Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Res No 026-15-14365
RESOLUTION NO.026-15-14365 A Resolution authorizing the City Manager to execute an agreement with the Corradino Group to provide temporary land use services,including the services normally provided by the City's Planning Director. WHEREAS,the City wishes to engage the land use expertise of the Corradino Group ("Contractor"]to perform certain professional services for the Cityaswellas effecta smooth transition relating tothe former Planning Director's departure and the Contractor's performing onan interim basisthe duties and responsibilities of Planning Director and other assigned tasks relating to land use and related matters. NOW THEREFORE,BE IT RESOLVED BY THE MAYOR AND CITY COMMISSIONERS OF THE CITY OF SOUTH MIAMI,FLORIDA: Section 1.TheCityManagerisherebyauthorizedtoexecuteanagreementthatis substantiallyinthesameformastheattachedproposedcontract. Section 2.Severability.Ifanysectionclause,sentence,orphrase of thisresolutionisfor anyreasonheldinvalidor unconstitutional byacourtof competent jurisdiction,theholdingshall notaffectthevalidity of theremainingportions of thisresolution. Section3.Effective Date,This resolution shall become effective immediately upon adoption byvote of theCity Commission. PASSED AND ADOPTED this Wtfriay of February ,2015. ATTEST: READ CITY^LERK^-^^-^ff OVED ASJO FORM, EGALITY/ THERBOI Page 1 of 1 APPROVED: COMMISSION VOTE:3-2 Mayor Stoddard:Yea Vice Mayor Harris:Yea Commissioner Edmond:Nay Commissioner Liebman:Yea Commissioner Welsh:Nay South"Miami THE CITY OF PLEASANT LIVING CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM To: From: Date: The HonorableMayor&Membersof the City Commission Steven Alexander,City Manager February 17,2015 AgendaItem No.:_// SUBJECT:Resolution authorizing the City Manager to execute an agreement with The Corradino Group to provide temporary landuseservices,including the services normallyprovidedby the City's Planning Director. Background:The City wishes to engage the planningandlanduse expertise of The Corradino Group to perform certainprofessional services for the City as wellas effect a smooth transition relating to the former Planning Directors departure.TheCorradino Group willbeperformingonan interim basis the duties and responsibilities of the Planning Director and other assignedtasksrelating to planning,landuseandrelated mattered. The Cityagrees to payThe Corradino Group for the miscellaneous planning,landuseandapplication review services onan hourly basis,not to exceed $8,000 per month or 80 hours per month onaverage,not exceeding 30 hours inanygiven week without written approval of the City Manager.The Corradino Group shallsupply the Director's duties related to supervision of various work efforts asassignedand provide a knowledgeable person to attend meetings atnoadditionalcost. In accordance with and pursuant to Florida Statute 287.055 for CCNA, The Corradino Group was one of the firms selected to provide professionalengineeringservices.The City negotiated hourlyrates with the firm and entered intoaprofessionalservice agreement with The Corradino Grouptoperformengineeringservicesfor the City. This Agreement shall become effectiveuponits execution by the parties and shall continue for two (2)months.TheCitymay terminate this Agreement atanytime during its initial term,providedhowever,thatany unpaid portion of the Contract services renders shall be paid in full within thirty (30)days of such termination. TheCity Manager may choose to extend this Agreement onamonthly basisas mutually agreedinwriting but such extension of the agreement shall not go beyond September 30,2015. South''Miami THE CiTY OF PLEASANT LIVING Vendor: Amount: Account: Attachments: CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM The Corradino Group Not to exceed $8,000 per month 001 -1620-524-3450 with a current balance of $91,250.00. Resolutionforapproval Contract for Planning andZoning Services withCorradinoGroup Approved Resolution No.151 -13-13969 A CONTRACT FOR PLANNING AND ZONING SERVICES *This Contract forPlanningandZoningServices ("Agreement")is entered into onthis Jxday of February,2015,by and between the City of South Miami,Florida,a Florida municipality (the "City")andTheCorradinoGroup,("Contractor"),jointly referred toas the Parties. WHEREAS,the City wishesto engage Contractor's expertise to perform certain professional services for the Cityaswellas effect a smooth transition relating to the former Planning Directors departure and the Contractor's performing onaninterimbasis the duties and responsibilities of Planning Director and other assigned tasks;and WHEREAS,the Parties,through mutual negotiations,have agreed upon a scope of services (attached)and fee for the aforementioned services. NOW,THEREFORE,in consideration of the promises and other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged,the Parties hereby agree as follows: 1.Consulting Services: 1.1.Contractor shall perform professional services for the City as requested by the City Manager orhis designee,specifically including,the performance of the duties and responsibilities of the Planning Director and other assigned tasks,andto perform such other legallypermissibleand proper dutiesand functions consistent with the Department of Planning and Zoningas may be assigned by the City Manager or his designee from time to time (the "Services")onan interim basis. 2.Term: 2.1.This Agreement shall become effective upon the execution of this Agreement by the parties andshall continue for two (2)months (the "Term").The Contractor may terminate this Agreement with immediate effect at any time during its term after giving thirty (30)days notice in writing or by e-mail to the City Manager. 2.2.TheCitymay terminate this Agreement at any time during itsinitial term,provided however,thatany unpaid portion ofthefee referenced in Paragraph 3 below,be paid in full within thirty (30)days of such termination. 2.3.ThePartiesmay choose to extend this Agreement ona monthly basisasmutually agreedinwriting.Such extension of the agreement shallnot require further approvalby the Commission provided any extensions shall not bevalid beyond September 30,2015. 3.Consideration:In consideration of Contractor's services rendered hereunder as set forthin paragraph 1,the City agrees topayContractor.Contractor shallassist the Citywiththe completionof the miscellaneousplanningservicesandapplicationreviewservicesonanhourly basis,nottoexceed$8,000permonthor80hourspermonthonaverage,orexceeding30hoursin anygiven week without written approval of the City Manager.Contractor shall supply the Director's duties related to supervision ofvariouswork efforts as assigned and attendance at meetings atno additional cost.Should service inexcessof these funds be requested,Contractor shall obtain written authorization from the City Manager before initiating the services.Individual rates shall be in conformance with the Contractors current hourly rates as presented herein. 4.Entire Agreement/Modification/Amendment: 4.1.This writing contains the entire Agreement of the parties and supersedes any prior oral or written representations.No representations were made or relied upon by either party, otherthanthose that areexpresslysetforthherein. 4.2.No agent,employee,orother representative ofeitherpartyisempoweredto modify or amend the terms of this Agreement,unless executed with the same formality as this documentand approved by resolution ofthe City Commission. 4.3.There shall beno implied waiver dueto any physical or verbal action or inaction on the part ofthe parties.This Agreement in general and this paragraph in particular,shall notbe modified,amended or waived except in writing signed by both parties and approved by resolution of the City Commission.The waiver of any breach or default of any of the terms ofthis Agreement shall not act as a waiver of any subsequent breach or default.This Agreement shall be binding upon the heirs,guardians,personal representatives and assigns of both ofthe parties. 5.Ownership and Access to Records and Audits:All records,books,documents, maps,data,deliverables,papersand financial information (the "Records")thatresult from Contractor providing the services tothe City under this Agreement shall bethe property ofthe City. 6.Public Records:Contractor and all of its subcontractors are required to comply with the public records law (s.119.0701)while providing goods and/or Services on behalf ofthe CITY andthe Contractor,under such conditions,shall incorporate this paragraph in all ofitssubcontractsforthis Project.Contractoranditssubcontractorsare specifically requiredto: 6.1.Keep and maintain public records that ordinarily and necessarily would be required by the public agency inorderto perform its obligations hereunder; 6.2.Provide the publicwithaccess to public records on the same terms and conditions that the public agencywouldprovidetherecordsandatacost that doesnotexceed the cost provided in this chapter oras otherwise provided by law; 6.3.(c)Ensure that public records that are exempt or confidential and exempt from public records disclosure requirementsarenot disclosed exceptasauthorizedby law;and 6.4.(d)Meet all requirements for retaining public records andtransfer,atnocost,tothe public agency all public recordsin possession of the contractoruponterminationofthe contractand destroy any duplicate public records thatare exempt or confidential and exempt from public records disclosure requirements.All records stored electronically must be provided tothe public agency in a format that is compatible with the information technology systems of the public agency. 6.5.lf CONTRACCTOR orits subcontractor does not comply with a public records request, the CITY shall havetherighttoenforcethiscontract provision by specific performanceandthe personwhoviolatesthis provision shall be liable to CITY foritscostsof enforcing this provision, including attorney feesincurredin all proceedings,whether administrative or civil courtand in all appellate proceedings. Page 2 of 8 7.Indemnification:Contractor shall comply with the indemnification requirements set forth in the attached Indemnification Exhibit ^ 8.Insurance:Contractor shallcomply with the insurance requirements set forth in [the attached Insurance Exhibit 2t . 9.Taxes:Contractor shallbe responsible forall payments of federal,state,and/or local taxes related to the Operations,inclusive of sales tax if applicable. 10.DrugFree Workplace:The Contractor shall comply with the Drug Free Workplace policy set forth in attachment #two which is made a part of this Agreement by reference. 