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THE CITY OF PLEASANT LIVING To: FROM: Via: 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 Quentin Pough, Director of Parks & Recreation Agenda Item No.: 5 April 7, 2015 A Resolution authorizing the City Manager to negotiate and to enter into a contract with Milian, Swain & Associates, Inc. to provide professional engineering services to improve and resolve the ponding issue at Dante Fascell Park. The City's Parks and Recreation Department requires professional engineering services to improve and resolve the ponding caused by the run-off from the existing tennis courts located at Dante Fascell Park. The swale, located on the south end of the tennis courts, is filled with run-off material consisting of Har-Tru clay, crushed stone and mud. After either a rainy day or watering of the tennis courts, the runoff enters the swale which prevents water from percolating into the ground, thus creating a ponding issue and safety concern for patrons. Please refer to photos illustrated below. Our goal in completing this project is to provide professional drainage design plans and construction drawings for general contractor bidding. In accordance with and pursuant to Florida Statute 287.055 for CCNA, the City Manager has negotiated an agreement with Milian, Swain & Associates, Inc. who was one of five consultants previously selected to perform professional services for the City and who was next in the rotation for selection. Milian, Swain & Associates, Inc. has submitted a proposal in the amount of $17,391 to provide surveying, drainage testing, design and permitting, bidding and construction administration, shop drawing review and photographs. · THE CITY OF PLEASANT LIVING AMOUNT: ACCOUNT: ATTACHMENTS: CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM Amount not to exceed $17,391 The expenditure shall be charged to the Capital Improvement Program, account number 301-2000-572-6450, which has a balance of $318,809 before this request was made. Resolution Resolution #186-13-14004 Proposal, Milian, Swain & Associates Professional Service Agreement 1 RESOLUTION NO. ______ _ 2 3 A Resolution authorizing the City Mauager to negotiate and to enter into a contract with 4 Milian, Swain & Associates, Inc. to provide professional engineering services to improve 5 and resolve the ponding issue at Dante Fascell Park. 6 7 WHEREAS, the City's Parks and Recreation Department requires professional engineering 8 services to improve and resolve the ponding caused by the run-off from the existing tennis courts located 9 at Dante Fascell Park; and 10 11 WHEREAS, the City desires to hire a consultant to complete professional engineering services 12 consisting of drainage design plans and construction drawings for general contractor bidding; and 13 14 WHEREAS, in accordance with and pursuant to Florida Statute 287.055 for CCNA, the City 15 Manager has negotiated an agreement with Milian, Swain & Associates, Inc. who was one of five 16 consultants previously selected to perform professional services for the City and who was next in the 17 rotation for selection. The negotiated agreement is for a sum of$17,391. 18 19 NOW, THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION 20 OF THE CITY OF SOUTH MIAMI, FLORIDA THAT: 21 22 Section 1. The City Manager is authorized to negotiate and to enter into a contract with Milian, 23 Swain & Associates, Inc., for an amount not to exceed $17,391 to complete professional engineering 24 services to improve and resolve the ponding caused by the run-off from the existing tennis courts located 25 at Dante Fascell Park. Funding for this project will come from Parks and Recreation Capital Improvement 26 Program account 301-20000-572-6450, which has a current balance of $318,809 before this request was 27 made. A copy of Milian, Swain & Associates, Inc. proposal is attached. 28 29 Section 2. Severability. If any section clause, sentence, or phrase of this resolution is for any 30 reason held invalid or unconstitutional by a court of competent jurisdiction, the holding shall not affect 31 the validity of the remaining portions of this resolution. 32 Section 3. Effective Date. This resolution shall become effective immediately upon adoption by 33 vote of the City Commission. 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 PASSED AND ENACTED this __ day of _____ ., 2015. ATTEST: CITY CLERK READ AND APPROVED AS TO FORM: LANGUAGE, LEGALITY AND EXECUTION THEREOF CITY ATTORNEY APPROVED: MAYOR COMMISSION VOTE: Mayor Stoddard: Vice Mayor Harris: Commissioner Edmond: Commissioner Liebman: Commissioner Welsh: RESOLUTION NO.: 186-13-14004 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, Milian., Swain and Associates, Inc., Indigo Service Corporation, O'Leary Richards Design Associates, Inc., Rosenberg Design Group, Inc., Curtis and Rogers Design StudiO, Inc., REE Consulting, LLC. dba G. Batista and ASSOCiates 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 qualiflcabons 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; Milian, Swain and Associates, Inc., Indigo Service Corporation, O'Leary Richards Design ASSOCiates, Inc., Rosenberg Design Group, Inc., Curtis and Rogers Design StudiO, Inc., REE Consulting, LLC. dba G. Batista and Associates; 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.r.ates in accordance with the procedure set forth in Florida Statute 287.055 (Consultant's Competitive Negotiation Act) Milian, Swain and Associates, Inc., Indigo Service Corporation, O'Leary Richards Design Associates, Inc., Rosenberg Design Group, Inc., Curtis and Rogers Design Studio, Inc., REE Consulting, LLC.dba G. Batista and Associates. A resolution shall be presented to the Commission for approval of each projE)ct to be awarded in the future to a selected firms. 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 3rd day of september ,2013. Ail:;/l!~ M»i'YO'R .. . COMMISSION VOTE: 5-0 Mayor Stoddard: Yea Vice Mayor Liebman Yea Commissioner Newmam Yea Commissioner Harris: Yea Commissioner Welsh: Yea Milian, Swain & Associates,lnc. March 18,2015 CITY OF SOUTH MIAMI PUBLIC WORKS DEPARTMENT 4795 SW 75th Avenue. Miami, Florida 33155 Attn.: Mr. Quentin Pough Director of Parks & Recreation 2025 SW 32 Avenue. Suite 110. Miami. Florida 33145 Tel: (305) 441·0123 Fax: (305) 441-0688 www.milianswain.com MSA File: Proposal Transmitted via e-mail to: QPough@southmiamifl.gov Ref.: Request for Proposal-Dante Fascell Park Drainage Improvements 8600 SW 57th AVE, South Miami, F133143 City of South Miami, Miami-Dade County, Florida Dear Mr. Pough: On behalf of our management and staff, we wish to express our thanks to the City for considering MSA as your engineering consultant for this challenging assignment. Enclosed you will find our fee proposal detailing the proposed Scope of Services. We will commence with our assignment after your final review and acceptance of this proposal and upon receipt of a Notice to Proceed from your office. Please kindly review and let us know of any comments or questions that you may have. Sincerely, MILIAN, SWAIN & ASSOCIA TES, INC. [ I I(l;! r' ,- 0c;r MItrA's) ',.Se i ngineer Copy: Arsenio Milian, P.E .. Julio Menache Proposal file Attachments: Schedule A: "Scope of Services" Civil Engineers Cl Environmental Scientists & Engineers lj?;-Utility Management () Financial Consultants 2025 SW 32 Avenue, Suite 110, Miami, Florida 33145 Tel: (305) 441-0123 Fax: (305) 441-0688 www.milianswain.com Milian, Swain & Associates, Inc. SCHEDULE A: "SCOPE OF SERVICES" "Dante Fascell Park Drainage Improvements" 8600 SW 57th AVE, City of South Miami, Miami-Dade County, Florida INTRODUCTION The City of South Miami ("The City") requires professional engineering services to improve and resolve the ponding caused by the run-off from the existing tennis courts located at Dante Fascell Park in the City of South Miami, within the limits depicted in attached Exhibit A. In general, the proposed improvements will require surveying, drainage testing, Design (Grading, Drainage, Permitting, Bidding and Construction Phase Services. The design team ("The Consultant Team") that will participate in this project is comprised of the following firms: • Milian, Swain & Associates, Inc. -Civil Engineering ("Consultant") Sub·Consultants: • Longitude Surveyors. Surveying & Mapping ("Longitude") • Geosol, Inc. -Geotechnical Engineering ( "Geosol") Based on our current knowledge of existing and proposed improvements, Millan, Swain & Associates, Inc. (Consultant) proposes the following Scope of Services: SCOPE OF SERVICES TASK 01: SURVEY a. The Consultant will retain and coordinate the services of Longitude Surveyors (Surveyor); a professional land surveyor registered in the State of Florida to perform a Topographic Survey of the affected areas of the project site within the general limits depicted in attached Exhibit A. b. The Surveyor will locate all utility castings, existing pedestrian walks (identify if asphalt, concrete, etc.), delimit existing tennis courts, existing fences, surrounding swales, trees (provide trunk diameter), curbs, signs and all other significant above ground features within the general limits depicted in attached Exhibit