Loading...
11THE CITY or PLEASANT LlVINC To: FROM: DATE: SUBJECT: Background: CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM The Honorable Mayor & Members of the City Commission Steven Alexander, City Manager Agenda Item No.: II February 17, 2015 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. The City wishes to engage the planning and land use expertise of The Corradino Group to perform certain professional services for the City as well as effect a smooth transition relating to the former Planning Directors departure. The Corradino Group will be performing on an interim basis the duties and responsibilities of the Planning Director and other assigned tasks relating to planning, land use and related mattered. The City agrees to pay The Corradino Group for the miscellaneous planning, land use and application review services on an hourly basis, not to exceed $8,000 per month or 80 hours per month on average, not exceeding 30 hours in any given week without written approval of the City Manager. The Corradino Group shall supply the Director's duties related to supervision of various work efforts as assigned and provide a knowledgeable person to attend meetings at no additional cost. In accordance with and pursuant to Florida Statute 287.055 for CCNA, The Corradino Group was one of the firms selected to provide professional engineering services. The City negotiated hourly rates with the firm and entered into a professional service agreement with The Corradino Group to perform engineering services for the City. This Agreement shall become effective upon its execution by the parties and shall continue for two (2) months. The City may terminate this Agreement at any time during its initial term, provided however, that any unpaid portion of the Contract services renders shall be paid in full within thirty (30) days of such termination. The City Manager may choose to extend this Agreement on a monthly basis as mutually agreed in writing but such extension of the agreement shall not go beyond September 30, 2015. THE CITY OF PLEASANT LlVI~JG 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. Resolution for approval Contract for Planning and Zoning Services with Corradino Group Approved Resolution No. 151-13-13969 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 RESOLUTION NO. _____ _ 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 City as well as effect a smooth transition relating to the former Planning Directors departure and the Contractor's performing on an interim basis the duties and responsibilities of Planning Director and other assigned tasks relating to land use and related mattered; and NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSIONERS OF THE CITY OF SOUTH MIAMI, FLORIDA: Section I. The City Manager is hereby authorized to execute the an agreement that is substantially in the same form as the attached proposed contract. Section 2. Severability. If any section clause, sentence, or phrase of this resolution is for any reason held invalid or unconstitutional by a court of competent jurisdiction, the holding shall not affect the validity of the remaining portions of this resolution. Section 3. Effective Date. This resolution shall become effective immediately upon adoption by vote of the City Commission. PASSED AND ADOPTED this __ day of _____ --', 2015. ATTEST: CITY CLERK READ AND APPROVED AS TO FORM, LANGUAGE, LEGALITY AND EXECUTION THEREOF CITY ATTORNEY Page lofl APPROVED: MAYOR COMMISSION VOTE: Mayor Stoddard: Vice Mayor Harris: Commissioner Edmond: Commissioner Liebman: Commissioner Welsh: A CONTRACT FOR PLANNING AND ZONING SERVICES This Contract for Planning and Zoning Services ("Agreement") is entered into on this _ day of February, 2015, by and between the City of South Miami, Florida, a Florida municipality (the "City") and The Corradino Group, ("Contractor"), jointly referred to as the Parties. WHEREAS, the City wishes to engage Contractor's expertise to perform certain professional services for the City as well as effect a smooth transition relating to the former Planning Directors departure and the Contractor's performing on an interim basis 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 ishereby 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 or his designee, specifically including, the performance of the duties and responsibilities of the Planning Director and other assigned tasks, and to perform such other legally permissible and proper duties and functions consistent with the Department of Planning and Zoning as may be assigned by the City Manager or his designee fromtimetotime (the "Services") on an interim basis. 2. Term. 2.1. This Agreement shall become effective upon the execution of this Agreement by the parties and shall 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 bye-mail to the City Manager. 2.2. The City may terminate this Agreement at any time duri ng its initial term, provided however, that any unpaid portion of the fee referenced in Paragraph 3 below, be paid in full within thirty (30) days of such termination. 2.3. The Parties may choose to extend this Agreement on a monthly basis as mutually agreed in writing. S u c h extension of the a g r e e men t s h a II not r e qui ref u r the r a p pro val by the Com m iss ion pro v ide d any extensions, shall not be valid beyond September 30,2015. 3. Consideration. In consideration of Contractor's services rendered hereunder as set forth in paragraph 1, the City agrees to pay Contractor. Contractor shall assist the City with the completion of the miscellaneous planning services and application review services on an hourly basis, not to exceed $8,000 per month or 80 hours per month on average, or exceeding 30 hours in any given week without written approval of the City Manager. Contractor shall supply the Director's duties related to supervision of various work efforts as assigned and attendance at meetings at no additional cost. Should service in excess of 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, other than those that are expressly set forth herein. 4.2. No agent, employee, or other representative of either party is empowered to modify or amend the terms of this Agreement, unless executed with the same formality as this document and approved by resolution of the City Commission. 4.3. There shall be no implied waiver due to any physical or verbal action or inaction on the part of the parties. This Agreement in general and this paragraph in particular, shall not be 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 of this 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 of the parties. 5. Ownership and Access to Records and Audits. All records, books, documents, maps, data, deliverables, papers and financial information (the "Records") that result from Contractor providing the services to the City under this Agreement shall be the property of the City. 6. Indemnification: Contractor shall comply with the indemnification requirements set forth in the attached Indemnification Exhibit, ___ _ 7. Insurance -Contractor shall comply with the insurance requirements set forth in [the attached Insurance Exhibit ____ _ 8. Taxes: Contractor shall be responsible for all payments of federal, state, and/or local taxes related to the Operations, inclusive of sales tax if applicable. 9. Drug Free 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. 10. 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 shall be valid and be enforceable to the fullest extent permitted by law. 11. Independent Contractor. Contractor shall be an independent contractor and not an agent or employee of the City with respect to all of the services performed by and under the terms of this Agreement. This Agreement shall not in any way be construed to create a partnership, association or any other kind of joint undertaking, enterprise or venture between the parties. 12. The Corradino Group is a 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 from fulfilling his duties to the City. Page 2 of7 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 or physical or mental disability as proscribed by law and that it shall take affirmative action to ensure that such discrimination does not take place. The Company shall comply with the Americans with Disabilities Act. Furthermore, Contractor agrees that it shall take affirmative action to ensure that such discrimination does not take place. 