11.Severability:If any term or provision of this Agreement shall to any extent be held invalid or unenforceable,the remainder of this Agreement shall not be affected thereby,and each remaining term and provision of this Agreement shallbevalid and be enforceable to the fullest extent permitted by law. 12.Other Contracts:The Corradino Group isa provider of many types of services and has ongoing contractual agreements with other entities and may from time to time increase or decrease the number of such contractual agreements which fact the City hereby acknowledges and shall allow provided the performance and responsibilities of such contractual agreements do not create a direct conflict of interest with the scope of this Agreement nor prevent or interfere with the Contractor fromfulfillinghis duties to the City. 13.No Discrimination:No action shall be taken by the Company,nor shall it permit any acts or omissions which result in discrimination against any person,including employee or applicant for employment on the basis of race,creed,color,national origin,religion,age,sex,familial status, marital status,ethnicity,sexual orientation orphysicalor mental disabilityas proscribed bylawand that itshall take affirmative action to ensure that such discrimination does not take place.The Company shallcomplywith the AmericanswithDisabilitiesAct.Furthermore,Contractor agrees that itshall take affirmative action to ensure that such discrimination does not take place. 14.Equal Employment:In accordance withFederal,State and Local law,the Company shall not discriminate against any employee or applicant for employment because of race,color, ethnicity,religion,sex,sexual orientation,nationaloriginorhandicap.TheCompanyshallcomply withall aspects of the Americanswith Disabilities Act (ADA)during the performance ofthis contract.TheCityof South Miami'shiring practices strive to complywithall applicable federal regulations regarding employment eligibilityand employment practices.Thus,allindividualsand entities seeking to do work for the CITY are expected to comply with all applicable laws, governmental requirements and regulations,including the regulations of the United States Department ofJusticepertainingtoemployment eligibility and employment practices.By signing this Agreement the CONTRACTOR hereby certifies under penalty ofperjury,to the CITY,that CONTRACTOR isin compliance withallapplicable regulations andlawsgoverning employment practices. Page 3 of 8 15.Governing Laws and Venue:This Agreement andthe performance of services hereunder shall be governed by the laws ofthe State of Florida,with exclusive venue for the resolution of any dispute being a court of competent jurisdiction in Miami-Dade County,Florida. 16.Waiver of Jury Trial:The Parties voluntarily waive any right to trial by jury in the event of any litigation between the Parties,which in any way arises outof this Agreement orthe Services. 17.Subletting or Assigning:The CONTRACTOR shall not sublet,assign,or transfer any WORK under this Contract or any ofthe services to be performed by it hereunder,without the prior written consent ofthe City Manager.Any assignment or subcontracting in violation hereof shall be void and unenforceable and shall be deemed a material breach ofthis Contract.The CONTRACTOR shall be as fully responsible to the City for the acts and omissions of its subcontractors and/or assigns,or sub-consultants,if any are approved,as it is for the acts and omissions of people directly employed by it.The CONTRACTOR shall require each approved subcontractor,sub-consultant or assigns,to agree in its contract to observe and be bound tothe City by all obligations and conditions of this Contract to which CONTRACTOR is bound. 18.Personnel:All CONTRACTOR personnel fulfilling thetermsofthis Contract,shall be employed solely by the CONTRACTOR andbe employees ofthe CONTRACTOR. 19.Waiver:The failure ofeitherpartytothis Agreement toobjecttoortotake affirmative action with respect to any conduct ofthe other which is in violation ofthe terms of this Agreement shall notbe construed asa waiver ofthe violation or breach,orof any future violation,breach or wrongful conduct. 20.Survival of Provisions:Any terms or conditions ofthis Agreement that require acts beyond the expiration dateof this Agreement,shall survive termination ofthe Agreement,shall remain in full force and effect unless and until thetermsor conditions are completed and shall be fully enforceableby either party. 21.Counterparts:This Agreementmaybeexecutedinseveralcounterparts,eachof which shall bedeemedan original and such counterparts shall constitute oneandthesame instrument. 22.Acknowledgment:Contractor acknowledges thathehas carefully readandunderstands this Agreement and agrees thatthe City has notmade any representations otherthanthose contained herein. 23.Notices:All notices,demands orrequests provided fororpermittedtobe given pursuant tothis Agreement must be in writing and shall be delivered orsent,with the copies indicated,bypersonaldelivery,electronicmeanssuchasfacsimiletransmissionore-mailor overnight delivery service (by a reputable national carrier)provided the delivery,including personal delivery,is evidenced by reasonable proofof delivery,tothepartiesas follows (orat such other address apartymay specify bynotice given pursuanttothis Section): Page 4 of 8 To City: With a copy to: To Contractor: Steven Alexander, City Manager 6130 Sunset Drive South Miami,FL 33143-5093 Thomas F.Pepe,Esq. City Attorney 6130 Sunset Drive South Miami,FL 33143-5093 Maria M.Menendez, CMCCityClerk 6130 Sunset Drive South Miami,FL 33143-5093 Joseph M.Corradino The Corradino Group 4055 NW 97th Avenue, Suite 200 Miami,FL 33178 All notices shall be deemed given and received one business day after their delivery to the addresses for the respective party,with the copies indicated,as provided in this Section. INWITNESSWHEREOF,the parties,having executed this Agreement on or before the date set forthfirst above,withfull knowledge ofits content andsignificanceand intending to belegally bound by the terms hereof. |CorradinoGroup fESTED: Maria M.Menenflez,CMC City Clerk Read and Approvechas toForm,L^guage, Legality anifj^cution thereof/ iop<as F.Pepe,fcsjjy fy Attorney Page 5 of 8 CITY OF SOUiFSOyjHHVTI AMI <SteveffAlexander City Manager SCOPE OF SERVICES and COSTS PLANNING and ZONING Contractor ishall supply Miscellaneous Planning Services,Planning Directors duties and application reviewsasdirectedby the City Manager. Miscellaneous Planning Services These tasks are typically not initiated by a developer as an applicant,and.assuch there may not be offsetting revenue stream from the cost recovery program.Such tasks are assigned from time to timeas needed,and are directed by the City Administration.These tasks may include,butarenot limited to: Following adoptionof SMITP,City may wish to revisit theimpactfeerequirements for the adoption ofa "multimodal impact fee",as discussed by TischlerBise in their report. Underline Project MadisonSquare/CRA development South Miami Gardens Apartments CityHall Complex Transfer of Development RightsOrdinance MiamiDadeCounty Water UsePlanUpdate (Due March2015) Economic Impact Analysis RFQ inconjunctionwiththe Finance Department TODD District Amendments Hometown District Overlay-20-7.11height provisions (scrivenerserror) Hometown District Overlay/Shops at Sunset Place Hometown District Overlay/l*Nat'l Bank of SM Project -Possible Extension of Development Agreement Small Building ParkingExemption(similartoMiami,CoralGablesandPalm Beach) Reestablishment ofsmall restaurant provisionsforHometownOverlay Considerationofeliminating restaurants asa"specialuse"within the Hometown Complete Streets -GrantApproved;scopeand RFQ needs tobe submitted SW62 Avenue proposed development Architectural diversity requirements Tree Ordinance -supplement 17was just codifiedwith the exception of the amended tree ordinance.Anyfinal tweaks needtobe done and submitted to Municode for codificationso the revisionscan appear in the onlineversion;oldversionisonline. Tree permit formsbe amended toreflect the recent changes in the ordinance. Metro South street tree disposition/relocation SeaLevelRise-S.Miami contour mapping SeaLevelRiseasit relates to impervious area forSF residential development;possibleelevationofstructures;allowincreaseinstructureheightto compensate for elevation The evaluation and creation of potential landuseandzoningdistricts Assistant with project management,aswellas other projects Evaluationand monitoring of the Ludlum Trail The amendment of permit forms Page 6 of 8 TheCity Manager or designee shall prioritize these projects and Contractor shall work on them until they are complete. Directors Duties The Planning Director function is responsible for interacting with the Citizens,Applicants, the Manager and Management Team as wellas the City Commission.This function also presents staff and administrative products and opinion to City Boards such as ERPB and Planning during the public meeting process and/or Commission meetings. Costs (Miscellaneous Services /Directors Duties) Contractor shall assist the City with the completion of the miscellaneous planning services,application review and supply the Director's duties related to supervision of various work efforts as assigned and attendance at meetings onanhourlybasis,for an amount not to exceed $8,000 per month or80 hours per month on average,or exceeding 30 hours inanygiven week forall of the services contemplated by this Agreement without written authorization of the City Manager.Should services havinga value in excess of this amount ofmoney and/or time-be requested,Contractor shall obtain written authorization from the City Manager before initiating the services.Individual rates shallbein conformance with the Contractors current hourly rates as presented herein. Application Review The City processes approximately 100 applications each year at four different levels,including the Historic Preservation Board,the Environmental Reviewand Preservation Board,the PlanningBoardand the City Commission.Contractor shall assist with the review,recommendation,and presentation of these applicationsas directed by the City Manager or designee. Costs (Application Review) Application reviewshallbefundedtothe extent possibleinconformancewith the Cost Recovery processcodifiedinOrdinance21-14-2199.Servicesshallbe billed to the cityonanhourlybasisatthe Contractors current hourly rates as presented herein. Staffing Joseph M.Corradino,AICP shallbe the project manager andmain contact personforthework contemplatedbythisAgreement.He shallserveasthe de facto DepartmentDirectorasauthorizedbythe City Manager,andhe shall be available topresent planning itemsat Commission Meetingsand Planning Board meetings. Michelle Lopez,the Contractors Planning Division Manager,whoperformssimilardutieswith the Contractor's other clients,shall support him. Contractorshallsupplythe City with twohighly qualified primaryplannersanddelegatework to them baseduponrequiredexpertiseasapprovedbythe City Manager.Primary staffshall include:Ms. Amber Holloway andMr.AlexDavid,AICP. Ms.Holloway,isa graduate ofOhioState