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Res No 129-16-14684RESOLUTION NO.:129-16-14684 A Resolution authorizing the City Manager to pay Sol-Arch,Inc.to complete drawings for the remodeling of South Miami Community Center Ground Floor Multi-Purpose Room into a new exercise gym. WHEREAS,City staff desires to hirea consultant to complete drawings for the remodeling of South Miami Community Center Ground Floor Multi-Purpose Room into a new exercise gym;and WHEREAS,in accordance with and pursuant to Florida Statute 287.055 for CCNA,the City Manager has negotiated an agreement with Sol-Arch,Inc.who was one offive(5)consultants previously selected to perform professional services for the City;and WHEREAS,the City Manager has negotiated the price for the services to be rendered,which does not exceed the sum of $9,250;and WHEREAS,the City desires to providea contingency of $750 over the proposal amount forunknown factors that may arise during the work andfor permitting fees;and WHEREAS,the total expenditure shallnot to exceed $10,000. NOW,THEREFORE,BEIT RESOLVED BYTHE MAYOR AND CITY COMMISSION OFTHECITYOFSOUTH MIAMI,FLORIDA THAT: Section 1;TheCity Manager is authorized topaySol-Arch,Inc,foran amount notto exceed $9,250 in accordancewith the formofProfessionalServiceAgreement that was approved by the CityCommissionby resolution151-13-13969to complete drawingsfor the remodeling of South Miami Community Center Ground FloorMulti-PurposeRoom.The City Managerisauthorizedtoexpendanadditional$750overtheproposal amount of $9,250 for unknown factors.- Section 2:The expenditure shallbe charged to the CIP Fund account number 301-2020-572-6450 whichhasabalanceof$193,000 before this request wasmade. Section3:Ifanysectionclause,sentence,orphraseofthisresolutionisforanyreasonheld invalid or unconstitutionalbyacourtof competent jurisdiction,theholdingshallnotaffect the validityof the remaining portions of this resolution. Section 4:This resolution shall become effective immediately upon adoption. PASSED AND ADOPTED this 12th dayof July ,2016. APPROVED: MAYOR COMMISSION VOTE:5-0 Mayor Stoddard Yea Vice Mayor Welsh Yea Commissioner Edmond Yea Commissioner Liebman Yea Commissioner Harris Yea \WkAvSouth'Miami THE CITY OF PLEASANT LIVING CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM To: From: Via: Date: The Honorable Mayor &Members of the City Commission Steven Alexander,City Manager Quentin Pough,Director of Parks and Recreation July 12,2016 Agenda Item No. Subject:A Resolution authorizing the City Manager to paySol-Arch,Inc.to complete drawings for the remodeling of South Miami Community Center Ground Floor Multi- Purpose Room into a new exercise gym. Background:Sol-Arch,Inc.submitted a proposal in the amount of $9,250 to complete drawings for the remodeling of South Miami Community Center Ground Floor Multi-Purpose Roomintoanewexercisegym.A contingency in the amount of $750 will be included over the proposal amount to address for unknown factors that mayarise andfor permitting fees. In accordance with and pursuant to Florida Statute 287.055 for CCNA,Sol-Arch,Inc. was one of the firms selected to provide professional engineering services.TheCity negotiated hourly rates with the firm and entered into a professional service agreement with Sol-Arch,Inc.to perform engineering services for the City. Amount:Amount not to exceed $10,000 Account:The expenditure in the amount of $10,000 shallbe charged to the Parksand Recreation Capital Improvement,account numbered 301-2020-572-6450 which has abalanceof $193,000 beforethis request wasmade. Attachments:Resolution Proposal Professional Service Agreement June 29,2016 Revised City of South Miami Public Works and Engineering Department Mr.Ricardo Ayala,PE.Capital Improvement Project Manager 4795SW 75th Ave;South Miami,FL 33155 RAvala@southmiamifl.Qov RE:Remodeling of South Miami Community Center-Ground Floor Multi-Purpose Room into a New Exercise Gym Dear Ricardo, As per our meetingyesterday,below please find Sol-Arch's (SA)fee proposal for the preparation ofpermit drawings for the remodelingof South Miami Community Center-Ground FloorMulti-PurposeRoomintoanew exercise gym.Ourfeeis based on the scope outlinedonthe attached sketch andouronsitevisiton 6-16-16.SA scope will includethe following: Scope of Work: •Preparation ofan as-built floor plan inAutoCAD.If one isprovidedforusthis scope and associated fee will be removed fromthe proposal.All necessary meeting are included as partof the fee. •Preparation of A/E permit drawings showingexistingand proposed changes infloorplan.These drawingsinclude the construction documents required forpermittingofthe proposed modifications.Engineering drawings are also included as part ofthis scope •Material specifications that identifythe products and materials being used as partof the renovation will be provided withinthe drawings.These specifications can be in the formof product cut sheets and orwritten specifications.The products selected are forbidding purposes only and the Bidders can provideor equal substitutions as they see fit. •Scope of service islimitedto the spaces on the ground floor as identifiedin the sketch. •Duration:4-5 weeks depending on whether we are provided with as-built AutoCAD drawings ornot. Multi-Purpose Room-Remodel/Conversfon to Gym •Removal of existing (gypbd)wall between multi-purpose roomand storage,includes doors and frame. •Removal of existing (emu)wall between multi-purpose room and kitchen,includes doors and frame and pass-thru. •Removal ofkitchen cabinets,equipment and finishes. •Extension of existing multi-purpose roomceilinginto the 2 new areas. •Relocation or capping of existing electrical,plumbing,HVAC,fire alarm and sprinklers •New electrical for exercise equipment (bikes,treadmills,elliptical,etc.) •Newwall,floor and ceiling finishes as noted on drawings.Specifications provided within drawing set. Our team is assembled and ready tobeginwork as soon as we receive a signed copy of the attached proposals fromyou. If you have any questions or need further clarification please callus.Wetruly appreciate your confidence inourworkand thank you forgiving us the opportunity to present this proposal. Warmest regards, Primi