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25807
AGREEMENT INFORMATION AGREEMENT NUMBER 25807 NAME/TYPE OF AGREEMENT ZYSCOVICH, LLC DESCRIPTION PROFESSIONAL SERVICES AGREEMENT/MASTER PLANNING SERVICES FOR 2050 DOWNTOWN MIAMI MASTER PLAN UPDATE (CDB FOCUS) - PHASE I/MATTER ID: 25-934K EFFECTIVE DATE October 24, 2025 ATTESTED BY TODD B. HANNON ATTESTED DATE 10/24/2025 DATE RECEIVED FROM ISSUING DEPT. 10/24/2025 NOTE DOCUSIGN AGREEMENT BY EMAIL Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E CITY OF MIAMI MENT ROUTING ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Luis Caseres/Anthony Hansen EXT. 1923 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Zyscovich, LLC IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? IN IYES NO TOTAL CONTRACT AMOUNT: $ 654,500.00 FUNDING INVOLVED? I ■ S NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ■❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY): RFQ No. 23-24-022 — Master Planning Services for 2050 Downtown Miami Master Plan Update (CBD Focus) — Phase I COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: 17/2025 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT Annie Perez, CPPO DocuSigned by: OFFICER Fernando Ponassi Reviewed and OK to September 26, 20 5 1 14:53:22 EDT ` SIGNATURE: 4FF... David Ruiz RISK MANAGEMENT September 26, 2C DocuSigned b DocuSigned by: 25 1 14:56:55 EDT SIGNATURE: F�ro& l�6muLj BUDGET OFFICE y8214E7 Marie Gouin Signed by: 8214E7 This item will not have a fiscal impact on the City. Master October 10, 2025 1 15:42:43 EDT SIGNATURE: Jihan Soliman Jms George K. Wysong by: CITY ATTORNEY October 21, 202 1 15:58:49 EDT LDocuSigned Matter ID No. 25-934K SIGNATURE:�t Erica T. Paschal Dar' -- oE:cpAgned by: ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER October 22, 2025 1 10:32:31 EDT SIGNATURE: ��r�caA¢ae� Christina Cres i, Ex 11V EW EM /CEO EXECUTIVE DIRECTOR, MIAMI DOWNTOWN October 23, 2025 1 07:53:52 PD // DEVELOPMENT AUTHORITY SIGNATURE: C� �� EznF�a�aQA CITY CLERK Todd Hannon DocuSigned by: October 24, 202 }G1hA4 .� EDT I E46D7560DCF1459... PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER PR 24394 Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT OVERVIEW PSA TITLE: Master Planning Services for 2050 Downtown Miami Master Plan Update (CBD Focus) — Phase I — RFQ No. 23-24-022 — Zyscovich, LLC 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer — Authority level of $ ❑ City Manager — Authority level of $, 0 DDA Board — RESOLUTION No. 17/2025 2. PROCUREMENT METHOD: 0 RFP/Q ❑ ITB ❑ SOLE SOURCE ❑ PIGGY -BACK ❑ PROFESSIONAL SERVICES UNDER $25,000 ❑ OTHER (Please explain): 3. IF THIS IS AN AMENDMENT, WHAT IS THE NUMBER OF THE AMENDMENT AND WHAT DOES THIS AMENDMENT DO (INCREASE CAPACITY, CHANGE IN TERMS, ETC) BE SPECIFIC. N/A 4. WAS THE AMENDMENT APPROVED BY THE CITY COMMISSION? ❑ YES ❑ NO IF YES, WHAT IS THE RESOLUTION NUMBER? 5. WHAT IS THE SCOPE OF SERVICES? The City of Miami ("City") Department of Procurement ("Procurement"), on behalf of the Miami Downtown Development Authority's (Miami DDA), seeks Proposals from experienced and qualified Master Planning and Urban Planning professionals for Master Planning Services for the 2050 Downtown Miami Master Plan Update (CBD Focus). The Miami DDA's Urbanism Committee and the Miami DDA Board of Directors are requesting the following seven (7) goals to be considered for this 2050 Downtown Miami Master Plan Update, and within each goal contains narrative questions for the respondent to consider: Promote a Positive Business Environment, Create a Resilient City, Develop Incentives to Promote Equitable Housing, Provide Greater Mobility Options, Develop an Urban Planning Strategy that Promotes Adaptive Reuse for Buildings and Minimizes Big Box Retail/Store, Create a Walkable City with Connected Green Spaces and Recreational Areas, and Heighten Arts, Culture, Dining & Entertainment Options. 6. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? Miami Downtown Development Authority 7. IS THE AWARDEE THE INCUMBENT? N/A Docusign Envelope ID: AB1 8CF8E-215D-4CF6-8BCA-1 AE74824932E 8. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? N/A 9. WHEN DOES THE CURRENT CONTRACT EXPIRE? Upon completion of Project. 10. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? N/A 11.WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? Florida Statutes Sec. 287.055, Consultants' Competitive Negotiation Act (CCNA) Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E RESOLUTION NO. 17/2025 A RESOLUTION OF THE DOWNTOWN DEVELOPMENT AUTHORITY OF THE CITY OF MIAMI, FLORIDA ("MIAMI DDA"), WITH ATTACHMENT(S), APPROVING THE SELECTION OF ZYSCOVICH, LLC, AS THE WINNING PROPOSER FOR RFQ NO.23-24-022 MASTER PLANNING SERVICES FOR DOWNTOWN MIAMI MASTER PLAN UPDATE (CBD FOCUS) AND AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT WITH ZYSCOVICH, LLC, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY AND FINAL APPROVAL FROM THE BOARD OF DIRECTORS, FOR THE PURPOSES STATED HEREIN. WHEREAS, the Downtown Development Authority of the City of Miami, Florida's ("Miami DDA") mission statement is "to grow, strengthen & promote the economic health and vitality of Downtown Miami;" and WHEREAS, the Miami DDA is a quasi -independent public agency of the City of Miami charged with making Downtown Miami the most livable urban center in the nation and strengthening its position as the Epicenter of the Americas... an international center for commerce, culture, and tourism; and WHEREAS, in 2004, the Board of Directors of the Miami DDA adopted Resolution No. 17/04 authorizing the Miami DDA to perform a Master Plan update for Downtown; and WHEREAS, the purpose of this Master Plan is to provide a long-term `blueprint" for revitalizing Downtown; and WHEREAS, on September 27, 2004, the Miami DDA issued a Request for Qualifications for the procurement of services related to the development of the Master Plan; and WHEREAS, the urban design firm, Zyscovich and Associates, Inc. submitted a proposal for urban design services as they related to the Downtown Master Plan (the "Services") and was awarded the contract on June 1, 2005; and WHEREAS, on September 21, 2007, the Board of Directors of the Miami DDA adopted Resolution No. 26/07 authorizing the Executive Director to execute an additional agreement with the urban design firm, Zyscovich and Associates, Inc.; and WHEREAS, as part of the Miami DDA's Master Plan Study effort, countless Miami DDA Board workshops, public workshops and stakeholder meetings were held from 2005 to 2008 to better understand existing conditions and gather ideas for how to revitalize Downtown; and WHEREAS, two (2) additional Miami DDA Board workshops and three (3) additional public workshops were held throughout 2009 as part of a final push to complete the Master Plan; and WHEREAS, the Miami DDA Board of Directors agreed with Staff s recommendation to complete the original Master Plan effort as a Master Plan Study, and develop a revised Master Plan that consolidates the best ideas from the Master Plan Study, other planning efforts, and stakeholder input; and WHEREAS, on July 9, 2009, the Miami DDA entered into an agreement with the firm of EDAW/AECOM to finalize the revised Master Plan; and Miami DDA Resolution No.17/2025 Page 1 of 4 Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E WHEREAS, on October 9, 2009, the Miami DDA convened a Special Board of Directors meeting and the Miami DDA Board of Directors passed Resolution No. 01/2010, adopting "DWNTWN MIAMI... Epicenter of the Americas: The 2025 Downtown Miami Master Plan," directs Staff to distribute and present the Plan to key stakeholder groups, and urges those stakeholders to work with the DDA towards the Plan's implementation."; and WHEREAS, the overarching goal of the 2025 Downtown Miami Master Plan was to connect and maximize the potential of the Central Business District (CBD), the Arts & Entertainment (A+E) District, Brickell, and Miami's celebrated waterfront; and WHEREAS, the Master Plan's goals include (1) enhancing Downtown's position as the business and cultural epicenter of the Americas; (2) leveraging Downtown's beautiful and iconic tropical waterfront; (3) elevating Downtown's grand boulevards to prominence; (4) creating great streets and community spaces; and (5) promoting transit and regional connectivity; and WHEREAS, building upon previous plans and studies, the 2025 Downtown Miami Master Plan provides specific action -oriented implementation items that will increase the livability of downtown, encourage private sector investment and ensure the proper investment of public dollars; and WHEREAS, in March 2016, the Miami DDA Board of Directors revisited the 2025 Master Plan to review the progress and reassess its' main goals, and after their review, the Board voted to refocus the five main goals of the Master Plan, which included, (1) Enhance Our Position as the Business Epicenter of the Americas; (2) Heighten the Experience of Arts, Culture & Entertainment; (3) Create Great Urban Public Spaces (Foster A Great Public Realm); (4) Promote Transit, Connectivity, and Mobility; and (5) Improve Quality of Life and Livability; and WHEREAS, based on the success of goals outlined in 2025 Master Plan, Downtown Miami in 2023 is quickly becoming a world -class city that people, families, and businesses are flocking to in greater numbers by the day; and WHEREAS, Downtown Miami rapidly develops, new challenges have emerged that need to be addressed, and a new roadmap with a clear vision needs to be created to guide economic, community, environmental and urban development opportunities; and WHEREAS, the Miami DDA is in the early stages of planning for a 2050 Downtown Miami Master Plan Update, with a specific focus on our Central Business District (CBD) and the Flagler District within the CBD; and WHEREAS, the Miami DDA's Urbanism Committee is requesting the following seven (7) goals to be considered for Scope of Work (SOW) for the 2050 Downtown Miami Master Plan Update, which includes (1) Promote a Positive Business Environment; (2) Create a Resilient City; (3) Develop Incentives to Promote Equitable Housing; (4) Provide Greater Mobility Options; (5) Develop an Urban Planning Strategy that Promotes Adaptive Reuse for Buildings and Minimizes Big Box Retail/Stores; (6) Create a Walkable City with Connected Green Spaces and Recreational Areas; and (7) Heighten Arts, Culture, Dining & Entertainment Options; and WHEREAS, on June 23, 2023, the Miami DDA Board of Directors approved the Scope of Work (SOW) for 2050 Downtown Miami Master Plan Update and directed Staff to work with the City of Miami Department of Procurement to draft a Request for Qualifications (RFQ) document for urban design firms to bid on; and Miami DDA Resolution No.17/2025 Page 2 of 4 Docusign Envelope ID: AB1 8CF8E-215D-4CF6-8BCA-1 AE74824932E WHEREAS, on March 11, 2024, the City of Miami Procurement Department issued a solicitation for Request for Qualifications ("RFQ") No. 23-24-022 Master Planning Services for Downtown Miami Master Plan Update (CBD Focus); and WHEREAS, on June 20, 2024, the Miami DDA Chief Executive Officer and Executive Director Christina Crespi approved the City of Miami Procurement Department's appointment of a Selection Committee to evaluate and score proposals; and WHEREAS, on July 18, 2024, the Selection Committee convened for a Step 1 Evaluation Meeting to evaluate and score three (3) proposals from the following consulting firms: Plusurbia, R.E. Chisholm, and Zyscovich; and WHEREAS, on August 22, 2024, the Selection Committee convened for a Step 2 Evaluation Meeting and heard oral presentations from Plusurbia and Zyscovich; and WHEREAS, on September 19, 2024, the Selection Committee convened for a Step 2 Evaluation Meeting and heard an oral presentation from R.E. Chisholm; and WHEREAS, on December 19, 2024, City of Miami Procurement held a Step 2 Evaluation Meeting for RFQ 23-24-022 Master Planning Services for 2050 Downtown Miami Master Plan Update (CBD Focus), and upon conclusion of the scoring session, the Selection Committee voted to unanimously recommend to the Miami DDA that negotiations of a Professional Services Agreement ("PSA") be initiated with Zyscovich, LLC; and WHEREAS, the highest -ranked firm, Zyscovich, LLC, received 482 points out of a maximum of 500 points (or 96%) and the Committee determined that the firm assembled a team of planning professionals distinctly qualified to provide comprehensive services for the Project; and WHEREAS, the Selection Committee discussed the experience and structure of the firm's proposed multi -disciplined team, Zyscovich, LLC proposed a substantial resume of in-house planning professionals, in addition to proposing a team of sub -consultants to support resilience/adaptation and landscape architectural needs and Zyscovich, LLC has substantial experience with planning projects, as well as, the Committee discussed the firm's Design Philosophy and Process that demonstrated a thorough understanding of the Miami DDA's intent and needs, Zyscovich, LLC's proposal has demonstrated an optimal balance between the Project goals; and WHEREAS, the Selection Committee members, after deliberation, agreed that Zyscovich, LLC presented a proposal comprehensively suited to meet the critical needs of the Miami DDA for this Project; and WHEREAS, the Selection Committee hereby requests authorization for Procurement, in collaboration with the nominated Negotiations Committee comprised of Fernando V. Ponassi (Procurement), Neal Schafers (DDA), Graham Jones (City's Department of Planning), and Javier Betancourt (Miami -Dade County), to commence negotiations of a Professional Services Agreement with Zyscovich, LLC, for the provision of professional services for the 2050 Downtown Miami Master Plan Update (CBD Focus); and WHEREAS, on February 4, 2025, City of Miami Procurement held a Negotiations Kickoff Meeting with Zyscovich, LLC for RFQ 23-24-022 Master Planning Services for 2050 Downtown Miami Master Plan Update (CBD Focus); and Miami DDA, Resolution No.17/2025 Wage 3 of 4 Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E WHEREAS, on February 19, 2025, City of Miami Procurement held a second Negotiations Meeting with Zyscovich, LLC for RFQ 23-24-022 Master Planning Services for 2050 Downtown Miami Master Plan Update; and WHEREAS, on April 8, 2025, City of Miami Procurement held a third and final Negotiations Meeting with Zyscovich, LLC for RFQ 23-24-022 Master Planning Services for 2050 Downtown Miami Master Plan Update to accept and approve Zyscovich, LLC's Proposed Scope of Work and Fees; and WHEREAS, should negotiations with the firm fail, the Selection Committee hereby requests permission to commence negotiations with the second -ranked firm, Plusurbia, until a Professional Services Agreement is successfully negotiated and subsequently awarded; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE MIAMI DOWNTOWN DEVELOPMENT AUTHORITY OF THE CITY OF MIAMI, FLORIDA: Section 1: The recitals and finding contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The Miami DDA Board of Directors approves the selection of Zyscovich, LLC, as the winning proposer for RFQ NO. 23-24-022 Master Planning Services for Downtown Miami Master Plan Update (CBD focus). Section 3. The Executive Director is authorized to negotiate and execute an agreement with Zyscovich, LLC, in a form acceptable to the City Attorney and final approval from the Board of Directors, for the purposes stated herein. Section 4. Should negotiations with Zyscovich, LLC, fail, the Miami DDA CEO/Executive Director is authorized to direct the Negotiations Committee to begin negotiations with the second -ranked proposer, Plusurbia. Section 4. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this day of 16" May, 2025. h� eft damn np� L[ O e Chair Pro Tem kg'(� 4 \ , U, 04 Rom L J CCfi - stina C 7respi, CEO/Executive Director ATTEST: Elvira Manon Executive Secretary to the Board of Directors Miami DDA Resolution No.17/2025 Page 4 of 4 Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Christina Crespi Executive Director Downtown Development Authority FROM: Annie Perez, CPPO Director/Chief Procurement Officer Department of Procurement [DocuSigned by: 89,,,,.,3CAC468... RECOMMENDATION: DATE: April 14, 2025 SUBJECT: Recommendation for Award of Contract for Master Planning Services for 2050 Downtown Miami Master Plan Update (CBD Focus) for the Miami Downtown Development Authority ("DDA") REFERENCES: Request for Qualifications ("RFQ") No. 23-24-022 ENCLOSURES: Fee Proposal, Report of Evaluation Committee Memorandum, Evaluation Committee Appointment Memorandum, Proposal Security List Based on the findings below, the Department of Procurement ("Procurement"), on behalf of the Miami DDA, hereby recommends that the referenced Project be awarded to Zyscovich, LLC ("Consultant"), for RFQ No. 23-24-022, Master Planning Services for 2050 Downtown Miami Master Plan Update (CBD Focus) (the "Project"). The Consultant shall provide interdisciplinary services for the Project under the direction of the Miami DDA to complete the 2050 Downtown Miami Master Plan Update Strategic Vision Plan with a new vision statement that outlines the goals and priorities of the Miami DDA, the 2050 Downtown Miami Master Plan Update Urban Design Framework Plan with defined plan elements for the DDA and other stakeholders, strategy and narrative on how to achieve the plan vision and goals, and engagement and communications plans for future stages. The Project is divided into two (2) phases. During Phase I of the Project, the Consultant shall establish vision, goals, and priorities for the Downtown CBD's future. Phase I will be further divided into five (5) different tasks: Task 1: Goal Setting. This task shall include a kickoff meeting to discuss the Project objectives and considerations following the seven (7) Project goals as identified by the DDA Board (1. Economic Development, 2. Resiliency, 3. Regulatory Incentives, 4. Transit and Mobility, 5. Adaptive Reuse, 6. Public Realm + Open Space, and 7. Activation + Governance). A Project Management Plan will be developed assuming a Project duration schedule of nine (9) months. Deliverables shall include Workshop Summary highlighting Plan Goals and a revised/updated Work Plan. Task 2: Measuring. Compile and synthesize information on recent and on -going planning efforts by both assessing physical and land use planning and identifying gaps, overlaps, or redundancies. Review geospatial and statistical datasets available through the City of Miami's data portal and other sources and identify any gaps in data availability and requirements. The analysis covers five (5) key assessments: 1. On -the -Ground Assessment, 2. Demographics and Economics, 3. Urban Fabric Assessment, 4. Development Assessment, and 5. Trend Analysis. Deliverables shall include a Baseline Conditions Report highlighting key findings as well as a presentation to the Miami DDA Board. PR24332 Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E Page 2 - Recommendation of Award of Professional Services Master Planning Services for 2050 Downtown Miami Master Plan Update (CBD Focus) Christina Crespi, Executive Director Task 3: Visioning. Initiate three (3) Public engagement activities including, but not limited to, 1. Kickoff Event, 2. Engagement Platform, and 3. Downtown Roundtables. Combine data from the Public engagement process and baseline assessments to identify the overall vision, goals, and priorities around including, but not limited to, the following Plan elements: 1. Economics, 2. Resiliency, 3. Transit + Mobility, 4. Public Realm + Open Space, 5. Activation + Governance, and 6. Urban Design. Deliverables shall include a Draft Vision Plan presentation to the Miami DDA Board. Task 4: Prioritizing + Defining. Draft a Planning and Urban Design Framework to guide strategic planning decisions within the CBD. This Framework shall define overall strategies/themes, draft a Strategic Vision Plan chapter, identify opportunity areas for the CBD, and identify opportunities to partner with local agencies. The Framework elements include, but are not limited to, 1. Resiliency, 2. Regulatory, 3. Transit + Mobility, 4. Public Realm + Open Space, and 5. Activation + Governance. Deliverables shall include a Draft Strategic Vision Plan with Urban Design Framework Plan. Task 5: Vision Plan + Framework. Compile previous deliverables into a final draft plan document which will include assessments and findings organized according to a hierarchy of themes, focus areas, programmatic elements, strategies, and initiatives at the districtwide scale. The final plan shall include an executive summary and a detailed Urban Design Framework Plan. The Consultant shall present the Final Plan to the Miami DDA Board. Deliverables shall include a Strategic Vision Plan with a New Vision Statement, Urban Design Framework Plan, strategy, and narrative on how to achieve plan vision and goals, and engagement and communications plan for the next stages. Phase II of the Project shall be negotiated upon completion of Phase I, and upon availability of funding. FISCAL IMPACT: The potential fiscal impact to the Miami DDA for the negotiated contract may amount to $654,500.00, including $595,000.00 for Basic Services, a Dedicated Allowance Account for Reimbursable Expenses in the amount of $11,900.00, and an Owner's Contingency Allowance in the amount of $47,600.00. BACKGROUND: On March 11, 2024, Procurement issued RFQ No. 23-24-022 under full and open competition to obtain proposals from qualified firms. On May 13, 2024, Procurement received three (3) proposals in response to the solicitation (see enclosed Proposal Security List). Subsequently, the proposals were reviewed by Procurement staff, upon which all three (3) proposals were deemed responsive and responsible in accordance with the minimum qualifications and experience requirements of the RFQ. Accordingly, from July 18, 2024, through December 19, 2024, the Evaluation Committee ("Committee") met to complete the Step 1 and Step 2 evaluations and ranking of the three (3) responsive and responsible proposals following the stipulated guidelines in the solicitation. Upon conclusion of the scoring sessions, the Committee voted to unanimously recommend to the DDA that negotiations of a PSA be initiated with Consultant (see enclosed Report of Evaluation Committee Memorandum for more details). Upon review and subsequent approval of the Report of the Evaluation Committee Memorandum by the Miami DDA Executive Director on January 16, 2025, negotiations were initiated with the Consultant, the highest ranked firm. The negotiation team, comprised of staff from the Miami DDA, Miami -Dade County, and the City of Miami held good faith negotiations with the Consultant's principals that addressed: 1. Coordination of the various professional consulting services necessary for the Project; 2. Established and capped fair market professional services fee schedule; 3. A Project tasking solution which supports an implemental and fiscally sound agreement, in the best interest of the DDA and its residents, and; PR24332 Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E Page 2 - Recommendation of Award of Professional Services Master Planning Services for 2050 Downtown Miami Master Plan Update (CBD Focus) Christina Crespi, Executive Director Successful negotiations were accomplished, and an agreement was mutually reached on April 8, 2025. Based on the above findings, Procurement hereby recommends the award of a Professional Services Agreement to Zyscovich, LLC for the Project. Your signature below indicates your approval of Procurement's recommendation. Approved Dooccuu Sigiigggn��ed by: AA993E2DEDA949A... Christina Crespi, Executive Director, Dm, Date: April 15, 2025 1 08:33:31 PDT c: Thomas Fossler, Assistant City Attorney, Office of the City Attorney Fernando V. Ponassi, MA Arch., MA PPA, LEED°AP, Assistant Director, Procurement PR24332 Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E DOWNTOWN DEVELOPMENT AUTHORITY Y=J OF THE CITY OF MIAMI (Miami DDA) PROFESSIONAL SERVICES AGREEMENT Service Category Master Planning Services for 2050 Downtown Miami Master Plan Update (CBD Focus) - Phase I Contract Type Project Specific Consultant Zyscovich, LLC TABLE OF CONTENTS ARTICLE 1 DEFINITIONS...................................................................................................................................5 ARTICLE 2 GENERAL CONDITIONS................................................................................................................7 2.01 TERM 7 2.02 SCOPE OF SERVICES 7 2.03 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS 7 2.04 COMPENSATION 7 ARTICLE 3 PERFORMANCE.............................................................................................................................8 3.01 PERFORMANCE AND DELEGATION 8 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 8 3.03 CONSULTANT KEY STAFF 8 3.04 TIME FOR PERFORMANCE 8 3.05 STANDARD OF CARE 8 ARTICLE 4 SUBCONSULTANTS.......................................................................................................................9 4.01 GENERAL 9 4.02 SUBCONSULTANT RELATIONSHIPS 9 4.03 CHANGES TO SUBCONSULTANTS 9 ARTICLE 5 DEFAULT.........................................................................................................................................9 5.01 GENERAL 9 5.02 CONDITIONS OF DEFAULT 9 5.03 TIME TO CURE DEFAULT, FORCE MAJEURE. 10 ARTICLE 6 TERMINATION OF AGREEMENT.................................................................................................10 6.01 MIAMI DDA'S RIGHT TO TERMINATE 10 6.02 CONSULTANT'S RIGHT TO TERMINATE 10 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 11 ARTICLE 7 DOCUMENTS AND RECORDS.....................................................................................................11 7.01 OWNERSHIP OF DOCUMENTS 11 7.02 DELIVERY UPON REQUEST OR CANCELLATION 11 7.03 RE -USE BY MIAMI DDA 11 7.04 NON -DISCLOSURE 11 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS 12 7.06 E-VERIFY 12 ARTICLE 8 INDEMNIFICATION.......................................................................................................................13 ARTICLE 9 INSURANCE..................................................................................................................................13 9.01 COMPANIES PROVIDING COVERAGE 14 9.02 VERIFICATION OF INSURANCE COVERAGE 14 9.03 FORMS OF COVERAGE 14 9.04 MODIFICATIONS TO COVERAGE 15 ARTICLE 10 MISCELLANEOUS.......................................................................................................................15 10.01 AUDIT RIGHTS; INSPECTION 15 10.02 ENTIRE AGREEMENT 15 10.03 SUCCESSORS AND ASSIGNS 15 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 16 10.05 APPLICABLE LAW AND VENUE OF LITIGATION 16 10.06 NOTICES 16 10.07 INTERPRETATION 17 10.08 JOINT PREPARATION 17 10.09 PRIORITY OF PROVISIONS 17 10.10 MEDIATION - WAIVER OF JURY TRIAL 17 10.11 TIME 18 Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT TABLE OF CONTENTS CONTINUED 10.12 COMPLIANCE WITH LAWS 18 10.13 NO PARTNERSHIP 18 10.14 DISCRETION OF HEAD OF URBAN PLANNING 18 10.15 RESOLUTION OF CONTRACT DISPUTES 18 10.16 INDEPENDENT CONTRACTOR 19 10.17 CONTINGENCY CLAUSE 19 10.18 THIRD PARTY BENEFICIARY 19 10.19 ADDITIONAL TERMS AND CONDITIONS 19 10.20 SEVERABILITY 19 10.21 COUNTERPARTS; ELECTRONIC SIGNATURES 20 10.22 ANTI -HUMAN TRAFFICKING 20 10.33 E-VERIFY 20 ATTACHMENT A - SCOPE OF WORK...................................................................................................................24 ARTICLE Al GENERAL......................................................................................................................................24 A1.01 SCOPE OF SERVICES 24 A1.02 WORK ORDERS 25 A1.03 PAYMENTS 25 ARTICLE A2 OVERVIEW OF PROJECT SERVICES.........................................................................................26 A2.01 FEASABILITY STUDY 26 A2.02 SCHEMATIC DESIGN 26 A2.03 DESIGN DEVELOPMENT 26 A2.04 CONSTRUCTION DOCUMENTS 26 A2.05 BIDDING AND AWARD OF CONTRACT 26 A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT 26 A2.07 TIME FRAMES FOR COMPLETION 26 ARTICLE A3 ADDITIONAL SERVICES..............................................................................................................26 A3.01 GENERAL 26 A3.02 EXAMPLES 27 A3.03 ADDITIONAL DESIGN 27 ARTICLE A4 REIMBURSABLE EXPENSES......................................................................................................27 A4.01 GENERAL 27 A4.02 SUBCONSULTANT REIMBURSEMENTS 28 ARTICLE A5 MIAMI DDA'S RESPONSIBILITIES..............................................................................................28 A5.01 PROJECT AND SITE INFORMATION 28 SCHEDULE Al - SUBCONSULTANTS 29 SCHEDULE A2 - KEY STAFF 29 ATTACHMENT B - COMPENSATION AND PAYMENTS......................................................................................31 ARTICLE 131 METHOD OF COMPENSATION........................................................................................................31 B1.01 COMPENSATION LIMITS 31 B1.02 CONSULTANT NOT TO EXCEED 31 ARTICLE B2 WAGE RATES...............................................................................................................................31 B2.01 FEE BASIS 31 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 31 B2.03 MULTIPLIER 31 B2.04 CALCULATION 32 B2.05 EMPLOYEE BENEFITS AND OVERHEAD 32 B2.06 ESCALATION 32 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION.....................................................................32 B3.01 LUMP SUM 32 B3.02 HOURLY RATE FEES 32 B3.03 FEES BY TASK 32 B3.04 REIMBURSABLE EXPENSES 33 B3.05 FEES FOR ADDITIVE OR DEDUCTIVE ALTERNATES 33 B3.06 FEES FOR ADDITIONAL SERVICES 33 B3.07 PAYMENT EXCLUSIONS 34 B3.08 FEES RESULTING FROM PROJECT SUSPENSION 34 Master Planning Services for 2050 Downtown 2 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) -Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT TABLE OF CONTENTS CONTINUED ARTICLE B4 PAYMENTS TO THE CONSULTANT......................................................................................... B4.01 PAYMENTS GENERALLY B4.02 FOR COMPREHENSIVE BASIC SERVICES B4.03 BILLING — HOURLY RATE B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES B4.05 DEDUCTIONS ARTICLE B5 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS ....................................... B5.01 GENERAL B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS ....................................... B6.01 GENERAL SCHEDULE 131 -WAGE RATES SUMMARY SCHEDULE B2 - CONSULTANT INVOICE END OF SECTION REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 34 34 34 34 34 35 35 35 35 35 35 36 38 Master Planning Services for 2050 Downtown 3 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT y OF bDOWNTOWN DEVELOPMENT AUTHORITY �=Y_3 Y Y % OF THE CITY OF MIAMI (MIAMI DDA) �oR,oP PROFESSIONAL SERVICES AGREEMENT Service Category Master Planning Services for 2050 Downtown Miami Master Plan Update (CBD Focus) — Phase I Contract Type Project Specific Consultant Zyscovich, LLC Consultant Office Location 100 Biscayne Blvd, 271h Floor, Miami, FL 33132 City Authorization Section 18-87, City of Miami Code Agreement Number 23-24-022 / 1 THIS PROFESSIONAL SERVICES AGREEMENT ("PSA" or "Agreement") made this 2414ay of ncTc)RFR in the year 2025 by and between THE DOWNTOWN DEVELOPMENT AUTHORITY OF THE CITY OF MIAMI, FLORIDA, hereinafter called the "Miami DDA," and Zyscovich, LLC, hereinafter called the "Consultant." RECITAL A. The City of Miami, in coordination with the Miami DDA, issued Request for Qualifications ("RFQ") No. 23-24-022 on March 11, 2024, for the provision of Master Planning Services for 2050 Downtown Miami Master Plan Update (CBD Focus) ("Services") and the Consultant's proposal ("Proposal"), in response thereto, was selected as the most qualified for the provision of said Services. The RFQ and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents ("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) or inconsistencies with the terms of this Agreement, this Agreement shall control and supersede any such conflicts(s). B. WHEREAS, the Miami DDA, through action of the CEO/Executive Director and/or the Miami DDA Board of Directors (Board), 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, including, without limitation, City Code Section 18-87, to provide the professional services as described herein. WITNESSETH, that the Miami DDA and the Consultant, for the considerations herein set forth, agree as follows: Master Planning Services for 2050 Downtown 4 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT ARTICLE 1 DEFINITIONS 1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments means Attachments to this Agreement, which are expressly incorporated by reference and made a part of this 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 means those services designated as such in a Work Order. 