A. c. The Surveyor will provide rim/grate, invert elevations, pipe diameters and pipe direction at all accessible drainage structures, sanitary sewer manholes, clean outs. Provide cross-sectional spot elevations @ 25 ft. intervals and at high and low pOints within the existing tennis court and every 5 ft between the tennis courts and existing walkways, including sidewalk (front and back), swale (top and bottom), edge of pavement. All existing elevations shall be based on NGVD datum. Civil Engineers 0 Environmental Scientists & Engineers 0 Utility Management 0 Financial Consultants Milian, Swain & Associates, Inc. 2025 SW 32 Avenue. Suite 110. Miami. Florida 33145 Tel: (305) 441-0123 Fax: (305) 441-0688 www.milianswain.com d. The Surveyor will prepare plan view of survey to contain ALL survey information gathered in the field. e. Survey will be prepared by the Surveyor in AutoCAD format using size "D" (24" x 36") sheets and the City's standard sheet title block format. f. The Surveyor will provide two (2) signed and sealed hard copies and two (2) electronic copies to the Consultant. Consultant will provide One (1) hardcopy and one (1) electronic copy of the survey( s) to the City. TASK 02: DRAINAGE TESTING a. The Consultant will retain the services of a geotechnical engineer registered in the State of Florida to perform two (2) percolation tests within limits of Exhibit A. based on Test Location Map(s) prepared and provided by the Consultant. b. Percolation Test Procedures shall be in accordance with the South Florida Water Management District Usual Open Hole Test (Constant Head) procedures. Tests shall be fifteen (15) feet deep as measured from existing grade. c. Actual field location of tests shall be offset if needed to clear existing obstructions or utilities, if any. Utility clearance will be obtained by the Geotechnical Engineer prior to performance of the tests. d. The Geotechnical Engineer will prepare a Percolation Test Report to include field test results and calculated soil hydraulic conductivity (K-Value) for each test. e. The Testing Lab performing the tests will fill all holes, cuts, or other excavations made during the tests to avoid the possibility of accidents or damage to any pedestrian or vehicular traffic. f. Two (2) signed and sealed sets of the test report shall be submitted by the Geotechnical Engineer to the Consultant. Consultant will submit One (1) signed and sealed copy of the test report to the City. TASK 03: DESIGN AND PERMITTING a. Attend initial coordination (Kick off) meeting with the City. b. The Consultant will obtain a Design Ticket from Sunshine State One Call of Florida, Inc. and request as built information from utility companies listed as having potential utilities within the project site. In addition, the ConSUltant will request pertinent underground records from the City's department of Public Works. c. Based on review of the topographic survey, drainage tests and record drawings of existing drainage system(s) within the impacted project areas, the consultant will identify area(s) within the site that could be improved by the installation of a new drainage system. Prepare design Civil Engineers C~ Environmental Scientists & Engineers 0 Utility Management 0 Financial Consultants, Milian, Swain & Associates, Inc, 2025 SW 32 Avenue, Suite 110, Miami, Florida 33 145 rei: (305) 441·0123 Fax: (305) 441·0688 www.milianswain.com drawings and drainage calculations for the installation of exfiltration trench (French drain) systems at the selected locations, sod and pavement restoration as applicable. d. Prepare Paving, Grading and Drainage for the construction of the proposed improvements of the site in accordance with the City of South Miami Public Works and Miami Dade County RER-Water Control standards to include all proposed drainage improvements, as applicable to the site. The proposed design will address utility crossings, sod and pavement restoration within the affected segments, pertinent details for exfiltration trenches, drainage structures, pavement restoration, supporting drainage calculations and Updated Opinion of Probable Construction Costs. Technical specifications will be incorporated as part of the design drawings. f. Submit two (2) draft copies of the design package to the City for review and comments. g. Prepare Final construction drawings, specifications and drainage calculations reflecting 100% review comments received from the City to include Final Opinion of Probable Construction Costs. h. The Consultant will assist the City in obtaining approvals from the following agencies: • City of South Miami Public Works Department. • Miami Dade RER -Water Control Section. I. Identify all processing and permit fees required by the regulatory agencies and request fees from the City. All applicable Permit fees are to be paid directly by the City. . m. Prepare and submit the permit packages and processing fees as required for review and approval. n. The consultant will retrieve the permit package(s), revise the plans if needed and deliver approved drawings to the City. TASK 04: BIDDING & CONSTRUCTION PHASE The Consultant will provide assistance during the bidding and construction phases of the project as follows: a. Attend Pre-Bid Meeting with the City and prospective bidders. b. Respond to bidder's RFI's and issue addenda and clarification ofthe construction documents, if needed. c. Attend pre-construction meeting with the City and selected contractor. d. Review shop drawings of the proposed improvements. Civil Engineers 0 Environmental Scientists & Engineers (J Utility Management 0 Financial Consultants Milian,Swain & Associates, Inc, 2025 SW 32 Avenue, Suite I 10, Miami, Florida 33 145 Tel: (305) 441-0123 Fax: (305) 441-0688 www.milianswain.com e, Perform two (2) construction observations (limited to 3.0 hrs per visit = 6 hours max.) to observe the general status and progress of the work: including writing and distributing construction observation report after each site visit. NOTE: Construction Observations by the Consultant are limited to observing the work and materials that are to become part of a completed project in conformance with the approved construction documents. The implementation and monitoring of construction safety programs is the responsibility of the Contractor and is not part of the Consultant's Scope of Services, The Consultant shall not be held responsible for Contractor's construction means, methods, techniques, sequences or procedures, or for safety precautions and safety programs connected with the work. f. Perform a Substantial Completion Construction observation of the proposed improvements, to ensure that the work completed meets the minimum requirements for SUbstantial completion in accordance with the Contract Documents, including preparation of a Punch List of any defects and discrepancies in the work, g, Perform a Final Construction Observation to ensure satisfactory completion of all items in the Punch List. h. Review record drawings (as-built) prepared by the Contractor's registered land surveyor for conformance with the approved construction documents. Request final copy of as-built in hard and electronic formats and submit to the City. i. Recommend execution of a Certificate of Final Acceptance and final payment to the Contractor upon satisfactory completion of all items in the Punch List and receipt of all necessary close-out documentation from the Contractor. COMPENSATION Compensation shall be based on a Fixed Fee Basis. The total fixed fee for this project including sub- consultant services is $17,391.00. A breakdown of the work effort required to perform the tasks contained in this proposal is included in attached Exhibits B, The Consultant will submit monthly invoices for services rendered and costs incurred in accordance with the invoice submittal format contained in current Professional Services Agreement between the City of South Miami (City) and Millan, Swain & AssOCiates, Inc. (Consultant). Civil Engineers (';ll Environmental Scientists & Engineers 0 Utility Management () Financial Consultants Milian, Swain &Associates,lnc. 2025 SW 32 Avenue, Suite I 10, Miami, Florida 33 145 Tel: (305) 441·0123 Fax: (305) 441·0688 www.milianswain.com WORK AUTHORIZATION "Dante Fascell Park Drainage Improvements" 8600 SW 57th AVE, City of South Miami, Miami-Dade County, Florida The City of South Miami (CLIENT) and Milian, Swain & ASSOCiates, Inc. (Consultant) agree with the above scope of services and compensation terms. Milian, Swain & Associates, Inc. Approved this _ day of _____ , 2015 By:, ___ --:-_.,.