University andhasbeenworkingwithmanycitiesina similar position,guiding their public hearing processes,reviewing development applications and accomplishing special projects. Page 7 of 8 Mr.David has nearly 30 years of urban planning experience,having worked with Miami Dade County,and dozens of municipal clients on comprehensive planning,zoning,development review, concurrency,site planning,Evaluation and Appraisal Reports,Water Supply Plans,Capital Improvement Elements,DRI's and any other aspect ofthe planning field. This team shall be supplemented by Contractor's staff,which consists of approximately 150 urban planners,traffic and transportation professionals and engineers. Joseph M.Corradino,AICP Planning Director /Principal $192.30/hr Alex David,AICP Sr Planner $150/hr Amber Holloway Land Use /Zoning Planner $75/hr Edward Ng Land Use/GIS $75/hr Salman Rathore Traffic Engineer $114/hr Veronica Pena Environmental Planner $81/hr Marvin.Guillen Civil Engineer $110/hr Page8 of8 Insurance Requirements EXHIBIT 2 Attachment A Insurance and Indemnification Without limiting its liability,thecontractor,consultantorconsulting firm (hereinafterreferredto as "FIRM" with regardto Insurance and Indemnification requirements)shallberequiredto procure andmaintainat itsown expense duringthe life oftheContract,insuranceofthetypesandinthe minimum amounts stated below as will protectthe FIRM,fromclaimswhichmayariseoutoforresultfromthecontractor theperformanceofthecontract with the City ofSouth Miami,whethersuchclaimisagainstthe FIRM or anysub-contractor,orbyanyone directly or indirectly employedbyanyofthemorbyanyoneforwhose acts any of them may be liable. No insurancerequiredbythe CITY shallbeissuedorwrittenbyasurpluslinescarrierunlessauthorized inwritingby the CITY and such authorization shallbe at the CITY'S sole and absolute discretion.The FIRM shallpurchaseinsurance from andshall maintain theinsurance with acompanyorcompanies lawfully authorized tosellinsurance in theStateof Florida,on forms approvedbytheStateof Florida,as will protectthe FIRM,ata minimum,from allclaimsas set forth below which mayariseoutoforresult from the FIRM'S operationsundertheContractandfor which the FIRM maybe legally liable,whether such operations be by the FIRM or by a Subcontractor or by anyone directly or indirectly employed by anyofthem,orbyanyoneforwhoseactsanyofthemmaybe liable:(a)claimsunder workers* compensation,disability benefitandother similar employeebenefit acts which areapplicabletothe Work tobe performed;(b)claimsfor damages becauseof bodily injury,occupational sicknessor disease,ordeathofthe FIRM'S employees;(c)claims fordamages because of bodily injury,sicknessor disease,or death ofany person other thanthe FIRM'S employees;(d)claims for damages insured by usualpersonal injury liability coverage;(e)claimsfordamages,otherthantothe Work itself,because of injury toor destruction of tangible property,including lossofuse resulting there from;(f)claims for damages because of bodily injury,death ofa person or property damage arising outof ownership, maintenance oruseofa motor vehicle;(g)claims for bodily injury or property damage arising outof completed operations;and(h)claims involving contractual liability insurance applicable tothe FIRM'S obligations under the Contract. Firm'sInsuranceGenerally.The FIRM shall provide andmaintaininforceandeffect until alltheWorkto be performed under this Contract hasbeen completed and accepted by CITY (or for such duration asis otherwise specified hereinafter),theinsurancecoverage written on Florida approved forms andas set forth below: Workers'Compensation Insurance atthe statutory amount asto all employees in compliance with the "Workers'Compensation Law"oftheStateof Florida including Chapter440,Florida Statutes,as presently written or hereafter amended,and all applicable federal laws.In addition,the policy (ies)must include:Employers'Liability atthestatutorycoverage amount.The FIRM shall further insurethat all of its Subcontractors maintain appropriate levelsof Worker's Compensation Insurance. 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 $1,000,000 combined single limit per occurrence and $2,000,000 aggregate,including: •Personal Injury:$1,000,000; •MedicalInsurance:$5,000perperson; •Property Damage:$500,000 each occurrence; •Automobile Liability:$1,000,000 each accident/occurrence. •Umbrella:$1,000,000 perclaim Umbrella Commercial Comprehensive General Liability insurance shall be written on a Florida approved form with the same coverage as the primary insurance policy but in the amount of $1,000,000 per claim and $2,000,000 Annual Aggregate.Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability policy,without restrictive endorsements,as filed by theInsurance Services Office,and must include: (a)Premises andOperation (b)Independent Contractors (c)Products and/orCompleted Operations Hazard (d)Explosion,Collapse and Underground Hazard Coverage (e)Broad Form Property Damage (f)Broad Form Contractual Coverage applicable to this specific Contract,including any hold harmless and/or indemnification agreement. (g)Personal Injury Coverage with Employee and Contractual Exclusions removed,with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability. Business Automobile Liability with minimum limits of One Million Dollars ($1,000,000.00)plus an additional One Million Dollar ($1,000,000.00)umbrella per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability.Umbrella coverage must be afforded ona form no more restrictive than the latest edition ofthe Business Automobile Liability policy,without restrictive endorsements,as filed bywiththestateof Florida,andmust include: (a)Owned Vehicles. (b)Hired and Non-Owned Vehicles (c)Employers'Non-Ownership SUBCONTRACTS:The FIRM agrees thatifany part ofthe Work under the Contract is sublet,the subcontract shall contain thesame insurance provision asset forth insection 5.1 aboveand5.4below and substituting the word Subcontractor for the word FIRM and substituting the word FIRM for CITY where applicable. Fire andExtended Coverage Insurance (Builders'Risk),IF APPLICABLE: In theevent that this contract involves the construction ofa structure,the CONTRACTOR shall maintain, with anInsuranceCompanyor Insurance Companies acceptabletotheCITY,"Broad"form/All Risk Insurance on buildings and structures,including Vandalism &Malicious Mischief coverage,while in the courseof construction,including foundations,additions,attachments and all permanent fixtures belonging toand constituting a part ofsaid buildings or structures.The policy or policies shall alsocover machinery,ifthe cost of machinery is included in the Contract,or ifthe machinery is located in a building thatisbeing renovated by reason ofthis contract.The amount of insurance must,at all times,beat least equal tothe replacement and actual cash value ofthe insured property.The policy shall be in the nameoftheCITYandthe CONTRACTOR,as their interest may appear,and shall alsocoverthe interestsof all Subcontractors performing Work. All ofthe provisions set forth in Section 5.4 herein below shall apply tothis coverage unlessit would be clearly not applicable. Miscellaneous: If any notice of cancellation of insurance or change in coverage is issued bythe insurance company or should any insurance havean expiration datethat will occur during the period ofthis contract,the FIRM shall be responsible for securing other acceptable insurance prior tosuch cancellation,change,or expiration soastoprovidecontinuous coverage asspecifiedinthissectionandsoastomaintain coverage during the life of this Contract. All deductiblesmustbedeclaredbythe FIRM andmustbeapprovedbythe CITY.Attheoptionofthe CITY,eitherthe FIRM shall eliminate orreducesuchdeductibleorthe FIRM shallprocureaBond,ina formsatisfactorytotheCITYcoveringthe same. The policies shall contain waiver of subrogation against CITY where applicable,shall expressly provide thatsuch policy or policies are primary overanyother collectible insurancethat CITY mayhave.The CITY reservesthe right atany time torequesta copy ofthe required policies for review.All policies shall contain a "severability of interest"or"cross liability"clause without obligation for premium paymentofthe CITY as well as contractual liability provision covering the Contractors dutyto indemnify the City as provided in this Agreement. Beforestartingthe Work,the FIRM shalldelivertothe CITY and CONSULTANT,ifany,certificatesof such insurance,acceptable to the CITY,as well as the insurance binder,if one is issued,the insurance policy,includingthe declaration page andallapplicable endorsements andprovidethe name,address and telephone numberofthe insurance agent orbrokerthroughwhomthe policy was obtained.The insurershallberated A.VII orbetterper A.M.Best'sKeyRatingGuide,latest editionandauthorizedto issueinsuranceinthe State of Florida.All insurancepoliciesmustbe written onformsapprovedbythe State ofFloridaandthey must remainin full forceandeffectforthedurationofthe contract periodwith the CITY.The FIRM mayberequiredbythe CITY,atitssolediscretion,toprovidea "certified copy"of thePolicy (as definedinArticle1ofthisdocument)whichshallincludethedeclaration page and all required endorsements.In addition,the FIRMshalldeliver,at the timeof delivery of the insurance certificate,the following endorsements: apolicyprovisionoran endorsement with substantially similar provisions as follows: "TheCityofSouth Miami is an additionalinsured.Theinsurershallpayall sums that theCityof South Miami becomes legally obligatedtopay as damages because of 'bodily injury",'property damage',or"personalandadvertising injury"andit will providetothe City allofthe coverage that is typically provided under the standard Florida approved formsforcommercial general liability coverage A and coverage B"; apolicy provision or an endorsement with substantially similar provisions as follows: "Thispolicyshallnotbe cancelled (including cancellation for non-payment of premium), terminated or materially modifiedwithoutfirstgivingtheCityof South Miami ten (10)days advanced written notice of the intent tomateriallymodify the policyorto cancel or terminate the policyforany reason.The notificationshallbe delivered totheCitybycertifiedmail,withproofof delivery to the City." Professional Liability Insurance onaFlorida approved formin the amount of $1,000,000 with deductible per claimifany,notto exceed 5%of the limitof liability providingforall sums which the FIRMshall become legally obligated topay as damages forclaims arising outof the services orwork performed by the FIRMits agents,representatives,Sub Contractors or assigns,orby any person employed or retained byhimin connection withthis Agreement.This insurance shall be maintained forfour years after completion ofthe construction and acceptance of any Project covered bythis Agreement.However, theFIRM may purchase Specific Project Professional Liability