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Res No 010-15-14349RESOLUTIONNO.010-15-14349 A Resolution authorizing the City Manager to negotiate and to enter intoa contract with R.E.Chisholm Architects Inc.to complete architectural and engineering drawings for Palmer Park's concession stand. WHEREAS,City staff fromtheParksand Recreation Department conducted an assessment atPalmerParkandfoundthattheconcessionstandrequiresmajorupgradesandimprovements;and WHEREAS,theCitydesirestohireaconsultanttocompleteprofessionalarchitecturaland engineeringlayoutdrawingstoperformarchitectureservicesfortheCity;and WHEREAS,inaccordancewithandpursuanttoFloridaStatute287.055forCCNA,theCity ManagerhasnegotiatedanagreementwithR.E.ChisholmArchitectsInc.whowasone of five(5) consultantspreviouslyselectedtoperformprofessionalservicesfortheCityandwhowasnextinthe rotationforselection.The negotiated agreement isforasum of $16,877.50 NOW,THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI,FLORIDA THAT: Section 1.TheCity Manager is authorized tonegotiateandto enter intoa contract withR.E. Chisholm Architects Inc.,foranamountnottoexceed$16,877.50tocompletearchitecturaland engineeringdrawingfor Palmer Park's concessionstand.Fundingforthisprojectwillcomefrom Parksand Recreation Capital Improvement account 301-20000-572-6450,which hasa current balance of $487,589.85beforethisrequestwasmade. Section2.Severability.If anysectionclause,sentence,orphrase of thisresolutionisfor anyreasonheldinvalidorunconstitutionalbyacourt of competentjurisdiction,theholdingshallnot affectthevalidity of the remaining portions of thisresolution. Section 3.Effective Date.Thisresolutionshallbecomeeffectiveimmediatelyupon adoptionbyvote of theCityCommission. PASSEDAND ENACTED this JZOtfcay of January 2015. :ST:APPROVED: READ AND/APPROVED ASTO FORM: LANG^IAffi,LggALITY/ EXea/TlfoN THEREOF/ MftlMA /MAYOR COMMISSION VOTE:5-0 MayorStoddard:Yea Vice Mayor Harris:yea Commissioner Edmond:Yea Commissioner Liebman:Yea Commissioner Welsh:Yea South'Miami THE CITY OF PLEASANT LIVING CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM To: From: Via: Date: Subject: Background: Amount: Account: Attachments: The Honorable Mayor &Members of the City Commission Steven Alexander,City Manager Quentin Pough,Director of Parks&Recreation January20,2015 Agenda Item NoJ A Resolution authorizing the City Manager to negotiate andto enter into a contract with R.E.Chisholm Architects Inc.to complete architectural and engineering drawings for Palmer Park's concession stand. Parks and Recreation staff conducted an assessment at Palmer Park and discoveredthattheconcessionstandrequiresmajorupgradesand improvements.Ourgoalincompletingthisprojectistoprovide professional architecturalandengineeringlayoutdrawingsforgeneralcontractor bidding. In accordancewithandpursuantto Florida Statute287.055for CCNA,the City Manager has negotiated an agreement with R.E.Chisholm Architects Inc.who wasoneoffive (5)consultants previously selectedtoperform professional services for the Cityand who was next in the rotation for selection. R.E.ChisholmArchitects Inc.has submitted aproposalintheamountof $16,877.50 to provide as-built drawings,architectural /engineering building permitdrawings,outlinespecificationsthatidentifytheproductsandmaterials being used,construction administration,anticipated project budgetary construction costs,shopdrawingreviewand photographs. Amount not to exceed $16,877.50 Capital Improvementaccountnumber301-2000-572-6450,whichhasabalance of$501,306.85beforethisrequestwasmade. Resolution Resolution #120-13-13938 Proposal byR.E.Chisholm Architects Inc. ProfessionalService Agreement Account Budget Print Out 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 Consultants Competitive Negottetlbn Act"CCNA",for the following professional services:Architecture, Landscape Architecture,Civil/Environmental Engineering,Traffic and Transportation Engineering. WHEREAS,theMayorandCityCommission desires to enter intoservice agreements forprofessional servicesforthe following categories:Architecture,Landscape Architecture,Civil/Environmental Engineering,Traffic and Transportation Engineering;and WHEREAS,on April 26,2013a request for qualification RFQ#PW-S2013-04was released bytheCityfor these services;and WHEREAS,theCity received solicitationfromthirty-three(33)firms;and WHEREAS,pursuant toFloridaStatute287.055for CCNA,theCityreviewcommitteeconducted thoroughreviewsofthefirm's qualifications,anduponevaluationthefirmswereranked;and WHEREAS,the City selecteda five (5)qualified firms foreachcategoryto provide the professional services to the City as follows;and Civil 1.EAC CONSULTING,INC 2.CIVIL WORKS INC 3.ADA ENGINEERING,INC 4.SRS ENGINEERING,INC 5.RJ BEHAR &COMPANY INC ENGINEERS,PLANNERS Traffic &Transportation 1.TY LIN INTERNATIONAL/HJ ROSS 2.THE CORRADINO GROUP 3.MARLIN ENGINEERING 4.CH PEREZ CONSULTING ENGINEERS,INC. 5.URS Architecture 1 MCHARRY ASSOCIATES 2 BERMELLO AJAMIL &PARTNERS 3 SOL-ARCH,INC 4R.E.CHISHOLMARCHITECTS,INC 5 INDIGO SERVICE CORPORATION Environmental 1.R.J BEHAR &COMPANY INC ENGINEERS,PLANNERS 2.MILIAN SWAIN AND ASSOCIATES 3.STANLEY CONSULTANTS,INC 4.BALJETENVIRONMENTAL,INC. 5.LANGAN ENGINEERING Structural 1.SRS ENGINEERING,INC 2.G BATISTA &ASSOCIATES 3.STANLEY CONSULTANTS,INC Landscape 1.OlEARY RICHARDS DESIGN & ASSOCIATES 2.BERMELLO AJAMIL &PARTNERS 3.ROSENBERG GARDNER DESIGN 4.CURTIS +ROGERS DESIGN STUDIO,INC 5.KIMLEY HORN &ASSOCIATES WHEREAS,the Mayor and City Commission desires to authorize the City Manager to negotiate hourly ratesandexecuteaservice agreement with thehighestranked firm. NOW,THEREFORE,BEIT 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 bythe City Manager. Section 3:If any ss&tion 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 takeeffect immediately upon adoption. PASSED AND ADOPTED this 4th day of June ,2013. READ AND y^PROVED,AS*?0"BORM LANqy^gflEGALIT/>4lQ^XECUTI0N THE COMMISSION VOTE: Mayor Stoddard: Vice Mayor Liebman Commissioner Newman: Commissioner Harris: Commissioner Welsh: 5-0 Yea Yea Yea Yea Yea CHISHOLM Date:October 15th,2014 November 26th,2014 (Revised) December 9th,2014 (Revised) December 15,2014 (Revised) To:Mr.Quetin Pough ViaE-mail: Mr.Ricardo Ayala qpough@southmiamifl.gov Cityof South Miami rayala@southmiamifl.gov PROPOSAL:Palmer Park Concession Retrofit City of South Miami Dear:Mr.Pough and Mr.Ayala: As per your request,we are pleased and grateful for the opportunity to provide the following professional services proposal for your review and consideration. FIRM BACKGROUND RECHISHOLM Architects,Inc.(REC),was originally established in 1982 as a sole proprietorship and later formally incorporated in 1989.During the past 32 years,the Firm has maintained an excellent standing in the South Florida community and throughout the State of Florida. The Firm trademark is the provision of service excellence to our clients and our ability and flexibilityto integrate today's complex environment into functional designs that meet or exceed our clients' expectations.We are focused ona comprehensive approach to design solutions that integrate design and constructability,while working closely with governmental jurisdictions to ensure a smooth and quick process forallof our projects. The following proposal is subject to the existing executed Cityof South Miami Master Agreement withRE Chisholm Architects Inc. This proposal governs as to specific services requested byCityof South Miamionthis specific project/Palmer Park Concession Retrofit. A.SCOPE OF WORK /Palmer Park Concession Retrofit 1.Remove existing then install new ice machine 2.Replace existing and install new exhaust fan 3.Remove then installnewwall shelving andfloor cabinets inkitchenand storage area 4.Electrical repairs (New elec.panel if required) 5.Plumbing repairs 6.Installnew non-slippery tile(DuraBond) 7.Remove existing then install new tank-less water heater Page 1of7 R.E.Chisholm Architects,Inc.•4921Southwest74th Court,Miami,Florida 33155 •Architecture Planning Interiors 305.661.2070F.305.661.6090 •bob@chisholmarchitects.com •AR0007442 ID0003684 8.Remove existing and install new refrigerator 9.Remove existing and install new deep freezer 10.Install new exhaust vents 11.Install new entrance /exit door and hardware 12.Patch interior walls and holes and provide new interior painting 13.Install new accordion shutters between kitchen and storage area 14.Install new commercial microwave 15.Install new popcorn machine 16.Install new cotton candy machine 17.Remove existing sink install new deep sink 18.Install new employee hand sink 19.Sand down and re-painted existing overhead rolling shutters 20.Include MEP engineering drawings;MEP eng. 21.Photographs of existing conditions 22.Outline specifications 23.Anticipated project Budgetary construction cost 24.Install new heating lamps/warmers B.SCOPE OF SERVICES (Refer to Section D-1) (Architectural and Engineering drawings for general contractor bidding and building permit for the interior renovation of the existing concession buildingfor the portionof the concession area only) 1.Preparation of architectural layout drawings showing existing site and proposed changes. 2.MEP engineering drawings. 3.Photographs showing allof the area being affected as part of construction. 4.Outline specifications that identify the products and materials being used. 5.Anticipated project Budgetary Construction Cost. B-1.Architecture (Included and as noted) B-2.MEP Engineering (included) B-3.Structural Engineering (not included) B-4.Civil Engineering (not included) B-5.Landscape Architecture (not included) B-6.Space Planning and Interior Design (not included) B-7.Budgetary Estimate of Probable Construction Cost (BEPCC)(included) No project Total Construction Budget established by owner. B-8.Bid review and bid award (one event included) CHISHOLM Page 2 of 7 R.E.ChisholmArchitects,Inc.•4921 Southwest 74th Court,Miami,Florida 33155 •Architecture Planning Interiors 305.661.2070 F.305.661.6090 •bob@chisholmarchitects.com •AR0007442 ID0003684 CHISHOLM B-9.Construction Administration,RFI's and shop drawings review (included) C.DELIVERABLES A/E Construction documents forbuilding permit (included) C-1.Timetable 1.Owner requires all a/e documents completed no later than February 1st,2015. P.PHASES /COMPENSATION /SERVICES. Architectural/CD's/performance outline specification for construction MEP Engineer Construction estimate Research and selecting ofkitchen+cooking equipment-Outline Specification D-1.Architecture and Engineering a)Existing fieldAsBuilt drawings. b)Photography of Construction Area. c)Architectural /Engineering Building Permit Drawings d)Outline specifications for construction products. e)Budget Estimate of Probable Construction Cost f)Bidding/Bid doc prep/Bid review/Bid award (one event included) P1HRX$150 =$150 PM5HRX$105 =$525 CADD 16HR X$65 =$1.040 Sub-Total $1,715 PM3HRX$105=$315 SD/CADD2HRX$65=$130 Sub-Total $445 P 6X$150=$900 PM20X$105=$2,100 SD/CADD 27 X$65 =$1.755 Sub-Total $4,755 P3X$150=$450 PM13X$105=$1,365 SD/CADD 20 X$65 =$1.300 Sub-Total $3,115 Sub-Total $10,030 (included) P 3HRX$150 =$450 PM8.5HRX$105 =$892.5 ADM 8HR X$45 =$360 Sub-Total $1,702.5 (included) Page 3of7 R.E.Chisholm Architects,Inc.•4921Southwest74thCourt,Miami,Florida 33155 305.661.2070 F.305.661.6090 •bob@chisholmarchitects.com Architecture Planning Interiors AR0007442 ID0003684 g)Construction Administration (3mos Total) Project Manager RFI response Shop Dwg review (6)Site visits/Report h)Additional Services (requested by client) Research and selection of proposed kitchen fixtures and cooking equipment. (Research +Meetings +Specifications) E.ADDITIONAL SERVICES (if requested by owner) NOT included in this Proposal: CHISHOLM PM2HRX$105 =$210 SD/CADD 8HR X$65 =$520 SD/CADD 8HR X$65 =$520 2.5HR X6X $105 =$1.575 Sub-Total $2,825 P 4HRX$150=$600 PM 8HRX$105=$840 SD/CADD 8HRX$65=$520 ADM 8HRX$45=$360 Sub-Total $2,320 Total $16,877.5 Bidding Threshold Inspections Special Illumination design Permit submittal Zoning variances LEED Value Engineering (included through 50%ofDD Phase only). Project specific professional liability Insurance.Our standard umbrella coverage shall be maintained inforce for the duration of the project. Permit or test fees of any type. Interior design or space planning orFFE selection.