Conde,RA Partner;Sol-Arch Enclosures;Floor Sketch,Agreement Cc:Dulce Conde,RA;Partner,Sol-Arch Michael Figueredo;Partner,Sol-Arch File June 29,2016 Revised Pr°Pc^'J^/^rci!1J*??Ju.PL*En^"e^r,"9i>erm!t J?JS!5?u City of South Miami -Public Works and Engineering Department 4795 SW75™Ave Miami,FL 33155 Property Address -See below Attn:Mr.Ricardo Ayala,PE,Capital Improvement Project Manager rayala@southmiamifl.gov Sol-ARCH(SA)scope ofwork includes preparation ofpermitdrawingsfortheremodelingof South Miami Community Center-Ground FloorMulti-PurposeRoomintoanew excursive gym.Bethel-Gibson Community Center;6701 SW58th PI,South Miami,FL 33143 The scope ofwork that will be prepared bySAis as per the attached letter dated 6-16-2016 and in summary includes the following: •Preparation of an as-built floorplaninAutoCAD.If one is provided forusthis scope and associated fee will be removed from the proposal. •Preparation of A/E permit drawings showingexistingand proposed changes infloorplan.These drawings include the construction documents required for permitting of the proposed modifications. Engineering drawings are also included as partofthis scope •Material specifications that identify the products and materials being used as part of the renovation will be provided within the drawings.These specifications can bein the formof product cut sheets and or written specifications.The products selected are forbidding purposes only and the Bidders can provide or equal substitutions as they see fit. •All necessary meeting. •Scope of service islimitedto the spaces onthe ground floor as identifiedinthe sketch. •Duration:4-5 weeks depending on whether we are provided with as-built AutoCAD drawings ornot. SA scope includes MEP/Fire Safety Engineering and calculations for remodeling scope only. SA scope includes Structural Engineering and calculations for remodeling scope only. SA scope does not include Civil Engineering and calculations. SA scope does not include any Fees required for the submittal or approval process. SA scope under this agreement does not include construction,bidding or construction management. As required/requested by Owner: Site Surveys Variances Traffic Engineering Report EnvironmentalP1/P2 Geotechnical Reports. Landscaping Interior Design (limitedto what is shown onthe drawings) Specialty Engineering Specifications (Only as note) Project Bidding Construction Administration LEED Any Municipal or State Fees Renderings and Models $9,250.00 $9,250.00 Bethel-Gibson Community Center-Multi-Purpose Room Remodel tonewgym. Total Fee -Reimbursable billed separately with no mark-up Bethel-Gibson Community Center-Multi-PurposeRoomRemodeltonewgym. btal Fee -Reimbursable billed separately with no mark-up Deduction for as-built ifAutoCADis provided. Terms Once executedbytheClient,thisProposalisintendedtobeandshallserveasa fully bindingAgreement between SOL-ARCH,Inc. and the Client. Unless otherwise expressly stated above or agreed toin writing,this Agreement isfortheproductionofConstructionDocumentsonly. Clientshallbe considered theauthorofanyandall documents andfiles generated byit,andunless expressly grantedbyclientin writing,clientshallretainanyandallcopyrightsorother Intellectual Property rights tothedocumentsandfiles generated byit.All rights notexpresslygrantedaboveareretainedby client,including,butnot limited to,anyelectronicrightsorusagerights,and including,but notlimitedto,allrightsin sketches,comps,orotherpreliminarymaterials.Accordingly,andwithout limitation,itisexpresslyunderstood thatall worldwide right,titleandinterestinandtoanyandail Intellectual Propertyconceived,invented,authorized orotherwisemade by,through,orasaresultofthisAgreementshallremainthesoleandexclusivepropertyofclient,its successors andassigns,unless licensed or assigned byclient,pursuant toa separate writteninstrument.Theterm"IntellectualProperty"as understood hereunder shallbe construed broadlytoincludeallformsofintellectualproperty,including without limitation allinventions,designs,improvements, trademarks,service marks,and copyrights in drawings,computers programs,computer generated designs,architectural works,and in all other originalworksof authorship whatsoever.SOL-ARCH,Inc.shall obtain Client's written consent priorto use or dissemination to thirdpartiesoftheconstruction documents forany purpose whatsoever.Thetermsofthis paragraph shallsurviveterminationor completion of this Agreement. Payment:Payment forfinishedworkis due upon acceptance offinal documents except for amount helduntilgrantingofthepermit. Anythinginthis Agreement tothecontrarynotwithstanding,theClientsrighttousetheworkisconditioneduponreceiptofpayment within 30 daysof acceptance of final documents andupontheClient'scompliancewiththetermsofthisagreement.Without limitation toanyotherremediesavailableatlaw,useoftheWorkbythe Client without "making the agreed uponpaymentsfortheWorkisa violationofthis Agreement whichtheparties agree canbeenjoinedbyaCourtofproperjurisdiction.Suchan injunction maybe obtained withoutthepostingofabond.A 1.5%monthlyservicecharge will bebilled against latepayment. Sol-Arch reserves therightto charge interest on payments notmade within 30daysofinvoice,attherateof 18%annually. Suspension,Termination,Cancellation or Abandonment:Both parties may suspend,cancel,terminate or abandon this agreement. The parties shallbegiven seven (7)days priorwrittennoticeofsuchaction.Sol-ARCHshallbe compensated forthe professional services provided upto date of suspension,termination,cancellation or abandonment in accordance with the provisions ofthis agreement forallworkperformedupto date of suspension,termination,cancellationor abandonment,includingreimbursable expenses. IAlteration I The Client agrees topay SOL-ARCH,Inc.anadditionalfee,tobenegotiated separately,for changes requested tofinal documents where theClient asked SOL-ARCH,Inc.to proceed directlytofinal documents.Noadditionalfeeshallbebilledfor changes-to bring final documents uptooriginal specifications or assignment description.TheClient agrees toofferSOL-ARCH,Inc.thefirst opportunity to make any changes tofinal Documents. Entirety of agreement:Thiswriting embodies the entire agreement and understanding between the