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Res No 151-13-13969RESOLUTION NO.: 151-13-13969 A Resolution authorizing the City Manager to execute a Professional Service Agreement provided under Florida Statute 287.055 Consultant's Competitive Negotiation Act "CCNA", with EAC Consulting, Inc, Marlin Engineering, Inc., The Corradino Group, Inc., SRS Engineering, Inc„ R.J. Behar and Company, Inc, T.Y.Lin International, Stanley Consultants, Inc., Sol -Arch, Inc., Civil Works, Inc., C.H. Perez & Associates Consulting Engineers, Inc., for the following professional services: Architecture, Civil /Environmental Engineering, Structural, and Traffic & Transportation Engineering. WHEREAS, the Mayor and City Commission desire to enter into service agreements for professional services for the following categories: Architecture, Landscape Architecture, Civil /Environmental Engineering, Structural, Traffic and Transportation Engineering; and WHEREAS, pursuant to Florida Statute 287.055 for CCNA, the City solicited qualification from interested firms and the City's review committee conducted a thorough review of the qualifications of the firms that responded to the solicitation, and upon evaluation the firms were ranked ; and WHEREAS, the City met with the firms and reviewed the proposed hourly billing rates and the following firms have agreed upon the hourly billing rates disclosed in the Professional Service Agreement request for qualifications; EAC Consulting, Inc, Marlin Engineering, Inc., The Corradino Group, Inc., SRS Engineering, Inc„ R.J. Behar and Company, Inc, T.Y.Lin International, Stanley Consultants, Inc., Sol -Arch, Inc., Civil Works, Inc., C.H. Perez & Associates Consulting Engineers, Inc.; and WHEREAS, the Mayor and City Commission desires to authorize the City Manager to execute the professional service agreements. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA THAT: Section 1: The City Manager is hereby authorized to execute the form of the professional service agreement that is attached, for the negotiated hourly rates in accordance with the procedure set forth in Florida Statute 287.055 (Consultant's Competitive Negotiation Act) with EAC Consulting, Inc, Marlin Engineering, Inc., The Corradino Group, Inc., SRS Engineering, Inc„ R.J. Behar and Company, Inc, T.Y.Lin International, Stanley Consultants, Inc., Sol -Arch, Inc., Civil Works, Inc., C.H. Perez & Associates Consulting Engineers, Inc Section 2: If any section clause, sentence, or phrase of this resolution is for any reason held invalid or unconstitutional by a court of competent jurisdiction, the holding shall not affect the validity of the remaining portions of this resolution. Section 3. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 6th day of August , 2013. r7; o APPROVED: �� (�� - A4)1� CLERK mAyolf READ AP ROVED AS TO F M COMMISSION VOTE: 5 -0 LANG LEGALITY A EX CU ION Mayor Stoddard: Yea "T1 =TAR Vice Mayor Liebman Yea Commissioner Newman: Yea Commissioner Harris: Yea CITAY A TORNEY Commissioner Welsh: Yea o� SoU�f�?• City of South Miami South Miami 1 Y s PUBIC WORKS & ENGINEERING DEPARTMENT Afl.A,,,edpCfly Ili CORPOMTEO 4795 SW 75`h Avenue 192' Miami, FL 33155 r �' ° R`O Tel. (305) 663 -6350 Fax (305) 668 -7208 zoos TO: Steven Alexander, City Manager FROM: Jorge L. Vera, Capital Improvement Project Manager DATE: August 6, 2013 Resolution: A Resolution authorizing the City Manager to execute a Professional Service Agreement provided under Florida Statute 287.055 Consultant's Competitive Negotiation Act "CCNA ", with EAC Consulting, Inc, Marlin Engineering, Inc., The Corradino Group, Inc., SRS Engineering, Inc„ R.J. Behar and Company, Inc, T.Y. Lin International, Stanley Consultants, Inc., Sot -Arch, Inc., Civil Works, Inc., C.H. Perez & Associates Consulting Engineers, Inc., for the following professional services: Architecture, Civil/Environmental Engineering, Structural and Traffic & Transportation Engineering. Background: On June 4, 20131,... the City Commission approved a resolution ( #120 -13- 13938) authorizing the City Manager to negotiate hourly billing rates and to execute a Professional Service Agreement with the firms that were selected from our request for qualifications RFQ # PW- S2013 -04 for Architecture, Landscape Architecture, CiviUEnvironmental Engineering, Structural and Traffic & Transportation Engineering. Of the 24 firms selected, City staff has met with and reviewed the proposed hourly billing rates for the above referenced firms. After negotiating an acceptable hourly billing rate with the firms, the firms entered into a Professional Service Agreement in order to provide professional engineering services to the City at the agreed hourly billing rate for future projects. In an effort to provide transparency and accountability, the hourly billing rate per job classification is based on FDOT's Consultant Wage Average Report for the period of May 2012 to May 2013 is attached. The report is based on an FDOT yearly data collection and analysis of the prevailing hourly wage rate by job classification within different geographical areas in the State. Our geographical area is within District 6 which encompasses Miami -Dade and Monroe Counties. The rates in the report are negotiated unloaded rates which provide personnel hourly billing rate per classification excluding company overhead and benefit. To the hourly negotiated unloaded rate, each firm adds a multiplier for the company's overhead and benefits. The multiplier in District 6 ranges from 2.5 to 3.1, depending on the size of the firm. Please find below the firms that have submitted a signed Professional Service Agreement, which includes their negotiated hourly billing rate plus the multiplier. Upon further future negotiations, additional firms will be presented to the City Commission for their approval. • EAC Consulting, Inc. • Marlin Engineering, Inc. ■ The Corradino Group, Inc. • SRS Engineering, Inc. • R.J. Behar and Company, Inc. ■ T.Y.Lin International ■ Stanley Consultants, Inc. ■ Sol -Arch, Inc. ■ Civil Works, Inc. ■ C. H. Perez & Associates Consulting Engineers, Inc. Upon approval of the Professional Services Agreements by the City Commission, City staff will request quotes for City projects from individual firms on a rotating basis and in accordance with Florida Statutes 287.55 CCNA. The quotes will be negotiated based on the scope of a project, duration and the contractual hourly billing rate. Upon the City staff negotiating a final cost to perform the required project, a resolution will be presented to the City Commission for their approval. Please note that the execution of these Professional General Service agreements does not commit the City to any maximum amount of fees nor guarantee any work. Attachments: Proposed Resolution Blank Professional Service Agreement Signed Professional Service Agreements —CD Listed consultant hourly billing rates FDOT Consultant wage average report Resolution 120 -13 -13938 Sunbiz 2 .; v t� PROFESSIONAL SERVICE AGREEMENT General G t V I L . Services THIS AGREEMENT made and entered into this day of ,�-Cn4e, , 2013 by and between the CITY OF SOUTH MIAMI, a political subdivision of the State of Florida and EAC CONSULTING, INC. authorized to do business in the State of Florida, hereinafter referred to as the "CONSULTANT ". In consideration of the premises and the mutual covenants contained in this AGREEMENT, the CITY OF SOUTH MIAMI, through its City Manager, agrees to employ the CONSULTANT for a period ending on & I tP , and the CONSULTANT agrees to be available, continuing basis, to perform profes ional services in connection with project(s) where the basic estimated construction costs of each individual project does not exceed $2,000,000.00 or where the individual study does not exceed $200,000.00, herein after called the "SERVICES ". 1.0 General Provisions 1.1 The CONSULTANT may be awarded work and issued a Notice to Proceed to provide professional services for a project, for a portion of a project, or for discrete tasks on a project. Additional Professional Services, for the purpose of reviewing work performed by other professional consultants or for other miscellaneous engineering services that may be required. 1.2 A Notice to Proceed will be issued on an as needed basis at the sole discretion of the City Manager, or his designee, hereinafter referred to as "CITY ". The City of South Miami reserves, at all times, the right to perform any and all engineering work in -house or with other engineers. This AGREEMENT does not confer on the CONSULTANT any exclusive rights to perform work on behalf of the City of South Miami, nor does it obligate the City of South Miami in any manner to guarantee work for the CONSULTANT. The CONSULTANT may submit proposals for any professional services for which proposals may be publicly solicited by the City of South Miami outside of this AGREEMENT. 1.3 The CITY will confer with the CONSULTANT before any Notice to Proceed is issued to discuss the scope of the work; the time needed to complete the WORK and the fee for the services to be rendered in connection with the WORK. 1.4 The CONSULTANT will submit a proposal upon the CITY'S request prior to the issuance of a Notice to Proceed. No payment will be made for the CONSULTANT'S time and services in connection with the preparation of any proposal. 1.5 The CITY agrees that it will furnish to the CONSULTANT plans and other data available in the CITY files pertaining to the WORK to be performed under this AGREEMENT promptly after each Notice to Proceed. 1.6 The CONSULTANT agrees to produce and distribute minutes, promptly after each meeting at which the CONSULTANT'S presence is required. Page I of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 1.7 The CITY may designate a representative who, on behalf of the City Manager shall examine the documents submitted by the CONSULTANT and shall render decisions promptly, to avoid unreasonable delay in the progress of the CONSULTANT'S services. The CONSULTANT shall keep the CITY'S representative advised on the project status at all times. 1.8 The CITY agrees to issue all directives and approval in writing. 2.0 Professional Services 2.1 General Services The professional services to be provided by the consultant may be one or more of the following, and include but not limited to: A. Roadway Engineering to include streets, sidewalk, curb, gutter, drainage, associated traffic control devices, stripping, lighting, irrigation, speed reduction devices and residential landscaping. B. Drainage Design includes the necessary analysis needed to implement proposed drainage improvements, preparation of paving and drainage plan for municipal building and facilities. C. Civil Engineering, to include Distribution Systems Improvement / Analysis and design and Sanitary Sewer System Evaluation and design. D. Environmental Engineering, including, site investigation and design needed to prepare remediation plans to mitigate underground storage tanks, hazardous waste materials and asbestos materials. E. Traffic Engineering Services will include daily volume counts, data analysis, preparation of conceptual improvements plan, present reports and recommendations to stakeholders and preparation of final traffic engineering report. F. Architectural Services to provide drawings and specifications for new constructions as well as additions and renovations; attend meetings with CITY staff and presentations to CITY Commission; provide plans developed on AutoCAD latest version and copies of reproducible hard copy and diskette of plans in the requested format. G. Landscape Architecture including providing drawings and specifications for landscape projects; site master planning, analysis and design, urban design plans /concept diagrams, open space planning, analysis and design; community planning, analysis and design; natural resource planning analysis and design; Parks design; renderings /modeling; provide plans developed on AutoCAD latest version and copies of reproducible hard copy and diskette of plans in the requested format. H. Registered Surveying and Mapping Other incidental services associated to the above items. Page 2 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 2.2 Design & Construction - Basic Services The Basic Services, for design and construction, consist of six (6) phases described in Paragraph 2.2.1 through 2.2.6. The scope outlined below is applicable in its entirety to projects for which completed Basic Services are authorized. Upon authorization to proceed from the CITY, the CONSULTANT agrees to provide complete professional services for any portion or all of the six Phases outlined below applicable to its profession. The CONSULTANT agrees to co- ordinate its effort with that of any other providers of professional services to assure a coordinated and complete WORK. In a multi - professionally consulted project, the lead CONSULTANT, as designated by the CITY, shall prepare the final bid package including bid documents and specifications, which shall be prepared by, and be the responsibility of the respective disciplines. 2.2.1 Phase 1- Preliminary and Schematic Design: A. The CONSULTANT shall confer with representatives of the CITY and the end user to determine the full scope of the Project that will meet the program requirements, and shall advise the CITY if, in the CONSULTANT'S opinion, the allocated funds are adequate to accomplish the program requirements, as defined by an individual purchase order for the specific work to be performed. B. The CONSULTANT shall use proper and adequate design control to assure the CITY that the program requirements will be met. C. The CONSULTANT shall prepare a Design Concept and Schematic Report, comprising of the Project Timetable (Master Schedule), Planning Summary (unless advised otherwise), Schematic Design Studies (unless advised otherwise) as defined below, and the Statement of Probable Construction Cost. D. The Proposed Project Timetable shall consist of a schedule showing the proposed completion date on each Phase of the Project through design, bidding, construction, and proposed date of completion. E. The Planning Summary (unless advised otherwise) shall consist of a vicinity plan and blow- up of the Site (if applicable) showing Project orientation, and a brief summary of all pertinent planning criteria used for the Project. F. The Schematic Design Studies (unless advised otherwise) shall consist of all plans, elevations, sections, etc. as required to show the scale and relationship of the parts and the design concept of the whole. A simple perspective sketch, rendering, model or photograph thereof may be provided to further show the design concept. G. The CONSULTANT shall present the Schematic design studies to the appropriate commission, committee, agency or board (hereinafter collectively referred to as "Boards ") for their approval when the project requires such approval. The Consultant shall make copies necessary for presentation to the Board at no additional cost to CITY. H. The CONSULTANT shall present the schematic design studies to all the appropriate utility companies (such as FPL, Southern Bell, Dynamic Cable, MDWASA, etc.) for any conflict with their utilities. Page 3 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 2.2.2 2.2.3 The Statement of Probable Construction Cost shall include estimated cost of the Project including fixed equipment, professional fees, contingencies (if any), escalation factors adjusted to the estimated bid date, movable estimate (if any), and utility service extensions (if applicable). The CONSULTANT'S opinions of probable Total Project Costs and Construction Cost are to be made on the basis of the CONSULTANT'S experience and qualifications and represent CONSULTANT'S best judgment as an experienced and qualified professional, familiar with the local construction industry and prices. J. The CONSULTANT shall submit and present two (2) copies of all documents required under this Phase, without additional charge, for approval by the CITY and it shall not proceed with the next Phase until directed by the CITY in writing Phase 11— Study and Design Development: A. From the approved Schematic Design documents, the CONSULTANT shall prepare Design Development Documents, comprising the drawings, outline specifications and other documents to fix and describe the size and character of the entire Project as to construction and finish materials and other items incidental thereto as may be appropriate and applicable. B. The Design Development Documents shall comprise the Proposed Project Timetable (updated), Outline Specifications, Updated Statement of Probable Construction Cost, and Design Development Drawings, etc., as required to clearly delineate the Project. If the Updated Statement of Probable Construction Cost exceeds the allocated funds, feasible cost or scope reduction options shall be included. C. The CONSUL T ANT shall submit and present two (2) sets of all documents required under this Phase, without additional charge, for approval by the CITY and not proceed with the next Phase until directed by the CITY in writing. D. The CONSULTANT shall at all times monitor the Probable Construction Costs to make certain they remain within the total allocated budget. A Notice to Proceed to Phase III will not be issued if the latest statement of Probable Construction Cost exceeds the total allocated funds. Phase III — Final Design / Construction Documents Development: A. From the approved Design Development Documents, the CONSULTANT shall prepare Final Construction Documents setting forth in detail the requirements for the construction of the Project including the Proposal (Bid) Form and other necessary information for bidders, Conditions of the Contract, and Complete Drawings and Specifications. The CONSULTANT shall use Construction Specifications Institute (CSI) Standards and the City of South Miami Standard forms for the preparation of the proposal (bid) forms, Instructions to Bidders, conditions of Contract and Specifications. The CONSULTANT shall review all existing City Specifications, for completeness prior to use and shall supply all needed additional specifications. The final draft of the construction documents shall meet the requirements of and be approved by the City Attorney. B. The Construction Documents shall be prepared in a manner that will assure clarity of line work, notes, and dimensions when the documents are reduced to 50% of their size. All drawings shall be on 24" x 36" paper ( "D" size), on the CITY's standard sheet format, unless Page 4 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) approved otherwise. C. All construction documents shall be submitted in both "hard copy" and electronic media in a mutually agreed upon electronic format, but generally as follows: I. Non - drawing submittals in Microsoft Office Word format. 2. Drawings in AutoCAD format. 3. GIS files should be in ArcView format Version 3.2. D. When the development of the drawings has progressed to at least 50% completion in Phase III, the CONSULTANT shall submit two (2) copies to the CITY for approval, without additional charge, along with updated outline specifications. The CONSULTANT shall also submit at this time an updated Statement of Probable Construction cost as indicated by time factor, changes in requirements, or general market conditions and an updated Project Schedule. E. The CONSULTANT shall not proceed with the further development until approval of the documents is received from the CITY in writing. The CONSULTANT shall make all changes to documents required by the CITY before proceeding further. A set of the revised documents shall be returned to the CITY after incorporating all of the changes, if any. F. A Notice to Proceed for the completion of Phase III will not be issued if the latest Statement of Probable Construction Cost exceeds the total allocated funds, unless the CITY increases the total allocated funds or the CONSULTANT and the CITY agrees on methods of cost reductions sufficient to enable construction within the project budget. G. Upon 100% completion of the Construction Documents, the CONSULTANT shall submit to the CITY a final, updated Statement of Probable Construction Cost along with two (2) copies each of the final draft of all drawings, specifications, reports, programs, etc., without additional charge, for a final review and comments or approvals. H. The CONSULTANT shall make all the necessary presentations to the appropriate CITY Boards which would be normally required of any construction project (such as Environmental Review Board, Historical Preservation Board etc.) for the final approval. The CONSULTANT at no extra cost to the CITY shall make all required changes or additions and resolve all questions resulting from Board review (see paragraph H) if the changes or additions do not alter the scope of the project as determined under paragraph 2.2.1 A. The 100% complete final Construction Documents shall be returned to the CITY for final approval. Upon final approval by the CITY, the CONSULTANT shall furnish to the CITY drawings and specifications, without additional charge to the CITY for bidding purposes, unless instructed otherwise. The CONSULTANT shall arrange for "dry runs" and /or make final submissions to appropriate authorities (regulatory agencies to include and not limited to City, County, State or Federal) as necessary, to ascertain that the Construction Documents meet the necessary requirements to obtain all the necessary permits for construction. The CONSULTANT shall respond to all technical questions from regulatory agencies. The CONSULTANT shall modify, at no additional cost to CITY, in order to acquire the necessary permits. Page 5 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 2.2.4 Phase IV - Bidding and Negotiation Phase: A. Upon obtaining all necessary approvals of the Construction Documents, and approval by the CITY of the latest Statement of Probable Construction Cost, the CONSULTANT shall furnish the drawings and specifications as indicated above for bidding, and assist the CITY in obtaining bids as well as awarding and preparing construction contracts. The CONSULTANT shall attend all pre -bid conferences. The CONSULTANT shall be present during the bid opening and as part of its assistance to the CITY will tally, evaluate and issue a recommendation to the CITY after verifying bond, insurance documents, questionnaire and reference submitted by the constructor. . B. The CONSULTANT shall issue Addenda to the Construction Documents through the CITY as appropriate to clarify, correct or change Bid Documents. C. If Pre - Qualification of bidders is required as set forth in the Request for Qualification, the CONSULTANT shall assist CITY in developing qualification criteria, review qualifications of prospective bidders, and recommend acceptance or rejection of the prospective bidders. D. If the lowest responsible Base Bid received exceeds the Total Allocated Hind$ the CITY may: I . Approve the increase in Project Cost and award a construction contract or, 2, reject all bids and rebid the Project within a reasonable time with no change in the Project, or 3. Direct the CONSULTANT to revise the Project scope or quality, or both, at additional compensation to the CONSULTANT, as approved by the CITY and rebid the Project, or 4. Suspend or abandon the Project, or 5. Exercise all options under the CITY Charter and State Law. NOTE: Under item (2) and (3) above, the CONSULTANT shall, without additional compensation, assist the CITY in obtaining re -bids, and awarding the re -bid of the project. Under item (3) above, the CONSULTANT shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the Total Allocated Funds when the lowest responsible bid is over 15% of the CONSULTANT estimate. All construction contracts must be approved by the CITY Commission after the CITY awards the contract for commission approval. E. For the purpose of payment to the CONSULTANT, the Bidding Phase will terminate and the services of the CONSULTANT will be considered complete upon signing of an AGREEMENT with a Contractor. Rejection of bids by the CITY does not constitute cancellation of the project. 2.2.5 Phase V — General Administration of the Construction Contract: A. The Construction Phase will begin with the City Commission approval of the award of the Construction Contract and will end when the Contractor's final Payment Certificate is approved and paid by the CITY. B. The CONSULTANT, as the representative of the CITY during the Construction Phase, Page 6 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) shall advise and consult with the CITY and shall have authority to act on behalf of the CITY to the extent provided in the General Conditions and as modified in the Supplementary Conditions of the Construction Contract. C. The CONSULTANT shall attend pre - construction meetings. D. The CONSULTANT shall at all times have access to the project wherever it is in preparation or progress. E. The CONSULTANT shall visit the site at least weekly (as required by the negotiated scope of work) and at all key construction events to ascertain the progress of the Project and to determine in general if the WORK is proceeding in accordance with the Contract Documents. On the basis of on -site observations, the CONSULTANT will use reasonable and customary care to guard the CITY against defects and deficiencies in the WORK. The CONSULTANT may be asked to provide scope and fees for continuous daily on -site observations to check the quality or quantity of the WORK as set forth in this AGREEMENT and defined by the Scope of WORK issued for the individual project. On the basis of the on -site observations, the CONSULTANT will advise the CITY as to the progress of and any observed defects and deficiencies in the WORK immediately in writing. F. The CONSULTANT shall furnish the CITY with a written report of all observations of the WORK made by him during each visit to the WORK. He shall also note the general status and progress of the WORK, and shall submit same in a timely manner. The CONSULTANT shall ascertain at least monthly that the Contractor is making timely, accurate, and complete notations on record drawings. G. Based on observations at the site and on the Contractor's Payment Certificate, the CONSULTANT shall determine the amount due the Contractor on account and he shall recommend approval of the Certificate in such amounts. The recommendation of approval of a Payment Certificate shall constitute a representation by the CONSULTANT to the CITY that, the CONSULTANT certifies to the CITY that the WORK has progressed to the point indicated, and the quality of the WORK is in accordance with the Contract Documents subject to: I. An evaluation of the WORK for conformance with the Contract Documents upon substantial completion. 2. The results of any subsequent tests required by the Contract Documents. 3. Minor deviations from the Contract Documents correctable prior to completion and acceptance of the project. H. The CONSULTANT shall have an affirmative duty to recommend rejection of WORK, which does not conform to the Contract Documents. Whenever, in its reasonable opinion, the CONSULTANT considers it necessary or advisable to insure compliance with the Contract Documents, it will have authority (with the CITY's prior approval) to recommend special inspections or testing of any WORK deemed not to be in accordance with the Contract Documents whether or not such WORK has been fabricated and delivered to the Project, or installed and completed. The CONSULTANT shall promptly review and approve shop drawings, samples, and other submissions of the Contractor for conformance with the design concept of the Project and for compliance with the Contract Documents. Changes or substitutions to Page 7 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) the Contract Documents shall not be authorized without concurrence with the CITY. The CONSULTANT shall review and recommend action on proposed Change Orders initiated by others, and initiate proposed change orders as required by its own observations or the requirement of the CITY. K. The CONSULTANT shall examine the WORK upon receipt of the Contractor's Certificate of Substantial Completion of the Project. A Punch List of any defects and discrepancies in the WORK required to be corrected by the Contractor shall be prepared by the CONSULTANT in conjunction with representatives of the CITY and satisfactory performance obtained before the CONSULTANT recommends execution of Certificate of Final Acceptance and final payment to the Contractor. He shall obtain from the Contractor all warranties, guarantees, operating and maintenance manuals for equipment, releases of lien and such other documents and certificates as may be required by applicable codes, laws, policy regulations, the specifications and the other Contract Documents and deliver them to the CITY. L. The CONSULTANT shall provide assistance in obtaining Contractor's compliance with the Contract Di;cumer its relative to, I' ) initial instruction of CITY personnel in the operation and maintenance of any equipment or system, 2) initial start -up and testing, adjusting and balancing of equipment and systems, and, 3) final clean -up of the project. M. The CONSULTANT shall provide the contractor with three sets of .drawings labeled "Construction Plans" for permit from Public Works. 2.2.6 Phase VI - Post Construction Administration A. The CONSULTANT shall prepare and provide the CITY with a written manual, to be used by the CITY, outlining the implementation plan of all the required maintenance necessary to keep the proposed WORK operational in a safe and effective manner. B. The CONSULTANT shall furnish to the CITY. reproducible record (as- built) drawings updated based on information furnished by the Contractor; such drawings shall become the property of the CITY. C. The CONSULTANT shall assist in the inspection of the WORK one (1) month before the expiration of any guarantee period or the sixth month whichever is earlier and report any defective WORK in the Project under terms of the guarantee /warranties for correction. The CONSULTANT shall assist the CITY with the administration of guarantee /warranties for correction of defective WORK that may be discovered during the said period. D. The CONSULTANT shall furnish the CITY with a 3 -ring binder labeled "Close -out Documents" that will include, as a minimum, a copy of; • Certificates of completion • As- Builts (1/2 size) • Test Results • Daily construction inspection reports • Progress meeting minutes Page 8 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) • Approved shop drawings • Warranty manuals as applicable • Final release of liens • Final payment to contractor 2.3 Additional Professional Services Additional Services as listed below are normally considered to be beyond the scope of the Basic Services for design and construction, as defined in this AGREEMENT, but which are additional services which may be authorized within the Scope of Work given the CONSULTANT. A. Special analysis of the CITY'S needs, and special programming requirements for a project. B. Financial feasibility, life cycle costing or other special studies. C. Planning surveys, site evaluations, or comparative studies of prospective sites. D. Design services relative to future facilities, systems and equipment, which are not intended to be constructed as part of a specific Project. E. Services to investigate existing conditions (excluding utilities) or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by the CITY. F. Professional detailed Estimates of Construction Cost consisting of quantity surveys itemizing all material, equipment and labor required for a Project. G. Consultation concerning replacement of any WORK damaged by fire or other cause during construction, and furnishing professional services of the type set forth in Basic Services as may be required relative to replacement of such WORK, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. H. Professional services made necessary by the default of the Contractor or by major defects in the WORK under the Construction Contract, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. Making major revisions changing the Scope of a project, to drawings and specifications when such revisions are inconsistent with written approvals or instruction previously given by the CITY and are due to causes beyond the control of the CONSULTANT. (Major revisions are defined as those changing the Scope and arrangement of spaces and /or scheme or any portion). J. The services of one or more full -time Project Representatives. K. Preparing to serve or serving as an expert witness in connection with any arbitration proceeding or legal proceeding in connection with a Project. L. Professional services required after approval by the CITY or the Contractor's Requisition for Final Payment, except as otherwise required under Basic Services. Page 9 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) M. Preparing supporting data, drawings, and specifications as may be required for Change Orders affecting the scope of a Project provided the Changes are due to causes found by the CITY to be beyond the control of the CONSULTANT. 3.0 Time for Completion The services to be rendered by the CONSULTANT for any WORK shall be commenced upon written Notice to Proceed from the CITY subsequent to the execution of this AGREEMENT and shall be completed within the time based on reasonable determination, stated in the said Notice to Proceed. A reasonable extension of time will be granted in the event there is a delay on the part of the CITY in fulfilling its part of the AGREEMENT, change of scope of work or should any other events beyond the control of the CONSULTANT render performance of his duties impossible. 4.0 Basis of Compensation The CONSULT ANT agrees to negotiate a "riot to exceed" fee or a fixed sum lee for each of the V Y OR K assigned to him based on the Scope of such WORK. Upon AGREEMENT of a fee, the CITY will issue a written authorization to proceed to the CONSULTANT. For reproduction of plans and specifications, beyond the requirements as identified under this AGREEMENT the CITY will pay the direct costs. The fees for Professional Services for each Project shall be determined by one of the following methods or a combination thereof, as mutually agreed upon by the CITY and the CONSULTANT. A fixed sum: The fee for a task or a scope of work may be a fixed sum as mutually agreed upon by the CITY and the CONSULTANT: Hourly rate fee: The CITY agrees to pay, and the CONSULTANT agrees to accept, for the services rendered pursuant to this AGREEMENT, fees in accordance with the following: Category Principal Project Manager Senior Engineer Engineer Construction Manager Construction Inspection Senior Draftsman/Technical /CADD Operator Draftsmen Data Processing / Clerical *Hourly rates will include all wages, benefits, overhead and profit. Page 10 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Hourly Rate $175 $135 $110 $155 $75 $80 $70 $60 5.0 Payment and Partial Payments The CITY will make monthly payments or partial payments to the CONSULTANT for all authorized WORK performed during the previous calendar month. For design and construction projects where fee for each phase is not specified, such payment shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each phase: • 15% upon completion and approval of Phase I. • 35% upon completion and approval of Phase II. • 55% upon submittal and approval of 50% complete drawings and outline specifications of Phase III. • 75% upon 100% completion and approval of Phases III and IV. • 90% upon completion of the Project and approval of all WORK Phase V). • 100% upon final completion and approval of WORK elements A and B of Phase VI. The CONSULTANT shall submit an original invoice to the CITY's project representative for each payment certifying the percentage of the WORK completed by the CONSULTANT. The amount of the invoices submitted shall be the amount due for all WORK performed to date, as certified by the CONSULTANT. The request for payment shall include the following information: • Project Name and CONSULTANT's Name. • Total Contract amount (CONSULTANT's lump sum negotiated), if applicable. • Percent of work completed. • Amount earned. • Amount previously billed. • Due this invoice. • Balance remaining. • Summary of work done this billing period. • Invoice number and date. • CONSULTANT's W -9 Upon request by the CITY the CONSULTANT shall provide the CITY with certified payroll data for the WORK reflecting salaries and hourly rates. 6.0 Right of Decisions All services shall be performed by the CONSULTANT to the satisfaction of the CITY's representative, who shall decide all questions, difficulties and disputes of whatever nature which may arise under or by reason of this AGREEMENT, the prosecution and fulfillment of the services, and the character, quality, amount and value and the representative's decisions upon all claims, questions, and disputes shall be final, conclusive and binding upon the parties unless such determination is clearly arbitrary or unreasonable. In the event that the CONSULTANT does not concur in the judgment of the representative as to any decisions made by him, he shall present his written objections to the City Manager. Nothing in this section shall mean to deny the right to arbitrate, by either party, in accordance with the appropriate Arbitration Rules of the American Arbitration Association. Page I I of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 7.0 Ownership of Documents All reports and reproducible plans, and other data developed by the CONSULTANT for the purpose of this AGREEMENT shall become the property of the CITY without restriction or limitation in connection with the owner's use and occupancy of the project. Reuse of these documents for any purpose, other than that intended by the terms and conditions of this AGREEMENT, and without written AGREEMENT from the CONSULTANT shall be the CITY'S sole risk and without liability and legal exposure to the CONSULTANT. When each individual section of the WORK under this AGREEMENT is complete all of the above applicable data shall be delivered to the CITY. 8.0 Court ADDearances. Conferences and Hearings Nothing in this AGREEMENT shall obligate the CONSULTANT to prepare for or appear in litigation on behalf of the CITY without additional compensation except for any dispute arising out of this contract unless the CONSULTANT or its employee is subpoenaed to testify as a fact witness. The amount of such compensation for expert preparation and testimony or consultation shall be mutually agreed upon and be subject to a supplemental AGREEMENT approved by the Cl 1 i Commissioners and upon receipt of written authorization from the CITY prior to performance of a court appearance and conference. The CONSULTANT shall confer with the CITY at any time during construction of the improvement contemplated as to interpretation of plans, correction of errors and omissions and preparation of any necessary plan thereof to correct such errors and omissions or clarify without added compensation. 9.0 Notices Any notices, reports or other written communications from the CONSULTANT to the CITY shall be considered delivered when received by the CITY. Any notices, reports or other communications from the CITY to the CONSULTANT shall be considered delivered when received by the CONSULTANT or its authorized representative. 10.0 Audit Rights The CITY reserves the right to audit the records of the CONSULTANT related to this AGREEMENT at any time during the execution of the WORK and for a period of one (1) year after final payment is made. This provision is applicable only to projects that are on a time and cost basis. 11.0 Subletting The CONSULTANT shall not sublet, assign, or transfer any WORK under this AGREEMENT without the prior written consent of the CITY. 12.0 Warranty 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 contract and that he has not paid or agreed to pay any company or person other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage fee, gifts or any other considerations contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the CITY Page 12 of 3 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) shall have the right to annul this contract without liability. 13.0 Termination of AGREEMENT It is expressly understood and agreed that the CITY may terminate this AGREEEMENT without penalty by declining to issue Notice to Proceed authorizing WORK, in which event the CITY'S sole obligation to the CONSULTANT shall be payment for the WORK previously authorized and performed in accordance with the provisions of this AGREEMENT, such payment to be determined on the basis of the WORK performed by the CONSULTANT up to the time of termination. Upon termination, the CITY shall be entitled to a refund of any monies paid for any period of time subsequent to date of termination for which no work was performed. 14.0 Duration of AGREEMENT This AGREEMENT is for a time period of three (3) years, commencing upon approval and execution of AGREEMENT. This AGREEMENT shall remain in force until the actual completion of performance of a given project awarded to the CONSULTANT, or unless otherwise terminated by the CITY. 15.0 Renewal Option This AGREEMENT may be renewed, at the sole discretion of the CITY, for an additional period not to exceed a total contract period, including renewals, of one (1) year. 16.0 Default In the event either party fails to comply with the provisions of this AGREEMENT, the aggrieved party may declare the other party in default and notify him in writing. In such event, the CONSULTANT will only be compensated for any completed professional services. In the event partial payment has been made for such professional services not completed, the CONSULTANT shall return such sums to the CITY within ten (10) days after notice that said sums are due. In the event of any litigation between the parties arising out of or relating in any way to this AGREEMENT or a breach thereof, each party shall bear its own costs and legal fees. 17.0 Insurance and Indemnification The CONSULTANT shall maintain during the term of this AGREEMENT the insurance as set forth in "Attachment A, Insurance and Indemnification" to this AGREEMENT. 18.0 AGREEMENT Not Exclusive Nothing in this AGREEMENT shall prevent the CITY from employing other CONSULTANTS to perform the same or similar services. 19.0 Codes. Ordinances and Laws The CONSULTANT agrees to abide and be governed by all duly promulgated and published municipal, County, state and federal codes, ordinances, rules, regulations and laws in effect at the time of design which have a direct bearing on the WORK involved on this project. The CONSULTANT is required to complete and sign all affidavits, including Public Entity Crimes Affidavit form (attached) pursuant to FS 287.133(3) (a), Page 13 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) as required by the Request for Qualifications applicable to this AGREEMENT. 20.0 Taxes CONSULTANT shall be responsible for all payments of federal, state, and /or local taxes related to the Operations, inclusive of sales tax if applicable. 21.0 Drug Free Workplace CONSULTANT shall comply with the Drug Free Workplace policy set forth in attachment # two which is made a part of this AGREEMENT by reference. 22.0 Independent Contractor CONSULTANT is an independent entity under this AGREEMENT and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the parties. 23.0 Duties and Responsibilities CONSULTANT agrees to provide its services during the term of this AGREEMENT in accordance with all applicable laws, rules, regulations, and health and safety standards of the federal, state, and City, which may be applicable to the service being provided. 24.0 Licenses and Certifications CONSULTANT shall secure all necessary business and professional licenses at its sole expense prior to executing the AGREEMENT. 25.0 Entirety of AGREEMENT This writing embodies the entire AGREEMENT and understanding between the parties hereto, and there are no other AGREEMENTs and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration,_ change, __or__modification of_ the __terms of this AGREEMENT shall be _valid unless made in writing and signed by both parties hereto, and approved by the City Commissioner if required by municipal ordinance or charter. 26.0 1 u Trial CITY and CONSULTANT knowingly, irrevocably voluntarily and intentionally waive any right either may have to a trial by jury in State or Federal Court proceedings in respect to any action, proceeding, lawsuit or counterclaim arising out of the Contract Documents or the performance of the Work thereunder. 27.0 Validity of Executed Copies This AGREEMENT may be executed in several counterparts, each of which may be construed as an original. 28.0 Rules of Interpretation Throughout this AGREEMENT the male pronoun may be substituted for female and neuter and the singular Page 14 of 3 I Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) words substituted for plural and plural words substituted for singular wherever applicable. 29.0 Severability If any term or provision of this AGREEMENT or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this AGREEMENT, or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this AGREEMENT shall be valid and enforceable to the fullest extent permitted by law. 30.0 Non - Waiver CITY and CONSULTANT agree that no failure to exercise and no delay in exercising any right, power or privilege under this AGREEMENT on the part of either party shall operate as a waiver of any right, power, or privilege under this AGREEMENT. No waiver of this AGREEMENT, in whole or part, including the provisions of this paragraph, may be implied by any act or omission and will only be valid and enforceable if in writing and duly executed by each of the parties to this AGREEMENT. Any waiver of any term, condition or provision of this AGREEMENT will not constitute a waiver of any other term, condition or provision hereof, nor will a waiver of any breach of any term, condition or provision constitute a waiver of any subsequent or succeeding breach. 31.0 No Discrimination No action shall be taken by the CONSULTANT which would discriminate against any person on the basis of race, creed, color, national origin, religion, sex, familial status, ethnicity, sexual orientation or disability. The CONSULTANT shall comply with the Americans with Disabilities Act 32.0 Equal Employment In accordance with Federal, State and Local law, the CONSULTANT shall not discriminate against any employee or applicant for employment because of race, color, ethnicity, religion, sex, sexual orientation, national origin or handicap. The CONSULTANT shall comply with all aspects of the Americans with Disabilities Act (ADA) during the performance of this contract. 33.0 Governing Laws This AGREEMENT and the performance of services hereunder will be governed by the laws of the State of Florida, with exclusive venue for the resolution of any dispute being a court of competent jurisdiction in Miami -Dade County, Florida. 34.0 Effective Date This AGREEMENT shall not become effective and binding until it has been executed by both parties hereto and the effective date shall be the date of its execution by the last party so executing it. 35.0 Third Pa!U Bengficiar It is specifically understood and agreed that no other person or entity shall be a third party beneficiary hereunder, and that none of provisions of this AGREEMENT shall be for the benefit of or be enforceable by anyone other than the parties .hereto, and that only the parties hereto shall have any rights hereunder. Page 15 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 36.0 Further Assurances The parties hereto agree to execute any and all other and further documents as might be reasonably necessary in order to ratify, confirm, and effectuate the intent and purposes of the AGREEMENT. 37.0 Time of Essence Time is of the essence of this AGREEMENT. 38.0 Interpretation This AGREEMENT shall not be construed more strongly against either party hereto, regardless of who was more responsible for its preparation. 39.0 Force Maieure Neither party hereto shall be in default of its failure to perform its obligations under this AGREEMENT if caused by acts of God, civil commotion, strikes, labor disputes, or governmental demands or requirements that could not be reasonably anticipated and the effects avoided or mitigated. Each party shall notify the other of any such occurrence. 40.0 Notices Whenever notice shall be required or permitted herein, it shall be delivered by hand delivery, e -mail, facsimile transmission or certified mail, with return receipt requested and shall be deemed delivered on the date shown on the delivery confirmation or if by certified mail, the date on the return receipt or the date shown as the date same was refused or unclaimed. Notices shall be delivered to the following individuals or entities at the addresses (including e -mail) or facsimile transmission numbers set forth below: To CITY: City Manager, zfeyeki 41�eVkp13eA- 6130 Sunset Dr. South Miami, FL 33143 Fax: 36s - LPto3 - V5 4-'S_ E -mail: S Art e)�,4 NtwU_(a> hm1AY" i fL if a With copies by U.S. mail to: City Attorney, Thomas Pepe, Esquire 6130 Sunset Dr. South Miami, FL 33143 Fax: (305) 341 -0584 E- mail: tpepe @southmiamifl.gov To CONSULTANT: IN WITNESS WHEREOF, this AGREEMENT is accepted on the date first above written subject to the terms and conditions set f herein. WIT NESSE- `��� 11 CONSULTANT / Signature: `-- Name: Title: t Page 16 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) AUTHENTICATION: OWNER: Signat Executi Page 17 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Insurance and Indemnification I. Insurance and Indemnification Without limiting its liability, the proposing firm shall be required to procure and maintain at its own expense during the life of the Contract, insurance of the types and in the minimum amounts stated below as will protect the proposing firm, from claims which may arise out of or result from the proposing firm's execution of a contract with the City of South Miami for Performance Based Audits, whether such execution by the firm or by any sub - consultant, or by anyone directly or indirectly employed by any of them or by anyone for whose acts any of them may be liable. The CONSULTANT shall not commence work on this AGREEMENT until he has obtained all insurance required by the CITY. The CONSULTANT shall indemnify and save the CITY harmless from any and all damages, claims, liability, losses and causes of actions of any kind or nature arising out of a negligent error, omission, or act of the CONSULTANT, its agents, representatives, employees, Sub - Contractor, or assigns, incident to arising out of or resulting from the performance of the CONSULTANT'S professional services under this AGREEMENT. The CONSULTANT shall pay all claims and losses of any kind or nature whatsoever, in connection therewith, including the CITY's attorney's fees and expenses in the defense of any action in law or equity brought against the CITY arising from the negligent error, omission, or act of the CONSULTANT, its agents, representatives, employees, Sub - Contractor, or assigns, incident to, arising out of or resulting from the performance of the CONSULTANT'S professional services under this AGREEMENT. The CONSULTANT agrees and recognizes that the CITY shall not be held liable or responsible for any claims, including the costs and expenses of defending such claims which may result from or arise out of actions or omissions of the CONSULTANT, its agents, representatives, employees, Sub - Contractors, sub - contractors, or assigns. In reviewing, approving or rejecting any submissions or acts of the CONSULTANT, the CITY in no way assumes or shares responsibility or liability of the CONSULTANTS, Sub - Contractors, their agents or assigns. The CONSULTANT shall maintain during the term of this AGREEMENT the following insurance: A. - Professional- Liability - Insurance on a Florida approved form in the amount of $1,000,000 with _ deductible per claim if any, not to exceed 5% of the limit of liability providing for all sums which the CONSULTANT shall become legally obligated to pay as damages for claims arising out of the services or work performed by the CONSULTANT its agents, representatives, Sub - Contractors or assigns, or by any person employed or retained by him in connection with this AGREEMENT. This insurance shall be maintained for four years Insurance and Indemnification July 25, 2012 after completion of the construction and acceptance of any Project covered by this AGREEMENT. However, the CONSULTANT may purchase Specific Project Professional Liability Insurance, in the amount and under the terms specified above, which is also acceptable. B. Comprehensive general liability insurance with broad form endorsement, on a Florida approved form including automobile liability, completed operations and products liability, contractual liability, severability of interest with cross liability provision, and personal injury and property damage liability with limits of $1,000,000 combined single limit per occurrence and $2,000,000 aggregate, including: a. Personal Injury: $1,000,000; b. Medical Insurance $25,000 per person; Page 19 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) c. Property Damage: $500,000 each occurrence; d. Automobile Liability: $1,000,000 each accident/occurrence. C. Umbrella Commercial General Liability insurance on a Florida approved form with the same coverage as the primary insurance policy but in the amount of $1,000,000 per claim. The CITY must be named as additional "named" insured for all except Workers' Compensation, and reflect the indemnification and hold harmless provision contained herein. Policy must specify whether it is primary or excess /umbrella coverage. The CITY must receive 10 days advance written notice of any policy modification and 30 days advance written notice of cancellation, including cancellation for non - payment of premiums. All insurance must remain in full force and effect for the duration of the contract period with the CITY. The CONSULTANT must provide not only a "certified copy" of the Binder but also the Policy itself with the name, address and phone number of the agent and agency procuring the insurance. D. Workman's Compensation Insurance in compliance with Chapter 440, Florida Statutes, as presently written or hereafter amended. E. The policies shall contain waiver of subrogation against the CITY where applicable, shall expressly provide that such policy or policies are primary over any other collective insurance that the CITY may have. The CITY reserves the right at any time to request a copy of the required policies for review. All policies shall contain a "severability of interest" or "cross liability" clause without obligation for premium payment of the CITY. F. All of the above insurance required to be provided by the CONSULTANT is to be placed with BEST rated A -8 (A -VIII) or better insurance companies, qualified to do business under the laws of the State of Florida on approved Florida forms. The CONSULTANT shall furnish certified copies of all "Binders" or certificates of insurance to the CITY prior to the commencement of operations, which "Binders" or certificates shall clearly indicate that the CONSULTANT has obtained insurance in the type, amount, and classification as required for strict compliance with this Section and that no reduction in limits by endorsement during the policy term, or cancellation of this insurance shall be effective without thirty (30) days prior written notice to the CITY. Compliance with the foregoing requirements shall not relieve the CONSULTANT of his liability and obligations under this Section or under any other portion of this AGREEMENT. CONSULTANT agrees to supply copies of certificates of insurance to the CITY verifying the above - mentioned insurance coverage. CONSULTANT agrees to list the CITY as an Additional Insured of the CONSULTANT's General liability insurance and shall provide the CITY quarterly reports concerning any and all claims. Page 20 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) indictment or information after July I, 1989, as a result of a jury verdict, non -jury trial, or entry of a plea of guilty or nolo contender. 4. 1 understand that an "affiliate" as defined in Paragraph 287.133 (1 )(a), Florida Statutes, means: (a) A predecessor or successor of a person convicted of a public entity crime; or (b) An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in any person, or a pooling of equipment or income among persons when not for fair market value under an arm's length AGREEMENT, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. I understand that a "person" as defined in Paragraph 287.133 (1 )(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services led by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. 6. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. [Indicate which statement applies.] V" Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July I, 1989. _ The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members,_ or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July I, 1989. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent of July I, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. [Attach a copy of the final order.] I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY INDENTIFIED IN PARAGRAPH I (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY, AND THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE Page 24 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES, FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. �} jjr\.L [signature] Sworn to and subscribed before me this day of, 2011?;�— Personally known or Produced identification Notary Public - State of ' My commissiog,expires'�� (Type of identification) (Printed, typed or stamped commissioned name of notary public) Page 25 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) r °�y,Y ►u#e� Nota ""Public State of Florida /von e E Pineda '¢ My Commission EE148697 "'OF Igo Expires 02/2912016 ATTACHMENT #2 "DRUG FREE WORKPLACE" Whenever two or more Bids which are equal with respect to price, quality and service are received by the State or by any political subdivisions for the procurement of commodities or contractual services, a Bid received from a business that certifies that it has implemented a drug -free workplace program shall be given preference in the award process. Established procedures for processing tie Bids will be followed if none of the tied vendors have a drug -free workplace program. In order to have a drug -free workplace program, a business shall: 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such Prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under Bid a copy of the statement specified in Subsection (1). 4. In the statement specified in Subsection (1), notify the employees, that, as a condition of working on the commodities or contractual services that are under Bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contender to, any violation of Chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program, if such is available in the employee's community, by any employee who is so convicted. 6. Make a_good faith effort to continue to maintain a_drug -free workplace_ through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. CONSULTANT's Signature:} Print Name: Date: :l -.%,Q --) Page 26 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #3 "NO CONFLICT OF INTEREST /NON COLLUSION AFFIDAVIT" Submitted this day of 20 The undersigned, as CONSULTANT, declares that the only persons interested in this AGREEMENT are named herein; that no other person has any interest in this AGREEMENT; That this response is made without connection or arrangement with any other person; and that this response is in every respect fair and made in good faith, without collusion or fraud. The CONSULTANT agrees if this response /submission is accepted, to execute an appropriate CITY document for the purpose of establishing a formal contractual relationship between the CONSULTANT and the CITY, for the performance of all requirements to which the response /submission pertains. The full -names and residences of persons and firms interested in the foregoing bid /proposal, as principals, are as follows: The CONSULTANT further certifies that this response /submission complies with section 4(c) of the Charter of the City of South Miami, Florida. That, to the best of its knowledge and belief, no commissioner, Mayor or other officer or employee of the CITY has an interest directly or indirectly in the profits or emoluments of the Contract, job, w r-sXrvi to which the response /submission pertains. Signature: Printed Name: Uw o 0& 5 \)k- Title: �I r rL)Ic V Lod L l� Telephone:�j- �(�� —��( Company Name: ���� � �VA , NOTARY PUBLIC: Q STATE OF COUNTY OF Page 27 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, G M 6- 18 -13) The foregoing instrument was acknowledged before me this :28 day of 20by SEAL (name of person whose signature is being notarized) who is L----Personally known or Personal identification roar "u, Notary Public State of Florida Ivonne E Pineda c My Commission EE148697 11-e Expires 02/29/2016 Page 28 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Type of Identification Produced � Did take an oath, or , Did Not take -an oath. 3me of"Nota(y Public: Print, Stamp type as commissioned.) ATTACHMENT #4 "ACKNOWLEDGEMENT AND CONFORMANCE WITH OSHA STANDARDS" TO THE CITY OF SOUTH MIAMI We, ft�1r% 1�'f11- t�1-4� , (Name of CONSULTANT), hereby acknowledge and agree that as CON LTANT, as specified have the sole responsibility for compliance with all the requirements of the Federal Occupational Safety and Health Act of 1970, and all State and local safety and health regulations, and agree to indemnify and hold harmless the City of South Miami against any and all liability, claims, damages, losses and expenses they may incur due to the failure of (subcontractor's names): to comply with such act or regulation. CONSULTANT BY: A � . �k Na -I r m 4 q Titl �}�- Page 29 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) — 6� (/- P, I /�, - kness ATTACHMENT #5 "RELATED PARTY TRANSACTION VERIFICATION FORM" individually and on behalf of(fk IQ "Firm") (Name of Representative) [Com panylVendorl8mdy] have read the City of South Miami (CITY)'s Code of Ethics, Section 8A- I of the CITY's Code of Ordinances and I hereby certify, under penalty of perjury that to the best of my knowledge, information and belief. 1. Neither I nor the Firm have any conflict of interest (as defined in section 8A -1) with regard to the contract or business that I, and /or the Firm, am (are) about to perform for, or to transact with, the CITY, and 2. Neither I nor any employees, officers, directors of the Firm, nor anyone who has a financial interest greater than 5% in the Firm, has any relative(s), as defined in section 8A -I, who is an employee of the CITY or who is(are) an appointed or elected official of the CITY, or who is(are) a member of any public body created by the City Commission, i.e., a board or committee of the CITY, and Neither I nor the Firm, nor anyone who has a financial interest greater than 5% in the Firm, nor any member of those persons' immediate family (i.e., spouse, parents, children, brothers and sisters) has transacted or entered into any contract(s) with the CITY or has a financial interest, direct or indirect, in any business being transacted with the CITY, or with any person or agency acting for the CITY, other than as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be Signed under oath). 4. No elected and /or appointed official or employee of the City of Miami, or any of their immediate family members (Le., spouse, parents, children, brothers and sisters) has a financially interest, directly or indirectly, in the contract between you and /or your Firm and the CITY other than the following individuals whose interest is set forth following their names: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). The names of all CITY employees and that of all elected and /or appointed CITY officials or board members, who own, directly or indirectly, an interest of five percent (5%) or more of the total assets of capital stock in.the firm areas follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). I and the Firm further agree not to use or attempt to use any knowledge, property or resource which may come to us through our position of trust, or through our performance of our duties under the terms of the contract with the CITY, to secure a special privilege, benefit, or exemption for ourselves, or others. We agree that we may not disclose or use information, not available to members of the general public, for our personal gain or benefit or for the personal gain or benefit of any other person or business entity, outside of the normal gain or benefit anticipated through the performance of the contract. Page 30 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 6. 1 and the Firm hereby acknowledge that we have not contracted or transacted any business with the CITY or any person or agency acting for the CITY, and that we have not appeared in representation of any third party before any board, commission or agency of the CITY within the past two years other than as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). Neither I nor any employees, officers, or directors of the Firm, nor any of their immediate family (i.e., as a spouse, son, daughter, parent, brother or Sister) is related by blood or marriage to: (i) any member of the City Commission; (ii) any CITY employee; or (iii) any member of any board or agency of the CITY other than as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). 7. No other Firm, nor any officers or directors of that Other Firm or anyone who has a financial interest greater than 5% in that Other Firm, nor any member of those persons' immediate family (i.e., spouse, parents, children, brothers and sisters) nor any of my immediate family members (hereinafter referred to as "Related Parties ") has responded to a solicitation by the CITY in which I or the Firm that I represent or anyone who has a financial interest greater than 5% in the Firm, or any member of those persons' immediate family (Le. spouse, parents, children, brothers and sisters) have also responded, other than the following: , (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). 8. 1 and the Firm agree that we are obligated to supplement this Verification Form and inform the CITY of any change in circumstances that would change our answers to this document. Specifically, after the opening of any responses to a solicitation, I and the Firm have an obligation to supplement this Verification Form with the name of all Related Parties who have also responded to the same solicitation and to disclose the relationship of those parties to me and the Firm. 9. A violation of the CITY's Ethics Code, the giving of any false information or the failure to supplement this Verification Form, may subject me or the Firm to immediate termination of any AGREEMENT with the CITY, and the imposition of the maximum fine and /or any penalties allowed by law. Additionally, violations may be considered by and subject to action by the Miami -Dade County Commission on Ethics. Under penalty of perjury, I declare that I have made a diligent effort to investigate the matters to which I am attesting hereinabove and that the s�ereinabove are true and correct to the best of my knowledge, information and be ' Signature: Print Name & Title:�°J(Q��\ Date: ATTACHED: Sec. 8A -I - Conflict of interest and code of ethics ordinance. Page 31 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) PROFESSIONAL SERVICE AGREEMENT General aP6'GV,- (4N aAe- ervices THIS AGREEMENT made and entered into this V day of 3U416 , 20 Q by and between the CITY OF SOUTH MIAMI, apolitical subdivision of the State of Florida and AAA12tkrJ Ina- authorized to do business in the State of Florida, hereinafter referred to as the "CONSULTANT". In consideration of the premises and the mutual covenants contained in this AGREEMENT, the CITY OF SOUTH MIAMI, trough its City Manager, agrees to employ the CONSULTANT for a period ending on _ , and the CONSULTANT agrees to be available, continuing basis, to perform profes ional services in connection with project(s) where the basic estimated construction costs of each individual project does not exceed $2,000,000.00 or where the individual study does not exceed $200,000.00, herein after called the "SERVICES ". 1.0 General Provisions 1.1 The CONSULTANT may be awarded work and issued a Notice to Proceed to provide professional services for a project, for a portion of a project, or for discrete tasks on a project. Additional Professional Services, for the purpose of reviewing work performed by other professional consultants or for other miscellaneous engineering services that may be required. 1.2 A Notice to Proceed will be issued on an as needed basis at the sole discretion of the City Manager, or his designee, hereinafter referred to as "CITY ". The City of South Miami reserves, at all times, the right to perform any and all engineering work in -house or with other engineers. This AGREEMENT does not confer on the CONSULTANT any exclusive rights to perform work on behalf of the City of South Miami, nor does it obligate the City of South Miami in any manner to guarantee work for the CONSULTANT. The CONSULTANT may submit proposals for any professional services for which proposals may be publicly solicited by the City of South .Miami outside of this AGREEMENT. 1.3 The CITY will confer with the CONSULTANT before any Notice to Proceed is issued to discuss the scope of the work; the time needed to complete the WORK and the fee for the services to be rendered in connection with the WORK. 1.4 The CONSULTANT will submit proposal upon the CITY'S request prior to the issuance of a Notice to Proceed. No payment will be made for the CONSULTANT'S time and services in connection with the preparation of any proposal. 1.5 The CITY agrees that it will furnish to the CONSULTANT plans and other data available in the CITY files pertaining to the WORK to be performed under this AGREEMENT promptly after each Notice to Proceed. 1.6 The CONSULTANT agrees to produce and distribute minutes, promptly after each meeting at which the CONSULTANT'S presence is required. Page I of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, G M 6- 18 -13) 1.7 The CITY may designate a representative who, on behalf of the City Manager shall examine the documents submitted by the CONSULTANT and shall render decisions promptly, to avoid unreasonable delay in the progress of the CONSULTANT'S services. The CONSULTANT shall keep the CITY'S representative advised on the project status at all times. 1.8 The CITY agrees to issue all directives and approval in writing. 2.0 Professional Services 2.1 General Services The professional services to be provided by the consultant may be one or more of the following, and include but not limited to: A. Roadway Engineering to include streets, sidewalk, curb, gutter, drainage, associated traffic control devices, stripping, lighting, irrigation, speed reduction devices and residential landscaping. B. Drainage Design includes the necessary analysis needed to implement proposed drainage improvements, preparation of paving and drainage plan for municipal building and facilities. C. Civil Engineering, to include Distribution Systems Improvement/ Analysis and design and Sanitary Sewer System Evaluation and design. D. Environmental Engineering, including, site investigation and design needed to prepare remediation plans to mitigate underground storage tanks, hazardous waste materials and asbestos materials. E. Traffic Engineering Services will include daily volume counts, data analysis, preparation of conceptual improvements plan, present reports and recommendations to stakeholders and preparation of final traffic engineering report. F. Architectural Services to provide drawings and specifications for new constructions as well as additions and renovations; attend meetings with City staff and presentations to City Commission; provide plans developed on AutoCAD latest version and copies of reproducible hard copy and diskette of plans in the requested format. G. Landscape Architecture including providing drawings and specifications for landscape projects; site master planning, analysis and design, urban design plans /concept diagrams, open space planning, analysis and design; community planning, analysis and design; natural resource planning analysis and design; Parks design; renderings /modeling; provide plans developed on AutoCAD latest version and copies of reproducible hard copy and diskette of plans in the requested format. H. Registered Surveying and Mapping Other incidental services associated to the above items. Page 2 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, G M 6- 18 -13) 2.2 Design & Construction - Basic Services The Basic Services, for design and construction, consist of six (6) phases described in Paragraph 2.2.1 through 2.2.6. The scope outlined below is applicable in its entirety to projects for which completed Basic Services are authorized. Upon authorization to proceed from the CITY, the CONSULTANT agrees to provide complete professional services for any portion or all.of the six Phases outlined below applicable to its profession. The CONSULTANT agrees to co- ordinate its effort with that of any other providers of professional services to assure a coordinated and complete WORK. In a multi - professionally consulted project, the lead CONSULTANT, as designated by the CITY, shall prepare the final bid package including.bid documents and specifications, which shall be prepared by, and be the responsibility of the respective disciplines. 2.2.1 Phase I- Preliminary and Schematic Design: A. The CONSULTANT shall confer with representatives of the CITY and the end user to determine the full scope of the Project that will meet the program requirements, and shall advise the CITY if, in the CONSULTANT'S opinion, the allocated funds are adequate to accomplish the program requirements, as defined by an individual purchase order for the specific work to be performed. B. The CONSULTANT shall use proper and adequate design control to assure the CITY that the program requirements will be meta C. The CONSULTANT shall prepare a Design Concept and Schematic Report, comprising of the Project Timetable (Master Schedule), Planning Summary (unless advised otherwise), Schematic Design Studies (unless advised otherwise) as defined below, and the Statement of Probable Construction Cost. D. The Proposed Project Timetable shall consist of a schedule showing the proposed completion date on each Phase of the Project through design, bidding, construction, and proposed date of completion. E. The Planning Summary (unless advised otherwise) shall consist of a vicinity plan and blow- up of the Site (if applicable) showing Project orientation, and a brief summary of all pertinent planning criteria used for the Project. F. The Schematic Design Studies (unless advised otherwise) shall consist of all plans, elevations, sections, etc. as required to show the scale and relationship of the parts and the design concept of the whole. A simple perspective sketch, rendering, model or photograph thereof may be provided to further show the design concept. G. The CONSULTANT shall present the Schematic design studies to the appropriate commission, committee, agency or board (hereinafter collectively referred to as "Boards ") for their approval when the project requires such approval. The Consultant shall make copies necessary for presentation to the Board at no additional cost to City. H. The CONSULTANT shall present the schematic design studies to all the appropriate utility companies (such as FPL, Southern Bell, Dynamic Cable, MDWASA, etc.) for any conflict with their utilities. Page 3 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) The Statement of Probable Construction Cost shall include estimated cost of the Project including fixed equipment, professional fees, contingencies (if any), escalation factors adjusted to the estimated bid date, movable estimate (if any), and utility service extensions (if applicable). The CONSULTANT'S opinions of probable Total Project Costs and Construction Cost are to be made on the basis of the CONSULTANT'S experience and qualifications and represent CONSULTANT'S best judgment as an experienced and qualified professional, familiar with the local construction industry and prices. The CONSULTANT shall submit and present two (2) copies of all documents required under this Phase, without additional charge, for approval by the CITY and it shall not proceed with the next Phase until directed by the CITY in writing 2.2.2 Phase II — Study and Design Development: A. From the approved Schematic Design documents, the CONSULTANT shall prepare Design Development Documents, comprising the drawings, outline specifications and other documents to fix and describe the size and character of the entire Project as to construction and finish materials and other items incidental thereto as may be appropriate and applicable. B. The Design Development Documents shall comprise the Proposed Project Timetable (updated), Outline Specifications, Updated Statement of Probable Construction Cost, and Design Development Drawings, etc., as required to clearly delineate the Project. If the Updated Statement of Probable Construction Cost exceeds the allocated funds, feasible cost or scope reduction options shall be included. C. The CONSULTANT shall submit and present two (2) sets of all documents required under this Phase, without additional charge, for approval by the CITY and not proceed with the next Phase until directed by the CITY in writing. D. The CONSULTANT shall at all times monitor the Probable Construction Costs to make certain they remain within the total allocated budget. A Notice to Proceed to Phase III will not be issued if the latest statement of Probable Construction Cost exceeds the total allocated funds. 2.2.3 Phase III — Final Design / Construction Documents Development: A. From the approved Design Development Documents, the CONSULTANT shall prepare Final Construction Documents setting forth in detail the requirements for the construction of the Project including the Proposal (Bid) Form and other necessary information for bidders, Conditions of the Contract, and Complete Drawings and Specifications. The CONSULTANT shall use Construction Specifications Institute (CSI) Standards and the City of South Miami Standard forms for the preparation of the proposal (bid) forms, Instructions to Bidders, conditions of Contract and Specifications. The CONSULTANT shall review all existing City Specifications, for completeness prior to use and shall supply all needed additional specifications. The final draft of the construction documents shall meet the requirements of and be approved by the City Attorney. B. The Construction Documents shall be prepared in a manner that will assure clarity of line work, notes, and dimensions when the documents are reduced to 50% of their size. All drawings shall be on 24" x 36" paper ( "D" size), on the CITY's standard sheet format, unless Page 4 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) approved otherwise. C. All construction documents shall be submitted in both "hard copy" and electronic media in a mutually agreed upon electronic format, but generally as follows: 1. Non - drawing submittals in Microsoft Office Word format. 2. Drawings in AutoCAD format. 3. GIS files should be in ArcView format Version 3.2. D. When the development of the drawings has progressed to at least 50% completion in Phase III, the CONSULTANT shall submit two (2) copies to the CITY for approval," without additional charge, along with updated outline specifications. The CONSULTANT shall also submit at this time an updated Statement of Probable Construction cost as indicated by time factor, changes in requirements, or general market conditions and an updated Project Schedule. E. The CONSULTANT shall. not proceed with the further development until approval of the documents is received from the CITY in writing. The CONSULTANT shall make all changes to documents required by the CITY. before proceeding further. A set of the revised documents shall be returned to the CITY after incorporating all of the changes, if any. F. A Notice to Proceed for the completion of Phase III will not be issued if the latest Statement of Probable Construction Cost exceeds the total allocated funds, unless the CITY increases the total allocated funds or the CONSULTANT and the CITY agrees on methods of cost reductions sufficient to enable construction within the project budget. G. Upon 100% completion of the Construction Documents, the CONSULTANT shall submit to the CITY a final, updated Statement of Probable Construction Cost along with two (2) copies each of the final draft of all drawings; specifications, reports, programs, etc., without additional charge, for a final review and comments or approvals. H. The CONSULTANT shall make all the necessary presentations to the appropriate CITY Boards which would be normally required of any construction project (such as Environmental Review Board, Historical Preservation Board etc.) for the final approval. The CONSULTANT at no extra cost to the CITY shall make all required changes or additions and resolve all questions resulting from Board review (see paragraph H) if the changes or additions do not alter the scope of the project as determined under paragraph 2.2.1 A. The 100% complete final Construction Documents shall be returned to the CITY for final approval. Upon final approval by the CITY, the CONSULTANT shall furnish to the CITY a minimum of 30 sets of drawings and specifications, without additional charge to the CITY for bidding purposes, unless instructed otherwise. J. The CONSULTANT shall arrange for "dry runs" and /or make final submissions to appropriate authorities (regulatory agencies to include and not limited to City, County, State or Federal) as necessary, to ascertain that the Construction Documents meet the necessary requirements to obtain all the necessary permits for construction. The CONSULTANT shall respond to all technical questions from regulatory agencies. The CONSULTANT. shall modify, at no additional cost to CITY, in order to acquire the necessary permits. Page 5 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 2.2.4 Phase IV - Bidding and Negotiation Phase: A. Upon obtaining all necessary approvals of the Construction Documents, and approval by the CITY of the latest Statement of Probable Construction Cost, the CONSULTANT shall furnish the drawings and specifications as indicated above for bidding, and assist the CITY in obtaining bids as well as awarding and preparing construction contracts. The CONSULTANT shall attend all pre -bid conferences. The CONSULTANT shall be present during the bid opening and as part of its assistance to the CITY will tally, evaluate and issue a recommendation to the CITY after verifying bond, insurance documents, questionnaire and reference submitted by the constructor. B. The CONSULTANT shall issue Addenda to the Construction Documents through the CITY as appropriate to clarify, correct or change Bid Documents. C. If Pre - Qualification of bidders is required as set forth in the Request for Qualification, the CONSULTANT shall assist City in developing qualification criteria, review qualifications of prospective bidders, and recommend acceptance or rejection of the prospective bidders. D. If the lowest responsible Base Bid received exceeds the Total Allocated Funds the Cl i' may: . Approve the increase in Project Cost and award a construction contract. or, 2. reject all bids and rebid the Project within a reasonable time with no change in the Project, or 3. Direct the CONSULTANT to revise the Project scope or quality, or both, as approved by the CITY and rebid the Project, or 4. Suspend or abandon the Project, or S. Exercise all options under the City Charter and State Law. NOTE: Under item (2) and (3) above, the CONSULTANT shall, without additional compensation, assist the CITY in obtaining re -bids, and awarding the re -bid of the project. Under item (3) above, the CONSULTANT shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the Total Allocated Funds when the lowest_ responsible bid is over 15% of the CONSULTANT estimate. All construction contracts must be approved by the City Commission after the City awards the contract for commission approval. E. For the purpose of payment to the CONSULTANT, the Bidding Phase will terminate and the services of the CONSULTANT will be considered complete upon signing of an AGREEMENT with a Contractor. Rejection of bids by the CITY does not constitute cancellation of the project. 2.2.5 Phase V — General Administration of the Construction Contract: A. The Construction Phase will begin with the City Commission approval of the award of the Construction Contract and will end when the Contractor's final Payment Certificate is approved and paid by the CITY. B. The CONSULTANT, as the representative of the CITY during the Construction Phase, shall advise and consult with the CITY and shall have authority to act on behalf of the CITY Page 6 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) to the extent provided in the General Conditions and as modified in the Supplementary Conditions of the Construction Contract. C. The CONSULTANT shall attend pre- construction meetings. D. The CONSULTANT shall at all times have access to the project wherever it is in preparation or progress. E. The CONSULTANT shall visit the site at least weekly and at all key construction events to ascertain the progress of the Project and to determine in general if the WORK is proceeding in accordance with the Contract Documents. On the basis of on -site observations, the CONSULTANT will use reasonable and customary care to guard the CITY against defects and deficiencies in the WORK. The CONSULTANT may be required to provide continuous daily on -site observations to check the quality or quantity of the WORK as set forth in this AGREEMENT and defined by the Scope of WORK issued for the individual project. On the basis of the on -site observations, the CONSULTANT will advise the CITY as to the progress of and any observed defects and deficiencies in the WORK immediately in writing. F. The CONSULTANT shall furnish the CITY with a written report of all observations of the WORK made by him during each visit to the WORK. He shall also note the general status and progress of the WORK, and shall submit same in a timely manner. The CONSULTANT shall ascertain at least monthly that the Contractor is making timely, accurate, and complete notations on record drawings. G. Based on observations at the site and on the Contractor's Payment Certificate, the CONSULTANT shall determine the amount due the Contractor on account and he shall recommend approval of the Certificate in such amounts. The recommendation of approval of a Payment Certificate shall constitute a representation by the CONSULTANT to the CITY that, the CONSULTANT certifies to the CITY that the WORK has progressed to the point indicated, and the quality of the WORK is in accordance with the Contract Documents subject to: I. An evaluation of the WORK for conformance with the Contract Documents upon substantial completion. 2. The results of any subsequent tests required by the Contract Documents. 