(FFE/Refer to Section D-1) 3D Renderings Asbestos,lead or mold and mildew abatement. Meetingwithowner,owner consultants,general contractor beyond those included as partof basic services. Anyworkor documents outside those specifically mentioned or stated inthisREC proposal. Construction Administration (included) Any public or private presentations Fire-sprinkler design Grease trap F.PRE-REQUISITES 1.Written acceptance byofthisproposal providing REChisholmArchitectsauthorizationto proceed. G.EXCLUSIONS A.Thisproposalisspecifically limited totheserviceslistedin Scope ofWorkand Scope ofServices section above.Additional services are notincluded except where listedwithin the context ofthis Page 4of7 R.E.Chisholm Architects,Inc.•4921 Southwest 74th Court,Miami,Florida 33155 305.661.2070 F.305.661.6090 •bob@chisholmarchitects.com Architecture Planning Interiors AR0007442 ID0003684 CHISHOLM proposal and if requestedbyowner will be charged onan hourly rate of: Principal $150 perhour. ProjectManager $105 perhour. SeniorArchitect/Engineer $105 per hour. Architect/Engineer $85perhour. Construction Manager $85perhour. ConstructionInspection $105perhour. Senior draftsman/Technical/CADD $65 per hour. Draftsman $55 per hour. Data Processing/Clerical $45perhour. B.RE ChisholmArchitects Inc.will notbeheldliablefor any of the work,specifications or decisions made any consultants not under direct contract toREC. C.REC professional liability is limited toamountequivalenttoscopeof work relevanttoservices provided by ale. H.CONDITIONS H-1.VALIDITY OF PROPOSAL Thisproposalshallbevalidforatimeperiodofthirty(30)calendar daysfromthe date postedabove. Afterthistime,same becomes null and void,and we reserve the rightto re-evaluate and adjust same duetovaryingmarketconditions.One(1)yearafter contract execution,hourly rates maybe subject to change. H-2.PAYMENT DUE Invoices for services rendered are due immediately upon receipt by named client.Failure to present payment of services rendered,invoicedand posted hereinshallbe just cause for suspension of services as noted herein.Collection services begin upon thirty(30)days frominvoice date. H-3.COLLECTION COSTS If the Clientfailsto make payments when due and the Consultant incurs any costs in order to collect overdue sums from the Client,the Client agrees that all such collection costs incurred shall immediately become due and payable to the Consultant.Collection costs shall include,without limitation,legal fees,collection agency fees and expenses,court costs,collection bonds and reasonable Consultant staff costs at standard billing rates for the Consultant's time spent in efforts to collect.This obligation of the Client to pay the Consultant's collection costs shall survive the term of this Agreement or any earlier termination by either party. H-4.SUSPENSION OF SERVICES If the Client failsto make payments when due or otherwise isin breach of this Agreement,the Consultant will suspend performance of services upon five(5)calendar days written notice to the Client.The Consultant shall have noliability whatsoever to the Client for any costs or damages as a result of such suspension caused by any breach ofthis Agreement by the Client.Upon payment in Page 5of7 R.E.Chisholm Architects,Inc.•4921 Southwest 74th Court,Miami,Florida 33155 •Architecture Planning Interiors 305.661.2070 F.305.661.6090 •bob@chisholmarchitects.com •AR0007442 ID0003684 CHISHOLM fullby the Client,the Consultant shall resume services under this Agreement,and the time schedule and compensation shall be equitably adjusted to compensate for the period of suspension plus any other reasonable time and expense necessary for the Consultant to resume performance. H-5.TERMINATION OF SERVICES If the Client failsto make payment to the Consultant in accordance with the payment terms herein,this shall constitute a material breach ofthis Agreement and shall be cause for termination of this Agreement by the Consultant.Either party may terminate this Agreement without cause upon giving the other party not less than seven (7)calendar days'written notice.In the event of termination ofthis Agreement by either party,the Client shall within seven (7)calendar days of termination pay the Consultant forall services rendered by the Consultant upto the date of termination,in accordance with the payment provisions of this Agreement. H-6.SET-OFFS,BACKCHARGES,DISCOUNTS Payment ofinvoicesshallnotbe subject toany discounts or set-offs bytheClient,unless agreed toin writingbythe Consultant.Payment tothe Consultant for servicesrendered shallbe due and payable regardless of any subsequent suspension or termination ofthis Agreement by either party. ENTIRE AGREEMENT This agreement,comprising pages one(1)through seven (7)istheentireAgreementbetweenR.E. CHISHOLM Architects,Inc.,and Cityof South MiamiIt supersedes allprior communications, understandings and agreements,whetheroralor written.Amendments tothis Agreement mustbein writing and signed by authorized representatives ofboth parties listed above. PROPOSAL ACCEPTANCE Shouldthisproposalbefound acceptable,pleasereturnanexecutedcopytoourattention.Receiptof same will constitute our Notice to Proceed with the above noted work. ARCHITECT: R.E.Chisholm Architects,Inc. Date: Name ?rt E.Chisholm FAIA,NCARB nan CLIENT: City of South Miami R.E.Chisholm Architects,Inc.• 305.661.2070 F.305.661.6090 Page 6 of 7 4921 Southwest 74th Court,Miami,Florida 33155 •bob@chisholmarchitects.com Architecture Planning Interiors AR0007442 ID0003684 PROFESSIONAL SERVICE AGREEMENT General Services THIS AGREEMENT made and entered into this &day of 3&gmW.20 N by and between the CITY OF SOUTH MIAMI,apolitical subdivision of the State of Florida and £e~(k,\<,Vo\wK A^U^ewH ex-vxc^authorized todobusinessintheStateof Florida, hereinafter referred to as the "CONSULTANT*. In consideration of the premises and the mutual covenants contained in this AGREEMENT,the CITY OFSOUTH MIAMI,throughitsCityManager,agrees toaddthe CONSULTANT to the City'srosterofprofessionalserviceprovidersforaperiodendingonAuguM-fo^flUft and the CONSULTANT agrees to be ayailable,continuingbasis,toperformprofessional services in connection withproject(s)wherethebasic estimated constructioncostsofeach individual projectdoesnot exceed $2,000,000.00 or where the individual study does not exceed $200,000.00,hereinaftercalledthe "SERVICES". 1.0 General Provisions 1.1 The CONSULTANTmaybeawardedworkandissuedaNoticetoProceedtoprovide professional services for a project,for a portion ofa project,or for discrete tasksonaproject Additional Professional Services,forthepurposeof reviewing work performed byother professional consultants or forothermiscellaneousengineeringservicesthatmaybe required. 1.2ANoticetoProceed will beissuedonanasneededbasisatthesole discretion ofthe City Manager,orhis designee,hereinafter referredtoas UCITY*\TheCityof South Miami reserves,at all times,the right to perform anyand all engineering workin-houseorwithotherengineers.This AGREEMENT does not confer ontheCONSULTANTany exclusive rightstoperformworkon behalfoftheCityofSouth Miami,nordoesit obligate theCityofSouth Miami inanymannerto guaranteeworkforthe CONSULTANT.The CONSULTANT maysubmitproposals for any professional services forwhichproposalsmaybe publicly solicitedbytheCityofSouth Miami outside of this AGREEMENT. 1.3 TheCITY will conferwiththe CONSULTANT beforeanyNoticetoProceedisissuedto discuss thescopeofthe work;thetimeneededtocompletetheWORKandthefee for theservicestobe rendered in connection with the WORK. .1.4 The CONSULTANT will submita proposal upon the CITY'S request prior tothe issuance ofa NoticetoProceed.Nopayment will bemade for theCONSULTANTStimeandservicesinconnection withthepreparationof any proposal. 1.5 The CITY agreesthatit will furnish tothe CONSULTANT plans andother data available inthe CITY files pertaining tothe WORK tobe performed under this AGREEMENT promptly after each Notice to Proceed. Professional Service AGREEMENT Tpepe©09-06-13 Page 1 of 32 1.6 The CONSULTANT agrees to produce and distribute minutes,promptly after each meeting at which the CONSULTANTS presenceis required. 1.7 The CITY may designate a representative who,on behalf ofthe City Manager shall examine the documents submitted bythe CONSULTANT and shall render decisions promptly,to avoid unreasonable delay in the progress of the CONSULTANTS services.The CONSULTANT shall keepthe CITY'S representativeadvisedontheprojectstatusatalltimes. 1.8 The CITY agreestoissueall directives and approval in writing. 2.0 Professional Services 2.1 General Services The professional servicestobe provided bythe consultant maybeoneormoreofthe following,and include but not limited to: A.Roadway Engineering to include streets,sidewalk,curb,gutter,drainage,associated trafficcontrol devices,stripping,lighting/irrigation,speed reduction devices and residential landscaping. B.Drainage Design includesthe necessary analysisneededtoimplementproposed drainage improvements,preparationofpavinganddrainageplanformunicipal building and facilities. C.Civil Engineering,toinclude Distribution Systems Improvement/Analysis and design and Sanitary Sewer System Evaluation and design. D.Environmental Engineering,including,siteinvestigationanddesign needed to prepare remediation plans to mitigate underground storage tanks,hazardous waste materials and asbestos materials. E.Traffic Engineering Services will includedailyvolumecounts,data analysis, preparation of conceptual improvements plan,present reports and recommendations to stakeholders and preparation offinaltraffic 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 includingproviding 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;provideplans developed on AutoCAD latest versionandcopiesof reproducible hard copy and diskette of plans inthe requested format. H.Registered Surveying and Mapping Other incidental services associated to the above items. Page 2of 32 Professional Service AGREEMENT Tpepe©09-06-13 2.2 Design &Construction -Basic Services The Basic Services,for design and construction,consist ofsix(6)phases described in Paragraph 2.2.1 through 2.2.6.The scope outlined below isapplicableinits 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 portionorallof the six Phases outlined below applicable toits profession.The CONSULTANT agrees to co-ordinate itseffortwiththatofany other providersof professional services to assure acoordinatedand complete WORK.In a multi-professionally consulted project,the lead CONSULTANT,as designated by the CITY,shall prepare the finalbid package including bid documents and specifications,which shall be prepared by,and be the responsibility of the respective disciplines. 2.2.1 Phase l-Preliminarv and Schematic Design: A.The CONSULTANT shallconferwith representatives of the CITY andthe end user to determine the full scope of the Project that will meet the program requirements,andshall 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 andadequatedesign control toassurethe CITYthat the program requirements will be met C.The CONSULTANT shall prepare a Design Concept and Schematic Report,comprising of theProjectTimetable (Master Schedule),Planning Summary (unless advised otherwise), Schematic Design Studies (unlessadvisedotherwise)asdefinedbelow,andthe Statement of Probable Construction Cost. D.TheProposed Project Timetable shall consistofaschedule showing theproposed completiondateoneachPhaseoftheProjectthroughdesign,bidding,construction, and proposed date of completion. E.The Planning Summary(unlessadvisedotherwise)shallconsistofa vicinity plan and blowup of the Site (if applicable)showing Project orientation,anda brief summary of ail pertinent planning criteria used for the Project. F.TheSchematicDesignStudies(unlessadvised otherwise)shallconsistof ail plans, elevations,sections,etc.as required toshow tfie scaleand relationship oftheparts andthe design concept ofthewhole.Asimpleperspectivesketch,rendering,model orphotograph thereof maybeprovidedtofurthershowthedesign concept. G.The CONSULTANT shall present the Schematic design studiestothe appropriate commission,committee,agencyorboard(hereinaftercollectivelyreferredtoas "Boards")fortheirapprovalwhentheprojectrequiressuchapproval.TheConsultant shall make copies necessary for presentation to the Boardatno 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©09-06-13 I.The Statement ofProbableConstructionCostshallinclude estimated cost ofthe Project including fixedequipment,professional fees,contingencies(ifany), escalation factors adjusted tothe estimated bid date,movable estimate (if any), and utility service extensions (if applicable).TheCONSULTANT'Sopinions of probable Total Project Costs and Construction Cost areto be made on the basis of the CONSULTANTS