Insurance,in the amount and under the terms specified above,which is also acceptable.No insurance shall be issued bya surplus lines carrier unless authorized inwritingby the city at the city's sole,absolute and unfettered discretion. Contractor's Responsibility Prior to Receiving a Notice to Proceed PriortotheCityissuingaNoticeto Proceed,the contractor shalldeliveracopy(eitherhardcopyor, preferably,electronically)ofthe policy,includingthe declaration page ofthepolicyandall endorsements to the policy and provide the Citywith the name,address,including email address,and phone number of the contractor's insurance agent. The Contractor's insurance agent must provide the City with evidence thatthe insurer issuing the policy is licensed and authorized todo business in Florida,thatthe form ofthe policy being issuedhasbeen approved by theStateof Florida and thatthe insurance carrier thatis issuing the policy is not issuing the policy asa surplus lines carrier.The agent shall also provide a citation tothe page number ofthe policy, orthe form number of the endorsement,and highlight the relevant language ofthe portion of the policy and/or the endorsements that,in his orher estimation,meetsthe following City insurance requirements. a)the cityis an additional insured; b)coverageincludescontractual liability; c)the City will be provided at least 10 days advanced notice of any cancellation ofthe policy, including cancelation for non-payment of premium,and at least 30 days'advanced notice of any material changestothe policy orof cancellation for any reason other than non-payment;and d)either a policy provision oran endorsement providing thatthe policy is primary and non- contributory,such asan endorsement that provides thatthe vendor's policy is primary over all ofthe city's applicable insurance and that treats the city's policies as excess coverage. It may be that some ofthese provisions are combined into one endorsement or contained in the policy itself. If the policy does not have a provision or endorsement that provides the City with advanced notice of cancellation as required by the City,the contractor may still comply with the City's insurance requirement if the contractor provides the City with proof that the policy premium has been paid in full and provided the contractor makes arrangements with its insurance company to allow the City to confirm,monthly, that the policy is in full force and effect.In addition,the Contractor must either pay the City a monthly monitoring fee,currently set at$25per month,or have theamountdeducted from theContractor's draws/payments. Indemnification Requirement A.The Contractor accepts and voluntarily incurs all risks of any injuries,damages,or harm which might arise during the work or event that is occurring on the CITY'S property due to the negligence or other fault ofthe Contractor or anyone acting through oron behalf ofthe Contractor. B.The Contractor shall indemnify,defend,save and hold CITY,its officers,affiliates,employees, successors and assigns,harmless from any and all damages,claims,liability,losses,claims,demands, suits,fines,judgments or cost and expenses,including reasonable attorney's fees,paralegal fees and ' investigative costs incidental there to and incurred prior to,during orfollowing any litigation,mediation, arbitration and at all appellate levels,which may be suffered by,or accrued against,charged to or recoverable from the City ofSouth Miami,its officers,affiliates,employees,successors and assigns,by reason of any causes of actions or claim ofany kind or nature,including claims for injury to,or death of anypersonor persons and for the loss ordamagetoany property arising outofa negligent error, omission,misconduct,or any gross negligence,intentional actor harmful conduct of the Contractor,its contractor/subcontractor or any of their officers,directors,agents,representatives,employees,or assigns,or anyone acting through or on behalf of any ofthem,arising outof this Agreement,incident to it,or resulting from the performance or non-performance ofthe Contractor's obligations underthis AGREEMENT. C.The Contractor shall pay all claims,losses and expenses ofany kind or nature whatsoever,in connection therewith,including the expense or loss ofthe CITY and/or its affected officers,affiliates, employees,successors and assigns,including their attorney's fees,in the defense of any action in law or equity brought against them and arising from the negligent error,omission,oractofthe Contractor,its Sub-Contractor or any oftheir agents,representatives,employees,or assigns,and/or arising out of,or incident to,this Agreement,or incident toor resulting from the performance or non-performance of the Contractor's obligations under thisAGREEMENT. D.The Contractor agrees and recognizes thatneithertheCITYnoritsofficers,affiliates, employees,successors and assigns shallbeheldliableor responsible foranyclaims,includingthe costs and expenses of defending such claims whichmay result fromor arise outof actions or omissions of the Contractor,its contractor/subcontractor oranyoftheir agents,representatives,employees,or assigns,or anyone actingthroughoron behalf ofthethem,andarisingoutofor concerning the workor event thatisoccurringon the CITY'S property.Inreviewing,approvingorrejecting any submissions or actsoftheContractor,CITYinnoway assumes or shares responsibilityor liability forthe acts or omissions oftheContractor,itscontractor/subcontractororanyoftheir agents,representatives, employees,or assigns,or anyone actingthroughoron behalf of them. E.The Contractor has the dutytoprovidea defense withan attorney orlaw firm approved bythe Cityof South Miami,which approval will not be unreasonably withheld. F.However,as to design professional contracts,and pursuant to Section 725.08 (1),Florida Statutes,none of the provisions set forth herein above that arein conflict with this subparagraph shall apply and this subparagraph shall set forth the sole responsibility of the design professional concerning indemnification.Thus,the design professional's obligations as to the Cityandits agencies,as well as to its officers and employees,isto indemnify and hold them harmless fromliabilities,damages,losses,and costs,including,but not limited to,reasonable attorneys'fees,to the extent caused by the negligence, recklessness,or intentionally wrongful conduct of the design professional and other persons employed or utilized by the design professional in the performance of the contract. RESOLUTION NO.:151-13-13969 A Resolution authorizing the City Manager to execute a Professional Service Agreement provided under Florida Statute 287.055 Consultant's Competitive Negotiation Act "CCNA",with EAC Consulting,inc,Marlin Engineering,Inc.,The Corradino Group,Inc.,SRS Engineering,lnc„R.J.Behar and Company,Inc,T.Y.Lin International,Stanley Consultants,Inc.,Sol-Arch,Inc.,Civil Works,Inc.,C.H.Perez &Associates Consulting Engineers,Inc.,for the following professional services:Architecture,Civil/Environmental Engineering,Structural,and Traffic &Transportation Engineering. WHEREAS,the Mayor and City Commission desire to enter into service agreements for professional services for the following categories;Architecture,Landscape Architecture,Civil/Environmental Engineering, Structural,Traffic and Transportation Engineering;and WHEREAS,pursuant to Florida Statute 287.055 forCCNA,the City solicited qualification from interested firmsand the City'sreview committee conducted a thorough reviewofthe qualifications ofthefirms that responded to the solicitation,and upon evaluation the firms were ranked ;and WHEREAS,the City met with the firmsand reviewed the proposed hourlybilling rates and the following firmshave agreed uponthehourly billing rates disclosed inthe Professional Service Agreement request for qualifications;EAC Consulting,Inc,MarlinEngineering,Inc.,The Corradino Group,Inc.,SRS Engineering,Inc., R.J.Behar and Company,Inc.T.Y.Lin International,Stanley Consultants,Inc.,Sol-Arch,Inc.,Civil Works,Inc.,C.H. Perez &Associates Consulting Engineers,Inc.;and WHEREAS,the Mayor and City Commission desires to authorize the City Manager to execute the professional service agreements. NOW,THEREFORE,BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI,FLORIDA THAT: Section 1:The City Manager is hereby authorized to execute the formofthe professional service agreement that is attached,for the negotiated hourly rates in accordance with the procedure set forthinFlorida Statute 287.055 (Consultant's CompetitiveNegotiationAct)withEACConsulting,Inc,Marlin Engineering,Inc.,The Corradino Group,Inc.,SRS Engineering,Inc,,R.J.Behar and Company,Inc,T.Y.Lin International,Stanley Consultants,Inc.,Sol-Arch,Inc.,Civil Works,Inc.,C.H.Perez &Associates Consulting Engineers,Inc Section 2:If any section clause,sentence,or phrase ofthis resolution isfor any reason heldinvalidor unconstitutional bya court of competent jurisdiction,the holdingshallnot affect thevalidityoftheremaining portions of this resolution. Section 3:This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 6th dayof August 2013. BT:APPROVED: CITY ATTORNEY COMMISSION VOTE: Mayor Stoddard: Vice Mayor Liebman Commissioner Newman: Commissioner Harris: Commissioner Welsh: 5-0 Yea Yea Yea Yea Yea City of South Miami PUBLIC WORKS &ENGINEERING DEPARTMENT 4795 SW75lh Avenue Miami,FL 33155 Tel.