS ANALYSIS ♦Imap.Fy Date*. Nav;17;2Q07,ihou 5.2009 jib .' Image U.S Geological Survey Image to 2010 D! I I Omega USDA Flom Sarvlce 25'43'28.10° N 80°10'12 97° W ale, 0 el 111 Bus Routes Service Water Transit Service VIRGINIA KEY: MIAMI MARINE PARK VIRGINIA KEY: ISLAND INTERNAL TRANSPORTATION INITIAL CONSIDERATION: 'USE OF SOLAR POWERED VEHICLES AS SHUTTLES. ISLAND TRANSPORTATION PROPOSAL iift1R:7* ••• ' ., .7i % .s. \‘ 4. •:11, .,. .•:. ... 5 4.4, .,.. • 5 % .4' •:: N •:a 4 r 4 #16, .444 4 N t =LA. 400 hAMMAJAAVIN SINDIUM - 44 1•hl IWO •••9,11 'Tami7 . t • ,ritx ' I Altim =•-• - . NWJ4IY(1' and UEL VIRGINIA KEY: MIAMI MARINE PARK LEGEND: t- Marine Stadium Rash" Properties 2• Historic Virginia Kr•y Rear h Park Site 3- North Point 4 Old Landfill 5- Beach and Hammock 6• StrrinrpersAf Lagoon and Treatment Plant 7. Critical Wildlife and Conservation Area 8- Miartri•tiadc County Property, Seaquarium and tIM Kosenticl _School LAND USE SUMMARY North Point Mountain biking: 27.0 acres Eco Campground: 3 0 acres Information Center / restrooms: 0.02 acres Biker's wash dawn area. 0.72 acres Pervious parking: 1.08 acres Hammock / trails / beach: 28.48 acres TOTAL NORTH POINT: 60.3 acres 11 11 11 J , ; _ stiff dial/ tip d tl I �u It►iu I q1a ar�..r. VIRGINIA KEY CONSENSUS MASTER PLAN North Point Park LEGEND 1. Mountain Eke Trails 2. EGO Campground 3. Biker's wash down area 4. Information Center with Restrooms 5 Pervious parking 12 rr.. (1t7G spaces) ! B Enhanced public beach 7 Existing upland habitat restoration 6 9 Restored mangroves 9. Bill Sadowski Nature Preserve 10 Miarm.Dade WASA Treatment Plant 11. Observation opportunities 12 Penmeter Multiuse Nature Traits 13. Proposed Coastal Hammock with nature trails 14. Foot Bndge 15 Lightly Planted Area GRAPHIC SCALE 50 0 100 200 JULY 2010 Shrimper's Lagoon • Includes Jimbo's and Surrounding Beach • Low scale recreational amenities (kayaking, canoeing, snorkeling, picnic areas) • Promote ongoing habitat restoration program led by City of Miami's Parks Dept. and DERM • Provide access and Educational opportunities to all environmental and cultural resources on the island d9 1. Renovated Boat Launch with Canoe/Kayak Rentals and Food Concessions. (Existing to be improved) 2. Elevated Boardwalks with Environmental Educational Signage. (Existing to be im proved) 3. Existing Parking to be improved with bio-swales and pervious pavement. 4. Beach Pavilion and Facilities Building, Playground/Tot-lot, Beach Volleyball Courts, and Public Picnic Area (Existing to be improved) 5. Enhanced Existing Public Beach Area and Trails 6. Coastal Hardwood Hammock Restoration Area with Enhanced Interpretive Trail System with Environmental Education Opportunities (minor improvements and additions to existing trails) 7. Public Restrooms and Shelter Building (Existing to be improved) Shrimper's Lagoon, Public Beach and Coastal Hammock Restoration EDSA' Landfill - ro �► I I . LAND USE SUMMARY Sport Fields: 19.9 acres (17%) Pervious Parking: 2.2 acres (1.8%) Recreation Center & Restrooms: 0.5 acres (0.5%) Open Meadow: 9 0 acres (7.7%) Mangroves & Hammock: 85 0 acres (73%) TOTAL LANOFILL: 116.5 acres (100%) ZINN pee VIRGINIA KEY CONSENSUS Y MASTER PLAN • Landfill Park LEGEND 1. Softball 1 Little League (4 fields) 2. Soccer 1 Football (4 fields) 3. Tennis (4 courts) 4. Existing 1 restored mangroves S. Batting Cage 6. Open Meadow 7. Recreaton Center 8. Playground 9. Pervious parking (160 spaces) 10. Restrooms 11. 