3. Minor deviations from the Contract Documents correctable prior to completion and acceptance of the project. H. The CONSULTANT shall have an affirmative duty to recommend rejection of WORK, which does not conform to the Contract Documents. Whenever, in its reasonable opinion, the CONSULTANT considers it necessary or advisable to insure compliance with the Contract Documents, it will have authority (with the City's prior approval) to recommend special inspections or testing of any WORK deemed not to be in accordance with the Contract Documents whether or not such WORK has been fabricated and delivered to the Project, or installed and completed. The CONSULTANT shall, promptly review and approve shop drawings, samples, and other submissions of the Contractor for conformance with the design concept of the Project and for compliance with the Contract Documents. Changes or substitutions to the Contract Documents shall not be authorized without concurrence with the CITY. Page 7 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) J. The CONSULTANT shall review and recommend action on proposed Change Orders initiated by others, and initiate proposed change orders as required by its own observations or the requirement of the CITY. K. The CONSULTANT shall examine the WORK upon receipt of the Contractor's Certificate of Substantial Completion of the Project. A Punch List of any defects and discrepancies in the WORK required to be corrected by the Contractor shall be prepared by the CONSULTANT in conjunction with representatives of the CITY and satisfactory performance obtained before the CONSULTANT recommends execution of Certificate of Final Acceptance and final payment to the Contractor. He shall obtain from the Contractor all warranties, guarantees, operating and maintenance manuals for equipment, releases of lien and such other documents and certificates as may be required by applicable codes, laws, policy regulations, the specifications and .the other Contract Documents and deliver them to the CITY. L. The CONSULTANT shall provide assistance in obtaining Contractor's compliance with the Contract Documents relative to, 1) initial instruction of CITY personnel in the operation and maintenance of any equipment or system, 2) initial start -up and testing, adjusting and balancing of equipment and systems, and, 3) final clean -up of the project. MI. The CONSULTANT shall provide the contractor with three sets of drawings labeled "Construction Plans" for permit from Public Works. 2.2.6 Phase VI - Post Construction Administration A. The CONSULTANT shall prepare and provide the CITY with a written manual, to be used by the CITY, outlining the implementation plan of all the required maintenance necessary to keep the proposed WORK operational in a safe and effective manner. B. The CONSULTANT shall furnish to the CITY, reproducible record (as- built) drawings updated based on information furnished by the Contractor; such drawings shall become the property of the CITY. C. The CONSULTANT shall assist in the inspection of the WORK one month before the expiration of any guarantee period or the sixth month whichever is earlier and report any defective WORK in the Project under terms of the guarantee /warranties for correction. The CONSULTANT shall assist the CITY with the administration of guarantee /warranties for correction of defective WORK that may be discovered during the said period. D. The CONSULTANT shall furnish the City with a 3 -ring binder labeled "Close -out Documents" that will include, as a minimum, a copy of; • Certificates of completion • As- Builts (1/2 size) • Test Results • Daily construction inspection reports • Progress meeting minutes • Approved shop drawings Page 8 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) • Warranty manuals as applicable • Final release of liens • Final payment to contractor 2.3 Additional Professional Services Additional Services as listed below are normally considered to be beyond the scope of the Basic Services for design and construction, as defined in this AGREEMENT, but which are additional services which may be authorized within the Scope of Work given the CONSULTANT. A. Special analysis of the CITY'S needs, and special programming requirements for a project. B. Financial feasibility, life cycle costing or other special studies. C. Planning surveys, site evaluations, or comparative studies of prospective sites. D. Design services relative to future facilities, systems and equipment, which are not intended to be constructed as part of a specific Project. E. Services to investigate existing conditions (excluding utilities) or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by the CITY. F. Professional detailed Estimates of Construction Cost consisting of quantity surveys itemizing all material, equipment and labor required for a Project. G. Consultation concerning replacement of any WORK damaged by fire or other cause during construction, and furnishing professional services of the type set forth in Basic Services as may be required relative to replacement of such WORK, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. H. Professional services made necessary by the default of the Contractor or by major defects in the WORK under the Construction Contract, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. Making major revisions changing the Scope of a project, to drawings and specifications when such revisions are inconsistent with written approvals or instruction previously given by the CITY and are due to causes beyond the control of the CONSULTANT. (Major revisions are defined as those changing the Scope and arrangement of spaces and /or scheme or any portion). The services of one or more full -time Project Representatives. K. Preparing to serve or serving as an expert witness in connection with any arbitration proceeding or legal proceeding in connection with a Project. L. Professional services required after approval by the CITY or the Contractor's Requisition for Final Payment, except as otherwise required under Basic Services. M. Preparing supporting data, drawings, and specifications as may be required for Change Orders Page 9 of 3 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) affecting the scope of a Project provided the Changes are due to causes found by the CITY to be beyond the control of the CONSULTANT. 3.0 Time for Completion The services to be rendered by the CONSULTANT for any WORK shall be commenced upon written Notice to Proceed from the CITY subsequent to the execution of this AGREEMENT and shall be completed within the time based on reasonable determination; stated in the said Notice to Proceed. A reasonable extension of time will be granted in the event there is a delay on the part of the CITY in fulfilling its part of the AGREEMENT, change of scope of work or should any other events beyond the control of the CONSULTANT render performance of his duties impossible. 4.0 Basis of Compensation The CONSULTANT agrees to negotiate a "not to exceed" fee or a fixed sum fee for each of the WORK assigned to him based on the Scope of such WORK. Upon AGREEMENT of a fee, the CITY will issue a written authorization to proceed to the CONSULTANT. In case of emergency, the CITY reserves the right to issue oral authorization to the CONSULTANT, with the understanding that written confirmation will follow immediately thereafter as possible. For reproduction of plans and specifications, beyond the requirements as identified under this AGREEMENT the CITY will pay the direct costs. The fees for Professional Services for each Project shall be determined by one of the following methods or a combination thereof, as mutually agreed upon by the CITY and the CONSULTANT. A fixed sum: The fee for a task or a scope of work may be a fixed sum as mutually agreed upon by the CI T Y and the CONSULTANT: Hourly rate fee: The CITY agrees to pay, and the CONSULTANT agrees to accept, for the services rendered pursuant to this AGREEMENT, fees in accordance with the following. Categor�r Principal Project Manager Senior Engineer Engineer Construction Manager Construction Inspection Senior Draftsman/Technical /CADD Operator Draftsmen Data Processing/ Clerical Hourly rates will include all wages, benefits, overhead and profit. Page 10 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Hourly Rate 5.0 Payment and Partial Payments The CITY will make monthly payments or partial payments to the CONSULTANT for all authorized WORK performed during the previous calendar month. For design and construction projects where fee for each phase is not specified, such payment shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each phase: • 15% upon completion and approval of Phase I. • 35% upon completion and approval of Phase II. • 55% upon submittal and approval of 50% complete drawings and outline specifications of Phase III. • 75% upon 100% completion and approval of Phases III and IV. • 90% upon completion of the Project and approval of all WORK Phase V). • 100% upon final completion and approval of WORK elements A and B of Phase VI. The CONSULTANT shall submit an original invoice to the City's project representative for each payment certifying the percentage of the WORK completed by the CONSULTANT. The amount of the invoices submitted shall be the amount due for all WORK performed to date, as certified by the CONSULTANT. The request for payment shall include the following information: • Project Name and CONSULTANT's Name. • Total Contract amount (CONSULTANT's lump sum negotiated), if applicable. • Percent of work completed. • Amount earned. • Amount previously billed. • Due this invoice. • Balance remaining. • Summary of work done this billing period. • Invoice number and date. • CONSULTANT's W -9 Upon request by the CITY the CONSULTANT shall provide the CITY with certified payroll data for the WORK reflecting salaries and hourly rates. 6.0 Right of Decisions All services shall be performed by the CONSULTANT to the satisfaction of the CITY's representative, who shall decide all questions, difficulties and disputes of whatever nature which may arise under or by reason of this AGREEMENT, the prosecution and fulfillment of the services, and the character, quality, amount and value and the representative's decisions upon all claims, questions, and disputes shall be final, conclusive and binding upon the parties unless such determination is clearly arbitrary or unreasonable. In the event that the CONSULTANT does not concur in the judgment of the representative as to any decisions made by him, he shall present his written objections to the City Manager and shall abide by the decision of the City Manager. Nothing in this section shall mean to deny the right to arbitrate, by either party, in accordance with the appropriate Arbitration Rules of the American Arbitration Association. Page 1 1 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, 6 M 6- 18 -13) 7.0 Ownership of Documents All reports and reproducible plans, and other data developed by the CONSULTANT for the purpose of this AGREEMENT shall become the property of the CITY without restriction or limitation in connection with the owner's use and occupancy of the project. Reuse of these documents without written AGREEMENT from the CONSULTANT shall be the CITY'S sole risk and without liability and legal exposure to the CONSULTANT. When each individual section of the WORK under this AGREEMENT is complete all of the above applicable data shall be delivered to the CITY. 8.0 Court Appearances. Conferences and Hearings Nothing in this contract shall obligate the CONSULTANT to prepare for or appear in litigation on behalf of the CITY without additional compensation except for any dispute arising out of this contract unless the CONSULTANT or its employee is subpoenaed to testify as a fact witness. The amount of such compensation for expert preparation and testimony or consultation shall be mutually agreed upon and be subject to a supplemental AGREEMENT approved by the City Commissioners and upon receipt of written authorization from the CITY prior to performance of a court appearance and conference. The CONSULTANT shall confer with the CITY at any time during construction of the improvement contemplated as to interpretation of plans, correction of errors and omissions and preparation of any necessary plan thereof to correct such errors and omissions or clarify without added compensation. 9.0 Notices Any notices, reports or other written communications from the CONSULTANT to the CITY shall be considered delivered when received by the CITY. Any notices, reports or other communications from the CITY to the CONSULTANT shall be considered delivered when received by the CONSULTANT or its authorized representative. 10.0 Audit Rights The CITY reserves the right to audit the records of the CONSULTANT related to this AGREEMENT at any time during the execution of the WORK and for a period of one year after final payment is made. This provision is applicable only to projects that are on a time and cost basis. 11.0 Subletting The CONSULTANT shall not sublet, assign, or transfer any WORK under this AGREEMENT without the prior written consent of the CITY. 12.0 Warranty 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 contract and that he has not paid or agreed to pay any company or person other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage fee, gifts or any other considerations contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the CITY shall have the right to annul this contract without liability. Page 12 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 13.0 Termination. of AGREEMENT It is expressly understood and agreed that the CITY may terminate this AGREEEMENT without penalty by declining to issue Notice to Proceed authorizing WORK, in which event the CITY'S sole obligation to the CONSULTANT shall be payment for the WORK previously authorized and performed in accordance with the provisions of this AGREEMENT, such payment to be determined on the basis of the WORK performed by the CONSULTANT up to the time of termination. Upon termination, the CITY shall be entitled to a refund of any monies paid for any period of time subsequent to date of termination for which no work was performed. 14.0 Duration of AGREEMENT This AGREEMENT is for a time period of three (3) years, commencing upon approval and execution of AGREEMENT. This AGREEMENT .shall remain in force until the actual completion of performance of a given project awarded to the CONSULTANT,. or unless otherwise terminated by the CITY. 15.0 Renewal Option This AGREEMENT may be, renewed, at the sole discretion of the CITY, for an additional period not to exceed a total contract period, including renewals, of one (1) year. 16.0 Default In the event either party fails to comply with the provisions of this AGREEMENT, the aggrieved party may declare the other party in default and notify him in writing. In such event, the CONSULTANT will only be compensated for any completed professional services. In the event partial payment has been made for such professional services not completed, the CONSULTANT shall return such sums to the CITY within ten (10). days after notice that said sums are due. In the event.of any litigation between the parties arising out of or relating in any way to this AGREEMENT or a breach thereof, each party shall bear its own costs and legal fees. 17.0 Insurance and Indemnification The CONSULTANT shall maintain during the term of this AGREEMENT the insurance as set forth in "Attachment A, Insurance and Indemnification" to this AGREEMENT. Page 13 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 18.0 AGREEMENT Not Exclusive r Nothing in this AGREEMENT shall prevent the CITY from employing other CONSULTANTS to perform the same or similar services. 19.0 Codes. Ordinances and Laws The CONSULTANT agrees to abide and be governed by all duly promulgated and published municipal, County, state and federal codes, ordinances, rules, regulations and laws in effect at the time of design which have a direct bearing on the WORK involved on this project. The CONSULTANT is required to complete and sign all affidavits, including Public Entity Crimes Affidavit form (attached) pursuant to FS 287.133(3) (a), as required by the Request for Qualifications applicable to this AGREEMENT. 20.0 Taxes CONSULTANT. shall be responsible for all payments of federal, state; and /or local taxes related to the Operations, inclusive of sales tax if applicable. 21.0 Drug Free Workplace CONSULTANT shall comply with the Drug Free Workplace policy set forth in attachment # two which is made a part of this AGREEMENT by reference. 22.0 Independent Contractor CONSULTANT is an independent entity under this AGREEMENT and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the parties. 23.0 Duties and Respgnsibilities CONSULTANT agrees to provide its services during the term of this AGREEMENT in accordance with all applicable laws, rules, regulations, and health and safety standards of the federal, state, and City, which may be applicable to the service being provided. 24.0 Licenses and Certifications CONSULTANT shall secure all necessary business and professional licenses at its sole expense prior to executing the AGREEMENT. 25.0 Entirety of AGREEMENT This writing embodies the entire AGREEMENT and understanding between the parties hereto, and there are no other AGREEMENTS and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of this AGREEMENT shall be valid .unless made in Page 14 of 3 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) writing and signed by both parties hereto, and approved by the City Commissioner if required by municipal ordinance or charter. 26.0 u Trial CITY and CONSULTANT knowingly, irrevocably voluntarily and intentionally waive any right either may have to a trial by jury in State or Federal Court proceedings in respect to any action, proceeding, lawsuit or counterclaim arising out of the Contract Documents or the performance of the Work thereunder. 27.0 Validity of Executed Copies This AGREEMENT may be executed in several counterparts, each of which may be construed as an original. 28.0 Rules of Interpretation Throughout this AGREEMENT the male pronoun may be substituted for female and neuter and the singular words substituted for plural and plural words substituted for singular wherever applicable. 29.0 Severability If any term or provision of this AGREEMENT or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this AGREEMENT, or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this AGREEMENT shall be valid and enforceable to the fullest extent permitted by law. 30.0 Non- Waiver CITY and CONSULTANT agree that no failure to exercise and no delay in exercising any right, power or privilege under this AGREEMENT on the part of either party shall operate as a waiver of any right, power, or privilege under this AGREEMENT. No waiver of this AGREEMENT, in whole or part, including the provisions of this paragraph, may be implied by any act or omission and will only be valid and enforceable if in writing and duly executed by each of the parties to this AGREEMENT. Any waiver of any term, condition or provision of this AGREEMENT will not constitute a waiver of any other term, condition or provision hereof, nor will a waiver of any breach of any term, condition or provision constitute a waiver of any subsequent or succeeding breach. 31.0 No Discrimination No action shall be taken by the CONSULTANT which would discriminate against any person on the basis of race, creed, color, national origin, religion, sex, familial status, ethnicity, sexual orientation or disability. The CONSULTANT shall comply with the Americans with Disabilities Act 32.0 .Equal Employment In accordance with Federal, State and Local law, the CONSULTANT shall not discriminate against any employee or applicant for employment because of race, color, ethnicity, religion, sex, sexual orientation, national origin or handicap. The CONSULTANT shall comply with all aspects of the Americans with Disabilities Act (ADA) during the performance of this contract. Page 15 of 31 Professional Service AGREEMENT Tpepe©12 -31- 12 (Revised SK 4 -3 -13, GM 6- 18 -13) 33.0 Governing Laws This AGREEMENT and the performance of services hereunder will be governed by the laws of the State of Florida, with exclusive venue for the resolution of any dispute being a court of competent jurisdiction in Miami -Dade County, Florida. 34.0 Effective Date This AGREEMENT shall not become effective and binding until it has been executed by both parties hereto and the effective date shall be the date of its execution by the last party so executing it. 35.0 Third Party Beneficiary It is specifically understood and agreed that no other person or entity shall be a third party beneficiary hereunder, and that none of provisions of this AGREEMENT shall be for the benefit of or be enforceable by anyone other than the parties hereto, and that only the parties hereto shall have any rights hereunder. 36.0 FurtherAssurances The parties hereto agree to execute any and all other and further documents as might be reasonably necessary in order to ratify, confirm, and effectuate the intent and purposes of the AGREEMENT. 37.0 Time of Essence Time is of the essence of this AGREEMENT. 38.0 Interpretation This AGREEMENT shall not be construed more strongly against either party hereto, regardless of who was more responsible for its preparation. 39.0 Force Majeure Neither party hereto shall be in default of its _failure to perform its obligations _under this AGREEMENT if caused by acts of God, civil commotion, strikes, labor disputes, or governmental demands or requirements that could not be reasonably anticipated and the effects avoided or mitigated. Each party shall notify the other of any such occurrence. 40.0 Notices Whenever notice shall be required or permitted herein, it shall be delivered by hand delivery, e-mail, facsimile transmission or certified mail, with return receipt requested and shall be deemed delivered on the date shown on the delivery confirmation or if by certified mail, the date on the return receipt or the date shown as the date same was refused or unclaimed. Notices shall be delivered to the following individuals or entities at the addresses (including e-mail) or facsimile transmission numbers set forth below: To CITY: City Manager, 4 f ei tfJ �-�,e A-NPL_°- 6130 Sunset Dr. South Miami, FL 33143 Fax: 3 p - 34-t °®s-,s 4 Page 16 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) E -mail: ����X�r� ©�'�� S® m(�-mi t-�1.,e' V With copies by U.S. mail to: City Attorney, Thomas Pepe, Esquire 6130 Sunset Dr. South Miami, FL 33143 Fax: (305) 341 -0584 E -mail: tpepe @southmiamifl.gov To CONSULTANT: 56,e 'acubtA IN WITNESS WHEREOF, this AGREEMENT is accepted on the date first above written subject to the terms and conditions set forth herein. WITNES CONTRACTOR Signature:�� Name: $E.�- t,� A`.F +,• JAn�S �.. SPe�i`S Title: ti LE L. AUTHENTICATION: OWNER: CITY OF SOUT - AMI Signature: Execution i�AW'i�c.i,N �rJgiro��IZa�tt, ��• ®Lv`�d� -i�� -Toe ?_t 4e t r44.5 e-tJ xvem -*E -D CPA-04- �7- Cr 331-1 2— ? . C-2>0S) "- Z S"1'5 F = ovs' -vn - -I's 4 0 OA Page 17 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Attachment A Insurance and Indemnification Page 18 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Insurance and Indemnification I. Insurance and Indemnification Without limiting its liability, the proposing firm shall be required to procure and maintain at its own expense during the life of the Contract, insurance of the types and in the minimum amounts stated below as will protect the proposing firm, from claims which may arise out of or result from the proposing firm's execution of a contract with the City of South Miami for Performance Based Audits, whether such execution by the firm or by any sub - consultant, or by anyone directly or indirectly employed by any of them or by anyone for whose acts any of them may be liable. The CONSULTANT shall not commence work on this AGREEMENT until he has obtained all insurance required by the CITY. The CONSULTANT shall indemnify and save the CITY harmless from any and all damages, claims, liability, losses and causes of actions of any kind or nature arising out of a negligent error, omission, or act of the CONSULTANT, its agents, representatives, employees, Sub - Contractor, or assigns, incident to arising out of or resulting from the performance of the CONSULTANT'S professional services under this AGREEMENT. The CONSULTANT shall pay all claims and losses of any kind or nature whatsoever, in connection therewith, including the CITY's attorney's fees and expenses in the defense of any action in law or equity brought against the CITY arising from the negligent error, omission, or act of the CONSULTANT, its agents, representatives, employees, Sub - Contractor, or assigns, incident to, arising out of or resulting from the performance of the CONSULTANT'S professional services under this AGREEMENT. The CONSULTANT agrees and recognizes that the CITY shall not be held liable or responsible for any claims, including the costs and expenses of defending such claims which may result from or arise out of actions or omissions of the CONSULTANT, its agents, representatives, employees, Sub - Contractors, sub - contractors, or assigns. In reviewing, approving or rejecting any submissions or acts of the CONSULTANT, the CITY in no way assumes or shares responsibility or liability of the CONSULTANTS, Sub - Contractors, their agents or assigns. The CONSULTANT shall maintain during the term of this AGREEMENT the following insurance: A. Professional Liability Insurance on a Florida approved form in the amount of $1,000,000 with deductible per claim if any, not to exceed 5% of the limit of liability providing for all sums which the CONSULTANT shall become legally obligated to pay as damages for claims arising out of the services or work performed by the CONSULTANT its agents, representatives, Sub - Contractors or assigns, or by any person employed or retained by him in connection with this AGREEMENT. This insurance shall be maintained for four years Insurance and Indemnification July 25, 2012 after completion of the construction and acceptance of any Project covered by this AGREEMENT. However, the CONSULTANT may purchase Specific Project Professional Liability Insurance, in the amount and under the terms specified above, which is also acceptable. B. Comprehensive general liability insurance with broad form endorsement, on a Florida approved form including automobile liability, completed operations and products liability, contractual liability, severability of interest with cross liability provision, and personal injury and property damage liability with limits of $1,000,000 combined single limit per occurrence and $2,000,000 aggregate, including: a. Personal Injury: $1,000,000; b. Medical Insurance $25,000 per person; Page 19 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) c. Property Damage: $500,000 each occurrence; d. Automobile Liability: $1,000,000 each accident/occurrence. C. Umbrella Commercial General Liability insurance on a Florida approved form with the same coverage as the primary insurance policy but in the amount of $1,000,000 per claim. The CITY must be named as additional "named" insured for all except Workers' Compensation, and reflect the indemnification and hold harmless provision contained herein. Policy must specify whether it is primary or excess /umbrella coverage. The CITY must receive 10 days advance written notice of any policy modification and 30 days advance written notice of cancellation, including cancellation for non - payment of premiums. All insurance must remain in full force and effect for the duration of the contract period with the CITY. The CONSULTANT must provide not only a "certified copy" of the Binder but also the Policy itself with the name, address and phone number of the agent and agency procuring the insurance. D. Workman's Compensation Insurance in compliance with Chapter 440, Florida Statutes, as presently written or hereafter amended. E. The policies shall contain waiver of subrogation against the CITY where applicable, shall expressly provide that such policy or policies are primary over any other collective insurance that the CITY may have. The CITY reserves the right at any time to request a copy of the required policies for review. All policies shall contain a "severability of interest" or "cross liability" clause without obligation for premium payment of the CITY. F. All of the above insurance required to be provided by the CONSULTANT is to be placed with BEST rated A -8 (A -VIII) or better insurance companies, qualified to do business under the laws of the State of Florida on approved Florida forms. The CONSULTANT shall furnish certified copies of all "Binders" or certificates of insurance to the CITY prior to the commencement of operations, which "Binders" or certificates shall clearly indicate that the CONSULTANT has obtained insurance in the type, amount, and classification as required for strict compliance with this Section and that no reduction in limits by endorsement during the policy term, or cancellation of this insurance shall be effective without thirty (30) days prior written- notice to the CITY. Compliance with the foregoing requirements shall not relieve the CONSULTANT of his liability and obligations under this Section or under any other portion of this AGREEMENT. CONSULTANT agrees to supply copies of certificates of insurance to the CITY verifying the above - mentioned insurance coverage. CONSULTANT agrees to list the CITY as an Additional Insured of the CONSULTANT's General liability insurance and shall provide the CITY quarterly reports concerning any and all claims. Page 20 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Exhibit 2 "Affidavits and Forms" (Respondents must complete and submit with their proposal.) Page 21 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, G M 6- 18 -13) EXHIBIT 2 AFFIDAVITS AND FORMS SUBMISSION REQUIREMENTS Respondent's Sworn Statement under Section 287.1 33(3)(A), Florida Statutes, on Attachment #1 "Public Entity Crimes and Conflicts of Interest Affidavit," shall be completed and provided with the proposal submittal. Neither the CONSULTANT, nor any of his /her /its employees shall be permitted to represent any client before the Commission or any Committee, department or agency of the CITY, and shall agree not to undertake any other private representation which might create a conflict of interest with the CITY. The CONSULTANT may not represent any Commission member, individually, or, any member of their family or any business in which the Commission member of their family has an interest. 3. All proposals received will be considered public records. The CITY will consider all quotations using such criteria as the Commission or City Manager may adopt at either of their sole discretion. The CONSULTANT selected will be required to enter into a formal AGREEMENT with the CITY in a form satisfactory to the CITY, prior to the execution of which the CITY shall reserve all rights, including the right to change its selection. 4. Respondent's Attachment #2 "Drug Free Workplace" form shall be completed and provided with the proposal submittal 5. Respondent's Attachment #3 "No Conflict of Interest Non Collusion Affidavit," shall be completed and provided with the proposal submittal. 6. Respondent's Attachment #4 "Acknowledgement and Conformance with OSHA Standards," shall be completed and provided with the proposal submittal. 7. Respondent's Attachment #5 "Related Party Transaction Verification Form" shall be completed and provided with the proposal submittal. Page 22 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #1 PUBLIC ENTITY CRIMES AND CONFLICTS OF INTEREST Pursuant to the provisions of Paragraph (2) (a) of Section 287.133, Florida State Statutes - "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a Bid on a Contract to provide any goods or services to a public entity, may not submit a Bid on a Contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded to perform work as a Contractor, supplier, Subcontractor, or Consultant under a Contract with any public entity, and may not transact business with any public entity in excess of the threshold amount Category Two of Section 287.017, Florida Statutes, for thirty six (36) months from the date of being placed on the convicted vendor list ". The award of any contract hereunder is subject to the provisions of Chapter 1 12, Florida State Statutes. The CONSULTANT must disclose the name of any officer, director, partner, associate or agent who is also an officer or employee of the City of South Miami or its agencies. SWORN STATEMENT PURSUANT TO SECTION 287.133 (3)(a), FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. I . This sworn statement is submitted to �1'T ,v" IA A p' A t A . ` print name of the public entity] by CS %o H`.rrm f s ® — V �ttO��bT [print individual's name and title] for mh2cAfl I%c. [print name of entity submitting sworn whose business address is zl Q I &IW 411 "0 3&LN&- . FL- 331`12, and (if applicable) its Federal Employer Identification Number (FEIN) is Co S'®Z'ia<an 1 (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement: Gs- O VI -. i® ®1 ) 2. 1 understand that a "public entity crime" as defined in Paragraph 287.133 (1 )(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, including, but not limited to , any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3. 1 understand that "convicted" or "conviction" as defined in Paragraph 287.133 (1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by Page 23 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) indictment or information after July I, 1989, as a result of a jury verdict, non -jury trial, or entry of a plea of guilty or nolo contender. 4. 1 understand that an "affiliate" as defined in Paragraph 287.133 (1 )(a), Florida Statutes, means: (a) A predecessor or successor of a person convicted of a public entity crime; or (b) An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in any person, or a pooling of equipment or income among persons when not for fair market value under an arm's length AGREEMENT, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. 1 understand that a "person" as defined in Paragraph 287.133 (1 )(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services led by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members,.and agents who are active in management of an entity. 6. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. [Indicate which statement applies.] %/ Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July I, 1989. _ The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or- agents -who are- active -in -the - -- management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July I, 1989. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent of July I, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. [Attach a copy of the final order.] I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY INDENTIFIED IN PARAGRAPH I (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY, AND THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. 1 ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE Page 24 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES, FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. -;Z;� 04 C-V%118�0 (signature Sworn to and subscribed before me this 214% day of, 20 Personally known or ✓ Produced identification Notary Public - State of (Type of identification) My commission expires 2-11,1201-1 1.� ELt7A M GUZMM rmrcorissoNrEEB=tt ( Printed, t yp ed or stamped commissioned name of notary p ublic ) EXPIRES: February 17, 2017 i Bo M fluu Notary Public Undetw bm "Rf,�i�•• Page 25 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #2 "DRUG FREE WORKPLACE" Whenever two or more Bids which are equal with respect to price, quality and service are received by the State or by any political subdivisions for the procurement of commodities or contractual services, a Bid received from a business that certifies that it has implemented a drug -free workplace program shall be given preference in the award process. Established procedures for processing tie Bids will be followed if none of the tied vendors have a drug -free workplace program. In order to have a drug -free workplace program, a business shall: 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such Prohibition.. 2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under Bid a copy of the statement specified in Subsection (1). 4. In the statement specified in Subsection (1), notify the employees, that, as a condition of working on the commodities or contractual services that are under Bid, the employee will abide by the terms of the statement and will. notify the employer of any conviction of, or plea of guilty or nolo contender to, any violation of Chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program, if such is available in the employee's community, by any employee who is so convicted. 6. - Make a good faith effort to continue to maintain a drug -free workplace_ through_ implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. Signature: Print Name: EiZy`. A`- �tv�tS Date: Page 26 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #3 "NO CONFLICT OF INTEREST /NON COLLUSION AFFIDAVIT" Submitted this M_day of , The undersigned, as CONSULTANT, declares that the only persons interested in this AGREEMENT are named herein; that no other person has any interest in this AGREEMENT; That this response is made without connection or arrangement with any other person; and that this response is in every respect fair and made in good faith, without collusion or fraud. The CONSULTANT agrees if this response /submission is accepted, to execute an appropriate CITY document for the purpose of establishing a formal contractual relationship between the CONSULTANT and the CITY, for the performance of all requirements to which the response /submission pertains. The full -names and residences of persons and firms interested in the foregoing bid /proposal, as principals, are as follows: amt- . io- The CONSULTANT further certifies that this response /submission complies with section 4(c) of the Charter of the City of South Miami, Florida. That, to the best of its knowledge and belief, no commissioner, Mayor or other officer or employee of the CITY has an interest directly or indirectly in the profits or emoluments of the Contract, job, work or service to which the response /submission pertains. Signature: Printed Name: yz 1 4sFaR S. b , e- Title: U t c—E Telephone: ­>b — W AT I S1 Company Name: Ip�` NOTARY PUBLIC: STATE OF COUNTY OF DaG�Q�. Page 27 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) The foregoing instrument was acknowledged before me this 'T7 day of —:28 by (name of person whose signature is being notarized) who is Personally known or Personal identification \(1 ce- 01-c "s IGt-0 Type of Identification Produced SEAL V Did take an oath, or Did Not take an oath. (Name of Notary Public: Print, Stamp or type as commissioned.) F EUZABEni GL M N COMMISSION # EE 875311 IRES: February 17, 2017 arnmrrotanaunricWdaem Page 28 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #4 "ACKNOWLEDGEMENT AND CONFORMANCE WITH OSHA STANDARDS" TO THE CITY OF SOUTH MIAMI We, (r1 &ASj,4e'9itesci �,'(Name of Contractor), hereby acknowledge and agree that as CONSULTANT, as specified have the sole responsibility for compliance with all the requirements of the Federal Occupational Safety and Health Act of 1970, and all State and local safety and health regulations, and agree to indemnify and hold harmless the City of South Miami against any and all liability, claims, damages, losses and expenses they may incur due to the failure of (subcontractor's names): to comply with such act or regulation. CONTRACTOR Witness We V t t.£ t C #4-°C Title Page 29 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #5 "RELATED PARTY TRANSACTION VERIFICATION FORM" e 4m A ��� 1 r• , individually and on behalf of a.t-o4 & wd ( "Firm ") [Name of Representative] . [CompanylVendorlEntity] have read the City of South Miami (CITY)'s Code of Ethics, Section 8A- I of the CITY's Code of Ordinances and I hereby certify, under penalty of perjury that to the best of my knowledge, information and belief: I. Neither I nor the Firm have any conflict of interest (as defined in section 8A -1) with regard to the contract or business that I, and /or the Firm, am (are) about to perform for, or to transact with, the CITY, and 2. Neither I nor any employees, officers, directors of the Firm, nor anyone who has a financial interest greater than 5% in the Firm, has any relative(s), as defined in section 8A -I, who is an employee of the CITY or who is(are) an appointed or elected official of the CITY, or who is(are) a member of any public body created by the City Commission, i.e., a board or committee of the CITY, and Neither I nor the Firm, nor anyone who has a financial interest greater than 5% in the Firm, nor any member of those persons' immediate family (i.e., spouse, parents, children, brothers and sisters) has transacted or entered into any contract(s) with the CITY or has a financial interest, direct or indirect, in any business being transacted with the CITY, or with any person or agency acting for the CITY, other than as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be Signed under oath). 4. No elected and /or appointed official or employee of the City of Miami, or any of.their immediate family members (Le., spouse, parents, children, brothers and sisters) has a financially interest, directly or indirectly, in the contract between you and /or your Firm and the CITY other than the following individuals whose interest is set forth following their names: (use a separate sheet to supply additional information that will not fit -on- this -line -but- make reference to the additional sheet which must be signed under oath). The names of all CITY employees and that of all elected and /or appointed CITY officials or board members, who own, directly or indirectly, an interest of five percent (5%) or more of the total assets of capital stock in the firm are as follows: (use a, separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed. under oath). 5. 1 and the Firm further agree not to use or attempt to use any knowledge, property or resource which may come to us through our position of trust, or through our performance of our duties under the terms of the contract with the CITY, to secure a special privilege, benefit, or exemption for ourselves, or others. We agree that we may not disclose or use information, not available to members of the general public, for our personal gain or benefit or for the personal gain or benefit of any other person or business entity, outside of the normal gain or benefit anticipated through the performance of the contract. Page 30 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 6. 1 and the Firm hereby acknowledge that we have not contracted or transacted any business with the CITY or any person or agency acting for the CITY, and that we have not appeared in representation of any third party before any board, commission or agency of the CITY within the past two years other than as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). Neither 1 nor any employees, officers, or directors of the Firm, nor any of their immediate family (i.e., as a spouse, son, daughter, parent, brother or Sister) is related by blood or marriage to: (i) any member of the City Commission; (ii) any CITY employee; or (iii) any member of any board or agency of the CITY other than as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). 7. No other Firm, nor any officers or directors of that Other Firm or anyone who has a financial interest greater than 5% in that Other Firm, nor any member of those persons' immediate family (i.e., spouse, parents, children, brothers and sisters) nor any of my immediate family members (hereinafter referred to as "Related Parties ") has responded to a solicitation by the CITY in which I or the Firm that I represent or anyone who has a financial interest greater than 5% in the Firm, or any member of those persons' immediate family (Le. spouse, parents, children, brothers and sisters) have also responded, other than the following: , (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). 8. 1 and the Firm agree that we are obligated to supplement this Verification Form and inform the CITY of any change in circumstances that would change our answers to this document. Specifically, after the opening of any responses to a solicitation, I and the Firm have an obligation to supplement this Verification Form with the name of all Related Parties who have also responded to the same solicitation and to disclose the relationship of those parties to me and the Firm. 9. A violation of the CITY's Ethics Code, the giving of any false information or the failure to supplement this Verification Form, may subject me or the Firm to immediate termination of any AGREEMENT with the CITY, and the imposition of the maximum fine and /or any penalties allowed by law. Additionally, violations may be considered by and subject to action by the Miami -Dade County Commission on Ethics. Under penalty of perjury, I declare that I have made a diligent effort to investigate the matters to which 1 am attesting hereinabove and that the statements made hereinabove are true and correct to the best of my knowledge, information and belief., Signature: Print Name & Title: 56.1-!54a ALAasb s Qtc c_,c, Date: ATTACHED: Sec. 8A -I - Conflict of interest and code of ethics ordinance. Page 31 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) MARLIN ENGINEERING, INC. City of South Miami RFQ: TRAFFIC & TRANSPORTATION ENGINEERING CONSULTANT DATE PREPARED: June 27, 2013 EMPLOYEE CATEGORY & CERTIFIED WAGE RATES PROFESSIONAL CATEGORY 2013 PROPOSED CONTRACT HOURLY RATE ($) BURDENED Principal $165.00 Project Manager $145.00 Senior Engineer $135.00 Engineer $125.00 Engineering Intern $110.00 Senior Planner $125.00 Planner $110.00 GIS Specialist $80.00 Engineering Technician $80.00 Senior Draftsman /Technical /CADD Operator $110.00 Draftsman $80.00 Construction Manager $135.00 Construction Engineering Inspector $100.00 Senior Surveyor $150.00 Survey Technician $80.00 CADD Operator $90.00 Survey Crew: 3- Person $975.94 Survey Crew: 4- Person $1200.96 Utility Locator $60.00 Utility Technician $55.00 SUE: 2- Person $890.00 SUE: 3- Person $950.00 Data Processing /Clerical $50.00 I CERTIFY THAT THE ABOVE RATES ARE THOSE THAT WILL BE CHARGED UNDER THIS CONTRACT. SUBMITTED BY MARLIN ENGINEERING, INC. SERGIO ALFONSO, P.E. VICE PRESIDENT PROFESSIONAL SERVICE AGREEMENT General T WF1G +.TWin feAervi ervices THIS AGREEMENT made and entered into this 28th day of June 20 13 by and between the CITY OF SOUTH MIAMI, a political subdivision of the State of Florida and _ The Corradino Group, Inc. authorized to do business in the State of Florida, hereinafter referred to as the "CONSULTANT ". In consideration of the premises and the mutual covenants contained in this AGREEMENT, the CITY OF SOUTH MIAMI, through its City Manager, agrees to employ the CONSULTANT for a period ending on A09 4 1 2.4j G and the CONSULTANT agrees to be available, continuing basis, to perform professional services in connection with project(s) where the basic estimated construction costs of each individual project does not exceed $2,000,000.00 or where the individual study does not exceed $200,000.00, herein after called the "SERVICES ". 1.0 General Provisions 1.1 The CONSULTANT may be awarded work and issued a Notice to Proceed to provide professional services for a project, for a portion of a project, or for discrete tasks on a project. Additional Professional Services, for the purpose of reviewing work performed by other professional consultants or for other miscellaneous engineering services that may be required. 1.2 A Notice to Proceed will be issued on an as needed basis at the sole discretion of the City Manager, or his designee, hereinafter referred to as "CITY ". The City of South Miami reserves, at all times, the right to perform any and all engineering work in -house or with other engineers. This AGREEMENT does not confer on the CONSULTANT any exclusive rights to perform work on behalf of the City of South Miami, nor does it obligate the City of South Miami in any manner to guarantee work for the CONSULTANT. The CONSULTANT may submit proposals for any professional services for which proposals may be publicly solicited by the City of South Miami outside of this AGREEMENT. 1.3 The CITY will confer with the CONSULTANT before any Notice to Proceed is issued to discuss the scope of the work; the time needed to complete the WORK and the fee for the services to be rendered in connection with the WORK. 1.4 The CONSULTANT will submit a proposal upon the CITY'S request prior to the issuance of a Notice to Proceed. No payment will be made for the CONSULTANT'S time and services in connection with the preparation of any proposal. 1.5 The CITY agrees that it will furnish to the CONSULTANT plans and other data available in the CITY files pertaining to the WORK to be performed under this AGREEMENT promptly after each Notice to Proceed. 1.6 The CONSULTANT agrees to produce and distribute minutes, promptly after each meeting at which the CONSULTANT'S presence is required. Page I of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 1.7 The CITY may designate a representative who, on behalf of the City Manager shall examine the documents submitted by the CONSULTANT and shall render decisions promptly, to avoid unreasonable delay in the progress of the CONSULTANT'S services. The CONSULTANT shall keep the CITY'S representative advised on the project status at all times. 1.8 The CITY agrees to issue all directives and approval in writing. 2.0 Professional Services 2.1 General Services The professional services to be provided by the consultant may be one or more of the following, and include but not limited to: A. Roadway Engineering to include streets, sidewalk, curb, gutter, drainage, associated traffic control devices, stripping, lighting, irrigation, speed reduction devices and residential landscaping. B. Drainage Design includes the necessary analysis needed to implement proposed drainage improvements, preparation of paving and drainage plan for municipal building and facilities. C. Civil Engineering, to include Distribution Systems Improvement / Analysis and design and Sanitary Sewer System Evaluation and design. D. Environmental Engineering, including, site investigation and design needed to prepare remediation plans to mitigate underground storage tanks, hazardous waste materials and asbestos materials. E. Traffic Engineering Services will include daily volume counts, data analysis, preparation of conceptual improvements plan, present reports and recommendations to stakeholders and preparation of final traffic engineering report. F. Architectural Services to provide drawings and specifications for new constructions as - well as additions and renovations; attend meetings with City staff and presentations to City -- - Commission; provide plans developed on AutoCAD latest version and copies of reproducible hard copy and diskette of plans in the requested format. G. Landscape Architecture including providing drawings and specifications for landscape projects; site master planning, analysis and design, urban design plans/concept diagrams, open space planning, analysis and design; community planning, analysis and design; natural resource planning analysis and design; Parks design; renderings/modeling; provide plans developed on AutoCAD latest version and copies of reproducible hard copy and diskette of plans in the requested format. H. Registered Surveying and Mapping Other incidental services associated to the above items. Page 2 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 2.2 Design & Construction - Basic Services The Basic Services, for design and construction, consist of six (6) phases described in Paragraph 2.2.1 through 2.2.6. The scope outlined below is applicable in its entirety to projects for which completed Basic Services are authorized. Upon authorization to proceed from the CITY, the CONSULTANT agrees to provide complete professional services for any portion or all of the six Phases outlined below applicable to its profession. The CONSULTANT agrees to co- ordinate its effort with that of any other providers of professional services to assure a coordinated and complete WORK. In a multi - professionally consulted project, the lead CONSULTANT, as designated by the CITY, shall prepare the final bid package including bid documents and specifications, which shall be prepared by, and be the responsibility of the respective disciplines. 2.2.1 Phase I- Preliminary and Schematic Design: A. The CONSULTANT shall confer with representatives of the CITY and the end user to determine the full scope of the Project that will meet the program requirements, and shall advise the CITY if, in the CONSULTANT'S opinion, the allocated funds are adequate to accomplish the program requirements, as defined by an individual purchase order for the specific work to be performed. B. The CONSULTANT shall use proper and adequate design control to assure the CITY that the program requirements will be met. C. The CONSULTANT shall prepare a Design Concept and Schematic Report, comprising of the Project Timetable (Master Schedule), Planning Summary (unless advised otherwise), Schematic Design Studies (unless advised otherwise) as defined below, and the Statement of Probable Construction Cost. D. The Proposed Project Timetable shall consist of a schedule showing the proposed completion date on each Phase of the Project through design, bidding, construction, and proposed date of completion. E. The Planning Summary (unless advised otherwise) shall consist of a vicinity plan and blow- up of the Site (if applicable) showing Project orientation, and a brief summary of all pertinent planning criteria used for the Project. F. The Schematic Design Studies (unless advised otherwise) shall consist of all plans, elevations, sections, etc. as required to show the scale and relationship of the parts and the design concept of the whole. A simple perspective sketch, rendering, model or photograph thereof may be provided to further show the design concept. G. The CONSULTANT shall present the Schematic design studies to the appropriate commission, committee, agency or board (hereinafter collectively referred to as "Boards ") for their approval when the project requires such approval. The Consultant shall make copies necessary for presentation to the Board at no additional cost to City. H. The CONSULTANT shall present the schematic design studies to all the appropriate utility companies (such as FPL, Southern Bell, Dynamic Cable, MDWASA, etc.) for any conflict with their utilities. Page 3 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) The Statement of Probable Construction Cost shall include estimated cost of the Project including fixed equipment, professional fees, contingencies (if any), escalation factors adjusted to the estimated bid date, movable estimate (if any), and utility service extensions (if applicable). The CONSULTANT'S opinions of probable Total Project Costs and Construction Cost are to be made on the basis of the CONSULTANT'S experience and qualifications and represent CONSULTANT'S best judgment as an experienced and qualified professional, familiar with the local construction industry and prices. J. The CONSULTANT shall submit and present two (2) copies of all documents required under this Phase, without additional charge, for approval by the CITY and it shall not proceed with the next Phase until directed by the CITY in writing. 2.2.2 Phase II — Study and Design Development: A. From the approved Schematic Design documents, the CONSULTANT shall prepare Design Development Documents, comprising the drawings, outline specifications and other documents to fix and describe the size and character of the entire Project as to construction and finish materials and other items incidental thereto as may be appropriate and applicable. B. The Design Development Documents shall comprise the Proposed Project Timetable (updated), Outline Specifications, Updated Statement of Probable Construction Cost, and Design Development Drawings, etc., as required to clearly delineate the Project. If the Updated Statement of Probable Construction Cost exceeds the allocated funds, feasible cost or scope reduction options shall be included. C. The CONSULTANT shall submit and present two (2) sets of all documents required under this Phase, without additional charge, for approval by the CITY and not proceed with the next Phase until directed by the CI I Y in writing. D. The CONSULTANT shall at all times monitor the Probable Construction Costs to make certain they remain within the total allocated budget. A Notice to Proceed to Phase III will not be issued if the latest statement of Probable Construction Cost exceeds the total allocated funds. 2.2.3 Phase III — Final Design -/ Construction Documents Development: - -- - A From the approved Design Development Documents, the CONSULTANT shall prepare Final Construction Documents setting forth in detail the requirements for the construction of the Project including the Proposal (Bid) Form and other necessary information for bidders, Conditions of the Contract, and Complete Drawings and Specifications. The CONSULTANT shall use Construction Specifications Institute (CSI) Standards and the City of South Miami Standard forms for the preparation of the proposal (bid) forms, Instructions to Bidders, conditions of Contract and Specifications. The CONSULTANT shall review all existing City Specifications, for completeness prior to use and shall supply all needed additional specifications. The final draft of the construction documents shall meet the requirements of and be approved by the City Attorney. B. The Construction Documents shall be prepared in a manner that will assure clarity of line work, notes, and dimensions when the documents are reduced to 50% of their size. All drawings shall be on 24" x 36" paper ( "D" size), on the CITY's standard sheet format, unless Page 4 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) approved otherwise. C. All construction documents shall be submitted in both "hard copy" and electronic media in a mutually agreed upon electronic format, but generally as follows: I. Non - drawing submittals in Microsoft Office Word format. 2. Drawings in AutoCAD format. 3. GIS files should be in ArcView format Version 3.2. D. When the development of the drawings has progressed to at least 50% completion in Phase 111, the CONSULTANT shall submit two (2) copies to the CITY for approval, without additional charge, along with updated outline specifications. The CONSULTANT shall also submit at this time an updated Statement of Probable Construction cost as indicated by time factor, changes in requirements, or general market conditions and an updated Project Schedule. E. The CONSULTANT shall not proceed with the further development until approval of the documents is received from the CITY in writing. The CONSULTANT shall make all changes to documents required by the CITY before proceeding further. A set of the revised documents shall be returned to the CITY after incorporating all of the changes, if any. F. A Notice to Proceed for the completion of Phase III will not be issued if the latest Statement of Probable Construction Cost exceeds the total allocated funds, unless the CITY increases the total allocated funds or the CONSULTANT and the CITY agrees on methods of cost reductions sufficient to enable construction within the project budget. G. Upon 100% completion of the Construction Documents, the CONSULTANT shall submit to the CITY a final, updated Statement of Probable Construction Cost along with two (2) copies each of the final draft of all drawings, specifications, reports, programs, etc., without additional charge, for a final review and comments or approvals. H. The CONSULTANT shall make all the necessary presentations to the appropriate CITY Boards which would be normally required of any construction project (such as Environmental Review Board, Historical Preservation Board etc.) for the final approval. The CONSULTANT at no extra cost to the CITY shall make all required changes or additions and resolve all questions resulting from Board review (see paragraph H) if the changes or additions do not alter the scope of the project as determined under paragraph 2.2.1 A. The 100% complete final Construction Documents shall be returned to the CITY for final approval. Upon final approval by the CITY, the CONSULTANT shall furnish to the CITY drawings and specifications, without additional charge to the CITY for bidding purposes, unless instructed otherwise. J. The CONSULTANT shall arrange for "dry runs" and /or make final submissions to appropriate authorities (regulatory agencies to include and not limited to City, County, State or Federal) as necessary, to ascertain that the Construction Documents meet the necessary requirements to obtain all the necessary permits for construction. The CONSULTANT shall respond to all technical questions from regulatory agencies. The CONSULTANT shall modify, at no additional cost to CITY, in order to acquire the necessary permits. Page 5 of 32 Professional Service AGREEMENT Tpepe@ 12 -31 -12 (Revised SK 4 -3 -13, GM 6-18-13) 2.2.4 Phase IV - Bidding and Negotiation Phase: A. Upon obtaining all necessary approvals of the Construction Documents, and approval by the CITY of the latest Statement of Probable Construction Cost, the CONSULTANT shall furnish the drawings and specifications as indicated above for bidding, and assist the CITY in obtaining bids as well as awarding and preparing construction contracts. The CONSULTANT shall attend all pre -bid conferences. The CONSULTANT shall be present during the bid opening and as part of its assistance to the CITY will tally, evaluate and issue a recommendation to the CITY after verifying bond, insurance documents, questionnaire and reference submitted by the constructor. B. The CONSULTANT shall issue Addenda to the Construction Documents through the CITY as appropriate to clarify, correct or change Bid Documents., C. If Pre - Qualification of bidders is required as set forth in the Request for Qualification, the CONSULTANT shall assist City in developing qualification criteria, review qualifications of prospective bidders, and recommend acceptance or rejection of the prospective bidders. D. If the lowest responsible Base Bid received exceeds the Total Allocated Funds the CITY may: I. Approve the increase in Project Cost and award a construction contract or, 2. reject all bids and rebid the Project within a reasonable time with no change in the Project, or 3. Direct the CONSULTANT to revise the Project scope or quality, or both, as approved by the CITY and rebid the Project, or 4. Suspend or abandon the Project, or 5. Exercise all options under the City Charter and State Law. NOTE: Under item (2) and (3) above, the CONSULTANT shall, without additional compensation, assist the CITY in obtaining re -bids, and awarding the re -bid of the project. Under item (3) above, the CONSULTANT shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the Total Allocated Funds when the lowest responsible bid is over 15% of the CONSULTANT estimate. All construction contracts = must be approved by the City Commission after the City awards the contract for commission approval. E. For the purpose of payment to the CONSULTANT, the Bidding Phase will terminate and the services of the CONSULTANT will be considered complete upon signing of an AGREEMENT with a Contractor. Rejection of bids by the CITY does not constitute cancellation of the project. 2.2.5 Phase V — General Administration of the Construction Contract: A. The Construction Phase will begin with the City Commission approval of the award of the Construction Contract and will end when the Contractor's final Payment Certificate is approved and paid by the CITY. B. The CONSULTANT, as the representative of the CITY during the Construction Phase, shall advise and consult with the CITY and shall have authority to act on behalf of the CITY Page 6 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) to the extent provided in the General Conditions and as modified in the Supplementary Conditions of the Construction Contract. C. The CONSULTANT shall attend pre - construction meetings. D. The CONSULTANT shall at all times have access to the project wherever it is in preparation or progress. E. The CONSULTANT shall visit the site at least weekly and at all key construction events to ascertain the progress of the Project and to determine in general if the WORK is proceeding in accordance with the Contract Documents. On the basis of on -site observations, the CONSULTANT will use reasonable and customary care to guard the CITY against defects and deficiencies in the WORK. The CONSULTANT may be required to provide continuous daily on -site observations to check the quality or quantity of the WORK as set forth in this AGREEMENT and defined by the Scope of WORK issued for the individual project. On the basis of the on -site observations, the CONSULTANT will advise the CITY as to the progress of and any observed defects and deficiencies in the WORK immediately in writing. The CONSULTANT shall furnish the CITY with a written report of all observations of the WORK made by him during each visit to the WORK. He shall also note the general status and progress of the WORK, and shall submit same in a timely manner. The CONSULTANT shall ascertain at least monthly that the Contractor is making timely, accurate, and complete notations on record drawings. G. Based on observations at the site and on the Contractors Payment Certificate, the CONSULTANT shall determine the amount due the Contractor on account and he shall recommend approval of the Certificate in such amounts. The recommendation of approval of a Payment Certificate shall constitute a representation by the CONSULTANT to the CITY that, the CONSULTANT certifies to the CITY that the WORK has progressed to the point indicated, and the quality of the WORK is in accordance with the Contract Documents subject to: I. An evaluation of the WORK for conformance with the Contract Documents upon substantial completion. 2. The results of any subsequent tests required by the Contract Documents. 3. Minor deviations from the Contract Documents correctable prior to completion and acceptance of the project. H. The CONSULTANT shall have an affirmative duty to recommend rejection of WORK, which does not conform to the Contract Documents. Whenever, in its reasonable opinion, the CONSULTANT considers it necessary or advisable to insure compliance with the Contract Documents, it will have authority (with the City's prior approval) to recommend special inspections or testing of any WORK deemed not to be in accordance with the Contract Documents whether or not such WORK has been fabricated and delivered to the Project, or installed and completed. The CONSULTANT shall promptly review and approve shop drawings, samples, and other submissions of the Contractor for conformance with the design concept of the Project and for compliance with the Contract Documents. Changes or substitutions to the Contract Documents shall not be authorized without concurrence with the CITY. Page 7 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) The CONSULTANT shall review and recommend action on proposed Change Orders initiated by others, and initiate proposed change orders as required by its own observations or the requirement of the CITY. K. The CONSULTANT shall examine the WORK upon receipt of the Contractor's Certificate of Substantial Completion of the Project. A Punch List of any defects and discrepancies in the WORK required to be corrected by the Contractor shall be prepared by the CONSULTANT in conjunction with representatives of the CITY and satisfactory performance obtained before the CONSULTANT recommends execution of Certificate of Final Acceptance and final payment to the Contractor. He shall obtain from the Contractor all warranties, guarantees, operating and maintenance manuals for equipment, releases of lien and such other documents and certificates as may be required by applicable codes, laws, policy regulations, the specifications and the other Contract Documents and deliver them to the CITY. L. The CONSULTANT shall provide assistance in obtaining Contractor's compliance with the Contract Documents relative to, 1) initial instruction of CITY personnel in the operation and maintenance of any equipment or system, 2) initial start -up and testing, adjusting and balancing of equipment and systems, and, 3) final clean -up of the project. M. The CONSULTANT shall provide the contractor with three sets of drawings labeled "Construction Plans" for permit from Public Works. 2.2.6 Phase VI - Post Construction Administration A. The CONSUL T ANT shall prepare and provide the CITY with a written manual, to be used by the CITY, outlining the implementation plan of all the required maintenance necessary to keep the proposed WORK operational in a safe and effective manner. B. The CONSULTANT shall furnish to the CITY, reproducible record (as- built, drawings updated based on information furnished by the Contractor; such drawings shall become the property of the CITY. C. The CONSULTANT shall assist in the inspection of the WORK one month before the expiration of any guarantee period or the sixth month whichever is earlier and report any defective WORK in the Project under terms of the guaranteetwarranties for correction. The CONSULTANT shall assist the CITY with the administration of guarantee/warranties for correction of defective WORK that may be discovered during the said period. D. The CONSULTANT shall furnish the City with a 3 -ring binder labeled "Close -out Documents" that will include, as a minimum, a copy of: • Certificates of completion • As- Builts (1/2 size) • Test Results • Daily construction inspection reports • Progress meeting minutes • Approved shop drawings Page 8 of 32 Professional Service AGREEMENT Tpepe©l2 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) • Warranty manuals as applicable • Final release of liens • Final payment to contractor 2.3 Additional Professional Services Additional Services as listed below are normally considered to be beyond the scope of the Basic Services for design and construction, as defined in this AGREEMENT, but which are additional services which may be authorized within the Scope of Work given the CONSULTANT. A. Special analysis of the CITY'S needs, and special programming requirements for a project. B. Financial feasibility, life cycle costing or other special studies. C. Planning surveys, site evaluations, or comparative studies of prospective sites. D. Design services relative to future facilities, systems and equipment, which are not intended to be constructed as part of a specific Project. E. Services to investigate existing conditions (excluding utilities) or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by the CITY. F. Professional detailed Estimates of Construction Cost consisting of quantity surveys itemizing all material, equipment and labor required for a Project. G. Consultation concerning replacement of any WORK damaged by fire or other cause during construction, and furnishing professional services of the type set forth in Basic Services as may be required relative to replacement of such WORK, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. H. Professional services made necessary by the default of the Contractor or by major defects in the WORK under the Construction Contract, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. Making major revisions changing the Scope of a project, to drawings and specifications when such revisions are inconsistent with written approvals or instruction previously given by the CITY and are due to causes beyond the control of the CONSULTANT. (Major revisions are defined as those changing the Scope and arrangement of spaces and/or scheme or any portion). The services of one or more full -time Project Representatives. K. Preparing to serve or serving as an expert witness in connection with any arbitration proceeding or legal proceeding in connection with a Project. L. Professional services required after approval by the CITY or the Contractor's Requisition for Final Payment, except as otherwise required under Basic Services. M. Preparing supporting data, drawings, and specifications as may be required for Change Orders Page 9 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) affecting the scope of a Project provided the Changes are due to causes found by the CITY to be beyond the control of the CONSULTANT. 3.0 Time for Completion The services to be rendered by the CONSULTANT for any WORK shall be commenced upon written Notice to Proceed from the CITY subsequent to the execution of this AGREEMENT and shall be completed within the time based on reasonable determination, stated in the said Notice to Proceed. A reasonable extension of time will be granted in the event there is a delay on the part of the CITY in fulfilling its part of the AGREEMENT, change of scope of work or should any other events beyond the control of the CONSULTANT render performance of his duties impossible. 4.0 Basis of Compensation The CONSULTANT agrees to negotiate a "not to exceed" fee or a fixed sum fee for each of the WORK assigned to him based on the Scope of such WORK. Upon AGREEMENT of a fee, the CITY will issue a written authorization to proceed to the CONSULTANT. In case of emergency, the CITY reserves the right to issue oral authorization to the CONSULTANT, with the understanding that written confirmation will follow immediately thereafter as possible. For reproduction of plans and specifications, beyond the requirements as identified under this AGREEMENT the CITY will pay the direct costs. The fees for Professional Services for each Project shall be determined by one of the following methods or a combination thereof, as mutually agreed upon by the CITY and the CONSULTANT. A fixed sum: The fee for a task or a scope of work may be a fixed sum as mutually agreed upon by the CITY and the CONSULTANT: Page 10 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Hourly Rate Fee The CITY agrees to pay, and the CONSULTANT agrees to accept, for the services rendered pursuant to this AGREEMENT, fees in accordance with the following: Categor�r Principal Project Manager Senior Engineer Engineer Construction Manager Construction Inspection Senior Draftsman/Technical /CADD Operator Draftsmen Data Processing / Clerical Hourly rates will include all wages, benefits, overhead and profit. Page I I of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Hourly Rate $192.30 $150 $162.05 $115.51 $126.00 $72.12 $156.46 $108.18 $69.15 5.0 Payment and Partial Payments The CITY will make monthly payments or partial payments to the CONSULTANT for all authorized WORK performed during the previous calendar month. For design and construction projects where fee for each phase is not specified, such payment shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each phase: • 15% upon completion and approval of Phase I. • 35% upon completion and approval of Phase 11. • 55% upon submittal and approval of 50% complete drawings and outline specifications of Phase III. • 75% upon 100% completion and approval of Phases III and IV. • 90% upon completion of the Project and approval of all WORK Phase V). • 100% upon final completion and approval of WORK elements A and B of Phase VI. The CONSULTANT shall submit an original invoice to the City's project representative for each payment certifying the percentage of the WORK completed by the CONSULTANT. The amount of the invoices submitted shall be the amount due for all WORK performed to date, as certified by the CONSULTANT. The request for payment shall include the following information: • Project Name and CONSULTANT's Name. • Total Contract amount (CONSULTANT's lump sum negotiated), if applicable. • Percent of work completed. • Amount earned. • Amount previously billed. • Due this invoice. • Balance remaining. • Summary of work done this billing period. • Invoice number and date. • CONSULTANT's W -9 Upon request by the CITY the CONSULTANT shall provide the CITY with certified payroll data for the WORK reflecting salaries and hourly rates. 6.0 Right of Decisions All services shall be performed by the CONSULTANT to the satisfaction of the CITY's representative, who shall decide all questions, difficulties and disputes of whatever nature which may arise under or by reason of this AGREEMENT, the prosecution and fulfillment of the services, and the character, quality, amount and value and the representative's decisions upon all claims, questions, and disputes shall be final, conclusive and binding upon the parties unless such determination is clearly arbitrary or unreasonable. In the event that the CONSULTANT does not concur in the judgment of the representative as to any decisions made by him, he shall present his written objections to the City Manager and shall abide by the decision of the City Manager. Nothing in this section shall mean to deny the right to arbitrate, by either party, in accordance with the appropriate Arbitration Rules of the American Arbitration Association. Page 12 of 32 Professional Service AGREEMENT Tpepe©12 -31- 12 (Revised SK 4 -3 -13, GM 6- 18 -13) 7.0 Ownership of Documents All reports and reproducible plans, and other data developed by the CONSULTANT for the purpose of this AGREEMENT shall become the property of the CITY without restriction or limitation in connection with the owner's use and occupancy of the project. Reuse of these documents without written AGREEMENT from the CONSULTANT shall be the CITY'S sole risk and without liability and legal exposure to the CONSULTANT. When each individual section of the WORK under this AGREEMENT is complete all of the above applicable data shall be delivered to the CITY. 8.0 Court Appearances. Conferences and Hearings Nothing in this contract shall obligate the CONSULTANT to prepare for or appear in litigation on behalf of the CITY without additional compensation except for any dispute arising out of this contract unless the CONSULTANT or its employee is subpoenaed to testify as a fact witness. The amount of such compensation for expert preparation and testimony or consultation shall be mutually agreed upon and be subject to a supplemental AGREEMENT approved by the City Commissioners and upon receipt of written authorization from the CITY prior to performance of a court appearance and conference. The CONSULTANT shall confer with the CITY at any time during construction of the improvement contemplated as to interpretation of plans, correction of errors and omissions and preparation of any necessary plan thereof to correct such errors and omissions or clarify without added compensation. 9.0 Notices Any notices, reports or other written communications from the CONSULTANT to the CITY shall be considered delivered when received by the CITY. Any notices, reports or other communications from the CITY to the CONSULTANT shall be considered delivered when received by the CONSULTANT or its authorized representative. 10.0 Audit Rights The CITY reserves the right to audit the records of the CONSULTANT related to this AGREEMENT at any time during the execution of the WORK and for a period of one year after final payment is made. This provision is applicable only to projects that are on a time and cost basis. 11.0 Subletting The CONSULTANT shall not sublet, assign, or transfer any WORK under this AGREEMENT without the prior written consent of the CITY. 12.0 Warranty 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 contract and that he has not paid or agreed to pay any company or person other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage fee, gifts or any other considerations contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the CITY shall have the right to annul this contract without liability. Page 13 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 13.0 Termination of AGREEMENT It is expressly understood and agreed that the CITY may terminate this AGREEEMENT without penalty by declining to issue Notice to Proceed authorizing WORK, in which event the CITY'S sole obligation to the CONSULTANT shall be payment for the WORK previously authorized and performed in accordance with the provisions of this AGREEMENT, such payment to be determined on the basis of the WORK performed by the CONSULTANT up to the time of termination. Upon termination, the CITY shall be entitled to a refund of any monies paid for any period of time subsequent to date of termination for which no work. was performed. 14.0 Duration of AGREEMENT This AGREEMENT is for a time period of three (3) years, commencing upon approval and execution of AGREEMENT. This AGREEMENT shall remain in force until the actual completion of performance of a given project awarded to the CONSULTANT, or unless otherwise terminated by the CITY. 15.0 Renewal Option This AGREEMENT may be renewed, at the sole discretion of the CITY, for an additional period not to exceed a total contract period, including renewals, of one (1) year. 16.0 Default In the event either party fails to comply with the provisions of this AGREEMENT, the aggrieved party may declare the other party in default and notify him in writing. In such event, the CONSULTANT will only be compensated for any completed professional services. - In the event partial payment has been made for such professional services not completed, the CONSULTANT shall return such sums to the CITY within ten (10) days after notice that said sums are due. In the event of any litigation between the parties arising out of or relating in any way to this AGREEMENT or a breach thereof, each party shall bear its own costs and legal fees. 17.0 Insurance and Indemnification The CONSULTANT shall maintain during the term of this AGREEMENT the insurance as set forth in "Attachment A, Insurance and Indemnification" to this AGREEMENT. 18.0 AGREEMENT Not Exclusive Nothing in this AGREEMENT shall prevent the CITY from employing other CONSULTANTS to perform the same or similar services. 19.0 Codes. Ordinances and Laws The CONSULTANT agrees to abide and be governed by all duly promulgated and published municipal, County, state and federal codes, ordinances, rules, regulations and laws in effect at the time of design which have a direct bearing on the WORK involved on this project. The CONSULTANT is required to complete and sign all affidavits, including Public Entity Crimes Affidavit form (attached) pursuant to FS 287.133(3) (a), as required by the Request for Qualifications applicable to this AGREEMENT. Page 14 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 20.0 Taxes CONSULTANT shall be responsible for all payments of federal, state, and /or local taxes related to the Operations, inclusive of sales tax if applicable. 21.0 Drug Free Workplace CONSULTANT shall comply with the Drug Free Workplace policy set forth in attachment # two which is made a part of this AGREEMENT by reference. 22.0 Independent Contractor CONSULTANT is an independent entity under this AGREEMENT and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the parties. 23.0 Duties and Responsibilities CONSULTANT agrees to provide its services during the term of this AGREEMENT in accordance with all applicable laws, rules, regulations, and health and safety standards of the federal, state, and City, which may be applicable to the service being provided. 24.0 Licenses and Certifications CONSULTANT shall secure all necessary business and professional licenses at its sole expense prior to executing the AGREEMENT. 25.0 Entirety of AGREEMENT This writing embodies the entire AGREEMENT and understanding between the parties hereto, and there are no other AGREEMENTs and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of this AGREEMENT shall be valid unless made in writing and signed by both parties hereto, and approved by the City Commissioner if required by municipal ordinance or charter. 26.0 1 u Trial CITY and CONSULTANT knowingly, irrevocably voluntarily and intentionally waive any right either may have to a trial by jury in State or Federal Court proceedings in respect to any action, proceeding, lawsuit or counterclaim arising out of the Contract Documents or the performance of the Work thereunder. 27.0 Validity of Executed Copes This AGREEMENT may be executed in several counterparts, each of which may be construed as an original. 28.0 Rules of Interpretation Throughout this AGREEMENT the male pronoun may be substituted for female and neuter and the singular words substituted for plural and plural words substituted for singular wherever applicable. Page 15 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 29.0 Severability If any term or provision of this AGREEMENT or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this AGREEMENT, or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this AGREEMENT shall be valid and enforceable to the fullest extent permitted by law. t Z l l i= ki[: M 3 T W V R _r CITY and CONSULTANT agree that no failure to exercise and no delay in exercising any right, power or privilege under this AGREEMENT on the part of either party shall operate as a waiver of any right, power, or privilege under this AGREEMENT. No waiver of this AGREEMENT, in whole or part, including the provisions of this paragraph, may be implied by any act or omission and will only be valid and enforceable if in writing and duly executed by each of the parties to this AGREEMENT. Any waiver of any term, condition or provision of this AGREEMENT will not constitute a waiver of any other term, condition or provision hereof, nor will a waiver of any breach of any term, condition or provision constitute a waiver of any subsequent or succeeding breach. 31.0 No Discrimination No action shall be taken by the CONSULTANT which would discriminate against any person on the basis of race, creed, color, national origin, religion, sex, familial status, ethnicity, sexual orientation or disability. The CONSULTANT shall comply with the Americans with Disabilities Act 32.0 Equal Employment In accordance with Federal, State and Local law, the CONSULTANT shall not discriminate against any employee or applicant for employment because of race, color, ethnicity, religion, sex, sexual orientation, national origin or handicap. The CONSULTANT shall comply with all aspects of the Americans with Disabilities Act (ADA) during the performance of this contract. 33.0 Governing Laws This AGREEMENT and the performance of services hereunder will be governed by the laws of the State of Florida, with exclusive venue for the resolution of any dispute being a court of competent jurisdiction in Miami -Dade County, Florida. 34.0 Effective Date This AGREEMENT shall not become effective and binding until it has been executed by both parties hereto and the effective date shall be the date of its execution by the last party so executing it. 35.0 Third Party Beneficiary It is specifically understood and agreed that no other person or entity shall be a third party beneficiary hereunder, and that none of provisions of this AGREEMENT shall be for the benefit of or be enforceable by anyone other than the parties hereto, and that only the parties hereto shall have any rights hereunder. Page 16 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 36.0 Further Assurances The parties hereto agree to execute any and all other and further documents as might be reasonably necessary in order to ratify, confirm, and effectuate the intent and purposes of the AGREEMENT. 37.0 Time of Essence Time is of the essence of this AGREEMENT. 38.0 Interpretation This AGREEMENT shall not be construed more strongly against either party hereto, regardless of who was more responsible for its preparation. 39.0 Force Majeure Neither party hereto shall be in default of its failure to perform its obligations under this AGREEMENT if caused by acts of God, civil commotion, strikes, labor disputes, or governmental demands or requirements that could not be reasonably anticipated and the effects avoided or mitigated. Each party shall notify the other of any such occurrence. 