parties hereto,and there are no other agreements and understandings,oralorwritten,with reference tothe subject matter hereto that arenot merged hereinand suspended hereby.Noalteration,change ormodificationofthetermsofthis agreement shallbevalid unless made in writing,signedby both parties hereto. I Additional Services I An initial payment (retainer)as noted above is required at contract signingandshallbe credited tothe Client's account atthetimeof final invoice. Sol-Archshallinvoiceforhis services in accordance withhis progress per phase andatthe established billing cycle,thefirstof each month or end of phase,whichever comes first.All invoices shallbedue and payable upon presentation andwill considered past due after 30 days. Payment for changes inSol-Archbasic services when requested maybeofferedatapre-negotiatedfixedfee.Inthe absence ofsucha fee,such changes are billedatour standard hourlybilling rates,whichare; I Additional Expenses Principal:$150.00 Project Manager:$100.00 Sr.Architects:$80.00 Architect:$65.00 Sr.CADD Tech:$50.00 CADD Tech:$35.00 Administrative Staff:$20.00 TheClientshall reimburse SOL-ARCH,Inc.forall expenses necessitated by the provisionof services whichinclude,butarenotlimited to,travel,and accommodation,photo,printing and reprographic.Additions and/or revisions given toSOL-ARCH,Inc.bytheClient and approved by the Client 5 days or less before the deadline will be assessed onanhourlyrateof (refer to above chart forhourly rates) Reimbursable Expenses are invoiced at Sol-Archactualcost.Permitfees are byowner. I Approval Document reproductions. Postage and handling of documents,drawing and/or specifications, Courier services (localor overnight). Long distance telecommunications or facsimile transmissions. The Client must make themselves available for approval of the document(s)before printing can begin,if the Client isnot available for approval,and printing must proceed in order to meet a deadline,it shall be within SOL-ARCH,Inc.'s discretion to determine whether to proceed toprinting.However,SOL-ARCH,Inc.,andits agents shallnotbe responsible for changes,additionalprinting costs and/or delays andshallnotbeheldliablefor any such items,orfora decision made to proceed ornotto proceed withprinting, Changes ih services will riot be executed without the priorapproval of the oWrief.'V •';'•"":"" Which changes intheSol-Archbasic services require corresponding changes in consultant services orother outside sources,the costs of those services shall be invoiced at Sol-Arch actual cost. I Partial Completion/Cancellation Fees Clientmayinitssoleand absolute discretioncancelthis Agreement upondeliveryofwrittennoticetoSol-Arch,Inc.atanytime,forany reason orforno reason whatsoever,uponwhichClientshallbeliablesolelyfor fees and costs incurred todate.In such event,thenthe Client agrees topaya 'percentage of payment'based onthe percentage ofworkdoneonthedocument(s)as determinedbySOL- ARCH,Inc. I Fees and Schedule Costestimatesaresubjecttochangeifworkhasnotbegun within five business days.Cost estimates aresubjecttochangeifthe scope ofworkisdifferentthanexpected.The schedule isagreedto within thecontractandissubjecttochange based on revisions,lackof information,or other delays caused by the Client ortheir associations. Cost Estimates:Clientherebyacknowledgesthat Sol-ARCH cannotwarrantthatestimatesofprobableconstructionoroperatingcosts providedbySol-ARCHwillnotvaryfrom the actual cost incurred bytheclient. Indemnification,Permissions and Releases: TheClient agrees todefend,indemnify,andholdharmless SOL-ARCH,Inc.,itsownersandemployees,from andagainstanyandall claims,loss,damage,injury,causes ofaction,actions,costs (including,without limitation,attorney'sfees,whether pre-suit,during suit, oronappeal),andsuitsofanynatureordescription:(i)duetomaterialsincludedintheWorkatthe request oftheClientforwhich uses exceeded the uses allowedpursuanttoanypermissionor release contemplatedherein,(ii)arisingoutoforrelatedtotheClient'suseof the Work,which use could not reasonably havebeenexpectedtooccur with respecttothis Agreement or (iii)arising outoforrelatedto any material breach ofthis Agreement bythe Client,itis expressly represented bythe Client thatithas obtained or will timely obtain anyand all necessaryreleasesor authorizations relatedto materials included inthe Work attherequestofthe Client.The provisions of this paragraph shallsurviveterminationorcompletionofthisAgreement. I Miscellaneous: This Agreement shallbe binding upon the parties,their heirs,successors,assignsand personal representatives.This Agreement constitutestheentire understanding ofthepartiesandcanbe modified only byan instrument in writing signedbyboth parties,except thatthe Client mayauthorizeexpensesor revisions orally.NotermsattachedtoanycheckforpaymentunderthisAgreementcan modify theAgreementexceptunderanindependentinstrumentin writing signedbybothparties.A waiver ofabreachofanyofthe provisionsofthisAgreementshallnotbeconstruedasacontinuingwaiverofother breaches ofthe same orotherprovisions.This Agreement shallbegovernedbythelawsoftheStateofFlorida.Theparties consent topersonal jurisdiction within the State ofFlorida andfurtheragreethatexclusivevenueforanysuitarisingoutofthisAgreementshallbe within acourtofcompetent jurisdiction located within Miami-Dade County,Florida. Theheadingsprovidedareforconvenienceofthepartiesonlyandshallnotservetoinanyway limit orexpandtheprovisionsofthis Agreement.ThisAgreementmaybesignedincounterparts,and facsimile copiesshallbedeemedthesameasoriginals. AnynoticeexpresslyrequiredunderthisAgreementor pursuant toapplicablelawshallbein writing,and sent bycertified mail,return receiptrequested,to SOL-ARCH,Inc.atthe address stated aboveoratsuchother addresses asthepartiesmayprovide from timeto time in the future. ThisAgreementisforthedeliveryofthespecificservicesdescribed within thisAgreement,and SOL-ARCH,Inc.isagreeingtoprovide those services being requested andpaidfor.SOL-ARCH,Inc.doesnotwarrantyorguarantythatthe services being requested and provided will suitthe needs oftheClientorthattheyare fit foranyparticularpurposeanditremainstheClient'ssole responsibility to determine itsown needs andtoorderthe appropriate services from