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World Monuments Fund Letter of Support MIAMI MARINE PARK PLANNING PRINCIPLES TOTAL HEIGHT I NI VENSCIYil Li II a rid UEL VIRGINIA KEY: MIAMI MARINE PARK PLANNING PRINCIPLES 1. MAXIMIZE PUBLIC ACCESS TO THE WATERFRONT 2. PROVIDE FLEXIBLE OPEN SPACE ON EASTERN SIDE FOR PUBLIC RECREATIONAL USE 3. BUILD NEW REVENUE GENERATiNG BOATING FACILITIES 4. PROPOSED SITE FOR MARINE MARITIME CENTER AND ISLAND ORIENTATION 5. RESTORATION AND VIGOROUS USE OF MIAMI MARINE STADIUM (No STRUCTURES SHALL EXCEED THE HEIGHT OF THE HISTORIC MIAMI MARINE STADIUM) 6. PROVIDE GREEN ALTERNATIVES FOR PARKING 7. PROMOTE VARIED PUBLIC USE OF SITE FROM PASSIVE TO ACTIVE AND ISLAND INTEGRATION VIRGINIA KEY: MIAMI MARINE PARK RUSTY PELICAN RESTAURANT DRY -STACK BOAT STORAGE RICKENBACKER MARINA MIAMI ROWING CLUB MIAMI MARINE AND SWIM GYM STADIUM & PARKING MAST ACADEMY Miami Marine Park s oil • ,ti 1...5= • et t s : r . �t:.., 1. r.. •. op* .....••'+••••••• M.... :.. .,... •,. • .1 4M . . VIRGINIA KEY: MIAMI MARINE PARK • mir • r i• !Le •I r i+ k N A 1t 1I+11R i 4i:4I 1 FIJ51A PUN 'AN 4 PI MIM1GMIt1N 4 Fkc4NNG WG4FNNK44N 11.111NA ti P4Dr141414NtW 144MP41 FaPAN44ON 4 134 311.111333111 CAU11443 i 44110 NUP01 !DININGC11ANr41 DDC• r 4{11:3(13314 la. 1431141 4•I4104II11PI11fd 11 D044•47641N4STµ4p1NQ 1? P333114 44Ce Alin kFTAII SAAiF 13 1.43311311414 1041330833 [0!! 1T(C1t$T0MG4 .. 1111NS LPN1YfhJN 1r11A1 44 #u11N IALLP11144IAG14U1 44 MAM N4 54410.I64 1MItANCr 4w01A 11 WAD 11 4[11 ly OP4NGNF1NiIND }I} 33,11.14rk. r4 PO'WYINOUDR 11 04A64 ue.t...+�r Miami Marine Stadium 16 rill1111-• 4. *** ** **** 17 **ft**I * SS * * * * * At * * �. 4-5 Marine Stadium Opening Night Dec 2012 11,wrobil A 0 Pr Concerts 41 'bill MI NO meta .* I :43 • IP .111 1111ho VIRGINIA KEY: MIAMI MARINE PARK `r P �.� A 4,14, y f' TRIATHLON MIAMI INTERNATIONAL TRIATHLON VIRGINIA KEY: MIAMI MARINE PARK DISTANCE SWIMMING EVENTS VIRGINIA KEY: MIAMI MARINE PARK WAKEBOARDING COMPETITIONS BOARD -UP MIAMI VIRGINIA KEY: MIAMI MARINE PARK FUTURE USES RED BULL FLUGTAG VIRGINIA KEY: MIAMI MARINE PARK Flexibility required for daily activities and special events Section Through Public Green Space PROMOTE VARIED PUBLIC USE OF SITE FROM PASSIVE TO ACTIVE AND ISLAND INTEGRATION VIRGINIA KEY: MIAMI MARINE PARK VIRGINIA KEY: MIAMI MARINE PARK VIRGINIA KEY: MIAMI MARINE PARK AvinkiN RUSTY PELICAN 'i 411. w • • u NIMIATIcf 1 and UEL VIRGINIA KEY: MIAMI MARINE PARK Parking structure for 300 cars and state of the art dry dock storage VIRGINIA KEY MARINA EXISTING CONDITIONS VIRGINIA KEY: MIAMI MARINE PARK Miami Maritime Center and Island Orientation Physical Dimensions of the Miami Maritime Center and Island Orientation • No taller than the crown of the Marine Stadium. • Size: 35,000 - 135,000 sq. ft. • Needs to be on an elevated base five feet tall for flood criteria. • We recommend to elevate the base from existing grade + 5 feet to +10 feet for vehicle parking on grade. • Should not be one monolithic structure, but a building whose mass is broken down by courtyards, porches, loggias, breezeways and make it tropical in nature. Miami Maritime Center and Island Orientation - Public Emporium: Eating, cultural center, small music venue, Atlantic arts and crafts. themes- boat