1.05 City means the City of Miami, Florida, a Florida municipal corporation, the public agency that is a party hereto for which will assist the Miami Downtown Development Authority ("Miami DDA") in receiving services under this Agreement to be performed. 1.06 Miami DDA Board of Directors means the legislative body of the Miami DDA. 1.07 CEO/CEO/Executive Director means the duly appointed chief administrative officer of the Miami DDA. 1.08 Owner means the Miami DDA, the public agency that is a party hereto and for which services under this Agreement are to be performed. In all respects hereunder, the Miami DDA's performance is pursuant to the Miami DDA's position as the Owner of the Project. In the event the Miami DDA 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 Miami DDA's authority as a governmental body and shall not be attributable in any manner to the Miami DDA as a party to this Agreement. The Miami DDA shall be referred to herein as "Miami DDA." For the purposes of this Agreement, "Miami DDA" without modification shall mean the CEO/Executive Director who may delegate certain tasks to the Head of Urban Planning as defined in Section 1.13. 1.09 City Risk Manager shall mean the Risk Manager of the City who heads the Department of Risk Management. 1.10 Consultant means the individual, partnership, corporation, association, joint venture, limited liability company, other recognized business entity, or any combination thereof, of properly registered professional architects, engineers, or surveyors and mappers, as applicable, which has entered into this Agreement to provide professional services to the Miami DDA. 1.11 Contractor means an individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the Miami DDA for construction of Miami DDA facilities and incidentals thereto. 1.12 Department means or refers to the Miami Downtown Development Authority ("Miami DDA"). 1.13 Head of Urban Planning means the individual designated herein who has the authority and responsibility for managing the specific project or projects covered under this Agreement. Unless otherwise specified herein or in a Work Order, for this Agreement, the Head of Urban Planning is the top administrator of the Miami DDA or their authorized designee. 1.14 Errors means items in the plans, specifications, 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 Contractor to perform corrective work, rework, or additional work or which causes a delay to the completion of construction. 1.15 Errors and Omissions means design deficiencies in the plans, specifications or other documents prepared by the Consultant, which fail to meet the Standard of Care. 1.16 Inspector means an employee of the Miami DDA or of a consulting firm hired by the Miami DDA and assigned by the Miami DDA to make observations of Work performed by a Contractor. Master Planning Services for 2050 Downtown 5 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT 1.17 Key Personnel means Staff positions assigned on a full-time basis to the Program by the Program Coordinator with the Head of Urban Planning's approval, to serve as an extension of the Miami DDA's staff typically working inside a Miami DDA facility. 1.18 Notice to Proceed ("NTP") means the same as "Authorization to Proceed." A duly authorized written letter or directive issued by the Head of Urban Planning or Project Manager acknowledging that all precedent conditions have been met and/or directing that the Consultant may begin work on the Project. 1.19 Omissions means 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. 1.20 Primary Services means those Services considered by Miami DDA to be fundamental to the successful management of the Project as stated in the RFQ, and in Attachment A of this Agreement. 1.21 Project Manager means an employee or representative of the Miami DDA assigned by the Head of Urban Planning to manage and monitor Work to be performed under this Agreement or the construction of a project as a direct representative of the Miami DDA. 1.22 Project means the design, construction, alteration and/or repair, and all services and incidentals thereto, of a Miami DDA facility as contemplated and budgeted by the Miami DDA. The Project or Projects shall be further defined in the Scope of Services and/or Work Order issued pursuant to this Agreement. 1.23 Professional Services means 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 his or her 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 this Agreement, all attachments, and any authorized amendments thereto. In the event of a conflict between the Request for Qualifications ("RFQ") and the Consultant's response thereto, the RFQ shall control. In the event of any conflict between the Consultant's response to the RFQ and this PSA, this PSA shall control. In the event of any conflict between this PSA and its attachments, this PSA shall control. 1.25 Resolution means the document constituting the official approval of the Miami DDA Board as required for the CEO/Executive Director to execute this Agreement, or increase the Project Budget, among other matters. 1.26 Risk Management Administrator means the City's Risk Management Director, or their designee, or the individual named by the City Manager to administer matters relating to insurance and risk of loss for the City. 1.27 Scope of Services or Services means a comprehensive description of the activities, tasks, design features, objectives, deliverables, and milestones required for the completion of a Project or an assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary for its completion. 1.28 Small Business Enterprise ("SBE") formerly referred to as Community Business Enterprise ("CBE"), means a firm that has been certified by Miami -Dade County, who will provide architectural, landscape architectural, engineering, or surveying and mapping professional services to the Consultant as required pursuant to City Code Section 18-87. 1.29 Subconsultant means a person or organization of properly registered professional architects, engineers, registered surveyor, or mapper, and/or other professional specialties, who has entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. Master Planning Services for 2050 Downtown 6 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT 1.30 Wage Rates means 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 this Agreement that justify and form the basis for professional fees regardless of actual manner of compensation. 1.31 Work means all services, materials and equipment provided by/or under this Agreement with the Consultant. 1.32 Work Order means an internal document to the Miami DDA, which authorizes the performance of specific professional services for a defined Project or Projects. 1.33 Work Order Proposal means a document prepared by the Consultant, at the request of the Miami DDA for Services to be provided by the Consultant on a specific phase of a Project. ARTICLE 2 GENERAL CONDITIONS 2.01 TERM The term of this Agreement shall take effect upon the date written above upon its execution by the authorized officers and shall be effective until final completion of the Project and Final Payment is made to the Consultant. 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, which is incorporated into and made a part of this Agreement. 2.03 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS Prospective Firms must (shall) 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 Small Business Enterprise ("SBE"), formerly referred to as Community Business Enterprise ("CBE"), in good standing. 2) Place a specific emphasis on utilizing local, small businesses from within the City's municipal boundaries. For information on the SBE requirements, visit the Miami -Dade County, Internal Services Department website at http://www.miamidade.gov/smalIbusiness/certification-programs.asp. Failure to adhere to these requirements will cause the firm to be disqualified as nonresponsive or at a subsequent time cause the Agreement to be canceled. 2.04 COMPENSATION 2.04-1 Compensation Limits: The amount of compensation payable by the Miami DDA to the Consultant shall generally be a fixed fee by task, 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 payable to the Consultant by the Miami DDA, exceed $654,500.00, inclusive of Reimbursable Expenses and Owner's Contingency Allowances, as detailed in Exhibit A, Consultant Work Order Proposal, attached hereto, unless explicitly approved by action of the Miami DDA Board or CEO/Executive Director, as applicable, and put into effect by written amendment to this Agreement. The Miami DDA may, in its sole and absolute discretion, use other compensation methodologies. The Miami DDA shall not have any liability, nor will the Consultant have any recourse against the Miami DDA for any compensation, payment, reimbursable expenditures, costs, fees, or charges beyond the compensation limits of this Agreement, as it may be amended from time to time. The Work may never exceed the limitations provided in Section 287.055, Florida Statutes, Consultant's Competitive Negotiation Act, for continuing contracts and other limitations on compensation, as applicable. 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, Master Planning Services for 2050 Downtown 7 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: AB1 8CF8E-215D-4CF6-8BCA-1 AE74824932E PROFESSIONAL SERVICES AGREEMENT 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 (8), Florida Statutes, and to allow a proper audit of expenditures, should the Miami DDA require one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bills authorized and approved for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. The 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, unless otherwise provided in this Agreement, or approved, in writing by the Miami DDA. Said approval shall not be construed as constituting an agreement between the Miami DDA and said another person or firm. 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL The Head of Urban Planning or their designee may make written requests to the Consultant for the prompt removal and replacement of any personnel employed or retained by the Consultant, or any Subconsultants, or any personnel of any such Subconsultants engaged by the Consultant to provide and perform Services or Work pursuant to the requirements of this Agreement. The Consultant shall respond to the Miami DDA 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 the work of said employees under this Agreement. 3.03 CONSULTANT KEY STAFF The parties acknowledge that the Consultant was selected by the Miami DDA, in part, based on qualifications of particular staff identified in the Consultant's response to the Miami DDA's solicitation, hereinafter referred to as "Key Staff." The Consultant shall ensure that Key Staff are available for Work upon request from the Miami DDA, as long as said Key Staff are in the Consultant's employ. The Consultant will obtain prior written approval from the Head of Urban Planning or their designee to change or add to Key Staff. The Consultant shall provide the Head of Urban Planning, or their designee with information required to determine the suitability of the proposed new Key Staff. The Head of Urban Planning will act reasonably in evaluating Key Staff qualifications. Such approval shall not constitute any responsibility or liability for t. individual's ability to perform. 3.04 TIME FOR PERFORMANCE The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed ("NTP") issued by the Head of Urban Planning or their designee and to complete each assignment, task or phase within the time stipulated in the NTP. Time is of the essence with respect to performance of Work under this Agreement. A reasonable extension of the time for completion of various assignments, tasks, or phases may be granted by the Miami DDA should there be a delay on the part of the Miami DDA in fulfilling its obligations under this Agreement as stated herein. Such an extension of time shall not be cause for any claims or damages by the Consultant for additional compensation. 3.05 STANDARD OF CARE Consultant shall use the same degree of care, skill, and diligence exercised in the performance of the services as is ordinarily possessed and exercised by members of the same profession, currently practicing, under similar circumstances ("Standard of Care") and is solely responsible for the technical accuracy and quality of their Services. Consultant shall perform all Services in compliance with Florida Administrative Code Chapter 61 G1, Chapter 471 (Engineering), and Chapter 481 (Architecture, Interior Design, and Landscape Architecture) of the Florida Statutes, as amended, and all regulations promulgated applicable to these professions. Consultant shall perform due diligence, in accordance with the Standard of Care, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical Master Planning Services for 2050 Downtown 8 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: AB1 8CF8E-215D-4CF6-8BCA-1 AE74824932E PROFESSIONAL SERVICES AGREEMENT accuracy, and coordination of all Services furnished by the Consultant under this Agreement. Consultant shall correct or revise any errors, omissions, and/or deficiencies in its Services without additional compensation. 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 its Services - ARTICLE 4 SUBCONSULTANTS 4.01 GENERAL 4.01-1 A Subconsultant, as defined in Article 1.28, Subconsultant is a firm that was identified as part of the consulting team during 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 - Subconsultants attached hereto and incorporated herein by reference. 4.01-2 A Specialty Subconsultant is a person or organization that has, with the consent of the Head of Urban Planning, entered into a written agreement with the Consultant to furnish unique and/or 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. 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 Miami DDA under this Agreement. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the Miami DDA and the Subconsultants. The Consultant acknowledges that the Subconsultants are entirely under his direction, control, supervision, retention, and/or discharge. 