experience andqualificationsand represent CONSULTANTS best judgmentasan experienced andqualifiedprofessional,• familiar with the localconstructionindustryandprices. J.The CONSULTANT shall submit and present two (2)copies of all documents required underthisPhase,without additional charge,forapprovalbythe CITY anditshallnot 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 DevelopmentDocuments,comprising the drawings,outlinespecificationsandother documentstofixanddescribethesizeandcharacteroftheentireProjectastoconstruction and finish materials andotheritems incidental theretoasmaybe appropriate andapplicable. B.TheDesignDevelopment Documents shall comprisethe Proposed Project Timetable (updated),Outline Specifications,Updated Statement ofProbable Construction Cost, andDesign Development Drawings,etc.,asrequiredtoclearly delineate the Project.If the Updated Statement ofProbable Construction Cost exceeds the allocated funds, feasible cost or scope reductionoptionsshallbeincluded. C.The CONSULTANT shallsubmitandpresenttwo (2)setsof all documents required under this Phase,without additional charge,for approval by the CITY and not proceed with the next Phase until directed bytheCITYinwriting. D.The CONSULTANT shall atall times monitor the Probable Construction Costs to make certain they remainwithinthetotal allocated budget.ANoticeto 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 ill -Final Design /Construction Documents Development: A.From theapprovedDesignDevelopmentDocuments,the CONSULTANT shallprepare Final Construction Documents setting forthindetail the requirements for the construction of the ProjectincludingtheProposal(Bid)Formand other necessary information for bidders,Conditions of the Contract,and Complete Drawingsand Specifications.The CONSULTANT shall use Construction Specifications Institute (CSI) Standards and the Cityof South Miami Standard formsfor 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.TheConstruction Documents shallbepreparedina manner that will assure clarityofline work,notes,and dimensions when the documents are reduced to 50%of their size.AH drawings shall be on24"x 36"paper ("D"size),on the CITY'S standard sheet format,unless Professional Service AGREEMENT Tpepe©09-06-13 Page 4 of 32 approved otherwise. C.All construction documents shall be submitted in both "hard copy0 and electronic media ina mutually agreed upon electronic format,but generally as follows: 1.Non-drawing submittals inMicrosoft 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 toat 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 bytimefactor,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 requiredbytheCITY before proceeding further.A set of the revised documents shallbereturnedtotheCITYafter incorporating all ofthe changes, if any. F.ANoticeto Proceed forthecompletionof Phase III willnotbe issued ifthe latest Statement of Probable Construction Cost exceeds thetotalallocatedfunds,unless the CITY increases thetotalallocatedfundsorthe CONSULTANT andtheCITYagreesonmethodsofcost reductionssufficienttoenable construction within theprojectbudget. G.Upon100%completionoftheConstructionDocuments,theCONSULTANTshallsubmittothe CITY a final,updated Statement of Probable Construction Cost along with two (2)copies eachofthe final draft of all drawings,specifications,reports,programs,etc.,without additional charge,fora final reviewand comments orapprovals. H.The CONSULTANT shall make all the necessary presentations tothe appropriate CITY Boards which would be normally required ofany construction project (suchas Environmental Review Board,Historical Preservation Board etc.)for the final approval. I.The CONSULTANT atno extra costtothe CITY shall make all required changes or additions andresolve all questions resulting from Board review (see paragraph H)ifthe changes or additions donot alter the scope ofthe project as determined under paragraph 2.2.1A.The 100%complete final ConstructionDocumentsshallbereturnedtothe CITY for final approval.Upon final approvalbytheCITY,theCONSULTANTshallfurnishtotheCITY drawings and specifications,without additional charge tothe 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 orFederal)as necessary,toascertainthatthe Construction Documentsmeetthenecessary 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 costto CITY,in order to acquire the necessary permits. Professional Service AGREEMENT Tpepe©09-06-13 Page 5of 32 2.2.4 Phase IV -Bidding and Negotiation Phase: A.Upon obtaining all necessary approvals ofthe Construction Documents,and approval bythe CITY ofthelatestStatementof Probable Construction Cost,the CONSULTANT shall furnish the drawings and specifications as-indicated above for bidding,andassist the CITY in obtaining bidsas well as awarding and preparing construction contracts.The CONSULTANT shall attend all pre-bid conferences.The CONSULTANT shall bepresent during thebidopeningandas part ofitsassistancetotheCITY will tally,evaluateand issuea recommendation totheCITYafter verifying bond,insurancedocuments, questionnaireandreferencesubmittedbythe constructor. B.The CONSULTANT shallissueAddendatotheConstructionDocumentsthrough theCITYasappropriateto clarify,correctorchange Bid Documents. C.If Pre-Qualification ofbiddersis required as set forth inthe Request for Qualification, the CONSULTANT shallassistCityin developing qualification criteria,review qualifications of prospectivebidders,andrecommendacceptanceor rejection oftheprospectivebidders. D.If the jowest responsible Base Bid received exceeds the Total Allocate^Funds the CITY may: 1.ApprovetheincreaseinProjectCostandawardaconstructioncontractor, 2.reject all bidsand rebid the Project within a reasonable time with nochangeinthe Project,or 3.Direct the CONSULTANT torevisethe Project scopeor quality,or both,as approved by the CITY andrebid the Project,or 4.Suspend orabandonthe Project,or 5.Exercise alloptionsundertheCityCharterand 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 Docurhents as necessary tobring the Probable Construction Cost within the Total Allocated Funds when the lowest responsible bidis 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 totheCONSULTANT,the Bidding Phase will terminate and the services of the CONSULTANT will be considered complete upon signing of an AGREEMENT witha Contractor.Rejection ofbidsby the CITY does not constitute cancellation of the project. 2.2.5 Phase V -General Administration of the Construction Contract: A.The Construction Phase willbeginwith the City Commission approvaloftheawardof the Construction Contract and will end when the Contractor's final Payment Certificate is approved and paid by the CITY. B.The CONSULTANT,astherepresentativeoftheCITYduringtheConstructionPhase, shall advise and consult with the CITYandshall have authoritytoacton behalf of the CITY to the extent providedin the GeneralConditionsandas modified inthe Supplementary Page 6 of 32 Professional Service AGREEMENT Tpepe©09-06-13 Conditions of the Construction Contract. C.The CONSULTANT shall attend pre-construction meetings. D.The CONSULTANT shallatall times have access to the project wherever itisin preparation or progress. E.The CONSULTANT shallvisit the site at least weekly and atall 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 toprovide continuous daily on-site observations to check the qualityorquantityof the WORK as set forthinthis 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 CITYasto the progress ofand any observed defects and deficiencies in the WORK immediately inwriting. F.The CONSULTANT shallfurnishtheCITYwithawrittenreportofall observations of the WORK made byhimduring each visitto the WORK.Heshallalso note the general status andprogressoftheWORK,andshallsubmit same inatimely manner.The CONSULTANT shallascertainatleastmonthlythat the Contractoris makingtimely,accurate,andcompletenotationsonrecorddrawings. G.Based on observations atthesiteandontheContractor's Payment Certificate, the CONSULTANT shall determine the amount due the Contractor on account and he shall recommend approvalof the Certificatein such amounts.The recommendation of approvalofa Payment Certificateshall constitute a representation by the CONSULTANT to the CITY that,the CONSULTANT certifies totheCITYthattheWORKhasprogressedtothepoint indicated,andthequalityof the WORK isinaccordancewiththeContractDocumentssubjectto: 1.An evaluation of the WORK for conformance with the Contract Documents upon substantial completion. 2.The resultsofany subsequent tests required bytheContractDocuments. 3.Minor deviations from the Contract Documents correctable prior to completion and acceptance of the project. H.The CONSULTANT shall havean affirmative dutytorecommend rejection of WORK,which does notconformtotheContract Documents.Whenever,inits reasonable opinion,theCONSULTANTconsidersit necessary oradvisableto insure compliance with the Contract Documents,it will have authority (with the City's prior approval)torecommend special inspectionsortestingofanyWORKdeemed notto be in accordance with the Contract Documents whether ornot such WORK hasbeen fabricated and delivered tothe Project,or installed and completed. I.The CONSULTANT shall promptly review and approve shop drawings,samples, andothersubmissionsofthe Contractor for conformance with thedesignconceptof the Project and for compliance with the Contract Documents.Changesor substitutions to the Contract Documents shallnot be authorized without concurrence with the CITY. Professional Service AGREEMENT Tpepe©09-06-13 Page 7 of 32 J.The CONSULTANT shall review and recommend action on proposed Change Orders initiated byothers,and initiate proposed changeordersas required byitsown observations or the requirement of the CITY. K.The CONSULTANT shall examine the WORK upon receipt ofthe Contractors CertificateofSubstantialCompletionoftheProject.APunchListofany defects and discrepancies intheWORKrequiredto be correctedbytheContractor shall be prepared by the CONSULTANT in conjunction with representatives of the CITY and satisfactory performance obtained before the CONSULTANT recommends execution of Certificate ofFinal Acceptance and final payment to the Contractor. Heshallobtain from the Contractorallwarranties,guarantees,operating and maintenance manuals for equipment,releases oflien and such other documents and certificates as may be requiredby 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 relativeto,1)initial instruction of CITY personnel in the operationand maintenance ofany equipment or system,2)initial start-upand testing, adjusting and balancing of equipment and systems,and,3)final clean-up of the project. M.The CONSULTANT shall provide the contractor withthree sets of drawings labeled "Construction Plans"forpermitfromPublic Works. 2.2.6 Phase VI -Post Construction Administration A.The CONSULTANT shall prepare and provide the CITY witha written manual,tobeused by the CITY,outlining the implementation plan of all the required maintenance necessary to keep the proposed WORK operational ina safe and effective manner. fL The CONSULTANT shallfurnishtothe CITY,reproduciblerecord(as-built)drawings updated based oninformationfurnishedby the Contractor such drawings shall become the property of the CITY. C.TheCONSULTANTshallassistintheinspectionoftheWORKonemonthbeforethe 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.TheCONSULTANTshall furnish theCitywitha 3-ring binderlabeled"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 Professional Service AGREEMENT Tpepe©09-06-13 Page 8of 32 •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 inthis AGREEMENT,butwhichareadditional services which may be authorized within the Scope of Work given the CONSULTANT. A.Specialanalysisofthe CITYS needs,andspecial programming requirements for a project. B.Financial feasibility,lifecyclecostingorotherspecialstudies. C.Planning surveys,site evaluations,or comparative studiesof prospective sites. D.Designservices relative to future facilities,systems andequipment,whicharenotintended to be constructed as part of a specific Project. E.Servicesto investigate existing conditions (excluding utilities)or facilities ortomake measured drawingsthereof,ortoverifytheaccuracyofdrawingsorotherinformation furnished by the CITY. F.Professional detailed Estimates of Construction Cost consisting of quantity surveys itemizingallmaterial,equipmentandlaborrequiredforaProject. G.Consultation concerning replacement of any WORK damaged by fire or other cause during construction,and furnishing professional servicesofthetype set forth inBasicServicesas maybe required relative to replacement of such WORK,providing thecauseis found bythe CITYtobe other thanbyfaultoftheCONSULTANT. H.Professional services made necessary bythe default ofthe Contractor orby major defects intheWORKunderthe Construction Contract,providing thecauseis found bythe CITY to be other than byfault of the CONSULTANT. I.Making major revisions changing theScopeofa project,to drawings and specifications whensuch revisions are inconsistent with written approvals or instruction previously given bytheCITYandaredueto causes beyondthe control ofthe CONSULTANT. (Major revisions are defined as those changing theScope and arrangement of spaces and/or scheme orany portion). J.Theservicesofoneormore full-time Project Representatives. K.Preparing to serve or serving as an expert witness in connection with any arbitration proceedingorlegalproceedinginconnectionwitha Project. L.Professional services required after approval bythe CITY or the Contractor's Requisition for Final Payment,except asotherwiserequiredunderBasic Services. M.Preparing supporting data,drawings,and specifications as may be required for Change Page 9 of 32 Professional Service AGREEMENT Tpepe©09-06-13 Orders affecting the scope ofa Project provided the Changes are due to causes found by theCITYtobe beyond thecontroloftheCONSULTANT. 