CN-770000-21334-A1.pdf

AMENDMENT

STATE OF FLORIDA

FLORIDA FISH AND WILDLIFE CONSERVATION COMMISSION

FWC Agreement No. 21334, Amendment 1

This Amendment to Agreement No. 21334, referred to as the Original Agreement, is entered into by and between the Florida Fish and Wildlife Conservation Commission, whose address is 620 South Meridian Street, Tallahassee, Florida 32399-1600, hereafter “Commission” or “FWC,” and ZOO MIAMI FOUNDATION, F59- 6192814-001, whose address is 12400 Southwest 152nd Street Miami FL 33177, hereinafter “Recipient,” collectively, “Parties”.

CHANGES TO THE CONTRACT

In consideration of the mutual benefits set forth herein and, in the Original Agreement, the parties agree to amend the Original Agreement as follows, which amendments shall govern to the exclusion of any provision of the Original Agreement to the contrary:

Section 3. AGREEMENT PERIOD, A. Agreement Period and Commission’s Limited Obligation to Pay of the Original Agreement is hereby amended to read as follows:

The contract end date of June 30th, 2024, is hereby amended to read December 31st, 2025, throughout the Original Agreement

Section 35. TIME IS OF THE ESSENCE of the Original Agreement is hereby amended to read as follows:

Time is of the essence regarding the performance obligations set forth in this Contract. Any additional deadlines for performance for Contractor's obligation to timely provide deliverables under this Contract including but not limited to timely submittal of reports, are contained in the Attachment A1 - Scope of Work

Attachment A-Scope of Work of the Original Agreement is hereby amended to read as follows:

Amendment 1 will replace Attachment A-Scope of Work in its entirety with Attachment A1-Scope of Work

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

FWC Contract No. 21334

FWC Contract/Agreement Amendment Last Revised: 2.11.2022 Page 2 of 2

SIGNATURES

All provisions of the Original Agreement not specifically amended herein shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to Agreement No. 21334 to be executed through their duly authorized signatories on the day and year last written below.

RECIPIENT EXECUTION SIGNATURE COMMISSION EXECUTION SIGNATURE

ZOO MIAMI FOUNDATION

Florida Fish and Wildlife Conservation Commission

Recipient Signature Executive Director (or Designee) Signature

Print Name Print Name

Title Title

Date Date

ATTACHMENTS

Attachments in this Agreement include the following:

Attachment A1 - Scope of Work

Attachment A1 – SCOPE OF WORK

Project Name: ZooMiami Animal Hospital Expansion FWC Contract No. 21334

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1. DESCRIPTION OF GOODS / SERVICES PROCURED, OR PROJECT WORKPLAN

A. DESCRIPTION OF GOOD/SERVICES

Zoo Miami Foundation, Inc. (the Recipient or “ZMF”) is a private non-profit support organization for Zoo Miami, which is a public zoo owned and operated by Miami-Dade County. This funding will be used by ZMF to cover the costs incurred by Miami-Dade County to design a new state-of-the-art animal hospital.

General Revenue funding is provided to ZMF through Florida Legislature FY21-22 appropriation 1856A for the expansion/renovation of the Zoo Miami Animal Hospital (the “Hospital”). This cost reimbursable grant agreement will allow ZMF to reimburse Miami-Dade County for the cost of contracting with a specialized Architect-Engineer to develop the design and schematic-level plans for a new animal hospital. Any architectural or engineering costs incurred by the County during this phase of planning in excess of the total agreement amount will be covered by ZMF or Miami-Dade County. Additional funding may become available through legislative appropriation, Grants and Aid or from other sources.

B. BACKGROUND

Zoo Miami is the oldest accredited zoo in Florida dating back to 1948. The current animal hospital at Zoo Miami opened in 1986 with one veterinarian, one technician and served less than 1,000 animals. Today there are four vets, two techs, a manager and five keepers who care for more than 3,000 animals from 500 species, of which 150 are listed as vulnerable, threatened, endangered or critically endangered. They now also serve as a triage point for injured native endangered animals in collaboration with government wildlife agencies and as a safe haven for vulnerable avian and other species during severe storms.

The hospital has had minimal upgrades since opening and does not meet modern standards. A new, state-of-the-art hospital will strengthen initiatives benefiting not only zoo animals, but also Florida’s native wildlife and our state’s human population. It will enable Zoo Miami to provide support to health agencies for monitoring wildlife health with management and education of public health risks, provide research and training opportunities to future biologists and researchers, provide veterinary support for state and federal wildlife partners assisting with triage and treatment of native Florida wildlife species, and serve as a central location for receiving injured, orphaned, or displaced animals.