4.03 CHANGES TO SUBCONSULTANTS The Consultant shall not add to, modify, or change the Subconsultants listed in Attachment A, Schedule Al without prior written approval by the Head of Urban Planning or designee, in response to a written request from the Consultant stating the reasons for any proposed change. ARTICLE 5 DEFAULT 5.01 GENERAL If the Consultant fails to comply with any material term or condition of this Agreement or any other Agreement it has with the Miami DDA, or fails to perform any of its obligations hereunder, then the Consultant shall be in Default. Upon the occurrence of a default hereunder the Miami DDA, in addition to all remedies available to it by law, may immediately, upon written notice to the Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by the Miami DDA to the Consultant while the Consultant was in default shall be immediately returned to the Miami DDA. The Consultant understands and agrees that termination of this Agreement under this section shall not release the Consultant from any obligation accrued 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 Miami DDA for all expenses incurred by the Miami DDA in preparing and negotiating this Agreement, as well as all costs and expenses incurred by the Miami DDA in the re -procurement of the Services, including consequential and incidental damages. In the event of Default, the Miami DDA may also suspend or withhold reimbursements to 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 one or more of the following: Master Planning Services for 2050 Downtown 9 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: AB1 8CF8E-215D-4CF6-8BCA-1 AE74824932E PROFESSIONAL SERVICES AGREEMENT 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 Miami DDA, 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. 5.03 TIME TO CURE DEFAULT, FORCE MAJEURE. The Miami DDA, through the Head of Urban Planning 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 the time stipulated in said notice, after which time, the Miami DDA may terminate the Agreement. The Miami DDA, at its sole and absolute discretion, may allow additional days to perform any required cure if the Consultant provides written justification deemed reasonably sufficient. If the Default has not been corrected by the Consultant within the time specified, the Agreement may be automatically terminated on the last day of the time stipulated in said notice, without the necessity of any further action by the Miami DDA. 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, then the Miami DDA 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 MIAMI DDA'S RIGHT TO TERMINATE The Miami DDA (including specifically the CEO/Executive Director) has the right to terminate this Agreement for any reason or no reason, upon ten (10) business day's written notice. Upon termination of this Agreement, all charts, sketches, studies, drawings, and other data and/or documents, including all electronic (digital) copies related to Work authorized under this Agreement, whether finished or not, must be turned over to the Head of Urban Planning or the designee. The Consultant shall be paid in accordance with the provisions of Attachment B, provided that said documentation is turned over to the Head of Urban Planning or the designee within ten (10) business days of termination. Failure to timely deliver the documentation shall cause the withholding of any payments due without recourse by the Consultant until all documentation is delivered to the Head of Urban Planning or designee. 6.01-1 The Consultant shall have no recourse or remedy from any termination made by the Miami DDA except to receive and retain the fees, and allowable costs or reimbursable expenses, earned as compensation for the Services that were performed in complete 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 Miami DDA, its officials, or employees. The Consultant has voluntarily acknowledged the applicability of this Section by submitting a response to this solicitation. 6.02 CONSULTANT'S RIGHT TO TERMINATE The Consultant shall have the right to terminate this Agreement, in writing, for cause following breach by the Miami DDA if breach of contract has not been corrected within sixty (60) calendar days from the date of the Miami DDA's receipt of a written statement from the Consultant specifying the Miami DDA's breach of its duties under this Agreement. Consultant shall give the Miami DDA prior written notice in the manner provided herein specifying the Miami DDA's breach and afford the Miami DDA sixty (60) calendar days to cure. Upon termination of this Agreement, all charts, sketches, studies, drawings, and other data and/or documents, including all electronic (digital) copies related to Work authorized under this Agreement, whether finished or not, must be turned over to the Head of Urban Planning or the designee. The Consultant shall be paid in accordance with the provisions of Attachment B, provided that said documentation is turned over to the Head of Urban Planning or the designee within ten (10) business days of termination. Failure to timely deliver the documentation Master Planning Services for 2050 Downtown 10 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT shall cause the withholding of any payments due without recourse by the Consultant until all documentation is delivered to the Head of Urban Planning or designee. 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 Miami DDA shall have the right to terminate the Agreement without liability and, at its discretion, to recover from the Consultant the full amount of any and all fees, commissions, percentages, gifts, or other consideration paid to undisclosed lobbyists or agents. Upon termination of this Agreement, all charts, sketches, studies, drawings, and other data and/or documents, including all electronic (digital) copies related to Work authorized under this Agreement, whether finished or not, must be turned over to the Head of Urban Planning or the designee. The Consultant shall be paid in accordance with the provisions of Attachment B, provided that said documentation is turned over to the Head of Urban Planning or the designee within ten (10) business days of termination. Failure to timely deliver the documentation shall cause the withholding of any payments due without recourse by the Consultant until all documentation is delivered to the Head of Urban Planning or designee. 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 therefrom, 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 Miami DDA upon payments made to the Consultant or termination of this Agreement without restriction or limitation on their use, and will be made available, on request, to the Miami DDA 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 Miami DDA shall have the right to visit Project sites 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 and reference in connection with the Miami DDA's use and occupancy of the Project. 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure by the Consultant to promptly deliver all such documents, both hard copy and digital, to the Head of Urban Planning or designee within ten (10) business days of cancellation, or within ten (10) business days of request by the Miami DDA, shall be just cause for the Miami DDA to withhold payment of any fees due the Consultant until the Consultant delivers all such documents. The Consultant shall have no recourse to these requirements. 7.03 RE -USE BY MIAMI DDA It is understood that all Consultant Agreements and/or Work Orders for new work will include the provision for the re -use of surveys, maps, plans, specifications, and other Consultant work products, at the Miami DDA's sole option, and, by virtue of signing this Agreement, the Consultant agrees to such 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. The Consultant will not be liable for re -use by the Miami DDA of plans, documents, studies, or other data for any purpose other than that intended by the terms and conditions of this Agreement. 7.04 NON -DISCLOSURE To the extent allowed by law, the Consultant agrees not to divulge, furnish, or make available to any third person, firm or organization, without Head of Urban Planning's or their 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, or otherwise required by law, where such Master Planning Services for 2050 Downtown 11 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT 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, and Subconsultants to comply with the provisions of this paragraph. 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS The Consultant shall 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, as amended, shall be kept in accordance with the applicable statutes. Otherwise, the records and documentation shall 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 Miami DDA, or any duly authorized agents or representatives of the Miami DDA, 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 required by the Miami DDA to perform the service; (2) upon request from the Miami DDA's custodian of public records, provide the Miami DDA with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the Miami DDA; (4) upon completion of the contract, transfer, at no cost, to the Miami DDA all public records in possession of the contractor or keep and maintain public records required by the Miami DDA to perform the service. If the Contractor transfers all public records to the Miami DDA upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Miami DDA, upon request from the Miami DDA's custodian of public records, in a format that is compatible with the information technology systems of the Miami DDA. 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 DIVISION 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. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE MIAMI DDA WHO IS ADMINISTERING THIS CONTRACT: ELVIRA MANON, EXECUTIVE BOARD SECRETARY, RMLO AT (305) 579-6675, VIA EMAIL AT MANON@MIAMIDDA.COM 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 Agreement and shall expressly require any Subconsultant performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Subconsultant during the Agreement term. Master Planning Services for 2050 Downtown 12 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: AB1 8CF8E-215D-4CF6-8BCA-1 AE74824932E PROFESSIONAL SERVICES AGREEMENT ARTICLE 8 INDEMNIFICATION The Consultant shall indemnify, hold harmless, save and defend the Miami DDA and/or the City, its officers, agents, directors, instrumentalities, agencies, and/or employees from all 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 services under this Contract. Consultant shall, further, hold the Miami DDA and the City, its officials and/or employees, harmless for, and defend the Miami DDA and the City, its officials and/or employees against, any civil actions, statutory, contractual, tort, strict liability, or other claims, actions, injuries, or damages arising or resulting from the work, unless it is alleged that the Miami DDA and/or the City, its officials and/or employees were negligent. In the event that any action or proceeding is brought against the Miami DDA and/or the City by reason of any such claim or demand, the Consultant shall, upon written notice from the Miami DDA and/or City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City Attorney. 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 Miami DDA and/or 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 cost and expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the Miami DDA and/or City's option, against any and all claims of liability and all claims, suits and actions of every name and description which may be brought against the Miami DDA and/or City, in connection with services performed by the Consultant or persons employed or utilized by Consultant. This indemnity, hold harmless and duty to defend, shall survive the term of this Agreement, and shall also survive the cancellation or expiration of this Agreement. This indemnity shall 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. If any portion of the Indemnity is invalidated by a court of competent jurisdiction to be invalid, unenforceable, or illegal, the unenforceable provision shall not affect the otherwise valid terms and provisions of this Section. The applicable terms and provisions shall be deemed modified and will be given effect to the extent necessary to render such provision(s) enforceable, and the rights and obligations of the parties will be construed and enforced accordingly, preserving to the fullest extent possible the intent and agreements of the parties as are set forth in this Section. The Consultant shall require all Subconsultant agreements to include a provision that they shall indemnify the Miami DDA and the City. The Consultant agrees and recognizes that the Miami DDA and 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 Miami DDA and/or 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 Miami DDA and/or City in no way assumes or shares any responsibility or liability of the Consultant or Subconsultant under this Agreement. Ten dollars ($10) of the payments made by the Miami DDA and/or 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 and provided to the Miami DDA all insurance required hereunder, and the City's Risk Management Administrator also known as the Director of the Risk Management Department, or their authorized designee, has approved such insurance. Should the Consultant not maintain the insurance coverage required in this Agreement, the Miami DDA may cancel this Agreement or, at its sole discretion, shall purchase such coverage and charge Master Planning Services for 2050 Downtown 13 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT the Consultant for such coverage purchased. The Miami DDA shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverage purchased or the insurance company or companies used. The decision of the the Miami DDA to purchase such insurance coverage shall in no way be construed as a waiver of its rights under this Agreement. 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. All companies shall have a Florida resident agent and be rated at least A(X), in accordance with A.M. Best Company's Key Rating Guide, latest edition. 9.02 VERIFICATION OF INSURANCE COVERAGE The Consultant shall furnish certificates of insurance to the Procurement Department and Risk Management 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, and shall be enclosed herein as Exhibit B Insurance. The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. The Consultant shall furnish copies of insurance policies pertaining to this Agreement to the Procurement Department and Risk Administrator within ten (10) business days of written request. 9.03 FORMS OF COVERAGE 9.03.1 Commercial General Liability and Automobile Liability: The Consultant shall maintain commercial general liability coverage written on a primary and non-contributory basis, with limits of at least $1,000,000.00 per occurrence, $2,000,000.00 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. Waiver of Subrogation applies in favor of the certificate holder. The coverage shall be written on a primary and non-contributory basis with the Miami DDA and City listed as an additional insured as reflected by endorsement CG 2010 11/85 or its equivalent. Notice of cancellation should read thirty (30) calendar days and ten (10) business 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 $1,000,000.00 naming the Miami DDA and City as an additional insured with respect to this coverage. Notice of cancellation should read thirty (30) calendar days and ten (10) business 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 $2,000,000.00 per claim, $2,000,000.00 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. This insurance shall be maintained for at least one (1) year after completion of the construction and acceptance of any project covered by this Agreement. Coverage must reference the retroactive date. 9.03.4 Worker's Compensation Insurance: The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter 440, as amended, Master Planning Services for 2050 Downtown 14 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT and Employee's Liability with a minimum limit of $500,000.00 for bodily injury caused by disease, each employee, policy limit. 