3.0 Time for Completion The services tobe rendered,bythe CONSULTANT for any WORK shall be commenced upon writtenNoticetoProceed from theCITY subsequent totheexecutionofthisAGREEMENTand shallbecompletedwithinthetimebasedonreasonable determination,statedinthesaidNotice to Proceed. Areasonableextensionoftime will be granted intheeventthereisadelayon the partofthe CITY in fulfilling its part ofthe AGREEMENT,change ofscopeofworkorshouldanyother events beyondthecontrolofthe CONSULTANT renderperformanceofhisdutiesimpossible. 4.0 Basis of Compensation The CONSULTANT agrees to negotiate a "not to exceed"feeorafixed sum feefor each of the WORKassignedtohimbasedontheScopeofsuchWORK.UponAGREEMENTofafee,the CITY will issuea written authorization to proceed tothe CONSULTANT.In caseofemergency, the CITY reserves the rightto.issue oral authorization to the CONSULTANT,with the understanding thatwrittenconfirmation will follow immediately thereafter aspossible.For reproduction ofplansand specifications,beyond the requirements as identified under this AGREEMENT the CITY will pay the direct costs. Thefees for Professional Services for each Project shall be determined byoneofthe following methods oracombination thereof,asmutually agreed uponbythe CITY andtheCONSULTANT. Afixedsum:Thefeeforataskorascopeofworkmaybea fixed sumas mutually agreeduponbythe CITY and the CONSULTANT: Professional Service AGREEMENT Tpepe©09-06-13 Page 10of 32 Hourly Rate Fee TheCITYagrees to pay,and the CONSULTANTagrees to accept,for the services rendered.pursuant to this AGREEMENT,feesinaccordancewiththe following: City Of South Miami/Palmer Park 11/12/14 Category PaylRate Hour X Multi.Hourly Rate Principal $55.55 X 2.7 $150 ProjectManager $38.88 X 2.7 $105 Senior Engineer $38.88 X 2.7 $105 Engineer $31.48 X 2.7 ,$85 Construction Manager $31.48 X 2.7 $85 Construction Inspection $38.88 X 2.7 $105 Senior Drafoman/Technical/CADD Operator $24.07 X 2.7 $65 Draftsmen $20.37 X 2.7 $55 DataProcessing/Clerical $16.67 X 2.7 $45 Hourly rates will include all wages,benefits,overhead and profit. Professional Service AGREEMENT Tpepe©09-06-!3 Page 11 of 32 5.0 Payment and Partial Payments The CITY will makemonthly payments or partial paymentstotheCONSULTANTforall authorized WORK performed during the previous calendar month.For designand construction projects wherefee for each phaseisnotspecified,suchpayment shall,inthe aggregate,not exceed thepercentageoftheestimated totalBasic Compensation indicatedbelowforeachphase: •15%uponcompletionandapprovalof Phase I. •35%uponcompletionandapprovalof Phase ll. •55%upon submittal and approval of50%complete drawings and outline specifications of Phase III. •75%upon100%completionandapprovalof Phases III andIV. •90%uponcompletionofthe Project and approval ofallWORKPhaseV). •100%uponfinalcompletionandapprovalofWORK elements AandB of Phase VI. The CONSULTANT shall submitan original invoice tothe City's project representative for eachpayment certifying thepercentageoftheWORKcompletedbythe CONSULTANT. TheamountoftheinvoicessubmittedshallbetheamountdueforallWORKperformedtodate,as certified by the CONSULTANT. The request for payment shallinclude the following information: •Project Name and CONSULTANTS Name. •TotalContractamount (CONSULTANTS lumpsumnegotiated),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 UponrequestbytheCITYtheCONSULTANTshall provide theCITYwithcertified payroll data for the WORK reflectingsalariesandhourlyrates. 6.0 Right of Decisions All services shall be performed bytheCONSULTANTtothesatisfactionoftheCITY'S representative,who shalldecideallquestions,difficultiesanddisputesofwhatevernaturewhichmayariseunderorbyreason ofthis AGREEMENT,theprosecutionand fulfillment oftheservices,andthe character,quality,amount andvalueandthe representative's decisionsuponallclaims,questions,and disputes shall be final, conclusive andbindingupon the parties unless suchdeterminationisclearlyarbitraryor unreasonable.In the event thatthe CONSULTANT does notconcurinthe judgment of the representative astoany decisions made byhim,heshall present hiswrittenobjectionsto the CityManagerandshallabidebythe decisionoftheCity Manager.Nothing inthissectionshallmeantodenythe right to arbitrate,byeither party,in accordance with the appropriate Arbitration Rules of the American Arbitration Association. Professional Service AGREEMENT Tpepe©09-06-13 Page 12 of 32 7.0 Ownership of Documents Allreportsand reproducible plans,andotherdatadevelopedbythe CONSULTANT forthepurposeofthis AGREEMENT shall become the propertyoftheCITYwithoutrestrictionorlimitationin connection with the owner's use and occupancy of the project.Reuse of these documents withoutwritten AGREEMENT from theCONSULTANTshall be theCITY'Ssole risk andwithout liability andlegalexposuretothe CONSULTANT. Wheneach individual section "of theWORKunderthisAGREEMENTiscompleteallofthe above applicable data shall be delivered to the CITY. 8.0 Court Appearances.Conferences and Hearings Nothing inthis contract shallobligatethe CONSULTANT to prepare for orappearin litigation onbehalfof theCITY without additional compensationexcept for anydispute arising outofthiscontractunlessthe CONSULTANTorits employee issubpoenaedtotestifyasafactwitness.The amountof such compensationforexpert preparation andtestimonyor consultation shallbe mutually agreeduponandbe subjecttoa supplemental AGREEMENT approved bythe City Commissioners andupon receipt of written authorizationfromthe CITY priortoperformanceofacourt appearance and conference. The CONSULTANT shallconferwiththeCITYatanytime during construction oftheimprovement contemplated asto interpretation of plans,correction of errors and omissions and preparation ofany necessary plan thereofto correct such errors and omissions or clarify without added compensation. 9.0 Notices Any notices,reportsor other written communications from the CONSULTANT to the CITYshall be considereddeliveredwhenreceivedbytheCITY.Anynotices,reportsorothercommunications from the CITYtothe CONSULTANT shall be considered delivered whenreceivedbythe CONSULTANT orits authorized representative. 10.0 Audit Rights The CITY reserves the right to audit the records ofthe CONSULTANT related to this AGREEMENT at any time during the execution oftheWORKand for a period ofoneyearafter final payment ismade.This provision is applicable onlyto projects thatareonatimeand cost basis. 11.0 Subletting The CONSULTANT shall notsublet,assign,or transfer anyWORKunderthis AGREEMENT without the prior written consent of the CITY. 12.0 Warranty The CONSULTANT warrants thatithasnot employed or retained any company or person,other than a bonafide employee workingsolelyfortheCONSULTANT,tosolicitor secure thiscontractandthathehas not paid oragreedtopayanycompanyor person otherthan abona fide employee working solely for the CONSULTANT any fee,commission,percentage fee,gifts orany other considerations contingent upon or resulting from the award or making ofthis contract.For breach or violation ofthis warranty,the CITY shall havethe right toannulthiscontractwithout liability. Professional Service AGREEMENT Tpepe©09-06-13 Page 13 of 32 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 withthe provisions ofthis AGREEMENT,such payment tobe determined onthebasisoftheWORK performed bytheCONSULTANTuptothetimeof termination. Upon termination,the CITY shall be entitled toa refund of any monies paid for any period of timesubsequenttodateof termination for which no work was performed. 14.0 Duration of AGREEMENT This AGREEMENT shall remain in force until the end ofthe term,which includes all authorized renewals, 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 ofone (1)year;however,in noevent shall the total term,including any additional periods and renewals,exceed five(5)years. 15.0 Renewal Option This AGREEMENT maybe renewed,atthe sole discretion ofthe CITY,for an additional period notto exceedatotalcontract period,including renewals,of five (5)years. 16.0 Default In theevent 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 foranycompletedprofessionalservices.In theevent partial paymenthasbeenmadefor such professional services not completed,the CONSULTANTshallreturn such sums to the CITY within ten (10)daysafter notice thatsaidsumsaredue.In theeventofany litigation betweenthe parties arising out ofor relating inanywaytothis AGREEMENT ora breach thereof,eachpartyshallbearitsowncosts and legal fees. 17.0 Insurance and Indemnification The CONSULTANT shallmaintainduringthetermofthisAGREEMENTthe insurance as set forthin "Attachment A,Insurance and Indemnification"to this AGREEMENT. 18.0 AGREEMENT Not Exclusive Nothinginthis AGREEMENT shallprevent the CITYfromemployingother CONSULTANTS toperform the same or similar services. 19.0 Codes.Ordinances and Laws The CONSULTANT agreestoabideandbegovernedby all duly promulgated andpublished municipal, County,state andfederal codes,ordinances,rules,regulationsandlawsin effect at the timeofdesign which have adirectbearingon the WORK involvedonthisproject.The CONSULTANT isrequiredto complete andsignallaffidavits,includingPublicEntityCrimesAffidavitform(attached)pursuanttoFS 287.133(3)(a),asrequiredby the Request for Qualifications applicabletothisAGREEMENT. Professional Service AGREEMENT Tpepe©09-06-13 Page 14 of 32 20.0 Taxes CONSULTANT shall be responsible forall payments offederal,state,and/or local taxes related to the Operations,inclusive of sales tax if applicable. 21.0 Drug Free Workplace CONSULTANTshallcomplywith the DrugFreeWorkplacepolicy set forth in attachment #twowhichis made apart 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 apartnership,joint venture,or agency relationship between the parties. 23.0 Duties and Responsibilities CONSULTANT agrees to provideits services duringthetermofthis AGREEMENT in accordance withall applicablelaws,rules,regulations,andhealthand safety standards of the federal,state,andCity,which may be applicable to the service being provided. 24.0 Licenses and Certifications CONSULTANTshall secure all necessary business andprofessionallicensesatitssole expense prior to executing the AGREEMENT. 25.0 Entirety of AGREEMENT Thiswriting embodies the entire AGREEMENT and understanding between the partieshereto, and there areno other AGREEMENTS and understandings,oralorwritten,with reference to the subjectmatter hereof thatarenotmergedhereinand superseded hereby.Noalteration,change, ormodificationofthe terms ofthisAGREEMENTshallbevalid unless made in writing andsigned by both parties hereto,and approved bythe City Commissioner if required by municipal ordinance or charter. 26.0 Jury Trial CITY and CONSULTANT knowingly,irrevocably voluntarily and intentionally waiveany right either may havetoa trial by jury inStateor Federal Court proceedings in respect toany action,proceeding,lawsuit or counterclaim arising outoftheContractDocumentsortheperformanceoftheWorkthereunder. 27.0 Validity of Executed Copies ThisAGREEMENTmaybe executed inseveral counterparts,eachofwhichmaybeconstruedasan original. 