--:=_=-::,--__ _ Arsenio Milian, P .E. President City of South Miami Approved this _ day of ____ , 2015 By: __ ----::-:------::-=:-:--_____ _ Name & Title -END- Civil Engineers ~} Environmental Scientists & Engineers 0 Utility Management 0 Financial Consultants [)anteFaScellPark (8700 Red Roaq, .. SoutbMiartli, FI33143) IMilian, Swain & Associates, Florida 33145 ACTIVITY SURVEY (longitude Surveyors) Drainage Testing (Geosol, Inc.) $2,750.00 $2,325.00 TOTAL (SubConsultants): $5,075.00 PennitlReview fees not included and to be paid directly by the Prepared By: Jorge Torres Date: 03118/15 EXHIBIT B SUMMARY-ENGINEERING FEE ESTIMATE CITY OF SOUTH MIAMI PUBLIC WORKS DEPARTMENT "Dante Fascell Park Drainage Improvements" 8600 SW 57th AVE, City of South Miami, FI Total MSA Activity Salary TOTAL HOURS TOTAL Subconsultant serviC~ $S,075.0oloate: TOTAL(Fbced Fee Servicesll ("1)Other Costs (Projected Direct Costs (i.e. Document Reproduction, prints, GRAND $17,391.00 For Activity $11,906.00 PROFESSIONAL SERVICE AGREEMENT General c:::.'Ift' €'t:'}i"""" "'6 ~ervices THIS AGREEMENT made and entered into this ~ day of ~uo-r. 20~ by and between the CITY OF SOUTH MIAMI. a. PQlitica.1 subdivision of the State Qf Florida and Mi f,'@!!1 5e~'" .... t!k:e~$, authorized to do business in the State of Florid •. hereinafter referred to as the "CONSULTANT". In consideration of the premises and the mutual covenants contained In this AG(!.EEMENT. the CITY OF SOUTH MIAMI. through its City Manager. agrees to employ the CONSULTANifor a period ending on ~iM'1=c,. Zal;' , and the CONSULTANT agrees to be available. continuing basis, to perform prOfe~onal se~ices 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 tile 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 engineer1ng work in-house or with other engineers. This AGREEMENT does not confer on. the CONSULTANT any exdusive rights to perform work on behalf of the City .01 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 .soli~lted by the City of South Miami outside of this AGR.EEMENT. 1.3 The CITY will ~onfer with the CONSULTANT before any Notice to Proceed is issued to discuss the scope of the work; the time needed to complete the WORK and the fee for the services to be rendered in connection with the WORK. 1.4 The CONSULTANT will submita proposal upon the CITY'S request prior to the issuance ofa 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 itwill furnish to the CONSUL TANTpians and other data availalble in the CITY files pertaining to the WORK to be performed under this AGREEMENT promptly after each Notice to Proceed. 1.6 The CONSULTANT agrees to produce and distribute minutes, promptly after e.ach meeting at which the CONSULTANT'S presence is required. Page I 0(31 Professional Service AGREEMENT Tpepe©i 2-31-12 (Revised SK 4-3-13. GM 6-18-13) 1.7 The CITY may designate a representative who. on behalf of the City Manager shall examine the documents submitted by the CONSULTANT and shall render decisions promptly. to avoid unreasonable delay in the progress of the CONSULTANT'S services. The CONSULTANT shall keep the CITY'S representative advised on the project status at all times. 1.8 The CITY agrees to issue all directives and approval in writing. 2.0 Professional Services 2. I General Services The professional services to be prOVided by the consultant may be one or more of the following. and include but not limited to: A Roadway Engineering to include streets. sidewalk. curb. gutter. drainage. associated traffic control devices. stripping. lighting. irrigation. speed reduction devices and residential landscaping. B. Drainage Design includes the necessary analysis needed to implement proposed drainage improvements. preparation of paving and drainage plan for municipal building and facilities. C. Civil Engineering. to include Distribution Systems Improvement / Analysis and design and Sanitary Sewer System Evaluation and design. D. Environmental Engineering. including. site investigation and design needed to prepare remediation plans to mitigate underground storage tanks. hazardous waste materials and asbestos materials. ' E. Traffic Engineering Services will include daily volume counts. data analysiS. preparation of conceptual improvements plan. present reports and recommendations to stakeholders and preparation of final traffic engineering report F. Architectural Services to provide drawings and specifications for new constructions as well as additions and renovations; attend meetings with City staff and presentations to City Commission; provide plans developed on AutoCAD latest version and copies of reproducible hard copy and diskette of plans in the requested format. G. Landscape Architecture including providing drawings and specifications for landscape projects; site master planning. analysis and deSign. urban design plans/concept diagrams. open space planning. analysis and deSign; community planning. analysis and design; natural resource planning analysis and deSign; Parks design; renderings/modeling; provide plans developed on AutoCAD latest version and copies of reprodUcible hard copy and diskette of plans in the requested format. H. Registered Surveying and Mapping Other incidental services associated to the above items. Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK4-3-13. GM 6-18-13) Page20fJI 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 ofthe respective disciplines. 2.2.1 Phase I-Preliminary and Schematic Design: A The CONSULTANT shall confer with representatives of the CITY and the end user to determine the full scope of the Project that will meet the program requirements, and shall advise the CITY if, in the CONSULTANT'S opinion, the allocated funds are adequate to accomplish the program requirements, as defined by an individual purchase order for the specific work to be performed. . B. The CONSULTANT shall use proper and adequate design control to assure the CITY that the program requirements will be met. C. The CONSULTANT shall prepare a Design Concept and Schematic Report, comprising of the Project Timetable (Master Schedule), Planning Summary (unless advised otherwise), Schematic Design Studies (unless advised otherwise) as defined below, and the Statement of Probable Construction Cost. D. The Proposed Project Timetable shall consist of a schedule showing the proposed completion date on each Phase of the Project through design, bidding, construction, and proposed date of completion. E. The Planning Summary (unless advised otherwise) shall consist of a vicinity plan and blow- up of the Site (if applicable) showing Project orientation, and a brief summary of all pertinent planning criteria used for the Project. F. The Schematic Design Studies (unless advised otherwise) shall consist of all plans, elevations, sections, etc. as required to show the scale and relationship of the parts and the design concept of the whole. A simple perspective sketch, rendering. model or photograph thereof may be provided to further show the design concept. G. The CONSULTANT shall present the Schematic design studies to the appropriate commission, committee, agency or board (hereinafter collectively referred to as "Boards") for their approval when the project requires such approval. The Consultant shall make copies necessary for presentation to the Board at no additional cost to City. H. The CONSULTANT shall present the schematic design studies to all the appropriate utility companies (such as FPL, Southern Bell, Dynamic Cable, MDWASA etc.) for any conflict with their utilities. Page 3 of31 Professional Service AGREEMENT T pepe© 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 II Study and Design Development: A From the approved Schematic Design documents, the CONSULTANT shall prepare Design Development Documents, comprising the drawings, outline specifications and other documents to fix and describe the size and character of the entire Project as to construction and finish materials and other items incidental thereto as may be appropriate and applicable. B. The Design Development Documents shall comprise the Proposed Project Timetable (updated), Outline Specifications, Updated' Statement of Probable Construction Cost, and Design Development Drawings, etc., as required to clearly delineate the Project. If the Updated Statement of Probable Construction Cost exceeds the allocated funds, feasible cost or scope reduction options shall be included. C. The CONSULTANT shall submit and present two (2) sets of all documents required under this Phase, without additional charge, for approval by the CITY and not proceed with the next Phase until directed by the CITY in writing. D. The CONSULTANT shall at all times monitor the Probable Construction Costs to make certain they remain within the total allocated budget. A Notice to Proceed to Phase III will not be issued if the latest statement of Probable Construction Cost exceeds the total allocated funds. 2.2.3 Phase III Final Design 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 Page4of31 Professional Service AGREEMENT T pepe© 12-31-12 (Revised SK 4-3-13, GM 6-18-13) approved otherwise. C. All construction documents shall be submitted in both "hard copy" and electronic media in a mutually agreed upon electronic format. but generally as follows: I. Non-drawing submittals in Microsoft Office Word format. 2. Drawings in AutoCAD format. 