9.03.5 Umbrella Liability: The Consultant shall maintain Umbrella Liability with minimum limits of $1,000,000.00 per occurrence and policy aggregate. Excess Follow form over all liability policies contained herein. 9.03.6 Subconsultant Compliance: The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or their 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) calendar 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 DDA accompanied by justification ARTICLE 10 MISCELLANEOUS 10.01 AUDIT RIGHTS; INSPECTION The Miami DDA 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 Head of Urban Planning, to approve any requests for payment by the Consultant. The inspection and audit provisions provided for Miami DDA contracts set forth in Section 18-101 and Section 18-102 of the 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 Miami DDA 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 a breach of any other 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 Miami DDA, acting by and through the Miami DDA Board. It is understood that a sale of the majority of 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 here under requiring prior Miami DDA approval. The Consultant's services are unique in nature and any assignment, sale transference without the Miami DDA Board approval shall be cause for the Miami DDA to terminate this Agreement. The Consultant shall have no recourse from such termination. The Miami DDA 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 Miami DDA each bind 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. Master Planning Services for 2050 Downtown 15 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES 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 NTP. The original Project price and any addition thereto will be adjusted to exclude any significant sums by which the Miami DDA 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 Miami DDA and the City under Article 8, Indemnification, herein where the Consultant shall pay the Miami DDA's and/or City's reasonable attorney's fees in the event the Miami DDA and/or City must maintain an action to enforce the duty to indemnify the Miami DDA and the City. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by electronic mail, and 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 Miami DDA: Christina Crespi Chief Executive Officer and Executive Director Downtown Development Authority of the City of Miami (Miami DDA) 201 S. Biscayne Blvd. Suite 2600 Miami, Florida 33131-4341 Email: Crespi(d)-MiamiDDA.com Phone: 305-579-6675 Neal Schafers, ASLA, ULI Head of Urban Planning Downtown Development Authority of the City of Miami (Miami DDA) 201 S. Biscayne Blvd. Suite 2600 Miami, Florida 33131-4341 Email: Schafers(a)-MiamiDDA.com Phone: 305-579-6675 With Copies to: Annie Perez, CPPO Director/Chief Procurement Officer Department of Procurement, City of Miami 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130-1910 Email: AnniePerezCu)_Miami.gov Phone: 305-416-1910 Master Planning Services for 2050 Downtown 16 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT George K. Wysong III City Attorney Office of the City Attorney, City of Miami 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130-1910 Email: GWysong(uMiami.gov Phone: 305-416-1832 For Consultant: Zyscovich, LLC Grace Perdomo Senior VP Civic 100 Biscayne Blvd. 27t" Floor Miami, FL 33132-2304 Email: Zvscovichno Zvscovich.com , IT 7 T-3 [cii1+M1 F&A 0►xJ%' 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 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 the subsections of such Section, unless the reference is made to a subsection or subparagraph of such Section or Article. 10.08 JOINT PREPARATION Preparation of this Agreement has been a joint effort of the Miami DDA 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 Consultant's Services under this contract, 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 similar contract provisions in the agreements with all Subconsultants and/or independent contractors retained for the project(s), thereby providing for non- binding mediation as the primary mechanism for dispute resolution. Each party shall 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. Master Planning Services for 2050 Downtown 17 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT 10.11 TIME Time is of the essence in this Agreement. Consultant shall promptly perform its duties under this Agreement and Work Orders pursuant hereto and will give the Work as much priority as is necessary to cause the Work to be completed on a timely basis in accordance with this Agreement. All Work shall be performed strictly (not substantially) within the time limitations necessary to maintain the critical path and all deadlines established in this Agreement and/or Work Orders pursuant hereto. 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 Miami DDA 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, gender identity, religion, age, handicap, marital status, national origin, or sexual orientation. The Consultant further covenants that no otherwise qualified individual shall, solely by reason of their race, color, gender, gender identity, religion, age, handicap, marital status, national origin, or sexual orientation, 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, and local laws, rules, regulations, and ordinances. The Miami DDA reserves the right to refuse the Consultant's access to the Miami DDA property, including project jobsites, if the Consultant's 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 Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the Miami DDA, including Titles I and II of the ADA (regarding non-discrimination on the basis of disability) and all applicable regulations, guidelines, and standards. Additionally, the Consultant shall take affirmative steps to insure non-discrimination in 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 or affiliation between the parties. The Consultant has no authority to bind the Miami DDA to any promise, debt, default, contract liability, or undertaking of the Consultant. 10.14 DISCRETION OF HEAD OF URBAN PLANNING Any matter not expressly provided for herein dealing with the Miami DDA or decisions of the Miami DDA shall be within the exercise of the reasonable professional discretion of the Head of Urban Planning or the authorized designee. 10.15 RESOLUTION OF CONTRACT DISPUTES The Consultant understands and agrees that all disputes between it and the Miami DDA based upon an alleged violation of the terms of this Agreement by the Miami DDA 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 Miami DDA 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 Head of Urban Planning, as identified Master Planning Services for 2050 Downtown 18 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT in Article 10.06, Notices. Upon receipt of said notification, the Head of Urban Planning shall review the issues relative to the dispute and issue a written finding. Should the Consultant and the Head of Urban Planning fail to resolve the dispute the Consultant shall submit their dispute in writing within five (5) calendar days to the Director of Procurement. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said notification, the Director of Procurement shall review the issues relative to the dispute and issue a written finding. The Consultant must submit any further appeal in writing within five (5) calendar days to the CEO/Executive Director. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Appeal to the CEO/Executive Director 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 CEO/Executive Director's decision shall be approved or disapproved by the Miami DDA Board. The Consultant shall not be entitled to seek judicial relief unless: (i) it has first received CEO/Executive Director's written decision, approved by Miami DDA Board, if applicable; or (ii) a period of sixty (60) calendar days has expired after submitting to the CEO/Executive Director a detailed statement of the dispute, accompanied by all supporting documentation, or a period of (90) calendar days has expired where the CEO/Executive Director's decision is subject to Miami DDA Board approval; or (iii) The Miami DDA has waived compliance with the procedure set forth in this section by written instrument(s) signed by the CEO/Executive Director. 10.16 INDEPENDENT CONTRACTOR The Consultant has been procured and is engaged to provide services to the Miami DDA as an independent contractor, and not as an agent or employee of the Miami DDA. Accordingly, the Consultant shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the Miami DDA, nor any rights generally afforded by classified or unclassified employees. The Consultant further understands that Florida Workers' Compensation benefits available to employees of the Miami DDA 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 Miami DDA under this Agreement. The Miami DDA is not a guarantor of any debt or obligation of the Consultant and the Consultant has no ability to bind the Miami DDA in this regard. 10.17 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and this Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) calendar days' notice. 10.18 THIRD PARTY BENEFICIARY The Consultant and the Miami DDA 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 If a PSA or other Agreement was provided by the Miami DDA and included in this solicitation for the project(s), no additional terms, or conditions, which materially or substantially vary, modify, or alter the terms or conditions of this Agreement, in the sole opinion and reasonable discretion of the Miami DDA, 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. 10.20 SEVERABILITY If any term or provision of this Agreement, or combination of the same, is in violation of any applicable law or regulation, or is unenforceable or void for any reason, such term, provision, or combination of same shall be modified or reformed by the court to the minimum extent necessary to accomplish the intention of the entire Agreement to the maximum extent allowable, under any legal form, without violating applicable law or regulation. Notwithstanding, the remainder of the Agreement shall remain Master Planning Services for 2050 Downtown 19 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT binding upon the parties. This Subsection shall not apply if there is a material breach of this Agreement causing cancelation or cancellation for convenience. 10.21 COUNTERPARTS; ELECTRONIC SIGNATURES This Agreement may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as the original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 10.22 ANTI -HUMAN TRAFFICKING The Consultant confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. The Consultant shall execute and submit to the City an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as "Anti - Human Trafficking Affidavit". If the Consultant fails to comply with the terms of this Section, the Miami DDA may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the Miami DDA be liable to Consultant for any additional compensation or for any consequential or incidental damages. 10.23 E-VERIFY By entering into this Agreement, the Consultant and its subconsultants are jointly and severally obligated to comply with the provisions of Section 448.095, Florida Statutes, as amended, titled "Employment Eligibility." The Consultant affirms that (a) it has registered and uses the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees of the Consultant; (b) it has required all subconsultants to this Agreement to register and use the E-Verify system to verify the work authorization status of all new employees of the subconsultant; (c) it has an affidavit from all subconsultants to this Agreement attesting that the subconsultant does not employ, contract with, or subcontract with, unauthorized aliens; and (d) it shall maintain copies of any such affidavits for the duration of the Agreement. Registration information is available at: http://www.uscis.gov/e-verify. If the Miami DDA has a good faith belief that Consultant has knowingly violated Section 448.09(1), Florida Statutes, then the Miami DDA shall terminate this Agreement in accordance with Section 448.095(5)(c), Florida Statutes. In the event of such termination, the Consultant agrees and acknowledges that it may not be awarded a public contract for at least one (1) year from the date of such termination and that Consultant shall be liable for any additional costs incurred by the Miami DDA because of such termination. In addition, if the Miami DDA has a good faith belief that a subconsultant has knowingly violated any provisions of Sections 448.09(1) or 448.095, Florida Statutes, but Consultant has otherwise complied with its requirements under those statutes, then Consultant agrees that it shall terminate its contract with the subconsultant upon receipt of notice from the Miami DDA of such violation by subconsultant in accordance with Section 448.095(5)(c), Florida Statutes. Any challenge to termination under this provision must be filed in the Circuit or County Court by the Miami DDA, Consultant, or subconsultant no later than twenty (20) calendar days after the date of Agreement termination. END OF SECTION REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Master Planning Services for 2050 Downtown 20 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: AB1 8CF8E-215D-4CF6-8BCA-1 AE74824932E PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST: A Print Name, Title ATTEST: Consultant Secretary (Affirm Consultant Seal, if available) ATTEST: -DocuSigned by: rJ l _ L46UW_560DCF14 Si ned Todd B. Hannon, City Clerk FF�\T�oFnr APPROVED AS TO INSURANCE REQUIREMENTS: DocuSigned by: -2.7zg5rs a2_1n.E7 David Ruiz, Interim Director Risk Management Department Master Planning Services for 2050 Downtown 21 Miami Master Plan Update (CBD Focus) —Phase I Zyscovich, LLC, a Florida Limited Liability Corooration Signature Grace Perdomo, Senior Vice President of Civic Print Name, Title (Corporate rt tn•. 7llttl{14��� DOWNTOWN DEVELOPMENT AUTHORITY of the City of Miami, an independent agency and instrumentality of the City of Miami F7`11 Signed by: rl R e i, CEO/Executive Director APPROVED AS TO LEGAL FORM AND CORRECTNESS: DocuSigned by: Lc av�c � i1�1�sa1 111 7��FFsaaa.sS..^ George K. Wysong III, City Attorney 25-934k Ij DS S RFQ No. 23-24-022 / 1 Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) I HEREBY CERTIFY that at a meeting of the Board of Directors of 1.1.4 , a corporation organized and existing under the laws of the State of tiC�- , held on the 10 day of .2iA-T, a resolution was duly passed and adopted authorizing (NameiM--;C--MJ4*9d'y—) (Title)PQxSI0rtKr1 of the corporation to execute agreements on behalf of the corporation and providing that their execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. I further certify that said resolution remains in full force and effect. IN WITNESS W�EREOF, I have hereunto set my hand this�22 day of s4®, 20 2 Secretary: Print: N) 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 their 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 I Street Address City State Zip Master Planning Services for 2050 Downtown 22 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this Agreement is authorized to sign documents on behalf of the joint venture. If there is no joint venture agreement, each member of the joint venture must sign this Agreement and submit the appropriate Certificate of Authority (corporate, partnership, or individual). I HEREBY CERTIFY that, I (Name CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) 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 FLID R 1 Q& ) COUNTY OF MMI -Ift) The in foregoing instrument was acknowledged before me this 22- day of .