SOL-ARCH,Inc.tomeet those specific needs. Limitation of Liability: "PURSUANT TO FLORIDA STATUTE §558.035,AN INDIVIDUAL EMPLOYEE OR AGENT OF SOL-ARCH MAY NOT BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF PROFESSIONAL SERVICES RENDERED UNDER THIS PROFESSIONAL SERVICES CONTRACT." "Tothefullest extent permittedbylaw,thetotal liability,inthe aggregate,ofDesign professional and Design Professional's officers,directors,employees,agents,and consultants toClientand anyone claimingby,throughor under Client,for any and allinjuries,claims,losses,expenses,or damages whatsoever arisingoutoforinanyway related toDesign Professional's services,the Project orthis Agreement,fromany cause or causes whatsoever, including butnotlimitedto,negligence,strict liability,breach of contract or breach of warranty shallnot exceed the total compensation received by Design Professional under this Agreement,or the total amount of $9,250.00, whichever is greater." IAdditions:I pient Signature [Date [Client Name [print] !':->o PROFESSIONAL SERVICE AGREEMENT General &flch^£To&&Services THIS AGREEMENT made and entered into this ±2 I day of jbUoL t 20 \t>by and between the CITY OF SOUTH MIAMI,a political subdivision of the State of Florida and ^fjL ^A€X2i4 ;\&Q m authorized to do business in the State of Florida,hereinafter referred to as the "CONSULTANT'. Inconsiderationof the premisesand the mutualcovenantscontainedinthis AGREEMENT,theCITYOF SOUTH MIAMI,through its City Manager,agrees to employ the CONSULTANT fora period ending on WA^6y^%i,(g j cJOii&md the CONSULTANT agrees to be available,continuing basis,to perform professional services in connection with project(s)wherethe basic estimatedconstructioncostsofeach individual projectdoesnot exceed $2,000,000.00 orwherethe individual study doesnot exceed $200,000.00,herein after called the "SERVICES". 1.0 General Provisions I.I The CONSULTANT may be awarded workand issued a Notice to Proceed to provide professional services fora project,fora portion ofa project,orfor discrete tasks ona project Additional Professional Services,forthe purpose of reviewing work performed by other professional consultants or forother miscellaneous engineering services that may be required. 1.2 A Notice to Proceed will be issued on an as needed basis atthe sole discretion ofthe City Manager,or his designee,hereinafter referredtoas "CITY".TheCityof South Miami reserves,at all times,the right to perform any and all engineering work in-house or with other engineers.This AGREEMENT doesnot confer onthe CONSULTANT any exclusive rights to perform workon behalf ofthe City of South Miami,nor does it obligate the City of South Miami in any manner to guarantee workforthe CONSULTANT.The CONSULTANT may submit proposals for any professional services for which proposals may be publicly solicited by the City of South Miami outside ofthis AGREEMENT. 1.3 The CITY will confer with the CONSULTANT before any Notice to Proceed is issued to discuss the scope ofthework;thetime needed to complete the WORK and thefeeforthe services tobe rendered in connection with the WORK. 1.4 The CONSULTANT will submit a proposal upon the CITY'S request prior tothe issuance ofa NoticetoProceed.No payment will bemadeforthe CONSULTANTS timeand services in connection withthepreparationofany proposal. 1.5 The CITY agrees thatit will furnish tothe CONSULTANT plans and other data available in the CITY files pertaining to the WORK to be performed under this AGREEMENT promptly after each Notice to Proceed. 1.6 The CONSULTANT agrees to produce and distribute minutes,promptly after each meeting at which the CONSULTANTS presence is required. Page I of32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13,GM 6-18-13) 1.7 The CITY may designate a representative who,on behalf ofthe City Manager shall examine the documents submitted by the CONSULTANT and shall render decisions promptly,to avoid unreasonable delay in the progress ofthe CONSULTANTS services.The CONSULTANT shall keep the CITY'S representative advisedonthe project statusat all times. 1.8 The CITY agrees to issue all directives and approval in writing. 2.0 Professional Services 2.1 General Services The professional services to be provided by the consultant may be one or more ofthe 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 EngineeringServices will include daily volume counts,data analysis,preparation of conceptual improvements plan,presentreportsand recommendations to stakeholders and preparation of final traffic engineering report F.Architectural Services to provide drawings and specifications fornew 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 hardcopyanddisketteof plans in therequested format. G.Landscape Architecture including providing drawings and specifications for landscape projects;sitemaster planning,analysis and design,urban design plans/concept diagrams, openspace 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 ofplansinthe requested format H.Registered Surveying andMapping Other incidental services associated to the above items. Page2of 32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13,GM 6-18-13) 2.2Design&Construction -Basic Services The Basic Services,for design and construction,consist ofsix (6)phases described in Paragraph 2.2.1 through 2.2.6.Thescope outlined belowis applicable in its entirety to projects for which completed Basic Services are authorized. Upon authorization to proceed from the CITY,theCONSULTANT agrees to provide complete professional services for any portion or all ofthesix Phases outlined below applicable toits profession.The CONSULTANT agrees to co-ordinate itseffort with thatof any other providers of professional services to assure a coordinated and completeWORK.In a multi-professionally consulted project,the lead CONSULTANT,as designated bythe CITY,shall prepare the final bid package including bid documents and specifications,which shall be prepared by,and bethe responsibility ofthe respective disciplines. 