14. Equal EmploymentUn accordance with Federal, 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, national origin or handicap. The Company shall comply with all aspects of the Americans with Disabilities Act (ADA) during the performance of this contract. The City of South Miami's hiring practices strive to comply with all applicable federal regulations regarding employment eligibility and employment practices. Thus, all individuals and 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 of Justice pertaining to employment eligibility and employment practices. By signing this Agreement the CONTRACTOR hereby certifies under penalty of perjury, to the CITY, that CONTRACTOR is in compliance with all applicable regulations and laws governing employment practices. 15. Governing Laws and Venue: This Agreement and the performance of services hereunder shall be governed by the laws of the State of Florida, with exclusive venue for the resolution of any dispute being a court of competent jurisdiction in Miami-Dade County, Florida. 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 out of this Agreement or the Services. 17. Subletting or Assigning. The CONTRACTOR shall not sublet, assign, or transfer any WORK under this Contract or any of the services to be performed by it hereunder, without the prior written consent of the City Manager. Any assignment or subcontracting in violation hereof shall be void and unenforceable and shall be deemed a material breach of this 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 to the City by all obligations and conditions of this Contract to which CONTRACTOR is bound. 18. Personnel. All CONTRACTOR personnel fulfilling the terms of this Contract, shall be employed solely by the CONTRACTOR and be employees of the CONTRACTOR. 19. Waiver. The failure of either party to this Agreement to object to or to take affirmative action with respect to any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach, or of any future violation, breach or wrongful conduct. 20. Survival of Provisions. Any terms or conditions of this Agreement that require acts beyond the ex p ira t ion date of t his Agreement, shall survive termination of the Agreement, shall remain in full force and effect unless and until the terms or conditions are completed and shall be fully enforceable by either party. Page 3 of 7 21. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and such counterparts shall constitute one and the same instrument. 22. Acknowledgment. Contractor acknowledges that he has carefully read and understands this Agreement and agrees that the City has not made any representations other than those contained herein. 23. Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing and shall be delivered or sent, with the copies indicated, by personal delivery, electronic means such as facsimile transmission or e-mail or overnight delivery service (by a reputable national carrier) provided the delivery, including personal delivery, is evidenced by reasonable proof of delivery, to the parties as follows (or at such other address a party may specify by notice given pursuant to this Section): To City: With a copy to: To Contractor: Steven Alexander, City Manager 6130SunsetDrive South Miami, FL33143-5093 Thomas F. Pepe, Esq. City Attorney 6130 Sunset Drive South Miami, FL33143-5093 Maria M. Menendez, CMC City Clerk 6130 Sunset Drive South Miami, FL 33143-5093 Joseph M. Corradino The Corradino Group 4055 NW 9ih Avenue, Suite 200 Miami, FI33178 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. IN WITNESS WHEREOF, the parties, having executed this Agreement on or before the date set forth first above, with full knowledge of its content and significance and intending to be legally bound by the terms hereof. ATIESTED: By: ________ __ Maria M. Menendez, CMC City Clerk Read and Approved as to Form, Language, Legality and Execution thereof: By: _________ _ Thomas F. Pepe, Esq. City Attorney The Corradino Group By: ________ _ Joseph Corradino CITY OF SOUTH MIAMI By: _______ _ Page 40f7 Steven Alexander City Manager SCOPE OF SERVICES and COSTS PLANNING and ZONING Contractor shall supply Miscellaneous Planning Services, Planning Directors duties and application reviews as directed by the City Manager. Miscellaneous Planning Services These tasks are typically not initiated by a developer as an applicant, a nd as such there may not be offsetting revenue stream from the cost recovery program. Such tasks are assigned from time to time as needed, and are directed by the City Administration. These tasks may include, but are not limited to: • • • • • • • • • • • • • • • • • • • Following adoption of SMITP, City may wish to revisit the impact fee requirements for the adoption of a "multimodal impact fee", as discussed by TischlerBise in their report. Underline Project Madison Square/CRA development South Miami Gardens Apartments City Hall Complex Transfer of Development Rights Ordinance Miami Dade County Water Use Plan Update (Due March 2015) Economic Impact Analysis RFQ in conjunction with the Finance Department TODD District Amendments Hometown District Overlay -20-7.11 height provisions (scriveners error) Hometown District Overlay/Shops at Sunset Place Hometown District Overlay/1st Nat'l Bank of SM Project -Possible Extension of Development Agreement Small Building Parking Exemption (similar to Miami, Coral Gables and Palm Beach) Reestablishment of small restaurant provisions for Hometown Overlay Consideration of eliminating restaurants as a "special use" within the Hometown Complete Streets -Grant Approved; scope and RFQ needs to be submitted SW 62 Avenue proposed development Architectural diversity requirements Tree Ordinance -supplement 17 was just codified with the exception of the amended tree ordinance. Any final tweaks need to be done and submitted to Municode for codification so the revisions can appear in the online version; old version is online. • Tree permit forms be amended to reflect the recent changes in the ordinance. • Metro South street tree disposition/relocation • Sea Level Rise -S. Miami contour mapping • Sea Level Rise as it relates to impervious area for SF residential development; possible elevation of structures; allow increase in structure height to compensate for elevation • The evaluation and creation of potential land use and zoning districts • Assistant with project management, as well as other projects • Evaluation and monitoring of the Ludlum Trail • The amendment of permit forms Page 5 of 7 The City Manager or designee shall prioritize these projects and Contractor shall work on them until they are complete. Directors Duties The Planning Director fun c t ion is responsible for interacting with the Citizens, Applicants, the Manager and Management Team as well as 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 I 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 on an hourly basis, for an amount not to exceed $8,000 per month or 80 hours per month on average, or exceeding 30 hours in any given week for all of the services contemplated by this Agreement without written authorization of the City Manager. Should services having a value in excess of this amount of money and/or time-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. Application Review The City processes approximately 100 applications each year at four different levels, including the Historic Preservation Board, the Environmental Review and Preservation Board, the Planning Board and the City Commission. Contractor shall assist with the review, recommendation, and presentation of these applications as directed by the City Manager or designee. Costs {Application Review} Application review shall be funded to the extent possible in conformance with the Cost Recovery process codified in Ordinance 21-14-2199. Services shall be billed to the city on an hourly basis at the Contractors current hourly rates as presented herein. Staffing Joseph M. Corradino, AICP shall be the project manager and main contact person for the work contemplated by this Agreement. He shall serve as the de facto Department Director as authorized by the City Manager, and he sha II be available to present planning items at Commission Meetings and Planning Board meetings. Michelle Lopez, the Contractors Planning Division Manager, who performs similar duties with the Contractor's other clients, shall support him. Contractor shall supply the City with two highly qualified primary planners and delegate work to them