C. SUPPORT OF COMMISSION MISSION/RETURN ON INVESTMENT

The Florida Fish and Wildlife Conservation Commission manages native threatened species and implements conservation programs to maintain Florida’s unique wildlife diversity. The expansion of the Hospital will enable the Zoo to provide veterinary support for state and federal wildlife partners assisting with triage, treatment, and management of federally protected endangered species such as Florida panther, American crocodile, Florida bonneted bat and sea turtles.

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2. DELIVERABLES

A. Deliverable #1: Programming Documents

i. Specific Project Deliverables & Associated Tasks The Architect-Engineer shall lead the research and decision-making process that identifies the scope of work to be designed for an approximately 20,000 sq ft animal hospital. Associated tasks include, but are not limited to, holding meetings with Zoo Miami staff to establish goals and objectives; gathering specific, detailed information to guide building design, identifying relevant codes and standards that apply to the project, identifying strategies for optimizing functionality and flow, and determining quantitative requirements.

Minimum Level of Performance The Architect-Engineer consults with Zoo Miami staff and conducts the research that defines the scope of work for the design effort.

Documentation / Criteria Used as Evidence of Performance Minutes of all requirement meetings between Miami-Dade County and the Architect- Engineer.

A summary statement defining the results of the programming effort, including all pertinent information needed for decision-makers to sign off on the scope of work.

ii. Timeline for Completion Three (3) months from execution.

B. Deliverable #2: Schematic Design Documents

i. Specific Project Deliverables & Associated Tasks

The Architect-Engineer shall prepare the schematic design studies for the new animal hospital, including all components necessary to achieve a solution acceptable to Zoo Miami. Associated tasks include, but are not limited to, holding meetings with Zoo Miami staff to revise initial conceptual design and generate an advanced set of drawings that communicates the layout of the hospital, including all significant equipment, relationship to existing and future facilities, energy conservation approaches and equipment parameters necessary to clearly define the general scope and design intent.

Minimum Level of Performance The Architect-Engineer reviews existing project concepts with Zoo Miami staff and prepares advanced schematic design documents.

Documentation / Criteria Used as Evidence of Performance A digital copy of the Advanced Schematic Design Documents and Design Development Documents provided to Zoo Miami and FWC (PDF format).

ii. Timeline for Completion See Section 5.A (Invoice Schedule) for due dates of deliverables and invoices.

C. Deliverable #3: Design Development Documents

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Architect-Engineer to prepare Design Development documents for construction of the animal hospital. Associated tasks include, but are not limited to, holding meetings with Zoo Miami staff to finalize requirements; creation of design development documents consisting of plans, elevations, and other drawings, including perspective sketches and outline specifications to fix and illustrate the size and character of the entire project in its essentials as to kinds of materials, type of structure, mechanical, electrical systems, civil/sitework and such other work as may be required.

ii. Minimum Level of Performance The Architect prepares design development documents.

iii. Documentation / Criteria Used as Evidence of Performance A digital copy of design development documents provided to Zoo Miami and FWC (PDF format).

iv. Timeline for Completion

D. Deliverable #4: Construction Documents

Architect-Engineer to prepare submittal of architectural and engineering plans for construction of the animal hospital. Associated tasks include holding meetings with Zoo Miami staff to finalize requirements and development of final construction-ready plans and technical specifications.

Minimum Level of Performance The Architect prepares construction documents.

ii. Documentation / Criteria Used as Evidence of Performance A digital copy of 100% construction documents provided to Zoo Miami and FWC (PDF format).

iii. Timeline for Completion

3. FINANCIAL CONSEQUENCES

In accordance with Section 287.058(1)(h), F.S, if the Recipient fails to produce any of the Deliverables at the Minimum Level of Performance within the project period and timeframe specified in the Invoice Schedule as outlined below in section 5-B, the Recipient’s payment for that Deliverable will not be fully reimbursed until such time the Deliverable meets the Minimum Level of Performance. The invoice will be reduced by $20.00 per day for every day beyond the timeframe specified that the Deliverables are not completed and submitted in the form of a Deliverable report with supporting documentation outlining the tasks for cost reimbursement. Total invoice reduction for an incomplete or missing Deliverable report will not exceed a total of $500 per invoice. If the Recipient materially fails to comply with the terms and conditions of this grant agreement, including any Federal or State statutes, rules or regulations applicable to this grant agreement, the Commission shall take one or more of the following actions, as appropriate for the circumstances:

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a. Temporarily withhold payments pending correction of the deficiency by the Recipient

b. Reduction of payment if correction of deficiency is not made by the Recipient.

c. Disallow all or part of the cost of the activity or action not in compliance.

d. Request refund of previously disbursed payments.

e. Wholly or partly suspend or terminate this agreement.

f. Withhold future awards for the FWC projects.

g. Take other remedies that may be legally available.