2.2.1 Phase 1-Preliminary and Schematic Design: A.TheCONSULTANT shall conferwith representatives oftheCITY and theenduserto determine the full scope ofthe Project that will meetthe program requirements,and shall advise theCITY if,in the CONSULTANTS opinion,the allocated funds are adequate to accomplish the program requirements,as defined by an individual purchase orderforthe specific work to beperformed. B.The CONSULTANT shall use proper and adequate design control to assure theCITYthat the program requirements willbe 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 ofa schedule showing the proposed completion date on each Phase ofthe Project through design,bidding,construction,and proposeddate of completion. E.The Planning Summary (unless advised otherwise)shall consist ofa vicinity plan and blow up ofthe Site (if applicable)showing Project orientation,and a brief summary of all pertinent planning criteria usedforthe 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 ofthe 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 tothe 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 tothe Board atno additional costto 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. Page3 of 32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13,GM 6-18-13) I.The Statement of Probable Construction Cost shall include estimated cost ofthe Project including fixed equipment,professional fees,contingencies (if any),escalation factors adjusted tothe 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 tobe made on the basis ofthe CONSULTANTS experience and qualifications and represent CONSULTANTS 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 bythe CITY and it shall not proceed withthenext Phase until directed bythe 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,oudine specifications and other documents to fix and describe the size and character ofthe entire Project asto 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 Statementof Probable Construction Cost,and Design Development Drawings,etc.,as required to clearly delineate theProject If the Updated Statement of Probable Construction Cost exceeds theallocated funds,feasible cost or scopereduction options shall beincluded. C.The CONSULTANT shall submit and present two (2)setsof all documents required under this Phase,without additional charge,for approval bythe CITY and not proceed withthenext Phase until directed bytheCITYin writing. D.The CONSULTANT shallatall times monitor the Probable Construction Costs to make certain they remain withinthetotal allocated budgetANoticeto Proceed to Phase III will not be issued if the latest statement of Probable Construction Cost exceeds the total allocated funds. 2.2.3 Phase III -Final Design /Construction Documents Development A.From the approved Design Development Documents,the CONSULTANT shall prepare Final Construction Documents setting forth in detail the requirements forthe construction ofthe Project including the Proposal (Bid)Form and other necessary information for bidders, Conditions ofthe Contract,andComplete Drawings and Specifications.TheCONSULTANT shall useConstruction Specifications Institute (CSI)Standards andtheCityofSouth Miami Standard forms forthe preparation ofthe proposal (bid)forms,Instructions to Bidders, conditions of Contract and Specifications.The CONSULTANT shall review all existing City Specifications,for completeness prior touse and shall supply all needed additional specifications.The final draftofthe construction documents shall meet therequirementsof and beapprovedbythe City Attorney. B.The Construction Documents shall be prepared inamannerthat will assure clarity of line work,notes,and dimensions when the documents are reduced to 50%of their size.All drawings shall beon24"x36"paper ("D"size),onthe CITY's standard sheet format,unless Page4of32 Professional Service AGREEMENT Tpepe©12-31-12 (RevisedSK 4-3-13,GM 6-18-13) approved otherwise. C.All construction documents shall be submitted in both "hard copy"and electronic media in a mutually agreed upon electronic format,but generally as follows: 1.Non-drawingsubmittalsinMicrosoftOffice Word format 2.Drawingsin AutoCAD format 3.GIS files should be in ArcView format Version 3.2. D.Whenthe development ofthe drawings has progressed toat least 50%completion in Phase III,theCONSULTANT shall submit two (2)copies totheCITYfor approval,without additional charge,along withupdatedoutline specifications.The CONSULTANT shall also submit atthistime an updated Statement of Probable Construction cost as indicated bytime 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 ofthe documents is received from the CITY in writing.The CONSULTANT shall make all changes to documents required bytheCITYbefore proceeding further.Asetofthe revised documents shall be returned tothe CITY after incorporating all ofthe changes,if any. F.ANoticeto Proceed forthe completion of Phase III will notbe issued ifthelatestStatementof Probable Construction Cost exceeds thetotalallocatedfunds,unless the CITYincreasesthe total allocated funds orthe CONSULTANT and the CITY agrees on methods ofcost reductions sufficient to enable construction within the project budget. G.Upon 100%completionof the ConstructionDocuments,the CONSULTANT shall submitto the CITY a final,updated Statement of Probable Construction Cost along with two (2)copies each ofthe final draft of all drawings,specifications,reports,programs,etc.,without additional charge,fora final review and comments or approvals. H.The CONSULTANT shall make all the necessary presentations tothe 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 atno extra cost tothe CITY shall make all required changes or additions and resolve all questions resulting from Board review (see paragraph H)ifthe changes or additions donot alter the scope ofthe project as determined under paragraph 2.2.1 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 tothe CITY drawings and specifications,without additional charge tothe CITY for bidding purposes,unless instructed otherwise. J.The CONSULTANT shall arrange for "dry runs"and/or make final submissions to appropriate authorities (regulatory agencies to include and not limited to City,County,State or Federal)as necessary,to ascertain thatthe Construction Documents meetthe 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 costto CITY,in orderto acquire the necessary permits. Page 5 of 32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13,GM 