28.0 Rules of Interpretation Throughout thisAGREEMENTthemale pronoun maybesubstitutedforfemaleandneuterandthe singular words substituted for plural and plural words substituted for singular wherever applicable. Professional Service AGREEMENT Tpepe©09-06-13 Page 15of 32 29.0 Severability Ifany term or provision of this AGREEMENT orthe application thereof toany person or circumstance shall,toany extent,be invalid or unenforceable,the remainder of this AGREEMENT,orthe application of suchtermor provision topersonsorcircumstancesotherthanthosetowhichitisheld invalid or unenforceable,shall notbe affected thereby and each term and provision ofthis AGREEMENT shall be valid andenforceabletothe 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 onthe part of either party shall operate asa waiver ofany right,power* or privilege under this AGREEMENT.No waiver of this AGREEMENT,in whole or part,including the provisions ofthis paragraph,maybe implied byanyactor omission and will only be valid and enforceable if in writing and duly executed by each ofthe parties to this AGREEMENT.Any waiver ofany term, condition or provision ofthis AGREEMENT will not constitute a waiver ofanyother term,condition or provision hereof,norwill a waiver ofany breach ofany term,condition or provision constitute a waiver of any subsequent or succeeding breach. 31.0 No Discrimination No action shall betakenbythe CONSULTANT which would discriminate against any person onthebasis of race,creed,color,national origin,religion,sex,familial status,ethnicity,sexual orientation or disability. TheCONSULTANTshallcomplywiththeAmericanswith Disabilities Act 32.0 Egual Employment In accordance with Federal,Stateand Local law,the CONSULTANT shall not discriminate against any employeeor applicant foremploymentbecauseof race,color,ethnicity,religion,sex,sexual orientation, national origin or handicap.The CONSULTANT shall complywith all aspectsoftheAmericanswith DisabilitiesAct(ADA)during the performance ofthiscontract. 33.0 Governing Laws ThisAGREEMENTandtheperformanceofserviceshereunder will begovernedbythelawsoftheState of Florida,withexclusive venue forthe resolution ofanydisputebeingacourtof competent jurisdiction in Miami-Dade County,Florida. 34.0 Effective Date ThisAGREEMENTshallnot become effectiveand binding until ithasbeen executed bybothparties heretoandthe effective dateshallbe the dateofitsexecutionby the lastpartyso executing it. 35.0 Third Party Beneficiary Itisspecifically understood and agreed thatnootherpersonorentityshall be athirdpartybeneficiary hereunder,and that none of provisions of this AGREEMENT shall be for the benefit of or be enforceable by anyone otherthanthepartieshereto,andthatonlythepartiesheretoshall have anyrightshereunder. 36.0 Further Assurances Page 16 of 32 Professional Service AGREEMENT Tpepe©09-06-13 The parties hereto agree to execute any and all other andfurther documents as might be reasonably necessary in order toratify,confirm,and effectuate theintentand purposes of the AGREEMENT. 37.0 Time of Essence Time is of the essence of this AGREEMENT. 38.0 Interpretation This AGREEMENT shallnot be construed morestronglyagainsteitherpartyhereto,regardless of who was more responsible forits preparation. 39.0 Force Majeure Neither party hereto shall be in default ofitsfailureto perform its obligations under this AGREEMENT if caused by.acts of God,civil commotion,strikes,labor disputes,or governmental demands or requirements that could notbe reasonably anticipated and the effects avoided or mitigated.Each partyshall notify the other ofany such occurrence. 40.0 Notices Whenever noticeshallberequiredorpermittedherein,itshallbe delivered byhanddelivery,e- mail,facsimile transmission orcertifiedmail,withreturnreceipt requested andshallbe deemed deliveredonthedateshownonthedelivery confirmation orifbycertifiedmail,thedateon the return receipt or the date shown as the date same was refused or unclaimed.Notices shall be deliveredto the following individualsorentitiesatthe addresses (includinge-mail)orfacsimile transmission numbers set forth below: To CITY: With copies by U.S.mailto: To CONSULTANT: Professional Service AGREEMENT Tpepe©09-06-13 CityManager, 6130 Sunset Dr. South Miami,FL 33143 Fax: E-mail: City Attorney,Thomas Pepe,Esquire 6130 Sunset Dr. South Miami,FL 33143 Fax:(305)341-0584 E-mail:tpepe@southmiamifl.gov Page 17 of 32 IN WITNESS WHEREOF,this AGREEMENT is accepted on the date first^bve written subject to the terms and conditions set forth herein. ATTESTED: Professional Service AGREEMENT Tpepe©09-06-13 CONTRACT Byu Robert E.jChisholm,FAIA Chairman (PrintNarheAbove) CITY OF SO Page 18of 32 Attachment A Insurance and Indemnification Professional Service AGREEMENT Tpepe©09-06-13 Page 19 of 32 RECHISH-02 JAN yXCORET CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 11/12/2014 THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIHCATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BYTHEPOUCIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER/S).AUTHORIZED REPRESENTATIVE OR PRODUCER,ANDTHE CERTIFICATE HOLDER. IMPORTANT:If tho certificate holder Is an ADDITIONAL INSURED,the pollcy(Ies)must beendorsed.IfSUBROGATION IS WAIVED,subject to the terms and conditions ofthe policy,certain policies may require an endorsement A statement onthis certificate does notconfer rights tothe certificate holder In lieu ofsuch endorsements). producer Acrisure,LLC d/b/a InSource 9500 South Dadeland Boulevard 4th Floor Miami,FL 33156-2867 CONTACT NAME: Sr&.Ex*(305)670-6111 E-MAIL ADDRESS: (a£.no1:(305)670-5699 INSURED RE Chisholm Architects Inc. Robert Chisholm 4921 SW 74th Ct Miami,FL 33155 COVERAGES CERTIFICATE NUMBER; WSURER(S)AFFORDING COVERAGE insurera:Underwriters at Lloyd's London NAIC3 INSURER B: INSURER C: INSURER D; INSURER E: INSURER F; REVISION NUMBER; INSR LTR THIS ISTO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TOTHE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OFANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TOWHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OFSUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. lATJDTR TYPE OF INSURANCE COMMERCIAL GENERAL LIABILITY ICLAIMS-MADE \|<OCCUR GEN'L AGGREGATE UMITAPPLIESPER: POLICY [1]!^ OTHER: IJECT I IlOC AUTOMOBILE LIABILITY ALL OWNED AUTOS SCHEDULED AUTOS NON-OWNED AUTOSHIREDAUTOS UMBRELLA LIAS EXCESS UAB OCCUR CLAIMS-MADE I RETENTIONS WORKERS COMPENSATION AND EMPLOYERS*LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes,describeunder DESCRIPTfION OF OPERATIONS below Architects/Engineers • JUSEL STJBR WD.POUCY NUMBER 14AE039917205 POUCY EFF fMM/DPArYYYl 01/16/2014 POUCY EXP (MM/PP/YYYY) 01/16/2015 EACH OCCURRENCE DAMAGE TO WEN!Hi PREMISES (Ea occurrence) MEDEXP (Any one person) PERSONAL &ADV INJURY GENERAL AGGREGATE PRODUCTS -COMP/OP AGG COMBINED SINGLE UMIT (Ea accident) BODILYINJURY(Perperson) BODILYINJURY(Per acddent) PROPERTY DAMAGE (Per acddenft EACH OCCURRENCE AGGREGATE rPER I STATUTE OTH ER EL.EACH ACCIDENT EX.DISEASE -EA EMPLOYEE EL DISEASE -POUCY UMIT per claim/aggregate 1,000,000 DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (ACORD101,Additional Remarks Schedule,may beattached Ifmore apace Isrequired) Architects&Engineers Professional Liability Claims Made Coverage Deductible:$10,000 perclalm/$30,000 Aggregate Retroactive Date:1/10/1992 CERTIFICATE HOLDER City of South Miami 4795 SW 75th Avenue Miami,FL 33155 ACORD25 (2014/01) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BEDELIVEREDIN ACCORDANCE WITH THE POUCY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2014 ACORD CORPORATION.All rights reserved. The ACORD name andlogoare registered marks of ACORD >%C70#?0 CERTIFICATE OF LIABILITY INSURANCE ANM R001 DATE (MM/DD/YYYY) 11/12/2014 THIS CERTIFICATED ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,ANDTHE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder Is anADDITIONALINSURED,the policy(ies)must be endorsed.If SUBROGATIONIS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificateholder In lieu of such endorsements). PftOOUCER INSOURCE/PHS 226159 P:(866)467-8730 F:(888)443-6112 PO BOX 29611 CHARLOTTE NC 28229 CONTACT NAME: %£1Stot&i):(866)467-8730 W.m (888)443-6112 RE CHISHOLM ARCHITECTS,INC. 4921 SW 74TH CT MI-AMI FL 33155 COVERAGES CERTIFICATE NUMBER: E-MAIL ADDRESS: INSUREDS)AFFORDINGCOVERAGE imsurera:Hartford Casualty Ins Co REVISION NUMBER: 29424 THIS IS TOCERTIFYTHATTHEPOUCIESOFINSURANCEUSTEDBELOWHAVEBEENISSUEDTOTHEINSUREDNAMEDABOVEFORTHEPOUCY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERMOR CONDITION OFANYCONTRACTOROTHERDOCUMENTWITH RESPECT TOWHICHTHIS CERTIHCATEMAYBEISSUEDORMAYPERTAIN,THEINSURANCEAFFORDEDBYTHEPOLICIESDESCRIBEDHEREINISSUBJECTTOALLTHE TERMS.EXCLUSIONS AND CONDITIONS OF SUCH POUCIES.LIMITS SHOWN MAYHAVE BEEN REDUCED BY PAID CLAIMS. msR JJR.TYPE OFINSURANCE COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR General Liab GEN'L AGGREGATE UMIT APPLIES PER: wuym!Sn'« AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOSI X UMBRELLA UAB EXCESS UAB SCHEDULED AUTOS NON-OWNED AUTOS OCCUR CLAIMS-MADE PEP X RETENTION*10,000 ANDBMTLOYEBS'UABUJTT AWPROPROTGR/PARTNER/EXECUT1VE Y/N OFFICER/MEMBER EXCLUDED? (MandatoryIn NH) tf yes.doscribe wider DESCRIPTION OF OPERATIONS below • ADDL mtt SUB*. am. .POUCYNUMBER 21 SBA VJ1701 21 SBA VJ1701 21 SBA VJ1701 POUCYEFF 06/24/2014 06/24/2014 06/24/2014 POUCYEXP nnrmn/VYYY\ 06/24/2015 06/24/2015 06/24/2015 EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurence) MEOEXP(Anyoneperson) PERSONAL &ADV INJURY GENERAL AGGREGATE PROOUCTS -COMP/OP AGG COMBINED SINGLE LIMIT (SaaccMenl) BODILYINJURY(Per person) BODILYINJURY (Per •cddant) PROPERTY DAMAGE (PeraccfafenQ EACH OCCURRENCE |P£R ISTATUTE IOTH ERu EJ_EACH ACCIDENT Ei~DISEASE-EA EMPLOYEE EJ-.OISEASE-POLICY LIMIT $1,000,000 $300,000 $10,000 $1,000,000 2,000,000 $2,000,000 $1,000,000 $1,000,000 $1,000,000 DESCRIPTION OFOPERATIONS/LOCATIONS /VEHICLES (ACORD 101.Additional Remarts Schtxfula.may beattached Hmore apace larequired) Thoseusualto the.Insured'sOperations.CertificateHolderisanAdditional Insured pertheBusinessLiability Coverage Form SS0008 attachedtothis policy.30DNOC applies in favor ofthe Certificate Holder CERTIFICATE HOLDER City of South Miami 4795 SW 75TH AVE MIAMI,FL 33155 ACORD25(2014/01) CANCELLATION SHOULD ANY OFTHE ABOVE DESCRIBED POLICIESBECANCELLED BEFORE THE EXPIRATION DATE THEREOF.NOTICEWILLBE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE '/7<Z-tUZ*^\^ ©1988-2014ACORDCORPORATION.All rights reserved The ACORD name andlogoare registered marks of ACORD ^%4C-o#?r> CERTIFICATE OF LIABILITY INSURANCE ASW R001 DATCfltfM/DD/YYYY) 11/12/2014 THIS CERTIFICATEIS ISSUED ASA MATTER OFINFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND ORALTERTHECOVERAGE AFFORDED BYTHE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOTCONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:Ifthe certificate holder Isan ADDITIONAL INSURED,the policy(ies)mustbe endorsed.IfSUBROGATIONIS WAIVED,subject tothe terms and conditions ofthe policy,certain policies may require an endorsement'A statement onthis certificate doesnotconferrights tothe certificate holderinlieuofsuchendorsement(s). PRODUCER :~-~"--— PAYCHEX INSURANCE AGENCY INC 210705 P:F:(888)443-6112 PO BOX 33015 SAN ANTONIO TX 78265 RE CHISHOLM ARCHITECTS,INC. 4921 SW 74TH CT MIAMI FL 33155 CONTACT NAME: PHONE CMC.No.Ext): INSUREDS)AFFORDING COVERAGE wsurera:Twin City Fire Ins Co PAXKc.No):(888)443-6112 29459 COVERAGES CERTIF1CJATE NUMBER:REVISION NUMBER: THIS IS TOCERTIFYTHATTHEPOLICIESOFINSURANCEUSTED RELOW HAVEBEENISSUEDTOTHEINSURED NAMED ABOVEFORTHEPOLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERMOR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECTTO WHICH THIS CERTIFICATE MAY BEISSUEDOR MAY PERTAIN,THE INSURANCE .AFFORDEDBYTHEPOLICIESDESCRIBEDHEREINIS SUBJECT TOALLTHE TERMS.EXCLUSIONSANDCONDITIONSOFSUCH POUCIES.LIMITSSHOWN MAY HAVEBEENREDUCEDBYPAIDCLAIMS. INSR LTR TYPE OP INSURANCE ADDL INSR SUB* WW POUCYNUMBER POUCYBFF (MWDWYYYY} POUCYEXP LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1CLAIMS-MADE 1 1OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence)$ MED EXP(Anyoneperson)*i PERSONAL *ADV INJURY $ GE Ml AGGREGATE LIMIT APPLIES PER: policy i ig£ri"« OTHER: GENERAL AGGREGATE 5 PRODUCTS-COMP/OPAGG $ s '•. AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Eaacddent)5 ANY AUTO BODILYINJURY(Perperson)$ ALL OWNED AUTOS HIREO AUTOS SCHEDULED AUTOS NON-OWNED AUTOS BODILY INJURY(per seddent)$ PROPERTY DAMAGE (Per accident)$ $ UMBRELLA UAB EXCESS UAB OCCUR CLAIMS-MADE . «:' EACH OCCURRENCE 9 AGGREGATE S CED RETENTIONS $ A WOSSEBS COMPENSATION ANDEMPLOYEES4UABIUTY ANYPROPRIETORyPARTNER^XECUTIVE