40.0 Notices Whenever notice shall be required or permitted herein, it shall be delivered by hand delivery, e-mail, facsimile transmission or certified mail, with return receipt requested and shall be deemed delivered on the date shown on the delivery confirmation or if by certified mail, the date on the return receipt or the date shown as the date same was refused or unclaimed. Notices shall be delivered to the following individuals or entities at the addresses (including e-mail) or facsimile transmission numbers set forth below: To CITY: City Manager, _�TEVeN IeA&tJJ>E iL 6130 Sunset Dr. South Miami, FL 33143 Fax: � 05 e. l0 3 5- E -mail: PAI&- rtl4 =L, cTo✓ With copies by U.S. mail to: City Attorney, Thomas Pepe, Esquire 6130 Sunset Dr. South Miami, FL 33143 Fax: (305) 341 -0584 E -mail: tpepe @southmiamifl.gov To CONSULTANT: IN WITNESS WHEREOF, this AGREEMENT is accepted on the date first ab e written subject to the terms and c n . 'ons set her WITN CONTRACTOR Signature: Name: Jo Corradino AT Title: Presiden AUTHENTICATION: OWNER: CITY O SOUTH MIAMI Page 17 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Signature: C' yf lerk Read ved as to F ark uage� Legality and City Page 18 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Attachment A Insurance and Indemnification Page 19 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Insurance and Indemnification I. Insurance and Indemnification Without limiting its liability, the proposing firm shall be required to procure and maintain at its own expense during the life of the Contract, insurance of the types and in the minimum amounts stated below as will protect the proposing firm, from claims which may arise out of or result from the proposing firm's execution of a contract with the City of South Miami for Performance Based Audits, whether such execution by the firm or by any sub - consultant, or by anyone directly or indirectly employed by any of them or by anyone for whose acts any of them may be liable. The CONSULTANT shall not commence work on this AGREEMENT until he has obtained all insurance required by the CITY. The CONSULTANT shall indemnify and save the CITY harmless from any and all damages, claims, liability, losses and causes of actions of any kind or nature arising out of a negligent error, omission, or act of the CONSULTANT, its agents, representatives, employees, Sub - Contractor, or assigns, incident to arising out of or resulting from the performance of the CONSULTANT'S professional services under this AGREEMENT. The CONSULTANT shall pay all claims and losses of any kind or nature whatsoever, in connection therewith, including the CITY's attorney's fees and expenses in the defense of any action in law or equity brought against the CITY arising from the negligent error, omission, or act of the CONSULTANT, its agents, representatives, employees, Sub - Contractor, or assigns, incident to, arising out of or resulting from the performance of the CONSULTANT'S professional services under this AGREEMENT. The CONSULTANT agrees and recognizes that the CITY shall not be held liable or responsible for any claims, including the costs and expenses of defending such claims which may result from or arise out of actions or omissions of the CONSULTANT, its agents, representatives, employees, Sub - Contractors, sub - contractors, or assigns. In reviewing, approving or rejecting any submissions or acts of the CONSULTANT, the CITY in no way assumes or shares responsibility or liability of the CONSULTANTS, Sub - Contractors, their agents or assigns. The CONSULTANT shall maintain during the term of this AGREEMENT the following insurance: A. Professional Liability Insurance on a Florida approved form in the amount of $1,000,000 with deductible per claim if any, not to exceed 5% of the limit of liability providing for all sums which the CONSULTANT shall become legally obligated to pay as damages for claims arising out of the services or work performed by the CONSULTANT its agents, representatives, Sub - Contractors or assigns, or by any person employed or retained by him in connection with this AGREEMENT. This insurance shall be maintained for four years Insurance and Indemnification July 25, 2012 after completion of the construction and acceptance of any Project covered by this AGREEMENT. However, the CONSULTANT may purchase Specific Project Professional Liability Insurance, in the amount and under the terms specified above, which is also acceptable. B. Comprehensive general liability insurance with broad form endorsement, on a Florida approved form including automobile liability, completed operations and products liability, contractual liability, severability of interest with cross liability provision, and personal injury and property damage liability with limits of $1,000,000 combined single limit per occurrence and $2,000,000 aggregate, including: a. Personal Injury: $1,000,000; b. Medical Insurance $25,000 per person; Page 20 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) c. Property Damage: $500,000 each occurrence; d. Automobile Liability: $1,000,000 each accident/occurrence. C. Umbrella Commercial General Liability insurance on a Florida approved form with the same coverage as the primary insurance policy but in the amount of $1,000,000 per claim. The CITY must be named as additional "named" insured for all except Workers' Compensation, and reflect the indemnification and hold harmless provision contained herein. Policy must specify whether it is primary or excess /umbrella coverage. The CITY must receive 10 days advance written notice of any policy modification and 30 days advance written notice of cancellation, including cancellation for non - payment of premiums. All insurance must remain in full force and effect for the duration of the contract period with the CITY. The CONSULTANT must provide not only a "certified copy" of the Binder but also the Policy itself with the name, address and phone number of the agent and agency procuring the insurance. D. Workman's Compensation Insurance in compliance with Chapter 440, Florida Statutes, as presently written or hereafter amended. E. The policies shall contain waiver of subrogation against the CITY where applicable, shall expressly provide that such policy or policies are primary over any other collective insurance that the CITY may have. The CITY reserves the right at any time to request a copy of the required policies for review. All policies shall contain a "severability of interest" or "cross liability" clause without obligation for premium payment of the CITY. F. All of the above insurance required to be provided by the CONSULTANT is to be placed with BEST rated A -8 (A -VIII) or better insurance companies, qualified to do business under the laws of the State of Florida on approved Florida forms. The CONSULTANT shall furnish certified copies of all "Binders" or certificates of insurance to the CITY prior to the commencement of operations, which "Binders" or certificates shall clearly indicate that the CONSULTANT has obtained insurance in the type, amount, and classification as required for strict compliance with this Section and that no reduction in limits by endorsement during the policy term, or cancellation of this insurance shall be effective without thirty (30) days prior written notice to the CITY. Compliance with the foregoing requirements shall not relieve the CONSULTANT of his liability and obligations under this Section or under any other portion of this AGREEMENT. CONSULTANT agrees to supply copies of certificates of insurance to the CITY verifying the above - mentioned insurance coverage. CONSULTANT agrees to list the CITY as an Additional Insured of the CONSULTANT's General liability insurance and shall provide the CITY quarterly reports concerning any and all claims. Page 21 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Exhibit 2 "Affidavits and Forms" (Respondents must complete and submit with their proposal.) Page 22 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) EXHIBIT 2 AFFIDAVITS AND FORMS SUBMISSION REQUIREMENTS I. Respondent's Sworn Statement under Section 287. 1 33(3)(A), Florida Statutes, on Attachment #1 "Public Entity Crimes and Conflicts of Interest Affidavit," shall be completed and provided with the proposal submittal. 2. Neither the CONSULTANT, nor any of his /her /its employees shall be permitted to represent any client before the Commission or any Committee, department or agency of the CITY, and shall agree not to undertake any other private representation which might create a conflict of interest with the CITY. The CONSULTANT may not represent any Commission member, individually, or, any member of their family or any business in which the Commission member of their family has an interest. 3. All proposals received will be considered public records. The CITY will consider all quotations using such criteria as the Commission or City Manager may adopt at either of their sole discretion. The CONSULTANT selected will be required to enter into a formal AGREEMENT with the CITY in a form satisfactory to the CITY, prior to the execution of which the CITY shall reserve all rights, including the right to change its selection. 4. Respondent's Attachment #2 "Drug Free Workplace" form shall be completed and provided with the proposal submittal. 5. Respondent's Attachment #3 "No Conflict of Interest Non Collusion Affidavit," shall be completed and provided with the proposal submittal. 6. Respondent's Attachment #4 "Acknowledgement and Conformance with OSHA Standards," shall be completed and provided with the proposal submittal. 7. Respondent's Attachment #5 "Related Party Transaction Verification Form" shall be completed and provided with the proposal submittal. Page 23 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #I PUBLIC ENTITY CRIMES AND CONFLICTS OF INTEREST Pursuant to the provisions of Paragraph (2) (a) of Section 287.133, Florida State Statutes - "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a Bid on a Contract to provide any goods or services to a public entity, may not submit a Bid on a Contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded to perform work as a Contractor, supplier, Subcontractor, or Consultant under a Contract with any public entity, and may not transact business with any public entity in excess of the threshold amount Category Two of Section 287.017, Florida Statutes, for thirty six (36) months from the date of being placed on the convicted vendor list ". The award of any contract hereunder is subject to the provisions of Chapter 1 12, Florida State Statutes. The CONSULTANT must disclose the name of any officer, director, partner, associate or agent who is also an officer or employee of the City of South Miami or its agencies. SWORN ST ATEMENT PURSUANT TO SECTION 287.133 (3)(a), FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. This sworn statement is submitted to The City of South Miami [print name of the public entity] by Joseph M. Corradino, AICP, President [print individual's name and title] for The Corradino Group, Inc. [print name of entity submitting sworn statement] whose business address is 4055 NW 79 Ave., 2nd Floor, oral, FL, 33178 and (if applicable) its Federal Employer Identification Number (FEIN) is 61-0713040 (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement: 1 2. 1 understand that a "public entity crime" as defined in Paragraph 287.133 (1 )(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3. 1 understand that "convicted" or "conviction" as defined in Paragraph 287.133 (1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by Page 24 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) indictment or information after July I, 1989, as a result of a jury verdict, non -jury trial, or entry of a plea of guilty or nolo contender. 4. 1 understand that an "affiliate" as defined in Paragraph 287.133 (1 )(a), Florida Statutes, means: (a) A predecessor or successor of a person convicted of a public entity crime; or (b) An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in any person, or a pooling of equipment or income among persons when not for fair market value under an arm's length AGREEMENT, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. 1 understand that a "person" as defined in Paragraph 287.133 (1 )(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services led by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. 6. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. [Indicate which statement applies.] X Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. _ The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July I, 1989. _ The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent of July I, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. [Attach a copy of the final order.] I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY INDENTIFIED IN PARAGRAPH I (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY, AND THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE Page 25 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES, FOR C �EGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. � �O� signature] Sworn to and subscribed before me this ?.9th day of, B 13 X Personally known or P oduced identification Notary Public - State of a Florida My commission expires o 2 0 j (Ty e of identification) (Printed, typed or stamped commissioned name of notary public) 2a Notary Public State of Florida Susan A Hernandez My Commission �E111103 C�t>• Expires08l0?J2015 Page 26 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #2 "DRUG FREE WORKPLACE" Whenever two or more Bids which are equal with respect to price, quality and service are received by the State or by any political subdivisions for the procurement of commodities or contractual services, a Bid received from a business that certifies that it has implemented a drug -free workplace program shall be given preference in the award process. Established procedures for processing tie Bids will be followed if none of the tied vendors have a drug -free workplace program. In order to have a drug -free workplace program, a business shall: 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such Prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under Bid a copy of the statement specified in Subsection (1). 4. In the statement specified in Subsection (1), notify the employees, that, as a condition of working on the commodities or contractual services that are under Bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contender to, any violation of Chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program, if such is available in the employee's community, by any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. PROPOSER's Signature: Av Print Name: Jasph M. Corradino, AICP, President Date: June 28th, 2013 Page 27 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #3 "NO CONFLICT OF INTEREST /NON COLLUSION AFFIDAVIT" Submitted this 28th day of June ,20 13 , The undersigned, as CONSULTANT, declares that the only persons interested in this AGREEMENT are named herein; that no other person has any interest in this AGREEMENT; That this response is made without connection or arrangement with any other person; and that this response is in every respect fair and made in good faith, without collusion or fraud. The CONSULTANT agrees if this response /submission is accepted, to execute an appropriate CITY document for the purpose of establishing a formal contractual relationship between the CONSULTANT and the CITY, for the performance of all requirements to which the response /submission pertains. The full -names and residences of persons and firms interested in the foregoing bid /proposal, as principals, are as follows: Joseph M. Corradino, AICP, President, 4055 NW 79th Ave., 2nd Floor, Doral, FL 33178 The CONSULTANT further certifies that this response /submission complies with section 4(c) of the Charter of the City of South Miami, Florida. That, to the best of its knowledge and belief, no commissioner, Mayor or other officer or ployee of the CITY has an interest directly or indirectly in the profits or emoluments of the Cont ct, job, work or service to which the response /submission pertains. Signature: Printed Name: JosepWM Corradino AICP Title: President Telephone: 305 - 594 -0735 Company Name: The Corradino Group, Inc. NOTARY PUBLIC: STATE OF Florida COUNTY OF Miami -Dade Page 28 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) The foregoing instrument was acknowledged before me this 28tWay of June .20 by Joseph M. Corradino, AICP SEAL (name of person whose signature is being notarized) who is _Personally known or Personal identification Notary Public State of Florida Susan A Hemandez r My Commission EE 117103 Expires 08/0212015 Page 29 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Type of Identification Produced Did take an oath, or X Did Not take an oath. (Name of Notary Public: Print, Stamp or type as commissioned.) ATTACHMENT #4 "ACKNOWLEDGEMENT AND CONFORMANCE WITH OSHA STANDARDS" TO THE CITY OF SOUTH MIAMI We, The Corradino Group, InC.(Name of Contractor), hereby acknowledge and agree that as CONSULTANT, as specified have the sole responsibility for compliance with all the requirements of the Federal Occupational Safety and Health Act of 1970, and all State and local safety and health regulations, and agree to indemnify and hold harmless the City of South Miami against any and all liability, claims, damages, losses and expenses they may incur due to the failure of (subcontractor's names): Longitude Surveyors, LLC to comply with suc t or regulation. CONTRACT R The Corr Gr uD. In BY: Joseph M. Corradino, AICP Name President Title Page 30 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #5 "RELATED PARTY TRANSACTION VERIFICATION FORM" Inc. I Joseph M. Corradino, AICP, individually and on behalf of The Corradino Group("Firm ") [Name of Representative] [CompanylVendorlEntity] have read the City of South Miami (CITY)'s Code of Ethics, Section 8A- I of the CITY's Code of Ordinances and I hereby certify, under penalty of perjury that to the best of my knowledge, information and belief: Neither I nor the Firm have any conflict of interest (as defined in section 8A -1) with regard to the contract or business that I, and /or the Firm, am (are) about to perform for, or to transact with, the CITY, and 2. Neither I nor any employees, officers, directors of the Firm, nor anyone who has a financial interest greater than 5% in the Firm, has any relative(s), as defined in section 8A -I, who is an employee of the CITY or who is(are) an appointed or elected official of the CITY, or who is(are) a member of any public body created by the City Commission, i.e., a board or committee of the CITY, and Neither I nor the Firm, nor anyone who has a financial interest greater than 5% in the Firm, nor any member of those persons' immediate family (i.e., spouse, parents, children, brothers and sisters) has transacted or entered into any contract(s) with the CITY or has a financial interest, direct or indirect, in any business being transacted with the CITY, or with any person or agency acting for the CITY, other than as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be Signed under oath). 4. No elected and /or appointed official or employee of the City of Miami, or any of their immediate family members (Le., spouse, parents, children, brothers and sisters) has a financially interest, directly or indirectly, in the contract between you and /or your Firm and the CITY other than the following individuals whose interest is set forth following their names: N/a (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). The names of all CITY employees and that of all elected and /or appointed CITY officials or board members, who own, directly or indirectly, an interest of five percent (5%) or more of the total assets of capital stock in the firm are as follows: N/a (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). and the Firm further agree not to use or attempt to use any knowledge, property or resource which may come to us through our position of trust, or through our performance of our duties under the terms of the contract with the CITY, to secure a special privilege, benefit, or exemption for ourselves, or others. We agree that we may not disclose or use information, not available to members of the general public, for our personal gain or benefit or for the personal gain or benefit of any other person or business entity, outside of the normal gain or benefit anticipated through the performance of the contract. Page 31 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 6. 1 and the Firm hereby acknowledge that we have not contracted or transacted any business with the CITY or any person or agency acting for the CITY, and that we have not appeared in representation of any third party before any board, commission or agency of the CITY within the past two years other than as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). Neither I nor any employees, officers, or directors of the Firm, nor any of their immediate family (i.e., as a spouse, son, daughter, parent, brother or Sister) is related by blood or marriage to: (i) any member of the City Commission; (ii) any CITY employee; or (iii) any member of any board or agency of the CITY other than as follows: N/a (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). 7. No other Firm, nor any officers or directors of that Other Firm or anyone who has a financial interest greater than 5% in that Other Firm, nor any member of those persons' immediate family (i.e., spouse, parents, children, brothers and sisters) nor any of my immediate family members (hereinafter referred to as "Related Parties ") has responded to a solicitation by the CITY in which I or the Firm that I represent or anyone who has a financial interest greater than 5% in the Firm, or any member of those persons' immediate family (Le. spouse, parents, children, brothers and sisters) have also responded, other than the following: N/a , (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). 8. 1 and the Firm agree that we are obligated to supplement this Verification Form and inform the CITY of any change in circumstances that would change our answers to this document. Specifically, after the opening of any responses to a solicitation, I and the Firm have an obligation to supplement this Verification Form with the name of all Related Parties who have also responded to the same solicitation and to disclose the relationship of those parties to me and the Firm. - 9. A violation of the CITY's Ethics Code; the giving of any false - information or the failure to - -- supplement this Verification Form, may subject me or the Firm to immediate termination of any AGREEMENT with the CITY, and the imposition of the maximum fine and /or any penalties allowed by law. Additionally, violations may be considered by and subject to action by the Miami -Dade County Commission on Ethics. Under penalty of perjury, I declare that I have made a diligent effort to investigate the matters to which I am attesting hereinabove and that a statements made hereinabove are true and correct to the best of my knowledge, information an elie Signature: Print Name & Title: Joseph M. Corradino, AICP, President Date: June 28th , 2013 ATTACHED: Sec. 8A -I - Conflict of interest and code of ethics ordinance. Page 32 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) PROFESSIONAL SERVICE AGREEMENT General Civil and Structural Engineering Services THIS AGREEMENT made and entered into this %7 day of J GIdy—' , 2013 by and between the CITY OF SOUTH MIAMI, a political subdivision of the State of Florida and SRS Engineering, Inc. authorized to do business in the State of Florida, hereinafter referred to as the "CONSULTANT ". In consideration of the premises and the mutual covenants contained in this AGREEMENT, the CITY OF SO TH MIAMI, thro gh its City Manager, agrees to employ the CONSULTANT for a period ending on 20 and the CONSULTANT agrees to be available, continuing basis, to perform professional services in connection with project(s) where the basic estimated construction costs of each individual project does not exceed $2,000,000.00 or where the individual study does not exceed $200,000.00, herein after called the "SERVICES ". 1.0 General Provisions 1.1 The CONSULTANT may be awarded work and issued a Notice to Proceed to provide professional services for a project, for a portion of a project, or for discrete tasks on a project. Additional Professional Services, for the purpose of reviewing work performed by other professional consultants or for other miscellaneous engineering services that may be required. 1.2 A Notice to Proceed will be issued on an as needed basis at the sole discretion of the City Manager, or his designee, hereinafter referred to as "CITY ". The City of South Miami reserves, at all times, the right to perform any and all engineering work in -house or with other engineers. This AGREEMENT does not confer on the CONSULTANT any exclusive rights to perform work on behalf of the City of South Miami, nor does it obligate the City of South Miami in any manner to guarantee work for the CONSULTANT. The CONSULTANT may submit proposals for any professional services for which proposals May be publicly solicited by the City of South Miami outside of this AGREEMENT. 1.3 The CITY will confer with the CONSULTANT before any Notice to Proceed is issued to discuss the scope of the work; the time needed to complete the WORK and the fee for the services to be rendered in connection with the WORK. 1.4 The CONSULTANT will submit a proposal upon the CITY'S request prior to the issuance of a Notice to Proceed. No payment will be made for the CONSULTANT'S time and services in connection with the preparation of any proposal. 1.5 The CITY agrees that it will furnish to the CONSULTANT plans and other data available in the CITY files pertaining to the WORK to be performed under this AGREEMENT promptly after each Notice to Proceed. 1.6 The CONSULTANT agrees to produce and distribute minutes, promptly after each meeting at which the CONSULTANT'S presence is required. Page I of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 1.7 The CITY may designate,a representative who, on behalf of the .City Manager shall examine the documents submitted by the CONSULTANT and shall render decisions promptly, to avoid unreasonable delay in the progress of the CONSULTANT'S services. The CONSULTANT shall keep the CITY'S representative advised on the project status at all times. 1.8 The CITY agrees to issue all directives and approval in writing. 2.0 Professional Services 2.1 General Services The professional services to be provided by the consultant may be one or more of the following, and include but not limited to: A. Roadway Engineering to include streets, sidewalk, curb, gutter, drainage, associated traffic control devices, stripping, lighting, irrigation, speed reduction devices and residential landscaping. B. Drainage Design includes the necessary analysis needed to implement proposed drainage improvements, preparation of paving and drainage plan for municipal building and facilities. C. Civil Engineering, to include Distribution Systems Improvement / Analysis and design and Sanitary Sewer System Evaluation and design. D. Environmental Engineering, including, site investigation and design needed to prepare remediation plans to mitigate underground storage tanks, hazardous waste materials and asbestos materials. E. 'T'raffic Engineering Services will include daily volume counts, data analysis, preparation of conceptual improvements plan, present reports and recommendations to stakeholders and preparation of final traffic engineering report. F. Architectural Services to provide, drawings and specifications for new constructions as well as additions and renovations; attend meetings. with City staff and presentations to City Commission; provide plans developed on AutoCAD latest version and copies-of reproducible hard copy and diskette of plans in the requested format. G. Landscape Architecture including providing drawings and specifications for landscape projects; site master planning, analysis and design, urban design plans /concept diagrams, open space planning, analysis and design; community planning, analysis and design; natural resource planning analysis'and design; Parks design; renderings /modeling; provide plans developed on AutoCAD latest version and copies of reproducible hard copy and diskette of plans in the requested format. H. Registered Surveying and Mapping Other incidental services associated to the above items. Page 2 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, G M 6- 18 -13) 2.2 Design & Construction - Basic Services The Basic Services, for design and construction, consist of six (6) phases described in Paragraph 2.2.1 through 2.2.6. The scope outlined below is applicable in its entirety to projects for which completed Basic Services are authorized. Upon authorization to proceed from the CITY, the CONSULTANT agrees to provide complete professional services for any portion or all of the six Phases outlined below applicable to its profession. The CONSULTANT agrees to co- ordinate its effort with that of any other providers of professional services to assure a coordinated and complete WORK. In a multi - professionally consulted project, the lead CONSULTANT, as designated by the CITY, shall prepare the final bid package including bid documents and specifications, which shall be prepared by, and be the responsibility of the respective disciplines. 2.2.1 Phase I- Preliminary and Schematic Design: A. The CONSULTANT shall confer with representatives of the CITY and the end user to determine the full scope of the Project that will meet the program requirements, and shall advise the CITY if, in the CONSULTANT'S opinion, the allocated funds are adequate to accomplish the program requirements, as defined by an individual purchase order for the specific work to be performed. B. The CONSULTANT shall use proper and adequate design control to assure the CITY that the program requirements will be met. C. The CONSULTANT shall prepare a Design Concept and Schematic Report, comprising of the Project Timetable (Master Schedule), Planning Summary (unless advised otherwise), Schematic Design Studies (unless advised otherwise) as defined below, and the Statement of Probable Construction Cost. D. The Proposed Project Timetable shall consist, of a schedule showing the proposed completion date on each Phase of the Project through design, bidding, construction, and proposed date of completion. E. The Planning Summary (unless advised otherwise) shall consist of a vicinity plan and blow- up of the Site (if applicable) showing Project orientation, and a brief summary of all pertinent planning criteria used for the Project. F. The Schematic Design Studies (unless advised otherwise) shall consist of all plans, elevations, sections, etc. as required to show the scale and relationship of the parts and the design concept of the whole. A simple perspective sketch, rendering, model or photograph thereof may be provided to further show the design concept. G. The CONSULTANT shall present the Schematic design studies to the appropriate commission, committee, agency or board (hereinafter collectively referred to as "Boards ") for their approval when the project requires such approval. The Consultant shall make copies necessary for presentation to the Board at no additional cost to City. H. The CONSULTANT shall present the schematic design studies to all the appropriate utility companies (such as FPL, Southern Bell, Dynamic Cable, MDWASA, etc.) for any conflict with their utilities. Page 3 of 31 Professional Service AGREEMENT Tpepe©12- 31 -1-2 (Revised SK 4 -3 -13, GM 6- 18 -13) 2.2.2 2.2.3 The Statement of Probable Construction Cost shall include estimated cost of the Project including fixed equipment, professional fees, contingencies (if any), escalation factors adjusted to the estimated bid date, movable estimate (if any), and utility service extensions (if applicable). The CONSULTANT'S opinions of probable Total Project Costs and Construction Cost are to be made on the basis of the CONSULTANT'S experience and qualifications and represent CONSULTANT'S best judgment as an experienced and qualified professional, familiar with the local construction industry and prices. J. The CONSULTANT shall submit and present two (2) copies of all documents required under this Phase, without additional charge, for approval by the CITY and it shall not proceed with the next Phase until directed by the CITY in writing. Phase II — Study and Design Development: A. From the approved Schematic Design documents, the CONSULTANT shall prepare Design Development Documents, comprising the drawings, outline specifications and other documents to fix and describe the size and character of the entire Project as to construction and finish materials and other items incidental thereto as may be appropriate and applicable. B. The Design Development Documents shall comprise the Proposed Project Timetable (updated), Outline Specifications, Updated Statement of Probable Construction Cost, and Design Development Drawings, etc., as required to clearly delineate the Project. If the Updated Statement of Probable Construction Cost exceeds the allocated funds, feasible cost or scope reduction options shall be included. C. The CONSULTANT shall submit and present two (2) sets of all documents required under this Phase, without additional charge, for approval by the CITY and not proceed with the next Phase until directed by the CITY in writing. D. The CONSULTANT shall at all times monitor the Probable Construction Costs to make certain they remain within the total allocated budget. A Notice to Proceed to Phase III will not be issued if the latest statement of Probable Construction Cost exceeds the total allocated funds. Phase III — Final Design / Construction Documents Development: A. From the approved Design Development Documents, the CONSULTANT shall prepare Final Construction Documents setting forth in detail the requirements for the construction of the Project including the Proposal (Bid) Form and other necessary information for bidders, Conditions of the Contract, and Complete Drawings and Specifications. The CONSULTANT shall use Construction Specifications Institute (CSI) Standards and the City of South Miami Standard forms for the preparation of the proposal (bid) forms, Instructions to Bidders, conditions of Contract and Specifications. The CONSULTANT shall review all existing City Specifications, for completeness prior to use and shall supply all needed additional specifications. The final draft of the construction documents shall meet the requirements of and be approved by the City Attorney. B. The Construction Documents shall be prepared in a manner that will assure clarity of line work, notes, and dimensions when the documents are reduced to SO% of their size. All drawings shall be on 24" x 36" paper ( "D" size), on the CITY's standard sheet format, unless Page 4 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) approved otherwise. C. All construction documents shall be submitted in both "hard copy" and electronic media in a mutually agreed upon electronic format, but generally as follows: 1. Non- drawing submittals in Microsoft Office Word format. 2. Drawings in AutoCAD format. 3. GIS files should be in ArcView format Version 3.2. D. When the development of the drawings has progressed to at least 50% completion in Phase III, the CONSULTANT shall submit two (2) copies to the CITY for approval, without additional charge, along with updated outline specifications. The CONSULTANT shall also submit at this time an updated Statement of Probable Construction cost as indicated by time factor, changes in requirements, or general market conditions and an updated Project Schedule. E. The CONSULTANT shall not proceed with the further development until approval of the documents is received from the CITY in writing. The CONSULTANT shall make all changes to documents required by the CITY before proceeding further. A set of the revised documents shall be returned to the CITY after incorporating all of the changes, if any. A Notice to Proceed for the completion of Phase III will not be issued if the latest Statement of Probable Construction Cost exceeds the total allocated funds, unless the CITY increases the total allocated funds or the CONSULTANT and the CITY agrees on methods of cost reductions sufficient to enable construction within the project budget. G. Upon 100% completion of the Construction Documents, the CONSULTANT shall submit to the CITY a final, updated Statement of Probable Construction Cost along with two (2) copies each of the final draft of all drawings, specifications, reports, programs, etc., without additional charge, for a final review and comments or approvals. H. The CONSULTANT shall make all the necessary presentations to the appropriate CITY Boards which would be normally required. of any construction project (such as Environmental Review Board, Historical Preservation Board etc.) for the final approval. The CONSULTANT at no extra cost to the CITY shall make all required changes or additions and resolve all questions resulting from Board review (see paragraph H) if the' changes or additions do not alter the scope of the project as determined under paragraph 2.2.1 A. The 100% complete, final Construction Documents shall be returned to the CITY for final approval. Upon final approval by the CITY, the CONSULTANT shall furnish. to the CITY drawings and specifications, without additional charge to the CITY for bidding purposes, unless instructed otherwise. The CONSULTANT shall arrange for "dry runs" and /or make final submissions to appropriate authorities (regulatory agencies to include and not limited to City, County, State or Federal) as necessary, to ascertain that the Construction Documents meet the necessary requirements to obtain all the necessary permits for construction. The CONSULTANT shall respond to all technical questions from regulatory agencies. The CONSULTANT shall modify, at no additional cost to CITY, in order to acquire the necessary permits. Page 5 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 2.2.4 Phase IV - Bidding and Negotiation Phase: A. Upon obtaining all necessary approvals of the Construction Documents, and approval by the CITY of the latest Statement of Probable Construction Cost, the CONSULTANT shall furnish the drawings and specifications as indicated above for bidding, and assist the CITY in obtaining bids as well as awarding and preparing construction contracts. The CONSULTANT shall attend all pre -bid conferences. The CONSULTANT shall be present during the bid opening and as part of its assistance to the CITY will tally, evaluate and issue a recommendation to the CITY after verifying bond, insurance documents, questionnaire and reference submitted by the constructor. B. The CONSULTANT shall issue Addenda to the Construction Documents through the CITY as appropriate to clarify, correct or change Bid Documents. C. If Pre - Qualification of bidders is required as set forth in the Request for Qualification, the CONSULTANT shall assist City in developing qualification criteria, review qualifications of prospective bidders, and recommend acceptance or rejection of the prospective bidders. D. If the lowest responsible Base Bid received exceeds the Total Allocated Funds the CITY may: I . Approve the increase in Project Cost and award a construction contract or, 2. reject.all bids and rebid the Project within a reasonable time with no change in the Project, or 3. Direct the CONSULTANT to revise the Project scope or quality, or both, as approved by the CITY and rebid the Project, or 4. Suspend or abandon the Project, or S. Exercise all options under the City Charter and State Law. NOTE: Under item (2) and (3) above, the CONSULTANT shall, without additional compensation, assist the CITY in obtaining re -bids, and awarding the re -bid of the project. Under item (3) above, the CONSULTANT shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the Total Allocated Funds when the lowest responsible bid is over 15% of the CONSULTANT estimate: All construction contracts must be approved by the City Commission after the City awards the contract for commission approval. E. For the purpose of payment to the CONSULTANT, the Bidding Phase will terminate and the services of the CONSULTANT will be considered complete upon signing of an AGREEMENT with a Contractor. Rejection of bids by the CITY does not constitute cancellation of the project. 2.2.5 Phase V — General Administration of the Construction Contract: A. The Construction Phase will begin with the City Commission approval of the award of the Construction Contract and will end when the Contractor's final Payment Certificate is approved and paid by the CITY. B. The CONSULTANT, as the representative of the CITY during the Construction Phase, shall advise and consult with the CITY and shall have authority to act on behalf of the CITY Page 6 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) to the extent provided in the General Conditions and as modified in the Supplementary Conditions of the Construction Contract. C. The CONSULTANT shall attend pre - construction meetings. r D. The CONSULTANT shall at all times have access to the project wherever it is in preparation or progress. E. The CONSULTANT shall visit the site at least weekly and at all key construction events to ascertain the progress of the Project and to determine in general if the WORK is proceeding in accordance with the Contract Documents. On the. basis of on -site observations, the CONSULTANT will use reasonable and customary care to guard the CITY against defects and deficiencies in the WORK. The CONSULTANT may be required to provide continuous daily on -site observations to check the quality or quantity of the WORK as set forth in this AGREEMENT and defined by the Scope of WORK issued for the individual project. On the basis of the on -site observations, the CONSULTANT will advise the CITY as to the progress of and any observed defects and deficiencies in the WORK immediately in writing. F. The CONSULTANT shall furnish the CITY with a written report of all observations of the WORK made by him during each visit to the WORK. He shall also note the general status and progress of the WORK, and shall submit same in a timely manner. The CONSULTANT shall ascertain at least monthly that the Contractor is making timely, accurate, and complete notations on record drawings. G. Based on observations at the site and on the Contractor's Payment Certificate, the CONSULTANT shall determine the amount due the Contractor on account and he shall recommend approval of the Certificate in such amounts. The recommendation of approval of a Payment Certificate shall constitute a representation by the CONSULTANT to the CITY that, the .CONSULTANT certifies to the CITY that the WORK has progressed to the point indicated, and the quality of the WORK is in accordance with the Contract Documents subject to: I. An evaluation of the WORK for conformance with the Contract Documents upon substantial completion. 2. The results of any subsequent tests required by the Contract Documents. 3. Minor deviations from the Contract Documents correctable prior to completion and acceptance of the project. H. The CONSULTANT shall have an affirmative duty to recommend rejection of WORK, which does not conform to the Contract Documents. Whenever, in its reasonable opinion, the CONSULTANT considers it necessary or advisable to insure compliance with the Contract Documents, it will have authority (with the City's prior approval) to recommend special inspections or testing of any WORK deemed not to be in accordance with the Contract Documents whether or not such WORK has been fabricated and delivered to the Project, or installed and completed. The CONSULTANT shall promptly review and approve shop drawings, samples, and other submissions of the Contractor for conformance with the design concept of the Project and for compliance with the Contract Documents. Changes or substitutions to the Contract Documents shall not be authorized without concurrence with the CITY. Page 7 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) J. The CONSULTANT shall review and recommend action on proposed Change Orders initiated by others, and initiate proposed change orders as required by its own observations or the requirement of the CITY. K. The CONSULTANT shall examine the WORK upon receipt of the Contractor's Certificate of Substantial Completion of the Project. A Punch List of any defects and discrepancies in the WORK required. to be corrected by the Contractor shall be prepared by the CONSULTANT in conjunction with representatives of the CITY and satisfactory performance obtained before the CONSULTANT recommends execution of Certificate of Final Acceptance and final payment to the Contractor. He shall obtain from the Contractor all warranties, guarantees, operating and maintenance manuals for equipment, releases of lien and such other documents and certificates as may be required by applicable codes, laws, policy regulations, the specifications and the other Contract Documents and deliver them to the CITY. L. The CONSULTANT shall provide assistance in obtaining Contractor's compliance with the Contract Documents relative to, 1) initial instruction of CITY personnel in the operation and maintenance of any equipment or system, 2) initial start -up and testing, adjusting and balancing of equipment and systems, and, 3) final clean -up of the project. . M. The CONSULTANT shall provide the contractor with three sets of drawings labeled "Construction Plans" for permit from Public Works. 2.2.6 Phase VI - Post Construction Administration A. The CONSULTANT shall prepare and provide the CITY with a written manual, to be used by the CITY, outlining the implementation' plan of all the required maintenance necessary to keep the proposed WORK operational in a safe and effective manner. B. The CONSULTANT shall furnish to the CITY, reproducible record (as- built) drawings updated based on information furnished by the Contractor; such drawings shall become the property of the CITY. C. The CONSULTANT shall assist in the inspection of the WORK one month before'the expiration of any guarantee period or the sixth month whichever is earlier and report any defective WORK in the Project under terms of the guarantee /warranties for correction. The CONSULTANT shall assist the CITY with the administration of guarantee /warranties for correction of defective WORK that may be discovered during the said period. D. The CONSULTANT shall furnish the City with a 3 -ring binder labeled "Close -out Documents" that will include, as a minimum, a copy of: • Certificates of completion • As- Builts (1/2 size) • Test Results • Daily construction inspection reports • Progress meeting minutes • Approved shop drawings • Warranty manuals as applicable Page 8 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) to be beyond the control of the CONSULTANT. 3.0 Time for Completion The services to be rendered by the CONSULTANT for any WORK shall be commenced upon written Notice to Proceed from the CITY subsequent to the execution of this AGREEMENT and shall be completed within the time based on reasonable determination, stated in the said Notice to Proceed. A reasonable extension of time will be granted in the event there is a delay on the part of the CITY in fulfilling its part of the AGREEMENT, change of scope of work or should any other events beyond the control of the CONSULTANT render performance of his duties impossible. 4.0 Basis of Compensation The CONSULTANT agrees to negotiate a "not to exceed" fee or a fixed sum fee for each of the WORK assigned to him based on the Scope of such WORK. Upon AGREEMENT of a fee, the CITY will issue a written authorization to proceed to the CONSULTANT. In case of emergency, the CITY reserves the right to issue oral authorization to the CONSULTANT, with the understanding that written confirmation will follow immediately thereafter as possible. For reproduction of plans and specifications, beyond the requirements as identified under this AGREEMENT the CITY will pay the direct costs. The fees for Professional Services for each Project shall be determined by one of the following methods or a combination thereof, as mutually agreed upon by the CITY and the CONSULTANT. A fixed sum: The fee for a task or a scope of work may be a fixed sum as mutually agreed upon by the CITY and the CONSULTANT: Hourly rate fee: The CITY agrees to pay, and the CONSULTANT agrees to accept, for the services rendered pursuant to this AGREEMENT, fees in accordance with the following: Category Hourly Rate Principal $205.00 Senior Project Manager $150.00 Project Manager $125.00 Senior Structural Engineer $125.00 Senior Civil Engineer $120.00 Engineer $95.00 Construction Manager $95.00 Construction Inspection $72.00 Designer/Technician $77.00 Senior CADD Operator $70.00 CADD Operator $62.00 Data Processing/ Clerical $48.00 Hourly rates will include all wages, benefits, overhead and profit. Page 10 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 5.0 Payment and Partial Payments The CITY will make monthly payments or partial payments to the CONSULTANT for all authorized WORK performed during the previous calendar month. For design and construction projects where fee for each phase is not specified, such payment shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each phase: • 15% upon completion and approval of Phase I. • 35% upon completion and approval of Phase 11. • 55% upon submittal and approval of 50% complete drawings and outline specifications of Phase III. • 75% upon 100% completion and approval of Phases III and IV. • 90% upon completion of the Project and approval of all WORK Phase V). • 100% upon final completion and approval of WORK elements A and B of Phase VI. The CONSULTANT shall submit an original invoice to the City's project representative for each payment certifying the percentage of the WORK completed by the CONSULTANT. The amount of the invoices submitted shall be the amount due for all WORK performed to date, as certified by the CONSULTANT. The request for payment shall include the following information: • Project Name and CONSULTANT's Name. • Total Contract amount (CONSULTANT's lump sum negotiated), if applicable. • Percent of work completed. • Amount earned. • Amount previously billed. • Due this invoice. • Balance remaining. • Summary of work done this billing period. • Invoice number and date. • _ CONSULTANT's W -9 Upon request by the CITY the CONSULTANT shall provide the CITY with certified payroll data for the WORK reflecting salaries and hourly rates. 6.0 Right of Decisions All services shall be performed by the CONSULTANT to the satisfaction of the CITY's representative, who shall decide all questions, difficulties and disputes of whatever nature which may arise under or by reason of this AGREEMENT, the prosecution and fulfillment of the services, and the character, quality, amount and value and the representative's decisions upon all claims, questions, and disputes shall be final, conclusive and binding upon the parties unless such determination is clearly arbitrary or unreasonable. In the event that the CONSULTANT does not concur in the judgment of the representative as to any decisions made by him, he shall present his written objections to the City Manager and shall abide by the decision of the City Manager. Nothing in this section shall mean to deny the right to arbitrate, by either party, in accordance with the appropriate Arbitration Rules of the American Arbitration Association. Page I I of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 7.0 Ownership of Documents All reports and reproducible plans, and other data developed by the CONSULTANT for the purpose of this AGREEMENT shall become the property of the CITY without restriction or limitation in connection with the owner's use and occupancy of the project. Reuse of these documents without written AGREEMENT from the CONSULTANT shall be the CITY'S sole risk and without liability and legal exposure to the CONSULTANT. When each individual section of the WORK under this AGREEMENT is complete all of the above applicable data shall be delivered to the CITY. 8.0 Court Appearances. Conferences and Hearings Nothing in this contract shall obligate the CONSULTANT to prepare for or appear in litigation on behalf of the CITY without additional compensation except for any dispute arising out of this contract unless the CONSULTANT or its employee is subpoenaed to testify as a fact witness. The amount of such compensation for expert preparation and testimony or consultation shall be mutually agreed upon and be subject to a supplemental AGREEMENT approved by the City Commissioners and upon receipt of written authorization from the CITY prior to performance of a court appearance and conference. The CONSULTANT shall confer with the CITY at any time during construction of the improvement contemplated as to interpretation of plans, correction of errors and omissions and preparation of any necessary plan thereof to correct such errors and omissions or clarify without added compensation. 9.0 Notices Any notices, reports or other written communications from the CONSULTANT to the CITY shall be considered delivered when received by the CITY. Any notices, reports or other communications from the CITY to the CONSULTANT shall be considered delivered when received by the CONSULTANT or its authorized representative. 10.0 Audit Rights The CITY reserves the right to audit the records of the CONSULTANT related to this AGREEMENT at any time during the execution of the WORK and for a period of one year after final payment is made. This provision is applicable only to projects that are on a time and cost basis. 11.0 Subletting The CONSULTANT shall not sublet, assign, or transfer any WORK under this AGREEMENT without the prior written consent of the CITY. 12.0 Warranty 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 contract and that he has not paid or agreed to pay any company or person other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage fee, gifts or any other considerations contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the CITY shall have the right to annul this contract without liability. Page 12 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, G M 6- 18 -13) 13.0 Termination of AGREEMENT It is expressly understood and agreed that the CITY may terminate this AGREEEMENT without penalty by declining to issue Notice to Proceed authorizing WORK, in which event the CITY'S sole obligation to the CONSULTANT shall be payment for the WORK previously authorized and performed in accordance with the provisions of this AGREEMENT, such payment to be determined on the basis of the WORK performed by the CONSULTANT up to the time of termination. Upon termination, the CITY shall be entitled to a refund of any monies paid for any period of time subsequent to date of termination for which no work was performed. 14.0 Duration of AGREEMENT This AGREEMENT is for a time period of three (3) years, commencing upon. approval and execution of AGREEMENT. This AGREEMENT .shall remain in force until the actual completion of performance of a given project awarded to the CONSULTANT, or unless otherwise terminated by the CITY. 15.0 Renewal Option This.AGREEMENT may be. renewed, at.the sole discretion of the CITY, for an additional. period not to exceed a total contract period, including renewals, of one (I) year. 16.0 Default In the event either party fails to comply with the provisions of this AGREEMENT, the aggrieved party may declare the other party in default and notify him in writing. In such event, the CONSULTANT will only be compensated for any completed professional services. In the event partial payment has been made for such professional services not completed, the CONSULTANT shall return such sums.to the CITY within ten (10) days after notice that said sums are due. In the event of any litigation between the parties arising out of or relating in any way to this AGREEMENT or a breach thereof, each party shall bear its own costs and legal fees. 17.0 Insurance and Indemnification The CONSULTANT shall maintain during the term of this AGREEMENT the insurance as set forth in "Attachment A, Insurance and Indemnification" to this AGREEMENT. 18.0 AGREEMENT Not Exclusive Nothing in this AGREEMENT shall prevent the CITY from employing other CONSULTANTS to perform the same or similar services. 19.0 Codes; Ordinances and Laws The CONSULTANT agrees to abide and be governed by all duly promulgated and published municipal, County, state and federal codes, ordinances, rules, regulations and laws in effect at the time of design which have a direct bearing on the WORK involved on this project. The CONSULTANT is required to complete and sign all affidavits, including Public Entity Crimes Affidavit form (attached) pursuant to FS 287.133(3) (a), as required by the Request for Qualifications applicable to this AGREEMENT. Page 13 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, G M 6- 18 -13) 20.0 Taxes CONSULTANT shall be responsible for all payments of federal, state, and /or local taxes related to the Operations, inclusive of sales tax if applicable. 21.0 Drug Free Workplace CONSULTANT shall comply with the Drug Free Workplace policy set forth in attachment # two which is made a part of this AGREEMENT by reference. 22.0 Independent Contractor CONSULTANT is an independent entity under this AGREEMENT and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the parties. 23.0 Duties and Responsibilities CONSULTANT agrees to provide its services during the term of this AGREEMENT in accordance with all applicable laws, rules, regulations, and health and safety standards of the federal, state, and City, which may be applicable to the service being provided. 24.0 Licenses and Certifications CONSULTANT shall secure all necessary business and professional licenses at its sole expense prior to executing the AGREEMENT. 25.0 Entirety of AGREEMENT This writing embodies the entire AGREEMENT and understanding between the parties hereto, and there are no other AGREEMENTs and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of this AGREEMENT shall be valid unless made in writing and signed by both parties hereto, and approved by the City Commissioner if required by municipal ordinance or charter. 26.0 u Trial CITY and CONSULTANT knowingly, irrevocably voluntarily and intentionally waive any right either may have to a trial by jury in State or Federal Court proceedings in respect to any action, proceeding, lawsuit or counterclaim arising out of the Contract Documents or the performance of the Work thereunder. 27.0 Validity of Executed Copies This AGREEMENT may be executed in several counterparts, each of which may be construed as an original. 28.0 Rules of Interpretation Throughout this AGREEMENT the male pronoun may be substituted for female and neuter and the singular words substituted for plural and plural words substituted for singular wherever applicable. Page 14 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 29.0 Severability If any term or provision of this AGREEMENT or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this AGREEMENT, or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this AGREEMENT shall be valid and enforceable to the fullest extent permitted by law. 30.0 Non - Waiver CITY and CONSULTANT agree that no failure to exercise and no delay in exercising any right, power or privilege under this AGREEMENT on the part of either party shall operate as a waiver of any right, power, or privilege under this AGREEMENT. No waiver of this AGREEMENT, in whole or part, including the provisions of this paragraph, may be implied by any act or omission and will only be valid and enforceable if in writing and duly executed by each of the parties to this AGREEMENT. Any waiver of any term, condition or provision of this AGREEMENT will not constitute a waiver of any other term, condition or provision hereof, nor will a waiver of any breach of any term, condition or provision constitute a waiver of any subsequent or succeeding breach. 31.0 No Discrimination No action shall be taken by.the CONSULTANT which would discriminate against any person on the basis of race, creed, color, national origin, religion, sex, familial status, ethnicity, sexual orientation or disability. The CONSULTANT shall comply with the Americans with Disabilities Act 32.0 Equal Employment In accordance with Federal, State and Local law, the CONSULTANT shall not discriminate against any employee or applicant for employment because of race, color, ethnicity, religion, sex, sexual orientation, national origin or handicap. The CONSULTANT shall comply with all aspects of the Americans with Disabilities Act (ADA) during the performance of this contract. 33.0 Governing Laws This AGREEMENT and the performance of services hereunder will be governed by the laws of the State of Florida, with exclusive venue for the resolution of any dispute being a court of competent jurisdiction in Miami -Dade County, Florida. 34.0 Effective Date This AGREEMENT shall not become effective and binding until it has been executed by both parties hereto and the effective date shall be the date of its execution by the last parry so executing it. 35.0 Third Party Beneficiary It is specifically understood and agreed that no other person or entity shall be a third party beneficiary hereunder, and that none of provisions of this AGREEMENT shall be for the benefit of or be enforceable by anyone other than the parties hereto, and that only the parties hereto shall have any rights hereunder. Page 15 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 36.0 Further Assurances The parties hereto agree to execute any and all other and further documents as might be reasonably necessary in order to ratify, confirm, and effectuate the intent and purposes of the AGREEMENT. 37.0 Time of Essence Time is of the essence of this AGREEMENT. 38.0 Interpretation This AGREEMENT shall not be construed more strongly against either party hereto, regardless of who was more responsible for its preparation. 39.0 Force Majeure Neither party hereto shall be in default of its failure to perform its obligations under this AGREEMENT if caused by acts of God, civil commotion, strikes, labor disputes, or governmental demands or requirements that could not be reasonably anticipated and the effects avoided or mitigated. Each party shall notify the other of any such occurrence. 40.0 Notices Whenever notice shall be required or permitted herein, it shall be delivered by hand delivery, e -mail, facsimile transmission or certified mail, with return receipt requested and shall be deemed delivered on the date shown on the delivery confirmation or if by certified mail, the date on the return receipt or the date shown as the date same was refused or unclaimed. Notices shall be delivered to the following individuals or entities at the addresses (including e -mail) or facsimile transmission numbers set forth below: To CITY: City Manager, _ @VeAn A- Ie%XA 14 0e_A_ 6130 Sunset Dr. South Miami, FL 33143 Fax: 3&S-&uo 3 — 634-5 - E -mail: 5AJAY 000 --E?� S JhArmiA?Wj=t, 5oV With copies by U.S. mail to: City Attorney, Thomas Pepe, Esquire 6130 Sunset Dr. South Miami, FL 33143 Fax: (305) 341 -0584 E -mail: tpepe @southmiamifi.gov To CONSULTANT: SRS Engineering, Inc. 5001 SW 74th Court, Suite 201 Miami, FL 33155 Fax: 305- 662 -8858 ignacio @srs- corp.com Page 16 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) IN WITNESS WH terms and condit WITNESSES? TION: , this AGREEMENT is accepted on the date first above written subject to, the Forth herein. CONTRACTOR Signature: Name: Ignacio Serralta Title: Presie OWNER: CITY OF MIAMI Sign Page 17 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) _. ., mr-3mmOVION Page 18 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, G M 6- 18 -13) Insurance and Indemnification I. Insurance and Indemnification Without limiting its liability, the proposing firm shall be required to procure and maintain at its own expense during the life of the Contract, insurance of the types and in the minimum amounts stated below as will protect the proposing firm, from claims which may arise out of or result from the proposing firm's execution of a contract with the City of South Miami for Performance Based Audits, whether such execution by the firm or by any sub - consultant, or by anyone directly or indirectly employed by any of them or by anyone for whose acts any of them may be liable. The CONSULTANT shall not commence work on this AGREEMENT until he has obtained all insurance required by the CITY. The CONSULTANT shall indemnify and save the CITY harmless from any and all damages, claims, liability, losses and causes of actions of any kind or nature arising out of a negligent error, omission, or act of the CONSULTANT, its agents, representatives, employees, Sub - Contractor, or assigns, incident to arising out of or resulting from the performance of the CONSULTANT'S professional services under this AGREEMENT. The CONSULTANT shall pay all claims and losses of any kind or nature whatsoever, in connection therewith, including the CITY's attorney's fees and expenses in the defense of any action in law or equity brought against the CITY arising from the negligent error, omission, or act of the CONSULTANT, its agents, representatives, employees, Sub - .Contractor, or assigns, incident to, arising out of or resulting from the performance of the CONSULTANT'S professional services under this AGREEMENT. The CONSULTANT agrees and recognizes that the CITY shall not be held liable or responsible for any claims, including the costs and expenses of defending such claims which may result from or arise out of actions or omissions of the CONSULTANT, its agents, representatives, employees, Sub - Contractors, sub - contractors, or assigns. In reviewing, approving or rejecting any submissions or acts of the CONSULTANT, the CITY in no way assumes or shares responsibility or liability of the CONSULTANTS, Sub - Contractors, their agents or assigns. The CONSULTANT shall maintain during the term of this AGREEMENT the following insurance: A. Professional Liability Insurance on a Florida approved form in the amount of $1,000,000 with deductible per claim if any, not to exceed 5% of the limit of liability providing for all sums which the CONSULTANT shall become legally obligated to pay as damages for claims arising out of the services or work performed by the CONSULTANT its agents, representatives, Sub - Contractors or assigns, or by any person employed or retained by him in connection with this AGREEMENT. This insurance shall be maintained for four years Insurance and Indemnification July 25, 2012 after completion of the construction and acceptance of any Project covered by this AGREEMENT. However, the CONSULTANT may purchase Specific Project Professional Liability Insurance, in the amount and under the terms specified above, which is also acceptable. B. Comprehensive general liability insurance with broad form endorsement, on a Florida approved form including automobile liability, completed operations and products liability, contractual liability, severability of interest with cross liability provision, and personal injury and property damage liability with limits of $1,000,000 combined single limit per occurrence and $2,000,000 aggregate, including: a. Personal Injury: $1,000,000; b. Medical Insurance $25,000 per person; Page 19 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised S K 4 -3 -13, GM 6- 18 -13) c. Property Damage: $500,000 each occurrence; d. Automobile Liability: $1,000,000 each accident/occurrence. C. Umbrella Commercial General Liability insurance on a Florida approved form with the same coverage as the primary insurance policy but in, the amount of $1,000,000 per claim. The CITY must be named as additional "named" insured for all except Workers' Compensation, and reflect the indemnification and hold harmless provision contained herein. Policy must specify whether it is primary or excess /umbrella coverage. The CITY must receive 10 days advance written notice of any policy modification and 30 days advance written notice of cancellation, including cancellation for non - payment of premiums. All insurance must remain in full force and effect for the duration of the contract period with the CITY. The CONSULTANT must provide not only a "certified copy" of the Binder but also the Policy itself with the name, address and phone number of the agent and agency procuring the insurance. D. Workman's Compensation Insurance in compliance with Chapter 440, Florida Statutes, as presently written or hereafter amended. E. The policies shall contain waiver of subrogation against the CITY where applicable, shall expressly provide that such policy or policies are primary over any other collective insurance that the CITY may have. The CITY reserves the right at any time to request a copy of the required policies for review. All policies shall contain a "severability of interest" or "cross liability" clause without obligation for premium payment of the CITY. F. All of the above insurance required to be provided by the CONSULTANT is to be placed with BEST rated A -8 (A -VIII) or better insurance companies, qualified to do business under the laws of the State of Florida on approved Florida forms. The CONSULTANT shall furnish certified copies of all "Binders" or certificates of insurance to the CITY prior to the commencement of operations, which "Binders" or certificates shall clearly indicate that the CONSULTANT has obtained insurance in the type, amount, and classification as required for strict compliance with this Section and that no reduction in limits by endorsement during the policy term, or cancellation of this insurance.shall be effective without thirty (30) days prior written notice to the CITY. Compliance with the foregoing requirements shall not relieve the CONSULTANT of his liability and obligations under this Section or under any other portion of this AGREEMENT. CONSULTANT agrees to supply copies of certificates of insurance to the CITY verifying the above - mentioned insurance coverage. CONSULTANT agrees to list the CITY as an Additional Insured of the CONSULTANT's General liability insurance and shall provide the CITY quarterly reports concerning any and all claims. Page 20 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) TI e "Affidavits and Forms" (Respondents must complete and submit with their proposal.) Page 21 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) EXHIBIT 2 AFFIDAVITS AND FORMS SUBMISSION REQUIREMENTS I. Respondent's Sworn Statement under Section 287.1 33(3)(A), Florida Statutes, on Attachment #1 "Public Entity Crimes and Conflicts of Interest Affidavit," shall be completed and provided with the proposal submittal. 2. Neither the CONSULTANT, nor any of his /her /its employees shall be permitted to represent any client before the Commission or any Committee, department or agency of the CITY, and shall agree not to undertake any other private representation which might create a conflict of interest with the CITY. The CONSULTANT may not represent any Commission member, individually, or, any member of their family or any business in which the Commission member of their family has an interest. 3. All proposals received will be considered public records. The CITY will consider all quotations using such criteria as the Commission or City Manager may adopt at either of their sole discretion. The CONSULTANT selected will be required to enter into a formal AGREEMENT with the CITY in a form satisfactory to the CITY, prior to the execution of which the CITY shall reserve all rights, including the right to change its selection. 4. Respondent's Attachment #2 "Drug Free Workplace" form shall be completed and provided with the proposal submittal. 5. Respondent's Attachment #3 "No Conflict of Interest Non Collusion Affidavit," shall be completed and provided with the proposal submittal. 6. Respondent's Attachment #4 "Acknowledgement and Conformance with OSHA Standards," shall be completed and provided with the proposal submittal. 7. Respondent's Attachment #5 "Related Party Transaction Verification Form" shall be completed and provided with the proposal submittal. Page 22 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #1 PUBLIC ENTITY CRIMES AND CONFLICTS OF INTEREST Pursuant to the provisions of Paragraph (2) (a) of Section 287.133, Florida State Statutes - "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a Bid on a Contract to provide any goods or services to a public entity, may not submit a Bid on a Contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded to perform work as a Contractor, supplier, Subcontractor, or Consultant under a Contract with any public entity, and may not transact business with any public entity in excess of the threshold amount Category Two of Section 287.017, Florida Statutes, for thirty six (36) months from the date of being placed on the convicted vendor list ". The award of any contract hereunder is subject to the provisions of Chapter 1 12, Florida State Statutes. The CONSULTANT must disclose the name of any officer, director, partner, associate or agent who is also an officer or employee of the City of South Miami or its agencies. SWORN STATEMENT PURSUANT TO SECTION 287.133 (3)(a), FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. I. This sworn statement is submitted to City of South Miami [print name of the public entity] By: Ignacio Serralta, President For: SRS Engineering, Inc. whose business address is: 5001 SW 74th. Ct., Suite 201 Miami, FL 33155 and (if applicable) its Federal_ Employer Identification Number (FEIN) is: 65- 0607552 (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement: 1 2. 1 understand that a "public entity crime" as defined in Paragraph 287.133 (1 )(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, including, but not limited to any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3. 1 understand that "convicted" or "conviction" as defined in Paragraph 287.133 (1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by Page 23 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) indictment or information after July I, 1989, as a result of a jury verdict, non -jury trial, or entry of a plea of guilty or nolo contender. I understand that an "affiliate" as defined in Paragraph 287.133 (1 )(a), Florida Statutes, means: (a) A predecessor or successor of a person convicted of a public entity crime; or (b) An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in any person, or a pooling of equipment or income among persons when not for fair market value under an arm's length AGREEMENT, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. I understand that a "person" as defined in Paragraph 287.133 (1 )(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services led by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. [Indicate which statement applies.] X Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July I, 1989. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent of July 1, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. [Attach a copy of the final order.] I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY INDENTIFIED IN PARAGRAPH I (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY, AND THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE Page 24 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES, FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. [signature] Sworn to and subscribed before me this 27 day of, June 2013 X Personally known or Produced identification (Type of identification) Notary Public - State of Florida My commission expires July 23, 2016 (Printed, typed or stamped commissioned name of notary public) '� RALPH A. PEREDA My (OMMMI®N # EE18M EXPIRES July 23.2016 Page 25 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #2 "DRUG FREE WORKPLACE" Whenever two or more Bids which are equal with respect to price, quality and service are received by the State or by any political subdivisions for the procurement of commodities or contractual services, a Bid received from a business that certifies that it has implemented a drug -free workplace program shall be given preference in the award process. Established procedures for processing tie Bids will be followed if none of the tied vendors have a drug -free workplace program. In order to have a drug -free workplace program, a business shall: 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will betaken against employees for violations of such Prohibition. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under Bid a copy of the statement specified in Subsection (1). 4. In the statement specified in Subsection (1), notify the employees, that, as a condition of working on the commodities or contractual services that are under Bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contender to, any violation of Chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. S. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program, if such is available in the employee's community, by any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. PROPOSER's �•—°'* Signature: Print Name: Ignacio Serralta Date: _June 27, 2013 Page 26 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, G M 6- 18 -13) ATTACHMENT #3 "NO CONFLICT OF INTEREST /NON COLLUSION AFFIDAVIT" Submitted this 27 day of June, 2013, The undersigned, as CONSULTANT, declares that the only persons interested in this AGREEMENT are named herein; that no other person has any interest in this AGREEMENT; That this response is made without connection or arrangement with any other person; and that this response is in every respect fair and made in good faith, without collusion or fraud. The CONSULTANT agrees if this response /submission is accepted, to execute an appropriate CITY document for the purpose of establishing a formal contractual relationship between the CONSULTANT and the CITY, for the performance of all requirements to which the response /submission pertains. The full -names and residences of persons and firms interested in the foregoing bid /proposal, as principals, are as follows: Ignacio Serralta, President 8401 SW 94 St., Miami, FL 33156 The CONSULTANT further certifies that this response /submission complies with section 4(c) of the Charter of the City of South Miami, Florida. That, to the best of its knowledge and belief, no commissioner, Mayor or other officer or employee of the CITY has an interest directly or indirectly in the profits or emoluments of the Contract, j , work or service to which the response /submission pertains. fi t Signature: m►,,�( 4 Printed Name: I nacio Serralta Title: President Telephone: 305 662 -8887 Company Name: _SRS FnginPPring. Ins_ NOTARY PUBLIC: STATE OF Florida COUNTY OF Miami -Dade Page 27 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) The foregoing instrument was acknowledged before me this 27 day of June, 2013 by Ignacio Serralta (name of person whose signature is being notarized) who is X Personally known or Personal identification Type of Identification Produced SEAL Did take an oath, or Did Not take an oath. Ralph A. Pereda (Name of Notary Public: Print, Stamp or type as commissioned.) RALPH A. PEREDA _"' MY COMMMSM # EE188M EXE MS JWr 23.2018 Page 28 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #4 "ACKNOWLEDGEMENT AND CONFORMANCE WITH OSHA STANDARDS" TO THE CITY OF SOUTH MIAMI We, S INC., (Name of Contractor), hereby acknowledge and agree that as CONSULTANT, as specified Aave the sole responsibility for compliance with all the requirements of the Federal Occupational Safety and Health Act of 1970, and all State and local safety and health regulations, and agree to indemnify and hold harmless the City of South MIami against any and all liability, claims, damages, losses and expenses they may incur due to the failure of (subcontractor's names); to comply with such act or regulation, CONTRACTOR Title Page 30 of 32 Professional Service AGREEMENT TpepeOl2 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) joX 6 Witness ATTACHMENT #5 "RELATED PARTY TRANSACTION VERIFICATION FORM" I Ignacio Serralta, individually and on behalf of SRS Engineering, Inc. ( "Firm") [CompanylVendorffntity] have read the City of South Miami (CITY)'s Code of Ethics, Section 8A- I of the CITY's Code of Ordinances and I hereby certify, under penalty of perjury that to the best of my knowledge, information and belief: I. Neither I nor the Firm have any conflict of interest (as defined in section 8A -1) with regard to the contract or business that I, and /or the Firm, am (are) about to perform for, or to transact with, the CITY, and 2. Neither I nor any employees, officers, directors of the Firm, nor anyone who has a financial interest greater than 5% in the Firm, has any relative(s), as defined in section 8A -I, who is an employee of the CITY or who is(are) an appointed or elected official of the CITY, or who is(are) a member of any public body created by the City Commission, i.e., a board or committee of the CITY, and 3, Neither I nor the Firm, nor anyone who has a financial interest greater than 5% in the Firm, nor any member of those persons' immediate family (i.e., spouse, parents, children, brothers and sisters) has transacted or entered into any contract(s) with the CITY or has a financial interest, direct or indirect, in any business being transacted with the CITY, or with any person or agency acting for the CITY, other than as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be Signed under oath). 4. No elected and /or appointed official or employee of the City of Miami, or any of their immediate family members (Le., spouse, parents, children, brothers and sisters) has a financially interest, directly or indirectly, in the contract between you and /or your Firm and the CITY other than the following individuals whose interest is set forth following their names: N/A (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). The names of all CITY employees and that of all elected and /or appointed CITY officials or board members, who own, directly or indirectly, an interest of five percent (5%) or more of the total assets of capital stock in the firm are as follows: N/A (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). 5. 1 and the Firm further agree not to use or attempt to use any knowledge, property or resource which may come to us through our position of trust, or through our performance of our duties under the terms of the contract with the CITY, to secure a special privilege, benefit, or exemption for ourselves, or others. We agree that we may not disclose or use information, not available to members of the general public, for our personal gain or benefit or for the personal gain or benefit of any other person or business entity, outside of the normal gain or benefit anticipated through the performance of the contract. Page 30 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) I and the Firm hereby acknowledge that we have not contracted or transacted any business with the CITY or any person or agency acting for the CITY, and that we have not appeared in representation of any third party before any board, commission or agency of the CITY within the past two years other than as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). Neither I nor any employees, officers, or directors of the Firm, nor any of their immediate family (i.e., as a spouse, son, daughter, parent, brother or Sister) is related by blood or marriage to: (i) any member of the City Commission; (ii) any CITY employee; or (iii) any member of any board or agency of the CITY other than as follows: N/A (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). 7. No other Firm, nor any officers or directors of that Other Firm or anyone who has a financial interest greater than 5% in that Other Firm, nor any member of those persons' immediate family (i.e., spouse, parents, children, brothers and sisters) nor any of my immediate family members (hereinafter referred to as "Related Parties ") has responded to a solicitation by the CITY in which I or the Firm that I represent or anyone who has a financial interest greater than 5% in the Firm, or any member of those persons' immediate family (Le. spouse, parents, children, brothers and sisters) have also responded, other than the following: N/A , (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). 8. 1 and the Firm agree that we are obligated to supplement this Verification Form and inform the CITY of any change in circumstances that would change our answers to this document. Specifically, after the opening of any responses to a solicitation, I and the Firm have an obligation to supplement this Verification Form with the name of all Related Parties who have also responded to the same solicitation and to disclose the relationship of those parties to me and the Firm. 9. A violation of the CITY's Ethics Code, the giving of any false information or the failure to supplement this Verification Form, may subject me or the Firm to immediate termination of any AGREEMENT with the CITY, and the imposition of the maximum fine and /or any penalties allowed by law. Additionally, violations may be considered by and subject to action by the Miami -Dade County Commission on Ethics. Under penalty of perjury, I declare that I have made a diligent effort to investigate the matters to which am attesting hereinabove and that & statements made hereinabove are true and correct to the best of my knowledge, information nd b lief.i...,..�, Signature: Print Name & Title: I naci Serralta President Date: June 27, 2013 ATTACHED: Sec. 8A- I - Conflict of interest and code of ethics ordinance. Page 31 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) �i;a ccvu�or+n�ro yti 15D F;7 yy PROFESSIOI L SERVICE AGREEMENT General vx c. Services THIS AGREEMENT made and entered into this ? day of Junk. , 20 V3 by and between the CITY OF SOUTH MIAMI, a political subdivision of the State of Florida and R J. Behar & Company, Inc. authorized to do business in the State of Florida, hereinafter referred to as the "CONSULTANT ". In consideration of the premises and the mutual covenants contained in this AGREEMENT, the CITY OF SOUTH MIAMI, through its City Manager, agrees to employ the CONSULTANT for a period ending on Ao-o) (Q I U j , and the CONSULTANT agrees to be available, continuing basis, to perform professi nal services in connection with project(s) where the basic estimated construction costs of each individual project does not exceed $2,000,000.00 or where the individual study does not exceed $200,000.00, herein after called the "SERVICES ". 1.0 General Provisions 1.1 The CONSULTANT may be awarded work and issued a Notice to Proceed to provide professional services for a project, for a portion of a project, or for discrete tasks on a project. Additional Professional Services, for the purpose of reviewing work performed by other professional consultants or for other miscellaneous engineering services that may be required. 1.2 A Notice to Proceed will be issued on an as needed basis at the sole discretion of the City Manager, or his designee, hereinafter referred to as "CITY ". The City of South Miami reserves, at all times, the right to perform any and all engineering work in -house or with other engineers. This AGREEMENT does not confer on the CONSULTANT any exclusive rights to perform work on behalf of the City of South Miami, nor does it obligate the City of South Miami in any manner to guarantee work for the CONSULTANT. The CONSULTANT may submit proposals for any professional services for which proposals may be publicly solicited by the City of South Miami outside of this AGREEMENT. 1.3 The CITY will confer with the CONSULTANT before any Notice to Proceed is issued to discuss the scope of the work; the time needed to complete the WORK and the fee for the services to be rendered in connection with the WORK. 1.4 The CONSULTANT will submit a proposal upon the CITY'S request prior to the issuance of a Notice to Proceed. No payment will be made for the CONSULTANT'S time and services in connection with the preparation of any proposal. 1.5 The CITY agrees that it will furnish to the CONSULTANT plans and other data available in the CITY files pertaining to the WORK to be performed under this AGREEMENT promptly after each Notice to Proceed. 