6-18-13) 2.2.4 Phase IV -Bidding and Negotiation Phase: A.Upon obtaining all necessary approvals of the Construction Documents,and approval by theCITYofthe latest Statement of Probable Construaion 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 tothe CITY after verifying bond,insurance documents,questionnaire and reference submittedbythe constructor. B.The CONSULTANT shall issue Addenda to the Construaion Documents through the CITY as appropriate to clarify,correaor 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 prospeaive bidders,and recommend acceptance or rejeaion ofthe prospective bidders. D.Ifthelowest responsible Base Bid received exceeds the Total Allocated Funds the CITY may: 1.Approve the increase in ProjeaCost and award a construaion contraaor, 2.rejea all bids and rebid the Projea within a reasonable time with no change in the Project,or 3.Direa the CONSULTANT to revise the Project scope or quality,or both,as approved bytheCITYand 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 ofthe projea Under item (3)above, the CONSULTANT shall,without additional compensation,modify the Construaion Documents asnecessary to bring the Probable Construaion Cost within the TotalAllocated Funds whenthe lowestresponsiblebidisover 15%ofthe CONSULTANT estimate.All construaion contracts mustbe approved bytheCity Commission after the City awards the contract for commission approval. E.For the purpose of payment tothe CONSULTANT,the Bidding Phase will terminate and the services ofthe CONSULTANT will be considered complete upon signing of an AGREEMENT witha Contraaor.Rejeaion of bids bythe CITY doesnot constitute cancellation of the projea 2.2.5PhaseV-General Administration of the Construaion Contraa: A.The Construaion Phase will begin with the City Commission approval ofthe award ofthe Construction Contraa and will end when the Contractor's final Payment Certificate is approvedand paid bytheCITY. B.The CONSULTANT,as the representative ofthe CITY during the Construaion Phase, shall advise and consult withtheCITY and shall have authority toaaon behalf ofthe CITY Page6 of 32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13,GM 6-18-13) totheextent provided in the General Conditions and as modified in the Supplementary Conditions of the Construaion Contraa. C.TheCONSULTANT shall attend pre-construaion meetings. D.The CONSULTANT shall at all times have access tothe project wherever it is in preparation or progress. E.The CONSULTANT shall visit the site at least weekly and at all key construaion eventsto ascertain the progress oftheProjea and todetermine in general ifthe WORK is proceeding inaccordancewith the Contraa Documents.On the basis of on-site observations,the CONSULTANT will use reasonable and customary care to guard the CITY against defeas and deficiencies in theWORK.The CONSULTANT may be required to provide continuous daily on-site observations tocheckthe quality or quantity ofthe WORK as set forth in this AGREEMENT and defined bythe Scope ofWORK issued for the individual projea.Onthebasisoftheon-siteobservations,the CONSULTANT will advise theCITYastothe progress of and anyobserveddefeas and deficiencies inthe WORK immediatelyin writing. F.The CONSULTANT shall furnish the CITY with a written report of all observations ofthe WORK made by him during each visit totheWORK.He shall also notethe general status and progress ofthe WORK,and shall submit same in a timely manner.The CONSULTANT shall ascertain at least monthly that the Contraaor is making timely, accurate,andcomplete notations onrecord drawings. G.Based on observations atthe site and on the Contraaor's Payment Certificate,the CONSULTANT shall determine the amount due the Contraaor onaccountandhe shall recommend approval ofthe Certificate in such amounts.The recommendation of approval ofa Payment Certificate shall constitute a representation bythe CONSULTANT tothe CITY that,the CONSULTANT certifies tothe CITY that theWORK has progressed to thepoint indicated,and the quality ofthe WORK is in accordance withtheContraa Documents subjea to: 1.An evaluation ofthe WORK for conformance with the Contraa Documents upon substantial completion. 2.The results of any subsequent tests required bytheContraa Documents. 3.Minor deviations from the Contraa Documents correctable prior to completion and acceptance of the projea. H.The CONSULTANT shall have an affirmative duty to recommend rejeaion of WORK, whichdoesnotconformtothe Contraa Documents.Whenever,inits reasonable opinion,the CONSULTANT considers it necessary or advisable to insure compliance with the Contraa Documents,it will have authority (with the City's prior approval)to recommend special inspeaions or testing ofany WORK deemednottobe in accordance withthe Contraa Documents whether or not such WORK hasbeen fabricated and delivered tothe Project,or installed and completed. I.The CONSULTANT shall promptly review and approve shop drawings,samples,and other submissions ofthe Contractor for conformance with the design concept ofthe Project and for compliance with the Contract Documents.Changes or substitutions to the Contraa Documents shall notbeauthorized without concurrencewiththeCITY. Page7 of 32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13,GM 6-18-13) J.The CONSULTANT shall review and recommend aaion on proposed Change Orders initiated by others,and initiate proposed change orders as required byitsown observations ortherequirementoftheCITY. K.The CONSULTANT shall examine the WORK upon receipt ofthe Contractor's Certificate of Substantial Completion ofthe Project A Punch List of any defects and discrepancies in theWORK required tobe corrected bytheContraaor shall be prepared bytheCONSULTANT in conjunction with representatives oftheCITY and satisfactory performance obtainedbefore the CONSULTANT recommends execution of Certificate of Final Acceptance and final payment tothe 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 theother Contract Documents and deliver them to the CITY. LThe CONSULTANT shall provide assistance in obtaining Contraaor's compliance with the Contraa Documents relative to,I)initial instruaion 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 