3. GIS files should be in ArcView format Version 3.2. D. When the development of the drawings has progressed to at least 50% completion in Phase III, the CONSULTANT shall submit two (2) copies to the CITY for approval, without additional charge, along with updated outline specifications. The CONSULTANT shall also submit at this time an updated Statement of Probable Construction cost as indicated by time factor, changes in requirements, or general market conditions and an updated Project Schedule. E. The CONSULTANT shall not proceed with the further development until approval of the documents is received from the CITY in writing. The CONSULTANT shall make all changes to documents required by the CITY before proceeding further. A set of the revised documents shall be returned to the CITY after incorporating all of the changes, if any. F. A Notice to Proceed for the completion of Phase III will not be issued if the latest Statement of Probable Construction Cost exceeds the total allocated funds, unless the CITY increases the total allocated funds or the CONSULTANT and the CITY agrees on methods of cost reductions sufficient to enable construction within the project budget. G. Upon 100% completion of the Construction Documents, the CONSULTANT shall submit to the CITY a final, updated Statement of Probable Construction Cost along with two (2) copies each of the final draft of all draWings, specifications, reports, programs, etc., without additional charge, for a final review and comments or approvals. H. The CONSULTANT shall make all the necessary presentations to the appropriate CITY Boards which would be normally reqUired of any construction project (such as Environmental Review Board, Historical Preservation Board etc.) for the final approval. 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" andlor 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 SK4-3-13, GM 6-18-13) PageSof31 2.2.4 Phase IV -Bidding and Negotiation Phase: A Upon obtaining all necessary approvals of the Construction Documents, and approval by the CITY ofthe latest Statement of Probable Construction Cost, the CONSULTANT shall furnish the drawings and specifications as indicated above for bidding, and assist the CITY in obtaining bids as well as awarding and preparing construction contracts. The CONSULTANT shall attend all pre-bid conferences. The CONSULTANT shall be present during the bid opening and as part of its assistance to the CITY will tally, evaluate and issue a recommendation to the CITY after verifying bond, insurance documents, questionnaire and reference submitted by the constructor. B. The CONSULTANT shall issue Addenda to the Construction Documents through the CITY as appropriate to clarify, correct or change Bid Documents. C. If Pre-Qualification of bidders is reqUired as set forth in the Request for Qualification, the CONSULTANT shall assist City in developing qualification criteria, review qualifications of prospective bidders, and recommend acceptance or rejection of the prospective bidders. D. If the lowest responsible Base Bid received exceeds the Total Allocated Funds the CITY may: I. Approve the increase in Project Cost and award a construction contract or, 2. reject all bids and rebid the Project within a reasonable time with no change in the Project, or 3. Direct the CONSULTANT to revise the Project scope or quality, or both, as approved by the CITY and rebid the Project, or 4. Suspend or abandon the Project, or 5. Exercise all options under the City Charter and State Law. NOTE: Under item (2) and (3) above, the CONSULTANT shall, without additional compensation, assist the CITY in obtaining re-bids, and awarding the re-bid of the project. Under item (3) above, the CONSULTANT shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the Total Allocated Funds when the lowest responsible bid is over 15% of the CONSULTANT estimate. All construction contracts must be approved by the City Commission after the City awards the contract for commission approval. E. For the purpose of payment to the CONSULTANT, the Bidding Phase will terminate and the services of the CONSULTANT will be considered complete upon signing of an AGREEMENT with a Contractor. Rejection of bids by the CITY does not constitute cancellation of the project, 2.2.5 Phase V General Administration of the Construction Contract: A The Construction Phase will begin with the City Commission approval of the award of the Construction Contract and will end when the Contractor's final Payment Certificate is approved and paid by the CITY. B. The CONSULTANT, as the representative of the CITY during the Construction Phase, shall advise and consult with the CITY and shall have authority to act on behalf of the CITY Page 6 of 31 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK4-3-13, GM 6-18-13) to the extent provided in the General Conditions and as modified in the Supplementary Conditions of the Construction Contract. C. The CONSULTANT shall attend pre-construction meetings. D. The CONSULTANT shall at all times have access to the project wherever it is in preparation or progress. E. The CONSULTANT shall visit the site at least weekly and at all key construction events to ascertain the progress of the Project and to determine in general if the WORK is proceeding in accordance with the Contract Documents. On the basis of on-site observations, the CONSULTANT will use reasonable and customary care to guard the CITY against defects and deficiencies in the WORK. The CONSULTANT may be required to provide continuous daily on-site observations to check the quality or quantity of the WORK as set forth in this AGREEMENT and defined by the Scope of WORK issued for the individual project. On the basis of the on-site observations, the CONSULTANT will advise the CITY as to the progress of and any observed defects and deficiencies in the WORK immediately in writing. F. The CONSULTANT shall furnish the CITY with a written report of all observations of the WORK made by him during each visit to the WORK. He shall also note the general status and progress of the WORK, and shall submit same in a timely manner. The CONSULTANT shall ascertain at least monthly that the Contractor is making timely, accurate, and complete notations on record drawings. G. Based on observations at the site and on the Contractor's Payment Certificate, the CONSULTANT shall determine the amount due the Contractor on account and he shall recommend approval of the Certificate in such amounts. The recommendation of approval of a Payment Certificate shall constitute a representation by the CONSULTANT to the CITY that, the CONSULTANT certifies to the CITY that the WORK has progressed to the point indicated, and the quality of the WORK is in accordance with the Contract Documents subject to: I. An evaluation of the WORK for conformance with the Contract Documents upon substantial completion. 2. The results of any subsequent tests required by the Contract Documents. 3. Minor deviations from the Contract Documents correctable prior to completion and acceptance of the project. H. The CONSULTANT shall have an affirmative duty to recommend rejection of WORK, which does not conform to the Contract Documents. Whenever, in its reasonable opinion, the CONSULTANT considers it necessary or advisable to insure compliance with the Contract Documents, it will have authority (With the City's prior approval) to recommend special inspections or testing of any WORK deemed not to be in accordance with the Contract Documents whether or not such WORK has been fabricated and delivered to the Project, or installed and completed. 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 SK4-3-13, GM 6-18-13) Page7of31 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 manual, to be used by the CITY, outlining the implementation plan of all the required maintenance necessary to keep the proposed WORK operational in a safe and effective manner. B. The CONSULTANT shall furnish to the CITY, reproducible record (as-built) drawings updated based on information furnished by the Contractor: such drawings shall become the property of the CITY. C. The CONSULTANT shall assist in the inspection of the WORK one month before the expiration of any guarantee period or the sixth month whichever is earlier and report any defective WORK in the Project under terms of the guarantee/warranties for correction. The CONSULTANT shall assist the CITY with the administration of guarantee/warranties for correction of defective WORK that may be discovered during the said period. D. The CONSULTANT shall furnish the City with a 3-ring binder labeled "Close-out Documents" that will include, as a minimum, a copy of: • Certificates of completion • As-Builts (112 size) • Test Results • Daily construction inspection reports • Progress meeting minutes • Approved shop draWings Page8of31 Professional Service AGREEMENT T pepe© 12-31-12 (Revised SK 4-3-13, GM 6-18-13) • Warranty manuals as applicable • Final release of liens • Final payment to contractor 2.3 Additional Professional Services Additional Services as listed below are normally considered to be beyond the scope of the Basic Services for design and construction, as defined in this AGREEMENT, but which are additional services which may be authorized within the Scope of Work given the CONSULTANT. A Special analysis of the CITY'S needs, and special programming requirements for a project. B. Financial feasibility, life cycle costing or other special studies. C. Planning surveys, site evaluations, or comparative studies of prospective sites. D. DeSign services relative to future facilities, systems and equipment. which are not intended to be constructed as part of a specific Project. E. Services to investigate existing conditions (excluding utilities) or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by the CITY. F. Professional detailed Estimates of Construction Cost consisting of quantity surveys itemizing all material, equipment and labor required for a Project. G. Consultation concerning replacement of any WORK damaged by fire or other cause during construction, and furnishing professiol1al 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 andlor 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 ofll Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK4-3-13, 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 ofthe CONSULTANT. 