1.6 The CONSULTANT agrees to produce and distribute minutes, promptly after each meeting at which the CONSULTANT'S presence is required. Page I of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, G M 6- 18 -13) 1.7 The CITY may designate a representative who, on behalf of the City Manager shall examine the documents submitted by the CONSULTANT and shall render decisions promptly, to avoid unreasonable delay in the progress of the CONSULTANT'S services. The CONSULTANT shall keep the CITY'S representative advised on the project status at all times. 1.8 The CITY agrees to issue all directives and approval in writing. 2.0 Professional Services 2.1 General Services The professional services to be provided by the consultant may be one or more of the following, and include but not limited to: A. Roadway Engineering to include streets, sidewalk, curb, gutter, drainage, associated traffic control devices, stripping, lighting, irrigation, speed reduction devices and residential landscaping. B. Drainage Design includes the necessary analysis needed to implement proposed drainage improvements, preparation of paving and drainage plan for municipal building and facilities. C. Civil Engineering, to include Distribution Systems Improvement / Analysis and design and Sanitary Sewer System Evaluation and design. D. Environmental Engineering, including, site investigation and design needed to prepare remediation plans to mitigate underground storage tanks, hazardous waste materials and asbestos materials. E. Traffic Engineering Services will include daily volume counts, data analysis, preparation of conceptual improvements plan, present reports and recommendations to stakeholders and preparation of final traffic engineering report. F. Architectural Services to provide drawings and specifications for new constructions as well as additions and renovations; attend meetings with City staff and presentations to City Commission; provide plans developed on AutoCAD latest version and copies of reproducible hard copy and diskette of plans in the requested format. G. Landscape Architecture including providing drawings and specifications for landscape projects; site master planning, analysis and design, urban design plans/concept diagrams, open space planning, analysis and design; community planning, analysis and design; natural resource planning analysis and design; Parks design; renderings /modeling; provide plans developed on AutoCAD latest version and copies of reproducible hard copy and diskette of plans in the requested format. H. Registered Surveying and Mapping Other incidental services associated to the above items. Page 2 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 2.2 Design & Construction - Basic Services The Basic Services, for design and construction, consist of six (6) phases described in Paragraph 2.2.1 through 2.2.6. The scope outlined below is applicable in its entirety to projects for which completed Basic Services are authorized. Upon authorization to proceed from the CITY, the CONSULTANT agrees to provide complete professional services for any portion or all of the six Phases outlined below applicable to its profession. The CONSULTANT agrees to co- ordinate its effort with that of any other providers of professional services to assure a coordinated and complete WORK. In a multi - professionally consulted project, the lead CONSULTANT, as designated by the CITY, shall prepare the final bid package including bid documents and specifications, which shall be prepared by, and be the responsibility of the respective disciplines. 2.2.1 Phase 1- Preliminary and Schematic Design: A. The CONSULTANT shall confer with representatives of the CITY and the end user to determine the full scope of the Project that will meet the program requirements, and shall advise the CITY if, in the CONSULTANT'S opinion, the allocated funds are adequate to accomplish the program requirements, as defined by an individual purchase order for the specific work to be performed. B. The CONSULTANT shall use proper and adequate design control to assure the CITY that the program requirements will be met. C. The CONSULTANT shall prepare a Design Concept and Schematic Report, comprising of the Project Timetable (Master Schedule), Planning Summary (unless advised otherwise), Schematic Design Studies (unless advised otherwise) as defined below, and the Statement of Probable Construction Cost. D. The Proposed Project Timetable shall consist of a schedule showing the proposed completion date on each Phase of the Project through design, bidding, construction, and proposed date of completion. E. The Planning Summary (unless advised otherwise) shall consist of a vicinity plan and blow- up of the Site (if applicable) showing Project orientation, and a brief summary of all pertinent planning criteria used for the Project. F. The Schematic Design Studies (unless advised otherwise) shall consist of all plans, elevations, sections, etc. as required to show the scale and relationship of the parts and the design concept of the whole. A simple perspective sketch, rendering, model or photograph thereof may be provided to further show the design concept. G. The CONSULTANT shall present the Schematic design studies to the appropriate commission, committee, agency or board (hereinafter collectively referred to as "Boards ") for their approval when the project requires such approval. The Consultant shall make copies necessary for presentation to the Board at no additional cost to City. H. The CONSULTANT shall present the schematic design studies to all the appropriate utility companies (such as FPL, Southern Bell, Dynamic Cable, MDWASA, etc.) for any conflict with their utilities. Page 3 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) The Statement of Probable Construction Cost shall include estimated cost of the Project including fixed equipment, professional fees, contingencies (if any), escalation factors adjusted to the estimated bid date, movable estimate (if any), and utility service extensions (if applicable). The CONSULTANT'S opinions of probable Total Project Costs and Construction Cost are to be made on the basis of the CONSULTANT'S experience and qualifications and represent CONSULTANT'S best judgment as an experienced and qualified professional, familiar with the local construction industry and prices. J. The CONSULTANT shall submit and present two (2) copies of all documents required under this Phase, without additional charge, for approval by the CITY and it shall not proceed with the next Phase until directed by the CITY in writing. 2.2.2 Phase II — Study and Design Development: A. From the approved Schematic Design documents, the CONSULTANT shall prepare Design Development Documents, comprising the drawings, outline specifications and other documents to fix and describe the size and character of the entire Project as to construction and finish materials and other items incidental thereto as may be appropriate and applicable. B. The Design Development Documents shall comprise the Proposed Project Timetable (updated), Outline Specifications, Updated Statement of Probable Construction Cost, and Design Development Drawings, etc., as required to clearly delineate the Project. If the Updated Statement of Probable Construction Cost exceeds the allocated funds, feasible cost or scope reduction options shall be included. C. The CONSULTANT shall submit and present two (2) sets of all documents required under this Phase, without additional charge, for approval by the CITY and not proceed with the next Phase until directed by the CITY in writing. D. The CONSULTANT shall at all times monitor the Probable Construction Costs to make certain they remain within the total allocated budget. A Notice to Proceed to Phase III will not be issued if the latest statement of Probable Construction Cost exceeds the total allocated funds. 2.2.3 Phase III — Final Design / Construction Documents Development: A. From the approved Design Development Documents, the CONSULTANT shall prepare Final Construction Documents setting forth in detail the requirements for the construction of the Project including the Proposal (Bid) Form and other necessary information for bidders, Conditions of the Contract, and Complete Drawings and Specifications. The CONSULTANT shall use Construction Specifications Institute (CSI) Standards and the City of South Miami Standard forms for the preparation of the proposal (bid) forms, Instructions to Bidders, conditions of Contract and Specifications. The CONSULTANT shall review all existing City Specifications, for completeness prior to use and shall supply all needed additional specifications. The final draft of the construction documents shall meet the requirements of and be approved by the City Attorney. B. The Construction Documents shall be prepared in a manner that will assure clarity of line work, notes, and dimensions when the documents are reduced to 50% of their size. All drawings shall be on 24" x 36" paper ( "D" size), on the CITY's standard sheet format, unless Page 4 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) approved otherwise. C. All construction documents shall be submitted in both "hard copy" and electronic media in a mutually agreed upon electronic format, but generally as follows: 1. Non - drawing submittals in Microsoft Office Word format. 2. Drawings in AutoCAD format. 3. GIS files should be in ArcView format Version 3.2. D. When the development of the drawings has progressed to at least 50% completion in Phase III, the CONSULTANT shall submit two (2) copies to the CITY for approval, without additional charge, along with updated outline specifications. The CONSULTANT shall also submit at this time an updated Statement of Probable Construction cost as indicated by time factor, changes in requirements, or general market conditions and an updated Project Schedule. E. The CONSULTANT shall not proceed with the further development until approval of the documents is received from the CITY in writing. The CONSULTANT shall make all changes to documents required by the CITY before proceeding further. A set of the revised documents shall be returned to the CITY after incorporating all of the changes, if any. F. A Notice to Proceed for the completion of Phase III will not be issued if the latest Statement of Probable Construction Cost exceeds the total allocated funds, unless the CITY increases the total allocated funds or the CONSULTANT and the CITY agrees on methods of cost reductions sufficient to enable construction within the project budget. G. Upon 100% completion of the Construction Documents, the CONSULTANT shall submit to the CITY a final, updated Statement of Probable Construction Cost along with two (2) copies each of the final draft of all drawings, specifications, reports, programs, etc., without additional charge, for a final review and comments or approvals. H. The CONSULTANT shall make all the necessary presentations to the appropriate CITY Boards which would be normally required of any construction project (such as Environmental Review Board, Historical Preservation Board etc.) for the final approval. The CONSULTANT at no extra cost to the CITY shall make all required changes or additions and resolve all questions resulting from Board review (see paragraph H) if the changes or additions do not alter the scope of the project as determined under paragraph 2.2.1 A. The 100% complete final Construction Documents shall be returned to the CITY for final approval. Upon final approval by the CITY, the CONSULTANT shall furnish to the CITY a minimum of 30 sets of drawings and specifications, without additional charge to the CITY for bidding purposes, unless instructed otherwise. J. The CONSULTANT shall arrange for "dry runs" and /or make final submissions to appropriate authorities (regulatory agencies to include and not limited to City, County, State or Federal) as necessary, to ascertain that the Construction Documents meet the necessary requirements to obtain all the necessary permits for construction. The CONSULTANT shall respond to all technical questions from regulatory agencies. The CONSULTANT shall modify, at no additional cost to CITY, in order to acquire the necessary permits. Page 5 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 2.2.4 Phase IV - Bidding and Negotiation Phase: A. Upon obtaining all necessary approvals of the Construction Documents, and approval by the CITY of the latest Statement of Probable Construction Cost, the CONSULTANT shall furnish the drawings and specifications as indicated above for bidding, and assist the CITY in obtaining bids as well as awarding and preparing construction contracts. The CONSULTANT shall attend all pre -bid conferences. The CONSULTANT shall be present during the bid opening and as part of its assistance to the CITY will tally, evaluate and issue a recommendation to the CITY after verifying bond, insurance documents, questionnaire and reference submitted by the constructor. B. The CONSULTANT shall issue Addenda to the Construction Documents through the CITY as appropriate to clarify, correct or change Bid Documents. C. If Pre - Qualification of bidders is required as set forth in the Request for Qualification, the CONSULTANT shall assist City in developing qualification criteria, review qualifications of prospective bidders, and recommend acceptance or rejection of the prospective bidders. D. If the lowest responsible Base Bid received exceeds the Total Allocated Funds the CITY may: I . Approve the increase in Project Cost and award a construction contract or, 2. reject all bids and rebid the Project within a reasonable time with no change in the Project, or 3. Direct the CONSULTANT to revise the Project scope or quality, or both, as approved by the CITY and rebid the Project, or 4. Suspend or abandon the Project, or S. Exercise all options under the City Charter and State Law. NOTE: Under item (2) and (3) above, the CONSULTANT shall, without additional compensation, assist the CITY in obtaining re -bids, and awarding the re -bid of the project. Under item (3) above, the CONSULTANT shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the Total Allocated Funds when the lowest responsible bid is over I S of the _ CONSULTANT estimate. All construction contracts must be approved by the City Commission after the City awards the contract for commission approval. E. For the purpose of payment to the CONSULTANT, the Bidding Phase will terminate and the services of the CONSULTANT will be considered complete upon signing of an AGREEMENT with a Contractor. Rejection of bids by the CITY does not constitute cancellation of the project. 2.2.5 Phase V — General Administration of the Construction Contract: A. The Construction Phase will begin with the City Commission approval of the award of the Construction Contract and will end when the Contractor's final Payment Certificate is approved and paid by the CITY. B. The CONSULTANT, as the representative of the CITY during the Construction Phase, shall advise and consult with the CITY and shall have authority to act on behalf of the CITY Page 6 of 31 Professional Service AGREEMENT - Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) to the extent provided in the General Conditions and as modified in the Supplementary Conditions of the Construction Contract. C. The CONSULTANT shall attend pre - construction meetings.. D. The CONSULTANT shall at all times have access to the project wherever it is in preparation or progress. E. The CONSULTANT shall visit the site at least weekly and at all key construction events to ascertain the progress of the Project and to determine in general if the WORK is proceeding in accordance with the Contract Documents. On the basis of on -site observations, the CONSULTANT will use reasonable and customary care to guard the CITY against defects and deficiencies in the WORK. The CONSULTANT may be required to provide continuous daily on -site observations to check the quality or quantity of the WORK as set forth in this AGREEMENT and defined by the Scope of WORK issued for the individual project. On the basis of the on -site observations, the CONSULTANT will advise the CITY as to the progress of and any observed defects and deficiencies in the WORK immediately in writing. F. The CONSULTANT shall furnish the CITY with a written report of all observations of the WORK made by him during each visit to the WORK. He shall also note the general status and progress of the WORK, and shall submit same in a timely manner. The CONSULTANT shall ascertain at least monthly that the Contractor is making timely, accurate, and complete notations on record drawings. G. Based on observations at the site and on the Contractor's Payment Certificate, the CONSULTANT shall determine the amount due the Contractor on account and he shall recommend approval of the Certificate in such amounts. The recommendation of approval of a Payment Certificate shall constitute a representation by the CONSULTANT to the CITY that, the CONSULTANT certifies to the CITY that the WORK has progressed to the point indicated, and the quality of the WORK is in accordance with the Contract Documents subject to: I. An evaluation of the WORK for conformance with the Contract Documents upon substantial completion. 2. The results of any subsequent tests required by the Contract Documents. 3. Minor deviations from the Contract Documents correctable prior to completion and acceptance of the project. H. The CONSULTANT shall have an affirmative duty to recommend rejection of WORK, which does not conform to the Contract Documents. Whenever, in its reasonable opinion, the CONSULTANT considers it necessary or advisable to insure compliance with the Contract Documents, it will have authority (with the City's prior approval) to recommend special inspections or testing of any WORK deemed not to be in accordance with the Contract Documents whether or not such WORK has been fabricated and delivered to the Project, or installed and completed. The CONSULTANT shall promptly review and approve shop drawings, samples, and other submissions of the Contractor for conformance with the design concept of the Project and for compliance with the Contract Documents. Changes or substitutions to the Contract Documents shall not be authorized without concurrence with the CITY. Page 7 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, G M 6- 18 -13) J. The CONSULTANT shall review and recommend action on proposed Change Orders initiated by others, and initiate proposed change orders as required by its own observations or the requirement of the CITY. K. The CONSULTANT shall examine the WORK upon receipt of the Contractor's Certificate of Substantial Completion of the Project. A Punch List of any defects and discrepancies in the WORK required to be corrected by the Contractor shall be prepared by the CONSULTANT in conjunction with representatives of the CITY and satisfactory performance obtained before the CONSULTANT recommends execution of Certificate of Final Acceptance and final payment to the Contractor. He shall obtain from the Contractor all warranties, guarantees, operating and maintenance manuals for equipment, releases of lien and such other documents and certificates as may be required by applicable codes, laws, policy regulations, the specifications and the other Contract Documents and deliver them to the CITY. L. The CONSULTANT shall provide assistance in obtaining Contractors compliance with the Contract Documents relative to, 1) initial instruction of CITY personnel in the operation and maintenance of any equipment or system, 2) initial start -up and testing, adjusting and balancing of equipment and systems, and, 3) final clean -up of the project. M. The CONSULTANT shall provide the contractor with three sets of drawings labeled "Construction Plans" for permit from Public Works. 2.2.6 Phase VI - Post Construction Administration A. The CONSULTANT shall prepare and provide the CITY with a written manual, to be used by the CITY, outlining the implementation plan of all the required maintenance necessary to keep the proposed WORK operational in a safe and effective manner. B. The CONSULTANT shall furnish to the CITY, reproducible record (as- built) drawings updated based on information furnished by the Contractor; such drawings shall become the property of the CITY. C. The CONSULTANT shall assist in the inspection of the WORK one month before the expiration of any guarantee period or the sixth month whichever is earlier and report any defective WORK in the Project under terms of the guarantee/warranties for correction. The CONSULTANT shall assist the CITY with the administration of guarantee/warranties for correction of defective WORK that may be discovered during the said period. D. The CONSULTANT shall furnish the City with a 3 -ring binder labeled "Close -out Documents" that will include, as a minimum, a copy of. • Certificates of completion • As- Builts (1/2 size) • Test Results • Daily construction inspection reports • Progress meeting minutes • Approved shop drawings Page 8 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) • Warranty manuals as applicable • Final release of liens • Final payment to contractor 2.3 Additional Professional Services Additional Services as listed below are normally considered to be beyond the scope of the Basic Services for design and construction, as defined in this AGREEMENT, but which are additional services which may be authorized within the Scope of Work given the CONSULTANT. A. Special analysis of the CITY'S needs, and special programming requirements for a project. B. Financial feasibility, life cycle costing or other special studies. C. Planning surveys, site evaluations, or comparative studies of prospective sites. D. Design services relative to future facilities, systems and equipment, which are not intended to be constructed as part of a specific Project. E. Services to investigate existing conditions (excluding utilities) or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by the CITY. Professional detailed Estimates of Construction Cost consisting of quantity surveys itemizing all material, equipment and labor required for a Project. G. Consultation concerning replacement of any WORK damaged by fire or other cause during construction, and furnishing professional services of the type set forth in Basic Services as may be required relative to replacement of such WORK, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. H. Professional services made necessary by the default of the Contractor or by major defects in the WORK under the Construction Contract, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. Making major revisions changing the Scope of a project, to drawings and specifications when such revisions are inconsistent with written approvals or instruction previously given by the CITY and are due to causes beyond the control of the CONSULTANT. (Major revisions are defined as those changing the Scope and arrangement of spaces and /or scheme or any portion). The services of one or more full -time Project Representatives. K. Preparing to serve or serving as an expert witness in connection with any arbitration proceeding or legal proceeding in connection with a Project. L. Professional services required after approval by the CITY or the Contractor's Requisition for Final Payment, except as otherwise required under Basic Services. M. Preparing supporting data, drawings, and specifications as may be required for Change Orders Page 9 of 31 Professional Service AGREEMENT - Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) affecting the scope of a Project provided the Changes are due to causes found by the CITY to be beyond the control of the CONSULTANT. 3.0 Time for Completion The services to be rendered by the CONSULTANT for any WORK shall be commenced upon written Notice to Proceed from the CITY subsequent to the execution of this AGREEMENT and shall be completed within the time based on reasonable determination, stated in the said Notice to Proceed. A reasonable extension of time will be granted in the event there is a delay on the part of the CITY in fulfilling its part of the AGREEMENT, change of scope of work or should any other events beyond the control of the CONSULTANT render performance of his duties impossible. 4.0 Basis of Compensation The CONSULTANT agrees to negotiate a "not to exceed" fee or a fixed sum fee for each of the WORK assigned to him based on the Scope of such WORK. Upon AGREEMENT of a fee, the CITY will issue a written authorization to proceed to the CONSULTANT. In case of emergency, the CITY reserves the right to issue oral authorization to the CONSULTANT, with the understanding that written confirmation will follow immediately thereafter as possible. For reproduction of plans and specifications, beyond the requirements as identified under this AGREEMENT the CITY will pay the direct costs. The fees for Professional Services for each Project shall be determined by one of the following methods or a combination thereof, as mutually agreed upon by the CITY and the CONSULTANT. A fixed sum: The fee for a task or a scope of work may be a fixed sum as mutually agreed upon by the CITY and the CONSULTANT: Hourly rate fee: The CITY agrees to pay, and the CONSULTANT agrees to accept, for the services rendered pursuant to this AGREEMENT, fees in accordance with the following: CategorK Principal Project Manager Senior Engineer Engineer Construction Manager Construction Inspection Senior Draftsman/Technical /CADD Operator Draftsmen Data Processing / Clerical Project Engineer Designer Environmental Scientist Traffic Engineer Hourly rates will include all wages, benefits, overhead and profit. Page 10 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Hourly Rate 195.00 171.00 182.00 85.00 151.00 71.00 85.00 52.00 50.00 104.00 97.00 110.00 168.00 5.0 Payment and Partial Payments The CITY will make monthly payments or partial payments to the CONSULTANT for all authorized WORK performed during the previous calendar month. For design and construction projects where fee for each phase is not specified, such payment shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each phase: • 15% upon completion and approval of Phase I. • 35% upon completion and approval of Phase II. • 55% upon submittal and approval of 50% complete drawings and outline specifications of Phase III. • 75% upon 100% completion and approval of Phases III and IV. • 90% upon completion of the Project and approval of all WORK Phase V). • 100% upon final completion and approval of WORK elements A and B of Phase VI. The CONSULTANT shall submit an original invoice to the City's project representative for each payment certifying the percentage of the WORK completed by the CONSULTANT. The amount of the invoices submitted shall be the amount due for all WORK performed to date, as certified by the CONSULTANT. The request for payment shall include the following information: • Project Name and CONSULTANT's Name. • Total Contract amount (CONSULTANT's lump sum negotiated), if applicable. • Percent of work completed. • Amount earned. • Amount previously billed. • Due this invoice. • Balance remaining. • Summary of work done this billing period. • Invoice number and date. • CONSULTANT's W -9 Upon request by the CITY the CONSULTANT shall provide the CITY with certified payroll data for the WORK reflecting salaries and hourly rates. 6.0 Right of Decisions All services shall be performed by the CONSULTANT to the satisfaction of the CITY's representative, who shall decide all questions, difficulties and disputes of whatever nature which may arise under or by reason of this AGREEMENT, the prosecution and fulfillment of the services, and the character, quality, amount and value and the representative's decisions upon all claims, questions, and disputes shall be final, conclusive and binding upon the parties unless such determination is clearly arbitrary or unreasonable. In the event that the CONSULTANT does not concur in the judgment of the representative as to any decisions made by him, he shall present his written objections to the City Manager and shall abide by the decision of the City Manager. Nothing .in this section shall mean to deny the right to arbitrate, by either party, in accordance with the appropriate Arbitration Rules of the American Arbitration Association. Page I I of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 7.0 Ownership of Documents All reports and reproducible plans, and other data developed by the CONSULTANT for the purpose of this AGREEMENT shall become the property of the CITY without restriction or limitation in connection with the owner's use and occupancy of the project. Reuse of these documents without written AGREEMENT from the CONSULTANT shall be the CITY'S sole risk and without liability and legal exposure to the CONSULTANT. When each individual section of the WORK under this AGREEMENT is complete all of the above applicable data shall be delivered to the CITY. 8.0 Court Appearances. Conferences and Hearings Nothing in this contract shall obligate the CONSULTANT to prepare for or appear in litigation on behalf of the CITY without additional compensation except for any dispute arising out of this contract unless the CONSULTANT or its employee is subpoenaed to testify as a fact witness. The amount of such compensation for expert preparation and testimony or consultation shall be mutually agreed upon and be subject to a supplemental AGREEMENT approved by the City Commissioners and upon receipt of written authorization from the CITY prior to performance of a court appearance and conference. The CONSULTANT shall confer with the CITY at any time during construction of the improvement contemplated as to interpretation of plans, correction of errors and omissions and preparation of any necessary plan thereof to correct such errors and omissions or clarify without added compensation. 9.0 Notices Any notices, reports or other written communications from the CONSULTANT to the CITY shall be considered delivered when received by the CITY. Any notices, reports or other communications from the CITY to the CONSULTANT shall be considered delivered when received by the CONSULTANT or its authorized representative. 10.0 Audit Rights The CITY reserves the right to audit the records of the CONSULTANT related to this AGREEMENT at any time during the execution of the WORK and for a period of one year after final payment is made. This provision is applicable only to projects that are on a time and cost basis. 11.0 Subletting The CONSULTANT shall not sublet, assign, or transfer any WORK under this AGREEMENT without the prior written consent of the CITY. 12.0 Warran 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 contract and that he has not paid or agreed to pay any company or person other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage fee, gifts or any other considerations contingent upon or resulting from the award or making of this contract For breach or violation of this warranty, the CITY shall have the right to annul this contract without liability. Page 12 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 13.0 Termination of AGREEMENT It is expressly understood and agreed that the CITY may terminate this AGREEEMENT without penalty by declining to issue Notice to Proceed authorizing WORK, in which event the CITY'S sole obligation to the CONSULTANT shall be payment for the WORK previously authorized and performed in accordance with the provisions of this AGREEMENT, such payment to be determined on the basis of the WORK performed by the CONSULTANT up to the time of termination. Upon termination, the CITY shall be entitled to a refund of any monies paid for any period of time subsequent to date of termination for which no work was performed. 14.0 Duration of AGREEMENT This AGREEMENT is for a time period of three (3) years, commencing upon approval and execution of AGREEMENT. This AGREEMENT shall. remain in force until .the actual completion of performance of a given project awarded to the CONSULTANT,. or unless otherwise terminated by the CITY. 15.0 Renewal Option This AGREEMENT may be. renewed, at the sole discretion of the CITY, for an additional period not to exceed a total contract period, including renewals, of one (1) year. 16.0 Default In the event either party fails to comply with the provisions of this AGREEMENT, the aggrieved party may declare the other party in default and notify him in writing. In such event, the CONSULTANT will only be compensated for any completed professional services. In the event partial payment has been made for such professional services not completed, the CONSULTANT shall return such sums. to "the CITY within ten (10) days after notice that said sums are due. In the event of any litigation between the parties arising out of or relating in any way to this AGREEMENT or a breach thereof, each party shall bear its own costs and legal fees. 17.0 Insurance and Indemnification The CONSULTANT shall maintain during the term of this AGREEMENT the insurance as set forth in "Attachment A, Insurance and Indemnification" to this AGREEMENT. Page 13 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 18.0 AGREEMENT Not Exclusive Nothing in this AGREEMENT shall prevent the CITY from employing other CONSULTANTS to perform the same or similar services. 19.0 Codes. Ordinances and Laws The CONSULTANT agrees to abide and be governed by all duly promulgated and published municipal, County, state and federal codes, ordinances, rules, regulations and laws in effect at the time of design which have a direct bearing on the WORK involved on this project. The CONSULTANT is required to complete and sign all affidavits, including Public Entity Crimes Affidavit form (attached) pursuant to FS 287.133(3) (a), as required by the Request for Qualifications applicable to this AGREEMENT. 20.0 Taxes CONSULTANT shall be responsible for all payments of federal, state, and /or local taxes related to the Operations, inclusive of sales tax if applicable. 21.0 Drug Free Workplace CONSULTANT shall comply with the Drug Free Workplace policy set forth in attachment # two which is made a part of this AGREEMENT by reference. 22.0 Independent Contractor CONSULTANT is an independent entity under this AGREEMENT and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the parties. 23.0 Duties and Responsibilities CONSULTANT agrees to provide its services during the term of this AGREEMENT in accordance with all applicable laws, rules, regulations, and health and safety standards of the federal, state, and City, which may be applicable to the service being provided. 24.0 Licenses and Certifications CONSULTANT shall secure all necessary business and professional licenses at its sole expense prior to executing the AGREEMENT. 25.0 Entirety of AGREEMENT This writing embodies the entire AGREEMENT and understanding between the parties hereto, and there are no other AGREEMENTS and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of this AGREEMENT shall be valid unless made in Page 14 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) writing and signed by both parties hereto, and approved by the City Commissioner if required by municipal ordinance or charter. 26.0 1 u Trial CITY and CONSULTANT knowingly, irrevocably voluntarily and intentionally waive any right either may have to a trial by jury in State or Federal Court proceedings in respect to any action, proceeding, lawsuit or counterclaim arising out of the Contract Documents or the performance of the Work thereunder. 27.0 Validity of Executed Copies This AGREEMENT may be executed in several counterparts, each of which may be construed as an original. 28.0 Rules of Interpretation Throughout this AGREEMENT the male pronoun may be substituted for female and neuter and the singular words substituted for plural and plural words substituted for singular wherever applicable. 29.0 SeverabiliV If any term or provision of this AGREEMENT or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this AGREEMENT, or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this AGREEMENT shall be valid and enforceable to the fullest extent permitted by law. 30.0 Non - Waiver CITY and CONSULTANT agree that no failure to exercise and no delay in exercising any right, power or privilege under this AGREEMENT on the part of either party shall operate as a waiver of any right, power, or privilege under this AGREEMENT. No waiver of this AGREEMENT, in whole or part, including the provisions of this paragraph, may be implied by any act or omission and will only be valid and enforceable if in writing and duly executed by each of the parties to this AGREEMENT. Any waiver of any term, condition or provision of this AGREEMENT will not constitute a waiver of any other term, condition or provision hereof, nor will a waiver of any breach of any term, condition or provision constitute a waiver of any subsequent or succeeding breach. 31.0 No Discrimination No action shall be taken by the CONSULTANT which would discriminate against any person on the basis of race, creed, color, national origin, religion, sex, familial status, ethnicity, sexual orientation or disability. The CONSULTANT shall comply with the Americans with Disabilities Act 32.0 Equal Employment In accordance with Federal, State and Local law, the CONSULTANT shall not discriminate against any employee or applicant for employment because of race, color, ethnicity, religion, sex, sexual orientation, national origin or handicap. The CONSULTANT shall comply with all aspects of the Americans with Disabilities Act (ADA) during the performance of this contract. Page IS of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 33.0 Governing Laws This AGREEMENT and the performance of services hereunder will be governed by the laws of the State of Florida, with exclusive venue for the resolution of any dispute being a court of competent jurisdiction in Miami -Dade County, Florida. 34.0 Effective Date This AGREEMENT shall not become effective and binding until it has been executed by both parties hereto and the effective date shall be the date of its execution by the last party so executing it. 35.0 Third Party Bengficiarx It is specifically understood and agreed that no other person or entity shall be a third party beneficiary hereunder, and that none of provisions of this AGREEMENT shall be for the benefit of or be enforceable by anyone other than the parties hereto, and that only the parties hereto shall have any rights hereunder. 36.0 Further Assurances The parties hereto agree to execute any and all other and further documents as might be reasonably necessary in order to ratify, confirm, and effectuate the intent and purposes of the AGREEMENT. 37.0 Time of Essence Time is of the essence of this AGREEMENT. 38.0 Interpretation This AGREEMENT shall not be construed more strongly against either party hereto, regardless of who was more responsible for its preparation. 39.0 Force Majeure Neither party hereto shall be in default of its failure to perform its obligations under this AGREEMENT if caused by acts of God, civil commotion, strikes, labor disputes, or governmental demands or requirements that could not be reasonably anticipated and the effects avoided or mitigated. Each party shall notify the other of any such occurrence. 40.0 Notices Whenever notice shall be required or permitted herein, it shall be delivered by hand delivery, e-mail, facsimile transmission or certified mail, with return receipt requested and shall be deemed delivered on the date shown on the delivery confirmation or if by certified mail, the date on the return receipt or the date shown as the date same was refused or unclaimed. Notices shall be delivered to the following individuals or entities at the addresses (including e-mail) or facsimile transmission numbers set forth below: To CITY: City Manager, S%e %/ev, $ D (aL- 6130 Sunset Dr. South Miami, FL 33143 Fax: —.4 -), 3 ° &S t($- Page 16 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) With copies by U.S. mail to: To CONSULTANT: E- mail: 5Ale,)(Ar'Gep(�P,5004�M16y-elvt„ 0✓ City Attorney, Thomas Pepe, Esquire 6130 Sunset Dr. South Miami, FL 33143 Fax: (305) 341 -0584 E -mail: tpepe @southmiamifl.gov IN WITNESS WHEREOF, this AGREEMENT is accepted on the date first above written subject to the terms and conditions set forth herein. WITNESSES _ CONTRACTOR R I.s -Belo r & Cofiibany, Inc. Signature: TION: Clerk A as to Signature: Name: Title: OV Sigi Legality and Exec e Robert J. Behar, P.E. President/CEO Page 17 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Attachment A Insurance and Indemnification Page 18 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Insurance and Indemnification I. Insurance and Indemnification Without limiting its liability, the proposing firm shall be required to procure and maintain at its own expense during the life of the Contract, insurance of the types and in the minimum amounts stated below as will protect the proposing firm, from claims which may arise out of or result from the proposing firm's execution of a contract with the City of South Miami for Performance Based Audits, whether such execution by the firm or by any sub - consultant, or by anyone directly or indirectly employed by any of them or by anyone for whose acts any of them may be liable. The CONSULTANT shall not commence work on this AGREEMENT until he has obtained all insurance required by the CITY. The CONSULTANT shall indemnify and save the CITY harmless from any and all damages, claims, liability, losses and causes of actions of any kind or nature arising out of a negligent error, omission, or act of the CONSULTANT, its agents, representatives, employees, Sub - Contractor, or assigns, incident to arising out of or resulting from the performance of the CONSULTANT'S professional services under this AGREEMENT. The CONSULTANT shall pay all claims and losses of any kind or nature whatsoever, in connection therewith, including the CITY's attorney's fees and expenses in the defense of any action in law or equity brought against the CITY arising from the negligent error, omission, or act of the CONSULTANT, its agents, representatives, employees, Sub - Contractor, or assigns, incident to, arising out of or resulting from the performance of the CONSULTANT'S professional services under this AGREEMENT. The CONSULTANT agrees and recognizes that the CITY shall not be held liable or responsible for any claims, including the costs and expenses of defending such claims which may result from or arise out of actions or omissions of the CONSULTANT, its agents, representatives, employees, Sub - Contractors, sub - contractors, or assigns. In reviewing, approving or rejecting any submissions or acts of the CONSULTANT, the CITY in no way assumes or shares responsibility or liability of the CONSULTANTS, Sub - Contractors, their agents or assigns. The CONSULTANT shall maintain during the term of this AGREEMENT the following insurance: A. Professional Liability Insurance on a Florida approved form in the amount of $1,000,000 with deductible per claim if any, not to exceed 5% of the limit of liability providing for all sums which the CONSULTANT shall become legally obligated to pay as damages for claims arising out of the services or work performed by the CONSULTANT its agents, representatives, Sub - Contractors or assigns, or by any person employed or retained by him in connection with this AGREEMENT. This insurance shall be maintained for four years Insurance and Indemnification July 25, 2012 after completion of the construction and acceptance of any Project covered by this AGREEMENT. However, the CONSULTANT may purchase Specific Project Professional Liability Insurance, in the amount and under the terms specified above, which is also acceptable. B. Comprehensive general liability insurance with broad form endorsement, on a Florida approved form including automobile liability, completed operations and products liability, contractual liability, severability of interest with cross liability provision, and personal injury and property damage liability with limits of $1,000,000 combined single limit per occurrence and $2,000,000 aggregate, including: a. Personal Injury: $1,000,000; b. Medical Insurance $25,000 per person; Page 19 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) c. Property Damage: $500,000 each occurrence; d. Automobile Liability: $1,000,000 each accident/occurrence. C. Umbrella Commercial General Liability insurance on a Florida approved form with the same coverage as the primary insurance policy but in the amount of $1,000,000 per claim. The CITY must be named as additional "named" insured for all except Workers' Compensation and Professional Liability Insurance, and reflect the indemnification and hold harmless provision contained herein. Policy must specify whether it is primary or excess /umbrella coverage. The CITY must receive 10 days advance written notice of any policy modification and 30 days advance written notice of cancellation, including cancellation for non - payment of premiums. All insurance must remain in full force and effect for the duration of the contract period with the CITY. The CONSULTANT must provide not only a "certified copy" of the Binder but also the Policy itself with the name, address and phone number of the agent and agency procuring the insurance. D. Workman's Compensation Insurance in compliance with Chapter 440, Florida Statutes, as presently written or hereafter amended. E. The policies shall contain waiver of subrogation against the CITY where applicable, shall expressly provide that such policy or policies are primary over any other collective insurance that the CITY may have. The CITY reserves the right at any time to request a copy of the required policies for review. All policies shall contain a "severability of interest" or "cross liability" clause without obligation for premium payment of the CITY. F. All of the above insurance required to be provided by the CONSULTANT is to be placed with BEST rated A -8 (A -VIII) or better insurance companies, qualified to do business under the laws of the State of Florida on approved Florida forms. The CONSULTANT shall furnish certified copies of all "Binders" or certificates of insurance to the CITY prior to the commencement of operations, which "Binders" or certificates shall clearly indicate that the CONSULTANT has obtained insurance in the type, amount, and classification as required for strict compliance with this Section and that no reduction in limits by endorsement during the policy term, or cancellation of this insurance shall be effective without thirty (30) days prior written notice to the CITY. Compliance with the foregoing requirements shall not relieve the CONSULTANT of his liability and obligations under this Section or under any other portion of this AGREEMENT. CONSULTANT agrees to supply copies of certificates of insurance to the CITY verifying the above - mentioned insurance coverage. CONSULTANT agrees to list the CITY as an Additional Insured of the CONSULTANT's General liability insurance and shall provide the CITY quarterly reports concerning any and all claims. Page 20 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Exhibit 2 "Affidavits and Forms" (Respondents must complete and submit with their proposal.) Page 21 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) EXHIBIT 2 AFFIDAVITS AND FORMS SUBMISSION REQUIREMENTS Respondent's Sworn Statement under Section 287.1 33(3)(A), Florida Statutes, on Attachment #1 "Public Entity Crimes and Conflicts of Interest Affidavit," shall be completed and provided with the proposal submittal. Neither the CONSULTANT, nor any of his /her /its employees shall be permitted to represent any client before the Commission or any Committee, department or agency of the CITY, and shall agree not to undertake any other private representation which might create a conflict of interest with the CITY. The CONSULTANT may not represent any Commission member, individually, or, any member of their family or any business in which the Commission member of their family has an interest. 3. All proposals received will be considered public records. The CITY will consider all quotations using such criteria as the Commission or City Manager may adopt at either of their sole discretion. The CONSULTANT selected will be required to enter into a formal AGREEMENT with the CITY in a form satisfactory to the CITY, prior to the execution of which the CITY shall reserve all rights, including the right to change its selection. 4. Respondent's Attachment #2 "Drug Free Workplace" form shall be completed and provided with the proposal submittal. 5. Respondent's Attachment #3 "No Conflict of Interest Non Collusion Affidavit," shall be completed and provided with the proposal submittal. 6. Respondent's Attachment #4 "Acknowledgement and Conformance with OSHA Standards," shall be completed and provided with the proposal submittal. 7. Respondent's Attachment #5 "Related Party Transaction Verification Form" shall be completed and provided with the proposal submittal. Page 22 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #1 PUBLIC ENTITY CRIMES AND CONFLICTS OF INTEREST Pursuant to the provisions of Paragraph (2) (a) of Section 287.133, Florida State Statutes - "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a Bid on a Contract to provide any goods or services to a public entity, may not submit a Bid on a Contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded to perform work as a Contractor, supplier, Subcontractor, or Consultant under a Contract with any public entity, and may not transact business with any public entity in excess of the threshold amount Category Two of Section 287.017, Florida Statutes, for thirty six (36) months from the date of being placed on the convicted vendor list ". The award of any contract hereunder is subject to the provisions of Chapter 1 12, Florida State Statutes. The CONSULTANT must disclose the name of any officer, director, partner, associate or agent who is also an officer or employee of the City of South Miami or its agencies. SWORN STATEMENT PURSUANT TO SECTION 287.133 (3)(a), FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. I. This sworn statement is submitted to City of South Miami [print name of the public entity] by Robert J. Behar, P.E., President/CEO [print individual's name and title] for R.-J. Behar & Company, Inc. (print name of entity submitting sworn statement] whose business address is 6861 SW 196th Avenue Suite 302 Pembroke Pines, Florida 33332 and (if applicable) its Federal Employer Identification Number (FEIN) is 65- 0954070 (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement: ) 2. 1 understand that a "public entity crime" as defined in Paragraph 287.133 (1 )(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, including, but not limited to , any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3. 1 understand that "convicted" or "conviction" as defined in Paragraph 287.133 (1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an Page 23 of 31 Professional Service AGREEMENT - Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July I, 1989, as a result of a jury verdict, non -jury trial, or entry of a plea of guilty or nolo contender. 4. 1 understand that an "affiliate" as defined in Paragraph 287.133 (1 )(a), Florida Statutes, means: (a) A predecessor or successor of a person convicted of a public entity crime; or (b) An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in any person, or a pooling of equipment or income among persons when not for fair market value under an arm's length AGREEMENT, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. 1 understand that a "person" as defined in Paragraph 287.133 (1 )(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services led by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. 6. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. [Indicate which statement applies.] X Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July I, 1989. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July I, 1989. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent of July I, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. [Attach a copy of the final order.] I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY INDENTIFIED IN PARAGRAPH I (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY, AND THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR Page 24 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES, FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. - �-k [signature] Sworn to and subscribed before me this (a day of, 20 1 Personally known or Produced identification Notary Public - State of F (o-� (Type of identification) My commission expires (Printed, typed or stamped commissioned name of notary public) o�,,Y.y� LMMIo #EE MY COMMISSION #EE880400 EXPIRES: MAY 13, 2017 Bandedthmu9h 1st State Insurance Page 25 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #2 "DRUG FREE WORKPLACE" Whenever two or more Bids which are equal with respect to price, quality and service are received by the State or by any political subdivisions for the procurement of commodities or contractual services, a Bid received from a business that certifies that it has implemented a drug -free workplace program shall be given preference in the award process. Established procedures for processing tie Bids will be followed if none of the tied vendors have a drug -free workplace program. In order to have a drug -free workplace program, a business shall: 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such Prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under Bid a copy of the statement specified in Subsection (1). 4. In the statement specified in Subsection (1), notify the employees, that, as a condition of working on the commodities or contractual services that are under Bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contender to, any violation of Chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. S. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program, if such is available in the employee's community, by any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. PROPOSER's Signature: -° Print Name: _Robert J. Behar, P.E., President/CEO Date: 6, - 04-13 Page 26 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #3 "NO CONFLICT OF INTEREST /NON COLLUSION AFFIDAVIT" Submitted this day of 20 The undersigned, as CONSULTANT, declares that the only persons interested in this AGREEMENT are named herein; that no other person has any interest in this AGREEMENT; That this response is made without connection or arrangement with any other person; and that this response is in every respect fair and made in good faith, without collusion or fraud. The CONSULTANT agrees if this response /submission is accepted, to execute an appropriate CITY document for the purpose of establishing a formal contractual relationship between the CONSULTANT and the CITY, for the performance of all requirements to which the response /submission pertains. The full -names and residences of persons and firms interested in the foregoing bid /proposal, as principals, are as follows: Robert I. Behar. P.E.. President/CEO, 12090 SW 26th Court. Davie. Florida 33330 l an H. Vazquez, P.E., Vice President, 13390 SW 26th Street, Davie, Florida 33325 The CONSULTANT further certifies that this response /submission complies with section 4(c) of the Charter of the City of South Miami, Florida. That, to the best of its knowledge and belief, no commissioner, Mayor or other officer or employee of the CITY has an interest directly or indirectly in the profits or emoluments of the Cron t, job, w r or service to which the response /submission pertains. Signature: Printed Name: Robert J. Behar, P.E. Title: President/CEO Telephone: 954 - 680 -7771 Company Name: R. J. Behar & Company, Inc. NOTARY PUBLIC: STATE OF Lam' COUNTY OF ��6',,OO, +--& Page 27 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) The foregoing instrument was acknowledged before me this day of �:� _ .20 by name of person whose signature is being notarized) who is Personally known or Personal identification SEAL LI7ANNA KADIR > * MY COMMISSION #EE880400 EXPIRES: MAY 13, 2017 { " An Bonded through 1 st State Insurance NZ Page 28 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Type of Identification Produced Did take an oath, or Did Not take an oath. Lizanna Kadir 6k�j� (Name of Notary Public: Print, Stamp or type as commissioned.) ATTACHMENT #4 "ACKNOWLEDGEMENT AND CONFORMANCE WITH OSHA STANDARDS" TO THE CITY OF SOUTH MIAMI We, R. J. Behar & Company, Inc. , (Name of Contractor), hereby acknowledge and agree that as CONSULTANT, as specified have the sole responsibility for compliance with all the requirements of the Federal Occupational Safety and Health Act of 1970, and all State and local safety and health regulations, and agree to indemnify and hold harmless the City of South Miami against any and all liability, claims, damages, losses and expenses they may incur due to the failure of (subcontractor's names): to comply with such act or regulation. CONTRACTOR r BY: Robert. Behar, P.E. Name President/CEO Title Page 29 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 2 /- , Witness ATTACHMENT #5 "RELATED PARTY TRANSACTION VERIFICATION FORM" I, Robert J. Behar, individually and on behalf of R.I. Behar & Company, Inc. ( "Firm ") [Name of Representative] [Company]VendorlEntity] have read the City of South Miami (CITY)'s Code of Ethics, Section 8A- I of the CITY's Code of Ordinances and I hereby certify, under penalty of perjury that to the best of my knowledge, information and belief: I. Neither I nor the Firm have any conflict of interest (as defined in section 8A -1) with regard to the contract or business that I, and /or the Firm, am (are) about to perform for, or to transact with, the CITY, and 2. Neither I nor any employees, officers, directors of the Firm, nor anyone who has a financial interest greater than 5% in the Firm, has any relative(s), as defined in section 8A -I, who is an employee of the CITY or who is(are) an appointed or elected official of the CITY, or who is(are) a member of any public body created by the City Commission, i.e., a board or committee of the CITY, and Neither I nor the Firm, nor anyone who has a financial interest greater than 5% in the Firm, nor any member of those persons' immediate family (i.e., spouse, parents, children, brothers and sisters) has transacted or entered into any contract(s) with the CITY or has a financial interest, direct or indirect, in any business being transacted with the CITY, or with any person or agency acting for the CITY, other than as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be Signed under oath). 4. No elected and /or appointed official or employee of the City of Miami, or any of their immediate family members (Le., spouse, parents, children, brothers and sisters) has a financially interest, directly or indirectly, in the contract between you and /or your Firm and the CITY other than the following individuals whose interest is set forth following their names: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). The names of all CITY employees and that of all elected and /or appointed CITY officials or board members, who own, directly or indirectly, an interest of five percent (5%) or more of the total assets of capital stock in the firm are as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). 5. 1 and the Firm further agree not to use or attempt to use any knowledge, property or resource which may come to us through our position of trust, or through our performance of our duties under the terms of the contract with the CITY, to secure a special privilege, benefit, or exemption for ourselves, or others. We agree that we may not disclose or use information, not available to members of the general public, for our personal gain or benefit or for the personal gain or benefit of any other person or business entity, outside of the normal gain or benefit anticipated through the performance of the contract. Page 30 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 6. 1 and the Firm hereby acknowledge that we have not contracted or transacted any business with the CITY or any person or agency acting for the CITY, and that we have not appeared in representation of any third party before any board, commission or agency of the CITY within the past two years other than as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). Neither I nor any employees, officers, or directors of the Firm, nor any of their immediate family (i.e., as a spouse, son, daughter, parent, brother or Sister) is related by blood or marriage to: (i) any member of the City Commission; (ii) any CITY employee; or (iii) any member of any board or agency of the CITY other than as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). 7. No other Firm, nor any officers or directors of that Other Firm or anyone who has a financial interest greater than 5% in that Other Firm, nor any member of those persons' immediate family (i.e., spouse, parents, children, brothers and sisters) nor any of my immediate family members (hereinafter referred to as "Related Parties ") has responded to a solicitation by the CITY in which I or the Firm that I represent or anyone who has a financial interest greater than 5% in the Firm, or any member of those persons' immediate family (Le. spouse, parents, children, brothers and sisters) have also responded, other than the following: , (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). 8. 1 and the Firm agree that we are obligated to supplement this Verification Form and inform the CITY of any change in circumstances that would change our answers to this document. Specifically, after the opening of any responses to a solicitation, I and the Firm have an obligation to supplement this Verification Form with the name of all Related Parties who have also responded to the same solicitation and to disclose the relationship of those parties to me and the Firm. 9. A violation of the CITY's Ethics Code, the giving of any false information or the failure to supplement this Verification Form, may subject me or the Firm to immediate termination of any AGREEMENT with the CITY, and the imposition of the maximum fine and /or any penalties allowed by law. Additionally, violations may be considered by and subject to action by the Miami -Dade County Commission on Ethics. Under penalty of perjury, I declare that I have made a diligent effort to investigate the matters to which am attesting hereinabove and that the star - is made hereinabove are true and correct to the best of my knowledge, information and -Fief. f. Signature: Print Name & Title: Robert J. Behar, P.E, President/CEO Date: ( — Z 41-13 ATTACHED: Sec. 8A- I - Conflict of interest and code of ethics ordinance. Page 31 of 31 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) (' t '- 19%7 } f 3 R i V PROFESSIONAL SERVICE AGREEMENT General Traffic and Transportation Engineering Services THIS AGREEMENT made and entered into this 14th day of June, 2013 by and between the CITY OF SOUTH MIAMI, a political subdivision of the State of Florida and T. Y. LIN INTERNATIONAL H. J. ROSS authorized to do business in the• State of Florida, hereinafter referred to as the "CONSULTANT'. In consideration of the premises and the mutual covenants contained in this AGREEMENT, the CITY OF SOUTH, MIAMI, through its City Manager, agrees to employ the CONSULTANT for a period ending on [NJ (p, 2016, and the CONSULTANT agrees to be available, continuing basis, to perform professional services in connection with project(s) where the basic estimated construction costs of each individual project does not exceed $2,000,000.00 or where the individual study does not exceed $200,000.00, herein after called the "SERVICES ". 1.0 General Provisions 1.1 The CONSULTANT may be awarded work and issued a Notice to Proceed to provide professional services for a project, for a portion of a project, or for discrete tasks on a project Additional Professional Services, for the purpose of reviewing work performed by other professional . consultants or for other miscellaneous engineering services that may be required. 1.2 A Notice to Proceed will be issued on an as needed basis at the sole discretion of the City Manager, or his designee, hereinafter referred to as "CITY ". The City of South Miami reserves, at all times, the right to perform any and all engineering work in -house or with'other engineers. This AGREEMENT does not confer on the CONSULTANT any exclusive rights to perform work on behalf of the City of South Miami, nor does it obligate the City of South Miami in any manner to guarantee work for the CONSULTANT. The CONSULTANT may submit proposals for any professional services for which proposals may be publicly solicited by the City of South Miami outside of this AGREEMENT. 1.3 The CITY will confer with the CONSULTANT before any Notice to Proceed is issued to discuss the scope of the work; the time needed to complete the WORK and the fee for the services to be rendered in connection with the WORK. 1.4 The CONSULTANT will submit a proposal upon the CITY'S request prior to the issuance of a Notice to Proceed. No payment will be made for the CONSULTANT'S time and services in connection with the preparation of any proposal. 1.5 The CITY agrees that it will furnish to the CONSULTANT plans and other data available in the CITY files pertaining to the WORK to be performed under this AGREEMENT promptly after each Notice to Proceed. - 1.6 The CONSULTANT agrees to produce and distribute minutes, promptly after each meeting at which the CONSULTANT'S presence is required. Professional Service AGREEMENT Tpepe @12- 31- 12(Revised SK 4 -3 -13, GM 6 -8 -13) 1.7 The CITY may designate a representative who, on behalf of the City Manager shall examine the documents submitted by the CONSULTANT and shall render decisions promptly, to avoid unreasonable delay in the progress of the CONSULTANT'S services. The CONSULTANT shall keep the CITY'S representative advised on the project status at all times. 1.8 The CITY agrees to issue all directives and approval in writing. 2.0 Professional Services 2.1 General Services The professional services to be provided by the consultant may be one or more of the following, and include but not limited to: A. Roadway Engineering to include streets, sidewalk, curb, gutter, drainage, associated traffic control devices, stripping, lighting, irrigation, speed reduction devices and residential landscaping. B. Drainage Design includes the necessary analysis needed to implement proposed drainage improvements, preparation of paving and drainage plan for municipal building and facilities. C. Civil Engineering, to include Distribution Systems Improvement / Analysis and design and Sanitary Sewer System Evaluation and design. D. Environmental Engineering, including, site investigation and design needed to prepare remediation plans to mitigate underground storage tanks, hazardous waste materials and asbestos materials. E. Traffic Engineering Services will include daily volume counts, data analysis, preparation of conceptual improvements plan, present reports and recommendations to stakeholders and preparation of final traffic engineering report. F. Architectural Services to provide drawings and specifications for new constructions as well as additions and renovations; attend meetings with City staff and presentations to City Commission; provide plans developed on AutoCAD latest version and copies of reproducible hard copy and diskette of plans in the requested format. G. Landscape Architecture including providing drawings and specifications for landscape projects; site master planning, analysis and design, urban design plans /concept diagrams, open space planning, analysis and design; community planning, analysis and design; natural resource planning analysis and design; Parks design; renderings /modeling; provide plans developed on AutoCAD latest version and copies of reproducible hard copy and diskette of plans in the requested format. H. Registered Surveying and Mapping Other incidental services associated to the above items. Professional Service AGREEMENT Tpepe @12- 31- 12(Revised SK 4 -3 -13, GM 6 -8 -13) 2.2 Design & Construction - Basic Services The Basic Services, for design and construction, consist of six (6) phases described in Paragraph 2.2.1 through 2.2.6. The scope outlined below is applicable in its entirety to projects for which completed Basic Services are authorized. Upon authorization to proceed from the CITY, the CONSULTANT agrees to provide complete professional services for any portion or all of the six Phases outlined below applicable to its profession. The CONSULTANT agrees to co- ordinate its effort with that of any other providers of professional services to assure a coordinated and complete WORK. In a multi - professionally consulted project, the lead CONSULTANT, as designated by the CITY, shall prepare the final bid package including bid documents and specifications, which shall be prepared by, and be the responsibility of the respective disciplines. 2.2.1 Phase I- Preliminary and Schematic Design: A. The CONSULTANT shall confer with representatives of the CITY and the end user to determine the full scope of the Project that will meet the program requirements, and shall advise the CITY if, in the CONSULTANT'S opinion, the allocated funds are adequate to accomplish the program requirements, as defined by an individual purchase order for the specific work to be performed. B. The CONSULTANT shall use proper and adequate design control to assure the CITY that the program requirements will be met. C. The CONSULTANT shall prepare a Design Concept and Schematic Report, comprising of the Project Timetable (Master Schedule), Planning Summary (unless advised otherwise), Schematic Design Studies (unless advised otherwise) as defined below, and the Statement of Probable Construction Cost. D. The Proposed Project Timetable shall consist of a schedule showing the proposed completion date on each Phase of the Project through design, bidding, construction, and proposed date of completion. E. The Planning Summary (unless advised otherwise) shall consist of a vicinity plan and blow- up of the Site (if applicable) showing Project orientation, and a brief summary of all pertinent planning criteria used for the Project. F. The Schematic Design Studies (unless advised otherwise) shall consist of all plans, elevations, sections, etc. as required to show the scale and relationship of the parts and the design concept of the whole. A simple perspective sketch, rendering, model or photograph thereof may be provided to further show the design concept. G. The CONSULTANT shall present the Schematic design studies to the appropriate commission, committee, agency or board (hereinafter collectively referred to as "Boards ") for their approval when the project requires such approval. The Consultant shall make copies necessary for presentation to the Board at no additional cost to City. H. The CONSULTANT shall present the schematic design studies to all the appropriate utility companies (such as FPL, Southern Bell, Dynamic Cable, MDWASA, etc.) for any conflict with their utilities. Professional Service AGREEMENT Tpepe @12- 31- 12(Revised SK 4 -3 -13, GM 6 -8 -13) The Statement of Probable Construction Cost shall include estimated cost of the Project including fixed equipment, professional fees, contingencies (if any), escalation factors adjusted to the estimated bid date, movable estimate (if any), and utility service extensions (if applicable). The CONSULTANT'S opinions of probable Total Project Costs and Construction Cost are to be made on the basis of the CONSULTANT'S experience and qualifications and represent CONSULTANT'S best judgment as an experienced and qualified professional, familiar with the local construction industry and prices. The CONSULTANT shall submit and present two (2) copies of all documents required under this Phase, without additional charge, for approval by the CITY and it shall not proceed with the next Phase until directed by the CITY in writing. 2.2.2 Phase Il — Study and Design Development: A. From the approved Schematic Design documents, the CONSULTANT shall prepare Design Development Documents, comprising the drawings, outline specifications and other documents to fix and describe the size and character of the entire Project as to construction and finish materials and other items incidental thereto as may be appropriate and applicable. B. The Design Development Documents shall comprise the Proposed Project Timetable (updated), Outline Specifications, Updated Statement of Probable Construction Cost, and Design Development Drawings, etc., as required to clearly delineate the Project. If the Updated Statement of Probable Construction Cost exceeds the allocated funds, feasible cost or scope reduction options shall be included. C. The CONSULTANT shall submit and present two (2) sets of all documents required under this Phase, without additional charge, for approval by the CITY and not proceed with the next Phase until directed by the CITY in writing. D. The CONSULTANT shall at all times monitor the Probable Construction Costs to make certain they remain within the total allocated budget. A Notice to Proceed to Phase III will not be issued if the latest statement of Probable Construction Cost exceeds the total allocated funds. 2.2.3 Phase 111 — Final Design / Construction Documents Development: A. From the approved Design Development Documents, the CONSULTANT shall prepare Final Construction Documents setting forth in detail the requirements for the construction of the Project including the Proposal (Bid) Form and other necessary information for bidders, Conditions of the Contract, and Complete Drawings and Specifications. The CONSULTANT shall use Construction Specifications Institute (CSI) Standards and the City of South Miami Standard forms for the preparation of the proposal (bid) forms, Instructions to Bidders, conditions of Contract and Specifications. The CONSULTANT shall review all existing City Specifications, for completeness prior to use and shall supply all needed additional specifications. The final draft of the construction documents shall meet the requirements of and be approved by the City Attorney. B. The Construction Documents shall be prepared in a manner that will assure clarity of line work, notes, and dimensions when the documents are reduced to 50% of their size. All drawings shall be on 24" x 36" paper ( "D" size), on the CITY's standard sheet format, unless approved otherwise. Professional Service AGREEMENT Tpepe @12- 31- 12(Revised SK 4 -3 -13, GM 6 -8 -13) 1�: 4, C. All construction documents shall be submitted in both "hard copy" and electronic media in a mutually agreed upon electronic format, but generally as follows: I . Non - drawing submittals in Microsoft Office Word format. 2. Drawings in AutoCAD format. 3. GIS files should be in ArcView format Version 3.2. D. When the development of the drawings has progressed to at least 50% completion in Phase III, the CONSULTANT shall submit two (2) copies to the CITY for approval, without additional charge, along with updated outline specifications. The CONSULTANT shall also submit at this time an updated Statement of Probable Construction cost as indicated by time factor, changes in requirements, or general market conditions and an updated Project Schedule. E. The CONSULTANT shall not proceed with the further development until approval of the documents is received from the CITY in writing. The CONSULTANT shall make all changes to documents required by the CITY before proceeding further. A set of the revised documents shall be returned to the CITY after incorporating all of the changes, if any. F. A Notice to Proceed for the completion of Phase III will not be issued if the latest Statement of Probable Construction Cost exceeds the total allocated funds, unless the CITY increases the total allocated funds or the CONSULTANT and the CITY agrees on methods of cost reductions sufficient to enable construction within the project budget. G. Upon 100% completion of the Construction Documents, the CONSULTANT shall submit to the CITY a final, updated Statement of Probable Construction Cost along with two (2) copies each of the final draft of all drawings, specifications, reports, programs, etc., without additional charge, for a final review and comments or approvals. H. The CONSULTANT shall make all the necessary presentations to the appropriate CITY Boards which would be normally required of any construction project (such as Environmental Review Board, Historical Preservation Board etc.) for the final approval. I. The CONSULTANT at no extra cost to the CITY shall make all required changes or additions and resolve all questions resulting from Board review (see paragraph H) if the changes or additions do not alter the scope of the project as determined under paragraph 2.2.1 A. The 100% complete final Construction Documents shall be returned to the CITY for final approval. Upon final approval by the CITY, the CONSULTANT shall furnish to the CITY drawings and specifications, without additional charge to the CITY for bidding purposes, unless instructed otherwise. ). The CONSULTANT shall arrange for "dry runs" and /or make final submissions to appropriate authorities (regulatory agencies to include and not limited to City, County, State or Federal) as necessary, to ascertain that the Construction Documents meet the necessary requirements to obtain all the necessary permits for construction. The CONSULTANT shall respond to all technical questions from regulatory agencies. The CONSULTANT shall modify, at no additional cost to CITY, in order to acquire the necessary permits. 2.2.4 Phase IV - Bidding and Negotiation Phase: Professional Service AGREEMENT Tpepe @12- 31- 12(Revised SK 4 -3 -13, GM 6 -8 -13) A. Upon obtaining all necessary approvals of the Construction Documents, and approval by the CITY of the latest Statement of Probable Construction Cost, the CONSULTANT shall furnish the drawings and specifications as indicated above for bidding, and assist the CITY in obtaining bids as well as awarding and preparing construction contracts. The CONSULTANT shall attend all pre -bid conferences. The CONSULTANT shall be present during the bid opening and as part of its assistance to the CITY will tally, evaluate and issue a recommendation to the CITY after verifying bond, insurance documents, questionnaire and reference submitted by the constructor. B. The CONSULTANT shall issue Addenda to the Construction Documents through the CITY as appropriate to clarify, correct or change Bid Documents. C. If Pre - Qualification of bidders is required as set forth in the Request for Qualification, the CONSULTANT shall assist City in developing qualification criteria, review qualifications of prospective bidders, and recommend acceptance or rejection of the prospective bidders. D. If the lowest responsible Base Bid received exceeds the Total Allocated Funds the CITY may: 1. Approve the increase in Project Cost and award a construction contract or, 2. Reject all bids and rebid the Project within a reasonable time with no change in the Project, or 3. Direct the CONSULTANT to revise the Project scope or quality, or both, as approved by the CITY and rebid the Project, or 4. Suspend or abandon the Project, or 5. Exercise all options under the City Charter and State Law. NOTE: Under item (2) and (3) above, the CONSULTANT shall, without additional compensation, assist the CITY in obtaining re -bids, and awarding the re -bid of the project. Under item (3) above, the CONSULTANT shall, without additional compensation modify the Construction Documents as necessary to bring the Probable Construction Cost within the Total Allocated Funds when the lowest responsible bid is over 15% of the CONSULTANT estimate. All construction contracts must be approved by the City Commission after the City awards the contract for commission - approval. E. For the purpose of payment to the CONSULTANT, the Bidding Phase will terminate and the services of the CONSULTANT will be considered complete upon signing of an AGREEMENT with a Contractor. Rejection of bids by the CITY does not constitute cancellation of the project. 2.2.5 Phase V — General Administration of the Construction Contract: A. The Construction Phase will begin with the City Commission approval of the award of the Construction Contract and will end when the Contractor's final Payment Certificate is approved and paid by the CITY. B. The CONSULTANT, as the representative of the CITY during the Construction Phase, shall advise and consult with the CITY and shall have authority to act on behalf of the CITY to the extent provided in the General Conditions and as modified in the Supplementary Conditions of the Construction Contract. Professional Service AGREEMENT Tpepe @12- 31- 12(Revised SK 4 -3 -13, GM 6 -8 -13) C. The CONSULTANT shall attend pre - construction meetings. D. The CONSULTANT shall at all times have access to the project wherever it is in preparation or progress. E. The CONSULTANT shall visit the site at least weekly and at all key construction events to ascertain the progress of the Project and to determine in general if the WORK is proceeding in accordance with the Contract Documents. On the basis of on -site observations, the CONSULTANT will use reasonable and customary care to guard the CITY against defects and deficiencies in the WORK. The CONSULTANT may be required to provide continuous daily on -site observations to check the quality or quantity of the WORK as set forth in this AGREEMENT and defined by the Scope of WORK issued for the individual project. On the basis of the on -site observations, the CONSULTANT will advise the CITY as to the progress of and any observed defects and deficiencies in the WORK immediately in writing. F. The CONSULTANT shall furnish the CITY with a written report of all observations of the WORK made by him during each visit to the WORK. He shall also note the general status and progress of the WORK, and shall submit same in a timely manner. The CONSULTANT shall ascertain at least monthly that the Contractor is making timely, accurate, and complete notations on record drawings. G. Based on observations at the site and on the Contractor's Payment Certificate, the CONSULTANT shall determine the amount due the Contractor on account and he shall recommend approval of the Certificate in such amounts. The recommendation of approval of a Payment Certificate shall constitute a representation by the CONSULTANT to the CITY that, the CONSULTANT certifies to the CITY that the WORK has progressed to the point indicated, and the quality of the WORK is in accordance with the Contract Documents subject to: An evaluation of the WORK for conformance with the Contract Documents upon substantial completion. The results of any subsequent tests required by the Contract Documents. Minor deviations from the Contract Documents correctable -prior to completion and acceptance of the project. H. The CONSULTANT shall have an affirmative duty to recommend rejection of WORK, which does not conform to the Contract Documents. Whenever, in its reasonable opinion, the CONSULTANT considers it necessary or advisable to insure compliance with the Contract Documents, it will have authority (with the City's prior approval) to recommend special inspections or testing of any WORK deemed not to be in accordance with the Contract Documents whether or not such WORK has been fabricated and delivered to the Project, or installed and completed. The CONSULTANT shall promptly review and approve shop drawings, samples, and other submissions of the Contractor for conformance with the design concept of the Project and for compliance with the Contract Documents. Changes or substitutions to the Contract Documents shall not be authorized without concurrence with the CITY. Professional Service AGREEMENT Tpepe @12- 31- 12(Revised SK 4 -3 -13, GM 6 -8 -13) The CONSULTANT shall review and recommend action on proposed Change Orders initiated by others, and initiate proposed change orders as required by its own observations or the requirement of the CITY. K. The CONSULTANT shall examine the WORK upon receipt of the Contractor's Certificate of Substantial Completion of the Project. A Punch List of any defects and discrepancies in the WORK required to be corrected by the Contractor shall be prepared by the CONSULTANT in conjunction with representatives of the CITY and satisfactory performance obtained before the CONSULTANT recommends execution of Certificate of Final Acceptance and final payment to the Contractor. He shall obtain from the Contractor all warranties, guarantees, operating and maintenance manuals for equipment, releases of lien and such other documents and certificates as may be required by applicable codes, laws, policy regulations, the specifications and the other Contract Documents and deliver them to the CITY. L. The CONSULTANT shall provide assistance in obtaining Contractor's compliance with the Contract Documents relative to, 1) initial instruction of CITY personnel in the operation and maintenance of any equipment or system, 2) initial start -up and testing, adjusting and balancing of equipment and systems, and, 3) final clean -up of the project. M. The CONSULTANT shall provide the contractor with three sets of drawings labeled "Construction Plans" for permit from Public Works. 2.2.6 Phase VI - Post Construction Administration A. The CONSULTANT shall prepare and provide the CITY with a written manual, to be used by the CITY, outlining the implementation plan of all the required maintenance necessary to keep the proposed WORK operational in a safe and effective manner. B. The CONSULTANT shall furnish to the CITY, reproducible record (as- built) drawings updated based on information furnished by the Contractor: such drawings shall become the property of the CITY. C. The CONSULTANT shall assist in the inspection of the WORK one month _before the expiration of any guarantee period or the sixth month whichever is earlier and report any defective WORK in the Project under terms of the guarantee/warranties for correction. The CONSULTANT shall assist the CITY with the administration of guarantee/warranties for correction of defective WORK that may be discovered during the said period. D. The CONSULTANT shall furnish the City with a 3 -ring binder labeled "Close -out Documents" that will include, as a minimum, a copy of: • Certificates of completion • As- Builts (1/2 size) • Test Results • Daily construction inspection reports • Progress meeting minutes • Approved shop drawings • Warranty manuals as applicable • Final release of liens • Final payment to contractor Professional Service AGREEMENT Tpepe @12- 31- 12(Revised SK 4 -3 -13, GM 6 -8 -13) 2.3 Additional Professional Services Additional Services as listed below are normally considered to be beyond the scope of the Basic Services for design and construction, as defined in this AGREEMENT, but which are additional services which may be authorized within the Scope of Work given the CONSULTANT. A. Special analysis of the CITY'S needs, and special programming requirements for a project. B. Financial feasibility, life cycle costing or other special studies. C. Planning surveys, site evaluations, or comparative studies of prospective sites. D. Design services relative to future facilities, systems and equipment, which are not intended to be constructed as part of a specific Project. E. Services to investigate existing conditions (excluding utilities) or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by the CITY. F. Professional detailed Estimates of Construction Cost consisting of quantity surveys itemizing all material, equipment and labor required for a Project. G. Consultation concerning replacement of any WORK damaged by fire or other cause during construction, and furnishing professional services of the type set forth in Basic Services as may be required relative to replacement of such WORK, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. H. Professional services made necessary by the default of the Contractor or by major defects in the WORK under the Construction Contract, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. Making major revisions changing the Scope of a project, to drawings and specifications when such revisions are inconsistent with written approvals or instruction previously given by the CITY and are due to causes beyond the control of the CONSULTANT. (Major revisions are defined as those changing the Scope and arrangement of spaces and /or scheme or any portion). J. The services of one or more full -time Project Representatives. K. Preparing to serve or serving as an expert witness in. connection with any arbitration proceeding or legal proceeding in connection with a Project. L. Professional services required after approval by the CITY or the Contractor's Requisition for Final Payment, except as otherwise required under Basic Services. M. Preparing supporting data, drawings, and specifications as may be required for Change Orders affecting the scope of a Project provided the Changes are due to causes found by the CITY to be beyond the control of the CONSULTANT. 