(305)663-6350 Fax (305)668-7208 TO:Steven Alexander,City Manager FROM:Jorge L.Vera,Capital Improvement Project Manager DATE:August 6,2013 South Miami AMmertcaCi \III IS Resolution:A Resolution authorizingtheCity Manager to execute a Professional Service Agreement provided under Florida Statute 287.055 Consultant's CompetitiveNegotiationAct "CCNA", withEAC Consulting,Inc,Marlin Engineering,Inc.,The Corradino Group,Inc.,SRS Engineering,lnc„R.J.BeharandCompany,Inc,T.Y.LinInternational,Stanley Consultants,Inc.,Sol-Arch,Inc.,Civil Works,Inc.,C.H:Perez &Associates Consulting Engineers,Inc.,for the following professional services:Architecture,Civil/Environmental Engineering,Structural and Traffic&Transportation Engineering. Background:On June 4,2013,..theCity Commission approved aresolution (#120-13-13938) authorizing the City Manager to negotiate hourly billing rates and to execute a ProfessionalServiceAgreement with thefirmsthatwereselectedfromourrequestfor qualificationsRFQ#PW-S2013-04 forArchitecture,Landscape Architecture, Civil/Environmental Engineering,Structuraland Traffic &Transportation Engineering. Ofthe24firmsselected,City staffhasmet with and reviewed theproposed hourly billing rates for the above referenced firms.Afternegotiatingan acceptable hourly billing rate with the firms*thefirmsenteredintoaProfessionalServiceAgreementinordertoprovide professional engineering services totheCity at the agreed hourly billing rateforfuture projects. Inanefforttoprovide transparency and accountability,thehourly billing rateperjob classification isbasedon FDOTs ConsultantWageAverageReportforthe period of May 2012toMay2013isattached.Thereportisbasedonan FDOT yearly data collection and analysis ofthe prevailing hourly wageratebyjobclassification within different geographical areas intheState.Ourgeographical area is within District6which encompasses Miami-DadeandMonroe Counties.The rates inthe report are negotiated unloaded rates whichprovidepersonnel hourly billing rateperclassificationexcluding company overhead and benefit.Tothehourly negotiated unloaded rate,each firm adds a multiplierforthe company's overhead andbenefits.ThemultiplierinDistrict6 ranges from 2.5to 3.1,depending onthesizeofthe firm. Please findbelowthefirmsthathavesubmittedasignedProfessionalService Agreement,whichincludestheirnegotiatedhourly billing rateplusthe multiplier.Upon furtherfuturenegotiations,additionalfirms will be presented totheCityCommissionfor their approval. •EAC Consulting,Inc. •Marlin Engineering,Inc. •The Corradino Group,Inc. •SRS Engineering,Inc. •R.J.Behar and Company,Inc. •T.Y.Lin International •Stanley Consultants,inc. •Sol-Arch,Inc. •Civil Works,Inc. •C.H.Perez &Associates Consulting Engineers,Inc. UponapprovaloftheProfessionalServicesAgreementsbythe City Commission,City staff will request quotes forCityprojectsfrom individual firmsonarotatingbasisandin accordance withFlorida Statutes 287.55 CCNA.The quotes will be negotiated based on the scope ofaproject,durationandthecontractualhourly billing rate.UpontheCitystaff negotiatingafinal cost toperformtherequiredproject,aresolution will be presented tothe City Commission for their approval. Please note that the execution of these Professional General Service agreements does not commit the Cityto any maximum amount of fees nor guarantee anywork." Attachments:Proposed Resolution Blank Professional Service Agreement Signed Professional Service Agreements -CD Listed consultant hourly billing rates FDOT Consultant wage average report Resolution 120-13-13938 Sunbiz PROFESSIONAL SERVICE AGREEMENT General TWB<s t.T^wp>e7^ervices THIS AGREEMENT made andenteredintothis28th day ofJune2013byand between the CITY OF SOUTH MIAMI,a political subdivision oftheStateof Florida andThe Corradino Group,Inc. authorized to do business in the State of Florida,hereinafter referred to as the "CONSULTANT*. In consideration ofthepremisesand the mutualcovenantscontainedinthis AGREEMENT,the CITY OF SOUTH MIAMI,through itsCity Manager,agrees to employ the CONSULTANT foraperiod ending on Au^6 t'2&\(p ,and the CONSULTANT agrees to be available,continuing basis,to perform professional servicesinconnectionwith projects)wherethe basic estimatedconstructioncostsofeach individual projectdoesnotexceed $2,000,000.00 orwherethe individual studydoesnotexceed $200,000.00,herein after called the "SERVICES". 1.0 General Provisions I.I The CONSULTANT maybeawardedworkand issued aNoticetoProceedto provide professional services foraproject,foraportionofa project,orfordiscretetasksonaproject Additional Professional Services,forthepurposeof reviewing work performed byother professional consultants or for other miscellaneous engineering servicesthatmayberequired. 1.2 ANoticetoProceed will be issued onanasneeded basis atthesole discretion oftheCity Manager,or his designee,hereinafterreferred to as "CITY".TheCityofSouth Miami reserves,at all times,therighttoperformanyandallengineering work in-house or with other engineers.This AGREEMENT doesnotconferonthe CONSULTANT any exclusive rights to performworkonbehalf of the CityofSouth Miami,nordoesitobligatetheCityofSouth Miami inanymannertoguarantee work forthe CONSULTANT.The CONSULTANT may submitproposalsforany professional services forwhichproposalsmaybe publicly solicitedbytheCityofSouth Miami outsideofthis AGREEMENT. 1.3 The CITY will conferwiththe CONSULTANT beforeanyNoticetoProceedis issued to discuss the scopeofthework;thetimeneededtocompletetheWORKandthefeefortheservicestobe rendered in connection with the WORK. 1.4 The CONSULTANT will submitaproposaluponthe CITY'S requestpriortothe issuance ofa Notice to Proceed.Nopaymentwillbemadefor the CONSULTANTStimeandservicesinconnection with the preparationofanyproposal. 1.5 The CITY agrees that itwillfurnish to the CONSULTANT plansand other data available in the CITY files pertaining totheWORKtobeperformedunderthis AGREEMENT promptlyaftereachNotice to Proceed. 1.6 TheCONSULTANTagrees to produce anddistributeminutes,promptlyaftereachmeetingat whichthe CONSULTANTS presenceisrequired. Page I of32 Professional Service AGREEMENT Tpepe©!2-3l-!2 (Revised SK4-3-13,GM 6-18-13) 1.7 TheCITYmaydesignatea representative who,onbehalfof the CityManagershallexamine the documents submitted bythe CONSULTANT andshall render decisionspromptly,toavoidunreasonable delayinthe progress of the CONSULTANTSservices.TheCONSULTANTshallkeepthe CITY'S representative advisedon the project status atalltimes. 1.8 TheCITY agrees to issueall directives andapprovalinwriting. 2.0 Professional Services 2.1 General Services Theprofessionalservices to beprovidedby the consultant maybe one or more ofthe following, and include but not limited to: A.Roadway Engineering toinclude streets,sidewalk,curb,gutter,drainage,associated traffic control devices,stripping,lighting,irrigation,speed reduction devicesand residential landscaping. B.Drainage Design includes the necessaryanalysis needed to implement proposed drainage improvements,preparationof paving anddrainageplanfor municipal building and facilities. C Civil Engineering,to includeDistributionSystems Improvement /Analysis anddesign andSanitary Sewer SystemEvaluationanddesign. D.Environmental Engineering,including,siteinvestigationanddesignneeded to prepare remediation plans to mitigate underground storage tanks,hazardous waste materialsand asbestos materials. E.Traffic Engineering Services will includedailyvolumecounts,data analysis,preparation of conceptual improvementsplan,present reports and recommendations tostakeholders and preparation of final trafficengineering report F.Architectural Services to providedrawingsandspecificationsfornew constructions as well as additions and renovations;attend meetings withCity staff and presentations to City Commission;provide plans developed on AutoCAD latest version andcopiesof reproducible hardcopyanddisketteofplansinthe requested format. G.Landscape Architecture including providingdrawingsandspecificationsforlandscape projects;site master planning,analysis anddesign,urbandesignplans/conceptdiagrams, open space planning,analysis anddesign;community planning,analysisanddesign;natural resource planning analysis and design;Parksdesign;renderings/modeling;provideplans developed on AutoCAD latestversionandcopiesof reproducible hardcopyanddiskette ofplansin the requested format. H.Registered Surveying and Mapping Other incidental services associated to the above items. Page2of 32 Professional Service AGREEMENT Tpepe©12-31-12 (RevisedSK 4-3-13,GM 6-18-13) 2.2Design&Construction -BasicServices The Basic Services,for design andconstruction,consistofsix(6)phases described in Paragraph 2.2.1 through 2.2.6.Thescopeoutlinedbelowis applicable initsentiretytoprojectsforwhichcompleted Basic Services are authorized. Upon authorization toproceed from theCITY,the CONSULTANT agreestoprovidecomplete professional services foranyportionor all ofthesix Phases outlinedbelow applicable toits profession.The CONSULTANT agreestoco-ordinateitseffortwiththatofanyother providers of professional services to assureacoordinatedand complete WORK.In a multi-professionally consulted project,the lead CONSULTANT,as designated bytheCITY,shall prepare the final bid package including biddocumentsand specifications,which shall bepreparedby,andbethe responsibility oftherespective disciplines. 2.2.1 Phase l-Prelimlnary andSchematic Design: AThe CONSULTANT shall conferwithrepresentatives of theCITYandtheenduser to determine the full scopeof the Projectthatwill meet theprogramrequirements,and shall advise the CITYif,inthe CONSULTANT'S opinion,the allocated fundsareadequateto accomplish the programrequirements,asdefinedbyan individual purchaseorderfor the specific work to be performed. B.The CONSULTANT shall useproperandadequate design controltoassuretheCITYthat the program requirements willbe met C.TheCONSULTANT shall prepare a Design Concept and Schematic Report,comprising of the Project Timetable(Master Schedule),Planning Summary (unless advised otherwise), SchematicDesignStudies(unlessadvisedotherwise)asdefinedbelow,andtheStatement of Probable Construction Cost D.The Proposed Project Timetable shall consistofa schedule showing the proposed completion dateoneach Phase ofthe Project through design,bidding,construction,and proposeddate of completion. E.The Planning Summary (unless advised otherwise)shall consistofa vicinity plan and blow upoftheSite(if applicable)showing Project orientation,andabrief summary of all pertinent planningcriteriausedfor the Project. F.The Schematic Design Studies (unless advised otherwise)shall consistof all plans, elevations,sections,etc.asrequiredtoshowthescaleand relationship ofthepartsandthe design conceptofthewhole.Asimple perspective sketch,rendering,modelor photograph thereof maybeprovided to furthershowthe design concept G.TheCONSULTANT shall presentthe Schematic design studies tothe appropriate commission,committee,agencyorboard(hereinaftercollectivelyreferredtoas "Boards") fortheir approval when theprojectrequiressuchapprovalTheConsultant shall make copies necessary for presentation to the Boardatnoadditional cost to City. H.The CONSULTANT shall presentthe schematic design studiesto all the appropriate utility companies (suchas FPL,Southern Bell,Dynamic Cable,MDWASA,etc.)forany conflict with their utilities. Page3 of 32 Professional Service AGREEMENT Tpepe©!2-31-12 (RevisedSK 4-3-13,GM 6-18-13) I.The Statement of Probable Construction Cost shallinclude estimated cost of the Project including fixedequipment,professional fees,contingencies(ifany),escalationfactors adjusted to the estimated biddate,movable estimate (ifany),andutilityservice extensions (if applicable).The CONSULTANTS opinionsof probable TotalProjectCostsand Construction Cost are to bemadeon the basis of the CONSULTANTS experience and qualifications andrepresentCONSULTANT'Sbestjudgmentasanexperiencedand qualifiedprofessional,familiar with the local construction industryandprices. J.The CONSULTANT shall submitand present two (2)copies of all documents required under this Phase,without additionalcharge,forapprovalby the CITY anditshall not proceed with the next Phaseuntil directed by the CITY inwriting. 