3.0 Time for Completion The services to be rendered by the CONSULTANT for any WORK shall be commenced upon written Notice to Proceed from the CITY subsequent to the execution of this AGREEMENT and shall be completed within the time based on reasonable determination, stated in the said Notice to Proceed. A reasonable extension of time will be granted in the event there is a delay on the part of the (;ITY in fulfilling its part of the AGREEMENT, change of scope of work or should any other events beyond the control of the CONSULTANT render performance of his duties impossible . . 4.0 Basis of Compensation The CONSULTANT agrees to negotiate a "not to exceed" fee or a fixed sum fee for each of the WORK assigned to him based on the Scope of such WORK. Upon AGREEMENT of a fee, the CITY will issue a written authorization to proceed to the CONSULTANT. In case of emergency, the CITY reserves the right to issue oral authorization to the CONSULTANT, with the understanding that written confirmation will follow immediately thereafter as possible. For reproduction of plans and specifications, beyond the requirements as identified under this AGREEMENT the CITY will pay the direct costs. The fees for Professional Services for each Project shall be determined by one of the following methods or a combination thereof, as mutually agreed upon by the CITY and the CONSULTANT. A fixed sum: The fee for a task or a scope of work may be a fixed sum as mutually agreed upon by the CITY and the CONSULTANT: Hourly rate fee: The CITY agrees to pay, and the CONSULTANT agrees to accept, for the services rendered pursuant to this AGREEMENT, fees in accordance with the following: Category Principal Engineer Senior Project Manager Project Manager Senior Engineer Project Engineer Construction Manager Construction Inspector Designerl Senior CADD Operator Draftsman/CADD Operator Data Processing I Clerical Hourly rates will include all wages, benefits, overhead and profit. Page IOof31 Professional Service AGREEMENT T pepe© 12-31-12 (Revised SK 4-3-13, GM 6-18-13) Hourly Rate $226 $178 $125 $125 $105 $110 $85 $80 $75 $60 5.0 Payment and Partial Payments The CITY will make monthly payments or partial payments to the CONSULTANT for all authorized WORK performed during the previous calendar month. For design and construction projects where fee for each phase is not specified, such payment shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each phase: • 15% upon completion and approval of Phase I. • 35% upon completion and approval of Phase II. • 55% upon submittal and approval of 50% complete drawings and outline specifications of Phase III. • 75% upon 100% completion and approval of Phases III and IV. • 90% upon completion of the Project and approval of all WORK Phase V). • 100% upon final completion and approval of WORK elements A and B of Phase VI. The CONSULTANT shall submit an original invoice to the City's project representative for each payment certifying the percentage of the WORK completed by the CONSULTANT. The amount of the invoices submitted shall be the amount due for all WORK performed to date, as certified by the CONSULTANT. The request for payment shall include the following information: • Project Name and CONSULTANTs Name. • Total Contract amount (CONSULTANTs 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. • CONSULTANTs W-9 Upon request by the CITY the CONSULTANT shall provide the CITY with certified payroll data for the WORK reflecting salaries and hourly rates. 6.0 Right of Decisions All services shall be performed by the CONSULTANT to the satisfaction of the CITY's representative, who shall decide all questions, difficulties and disputes of whatever nature which may arise under or by reason of this AGREEMENT, the prosecution and fulfillment of the services, and the character, quality, amount and value and the representative's decisions upon all claims, questions, and disputes shall be final, conclusive and binding upon the parties unless such determination is clearly arbitrary or unreasonable. In the event that the CONSULTANT does not concur in the judgment ofthe 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 II of31 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK4-3-13, GM 6-18-13) 7.0 Ownership of Documents All reports and reproducible plans, and other data developed by the CONSULTANT for the purpose of this AGREEMENT shall become the property of the CITY without restriction or limitation in connection with the owner's use and occupancy of the project. Reuse of these documents without written AGREEMENT from the CONSULTANT shall be the CITY'S sole risk and without liability and legal exposure to the CONSULTANT. When each individual section of the WORK under this AGREEMENT is complete all of the above applicable data shall be delivered to the CITY. 8.0 Court Appearances, Conferences and Hearings Nothing in this contract shall obligate the CONSULTANT to prepare for or appear in litigation on behalf of the CITY without additional compensation except for any dispute arising out of this contract unless the CONSULTANT or its employee is subpoenaed to testify as a fact witness. The amount of such compensation for expert preparation and testimony or consultation shall be mutually agreed upon and be subject to a supplemental AGREEMENT approved by the City Commissioners and upon receipt of written authorization from the CITY prior to performance of a court appearance and conference. The CONSULTANT shall confer with the CITY at any time during construction of the improvement contemplated as to interpretation of plans, correction of errors and omissions and preparation of any necessary plan thereof to correct such errors and omissions or clarify without added compensation. 9.0 Notices Any notices, reports or other written communications from the CONSULTANT to the CITY shall be considered delivered when received by the CITY. Any notices, reports or other communications from the CITY to the CONSULTANT shall be considered d"livered 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 120f31 Professional Service AGREEMENT Tpepe© 12-31-12 (Revised SK 4-3-13, GM 6-18-13) 13.0 Termination of AGREEMENT It is expressly understood and agreed that the CITY may terminate this AGREEEMENT without penalty by declining to issue Notice to Proceed authorizing WORK, in which event the CITY'S sole obligation to the CONSULTANT shall be payment for the WORK previously authorized and performed in accordance with the provisions of this AGREEMENT, such payment to be determined on the basis of the WORK performed by the CONSULTANT up to the time of termination. Upon termination, the CITY shall be entitled to a refund of any monies paid for any period of time subsequent to date of termination for which no work was performed. 14.0 Duration of AGREEMENT This AGREEMENT 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 five (5) years. 16.0 Default In the event either party fails to comply with the provisions of this AGREEMENT, the aggrieved party may declare the other party in default and notify him in writing. In such event, the CONSULTANT will only be compensated for any completed professional services. In the event partial payment has been made for such professional services not completed, the CONSULTANT shall return such sums to the CITY within ten (10) days after notice that said sums are due. In the event of any litigation between the parties arising out of or relating in any way to this AGREEMENT or a breach thereof, each party shall bear its own costs and legal fees. 17.0 Insurance and Indemnification The CONSULTANT shall maintain during the term of this AGREEMENT the insurance as set forth in "Attachment A, Insurance and Indemnification" to this AGREEMENT. 18.0 AGREEMENT Not Exclusive Nothing in this AGREEMENT shall prevent the CITY from employing other CONSULTANTS to perform the same or similar services. 19.0 Codes. Ordinances and Laws The CONSULTANT agrees to abide and be governed by all duly promulgated and published municipal, County, state and federal codes, ordinances, rules, regulations and laws in effect at the time of design which have a direct bearing on the WORK involved on this project. The CONSULTANT is required to complete and sign all affidavits, including Public Entity Crimes Affidavit form (attached) pursuant to FS 287.133(3) (a), as required by the Request for Qualifications applicable to this AGREEMENT. Page 13 of31 Professional Service AGREEMENT Tpepe© 12-31-12 (Revised SK 4-3-13, GM 6-18-13) 20.0 Taxes CONSULTANT shall be responSible for all payments of federal. state. andlor local taxes related to the Operations. inclusive of sales tax if applicable. 