based upon required expertise as approved by the City Manager. Primary staff shall include: Ms. Amber Holloway and Mr. Alex David, AICP. Ms. Holloway, is a graduate of Ohio State University and has been working with many cities in a similar position, guiding their public hearing processes, reviewing development applications and accomplishing special projects. Page 6 of 7 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, DRl's and any other aspect of the 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 Alex David, AICP Amber Holloway Edward Ng Salman Rathore Veronica Pena Marvin Guillen Planning Director / Principal Sr Planner Land Use / Zoning Planner Land Use / GIS Traffic Engineer Environmental Planner Civil Engineer Page 7of7 $192.30/hr $150/hr $ 75/hr $ 75/hr $114/hr $ 81/hr $110/hr 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, Inc" RJ. Behar and Company, Inc, T.Y.Lin International, Stanley Consultants, Inc., Sol-Arch, Inc., Civil Works, Inc., C.H. Perez & Associates Consulting Engineers, Inc., for the following professional services: Architecture, Civil/Environmental Engineering, Structural, and Traffic & Transportation Engineering. WHEREAS, the Mayor and City Commission desire to enter into service agreements for professional services for the following categories: Architecture, Landscape Architecture, Civil/Environmental Engineering, Structural, Traffic and Transportation Engineering; and WHEREAS, pursuant to Florida Statute 287.055 for CCNA, the City solicited qualification from interested firms and the City's review committee conducted a thorough review of the qualifications of the firms that responded to the solicitation, and upon evaluation the firms were ranked; and WHEREAS, the City met with the firms and reviewed the proposed hourly billing rates and the following firms have agreed upon the hourly billing rates disclosed in the Professional Service Agreement request for qualifications; EAC Consulting, Inc, Marlin Engineering, Inc., The Corradino Group, Inc., SRS Engineering, Inc" R.J. Behar and Company, Inc, T.Y.Lin International, Stanley Consultants, Inc., Sol-Arch, Inc., Civil Works, Inc., C.H. Perez & Associates Consulting Engineers, Inc.; and WHEREAS, the Mayor and City Commission desires to authorize the City Manager to execute the professional service agreements. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA THAT: Section 1: The City Manager is hereby authorized to execute the form of the professional service agreement that is attached, for the negotiated hourly rates in accordance with the procedure set forth in Florida Statute 287.055 (Consultant's Competitive Negotiation Act) with EAC Consulting, Inc, Marlin Engineering, Inc., The Corradino Group, Inc., SRS Engineering, Inc" R.J. Behar and Company, Inc, T.Y.Lin International, Stanley Consultants, Inc., Sol-Arch, Inc., Civil Works, Inc., C.H. Perez & Associates Consulting Engineers, Inc Section 2: If any section clause, sentence, or phrase of this resolution is for any reason held invalid or unconstitutional by a court of competent jurisdiction, the holding shall not affect the validity of the remaining portions of this resolution. Section 3~ This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 6 th day of August ,2013. APPROVE~/ W, Ptfp~~tL MAyO COMMISSION VOTE: 5 -0 Mayor Stoddard: Yea Vice Mayor Liebman Yea Commissioner Newman: Yea Commissioner Harris: Yea Commissioner Welsh: Yea TO: FROM: DATE: City of South Miami PUBLIC WORKS & ENGINEERING DEPARTMENT 4795 SW 75th Avenue Miami, FL 33155 Tel. (305) 663-6350 Fax (305) 668-7208 Steven Alexander, City Manager Jorge L. Vera, Capital Improvement Project Manager August 6,2013 South Miami bOdl All-America CItY '~III,' 2001 /5 . Resolution: A Resolution authorizing the City Manager to execute a Professional Service Agreement provided under Florida Statute 287.055 Consultant's Competitive Negotiation Act "CCNA", with EAC Consulting, Inc, Marlin Engineering, Inc., The Corradino Group, Inc., SRS Engineering, Inc" RJ. 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. Background: On June 4, 2013.,. the City Commission approved a resolution (#120-13-13938) authorizing the City Manager to negotiate hourly billing rates and to execute a Professional Service Agreement with the firms that were selected from our request for qualifications RFQ # PW-S2013-04 for Architecture, Landscape Architecture, Civil/Environmental Engineering, Structural and Traffic & Transportation Engineering. Of the 24 firms selected, City staff has met with and reviewed the proposed hourly billing rates for the above referenced firms. After negotiating an acceptable hourly billing rate with the firms, the firms entered into a Professional Service Agreement in order to provide professional engineering services to the City at the agreed hourly billing rate for future projects. In an effort to provide transparency and accountability, the hourly billing rate per job classification is based on FOOT's Consultant Wage Average Report for the period of May 2012 to May 2013 is attached. The report is based on an FOOT yearly data collection and analysis of the prevailing hourly wage rate by job classification within different geographical areas in the State. Our geographical area is within District 6 which encompasses Miami-Dade and Monroe Counties. The rates in the report are negotiated unloaded rates which provide personnel hourly billing rate per classification excluding company overhead and benefit. To the hourly negotiated unloaded rate, each firm adds a multiplier for the company's overhead and benefits. The multiplier in District 6 ranges from 2.5 to 3.1, depending on the size of the firm. Please find below the firms that have submitted a signed Professional Service Agreement, which includes their negotiated hourly billing rate plus the multiplier. Upon further future negotiations, additional firms will be presented to the City Commission for their approval. EAC Consulting, Inc. • Marlin Engineering, Inc. The Corradino Group, Inc. • SRS Engineering, Inc. • R.J. Behar and Company, Inc. • T.Y.Lin International • Stanley Consultants, Inc. • Sol-Arch, Inc. • Civil Works, Inc. M C.H. Perez & Associates Consulting Engineers, Inc. Upon approval of the Professional Services Agreements by the City Commission, City staff will request quotes for City projects from individual firms on a rotating basis and in accordance with Florida Statutes 287.55 CCNA. The quotes will be negotiated based on the scope of a project, duration and the contractual hourly billing rate. Upon the City staff negotiating a final cost to perform the required project, a resolution will be presented to the City Commission for their approval. Please note that the execution of these Professional General Service agreements does not commit the City to any maximum amount of fees nor guarantee any work. > Attachments: Proposed Resolution Blank Professional Service Agreement Signed Professional Service Agreements -CO Listed consultant hourly billing rates FOOT Consultant wage average report Resolution 120-13-13938 Sun biz PROFESSIONAL SERVICE A~EEMENT General T ~Flc i:. 11Z,A~ fbi! 1f"''S~ices THIS AGREEMENT made and entered into this 28th day of June . 20~ by and between the CITY OF SOUTH MIAMI. a political subdivision of the State of Florida and The Corradino Group, Inc. authorized to do business in the State of Floriga, hereinafter referred to as the "CONSULTANT". In consideration of the premises and the mutual covenants contained in this AGREEMENT. the CITY OF SOUTH MIAMI. through its City Manager. agrees to employ the CONSU L T ANT for a period ending on .AuG{ 4 .?PI (p • and the CONSULTANT agrees to be available, continuing basis, to perform professional services in connection with project(s) where the basic estimated construction costs of each individual project does not exceed $2,000,000.00 or where the individual study does not exceed $200.000.00, herein after called the "SERVICES". 1.0 General Provisions 1.1 The CONSULTANT may be awarded work and issued a Notice to Proceed to provide professional services for a project, for a portion of a project, or for discrete tasks on a project. Additional Professional Services, for the purpose of reviewing work performed by other professional consultants or for other miscellaneous engineering services that may be required. 