2.2.2Phase II —Study andDesign Development A.From the approvedSchematicDesign documents,the CONSULTANT shall prepareDesign Development Documents,comprising the drawings,outline specificationsand other documents to fixand describe the sizeandcharacter of the entire Projectas to construction and finish materialsand other items incidental thereto asmaybeappropriateand applicable. B.The Design Development Documents shall comprise the ProposedProjectTimetable (updated),Outline Specifications,Updated Statement of Probable Construction Cost and Design Development Drawings,etc,asrequired to clearlydelineate the Project If the Updated Statement of Probable Construction Cost exceeds the allocatedfunds,feasible cost or scope reduction options shall beincluded. C.The CONSULTANT shallsubmitandpresent two (2)setsofall documents requiredunderthis Phase,without additionalcharge,forapprovalby the CITYand not proceed with the next Phaseuntil directed by the CITY inwriting. D.The CONSULTANT shall at all times monitor the Probable Construction Costs to make certain they remainwithinthetotalallocated budget ANoticetoProceed to Phase III will not be issued if the latest statement of Probable Construction Cost exceeds the total allocated funds. 2.2.3 Phase III ~Final Design /Construction Documents Development: A.From the approvedDesign Development Documents,the CONSULTANT shallprepare Final Construction Documents setting forthindetail the requirements for the construction of the Projectincluding the Proposal(Bid)Formand other necessaryinformationforbidders, Conditions of the Contract and Complete Drawingsand Specifications.The CONSULTANT shalluse Construction Specifications institute (CSI)Standardsand the City of South Miami Standardformsfor the preparation of the proposal (bid)forms,Instructions to Bidders, conditions of Contract and Specifications.The CONSULTANT shall review all existing City Specifications,forcompletenesspriortouseand shall supply all needed additional specifications.The final draft of the construction documents shall meet the requirements of and be approved by the City Attorney. B.The Construction Documents shall bepreparedinamannerthatwillassureclarity of line work,notes,and dimensions when the documents are reduced to 50%of their size.All drawings shall beon 24"x36"paper ("D"size),onthe CITY'S standard sheetformatunless Page4of32 Professional Service AGREEMENT Tpepe©!2-31-12 (RevisedSK 4-3-13,GM 6-18-13) approved otherwise. C.Allconstructiondocuments shall besubmittedinboth"hard copy"andelectronicmediaina mutuallyagreeduponelectronicformat,butgenerallyasfollows: L Non-drawingsubmittalsinMicrosoftOffice Word format 2.Drawingsin AutoCAD format. 3.GIS files should be in ArcView format Version 3.2. D.When the development of the drawings hasprogressed to atleast50%completionin Phase IK,the CONSULTANT shall submit two (2)copiestotheCITYfor approval,without additionalcharge,alongwithupdatedoudinespecifications.The CONSULTANT shall also submit atthis time an updated Statement of Probable Construction cost asindicatedby time factor,changes inrequirements,or general marketconditionsandanupdatedProject Schedule. EThe CONSULTANT shall notproceedwiththefurtherdevelopment until approval of the documents isreceivedfrom the CITY inwriting.The CONSULTANT shall make all changes to documents required by the CITY before proceeding further.A set of the revised documents shall bereturnedto the CITYafter incorporating all ofthe changes,ifany. F.A Notice toProceedforthecompletionof Phase 111 will not beissuedifthelatestStatementof Probable Construction Cost exceeds the total allocated funds,unless the CITY increases the total allocated fundsorthe CONSULTANT and the CITY agreesonmethodsofcost reductionssufficienttoenableconstructionwithintheprojectbudget G.Upon 100%completion of the Construction Documents,the CONSULTANT shall submitto theCITYa final,updatedStatementof Probable ConstructionCostalongwith two (2)copies each of the final draft of all drawings,specifications,reports,programs,etc.,without additional charge,fora final review and comments orapprovals. H.TheCONSULTANT shall make all the necessary presentations tothe appropriate CITY Boardswhichwouldbenormallyrequiredofanyconstructionproject(suchas Environmental ReviewBoard,HistoricalPreservationBoardetc.)for the final approval. I.The CONSULTANT atnoextracosttotheCITY shall make all required changes or additions andresolve all questionsresultingfrom Board review(see paragraph H)ifthe changes or additionsdo not alter the scope of the projectasdeterminedunder paragraph 2.2.1 A.The 100%complete final ConstructionDocuments shall bereturnedtotheCITYfor final approval. Upon final approvalby the CITY,the CONSULTANT shall furnish to the CITY drawings and specifications,without additional chargetotheCITYfor bidding purposes,unlessinstructed otherwise. J.The CONSULTANT shall arrange for"dry runs"and/ormake final submissions to appropriate authorities (regulatory agencies to includeand not limited to City,County,State or Federal)as necessary,to ascertain that the Construction Documents meet the necessary requirements to obtainall the necessary permitsforconstruction.The CONSULTANT shall respondto all technical questions fromregulatory agencies.The CONSULTANT shall modify,atno additional cost to CITY,in order to acquire the necessarypermits. Page 5of32 Professional Service AGREEMENT Tpepe©!2-31-12 (RevisedSK 4-3-13,GM 6-18-13) 2.2.4Phase IV -BiddingandNegotiation Phase: AUponobtaining all necessary approvals of the Construction Documents,and approval by the CITY of the latest Statement of Probable Construction Cost,the CONSULTANT shall furnish the drawings and specifications asindicatedabovefor bidding,andassist the CITYin obtainingbidsaswellasawardingandpreparing construction contracts.The CONSULTANT shall attend all pre-bid conferences.The CONSULTANT shall bepresent during the bidopeningandaspartofitsassistance to the CITYwill tally,evaluateandissue a recommendation to the CITY afterverifying bond,insurance documents,questionnaire and reference submitted by the constructor. B.The CONSULTANT shallissue Addenda to the Construction Documents through the CITY as appropriate to clarify,correct or changeBid Documents.. C.If Pre-Quaiification of biddersisrequiredassetforthin the Request for Qualification,the CONSULTANT shall assistCityindeveloping qualification criteria,review qualifications of prospectivebidders,andrecommendacceptanceorrejection of theprospective bidders. D.Ifthe lowest responsibleBaseBidreceived exceeds the TotalAllocated Funds theCITY may: 1.Approve the increaseinProject Cost andawarda constructioncontract or, 2.reject allbidsandrebid the Projectwithinareasonable time withnochangein the Project or 3.Direct the CONSULTANT torevise the Project scope or quality,or both,as approvedby the CITYandrebid the Project,or 4.Suspend or abandon the Project or 5.Exercise all options undertheCity Charter andStateLaw. NOTE:Underitem(2)and(3)above,the CONSULTANT shall,without additional compensation, assist the CITYinobtainingre-bids,and awarding the re-bid of the project.Underitem(3)above, the CONSULTANT shall,without additional compensation,modify the Construction Documents asnecessary to bringthe Probable Construction Cost within the TotalAllocated Funds whenthe lowestresponsiblebidis over 15%ofthe CONSULTANT estimate.Allconstructioncontracts must beapproved by the-Gity Commission after theCity awards thecontractfor commission approval. E.For the purposeofpaymenttothe CONSULTANT,the Bidding Phase will terminateand the services of the CONSULTANT willbe considered complete uponsigning of an AGREEMENT witha Contractor.Rejection of bidsby the CITY does not constitute cancellation of the project 2.2.5 Phase V -General Administration of the Construction Contract: A The Construction Phase will beginwiththeCityCommissionapprovaloftheawardofthe Construction Contract andwillend when the Contractor's final PaymentCertificateis approvedandpaidby the CITY. B.The CONSULTANT,asthe representative of the CITY during the Construction Phase, shall adviseandconsultwiththeCITYand shall haveauthority to actonbehalf of the CITY Page6 of 32 Professional Service AGREEMENT Tpepe©12-31-12 (RevisedSK 4-3-13,GM 6-18-13) to the extent providedin the GeneralConditionsandasmodifiedin the Supplementary Conditions of the Construction Contract. C.The CONSULTANT shall attendpre-constructionmeetings. D.The CONSULTANT shall at all timeshaveaccess to the project wherever itisin preparation or progress. E.The CONSULTANT shall visitthesiteatleastweeklyandat all key construction eventsto ascertain the progress of the Projectand to determine ingeneralif the WORK is proceedingin accordance with the Contract Documents.On the basisofon-site observations,the CONSULTANT willuse reasonable andcustomarycareto guard the CITY against defectsand deficiencies in the WORK.The CONSULTANT maybe required to provide continuous daily on-siteobservations to check thequalityorquantity of the WORK asset forth inthis AGREEMENT and defined bytheScopeofWORK issued for the individual project.Onthebasis of theon-siteobservations,the CONSULTANT will advise the CITYas to the progressofandany observed defectsand deficiencies inthe WORK immediatelyinwriting. F.The CONSULTANT shall furnish theCITYwithawrittenreport of all observationsofthe WORK madebyhimduringeachvisittothe WORK.He shall alsonotethe general status andprogressofthe WORK,and shall submitsameinatimely manner.The CONSULTANT shall ascertain at least monthlythatthe Contractor is making timely, accurate,and complete notationsonrecorddrawings. G.Based onobservationsatthesiteandontheContractor's Payment Certificate,the CONSULTANT shall determine the amount due the Contractor on account and he shall recommend approval of the Certificate insuchamounts.The recommendation of approval of aPaymentCertificate shall constitutearepresentationbythe CONSULTANT to the CITY that the CONSULTANT certifies tothe CITY thatthe WORK has progressed to the pointindicated,andthequalityofthe WORK isinaccordancewith the Contract Documents subject to: 1.An evaluation ofthe WORK for conformance withtheContractDocumentsupon substantial completion. 2.Theresultsofanysubsequenttests required bytheContractDocuments. 