���, 20 Z , by w6tf ' fawow 0 , who is personally k w_ np n t. mP or who has produced j6jjv a U SIGNATURE OF O ARY PU IC STATE OF FLOR J Y Nz&' ''PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC as identification and who (did / did not) take an oath. MY Ca SSION EAPIRES 7-22 2026 � �s SION ....... 11a�•� Master Planning Services for 2050 Downtown 23 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL The City of Miami, in coordination with the Miami DDA, has procured a qualified and experienced master planning and urban planning firm to provide Master Planning Services for 2050 Downtown Miami Master Plan Update (CBD Focus), under the oversight of the Miami Downtown Development Authority ("Miami DDA"), and in accordance with all applicable laws, building and environmental regulations, including code requirements for the State of Florida, Miami -Dade County, and the City, as well as the Scope of Services contained in this RFQ. The Consultant and its Subconsultants must be able to perform every element and task included in, but not limited to, those outlined in Section A1.01, "Scope of Services." The Consultant has been selected in accordance with Section 287.055 of the Florida Statutes, CCNA, as amended. A1.01 SCOPE OF SERVICES The Consultant shall provide master planning and urban planning services in two (2) phases. Phase I will be divided into separate phases: The Project is divided into two (2) phases. During Phase I of the Project, the Consultant shall establish vision, goals, and priorities for Downtown CBD's future. Phase I will be further divided into five (5) different tasks: Task 1: Goal Setting. This task shall include a kickoff meeting to discuss the Project objectives and considerations following the seven (7) Project goals as identified by the Miami DDA Board (1. Economic Development, 2. Resiliency, 3. Regulatory Incentives, 4. Transit and Mobility, 5. Adaptive Reuse, 6. Public Realm + Open Space, and 7. Activation + Governance). A Project Management Plan will be developed assuming a Project duration schedule of nine (9) months. Deliverables shall include Workshop Summary highlighting Plan Goals and a revised/updated Work Plan. Task 2: Measuring. Compile and synthesize information on recent and on -going planning efforts by both assessing physical and land use planning and identifying gaps, overlaps, or redundancies. Review geospatial and statistical datasets available through the City of Miami's data portal and other sources and identify any gaps in data availability and requirements. The analysis covers five (5) key assessments: 1. On -the -Ground Assessment, 2. Demographics and Economics, 3. Urban Fabric Assessment, 4. Development Assessment, and 5. Trend Analysis. Deliverables shall include a Baseline Conditions Report highlighting key findings as well as a presentation to the Miami DDA Board. Task 3: Visioning. Initiate three (3) Public engagement activities including, but not limited to, 1. Kickoff Event, 2. Engagement Platform, and 3. Downtown Roundtables. Combine data from the Public engagement process and baseline assessments to identify the overall vision, goals, and priorities around including, but not limited to, the following Plan elements: 1. Economics, 2. Resiliency, 3. Transit + Mobility, 4. Public Realm + Open Space, 5. Activation + Governance, and 6. Urban Design. Deliverables shall include a Draft Vision Plan presentation to the Miami DDA Board. Task 4: Prioritizing + Defining. Draft a Planning and Urban Design Framework to guide strategic planning decisions within the CBD. This Framework shall define overall strategies/themes, draft a Strategic Vision Plan chapter, identify opportunity areas for the CBD, and identify opportunities to partner with local agencies. The Framework elements include, but are not limited to, 1. Resiliency, 2. Regulatory, 3. Transit + Mobility, 4. Public Realm + Open Space, and 5. Activation Master Planning Services for 2050 Downtown 24 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT + Governance. Deliverables shall include a Draft Strategic Vision Plan with Urban Design Framework Plan. Task 5: Vision Plan + Framework. Compile previous deliverables into a final draft plan document which will include assessments and findings organized according to a hierarchy of themes, focus areas, programmatic elements, strategies, and initiatives at the districtwide scale. The final plan shall include an executive summary and a detailed Urban Design Framework Plan. The Consultant shall present the Final Plan to the Miami DDA Board. Deliverables shall include a Strategic Vision Plan with a New Vision Statement, Urban Design Framework Plan, strategy, and narrative on how to achieve plan vision and goals, and engagement and communications plan for the next stages. Phase II of the Project shall be negotiated upon completion of Phase I, and upon availability of funding. The Consultant's team shall consist of the following personnel, as listed under Schedule A2: ■ Project Manager ■ Lead Master Planner/Urban Planner In addition to the Key Personnel listed above, the Consultant's team shall have the following Required Personnel, through either the Consultant's staff or that of any Subconsultant: ■ Economist / Economic Development ■ Transportation Planner ■ Resilience / Adaptation Specialist ■ Landscape Architect ■ Community Outreach Specialist ■ Park Design ■ Public Space Activation and Management A1.02 WORK ORDERS When the Miami DDA has determined that the Project is to proceed, the Head of Urban Planning 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 Head of Urban Planning or designee. The Consultant and Head of Urban Planning 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 Miami DDA, indicating the proposed Scope of Services, time of performance, staffing, proposed fees, Subconsultants, and deliverable items and/or documents. The Head of Urban Planning or 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 staff will prepare a Work Order that will be reviewed by the Head of Urban Planning or designee. Upon approval, department staff will issue a written Notice to Proceed (NTP) subsequent to approval of the Work Order by the Head of Urban Planning or designee. A1.03 PAYMENTS The Miami DDA will pay the Consultant in accordance with the provisions and limitations of Attachment B, Compensation and Payments. No payment will be made for the Consultant's time or services in connection with the preparation of any Work Order Proposal or for any Work done in the absence of an executed Work Order, NTP and/or Purchase Order. Master Planning Services for 2050 Downtown 25 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT ARTICLE A2 OVERVIEW OF PROJECT SERVICES Consultant agrees to provide complete master planning and urban planning services as set forth in the tasks enumerated hereinafter, in accordance with the Florida Building Code, latest edition, all federal, state, county and City of Miami, Florida, Laws, Codes and Ordinances. Consultant shall maintain an adequate staff of qualified personnel on the Work at all times to ensure its performance as specified in this 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 the Miami DDA. Consultant shall not proceed with the next task of the Work until the documents have been approved, in writing, by the Miami DDA, and an Authorization to Proceed with the next task has been issued by the Miami DDA. Consultant is solely responsible for the technical accuracy and quality of their Work. Consultant shall perform all Work in compliance with Chapter 471 of the Florida Statutes and Rules 61G15- 18 through 61 G15-37 of the Florida Administrative Code. Consultant shall perform due diligence, in accordance with best industry practices, 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, specifications, 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 its designs, drawings, specifications, or other Services. _ -Offlm- W720'11 . ■ ■ ■ - -1 1 - ' I 1 11101e •M.. t e - •IMITKYJ 1.1marr.r-TZ. - ME • ■ • • ■ ARTICLE A3 ADDITIONAL SERVICES A3.01 GENERAL Master Planning Services for 2050 Downtown 26 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT Services categorized below as "Additional Services" may be specified and authorized by the Miami DDA 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 Head of Urban Planning or CEO/Executive Director and will be compensated for as provided in Attachment B, Article B3.05, Fees for Additional Services. A3.02 EXAMPLES Except as may be specified in Schedule A herein, Additional Services may include, but are not limited to the following: A3.02-1 Appraisals: Investigation and creation of detailed appraisals and valuations of existing facilities, and surveys or inventories in connection with construction performed by Miami DDA. A3.02-2 Specialty Design: Any additional special professional services not included in the Scope of Work. A3.02-3 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. A3.02-4 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 Miami DDA'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, sub -contractor, or equipment manufacturer. A3.02-5 Maior 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 Miami DDA and are due to causes beyond the control of 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 mediation, arbitration, or legal proceeding, providing, however, that Consultant cannot testify against Miami DDA 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 Miami DDA 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 Miami DDA 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. A4.01-1 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 Subconsultants. 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. Master Planning Services for 2050 Downtown 27 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES 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. Gest6 appFeyed by the PFGjeGt MaRa vaf Paid feF by the A4.01-6 Other: Items not indicated in Article A4, Reimbursable Expenses, when authorized by the Project Manager. 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 Head of Urban Planning and subject to all budgetary limitations of the Miami DDA and requirements of this Agreement. ARTICLE A5 DDA'S RESPONSIBILITIES A5.01 PROJECT AND SITE INFORMATION The Miami DDA, at its expense and as far 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. Consultant shall recommend necessary tests to the Miami DDA. A5.01-3 General Project Information: Information regarding Project Budget, Miami DDA and State procedures, guidelines, formats, and assistance required establishing a program. 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. Consultant must still perform field investigations as necessary to obtain sufficient information to perform its services. Investigative services in excess of "Normal Requirements," as defined, must be authorized in advance. A5.01-5 Reliability: The services, information, surveys, and reports shall be furnished at the Miami DDA's expense, and Consultant shall be entitled to rely upon the accuracy and completeness thereof, provided Consultant has reviewed all such information to determine if additional information and/or testing is required to properly design the Project. Master Planning Services for 2050 Downtown 28 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A SCHEDULE Al - SUBCONSULTANTS FIRM NAME CONSULTING FIELD Lambert Advisory LLC GIS/Economic and Market Strategy Kimley-Horn and Associates, Inc. Traffic/Transportation Engineering/Civil Engineering Jacobs Engineering Group Inc. Resilience Curtis & Rogers Design Studio, Inc. Landscape Architecture/Arboriculture/Resilience LM Genuine Solutions, LLC Community Outreach/Communications Hargreaves Jones Landscape Architecture D.P.C. Inc. Landscape Architecture Town Square Consulting Public Space Management/Economic Development SCHEDULE A2 - KEY STAFF JOB CLASSIFICATION NAME Project Manager Robert Werthamer, ASSOC, AIA, LEED AP, AR Lead Master Planner/Urban Planner Trent Bau hn, RA, AICP, LEED AP Lead Economist Paul Lambert Transportation Planner John McWilliams, PE Resilience/Ada tation Specialist Susanne Torriente Landscape Architect Aida Curtis, LA Community Outreach Specialist Lisa Martinez Principal -in -Charge Bernard Zyscovich, FAIA, NCARB Principal, Director of Design Suria Yaffar, ASSOC, AIA, LEED AP Project Director, SVP of Civic Grace Perdomo, ASSOC, AIA Senior Urban Designer Manuel Del Monte Urban Designer Darys Avila Architectural Designer Marcel Ramirez Jr. Designer / Graphics Support Andrew Zegans Market Analyst Eric Liff Market Research / GIS Todd Peterson Traffic / Transportation Engineer Stewart Robertson, PE Traffic / Transportation Engineer Adrian Dabkowski, PE, PTOE Civil Engineer Aaron Buchler, PE Resilience Jason Bird Resilient Community Planner, Landscape Designer Sarah Marrs Resilient Water Resources Engineer Alec Rodriguez, PE Landscape Architect / Arborist Jennifer Rogers- Pomaville, LA Resilient Designer Mariana Gabriela Boldu Dallmann, LA Communications Strategist Support Marika Lynch Operations Manager Juan Ramirez Master Planning Services for 2050 Downtown 29 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: AB1 8CF8E-215D-4CF6-8BCA-1 AE74824932E PROFESSIONAL SERVICES AGREEMENT SCHEDULE A2 - KEY STAFF CONTINUED Principal -in -Charge (Hargreaves Jones) Mary Lydecker, RLA, ASLA, LEED AP BD+C Principal Town Square Consulting) Jerome Barth Principal Town Square Consulting) Sara Nordman Consultant Karolyn Chamberlin Design Lead / Landscape Architect Mary Margaret Jones, FASLA, FAAR Associate Principal Anchalee Phaosawasdi, RLA REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Master Planning Services for 2050 Downtown 30 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B - COMPENSATION AND PAYMENTS ARTICLE 1131 METHOD OF COMPENSAl10N 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 Head of Urban Planning 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 Rate Fees, and at the rates set forth pursuant to the same. c) A Fees by Task as defined in Article B3.03, Fees by Task. B1.01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant payable by the Miami DDA under this Agreement shall be limited to the amount specified in Article 2.05-1 Compensation Limits, as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the Miami DDA 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 CEO/Executive Director or the Miami DDA Board 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 Miami DDA 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 been received and approved by the Head of Urban Planning. The averages of said certified Wage Rates are summarized in Schedule B1 - Wage Rates Summary incorporated herein by reference. Said Wage Rates are the effective direct hourly rates, as approved by the Miami DDA, 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 - Wages Rates Summary 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 Miami DDA 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 Miami DDA. 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 Master Planning Services for 2050 Downtown 31 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT 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 Miami DDA. The Consultant shall identify job classifications, available staff, and projected man-hours required for the proper completion of tasks and/or groups of tasks, milestones, and deliverables identified under the Scope of Work as exemplified in Schedule B1 - Wage Rates Summary. B2.05 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by the Miami DDA 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 termination of this Agreement. 