1.2 A Notice to Proceed will be issued on an as needed basis at the sole discretion of the City Manager, or his designee, hereinafter referred to as "CITY". The City of South Miami reserves, at all times, the right to perform any and all engineering work in-house or with other engineers. This AGREEMENT does not confer on the CONSULTANT any exclusive rights to perform work on behalf of the City of South Miami, nor does it obligate the City of South Miami in any manner to guarantee work for the CONSULTANT. The CONSULTANT may submit proposals for any professional services for which proposals may be publicly solicited by the City of South Miami outside of this AGREEMENT. 1.3 The CITY will confer with the CONSULTANT before any Notice to Proceed is issued to discuss the scope of the work; the time needed to complete the WORK and the fee for the services to be rendered in connection with the WORK. 1.4 The CONSU L T ANT will submit a proposal upon the CITY'S request prior to the issuance of a Notice to Proceed. No payment will be made for the CONSULTANT'S time and services in connection with the preparation of any proposal. 1.5 The CITY agrees that it will furnish to the CONSULTANT plans and other data available in the CITY files pertaining to the WORK to be performed under this AGREEMENT promptly after each Notice to Proceed. 1.6 The CONSU LT ANT agrees to produce and distribute minutes, promptly after each meeting at which the CONSULTANT'S presence is required. Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13, GM 6-18-13) Page I of 32 1.7 The CITY may designate a representative who, on behalf of the City Manager shall examine the documents submitted by the CONSULTANT and shall render decisions promptly, to avoid unreasonable delay in the progress ofthe CONSULTANT'S services. The CONSULTANT shall keep the CITY'S representative advised on the project status at all times. 1.8 The CITY agrees to issue all directives and approval in writing. 2.0 Professional Services 2.1 General Services The professional services to be provided by the consultant may be one or more of the following, and include but not limited to: A. Roadway Engineering to include streets, sidewalk, curb, gutter, drainage, associated traffic control devices, stripping, lighting, irrigation, speed reduction devices and residential landscaping. B. Drainage Design includes the necessary analysis needed to implement proposed drainage improvements, preparation of paving and drainage plan for municipal building and facilities. C. Civil Engineering, to include Distribution Systems Improvement I Analysis and design and Sanitary Sewer System Evaluation and design. D. Environmental Engineering, including, site investigation and design needed to prepare remediation plans to mitigate underground storage tanks, hazardous waste materials and asbestos materiais. E. Traffic Engineering Services will include daily volume counts, data analYSiS, preparation of conceptual improvements plan, present reports and recommendations to stakeholders and preparation of final traffic engineering report. F. Architectural Services to provide draWings and speCifications for new constructions as well as additions and renovations; attend meetings with City staff and presentations to City Commission; provide plans developed on AutoCAD latest version and copies of reproducible hard copy and diskette of plans in the requested format. G. Landscape Architecture including providing drawings and specifications for landscape projects; site master planning, analysis and design, urban design plans/concept diagrams, open space planning, analysis and design; community planning. analysis and design; natural resource planning analysis and design; Parks design; renderings/modeling; provide plans developed on AutoCAD latest version and copies of reproducible hard copy and diskette of plans in the requested format. H. Registered Surveying and Mapping Other incidental services associated to the above items. Professional Service AGREEMENT Tpepe©12·31·12 (Revised SK 4·3·13, GM 6.18·13) Page 2 of32 ,. 2.2 Design & Construction -Basic Services The Basic Services, for design and construction, consist of six (6) phases described in Paragraph 2.2.1 through 2.2.6. The scope outlined below is applicable in its entirety to projects for which completed Basic Services are authorized. Upon authorization to proceed from the CITY, the CONSULTANT agrees to provide complete professional services for any portion or all of the six Phases outlined below applicable to its profession. The CONSULTANT agrees to co-ordinate its effort with that of any other providers of professional services to assure a coordinated and complete WORK. In a multi-professionally consulted project, the lead CONSULTANT, as designated by the CITY, shall prepare the final bid package including bid documents and specifications, which shall be prepared by, and be the responsibility of the respective disciplines. 2.2.1 Phase I-Preliminary and Schematic Design: A. The CONSULTANT shall confer with representatives of the CITY and the end user to determine the full scope of the Project that will meet the program requirements, and shall advise the CITY if, in the CONSU L T ANT'S opinion, the allocated funds are adequate to accomplish the program requirements, as defined by an individual purchase order for the specific work to be performed. B. The CONSULTANT shall use proper and adequate design control to assure the CITY that the program requirements will be met. C. The CONSULTANT shall prepare a Design Concept and Schematic Report, comprising of the Project Timetable (Master Schedule), Planning Summary (unless advised otherwise), Schematic Design Studies (unless advised otherwise) as defined below, and the Statement of Probable Construction Cost. D. The Proposed Project Timetable shall consist of a schedule showing the proposed completion date on each Phase of the Project through design, bidding, construction, and proposed date of completion. E. The Planning Summary (unless advised otherwise) shall consist of a vicinity plan and blow- up of the Site (if applicable) showing Project orientation, and a brief summary of all pertinent planning criteria used for the Project. F. The Schematic Design Studies (unless advised otherwise) shall consist of all plans, elevations, sections, etc. as required to show the scale and relationship of the parts and the design concept of the whole. A simple perspective sketch, rendering, model or photograph thereof may be provided to further show the design concept. G. The CONSULTANT shall present the Schematic design studies to the appropriate commission, committee, agency or board (hereinafter collectively referred to as "Boards") for their approval when the project requires such approval. The Consultant shall make copies necessary for presentation to the Board at no additional cost to City. H. The CONSULTANT shall present the schematic design studies to all the appropriate utility companies (such as FPL, Southern Bell, Dynamic Cable, MDWASA, etc.) for any conflict with their utilities. Page 3 of 32 Professional Service AGREEMENT Tpepe© 12-31-12 (Revised SK 4-3-13, GM 6-18-13) I. The Statement of Probable Construction Cost shall include estimated cost of the Project including fixed equipment, professional fees, contingencies (if any), escalation factors adjusted to the estimated bid date, movable estimate (if any), and utility service extensions (if applicable). The CONSULTANT'S opinions of probable Total Project Costs and Construction Cost are to be made on the basis of the CONSULTANT'S experience and qualifications and represent CONSULTANT'S best judgment as an experienced and qualified professional, familiar with the local construction industry and prices. J. The CONSULTANT shall submit and present two (2) copies of all documents required under this Phase, without additional charge, for approval by the CITY and it shall not proceed with the next Phase until directed by the CITY in writing. 