3.Minor deviations fromtheContractDocumentscorrectablepriortocompletionand acceptance of the project. H.The CONSULTANT shall havean affirmative dutytorecommend rejection ofWORK, which does not conform to the Contract Documents.Whenever,initsreasonable opinion,the CONSULTANT considersitnecessaryor advisable toinsure compliance with theContractDocuments,it will have authority (withtheCity'sprior approval)to recommend special inspectionsortestingofany WORK deemednottobein accordance with the Contract Documents whether or not such WORK has been fabricated and delivered to the Project or installedand completed. I.The CONSULTANT shall promptlyreviewandapproveshop drawings,samples,and other submissions of the Contractor for conformance with the design concept of the ProjectandforcompliancewiththeContractDocuments.Changesorsubstitutionsto the Contract Documents shall not be authorized without concurrence with the CITY. Page7 of 32 Professional Service AGREEMENT Tpepe©l2-3I-I2 (RevisedSK 4-3-13,GM 6-18-13) J.The CONSULTANT shall reviewand recommend actiononproposedChangeOrders initiatedby others,andinitiate proposed change orders asrequiredbyits own observations or the requirement of theCITY. K.The CONSULTANT shall examinethe WORK uponreceiptof the Contractor's Certificate of Substantial Completion of the Project APunchList of any defects and discrepancies in the WORK required to be corrected by the Contractor shallbe preparedby the CONSULTANT in conjunction with representatives of the CITY and satisfactory performance obtained before the CONSULTANT recommends execution of Certificate of Final Acceptance and final payment to the Contractor.Heshallobtain from the Contractor all warranties,guarantees,operatingandmaintenance manuals for equipment releases of lienandsuch other documents and certificates asmaybe required byapplicable codes,laws,policyregulations,the specifications and the other Contract Documents and deliver them to the CITY. L The CONSULTANT shallprovideassistanceinobtaining Contractor's compliancewith the Contract Documents relativeto,I)initial instruction of CITY personnel in the operation andmaintenance of anyequipmentorsystem,2)initial start-upandtesting,adjusting and balancingof equipment andsystems,and,3)final clean-up of the project. M.The CONSULTANT shall providethe contractor with three sets of drawingslabeled "Construction Plans*'forpermitfrom Public Works. 2.2.6 Phase VI -Post Construction Administration A.The CONSULTANT shall prepareandprovide the CITYwitha written manual,tobeused bytheCITY,outlining the implementation plan of all therequiredmaintenancenecessary to keeptheproposed WORK operational inasafeandeffectivemanner. B.The CONSULTANT shall furnish to the CITY,reproduciblerecord (as-built)drawings updatedbased on informationfurnishedby the Contractor,suchdrawingsshall become the property of the CITY. C.The CONSULTANT shallassistintheinspection of the WORK one month before the expiration of any guarantee period or the sixth month whichever isearlierand report any defective WORK in the Project under terms of the guarantee/warrantiesfor correction. The CONSULTANT shall assisttheCITYwiththeadministration of guarantee/warranties for correction of defective WORK thatmaybediscoveredduring the saidperiod. D.The CONSULTANT shallfurnish the City witha3-ring binder labeled "Close-out Documents"that willinclude,asa minimum,a copy of. •Certificates of completion •As-Builts (1/2 size) •Test Results •Daily construction inspection reports •Progress meeting minutes •Approved shopdrawings Page8 of 32 Professional Service AGREEMENT Tpepe©!2-31-12 (RevisedSK 4-3-13,GM 6-18-13) •Warranty manuals as applicable •.Final release of liens •Final payment to contractor 2.3 Additional Professional Services Additional Services as listed beloware normally consideredtobebeyondthescopeofthe Basic Services fordesignandconstruction,asdefinedinthisAGREEMENT,butwhichare additional services .which maybe authorized within the Scope of Work given the CONSULTANT. A.Special analysis of theCITY'Sneeds,and special programming requirementsforaproject B.Financial feasibility,lifecyclecosting or other specialstudies. C Planning surveys,site evaluations,orcomparativestudiesofprospectivesites. D.Design services relative tofuture facilities,systemsand equipment,whicharenot intended to be constructed aspart of aspecificProject. E.Services to investigate existingconditions (excluding utilities)or facilities ortomakemeasured drawings thereof,ortoverifythe accuracy of drawings orother information furnished by the CITY. F.Professional detailed Estimates ofConstructionCost consisting of quantity surveys itemizing all material,equipment andlaborrequiredforaProject G.Consultation concerning replacementofany WORK damaged by fire orother cause during construction,and furnishing professional servicesofthetypesetforthin Basic Services as mayberequired relative toreplacementofsuchWORK,providing thecauseis found by the CITY to be other thanbyfaultof the CONSULTANT. H.Professional servicesmade necessary bythe default oftheContractororbymajordefectsin the WORK undertheConstructionContract providing thecauseis found bytheCITYto be other thanbyfault of the CONSULTANT. I.Making majorrevisions changing theScopeofaprojectto drawings and specifications when suchrevisionsareinconsistentwithwritten approvals orinstruction previously given bythe CITY andaredue to causesbeyond the control of the CONSULTANT. (Major revisionsaredefinedasthose changing theScopeand arrangement ofspacesand/or scheme or anyportion). J.The services of one or more full-timeProjectRepresentatives. K.Preparing to serve or servingasan expert witnessinconnectionwithanyarbitration proceeding or legal proceeding in connection with aProject. L Professional servicesrequiredafterapprovalby the CITY or the Contractor's Requisition for Final Payment except as otherwise requiredunder Basic Services. M.Preparing supportingdata,drawings,andspecificationsasmayberequiredforChange Orders Page 9 of 32 Professional Service AGREEMENT Tpepe©12-31-12 (RevisedSK 4-3-13,GM 6-18-13) affecting thescopeofa Project provided the Changes aredueto causes found bythe CITY tobebeyondthecontroloftheCONSULTANT. 3.0Timefor Completion Theservicestobe rendered bythe CONSULTANT forany WORK shall be commenced uponwritten NoticetoProceedfromtheCITYsubsequenttotheexecution of this AGREEMENT and shall be completed within the time basedonreasonabledetermination,statedin the said Notice toProceed. A reasonable extensionoftime will be granted intheeventthereisa delay onthepartoftheCITYin fulfilling itspartofthe AGREEMENT,change ofscopeofworkorshouldanyothereventsbeyondthe control of the CONSULTANT render performanceofhisdutiesimpossible. 4.0 Basis of Compensation The CONSULTANT agreestonegotiatea"nottoexceed"feeorafixedsumfeeforeachofthe WORK assigned tohimbasedontheScopeofsuchWORK.Upon AGREEMENT ofafee,theCITY will issuea written authorization toproceed to the CONSULTANT.In case of emergency,theCITYreservesthe righttoissueoralauthorization to the CONSULTANT,withtheunderstandingthatwrittenconfirmation will follow immediately thereafteras possible.For reproduaionof plans and specifications,beyondthe requirementsasidentifiedunderthis AGREEMENT theCITYwillpay the directcosts. Thefeesfor Professional ServicesforeachProject shall bedeterminedbyone of the following methodsor acombinationthereof,asmutuallyagreeduponbytheCITYandthe CONSULTANT. Afixedsum:Thefeeforatask or ascopeof work maybeafixedsumasmutuallyagreeduponbytheCITY and the CONSULTANT: Page 10 of 32 Professional Service AGREEMENT Tpepe©12-31-12 (RevisedSK 4-3-13,GM 6-18-13) Hourly Rate Fee The CITY agrees to pay,and the CONSULTANT agrees to accept,forthe services rendered pursuant to this AGREEMENT,fees in accordance with the following: Category Hourly Rate Principal $192.30 Project Manager $150 SeniorEngineer $162.05 Engineer $115.51 Construction Manager $126.00 Construction Inspection $72.12 Senior Draftsman/Technical/CADD Operator $156.46 Draftsmen $108.18 DataProcessing/Clerical $69.15 Hourlyrates will include all wages,benefits,overheadand profit. Page II of 32 Professional Service AGREEMENT Tpepe©!2-31-12 (RevisedSK 4-3-13,GM 6-18-13) 5.0Paymentand Partial Payments The CITY will make monthly paymentsor partial payments to the CONSULTANT for all authorized WORK performedduring the previouscalendarmonth.Fordesignand construction projects where fee foreachphaseis not specified,suchpayment shall,in the aggregate,notexceedthepercentageofthe estimated total Basic Compensation indicated below foreachphase: •15%upon completion andapproval of Phase I. •35%upon completion andapproval of Phase II. •55%uponsubmittalandapprovalof50%complete drawingsandoutline specifications of Phase 111. •75%upon 100%completion andapprovalofPhases III and IV. •90%upon completion of the Projectandapproval of all WORK PhaseV). •100%upon final completion andapprovalof WORK elements AandB of PhaseVI. The CONSULTANT shall submitan original invoiceto the City'sproject representative foreachpayment certifying the percentage of the WORK completed bythe CONSULTANT. The amount of the invoices submitted shallbe the amount due forall WORK performed to date,as certifiedby the CONSULTANT. Therequestforpayment shall includethe following information: Project Name and CONSULTANTS Name. Total Contract amount (CONSULTANTS lumpsumnegotiated),if applicable. Percent of work completed. Amount earned. Amount previouslybilled. Due this invoice. Balance remaining. Summaryof work donethis billing period. Invoice number and date. CONSULTANTS W-9 Upon request by the CITY the CONSULTANT shall provide the CITY with certified payroll datafor the WORK reflectingsalariesand hourly rates. 6.0Right of Decisions Allservices shall be performed by the CONSULTANT to the satisfaction of the CITTs representative,who shall decide all questions,difficulties anddisputesofwhatevernaturewhichmay arise underorbyreasonof thisAGREEMENT,the prosecutionand fulfillment of theservices,and the character,quality,amount and valueandtherepresentative'sdecisionsupon all claims,questions,anddisputes shall be final,conclusive and bindingupon the partiesunlesssuch determination isclearlyarbitraryorunreasonable.In the event that the CONSULTANT does not concurin the judgment of the representativeastoanydecisionsmadebyhim,he shall present his written objections to the CityManagerandshallabideby the decision of the City Manager. Nothinginthissection shall mean to deny the right to arbitrate,by either party,inaccordancewiththe appropriate Arbitration Rules of the American Arbitration Association. Page 12 of 32 Professional Service AGREEMENT Tpepe©l2-3I-I2 (RevisedSK 4-3-13,GM6-18-13) 7.0 Ownership of Documents Allreportsand reproducible plans,andother data developedbytheCONSULTANTforthepurposeof this AGREEMENT shall become thepropertyoftheCITY without restrictionor limitation inconnection with the owner'suseandoccupancyoftheprojectReuseofthesedocumentswithoutwritten AGREEMENT fromthe CONSULTANT shall betheCITY'Ssoleriskandwithout liability and legal exposure to the CONSULTANT. When each individual sectionofthe WORK underthis AGREEMENT iscomplete all ofthe above applicable data shall be delivered to the CITY. 8.0Court Appearances.Conferencesand Hearings Nothinginthiscontract shall obligate theCONSULTANTto prepare foror appear in litigation on behalf of theCITYwithout additional compensation exceptforanydispute arising outofthiscontract unless the CONSULTANToritsemployeeis subpoenaed totestifyasa fact witness.The amount of such compensationforexpert preparation andtestimonyor consultation shall be mutually agreed uponandbe subjecttoa supplemental AGREEMENT approved bytheCity Commissioners and upon receipt ofwritten authorizationfromtheCITYpriortoperformanceofacourt appearance andconference. The CONSULTANT shall conferwiththeCITYatanytime during construction ofthe improvement contemplated asto interpretation of plans,correction oferrors and omissions and preparation of any necessary plan thereoftocorrect such errors and omissions or clarify without added compensation. 