oftheprojea The CONSULTANT shall provide the contraaor with threesetsof drawings labeled "Construaion Plans"forpermitfrom Public Works. M. 2.2.6 Phase VI-Post Construaion Administration A.TheCONSULTANT shall prepare and provide theCITYwithawritten manual,tobeused bythe CITY,outlining the implementation plan of all the required maintenance necessary tokeeptheproposed WORK operational inasafeandeffeaive manner. B.The CONSULTANT shall furnish tothe CITY,reproducible record (as-builri drawings updated based on information furnished bythe Contraaor:such drawings shall become the propertyoftheCITY. C.TheCONSULTANT shall assist in theinspeaionoftheWORKonemonthbeforethe expiration of any guarantee period orthe sixth month whichever is earlier and report any defeaive WORK in theProjeaundertermsofthe guarantee/warranties for correction. The CONSULTANT shall assist the CITY withthe administration of guarantee/warranties forcorreaionofdefeaiveWORKthat may be discovered during the said period. D.The CONSULTANT shall furnish theCitywitha 3-ring binder labeled "Close-out Documents"that will include,asa minimum,acopy of: ©Certificatesofcompletion ©As-Builts (1/2 size) ©Test Results ©Daily construaion inspeaionreports ©Progressmeetingminutes ©Approved shop drawings Page8 of 32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13,GM 6-18-13) ©Warranty manuals as applicable ©Final release of liens ©Final payment to contraaor 2.3 Additional Professional Services Additional Services as listed below are normally considered tobe beyond the scope ofthe Basic Services fordesignand construaion,asdefinedinthisAGREEMENT,butwhichare additional serviceswhich maybeauthorizedwithintheScopeof Work given the CONSULTANT. A.Special analysis ofthe CITY'S needs,and special programming requirements for aprojea. B.Financial feasibility,life cycle costing orother special studies. C.Planning surveys,site evaluations,or comparative studies of prospeaive sites. D.Design services relative to future facilities,systems and equipment,which are not intended to beconstruaed as part dt a specific Projea. E.Services to investigate existing conditions (excluding utilities)or facilities ortomake measured drawings thereof,orto verify the accuracy of drawings orother information furnished by the CITY. F.Professional detailed Estimates of Construaion Cost consisting of quantity surveys itemizing all material,equipment and labor required fora Projea G.Consultation concerning replacement of any WORK damaged by fire or other cause during construaion,and furnishing professional services ofthetypeset forth in Basic Services as may be required relative to replacement of such WORK,providing the cause is found by theCITY to beotherthanby fault ofthe CONSULTANT. H.Professional services made necessary by the default ofthe Contraaor orby major defeas in theWORK under the Construaion Contract,providing the cause is found bythe CITY to be other thanby fault ofthe CONSULTANT. I.Making major revisions changing the Scope ofa project,to drawings and specifications when such revisions are inconsistent with written approvals or instruaion previously given by the CITYandaredueto causes beyondthecontroloftheCONSULTANT. (Major revisions are defined as those changing the Scope and arrangement of spaces and/or schemeoranyportion). J.The services ofoneor more full-time Projea Representatives. K.Preparing to serve or serving as an expert witness in conneaion with any arbitration proceeding or legal proceeding in conneaion with a Projea. L Professional services required after approval by the CITY orthe Contraaor'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 Page9of 32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13,GM 6-18-13) affeaing the scope ofa Projea provided the Changes are due to causes found by the CITY to be beyond the control of the CONSULTANT. 3.0TimeforCompletion The services tobe rendered by the CONSULTANT for any WORK shall be commenced upon written Noticeto Proceed from the CITY subsequent tothe execution ofthis AGREEMENT and shall be completedwithinthetime based on reasonable determination,statedinthe said Notice to Proceed. A reasonable extension of time will be granted in the event there is a delay onthe part ofthe CITY in fulfilling its part ofthe AGREEMENT,change of scope of work or should any other events beyond the control ofthe CONSULTANT render performance of his duties impossible. 4.0 Basis ofCompensation The CONSULTANT agrees to negotiate a"nottoexceed"feeora fixed sumfeeforeachofthe WORK assigned to him based onthe Scope of such WORK.Upon AGREEMENT ofa fee,the CITY will issue a written authorization to proceed tothe CONSULTANT.In case of emergency,theCITY reserves the right to issue oral authorization tothe CONSULTANT,with the understanding that written confirmation will follow immediately thereafter as possible.For reproduaion of plans and specifications,beyond the requirements as identified underthis AGREEMENT theCITY will pay thedireacosts. The fees for Professional Services for each Projea shall be determined byoneofthe following methods or a combination thereof,as mutually agreed uponbytheCITY and theCONSULTANT. A fixed sum:The fee for a task ora scope ofwork may bea fixed sum as mutually agreed upon bythe CITY and the CONSULTANT: Page I Oof 32 Professional Service AGREEMENT Tpepe©12-31-12 (RevisedSK 4-3-13,GM 6-18-13) Houriy Rate Fee TheCITY agrees to pay,and theCONSULTANT agrees toaccept,forthe services renderedpursuantto this AGREEMENT,feesinaccordancewiththe following: Category Hourly Kate Principal $143.00 Projea Manager $123.75 Senior Architea $94.82 Architea $75.53 Construaion Manager $75.53 Construaion Inspeaion $64.21 Senior Draftsman/Technical/CADD Operator $54.23 Draftsmen $46.25 DataProcessing/Clerical $35.75 SeniorEngineer $121.61 Engineer $75.53 Hourlyrateswillinclude all wages,benefits,overheadandprofit. Page M of 32 Professional Service AGREEMENT Tpepe©12-31-12 (RevisedSK 4-3-13,GM 6-18-13) 5.0 Payment and Partial Payments The CITY will make monthly payments or partial payments tothe CONSULTANT for all authorized WORK performed during the previous calendar month.For design and construaion 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 ofthe Projea and approval of all WORK Phase V). ©100%upon final completion and approval of WORK elementsAandBof Phase VI. The CONSULTANT shall submit an original invoice tothe City's projea representative for each payment certifying the percentage oftheWORK completed bythe CONSULTANT. The amount ofthe invoices submitted shall bethe amount due for all WORK performed to date,as certifiedby the CONSULTANT. The request for payment shall include the following information: ©Projea Name and CONSULTANTS Name. ©Total Contraa amount (CONSULTANTS lump sum negotiated),if applicable. ©Percentof work completed. ©Amount earned. ©Amount previously billed. ©Due this invoice. ©Balance remaining. ©Summaryof work donethis billing period. ©Invoice number and date. ©CONSULTANT'S W-9 Upon request bythe CITY the CONSULTANT shall provide the CITY with certified payroll data for the WORK refleaing salaries andhourly rates. 