06 GRrQA I A T10 i thiQ first year ef the r-Aptrar-t term, the esr--alatie.p ef said Wage Rates may be r--e-Risid-tared FejeGt said regl jests fer ocnalatinn ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The Miami DDA agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement fees computed by one (1) 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 Miami DDA and the Consultant and stated in a Work Order. Lump Sum compensation is the preferred method of compensation. B3.01-1 Lump Sum: Shall be the total amount of compensation where all aspects of Work are clearly defined, quantified and calculated. B3.01-2 Modifications to Lump Sum: If the Miami DDA authorizes a substantial or material change in the Scope of Services, the Lump Sum compensation for that portion of the Services may be equitably and proportionately adjusted by mutual consent of the Head of Urban Planning or designee and Consultant, subject to such additional approvals as may be required by legislation or ordinance. B3.01-3 Lump Sum Compensation: Compensation shall be calculated by Consultant, utilizing the Wage Rates established herein including multiplier, and reimbursable expenses. Prior to issuing a Work Order, the Miami DDA may require Consultant, to verify or justify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Attachment A, Schedule A2 - Key Staff. B3.02 HOURLY RATE FEES B3.02-1 Hourly Rate Fees: Hourly Rate Fees shall be those rates for Consultant and Subconsultant employees identified in Schedule 131. All hourly rate fees will include a maximum not to exceed figure, inclusive of all costs expressed in the contract documents. The Miami DDA 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 Master Planning Services for 2050 Downtown 32 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT the complete nature, and/or aspects, tasks, man-hours, or milestones for a 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 Miami DDA 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 FEES BY TASK Payment structure where compensation is tied to the completion of specific, predefined tasks or deliverables as identified in Exhibit A. Each task is assigned a fixed fee, and payment is made upon satisfactory completion of that task, regardless of the time or resources expended. All tasks will include a maximum not to exceed figure, inclusive of all costs expressed in the contract documents. The Miami DDA shall have no liability for any fee, cost, or expense above this figure. B3.04 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 Miami DDA at direct cost expended by the Consultant. The Miami DDA authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. The Miami DDA will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Head of Urban Planning or designee including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks. B3.05 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 Head of Urban Planning 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 Miami DDA as Additional Services. The fees for alternates will be calculated by one of the three methods outlined above, as mutually agreed by the Head of Urban Planning and the Consultant. B3.06 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 Article A8 and B3.04 respectively, may be applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets, which can be found on the City's Webpage at https://www.miamigov.com/Government/Departments-Organizations/Office-of-Capital- Improvements. 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. B3.06-1 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, or Fees by Task with a Not to Exceed Limit. B3.06-2 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 Head of Urban Planning for each additional service requested by the Miami DDA. The NTP 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 Master Planning Services for 2050 Downtown 33 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT Purchasing Ordinance, the Consultants' Competitive Negotiation Act, and other applicable laws. B3.06-3 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) time the amount expended by the Consultant. B3.07 PAYMENT EXCLUSIONS The Consultant shall not be compensated by the Miami DDA 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 Miami DDA. B3.08 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the Miami DDA for more than three (3) 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 (3) months, the Consultant's further compensation shall be subject to renegotiation. ARTICLE 1134PAYMENTS 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 Miami DDA in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form, which can be found at the end of this document. Failure to submit an invoice(s) within sixty (60) calendar days following the provision of Services contained in such invoice may be cause for a finding of default. Failure to use the Invoice Form will result in rejection of the invoice. 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 Head of Urban Planning, 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 Master Planning Services for 2050 Downtown 34 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT submit for approval by the Head of Urban Planning 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 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS B5.01 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 Miami DDA'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. 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 Head of Urban Planning and subject to all budgetary limitations of the Miami DDA and requirements of Article B5, Reimbursable Expenses, herein. ARTICLE 1136 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 Miami DDA'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. END OF SECTION REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Master Planning Services for 2050 Downtown 35 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B - COMPENSATION AND PAYMENTS SCHEDULE B1 - WAGE RATES SUMMARY JOB CLASSIFICATION NEGOTIATED HOURLY RATE ADJUSTED AVERAGE HOURLY RATE (2.9 Home Multiplier Applied) ADJUSTED AVERAGE HOURLY RATE (2.4 Field Multiplier Applied) Principal -in -Charge $250.00 Project Director $85.00 $246.50 $204.00 Principal Design Lead $80.00 $232.00 $192.00 Project Manager $70.00 $203.00 $168.00 Senior Urban Designer $68.00 $197.20 $163.20 Lead Master Planner / Urban Planner $67.00 $194.30 $160.80 Urban Designer $54.00 $156.60 $129.60 Architectural Designer $42.55 $123.40 $102.12 Jr. Designer / Graphic Support $28.37 $82.27 $68.09 Subconsultant - Lambert Advisory LLC Managing Principal (Managing Economist) $80.00 $232.00 $192.00 Principal (Principal Economist) $70.00 $203.00 $168.00 Director (Sr. Economist) $56.90 $165.00 $136.56 Senior Advisor (GIS, Economist) $48.28 $140.01 $115.87 Advisor (Economist) $43.10 $124.99 $103.44 Subconsultant - Kimley-Horn and Associates, Inc. Analyst $43.10 $124.99 $103.44 Professional $58.62 $170.00 $140.69 Senior Professional 1 $70.00 $203.00 $168.00 Senior Professional II $80.00 $232.00 $192.00 Senior Technical Support $44.80 $129.92 $107.52 Support Staff $31.00 $89.90 $74.40 Technical Support $36.20 $104.98 $86.88 Jacobs Engineering Group Inc. Resilience Policy and Strategy Lead $80.00 $232.00 $192.00 Resilience Lead $70.00 $203.00 $168.00 Master Planning Services for 2050 Downtown 36 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) -Phase I Docusign Envelope ID: AB1 8CF8E-215D-4CF6-8BCA-1 AE74824932E PROFESSIONAL SERVICES AGREEMENT Resilience Engineer $57.52 $167.00 $138.00 Planning and Landscape Architect $69.12 $200.00 $166.00 Curtis & Rogers Design Studio, Inc. Principal $250.00 Sr. Landscape Architect $60.11 $174.32 $144.26 Landscape Architect Project Manger $51.92 $150.57 $124.61 Landscape Architect $40.72 $118.17 $97.73 Certified Arborist $36.30 $105.27 $87.12 Landscape Architect $31.01 $89.93 $74.42 LM Genuine Solutions LLC CEO $235.00 Production Manager $68.00 $197.20 $163.20 Operations Director $33.50 $97.15 $80.40 Project Associate $44.00 $127.60 $105.60 Communications Strategist $57.00 $165.30 $136.80 Hargreaves Jones Landscape Architecture D.P.C. Inc. Design Lead - Landscape Architect $80.00 $232.00 $192.00 Principal -in -Charge - Project Manager $70.00 $203.00 $168.00 Landscape Designer II $45.17 $130.99 $108.41 Landscape Designer 1 $33.93 $98.40 $81.43 Town Square Consulting Principal $250.00 (*) Flat rate, no multipliers applied. Master Planning Services for 2050 Downtown 37 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) -Phase I Docusign Envelope ID: AB1 8CF8E-215D-4CF6-8BCA-1 AE74824932E PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B - COMPENSATION AND PAYMENTS SCHEDULE B2 - CONSULTANT INVOICE MIAh11DOWNTOWN DEVELOPMENT AUTHORITY CONS ULTAeNTfOOHTRACTOR'S STANDARD INVOICE To: Marni Damtaim Deuebprr�--. AuthDrity 201 South Bisc.Wne Blvd_. S. -e 2-3.0 Miami, FL 33131 Invoice Number. ATTK:I InYaleeData: MornhOD, OD11a PaQ�: From: Irrvdee Pedod: Fran[ TO- M" Oa, 001E UDnitI 00, a" contrad No.: Corrtrr<ct TMIK PFOW NO.: Pr"M mum: NOTE: k.¢kitaP ar K�fe 2.4Q PM mII ex s:.-wa wiL' IIf�,� lr3,s �s, Cvrr Fnpvt h-O.Dar r+rxwte m 2. m pain wr, sake Em�h irro c nerl Gm bWad L-1 a Fria" dra VA iI tYiSY and PUMIUM CWJ69 NO.: igpraprl E,xk"sp omw a a is axe' mica. 5U"1 Wpm jZ ripwaurgn Yl.. Wont CU16F lie . MENWCE C3DN7FtAO-r M13UWr % CUBEic"rc' TOTALERRNED PREMU*LYMV0rED .- CURREhrr1NYDCE.AIIDUIrr TO DATE - Dr tjn Deudopmert MO) _ 30% D.." M% C01 _ ER% Gmsbgx5m ME�- _ _ a s6% Cam �@ DnrRMFWNFMEMS 5 GMZtWrfol Al nhb2q*m [CM Poetnbrz2b1e Eq� - 5 - a - a - S - zrM S 5 3. rime] Addtbrmd 6ertes- -1. rllual # 5 5 5 z MW i 5 5 5 5 5 5 TOTLL: s SUM04 : 4 Pr loF bD trt]B kwok& Rwwi nl ng Cmtra(:[ Balance: _ Ndjc#tona: TGtai Lice NBE-sONFLTrEDP Y =BiW CERTIFIEDMUEANDCGARECT EY. SUPFC TIP463GCUNEN73 QWKK1ST:. k&~ Laorr orPrwa taiatl Irr.aes3 Eurpx c D_wk M Iw h ,cbk Carro+. m EMoa Rtpwt rUre Ln:)7 F—R. v.: FnY Prm+' ~Curren .Addle vI Eanio`.i,rtrY¢aYcrfr 17rm Peers TIk �'Fl nc,P : AREA TO 13E COMP'LETM LiY CITY OF MUM CITY OF MIAMI LPPROVAL D4Te 613kATLEE Date Fd etr d DDA MCUECr IAhM MER. CHEF PRWECT MAPL 3ER Nell Schafers, ASLik ULI HEAD OF LFH.M PLAME03 Christina Crespi E.YE v_—'.'E C FEv-DR, DDk Master Planning Services for 2050 Downtown 38 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: AB1 8CF8E-215D-4CF6-8BCA-1 AE74824932E PROFESSIONAL SERVICES AGREEMENT EXHIBIT A - CONSULTANT WORK ORDER PROPOSAL Master Planning Services for 2050 Downtown 39 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E MASTER PLANNING SERVICES FOR 2050 DOWNTOWN MIAMI MASTER PLAN UPDATE - DMMPU (CBD FOCUS) RFP No. 23-24-022 Page 1 of 2 EXHIBIT B - Proposed FEES for STAGE 1 WORK DATE REV:08-19-2025 STAGE 1 Phase Task DESCRIPTION TASK FEES BY TASK STAGE 1: 2050 DMMPU STRATEGIC VISION PLAN I Estimated Timeline: 9 to 12 Months (1) Establishing Vision, Goals and Priorities for Downtown CBD's future across a range of topics and issues. (2) Creating spatial mapping of priorities - an Urban Design Framework- for achieving the Vision, Goals, and Priorities, (3) Design team Focusing on the planning initiatives and testing of the more urgentneeds in the CDB. FOCUS (4) Identifying areas where more detailed planning work is required in Stage 1 work (for example around open space, public realm and economic development and recommendations for incentives and zoning). During Stage 2, our team will identify areas where more detailed planning work is required in resiliency, transportation /mobility, and implementation strategies. OVERALL PROJECT MANAGEMENT & COORDINATION $ 25,000.00 Kick -Off Meeting Bi-Weekly Project Meetings - Check -in DDA Board Meetings Public Outreach - Develop Outreach Engagement & Communication Plan for Stage 1 Work STAGE 1: TASKS 1.0 through 5.0 TASK 1.0 GOALSETTING $ 25,000.00 Facilitate a half -day (1/2) Goal -Setting Workshop with the DDA Board to establish key focus areas and a common understanding of the 2050 DMMPU goals and objectives. TASK 2.0 MEASURING $ 105,000.00 Focus: Compile and synthesize data including information on recentand on-goingplanning efforts as well as establish an understanding of the Downtown CBD as it exists todayas a basis for developing plan vision, goals and priorities. 2.1 Existing Plans Assessment - Review previous studies, upcoming catalystic projects and review proposed public and $ 8,000.00 private projects. Baseline Conditions Analysis - Review datasets available through the City data portal and other sources and identify any 2.2 gaps in data availability and requirements. Extensive review of GIS datasets, followed by mapping and diagramming the $ 75,000.00 physical and urban design issues incl issues related to uses currently permitted or recommended in the CBD. A. On -the -Ground Assessment B. Demographics and Economics C. Urban Fabric Assessment D. Development Assessment E. Trends Analysis 2.3 Case Studies of Best in Class $ 12,000.00 Deliverables: Baseline Conditions Report highlighting key findings. Draft materials on baseline conditions include graphs, maps and diagrams depicting findings. Materials are to be used during engagement activities to help identifypreliminary $ 10,000.00 Plan themes. Presentation to DDA Board. TASK 3.0 VISIONING $ 2609000.00 3.1 Visioning Engagement + Communications Focus: The Stage 1 engagementprocess will aim to build awareness and facilitate conversation around specific visioning themes for input from the DDA Board and identified stakeholders. 1. Kickoff Event: The Consultant will launch the Stage 1 master planning process with a high -profile kick-off event in the 3.1.1 CBD, aimed at introducing the project scope and for gathering initial feedback. This event will be utilized to build $ 25,000.00 excitement and public interest in the process. 2. Engagement Platform: The Consultant will establish a dedicated project website with interactive features and real-time 3.1.2 updates including an online surveyfor public engagement and to facilitate easy access to information and feedback $ 15,000.00 opportunities. Docusign Envelope ID: AB1 8CF8E-215D-4CF6-8BCA-1 AE74824932E MASTER PLANNING SERVICES FOR 2050 DOWNTOWN MIAMI MASTER PLAN UPDATE - DMMPU (CBD FOCUS) RFP No. 23-24-022 Page 2 of 2 EXHIBIT B - Proposed FEES for STAGE 1 WORK DATE REV:08-19-2025 STAGE 1 Phase Task DESCRIPTION TASK FEES BY TASK 3. Downtown Roundtables: The Consultant will facilitate a visioning session with the DDA Board and host five (5) 3.1.3 Roundtables with the following Stakeholder Groups - Residents, Businesses, Property Owners, Public Agencies and $ 125,000.00 Institutional Organizations - for specific input and feedback on the CBD goals, priorities and plan themes. 3.2 Synthesizing Data + Input 3.2.1 Synthesize feedback collected as a first step in vision and goal synthesis with a deep look at the physical and spatial $ 40,000.00 implications of the DDA, stakeholders and community identified goals, desires and feedback.. 3.2.2 Identify opportunity areas within the CBD by combining data from baseline assessments and engagement process to $ 25,000.00 formulate overarching vision. 3.3 Draft Vision Plan for the 2050 DMMPU 3.3.1 Based on the visioning and synthesis of findings in previous tasks, start to identify overall vision, goals and priorities $ 20, 000.00 around, but not limited to, the following plan elements: Economics; Resiliency; and Transit+ Mobility. Deliverable s:Visioning Documentation. Summary Document outlining DMMPU Vision and Goals and 3.3.2 stakeholder engagement feedback as well as public survey results. Draft Vision Plan presentation to the DDA $ 10, 000.00 Board. TASK 4.0 PRIORITIZING + DEFINING $ 115,000.00 Focus: Translate the vetted Plan themes, vision and goals from Task 3.0 into an Urban Design Framework to guide strategic planning decisions within the CBD. This Framework will be a key element of the 2050 DMMPU Strategic Vision Plan. The Urban Design Framwork Plan will be place -based and programmatic. 