9.0 Notices Any notices,reports or other written communicationsfrom the CONSULTANT to the CITY shall be considered delivered whenreceivedbytheCITY.Anynotices,reportsor other communications fromthe CITYtothe CONSULTANT shall be considered delivered when received bythe CONSULTANT orits authorized representative. 10.0 Audit Rights The CITYreserves the right to audit the recordsofthe CONSULTANT related to this AGREEMENT at anytime during theexecutionofthe WORK and fora period ofoneyearafter final payment is made.This provisionis applicable only to projects that areona time and cost basis. 11-0 Subletting TheCONSULTANT shall notsublet assign,or transfer any WORK underthis AGREEMENT withoutthe prior written consent of the CITY. 12.0 Warranty TheCONSULTANT warrants thatithasnot employed or retained any company or person,other than a bonafideemployeeworkingsolelyforthe CONSULTANT,tosolicit or securethiscontractandthathe hasnot paid or agreed topayany company or person otherthanabona fide employee working solely for theCONSULTANTany fee,commission,percentage fee,gifts oranyother considerations contingent upon orresultingfrom the awardormakingofthis contract Forbreachor violation ofthis warranty,theCITY shall havetherightto annul thiscontractwithout liability. Page 13 of 32 Professional Service AGREEMENT Tpepe©l2-3I-I2 (RevisedSK 4-3-13,GM 6-18-13) 13.0 Termination of AGREEMENT It h expressly understood andagreed that the CITYmay terminate this AGREEEMENT without penaltyby decliningtoissue Notice to Proceed authorizingWORK,inwhich event the CITY'S soleobligationtothe CONSULTANT shall bepaymentfortheWORK previously authorizedandperformedinaccordancewith the provisions ofthis AGREEMENT,suchpaymenttobedeterminedonthebasisof die WORK performed bythe CONSULTANT up to the time of termination. Upontermination*the CITYshallbeentitled to arefund of any monies paidforanyperiodoftime subsequent to date of termination for whichno work was performed. 14.0 Duration of AGREEMENT This AGREEMENT isforatimeperiodofthree(3)years,commencinguponapprovalandexecutionof AGREEMENT.This AGREEMENT shallremaininforceuntil the actual completion of performance ofa given project awardedto the CONSULTANT,or unless otherwise terminated by the CITY. 15.0 Renewal Option This AGREEMENT maybe renewed,at the solediscretionof the CITY,foranadditionalperiodnotto exceed atotal contract period,including renewals,ofone(I)year. 16.0 Default Intheeventeitherparty fails to complywiththe provisions ofthis AGREEMENT,the aggrieved partymay declarethe other partyindefaultandnotifyhimin writing.Insuch event the CONSULTANT will onlybe compensatedforanycompleted professional services.•Intheeventpartialpaymenthasbeenmadeforsuch professionalservices not completed,theCONSULTANTshall return suchsums to theCITYwithinten (10)daysafternotice that saidsumsaredue.In the eventofany litigation between the partiesarising out of or relatinginanywaytothis AGREEMENT or abreachthereof,eachpartyshallbearitsowncostsand legal fees, 17.6'Insurance and Indemnification TheCONSULTANTshallmaintainduringthetermofthis AGREEMENT the insuranceas set forthin "Attachment A,Insurance and Indemnification"to this AGREEMENT. 18.0 AGREEMENT Not Exclusive Nothinginthis AGREEMENT shallpreventtheCITYfrom employing other CONSULTANTS to perform the same or similar services. 19.0 Codes.Ordinances and Laws The CONSULTANT agrees to abideandbegovernedbyalldulypromulgatedandpublished municipal, County,state and federal codes,ordinances,rules,regulations andlawsineffect at the time ofdesignwhich haveadirectbearingon the WORK involvedonthisproject.The CONSULTANT isrequired to complete andsignall affidavits,includingPublic Entity Crimes Affidavit form(attached)pursuant to FS 287.133(3)(a), asrequiredby the Request for Qualificationsapplicable to this AGREEMENT. Page 14 of 32 Professional Service AGREEMENT Tpepe©!2-31-12 (RevisedSK 4-3-13,GM 6-18-13) 20.0 Taxes CONSULTANT shall be responsible for all payments of federal,state,and/or local taxes related tothe Operations,inclusive of sales taxif applicable. 21.0 Drug Free Workplace CONSULTANT shall complywith the DrugFree Workplace policysetforthinattachment#two whichis madeapart of thisAGREEMENTbyreference. 22,0 Independent Contractor CONSULTANTisan independent entityunderthis AGREEMENT and nothing herein shall be construed to createa partnership,jointventure,oragency relationship betweenthe parties. 23.0Dutiesand Responsibilities CONSULTANT agreestoprovideitsservicesduringthe term of this AGREEMENT in accordance with all applicable laws,rules,regulations,and health and safety standards ofthe federal,state,and City,which may be applicable to the servicebeingprovided. 24.0 Licenses and Certifications CONSULTANT shall secure all necessary business and professional licenses at its sole expense prior to executing the AGREEMENT. 25.0Entirety of AGREEMENT This writing embodies theentire AGREEMENT and understanding between the parties hereto,and there arenoother AGREEMENTS and understandings,oral orwritten,with reference tothesubjeamatter hereofthatarenot merged hereinand superseded hereby. Noalteration,change,ormodificationof the terms of thisAGREEMENT shall be valid unlessmadein writing and signed byboth parties hereto,and approved bytheCity Commissioner if required by municipal ordinance or charter. 26.0juryTrial CITY and CONSULTANT knowingly,irrevocably voluntarily and intentionally waive any right either may have toa trial by jury in State or Federal Court proceedings in respect to any action,proceeding,lawsuit or counterclaim arising out of the ContractDocumentsortheperformanceof the Work thereunder. 27.0 Validity ofExecutedCopies This AGREEMENT maybeexecutedin several counterparts,each of which maybe construed asan original. 28.0Rules of Interpretation Throughoutthis AGREEMENT themalepronounmaybe substituted for female andneuterandthe singular wordssubstitutedfor plural and plural wordssubstitutedfor singular wherever applicable. Page 15 of32 Professional Service AGREEMENT Tpepe©!2-31-12 (Revised SK 4-3-13,GM 6-18-13) 29.0Severability If any term or provisionofthisAGREEMENT or the application thereof to anyperson or circumstance shall,toany extent be invalid orunenforceable,theremainderofthisAGREEMENT,orthe application of suchtermor provision topersonsor circumstances other thanthosetowhichitisheld invalid or unenforceable,shall not beaffectedtherebyandeachtermand provision ofthis AGREEMENT shall be valid and enforceable to the fullest extent permitted bylaw. 30.0 Non-Waiver CITY and CONSULTANT agreethatno failure to exerciseandnodelayinexercisinganyright power or privilegeunderthisAGREEMENTon the partof either party shall operate asawaiverofanyrightpower, or privilege under thisAGREEMENT.No waiver of thisAGREEMENT,in whole or part including the provisions of this paragraph,maybeimpliedbyanyactoromissionandwillonlybevalidandenforceableif inwritingand duly executed byeach of the parties to thisAGREEMENT.Any waiver of anyterm,condition or provision of thisAGREEMENTwill not constitute awaiver of any other term,conditionorprovision hereof,norwillawaiver of anybreach of anyterm,condition or provision constitute awaiver of any subsequent or succeeding breach. 31.0 No Discrimination No action shall betakenby the CONSULTANT whichwoulddiscriminate against anypersononthebasis of race,creed,color,nationalorigin,religion,sex,familial status,ethnicity,sexualorientation or disability. The CONSULTANT shall complywiththeAmericanswith Disabilities Act 32.0 Equal Employment Inaccordancewith Federal,Stateand Local law,the CONSULTANT shall not discriminate against any employee or applicant for employment because of race,color,ethnicity,religion,sex,sexualorientation, national originor handicap.The CONSULTANT shall complywith all aspects of the Americanswith Disabilities Act (ADA)duringthe performance of this contract 33.0 Governing Laws This AGREEMENT andtheperformanceofserviceshereunder will begovernedbythe laws oftheStateof Florida,withexclusivevenuefortheresolution of anydisputebeingacourtof competent jurisdiction in Miami-Dade County,Florida. 34.0 Effective Date This AGREEMENT shall notbecomeeffectiveand binding until ithasbeenexecutedbyboth parties hereto andtheeffectivedate shall bethedateofitsexecutionbythelastpartysoexecuting it 35.0ThirdPartyBeneficiary Itis specifically understood and agreed thatnoother person orentity shall beathird party beneficiary hereunder,and thatnoneof provisions ofthis AGREEMENT shall beforthe benefit oforbe enforceable by anyoneotherthanthe parties hereto,andthatonlythe parties hereto shall haveany rights hereunder. Page 16 of 32 Professional Service AGREEMENT Tpepe©l2-3i-i2 (RevisedSK 4-3-13,GM 6-18-13) 36.0 Further Assurances The parties hereto agree to execute any and all other and further documents as might be reasonably necessaryinorderto ratify,confirm,andeffectuatetheintentandpurposesoftheAGREEMENT 37.0 Time of Essence Time is of the essence of this AGREEMENT. 38.0Interpretation This AGREEMENT shall notbeconstruedmore strongly against eitherpartyhereto,regardless ofwhowas more responsible foritspreparation. 39.0ForceMajeure Neitherparty hereto shall beindefaultofits failure to performits obligations underthis AGREEMENT if causedbyacts of God,civil commotion,strikes,labordisputes,or governmentaldemandsorrequirements thatcouldnotbe reasonably anticipated and theeffects avoided or mitigated.Each party shall notifythe other of anysuchoccurrence. 40.0 Notices Whenever notice shall berequiredorpermitted herein,it shall be delivered by hand delivery,e-mail, facsimile transmission or certified mail,withreturnreceiptrequested and shall bedeemed delivered onthe dateshownonthedeliveryconfirmationorifbycertified mail,the dateonthereturnreceipt or thedate shownasthedatesamewasrefusedor unclaimed.Notices shall be delivered tothe following individuals or entitiesat the addresses (including e-mail)or facsimile transmissionnumberssetforthbelow: To CITY: With copiesby U.S.mailto: To CONSULTANT: City Manager,STeVBK)A\eXAK>T>e.fe. 6130 Sunset Dr. South Miami,FL 33143 E-mail:5*^levCAAjDgg-<g>&U+irirv\tA*rii<el~*^y/ City Attorney,ThomasPepe,Esquire 6130 Sunset Dr. South Miami,FL 33143 Fax:(305)341-0584 E-mail:tpepe@southmiamifl.gov IN WITNESS WHEREOF,this AGREEMENT is accepted onthedate first ab/^e written subject tothe terms and cojuffcions setj^i^h herg WITNJBS^^^^^^^^^^^_CONTRACTOR^^^^^7 Signature. Name:Jo^priffcfl Corradino,AICP,a_ AUTHENTICATION Title:President OWNER:CITY OF SOUTH MIAMI Page 17 of 32 Professional Service AGREEMENT Tpepe©!2-31-12 (RevisedSK 4-3-13,GM 6-18-13) Signature:Signature: LegalityandExecution, Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13,GM 6-18-13) Page 18 of 32