The FWC Grant Manager may approve written requests for exceptions to these consequences for reasonable delays due to unforeseen circumstances.

4. PERFORMANCE

FWRI will have 15 days to review and approve the Deliverables. Upon review of each, the Commission reserves the right to request reasonable revisions to each Deliverable to ensure its completeness, accuracy, and appropriate scope. Invoices shall be submitted to FWRI’s Grant Manager upon approval for each Deliverable.

5. COMPENSATION AND PAYMENT

A. INVOICE SCHEDULE

For satisfactory completion of services, FWRI shall compensate the Recipient on a cost reimbursement basis not to exceed the total amount of the Grant Agreement. The invoice amounts will vary. However, the total amount of the Grant Agreement may not exceed the appropriated $500,000.00.

Deliverable Deliverable/Invoice Due Date Amount

Deliverable #1 Three (3) months from Execution

Cost Reimbursable - Invoice amounts will vary, but total amount of all invoices shall not exceed the total agreement amount of $500,000.00.

All invoices are payable upon early completion.

Deliverable #2 October 1, 2024

Deliverable #3 February 1, 2025

Deliverable #4 September 30, 2025

B. TRAVEL EXPENSES

Travel expenses of contracted Architect-Engineer under this Grant Agreement shall be reimbursed in accordance with Section 112.061, F.S, (Attachment E).

C. FORMS AND DOCUMENTATION

The Recipient must provide to the Commission within ten (10) days of execution of the Grant Agreement signed and notarized documentation of security interest (Lien and Security agreement, Version 1.0 – June 2022 Page 5 of 6 restrictive covenant, or surety bond) for at least the amount of state funds provided by the executed agreement, valid for at least five (5) years from the date of completion of the improvements. For Compensation, the Recipient must provide a copy of the executed agreement between Miami-Dade County and the Architect-Engineer; copies of all invoices submitted by the Architect-Engineer to Miami-Dade County and checks or documentation of payment by Miami-Dade County to the Architect- Engineer; and copies of all reimbursements of Architect-Engineer expenses by ZMF to Miami-Dade County. For additional requirements, see Deliverables and Monitoring Schedule.

6. MONITORING SCHEDULE

The FWC Grant Manager will meet with the Recipient monthly. The Recipient will submit written quarterly progress reports throughout the Grant period.

7. INTELLECTUAL PROPERTY RIGHTS

See Grant Agreement for applicable terms and conditions related to intellectual property rights.

8. SUBCONTRACTS

See Grant Agreement for applicable terms and conditions related to subcontracts.

9. INSURANCE

See Grant Agreement for applicable terms and conditions related to insurance.

10. SECURITY AND CONFIDENTIALITY

See Grant Agreement for applicable terms and conditions related to security and confidentiality.

Information developed by FWC and its Recipients is public record.

11. RECORD KEEPING REQUIREMENTS

See Grant Agreement for applicable terms and conditions related to record keeping.

12. NON-EXPENDABLE PROPERTY

See Grant Agreement for applicable terms and conditions related to non-expendable property.

13. PURCHASE OR IMPROVEMENT OF REAL PROPERTY

See Grant Agreement for applicable terms and conditions related to the purchase or improvement of real property.

14. SPECIAL PROVISIONS FOR CONSTRUCTON CONTRACTS

A. DRUG-FREE WORKPLACE

Pursuant to Section 440.102(15), F.S., any construction contractors regulated under Parts I and II of Chapter 489, F.S., who contracts to perform construction work under a state contract shall implement a drug-free workplace.

B. CONTRACTOR ELIGIBILITY

The Recipient shall ensure all Contractors hold certified or registered licenses with the Division of Construction Industry Licensing Board of the Florida Department of Business and

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Professional Regulation for the duration of this Grant Agreement and shall provide evidence of such certification to the Commission upon request.

C. PAYMENT BOND

D. PERFORMANCE BOND

E. CERTIFICATE OF CONTRACT COMPLETION

The Recipient will be required to complete a Certificate of Contract Completion form when all work has been completed and accepted. This form must be submitted to FWRI’s Grant Manager with the Recipient’s invoice for payment to be authorized. FWRI’s Grant Manager shall submit the executed form with the invoice to Accounting Services.

F. CERTIFICATE OF PARTIAL PAYMENT

The Recipient will be required to complete a Certificate of Partial Payment Form when payment intervals have been noted in the Grant Agreement. This form must be submitted to FWRI’s Grant Manager starting with the second invoice and with each subsequent invoice requesting partial payment. FWRI’s Grant Manager shall submit the executed form with the invoice to Accounting Services.