21.0 Dryg Free Workplace CONSULTANT shall comply with the Drug Free Workplace policy set forth in attachment # two which is made a part of this AGREEMENT by reference. 22.0 Independent Contractor CONSULTANT is an independent entity under this AGREEMENT and nothing herein shall be construed to create a partnership. joint venture. or agency relationship between the parties. 23.0 Duties and Responsibilities CONSULTANT agrees to provide its services during the term of this AGREEMENT in accordance with all applicable laws. rules. regulations. and health and safety standards of the federal. state. and City. which may be applicable to the service being provided. 24.0 Licenses and Certifications CONSULTANT shall secure all necessary business and professional licenses at its sale 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 lury Trial CITY and CONSULTANT knowingly. irrevocably voluntarily and intentionally waive any right either may have to a trial by jury in State or Federal Court proceedings in respect to any action. proceeding. lawsuit or counterclaim arising out of the Contract Documents or the performance of the Work thereunder. 27.0 Validity of Executed Copies This AGREEMENT may be executed in several counterparts. each of which may be construed as an original. 28.0 Rules of Interpretation Throughout this AGREEMENT the male pronoun may be substituted for female and neuter and the Singular words substituted for plural and plural words substituted for singular wherever applicable. Page 140f31 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK4-3-13. 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. 36.0 Further Assurances Page 15 of31 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK4-3-13, GM 6-18-13) The parties hereto agree to execute any and all other and further documents asmi~ht be reasonably necessary in ord.er to. ratify, confirm, .and effeq:lI<lte the intent and purposes of the AGREEMENT. 37.0 Time of Essence lime is of the essence or this AGREEMENT. 38.0 Interpretation This AGREEMENT shall not be construed more strongly against either party hereto, regardless of who was more respensiblefet its prep~ration. 39.0 Ferce Mai!!Ure 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 occurrente. '1M Notices Whenever notice shall be required or permitted herein, It shall be dEillivered 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 ff by certmed mail, the date en 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, ______ _ 61JO Suns.E!t Dr. SOllch Miami, FL 33:143 fax: E-mail: __ ~ _____ _ City Attorney, Thomas Pepe, Esquire 6.130 Sunset Or. South Miami, FL 33143 Fax: (305) 341-0584 E-mail: tpepe@soutl:lmiamlfl,gov IN WITNESS WHEREOF, th'.-A REEMENT is accepted on the date first above written subject to the h h Elin. Page 16 of 31 Professional Service AGREEMENT Tpepe@li.31-12(RevisedSK4-3-13,GM 6-18-13) AUTHENTICATION: OWNER: CITY OF SOUTH MIAMI Signature: ---.,.--cc--..-----,----------Signature: Maria Menendez City Clerk Read and Approved as to Form Language. Legality and Execution Thomas F. Pepe. Esq. City Attorney Page 170131 Prolessional Service AGREEMENT Tpepe©12-31-12 (Revised SK4-3-13. GM 6-18-13) Steven Alexander City Manager Attachment A Insurance and Indemnification Page 180f31 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13. GM 6-18-13) Insurance and Indemnification L Insurance and Indemnification Without limiting its liability, the proposing firm shall be required to procure and maintain .at its OWn expense during the life of the Contract, insurance of the types and in the minimum amounts stated below as willprotact the proposing firm, from claims which may arise out of or result from the proposing firm's Elxe.cution of a contract with the. City of So.uth Miami for Performance B.ased Audits, whether such execution by the firm or by any sub·consultant, or by anyone directly or indirectly employed by any of them or by anyone for who.se acts any of them may be liable. The. CONSULTANT shall not cOmmence work on this AGREEMENT until he has obtained all insurance required by the CITY. The CONSULTANT shall indemnify and save the CITY harmless from any and all damages. claims, liability; losses and causes of actions of any kind or naturear'ising out oh negligent error, omission, or act of the CONSULTANT,its agents, representatives, employees, Sub·Contractor, or assigns, incident to arising out .of or resulting fro.m the performance of the CONSULTANT'S professional services under this AGREEMENT. The CONSULTANT shall pay all claims andloss.es of any kind or nature whatsoever, in connection therewith, including the CITY's attarney's fees and expenses in the defense of any action. in law or equity brought against the CITY arising from the negligent error, omission, or act of the CONSULTANT, its agents, representatives, ~mployees, Sup.Contractor, or aS$igns, incident to, arising oul of or resulting from theperform,lncecif the CONSULTANT 'S professional services under this AGREEMENT. The CONSULTANT agrees and recognizes that the CITY shall not be held liable or responsible for any claims, including. the costs and expenses of defending such claims which may result from or arise 0\11: otactions or omissions of the CONSULTANT, its agents, representatives, employees •. Sup· Contractors, sub·contractors, or assigns. In reviewing, approving or rejecting any submissions or acts of the CONSULTANT, the CITY .in [la way assumes or .shares responsibility or liability of the CONSULTANTS, Sub·Contr.actors, their agents or assigns. The CONSU.L TANT shall maintain during the term. of this AGREEMENT the following insurance: A. Professional Liability Insurance on a Florida approved form in the amount of $1.000,000 with deductible per c.laim if any, not to exceed 5% of:tHe limit of liability providing for all sums which the CONSULTANT shall become legally obligated to pay as damages for claims arising out of tneservices arwark performed by the CONSULTANTfts agents, representatiVes, Sub· COntractors or assigns, or by any person employed or retained by him in connection with this AGREEMENT. This insurance shall be maintained fQr four years Insurance and IndemnificatiQn July 25, 2012 after completion of the construCtion and acceptance of any Project. covered by this AGREEMENT. However, the CONSULTANT may purchase Specrflc Project ProfeSSional Liability Insurance, in the amount and under the termsspecifled abave, which is also acceptable. B. Cqmprehensive generalliabifity insurance with broad form.endorsement, on. a Florida approved form includIng automobile liability, completed operations .and products liability, contractual liability, severability of interest with cross liability provision, and pers.onal injury and property damage liability With limits of $1,000,000 combined Single limit per occurrence and $2,000,000 aggregate, includinll: a.. Personal Injury: $1,000,000; -lit}) b. Medical Insurance~,OOO per person; 'Ir " Page 19 of31 Professional Servi~e AGREEMENT Tpepe©12.3f·12 (Revised SK 4-3-13, GM 6.18.13) c. Preperty Damag~: $500,000 each occurrence; d. Automobile liability: $1,000,000 each accident/occurrence. C. Umbrella Commercial General liability insuranc.e on a Florida approved form with the same coverage as the primary .insurance policy but in the amount of $1,000,000 ~er claim. The CIT'( mu.st be named as. additional "named" insured for all except Workers' Compens~tion, and reflecnhe indemnification and hold h;lrmless provisiclO containec( herein. Policy m\lst specify whether it is primary orexcE!ss/umbrelia coverage. The CITY must receive 10 days advance written notice of any policy modification and 30 days advance written notice of <:ancell",tion, including cancellation for non,payment of premiums, All insurance. must remain in full force .and e(fec:t forthed~ra~ion of th~ coWact pedod with the CITY. The CONSUL TANT mUSt provide Ae~ eAly a "eemfieEl ee~y" eh~eBillEleF 1M else the Peliey itself Certificate oflnsurance w.4lif the name, address and phonsnumber of the agent and agency procuring the insurance. ~~ D. Workman's Compensatien Insurance in complian.ce with Chapter 440, Florida Statutes, as presently written or hereafter amended. E. The poliCies shall contain waiver of subrogation against thE! CITY where applicable, shall expressly provide that such policy or polieles are primary oyer any other collective insurance thlltthe CITY may havll. The CITY reserves the right at any .time to requesta copy of the required policies f~r review. All policies shall contain a "severabiUtr of interest" or "cross liability" clause wltnOut obligati9n for premium payment of the CITY. F. AU of the above ins.urance required to be provided by the CONSULTANT is to be placed with BEST rated A,S (A-VIII) or better insurance companies, qualified to dp business under the laws of the State of Florida on approved florida forms. The CONSULTANT shall furnish certified copies of all "Binders" or certificates of insurance to the CITY prlorto the commencement 9f o~erations •. which "BJnderf' or certificatessha.l[ clearly indicate that the CONSUl. TANT has obtained insurance in the type, amount, and cla.ssification as required for strict compliance with this Section and that no reduction in limits by .endorsernent during, the.poiicy term,or cancellation of this insurance shall be effective withol;ft thirty (30) days prior written notice to the CITY. Compliance with the foregoing requirements shall not reHev.e the CONSUl. TANT of his liability and obligations under this Section or under any other portion of this AGREEMENT. CONSUl. TANT agrees te supply copies of certilicates of insurance to the CITY verifying the above-mentioned in.surance coverage. CONSULTANT agrees to list the CITY as an Additional I .. nsured of the CONSULTANT's Gen.eral liability insurance and shan ~ ... r .. vide the CITY quarterly reports concerning any and all claims .. Ifthereare claims. td report. y~ Page 20 oil I ProfesSionai ServiceAGP.EEMENT Tpepe©12 c31-12 (Revised SK 4-3-13. GM 6-18-13) Exhibit 2 "Affidavits and Forms" (Respondents must complete and submit with their proposal.) Page 21 of31 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK4-3-13, GM 6-18-13) EXHIBIT 2 AFFIDAVITS AND FORMS SUBMISSION REQUIREMENTS I. Respondent's Sworn Statement under Section 287. I 33(3)(A), Florida Statutes, on Attachment #1 "Public Entity Crimes and Conflicts of Interest Affidavit," shall be completed and provided with the proposal submittal. 