4.1 Draft Framework Plan for the 2050 DMMPU 4.1.1 Develop a framework and overall strategies across all the confirmed Plan themes and goals for discussion and review $ 50, 000.00 with the DDA. 4.1.2 Identify opportunity areas forthe CBD by combining data from baseline assessments and engagement input to formulate $ 25,000.00 final overarching vision and framework elements. 4.1.3 Identify opportunities to partnerwith local agencies to help address potential limitations and to define strategies for how $ 20,000.00 goals will be achieved. 4.1.4 Draft Strategic Vision Plan chapterwith input from the DDA Board. $ 10,000.00 Deliverables: Draft Strategic Vision Plan with Urban Design Framework Outline identifying: Guiding Principles of Design, 4.1.5 Programmatic Elements and Initial Development Strategies; Zoning recommendations - including Resiliency and $ 10, 000.00 Development Strategies forground floor activation; and Draft Outline of Urban Design Framework Plan includingplan goals and priorities. TASK 5.0 VISION PLAN + FRAMEWORK $ 65,000.00 Focus: Incorporate all findings and visioning, identified goals, preferences, refinements and priorities in the final Vision Plan and Urban Design Framework for the 2050 DMMPU. 5.1 Final 2050 DMMPU Vision Plan + Urban Design Framework Organize Plan and Framework according to a hierarchy of themes, focus areas, programmatic elements, strategies, and 5.1.1 initiatives at the districtwide scale. The final DMMPU Strategic Vision Plan will include an executive summary and a detailed $ 20,000.00 Urban Design Framework Plan. 5.2 Final Presentation $ 10,000.00 Final Presentation to DDA Board. 5.3 Stage 1 Final Deliverables will include the following: 1.2050 DMMPU Strategic Vision Plan with a New Vision Statement that outlines the goals and priorities of the Miami DDA and this Master Plan Update and creates a guiding visioning document for the DDA. 2.2050 DMMPU Urban Design Framework Plan with defined plan elements for the DDA and other stakeholders including 5.3.1 $ 35, 000.00 partnering with local agencies to help address potential limitations and to define strategies for how goals will be achieved. 3. DDA Strategy and Narrative on how to achieve Plan Vision and Goals. 4. DDA Engagement and Communications Plan for next stage(s) of work. STAGE I Sub -Total FEES $ 595,000.00 Reimbursables = $ 11,900.00 Contengencit= 47 600.00 STAGE I TOTAL FEES $ 654,500.00 Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E Docusign Envelope ID: 5E7BEC5A-8CE4-4B9A-B83C-6C369A3EB9A2 MASTER PLANNING SERVICES FOR 2050 DOWNTOWN MIAMI MASTER PLAN UPDATE - DMMPU (CBD FOCUS) RFP No. 23-24-022 EXHIBIT C -Proposed PROJECT SCHEDULE for STAGE 1 WORK DATE: 02-20-2025 Phase Task DESCRI PTION TASK STAGE 1- Estimated to be 9 to 12 Months Timeline 2050 DMMPU STRATEGIC VISION PLAN MONTHS 1 2 3 4 5 6 7 8 9 WEEKS 2050 DOWNTOWN MIAMI MASTER PLAN UPDATE (DMMPU) FOCUS -Establishing Vision, Goals and Priorities for Downtown CBD's future across a range of topics and issues. - Creating a spatial mapping of CBD priorities - an Urban Design Framework - for achieving the Vision, Goals, and Priorities. -Design team Focusingon the planning initiatives and testingofthe more urgent identified needs/initiatives/projects in the CDB. •0'entifying areas where detailed planning work is required under Stage 1 work -For example around open space, public realm, economic development and recommendations for incentives and zoning. *During Stage 2, our team will identify areas where more detailed planning work is required in resiliency, transportation / mobility, and implementation strategies. OVERALL PROJECT MANAGEMENT & COORDINATION Kick -Off Meeting- with DDA Board & Staff M Bi-Weekly Project Meetings - Check -in DDA Board Meetings M Public Outreach - Develop Outreach Engagement & Communication Plan for Stage 1 Work STAGE 1: TASKS 1.0 through 5.0 TASK 1.0 GOALSETTING Facilitate a half-day(1/2)Goal-Setting Workshop with the DDA Board to establish keyfocus areas and a common understanding of the 2050 DMMPU goals and objectives. M TASK 2.0 MEASURING 2.1 Existing Plans Assessment 2.2 Baseline Conditions Analysis 2.3 Case Studies of Best in Class Deliverables: Baseline Conditions Report highlighting key findings. Draft materials on baseline conditions include graphs, maps and diagrams depicting findings. Materials are to be used during engagement activities to help identify preliminary Plan themes. Presentation to DDA Board. TASK 3.0 VISIONING 3.1 Visioning Engagement + Communications 1. Kickoff Event Kick OffEvent C- 2. Engagement Platform Online Survey 3. Downtown Roundtables-(5) Five Meetings Stakeholder Roundtables 1 2 3 4 5 3.2 Synthesizing Data+Input 3.3 Draft Vision Plan forthe 2050 DMMPU Deliverables: Visioning Documentation. Summary Document outlining DMMPU Vision and Goals and stakeholder engagement feedback as well as public survey results. Draft Vision Plan presentation to the DDA Board. 1r Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E Docusign Envelope ID: 5E7BEC5A-8CE4-4B9A-B83C-6C369A3EB9A2 MASTER PLANNING SERVICES FOR 2050 DOWNTOWN MIAMI MASTER PLAN UPDATE - DMMPU (CBD FOCUS) RFP No. 23-24-022 EXHIBIT C -Proposed PROJECT SCHEDULE for STAGE 1 WORK DATE: 02-20-2025 STAGE 1- Estimated to be 9 to 12 Months Timeline Phase Task DESCRI PTION TASK 2050 DMMPU STRATEGIC VISION PLAN MONTHS 1 2 3 4 5 6 7 8 9 TASK 4.0 PRIORITIZING +DEFINING 4.1 Draft Framework Plan forthe 2050 DMM PU Deliverables: Draft Strategic Vision Plan with Urban Design Framework Outline identifying: Guiding Principles of Design; Programmatic Elements and Initial Development Strategies; Zoning recommendations - including Resiliency and Development Strategies forground floor activation; and Draft Outline of Urban Design Framework Plan including plan goals and priorities. TASK 5.0 VISION PLAN+FRAMEWORK 5.1 Final 2050 DMMPU Vision Plan +Urban Design Framework 5.2 Final Presentation FINALPresentation Stage 1 Final Deliverables will include the following: (1). 2050 DMMPU Strategic Vision Plan with a New Vision Statement that outlines the goals and priorities of the Miami DDA and this Master Plan Update and creates a guiding visioning document for the DDA. (2). 2050 DMMPU Urban Design Framework Plan with defined plan elements for the DDA and other stakeholders including partneringwith local agencies to help address potential limitations and to define strategies for how goals will be achieved. (3). DDA Strategy and Narrative on how to achieve Plan Vision and Goals. (4). DDA Engagement and Communications - Stage 1 Plan Summary and Plan for next stage of work. Docusign Envelope ID: AB1 8CF8E-215D-4CF6-8BCA-1 AE74824932E PROFESSIONAL SERVICES AGREEMENT EXHIBIT B - INSURANCE Master Planning Services for 2050 Downtown 40 RFQ No. 23-24-022 / 1 Miami Master Plan Update (CBD Focus) —Phase I Docusign Envelope ID: A1318CF8E-215D-4CF6-813CA-1AE74824932E ® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 0910412025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: MARSH USA, LLC. PHONE FAX 1166 Avenue of the Americas o Ext): A/C No): E-MAIL New York, NY 10036 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Trumbull Insurance Company 27120 CN145442105--- 24-26 INSURED Zyscovich, LLC INSURER B : Hartford Casualty Insurance Company 29424 INSURER C : Transportation Insurance Co 20494 100 Biscayne Blvd., 27th Floor INSURER D : Allied World Surplus Lines Insurance Company_ 24319 Miami, FL 33132 19682 INSURER E : Hartford Fire Insurance Company INSURER F : COVERAGES CERTIFICATE NUMBER: NYC-012096824-06 REVISION NUMBER: 12 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR POLICYNUMBER POLICY EFF fMM/DD POLICY E,XP MM/D LIMITS E X COMMERCIAL GENERAL LIABILITY 10 UUN OL6HRO 04/02/2025 04 ... EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X� OCCUR V _ DAMAGE TO RETED PREMISES (Ea oNccur ence $ 1,000,000 MED EXP (Anyone person) $ 10,000 PERSONAL BADVINJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT D LOC +� GENERAL AGGREGATE $ 2,000,000 X PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: A AUTOMOBILE LIABILITY 10 UEN OL590 4/0212025 0410212026 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 X ANY AUTO ^ ` A► BODILY INJURY (Per person) $ OWNED SCHEDULEDv! AUTOS ONLY AUTOS O�} VVv $ BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY L 70 1 r� SIR Value: $ 1,000 B X UMBRELLA LIAB X OCCUR Ir 10 HHU OL6HR4 04/02/2025 04/02/2026 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ _I C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED. (Mandatory in NH) N /A WC 7 94863686 01/01/2025 01/01/2026 PER OTH- X STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 Ifyes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 D Professional Liability 0313-5660 10/06/2024 10/06/2025 Limit: 5,000,000 Deductible Value: 200,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: RFQ 23-24-022 Master Planning Services for 2050 Downtown Miami Master Plan Update (CBD Focus) The City of Miami, FL is included as additional insured, (except Workers' Compensation), where required by written contract. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured subject to policy terms and conditions. Waiver of subrogation is applicable where required by written contract and subject to policy terms and conditions. Retro Date 04/02/1986 CERTIFICATE HOLDER CANCELLATION City of Miami SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 444 SW 2nd Avenue, 6th Floor THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Miami, FL 33103 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: AB1 8CF8E-215D-4CF6-8BCA-1 AE74824932E From: Gomez Jr., Francisco (Frank) To: Caseres, Luis; Ouevedo, Terry; Aviles, Yesenia Subject: RE: RFQ 23-24-022 Downtown Miami Master Plan Update Award Date: Monday, September 8, 2025 10:04:21 AM Attachments: imaae016.pnno imaoe018.ono imaoe019.pno imaae021.ona imaae022.pno imaae024.ono imaae025.ono imace026.pno imaae027.nno imaae029.ono imaae030.ono Good morning Luis, The COI is adequate. Thanks, IIN 14�i Frank Gomez, PIAM, CPI I (� Property & Casualty Man ^lV O City of Miami to� Risk Management I ' 14 N.E. 15tAvenue end Floor Miami, Florida 33132 (305) 416-1740 Office (305) 416-176o Fax fgomezQmiamigov.com �OsxDv� "Serving, Enhancing, and Transforming our Community" Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E From: Caseres, Luis <Lcaseres@miamigov.com> Sent: Monday, September 8, 2025 9:55 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>, Quevedo, Terry <TQuevedo@miamigov.com>, Aviles, Yesenia <YAviles@miamigov.com> Subject: FW: RFQ 23-24-022 Downtown Miami Master Plan Update Award Good morning, Please review and approve. Best regards, L t.t k C a4etre4- Construction Procurement Assistant City of Miami Department of Procurement 444 SW 2nd Avenue, 6th Floor, Miami, FL 33130 9 (305) 416-1923 a (305) 400-5335 [-�]Lcaseres(@miamigov.com Visit us online "Serving, Enhancing, and Transforming our Community" CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution,; or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. 'Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. If you're not already a Vendor, click on or scan the QR Code to register as a new vendor for the City of Miami. OEs ai In-, Q E•i.E.r•E•- sa• ri•,,�y ie—:1 uir :'.: !''... Q,'�' a �':„.�:u•Y7:" �-L �:. From: Hansen, Anthony <AMHansen(cDmiamigov.com> Sent: Monday, September 8, 2025 9:29 AM To: Caseres, Luis <Lcaseres(@miamigov.com> Subject: FW: RFQ 23-24-022 Downtown Miami Master Plan Update Award Good morning Luis, Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E Detail by Entity Name DIVISION OF CORPORATIONS I/ i bivnjoi; Jf � r l/.org t1�r1�1���� an uffjrisd . /Iwe of Florida websiry Department of State / Division of Corporations / Search Records / Search by Entily. Name / Detail by Entity Name Florida Limited Liability Company ZYSCOVICH, LLC Filing Information Document Number L22000248603 FEI/EIN Number 59-2754852 Date Filed 06/06/2022 Effective Date 10/30/1986 State FL Status ACTIVE Last Event LCAMENDMENT Event Date Filed 12/22/2022 Event Effective Date NONE Principal Address 100 N. BISCAYNE BLVD. 27TH FLOOR MIAMI, FL 33132 Changed: 06/28/2022 Mailing Address 100 N. BISCAYNE BLVD. 27TH FLOOR MIAMI, FL 33132 Changed: 06/28/2022 Registered Agent Name & Address C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324 Name Changed: 12/22/2022 Address Changed: 12/22/2022 Authorized Person(s) Detail Name & Address Title AMBR https://search.sunbiz.org/I nquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder—ZYSCOVI... 1 /3 Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E Detail by Entity Name STRATUS TEAM, LLC 100 ROYAL PALM WAY PALM BEACH, FL 33480 Title President Murguido, Jose 100 N. BISCAYNE BLVD. 27TH FLOOR MIAMI, FL 33132 Title VP Suarez, Mario 100 N. BISCAYNE BLVD. 27TH FLOOR MIAMI, FL 33132 Title VP McGuinn, Michael 100 N. BISCAYNE BLVD. 27TH FLOOR MIAMI, FL 33132 Title VP Smith, Anabella 100 N. BISCAYNE BLVD. 27TH FLOOR MIAMI, FL 33132 Title VP Yaffar, Suria 100 N. BISCAYNE BLVD. 27TH FLOOR MIAMI, FL 33132 Title VP Lake, Douglas T., Jr. 100 N. BISCAYNE BLVD. 27TH FLOOR MIAMI, FL 33132 Title VP Fogg, Nathaniel T.G. 100 N. BISCAYNE BLVD. 27TH FLOOR https://search.sunbiz.org/I nquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder—ZYSCOVI... 2/3 Docusign Envelope ID: A1318CF8E-215D-4CF6-8BCA-1AE74824932E MIAMI, FL 33132 Detail by Entity Name Title VP Abdel-Saheb, Ahmed 100 N. BISCAYNE BLVD. 27TH FLOOR MIAMI, FL 33132 Title CFO Williams, Ted 100 N. BISCAYNE BLVD. 27TH FLOOR MIAMI, FL 33132 Annual Reports Report Year Filed Date 2023 01 /09/2023 2024 02/06/2024 2024 04/01 /2024 Document Images 04/01/2024 --AMENDED ANNUAL REPORT View image in PDF format 02/06/2024 --ANNUAL REPORT View image in PDF format 01/09/2023 --ANNUAL REPORT View image in PDF format 12/22/2022 -- LC Amendment View image in PDF format 06/06/2022 -- Florida Limited Liability View image in PDF format Florida Department of State, Division of Corporations https://search.sunbiz.org/I nquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder-ZYSCOVI... 3/3 Olivera, Rosemary From: Sent: To: Cc: Subject: Attachments: Good morning, All: Lai -Wan: Caseres, Luis Friday, October 24, 2025 11:47 AM Hansen, Anthony; Ponassi Boutureira, Fernando; Perez, Annie; Darrington, Marlo; McGinnis, Lai -Wan; Soliman, Jihan Cambridge, Susan; Fossler, Thomas; Hannon, Todd; Olivera, Rosemary; Santana Jr., Juvenal; Gomez, Marta; Johnson, Antiwonesha Document Distribution - RFQ No. 23-24-022 — Master Planning Svcs for 2050 Downtown Miami Master Plan Update (CBD Focus) Ph 1 RFQ_No_23-24-022= _Master_Planning_Svcs_for-Executed 10-24-2025.pdf Attached for your records is a scanned copy of the document described below, which was duly executed by all appropriate parties. Thank you. Antiwonesha/Marta: You may now close this Matter ID 24-934K Todd: Please find attached the fully executed copy of agreement that is to be considered an original agreement for your records. Document Type: Professional Services Agreement First Party: City of Miami Second Party: Zyscovich, LLC Program/Purpose: Master Planning Svcs for 2050 Downtown Miami Master Plan Update (CBD Focus) Ph 1 Effective Date: 10/24/2025 Best regards, 1 Luis- Cc4e re s- Construction Procurement Assistant City of Miami Department of Procurement 444 SW 211 Avenue, 61h Floor, Miami, FL 33130 W (305) 416-1923 g (305) 400-5335 ®Lcaseres(a)_miamigov.com 0 'Serving Enhancing, and Transforming our Community" CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. If you're not already a Vendor, click on or scan the QR Code to register as a new vendor for the City of Miami. El€.�r:HclinC: JcQ €•idi•i•i'r �: r•: ie.n •? :uric° _ P)