3.0 Time for Completion Professional Service AGREEMENT Tpepe @12- 31- 12(Revised SK 4 -3 -13, GM 6 -8 -13) The services to be rendered by the CONSULTANT for any WORK shall be commenced upon written Notice to Proceed from the CITY subsequent to the execution of this AGREEMENT and shall be completed within the time based on reasonable determination, stated in the said Notice to Proceed. A reasonable extension of time will be granted in the event there is a delay on the part of the CITY in fulfilling its part of the AGREEMENT, change of scope of work or should any other events beyond the control of the CONSULTANT render performance of his duties impossible. 4.0 Basis of Compensation The CONSULTANT agrees to negotiate a "not to exceed" fee or a fixed sum fee for each of the WORK assigned to him based on the Scope of such WORK. Upon AGREEMENT of a fee, the CITY will issue a written authorization to proceed to the CONSULTANT. In case of emergency, the CITY reserves the right to issue oral authorization to the CONSULTANT, with the understanding that written confirmation will follow immediately thereafter as possible. For reproduction of plans and specifications, beyond the requirements as identified under this AGREEMENT the CITY will pay the direct costs. The fees for Professional Services for each Project shall be determined by one of the following methods or a combination thereof, as mutually agreed upon by the CITY and the CONSULTANT. A fixed sum: The fee for a task or a scope of work may be a fixed sum as mutually agreed upon by the CITY and the CONSULTANT: Hourly rate fee: The CITY agrees to pay, and the CONSULTANT agrees to accept, for the services rendered pursuant to this AGREEMENT, fees in accordance with the following: Categorx Principal Project Manager Senior Engineer Engineer Construction Manager Construction Inspection Senior Draftsman /Technical /CADD Operator Draftsmen Hourly Rate $165.00 $150.00 $125.00 $110.00 $140.00 $100.00 $90.00 $70.00 Data Processing / Clerical $50.00 Hourly rates will include all wages, benefits, overh ead and profit. 5.0 Payment and Partial Payments The CITY will make monthly payments or partial payments to the CONSULTANT for all authorized WORK performed during the previous calendar month. For design and construction projects where fee for each phase is not specified, such payment shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each phase: • 15% upon completion and approval of Phase I. • 35% upon completion and approval of Phase II. 0 55% upon submittal and approval of 50% complete drawings and outline specifications of Phase III. Professional Service AGREEMENT Tpepe @12- 31- 12(Revised SK 4 -3 -13, GM 6 -8 -13) k • 75% upon 100% completion and approval of Phases III and IV. • 90% upon completion of the Project and approval of all WORK Phase V). • 100% upon final completion and approval of WORK elements A and B of Phase VI. The CONSULTANT shall submit an original invoice to the City's project representative for each payment certifying the percentage of the WORK completed by the CONSULTANT. The amount of the invoices submitted shall be the amount due for all WORK performed to date, as certified by the CONSULTANT. The request for payment shall include the following information: • Project Name and CONSULTANT's Name. • Total Contract amount (CONSULTANT's lump sum negotiated), if applicable. • Percent of work completed. • Amount earned. • Amount previously billed. • Due this invoice. • Balance remaining. • Summary of work done this billing period. • Invoice number and date. • CONSULTANT's W -9 Upon request by the CITY the CONSULTANT shall provide the CITY with certified payroll data for the WORK reflecting salaries and hourly rates. 6.0 Right of Decisions All services shall be performed by the CONSULTANT to the reasonable satisfaction of the CITY's representative, who shall decide all questions, difficulties and disputes of whatever nature which may arise under or by reason of this AGREEMENT, the prosecution and fulfillment of the services, and the character, quality, amount and value and the representative's decisions upon all claims, questions, and disputes shall be final, conclusive and binding upon the parties unless such determination is clearly arbitrary or unreasonable. In the event that the CONSULTANT does not concur in the judgment of the representative as to any decisions made by him, he shall present his written objections to the City Manager and shall abide by the decision of the City Manager. Nothing in this section shall mean to deny the right to arbitrate, by either party, in accordance with the appropriate Arbitration Rules of the American Arbitration Association. 7.0 Ownership of Documents All reports and reproducible plans, and other data developed by the CONSULTANT for the purpose of this AGREEMENT shall become the property of the CITY without restriction or limitation in connection with the owner's use and occupancy of the project. Reuse of these documents without written AGREEMENT from the CONSULTANT shall be the CITY'S sole risk and without liability and legal exposure to the CONSULTANT. When each individual section of the WORK under this AGREEMENT is complete all of the above applicable data shall be delivered to the CITY. 8.0 Court Appearances. Conferences and Hearings Professional Service AGREEMENT Tpepe @12- 31- 12(Revised SK 4 -3 -13, GM 6 -8 -13) Nothing in this contract shall obligate the CONSULTANT to prepare for or appear in litigation on behalf of the CITY without additional compensation except for any dispute arising out of this contract unless the CONSULTANT or its employee is subpoenaed to testify as a fact witness. The amount of such compensation for expert preparation and testimony or consultation shall be mutually agreed upon and be subject to a supplemental AGREEMENT approved by the City Commissioners and upon receipt of written authorization from the CITY prior to performance of a court appearance and conference. The CONSULTANT shall confer with the CITY at any time during construction of the improvement contemplated as to interpretation of plans, correction of errors and omissions and preparation of any necessary plan thereof to correct such errors and omissions or clarify without added compensation. 9.0 Notices Any notices, reports or other written communications from the CONSULTANT to the CITY shall be considered delivered when received by the CITY. Any notices, reports or other communications from the CITY to the CONSULTANT shall be considered delivered when received by the CONSULTANT or its authorized representative. 10.0 Audit Rights The CITY reserves the right to audit the records of the CONSULTANT related to this AGREEMENT at any time during the execution of the WORK and for a period of one year after final payment is made. This provision is applicable only to projects that are on a time and cost basis. 11.0 Subletting The CONSULTANT shall not sublet, assign, or transfer any WORK under this AGREEMENT without the prior written consent of the CITY. 12.0 Warranty 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 contract and that he has not paid or agreed to pay any company or person other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage fee, gifts or any other considerations contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the CITY shall have the right to annul this contract without liability. 13.0 Termination of AGREEMENT It is expressly understood and agreed that the CITY may terminate this AGREEEMENT without penalty by declining to issue Notice to Proceed authorizing WORK, in which event the CITY'S sole obligation to the CONSULTANT shall be payment for the WORK previously authorized and performed in accordance with the provisions of this AGREEMENT, such payment to be determined on the basis of the WORK performed by the CONSULTANT up to the time of termination. Upon termination, the CITY shall be entitled to a refund of any monies paid for any period of time subsequent to date of termination for which no work was performed. Professional Service AGREEMENT Tpepe @12- 31- 12(Revised SK 4 -3 -13, GM 6 -8 -13) 14.0 Duration of AGREEMENT This AGREEMENT is for a time period of three (3) years, commencing upon approval and execution of AGREEMENT. This AGREEMENT shall remain in force until the actual completion of performance of a given project awarded to the CONSULTANT, or unless otherwise terminated by the CITY. 15.0 Renewal Option This AGREEMENT may be renewed, at the sole discretion of the CITY, for an additional period not to exceed a total contract period, including renewals, of one (1) year. 16.0 Default In the event either party fails to comply with the provisions of this AGREEMENT, the aggrieved parry may declare the other party in default and notify him in writing. In such event, the CONSULTANT will only be compensated for any completed professional services. In the event partial payment has been made for such professional services not completed, the CONSULTANT shall return such sums to the CITY within ten (10) days after notice that said sums are due. In the event of any litigation between the parties arising out of or relating in any way to this AGREEMENT or a breach thereof, each party shall bear its own costs and legal fees. 17.0 Insurance and Indemnification The CONSULTANT shall maintain during the term of this AGREEMENT the insurance as set forth in "Attachment A. Insurance and Indemnification" to this AGREEMENT. 18.0 AGREEMENT Not Exclusive Nothing in this AGREEMENT shall prevent the CITY from employing other CONSULTANTS to perform the same or similar services. 19.0 Codes Ordinances and Laws The CONSULTANT agrees to abide and be governed by all duly promulgated and published municipal, County, state and federal codes, ordinances, rules, regulations and laws in effect at the time of design which have a direct bearing on the WORK involved on this project. The CONSULTANT is required to complete and sign all affidavits, including Public Entity Crimes Affidavit form (attached) pursuant to FS 287.133(3) (a), as required by the Request for Qualifications applicable to this AGREEMENT. 20.0 Taxes CONSULTANT shall be responsible for all payments of federal, state, and /or local taxes related to the Operations, inclusive of sales tax if applicable. 21.0 Drug Free Workplace CONSULTANT shall comply with the Drug Free Workplace policy set forth in attachment # two which is made a part of this AGREEMENT by reference. Professional Service AGREEMENT Tpepe @12- 31- 12(Revised SK 4 -3 -13, GM 6 -8 -13) 22.0 Independent Contractor CONSULTANT is an independent entity under this AGREEMENT and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the parties. 23.0 Duties and Responsibilities CONSULTANT agrees to provide its services during the term of this AGREEMENT in accordance with all applicable laws, rules, regulations, and health and safety standards of the federal, state, and City, which may be applicable to the service being provided. 24.0 Licenses and Certifications CONSULTANT shall secure all necessary business and professional licenses at its sole expense prior to executing the AGREEMENT. 25.0 Entirety of AGREEMENT This writing embodies the entire AGREEMENT and understanding between the parties hereto, and there are no other AGREEMENTS and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of this AGREEMENT shall be valid unless made in writing and signed by both parties hereto, and approved by the City Commissioner if required by municipal ordinance or charter. 26.0 1 u Trial CITY and CONSULTANT knowingly, irrevocably voluntarily and intentionally waive any right either may have to a trial by jury in State or Federal Court proceedings in respect to any action, proceeding, lawsuit or counterclaim arising out of the Contract Documents or the performance of the Work thereunder. 27.0 Validity of Executed Copies This AGREEMENT may be executed in several counterparts, each of which may be construed as an original. 28.0 Rules of Interpretation Throughout this AGREEMENT the male pronoun may be substituted for female and neuter and the singular words substituted for plural and plural words substituted for singular wherever applicable. 29.0 Severability If any term or provision of this AGREEMENT or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this AGREEMENT, or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this AGREEMENT shall be valid and enforceable to the fullest extent permitted by law. Professional Service AGREEMENT Tpepe @12- 31- 12(Revised SK 4 -3 -13, GM 6 -8 -13) 30.0 Non - Waiver CITY and CONSULTANT agree that no failure to exercise and no delay in exercising any right, power or privilege under this AGREEMENT on the part of either parry shall operate as a waiver of any right, power, or privilege under this AGREEMENT. No waiver of this AGREEMENT, in whole or part, including the provisions of this paragraph, may be implied by any act or omission and will only be valid and enforceable if in writing and duly executed by each of the parties to this AGREEMENT. Any waiver of any term, condition or provision of this AGREEMENT will not constitute a waiver of any other term, condition or provision hereof, nor will a waiver of any breach of any term, condition or provision constitute a waiver of any subsequent or succeeding breach. 31.0 No Discrimination No action shall be taken by the CONSULTANT which would discriminate against any person on the basis of race, creed, color, national origin, religion, sex, familial status, ethnicity, sexual orientation or disability. The CONSULTANT shall comply with the Americans with Disabilities Act 32.0 Equal Employment In accordance with Federal, State and Local law, the CONSULTANT shall not discriminate against any employee or applicant for employment because of race, color, ethnicity, religion, sex, sexual orientation, national origin or handicap. The CONSULTANT shall comply with all aspects of the Americans with Disabilities Act (ADA) during the performance of this contract. 33.0 Governing Laws This AGREEMENT and the performance of services hereunder will be governed by the laws of the State of Florida, with exclusive venue for the resolution of any dispute being a court of competent jurisdiction in Miami -Dade County, Florida. 34.0 Effective Date This AGREEMENT shall not become effective and binding until it has been executed by both parties hereto and the effective date shall be the date of its execution by the last party so executing it. 35.0 Third Party Beneficiar X It is specifically understood and agreed that no other person or entity shall be a third party beneficiary hereunder, and that none of provisions of this AGREEMENT shall be for the benefit of or be enforceable by anyone other than the parties hereto, and that only the parties hereto shall have any rights hereunder. 36.0 Further Assurances The parties hereto agree to execute any and all other and further documents as might be reasonably necessary in order to ratify, confirm, and effectuate the intent and purposes of the AGREEMENT. Professional Service AGREEMENT Tpepe @12- 31- 12(Revised SK 4 -3 -13, GM 6 -8 -13) 37.0 Time of Great Importance Time is of great importance in this AGREEMENT and the CONSULTANT shall perform its services as expeditiously as is consistent with consistent with good engineering practice, applicable standards of professional skill, care and diligence and the orderly progress of the Work and in accordance with the time limits established in the Schedule. 38.0 Interpretation This AGREEMENT shall not be construed more strongly against either party hereto, regardless of who was more responsible for its preparation. 39.0 Force Majeure Neither party hereto shall be in default of its failure to perform its obligations under this AGREEMENT if caused by acts of God, civil commotion, strikes, labor disputes, or governmental demands or requirements that could not be reasonably anticipated and the effects avoided or mitigated. Each parry shall notify the other of any such occurrence. 40.0 Notices Whenever notice shall be required or permitted herein, it shall be delivered by hand delivery, e- mail, facsimile transmission or certified mail, with return receipt requested and shall be deemed delivered on the date shown on the delivery confirmation or if by certified mail, the date on the return receipt or the date shown as the date same was refused or unclaimed. Notices shall be delivered to the following individuals or entities at the addresses (including e-mail) or facsimile transmission numbers set forth below: To CITY. City Manager, Steven Alexander 6130 Sunset Dr. South Miami, FL 33143 Fax: (305) 663 -6345 E -mail: salexander @southmiamifl.gov With copies by U.S. mail to: - City Attorney, Thomas Pepe, Esquire 6130 Sunset Dr. South Miami, FL 33143 Fax: (305) 341 -0584 E -mail: tpepe @southmiamifl.gov To CONSULTANT Project Manager, Francisco J. Alonso, PE T Y Lin International I H J Ross 201 Alhambra Circle Suite 900 Coral Gables, FL 33134 Fax: (305) 567 -1771 E -mail: falonso @tylin.com Professional Service AGREEMENT Tpepe @12- 31- 12(Revised SK 4 -3 -13, GM 6 -8 -13) ¢; 201 Alhambra Circle, Suite 900 Coral Gables, Florida 33134 Fax (305)567 -1771 E -mail: falonso (@t)�linxom IN WITNESS WHERE , this eement is accepted on the date first above written subject to the terms and conditions set fo h herein. WI -NESt CONTRACTOR d} Signature: Name: Title: AU EN ATI OWNER: CITY OF SO Signature:`` Signatu a Menende Page 17 of 21 Professional Architectural and Engineering Services Tpepe©12 -31 -12 (Revised SK 4 -3 -13) I- Request for Qualification Attachment A Insurance and Indemnificati ®n Page 18 of 21 Professional Architectural and Engineering Services Request for Qualification Tpepe©12 -31 -12 (Revised SK 4 -3 -13) Exhibit 2 "Affidavits and Forms" (Respondents must complete and submit with their proposal.) Page 19 of 21 Professional Architectural and Engineering Services Request for Qualification Tpepe©12 -31 -12 (Revised SK 4 -3 -13) Exhibit 2 "Affidavits and Forms" (Respondents must complete and submit with their proposal.) Page 28 of 30 Professional Architectural and Engineering Services Request for Qualification 7pepe®1241 -12 (Revised SK 4 -3 -13) EXHIBIT 2 AFFIDAVITS AND FORMS SUBMISSION REQUIREMENTS 1. Respondent's Sworn Statement Under Section 287.133(3)(A), Florida Statutes, on Attachment #1 "Public Entity Crimes and Conflicts of Interest Affidavit," shall be completed and provided with the proposal submittal, 2. Neither the individuals) /firm, nor any of his/her /its employees shall be permitted to represent any client before the Commission or any Committee, department or agency of the, City, and shall agree not to undertake any other private representation which might create a conflict of interest with the City. The individual(s) /firm may not represent any Commission member, individually, or, any member of their family or any business in which the Commission member of their family has an interest 3. All proposals received will be considered public records. The City will consider all quotations using such criteria as the Commission or City Manager may adopt at either of their sole discretion. The individual(s) /firm selected will be required to enter into a formal agreement with the City in a form satisfactory to the City, prior to the execution of which the City shall reserve all rights, including the right to change its selection. 4. Respondent's Attachment #2 "Drug Free Workplace" form shall be completed and provided with the proposal submittal. S. Respondent's Attachment #3 "No Conflict of InterestlNon Collusion Affidavit," shall be completed and provided with the proposal submittal. b. Respondent's Attachment #4 "Acknowledgement and Conformance with OSHA Standards," shall be completed and provided with the proposal submittal. 7. Respondent's Attachment #5 "Related Party Transaction Verification Form" shall be completed and provided with the proposal submittal. Page 1 of 10 ATTACHMENT #1 PUBLIC ENTITY CRIMES AND CONFLICTS OF INTEREST Pursuant to the provisions of Paragraph (2) (a) of Section 287.133, Florida State Statutes — "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a Bid on a Contract to provide any goods or services to a public entity, may not submit a Bid on a Contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded to perform work.as a Contractor, supplier, Subcontractor, or Consultant under a Contract with any public entity, and may not transact business with any public entity In excess of the threshold amount Category Two of Section 287.017, Florida Statutes, for thirty six (36) months from the date of being placed on the convicted vendor list ". The award of any contract hereunder is subject to the provisions of Chapter 112, Florida State Statutes. BIDDERS must disclose with their Bids, the name of any officer, director, partner, associate or agent who is also an officer or employee of the City of South Miami or its agencies. SWORN STATEMENT PURSUANT TO SECTION 287.133 (3)(a), FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. I . This sworn statement is submitted to City of South Miaml [print name of the public entity] by Joe L. Gomez, PE, We President [print individual's name and title] for T.Y. Lin International I HJ Ross [print name of entity submitting sworn statement] whose business address is 201 Alhambra Circle, Suite 900, Coral Gables, Florida 33134 and (if applicable) its Federal Employer identification Number (FEIN) Is 94- 1598707 (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement: .} 2. 1 understand that a "public entity crime" as defined in Paragraph 287.133 (1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, including, but not limited to. any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and Involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3. 1 understand that "convicted" or "conviction" as defined in Paragraph 287.133 (1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or Page 2 of 10 without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July I, 1989, as a result of a jury verdict, non -jury trial, or entry of a plea of guilty or nolo contender. 4. 1 understand that an "affiliate" as defined in Paragraph 287.133 (I)(a), FI2rida Statutes, means: (a) A predecessor or successor of a person convicted of a public entity crime: or (b) An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling Interest in any person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who -knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. 1 understand that a "person" as defined in Paragraph 287.133 (1)(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services led by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. 6. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. [Indicate which statement applies.] X Neither the entity submitting this sworn statement. nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July I, 1989. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity. or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July I, 1989. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees. members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent of July 1, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. (attach a copy of the final order.] Page 3 of 10 Condnuodon of Atra&nem #2 AjUc &W Crime: and Cow 1 UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY INDENTIRED IN PARAGRAPH i (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY, AND THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT 1 AM REQUIRED TO INFORM THE PUBLIC ENTRY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES, FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. Sworn to and subscribed before me this 26 day of- Apm . 2013 x Personally known or Produced identification Notary Public — State of Florida My commission expires lf— i °411 (Type of Identification) (Printed, typed or stamped commissioned name of notary pubik) Form PUR 7068 (Rev.06/ l 1/92) 6" LINDA I MAT819D • UYCOWMONIEE011456 EXPIAE3: Augud P, 9014 �' ?awtl►� 1o�dpiGul�EpMMiWYlMliw Page 4 of 10 ATTACHMENT 02 "DRUG FREE WORKPLACE" Whenever two or more Bids which are equal with respect to price, quality and service are received by the State or by any political subdivisions for the procurement of commodities or contractual services, a Bid received from a business that certifies that it has implemented a drug -free workplace program shall be given preference in the award process. Established procedures for processing tie Bids will be followed if none of the tied vendors have a drug -free workplace program. In order to have a drug -free workplace program. a business shall: I . Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be Imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under Bid a copy of the statement specified in Subsection (I). 4. In the statement specified in Subsection (1), notify the employees, that, as a condition of working on the commodities or contractual services that are under Bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or polo contender to, any violation of Chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (S) days after such convicdom S. impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program, if such is available in the employee's community, by any employee who is so convkted. b. Make a good faith effort to continue to maintain a drug free workplace through Implementation of this section. As the person authorized to sign the statement. I certify that this firm complies fully with the above requirements. a,, PROPOSER's Signature: Print Name: lbft, Gomez, PE, Vice President Date: April 26, 2013 Page 5 of 10 A1TAcHmENT#3 "NO CONFLICT OF INTEREST/NON COLLUSION AFFIDAVIT" Submitted this 2ti day of April , 20 06 The undersigned, as Bidder /Proposer, declares that the only persons Interested in this RFP are named herein; that no other person has any interest in this RFP or In the Contract to which this RFP pertains; that this response is made without connection or arrangement with any other person; and that this response is in every respect fair and made In good faith, whiwut collusion or fraud. The Bidder/Proposer agrees If this response/submission is accepted, to execute an appropriate CITY document for the purpose of establishing a formal contractual relationship between the Bidder/Proposer and the CITY, for the performance of all requirements to which the response/submission pertains. The Bidder /Propoxr states that this response Is based upon the documents Identified by the following number. Bid/RFP The full -names and residences of persons and firms interested in the foregoing bid/proposal, as principals, are as follows. The Bidder /Proposer further certifies that this response/subn"on complies with section 4(c) of the Charter of the City of Miami, Florida, that. to the treat of its knowledge and bellef, no Commissioner, Mayor, or other officer or employee of the CITY has an Interest directly or Indirectly in the profits or emoluments of the Contract, jab, mark se a which the response/subn -Aston pertains, il� V1 V ' Printed Narm Jos :Gomez, PE Tide: Vice President Telephone: (305) 5137 -1888 Company Name T.Y. Lin international I HJ Ross CwWnuotbn of Attochment #3No Ca act of /ro Mon- Carrion Cert*otfon Page 6 of 10 Mariano Valle, PE 201 Alhambra Circle Coral Gables FL 33134 Richard Waters, PE 201 Alhambra Circle Coral Gables FL 33134 Joe L. Gomez, PE 201 Alhambra Circle Coral Gables FL 33134 The Bidder /Proposer further certifies that this response/subn"on complies with section 4(c) of the Charter of the City of Miami, Florida, that. to the treat of its knowledge and bellef, no Commissioner, Mayor, or other officer or employee of the CITY has an Interest directly or Indirectly in the profits or emoluments of the Contract, jab, mark se a which the response/subn -Aston pertains, il� V1 V ' Printed Narm Jos :Gomez, PE Tide: Vice President Telephone: (305) 5137 -1888 Company Name T.Y. Lin international I HJ Ross CwWnuotbn of Attochment #3No Ca act of /ro Mon- Carrion Cert*otfon Page 6 of 10 Ai: NOTARY PUBLIC: STATE OF Florida 4 COUNTY OF Mlaml -Dade The foregoing Ins xmwt was acknovAedged before me this 26 day of April , 2k13 by Joe L. Gomez (name of person whose signature is being notarized) who is SEAL UNDAJ.MATM »�� iE EXPIRES, August ,� E><PIRES:Augu�t2,201�4 +a eaiMn= tivlpU— w -wM , x Personally brown to me, or Personal idendflcation: Type of Idendliation Produced x Did take an oath, or Did Not take an cath. d4lsacy' %X7,4 (Name of Notary Public Print. Stamp or type as oommissioned.) Page 7 of 10 ATTACHMENT #4 "ACKNOWLEDGEMENT AND CONFORMANCE WITH OSHA STANDARDS„ TO THE CITY OF SOUTH MIAMI We, T.Y. Lin International I HJ Ross , (Name of Contractor), hereby acknowledge and agree that as Contractors for the janitorial Services as specified have the We responsibility for compliance with all the requirements of the Federal Occupational Safety and Health Act of 1970, and all State and local safety and health regulations, and agree to indemnify and hold harmless the City of South Miami against any and all liability, claims, damages, losses and expenses they may incur due to the failure of (subcontractor's names): (Request for Qualificatlon; Professional Architecture, Landscape Architecture, CivilfEnvironmentai Engineering, Traffic Engineering & Transportation Engineering Services Vertical V southeast Avino and Associates to comply with such act or regulation. CONTRACTOR T.Y. Lin International l HJ Ross BY: Joe L. Gomez, PE Nam* Vice President Title Page 8 of 10 ATTACHMENT #5 "RELATED PARTY TRANSACTION VERIFICATION FORM" I Joe L. Gomez, PE Individually and on behalf of T.Y. LIn International i HJ Ross ( .,Firm "} Nome ofRepressawo a CompanylVendorfErehy have read the City of South Miami ( "Clty ")'s Code of Ethics, Section 8A -1 of the City's Code of Ordinances and I hereby certify, under penalty of perjury that to the best of my knowledge, information and belief: (1) neither 1 nor the Firm have any conflict of interest (as defined in section BA -1) with regard to the contract or business that I, and /or the Firm, am(are) about to perform for, or to transact with, the City, and (2) neither I nor any employees, officers, directors of the Firm, nor anyone who has a financial interest greater than 5% in the Firm, has any relative(s), as defined in section 8A 1, who is an employee of the City or who is(are) an appointed or elected official of the City, or who is(are) a member of any public body created by the City Commission, Le, a board or committee of the City, and (3) neither I nor the Firm, nor anyone who has a financial Interest greater than 5% In the Firm, nor any member of those persons' immediate family (i.&, spouse, parents, children, brothers and sisters) has transacted or entered into any contract(s) with the City or has a financial interest, direct or indirect, In any business being transacted with the city, or with any person or agency acting for the city, other than as follows: Not Applicable (use a separate shoat to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). South Miami (4) no elected and/or appointed official or employee of the City of Miami, or any of their Immediate family members (i.e., spouse, parents, children, brothers and sisters) has a financially Interest, directly or Indlrectli. in the contract between you and/or your Firm and the City other than the following Individuals whose interest is set forth following their names: Not Applicable fuse a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). The names of all City employees and that of all elected and/or appointed city officials or board members, who own, directly or indirectly, an interest of five percent (5 %) or more of the total assets of capital stock in the firm are as follows: Not Applicable (use a separate sheet to supply additional information that will not At on this line but make reference to the additional sheet which must be signed under oath). (5) 1 and the Firm further agree not to use or attempt to use any knowledge, property or resource which may come to us through our position of trust, or through our performance of our duties under the terms of the contract with the City, to secure a special privilege, benefit, or exemption for ourselves, or others. We agree that we may not disclose or use information, not available to members of the general public, for our personal gain or benefit or for the personal gain or benefit of any other person or business entity, outside of the normal gain or benefit anticipated through the performance of the contract. (6) 1 and the Firm hereby acknowledge that we have not contracted or transacted any business with the City or any person or agency acting for the City, and that we have not appeared in representation of any third party before any board, commission or agency of the City within the past two years other than as follows: Not Apfdicebte (use a separate sheet to supply additional Information that will not fit on this line but make reference to the additional sheet which must be signed under oath). Neither 1 nor any employees, officers, or directors of the Firm, nor any of their immediate family (1.e" as a spouse, son, daughter, parent, brother or sister) Is related by blood or marriage to: (1) any member of the City Commission, (11) any city employee; or (ill)er membb of any board or agency of the City other than as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet width mutt be signed under oath). (7) No Other Firm, nor any officers or directors of that Other Firm or anyone who has a financial Page 9 of 10 interest greater than S% In that Other Firm, nor any merger of those parsons' immediate family (i.e, spouse, parents, children, brothers and sisters) nor any of my Immediate family members QwvInsfoer referred to as "Related Parties") has r"nd*d to a: solicitation by the City In which I or the Firm that I represent or anyone who his a financial Interest treater then 5% in the Firm, or err/ member of those perme immediate family (i.s. spouse, parents, children. brothers and sisters have ako responded, other than the folio Mngt Not Applicable (axe a separate sheet to supply additional information that will not fat on this One but make reference to the additional sheet w" must be signed under oath). (8) 1 and the Firm a" that wo are obligated to supplement We Verification Form and Inform the City of any change In circumstances that would change ow answers to this document. Specifically, after the opening of any responses to a solicitation. I and do Firm have an obiiptlon.to supplement this Verification Form with the name of all Related Parties who have also responded to the rune solicitation and to disclose the relationship of those parties to me and the Firm. (9) A violation of the City's Wks Code; oho giving of any false Information or the failure to supplement this Verification Form, may tubloa me or the Firm to Immediate termination of any agreement w Ito the Cia, and she Imposltlon of the maximum One andfor any penalties allowed by haw. Addkionatly, violations my be considered by and sub)ect to action by the Miami-Dade County Commission on Ethics. Under penalty L eclare that 1 have made a dillp" effort to Imrstipte the matters to which I am attesting hereinabo+ra ` e astatemonts made hovkW we are true and correct to the best of my knowledge, informed Signature: _ Print Rune Date _ A ATTACHED: Sac. BA.I • CoMHct of interest and code of ethics ordnance. Page 10 of 10 PROFESSIONAL. SERVICE AGREEMENT General Services 4 0 (,1714 -j?A-L_ THIS AGREEMENT made and entered into this 3 "' day of ml.�. 2013 by and between the CITY OF SOUTH MIAMI, a political subdivision of the State of Florida and Stanley Consultants, Inc._ authorized to do business in the State of Florida, hereinafter referred to as the "CONSULTANT'. In consideration of the premises and the mutual covenants contained in this AGREEMENT, the CITY OF SOUTH MX MI, through its City Manager, agrees to employ the CONSULTANT for a period ending on and the CONSULTANT agrees to be available, continuing basis, to perform professio al services in connection with project(s) where the basic estimated construction costs of each individual project does not exceed $2,000,000.00 or where the individual study dues not exceed $200,000,00, herein after called the "SERVICES ". 1.0 General Provisions 11 The CONSULTANT may be awarded work and issued a Notice to Proceed to provide professional services for a project, for a portion of a project, or for discrete tasks on a project, Additional Professional Services, for the purpose of reviewing work performed by other professional consultants or for other miscellaneous engineering services that may be required. 1,2 A Notice to Proceed will be issued on an as needed basis at the sole discretion of the City Manager, or his designee, hereinafter referred to as "CITY ". The City of South Miami reserves, at all times, the right to perform any and all engineering work in -house or with other engineers. This AGREEMENT does not confer on the CONSULTANT any exclusive rights to perform work on behalf of the City of South Miami, nor does it obligate the City of South Miami in any manner to guarantee work for the CONSULTANT. The CONSULTANT may submit proposals for any professional services for which proposals may be publicly solicited by the City of South Miami outside of this AGREEMENT. 1.3 The CITY will confer with the CONSULTANT before any Notice to Proceed is issued to discuss the scope of the work; the time needed to complete the WORK and the fee for the services to be rendered in connection with the WORK. Page 1 of 40 Professional Service AGREEMENT TpepeO12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18• -13) 1A The CONSULTANT will submit a proposal upon the CITY'S request prior to the issuance of a Notice to Proceed. No payment will be made for the CONSULTANT'S time and services in connection with the preparation of any proposal. 1.5 The CITY agrees that it will furnish to the CONSULTANT plans and other data available in the CITY files pertaining to the WORK to be performed under this AGREEMENT promptly after each Notice to Proceed. 1.6 The CONSULTANT agrees to produce and distribute minutes, promptly after each meeting at which the CON SU LTANrs presence is required. 1.7 The CITY may designate a representative who, on behalf,of the City Manager shall examine the documents submitted by the CONSULTANT and shall render decisions promptly, to avoid unreasonable delay in the progress of the CONSULTANT'S services. The CONSULTANT shall keep the CITY'S representative advised on the project status avail times, 1.8 The CITY agrees to issue all directives and approval in writing, 2.0 LrofejsiQ0L $g� v- 2.1 General Services The professional services to be provided by the consultant may be one or more of the following, and include but not limited to. A. Roadway Engineering to include streets, sidewalk, curb, gutter, drainage, associated traffic control devices, stripping, lightingf Irrigation, speed reduction devices and residential landscaping. a. Drainage Design Includes the necessary analysis needed to Implement proposed drainage improvements, preparation of paving and drainage plan for municipal building and facilities. C. Civil Engineering, to include Distribution Systems Improvement / Analysis and design and Sanitary Sewer System Evaluation and design. D. Environmental Engineering, including, site investigation and design needed to prepare remediation plans to mitigate underground storage tanks, hazardous waste materials and asbestos materials. E. Traffic Engineering Services will include daily volume counts, data analysis, preparation of conceptual improvements plan, present reports and Page 2 of 40 Professional Service AGREEMENT Tpepe012-31-12 (Revised SK 4-3-13, GM 6-18-13) recommendations to stakeholders and preparation of final traffic engineering report. F. Architectural Services to provide drawings and specifications for new constructions as well as additions and renovations, attend meetings with City staff and presentations to City Commission; provide plans developed on AutoCAD latest version and copies of reproducible hard copy and diskette of plans in the requested format. G. Landscape Architecture including providing drawings and specifications for landscape projects; site master planning, analysis and design, urban design plans/concept diagrams, open space planning, analysis and design; community planning, analysis and design; natural resource planning analysis and design; Parks design; renderings/modeling, provide plans developed, on AutoCAD latest version and copies of reproducible hard copy and diskette of plans in the requested format H. Registered Surveying and Mapping Other incidental services associated to the above items. Page 3 of 40 Professional Service AGREEMENT Tpepe012-31-12 (Revised SK 4-3-13, GM 6-18-13) The Basic Services, for design and construction, consist of six (6) phases described in Paragraph 2,2.1 through 2.2.6. The scope outlined below is applicable in its entirety to projects for which completed Basic Services are authorized. Upon authorization to proceed from the CITY, the CONSULTANT agrees to provide complete professional services for any portion or all of the six Phases outlined below applicable to its profession. The CONSULTANT agrees to co-ordinate its effort with that of any other providers of professional services to assure a coordinated and complete WORK. In a multi - professionally consulted project; the lead CONSULTANT, as designated by the CITY, shall prepare the final bid package including bid documents and specifications, which shall be prepared by, and be the responsibility of the respective disciplines. 2.2.1 Phase I-Prellminary and Schematic Design: A, The CONSULTANT shall confer with representatives of the CITY and the end user to determine the full scope of the Project that will meet the program requirements, and shall advise the CITY if, in the CONSULTANT'S opinion, the allocated funds are adequate to accomplish the program requirements, as defined by an individual purchase order for the specific work to be performed, B. The CONSULTANT shall use proper and adequate design control to assure the CITY that the program requirements will be met C. The CONSULTANT shall prepare a Design Concept and Schematic Report, comprising of the Project Timetable (Master Schedule), Planning Summary (unless advised otherwise), Schematic Design Studies (unless advised otherwise) as defined below, and the Statement of Probable Construction Cost D. The Proposed Project Timetable shall consist of a schedule showing the proposed completion date on each Phase of the Project through design, bidding, construction, and proposed date of completion, E. The Planning Summary (unless advised otherwise) shall consist of a vicinity plan and blow-up of the Site (if applicable) showing Project orientation, and a brief summary of all pertinent planning criteria used for the Project. F. The Schematic Design Studies (unless advised otherwise) shall consist of all plans, elevations, sections, etc. as required to show the scale and relationship of the parts and the design concept of the whole. A simple perspective sketch, rendering, model or photograph thereof may be provided to further show the design concept. Page 4 of 40 Professional Service AGREEMENT TpepeV12-31-12 (Revised SK 4-3-13, GM 6-18-13) G. The CONSULTANT shall present the Schematic design studies to the appropriate commission, committee, agency or board (hereinafter collectively referred to as "Boards ") for their approval when the project requires such approval. The Consultant shall make copies necessary for presentation to the Board at no additional cost to City. M. The CONSULTANT shall present the schematic design studies to all the appropriate utility companies (such as FPL, Southern Bell, Dynamic Cable, MDVJASA, etc.) for any conflict with their utilities. The Statement of Probable Construction Cost shall include estimated cost of the Project including fixed equipment, professional fees, contingencies (if any), escalation factors adjusted to the estimated bid date, movable estimate (if any), and utility service extensions (if applicable). The CONSULTANT'S opinions of probable Total Project Costs and Construction Cost are to be made on the basis of the CONSULTANT'S experience and qualifications and represent CONSULTANT'S best judgment as an experienced and qualified professional, familiar with the local construction industry and prices. I The CONSULTANT shall submit and present two (2) copies of all documents required under this Phase, without additional charge, for approval by the CITY and it �hall!3gt race d w e x Pha e n it dir e Y in writing. A. From the approved Schematic Design documents, the CONSULTANT shall prepare Design Development Documents, comprising the drawings, outline specifications and other documents to fix and describe the size and character of the entire Project as to construction and finish materials and other items incidental thereto as may be appropriate and applicable. B. The Design Development Documents shall comprise the Proposed Project Timetable (updated), Outline Specifications, Updated Statement of Probable Construction Cost, and Design Development Drawings, etc., as required to clearly delineate the Project. If the Updated Statement of Probable Construction Cost exceeds the allocated funds, feasible cost or scope reduction options shall be included. C. The CONSULTANT shall submit and present two (2) sets of all documents required under this Phase, without additional charge, for approval by the CITY and not proceed with the next Phase until directed by the CITY in writing. D. The CONSULTANT shall at all times monitor the Probable Construction Costs to make certain they remain within the total allocated budget. A Notice to Proceed to Phase III Page 5 of 40 Professional Service AGREEMENT Tpepe012 -3112 (Revised SK 4 -3 -13, GM 6- 18 -13) will not be issued if the latest statement of Probable Construction Cost exceeds the total allocated funds. 2.2.3 Phase III —Final Design /Construction Documents Development: A. From the approved Design Development Documents, the CONSULTANT shall prepare Final Construction Documents setting forth in detail the requirements for the construction of the Project including the Proposal (Bid) Form and other necessary information for bidders, Conditions of the Contract, and Complete Drawings and Specifications. The CONSULTANT shall use Construction Specifications Institute (CSI) Standards and the City of South Miami Standard forms for the preparation of the proposal (bid) forms, Instructions to Bidders, conditions of Contract and Specifications. The CONSULTANT shall review all existing City Specifications, for completeness prior to use and shall supply all needed additional specifications. The final draft of the construction documents shall meet the requirements of and be approved by the City Attorney. B. The Construction Documents shall be prepared in a manner that will assure clarity of line work, notes, and dimensions when the documents are reduced to 50% of their size, All drawings shalt be on 24" x 36" paper ("D" size), on the CITY's standard sheet format, unless approved otherwise. C. All construction documents shall be submitted in both "hard copy" and electronic media in a mutually agreed upon electronic format but generally as follows: 1. Non-drawing submittals in Microsoft Office Word format 2. Drawings In AutoCAD format. I GIS files should be in ArcView format Version 3.2. D. When the development of the drawings has progressed to at least 50% completion in Phase 111, the CONSULTANT shall submit two (2) copies to the CITY for approval, without additional charge, along with updated outline specifications. The CONSULTANT shall also submit at this time an updated Statement of Probable Construction cost as Indicated by time factor, changes In requirements, or general market conditions and an updated Project Schedule. E. The CQNSUMNT Ehall agti2rgcged ylith the fuabg[dgygI pmg!a1unti,aporoval of the documents IS r-ec?ived from the CITY in writing. The CONSULTANT shall make all changes to documents required by the CITY before proceeding further. A set of the revised documents shall be returned to the CITY after incorporating all of the changes, if any. F, A Notice to Proceed for the completion of Phase 19 will not be issued if the latest Statement of Probable Construction Cost exceeds the total allocated funds, unless the Page 6 of 40 Professional Service AGREEMENT TpepeC12-31-12 (Revised SK 4-3-13, GM 6-18-13) CITY increases the total allocated funds or the CONSULTANT and the CITY agrees on methods of cost reductions sufficient to enable construction within the project budget. G. Upon 100% completion of the Construction Documents, the CONSULTANT shall submit to the CITY a final, updated Statement of Probable Construction Cost along with two (2) copies each of the final draft of all drawings, specifications, reports, programs, etc., without additional charge, for a final review and comments or approvals. H. The CONSULTANT shall make all the necessary presentations to the appropriate CITY Boards which would be normally required of any construction project (such as Environmental Review Board, Historical Preservation Board etc.) for the final approval. L The CONSULTANT, at no extra cost to the CITY, shall make all required changes or additions and resolve all questions resulting from Board review (see paragraph H) if the changes or additions do not alter the scope of the project as determined under paragraph 2.2.1 A. The 100% complete final Construction Documents shall be returned to the CITY for final approval. Upon final approval by the CITY, the CONSULTANT shall furnish to the CITY drawings and specifications, without additional charge to the CITY for bidding purposes, unless instructed otherwise. J, The CONSULTANT shall arrange for "dry runs" and/or make final submissions to appropriate authorities (regulatory agencies to include and not limited to City, County, State or Federal) as necessary, to ascertain that the Construction Documents meet the necessary requirements to obtain all the necessary permits for construction, The CONSULTANT shall respond to all technical questions from regulatory agencies, The CONSULTANT shall modify, at no additional cost to CITY, in order to acquire the necessary permits. Page 7 of 40 Professional Service AGREEMENT Tpepe012 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 2.2.4 Phas!2 IV - Bidding and Negotiation Phase; A. Upon obtaining all necessary approvals of the Construction Documents, and approval by the CITY of the latest Statement of Probable Construction Cost, the CONSULTANT shall furnish the drawings and specifications as indicated above for bidding, and assist the CITY in obtaining bids as well as awarding and preparing construction contracts. The CONSULTANT shall attend all pre-bid conferences. The CONSULTANT shall be present during the bid opening and as part of its assistance to the CITY will tally, evaluate and issue a recommendation to the CITY after verifying bond, insurance documents, questionnaire and reference submitted by the constructor, B. The CONSULTANT shall issue Addenda to the Construction Documents -through the CITY as appropriate to clarify, correct or change Bid Documents. C. If Pre-Qualification of bidders is required as set forth in the Request for Qualification, the CONSULTANT shall assist City in developing qualification criteria, review qualifications of prospective bidders, and recommend acceptance or rejection of the prospective bidders. D. if the lowest responsible Base Bid received exceeds the Total Allocated Funds the CITY may. 1. Approve the increase in Project Cost and award a construction contract or, 2. reject all bids and rebid the Project within a reasonable time with no change In the Project, or 3. Direct the CONSULTANT to revise the Project scope or quality, or both, as approved by the CITY and rebid the Project, or 4. Suspend or abandon the Project or 5. Exercise all options under the City Charter and State Law. NOTE, Under Item (2) and (3) above, the CONSULTANT shall, without additional compensation, assist the CITY In obtaining re -bids, and awarding the re-bld of the project. Under item (3) above, the CONSULTANT shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the Total Allocated Funds when the lowest responsible bid is over 151/10 of the CONSULTANT estimate. All construction contracts must be approved by the City Commission after the City awards the contract for commission approval. E. For the purpose of payment to the CONSULTANT, the Bidding Phase will terminate and the services of the CONSULTANT will be considered complete upon signing of an AGREEMENT with a Contractor. Rejection of bids by the CITY does not constitute cancellation of the project. Page 8 of 40 Professional Service AGREEMENT Tpepe012-31-12 (Revised SK 4-3-13, GM 6-18-13) 2.2.5 ehase V — General Administratio!] of the Construction Contract: A. The Construction Phase will begin with the City Commission approval of the award of the Construction Contract and will end when the Contractor's final Payment Certificate is approved and paid by the CITY. B. The CONSULTANT, as the representative of the CITY during the Construction Phase, shall advise and consult with the CITY and shall have authority to act on behalf of the CITY to the extent provided in the General Conditions and as modified In the Supplementary Conditions of the Construction Contract. C. The CONSULTANT shall attend pre-construction meetings. D. The CONSULTANT shall at all times have access to the project wherever it is in preparation or progress. E. The CONSULTANT shall visit the site at least weekly and at all key construction events to ascertain the progress of the Project and to determine in general if the WORK is proceeding in accordance with the Contract Documents. On the basis of on-site observations, the CONSULTANT will use reasonable and customary care to guard the CITY against defects and deficiencies In the WORK. The CONSULTANT may be required to provide continuous daily on-site observations to check the quality or quantity of the WORK as set forth in this AGREEMENT and defined by the Scope of WORK issued for the individual project. On the basis of the on-site observations, the CONSULTANT will advise the CITY as to the progress of and any observed defects and deficiencies in. the WORK immediately in writing. F. The CONSULTANT shall furnish the CITY with a written report of all observations of the WORK made by him during each visit to the WORK. He shall also note the general status and progress of the WORK, .and shall submit same in a timely manner. The CONSULTANT shall ascertain at least monthly that the Contractor is making timely, accurate, and complete notations on record drawings. G. Based on observations at the site and on the Contractor's Payment Certificate, the CONSULTANT shall determine the amount due the Contractor on account and he shall recommend approval of the Certificate in such amounts. The recommendation of approval of a Payment Certificate shall constitute a representation by the CONSULTANT to the CITY that the CONSULTANT certifies to the CITY that the WORK has progressed to the point indicated, and the quality of the WORK is in accordance with the Contract Documents subject to, 1. An evaluation of the WORK for conformance with the Contract Documents upon substantial completion. Page 9 of 40 Professional Service AGREEMENT TpepeV12-31-12 (Revised SK 4-3-13, GM 6-18-13) 2. The results of any subsequent tests required by the Contract Documents. 3. Minor deviations from the Contract Documents correctable prior to completion and acceptance of the project, H. The CONSULTANT shall have an affirmative duty to recommend rejection of WORK, which does not conform to the Contract Documents. Whenever, in its reasonable opinion, the CONSULTANT considers it necessary or advisable to insure compliance with the Contract Documents, it will have authority (with the City's prior approval) to recommend special inspections or testing of any WORK deemed not to be in accordance with the Contract Documents whether or not such WORK has been fabricated and delivered to the Project, or installed and completed. The CONSULTANT shall promptly review and approve shop drawings, samples, and other submissions of the Contractor for conformance with the design concept of the Project and for compliance With the Contract Documents. Changes or substitutions to the Contract Documents shall not be authorized without concurrence with the CITY. J. The CONSULTANT shall review and recommend action on proposed Change Orders initiated by others, and initiate proposed change orders as required by its own observations or the requirement of the CITY. K. The CONSULTANT shall examine the WORK upon receipt of the Contractor's Certificate of Substantial Completion of the Project, A Punch List of any defects and discrepancies in the WORK required to be corrected by the Contractor shall be prepared by the CONSULTANT in conjunction with representatives of the CITY and satisfactory performance obtained before the CONSULTANT recommends execution of Certificate of Final Acceptance and final payment to the Contractor, He shall obtain from the Contractor all warranties, guarantees, operating and maintenance manuals for equipment, releases of lien and such other documents and certificates as may be required by applicable codes, laws, poll ' cy regulations, the specifications and the other Contract Documents and deliver them to the CITY, L. The CONSULTANT shall provide assistance in obtaining Contractors compliance with the Contract Documents relative to, 1) initial instruction of CITY personnel in the operation and maintenance of any equipment or system, 2) initial start-up and testing, adjusting and balancing of equipment and systems, and, 3) final clean-up of the project. M. The CONSULTANT shall provide the contractor with three sets of drawings labeled "Construction Plans" for permit from Public Works, Page 10 of 40 Professional Service AGREEMENT TpepeV12-31-12 (Revised SK 4-3-13, GM 6-18-13) 2.2.6 Phase VI - Post Construction Administration A. The CONSULTANT shall prepare and provide- the CITY with a written manual, to be used by the CITY, outlining the implementation plan of all the required maintenance necessary to keep the proposed WORK operational in a safe and effective manner. B. The QQNSUILTANT shall furnish to the CITY reproducible r c r (as-built) r w n s uod fed based an information furnished by the Contrgc(or; such drawings shall become the property of the CITY. C. The CONSULTANT shall assist in the inspection of the WORK one month before the expiration of any guarantee period or the sixth month whichever is earlier and report any defective WORK in the Project under terms of the guarantee /warranties for correction. The CONSULTANT shall assist the CITY with the administration of guarantee/warranties for correction of defective WORK that may be discovered during the said period. D, The CONSULTANT shall furnish the City with a 3 -ring binder labeled 'Close -out Documents" that will include, as a minimum, a copy of. • Certificates of completion • As- Builts (112 size) • Test Results • Daily construction inspection reports • Progress meeting minutes • Approved shop drawings • Warranty manuals as applicable • Final release of liens Final payment to contractor 2.3 Additional Professional ServiceA Additional Services as listed below are normally considered to be beyond the scope of the Basic Services for design and construction, as defined in this AGREEMENT, but which are additional services which may be authorized within the Scope of Work given the CONSULTANT. A. Special analysis of the CITY'S needs, and special programming requirements for a project. B. Financial feasibility, life cycle costing or other special studies. C. Planning surveys, site evaluations, or comparative studies of prospective sites. D. Design services relative to future facilities, systems and equipment, which are not Page 11 of 40 Professional Service AGREEMENT TpepeC12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) intended to be constructed as part of a specific Project. E. Services to investigate existing conditions (excluding utilities) or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by the CITY, F. Professional detailed Estimates of Construction Cost consisting of quantity surveys itemizing all material, equipment and labor required for a Project. G. Consultation concerning replacement of any WORK damaged by fire or other cause during construction, and furnishing professional services of the type set forth in Basic Services as may be required relative to replacement of such WORK, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. H. Professional services made necessary by the default of the Contractor or by major defects in the WORK under the Construction Contract, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. Making major revisions changing the Scope of a project, to drawings and specifications when such revisions are inconsistent with written approvals or instruction previously given by the CITY and are due to causes beyond the control of the CONSULTANT. (Major revisions are defined as those changing the Scope and arrangement of spaces and/or scheme or any portion). J. The services of one or more full-time Project Representatives. K. Preparing to serve or serving as an expert witness in connection with any arbitration proceeding or legal proceeding in connection with a Project. L. Professional services required after approval by the CITY or the Contractor's Requisition for Final Payment except as otherwise required under Basic Services. M. Preparing supporting data, drawings, and specifications as may be required for Change Orders affecting the scope of a Project provided the Changes are due to causes found by the CITY to be beyond the control of the CONSULTANT. The services to be rendered by the CONSULTANT for any WORK shall be commenced upon written Notice to Proceed from the CITY subsequent to the execution of this AGREEMENT and shall be completed within the time based on reasonable determination, stated in the said Notice to Proceed. Page 12 of 40 Professional Service AGREEMENT TpepeC12-31-12 (Revised SK 4-3-13, GM 6-18-13) A reasonable extension of time will be granted in the event there is a delay on the part of the CITY in fulfilling its part of the AGREEMENT, change of scope of work or should any other events beyond the control of the CONSULTANT render performance of his duties impossible. 4.0 Basis of Compensation The CONSULTANT agrees to negotiate a "not to exceed" fee or a fixed sum fee for each of the WORK assigned to him based on the Scope of such WORK. Upon AGREEMENT of a fee, the CITY will issue a written authorization to proceed to the CONSULTANT. In case of emergency, the CITY reserves the right to issue oral authorization to the CONSULTANT, with the understanding that written confirmation will follow immediately thereafter as possible. For reproduction of plans and specifications, beyond the requirements as Identified under this AGREEMENT the CITY will pay the direct costs. The fees for Professional Services for each Project shall be determined by one of the following methods or a combination thereof, as mutually agreed upon by the CITY and the CONSULTANT. A fixed sum: The fee for a task or a scope of work may be a fixed sum as mutually agreed upon by the CITY and the CONSULTANT. Page 13 of 40 Professional Service AGREEMENT Tpepe012-31-12 (Revised SK 4.3-13, GM 6-18-13) Hourly Rate Fee The CITY agrees to pay, and the CONSULTANT agrees to accept, for the services rendered pursuant to this AGREEMENT, fees in accordance with the following: Principal/Chief Engineer 233.04 Project Manager 180.30 Senior Engineer 174.00 Project Engineer 135.15 Designer 102.81 Construction Manager /Senior project engineer 187.50 Senior Construction Inspector 93.00 Construction Inspector 67.50 Engineering Technician 65,64 Data Processing /Clerical 63.00 Survey Technician 68.52 Senior Surveyor & Mapper 154.62 4 person Survey Crew (8 hour day) 1750.00 3 Person Survey Crew (8 hour day) 1460.00 2 Person Survey Crew (8 hour day) 1160.00 Geotech Rates are attached Hourly rates include all wages, benefits, overhead and profit based on a 3.0 multiplier using the FDOT Consultant Wage Rates Averages Report for FDOT District 6. Page 11 of 32 Professional Service AGREEMENT TpepeC12.31-12 (Revised SK 4.3-13, GIVI 6.18-13) R +, fiN t.:trriechnical � :;t >nsit�uc.(ku ES r� Giriinc�c�i�� {a � Si�lt?tio� =:. Sehecdtrle of Services ancd pores Geotocdtrfical Etig r7oorh)g .services 1. SU8SURrACE EXPL0RATION Mobilization of equipment and personnel Truck Drill ............. ............................... .......................... ............................... 350.00 /occurrence Ali- Terrain or Track - mounted Drill ............................................. ............................... 450.00/occurrence Auger 13orings Auger Borings (Shallow Nand Augers) ............ .................. ............................... Augers Borings (Drill Rig for undisturbed samples) 0-60 ............... ... . ... ............. ............ .... ...... . ......... ................... I ........ ........,............ 50-100 ................. .. ............... . ...... ........................ .. ...... ........................... — ........... .. 100-150 . . ... ................ ......... ..........,............. ..........I........,......,.... Augers Borings (Drill Rig for disturbed samples) 0 -40 pulling augers .............. ............................... ................. ............................... 40 - 80 pulling augers ............................................................... ............................... Test Borings Standard Penetration Test Borings (Soil sampling using either split - barrel or Shelby tube sampler at 5 -foot intervals in soil) Depth -Feet 0-60 .. ......... ........... .............. .......................... ... .................................. ................. 50-100.1 ............. 11 ............................................. .......... ........................................ 100 -150 . ......................................................... ......... ................... ........................... 7.00 /foot 10.00 /foot 12.001foot I$,00/foot 30,00[sample 40.00 1sample 12.00 /foot 14.001foot 1 B.001foot Additional split -spoon samples Depth Feet 0-50 ..................................................................................... ............................... 25.00/sample 60 100 ..................... I. "........ , ......... , ...................................... ............................... 30.00 /sample 100 -150 .... .... . .... . .................... . .... ... ..... . ............ .................... . ... -- ..I...................... 35.00/sample Rock Goring SetUp ..................................................................................... ............................... 100.001boring NX Coring (5' minimum) 0 -40 feet .......................................... ............................... 43.00/foot + 40 feet ................. ............................................................. ............................... 45.001foot Rock Bit Drilling ....................................................................... .........................,,.... 32.00/foot {percolation Tests OpenMole Method ...............................,................................. ............................... `temporary Casing 0-50 .... ....... ............................................... .............. .................... I ...... I..,..,.......... 60-100.1 ....... I..' ............. I ....... I ........ I.- ......... ... ....... ............. ............. — Closing Moles (grout or Approved Method) ...................................... ._............................. I111agC $375.001test 4.00/foot 5.00 /foot 5.001foot 1. C'eot CC, 1111ict I v t,oIIst(11"t14fi u Lily IIIcttdI1) m :i: ?I;1iwI]I - A SOIL LABORATORY TCSTtNG identification Atterberg Limits Determination (LL, PL) ................................................ ............................... Combined Analysis (Hydrometer and Sieve) ........................................ ............................... HydrometerAnalysis ................. ............................... ...................... ............................... Organic Content (by heating) ................................................................ ............................... Sieve Analysis (Unwashed) .................................................................. ............................... Sieve Analysis (Washed over #200 sieve) ............................................ ............................... Specific Gravity Determination .............................................................. ............................... Visual Engineering Classification .......................................................... ............................... Moisture. Content Determination ........................................................... ............................... 60.00 /test 105.00 /test 75.001test 48.00 /test 62.00 /test 77.00 /test 70.00/test 7.00/each 20.00 /test Compaction and Density LaboratoryLBR ................................................................................. ............................... 350.00 /test Modified Proctor (ASTM D 1557) ......................................................... ............................... 110.0 /test Standard Proctor (ASTM D 698) .......................................................... ............................... 100.001test 81, AGGREGATES LABORATORY TESTING Sieve Analysis (ASTM C 136) ........................... ............... ............. ............................... 75.00 /each Analysis of Material finer than #200 Sieve (ASTM C 117) ..................... ............................... 47.00/each Combined Coarse and Fine ................... ............................... ............. ............................... 00.00leach Abrasion (ASTM C 131) ........ ........................................................... ............................... 200,00jeach Large Size Aggregate ....................................................................... ............................... . 240.00 /each Spec €fic Gravity (ASTM C 127 or 128) ................................................. ............................... 55.00 /each Absorption Analysis (ASTM C 127 or 128) ........................................... ............................... 66.00/each Unit Weight (ASTM C 29) ....................................................................... ............................... 50.0016ach Specific Gravity and Absorption combined (ASTM C 127 or 128) ........ ............................... 70.00 /each Crushed Particle Determination ........................................................... ............................... 80.00 /each !V. ASPHALT LABORATORY TESTING Extraction (ASTM D 2172) (includes gradation) ............................ ............................... 155.00/each Extractiononly .......................................................................... ............................... 105.00 /each Asphalt Cement by ignition (including gradation) ............................... ............................... 145.00 1each Marshall Density Specimens (ASTM 2726) (already mixed) ................. ............................... 40.00 /each Setof 3 samples ... ............................................................... ............................... 100.001set Marshall Stability Flow and Density Specimens (ASTM D 1559) (already mixed),., ............ 45,00 /each Setof 3 samples ...................... . .... ............. .... .... ....... ........ ... .,... .. ... .. ....... I., ..... ......... 120.001set Core Density (field cut). ............... ............... ...................... ........................................ ........... 25.00/each Penetration and Specific Gravity (ASTM D 5). ............................. . ................ . ..................... 75.00/each In-place Asphalt Density with nuclear testing unit (equipment only)., ................................... 55.001day Asphalt Caring - person ....................................................... ............................... . ............ 61.00 /hour CoreDrifting Machine ................................ .................................. ........................................ 76.00/day Generator........................................................................................... ............................... 65.001day 2 1 P a g e 5,0 Payment and Partial Payments The CITY will make monthly payments or partial payments to the CONSULTANT for all authorized WORK performed during the previous calendar month. For design and construction projects where fee for each phase Is not specified, such payment shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each phase: • 15% upon completion and approval of Phase I. • 35% upon completion and approval of Phase 11. • 55% upon submittal and approval of 50% complete drawings and outline specifications of Phase III. • 75% upon 100% completion and approval of Phases III and IV. • 90% upon completion of the Project and approval of all WORK Phase V). • 100% upon final completion and approval of WORK elements A and 8 of Phase VI, The CONSULTANT shall submit an original invoice to the City's project representative for each payment certifying the percentage of the WORK completed by the CONSULTANT. The amount of the invoices submitted shall be the amount due for all WORK performed to date, as certified by the CONSULTANT, The request for payment shall include the following information: • Project Name and CONSULTANT's Name. • Total Contract amount (CONSULTANT's lump sum negotiated), if applicable. • Percent of work completed, • Amount earned. • Amount previously billed, • Due this invoice. • Balance remaining. • Summary of work done this billing period. • Invoice number and date. • CONSULTANT's W-9 Upon request by the CITY the CONSULTANT shall provide the CITY with certified payroll data for the WORK reflecting salaries and hourly rates. 6.0 Right of Decisions All services shall be performed by the CONSULTANT to the satisfaction of the CITY's representative, who shall decide all questions, difficulties and disputes of whatever nature which may arise under or by reason of this AGREEMENT, the prosecution and fulfillment of the services, and the character, quality, amount and value and the representative's decisions upon all claims, questions,, and Page 15 of 40 Professional Service AGREEMENT Tpepe012-31-12 (Revised SK 4-3-13, GAA 6-18-13) disputes shall be final, conclusive and binding upon the parties unless such determination is clearly arbitrary or unreasonable. In the event that the CONSULTANT does not concur In the judgment of the representative as to any decisions made by him, he shall present his written objections to the City Manager and shall abide by the decision of the City Manager. Nothing in this section shall mean to deny the right to arbitrate, by either party, in accordance with the appropriate Arbitration Rules of the American Arbitration Association. Page 16 of 40 Professional Service AGREEMENT Tpepe012 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) All reports and reproducible plans, and other data developed by the CONSULTANT for the purpose of this AGREEMENT shall become the property of the CITY without restriction or limitation in connection with the ovrner`s use and occupancy of the project. Reuse of these documents without written AGREEMENT from the CONSULTANT shall be the CITY'S sole risk and without liability and legal exposure to the CONSULTANT. When each individual section of the WORK under this AGREEMENT is complete all of the above applicable data shall be delivered to the CITY. 8.0 Court Appearances. Conferences and Hearings Nothing in this contract shall obligate the CONSULTANT to prepare for or appear in litigation on behalf of the CITY without additional compensation except for any dispute arising out of this contract unless the CONSULTANT or its employee Is subpoenaed to testify as a fact witness. The amount of such compensation for expert preparation and testimony or consultation shall be mutually agreed upon and be subject to a supplemental AGREEMENT approved by the City Commissioners and upon receipt of written authorization from the CITY prior to performance of a court appearance and conference. The CONSULTANT shall confer with the CITY at any time during construction of the improvement contemplated as to Interpretation of plans, correction of errors and omissions and preparation of any necessary plan thereof to correct such errors and omissions or clarify without added compensation. 9.0 Notices Any notices, reports or other written communications from the CONSULTANT to the CITY shall be considered delivered when received by the CITY. Any notices, reports or other communications from the CITY to the CONSULTANT shall be considered delivered when received by the CONSULTANT or its authorized representative. 10.0 Audit Rights The CITY reserves the right to audit the records of the CONSULTANT related to this AGREEMENT at any time during the execution of the WORK and for a period of one year after final payment is made. This provision is applicable only to projects that are on a time and cost basis. The CONSULTANT shall not sublet, assign, or transfer any WORK under this AGREEMENT without the prior written consent of the CITY. Page 17 of 40 Professional Service AGREEMENT Tpepe012 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 12,0 rran 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 contract and that he has not paid or agreed to pay any company or person other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage fee, gifts or any other considerations contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the CITY shall have the right to annul this contract without liability. 13.0 Jerminatign of RE E It Is expressly understood and agreed that the CITY may terminate this AGREEEMENT without penalty by declining to issue Notice to Proceed authorizing WORK in which event the CITY'S sole obligation to the CONSULTANT shall be payment for the WORK previously authorized and performed in accordance With the provisions of this AGREEMENT, such payment to be determined on the basis of the WORK performed by the CONSULTANT up to the time of termination. Upon termination, the CITY shall be entitled to a refund of any monies paid for any period of time subsequent to date of termination for which no work was performed, This AGREEMENT Is for a time period of three (3) years, commencing upon approval and execution of AGREEMENT. This AGREEMENT shall remain in force until the actual completion of performance of a given project awarded to the CONSULTANT, or unless otherwise terminated by the CITY. 15.0 ReneWgl Op_Jign This AGREEMENT may be renewed, at the sole discretion of the CITY, for an additional period, including renewals, of one (1) year. In the event either party fails; to comply with the provisions of this AGREEMENT, the aggrieved party may declare the other party in default and notify him in writing, In such event the CONSULTANT will only be compensated for any completed professional services. In the event partial payment has been made for such professional services not completed, the CONSULTANT shall return such sums to the CITY within ten (10) days after notice that said sums are due, In the event of any litigation between the parties arising out of or relating in any way to this AGREEMENT or a breach thereof, each party shall bear its own costs and legal fees. Page 18 of 40 Professional Service AGREEMENT TpepeC12-31-12 (Revised SK 4-3-13, GM 6-18-13) 17.0 Insurance and lndemnifieation The CONSULTANT shall maintain during the term of this AGREEMENT the insurance as set forth in "Attachment A, Insurance and Indemnification" to this AGREEMENT, 18.0 AGREEMENT Not Exclusive Nothing in this AGREEMENT shall prevent the CITY from employing other CONSULTANTS to perform the same or similar services. 19.0 Codes, Ordinances and Laws The CONSULTANT agrees to abide and be governed by all duty promulgated and published municipal, County, state and federal codes, ordinances, rules, regulations and laws In effect at the time of design which have a direct bearing on the WORK involved on this project, The CONSULTANT Is required to complete and sign all affidavits, including Public Entity Crimes Affidavit form (attached) pursuant to FS 287.133(3) (a), as required by the Request for Qualifications applicable to this AGREEMENT. 20.0 Taxes CONSULTANT shall be responsible for all payments of federal, state, and/or local taxes related to the Operations, inclusive of sales tax if applicable. 0 V W � r �Jg M& CONSULTANT shall comply with the Drug Free Workplace policy set forth in attachment # two which Is made a part of this AGREEMENT by reference. OR W=-977F - CONSULTANT is an independent entity under this AGREEMENT and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the parties. 23.0 Duties and Responsibilities CONSULTANT agrees to provide its services during the term of this AGREEMENT in accordance with all applicable laws, rules, regulations, and health and safety standards of the federal, state, and City, which may be applicable to the service being provided. Page 19 of 40 Professional Service AGREEMENT Tpepe012-31-12 (Revised SK 4-3-13, GM 6-18-13) CONSULTANT shall secure all necessary business and professional licenses at its sole expense prior to executing the AGREEMENT, 25.0 Entirety of AGREEMENT This writing embodies the entire AGREEMENT and understanding between the parties hereto, and there are no other AGREEMENTs and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of this AGREEMENT shall be valid unless made in writing and signed by both parties hereto, and approved by the City Commissioner if required by municipal ordinance or charter. 26.0 mill CITY and CONSULTANT knowingly, irrevocably voluntarily and Intentionally waive any right either may have to a trial by jury in State or Federal Court proceedings in respect to any action, proceeding, lawsuit or counterclaim arising out of the Contract Documents or the performance of the Work thereunder. IBM Wo ITMaRTU This AGREEMENT may be executed in several counterparts, each of which may be construed as an original. 28.0 Rules of Interpretation Throughout this AGREEMENT the male pronoun may-be substituted for female and neuter and the singular words substituted for plural and plural words substituted for singular wherever applicable. 29.0 g_v—e r If any term or provision of this AGREEMENT or the application thereof to any person or circumstance shall, to any extent be invalid or unenforceable, the remainder of this AGREEMENT, or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this AGREEMENT shall be valid and enforceable to the fullest extent permitted by law. 30.0 Non-Waive CITY and CONSULTANT agree that no failure to exercise and no delay in exercising any right, power or privilege under this AGREEMENT on the part of either party shall operate as a waiver of any right, power, or privilege under this AGREEMENT. No waiver of this AGREEMENT, in whole or part, including the provisions of this paragraph, may be implied by any act or omission and will only be Page 20 of 40 Professional Service AGREEMENT Tpepe012-31-12 (Revised SK 4-3-13, GM 6-18-13) valid and enforceable if in writing and duly executed by each of the parties to this AGREEMENT. Any waiver of any term, condition or provision of this AGREEMENT will not constitute a waiver of any other term, condition or provision hereof, nor will a waiver of any breach of any term, condition or provision constitute a waiver of any subsequent or succeeding breach. 31.0 No Discrimination No action shall be taken by the CONSULTANT which would discriminate against any person on the basis of race, creed, color, national origin, religion, sex, familial status, ethnicity, sexual orientation or disability. The CONSULTANT shall comply with the Americans with Disabilities Act 32.0 Equal Emplpyrment In accordance with Federal, State and Local law, the CONSULTANT shall not discriminate against any employee or applicant for employment because of race, color, ethnicity, religion, sex, sexual orientation, national origin or handicap. The CONSULTANT shall comply with all aspects of the Americans with Disabilities Act (ADA) during the performance of this contract. This AGREEMENT and the performance of services hereunder will be governed by the laws of the State of Florida, with exclusive venue for the resolution of any dispute being a court of competent jurisdiction in Miami -Dade County, Florida. 34.0 Effective Da Le This AGREEMENT shall not become effective and binding until it has been executed by both parties hereto and the effective date shall be the date of its execution by the last party so executing it. It is specifically understood and agreed that no other person or entity shall be a third party beneficiary hereunder, and that none of provisions of this AGREEMENT shall be for the benefit of or be enforceable by anyone other than the parties hereto, and that only the parties hereto shall have any rights hereunder. 36.0 Earthgr Assurances The parties hereto agree to execute any and all other and further documents as might be reasonably necessary in order to ratify, confirm, and effectuate the intent and purposes of the AGREEMENT. 37.0 Time of Essence Page 21 of 40 Professional Service AGREEMENT TpepeV12 -31 -12 (Revised SK 4 -3.13, GM 6- 18 -13) Time is of the essence of this AGREEMENT. 38.0 Interpretation This AGREEMENT shall not be construed more strongly against either party hereto, regardless of who was more responsible for its preparation. 39.0 Force Majeure Neither party hereto shall be in default of its failure to perform its obligations under this AGREEMENT if caused by acts of God, civil commotion, strikes, labor disputes, or governmental demands or requirements that could not be reasonably anticipated and the effects avoided or mitigated, Each party shall notify the other of any such occurrence. 