building; cultural diversity; trade; mobility. Percentage of the building dedicated to public purpose: 100% - Water mobility: Historic Boat Museum- freedom rafts display, interpretation center of Maritime History and Culture - Showcase of advancements in the Marine Industry featuring sustainable technologies - Environmental educational opportunities for Biscayne Bay and educational programs for Marine Safety -Possible site for Welcome and Orientation Center - Revenue stream to enhance operations of the Marine Stadium _..t.,.� MIAMI MARITIME CENTER AND ISLAND ORIENTATION A PLACE THAT CELEBRATES THE MARINE HISTORY OF THE REGION Interprets the Natural History of the site Virginia Key Beach Interprets the Cultural History of the site Miami Marine Stadium TT-rr-rr-n-rr-rr-ff-fr--fr---r-r--1---1-0k., 9 • j. • •41‘1'.. 1,7 Virginia Key Beach Showcases advancements and innovations in the Marine Industry Environmental educational opportunities for Biscayne Bay and educational programs for Marine Safety Parking s� orom ys • • • • hw+i O W wP +' • ,4+•ya '?n row•+ . :S • III BE .•. 111111111111111111111111111111111111 .1,.. •• • ,• •P.R•a• •, .••.. .. •• .*.. �•^ *he 4.4 • a•!� luktPaild 01+1 Yt1 2130mrn TurfCell® Growing media 100mm Washed Coarse River sand , . Geotexlile 30mm Fla -Celle GREEN PARKING BOmm VIRGINIA KEY: MIAMI MARINE PARK -a•m_ ipm 4,191 101111, VW, PrIn 11,44 1.4 Maximize Public Access to Waterfront tit •• + .per!'•. s"r 14 1=•..w ■ Y x r .a .. Lupe.a....4.wiM.. a. *n......... ..... .„ 4.80 .7:::*.tlii;111:101;t4V°11.;) - ° tt*Sta „tins:sill:sit tau; 4, tl .a'mtµ. ,- ..Y * ai p. ..• . .t• •... .,• r.• . .a .. . . r ...,,.•• All new construction to feature state of the art sustainability measures et 111 Iiq 4#I Mk14• t to* y*. ♦f t . .. •• .•*+. .*•u* •.,e 0i pry ♦ * * • + • * i9 111 'I �a t, oi0 6p 1 10 -.... • { Y ),', 44taau r 44 • ** * ++i** O. * * •*.. ty .* •t + r ... . ii .*r ♦*. • * x * *V * }* d* ** * **•• r * *•** •***•* ** .• *+I., }•t Solar Panels, Wind Turbines, Low Carbon Footprint, LEED Certified What is the future of the Marine Stadium and the Miami Marine Park? A place of unique history, extraordinary potential - and great views of the city. Community Recommendations • Set up Multijurisdictionai Virginia Key Oversight board • Continue regular meetings with public input or progress (website presence; quarterly reports to City Commission) • Protect environmental and cultural heritage of the island. • Promote uses that serve a public purpose (and abide by existing deed restrictions). • Promote public access and expand educational opportunities. • Promote a follow up comprehensive transportation plan. • Sustainability should guide all planning for the island's future Possible sources of funding: • Wet and Dry Slips • Existing Leases • Restaurants • Rental of spaces for social and athletic events • Licensing to vendors for kayaks, bicycles, etc • Funds to stay for island financial needs Financing Sources for Public Assets • Bond funds • Grants from private foundations • State and federal funds • Funds from existing and future Marine auxiliary uses and special events • Sale of Historic Tax Credits Virginia Key can point the way f+cvard with a bold new human scale vision that both preserves and enhances the natural and cultural environment as it provides for education and public recreation for centuries to come.