Y/N OFFICER/MEMBER EXCLUDED?,, (Mandatory In NH)1 Ifyes.describe under DESCRIPTION OF OPERATIONS below WA 76 WEG GC4601 12/24/2013 12/24/2014 V ]PER 1 |OTH-A 1STATUTE ||ER EJ_EACH ACCIDENT $1,000,000 E.L DISEASE-EA EMPLOYEE $1,000,000 E.L DISEASE -POUCY UMIT *1,000,000 DESCRIPTION OFOPERATIONS/LOCATIONS/VEHtCLES (ACORD 101,AdditionalRemarks Schedulo,may ba attached If mora tpaeo la required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION City of South Miami Professional Service Agreement 4795 SW 75TH AVE MIAMI,FL 33155 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF.NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2014/01) ©1988-2014 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD Insurance and Indemnification Without limitingitsliability,the contractor,consultant or consulting firm (hereinafter referred to as "FIRM"withregardto Insurance and Indemnification requirements)shall be required to procure and maintain atits own expense during the lifeof the Contract,insurance of the types and in the minimum amounts stated below as will protect the FIRM,from claims which may arise out of or result from the contract or the performance of the contractwith the Cityof South Miami,whether such claim is against theFIRMor any sub-contractor,orby anyone directlyorindirectly employed by any of them orby anyone for whose acts any of them may be liable. No insurance required by the CITY shall be issued or written bya surplus linescarrier unless authorized in writing by the CITY and such authorization shall be at the CITY'S sole and absolute discretion.The FIRM shall purchase insurance fromandshall maintain the insurance witha company or companies lawfully authorized to sell insurance in the State of Florida,on forms approved by the State of Florida,as will protect the FIRM,ata minimum,fromall claims as set forth below which may arise out of or result from the FIRM'S operations under the Contract andfor which theFIRM may be legallyliable,whether such operations be by the FIRMorbya Subcontractor or by anyone directlyorindirectly employed byanyofthem,orby anyone for whose acts any of them may be liable:(a)claimsunder workers'compensation,disability benefit andothersimilar employee benefit acts whichare applicable to the Work tobeperformed;(b)claims for damages because of bodilyinjury,occupational sickness or disease,ordeathof the FIRM'S employees;(c)claims for damages because of bodily injury,sickness or disease,or death of any person other than the FIRM'S employees;(d)claimsfor damages insuredbyusualpersonalinjury liability coverage;(e)claimsfor damages,otherthantotheWorkitself,because of injury toordestructionoftangibleproperty, including lossof use resultingthere from;(f)claimsfor damages because ofbodily injury,deathofa person orproperty damage arisingoutof ownership,maintenance or use of a motor vehicle;(g) claimsforbodilyinjuryorproperty damage arisingoutof completed operations;and(h)claims involving contractual liability insuranceapplicabletothe FIRM'S obligationsundertheContract. Firm's Liability insurance: A.The FIRM shallprovideand maintain in force andeffect until all theWorktobeperformed underthisContract has been completedandacceptedbyCITY(orforsuchdurationasis otherwise specified hereinafter),theinsurancecoveragewrittenon Florida approvedforms and as set forth below: (1)Professional Liability Insurance ona Florida approvedformin the amount of $1,000,000 with deductibleperclaimifany,nottoexceed5%ofthe limit of liability providing for all sums which the FIRM shallbecome legally obligated topayasdamages for claims arising outof the services orworkperformedbythe FIRM itsagents,representatives,Sub-Contractorsor assigns,orbyanypersonemployedorretainedbyhiminconnectionwiththisContact.This insuranceshallbemaintainedforfouryearsaftercompletionoftheconstructionand acceptanceofany Project coveredbythis Contact.However,the FIRM maypurchase Specific Project Professional Liability Insurance,intheamountandunderthetermsspecified above,whichisalso acceptable. (2)Workers'Compensation Insurance atthe statutory amountasto all employeesin compliance with the "Workers'Compensation Law"oftheStateof Florida including Chapter 440,Florida Statutes,aspresentlywrittenorhereafteramended,and all applicablefederallaws. (3)Commercial Comprehensive General Liability insurance with broad form endorsement,as well as 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$1,000,000combinedsingle limit peroccurrenceand$2,000,000 aggregate,including: •Personal Injury:$1,000,000; •Medical Insurance:$5,000 perperson; Professional Service AGREEMENT Tpepe©09-06-13 Page 20 of 32 •Property Damage:$500,000 each occurrence; •Automobile Liability:$1,000,000 each accident/occurrence. •Umbrella:$1,000,000per claim Umbrella ComprehensiveGeneral Liability insuranceshall be written ona Florida approved form with thesamecoverageasthe primary insurance policy butintheamountof $1,000,000 per claim and $2,000,000 Annual Aggregate. Coverage must be afforded onaformno more restrictive than the latest edition of the Comprehensive General Liability policy,without restrictive endorsements,as filed bythe Insurance Services Office,and must include: (a)Premises and Operation (b)Independent Contractors (c)Products and/or Completed OperationsHazard (d)Explosion,Collapseand Underground HazardCoverage (e)BroadFormPropertyDamage (f)Broad Form Contractual Coverage applicable tothisspecific Contract,including any hold harmless and/orindemnification agreement. (g)PersonalInjuryCoveragewithEmployeeandContractualExclusions removed,with minimum limits ofcoverageequaltothose required for Bodily Injury Liability and Property Damage Liability. (4)Business Automobile Liability withminimumlimitsofOne Million Dollars ($1,000,000.00)plus anadditionalFive Million Dollar ($5,000,000.00)umbrellaper occurrence combined single limitforBodilyInjuryLiabilityandProperty Damage Liability:Umbrella coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy,withoutrestrictive endorsements,asfiledbywith the state of Florida,and must include: (a)Owned Vehicles. (b)Hired and Non-Owned Vehicles (c)Employers'Non-Ownership B.Before starting the Work,the FIRM shall deliver to the CITY and CONSULTANT certificates of such insurance,acceptable to the CITY,as well as the insurance binder,if one is issued,the insurance policy,including the declaration page andall applicable endorsements and provide the name,address and telephone number oftheinsurance agent orbrokerthrough whom the policy was obtained.The insurer shallberated A.VII or better perA.M.Best's KeyRating Guide,latest edition and authorized to issue insurance in the State ofFlorida.All insurance policies must be writtenonforms approved by the State of Florida and they must remaininfullforceand effect for the durationof the contract periodwiththeCITY.The FIRM must providea "certified copy"of the Policy (as defined in Article 1ofthis document)whichshall include the declaration page and all required endorsements.Inaddition,the FIRMshalldeliver,at the time of delivery of the insurance certificate,the following endorsements: (a)an endorsement to the policystating:"The Cityof South Miamiisan additional named insured with the right but not the obligationtopay any unpaid premium and providing that the city does not have any duty or obligation to provide first notice of claim for any liabilityit incurs and that arises out of the acts,omissions or operations of the named insured.The insurer will pay all sums that the Cityof South Miami becomes legally obligated to pay as damages because of 'bodily injury","property damage",or "personal and advertising injury" anditwill provide to the Cityall of the coverage that is typically provided under the standard Florida approved forms for commercial general liability coverage A and coverage BB;(b)an endorsement that states: "This policy shall not be cancelled (including cancellation for non-payment of premium), terminated or materially modified without first giving the City of South Miami 10 days advanced written notice of the intent to materially modify the policy orto cancel or terminate the policy for any reason.The notification shall be delivered to the City by certified mail,with proof of delivery to the City." C.SUBCONTRACTS:The FIRM agrees that if any partof the Work under the Contract is sublet,the Professional Service AGREEMENT Tpepe©09-06-13 Page 21 of 32 subcontract shall contain the same insurance provision as set forthin section A and B above and substituting the word SUBCONTRACTOR for the word FIRM and substituting the word FIRMfor CITY where applicable. Fire and Extended Coverage Insurance (Builders'Risk).IF APPLICABLE: A.In the event that this contract involves the construction of a structure by the FIRM,the FIRM shall maintain,withan Insurance Company or Insurance Companies acceptable to the CITY,"Broad" form/All Risk Property Insurance on buildings and structures,while in the course of construction, including foundations,additions,attachments and all permanent fixtures belonging to and constituting apart of said buildings or structures.The policyor policies shall also cover machinery,if the cost of machinery is included in the Contract,orif the machinery is located ina building that is being renovated by reason of this contract.The amount of insurance must,at all times,be at least equal to the replacement value of the insured property.The policy shall be in the name of the CITY and the FIRM,as their interest may appear,and shall also cover the interests of all Subcontractors performing Work. B.Allof the provisions set forthin Section B hereinabove shall apply to this coverage unless it would be clearly not applicable. Miscellaneous: A.Ifany notice of cancellation of insurance or change in coverage is issued by the insurance company or should any insurance have an expiration date that will occur during the period of this contract,the FIRMshall be responsible for securing other acceptable insurance priorto such cancellation,change,orexpiration so astoprovide continuous coverage as specified inthis section and so as to maintain coverage during the life of this Contract.The CITY shall have the option,but not the duty,to pay any unpaid premium and the rightto terminate or cancel the policy thereafter without notice toFIRMor liability on the partof the CITYto the FIRMfor such cancellation. B.All deductibles must bedeclaredbythe FIRM and must beapprovedbytheCITY.Attheoption oftheCITY,eitherthe FIRM shalleliminateorreducesuchdeductibleorthe FIRM shallprocure aBond,inaform satisfactory to the CITYcovering the same. C.ThepoliciesshallcontainwaiverofsubrogationagainstCITYwhereapplicable,shall expressly providethatsuchpolicyorpoliciesareprimaryoveranyothercollectible insurance thatCITY mayhave.TheCITY reserves therightatanytimetorequestacopyoftherequiredpoliciesfor review.Allpoliciesshallcontaina"severabilityofinterest"or"cross liability"clause without obligation for premium payment of the CITY. Indemnification: The FIRM shallindemnifyandsavetheCITYharmless from anyandalldamages,claims,liability, losses and causes ofactionsofanykindornature arising outofanegligent error,omission,oractof the FIRM,its Sub-Contractor oranyoftheiragents,representatives,employees,orassigns,arising outofthisAgreement,incidenttoit,or resulting from theperformanceornon-performanceofthe FIRM'S obligations underthis AGREEMENT.The FIRM shall pay all claimsandlossesofany kind or nature whatsoever,in connection therewith,including the CITY'S attorney'sfeesand expenses inthe defenseofany action inlaworequity brought against theCITY arising from the negligent error, omission,oractof the FIRM,its Sub-Contractor oranyoftheiragents,representatives,employees, orassigns,and arising outof,orincidentto,thisAgreement,orincidenttoor resulting from the performance or non-performance of the FIRM'S obligationsunderthis AGREEMENT. The FIRM agreesandrecognizesthatthe CITY shall notbeheld liable orresponsible for any claims, includingthecostsand expenses ofdefendingsuchclaimswhichmayresultfromorariseoutof actionsoromissionsofthe FIRM,itssub-contractorsoranyoftheiragents,representatives, employees orassigns.In reviewing,approvingor rejecting any submissions oractsofthe FIRM,the CITY in no way assumes or shares responsibility or liability ofthe FIRMS,its Sub-Contractors,orany oftheiragents,representatives,employees orassigns. Page 22 of 32 Professional Service AGREEMENT Tpepe©09-06-13 Exhibit 2 "Affidavits and Forms'' (Respondents mustcompleteandsubmitwiththeir proposal.) Professional Service AGREEMENT Tpepe©09-06-13 Page 23 of 32 EXHIBIT 2 AFFIDAVITS AND FORMS SUBMISSION REQUIREMENTS 1.Respondent's Sworn Statement underSection 287.133(3)(A),Florida Statutes,on Attachment#1 -Public Entity Crimes and Conflicts of Interest Affidavit/'shallbe completed andprovidedwiththeproposal submittal. 