2 Whenever notice shall be required or permitted herein, it shall be delivered by hand delivery, e- mail, facsimile transmission or certified mail, with return receipt requested and shall be deemed delivered on the date shown on the delivery confirmation or if by certified mail, the date on the return receipt or the date shown as the date same was refused or unclaimed. Notices shall be delivered to the following individuals or entities at the addresses (including e-mail) or facsimile transmission numbers set forth below. To CITY: City Manager, � -[;e ✓eh 6130 Sunset Dr. South Miami, FL 33143 E -mail: K2L Ov With copies by U.S. mail to: City Attorney, Thomas Pepe, Esquire 6130 Sunset Dr. South Miami, FL 33143 Fax: (305) 341 -0584 E -mail: tpepe@touthmiamifl.gov To CONSULTANT: John P. Downes, Manager, Florida Operations Stanley Consultants, Inc. 1641 Worthington Road, Suite 400 West Palm Beach, FL 33409 Phone: (561) 689 -7444 Fax: (561) 689 -3003 E -mail: downerlohn@stanieyc „ troup.com Page 22 of 40 Professional Service AGREEMENT TpepeV12 -31 -12 (Revised SK 4- 3 -13, GM 6- 18-13) IN WITNESS WHEREOF, this AGREEMENT is accepted on the date first above written subject to the terms and conditions set forth herein. WITNESSES CONTRACTOR Signature: Name, hn Downes Title: Manacier, Florida Operations AUTHENTICATION: OWNER: CITY OF SOUTH MIAMI Signature. Signature: aria Menendez' Legality and Execution Page 23 of 40 Professional Service AGREEMENT Tpepe:D1231-12 (Revised SK 4-3-13, GM 6-18-13) Attachment A Insurance and indemnification Page 24 of 40 Professional Service AGREEMENT TpepeO12 -31 -12 (Revised SK 4 -3 -13, G€v16- 18 -13) Insurance and Indemnification Without limiting its liability, the proposing firm shall be required to procure and maintain at its own expense during the life of the Contract, insurance of the types and in the minimum amounts stated below as will protect the proposing firm, from claims which may arise out of or result from the proposing firm's execution of a contract with the City of South Miami for Performance Based Audits, whether such execution by the firm or by any sub-consultant, or by anyone directly or indirectly employed by any of them or by anyone for whose acts any of them may be liable. The CONSULTANT shall not commence work on this AGREEMENT until he has obtained all insurance required by the CITY. The CONSULTANT shall indemnify and save the CITY harmless from any and all damages, claims, liability, losses and causes of actions of any kind or nature arising out of a negligent error, omission, or act of the CONSULTANT, its agents, representatives, employees, Sub-Contractor, or assigns, incident to arising out of or resulting from the performance of the CONSULTANT'S professional services under this AGREEMENT, The CONSULTANT shall pay all claims and losses of any kind or nature whatsoever, In connection therewith, including the CITY's attorney's fees and expenses in the defense of any action In law or equity brought against the CITY arising from the negligent error, omission, or act of the CONSULTANT, its agents, representatives, employees, Sub-Contractor, or assigns, incident to, arising out of or resulting from the performance of the CONSULTANT'S professional services under this AGREEMENT. The CONSULTANT agrees and recognizes that the CITY shall not be held liable or responsible for any claims, including the costs and expenses of defending such claims which may result from or arise out of actions or omissions of the CONSULTANT, its agents, representatives, employees, Sub-Contractors, sub-contractors, or assigns. In reviewing, approving or rejecting any submissions or acts of the CONSULTANT, the CITY in no way assumes or shares responsibility or liability of the CONSULTANTS, Sub-Contractors, their agents or assigns. The CONSULTANT shall maintain during the term of this AGREEMENT the following insurance: A. Professional Liability Insurance on a Florida approved form in the amount of $1,000,000 with deductible per claim if any, not to exceed 5% of the limit of liability providing for all sums which the CONSULTANT shall become legally obligated to pay as damages for claims arising out of the services or work performed by the CONSULTANT its agents, representatives, Sub- Contractors or assigns, or by any person employed or retained by him in connection with this AGREEMENT. This insurance shall be maintained for four years Insurance and Indemnification July 25, 2012 after completion of the construction and acceptance of any Project covered by this AGREEMENT. However, the CONSULTANT Page 25 of 40 Professional Service AGREEMENT TpepeQ12-31-12 (Revised SK 4-3-13, GM 6-18-13) may purchase Specific Project Professional Liability Insurance, in the amount and under the terms specified above, which is also acceptable. B, Comprehensive general liability insurance with broad form endorsement on a Florida approved form including automobile liability, completed operations and products liability, contractual liability, severability of interest with cross liability provision, and personal injury and property damage liability with limits of $1,000,000 combined single limit per occurrence and $2,000,000 aggregate, including: a. Personal Injury: $1,000,000; b. Medical Insurance $25,000 per person; c. Property Damage: $500,000 each occurrence, d, Automobile Liability. $1,000,000 each accident/occurrence. C. Umbrella Commercial General Liability insurance on a Florida approved form with the same coverage as the primary insurance policy but in the amount of $1,000,000 per claim. The CITY must be named as additional "named" Insured for all except Workers' Compensation, and reflect the indemnification and hold harmless provision contained herein. Policy must specify whether it is primary or excess/umbrella coverage. The CITY must receive 10 days advance written notice of any policy modification and 30 days advance written notice of cancellation, including cancellation for non-payment of premiums. All insurance must remain in full force and effect for the duration of the contract period with the CITY. The CONSULTANT must provide not only a "certified copy" of the Binder but also the Policy itself with the name, address and phone number of the agent and agency procuring the insurance. D. Workman's Compensation Insurance in compliance with Chapter 440, Florida Statutes, as presently written or hereafter -amended. E. The policies shall contain waiver of subrogation against the CITY where applicable, shall expressly provide that such policy or policies are primary over any other collective Insurance that the CITY may have, The CITY reserves the right at any time to request a copy of the required policies for review. All policies shall contain a "severabillity of interest' or 'cross liability" clause without obligation for premium payment of the CITY. F. All of the above insurance required to be provided by the CONSULTANT is to be placed with BEST rated A-8 {A -VIII) or better insurance companies, qualified to do business under the laws of the State of Florida on approved Florida forms, The CONSULTANT shall furnish certified copies of all "Binders" or certificates of insurance to the CITY prior to the commencement of operations, which "Binders' or certificates shall clearly indicate that the CONSULTANT has obtained insurance in the type, amount, Page 26 of 40 Professional Service AGREEMENT TpepeC12-31-12 (Revised SK 4-3-13, GM 6-18-13) and classification as required for strict compliance with this Section and that no reduction in limits by endorsement during the policy term, or cancellation of this insurance shall be effective without thirty (30) days prior written notice to the CETY, Compliance with the foregoing requirements shall not relieve the CONSULTANT of his liability and obligations under this Section or under any other portion of this AGREEMENT. CONSULTANT agrees to supply copies of certificates of insurance to the CITY verifying the above- mentioned insurance coverage. CONSULTANT agrees to list the CITY as an Additional Insured of the CONSULTANT's General liability insurance and shall provide the CITY quarterly reports concerning any and all claims. Page 27 of 40 Professional Service AGREEMENT TpepeOl.2 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Exhibit 2 "Affidavits and Forms" (Respondents must complete and submit with their proposal.) Page 28 of 40 Professional Service AGREEMENT 7pepeO12-31-12 (Revised SK 4-3-13, GM 6-18-13) EXHIBIT 2 AFFIDAVITS AND FORMS SUBMISSION REQUIREMENTS 1. Respondent's Sworn Statement under Section 287.133(3)(A), Florida Statutes, on Attachment #1 "Public Entity Crimes and Conflicts of Interest Affidavit," shall be completed and provided with the proposal submittal. 2. Neither the CONSULTANT, nor any of his/her/its employees shall be permitted to represent any client before the Commission or any Committee, department or agency of the CITY, and shall agree not to undertake any other private representation which might create a conflict of interest with the CITY. The CONSULTANT may not represent any Commission member, individually, or, any member of their family or any business in which the Commission member of their family has an interest. 3. All proposals received will be considered public records. The CITY will consider all quotations using such criteria as the Commission or City Manager may adopt at either of their sole discretion, The CONSULTANT selected will be required to enter into a formal AGREEMENT with the CITY in a form satisfactory to the CITY, prior to the execution of which the CITY shall reserve all rights, including the right to change its selection. 4. Respondent's Attachment #2 "Drug Free Workplace" form shall be completed and provided with the proposal submittal. 5. Respondent's Attachment #3 "No Conflict of Interest Non Collusion Affidavit," shall be completed and provided with the proposal submittal. 6. Respondent's Attachment #4 "Acknowledgement and Conformance with OSHA Standards," shall be completed and provided with the proposal submittal, 7. Respondent's Attachment #5 "Related Party Transaction Verification Form" shall be completed and provided with the proposal submittal. Page 29 of 40 Professional Service AGREEMENT Tpepe012.31-12 (Revised SK 4-3-13, GM 6-18-13) ATTACHMENT 91 PUBLIC ENTITY CRIMES AND CONFLICTS OF INTEREST Pursuant to the provisions of Paragraph (2) (a) of Section 287.133, Florida State Statutes - "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a Bid on a Contract to provide any goods or services to a public entity, may not submit a Bid on a Contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded to perform work as a Contractor, supplier, Subcontractor, or Consultant under a Contract with any public entity, and may not transact business with any public entity in excess of the threshold amount Category Two of Section 287.017, Florida Statutes, for thirty six (36) months from the date of being placed on the convicted vendor list". The award of any contract hereunder is subject to the provisions of Chapter 11,2, Florida State Statutes. The CONSULTANT must disclose the name of any officer, director, partner, associate or agent who is also an officer or employee of the City of South Miami or its agencies. SWORN STATEMENT PURSUANT TO SECTION 287.133 (3)(a), FLORIDA -STATUTES ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. 1. This sworn statement is submitted to City of South Miami [print name of the public entity) by John E, QQwne5, Maaagpc Elglida Operations [print individual's name and title] For Slanley Consultants. Inc. (°print name of entity submitting sworn statement) whose business address Is 1641 Worthington Road, Suite 400 and (if applicable) its Federal Employer Identification Number (FEIN) is 42-1a20758 (if the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement: 2. 1 understand that a "public entity crime" as defined in Paragraph 287.133 (1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, including, but not limited Page 30 of 40 Professional Service AGREEMENT Tpepe012-31-12 (Revised SK 4-3-13, GM 6-18-13) to, any bid or contract for goods or set-vices to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3. 1 understand that "convicted" or "conviction" as defined in Paragraph 287.133 (1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, non jury trial, or entry of a plea of guilty or nolo contender. 4. 1 understand that an "affiliate" as defined in Paragraph 287133 ([)(a), Florida Statutes, means: (a) A predecessor or successor of a person convicted of a public entity crime, or (b) An entity under the control of any natural person who is active In the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest In any person, or a pooling of equipment or income among persons when not for fair market value under an arm's length AGREEMENT, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. 1 understand that a "Person" as defined In Paragraph 287,133 U)(e), Florida 51atute means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services led by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. 6. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. [Indicate which statement applies.] Neither the entity submitting this sworn statement, nor any of Its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989, — The entity submitting this sworn statement or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the Page 31 of 40 Professional Service AGREEMENT Tpepe:012-31-12 (Revised SK 4-3-13, GM 6-18-13) management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July i, 1989. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent of July I, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. (Attach a copy of the final order.] I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY INDENTIFIEDIN PARAGRAPH I (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY, AND THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED, I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.417, FLORIDA STATUTES, FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. _ J [signature] Sworn to and subscribed before me this � rci day of " 20 _Personally known or Produced identification (Type of Identification) Notary Public « State of Florida My commission expires is 25.2015 Page 32 of 40 Professional Service AGREEMENT Tpepe012- 31-12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #2 "DRUG FREE WORKPLACE" Whenever two or more Bids which are equal with respect to price, quality and service are received by the State or by any political subdivisions for the procurement of commodities or contractual services, a Bid received from a business that certifies that it has implemented a drug - free workplace program shall be given preference in the award process. Established procedures for processing tie Bids will be followed if none of the tied vendors have a drug -free workplace program. In order to have a drug -free workplace program, a business shall: 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such Prohibition, 2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug - free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under Bid a copy of the statement specified in Subsection a). 4. In the statement specified in Subsection (1), notify the employees, that, as a condition of working on the commodities or contractual services that are under Bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contender to, any violation of Chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program, if such is available in the employee's community, by any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. PROPOSER's Signature: !"°"' Page 33 of 40 Professional Service AGREEMENT TpepeO12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Print Name: John P. Downes, Manacer, Florida Operations Date. July 3, 2013 Page 34 of 40 Professional Service AGREEMENT TpepeO12-31-12 (Revised SK 4-3-13, GM 6-18-13) ATTACHMENT #3 "NO CONFLICT OF INTERE5TJNON COLLUSION AFFIDAVIT" Submitted this 3r! day of lulu , 20 13 . The undersigned, as CONSULTANT, declares that the only persons interested in this AGREEMENT are named herein; that no other person has any interest in this AGREEMENT; That this response is made without connection or arrangement with any other person; and that this response is in every respect fair and made in good faith, without collusion or fraud. The CONSULTANT agrees if this response /submission is accepted, to execute an appropriate CITY document for the purpose of establishing a formal contractual relationship between the CONSULTANT and the CITY, for the performance of all requirements to which the response /submission pertains. The full -names and residences of persons and firms interested in the foregoing bid /proposal, as principals, are as follows: The CONSULTANT further certifies that this response /submission complies with section 4 (c) of the Charter of the City of South Miami, Florida. That, to the best of its knowledge and belief, no commissioner, Mayor or other officer or employee of the CITY has an interest directly or Indirectly in the profits or emoluments of the Contract, job, work or service to which the response /submission pertain Signature: Printed Name: John P, Downes Title: Manager, Florida Operations Telephone: 561 -689 -7444 Company Name: 5tanigy, Consultants, Inc, Page 35 of 40 Professional Service AGREEMENT TpepeV12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) NOTARY PUBLIC: STATE OF OLWiL- COUNTY OF - day 1 The foregoing instrument was acknowledged before me this day of 20 1 by P,--Vbtn4S (name of person whose signature is being notarized) who is Personally known or Personal identification SEAL PATPMIL QRWGM WCOWMNIEEIIM EXMM 2015 I KNOW Page 36 of 40 Professional Service AGREEMENT Tpepe012-31-12 (Revised SK 4-3-13, GM 6-18-13) Type of Identification Produced ATTACHMENT #4 "ACKNOWLEDGEMENT AND CONFORMANCE WITH OSHA STANDARDS" TO THE CITY OF SOUTH MIAMI We, Stanley Consultants. Inc., (Name of Contractor), hereby acknowledge and agree that as CONSULTANT, as specified have the sole responsibility for compliance with all the requirements of the Federal Occupational Safety and Health Act of 1970, and all State and local safety and health regulations, and agree to indemnify and hold harmless the City of South Miami against any and all liability, claims, damages, losses and expenses they may incur due to the failure of (subcontractor's names): to comply with such act or regulation. CONTRACTOR Stanley Consultants, Inc. ess BY- John P. Da it Name Mi.n.g• • •. •r a Page 37 of 40 Professional Service AGREEMENT Tpepe012 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #5 "RELATED PARTY TRANSACTION VERIFICATION FORM" I John P. Downes , individually and on behalf of Stanley Consultants, Inc. — ("Firm") p4ame of Representarivel [Company'vendadEntityl have read the City of South Miami (CITY)'s Code of Ethics, Section 8A-1 of the CITY's Code of Ordinances and I hereby certify, under penalty of perjury that to the best of my knowledge, information and belief: 1. Neither I nor the Firm have any conflict of interest (as defined in section 8A-D with regard to the contract or business that 1, and/or the Firm, am (are) about to perform for, or to transact with, the CITY, and 2. Neither I nor any employees, officers, directors of the Firm, nor anyone who has a financial interest greater than 5% in the Firmi has any relative(s), as defined in section 8A-1, who is an employee of the CITY or who is(are) an appointed or elected official of the CITY, or who is(are) a member of any public body created by the City Commission, Le,, a board or committee of the CITY, and 3. Neither I nor the Firm, nor anyone who has a financial interest greater than 5% in the Firm, nor any member of those persons' immediate family (i.e., spouse, parents, children, brothers and sisters) has transacted or entered into any contract(s) with the CITY or has a financial interest, direct or indirect, in any business being transacted with the CITY, or with any person or agency acting for the CITY, other than as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be Signed under oath). 4. No elected and/or appointed official or employee of the City of Miami, or any of their immediate family members (Le., spouse, parents, children, brothers and sisters) has.a financially Interest directly or indirectly, in the contract between you and/or your Firm and the CITY other than the following individuals whose Interest is set forth following their names: None (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). The names of all CITY employees and that of all elected and/or appointed CITY officials or board members, who own, directly or indirectly, an interest of five percent (51/16) or more of the total assets of capital stock in the firm are as follows: None .(use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). 5. 1 and the Firm further agree not to use or attempt to use any knowledge, property or resource which may come to us through our position of trust, or through our Page 38 of 40 Professional Service AGREEMENT TpepeV12-31-12 (Revised SK 4-3-13, GM 6-18-13) performance of our duties under the terms of the contract with the CITY, to secure a special privilege, benefit, or exemption for ourselves, or others. We agree that we may not disclose or use information, not available to members of the general public, for our personal gain or benefit or for the personal gain or benefit of any other person or business entity, outside of the normal gain or benefit anticipated through the performance of the contract, 6. 1 and the Firm hereby acknowledge that we have not contracted or transacted any business With the CITY or any person or agency acting for the CITY, and that we have not appeared in representation of any third party before any board, commission or agency of the CITY within the past two years other than as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). Neither I nor any employees, officers, or directors of the Firm, nor any of their immediate family (i.e., as a spouse, son, daughter, parent, brother or Sister) is related by blood or marriage to: (I) any member of the City Commission; (ii) any CITY employee, or (iii) any member of any board or agency of the CITY other than as follows: None (use a separate sheet,to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). 7. No other Firm, nor any officers or directors of that Other Firm or anyone who has a financial interest greater than 5% in that Other Firm, nor any member of those persons' immediate family (i.e., spouse, parents, children, brothers and sisters) nor any of my immediate family members (hereinafter referred to as "Related Parties") has responded to a solicitation by the CITY in which I or the Firm that I represent or anyone who has a financial interest greater than 5% in the Firm, or any member of those persons' Immediate family (Le. spouse, parents, children, brothers and sisters) have also responded, other than the following: . None (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). 8. 1 and the Firm agree that we are obligated to supplement this Verification Form and inform the CITY of any change in circumstances that would change our answers to this document. Specifically, after the opening of any responses to a solicitation, I and the Firm have an obligation to supplement this Verification Form with the name of all Related Parties who have also responded to the same solicitation and to disclose the relationship of those parties to me and the Firm. Page 39 of 40 Professional Service AGREEMENT Tpeoe*12-31-12 (Revised SK 4-3-13, GM 6-181-13) 9. A violation of the CITY's Ethics Code, the giving of any false information or the failure to supplement this Verification Form, may subject me or the Firm to immediate termination of any AGREEMENT with the CITY, and the imposition of the maximum fine and/or any penalties allowed by law. Additionally, violations may be considered by and subject to action by the Miami-Dade County Commission on Ethics. Under penalty of perjury, I declare that I have made a diligent effort to investigate the matters to which I am attesting hereinabove and that the statements made hereinabove are true and correct to the best of my knowledge, information and belief. Signature: Print Name & Title: John P. Dow[)es. Manager, Florida Qpecaptig!i-s Date: July 3. 2013 ATTACHED. Sec. 8A -1- Conflict of interest and code of ethics ordinance. Page 40 of 40 Professional Service AGREEMENT TpepeV12-31-12 (Revised SK 4-3-13, GM 6-18-13) ;• Utz 't �>1 � � �'� PROFESSIONAL $ERVIICE AGREEMENT General A(� �G--�� ufL Services THIS AGREEMENT made and entered into this 17-1 day of i. Ak , 2013 by and between the CITY OF SOUTH MIAMI, a political subdivision of the State of Florida and G —ALW ; 10 authorized to do business in the State of Florida, hereinafter referred to as the "CONSULTANT ". In consideration of the premises and the mutual covenants contained in this AGREEMENT, the CITY OF SO4JTH MIAML through its City Manager, agrees to employ the CONSULTANT for a period ending on —� , and the CONSULTANT agrees to be available, continuing basis, to perform profession 'Al services in connection with project(s) where the basic estimated construction costs of each individual project does not exceed $2,000,000.00 or where the individual study does not exceed $200,000.00, herein after called the "SERVICES ". 1.0 General Provisions 1.1 The CONSULTANT may be awarded work and issued a Notice to Proceed to provide professional services for a project, for a portion of a project, or for discrete tasks on a project Additional Professional Services, for the purpose of reviewing work performed by other professional consultants or for other miscellaneous engineering services that may be required. 1.2 A Notice to Proceed will be issued on an as needed basis at the sole discretion of the City Manager, or his designee, hereinafter referred to as "CITY ". The City of South Miami reserves, at all times, the right to perform any and all engineering work in -house or with other engineers. This AGREEMENT does not confer on the CONSULTANT any exclusive rights to perform work on behalf of the City of South Miami, nor does it obligate the City of South Miami in any manner to guarantee work for the CONSULTANT. The CONSULTANT may submit proposals for any professional services for which proposals may be publicly solicited by the City of South Miami outside of this AGREEMENT. 1.3 The CITY will confer with the CONSULTANT before any Notice to Proceed is issued to discuss the scope of the work; the time needed to complete the WORK and the fee for the services to be rendered in connection With the WORK. 1.4 The CONSULTANT will submit a proposal upon the CITY'S request prior to the issuance of a Notice to Proceed. No payment will be made for the CONSULTANT'S time and services in connection with the preparation of any proposal. 1.5 The CITY agrees that it will furnish to the CONSULTANT plans and other data available in the CITY files pertaining to the WORK to be performed under this AGREEMENT promptly after each Notice to Proceed. 1.6 The CONSULTANT agrees to produce and distribute minutes, promptly after each meeting at which the CONSULTANT'S presence is required. Page I of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 1.7 The CITY may designate a representative who, on behalf of the City Manager shall examine the documents submitted by the CONSULTANT and shall render decisions promptly, to avoid unreasonable delay in the progress of the CONSULTANT'S services. The CONSULTANT shall keep the CITY'S representative advised on the project status at all times. 1.8 The CITY agrees to issue all directives and approval in writing. 2.0 Professional Services 2.1 General Services The professional services to be provided by the consultant may be one or more of the following, and include but not limited to: A. Roadway Engineering to include streets, sidewalk, curb, gutter, drainage, associated traffic control devices, stripping, lighting, irrigation, speed reduction devices and residential landscaping. B. Drainage Design includes the necessary analysis needed to implement proposed drainage improvements, preparation of paving and drainage plan for municipal building and facilities. C. Civil Engineering, to include Distribution Systems Improvement / Analysis and design and Sanitary Sewer System Evaluation and design. D. Environmental Engineering, including, site investigation and design needed to prepare remediation plans to mitigate underground storage tanks, hazardous waste materials and asbestos materials. E. Traffic Engineering Services will include daily volume counts, data analysis, preparation of conceptual improvements plan, present reports and recommendations to stakeholders and preparation of final traffic engineering report. F. Architectural Services to provide drawings and specifications for new constructions as well as additions and renovations; attend meetings with City staff and presentations to City Commission; provide plans developed on AutoCAD latest version and copies of reproducible hard copy and diskette of plans in the requested format. G. Landscape Architecture including providing drawings and specifications for landscape projects; site master planning, analysis and design, urban design plans/concept diagrams, open space planning, analysis and design; community planning, analysis and design; natural resource planning analysis and design; Parks design; renderings /modeling; provide plans developed on AutoCAD latest version and copies of reproducible hard copy and diskette of plans in the requested format. H. Registered Surveying and Mapping Other incidental services associated to the above items. Page 2 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 2.2 Design & Construction - Basic Services The Basic Services, for design and construction, consist of six (6) phases described in Paragraph 2.2.1 through 2.2.6. The scope outlined below is applicable in its entirety to projects for which completed Basic Services are authorized. Upon authorization to proceed from the CITY, the CONSULTANT agrees to provide complete professional services for any portion or all of the six Phases outlined below applicable to its profession. The CONSULTANT agrees to co- ordinate its effort with that of any other providers of professional services to assure a coordinated and complete WORK. In a multi - professionally consulted project, the lead CONSULTANT, as designated by the CITY, shall prepare the final bid package including bid documents and specifications, which shall be prepared by, and be the responsibility of the respective disciplines. 2.2.1 Phase I- Preliminary and Schematic Design: A. The CONSULTANT shall confer with representatives of the CITY and the end user to determine the full scope of the Project that will meet the program requirements, and shall advise the CITY if, in the CONSULTANT'S opinion, the allocated funds are adequate to accomplish the program requirements, as defined by an individual purchase order for the specific work to be performed. B. The CONSULTANT shall use proper and adequate design control to assure the CITY that the program requirements will be met. C. The CONSULTANT shall prepare a Design Concept and Schematic Report, comprising of the Project Timetable (Master Schedule), Planning Summary (unless advised otherwise), Schematic Design Studies (unless advised otherwise) as defined below, and the Statement of Probable Construction Cost. D. The Proposed Project Timetable shall consist of a schedule showing the proposed completion date on each Phase of the Project through design, bidding, construction, and proposed date of completion. E. The Planning Summary (unless advised otherwise) shall consist of a vicinity plan and blow- up of the Site (if applicable) showing Project orientation, and a brief summary of all pertinent planning criteria used for the Project. F. The Schematic Design Studies (unless advised otherwise) shall consist of all plans, elevations, sections, etc. as required to show the scale and relationship of the parts and the design concept of the whole. A simple perspective sketch, rendering, model or photograph thereof may be provided to further show the design concept. G. The CONSULTANT shall present the Schematic design studies to the appropriate commission, committee, agency or board (hereinafter collectively referred to as "Boards ") for their approval when the project requires such approval. The Consultant shall make copies necessary for presentation to the Board at no additional cost to City. H. The CONSULTANT shall present the schematic design studies to all the appropriate utility companies (such as FPL, Southern Bell, Dynamic Cable, MDWASA, etc.) for any conflict with their utilities. Page 3 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) The Statement of Probable Construction Cost shall include estimated cost of the Project including fixed equipment, professional fees, contingencies (if any), escalation factors adjusted to the estimated bid date, movable estimate (if any), and utility service extensions (if applicable). The CONSULTANT'S opinions of probable Total Project Costs and Construction Cost are to be made on the basis of the CONSULTANT'S experience and qualifications and represent CONSULTANT'S best judgment as an experienced and qualified professional, familiar with the local construction industry and prices. The CONSULTANT shall submit and present two (2) copies of all documents required under this Phase, without additional charge, for approval by the CITY and it shall not proceed with the next Phase until directed by the CITY in writing, 2.2.2 Phase II — Study and Design Development: A. From the approved Schematic Design documents, the CONSULTANT shall prepare Design Development Documents, comprising the drawings, outline specifications and other documents to fix and describe the size and character of the entire Project as to construction and finish materials and other items incidental thereto as may be appropriate and applicable. B. The Design Development Documents shall comprise the Proposed Project Timetable (updated), Outline Specifications, Updated Statement of Probable Construction Cost, and Design Development Drawings, etc., as required to clearly delineate the Project. If the Updated Statement of Probable Construction Cost exceeds the allocated funds, feasible cost or scope reduction options shall be included. C. The CONSULTANT shall submit and present two (2) sets of all documents required under this Phase, without additional charge, for approval by the CITY and not proceed with the next Phase until directed by the CITY in writing. D. The CONSULTANT shall at all times monitor the Probable Construction Costs to make certain they remain within the total allocated budget. A Notice to Proceed to Phase III will not be issued if the latest statement of Probable Construction Cost exceeds the total allocated funds. 2.2.3 Phase III — Final Design / Construction Documents Development: A. From the approved Design Development Documents, the CONSULTANT shall prepare Final Construction Documents setting forth in detail the requirements for the construction of the Project including the Proposal (Bid) Form and other necessary information for bidders, Conditions of the Contract, and Complete Drawings and Specifications. The CONSULTANT shall use Construction Specifications Institute (CSI) Standards and the City of South Miami Standard forms for the preparation of the proposal (bid) forms, Instructions to Bidders, conditions of Contract and Specifications. The CONSULTANT shall review all existing City Specifications, for completeness prior to use and shall supply all needed additional specifications. The final draft of the construction documents shall meet the requirements of and be approved by the City Attorney. B. The Construction Documents shall be prepared in a manner that will assure clarity of line work, notes, and dimensions when the documents are reduced to 50% of their size. All drawings shall be on 24" x 36" paper ( "D" size), on the CITY's standard sheet format, unless Page 4 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) approved otherwise. C. All construction documents shall be submitted in both "hard copy" and electronic media in a mutually agreed upon electronic format, but generally as follows: 1. Non - drawing submittals in Microsoft Office Word format. 2. Drawings in AutoCAD format. 3. GIS files should be in ArcView format Version 3.2. D. When the development of the drawings has progressed to at least 50% completion in Phase III, the CONSULTANT shall submit two (2) copies to the CITY for approval, without additional charge, along with updated outline specifications. The CONSULTANT shall also submit at this time an updated Statement of Probable Construction cost as indicated by time factor, changes in requirements, or general market conditions and an updated Project Schedule. E. The CONSULTANT shall not proceed with the further development until approval of the documents is received from the CITY in writing. The CONSULTANT shall make all changes to documents required by the CITY before proceeding further. A set of the revised documents shall be returned to the CITY after incorporating all of the changes, if any. F. A Notice to Proceed for the completion of Phase III will not be issued if the latest Statement of Probable Construction Cost exceeds the total allocated funds, unless the CITY increases the total allocated funds or the CONSULTANT and the CITY agrees on methods of cost reductions sufficient to enable construction within the project budget. G. Upon 100% completion of the Construction Documents, the CONSULTANT shall submit to the CITY a final, updated Statement of Probable Construction Cost along with two (2) copies each of the final draft of all drawings, specifications, reports, programs, etc., without additional charge, for a final review and comments or approvals. H. The CONSULTANT shall make all the necessary presentations to the appropriate CITY Boards which would be normally required of any construction project (such as Environmental Review Board, Historical Preservation Board etc.) for the final approval. The CONSULTANT at no extra cost to the CITY shall make all required changes or additions and resolve all questions resulting from Board review (see paragraph H) if the changes or additions do not alter the scope of the project as determined under paragraph 2.2.1 A. The 100% complete final Construction Documents shall be returned to the CITY for final approval. Upon final approval by the CITY, the CONSULTANT shall furnish to the CITY drawings and specifications, without additional charge to the CITY for bidding purposes, unless instructed otherwise. J. The CONSULTANT shall arrange for "dry runs" and /or make final submissions to appropriate authorities (regulatory agencies to include and not limited to City, County, State or Federal) as necessary, to ascertain that the Construction Documents meet the necessary requirements to obtain all the necessary permits for construction. The CONSULTANT shall respond to all technical questions from regulatory agencies. The CONSULTANT shall modify, at no additional cost to CITY, in order to acquire the necessary permits. Page S of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 2.2.4 Phase IV - Bidding and Negotiation Phase: A. Upon obtaining all necessary approvals of the Construction Documents, and approval by the CITY of the latest Statement of Probable Construction Cost, the CONSULTANT shall furnish the drawings and specifications as indicated above for bidding, and assist the CITY in obtaining bids as well as awarding and preparing construction contracts. The CONSULTANT shall attend all pre -bid conferences. The CONSULTANT shall be present during the bid opening and as part of its assistance to the CITY will tally, evaluate and issue a recommendation to the CITY after verifying bond, insurance documents, questionnaire and reference submitted by the constructor. B. The CONSULTANT shall issue Addenda to the Construction Documents through the CITY as appropriate to clarify, correct or change Bid Documents. C. If Pre - Qualification of bidders is required as set forth in the Request for Qualification, the CONSULTANT shall assist City in developing qualification criteria, review qualifications of prospective bidders, and recommend acceptance or rejection of the prospective bidders. D. If the lowest responsible Base Bid received exceeds the Total Allocated Funds the CITY may: 1. Approve the increase in Project Cost and award a construction contract or, 2. reject all bids and rebid the Project within a reasonable time with no change in the Project, or 3. Direct the CONSULTANT to revise the Project scope or quality, or both, as approved by the CITY and rebid the Project, or 4. Suspend or abandon the Project, or 5. Exercise all options under the City Charter and State Law. NOTE: Under item (2) and (3) above, the CONSULTANT shall, without additional compensation, assist the CITY in obtaining re -bids, and awarding the re -bid of the project. Under item (3) above, the CONSULTANT shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the Total Allocated Funds when the lowest responsible bid is over 15% of the CONSULTANT estimate. All construction contracts must be approved by the City Commission after the City awards the contract for commission approval. E. For the purpose of payment to the CONSULTANT, the Bidding Phase will terminate and the services of the CONSULTANT will be considered complete upon signing of an AGREEMENT with a Contractor. Rejection of bids by the CITY does not constitute cancellation of the project. 2.2.5 Phase V — General Administration of the Construction Contract: A. The Construction Phase will begin with the City Commission approval of the award of the Construction Contract and will end when the Contractors final Payment Certificate is approved and paid by the CITY. B. The CONSULTANT, as the representative of the CITY during the Construction Phase, shall advise and consult with the CITY and shall have authority to act on behalf of the CITY Page 6 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) to the extent provided in the General Conditions and as modified in the Supplementary Conditions of the Construction Contract. C. The CONSULTANT shall attend pre - construction meetings. D. The CONSULTANT shall at all times have access to the project wherever it is in preparation or progress. E. The CONSULTANT shall visit the site at least weekly and at all key construction events to ascertain the progress of the Project and to determine in general if the WORK is proceeding in accordance with the Contract Documents. On the basis of on -site observations, the CONSULTANT will use reasonable and customary care to guard the CITY against defects and deficiencies in the WORK. The CONSULTANT may be required to provide continuous daily on -site observations to check the quality or quantity of the WORK as set forth in this AGREEMENT and defined by the Scope of WORK issued for the individual project. On the basis of the on -site observations, the CONSULTANT will advise the CITY as to the progress of and any observed defects and deficiencies in the WORK immediately in writing. The CONSULTANT shall furnish the CITY with a written report of all observations of the WORK made by him during each visit to the WORK. He shall also note the general status and progress of the WORK, and shall submit same in a timely manner. The CONSULTANT shall ascertain at least monthly that the Contractor is making timely, accurate, and complete notations on record drawings. G. Based on observations at the site and on the Contractors Payment Certificate, the CONSULTANT shall determine the amount due the Contractor on account and he shall recommend approval of the Certificate in such amounts. The recommendation of approval of a Payment Certificate shall constitute a representation by the CONSULTANT to the CITY that, the CONSULTANT certifies to the CITY that the WORK has progressed to the point indicated, and the quality of the WORK is in accordance with the Contract Documents subject to: I. An evaluation of the WORK for conformance with the Contract Documents upon substantial completion. 2. The results of any subsequent tests required by the Contract Documents. 3. Minor deviations from the Contract Documents correctable prior to completion and acceptance of the project. H. The CONSULTANT shall have an affirmative duty to recommend rejection of WORK, which does not conform to the Contract Documents. Whenever, in its reasonable opinion, the CONSULTANT considers it necessary or advisable to insure compliance with the Contract Documents, it will have authority (with the City's prior approval) to recommend special inspections or testing of any WORK deemed not to be in accordance with the Contract Documents whether or not such WORK has been fabricated and delivered to the Project, or installed and completed. The CONSULTANT shall promptly review and approve shop drawings, samples, and other submissions of the Contractor for conformance with the design concept of the Project and for compliance with the Contract Documents. Changes or substitutions to the Contract Documents shall not be authorized without concurrence with the CITY. Page 7 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) J. The CONSULTANT shall review and recommend action on proposed Change Orders initiated by others, and initiate proposed change orders as required by its own observations or the requirement of the CITY. K. The CONSULTANT shall examine the WORK upon receipt of the Contractor's Certificate of Substantial Completion of the Project. A Punch List of any defects and discrepancies in the WORK required to be corrected by the Contractor shall be prepared by the CONSULTANT in conjunction with representatives of the CITY and satisfactory performance obtained before the CONSULTANT recommends execution of Certificate of Final Acceptance and final payment to the Contractor. He shall obtain from the Contractor all warranties, guarantees, operating and maintenance manuals for equipment, releases of lien and such other documents and certificates as may be required by applicable codes, laws, policy regulations, the specifications and the other Contract Documents and deliver them to the CITY. L. The CONSULTANT shall provide assistance in obtaining Contractor's compliance with the Contract Documents relative to, 1) initial instruction of CITY personnel in the operation and maintenance of any equipment or system, 2) initial start -up and testing, adjusting and balancing of equipment and systems, and, 3) final clean -up of the project. M. The CONSULTANT shall provide the contractor with three sets of drawings labeled "Construction Plans" for permit from Public Works. 2.2.6 Phase VI - Post Construction Administration A. The CONSULTANT shall prepare and provide the CITY with a written manual, to be used by the CITY, outlining the implementation plan of all the required maintenance necessary to keep the proposed WORK operational in a safe and effective manner. B. The CONSULTANT shall furnish to the CITY, reproducible record (as- built) drawings updated based on information furnished by the Contractor: such drawings shall become the property of the CITY. C. The CONSULTANT shall assist in the inspection of the WORK one month before the expiration of any guarantee period or the sixth month whichever is earlier and report any defective WORK in the Project under terms of the guarantee/warranties for correction. The CONSULTANT shall assist the CITY with the administration of guarantee /warranties for correction of defective WORK that may be discovered during the said period. D. The CONSULTANT shall furnish the City with a 3 -ring binder labeled "Close -out Documents" that will include, as a minimum, a copy of: • Certificates of completion • As- Builts (1/2 size) • Test Results • Daily construction inspection reports • Progress meeting minutes • Approved shop drawings Page 8 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) • Warranty manuals as applicable • Final release of liens • Final payment to contractor 2.3 Additional Professional Services Additional Services as listed below are normally considered to be beyond the scope of the Basic Services for design and construction, as defined in this AGREEMENT, but which are additional services which may be authorized within the Scope of Work given the CONSULTANT. A. Special analysis of the CITY'S needs, and special programming requirements for a project. B. Financial feasibility, life cycle costing or other special studies. C. Planning surveys, site evaluations, or comparative studies of prospective sites. D. Design services relative to future facilities, systems and equipment, which are not intended to be constructed as part of a specific Project. E. Services to investigate existing conditions (excluding utilities) or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by the CITY. Professional detailed Estimates of Construction Cost consisting of quantity surveys itemizing all material, equipment and labor required for a Project. G. Consultation concerning replacement of any WORK damaged by fire or other cause during construction, and furnishing professional services of the type set forth in Basic Services as may be required relative to replacement of such WORK, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. H. Professional services made necessary by the default of the Contractor or by major defects in the WORK under the Construction Contract, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. Making major revisions changing the Scope of a project, to drawings and specifications when such revisions are inconsistent with written approvals or instruction previously given by the CITY and are due to causes beyond the control of the CONSULTANT. (Major revisions are defined as those changing the Scope and arrangement of spaces and /or scheme or any portion). J. The services of one or more full -time Project Representatives. K. Preparing to serve or serving as an expert witness in connection with any arbitration proceeding or legal proceeding in connection with a Project. L. Professional services required after approval by the CITY or the Contractor's Requisition for Final Payment, except as otherwise required under Basic Services. M. Preparing supporting data, drawings, and specifications as may be required for Change Orders Page 9 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) affecting the scope of a Project provided the Changes are due to causes found by the CITY to be beyond the control of the CONSULTANT. 3.0 Time for Completion The services to be rendered by the CONSULTANT for any WORK shall be commenced upon written Notice to Proceed from the CITY subsequent to the execution of this AGREEMENT and shall be completed within the time based on reasonable determination, stated in the said Notice to Proceed. A reasonable extension of time will be granted in the event there is a delay on the part of the CITY in fulfilling its part of the AGREEMENT, change of scope of work or should any other events beyond the control of the CONSULTANT render performance of his duties impossible. 4.0 Basis of Compensation The CONSULTANT agrees to negotiate a "not to exceed" fee or a fixed sum fee for each of the WORK assigned to him based on the Scope of such WORK. Upon AGREEMENT of a fee, the CITY will issue a written authorization to proceed to the CONSULTANT. In case of emergency, the CITY reserves the right to issue oral authorization to the CONSULTANT, with the understanding that written confirmation will follow immediately thereafter as possible. For reproduction of plans and specifications, beyond the requirements as identified under this AGREEMENT the CITY will pay the direct costs. The fees for Professional Services for each Project shall be determined by one of the following methods or a combination thereof, as mutually agreed upon by the CITY and the CONSULTANT. A fixed sum: The fee for a task or a scope of work may be a fixed sum as mutually agreed upon by the CITY and the CONSULTANT: Page 10 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Hourly Rate Fee The CITY agrees to pay, and the CONSULTANT agrees to accept, for the services rendered pursuant to this AGREEMENT, fees in accordance with the following. Category Hourly Rate Principal $143.00 Project Manager $123.75 Senior Architect $94.82 Architect $75.53 Construction Manager $75.53 Construction Inspection $64.21 Senior Draftsman/Technical /CADD Operator $54.23 Draftsmen $46.25 Data Processing / Clerical $35.75 Senior Engineer $121.61 Engineer $75.53 Hourly rates will include all wages, benefits, overhead and profit. Page I I of 3 2 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 5.0 Payment and Partial Payments The CITY will make monthly payments or partial payments to the CONSULTANT for all authorized WORK performed during the previous calendar month. For design and construction projects where fee for each phase is not specified, such payment shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each phase: • 15% upon completion and approval of Phase I. • 35% upon completion and approval of Phase H. • 55% upon submittal and approval of 50% complete drawings and outline specifications of Phase III. • 75% upon 100% completion and approval of Phases III and IV. • 90% upon completion of the Project and approval of all WORK Phase V). • 100% upon final completion and approval of WORK elements A and B of Phase VI. The CONSULTANT shall submit an original invoice to the City's project representative for each payment certifying the percentage of the WORK completed by the CONSULTANT. The amount of the invoices submitted shall be the amount due for all WORK performed to date, as certified by the CONSULTANT. The request for payment shall include the following information: • Project Name and CONSULTANT's Name. • Total Contract amount (CONSULTANT's lump sum negotiated), if applicable. • Percent of work completed. • Amount earned. • Amount previously billed. • Due this invoice. • Balance remaining. • Summary of work done this billing period. • Invoice number and date. • CONSULTANT's W -9 Upon request by the CITY the CONSULTANT shall provide the -CITY with certified payroll data for the WORK reflecting salaries and hourly rates. 6.0 Right of Decisions All services shall be performed by the CONSULTANT to the satisfaction of the CITY's representative, who shall decide all questions, difficulties and disputes of whatever nature which may arise under or by reason of this AGREEMENT, the prosecution and fulfillment of the services, and the character, quality, amount and value and the representative's decisions upon all claims, questions, and disputes shall be final, conclusive and binding upon the parties unless such determination is clearly arbitrary or unreasonable. In the event that the CONSULTANT does not concur in the judgment of the representative as to any decisions made by him, he shall present his written objections to the City Manager and shall abide by the decision of the City Manager. Nothing in this section shall mean to deny the right to arbitrate, by either parry, in accordance with the appropriate Arbitration Rules of the American Arbitration Association. Page 12 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 7.0 Ownership of Documents All reports and reproducible plans, and other data developed by the CONSULTANT for the purpose of this AGREEMENT shall become the property of the CITY without restriction or limitation in connection with the owner's use and occupancy of the project. Reuse of these documents without written AGREEMENT from the CONSULTANT shall be the CITY'S sole risk and without liability and legal exposure to the CONSULTANT. When each individual section of the WORK under this AGREEMENT is complete all of the above applicable data shall be delivered to the CITY. 8.0 Court Aapearances. Conferences and Hearings Nothing in this contract shall obligate the CONSULTANT to prepare for or appear in litigation on behalf of the CITY without additional compensation except for any dispute arising out of this contract unless the CONSULTANT or its employee is subpoenaed to testify as a fact witness. The amount of such compensation for expert preparation and testimony or consultation shall be mutually agreed upon and be subject to a supplemental AGREEMENT approved by the City Commissioners and upon receipt of written authorization from the CITY prior to performance of a court appearance and conference. The CONSULTANT shall confer with the CITY at any time during construction of the improvement contemplated as to interpretation of plans, correction of errors and omissions and preparation of any necessary plan thereof to correct such errors and omissions or clarify without added compensation. 9.0 Notices Any notices, reports or other written communications from the CONSULTANT to the CITY shall be considered delivered when received by the CITY. Any notices, reports or other communications from the CITY to the CONSULTANT shall be considered delivered when received by the CONSULTANT or its authorized representative. 10.0 Audit Rights The CITY reserves the right to audit the records of the CONSULTANT related to this AGREEMENT at any time during the execution of the WORK and for a period of one year after final payment is made. This provision is applicable only to projects that are on a time and cost basis. 11.0 Subletting The CONSULTANT shall not sublet, assign, or transfer any WORK under this AGREEMENT without the prior written consent of the CITY. 12.0 Warranty 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 contract and that he has not paid or agreed to pay any company or person other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage fee, gifts or any other considerations contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the CITY shall have the right to annul this contract without liability. Page 13 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 13.0 Termination of AGREEMENT It is expressly understood and agreed that the CITY may terminate this AGREEEMENT without penalty by declining to issue Notice to Proceed authorizing WORK, in which event the CITY'S sole obligation to the CONSULTANT shall be payment for the WORK previously authorized and performed in accordance with the provisions of this AGREEMENT, such payment to be determined on the basis of the WORK performed by the CONSULTANT up to the time of termination. Upon termination, the CITY shall be entitled to a refund of any monies paid for any period of time subsequent to date of termination for which no work was performed. 14.0 Duration of AGREEMENT This AGREEMENT is for a time period of three (3) years, commencing upon approval and execution of AGREEMENT. This AGREEMENT shall remain in force until the actual completion of performance of a given project awarded to the CONSULTANT, or unless otherwise terminated by the CITY. 15.0 Renewal Option This AGREEMENT may be renewed, at the sole discretion of the CITY, for an additional period not to exceed a total contract period, including renewals, of one (1) year. 16.0 Default In the event either party fails to comply with the provisions of this AGREEMENT, the aggrieved party may declare the other party in default and notify him in writing. In such event, the CONSULTANT will only be compensated for any completed professional services. In the event partial payment has been made for such professional services not completed, the CONSULTANT shall return such sums to the CITY within ten (10) days after notice that said sums are due. In the event of any litigation between the parties arising out of or relating in any way to this AGREEMENT or a breach thereof, each party shall bear its own costs and legal fees. 17.0 Insurance and Indemnification The CONSULTANT shall maintain during the term of this AGREEMENT the insurance as set forth in "Attachment A, Insurance and Indemnification" to this AGREEMENT. 18.0 AGREEMENT Not Exclusive Nothing in this AGREEMENT shall prevent the CITY from employing other CONSULTANTS to perform the same or similar services. 19.0 Codes. Ordinances and Laws The CONSULTANT agrees to abide and be governed by all duly promulgated and published municipal, County, state and federal codes, ordinances, rules, regulations and laws in effect at the time of design which have a direct bearing on the WORK involved on this project. The CONSULTANT is required to complete and sign all affidavits, including Public Entity Crimes Affidavit form (attached) pursuant to FS 287.133(3) (a), as required by the Request for Qualifications applicable to this AGREEMENT. Page 14 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 20.0 Taxes CONSULTANT shall be responsible for all payments of federal, state, and /or local taxes related to the Operations, inclusive of sales tax if applicable. 21.0 Drug Free Workplace CONSULTANT shall comply with the Drug Free Workplace policy set forth in attachment # two which is made a part of this AGREEMENT by reference. 22.0 Independent Contractor CONSULTANT is an independent entity under this AGREEMENT and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the parties. 23.0 Duties and Responsibilities CONSULTANT agrees to provide its services during the term of this AGREEMENT in accordance with all applicable laws, rules, regulations, and health and safety standards of the federal, state, and City, which may be applicable to the service being provided. 24.0 Licenses and Certifications CONSULTANT shall secure all necessary business and professional licenses at its sole expense prior to executing the AGREEMENT. 25.0 Entirety of AGREEMENT This writing embodies the entire AGREEMENT and understanding between the parties hereto, and there are no other AGREEMENTs and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of this AGREEMENT shall be valid unless made in writing and signed by both parties hereto, and approved by the City Commissioner if required by municipal ordinance or charter. 26.0 u Trial CITY and CONSULTANT knowingly, irrevocably voluntarily and intentionally waive any right either may have to a trial by jury in State or Federal Court proceedings in respect to any action, proceeding, lawsuit or counterclaim arising out of the Contract Documents or the performance of the Work thereunder. 27.0 Validity of Executed Copies This AGREEMENT may be executed in several counterparts, each of which may be construed as an original. 28.0 Rules of Interpretation Throughout this AGREEMENT the male pronoun may be substituted for female and neuter and the singular words substituted for plural and plural words substituted for singular wherever applicable. Page 15 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 29.0 Severability If any term or provision of this AGREEMENT or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this AGREEMENT, or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this AGREEMENT shall be valid and enforceable to the fullest extent permitted by law. 30.0 Non - Waiver CITY and CONSULTANT agree that no failure to exercise and no delay in exercising any right, power or privilege under this AGREEMENT on the part of either party shall operate as a waiver of any right, power, or privilege under this AGREEMENT. No waiver of this AGREEMENT, in whole or part, including the provisions of this paragraph, may be implied by any act or omission and will only be valid and enforceable if in writing and duly executed by each of the parties to this AGREEMENT. Any waiver of any term, condition or provision of this AGREEMENT will not constitute a waiver of any other term, condition or provision hereof, nor will a waiver of any breach of any term, condition or provision constitute a waiver of any subsequent or succeeding breach. 31.0 No Discrimination No action shall be taken by the CONSULTANT which would discriminate against any person on the basis of race, creed, color, national origin, religion, sex, familial status, ethnicity, sexual orientation or disability. The CONSULTANT shall comply with the Americans with Disabilities Act 32.0 Equal Employment In accordance with Federal, State and Local law, the CONSULTANT shall not discriminate against any employee or applicant for employment because of race, color, ethnicity, religion, sex, sexual orientation, national origin or handicap. The CONSULTANT shall comply with all aspects of the Americans with Disabilities Act (ADA) during the performance of this contract. 33.0 Governing Laws This AGREEMENT and the performance of services hereunder will be governed by the laws of the State of Florida, with exclusive venue for the resolution of any dispute being a court of competent jurisdiction in Miami -Dade County, Florida. 34.0 Effective Date This AGREEMENT shall not become effective and binding until it has been executed by both parties hereto and the effective date shall be the date of its execution by the last party so executing it. 35.0 Third Party Beneficiary It is specifically understood and agreed that no other person or entity shall be a third party beneficiary hereunder, and that none of provisions of this AGREEMENT shall be for the benefit of or be enforceable by anyone other than the parties hereto, and that only the parties hereto shall have any rights hereunder. Page 16 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 36.0 Further Assurances The parties hereto agree to execute any and all other and further documents as might be reasonably necessary in order to ratify, confirm, and effectuate the intent and purposes of the AGREEMENT. 37.0 Time of Essence Time is of the essence of this AGREEMENT. 38.0 Interpretation This AGREEMENT shall not be construed more strongly against either parry hereto, regardless of who was more responsible for its preparation. 39.0 Force Majeure Neither parry hereto shall be in default of its failure to perform its obligations under this AGREEMENT if caused by acts of God, civil commotion, strikes, labor disputes, or governmental demands or requirements that could not be reasonably anticipated and the effects avoided or mitigated. Each party shall notify the other of any such occurrence. 40.0 Notices Whenever notice shall be required or permitted herein, it shall be delivered by hand delivery, e-mail, facsimile transmission or certified mail, with return receipt requested and shall be deemed delivered on the date shown on the delivery confirmation or if by certified mail, the date on the return receipt or the date shown as the date same was refused or unclaimed. Notices shall be delivered to the following individuals or entities at the addresses (including e-mail) or facsimile transmission numbers set forth below: To CITY: City Manager, .54-e- Jan A- ej De-YL- 6130 Sunset Dr. South Miami, FL 33143 Fax: 38s_ &(o3 -&34!; E- mail: S .So&0rv%iA -w%i � L, lot/ - With copies by U.S. mail to: City Attorney, Thomas Pepe, Esquire 6130 Sunset Dr. South Miami, FL 33143 Fax: (305) 341 -0584 E -mail: tpepe @southmiamifl.gov To CONSULTANT: IN WITNESS WHEREOF, this AGREEMENT is accepted on the date first above written subject to the terms and conditions set forth herein. WITNESSES. p CONTRACTOR k(,Ac Signature: me: Na Title: .: ( , AUTH N I TON: OWNER: CITY OF SOUTH MIAMI Page 17 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Signa? Execut Page 18 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Attachment A Insurance and Indemnification Page 19 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Insurance and Indemnification I. Insurance and Indemnification Without limiting its liability, the proposing firm shall be required to procure and maintain at its own expense during the life of the Contract, insurance of the types and in the minimum amounts stated below as will protect the proposing firm, from claims which may arise out of or result from the proposing firm's execution of a contract with the City of South Miami for Performance Based Audits, whether such execution by the firm or by any sub - consultant, or by anyone directly or indirectly employed by any of them or by anyone for whose acts any of them may be liable. The CONSULTANT shall not commence work on this AGREEMENT until he has obtained all insurance required by the CITY. The CONSULTANT shall indemnify and save the CITY harmless from any and all damages, claims, liability, losses and causes of actions of any kind or nature arising out of a negligent error, omission, or act of the CONSULTANT, its agents, representatives, employees, Sub - Contractor, or assigns, incident to arising out of or resulting from the performance of the CONSULTANT'S professional services under this AGREEMENT. The CONSULTANT shall pay all claims and losses of any kind or nature whatsoever, in connection therewith, including the CITY's attorney's fees and expenses in the defense of any action in law or equity brought against the CITY arising from the negligent error, omission, or act of the CONSULTANT, its agents, representatives, employees, Sub - Contractor, or assigns, incident to, arising out of or resulting from the performance of the CONSULTANT'S professional services under this AGREEMENT. The CONSULTANT agrees and recognizes that the CITY shall not be held liable or responsible for any claims, including the costs and expenses of defending such claims which may result from or arise out of actions or omissions of the CONSULTANT, its agents, representatives, employees, Sub - Contractors, sub - contractors, or assigns. In reviewing, approving or rejecting any submissions or acts of the CONSULTANT, the CITY in no way assumes or shares responsibility or liability of the CONSULTANTS, Sub - Contractors, their agents or assigns. The CONSULTANT shall maintain during the term of this AGREEMENT the following insurance: A. Professional Liability Insurance on a Florida approved form in the amount of $1,000,000 with deductible per claim if any, not to exceed 5% of the limit of liability providing for all sums which the CONSULTANT shall become legally obligated to pay as damages for claims arising out of the services or work performed by the CONSULTANT its agents, representatives, Sub - Contractors or assigns, or by any person employed or retained by him in connection with this AGREEMENT. This insurance shall be maintained for four years Insurance and Indemnification July 25, 2012 after completion of the construction and acceptance of any Project covered by this AGREEMENT. However, the CONSULTANT may purchase Specific Project Professional Liability Insurance, in the amount and under the terms specified above, which is also acceptable. B. Comprehensive general liability insurance with broad form endorsement, on a Florida approved form including automobile liability, completed operations and products liability, contractual liability, severability of interest with cross liability provision, and personal injury and property damage liability with limits of $1,000,000 combined single limit per occurrence and $2,000,000 aggregate, including: a. Personal Injury: $1,000,000; b. Medical Insurance $25,000 per person; Page 20 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) c. Property Damage: $500,000 each occurrence; d. Automobile Liability: $1,000,000 each accident/occurrence. C. Umbrella Commercial General Liability insurance on a Florida approved form with the same coverage as the primary insurance policy but in the amount of $1,000,000 per claim. The CITY must be named as additional "named" insured for all except Workers' Compensation, and reflect the indemnification and hold harmless provision contained herein. Policy must specify whether it is primary or excess /umbrella coverage. The CITY must receive 10 days advance written notice of any policy modification and 30 days advance written notice of cancellation, including cancellation for non - payment of premiums. All insurance must remain in full force and effect for the duration of the contract period with the CITY. The CONSULTANT must provide not only a "certified copy" of the Binder but also the Policy itself with the name, address and phone number of the agent and agency procuring the insurance. D. Workman's Compensation Insurance in compliance with Chapter 440, Florida Statutes, as presently written or hereafter amended. E. The policies shall contain waiver of subrogation against the CITY where applicable, shall expressly provide that such policy or policies are primary over any other collective insurance that the CITY may have. The CITY reserves the right at any time to request a copy of the required policies for review. All policies shall contain a "severability of interest" or "cross liability" clause without obligation for premium payment of the CITY. F. All of the above insurance required to be provided by the CONSULTANT is to be placed with BEST rated A -8 (A -VIII) or better insurance companies, qualified to do business under the laws of the State of Florida on approved Florida forms. The CONSULTANT shall furnish certified copies of all "Binders" or certificates of insurance to the CITY prior to the commencement of operations, which "Binders" or certificates shall clearly indicate that the CONSULTANT has obtained insurance in the type, amount, and classification as required for strict compliance with this Section and that no reduction in limits by endorsement during the policy term, or cancellation of this insurance shall be effective without thirty (30) days prior written notice to the CITY. Compliance with the foregoing requirements shall not relieve the CONSULTANT of his liability and obligations under this Section or under any other portion of this AGREEMENT. CONSULTANT agrees to supply copies of certificates of insurance to the CITY verifying the above - mentioned insurance coverage. CONSULTANT agrees to list the CITY as an Additional Insured of the CONSULTANT's General liability insurance and shall provide the CITY quarterly reports concerning any and all claims. Page 21 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6-18-13) Exhibit 2 "Affidavits and Forms" (Respondents must complete and submit with their proposal.) Page 22 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) EXHIBIT 2 AFFIDAVITS AND FORMS SUBMISSION REQUIREMENTS I. Respondent's Sworn Statement under Section 287.1 33(3)(A), Florida Statutes, on Attachment #1 "Public Entity Crimes and Conflicts of Interest Affidavit," shall be completed and provided with the proposal submittal. 2. Neither the CONSULTANT, nor any of his /her /its employees shall be permitted to represent any client before the Commission or any Committee, department or agency of the CITY, and shall agree not to undertake any other private representation which might create a conflict of interest with the CITY. The CONSULTANT may not represent any Commission member, individually, or, any member of their family or any business in which the Commission member of their family has an interest. 3. All proposals received will be considered public records. The CITY will consider all quotations using such criteria as the Commission or City Manager may adopt at either of their sole discretion. The CONSULTANT selected will be required to enter into a formal AGREEMENT with the CITY in a form satisfactory to the CITY, prior to the execution of which the CITY shall reserve all rights, including the right to change its selection. 4. Respondent's Attachment #2 "Drug Free Workplace" form shall be completed and provided with the proposal submittal. 5. Respondent's Attachment #3 "No Conflict of Interest Non Collusion Affidavit," shall be completed and provided with the proposal submittal. 6. Respondent's Attachment #4 "Acknowledgement and Conformance with OSHA Standards," shall be completed and provided with the proposal submittal. 7. Respondent's Attachment #5 "Related Party Transaction Verification Form" shall be completed and provided with the proposal submittal. Page 23 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #I PUBLIC ENTITY CRIMES AND CONFLICTS OF INTEREST Pursuant to the provisions of Paragraph (2) (a) of Section 287.133, Florida State Statutes - "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a Bid on a Contract to provide any goods or services to a public entity, may not submit a Bid on a Contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded to perform work as a Contractor, supplier, Subcontractor, or Consultant under a Contract with any public entity, and may not transact business with any public entity in excess of the threshold amount Category Two of Section 287.017, Florida Statutes, for thirty six (36) months from the date of being placed on the convicted vendor list ". The award of any contract hereunder is subject to the provisions of Chapter 1 12, Florida State Statutes. The CONSULTANT must disclose the name of any officer, director, partner, associate or agent who is also an officer or employee of the City of South Miami or its agencies. SWORN STATEMENT PURSUANT TO SECTION 287.133 (3)(a), FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. I . This sworn statement is submitted to by Goode [print name of the public entity] [grin dividual's name an title], ,LW /447 for [print name of entity submitting sworn statement] whose business address is q% and (if applicable) its Federal Employer Identification Number (FEIN) is Ca / Y , d (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement: U16 ) 2. 1 understand that a "public entity crime" as defined in Paragraph 287.133 (1 )(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, including, but not limited to , any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3. 1 understand that "convicted" or "conviction" as defined in Paragraph 287.133 (1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by Page 24 of 32 Professional Service AGREEMENT Tpepe@ 12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) indictment or information after July 1, 1989, as a result of a jury verdict, non -jury trial, or entry of a plea of guilty or nolo contender. 4. 1 understand that an "affiliate" as defined in Paragraph 287.133 (1 )(a), Florida Statutes, means: (a) A predecessor or successor of a person convicted of a public entity crime; or (b) An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in any person, or a pooling of equipment or income among persons when not for fair market value under an arm's length AGREEMENT, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. I understand that a "person" as defined in Paragraph 287.133 (1 )(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services led by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. 6. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. [Indicate which statement applies.] _1// Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. _ The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July I, 1989. _ The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent of July 1, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. [Attach a copy of the final order.] I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY INDENTIFIED IN PARAGRAPH I (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY, AND THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE Page 25 of 32 Professional Service AGREEMENT Tpepe@ 12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES, FOR CATEGORY -rWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. ��---- I [signature] Sworn to and subscribed before me this 21 day of,120 6 3 iC Personally known or Produced identification (Type of identification) Notary Public - State of FLO VJ DA: My commission expires 7 'Z4 2® 14 (Printed, typed or stamped commissioned name of notary public) ' eo`PAY I' Notary Public State of Florida °�- M Com Conde `9 �4�� My Commission EE 219143 '`nor no Expires 07/24/2016 Page 26 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #2 "DRUG FREE WORKPLACE" Whenever two or more Bids which are equal with respect to price, quality and service are received by the State or by any political subdivisions for the procurement of commodities or contractual services, a Bid received from a business that certifies that it has implemented a drug -free workplace program shall be given preference in the award process. Established procedures for processing tie Bids will be followed if none of the tied vendors have a drug -free workplace program. In order to have a drug -free workplace program, a business shall: 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such Prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under Bid a copy of the statement specified in Subsection (1). 4. In the statement specified in Subsection (1), notify the employees, that, as a condition of working on the commodities or contractual services that are under Bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contender to, any violation of Chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program, if such is available in the employee's community, by any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. PROPOSER's , Signature: Print Name: DU C, cC Coyu ID Date: 7 @ ®, Page 27 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #3 "NO CONFLICT OF INTEREST /NON COLLUSION AFFIDAVIT" Submitted this Z7day of Z..k "- ,20 , The undersigned, as CONSULTANT, declares that the only persons interested in this AGREEMENT are named herein; that no other person has any interest in this AGREEMENT; That this response is made without connection or arrangement with any other person; and that this response is in every respect fair and made in good faith, without collusion or fraud. The CONSULTANT agrees if this response /submission is accepted, to execute an appropriate CITY document for the purpose of establishing a formal contractual relationship between the CONSULTANT and the CITY, for the performance of all requirements to which the response /submission pertains. The full -names and residences of persons and firms interested in the foregoing bid /proposal, as principals, are as follows: The CONSULTANT further certifies that this response /submission complies with section 4(c) of the Charter of the City of South Miami, Florida. That, to the best of its knowledge and belief, no commissioner, Mayor or other officer or employee of the CITY has an interest directly or indirectly in the profits or emoluments of the Co tract, job, work or service to which the response /submission pertains. Signature: Printed Name: Du L-ce, cos .. )DE Title: pfl.- o c 1 PA (� Telephone: _ -24 c) — D -7 Company Name: A&42,14, NOTARY PUBLIC: STATE OF COUNTY OF IAM 1 DADI= Page 28 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SIC 4 -3 -13, GM 6- 18 -13) i~ 13 The foregoing instrument was acknowledged before me this 21 day of t .20 by (name of person whose signature is being notarized) who is Personally known or Personal identification Type of Identification Produced SEAL doV O!P, c Notary Public State of Florida ? : Marisew Conde S ,C�My Commission EE 219143_ Did take an oath, or 9ora�` Expires 07/24 /2016 ll Did Not take an oath. (Name of Notary Public: Print, Stamp or type as commissioned.) Page 29 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #4 "ACKNOWLEDGEMENT AND CONFORMANCE WITH OSHA STANDARDS" TO THE CITY OF SOUTH MIAMI We, 50& _ 4 , (Name of Contractor), hereby acknowledge and agree that as CONSULTANT, as specified have the sole responsibility for compliance with all the requirements of the Federal Occupational Safety and Health Act of 1970, and all State and local safety and health regulations, and agree to indemnify and hold harmless the City of South Miami against any and all liability, claims, damages, losses and expenses they may incur due to the failure of (subcontractor's names): to comply with such act or regulation. Page 30 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Witness ATTACHMENT #S "RELATED PARTY TRANSACTION VERIFICATION FORM" t>, individually and on behalf of U-- ( "Firm") [Name of Representative] [CompanylVendoriEntity] have read the City of South Miami (CITY)'s Code of Ethics, Section 8A- I of the CITY's Code of Ordinances and I hereby certify, under penalty of perjury that to the best of my knowledge, information and belief: 1. Neither I nor the Firm have any conflict of interest (as defined in section 8A -1) with regard to the contract or business that I, and /or the Firm, am (are) about to perform for, or to transact with, the CITY, and 2. Neither I nor any employees, officers, directors of the Firm, nor anyone who has a financial interest greater than 5% in the Firm, has any relative(s), as defined in section 8A -1, who is an employee of the CITY or who is(are) an appointed or elected official of the CITY, or who is(are) a member of any public body created by the City Commission, i.e., a board or committee of the CITY, and 3. Neither I nor the Firm, nor anyone who has a financial interest greater than 5% in the Firm, nor any member of those persons' immediate family (i.e., spouse, parents, children, brothers and sisters) has transacted or entered into any contract(s) with the CITY or has a financial interest, direct or indirect, in any business being transacted with the CITY, or with any person or agency acting for the CITY, other than as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be Signed under oath). 4. No elected and /or appointed official or employee of the City of Miami, or any of their immediate family members (Le., spouse, parents, children, brothers and sisters) has a financially interest, directly or indirectly, in the contract between you and /or your Firm and the CITY other than the following individuals whose interest is set forth following their names: —01(+ (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). The names of all CITY employees and that of all elected and /or appointed CITY officials or board members, who own, directly or indirectly, an interest of five percent (5%) or more of the total assets of capital stock in the firm are as follows: X) (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). 5. 1 and the Firm further agree not to use or attempt to use any knowledge, property or resource which may come to us through our position of trust, or through our performance of our duties under the terms of the contract with the CITY, to secure a special privilege, benefit, or exemption for ourselves, or others. We agree that we may not disclose or use information, not available to members of the general public, for our personal gain or benefit or for the personal gain or benefit of any other person or business entity, outside of the normal gain or benefit anticipated through the performance of the contract. Page 31 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 6. 1 and the Firm hereby acknowledge that we have not contracted or transacted any business with the CITY or any person or agency acting for the CITY, and that we have not appeared in representation of any third party before any board, commission or agency of the CITY within the past two years other than as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). Neither I nor any employees, officers, or directors of the Firm, nor any of their immediate family (i.e., as a spouse, son, daughter, parent, brother or Sister) is related by blood or marriage to: (i) any member of the City Commission; (ii) any CITY employee; or (iii) any member of any board or agency of the CITY other than as follows: k) /0 ( (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). 7. No other Firm, nor any officers or directors of that Other Firm or anyone who has a financial interest greater than 5% in that Other Firm, nor any member of those persons' immediate family (i.e., spouse, parents, children, brothers and sisters) nor any of my immediate family members (hereinafter referred to as "Related Parties ") has responded to a solicitation by the CITY in which I or the Firm that I represent or anyone who has a financial interest greater than 5% in the Firm, or any member of those persons' immediate family (Le. spouse, parents, children, brothers and sisters) �haave also responded, other than the following: tj (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). 8. 1 and the Firm agree that we are obligated to supplement this Verification Form and inform the CITY of any change in circumstances that would change our answers to this document. Specifically, after the opening of any responses to a solicitation, I and the Firm have an obligation to supplement this Verification Form with the name of all Related Parties who have also responded to the same solicitation and to disclose the relationship of those parties to me and the Firm. 9. A violation of the CITY's Ethics Code, the giving of any false information or the failure to supplement this Verification Form, may subject me or the Firm to immediate termination of any AGREEMENT with the CITY, and the imposition of the maximum fine and /or any penalties allowed by law. Additionally, violations may be considered by and subject to action by the Miami -Dade County Commission on Ethics. Under penalty of perjury, I declare that I have made a diligent effort to investigate the matters to which I am attesting hereinabove and that the s ements made hereinabove are true and correct to the best of my knowledge, information and belief. Signature: Ad��� Print Name & Title: L AJ1 Date: & 0-2 q /°5 ATTACHED: Sec. 8A- I - Conflict of interest and code of ethics ordinance. Page 32 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) PROFESSIONAL SERVICE AGREEMENT General C_.zyx i- Services THIS AGREEMENT made and entered into this & day of 2013 by and between the CITY OF SOUTH MIAMI, a political subdivision of the State of Florida and CIVIL WORKS, INC. authorized to do business in the State of Florida, hereinafter referred to as the "CONSULTANT ". In consideration of the premises and the mutual covenants contained in this AGREEMENT, the CITY OF SOUTH �IA,Mltrough its City Manager, agrees to employ the CONSULTANT for a period ending on V M(P, and the CONSULTANT agrees to be available, continuing basis, to perform professional services in connection with project(s) where the basic estimated construction costs of each individual project does not exceed $2,000,000.00 or where the individual study does not exceed $200,000.00, herein after called the "SERVICES ". 