2.2.2 Phase" -Study and Design Development: A. From the approved Schematic Design documents, the CONSULTANT shall prepare Design Development Documents. comprising the drawings, outline specifications and other documents to fix and describe the size and character of the entire Project as to construction and finish materials and other items incidental thereto as may be appropriate and applicable. B. The Design Development Documents shall comprise the Proposed Project Timetable (updated), Outline Specifications, Updated Statement of Probable Construction Cost, and Design Development Drawings, etc., as required to clearly delineate the Project. If the Updated Statement of Probable Construction Cost exceeds the allocated funds, feasible cost or scope reduction options shall be included. C. The CONSULTANT shall submit and present two (2) sets of all documents required under this Phase, without additional charge, for approval by the CITY and not proceed with the next Phase until directed by the CITY in writing. D. The CONSULTANT shall at all times monitor the Probable Construction Costs to make certain they remain within the total allocated budget. A Notice to Proceed to Phase 1\1 will not be issued if the latest statement of Probable Construction Cost exceeds the total allocated funds. 2.2.3 Phase III ~. Final Design I Construction Documents Development: A. From the approved Design Development Documents, the CONSULTANT shall prepare Final Construction Documents setting forth in detail the requirements for the construction of the Project including the Proposal (Bid) Form and other necessary information for bidders, Conditions of the Contract, and Complete Drawings and Specifications. The CONSULTANT shall use Construction Specifications Institute (CSI) Standards and the City of South Miami Standard forms for the preparation of the proposal (bid) forms. Instructions to Bidders, conditions of Contract and Specifications. The CONSULTANT shall review all existing City Specifications. for completeness prior to use and shall supply all needed additional specifications. The final draft of the construction documents shall meet the requirements of and be approved by the City Attorney. B. The Construction Documents shall be prepared in a manner that will assure clarity of line work, notes, and dimensions when the documents are reduced to 50% of their size. All drawings shall be on 24" x 36" paper ("D" size). on the CITY's standard sheet format, unless Page 4 of32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13, GM 6-18-13) approved otherwise. C. All construction documents shall be submitted in both "hard copy" and electronic media in a mutually agreed upon electronic format, but generally as follows: L Non-drawing submittals in Microsoft Office Word format. 2. Drawings in AutoCAD format. 3. GIS files should be in ArcView format Version 3.2. D. When the development of the drawings has progressed to at least 50% completion in Phase III, the CONSULTANT shall submit two (2) copies to the CITY for approval, without additional charge, along with updated outline specifications. The CONSULTANT shall also submit at this time an updated Statement of Probable Construction cost as indicated by time factor, changes in requirements, or general market conditions and an updated Project Schedule. E. The CONSULTANT shall not proceed with the further development until approval of the documents is received from the CITY in writing. The CONSULTANT shall make all changes to documents required by the CITY before proceeding further. A set of the revised documents shall be returned to the CITY after incorporating all of the changes, if any. F. A Notice to Proceed for the completion of Phase III will not be issued if the latest Statement of Probable Construction Cost exceeds the total allocated funds, unless the CITY increases the total allocated funds or the CONSULTANT and the CITY agrees on methods of cost reductions sufficient to enable construction within the project budget. G. Upon 100% completion of the Construction Documents, the CONSULTANT shall submit to the CITY a final, updated Statement of Probable Construction Cost along with two (2) copies each of the final draft of all drawings, specifications, reports, programs, etc., without additional charge, for a final review and comments or approvals. H. The CONSULTANT shall make all the necessary presentations to the appropriate CITY Boards which would be normally required of any construction project (such as Environmental Review Board, Historical Preservation Board etc.) for the final approval. I. The CONSULTANT at no extra cost to the CITY shall make all required changes or·additions and resolve all questions resulting from Board review (see paragraph H) if the changes or additions do not alter the scope of the project as determined under paragraph 2.2.1 A. The 100% complete final Construction Documents shall be returned to the CITY for final approval. Upon final approval by the CITY, the CONSULTANT shall furnish to the CITY drawings and specifications, without additional charge to the CITY for bidding purposes, unless instructed otherwise. j. The CONSULTANT shall arrange for "dry runs" and/or make final submissions to appropriate authorities (regulatory agencies to include and not limited to City, County, State or Federal) as necessary, to ascertain that the Construction Documents meet the necessary requirements to obtain all the necessary permits for construction. The CONSULTANT shall respond to all technical questions from regulatory agencies. The CONSULTANT shall modify, at no additional cost to CITY, in order to acquire the necessary permits. Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13, GM 6-18-13) Page 5 of 32 2.2.4 Phase IV -Bidding and Negotiation Phase: A. Upon obtaining all necessary approvals of the Construction Documents. and approval by the CITY of the latest Statement of Probable Construction Cost. the CONSULTANT shall furnish the drawings and specifications as indicated above for bidding. and assist the CITY in obtaining bids as well as awarding and preparing construction contracts. The CONSULTANT shall attend all pre-bid conferences. The CONSULTAN1f shall be present during the bid opening and as part of its assistance to the CITY will tally. evaluate and issue a recommendation to the CITY after verifying bond. insurance documents. questionnaire and reference submitted by the constructor. B. The CONSULTANT shall issue Addenda to the Construction Documents through the CITY as appropriate to clarify. correct or change Bid Documents., C. If Pre-Qualification of bidders is required as set forth in the Request for Qualification, the CONSULTANT shall assist City in developing qualification criteria, review qualifications of prospective bidders, and recommend acceptance or rejection of the prospective bidders, D. If the lowest responsible Base Bid received exceeds the Total Allocated Funds the CITY may: I, Approve the increase in Project Cost and award a construction contract or, 2. reject all bids and rebid the Project within a reasonable time with no change in the Project, or 3. Direct the CONSULTANT to revise the Project scope or quality, or both, as approved by the CITY and rebid the Project. or . 4. Suspend or abandon the Project. or 5. Exercise aii options under the City Charter and State Law. NOTE: Under item (2) and (3) above. the CONSULTANT shall, without additional compensation, assist the CITY in obtaining re-bids. and awarding the re-bid of the project, Under item (3) above. the CONSULTANT shall, without additional compensation. modify the Construction Documents as necessary to bring the Probable Construction Cost within the Total Allocated Funds when the lowest responsible bid is over 15% of the CONSULTANT estimate, All construction contracts must be approved by the City Commission after the City awards the contract for commission approval. E. For the purpose of payment to the CONSULTANT, the Bidding Phase will terminate and the services of the CONSULTANT will be considered complete upon signing of an AGREEMENT with a Contractor. Rejection of bids by the CITY does not constitute cancellation of the project. 