2.Neither the CONSULTANT,noranyof his/her/its employees shallbe permitted torepresent any client before the Commission orany 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 CONSULTANTmaynot represent any Commission member,individually,or,any member of their familyor any business inwhichthe Commission member of their family has an interest 3.All proposals received will be considered public records.The CITY will considerall quotations using such criteria as the Commission orCity Manager may adopt at either of their sole discretion.The CONSULTANT selected will be required to enter intoa formal AGREEMENT with the CITYina form satisfactory totheCITY,priortothe execution ofwhichtheCITY shall reserve allrights,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," shallbe completed and providedwiththeproposalsubmittal. 7.Respondent's Attachment#5"Related Party Transaction Verification Form"shall be completed and provided with the proposal submittal. Page 24 of 32 Professional Service AGREEMENT Tpepe©09-06-13 ATTACHMENT #1 PUBLIC ENTITY CRIMES AND CONFLICTS OF INTEREST Pursuant tothe provisions of Paragraph (2)(a)of Section 287.133,Florida StateStatutes-"A person or affiliate who has been placed onthe convicted vendor list following a conviction for a public entity crime may notsubmita Bid ona Contract to provide any goods or services toa public entity,maynotsubmita Bid ona Contract with a public entity for the construction or repair ofa public building or public work,maynotsubmit bidsonleasesof real property toa public entity,maynotbe awarded to perform workasa Contractor, supplier,Subcontractor,orConsultant under a Contract with any public entity,andmaynot transact business with any public entity inexcessofthe threshold amount Category Two of Section 287.017,Florida Statutes,for thirtysix(36)months from thedateofbeing placed ontheconvictedvendor list". The award ofany contract hereunder is subject tothe provisions of Chapter 112,Florida State Statutes.The CONSULTANT mustdisclose the name of any officer,director,partner,associate oragent who isalsoan officer or employeeofthe City ofSouth Miami oritsagencies. SWORN STATEMENT PURSUANT TO SECTION 287.133 (3)(a), FLORIDA STATUTES,ONPUBLIC ENTITY CRIMES THIS FORM MUSTBESIGNEDANDSWORNTOINTHEPRESENCEOFANOTARY PUBLIC OR OTHER OFFICIALAUTHORIZEDTOADMINISTEROATHS. 1.This sworn statement is submitted to City ofSouth Miami • r»i.-ir-™--^.,-*.*~..[print name of the public entity]by Robert E.Chisholm FAIA,Chairman [printindividual's nameandtitle] for RE Chisholm Architects Inc. [print nameofentitysubmitting sworn statement] whose business address is and (if applicable)its Federal Employer Identification Number (FEIN)is 65-0131871 (If the entity hasno FEIN,include the Social Security Number ofthe individual signing this sworn statement:j 2.I understand that a"public entity crime"as defined in Paragraph 287.133 (I )(g),Florida Statutes, meansa violation ofanystateor federal law bya person with respecttoand directly related tothe transaction of business with any public entity orwith an agency or political subdivision of^any other stateorofthe United States,including,butnot limited to ,any bid or contract for goodsorservices tobe provided toany public entityoran agency or political subdivision ofanyotherstateorofthe 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 (l)(b),Florida Statutes,meansa finding of guilt ora conviction ofa 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 orinformation after July 1,1989,asa result ofa jury verdict,non-jury trial,or entry ofa plea of guiltyornolo contender. 4.I understand thatan "affiliate"as defined in Paragraph 287.133 (I )(a),Florida Statutes, means: (a)A predecessor or successor ofa person convicted ofa public entity crime;or (b)An entity under the control of any natural person who is active in the management of the entity andwhohas been convicted ofapublicentitycrime.Theterm"affiliate"includes those officers,directors,executives,partners,shareholders,employees,members,and agents whoare activeinthe management ofanaffiliate.Theownershipbyonepersonof shares constitutinga controllinginterestinanyperson,orapoolingof equipment or income among persons whennot forfairmarketvalueunderanarm'slength AGREEMENT,shallbeaprimafacie case thatone Page 25 of 32 Professional Service AGREEMENT Tpepe©09-06-13 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 inFlorida during the preceding 36 months shall be considered an affiliate. 5.I understandthata "person"asdefinedin Paragraph 287.133 (I)(e),Florida Statutes,means any natural personorentityorganizedunderthelawsofanystateorof \ the United States with the legalpowerto enter intoabinding contract andwhichbidsor applies tobidoncontractsfor the provision of goods or services ledbyapublic entity,orwhich otherwise transacts orappliesto transact business withapublic entity.The term "person"includes those officers,directors,executives,partners,shareholders,employees,members, and agents who are active in management ofanentity. 6.Based on information and belief,the statement which I have marked below is true inrelationto \theentitysubmittingthissworn statement.[Indicatewhich 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,noranyaffiliateoftheentityhas been chargedwithand convicted ofapublicentitycrime subsequent to July I,1989. The entity submitting this sworn statement,or one or more ofits officers,directors,executives, partners,shareholders,employees,members,or agents whoare active in the management of the entity,oranaffiliateoftheentityhasbeenchargedwithandconvictedofapublicentitycrime subsequent toJuly 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,oran affiliate of the entity has been charged with and convicted of a publicentitycrime subsequent of July I,1989.However,there has been a subsequent proceeding beforea Hearing Officerofthe State of Florida,Division ofAdministrativeHearingsand the Final OrderenteredbytheHearingOfficerdeterminedthatitwasnotinthepublic interest toplacethe entity submitting thissworn statement onthe convicted vendor list.[Attacha copy ofthefinal order.1 I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY INDENTIFIED IN PARAGRAPH I (ONE)ABOVEISFORTHATPUBLICENTITYONLY, AND THAT THIS FORM IS VALID THROUGH DECEMBER 310F THE CALENDAR YEAR IN WHICH IT IS FILED.I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTOA CONTRACT IN EXCESS OFTHE THRESHOLD AMOUNT PROVIDEDIN SECTION 287.017,FLORIDA STATUTES,FOR CATEGORY TWO OF ANY CHANGE INTHE INFORMATION CONTAINED IN THIS FORM. Robert E.ChishoIp^AIA,Chairman N0v/fc,w/t-[signature] Sworn toand subscribed beforemethis **-dayof,20 J^ "^Personally known or l\ .Produced identification \putftyi^A lUA*-—Notary Public -State of /J I My commission expires (Type of identification)^ (Printed,typed or stamped commissioned nameofnotarypublic) /!$.?*%Jacqueline C.Rasco i&y&'&\COM,$$-0H #££124579 Professional Service AGREEMENT Tpepe©09-06-13 ^&S5*£/EXPIRES:AUG-23,2015 ***fS8v*^WWW.AARONNOTARYcom Page 26 of 32 ATTACHMENT #2 "DRUG FREE WORKPLACE" Whenevertwoormore Bids which are equal with respectto price,quality andserviceare receivedbytheStateorbyany political subdivisions for theprocurementofcommoditiesor contractual services,aBidreceived from abusinessthatcertifiesthatithas implemented a drug-freeworkplace program shallbegivenpreferenceintheaward process.Established proceduresforprocessingtieBids will be followed ifnoneofthetiedvendorshavea drug-free workplace program.In ordertohaveadrug-freeworkplace program,a business shall: 1.Publish a statement notifying employees that the unlawful manufacture,distribution,dispensing, possession,oruseofa controlled substance is prohibited inthe workplace and specifying the actionsthat will betakenagainstemployees for violations ofsuch Prohibition. 2.Inform employeesaboutthe dangers of drug abuse in the workplace,the business' policy of maintaining adrug-free workplace,any available drugcounseling, rehabilitation,andemployee Assistance programs,andthepenaltiesthatmaybe imposed upon employees fordrug abuse violations. 3.Giveeachemployeeengagedin providing the commodities or contractual servicesthatare underBidacopyofthestatement specified inSubsection (I). 4.In the statement specifiedinSubsection (I),notifythe employees,that,asaconditionof working onthe commodities orcontractual services thatareunderBid,the employee wltt abide bythetermsofthe statement and will notifytheemployerofanyconvictionof,orplea of guiltyornolo contender to,anyviolationofChapter893orofany controlled substance lawoftheUnited States oranystate,foraviolationoccurringintheworkplace no later than five(5)days after such conviction. 5.Imposeasanctionon,orrequirethesatisfactory participation inadrug abuse ^assistance or rehabilitation program,ifsuchis available inthe employee's community,byany employee who is so convicted. 6.Make agood faith effort to continue to maintain a drug-free workplace through implementation of this section. As theperson authorized tosignthe statement,I certifythatthis firm complies fullywith the above requirements. PROPOSER'RE Chish0|m Architects Inc. s Signature: Robert E.Chisholm FAIA,Chairman Print Name: Date: 11/12/14 Professional Service AGREEMENT Tpepe©09-06-13 Page 27 of 32 ATTACHMENT #3 "NO CONFLICT OF INTEREST/NON COLLUSION AFFIDAVIT" Submitted this 12 day of November ,2014 .. Theundersigned,asCONSULTANT,declaresthattheonlypersonsinterestedinthis AGREEMENT are named herein;that no other person has any interest inthis AGREEMENT; Thatthis response is made without connection or arrangement with any other person;andthatthis response isin every respect fairand made ingoodfaith,withoutcollusionor fraud. The CONSULTANT agrees ifthis response/submission is accepted,to execute an appropriate CITY document for the purpose of establishing aformal contractual relationship between the CONSULTANT and the CITY,for the performance of all requirements to which the response/submission pertains. The full-namesand residences ofpersonsandfirmsinterestedin the foregoingbid/proposal,as RE Chisholm Architects Inc.4921 SW 74 COURT Miami.FL 33155 Robert E.Chisholm FAIA 737 Jeronimo Dr.Coral Gables.FL 33146 Mathew Polak AIA AP.947 Cortez Street Coral Gables,FL 33134 principals,are as follows: Robert E.Chisholm FAIA,Chairman Mathew Polak AIA LEED AP,President 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 ofits knowledge andbelief,no commissioner,Mayoror other officer or employee of the CITY has an interest directlyorindirectlyin the profitsor emoluments of the Contract,job,workorservice t9 wpichttie response/submissionpertains. Signature: Printed Name:;[R6bert E.Chisholm FAIA Title:Chairman Telephone:305.661.2070 Page 28 of 32 Professional Service AGREEMENT Tpepe©09-06-13 Company Name: NOTARY PUBLLC:~ STATE OF YZ&tV&rf^ COUNTY OF iV^t/bu^.(>>^>C 45%4&Jacqueline C.Rasco |Sji_5!C0WSSI0N#EE124579 %$kWJmmi AUG-23.2015 **BSP VWYMAARONNOTAITCcqid The foregoing instrument was acknowledged before me this SL day of MOvi^A-e^SA-.20 by SEAL Professional Service AGREEMENT Tpepe©09-06-13 (nameofperson whose signatureisbeingnotarized)who ",s ^^ersonallv known or Personal identification Type of Identification Produced Page 29 of 32 v/Did take an oath,or Did Not take an oath. (Name of NotaryPublic:Print,Stamp or type as commissioned.) ATTACHMENT #4 "ACKNOWLEDGEMENT AND CONFORMANCE WITH OSHA STANDARDS" TO THE CITY OF SOUTH MIAMI We,,(Name of Contractor),hereby acknowledge and agree that as CONSULTANT,as specified have the sole responsibility for compliance withall the requirements of the Federal Occupational Safety and Health Actof 1970,and all State and local safety and health regulations,and agree toindemnifyandhold harmless theCityof South Miami against any andallliability,claims,damages,losses and expenses they mayincur due to the failureof (subcontractor's names): (Not Applicable) tocomplywith such act or regulation. CONTRACTOR BY Witness Name Title Professional Service AGREEMENT Tpepe©09-06-13 Page 30 of 32 ATTACHMENT #5 "RELATED PARTY TRANSACTION VERIFICATION FORM" I RobertE.Chisholm FAIA ,individually andon behalf of RE Chisholm Architects ("Firm"! [Name of Representative]Inc.