1.0 General Provisions 1.1 The CONSULTANT may be awarded work and issued a Notice to Proceed to provide professional services for a project, for a portion of a project, or for discrete tasks on a project. Additional Professional Services, for the purpose of reviewing work performed by other professional consultants or for other miscellaneous engineering services that may be required. 1.2 A Notice to Proceed will be issued on an as needed basis at the sole discretion of the City Manager, or his designee, hereinafter referred to as "CITY ". The City of South Miami reserves, at all times, the right to perform any and all engineering work in -house or with other engineers. This AGREEMENT does not confer on the CONSULTANT any exclusive rights to perform work on behalf of the City of South Miami, nor does it obligate the City of South Miami in any manner to guarantee work for the CONSULTANT. The CONSULTANT may submit proposals for any professional services for which proposals may be publicly solicited by the City of South Miami outside of this AGREEMENT. 1.3 The CITY will confer with the CONSULTANT before any Notice to Proceed is issued to discuss the scope of the work, the time needed to complete the WORK and the fee for the services to be rendered in connection with the WORK. 1.4 The CONSULTANT will submit a proposal upon the CITY'S request prior to the issuance of a Notice to Proceed. No payment will be made for the CONSULTANT'S time and services in connection with the preparation of any proposal. Page 1 of 39 Professional Service AGREEMENT Tpepe012 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 1.5 The CITY agrees that it will furnish to the CONSULTANT plans and other data available in the CITY files pertaining to the WORK to be performed under this AGREEMENT promptly after each Notice to Proceed. 1.6 The CONSULTANT agrees to produce and distribute minutes, promptly after each meeting at which the CONSULTANT'S presence is required. 1.7 The CITY may designate a representative who, on behalf of the City Manager shall examine the documents submitted by the CONSULTANT and shall render decisions promptly, to avoid unreasonable delay in the progress of the CONSULTANT'S services. The CONSULTANT shall keep the CITY'S representative advised on the project status at all times. 1.8 The CITY agrees to issue all directives and approval in writing. 2.0 Professional Services 2.1 General Services The professional services to be provided by the consultant may be one or more of the following, and include but not limited to: A. Roadway Engineering to include streets, sidewalk, curb, gutter, drainage, associated traffic control devices, stripping, lighting, irrigation, speed reduction devices and residential landscaping. B. Drainage Design includes the necessary analysis needed to implement proposed drainage improvements, preparation of paving and drainage plan for municipal building and facilities. C. Civil Engineering, to include Distribution Systems Improvement/ Analysis and design and Sanitary Sewer System Evaluation and design. D. Environmental Engineering, including, site investigation and design needed to prepare remediation plans to mitigate underground storage tanks, hazardous waste materials and asbestos materials. E. Traffic Engineering Services will include daily volume counts, data analysis, preparation of conceptual improvements plan, present reports and recommendations to stakeholders and preparation of final traffic engineering report. Page 2 of 39 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) F. Architectural Services to provide drawings and specifications for new constructions as well as additions and renovations; attend meetings with City staff and presentations to City Commission; provide plans developed on AutoCAD latest version and copies of reproducible hard copy and diskette of plans in the requested format. G. Landscape Architecture including providing drawings and specifications for landscape projects; site master planning, analysis and design, urban design plans /concept diagrams, open space planning, analysis and design; community planning, analysis and design; natural resource planning analysis and design; Parks design; renderings /modeling; provide plans developed on AutoCAD latest version and copies of reproducible hard copy and diskette of plans in the requested format. H. Registered Surveying and Mapping Other incidental services associated to the above items. Page 3 of 39 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 2.2 Design & Construction - Basic Services The Basic Services, for design and construction, consist of six (6) phases described in Paragraph 2.2.1 through 2.2.6. The scope outlined below is applicable in its entirety to projects for which completed Basic Services are authorized. Upon authorization to proceed from the CITY, the CONSULTANT agrees to provide complete professional services for any portion or all of the six Phases outlined below applicable to its profession. The CONSULTANT agrees to co- ordinate its effort with that of any other providers of professional services to assure a coordinated and complete WORK. In a multi - professionally consulted project, the lead CONSULTANT, as designated by the CITY, shall prepare the final bid package including bid documents and specifications, which shall be prepared by, and be the responsibility of the respective disciplines. 2.2.1 Phase I- Preliminary and Schematic Design: A. The CONSULTANT shall confer with representatives of the CITY and the end user to determine the full scope of the Project that will meet the program requirements, and shall advise the CITY if, in the CONSULTANT'S opinion, the allocated funds are adequate to accomplish the program requirements, as defined by an individual purchase order for the specific work to be performed. B. The CONSULTANT shall use proper and adequate design control to assure the CITY that the program requirements will be met. C. The CONSULTANT shall prepare a Design Concept and Schematic Report, comprising of the Project Timetable (Master Schedule), Planning Summary (unless advised otherwise), Schematic Design Studies (unless advised otherwise) as defined below, and the Statement of Probable Construction Cost. D. The Proposed Project Timetable shall consist of a schedule showing the proposed completion date on each Phase of the Project through design, bidding, construction, and proposed date of completion. The Planning Summary (unless advised otherwise) shall consist of a vicinity plan and blow -up of the Site (if applicable) showing Project orientation, and a brief summary of all pertinent planning criteria used for the Project. F. The Schematic Design Studies (unless advised otherwise) shall consist of all plans, elevations, sections, etc. as required to show the scale and relationship of the parts and the design concept of the whole. A simple perspective sketch, rendering, model or photograph thereof may be provided to further show the design concept. Page 4 of 39 Professional Service AGREEMENT Tpepe012 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 1 41 k G. The CONSULTANT shall present the Schematic design studies to the appropriate commission, committee, agency or board (hereinafter collectively referred to as "Boards ") for their approval when the project requires such approval. The Consultant shall make copies necessary for presentation to the Board at no additional cost to City. H. The CONSULTANT shall present the schematic design studies to all the appropriate utility companies (such as FPL, Southern Bell, Dynamic Cable, MDWASA, etc.) for any conflict with their utilities. I. The Statement of Probable Construction Cost shall include estimated cost of the Project including fixed equipment, professional fees, contingencies (if any), escalation factors adjusted to the estimated bid date, movable estimate (if any), and utility service extensions (if applicable). The CONSULTANT'S opinions of probable Total Project Costs and Construction Cost are to be made on the basis of the CONSULTANT'S experience and qualifications and represent CONSULTANT'S best judgment as an experienced and qualified professional, familiar with the local construction industry and prices. J. The CONSULTANT shall submit and present two (2) copies of all documents required under this Phase, without additional charge, for approval by the CITY and it shall not proceed with the next Phase until directed by the CITY in writing, 2.2.2 Phase II — Study and Design Development: A. From the approved Schematic Design documents, the CONSULTANT shall prepare Design Development Documents, comprising the drawings, outline specifications and other documents to fix and describe the size and character of the entire Project as to construction and finish materials and other items incidental thereto as may be appropriate and applicable. B. The Design Development Documents shall comprise the Proposed Project Timetable (updated), Outline Specifications, Updated Statement of Probable Construction Cost, and Design Development Drawings, etc., as required to clearly delineate the Project. If the Updated Statement of Probable Construction Cost exceeds the allocated funds, feasible cost or scope reduction options shall be included. C. The CONSULTANT shall submit and present two (2) sets of all documents required under this Phase, without additional charge, for approval by the CITY and not proceed with the next Phase until directed by the CITY in writing. D. The CONSULTANT shall at all times monitor the Probable Construction Costs to make certain they remain within the total allocated budget. A Notice to Proceed to Phase III Page 5 of 39 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) will not be issued if the latest statement of Probable Construction Cost exceeds the total allocated funds. 2.2.3 Phase III — Final Design / Construction Documents Development: A. From the approved Design Development Documents, the CONSULTANT shall prepare Final Construction Documents setting forth in detail the requirements for the construction of the Project including the Proposal (Bid) Form and other necessary information for bidders, Conditions of the Contract, and Complete Drawings and Specifications. The CONSULTANT shall use Construction Specifications Institute (CSI) Standards and the City of South Miami Standard forms for the preparation of the proposal (bid) forms, Instructions to Bidders, conditions of Contract and Specifications. The CONSULTANT shall review all existing City Specifications, for completeness prior to use and shall supply all needed additional specifications. The final draft of the construction documents shall meet the requirements of and be approved by the City Attorney. B. The Construction Documents shall be prepared in a manner that will assure clarity of line work, notes, and dimensions when the documents are reduced to 50% of their size. All drawings shall be on 24" x 36" paper ( "D" size), on the CITY's standard sheet format, unless approved otherwise. C. All construction documents shall be submitted in both "hard copy" and electronic media in a mutually agreed upon electronic format, but generally as follows: 1. Non - drawing submittals in Microsoft Office Word format. 2. Drawings in AutoCAD format. 3. GIS files should be in ArcView format Version 3.2. D. When the development of the drawings has progressed to at least 50% completion in Phase III, the CONSULTANT shall submit two (2) copies to the CITY for approval, without additional charge, along with updated outline specifications. The CONSULTANT shall also submit at this time an updated Statement of Probable Construction cost as indicated by time factor, changes in requirements, or general market conditions and an updated Project Schedule. E. The CONSULTANT shall not proceed with the further development until approval of the documents is received from the CITY in writing. The CONSULTANT shall make all changes to documents required by the CITY before proceeding further. A.set of the revised documents shall be returned to the CITY after incorporating all of the changes, if any. F. A Notice to Proceed for the completion of Phase III will not be issued if the latest Statement of Probable Construction Cost exceeds the total allocated funds, unless the Page 6 of 39 Professional Service AGREEMENT Tpepe012 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 4 CITY increases the total allocated funds or the CONSULTANT and the CITY agrees on methods of cost reductions sufficient to enable construction within the project budget. G. Upon 100% completion of the Construction Documents, the CONSULTANT shall submit to the CITY a final, updated Statement of Probable Construction Cost along with two (2) copies each of the final draft of all drawings, specifications, reports, programs, etc., without additional charge, for a final review and comments or approvals. H. The CONSULTANT shall make all the necessary presentations to the appropriate CITY Boards which would be normally required of any construction project (such as Environmental Review Board, Historical Preservation Board etc.) for the final approval. I. The CONSULTANT at no extra cost to the CITY shall make all required changes or additions and resolve all questions resulting from Board review (see paragraph H) if the changes or additions do not alter the scope of the project as determined under paragraph 2.2.1 A. The 100% complete final Construction Documents shall be returned to the CITY for final approval. Upon final approval by the CITY, the CONSULTANT shall furnish to the CITY drawings and specifications, without additional charge to the CITY for bidding purposes, unless instructed otherwise. J. The CONSULTANT shall arrange for "dry runs" and /or make final submissions to appropriate authorities (regulatory agencies to include and not limited to City, County, State or Federal) as necessary, to ascertain that the Construction Documents meet the necessary requirements to obtain all the necessary permits for construction. The CONSULTANT shall respond to all technical questions from regulatory agencies. The CONSULTANT shall modify, at no additional cost to CITY, in order to acquire the necessary permits. Page 7 of 39 Professional Service AGREEMENT Tpepe012 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 2.2.4 Phase IV - Bidding and Negotiation Phase: A. Upon obtaining all necessary approvals of the Construction Documents, and approval by the CITY of the latest Statement of Probable Construction Cost, the CONSULTANT shall furnish the drawings and specifications as indicated above for bidding, and assist the CITY in obtaining bids as well as awarding and preparing construction contracts. The CONSULTANT shall attend all pre -bid conferences. The CONSULTANT shall be present during the bid opening and as part of its assistance to the CITY will tally, evaluate and issue a recommendation to the CITY after verifying bond, insurance documents, questionnaire and reference submitted by the constructor. B. The CONSULTANT shall issue Addenda to the Construction Documents through the CITY as appropriate to clarify, correct or change Bid Documents. C. If Pre - Qualification of bidders is required as set forth in the Request for Qualification, the CONSULTANT shall assist City in developing qualification criteria, review qualifications of prospective bidders, and recommend acceptance or rejection of the prospective bidders. D. If the lowest responsible Base Bid received exceeds the Total Allocated Funds the CITY may: 1. Approve the increase in Project Cost and award a construction contract or, 2. reject all bids and rebid the Project within a reasonable time with no change in the Project, or 3. Direct the CONSULTANT to revise the Project scope or quality, or both, as approved by the CITY and rebid the Project, or 4. Suspend or abandon the Project, or 5. Exercise all options under the City Charter and State Law. NOTE: Under item (2) and (3) above, the CONSULTANT shall, without additional compensation, assist the CITY in obtaining re -bids, and awarding the re -bid of the project. Under item (3) above, the CONSULTANT shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the Total Allocated Funds when the lowest responsible bid is over 15% of the CONSULTANT estimate. All construction contracts must be approved by the City Commission after the City awards the contract for commission approval. E. For the purpose of payment to the CONSULTANT, the Bidding Phase will terminate and the services of the CONSULTANT will be considered complete upon signing of an AGREEMENT with a Contractor. Rejection of bids by the CITY does not constitute cancellation of the project. Page 8 of 39 Professional Service AGREEMENT Tpepe012 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 2.2.5 Phase V — General Administration of the Construction Contract: A. The Construction Phase will begin with the City Commission approval of the award of the Construction Contract and will end when the Contractor's final Payment Certificate is approved and paid by the CITY. B. The CONSULTANT, as the representative of the CITY during the Construction Phase, shall advise and consult with the CITY and shall have authority to act on behalf of the CITY to the extent provided in the General Conditions and as modified in the Supplementary Conditions of the Construction Contract. C. The CONSULTANT shall attend pre- construction meetings. D. The CONSULTANT shall at all times have access to the project wherever it is in preparation or progress. E. The CONSULTANT shall visit the site at least weekly and at all key construction events to ascertain the progress of the Project and to determine in general if the WORK is proceeding in accordance. with the Contract Documents. On the basis of on -site observations, the CONSULTANT will use reasonable and customary care to guard the CITY against defects and deficiencies in the WORK. The CONSULTANT may be required to provide continuous daily on -site observations to check the quality or quantity of the WORK as set forth in this AGREEMENT and defined by the Scope of WORK issued for the individual project. On the basis of the on -site observations, the CONSULTANT will advise the CITY as to the progress of and any observed defects and deficiencies in the WORK immediately in writing. F. The CONSULTANT shall furnish the CITY with a written report of all observations of the WORK made by him during each visit to the WORK. He shall also note the general status and progress of the WORK, and shall submit same in a timely manner. The CONSULTANT shall ascertain at least monthly that the Contractor is making timely, accurate, and complete notations on record drawings. G. Based on observations at the site and on the Contractor's Payment Certificate, the CONSULTANT shall determine the amount due the Contractor on account and he shall recommend approval of the Certificate in such amounts. The recommendation of approval of a Payment Certificate shall constitute a representation by the CONSULTANT to the CITY that, the CONSULTANT certifies to the CITY that the WORK has progressed to the point indicated, and the quality of the WORK is in accordance with the Contract Documents subject to: 1. An evaluation of the WORK for conformance with the Contract Documents upon substantial completion. Page 9 of 39 Professional Service AGREEMENT Tpepe012 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 2. The results of any subsequent tests required by the Contract Documents. 3. Minor deviations from the Contract Documents correctable prior to completion and acceptance of the project. H. The CONSULTANT shall have an affirmative duty to recommend rejection of WORK, which does not conform to the Contract Documents. Whenever, in its reasonable opinion, the CONSULTANT considers it necessary or advisable to insure compliance with the Contract Documents, it will have authority (with the City's prior approval) to recommend special inspections or testing of any WORK deemed not to be in accordance with the Contract Documents whether or not such WORK has been fabricated and delivered to the Project, or installed and completed. I. The CONSULTANT shall promptly review and approve shop drawings, samples, and other submissions of the Contractor for conformance with the design concept of the Project and for compliance with the Contract Documents. Changes or substitutions to the Contract Documents shall not be authorized without concurrence with the CITY. J. The CONSULTANT shall review and recommend action on proposed Change Orders initiated by others, and initiate proposed change orders as required by its own observations or the requirement of the CITY. K. The CONSULTANT shall examine the WORK upon receipt of the Contractor's Certificate of Substantial Completion of the Project. A Punch List of any defects and discrepancies in the WORK required to be corrected by the Contractor shall be prepared by the CONSULTANT in conjunction with representatives of the CITY and satisfactory performance obtained before the CONSULTANT recommends execution of Certificate of Final Acceptance and final payment to the Contractor. He shall obtain from the Contractor all warranties, guarantees, operating and maintenance manuals for equipment, releases of lien and such other documents and certificates as may be required by applicable codes, laws, policy regulations, the specifications and the other Contract Documents and deliver them to the CITY. L. The CONSULTANT shall provide assistance in obtaining Contractor's compliance with the Contract Documents relative to, 1) initial instruction of CITY personnel in the operation and maintenance of any equipment or system, 2) initial start-up and testing, adjusting and balancing of equipment and systems, and, 3) final clean -up of the project. M. The CONSULTANT shall provide the contractor with three sets of drawings labeled "Construction Plans" for permit from Public Works. Page 10 of 39 Professional Service AGREEMENT Tpepe012 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 2.2.6 Phase VI - Post Construction Administration A. The CONSULTANT shall prepare and provide the CITY with a written manual, to be used by the CITY, outlining the implementation plan of all the required maintenance necessary to keep the proposed WORK operational in a safe and effective manner. B. The CONSULTANT shall furnish to the CITY, reproducible record (as- built) drawings updated based on information furnished by the Contractor, such drawings shall become the property of the CITY. C. The CONSULTANT shall assist in the inspection of the WORK one month before the expiration of any guarantee period or the sixth month whichever is earlier and report any defective WORK in the Project under terms of the guarantee /warranties for correction. The CONSULTANT shall assist the CITY with the administration of guarantee /warranties for correction of defective WORK that may be discovered during the said period. D. The CONSULTANT shall furnish the City with a 3 -ring binder labeled "Close -out Documents" that will include, as a minimum, a copy of. • Certificates of completion • As- Builts (1/2 size) • Test Results • Daily construction inspection reports • Progress meeting minutes • Approved shop drawings • Warranty manuals as applicable • Final release of liens • Final payment to contractor 2.3 Additional Professional Services Additional Services as listed below are normally considered to be beyond the scope of the Basic Services for design and construction, as defined in this AGREEMENT, but which are additional services which may be authorized within the Scope of Work given the CONSULTANT. A. Special analysis of the CITY'S needs, and special programming requirements for a project. B. Financial feasibility, life cycle costing or other special studies. C. Planning surveys, site evaluations, or comparative studies of prospective sites. D. Design services relative to future facilities, systems and equipment, which are not Page 11 of 39 Professional Service AGREEMENT TpepeC12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) intended to be constructed as part of a specific Project. E. Services to investigate existing .conditions (excluding utilities) or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by the CITY. F. Professional detailed Estimates of Construction Cost consisting of quantity surveys itemizing all material, equipment and labor required for a Project. G. Consultation concerning replacement of any WORK damaged by fire or other cause during construction, and furnishing professional services of the type set forth in Basic Services as may be required relative to replacement of such WORK, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. H. Professional services made necessary by the default of the Contractor or by major defects in the WORK under the Construction Contract, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. I. Making major revisions changing the Scope of a project, to drawings and specifications when such revisions are inconsistent with written approvals or instruction previously given by the CITY and are due to causes beyond the control of the CONSULTANT. (Major revisions are defined as those changing the Scope and arrangement of spaces and /or scheme or any portion). J. The services of one or more full -time Project Representatives. K. Preparing to serve or serving as an expert witness in connection with any arbitration proceeding or legal proceeding in connection with a Project. L. Professional services required after approval by the CITY or the Contractor's Requisition for Final Payment, except as otherwise required under Basic Services. M. Preparing supporting data, drawings, and specifications as may be required for Change Orders affecting the scope of a Project provided the Changes are due to causes found by the CITY to be beyond the.control of the CONSULTANT. 3.0 Time for Completion The services to be rendered by the CONSULTANT for any WORK shall be commenced upon written Notice to Proceed from the CITY subsequent to the execution of this AGREEMENT and shall be completed within the time based on reasonable determination, stated in the said Notice to Proceed. Page 12 of 39 Professional Service AGREEMENT Tpepe012 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) A reasonable extension of time will be granted in the event there is a delay on the part of the CITY in fulfilling its part of the AGREEMENT, change of scope of work or should any other events beyond the control of the CONSULTANT render performance of his duties impossible. 4.0 Basis of Compensation The CONSULTANT agrees to negotiate a "not to exceed" fee or a fixed sum fee for each of the WORK assigned to him based on the Scope of such WORK. Upon AGREEMENT of a fee, the CITY will issue a written authorization to proceed to the CONSULTANT. In case of emergency, the CITY reserves the right to issue oral authorization to the CONSULTANT, with the understanding that written confirmation will follow immediately thereafter as possible. For reproduction of plans and specifications, beyond the requirements as identified under this AGREEMENT the CITY will pay the direct costs. The fees for Professional Services for each Project shall be determined by one of the following methods or a combination thereof, as mutually agreed upon by the CITY and the CONSULTANT. A fixed sum: The fee for a task or a scope of work may be a fixed sum as mutually agreed upon by the CITY and the CONSULTANT: Hourly rate fee: The CITY agrees to pay, and the CONSULTANT agrees to accept, for the services rendered pursuant to this AGREEMENT, fees in accordance with the following: Category Hourly Rate Principal $160.00 Project Manager $160.00 Senior Engineer $130.00 Engineer Intern $115.00 Construction Manager $115.00 Construction Inspection $ 95.00 Senior Draftsman/Technical /CADD Operator $ 80.00 Draftsmen $ 70.00 Data Processing / Clerical $ 50.00 Hourly rates will include all wages, benefits, overhead and profit. See Exhibit 3 for Subconsultant Hourly Rates. Page 13 of 38 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 5.0 Payment and Partial Payments The CITY will make monthly payments or partial payments to the CONSULTANT for all authorized WORK performed during the previous calendar month. For design and construction projects where fee for each phase is not specified, such payment shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each phase: • 15% upon completion and approval of Phase I. • 35% upon completion and approval of Phase II. • 55% upon submittal and approval of 50% complete drawings and outline specifications of Phase III. • 75% upon 100% completion and approval of Phases III and IV. • 90% upon completion of the Project and approval of all WORK Phase V). • 100% upon final completion and approval of WORK elements A and B of Phase VI. The CONSULTANT shall submit an original invoice to the City's project representative for each payment certifying the percentage of the WORK completed by the CONSULTANT. The amount of the invoices submitted shall be the amount due for all WORK performed to date, as certified by the CONSULTANT. The request for payment shall include the following information: • Project Name and CONSULTANT's Name. • Total Contract amount (CONSULTANT's lump sum negotiated), if applicable. • Percent of work completed. • Amount earned. • Amount previously billed. • Due this invoice. • Balance remaining. • Summary of work done this billing period. • Invoice number and date. • CONSULTANT's W -9 Upon request by the CITY the CONSULTANT shall provide the CITY with certified payroll data for the WORK reflecting salaries and hourly rates. 6.0 Right of Decisions All services shall be performed by the CONSULTANT to the satisfaction of the CITY's representative, who shall decide all questions, difficulties and disputes of whatever nature which may arise under or by reason of this AGREEMENT, the prosecution and fulfillment of the services, and the character, quality, amount and value and the representative's decisions upon all claims, questions, and disputes shall be final, conclusive and binding upon the parties unless such determination is clearly Page 14 of 39 Professional Service AGREEMENT TpepeC12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) arbitrary or unreasonable. In the event that the CONSULTANT does not concur in the judgment of the representative as to any decisions made by him, he shall present his written objections to the City Manager and shall abide by the decision of the City Manager. Nothing in this section shall mean to deny the right to arbitrate, by either party, in accordance with the appropriate Arbitration Rules of the American Arbitration Association. Page 15 of 39 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 7.0 Ownership of Documents All reports and reproducible plans, and other data developed by the CONSULTANT for the purpose of this AGREEMENT shall become the property of the CITY without restriction or limitation in connection with the owner's use and occupancy of the project. Reuse of these documents without written AGREEMENT from the CONSULTANT shall be the CITY'S sole risk and without liability and legal exposure to the CONSULTANT. When each individual section of the WORK under this AGREEMENT is complete all of the above applicable data shall be delivered to the CITY. 8.0 Court Appearances, Conferences and Hearings Nothing in this contract shall obligate the CONSULTANT to prepare for or appear in litigation on behalf of the CITY without additional compensation except for any dispute arising out of this contract unless the CONSULTANT or its employee is subpoenaed to testify as a fact witness. The amount of such compensation for expert preparation and testimony or consultation shall be mutually agreed upon and be subject to a supplemental AGREEMENT approved by the City Commissioners and upon receipt of written authorization from the CITY prior to performance of a court appearance and conference. The CONSULTANT shall confer with the CITY at any time during construction of the improvement contemplated as to interpretation of plans, correction of errors and omissions and preparation of any necessary plan thereof to correct such errors and omissions or clarify without added compensation. 9.0 Notices Any notices, reports or other written communications from the CONSULTANT to the CITY shall be considered delivered when received by the CITY. Any notices, reports or other communications from the CITY to the CONSULTANT shall be considered delivered when received by the CONSULTANT or its authorized representative. 10.0 Audit Rights The CITY reserves the right to audit the records of the CONSULTANT related to this AGREEMENT at any time during the execution of the WORK and for a period of one year after final payment is made. This provision is applicable only to projects that are on a time and cost basis. 11.0 Subletting The CONSULTANT shall not sublet, assign, or transfer any WORK under this AGREEMENT without the prior written consent of the CITY. Page 16 of 39 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 12.0 Warranly 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 contract and that he has not paid or agreed to pay any company or person other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage fee, gifts or any other considerations contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the CITY shall have the right to annul this contract without liability. 13.0 Termination of AGREEMENT It is expressly understood and agreed that the CITY may terminate this AGREEEMENT without penalty by declining to issue Notice to Proceed authorizing WORK, in which event the CITY'S sole obligation to the CONSULTANT shall be payment for the WORK previously authorized and performed in accordance with the provisions of this AGREEMENT, such payment to be determined on the basis of the WORK performed by the CONSULTANT up to the time of termination. Upon termination, the CITY shall be entitled to a refund of any monies paid for any period of time subsequent to date of termination for which no work was performed. 14.0 Duration of AGREEMENT (rev 6/27/13, This AGREEMENT is for a time period of three (3) years, commencing upon approval and execution of AGREEMENT. This AGREEMENT shall remain in force until the actual completion of performance of a given project awarded to the CONSULTANT, or unless otherwise terminated by the CITY. 15.0 Renewal Option (rev 6/27/13) This AGREEMENT may be renewed, at the sole discretion of the CITY, for an additional period not to exceed a total contract period, including renewals, of one (1) year. 16.0 Default In the event either party fails to comply with the provisions of this AGREEMENT, the aggrieved party may declare the other party in default and notify him in writing. In such event, the CONSULTANT will only be compensated for any completed professional services. In the event partial payment has been made for such professional services not completed, the CONSULTANT shall return such sums to the CITY within ten (10) days after notice that said sums are due. In the event of any litigation between the parties arising out of or relating in any way to this AGREEMENT or a breach thereof, each party shall bear its own costs and legal fees. Page 17 of 39 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 17.0 Insurance and Indemnification The CONSULTANT shall maintain during the term of this AGREEMENT the insurance as set forth in "Attachment A, Insurance and Indemnification" to this AGREEMENT. 18.0 AGREEMENT Not Exclusive Nothing in this AGREEMENT shall prevent the CITY from employing other CONSULTANTS to perform the same or similar services. 19.0 Codes, Ordinances and Laws The CONSULTANT agrees to abide and be governed by all duly promulgated and published municipal, County, state and federal codes, ordinances, rules, regulations and laws in effect at the time of design which have a direct bearing on the WORK involved on this project. The CONSULTANT is required to complete and sign all affidavits, including Public Entity Crimes Affidavit form (attached) pursuant to FS 287.133(3) (a), as required by the Request for Qualifications applicable to this AGREEMENT. 20.0 Taxes CONSULTANT shall be responsible for all payments of federal, state, and /or local taxes related to the Operations, inclusive of sales tax if applicable. 21.0 Drug Free Workplace CONSULTANT shall comply with the Drug Free Workplace policy set forth in attachment # two which is made a part of this AGREEMENT by reference. 22.0 Independent Contractor CONSULTANT is an independent entity under this AGREEMENT and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the parties. 23.0 Duties and Responsibilities CONSULTANT agrees to provide its services during the term of this AGREEMENT in accordance with all applicable laws, rules, regulations, and health and safety standards of the federal, state, and City, which may be applicable to the service being provided. 24.0 Licenses and Certifications Page 18 of 39 Professional Service AGREEMENT Tpepe012 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) CONSULTANT shall secure all necessary business and professional licenses at its sole expense prior to executing the AGREEMENT. 25.0 Entirety of AGREEMENT This writing embodies the entire AGREEMENT and understanding between the parties hereto, and there are no other AGREEMENTS and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of this AGREEMENT shall be valid unless made in writing and signed by both parties hereto, and approved by the City Commissioner if required by municipal ordinance or charter. 26.0 Jury Trial CITY and CONSULTANT knowingly, irrevocably voluntarily and intentionally waive any right either may have to a trial by jury in State or Federal Court proceedings in respect to any action, proceeding, lawsuit or counterclaim arising out of the Contract Documents or the performance of the Work thereunder. 27.0 Validity of Executed Copies This AGREEMENT may be executed in several counterparts, each of which may be construed as an original. 28.0 Rules of Interpretation Throughout this AGREEMENT the male pronoun may be substituted for female and neuter and the singular words substituted for plural and plural words substituted for singular wherever applicable. 29.0 Severability If any term or provision of this AGREEMENT or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this AGREEMENT, or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this AGREEMENT shall be valid and enforceable to the fullest extent permitted by law. 30.0 Non - Waiver CITY and CONSULTANT agree that no failure to exercise and no delay in exercising any right, power or privilege under this AGREEMENT on the part of either party shall operate as a waiver of any right, Page 19 of 39 Professional Service AGREEMENT Tpepe012 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) power, or privilege under this AGREEMENT. No waiver of this AGREEMENT, in whole or part, including the provisions of this paragraph, may be implied by any act or omission and will only be valid and enforceable if in writing and duly executed by each of the parties to this AGREEMENT. Any waiver of any term, condition or provision of this AGREEMENT will not constitute a waiver of any other term, condition or provision hereof, nor will a waiver of any breach of any term, condition or provision constitute a waiver of any subsequent or succeeding breach. 31.0 No Discrimination No action shall be taken by the CONSULTANT which would discriminate against any person on the basis of race, creed, color, national origin, religion, sex, familial status, ethnicity, sexual orientation or disability. The CONSULTANT shall comply with the Americans with Disabilities Act 32.0 Equal Employment In accordance with Federal, State and Local law, the CONSULTANT shall not discriminate against any employee or applicant for employment because of race, color, ethnicity, religion, sex, sexual orientation, national origin or handicap. The CONSULTANT shall comply with all aspects of the Americans with Disabilities Act (ADA) during the performance of this contract. 33.0 Governing Laws This AGREEMENT and the performance of services hereunder will be governed by the laws of the State of Florida, with exclusive venue for the resolution of any dispute being a court of competent jurisdiction in Miami -Dade County, Florida. 34.0 Effective Date This AGREEMENT shall not become effective and binding until it has been executed by both parties hereto and the effective date shall be the date of its execution by the last party so executing it. 35.0 Third Party Beneficiary It is specifically understood and agreed that no other person or entity shall be a third party beneficiary hereunder, and that none of provisions of this AGREEMENT shall be for the benefit of or be enforceable by anyone other than the parties hereto, and that only the parties hereto shall have any rights hereunder. 36.0 Further Assurances The parties hereto agree to execute any and all other and further documents as might be reasonably necessary in order to ratify, confirm, and effectuate the intent and purposes of the Page 20 of 39 Professional Service AGREEMENT Tpepe012 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) AGREEMENT. 37.0 Time of Essence Time is of the essence of this AGREEMENT. 38.0 Interpretation This AGREEMENT shall not be construed more strongly against either party hereto, regardless of who was more responsible for its preparation. 39.0 Force Majeure Neither party hereto shall be in default of its failure to perform its obligations under this AGREEMENT if caused by acts of God, civil commotion, strikes, labor disputes, or governmental demands or requirements that could not be reasonably anticipated and the effects avoided or mitigated. Each party shall notify the other of any such occurrence. 40.0 Notices Whenever notice shall be required or permitted herein, it shall be delivered by hand delivery, e- mail, facsimile transmission or certified mail, with return receipt requested and shall be deemed delivered on the date shown on the delivery confirmation or if by certified mail, the date on the return receipt or the date shown as the date same was refused or unclaimed. Notices shall be delivered to the following individuals or entities at the addresses (including e -mail) or facsimile transmission numbers set forth below: To CITY: City Manager, 54even A-lleeAtjs_- - 6130 Sunset Dr. South Miami, FL 33143 Fax: 38�• �G3- (i3Y -S- E -mail: 50u1+'rnc0T,'e VL-1011 With copies by U.S. mail to: City Attorney, Thomas Pepe, Esquire 6130 Sunset Dr. South Miami, FL 33143 Fax: (305) 341 -0584 E -mail: tpepe @southmiamifl.gov To CONSULTANT: Civil Works, Inc. 7855 NW 12 Street, Suite 202 Doral, FL 33126 Fax: 305 -591 -4074 E -mail: (bell @civilworks.com Page 21 of 39 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 19'rid Menendez WClerk // ,/! roved as 40'4 -r rney even exander .� Manager )nguage, Legality and Ex ion Page 22 of 39 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Attachment A Insurance and Indemnification Page 23 of 39 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Insurance and Indemnification 1. Insurance and Indemnification Without limiting its liability, the proposing firm shall be required to procure and maintain at its own expense during the life of the Contract, insurance of the types and in the minimum amounts stated below as will protect the proposing firm, from claims which may arise out of or result from the proposing firm's execution of a contract with the City of South Miami for Performance Based Audits, whether such execution by the firm or by any sub - consultant, or by anyone directly or indirectly employed by any of them or by anyone for whose acts any of them may be liable. The CONSULTANT shall not commence work on this AGREEMENT until he has obtained all insurance required by the CITY. The CONSULTANT shall indemnify and save the CITY harmless from any and all damages, mss, liability, and losses of any kind or nature arising out of a negligent error, omission, or act of the CONSULTANT, its agents, representatives, employees, Sub - Contractor, or assigns, to the extent of any incident to arising out of or resulting from the performance of the CONSULTANT'S professional services under this AGREEMENT. The CONSULTANT shall pay all claims and losses of any kind or nature whatsoever, in connection therewith, including the CITY's attorney's fees and expenses in the defense of any action in law or equity brought against the CITY arising from the negligent error, omission, or act of the CONSULTANT, its agents, representatives, employees, Sub - Contractor, or assigns, incident to, arising out of or resulting from the performance of the CONSULTANT'S professional services under this AGREEMENT. The CONSULTANT agrees and recognizes that the CITY shall not be held liable or responsible for any claims, including the costs and expenses of defending such claims which may result from or arise out of actions or omissions of the CONSULTANT, its agents, representatives, employees, Sub- Contractors, sub - contractors, or assigns. In reviewing, approving or rejecting any submissions or acts of the CONSULTANT, the CITY in no way assumes or shares responsibility or liability of the CONSULTANTS, Sub - Contractors, their agents or assigns. The CONSULTANT shall maintain during the term of this AGREEMENT the following insurance: A. Professional Liability Insurance on a Florida approved form in the amount of $1,000,000 with deductible per claim if any, not to exceed 5% of the limit of liability providing for all sums which the CONSULTANT shall become legally obligated to pay as damages for claims arising out of the services or work performed by the CONSULTANT its agents, representatives, Sub- Contractors or assigns, or by any person employed or retained by him in connection with this AGREEMENT. This insurance shall be maintained for four years Insurance and Indemnification July 25, 2012 after completion of the construction and acceptance of any Project covered by this AGREEMENT. However, the CONSULTANT Page 24 of 39 Professional Service AGREEMENT Tpepe012 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) may purchase Specific Project Professional Liability Insurance, in the amount and under the terms specified above, which is also acceptable. B. Comprehensive general liability insurance with broad form endorsement, on a Florida approved form including automobile liability, completed operations and products liability, contractual liability, severability of interest with cross liability provision, and personal injury and property damage liability with limits of $1,000,000 combined single limit per occurrence and $2,000,000 aggregate, including: a. Personal Injury: $1,000,000; b. Medical Insurance $25,000 per person; c. Property Damage: $500,000 each occurrence; d. Automobile Liability: $1,000,000 each accident /occurrence. C. Umbrella Commercial General Liability insurance on a Florida approved form with the same coverage as the primary insurance policy but in the amount of $1,000,000 per claim. The CITY must be named as additional "named" insured for all except Workers' Compensation, and reflect the indemnification and hold harmless provision contained herein. Policy must specify whether it is primary or excess /umbrella coverage. The CITY must receive 10 days advance written notice of any policy modification and 30 days premiums. All insurance must remain in full force and effect for the duration of the contract period with the CITY. The CONSULTANT must provide not only a "certified copy" of the Binder but also the Policy itself with the name, address and phone number of the agent and agency procuring the insurance. D. Workman's Compensation Insurance in compliance with Chapter 440, Florida Statutes, as presently written or hereafter amended. E. The policies shall contain waiver of subrogation against the CITY where applicable, shall expressly provide that such policy or policies are primary over any other collective insurance that the CITY may have. The CITY reserves the right at any time to request a copy of the required policies for review. All policies shall contain a " severability of interest" or "cross liability" clause without obligation for premium payment of the CITY. F. All of the above insurance required to be provided by the CONSULTANT is to be placed with BEST rated A -8 (A -VIII) or better insurance companies, qualified to do business under the laws of the State of Florida on approved Florida forms. The CONSULTANT shall furnish certified copies of all " ' ^ter certificates of insurance to the CITY prior to the commencement of operations, which "Binders" or certificates shall clearly indicate that the CONSULTANT has obtained insurance in the type, amount, Page 25 of 39 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) and classification as required for strict compliance with this Section and that no reduction in limits by endorsement during the policy term, or cancellation of this insurance shall be effective without thirty (30) days prior written notice to the CITY. Compliance with the foregoing requirements shall not relieve the CONSULTANT of his liability and obligations under this Section or under any other portion of this AGREEMENT. CONSULTANT agrees to supply copies of certificates of insurance to the CITY verifying the above - mentioned insurance coverage. CONSULTANT agrees to list the CITY as an Additional Insured of the CONSULTANT's General liability insurance and shall previde the CITY q ar-teFly FepE)rtc ce—e . q. onv and all claims. a. Page 26 of 39 Professional Service AGREEMENT Tpepe012 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Exhibit 2 "Affidavits and Forms" (Respondents must complete and submit with their proposal.) Page 27 of 39 Professional Service AGREEMENT Tpepe012 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) EXHIBIT 2 AFFIDAVITS AND FORMS SUBMISSION REQUIREMENTS 1. Respondent's Sworn Statement under Section 287. I 33(3)(A), Florida Statutes, on Attachment #1 "Public Entity Crimes and Conflicts of Interest Affidavit," shall be completed and provided with the proposal submittal. 2. Neither the CONSULTANT, nor any of his /her /its employees shall be permitted to represent any client before the Commission or any Committee, department or agency of the CITY, and shall agree not to undertake any other private representation which might create a conflict of interest with the CITY. The CONSULTANT may not represent any Commission member, individually, or, any member of their family or any business in which the Commission member of their family has an interest. 3. All proposals received will be considered public records. The CITY will consider all quotations using such criteria as the Commission or City Manager may adopt at either of their sole discretion. The CONSULTANT selected will be required to enter into a formal AGREEMENT with the CITY in a form satisfactory to the CITY, prior to the execution of which the CITY shall reserve all rights, including the right to change its selection. 4. Respondent's Attachment #2 "Drug Free Workplace" form shall be completed and provided with the proposal submittal. Respondent's Attachment #3 "No Conflict of Interest Non Collusion Affidavit," shall be completed and provided with the proposal submittal. 6. Respondent's Attachment #4 "Acknowledgement and Conformance with OSHA Standards," shall be completed and provided with the proposal submittal. 7. Respondent's Attachment #5 "Related Party Transaction Verification Form" shall be completed and provided with the proposal submittal. Page 28 of 39 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #I PUBLIC ENTITY CRIMES AND CONFLICTS OF INTEREST Pursuant to the provisions of Paragraph (2) (a) of Section 287.133, Florida State Statutes - "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a Bid on a Contract to provide any goods or services to a public entity, may not submit a Bid on a Contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded to perform work as a Contractor, supplier, Subcontractor, or Consultant under a Contract with any public entity, and may not transact business with any public entity in excess of the threshold amount Category Two of Section 287.017, Florida Statutes, for thirty six (36) months from the date of being placed on the convicted vendor list ". The award of any contract hereunder is subject to the provisions of Chapter 112, Florida State Statutes. The CONSULTANT must disclose the name of any officer, director, partner, associate or agent who is also an officer or employee of the City of South Miami or its agencies. SWORN STATEMENT PURSUANT TO SECTION 287.133 (3)(a), FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. 1. This sworn statement is submitted to City of South Miami [print name of the public entity] by Linda M. Bell P E. President [print individual's name and title] for Civil Works Inc [print name of entity submitting sworn statement] whose business address is 7855 N.W. 12 Street Suite 202 Doral, FL 33126 and (if applicable) its Federal Employer Identification Number (FEIN) is 65- 0673629 (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement: "'�~ ---��� ) 2. I understand that a "public entity crime" as defined in Paragraph 287.133 (I )(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, including, but not limited Page 29 of 39 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) to , any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3. I understand that "convicted" or "conviction" as defined in Paragraph 287.133 (I)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July I, 1989, as a result of a jury verdict, non jury trial, or entry of a plea of guilty or nolo contender. 4. I understand that an "affiliate" as defined in Paragraph 287.133 (I )(a), Florida Statutes, means: (a) A predecessor or successor of a person convicted of a public entity crime; or (b) An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in any person, or a pooling of equipment or income among persons when not for fair market value under an arm's length AGREEMENT, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. I understand that a "person" as defined in Paragraph 287.133 (I )(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services led by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. 6. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. [Indicate which statement applies.] X Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July I, 1989. _ The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the Page 30 of 39 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July I, 1989. _ The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent of July I, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. [Attach a copy of the final order.] I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY INDENTIFIED IN PARAGRAPH I (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY, AND THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES, FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. fig, [signature] Sworn to and subscribed before me this day of, ?�k ;%( Personally known or Produced identification Notary Public - State of My co mission expi Ps (Type of identification) t"4 (Printed, typed or stamped commissioned name of no 00 00 Et VAUGHN SOARES Notary. Public State of fil'bYida y Comm. Expires Sep 1, e6i4 Commission # EE 27068 onded Through National Notary Assn Page 31 of 39 Professional Service AGREEMENT Tpepe012 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #2 "DRUG FREE WORKPLACE" Whenever two or more Bids which are equal with respect to price, quality and service are received by the State or by any political subdivisions for the procurement of commodities or contractual services, a Bid received from a business that certifies that it has implemented a drug - free workplace program shall be given preference in the award process. Established procedures for processing tie Bids will be followed if none of the tied vendors have a drug -free workplace program. In order to have a drug -free workplace program, a business shall: 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such Prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under Bid a copy of the statement specified in Subsection (I). 4. In the statement specified in Subsection (I), notify the employees, that, as a condition of working on the commodities or contractual services that are under Bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contender to, any violation of Chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program, if such is available in the employee's community, by any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. PROPOSER's Signature: Page 32 of 9 Professional Service AGREEMENT Tpepe012 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Print Name: Linda M. Bell, P.E. Date: 06/27/2013 Page 33 of 39 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #3 "NO CONFLICT OF INTERESTMON COLLUSION AFFIDAVIT" Submitted this 27 day of June 20 13 , The undersigned, as CONSULTANT, declares that the only persons interested in this AGREEMENT are named herein; that no other person has any interest in this AGREEMENT; That this response is made without connection or arrangement with any other person; and that this response is in every respect fair and made in good faith, without collusion or fraud. The CONSULTANT agrees if this response /submission is accepted, to execute an appropriate CITY document for the purpose of establishing a formal contractual relationship between the CONSULTANT and the CITY, for the performance of all requirements to which the response /submission pertains. The full -names and residences of persons and firms interested in the foregoing bid /proposal, as principals, are as follows: Linda M. Bell, P.E. , Miami, FL / Civil Works, Inc. Vaughn Soares, P.E. , Miami, FL / Civil Works, Inc Jose Aldir, P.E. , Miami, FL / Civil Works, Inc. The CONSULTANT further certifies that this response /submission - complies with section 4(c) of the Charter of the City of South Miami, Florida. That, to the best of its knowledge and belief, no commissioner, Mayor or other officer or employee of the CITY has an interest directly or indirectly in the profits or emoluments of the Contract, job, work or service to which the response /submission pertains. Signature: Printed Name: Linda M. Bell P.E. Title: President Telephone: 305 -591 -4323 Company Name: Civil Works, Inc. Page 34 of 39 Professional Service AGREEMENT Tpepe012 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) NOTARY PUBLIC: STATE OF Florida COUNTY OF Miami -Dade The foregoing instrument was acknowledged before me this 1 ay of �� d .2013 by Linda M. Bell, P.E. (name of person whose signature is being notarized) who is _.personally known or Personal identification Type of Identification Produced SEAL VAUGHN SOARES OtPNY Pve`' ,, Notary Public - State of Florida ?• : : •= My Comm. Expires Sep 19, 2014 Commission # EE 27068 Bonded Through National Notary Assn Page 35 of 39 Professional Service AGREEMENT Tpepe012 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Did take an oa or jDi Not ake angath. (Name of gotary Public: Print, Stamp or type as commissioned.) ATTACHMENT #4 "ACKNOWLEDGEMENT AND CONFORMANCE WITH OSHA STANDARDS" TO THE CITY OF SOUTH MIAMI We, Civil Works, Inc ' (Name of Contractor), hereby acknowledge and agree that as- CONSULTANT, as specified have the sole responsibility for compliance with all the requirements of the Federal Occupational Safety and Health Act of 1970, and all State and local safety and health regulations, and agree to indemnify and hold harmless the City of South Miami against any and all liability, claims, damages, losses and expenses they may incur due to the failure of (subcontractor's names): Manuel G. Vera & Associates Inc. Geosol, Inc. to comply with such act or regulation. CONTRACTOR BY: Linda M. Bell, P.E. Name President Title Page 36 of 39 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #5 "RELATED PARTY TRANSACTION VERIFICATION FORM" I Linda M. Bell, P.E. individually and on behalf of Civil Works, Inc. ( "Firm ") (Name of Representative) (CompanylVendorlEntity] have read the City of South Miami (CITY)'s Code of Ethics, Section 8A -1 of the CITY's Code of Ordinances and I hereby certify, under penalty of perjury that to the best of my knowledge, information and belief: 1. Neither I nor the Firm have any conflict of interest (as defined in section 8A -I) with regard to the contract or business that I, and /or the Firm, am (are) about to perform for, or to transact with, the CITY, and Neither I nor any employees, officers, directors of the Firm, nor anyone who has a financial interest greater than 5% in the Firm, has any relative(s), as defined in section 8A -I, who is an employee of the CITY or who is(are) an appointed or elected official of the CITY, or who is(are) a member of any public body created by the City Commission, i.e., a board or committee of the CITY, and 3. Neither I nor the Firm, nor anyone who has a financial interest greater than 5% in the Firm, nor any member of those persons' immediate family (i.e., spouse, parents, children, brothers and sisters) has transacted or entered into any contract(s) with the CITY or has a financial interest, direct or indirect, in any business being transacted with the CITY, or with any person or agency acting for the CITY, other than as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be Signed under oath). 4. No elected and /or appointed official or employee of the City of Miami, or any of their immediate family members (Le., spouse, parents, children, brothers and sisters) has a financially interest, directly or indirectly, in the contract between you and /or your Firm and the CITY other than-the following individuals whose interest is set forth following their names: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). The names of all CITY employees and that of all elected and /or appointed CITY officials or board members, who own, directly or indirectly, an interest of five percent (5 %) or more of the total assets of capital stock in the firm are as follows: °�- (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). Page 37 of 39 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 5. I and the Firm further agree not to use or attempt to use any knowledge, property or resource which may come to us through our position of trust, or through our performance of our duties under the terms of the contract with the CITY, to secure a special privilege, benefit, or exemption for ourselves, or others. We agree that we may not disclose or use information, not available to members of the general public, for our personal gain or benefit or for the personal gain or benefit of any other person or business entity, outside of the normal gain or benefit anticipated through the performance of the contract. 6. I and the Firm hereby acknowledge that we have not contracted or transacted any business with the CITY or any person or agency acting for the CITY, and that we have not appeared in representation of any third party before any board, commission or agency of the CITY within the past two years other than as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). Neither I nor any employees, officers, or directors of the Firm, nor any of their immediate family (i.e., as a spouse, son, daughter, parent, brother or Sister) is related by blood or marriage to: (i) any member of the City Commission; (ii) any CITY employee; or (iii) any member of any board or agency of the CITY other than as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). 7. No other Firm, nor any officers or directors of that Other Firm or anyone who has a financial interest greater than 5% in that Other Firm, nor any member of those persons' immediate family (i.e., spouse, parents, children, brothers and sisters) nor any of my immediate family members (hereinafter referred to as "Related Parties ") has responded to a solicitation by the CITY in which I or the Firm that I represent or anyone who has a financial interest greater than 5% in the Firm, or any member of those persons' immediate family (Le. spouse, parents, children, brothers and sisters) have also responded, other than the following: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). 8. I and the Firm agree that we are obligated to supplement this Verification Form and inform the CITY of any change in circumstances that would change our answers to this document. Specifically, after the opening of any responses to a solicitation, I and the Firm have an obligation to supplement this Verification Form with the name of all Page 38 of 39 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Related Parties who have also responded to the same solicitation and to disclose the relationship of those parties to me and the Firm. 9. A violation of the CITY's Ethics Code, the giving of any false information or the failure to supplement this Verification Form, may subject me or the Firm to immediate termination of any AGREEMENT with the CITY, and the imposition of the maximum fine and /or any penalties allowed by law. Additionally, violations may be considered by and subject to action by the Miami -Dade County Commission on Ethics. Under penalty of perjury, I declare that I have made a diligent effort to investigate the matters to which I am attesting hereinabove and that the statements made hereinabove are true and correct to the best of 7A2! dge, information and belief. Signature: Q Print Name & Title: Linda M. Bell, P.E. Date: 06/27/2013 ATTACHED: Sec. 8A -1 - Conflict of interest and code of ethics ordinance. Page 39 of 39 Professional Service AGREEMENT Tpepe012 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Exhibit 3 "Subconsultant Hourly Rates" Geosol, Inc., Geotechnical Engineering Category Hourly Rate Principal $161.36 Project Manager $161.36 Senior Engineer $161.36 Engineer $121.21 Construction Manager n/a Construction Inspection $ 81.11 Senior Draftsman/Technical /CADD Operator $ 75.75 Draftsmen $ 75.75 Data Processing / Clerical $ 58.84 Hourly rates will include all wages, benefits, overhead and profit. Manuel G. Vera & Associates, Inc. Surveying and Mapping Category Hourly Rate Principal $198.29 Senior Surveyor and Mapper $198.29 Surveyor and Mapper $144.70 Survey Intern $123.26 Cadd / Computer Technician $ 87.09 Party Chief $ 51.99 Survey Technician $ 46.89 Instrument Man $ 36.18 Rod Man /Chain Man $ 30.71 Data Processing / Clerical $ 44.88 Four Man Crew $1326.24 (per day) Three Man Crew $1056.08 (per day) Two Man Crew $785.92 (per day) Hourly rates will include all wages, benefits, overhead and profit. Page 1 of 1 Professional Service AGREEMENT Tpepe012 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) PROFESSIONAL SERVICE AGREEMENT General Traffic Engineering Services THIS AGREEMENT made and entered into this �_ day of k1 , 2013 by and between the CITY OF SOUTH MIAMI, a political subdivision of the State of Florida and C H Perez and Associates Consulting Engineers, Inc. authorized to do business in the State of Florida, hereinafter referred to as the "CONSULTANT'. In consideration of the premises and the mutual covenants contained in this AGREEMENT, the CITY OF SOUTH MIA��MI, thr its City Manager, agrees to employ the CONSULTANT for a period ending on te and the CONSULTANT agrees to be available, continuing basis, to perform professio al services in connection with project(s) where the basic estimated construction costs of each individual project does not exceed $2,000,000.00 or where the individual study does not exceed $200,000.00, herein after called the "SERVICES ". 1.0 General Provisions 1.1 The CONSULTANT may be awarded work and issued a Notice to Proceed to provide professional services for a project, for a portion of a project, or for discrete tasks on a project. Additional Professional Services, for the purpose of reviewing work performed by other professional consultants or for other miscellaneous engineering services that may be required. 1.2 A Notice to Proceed will be issued on an as needed basis at the sole discretion of the City Manager, or his designee, hereinafter referred to as "CITY ". The City of South Miami reserves, at all times, the right to perform any and all engineering work in -house or with other engineers. This AGREEMENT does not confer on the CONSULTANT any exclusive rights to perform work on behalf of the City of South Miami, nor does it obligate the City of South Miami in any manner to guarantee work for the CONSULTANT. The CONSULTANT may submit proposals for any professional services for which proposals may be publicly solicited by the City of South Miami outside of this AGREEMENT. 1.3 The CITY will confer with the CONSULTANT before any Notice to Proceed is issued to discuss the scope of the work, the time needed to complete the WORK and the fee for the services to be rendered in connection with the WORK. 1.4 The CONSULTANT will submit a proposal upon the CITY'S request prior to the issuance of a Notice to Proceed. No payment will be made for the CONSULTANT'S time and services in connection with the preparation of any proposal. 1.5 The CITY agrees that it will furnish to the CONSULTANT plans and other data available in the CITY files pertaining to the WORK to be performed under this AGREEMENT promptly after each Notice to Proceed. Page I of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 1.6 The CONSULTANT agrees to produce and distribute minutes, promptly after each meeting at which the CONSULTANT'S presence is required. 1.7 The CITY may designate a representative who, on behalf of the City Manager shall examine the documents submitted by the CONSULTANT and shall render decisions promptly, to avoid unreasonable delay in the progress of the CONSULTANT'S services. The CONSULTANT shall keep the CITY'S representative advised on the project status at all times. 1.8 The CITY agrees to issue all directives and approval in writing. 2.0 Professional Services 2.1 General Services The professional services to be provided by the consultant may be one or more of the following, and include but not limited to: A. Roadway Engineering to include streets, sidewalk, curb, gutter, drainage, associated traffic control devices, stripping, lighting, irrigation, speed reduction devices and residential landscaping. B. Drainage Design includes the necessary analysis needed to implement proposed drainage improvements, preparation of paving and drainage plan for municipal building and facilities. C. Civil Engineering, to include Distribution Systems Improvement / Analysis and design and Sanitary Sewer System Evaluation and design. D. Environmental Engineering, including, site investigation and design needed to prepare remediation plans to mitigate underground storage tanks, hazardous waste materials and asbestos materials. E. Traffic Engineering Services will include daily volume counts, data analysis, preparation of conceptual improvements plan, present reports and recommendations to stakeholders and preparation of final traffic engineering report. F Architectural Services to provide drawings and specifications for new constructions as well as additions and renovations; attend meetings with City staff and presentations to City Commission; provide plans developed on AutoCAD latest version and copies of reproducible hard copy and diskette of plans in the requested format. G. Landscape Architecture including providing drawings and specifications for landscape projects; site master planning, analysis and design, urban design plans /concept diagrams, open space planning, analysis and design; community planning, analysis and design; natural resource planning analysis and design; Parks design; renderings /modeling; provide plans developed on AutoCAD latest version and copies of reproducible hard copy and diskette of plans in the requested format H. Registered Surveying and Mapping Other incidental services associated to the above items. Page 2 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 2.2 Design & Construction - Basic Services The Basic Services, for design and construction, consist of six (6) phases described in Paragraph 2.2.1 through 2.2.6. The scope outlined below is applicable in its entirety to projects for which completed Basic Services are authorized. Upon authorization to proceed from the CITY, the CONSULTANT agrees to provide complete professional services for any portion or all of the six Phases outlined below applicable to its profession. The CONSULTANT agrees to co- ordinate its effort with that of any other providers of professional services to assure a coordinated and complete WORK. In a multi - professionally consulted project, the lead CONSULTANT, as designated by the CITY, shall prepare the final bid package including bid documents and specifications, which shall be prepared by, and be the responsibility of the respective disciplines. 2.2.1 Phase I- Preliminary and Schematic Design: A. The CONSULTANT shall confer with representatives of the CITY and the end user to determine the full scope of the Project that will meet the program requirements, and shall advise the CITY if, in the CONSULTANT'S opinion, the allocated funds are adequate to accomplish the program requirements, as defined by an individual purchase order for the specific work to be performed. B. The CONSULTANT shall use proper and adequate design control to assure the CITY that the program requirements will be met. C. The CONSULTANT shall prepare a Design Concept and Schematic Report, comprising of the Project Timetable (Master Schedule), Planning Summary (unless advised otherwise), Schematic Design Studies (unless advised otherwise) as defined below, and the Statement of Probable Construction Cost D. The Proposed Project Timetable shall consist of a schedule showing the proposed completion date on each Phase of the Project through design, bidding, construction, and proposed date of completion. E. The Planning Summary (unless advised otherwise) shall consist of a vicinity plan and blow- up of the Site (if applicable) showing Project orientation, and a brief summary of all pertinent planning criteria used for the Project. F. The Schematic Design Studies (unless advised otherwise) shall consist of all plans, elevations, sections, etc. as required to show the scale and relationship of the parts and the design concept of the whole. A simple perspective sketch, rendering, model or photograph thereof may be provided to further show the design concept. G. The CONSULTANT shall present the Schematic design studies to the appropriate commission, committee, agency or board (hereinafter collectively referred to as "Boards ") for their approval when the project requires such approval. The Consultant shall make copies necessary for presentation to the Board at no additional cost to City. H. The CONSULTANT shall present the schematic design studies to all the appropriate utility companies (such as FPL, Southern Bell, Dynamic Cable, MDWASA, etc.) for any conflict with their utilities. Page 3 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) The Statement of Probable Construction Cost shall include estimated cost of the Project including fixed equipment, professional fees, contingencies (if any), escalation factors adjusted to the estimated bid date, movable estimate (if any), and utility service extensions (if applicable). The CONSULTANT'S opinions of probable Total Project Costs and Construction Cost are to be made on the basis of the CONSULTANT'S experience and qualifications and represent CONSULTANT'S best judgment as an experienced and qualified professional, familiar with the local construction industry and prices. J. The CONSULTANT shall submit and present two (2) copies of all documents required under this Phase, without additional charge, for approval by the CITY and it shall not proceed with the next Phase until directed by the CITY in writing, 2.2.2 Phase II — Study and Design Development: A. From the approved Schematic Design documents, the CONSULTANT shall prepare Design Development Documents, comprising the drawings, outline specifications and other documents to fix and describe the size and character of the entire Project as to construction and finish materials and other items incidental thereto as may be appropriate and applicable. B. The Design Development Documents shall comprise the Proposed Project Timetable (updated), Outline Specifications, Updated Statement of Probable Construction Cost, and Design Development Drawings, etc., as required to clearly delineate the Project. If the Updated Statement of Probable Construction Cost exceeds the allocated funds, feasible cost or scope reduction options shall be included. C. The CONSULTANT shall submit and present two (2) sets of all documents required under this Phase, without additional charge, for approval by the CITY and not proceed with the next Phase until directed by the CITY in writing. D. The CONSULTANT shall at all times monitor the Probable Construction Costs to make certain they remain within the total allocated budget. A Notice to Proceed to Phase III will not be issued if the latest statement of Probable Construction Cost exceeds the total allocated funds. 2.2.3 Phase III — Final Design / Construction Documents Development: A. From the approved Design Development Documents, the CONSULTANT shall prepare Final Construction Documents setting forth in detail the requirements for the construction of the Project including the Proposal (Bid) Form and other necessary information for bidders, Conditions of the Contract, and Complete Drawings and Specifications. The CONSULTANT shall use Construction Specifications Institute (CSI) Standards and the City of South Miami Standard forms for the preparation of the proposal (bid) forms, Instructions to Bidders, conditions of Contract and Specifications. The CONSULTANT shall review all existing City Specifications, for completeness prior to use and shall supply all needed additional specifications. The final draft of the construction documents shall meet the requirements of and be approved by the City Attorney. B. The Construction Documents shall be prepared in a manner that will assure clarity of line work, notes, and dimensions when the documents are reduced to 50% of their size. All drawings shall be on 24" x 36" paper ("D" size), on the CITY's standard sheet format, unless Page 4 of 32 Professional Service AGREEMENT Tpepe©l2 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) approved otherwise. C. All construction documents shall be submitted in both "hard copy" and electronic media in a mutually agreed upon electronic format, but generally as follows: I. Non - drawing submittals in Microsoft Office Word format. 2. Drawings in AutoCAD format. 3. GIS files should be in ArcView format Version 3.2. D. When the development of the drawings has progressed to at least 50% completion in Phase III, the CONSULTANT shall submit two (2) copies to the CITY for approval, without additional charge, along with updated outline specifications. The CONSULTANT shall also submit at this time an updated Statement of Probable Construction cost as indicated by time factor, changes in requirements, or general market conditions and an updated Project Schedule. E. The CONSULTANT shall not proceed with the further development until approval of the documents is received from the CITY in writing. The CONSULTANT shall make all changes to documents required by the CITY before proceeding further. A set of the revised documents shall be returned to the CITY after incorporating all of the changes, if any. F. A Notice to Proceed for the completion of Phase III will not be issued if the latest Statement of Probable Construction Cost exceeds the total allocated funds, unless the CITY increases the total allocated funds or the CONSULTANT and the CITY agrees on methods of cost reductions sufficient to enable construction within the project budget. G. Upon 100% completion of the Construction Documents, the CONSULTANT shall submit to the CITY a final, updated Statement of Probable Construction Cost along with two (2) copies each of the final draft of all drawings, specifications, reports, programs, etc., without additional charge, for a final review and comments or approvals. H. The CONSULTANT shall make all the necessary presentations to the appropriate CITY Boards which would be normally required of any construction project (such as Environmental Review Board, Historical Preservation Board etc.) for the final approval. The CONSULTANT, at no extra cost to the CITY, shall make all required changes or additions and resolve all questions resulting from Board review (see paragraph H) if the changes or additions do not alter the scope of the project as determined under paragraph 2.2.1 A. The 100% complete final Construction Documents shall be returned to the CITY for final approval. Upon final approval by the CITY, the CONSULTANT shall furnish to the CITY drawings and specifications, without additional charge to the CITY for bidding purposes, unless instructed otherwise. J. The CONSULTANT shall arrange for "dry runs" and /or make final submissions to appropriate authorities (regulatory agencies to include and not limited to City, County, State or Federal) as necessary, to ascertain that the Construction Documents meet the necessary requirements to obtain all the necessary permits for construction. The CONSULTANT shall respond to all technical questions from regulatory agencies. The CONSULTANT shall modify, at no additional cost to CITY, in order to acquire the necessary permits. Page 5 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 2.2.4 Phase IV - Bidding and Negotiation Phase: A. Upon obtaining all necessary approvals of the Construction Documents, and approval by the CITY of the latest Statement of Probable Construction Cost, the CONSULTANT shall furnish the drawings and specifications as indicated above for bidding, and assist the CITY in obtaining bids as well as awarding and preparing construction contracts. The CONSULTANT shall attend all pre -bid conferences. The CONSULTANT shall be present during the bid opening and as part of its assistance to the CITY will tally, evaluate and issue a recommendation to the CITY after verifying bond, insurance documents, questionnaire and reference submitted by the constructor. B. The CONSULTANT shall issue Addenda to the Construction Documents through the CITY as appropriate to clarify, correct or change Bid Documents. C. If Pre - Qualification of bidders is required as set forth in the Request for Qualification, the CONSULTANT shall assist City in developing qualification criteria, review qualifications of prospective bidders, and recommend acceptance or rejection of the prospective bidders. D. If the lowest responsible Base Bid received exceeds the Total Allocated Funds the CITY may: . Approve the increase in Project Cost and award a construction contract or, 2. reject all bids and rebid the Project within a reasonable time with no change in the Project, or 3. Direct the CONSULTANT to revise the Project scope or quality, or both, as approved by the CITY and rebid the Project, or 4. Suspend or abandon the Project, or 5. Exercise all options under the City Charter and State Law. NOTE: Under item (2) and (3) above, the CONSULTANT shall, without additional compensation, assist the CITY in obtaining re -bids, and awarding the re -bid of the project. Under item (3) above, the CONSULTANT shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the Total Allocated Funds when the lowest responsible bid is over 15% of the CONSULTANT estimate. All construction contracts must be approved by the City Commission after the City awards the contract for commission approval.; E. For the purpose of payment to the CONSULTANT, the Bidding Phase will terminate and the services of the CONSULTANT will be considered complete upon signing of an AGREEMENT with a Contractor. Rejection of bids by the CITY does not constitute cancellation of the project. 2.2.5 Phase V — General Administration of the Construction Contract: A. The Construction Phase will begin with the City Commission approval of the award of the Construction Contract and will end when the Contractors final Payment Certificate is approved and paid by the CITY. B. The CONSULTANT, as the representative of the CITY during the Construction Phase, shall advise and consult with the CITY and shall have authority to act on behalf of the CITY Page 6 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) to the extent provided in the General Conditions and as modified in the Supplementary Conditions of the Construction Contract. C. The CONSULTANT shall attend pre - construction meetings. D. The CONSULTANT shall at all times have access to the project wherever it is in preparation or progress. E. The CONSULTANT shall visit the site at least weekly and at all key construction events to ascertain the progress of the Project and to determine in general if the WORK is proceeding in accordance with the Contract Documents. On the basis of on -site observations, the CONSULTANT will use reasonable and customary care to guard the CITY against defects and deficiencies in the WORK. The CONSULTANT may be required to provide continuous daily on -site observations to check the quality or quantity of the WORK as set forth in this AGREEMENT and defined by the Scope of WORK issued for the individual project. On the basis of the on -site observations, the CONSULTANT will advise the CITY as to the progress of and any observed defects and deficiencies in the WORK immediately in writing. F. The CONSULTANT shall furnish the CITY with a written report of all observations of the WORK made by him during each visit to the WORK. He shall also note the general status and progress of the WORK, and shall submit same in a timely manner. The CONSULTANT shall ascertain at least monthly that the Contractor is making timely, accurate, and complete notations on record drawings. G. Based on observations at the site and on the Contractor's Payment Certificate, the CONSULTANT shall determine the amount due the Contractor on account and he shall recommend approval of the Certificate in such amounts. The recommendation of approval of a Payment Certificate shall constitute a representation by the CONSULTANT to the CITY that, the CONSULTANT certifies to the CITY that the WORK has progressed to the point indicated, and the quality of the WORK is in accordance with the Contract Documents subject to: I. An evaluation of the WORK for conformance with the Contract Documents upon substantial completion. 2. The results of any subsequent tests required by the Contract Documents. 