2.2.5 Phase V -General Administration of the Construction Contract: A. The Construction Phase will begin with the City Commission approval of the award of the Construction Contract and will end when the Contractor's final Payment Certificate is approved and paid by the CITY, B. The CONSULTANT, as the representative of the CITY during the Construction Phase, shall advise and consult with the CITY and shall have authority to act on behalf of the CITY Page 6 of32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13, GM 6-18-13) to the extent provided in the General Conditions and as modified in the Supplementary Conditions of the Construction Contract. C. The CONSU L T ANT shall attend pre-construction meetings. D. The CONSULTANT shall at all times have access to the project wherever it is in preparation or progress. E. The CONSULTANT shall visit the site at least weekly and at all key construction events to ascertain the progress of the Project and to determine in general if the WORK is proceeding in accordance with the Contract Documents. On the basis of on-site observations, the CONSULTANT will use reasonable and customary care to guard the CITY against defects and deficiencies in the WORK. The CONSULTANT may be required to provide continuous daily on-site observations to check the quality or quantity of the WORK as set forth in this AGREEMENT and defined by the Scope of WORK issued for the individual project. On the basis of the on-site observations, the CONSULTANT will advise the CITY as to the progress of and any observed defects and deficiencies in the WORK immediately in writing. F. The CONSU L T ANT shall furnish the CITY with a written report of all observations of the WORK made by him during each visit to the WORK. He shall also note the general status and progress of the WORK, and shall submit same in a timely manner. The CONSULTANT shall ascertain at least monthly that the Contractor is making timely, accurate, and complete notations on record drawings. G. Based on observations at the site and on the Contractor's Payment Certificate, the CONSULTANT shall determine the amount due the Contractor on account and he shall recommend approval of the Certificate in such amounts. The recommendation of approval of a Payment Certificate shall constitute a representation by the CONSULTANT to the CITY that, the CONSULTANT certifies to the CITY that the WORK has progressed to the point indicated, and the quality of the WORK is in accordance with the Contract Documents subject to: I. An evaluation of the WORK for conformance with the Contract Documents upon substantial completion. 2. The results of any subsequent tests required by the Contract Documents. 3. Minor deviations from the Contract Documents correctable prior to completion and acceptance of the project. H. The CONSULTANT shall have an affirmative duty to recommend rejection of WORK, which does not conform to the Contract Documents. Whenever, in its reasonable opinion, the CONSULTANT considers it necessary or advisable to insure compliance with the Contract Documents, it will have authority (with the City's prior approval) to recommend special inspections or testing of any WORK deemed not to be in accordance with the Contract Documents whether or not such WORK has been fabricated and delivered to the Project, or installed and completed. I. The CONSULTANT shall promptly review and approve shop drawings, samples, and other submissions of the Contractor for conformance with the design concept of the Project and for compliance with the Contract Documents. Changes or substitutions to the Contract Documents shall not be authorized without concurrence with the CITY. Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13, GM 6-18-13) Page 7 of 32 J. The CONSULTANT shall review and recommend action on proposed Change Orders initiated by others, and initiate proposed change orders as required by its own observations or the requirement of the CITY. K. The CONSULTANT shall examine the WORK upon receipt of the Contractor's Certificate of Substantial Completion of the Project. A Punch List of any defects and discrepancies in the WORK required to be corrected by the Contractor shall be prepared by the CONSULTANT in conjunction with representatives of the CITY and ·satisfactory performance obtained before the CONSULTANT recommends execution of Certificate of Final Acceptance and final payment to the Contractor. He shall obtain from the Contractor all warranties, guarantees, operating and maintenance manuals for equipment, releases of lien and such other documents and certificates as may be required by applicable codes, laws, policy regulations, the specifications and the other Contract Documents and deliver them to the CITY. L. The CONSULTANT shall provide assistance in obtaining Contractor's compliance with the Contract Documents relative to, I) initial instruction of CITY personnel in the operation and maintenance of any equipment or system, 2) initial start"up and testing, adjusting and balancing of equipment and systems, and, 3) final clean-up of the project. M. The CONSULTANT shall provide the contractor with three sets of drawings labeled "Construction Plans" for permit from Public Works. 2.2.6 Phase VI -Post Construction Administration A. The CONSULTANT shall prepare and provide the CiTY with a written manuai, to be used by the CITY, outlining the implementation plan of all the required maintenance necessary to keep the proposed WORK operational in a safe and effective manner. B. The CONSULTANT shall furnish to the CITY. reproducible record (as-built) drawings updated based on information furnished by the Contractor; such drawings shall become the property of the CITY. C. The CONSULTANT shall assist in the inspection of the WORK one month before the expiration of any guarantee period or the sixth month whichever is earlier and report any defective WORK in the Project under terms of the guarantee/warranties for correction. The CONSULTANT shall assist the CITY with the administration of guarantee/warranties for correction of defective WORK that may be discovered during the said period. D. The CONSULTANT shall furnish the City with a 3-ring binder labeled "Close-out Documents" that will include, as a minimum, a copy of; • Certificates of completion • As-Builts (1/2 size) • Test Results • Daily construction inspection reports • Progress meeting minutes • Approved shop drawings Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13, GM 6-18-13) Page 8 of 32 ( .. • Warranty manuals as applicable • Final release of liens • Final payment to contractor 2.3 Additional Professional Services Additional ServicEi!s as listed below are normally considered to be beyond the scope of the Basic Services for design and construction, as defined in this AGREEMENT, but which are additional services which may be authorized within the Scope of Work given the CONSULTANT. A. Special analysis of the CITY'S needs, and special programming requirements for a project. B. Financial feasibility, life cycle costing or other special studies. C. Planning surveys, site evaluations, or comparative studies of prospective sites. D. Design services relative to future facilities, systems and equipment, which are not intended to be constructed as part of a specific Project. E. Services to investigate existing conditions (excluding utilities) or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by the CITY. F. Professional detailed Estimates of Construction Cost consisting of quantity surveys itemizing all material, equipment and labor required for a Project. G. Consultation concerning replacement of any WORK damaged by fire or other cause during construction, and furnishing profeSSional services of the type set forth in Basic Services as may be required relative to replacement of such WORK, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. H. Professional services made necessary by the default of the Contractor or by major defects in the WORK under the Construction Contract, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. I. Making major revisions changing the Scope of a project, to drawings and specifications when such revisions are inconsistent with written approvals or instruction previously given by the CITY and are due to causes beyond the control of the CONSULTANT. (Major revisions are defined as those changing the Scope and arrangement of spaces and/or scheme or any portion). j. The services of one or more full-time Project Representatives. K. Preparing to serve or serving as an expert witness in connection with any arbitration proceeding or legal proceeding in connection with a Project. L. Professional services required after approval by the CITY or the Contractor's Requisition for Final Payment, except as otherwise required under Basic Services. M. Preparing supporting data. drawings, and specifications as may be required for Change Orders Page 9 of 32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13, GM 6-18-13) affecting the scope of a Project provided the Changes are due to causes found by the CITY to be beyond the control of the CONSU L T ANT. 3.0 Time for Completion The services to be rendered by the CONSULTANT for any WORK shall be commenced upon written Notice to Proceed from the CITY subsequent to the execution of this AGREEMENT and shall be completed within the time based on reasonable determination. stated in the said Notice to Proceed. A reasonable extension of time will be granted in the event there is a delay on the part of the CITY in fulfilling its part of the AGREEMENT. change of scope of work or should any other events beyond the control of the CONSULTANT render performance of his duties impossible. 