2. Neither the CONSULTANT, nor any of his/her/its employees shall be permitted to represent any client before the Commission or any Committee, department or agency of the CITY, and shall agree not to undertake any other private representation which might create a conflict of interest with the CITY. The CONSULTANT may not represent any Commission member, individually, or, any member of their family or any business in which the Commission member of their family has an interest. 3. All proposals received will be considered publiC records. The CITY will consider all quotations using such criteria as the Commission or City Manager may adopt at either of their sole discretion. The CONSULTANT selected will be required to enter into a formal AGREEMENT with the CITY in a form satisfactory to the CITY, prior to the execution of which the CITY shall reserve all rights, including the right to change its selection. 4. Respondent's Attachment #2 "Drug Free Workplace" form shall be completed and prOVided with the proposal submittal. 5. Respondent's Attachment #3 "No Conflict of Interest Non Collusion Affidavit," shall be completed and prOVided with the proposal submittal. 6. Respondent's Attachment #4 "Acknowledgement and Conformance with OSHA Standards," shall be completed and provided with the proposal submittal. 7. Respondent's Attachment #5 "Related Party Transaction Verification Form" shall be completed and prOVided with the proposal submittal. Page 22 all I Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3,13, GM 6-18-13) ATTACHMENT #1 PUBLIC ENTITY CRIMES AND CONFLICTS OF INTEREST Pursuant to the provisions of Paragraph (2) (a) of Section 287.133, Florida State Statutes -"A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a Bid on a Contract to provide any goods or services to a public entity, may not submit a Bid on a Contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded to perform work as a Contractor, supplier, Subcontractor, or Consultant under a Contract with any public entity, and may not transact business with any public entity in excess of the threshold amount Category Two of Section 287.017, Florida Statutes, for thirty six (36) months from the date of being placed on the convicted vendor list". The award of any contract hereunder is subject to the provisions of Chapter I 12, Florida State Statutes. The CONSULTANT must disclose the name of any officer, director, partner, associate or agent who is also an officer or employee of the City of South Miami or its agencies. SWORN STATEMENT PURSUANT TO SECTION 287.133 (3)(a), FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. I. This sworn statement is submitted to ____ ..:C:.::it~y..:o::..f..:S..:o..:ut:::.h:::.M=ia:::.m..:i ____ ~ [print name of the public entity] by Arsenio Milain, P.E. -President [print individual's name and title] for Milian, Swain & Associates, Inc. [print name of entity submitting sworn statement] whose business address is 2025 SW 32nd Avenue, Suite 110 Miami, Florida 33145 and (if applicable) its Federal Employer Identification Number (FEIN) is 65-0094999 (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement: ) 2. I understand that a "public entity crime" as defined in Paragraph 287.133 (I )(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, including, but not limited to , any bid or contract for goods or services to be provided to any publiC entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3. I understand that "convicted" or "conviction" as defined in Paragraph 287.133 (I)(b), Florida Statutes, means a finding of gUilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by Page 23 of 31 Professional Service AGREEMENT Tpepe© 12-31-12 (Revised SK 4-3-13, GM 6-18-13) indictment or information after July I, 1989, as a result of a jury verdict, non-jury trial, or entry of a plea of gUilty or nolo contender. 4. I understand that an "affiliate" as defined in Paragraph 287.133 (I )(a), Florida Statutes, means: (a) A predecessor or successor of a person convicted of a public entity crime; or (b) An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in any person, or a pooling of equipment or income among persons when not for fair market value under an arm's length AGREEMENT, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. I understand that a "person" as defined in Paragraph 287.133 (I )(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services led by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. 6. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. [Indicate which statement applies.] -1L Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July I, 1989. _ The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July I, 1989. _ The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent of July I, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. [Attach a copy of the final order.] I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY INDENTIFIED IN PARAGRAPH I (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY, AND THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE Page 24 oil I Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK4-3-13, GM 6-18-13) PUBLIC ENTITY PRIOR. TO ENTERJNG.INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017. FLORIDA STATUTES •. FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. a~ fhxL.. Sworn to and subscribed before m~~ day of. 20 ,I.!j [signature] ~j>ersoiialli' know.f\ or __ Produced identifrcation (Printed, typed Notary Public -State of rr~ My commission expires ___ _ public) ---tp~~)v. &"a/>"r PagE' 25 of 31 Professional Service AGREEMENT Tpepe© I 2-J 1"12 (R,evi$ed SK 4-3-13. GM 6-18-13) ATTACHMENT #1 "DRUG FREE WORKPLACE" Whenever two or more Bids which are equal with respect to price,. quality and service are received by the State or by any political subdivisions fol' the procurement of <;ommodities or contractual serVices, a Bid received from a business that ce/1ifies that it has. implemented a drug-free workplace program shall be given preference in the award process. Established procedures for processing tie Bids will be followed if none of the tied vendors have a drug-free workplace program. In order to. have a drug-free workplace program, a business shall: I. Publish a statement notifying employees thatthe.unlawful manufacture, di~tribution, dispensing. possession, or use ofa controlletl. substance is prohibited in .tne workplace and specifying. the actions that will be .. taken against employe.e' for violation. of such Prohibition. 2. Inform employees about the dangers of drug abuse in the.workplace, the business' policy of maintaining a drug-free workplace, any available drug (o.unseling, rehabilitation, and employee aSSistanCe programs. and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee eligaged ill providing the commodities. or contraqual services that are under Bid a cOllY of the statel11!!nt specified in Subsection (I). 4. In the statement specified in Subsection (I). notify the·employees. that. as a condition of Working on the commodities or c.ontractual serviCes that are under Bid, the employee will abide by the terms of the statement and will notify the employer of any cOnviction of; or plea of gUilty or nolo contender to, any violation of Chapter 893 or of any controlled substance law of the United States or any state. for a violation occurring in the workplace no later thao five (5) days after such conviction. 5. Impose a s.nctionon, or require the satisfactory participation ina drug abuse assis~ncE! or rehabtlitationprogram •. if suchisa\lliilable in the employee's community. by any employee Who .. is so con.victed. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation ofthis section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. PROPOSER's Signature: Print Name: Date: Arsenio Milian, P.E. June 27, 2013 Page 26 of 31 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13, GM 6-18,13) ATTACHMENT #3 "NO CONFLICT OF INTEREST/NON COLLUSION AFFIDAVIT" Submitted this. 27th day of_-=-J"'un.:::e=--___ ,20...1L, The undersigned, as CONSULTANT, declaresthatthe only persons interested in this AGREEMENT are named herein; that no o~her person has any interest in this AGREEMENT;. That this response is made without connection or arrangement with any other person; and that this rElsponseis in !?;very respect fair and made ingood faith, Without colh,lsien orfraud The. CONSULTANT agreesifthis response/submission. is accepted, to execute an appropriilteCI1'Y document for the purpose of establishing a formal. contractual relationship betWeen the CONSULTANT and .th.e CITY, for the perfermanceofall requirements to which the response/submission pertains. The full·names and residences of persons and firms interested in the foregoing bid/proposal, as principals, are as follows: Milian, .swain & A$$OCilites, Inc. 202& SW 32nd Avenue, Suite 110 Miami, FL 3314(1 The CONSULTANT further certifies that this response/submissloh complies with section 4(c) oj the Charter ofthe City of Sou.tn Miami. Florida. That, tei the best of its knowledge and belief. no commissioner, Mayor or ether offker or employ .• e of the CITY has an interest directly or indirectly in the. profits or emoluments of the Contract; job. w.ork or service to which the response/submission pertains, /?;,/) ./1 < Sjgn~tun~: UXW-<·{-<:O· / ~ Printed Name: Arsenio Milian,PE Title: _...:P...:r.::e"'si"'de"'nc:!t _______ _ Tel.ephone: (305)441·0123 Company Name: Milian, SWain & Associates. Inc. NOTARY PUBLIC: STATE OF Florida COUNTY OF Miami·Dad.e Page 27 of 31 rrofessional Serllioe AGREEMENT Tpepe@12·31.12 (\'.evised SK 4,3·13, GM6·18-(3) (7. . _ o.f){)/$ The foregoing instrument was acknowledged before me this 4 day of ~ .20 by ~ h.,:;, r~ (name of person whose signature is being notarized) who is ~ersonally known or SEAL Page 28 of 31 Professional Service AGREEMENT Tpepe©12'31~12 (Revised SK 4-3-13. GM 6-18-13) __ Personal identification Type of Identification Produced V Did take an oath, ·or :iiJ~t"l<e an oath. ATTACHMENT #4 "ACKNOWLEDGEMENT AND CONFORMANCE WITH OSHA STANDARDS" TO THE CITY OF SOUTH MIAMI We, .Milain, Swain &. Associates, Inc, (Name of Contra<;tor), hereby acl<nowledge and agree that as CONSULTA~T, as spec;ified have the sole responsibilitY for compliance with all the ~equirements of the Fedetal Occupational SafetY and He.alth Act of 1..970, and all State and local safety and health regulations, and agree to indemnify and hold harmlessth.e City of South Miami against any and all liability. claims, damages. losses and expenses they may incur due to the faJlura of (subcontractor's names): Brill Rodriguez Salas & A$soci!ltes •. lnc. Geoso). Inc. Longitude Surveyors, LLC Basulto &. Associates. Inc. to comply with such act or regulation. CONTRACTOR a~ BY: Title tfJt'hl ~ r'D£,ur I Page 29 of.31 Professional Service AGREEMENT Tpepe©ll"31-ll (i\evised SK4-3-13, GM 6-18-13) ~ '7 . ess ATTACHMENT #5 "RELATED PARTY TRANSACTION VERIFICATION FORM" Arsenio Milian. PE • individually and on behalf of Milian. Swain & Associate~':IFinm") [Nome of Representative1 [Company/Vendor/Entity] have read the City of South Miami (CITY)'s Code of Ethics, Section SA-I of the CITY's Code of Ordinances and I hereby certify, under penalty of perjury that to the best of my knowledge, information and belief: I. Neither I nor the Firm have any conflict of interest (as defined in section SA-I) with regard to the contract or business that I, andlor the Firm, am (are) about to perform for, or to transact with, the CITY, and 2. Neither I nor any employees, officers, directors of the Firm, nor anyone who has a financial interest greater than 5% in the Firm, has any relative(s), as defined in section SA-I, who is an employee of the CITY or who is(are) an appOinted or elected official of the CITY, or who is(are) a member of any publiC body created by the City Commission, i.e., a board or committee of the CITY, and 3. Neither I nor the Firm, nor anyone who has a financial interest greater than 5% in the Firm, nor any member of those persons' immediate family (i.e., spouse, parents, children, brothers and sisters) has transacted or entered into any contract(s) with the CITY or has a financial interest, direct or indirect, in any business being transacted with the CITY, or with any person or agency acting for the CITY, other than as follows: (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be Signed under oath). 4. No elected andlor appointed official or employee of the City of Miami, or any of their immediate family members (Le., spouse, parents, children, brothers and sisters) has a financially interest, directly or indirectly, in the contract between you andlor your Firm and the CITY other than the following individuals whose interest is set forth following their names: N/A (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). The names of all CITY employees and that of all elected andlor appointed CITY officials or board members, who own, directly or indirectly, an interest of five percent (5%) or more of the total assets of capital stock in the firm are as follows: -:-_---:c-:-_::-_,CN"/A"'::_-:-_-:_ (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). 5. I and the Firm further agree not to use or attempt to use any knowledge, property or resource which may come to us through our position of trust, or through our performance of our duties under the terms of the contract with the CITY, to secure a special privilege, benefit, or exemption for ourselves, or others. We agree that we may not disclose or use information, not available to members of the general public. for our personal gain or benefit or for the personal gain or benefit of any other person or business entity, outside of the normal gain or benefit anticipated through the performance of the contract. Page 30 of 31 Professional Service AGREEMENT Tpepe© 12-31-12 (Revised SK 4-3-13, GM 6-18-13) 6. I and the Firm hereby acknowledge that ,we have not contracted or transacted any business with the CITY or any person or agency acting for the CITY, and that we have not appeared in representation of any third party before any board,commission or agency of th", CITY Within the past two years other than as follows: (use a separate sheet to ~upplyadditional information that will not fit on this line but make refere"ce to the additional sheet which must be signed under oath). Neither I nor any employees, officers, or directors of the Firm, nor any of their immediate family (I.e" as a spouse. son, daughter, parent, brother or Sister) is related by blood or niarriageto; (i) any member of the, City Commission; (il) any CITY employee; or (iii) any member of any bo~rdor agency of the CITY other than as follows: N/A (us~ a separate sheet to supply additional information that will not flt on this line but make reference to' the additional sheet which must be Signed under oath). 7. No other Firm, nor any officers Or directors of that Other Firm or anyone who has a flnancial 'nterest greater than 5% in that Other Firm. nor any member ·of those persons' immediate family (i.e" spouse, parents, children, .br.others and sisters) nor any of my immediate family members (hereinafter referred to as "R"llited Parties.") has responded \0 a solici14ti0I1 by the CITY in which I or the Firm that I represent or anyone who has a financial interest greater than 5% in the Firm, .orany member of those persens' immediatefam'i!y (Le, spouse, parents. children, broth.er. and sisters) have also rEl'ponded, o.ther tha.n the follOWing: N/A . ' (use a saparat!! s.heet to supplyaddition.1 information that will not fit on this line b\1t make reference to the additional sheet which must be signed under oath). 8. I and the Firm agree. that we are obligated to supplement this Verification Form and inform the CITY of any change in .drcumstances that would change our answers to this document; Specifically, after the openingef any responses to a solicitation, I and the Firm have an obligation to suppleri]~nt this Verification Form with the n~me of all Related Parties who have also responqeq to the same solicitation and todisc.lo,e therel.tionship of those parties to me and the Firm. 9. A Violation of the CITY's EthicS Code, the giving of any false information or the failure to supplem!!nt this Verifi~ation Form, may subject me or the Firm to immedia.te. termination of any AGREeMENT with the CITY .. and the impositiOn of the maximum fine andlor any penalties allowed bJ law. Additi(>nally. Violations may becoli.idered by and subject to action by the Miami-Daqe County Comt1lis~ion on Ethics. Under penalty of perjury, I declare that I have made .• diligent effort to investigate the matters to which I am attesting hereinaboveahd that the statements made hereinabp"'e are true and correct to t!lebest 01 .my knowledge, information and j)ejjef., 17 /), , Signatur!!:. c:::::>t~ i'~ Print Name & Title: j).i2.S£...ulD iffl L..I ~,J Date: o6/a."1hoJ3 r I A TT ACH~O: Sec. 8,11.-1 -Conflict olinterest and code of ethiCs ordinanc<). Professional Service AGREEMENT Page 310131 Tpepe© I 2-3 l·12 (RevisedSK 4.3.13,. GM 6-18-13)