3. Minor deviations from the Contract Documents correctable prior to completion and acceptance of the project. H. The CONSULTANT shall have an affirmative duty to recommend rejection of WORK, which does not conform to the Contract Documents. Whenever, in its reasonable opinion, the CONSULTANT considers it necessary or advisable to insure compliance with the Contract Documents, it will have authority (with the City's prior approval) to recommend special inspections or testing of any WORK deemed not to be in accordance with the Contract Documents whether or not such WORK has been fabricated and delivered to the Project, or installed and completed. The CONSULTANT shall promptly review and approve shop drawings, samples, and other submissions of the Contractor for conformance with the design concept of the Project and for compliance with the Contract Documents. Changes or substitutions to the Contract Documents shall not be authorized without concurrence with the CITY. Page 7 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) J. The CONSULTANT shall review and recommend ,action on proposed Change Orders initiated by others, and initiate proposed change orders as required by its own observations or the requirement of the CITY. K. The CONSULTANT shall examine the WORK upon receipt of the Contractors Certificate of Substantial Completion of the Project. A Punch List of any defects and discrepancies in the WORK required to be corrected by the Contractor shall be prepared by the CONSULTANT in conjunction with representatives of the CITY and satisfactory performance obtained before the CONSULTANT recommends execution of Certificate of Final Acceptance and final payment to the Contractor. He shall obtain from the Contractor all warranties, guarantees, operating and maintenance manuals for equipment, releases of lien and such other documents and certificates as may be required by applicable codes, laws, policy regulations, the specifications and the other Contract Documents and deliver them to the CITY. L The CONSULTANT shall provide assistance in obtaining Contractor's compliance with the Contract Documents relative to, 1) initial instruction of CITY personnel in the operation and maintenance of any equipment or system, 2) initial start -up and testing, adjusting and balancing of equipment and systems, and, 3) final clean -up of the project. M. The CONSULTANT shall provide the contractor with three sets of drawings labeled "Construction Plans" for permit from Public Works. 2.2.6 Phase VI - Post Construction Administration A. The CONSULTANT shall prepare and provide the CITY with a written manual, to be used by the CITY, outlining the implementation plan of all the required maintenance necessary to keep the proposed WORK operational in a safe and effective manner. B. The CONSULTANT shall furnish to the CITY, reproducible record (as- built) drawings updated based on information furnished by the Contractor; such drawings shall become the property of the CITY. C. The CONSULTANT shall assist in the inspection of the WORK one month before the - expiration of any guarantee period or the sixth month whichever is earlier and report any defective WORK in the Project under terms of the guarantee/warranties for correction. The CONSULTANT shall assist the CITY with the administration of guarantee /warranties for correction of defective WORK that may be discovered during the said period. D. The CONSULTANT shall furnish the City with a 3 -ring binder labeled "Close -out Documents" that will include, as a minimum, a copy of. • Certificates of completion • As- Builts (1/2 size) • Test Results • Daily construction inspection reports • Progress meeting minutes • Approved shop drawings Page 8 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) • Warranty manuals as applicable • Final release of liens • Final payment to contractor 2.3 Additional Professional Services Additional Services as listed below are normally considered to be beyond the scope of the Basic Services for design and construction, as defined in this AGREEMENT, but which are additional services which may be authorized within the Scope of Work given the CONSULTANT. A. Special analysis of the CITY'S needs, and special programming requirements for a project. B. Financial feasibility, life cycle costing or other special studies. C. Planning surveys, site evaluations, or comparative studies of prospective sites. D. Design services relative to future facilities, systems and equipment, which are not intended to be constructed as part of a specific Project. E. Services to investigate existing conditions (excluding utilities) or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by the CITY. F. Professional detailed Estimates of Construction Cost consisting of quantity surveys itemizing all material, equipment and labor required for a Project. G. Consultation concerning replacement of any WORK damaged by fire or other cause during construction, and furnishing professional services of the type set forth in Basic Services as may be required relative to replacement of such WORK, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. H. Professional services made necessary by the default of the Contractor or by major defects in the WORK under the Construction Contract, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. Making major revisions changing the Scope of a project, to drawings and specifications when such revisions are inconsistent with written approvals or instruction previously given by the CITY and are due to causes beyond the control of the CONSULTANT. (Major revisions are defined as those changing the Scope and arrangement of spaces and /or scheme or any portion). J. The services of one or more full -time Project Representatives. K. Preparing to serve or serving as an expert witness in connection with any arbitration proceeding or legal proceeding in connection with a Project. L. Professional services required after approval by the CITY or the Contractors Requisition for Final Payment, except as otherwise required under Basic Services. M. Preparing supporting data, drawings, and specifications as may be required for Change Orders Page 9 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 15 -13) affecting the scope of a Project provided the Changes are due to causes found by the CITY to be beyond the control of the CONSULTANT. 3.0 Time for Completion The services to be rendered by the CONSULTANT for any WORK shall be commenced upon written Notice to Proceed from the CITY subsequent to the execution of this AGREEMENT and shall be completed within the time based on reasonable determination, stated in the said Notice to Proceed. A reasonable extension of time will be granted in the event there is a delay on the part of the CITY in fulfilling its part of the AGREEMENT, change of scope of work or should any other events beyond the control of the CONSULTANT render performance of his duties impossible. 4.0 Basis of Compensation The CONSULTANT agrees to negotiate a "not to exceed" fee or a fixed sum fee for each of the WORK assigned to him based on the Scope of such WORK. Upon AGREEMENT of a fee, the CITY will issue a written authorization to proceed to the CONSULTANT. In case of emergency, the CITY reserves the right to issue oral authorization to the CONSULTANT, with the understanding that written confirmation will follow immediately thereafter as possible. For reproduction of plans and specifications, beyond the requirements as identified under this AGREEMENT the CITY will pay the direct costs. The fees for Professional Services for each Project shall be determined by one of the following methods or a combination thereof, as mutually agreed upon by the CITY and the CONSULTANT. A fixed sum: The fee for a task or a scope of work may be a fixed sum as mutually agreed upon by the CITY and the CONSULTANT. Page 10 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Hourly Rate Fee The CITY agrees to pay, and the CONSULTANT agrees to accept, for the services rendered pursuant to this AGREEMENT, fees in accordance with the following: Categor�r Principal Project Manager Senior Engineer Engineer Construction Manager Construction Inspection Senior Draftsman/Technical /CADD Operator Draftsmen Data Processing/ Clerical Hourly rates will include all wages, benefits, overhead and profit Page I I of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Hourly Rate 214.19 168.75 194.40 116.10 167.40 75.60 86.40 72.90 56.70 0; 5.0 Payment and Partial Payments The CITY will make monthly payments or partial payments to the CONSUL= -ANT for all authorized WORK performed during the previous calendar month. For design and construction projects where fee for each phase is not specified, such payment shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each phase: • 15% upon completion and approval of Phase I. • 35% upon completion and approval of Phase H. • 55% upon submittal and approval of 50% complete drawings and outline specifications of Phase III. • 75% upon 100% completion and approval of Phases III and IV. • 90% upon completion of the Project and approval of all WORK Phase V). • 100% upon final completion and approval of WORK elements A and B of Phase VI. The CONSULTANT shall submit an original invoice to the City's project representative for each payment certifying the percentage of the WORK completed by the CONSULTANT. The amount of the invoices submitted shall be the amount due for all WORK performed to date, as certified by the CONSULTANT. The request for payment shall include the following information: • Project Name and CONSULTANT's Name. • Total Contract amount (CONSULTANT's lump sum negotiated), if applicable. • Percent of work completed. • Amount earned. • Amount previously billed. • Due this invoice. • Balance remaining. • Summary of work done this billing period. • Invoice number and date. • CONSULTANT's W -9 Upon request by the CITY the CONSULTANT shall provide the CITY with certified payroll data for the WORK reflecting salaries and hourly rates. 6.0 Right of Decisions All services shall be performed by the CONSULTANT to the satisfaction of the CITY's representative, who shall decide all questions, difficulties and disputes of whatever nature which may arise under or by reason of this AGREEMENT, the prosecution and fulfillment of the services, and the character, quality, amount and value and the representative's decisions upon all claims, questions, and disputes shall be final, conclusive and binding upon the parties unless such determination is clearly arbitrary or unreasonable. In the event that the CONSULTANT does not concur in the judgment of the representative as to any decisions made by him, he shall present his written objections to the City Manager and shall abide by the decision of the City Manager. Nothing in this section shall mean to deny the right to arbitrate, by either party, in accordance with the appropriate Arbitration Rules of the American Arbitration Association. Page 12 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 7.0 Ownership of Documents All reports and reproducible plans, and other data developed by the CONSULTANT for the purpose of this AGREEMENT shall become the property of the CITY without restriction or limitation in connection with the owner's use and occupancy of the project. Reuse of these documents without written AGREEMENT from the CONSULTANT shall be the CITY'S sole risk and without liability and legal exposure to the CONSULTANT. When each individual section of the WORK under this AGREEMENT is complete all of the above applicable data shall be delivered to the CITY. 8.0 Court ADDearances. Conferences and Hearings Nothing in this contract shall obligate the CONSULTANT to prepare for or appear in litigation on behalf of the CITY without additional compensation except for any dispute arising out of this contract unless the CONSULTANT or its employee is subpoenaed to testify as a fact witness. The amount of such compensation for expert preparation and testimony or consultation shall be mutually agreed upon and be subject to a supplemental AGREEMENT approved by the City Commissioners and upon receipt of written authorization from the CITY prior to performance of a court appearance and conference. The CONSULTANT shall confer with the CITY at any time during construction of the improvement contemplated as to interpretation of plans, correction of errors and omissions and preparation of any necessary plan thereof to correct such errors and omissions or clarify without added compensation. 9.0 Notices Any notices, reports or other written communications from the CONSULTANT to the CITY shall be considered delivered when received by the CITY. Any notices, reports or other communications from the CITY to the CONSULTANT shall be considered delivered when received by the CONSULTANT or its authorized representative. 10.0 Audit Rights The CITY reserves the right to audit the records of the CONSULTANT related to this AGREEMENT at any time during the execution of the WORK and for a period of one year after final payment is made. This provision is applicable only to projects that are on a time and cost basis. 11.0 Subletting The CONSULTANT shall not sublet, assign, or transfer any WORK under this AGREEMENT without the prior written consent of the CITY. 12.0 Warranty 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 contract and that he has not paid or agreed to pay any company or person other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage fee, gifts or any other considerations contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the CITY shall have the right to annul this contract without liability. Page 13 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 13.0 Termination of AGREEMENT It is expressly understood and agreed that the CITY may terminate this AGREEEMENT without penalty by declining to issue Notice to Proceed authorizing WORK, in which event the CITY'S sole obligation to the CONSULTANT shall be payment for the WORK previously authorized and performed in accordance with the provisions of this AGREEMENT, such payment to be determined on the basis of the WORK performed by the CONSULTANT up to the time of termination. Upon termination, the CITY shall be entitled to a refund of any monies paid for any period of time subsequent to date of termination for which no work was performed. 14.0 Duration of AGREEMENT This AGREEMENT is for a time period of three (3) years, commencing upon approval and execution of AGREEMENT. This AGREEMENT shall remain in force until the actual completion of performance of a given project awarded to the CONSULTANT, or unless otherwise terminated by the CITY. 15.0 Renewal Option This AGREEMENT may be renewed, at the sole discretion of the CITY, for an additional period, including renewals, of one (1) year. 16.0 Default In the event either party fails to comply with the provisions of this AGREEMENT, the aggrieved party may declare the other party in default and notify him in writing. In such event, the CONSULTANT will only be compensated for any completed professional services. In the event partial payment has been made for such professional services not completed, the CONSULTANT shall return such sums to the CITY within ten (10) days after notice that said sums are due. In the event of any litigation between the parties arising out of or relating in any way to this AGREEMENT or a breach thereof, each party shall bear its own costs and legal fees. 17.0 Insurance and Indemnification The CONSULTANT shall maintain during the term of this AGREEMENT the insurance as set forth in "Attachment A, Insurance and Indemnification" to this AGREEMENT. 18.0 AGREEMENT Not Exclusive Nothing in this AGREEMENT shall prevent the CITY from employing other CONSULTANTS to perform the same or similar services. 19.0 Codes. Ordinances and Laws The CONSULTANT agrees to abide and be governed by all duly promulgated and published municipal, County, state and federal codes, ordinances, rules, regulations and laws in effect at the time of design which have a direct bearing on the WORK involved on this project. The CONSULTANT is required to complete and sign all affidavits, including Public Entity Crimes Affidavit form (attached) pursuant to FS 287.133(3) (a), as required by the Request for Qualifications applicable to this AGREEMENT. Page 14 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 20.0 Taxes CONSULTANT shall be responsible for all payments of federal, state, and /or local taxes related to the Operations, inclusive of sales tax if applicable. 21.0 Drug Free Workplace CONSULTANT shall comply with the Drug Free Workplace policy set forth in attachment # two which is made a part of this AGREEMENT by reference. 22.0 Independent Contractor CONSULTANT is an independent entity under this AGREEMENT and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the parties. 23.0 Duties and Responsibilities CONSULTANT agrees to provide its services during the term of this AGREEMENT in accordance with all applicable laws, rules, regulations, and health and safety standards of the federal, state, and City, which may be applicable to the service being provided. 24.0 Licenses and Certifications CONSULTANT shall secure all necessary business and professional licenses at its sole expense prior to executing the AGREEMENT. 25.0 Entirety of AGREEMENT This writing embodies the entire AGREEMENT and understanding between the parties hereto, and there are no other AGREEMENTs and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of this AGREEMENT shall be valid unless made in writing and signed by both parties hereto, and approved by the City Commissioner if required by municipal ordinance or charter. 26.0 lu Tria l CITY and CONSULTANT knowingly, irrevocably voluntarily and intentionally waive any right either may have to a trial by jury in State or Federal Court proceedings in respect to any action, proceeding, lawsuit or counterclaim arising out of the Contract Documents or the performance of the Work thereunder. 27.0 Validity of Executed Copies This AGREEMENT may be executed in several counterparts, each of which may be construed as an original. 28.0 Rules of Interpretation Throughout this AGREEMENT the male pronoun may be substituted for female and neuter and the singular words substituted for plural and plural words substituted for singular wherever applicable. Page 15 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4-3-13, GM 6- 18 -13) 29.0 Severability If any term or provision of this AGREEMENT or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this AGREEMENT, or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this AGREEMENT shall be valid and enforceable to the fullest extent permitted by law. 30.0 Non - Waiver CITY and CONSULTANT agree that no failure to exercise and no delay in exercising any right, power or privilege under this AGREEMENT on the part of either party shall operate as a waiver of any right, power, or privilege under this AGREEMENT. No waiver of this AGREEMENT, in whole or pare, including the provisions of this paragraph, may be implied by any act or omission and will only be valid and enforceable if in writing and duly executed by each of the parties to this AGREEMENT. Any waiver of any term, condition or provision of this AGREEMENT will not constitute a waiver of any other term, condition or provision hereof, nor will a waiver of any breach of any term, condition or provision constitute a waiver of any subsequent or succeeding breach. 31.0 No Discrimination No action shall be taken by the CONSULTANT which would discriminate against any person on the basis of race, creed, color, national origin, religion, sex, familial status, ethnicity, sexual orientation or disability. The CONSULTANT shall comply with the Americans with Disabilities Act 32.0 Equal Employment In accordance with Federal, State and Local law, the CONSULTANT shall not discriminate against any employee or applicant for employment because of race, color, ethnicity, religion, sex, sexual orientation, national origin or handicap. The CONSULTANT shall comply with all aspects of the Americans with Disabilities Act (ADA) during the performance of this contract. 33.0 Governing Laws This AGREEMENT and the performance of services hereunder will be governed by the laws of the State of Florida, with exclusive venue for the resolution of any dispute being a court of competent jurisdiction in Miami -Dade County, Florida. 34.0 Effective Date This AGREEMENT shall not become effective and binding until it has been executed by both parties hereto and the effective date shall be the date of its execution by the last party so executing it. 35.0 Third Party Beneficiary It is specifically understood and agreed that no other person or entity shall be a third party beneficiary hereunder, and that none of provisions of this AGREEMENT shall be for the benefit of or be enforceable by anyone other than the parties hereto, and that only the parties hereto shall have any rights hereunder. 36.0 Further Assurances Page 16 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) The parties hereto agree to execute any and all other and further documents as might be reasonably necessary in order to ratify, confirm, and effectuate the intent and purposes of the AGREEMENT. 37.0 Time of Essence Time is of the essence of this AGREEMENT. 38.0 Interpretation This AGREEMENT shall not be construed more strongly against either party hereto, regardless of who was more responsible for its preparation. 39.0 Force Maieure Neither party hereto shall be in default of its failure to perform its obligations under this AGREEMENT if caused by acts of God, civil commotion, strikes, labor disputes, or governmental demands or requirements that could not be reasonably anticipated and the effects avoided or mitigated. Each party shall notify the other of any such occurrence. 40.0 Notices Whenever notice shall be required or permitted herein, it shall be delivered by hand delivery, e-mail, facsimile transmission or certified mail, with return receipt requested and shall be deemed delivered on the date shown on the delivery confirmation or if by certified mail, the date on the return receipt or the date shown as the date same was refused or unclaimed. Notices shall be delivered to the following individuals or entities at the addresses (including e-mail) or facsimile transmission numbers set forth below: To CITY. City Manager, 5 +$ yerj }L(egArpa'n- 6130 Sunset Dr. South Miami, FL 33143 E -mail: 5�2�s4Wo S{3y�YtMr�st�v►�FL, yaV With copies by U.S. mail to: City Attorney, Thomas Pepe, Esquire 6130 Sunset Dr. South Miami, FL 33143 Fax: (305) 341 -0584 E -mail: tpepe@southmiamifl.gov To CONSULTANT: President, Carlos H. Perez C H Perez and Associates Consulting Engineers, Inc. 9594 NW 41 Street, Suite 201- Doral, FL 33178 chp@p-a.cc Page 17 of 32 Professional Service AGREEMENT Tpepe @12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) IN WITNESS WHEREOF, this AGREEMENT is accepted on the date first above written subject to the terms and conditions set forth herein. -- WITNESSES r AUTHENTICATION: CONTRACTOR Signature: Name: Title: OWNER: CITY OF SOUTH MIAMI Page 18 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) n Insurance and Indemnification Page 19 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Insurance and Indemnification 1. Insurance and Indemnification Without limiting its liability, the proposing firm shall be required to procure and maintain at its own expense during the life of the Contract, insurance of the types and in the minimum amounts stated below as will protect the proposing firm, from claims which may arise out of or result from the proposing firm's execution of a contract with the City of South Miami for Performance Based Audits, whether such execution by the firm or by any sub - consultant, or by anyone directly or indirectly employed by any of them or by anyone for whose acts any of them may be liable. The CONSULTANT shall not commence work on this AGREEMENT until he has obtained all insurance required by the CITY. The CONSULTANT shall indemnify and save the CITY harmless from any and all damages, claims, liability, losses and causes of actions of any kind or nature arising out of a negligent error, omission, or act of the CONSULTANT, its agents, representatives, employees, Sub - Contractor, or assigns, incident to arising out of or resulting from the performance of the CONSULTANT'S professional services under this AGREEMENT. The CONSULTANT shall pay all claims and losses of any kind or nature whatsoever, in connection therewith, including the CITY's attorney's fees and expenses in the defense of any action in law or equity brought against the CITY arising from the negligent error, omission, or act of the CONSULTANT, its agents, representatives, employees, Sub - Contractor, or assigns, incident to, arising out of or resulting from the performance of the CONSULTANT'S professional services under this AGREEMENT. The CONSULTANT agrees and recognizes that the CITY shall not be held liable or responsible for any claims, including the costs and expenses of defending such claims which may result from or arise out of actions or omissions of the CONSULTANT, its agents, representatives, employees, Sub - Contractors, sub - contractors, or assigns. In reviewing, approving or rejecting any submissions or acts of the CONSULTANT, the CITY in no way assumes or shares responsibility or liability of the CONSULTANTS, Sub - Contractors, their agents or assigns. The CONSULTANT shall maintain during the term of this AGREEMENT the following insurance: A. Professional Liability Insurance on a Florida approved form in the amount of $1,000,000 with deductible per claim if any, not to exceed 5% of the limit of liability providing for all sums which the CONSULTANT shall become legally obligated to pay as damages for claims arising out of the services or work performed by the CONSULTANT its agents, representatives, Sub - Contractors or assigns, or by any person employed or retained by him in connection with this AGREEMENT. This insurance shall be maintained for four years Insurance and Indemnification July 25, 2012 after completion of the construction and acceptance of any Project covered by this AGREEMENT. However, the CONSULTANT may purchase Specific Project Professional Liability Insurance, in the amount and under the terms specified above, which is also acceptable. B. Comprehensive general liability insurance with broad form endorsement, on a Florida approved form including automobile liability, completed operations and products liability, contractual liability, severability of interest with cross liability provision, and personal injury and property damage liability with limits of $1,000,000 combined single limit per occurrence and $2,000,000 aggregate, including: a. Personal Injury: $1,000,000; b. Medical Insurance $25,000 per person; Page 20 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) c. Property Damage: $500,000 each occurrence; d. Automobile Liability: $1,000,000 each accident/occurrence. C. Umbrella Commercial General Liability insurance on a Florida approved form with the same coverage as the primary insurance policy but in the amount of $1,000,000 per claim. The CITY must be named as additional "named" insured for all except Workers' Compensation, and reflect the indemnification and hold harmless provision contained herein. Policy must specify whether it is primary or excess /umbrella coverage. The CITY must receive 10 days advance written notice of any policy modification and 30 days advance written notice of cancellation, including cancellation for non - payment of premiums. All insurance must remain in full force and effect for the duration of the contract period with the CITY. The CONSULTANT must provide not only a "certified copy" of the Binder but also the Policy itself with the name, address and phone number of the agent and agency procuring the insurance. D. Workman's Compensation Insurance in compliance with Chapter 440, Florida Statutes, as presently written or hereafter amended. E. The policies shall contain waiver of subrogation against the CITY where applicable, shall expressly provide that such policy or policies are primary over any other collective insurance that the CITY may have. The CITY reserves the right at any time to request a copy of the required policies for review. All policies shall contain a "severability of interest" or "cross liability" clause without obligation for premium payment of the CITY. F. All of the above insurance required to be provided by the CONSULTANT is to be placed with BEST rated A -8 (A -VIII) or better insurance companies, qualified to do business under the laws of the State of Florida on approved Florida forms. The CONSULTANT shall furnish certified copies of all "Binders" or certificates of insurance to the CITY prior to the commencement of operations, which "Binders" or certificates shall clearly indicate that the CONSULTANT has obtained insurance in the type, amount, and classification as required for strict compliance with this Section and that no reduction in limits by endorsement during the policy term, or cancellation of this insurance shall be effective without thirty (30) days prior written notice to the CITY. Compliance with the foregoing requirements shall not relieve the CONSULTANT of his liability and obligations under this Section or under any other portion of this AGREEMENT. CONSULTANT agrees to supply copies of certificates of insurance to the CITY verifying the above - mentioned insurance coverage. CONSULTANT agrees to list the CITY as an Additional Insured of the CONSULTANTS General liability insurance and shall provide the CITY quarterly reports concerning any and all claims. Page 21 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) FOP i ffil "Affidavits and Forms" (Respondents must complete and submit with their proposal.) Page 22 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) EXHIBIT 2 AFFIDAVITS AND FORMS SUBMISSION REQUIREMENTS I. Respondent's Sworn Statement under Section 287.133(3)(A), Florida Statutes, on Attachment #I "Public Entity Crimes and Conflicts of Interest Affidavit," shall be completed and provided with the proposal submittal. 2. Neither the CONSULTANT, nor any of his /her /its employees shall be permitted to represent any client before the Commission or any Committee, department or agency of the CITY, and shall agree not to undertake any other private representation which might create a conflict of interest with the CITY. The CONSULTANT may not represent any Commission member, individually, or, any member of their family or any business in which the Commission member of their family has an interest. 3. All proposals received will be considered public records. The CITY will consider all quotations using such criteria as the Commission or City Manager may adopt at either of their sole discretion. The CONSULTANT selected will be required to enter into a formal AGREEMENT with the CITY in a form satisfactory to the CITY, prior to the execution of which the CITY shall reserve all rights, including the right to change its selection. 4. Respondent's Attachment #2 "Drug Free Workplace" form shall be completed and provided with the proposal submittal. 5. Respondent's Attachment #3 "No Conflict of Interest Non Collusion Affidavit," shall be completed and provided with the proposal submittal. 6. Respondent's Attachment #4 "Acknowledgement and Conformance with OSHA Standards," shall be completed and provided with the proposal submittal. 7. Respondent's Attachment #5 "Related Party Transaction Verification Form" shall be completed and provided with the proposal submittal. Page 23 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT ##1 PUBLIC ENTITY CRIMES AND CONFLICTS OF INTEREST Pursuant to the provisions of Paragraph (2) (a) of Section 287.133, Florida State Statutes - "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a Bid on a Contract to provide any goods or services to a public entity, may not submit a Bid on a Contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded to perform work as a Contractor, supplier, Subcontractor, or Consultant under a Contract with any public entity, and may not transact business with any public entity in excess of the threshold amount Category Two of Section 287.017, Florida Statutes, for thirty six (36) months from the date of being placed on the convicted vendor list ". The award of any contract hereunder is subject to the provisions of Chapter 1 12, Florida State Statutes. The CONSULTANT must disclose the name of any officer, director, partner, associate or agent who is also an officer or employee of the City of South Miami or its agencies. SWORN STATEMENT PURSUANT TO SECTION 287.133 (3)(a), FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. This sworn statement is submitted to City of South Miami [print name of the public entity] by Carlos H. Perez, President [print individual's name and title] for C H Perez and Associates Consulting Engineers, Inc. [print name of entity submitting sworn statement] whose business address is 9594 NW 41 Street, Suite 201 Doral, Fl- 33176 and (if applicable) its Federal Employer Identification Number (FEIN) is "55- 0866252 (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement: ) 2. 1 understand that a "public entity crime" as defined in Paragraph 287.133 (1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3. 1 understand that "convicted" or "conviction" as defined in Paragraph 287.133 (1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by Page 24 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) indictment or information after July I, 1989, as a result of a jury verdict, non -jury trial, or entry of a plea of guilty or nolo contender. 4. 1 understand that an "affiliate" as defined in Paragraph 287.133 (1)(a), Florida Statutes, means: (a) A predecessor or successor of a person convicted of a public entity crime; or (b) An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in any person, or a pooling of equipment or income among persons when not for fair market value under an arm's length AGREEMENT, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. 1 understand that a "person" as defined in Paragraph 287.133 (1)(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services led by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. 6. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. [Indicate which statement applies.] X Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July I, 1989. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July I, 1989. _ The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent of July I, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. [Attach a copy of the final order.] I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY INDENTIFIED IN PARAGRAPH I (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY, AND THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE Page 25 of 32 Professional Service AGREEMENT Tpepe©l2 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRES LD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES, FOR CATEGO TWO OF' ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. 4 July (signor re-r . Sworn to and subscribed before me this 10th day of, 2013 Personally known or Florida x Produced identification Notary Public - State of FDL P620- 108 -59 -373 -0 (Type of identification) My commission expires Zo ill (Printed, typed or stamped commissioned name of notary public) �F` Maria i.sonx Mendes r COF,;ki!SS;C. DD957786 Ig( '�'"M EXF,S�S: HIS,. 02, 2014 ® +iQQrK�dea`` 4' Ji'fvVAARONNOTARYcom Page 26 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #2 "DRUG FREE WORKPLACE" Whenever two or more Bids which are equal with respect to price, quality and service are received by the State or by any political subdivisions for the procurement of commodities or contractual services, a Bid received from a business that certifies that it has implemented a drug -free workplace program shall be given preference in the award process. Established procedures for processing tie Bids will be followed if none of the tied vendors have a drug -free workplace program. In order to have a drug -free workplace program, a business shall: I. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such Prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under Bid a copy of the statement specified in Subsection (1). 4. In the statement specified in Subsection (1), notify the employees, that, as a condition of working on the commodities or contractual services that are under Bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contender to, any violation of Chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program, if such is available in the employee's community, by any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the requirements. PROPOSER's Signature: Print Name: Carlos H. Date: 7/10/2013 ce�reify t at this firm complies fully with the above Page 27 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #3 "NO CONFLICT OF INTEREST/NON COLLUSION AFFIDAVIT" Submitted this 10 day of July 20 13 The undersigned, as CONSULTANT, declares that the only persons interested in this AGREEMENT are named herein; that no other person has any interest in this AGREEMENT; That this response is made without connection or arrangement with any other person; and that this response is in every respect fair and made in good faith, without collusion or fraud. The CONSULTANT agrees if this response /submission is accepted, to execute an appropriate CITY document for the purpose of establishing a formal contractual relationship between the CONSULTANT and the CITY, for the performance of all requirements to which the response /submission pertains. The full -names and residences of persons and firms interested in the foregoing bid /proposal, as principals, are as follows: Carlos H. Perez / 10423 NW 56 Terrace, Dora[ FL 33178 Carlos Francis / 8960 SW 120 Street, Miami FL 33176 The CONSULTANT further certifies that this response /submission complies with section 4(c) of the Charter of the City of South Miami, Florida. That, to e st of its knowledge and belief, no commissioner, Mayor or other officer or empl ee df the CITY has an interest directly or indirectly in the profits or emoluments of the Contract, job work or ervice to which the response /submission pertains. Signature: P r Printed Name: Carlos H. f Title: President Telephone: (305)592 -1070 Company Name: C H Perez and Associates Consulting NOTARY PUBLIC: STATE OF Florida COUNTY OF Miami -Dade Page 28 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) The foregoing instrument was acknowledged before me this 10 day of July 2013 .20 by 0 ti � 7i (name of person whose signature is being notarized) who is Maria Leonor Mendes :$� a COMMISSION # DD957786 p *0a E,:;'!RES: FEB.02, 2014 SEAL ,� ; �Oa 4VVnWAARONNOTARY.wm Page 29 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Personally known or X Personal identification FL DL P620- 108 -59 -373 -0 Type of Identification Produced X Did take an oath, or L Did Not t e an oat�h. % /" ✓ ��tQ/ ,� ��c Nom. (Name of Notary Pubic: Print, Stamp �r type as commissioned.) /ATTACHMENT #4 "ACKNOWLEDGEMENT AND CONFORMANCE WITH OSHA STANDARDS" TO THE CITY OF SOUTH MIAMI We CH Perez & Associates Cons. , (Name of Contractor), hereby acknowledge and agree that as CONSULTANT, as specified have the sole responsibility for compliance with all the requirements of the Federal Occupational Safety and Health Act of 1970, and all State and local safety and health regulations, and agree to indemnify and hold harmless the City of South Miami against any and all liability, claims, damages, losses and expenses they may incur due to the failure of (subcontractor's names): None to comply with such act ovulation. CONTRACTOR a Witness BY: Carlos President Title Page 30 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) ATTACHMENT #5 "RELATED PARTY TRANSACTION VERIFICATION FORM" Carlos H. Perez individually and on behalf of CH Perez & Associates Consulting ( "Firm ") [Name o f Representative] [CompanylVendorlEntity] have read the City of South Miami (CITY)'s Code of Ethics, Section 8A- I of the CITY's Code of Ordinances and I hereby certify, under penalty of perjury that to the best of my knowledge, information and belief: I. Neither I nor the Firm have any conflict of interest (as defined in section 8A -1) with regard to the contract or business that I, and /or the Firm, am (are) about to perform for, or to transact with, the CITY, and 2. Neither I nor any employees, officers, directors of the Firm, nor anyone who has a financial interest greater than 5% in the Firm, has any relative(s), as defined in section 8A -1, who is an employee of the CITY or who is(are) an appointed or elected official of the CITY, or who is(are) a member of any public body created by the City Commission, i.e., a board or committee of the CITY, and 3. Neither I nor the Firm, nor anyone who has a financial interest greater than 5% in the Firm, nor any member of those persons' immediate family (i.e., spouse, parents, children, brothers and sisters) has transacted or entered into any contract(s) with the CITY or has a financial interest, direct or indirect, in any business being transacted with the CITY, or with any person or agency acting for the CITY, other than as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be Signed under oath). 4. No elected and /or appointed official or employee of the City of Miami, or any of their immediate family members (Le., spouse, parents, children, brothers and sisters) has a financially interest, directly or indirectly, in the contract between you and /or your Firm and the CITY other than the following individuals whose interest is set forth following their names: No one (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). The names of all CITY employees and that of all elected and /or appointed CITY officials or board members, who own, directly or indirectly, an interest of five percent (5%) or more of the total assets of capital stock in the firm are as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). 5. 1 and the Firm further agree not to use or attempt to use any knowledge, property or resource which may come to us through our position of trust, or through our performance of our duties under the terms of the contract with the CITY, to secure a special privilege, benefit, or exemption for ourselves, or others. We agree that we may not disclose or use information, not available to members of the general public, for our personal gain or benefit or for the personal gain or benefit of any other person or business entity, outside of the normal gain or benefit anticipated through the performance of the contract. Page 31 of 32 Professional Service AGREEMENT Tpepe©12 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) 6. 1 and the Firm hereby acknowledge that we have not contracted or transacted any business with the CITY or any person or agency acting for the CITY, and that we have not appeared in representation of any third party before any board, commission or agency of the CITY within the past two years other than as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). Neither I nor any employees, officers, or directors of the Firm, nor any of their immediate family (i.e., as a spouse, son, daughter, parent, brother or Sister) is related by blood or marriage to: (i) any member of the City Commission; (ii) any CITY employee; or (iii) any member of any board or agency of the CITY other than as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). 7. No other Firm, nor any officers or directors of that Other Firm or anyone who has a financial interest greater than 5% in that Other Firm, nor any member of those persons' immediate family (i.e., spouse, parents, children, brothers and sisters) nor any of my immediate family members (hereinafter referred to as "Related Parties ") has responded to a solicitation by the CITY in which I or the Firm that I represent or anyone who has a financial interest greater than 5% in the Firm, or any member of those persons' immediate family (Le. spouse, parents, children, brothers and sisters) have also responded, other than the following: , (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). 8. 1 and the Firm agree that we are obligated to supplement this Verification Form and inform the CITY of any change in circumstances that would change our answers to this document. Specifically, after the opening of any responses to a solicitation, I and the Firm have an obligation to supplement this Verification Form with the name of all Related Parties who have also responded to the same solicitation and to disclose the relationship of those parties to me and the Firm. 9. A violation of the CITY's Ethics Code, the giving of any false information or the failure to supplement this Verification Form, may subject me or the "Firm to immediate termination of any AGREEMENT with the CITY, and the imposition of the maximum fine and /or any penalties allowed by law. Additionally, violations may be considered by and subject to action by the Miami -Dade County Commission on Ethics. Under penalty of perjury, I declare that I ave mach d igent effort to investigate the matters to which I am attesting hereinabove and that the s t ents made ereinabove are true and correct to the best of my knowledge, information and belief. Signature: Print Name & Title: Carlos H. Perez Date: 7/10/2013 ATTACHED: Sec. 8A -I - Conflict of interest and code of ethics ordinance. Page 32 of 32 Professional Service AGREEMENT Tpepe©l2 -31 -12 (Revised SK 4 -3 -13, GM 6- 18 -13) Professional Service Agreement Hourly Rates * FDOT loaded wages are the base FDOT wages, times a multiplier FDOT unloaded wages are based on the FDOT District 6 Consultant Wage Rate Averages Report (Taken from May 2012 -May 2013) These are the positions listed in the RFQ. Civic CH EAC SRS Works Perez TYLin Marlin Corradino R 1 Behar Stanley Sol -Arch Unloaded FDOT FDOT Loaded Civil Civil, Civil Transp/ Transp/ Transp/ Transp/ Civil , Envir. Envir., Archit. Wa Wages g Wages g Structural Traffic Traffic Traffic Traffic Struct. Principal 200 205 160 214.19 165 165 192.3 195 233.04 143 N/A N/A Project Manager 175 125 160 168.75 150 145 150 171 180.3 123.75 56.25 163.125 Senior Engineer 135 130 194.4 125 135 162.05 182 174 121.61 55.28 160.312 Engineer 110 95 115 116.1 110 125 115.41 85 135.15 75.53 34.33 99.557 Construction Manager 155 95 115 167.4 140 135 126 151 187.5 75.53 56.25 163.125 Construction Inspection 75 72 95 75.6 100 100 72.12 71 67.5 64.21 30.48 88.392 Senior Draftsman/ Technician/ 80 70 80 86.4 90 110 156.46 85 68.52 54.23 24.65 71.485 CADD Operator Data Processing/ Clerical 60 1 48 1 50 1 56.7 1 50 1 50 1 69.15 1 50 1 63 1 35.75 1 18.78 1 54.462 * FDOT loaded wages are the base FDOT wages, times a multiplier FDOT unloaded wages are based on the FDOT District 6 Consultant Wage Rate Averages Report (Taken from May 2012 -May 2013) These are the positions listed in the RFQ. Florida Department of Transportation Professional Services Information System Consultant Wage Rate Averages Report by Job Classification For Job Class Wage Rates Uploaded from Automated Fee Proposal(AFP) Spreadsheets For the time period from 24MAY2012 to 24MAY2013 FOR DOT DISTRICT 6 ',District 6 .Wage Rate Statistics ' Proposed Unloaded Rate S Negotiated Unloaded Rate Jobclass: 25% Quartile Mean /Avg. 750/6 Quartile 25% Quartile Mean /Avg. 75 %: ;' Quartile Unit AcquisitionAgent, $28.00 $28.00 $28.00. $28.00 ';. $28:00 " $28:00 Hr. Archaeologist $13.50 $13.50 $13.50 :$13.00 $13:25 :$13:50 Hr. Certified Bridge.lnspector $26.21 $26.21 $26.21 $26.211 `. $26.21 , `$26,21: Hr. Chief Archaeologist. $35.80 $38.89 $40.43 $35.00 $36.16 $37.73 Hr. Chief Engineer $69.20 $78.53 $84.00 $67.91. ! `$.73 >19 $75.0.0 Hr. Chief Planner. $68.51 $68.51 $68.51 $68.51 $68, 51 1. Hr. Ghief. Scientist $54.00 $64.32 $69.36 $54.00 ` . $58:32 $62:97 Hr. ComputerProgrammer $33.93 $36.53 $39.14 $33.69 $36.06 $38.43 Hr. Contract Coordinator $20.70 $21.85 $23.00 $20.70 $21:85 $2100 Hr. GADD /Computer Technician $22.76 $25.93 $27.73 $22.76 $24.65 $27.00 Hr. CEI Asphalt Plant:anspec, $23.30 $23.30 $23.30 $23.30 $ r. CEI IAssist Prbiobt Administrator /Project Engineer " $45.39 $45.39 $45.39 $3139 :' " ".$33.39 $33,39 Hr. CEI 'Bridge lnspector" $24.00 $25.21 $26.00 $24.00 ' $23.86 " $24.00 Hr. CEIBridge'Projeet Administrator: $49.00 $49.00 $49.00 ;$44.60 $44:60 `$44.60 Hr. CEI' Bridge'Senior nspectoi $33.10 $34.32 $35.44 $31:50 ' $31:39 $31.50 Hr. CEL:'Contract Support Specialist $32.71 $35.69 $38.67 ', $31.80 ; $33.20 . $34:59 Hr. CEI Inspector /Engineer Intern $22.71 $23.96 $23.94 - $2250 ' $22.56 ;$22.50 Hr. CEI lnspect&s Aide $16.00 $16.00 $16.00 $:16.00 `. $1;6:00 ±:$16,00 Hr. CEI ITS Inspector $30.00 $30.00 $30.00 ?$30.00 $30:00 L $30r 0 Hr. CEI:,Proj. Admin. /{?roject Eng.,/CEI Consultant Eng. $38.24 $49.31 $66.66 $38.70 $42.81 $47' 0 Hr. CEI Res. Compliance Spec. $19.69 $21.17 $22.65 $19.54: $20.02 $20.50 Hr. CEI'Secretary /CIerR Typist $18.00 $18.00 $18.00 $18.00: $18:00 $18.00 Hr. CEI Senior I nspecto r/Se nior Engineer'lntern. $30.20 $30.37 $31.00 '$29.75 $30.48 $31.00 Hr. CEI Senior:;1TS Inspector, $33.50 $33.50 $33.50 >$33,50 M.5.0 $33.50 Hr. CEI Senior Project Engineer : $65.00 $70.78 $80.00. $56.24 $59.49 $62 50. Hr. Designer $35:00 Hr. Engineer $32.69 $35.82 $37.99 $32.69: $34.33 $35.00, Hr. Engineering Intern $26.21 $28.58 $30.68 rr $26.32: $27.99 $29.88 Hr. Engineering Technician $19.38 $20.78 $21.88 $19.38 $20.29 $21.50. Hr. Environmental Specialist" $25.26 $34.63 $49.00 $25.26 $28.18 $29.58 Hr. Field Crew Supervisor $25.34 $25.34 $25.34 '$25.34 $25.34 $25.34 Hr. Geotechnical Engineer $32.37 $35.49 $38.62 $27.77 $30.77 $33.77 Hr. Geotechnical Technician $21.25 $23.76 $26.27 $21.25 $21.33 $21.42 Hr. GIS Specialist $25.04 $30.58 $36.20 $25.04 L, $29.33 $34.47 Hr. Inspector > $19.00 $23.50 $28.00 ` $19.00 $23,50 LL $28.00 Hr. Instrument Person $13.63 $14.45 $15.051 $15.05 Hr. ITS Inspector $30.00 $30.00 $30.001 $30.00 $30.00 $30.00 Hr. Landscape Architect _ $31.04 $34.62 $38.53 $31.04 $32.65 $34.56 Hr. Landscape Architect Intern $19.84 $24.81 $29.48 $19.84 $24.61 $29.48 Hr. Landscape Designer $23.15 $24.43 $23.51 :$23.15 $24.38 $24..00 Hr. Office Manager /EEO /RCS $16.25 $16.25 $16.25 $16.25 $16.25 $16.25 Hr. Party Chief $20.20 $22.00 $23.05 $20.20 $21.81 $22.00 Hr. Planner 1 $28.521 $33.18 --P-5501 $28.52 $3&171 $37.54 Hr. Project Engineer $40.80 $44.74 $46.19 $40;63 $42.86 $413.00 Hr. Project Manager.. . $52.88 $61.82 $73.77 $52M $56.25 '$60A0 Hr. Project Plahner: $34.60 $40.06 $45.80 .$29.66 :,$53.15 $35.30 Hr. Public Ajiformation.Offider, $26.40 $28.02 $30.85 $216A0 ., - $28,02 $30.85 Hr. RodiPerson/Chbin P6rs'on, $11.33 $11.84 $12.45 $11 .22 $:11 :95 Hr. Scientist : $22.03 $28.72 $34.92 $212 r.03 28.15 $33.47 Hr. Secretary /Clerical r $17.00 $19.86 $22M,- $17.61: .78 1 120.',00 Hr. Senior Archaeologist., $25.00 $25.00 $25.00 $25.00 .$25.00 :$2.5 00 Hr. Senior Architect $40.10 $50.49 $52.24 $.40.10 $43.10 , ;$47.30 Hr. Senior Designer::., $37.21 $41.10 $44.43 $37:21 7 777T5�� 38.74 Hr. Senior Engineer ': $51.70 $58.20 $61.84[ '$51 k2 - '$ 5 -2 8 :, $56.56. Hr. Senior Engineering Technician $24.52 $26.23 $28.57 $27 %85: Hr. SiamorAn spec Or.". $ 28.64 $29.46 $30.00 $ $ _1 .$29;73 Hr. ehior:ITS,Anspebtor $33.50 $33.50 $33.50 _.: $33-50 'wi::e$33o5o J $ 33.50 Hr. Senior Landscape Architect $44.32 $49.4l $52.88 444�3 2 ,�:�::,,,,,$4712 5O.M. Hr. Senior-Pla 116 r 48.521 55.721 $57.6 9 $47 .36 -58 $49. 77UT7 Hr. Senior. Projec E_ ngineer $45.00 $49.43 $53.95 5. 00 $417 Hr. Senior: Sd, en t, st, $42.32 $44 $50.24 $42.32 . -$50.32 $44.18 $,47081 Hr. Surveyor M6 Senior F-So yor: 6 appe $37.13 $51.74 $55.00 Wl.'15 H r. Senior.UM4 Coordinator , $42.89 $44.10 $47.00 $37:91 $39;66..$41:00 Hr. Survey Technician',. $19.00 $22.46 $25.24 10.00 ( :$24.00 Hr. Surveying intern y $30.00 $37.65 $54.00 $33:08 $33.00 Hr. Surveyor: & M8PO6 r 7 $33.85 $36.62 $37.97 34;76 36.Z8 Hr. TechnicianrAid $13.00 $15.67 $17.50 TI 00 $1475 $16.00 Hr. Utility Coordinator $26.411 $30.03 $33.65 $26.07 . Hr. lUtility Locator :,:r::r,, $18.821 $19.85 $23.00_ $18821 : $l 9.85 : $23.00 Hr. Utility Technician.: $16.981 $17.991 $19.001 $166N[ '1� - $1 7.99 qrW jHr. I RESOLUTION NO.: 120-13-13938 A Resolution authorizing the City Manager to negotiate hourly rates and to execute a professional service agreement provided under the Florida Statute 287.055 Consultant's Competitive Negotiation Act "CCNA ", for the following professional services: Architecture, Landscape Architecture, Civil /Environmental Engineering, Traffic and Transportation Engineering. WHEREAS, the Mayor and City Commission desires to enter into service agreements for professional services for the following categories: Architecture, Landscape Architecture, Civil /Environmental Engineering, Traffic and Transportation Engineering; and WHEREAS, on April 26, 2013 a request for qualification RFQ #PW- S2013 -04 was released by the City for these services; and WHEREAS, the City received solicitation from thirty -three (33) firms; and WHEREAS, pursuant to Florida Statute 287.055 for CCNA, the City review committee conducted thorough reviews of the firm's qualifications, and upon evaluation the firms were ranked; and WHEREAS, the City selected a five (5) qualified firms for each category to provide the professional services to the City as follows; and Civil Environmental 1. EAC CONSULTING, INC 1. R.J BEHAR & COMPANY INC 2. CIVIL WORKS INC ENGINEERS, PLANNERS 3. A.D.A. ENGINEERING, INC 2. MILIAN SWAIN AND ASSOCIATES 4. SRS ENGINEERING, INC 3. STANLEY CONSULTANTS, INC 5. R.J BEHAR & COMPANY INC 4. BALJET ENVIRONMENTAL, INC. ENGINEERS, PLANNERS 5. LANGAN ENGINEERING Traffic & Transportation Structural 1. TY LIN INTERNATIONAUHJ ROSS 1. SRS ENGINEERING, INC 2. THE CORRADiNO GROUP 2. G BATISTA & ASSOCIATES 3. MARLIN ENGINEERING 3. STANLEY CONSULTANTS, INC 4. C H PEREZ CONSULTING ENGINEERS, INC. Landscape 5. URS 1. _O'LEARY RICHARDS_DESIGN & Architecture ASSOCIATES 1 MCHARRY ASSOCIATES 2. BERMELLO AJAMIL & PARTNERS 2 BERMELLO AJAMIL & PARTNERS 3. ROSENBERG GARDNER DESIGN 3 SOL -ARCH, INC 4. CURTIS + ROGERS DESIGN 4 R.E. CHISHOLM ARCHITECTS, INC STUDIO, INC 5 INDIGO SERVICE CORPORATION 5. KIMLEY HORN & ASSOCIATES WHEREAS, the Mayor and City Commission desires to authorize the City Manager to negotiate hourly rates and execute a service agreement with the highest ranked firm. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA THAT: Section 1: The City Manager is hereby authorized to negotiate hourly rates and execute a professional service agreement in the same form as published in RFQ #PW- S2013 -04 in accordance with the procedure set forth in Florida Statute 287.055 (Consultant's Competitive Negotiation Act). Pg. 2 of Res. No. 120 -13 -13938 Section 2: The agreements shall be approved by resolution prior to being signed by the City Manager. Section 3: If any section clause, sentence, or phrase of this resolution is for any reason held invalid or unconstitutional by a court of competent jurisdiction, the holding shall not affect the validity of the remaining portions of this resolution. Section 4. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 4th day of June 2013. T . T: APPRO ED: CLERK ,} MAYO COMMISSION VOTE: 5 -0 ION Mayor Stoddard: Yea Vice Mayor Liebman yea Commissioner Newman: Yea Commissioner Harris: yea Commissioner Welsh: Yea City of. South Miami PUBLIC WORKS& ENGINEERING DEPARTMENT 47.95 SW 75t" Avenue. �� o ,r0 7 F . ` Miami, FL 33155 Tel. (305) 663 -6350 Fax (305) 668W72p8. To:- Steven Alexander, City Manager FROM; Jorge L. Vera, Capital Improvement Project Manager DATE,. June 4, 2012 Resolution:, A R66010 6n, of the City of South Miami,, Fl6dda;.autiiofWh -' tho:Clty.ManageC to negotiate hourly rates and to execute a professional service agreement provided under the Florida Statute. 287.055 (Consultant's. Competitive. Negotiation. Act). "CCNA'`, for: Architecture, Landscape .Architecture;. CivillEhviropmehtal 1ngineering;. Traffic .000 Transportation Engineering professional services. Bae:kgro)And: On April 26, .2013; the City received ;33 solicitations. In response, for the request for qualifications RFQ #PW- S201 °3 -04 :for Architecture,,, Landscape Architecture, CivillEnvironmenta) Engineering, Traffic and: Transportation; Engineering professional .services: The intent. of the CCNA is to select,professional. services based on th.e..qu.alifcations of the firm, .without considering the price of those 'service $ until after the firrri:S. have been ranked; Ranking is. based on qualifications and negotiation's have begun with the top ranked firm. Professional design services are defined :.under.ahis. law. to include: engineering, surveying & mapping, jandscape architecture, and_ architecture. Numerous studies have shown that selection based on qualifications provides. the owner with optimum .service.si:whereas selection based on low price only assures the owner of the Least expensive initial design or study cost; not necessarily the best or most cost-effective over the life of the project. Public agencies that. use qualifications based selection. under. the. CCNA to procure.ebgineering services are better able to control construction costs and achieve a consistently high degree of project satisfaction than those using other procurement methods. Therefore, the selection of firms will be based on qualifications and once firms are selected, then competitive negotiations for fees will occur: Further, the intent of the CCNA legislation has always been to preclude "price consideration" from entering into the selection process. The Florida Legislature clarified the statute in 1988 to state that an "agency may request, accept, and consider proposals for the compensation to be paid under the contract only during the competitive negotiation." In accordance with Florida Statute 287.055 (Consultant's Competitive Negotiation Act) "CCNA ", the review committee ranked the firms within the categories of Architecture, Landscape Architecture, Civil /Environmental Engineering, Traffic and Transportation Engineering. The top 5 firms for each category are listed below in order of their ranking. .Civil 1.: EAG CONSULTING; ]NC .21Y CIVIL WORKS`.INC 3;. A:D:A, ENGI.NEER:ItJ:GA 1NC; 4:. SRS ENGINEER;I.NG, R`:J 8EHAR.& OOMPANY INC...ENGIN.ERRS; PLANNERS: Traffio & Transportat'ion 1., Ty LIN.INTERN.ATIONAL /FIJ: ROSS - 2. THE.CQRRADINO GROUP , MARLIN ENGINEERING .4, 0; H,PEREZ CONSULTING ENGINEERS, ING.; 5. URS: 1 ' IViCHARRY ASSOCIATES 2 BERNIELLQ AJAMIL &PARTNERS' 3. S:OL ARCH, INC.: 4 R E. CHISyOLIVI ARCHITECTS, 0 5 INDIGO SERVICE CORPORATION .Environmental.. 1 R: J BEHAR & COMPANY INC ENGINEERS, PLANNERS 2 MIL IAN:SWAIN AND,AS`SOCIATES 3. STANLEY CONSULTANTS, IN. G 4: 8A JET'EI IVJRONMENTAL;.INC. 51 LANGAN'ENGINEERING .Structural. '1. SRS ENGINEERING :I.NC> 2:. G. BATISTA & ASS.00IATES. .J. V.i!':�IV LI�1 L(VIVyl,l1. 1.lp1Y 1.0, IIVV Landscape: 1., O'LEARY. RICHARD:S,DESIGN. &ASSOCIATES 2. BERMELLO AJAMIL: &`PARTNERS 3. ROSENBERG. GAR.DNER DESIGN 4. C:URTIS. 4 ROGERS OESIGN "STUDIO; INC 5. KIMLEY HORN . &ASSO.CIATES City staff will be submitting, at a future regular Commission meeting, the completed Professional General Services Agreements for Commission approval; for each ranked firm, which will include negotiated hourly rates.. The execution of these Professional General Service agreements does not commit the City to any maximum amount of fees nor guarantee any work. Upon selection of the firms, the City will negotiate. hourly rates that are acceptable to the City and within industry s.Eandards: Upon the City and firm negotiating a cost to perform the required scope of a project, a resolution will be brought before the City Commission for approval of the service agreement. Attachments: Proposed Resolution Evaluation selection sheet Standard professional service agreement y RFQ #PW- P2013 -04 Rank Bidder Points Civil Engineering JV SK GM Total fY L.IN IN- WRNA'HONAL. /H.I ROSS 89 97 9:E 277 1 EAC CONSULTING, INC 90 97 89 276 2 CIVIL WORKS INC. 86 91 85 262 BEiRIVIELLO A.IAMII_ t? PARTNERS (NP) 25 88 81 254 PHE CORRADINO GROUP 74 96 81 257. 3 A.D.A. ENGINEERING, INC. 81 91 78 250 4 SRS ENGINEERING, INC 69 98 81 248 5 R.J BEHAR & COMPANY INC ENGINEERS, PLANNERS 79 98 71 248 MILIAN SWAIN AND ASSOCIATES 85 79 80 244 5 fAN1J.-.Y C0I\JSUE:rAN f:5, 1NC. 71 90 71 232 CPH ENGINEERS 72 94 65 233. BAIJET ENVIRONMENTAL, INC. 73. ",5 7:1. 227 LAN(iAN FNGINi:I:: Detail by Entity Name Page I of 2 retail by Entity Name orida Profit Corporation EAC CONSULTING, INC. ling Information :)cument Number P94000066488 650519739 09/06/1994 FL ACTIVE =1 /EIN Number Date Filed :ate Status Principal Address 15 N.W. 57 AVENUE �UITE 402 11AM1, FL 33126 :hanged: 01/11/2002 Sailing Address 15 N.W. 57 AVENUE �UITE 402 1IAM1, FL 33126 hanged: 01/11/2002 egistered Agent Name & Address CROOKS, ENRIQUE A 15 N.W. 57 AVENUE UITE 402 11AM1, FL 33126 lame Changed: 01/04/2013 dress Changed: 01/11/2002 icer /Director Detail Name & Address M ROOKS, ENRIQUE A 15 N.W. 57 AVENUE, SUITE 402 11AM1, FL 33126 nnual Reports Zeport Year Filed Date 1011 01/06/2011 1012 01/09/2012 :013 01/04/2013 Document Images 01/04/2013 -- ANNUAL REPORTI View image in PDF format :...................... . __ _. _........... ............. _ --- ...._ ....._......__...._.._._....._. 01/09/2012 -- ANNUAL REPORT View image in PDF format 01/06/2011 -- ANNUAL REPORT, View image in PDF for mhtml:file: / /C: \Documents and Settings \jvera \Desktop \PSA approval \EAC sunbiz.mht 7/8/2013 Detail by Entity Name Page 2 of 2 01/08/2010 --ANNUAL REPORT ] View image in PDF format 01/30/1997 --ANNUAL REPORT View image in PDF format 05/01/1996 ANNUAL REPORT View image in PDF orma 04/25/1995 ANNUAL REPORT View image in PDF format Copyright @) and Privacy Policies State of Florida, Department of State View image in PDF format 01/03/2007 --ANNUAL REPORT[ View image in PDF forma 01/05/2006 --ANNUAL REPORT I ViewimageinPDF 01/03/2005 ---ANNUAL REPORT!"' View image in PDF" format 01/07/2004 --ANNUAL REPORT View image in PDF for�il 02/18/2003 -- ANNUAL REPORT '"'View image in PDF form"at 01/11/2002 --ANNUAL REPORT View image in PDF format 01/16/2001 --ANNUAL REPQRT[ View image in PDF format 01/25/1999 -- ANNUAL REPORT F 01/30/1997 --ANNUAL REPORT View image in PDF format 05/01/1996 ANNUAL REPORT View image in PDF orma 04/25/1995 ANNUAL REPORT View image in PDF format Copyright @) and Privacy Policies State of Florida, Department of State I Detail by Entity Name Detail by Entity Name = lorida Profit Corporation MARLIN ENGINEERING, INC. Page 1 of 2 riling Information document Number S74791 650279601 08/21/1991 FL ACTIVE AMENDMENT AND NAME =EI /EIN Number Date Filed hate Status Last Event CHANGE event Date Filed 03/07/2011 NONE =vent Effective Date Principal Address ?191 NW 97TH AVE MIAMI, FL 33172 -2313 hanged: 01/24/2011 Mailing Address ?191 NW 97TH AVE MIAMI, FL 33172 -2313 ;hanged: 01/24/2011 Registered Agent Name & Address SORIA, RAMON ?191 NW 97TH AVE JIIAMI, FL 33172 -2313 Jame Changed: 02/17/2003 \ddress Changed: 01/24/2011 Dfficer /Director Detail Name & Address Fitle PTD >ORIA, RAMON ?191 NW 97 AVENUE JIIAMI, FL 33172 Fitle SVD \LFONSO, SERGIO JR ?191 NW 97 AVENUE MIAMI, FL 33172 Fitle SVD =LEITAS, LAZARO ?191 NW 97 AVENUE MIAMI, FL 33172 annual Reports Report Year Filed Date mhtml:file:HC:\Documents and Settings \jvera \Desktop \PSA approvalWarlin sunbiz.mht 7/8/2013 Detail by Entity Name 2011 01/24/2011 2012 03/19/2012 2013 01/28/2013 Document Images 01/28/2013 ANNUAL REPORT View image in PDF format 03/19/2012 ANNUAL REPORT View image in PDF format 06/21/2011 --ANNUAL REPORT . ... .. 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View image in PDF 04/21/1997 ANNUAL REPORT View image in PDF format Page 2oF2 - --------- | 05/01/1995 ANNUAL REPORT View image in PDF format ' | Copyright and Privacy Policies State m Florida. ueoau*entmState Detail by Entity Name Page 1 of 3 Detail by Entity Name Foreign Profit Corporation THE CORRADINO GROUP, INC. Filing Information Document Number F97000000207 610713040 01/13/1997 KY ACTIVE FEI /EIN Number Date Filed State Status Principal Address 1ST TRUST CENTER #300 - NORTH 200 S. 5TH STREET LOUISVILLE, KY 40202 Mailing Address 1ST TRUST CENTER #300 - NORTH 200 S. 5TH STREET LOUISVILLE, KY 40202 Registered Agent Name & Address CORRADINO, JOSEPH M 4055 NW 97TH AVENUE MIAMI, FL 33178 Name Changed: 02/1712000 ss Changed: 02117/2000 r /Director Detail Name & Address 1100 'POOL, FRED 055 NW 97TH AVENUE (IAMI, FL 33178 itle CD ORRADINO, JOSEPH C )55 NW 97TH AVENUE IAMI, FL 33178 tie VD SULLIVAN, STEPHEN B 1ST TRUST CENTER #300 - NORTH LOUISVILLE, KY 40202 - M DRRADINO, JOSEPH M )55 NW 97TH AVENUE IAMI, FL 33178 mhtml:file: / /C: \Documents and Settings \jvera \Desktop \PSA approval\Corradino sunbiz.mht 7/8/2013 ° ^ ^ Detail by Entity Name � EUTGCH. BURT J |RGT TRUST CENTRE, SUITE 3O0NORTH EFlEZDE MORALES, EDUAROO )5GNVV97THAVENUE |AM|.FL3317G UeVD ISCAR. K8|GUEL )55NVV97THAVENUE |/\K8|. FL 33178 Nnnum|Repurta Report Year Filed Date 2012 02/02/2012 2013 82/27/2013 2013 06/13/2013 Document Images 06/13/2013 —AMENDED ANNUAL REPORT View image in PDF for��j 02/27/2013 ANNUAL REPORT View ima�e in PD� fo�mat 02/02/2012 ANNUAL REPORT View image in PDF for 02/21/2011 --ANNUAL REPORT View image in PD ormat 04/23/2010 --ANNUAL REPORT View image in PDF forma 04/21/2009 ANNUAL REPORT View image in PDF format 04/24/2008 ANNUAL REPORT View image in PDF format 04/19/2007 ANNUAL REPORT View image in PDF formai 03/31/2006 ANNUAL REPORT View image in PDF forma 09/01/2005 ANNUAL REPORT View image in PDF format 05/03/2004 ANNUAL REPORT View image in PDF orma 05/05/2003 ANNUAL REPORT View image in PDF form tj 05/14/2002 ANNUAL REPORT View image in PDF format 09/17/2001 --ANNUAL REPORT View image in PDF for6ii�� 09/12/2000 ANNUAL REPORT View image in PDF fo mat 02/17/2000 ANNUAL REPORT View image in PDF for 06/07/1999 ANNUAL REPORT View image in PDF for6ja�t 02/06/1998 --ANNUAL REPORT View image in PDF for�� 10/03/1997 -- AMENDMENT View 05/15/1997 -- MISC Page 2 of 3 Detail by Entity Name Page 1 of 2 ) etail by Entity Name lorida Profit Corporation SRS ENGINEERING, INC. iling Information. ocument Number P95000070762 650607552 09/14/1995 FL ACTIVE 09/11/1995 EI /EIN Number Date Filed tate Status Effective Date ast Event AMENDMENT 09/12/2005 NONE vent Date Filed Event Effective Date Principal Address DO SW 74TH. CT. J1 IAMI, FL 33155 hanged: 02/20/2008 ailing Address J01 SW 74TH. CT. )l IAMI, FL 33155 hanged: 02/20/2008 egistered Agent Name & Address SERRALTA, IGNACIO )01 SW 74TH. CT. A IAMI, FL 33155 ddress Changed: 02/20/2008 fficer /Director Detail Name & Address tle P/D ERRALTA, IGNACIO )01 SW 74TH. CT., SUITE 201 IAMI, FL 33155 tle ST /D EREDA, RALPH A )01 SW 74TH. 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BEHAR & COMPANY, INC. iling Information Document Number P99000088184 650954070 10/04/1999 FL ACTIVE EI /EIN Number Date Filed Rate Status Principal Address 861 SW 196TH AVENUE 02 EMBROKE PINES, FL 33332 hanged: 03/05/2001 ailing Address 861 SW 196TH AVENUE 02 EMBROKE PINES, FL 33332 hanged: 03/05/2001 egistered Agent Name & Address KRAKOWER, EVAN RESQ 0061 NW 1ST COURT LANTATION, FL 33324 ddress Changed: 02/09/2010 Dffi cer/Di rector Detail Name & Address Title PCEO BEHAR, ROBERT J 12090 SW 26TH COURT DAVIE, FL 33330 Title S BEHAR, DERETH A 12090 SW 26 CT DAVIE, FL 33330 Title VP VAZQUEZ, JUAN H 1403 St. Gabrielle Lane 3206 YVESTON, FL 33326 Annual Reports Report Year Filed Date 2011 01/11/2011 mhtml:file: / /C: \Documents and Settings \jvera \Desktop \PSA. approval \RJ BEHAR sunbiz.mht 7/8/2013 Detail bv Entity Name 2012 01/27/2012 2013 01/0312013 Document Images Page 2 of 2 01103/2013 --ANNUAL -REPORT ViewimageinPDF 01/27/2012 -- ANNUAL REPORT: 01/11/2011 --ANNUAL REPORT! View image in PDF format 02/09/2010 --ANNUAL REPORT View image in PDF format 01/15/2009 -- ANNUAL - REPORT View image in PDF format 02/28/2006 -- ANNUAL - REPORT[—* View image in PDF format 02/24/2005 --ANNUAL REPORT[ View image in PDF'format 03/15/2004 ANNUAL REPORT [_­­�iew image in PDF format 03/03/2003 ANNUAL REPORT -- ------ View"i'm'age in PDF format 03/13/2002 --ANNUAL - REPORT View"image in PDF-fo,rm 03/05/2001 --ANNUAL EEPORTFView image in PDF format 03/15/2000--ANNUAL-REPORTI View image in PDF format Copyright @ and Privacy Policies State of Florida, Department of State mbtm[file:HC: \D0000zootu and S Q/\ BD8ARauubiz.ulht 7/8/2013 a Detail by Entity Name Page 1 of 3 3etail by Entity Name Ioreign Profit Corporation T.Y. LIN INTERNATIONAL iling Information Document Number 834521 941598707 06/12/1975 CA ACTIVE CORPORATE MERGER 'EI /EIN Number Date Filed state Status Last Event ;vent Date Filed 03/1712010 NONE ;vent Effective Date Principal Address HARRISON ST TE. 500 AN FRANCISCO, CA 94105 :hanged: 01/10/2005 tailing Address HARRISON ST TE. 500 AN FRANCISCO, CA 94105 :hanged: 01/10/2005 .egistered Agent Name & Address PIEDRAHITA, ALVARO 01 ALHAMBRA CIRCLE UITE 900 ORAL GABLES, FL 33134 ame Changed: 07/19/2006 ddress Changed: 07/19/2006 Ifficer /Director Detail Name & Address itle P IEDRAHITA, ALVARO 01 ALHAMBRA CIRCLE, SUITE 900 ORAL GABLES, FL 33134 itle EVST ETERSON, ROBERT A HARRISON ST., STE. 500 AN FRANCISCO, CA 94105 itle SVP ALLE, MARIANO 01 ALHAMBRA CIRCLE, SUITE 900 ORAL GABLES, FL 33134 mhtmL•file:HC: \Documents and Settings \jvera \Desktop \PSA approval \TY Lin sunbiz.mht 7/8/2013 Detail by Entity Name itle C 'ANG, MAN -CHUNG HARRISON ST., STE. 500 ;AN FRANCISCO, CA 94105 'itle VP ennie, Veronica HARRISON ST., STE. 500 AN FRANCISCO, CA 94105 itle VP 'affney, Heather HARRISON ST TE. 500 AN FRANCISCO, CA 94105 itle VP ledina, Robert HARRISON ST TE. 500 AN FRANCISCO, CA 94105 itle VP erguson, John HARRISON ST TE, 500 AN FRANCISCO, CA 94105 itle VP fader, Marwan HARRISON ST TE. 500 Title VP Hadley, Robert ? HARRISON ST 3TE. 500 3AN FRANCISCO, CA 94105 4nnual Reports Report Year Filed Date 2011 02/15/2011 2012 03/30/2012 2013 03/11/2013 ment Images Page 2 of 3 mhtml:file: / /C: \Documents and Settings \jvera \Desktop \PSA approval \TY Lin sunbiz.mht 7/8/2013 Detail by Entity Name Page 1 of 2 Detail by Entity Name Foreign Profit Corporation STANLEY CONSULTANTS, INC. Filing Information Document Number P09744 421320758 04/15/1986 IA ACTIVE FEl /EIN Number Date Filed State Status Principal Address 225 IOWA AVENUE MUSCATINE, IA 52761 Mailing Address 225 IOWA AVENUE MUSCATINE, IA 52761 Registered Agent Name & Address CT CORPORATION SYSTEM 1200 S. PINE ISLAND ROAD PLANTATION, FL 33324 Name Changed: 03/25/1992 Address Changed: 03/25/1992 Officer /Director Detail Name & Address Iii i'�La' r� ROBERTS, GAYLE APD 6914 NOTTINGHAM BETTENDORF, IA 52722 Title SVP REISCHAUER, BENNETT DSVP 1610 MULBERRY AVE. MUSCATINE, IA 52761 Title CD THOMOPULOS, GREGS GCD 75 SHAGBARK CT IOWA CITY, IA 52246 Title S ELLIOTT, NANCY DS 209 NORMANDY CT. MUSCATINE, IA 52761 Title T inhtml:file: / /C: \Documents and Settings \jvera \Desktop \PSA approval \Stanley sunbiz.mht 7/8/2013 Detail by Entity Name Page 2 of 2 SMITH, RICHARD CT 101 STERLING WOODS CT MUSCATINE, IA 52761 e AS CDANIEL, KAREN L )2 BARRY AVENUE USCATINE, IA 52761 Annual Reports Report Year Filed Date 2011 01/06/2011 2012 01/06/2012 2013 01/09/2013 Document Images 01/09/2013 -- ANNUAL REPORT! 01/06/2012 -- ANNUAL REPORT 01/06/2011 --ANNUAL REPORT F 01/22/2010 -- ANNUAL REPORT 01/19/2009 --ANNUAL REPORT 01/07/2008 --ANNUAL REPORT; 01/10/2007 --ANNUAL REPORT 01/10/2006 -- ANNUAL REPORT;_ 01/06/2005 --ANNUAL REPORT { 01/22/2004 -- ANNUAL REPORT 01/14/2003 -- ANNUAL REPORT 02/20/2002 -- ANNUAL REPORT; 02/09/2001 --ANNUAL REPORT 111999 --ANNUAL REPORT 5/1998 --ANNUAL REPORT! 9/1997 -- ANNUAL REPORT 1/1996 -- ANNUAL REPORT 1/1995 --ANNUAL REPORT; __._ ... ........ _.-,...__._.._----__.. .._...._.__..._......__..._.... _..__........._. 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View image in PDF format 11/29/2005 -- Domestic Profit View image in PDF format Copyright © and Privacy Policies State of Florida, Department of State http: / /search. sunbiz. org/ Inquiiy/ CorporationSearch /SearchResultDetail /EntityName /domp -p... 7/9/2013 Detail by Entity Name Detail by Entity Name IVIL WORKS, INC. ocument Number P96000045117 EI /EIN Number 650673629 ate Filed 05/20/1996 tate FL tatus ACTIVE ast Event AMENDMENT vent Date Filed 09/27/2010 vent Effective Date NONE 355 N.W. 12 STREET UITE 202 ORAL, FL 33126 hanaed: 04120/2011 855 N.W. 12 STREET QUITE 202 )ORAL, FL 33126 :hanged: 04/2012011 ELL, LINDA MP.E. 370 SW 149 DRIVE ALMETTO BAY, FL 33158 ddress Changed: 01/20/2010 ifficer /Director Detail ame & Address itle PST ELL, LINDA M, P.E. 370 S.W. 149TH DRIVE ALMETTO BAY, FL 33158 Page 1 of 3 http: / /search.sunbiz. org/ Inquiry/ CorporationSearch /SearchResultDetail /EntityName /clomp -... 7/17/2013 ^ ^ ^ ° Detail by Entity Name Page 2of3 e DV OAREG.VAUGHNP.E. 3U58VV124THCOURT IAM1, FL 33175 Director Mir, Jose K8, P.E. 925Bricke|Avenue ,pt D-1402 l|ami.FL33129 Report Year Filed Date 2011 04/20/2011 2812 04/84/2012 2013 03/12/2013 em 03/12/2013 ANNUAL REPORT View image in PDF format 09/27/2010 Amendment —ima-g`e--'inP—DF format 01/20/2010 ANNUAL REPORT -View'image in PDF format 01127/2009 ANNUAL REPORT View image in P.D.F forma 01/07/2008 ANNUAL REPORT View image in PDF format 02/0512007 ANNUAL REPORT 03/10/2005 ANNUAL REPORT View image in PD io-r at 03/15/2004 --ANNUAL REPORT View image in PDF format 02/12/2003 ANNUAL REPORT View image in PDF format 03/02/2000 ANNUAL REPORT =V—ieW—image in �E�F fori��t 03/01/1999 ANNUAL REPORT Vi� i age in PDF format 01/26/1998 --ANNUAL REPORT �� image in PDF i�rmait--] 05/20/1996 DOCUMENTS PRIOR TO 19971 View image in PDF format Copyright m and Privacy Policies State m Florida, Department wState Detail by Entity Name Page 1 of 4 3etail by Entity Name 'lorlda Profit Corporation ,.H. PEREZ & ASSOCIATES CONSULTING ENGINEERS, INC. 'iling Information )ocument Number P04000071983 *EI /EIN Number 550866252 )ate Filed 05/03/2004 >tate FL >tatus ACTIVE affective Date 05/03/2004 .ast Event AMENDMENT :vent Date Filed 08/26/2011 :vent Effective Date NONE 'rincipal Address 1594 NW 41 ST .01 )ORAL, FL 33178 ;hanged: 01 /05/2005 flailing Address 594 NW 41 ST 01 )ORAL, FL 33178 :hanged: 01/05/2005 registered Agent Name & Address 'EREZ, CARLOS H 0423 NW 56TH TERRACE )ORAL, FL 33178 lame Changed: 01/02/2013 Adress Changed: 01/05/2005 )fficer /Director Detail lame & Address 'itle P 'EREZ, CARLOS H http: // search. sunbiz.org/ Inquiry/ CorporationSearch /SearchResultDetail /EntityName /dome -... 7/17/2013 Detail by Entity Name O423NW5GTHTERRACE IIAMI, FL 33178 'EREZ,jULIANA O423NVV5GTHTERRACE 1|AN1|,FL33178 UNEZ, FRANCISCO L 33O8VV14STHAVE. UAYN|,FL33175 itle VP RANC|S.CARLO8 5S4NVV41ST ORAL, FL3317G itlaD GU|LAR`RAFAELG 384NVV41ST ORAL, FL33178 Report Year Filed Date 2011 01/03/2011 2012 01/05/2012 2013 01/02/2013 01/02/2013 -- ANNUAL REPORT[— —format 01/05/2012 --ANNUAL REPORT. View image in PDF format -- Amendment View imacte in PDF format I 01/03/2011 --ANNUAL REPORT | ! 01/04/2010 ANNUAL REPORT 01/12/2009 ANNUAL | i | | 01103/2008 ANNUAL REPORT 03/14/2007 ANNUAL REPORT | | | | | REINSTATEMENT. 01/05/2005 ANNUAL REPORT 08/03/2004 Amendment 05/03/2004 Domestic Profi | / | / / � View image in PDF form View image in PDFio*r View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Page 2 of 4 http:llscarch.sunbiz.orgllnquirylCorporationSearchISearchResultDetaillEntityNameldoi-np-... 7/17/2013 28SE I SUNDAY, JULY 28, 2013 SE MiamiHeraid.com I MIAMI HERALD Q. SOV ry: �c CITY OF SOUTH MIAMI COURTESY NOTICE NOTICE IS HEREBY given that the City Commission of the City of South Miami, Florida will conduct Public Hearing(s) at its regular City Commission meeting scheduled for Tuesday, August 6, 2013, beginning at 7:00 p.m., in the City Commission Chambers, 6130 Sunset Drive, to consider the following item(s): An Ordinance amending Section 15 -93, filled "Noise- creating blowers, power fans, or internal combustion engines, outdoor powered tools and other equipment" of the existing noise ordinance. P A Resolution authorizing the City Manager to execute a Professional Service Agreement provided under Florida Statute 287.055 Consultant's Competitive Negotiation Act "CCNA ", with EAC Consulting, Inc., Marlin Engineering, Inc., The Corradlno Group, Inc., SRS Engineering, Inc., R.J. Behar and Company, Inc., T.Y. Lin International, Stanley Consultants, Inc., Sol -Arch, Inc., Civil Works, Inc., C.H. Perez & Associates Consulting Engineers, Inc., for the following professional services: Architecture, Landscape Architecture, Civil /Environmental Engineering, Traffic and Transportation Engineering. A Resolution related to a request pursuant to Section 20- 3.4(B)(4)(b) of the City of South Miami Land Development Code for Special Use Approval to locate a general restaurant at 5701 Sunset Drive, Shops at Sunset Place Unit 194; within the Specialty Retail "SR ", Hometown District Overlay "HD -OV ". A Resolution related to a request pursuant to Section 20- 3.4(B)(4)(b) of the City of South Miami Land Development Code for Special Use Approval to locate a general restaurant at 5864 Sunset Drive within the Specialty Retail "SR ", Hometown District Overlay "HD -OV ". A Resolution of the City of South Miami totaling to a request to allow for the creation of parcels A, D. and C on the Northern portion of property specifically located at 6520 SW 56th Street, South Miami, Florida within an RS -3; Low Density Single - Family Residential Zoning District, as permitted by provisions pertaining to "Waiver of Plat" set forth in Section 20- 4.2(B) of the City of South Miami Land Development Code, and Section 28 -4 of the Miami -Dade County Code; for the purpose of constructing three new single - family homes; and providing for a legal description. A Resolution of the City of South Miami relating to a request to allow for the creation of parcels A, B, C, and D on the Southern portion of property specifically located at 6520 SW 56th Street, South Miami, Florida within an RS -3; Low Density Single - Family Residential Zoning District, as permitted by provisions pertaining to "Waiver of Plat" set forth in Section 20- 4.2(B) of the City of South Miami Land Development Code, and Section 28 -4 of the Miami -Dade County Code; for the purpose of constructing four new single- family homes; and providing for a legal description. A Resolution of the City of South Miami relating to a request to allow for the creation of parcels 1 through 5, on property specifically located at 6150 SW 80th Street; 6120 SW 80th Street; and 6040 SW 80th Street, South Miami, Florida within an RS -3; Low Density Single - Family Residential Zoning District, as permitted by provisions pertaining to "Waiver of Plat" set forth in Section 20- 4.2(B) of the City of South Miami Land Development Code, and Section 28 -4 of the Miami -Dade County Code; for the purpose of constructing five new single family homes; and providing for a legal description. A Resolution authorizing the City Manager to enter into a wo -year lease and maintenance contract for two police motorcycles with Peterson's Harley- Davidson's of Miami, disbursement of the funds up to $11,400.00 per year from account number 001 - 1910 -521 -4450 (Purchase/ Lease Police Vehicles), for the years fiscal years 2013/14 through 2014/2015. ALL interested parties are invited to attend and will be heard. For further information, please contact the City Clerk's Office at: 305 - 663 -6340. Maria M. Menendez, CMC City Clerk Pursuant to Florida Statutes 286.0105, the City hereby advises the public that if a person decides to appeal any decision made by this Board, Agency or Commission with respect to any matter considered at its meeting or hearing, he or she will need a record of the proceedings, and that for such purpose, affected person may need to ensure that a verbatim record of the proceedings is made which record includes the testimony and evidence upon which the appeal is to be based. Page: NabesSE_19, C,ri} inn• let NEIGHBORS CALENDAR -CALENDAR, FROM 18SE Museum, 285 Aragon Ave., Coral Gables. Free with Museum Admis- sion. 305- 603 -8062 coralgabfesmuseum.org. Dolphin Mall Family Summer series: Children will want to immerse themselves into Dolphin Mall's free movie screenings, arts and crafts lessons and other exciting, "cool," indoor activities, as the center announces its summer fun activities. The center will provide families indoor activities to enjoy together. Discounted specials and participat- ing retail stores include Cobb Dol- phin Cinema with free summer kids movies, Cool de Sac, Dave and Buster and many more. Please visit Dolphin Mall's website for more information. 10 a.m. July 28. Dolphin Mall, 11401 NW 12th St., Sweetwater. Varies. 305-365 -7446. www.shopdolphinmall.com. First Free Saturday!: Enjoy free admission for the entire family! 11 a.m. Aug. 3. Gold Coast Railroad Museum, 12450 SW 152nd St., Rich- mond Naval Air Station. $0. 305- 253 -0063. https-://www.facebook.com/ events/616390791715618/. Gables Sister Cities: Partners in Peace: The exhibition, Coral Gables' Sister Cities: Partners in Peace, is dedicated to the City of Coral Ga- bles' beloved sister cities and the sister cities movement launched by President Dwight 0. Eisenhower in 1956. Visitors are invited to learn about the history of this internation- al peace program and uncover the connections between Coral Gables and her sister cities: Aix- en -Pro- vence, France; Cartagena, Colombia; Granada, Spain; La Antigua, Guate- mala; and Province of Pisa, Italy. 12 p.m. July 28. Coral Gables Museum, 285 Aragon Ave., Coral Gables. Free with museum admis- sion. 305- 603 -8067. www.coralgablesmuseum.org. Golf in the Gables at the Coral Gables Museum: The Gables big three: the Granada, Biltmore & Riviera golf courses, have attracted golf pros & enthusiasts since the City's early years to today. This exhibit of historical photos from the 19205 to present features famous golfers on Coral Gables greens, & video highlighting Golf in the Gables & Junior Orange Bowl Golf Champi- onship. Curaled by Arva Moore Parks with assistance of Coral Gables native & championship golfer Tracy Kerdyk. Sponsors include The Wolf- son Foundation & the Biltmore Hotel. 12 p.m. July 28. Coral Gables Museurn, 285 Aragon Ave., Coral Gables. Free with museum admis- sion. 305- 603 -8067. coralgables museum.org. Historic Walking Tours at the Coral Gables Museum: stroll through Coral Gables' bustling business district -this thriving area began in the 1920s as a humble commercial district. Visit historic Mediterranean Revival buildings, including a former Ford dealership, outdoor theater, and Pub, date: Sunday, July 28 Cnrhinn vnnn M.1nCG CSMiamiHerald.com/ calendar Search hundreds more events in your area and beyond, riding club. Newer cityscape addi- tions help tell the complete down- town story. Approximately 1.5 hrs. 11 a.m. Aug. 3. Coral Gables Muse- um, 285 Aragon Ave., Coral Gables. $5 for Museum members, $10 for general public, 305- 910 -3996. www.coralgablesmuseum.org /. International sounds by the pianist: Performs international sounds on Mondays. Three - course, fixed price meal available or order a la carte. Reservations requested. 7:30 p.m. July 29. Villa Azar, 309 23rd St., Miami Beach. $45 fixed price meal. 305- 763 -8688. www.villaazurmiami.com. Liberty City Green Market: Liberty City Green Market is a Farmers Market that has a variety of fruits, vegetables and specialty items such as Moringa, alkaline water and vegan gluten free cupcakes. We accept cash, credit /debit and EBT. We give up to 20`o discount. You can order a CSA bag and we deliver throughout Dade, Broward & West Palm Beach county We are located on 50th St. N.W. 71h Ave in Miami, right off the 95. Our hours are from 10 a.m. - 3 p.m. Every Saturday Stop by we have so much more to offer! 954- 699 -1562 10 a.m. Aug. 3. Liberty City Green Market, 60th St N.W. 7th Ave, Down- town Miami. Free. 786- 873 -0525. www.facebook.com /urbangreen works. Miami Milers: A running club for children ages 18 and under is now registering for track and field. Club also participates in cross country and road racing 6 pm. July 29. Tropical Park, 7900 SW 401h St, Olympia Heights. Free - tryout. 305 -877 -9469. miamimilers.net. Miami Spice Menu 2013: Villa Azur are delighted to be part of Miami Spice 2013. Join us for a delicious $39 three course menu running from August 1st to September30th every- day of the week Except Thursday and Saturday. Our special menu changes every week during Miami Spice. 6:30 p.m. Aug. 2. Villa Azur, 309 23rd St., Miami Beach. $39. 305- 763.8688. www.villaazurfniami.com. Midday Organ Concert; lay Brooks, director of music at First United Methodist Church of Coral Gables, performs a midday organ concert on the first Thursday of every month. The music is a rich repertoire of spiritual and secular pieces on the church's 4,000 pipe organ. All are welcome. 12:30 p.m. Aug. 1. First United Methodist Church of Coral Gables, 536 Coral Way, Coral Gables. free. 305 -445 -2578. www.fumccg.org. Mini -Golf at the Coral Gables Muse- um: Don't let your summer get stuck In the rough! Visit the Coral Gables Museum & play on a one -of -a -kind mini -golf course created by top architects, landscape designers and contractors of Miami. Challenge friends & family to a round of golf in air - conditioned comfort. Regular museum hours & admission apply. Great for business & after -work parties, with concession stand & full bar available for private groups. For additional information, contact Director Christine Rupp at the Coral Gables Museum. 12 p.m. July 28. Coral Gables Museum, 285 Aragon Ave., Coral Gables. $3 plus museum admission. 305. 603-8067. coralgablesmuseum.org. Our Miami Project Launch: Come and learn about the new Public Space Challenge and how it is a part of the Our Miami initiative, which is shaping Miami's future by working to retain young talent in Miami. RSVP by July 30 at miamifounda- tion.org / ourmiamirsvp and receive a complimentary cocktail and entry. 6 p.m. July 31. The Stage Miami, 170 NE 38th St., Little Haiti. 305 -357 -2091. miami toundation.org /ourmfamirsvp. Peruvian Independence Day Festi- val: Gastronomic Adventure, music, dance, shows, contest and much more. 10 a.m. July 28. Miami Airport Convention Center, 711 NW 72nd Ave.,. Pet Adoption Event at Alper JCC: Miami -Dade County Animal Services Department present in collaboration with Alper JCC this event at which adoption fees will be half -off. 10 a.m. Aug. 4. Dave and Mary Alper JCC, 11155 SW 112th Ave., Kendall. Free admission. 305- 271 -9000. Pilates Mat Class: Join for a fun and challenging Pilales Mat workout. No equipment necessary; just bring yourself and challenge your core muscles, while building your strength and flexibility. All levels welcome. Free parking. Sign -up is required to guarantee a space. Send an email to inro@conscious-move- ment.com. Mention this ad and first class is free. 7 p.m. July 31. Conscious Move- ment Pilales, 4100 Salzedo St., Coral Gables. Free for newcomers. 786- 953 -7623. wvrwconscious- movement.com. Saturday and Sunday with Sue the Dinosaur: Saturdays and Sundays 2pm Meet our very own T -Rex, Sue in our Dino Island exhibit. She'll be accompanied by our resident time travelers and paleontologists. For more information, please call or visit. Miami Children's Museum is located at 980 MacArthur Causeway, Miami FL 33132 2 p.m. Aug. 1 Miami Children's Museum, Watson Island, Watson. General Admission: $16, State of FL Residents: $12 Children 1 year and under: Complimentary MCM Mem- bers: Complimentary. (305)313 -KIDS -TURN TO CALENDAR, 30SE Last user: eci I ocf n6n.,..� nF• iR•At;•9R Ldv �>; IVIIAIVII DAILY BUSINESS REVIEW Published Daily except Saturday, Sunday and Legal Holidays Miami, Miami -Dade County, Florida STATE OF FLORIDA COUNTY OF MIAMI -DADE: Before the undersigned authority personally appeared MARIA MESA, who on oath says that he or she is the LEGAL CLERK, Legal Notices of the Miami Daily Business Review f /k/a Miami Review, a daily (except Saturday, Sunday and Legaf Holidays) newspaper, published at Miami in Miami -Dade County, Florida; that the attached copy of advertisement, being a Legal Advertisement of Notice in the matter of CITY OF SOUTH MIAMI PUBLIC HEARING - AUGUST 6, 2013 in the XXXX Court, was published in said newspaper in the issues of 07/26/2013 Affiant further says that the said Miami Daily Business Review is a newspaper published at Miami in said Miami -Dade County, Florida and that the said newspaper has heretofore been continuously published in said Miami -Dade County, Florida, each day (except Saturday, Sunday and Legal Holidays) and has been entered as second class mail matter at the post office in Miami in said Miami -Dade County, Florida, for a period of one year next preceding the first publication of the attached copy of advertisement; and affiant further says that he or she has neither paid nor promised any person, firm or corporation any discount, rebat sslon or refund for the purpose of securin h' dvertisemen for publication in the said nQw paper. Sweq fid ss bscribed before me this 26 day of JU A.D. 2013 (SEAL) MARIA MESA personally known to me MERCEDES ZALDIVAR L I"y COt ;t,1:SS:0N aFF029736 lE Of it�a' _ EXP:'R .: ill ne 20. 21317