4.0 Basis of Compensation The CONSULTANT agrees to negotiate a "not to exceed" fee or a fixed sum fee for each of the WORK assigned to him based on the Scope of such WORK. Upon AGREEMENT of a fee. the CITY will issue a .. witten authorization to proceed to the CONSULTANT. In case of emergency, the CITY reserves the right to issue oral authorization to the CONSULTANT. with the understanding that written confirmation will follow immediately thereafter as possible. For reproduction of plans and specifications. beyond the requirements as identified under this AGREEMENT the CITY will pay the direct costs. The fees for Professional Services for each Project shall be determined by one of the following methods or a combination thereof. as mutually agreed upon by the CITY and the CONSU LT ANT. A fixed sum: The fee for a task or a scope of work may be a fixed sum as mutually agreed upon by the CITY and the CONSULTANT: Page 10 of32 Professional Service AGREEMENT T pepe© 12-31-12 (Revised SK 4-3-13. GM 6-18-13) Hourly Rate Fee The CITY agrees to pay, and the CONSULTANT agrees to accept. for the services rendered pursuant to this AGREEMENT, fees in accordance with the following: Category Hourly Rate Principal $192.30 Project Manager $150 Senior Engineer $162.05 Engineer $115.51 Construction Manager $126.00 Construction Inspection $72.12 Senior Draftsmanrr echnicallCADD Operator $156.46 Draftsmen $108.18 Data Processing I Clerical $69.15 Hourly rates will include all wages, benefits, overhead and profit. Page 1\ of 32 Professional Service AGREEMENT Tpepe© 12-3 t -12 (Revised SK 4-3-13, GM 6-18-(3) 5.0 Payment and Partial Payments The CITY will make monthly payments or partial payments to the CONSULTANT for all authorized WORK performed during the previous calendar month. For design and construction projects where fee for each phase is not specified. such payment shall. in the aggregate. not exceed the percentage of the estimated total Basic Compensation indicated below for each phase: • 15% upon completion and approval of Phase I. • 35% upon completion and approval of Phase II. • 55% upon submittal and approval of 50% complete drawings and outline specifications of Phase III. • 75% upon 100% completion and approval of Phases III and IV. • 90% upon completion of the Project and approval of all WORK Phase V). • 100% upon final completion and approval of WORK elements A and B of Phase VI. The CONSULTANT shall submit an original invoice to the City's project representative for each payment certifying the percentage of the WORK completed by the CONSULTANT. The amount of the invoices submitted shall be the amount due for all WORK performed to date. as certified by the CONSULTANT. The request for payment shall include the following information: • Project Name and CONSULTANT's Name. • Total Contract amount (CONSULTANT's lump sum negotiated), if applicable. • Percent of work completed. • Amount earned. • Amount previously billed. • Due this invoice. • Balance remaining. • Summary of work done this billing period. • Invoice number and date. • CONSULTANT's W-9 Upon request by the CITY the CONSULTANT shall provide the CITY with certified payroll data for the WORK reflecting salaries and hourly rates. 6.0 Right of Decisions All services shall be performed by the CONSU L T ANT to the satisfaction of the CITY's representative. who shall decide all questions. difficulties and disputes of whatever nature which may arise under or by reason of this AGREEMENT, the prosecution and fulfillment of the services. and the character. quality. amount and value and the representative's decisions upon all claims. questions. and disputes shall be final. conclusive and binding upon the parties unless such determination is clearly arbitrary or unreasonable. In the event that the CONSULTANT does not concur in the judgment of the representative as to any decisions made by him. he shall present his written objections to the City Manager and shall abide by the decision of the City Manager. Nothing in this section shall mean to deny the right to arbitrate. by either party. in accordance with the appropriate Arbitration Rules of the American Arbitration Association. Page 12 of32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13. GM 6-18-13) 7.0 Ownership of Documents All reports and reproducible plans, and other data developed by the CONSULTANT for the purpose of this AGREEMENT shall become the property of the CITY without restriction or limitation in connection with the owner's use and occupancy of the project. Reuse of these documents without written AGREEMENT from the CONSULTANT shall be the CITY'S sole risk and without liability and legal exposure to the CONSULTANT. When each individual section of the WORK under this AGREEMENT is complete all of the above applicable data shall be delivered to the CITY. 8.0 Court Appearances, Conferences and Hearings Nothing in this contract shall obligate the CO NSUL T ANT to prepare for or appear in litigation on behalf of the CITY without additional compensation except for any dispute arising out of this contract unless the CONSULTANT or its employee is subpoenaed to testify as a fact witness. The amount of such compensation for expert preparation and testimony or consultation shall be mutually agreed upon and be subject to a supplemental AGREEMENT approved by the City Commissioners and upon receipt of written authorization from the CITY prior to performance of a court appearance and conference. The CONSULTANT shall confer with the CITY at any time during construction of the improvement contemplated as to interpretation of plans, correction of errors and omissions and preparation of any necessary plan thereof to correct such errors and omissions or clarify without added compensation. 9.0 Notices Any notices, reports or other written communications from the CONSULTANT to the CITY shall be considered delivered when received by the CITY. Any notices, reports or other communications from the CITY to the CONSULTANT shall be considered delivered when received by the CONSULTANT or its authorized representative. 10.0 Audit Rights The CITY reserves the right to audit the records of the CONSULTANT related to this AGREEMENT at any time during the execution of the WORK and for a period of one year after final payment is made. This provision is applicable only to projects that are on a time and cost basis. I 1.0 Subletting The CONSULTANT shall not sublet, assign, or transfer any WORK under this AGREEMENT without the prior written consent of the CITY. 12.0 Warranty The CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT. to solicit or secure this contract and that he has not paid or agreed to pay any company or person other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage fee, gifts or any other considerations contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the CITY shall have the right to annul this contract without liability. Page 13 of32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13. GM 6-18-13) 13.0 Termination of AGREEMENT It is expressly understood and agreed that the CITY may terminate this AGREEEMENT without penalty by declining to issue Notice to Proceed authorizing WORK. in which event the CITY'S sole obligation to the CONSULTANT shall be payment for the WO RK previously authorized and performed in accordance with the provisions of this AGREEMENT, such payment to be determined on the basis of the WORK performed by the CONSULTANT up to the time oftermination . . Upon termination. the CITY shall be entitled to a refund of any monies paid for any period of time subsequent to date of termination for which no work was performed. 14.0 Duration of AGREEMENT This AGREEMENT is for a time period of three (3) years, commencing upon approval and execution of AGREEMENT. This AGREEMENT shall remain in force until the actual completion of performance of a given project awarded to the CONSULTANT, or unless otherwise terminated by the CITY. 15.0 Renewal Option This AGREEMENT may be renewed, at the sole discretion of the CITY, for an additional period not to exceed a total contract period, including renewals, of one (I) year. 16.0 Default In the event either party fails to comply with the provisions of this AGREEMENT, the aggrieved party may declare the other party in default and notify him in writing. In such event, the CONSULTANT will only be compensated for any completed professional services. 