[CompanylVendoriEntity] havereadtheCityofSouth Miami (CITY)'s CodeofEthics,Section 8A-1 ofthe CITY'S Codeof Ordinances and I hereby certify,,under penalty of perjury thattothebestofmy knowledge, information and belief: 1.Neither I nor the Firm have any conflict of interest (asdefined in section 8A-I)with regard tothe contract orbusinessthat I,and/orthe Firm,am(are)aboutto perform for,ortotransact with, the CITY,and 2.Neither I nor any employees,officers,directors ofthe Firm,nor anyone who hasa financialinterest greater than5%inthe Firm,hasanyrelative(s),as definedin section 8A-I,whoisan employee ofthe CITY orwhois(are)an appointed or elected officialof the CITY,orwhois(are)amemberofany public bodycreatedbytheCityCommission,i.e.,a board or committee of the CITY,and 3.Neither 1northe Firm,nor anyone who hasa financial interestgreaterthan5%inthe Firm, nor any member of those persons'immediate family(i.e.,spouse,parents,children, brothers and sisters)has transacted orenteredintoany contract(s)withthe CfTY or has a financialinterest,directorindirect,inany business being transacted withthe CITY,orwith 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 whichmustbe Signed under oath). 4.No electedand/or appointed official or employee ofthe City of Miami,oranyoftheir immediate family members (Le.,spouse,parents,children,brothers and sisters)has a financiallyinterest,directlyor indirectly,inthe 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 fiton this line but make reference to the additional sheet which must be signed under oath).The names ofallCITY employees and that ofall elected and/or appointed CITY officials or board members,who own,directlyorindirectly,an interest offive 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 notfitonthislinebutmakereferencetotheadditional sheet whichmustbe signed under oath). 5.I andtheFirmfurther agree nottouseorattempttouseanyknowledge,propertyor 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 Page 31 of 32 Professional Service AGREEMENT Tpepe©09-06-13 business with the CITY or any person or agency acting for the CITY,and that we have not appeared in representation of any thirdparty 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 fiton 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 (Hi)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 Firmor anyone who has afinancial 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 1or 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 toa 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.Aviolationof the CITY'SEthicsCode,thegivingofanyfalseinformationorthefailureto supplement this Verification Form,may subject me or the Firmto immediate termination of any AGREEMENT with the CITY,and the imposition of the maximum fine and/orany penalties allowedbylaw.Additionally,violations may be considered byand subject to action by the Miami-Dade County Commission on Ethics. Under penalty of perjury,I declare that I have made a diligent effortjto investigate the matters to which I am attesting hereinabove and that the statements made herein^oye are true and correct tothebestof my knowledge,information and belief. Signature: Print Name&Title:REChisholmArchitects Inc.RobertE.Chisholm FAIA,Chairman Date:11/12/14 Professional Service AGREEMENT Tpepe©09-06-13 Page 32 of 32 ft®a ($©v^y; Ledger (GM_jJ Fiscal Yean J2015 »j Level:JOB *•?AccountStatus:j 3012C00 ••'••""•.•;.<•.'•'= I j£j Account Science by Period j J^jUnposted Transactions 1 £3 Encumbrances j £3 Unposted Encumbrances I fcEJ Unposted Budget Adjustments =3!?^^ gj Account Information Description:RECREATION.COMM/MATCHING CONTW Fiscal Year.201S BalanceType:DR 651.3S9.00 Posted:30.407JOO Unposted:aoo Encumbrances:117.215.15 UnpostedEncumbrancer.aoo Pro-Encumbrances:2,460.00 Tota!Exp&Enc 150.082.15 jts Unencumbered Balance:501,306.85 D; CONTRACT FOR PROFESSIONAL ARCHITECTURAL AND ENGINEERING DRAWINGS THIS CONTRACT,entered into thisffi day of ^fef^20 /^Tby the CITY OF SOUTH MIAMI through its Manager,both of whom shall be hereinafter referred to as the "CITY"where applicable;locatedat6130Sunset Drive,South Miami,FL.,E-mail:salexanderOsouthmiamifl.govand R.E.Chisholm Architects,Inc.withanofficeandprincipalplaceof business located at4921 Southwest 74 Court,Miami,FL 33155,(hereinafter called the "CONTRACTOR"). WITNESSETH: WHEREAS,the CITY isin need of Professional Architectural andEngineeringDrawings;and WHEREAS,the CITY desirestoretainthe CONTRACTOR toprovide the requiredgood and/or services based on the CONTRACTOR'S representations that itisqualifiedand capable ofprovidingsaid goods and/or servicesinaprofessionalandtimelymannerandinaccordancewith the CITY's goalsand requirements;and WHEREAS,the CONTRACTOR has agreed toprovide the required goods and/or servicesin accordance with the terms and conditions set forth herein. NOW,THEREFORE,in consideration of the mutual covenants and agreements herein contained, the parties agree as follows: 1)Engagement Of Contractor:Basedon the representations of the CONTRACTOR as set out in the following "checked"documents the CITY hereby retains the CONTRACTOR toprovide the goods and/or services set forth insaid proposal,quote or response to solicitation,whichever is applicable,as modified by the Contract Documents defined below(allofwhichis hereinafter referred toas the Work"). (Check the box immediately precedingthe document describedbelowtoindicate that such document ispartofthiscontract) •Contractor's response to the CITY's written solicitation;or EI Contractor's proposal or quote,orifnone, 0As described in paragraph 2below. 2)Contract Documents:The Contract Documents shall include this Contract and the following "checked documents",aswellasany attachments or exhibits that are made a part ofanyof the "checked documents". (Check the box immediately preceding the document described below to indicate that such document ispartofthiscontract) 0 General Conditions to Contract, •Supplementary Conditions, p^Other Documents"tefexriiigJ d Solicitation documents ("hereinafter referred to as"Bid Documents"including any request forbid,request for proposal or similar request) •Scope of Services, .•Contractor's response to the CITY's Bid Documents, 0 Contractor's proposal or quote, 0 CITY's Insurance &Indemnification Requirements, •Payment Bond, d Performance Bond, This Contract and the General Conditions to Contract,Supplementary Conditions,the Solicitation,Scope of Services and "Other Documents",if any are "checked documents",shall take precedent over the response to the CITY's Bid Documents,the proposal or the quote,if any.The "checked documents"are attached hereto and made a part hereof by reference. 3)Date of Commencement:The CONTRACTOR shall commence the performance of the Work under this Contract on February 2,2015,(hereinafter referred to as the "Work Commencement Date"), and shall complete the performance hereunder within45 days or the length of time set forth in the Contract Documents,whichever is the shorter period of time.Time is of the essence. rjrig4b in this contract ana signed by the parties, Page -1 -of 3 Thomas F.Pepe 11/06/14 f- 4)Primary Contacts:The Primary Contact Personinchargeof administering thisContracton behalfofthe CITY isthe City Manager ("Manager"),assistant Manager,ortheManager's designee,who shallbe designated inawritingsignedby the Manager.ThePrimaryContactPersonfor the CONTRACTOR and his/her contact information isas follows:Name:Robert E.Chisholm;e-mail: bob@chisholmarchitects.com:Street Address:4921 Southwest 74 Court,Miami,FL 33155. 5)Scopeof Services:Thegoods and/or servicestobeprovidedareassetforthinthe "checked documents". 6)Compensation:The CONTRACTOR'S compensationforthe performance ofthis contract (hereinafterreferredtoastheContract Price)shallbeassetforthin CONTRACTOR'S responsetothe CITY's written solicitation,ifany,or,ifnone,thenassetoutin CONTRACTOR'S proposalorquote,orthe ScopeofServices,whichever isapplicable,andasmodifiedby the Contract Documents. 7)Hours of Work:In the event that this contract requires the performance ofservices,itis presumed that the costofperforming the Work after regularworkinghours,andonSundayandlegal holidaysisincludedin the ContractPrice.However,nothing contained hereinshall authorize workon daysandduringhours that areotherwiseprohibitedbyordinanceunless specifically authorizedor instructed inwritingby the Director,the Director's assistant or designee. 8)Time Provisions:The term of this Contract shall commence on the Work Commencement Dateandshall continue for February 2,2015untilit expires onMarch23,2015,or unless earlier terminated according to the Contract Documents.Notwithstanding the foregoing,this Contract maybe extended byan additional 0daysif the extension isinwritingandsignedby the Director.An extension of the term of this Contract is at the CITY's sole and absolute discretion. 9)Termination:This contract maybe terminated without cause by the CITY with30daysof advanced written notice.Thisprovision supersedes and takes precedence overany contrary provisions for termination contained in the Contract Documents. 10)Applicable Lawand Venue:Floridalawshallapplyto the interpretation and enforcement of thisContract.Venueforall proceedings shallbeinMiami-DadeCounty,Florida. 11)Insurance,Indemnification &Bonding:CONTRACTOR shall comply with the insurance, indemnification and bonding requirements set forth in the Contract Documents. 12)Liquidated Damages:In the event that the CONTRACTOR shallfail to complete the Work within the time limit set forthin the Contract Documents,or the extended time limit agreed upon,in accordance with the procedure as more particularly set forthin the Contract Documents,liquidated damages shallbepaidat the rate of $0.00 dollarsperdayuntil the Workis completed. 13)JuryTrial Waiver:The parties waive their righttojurytrial. 14)Entire Agreement,Modification,and Non-waiver:The Contract Documents constitute the entire agreement of the parties and supersedes any prior agreements,written or oral.The Contract Documents may not be modified or amended except in writing,signed by both parties hereto.The Contract Documents,in general,and this paragraph,in particular,shall not be modified or amended by any acts or omissions of the parties.No failure to exercise and no delay in exercising any right,power or privilege shall operate asa waiver.No waiver of the Contract Documents,in whole or part,including the provisions of this paragraph,may be implied byany act or omission. 15)Public Records:CONTRACTOR and allofits subcontractors are required to comply with the public records law (s.119.0701)while providing goods and/or Services on behalf of the CITY and the CONTRACTOR,under such conditions,shall incorporate this paragraph inall of its subcontracts for this Project. 16)Background Screening.All personnel and volunteers that will provide any service pursuant to this Contract or related activities that might occur within 100 feet of any children involvedinanyCity or its Agency's related activity must bein compliance with Level II Background Screening and fingerprinting requirements as per,Florida Statute 435.04,Chapter 435,Employment Screening,prior to the scheduled start of any employee or volunteer.CONTRACTOR shall prevent any and all of its Page-2-of 3 Thomas F.Pepe 11/06/14 f^ personnel,including volunteers,fromengaginginanyrelatedactivitieswithout having passeda background screening to the satisfaction of the City. 17)Drug Free Workplace.The CONTRACTOR shallcomplywiththe Drug FreeWorkplace policy set forthin the CityofSouthMiami'sPersonnelManualwhichis made apartofthisContractby reference. 18)TRANSFER AND ASSIGNMENT.Noneoftheworkorservicesunderthis contract shallbe subcontracted orassigned without prior written consent from the SMCRA whichmaybedenied without cause. 19)NOTICES.All notices givenor required under this contract shallbe deemed sufficientif sent bya method that provides written evidenceofdelivery,includinge-mailandfacsimiletransmissionand delivered to the CONTRACTOR orhis designated contact person.Returnofmail,sent to the address contained herein for the parties or their contact persons,asnot deliverable orforfailuretoclaim the mail shall be deemed received on the date that the mail is returned to sender. INWITNESS WHEREOF,the parties,have executed this Contract,onor before the date first above written,with full knowledge ofits content and significance and intending to belegally bound by the terms hereof. [Indiv'flflL^al or entity's name] f signatory] Thomas F.Pepe 11/06/14 *—5te\7en Alexander City Manager ^U £irr)frz&*~L Page -3-of 3