'In the event partial payment has been made for such professional services not completed, the CONSULTANT shall return such sums to the CITY within ten (10) days after notice that said sums are due. In toe event of any litigation between the parties ariSing out of or relating in any way to this AGREEMENT or a: breach thereof. each party shall bear its own costs and legal fees. 17.0 Insurance and Indemnification The CONSULTANT shall maintain during the term of this AGREEMENT the insurance as set forth in "Attachment A, Insurance and Indemnification" to this AGREEMENT. 18.0 AGREEMENT Not Exclusive Nothing in this AGREEMENT shall prevent the CITY from employing other CONSULTANTS to perform the same or similar services. 19.0 Codes. Ordinances and Laws The CONSULTANT agrees to abide and be governed by all duly promulgated and published municipal. County, state and federal codes, ordinances, rules, regulations and laws in effect at the time of design which have a direct bearing on the WORK involved on this project. The CONSULTANT is required to complete and sign all affidavits, including Public Entity Crimes Affidavit form (attached) pursuant to FS 287.133(3) (a), as required by the Request for Qualifications applicable to this AGREEMENT. Page 14 of32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13, GM 6-18-13) 20.0 Taxes CONSULTANT shall be responsible for alf payments of federal, state, and/or local taxes related to the Operations, incfusive of sales tax if applicable. 21.0 Drug Free Workplace CONSULTANT shall comply with the Drug Free Workplace policy set forth in attachment # two which is made a part of this AGREEMENT by reference. 22.0 Independent Contractor CONSULTANT is an independent entity under this AGREEMENT and nothing herein shalf be construed to create a partnership, joint venture, or agency relationship between the parties. 23.0 Duties and Responsibilities CONSULTANT agrees to provide its services during the term of this AGREEMENT in accordance With all applicable laws, rules, regulations, and health and safety standards of the federal, state, and City, which may be applicable to the service being provided. 24.0 licenses and Certifications CONSULTANT shalf secure all necessary business and professional licenses at its sole expense prior to executing the AGREEMENT. 25.0 Entirety of AGREEMENT This writing embodies the entire AGREEMENT and understanding between the parties hereto. and there are no other AGREEMENTs and understandings, oral or written. with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change. or modification of the terms of this AGREEMENT shall be valid unless made in writing and signed by both parties hereto, and approved by the City Commissioner if required by municipal ordinance or charter. 26.0 fury Trial CITY and CONSULTANT knowingly, irrevocably voluntarily and intentionally waive any right either may have to a trial by jury in State or Federal Court proceedings in respect to any action. proceeding, lawsuit or countercfaim arising out of the Contract Documents or the performance of the Work thereunder. 27.0 Validity of Executed Copies This AGREEMENT may be executed in several counterparts. each of which may be construed as an original. 28.0 Rules of Interpretation Throughout this AGREEMENT the male pronoun may be substituted for female and neuter and the singular words substituted for plural and plural words substituted for singular wherever applicable. Page 15 of 32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13. GM 6-18-13) 29.0 Severability If any term or provision of this AGREEMENT or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this AGREEMENT, or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this AGREEMENT shall be valid and enforceable to the fullest extent permitted by law. 30.0 Non-Waiver CITY and CONSULTANT agree that no failure to exercise and no delay in exercising any right, power or privilege under this AGREEMENT on the part of either party shall operate as a waiver of any right, power, or privilege under this AGREEMENT. No waiver of this AGREEMENT. in whole or part, including the provisions of this paragraph, may be implied by any act or omission and will only be valid and enforceable if in writing and duly executed by each of the parties to this AGREEMENT. Any waiver of any term, condition or provision of this AGREEMENT will not constitute a waiver of any other term, condition or provision hereof, nor will a waiver of any breach of any term, condition or provision constitute a waiver of any subsequent or succeeding breach. 31.0 No Discrimination No action shall be taken by the CONSULTANT which would discriminate against any person on the basis of race, creed, color, national origin, religion, sex, familial status, ethnicity, sexual orientation or disability. The CONSULTANT shall comply with the Americans with Disabilities Act 32.0 Equal Employment In accordance with Federal, State and Local law, the CONSULTANT shall not discriminate against any employee or applicant for employment because of race, color, ethnicity, religion, sex, sexual orientation, national origin or handicap. The CONSULTANT shall comply with all aspects of the Americans with Disabilities Act (ADA) during the performance of this contract. 33.0 Governing Laws This AGREEMENT and the performance of services hereunder will be governed by the laws of the State of Florida, with exclusive venue for the resolution of any dispute being a court of competent jurisdiction in Miami-Dade County, Florida. 34.0 Effective Date This AGREEMENT shall not become effective and binding until it has been executed by both parties hereto and the effective date shall be the date of its execution by the last party so executing it. 35.0 Third Party Beneficiary It is specifically understood and agreed that no other person or entity shall be a third party beneficiary hereunder, and that none of provisions of this AGREEMENT shall be for the benefit of or be enforceable by anyone other than the parties hereto, and that only the parties hereto shall have any rights hereunder. Page 16 of 32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13, GM 6-18-13) 36.0 Further Assurances The parties hereto agree to execute any and all other and further documents as might be reasonably necessary in order to ratify, confirm, and effectuate the intent and purposes of the AGREEMENT. 37.0 Time of Essence Time is of the essence of this AGREEMENT. 38.0 Interpretation This AGREEMENT shall not be construed more strongly against either party hereto, regardless of who was more responsible for its preparation. 39.0 Force Majeure Neither party hereto shall be in default of its failure to perform its obligations under this AGREEMENT if caused by acts of God, Civil commotion, strikes, labor disputes, or governmental demands or requirements that could not be reasonably anticipated and the effects avoided or mitigated. Each party shall notify the other of any such occurrence. 40.0 Notices . Whenever notice shall be required or permitted herein, it shall be delivered by hand delivery, e-mail, facsimile transmission or certified mail, with return receipt requested and shall be deemed delivered on the date shown on the delivery confirmation or if by certified mail, the date on the return receipt or the date shown as the date same was refused or unclaimed. Notices shall be delivered to the follOWing individuals or entities at the addresses (including e-mail) or facsimile transmission numbers set forth below: To CITY: With copies by U.S. mail to: To CONSULTANT: City Manager, ~ T-EV IO<~ A I e)t.At-H:>e. Q.. 6130 Sunset Dr. South Miami, FL 33143 Fax: S05 Got;."3 (03 4s E-mail: -5:A le>lANDE;r<!-@ SOCJ+hMI,47Y\I~. '10 V'" City Attorney, Thomas Pepe, Esquire 6130 Sunset Dr. South Miami, FL 33143 Fax: (305) 341-0584 E-mail: tpepe@southmiamifl.gov e written subject to the CONT~~~~: "---_ Name: --~~~-C-o-rr-a-d-in-o-=A=I~C-P---- Title: Presiden OWNER: c\TY·=:::O't-:::=-:-;=:-:-~777.;------- Page 17 of32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13, GM 6-18-13) Page 18 of32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13, GM 6-18-13)