6.0Right of Decisions All services shall be performed bytheCONSULTANTtothe satisfaaion ofthe CITY's representative,who shall decide all questions,difficulties and disputes of whatever nature which may arise under orby reason of this AGREEMENT,the prosecution and fulfillment ofthe services,and the charaaer,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 theeventthatthe CONSULTANTdoesnotconcur in the judgment ofthe representative as to any decisions made by him,he shall present his written objections totheCity Manager and shall abide bythe decision oftheCity Manager. Nothing in thisseaion shall meantodenythe right to arbitrate,by either party,in accordance withthe appropriate Arbitration Rules of the American Arbitration Association. Page 12 of32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13,GM 6-18-13) 7.0 Ownership ofDocuments AH 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 conneaion 7™.L?Wner,S USe 3nd ^"P™0/of the Project.Reuse of these documents without writtenAGREEMENTfromtheCONSULTANTshallbetheCITY'S sole risk and without liability and legal exposuretotheCONSULTANT.s When each individual section of the WORK under this AGREEMENT is complete all of the above applicable data shall bedelivered to theCITY. 80 Court Appearances.Conferences and Hearings Nothingin this contract shall obligate the CONSULTANT to prepare for or appear in litigation on behalf of ?AmcmI-^^Ut addltional 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 asupplemental AGREEMENT approved by the City Commissioners and upon receipt of written authorization from the CITY prior to performance of acourt 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 OT?Ztt'<S ™rrCt!,duby **^**""^rep0m °r °ther indications from theCITYtotheCONSULTANTshallbeconsidereddeliveredwhenreceivedbytheCONSULTANTorits authorizedrepresentative. 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 aperiod of one year after final payment is made This provision is applicable only to projects that are ona time and cost basis. 11.0 Subletting The CONSULTANT shall not sublet,assign,or transfer any WORK under this AGREEMENT without the prior written consent ofthe CITY.w.uioui ™ 12.0 Warranty n^Cf?NSLVANT Wa!"rantS **jt haS "0t 6mpbyed or retained anX comPanv or Person,other than abonafideemployeeworkingsolelyfortheCONSULTANT,to solicit or secure this contract and that he T*rorS?...TAaMT t0,Pay any C°mpany °r perSOn 0ther than abona fide emPlovee w°rking solely foror,22 I ^!*COmmission'Percenta2e fee'8^or any other considerations contingent uponorresultmgfromtheawardormakingofthiscontract.For breach or violation of this warranty,the CITYshallhavetherighttoannulthiscontractwithoutliability. „,Page 13 of32 Professional ServiceAGREEMENT 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 bythe CONSULTANT uptothetimeof termination. Upon termination,the CITY shall be entitled toa refund ofany monies paid for any period oftime subsequent to date of termination for which no work was performed. 14.0 Duration of AGREEMENT This AGREEMENT is for a time period of three (3)years,commencing upon approval and execution of AGREEMENT.This AGREEMENT shall remain in force until the aaual completion of performance ofa given projea awarded tothe CONSULTANT,or unless otherwise terminated by the CITY. 15.0 Renewal Option This AGREEMENT may be renewed,atthe sole discretion of the CITY,for an additional period not to exceed a total contraa period,including renewals,ofone(I)year. 16.0 Default In the event either party fails to comply with the provisions of this AGREEMENT,the aggrieved party may declare the other party in default and notify him in writing.In such event,the CONSULTANT will only be compensated for any completed professional services.In the event partial payment has been made for such professional services not completed,the CONSULTANT shall returnsuchsumstothe CITY within ten (10)days after notice that said sums are due.In the event ofany litigation between the parties arising outof or relating in any way to this AGREEMENT ora breach thereof,each party shall bear its own costs and legal fees. 17.0 Insurance and Indemnification The CONSULTANT shall maintain during thetermofthis AGREEMENT the insurance assetforthin "Attachment A,Insurance and Indemnification"to thisAGREEMENT. 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 effeaatthe time of design which have adirea bearing onthe WORK involved on this projea.The CONSULTANT is required to complete and sign all affidavits,including Public Entity Crimes Affidavit form (attached)pursuant to FS 287.133(3)(a), asrequiredbytheRequestfor Qualifications applicable tothis AGREEMENT. Page \4 of 32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13,GM 6-18-13) 20.0 Taxes CONSULTANT shall be responsible for all payments of federal,state,and/or local taxes related tothe Operations,inclusive of sales taxif applicable. 21.0 Drug Free Workplace CONSULTANT shall comply with the Drug Free Workplace policy set forth in attachment #two which is madeapartofthis AGREEMENT byreference. 22.0 Independent Contraaor CONSULTANT is an independent entity under this AGREEMENT and nothing herein shall be construed to createa partnership,joint venture,or agency relationship betweenthe parties. 23.0Dutiesand Responsibilities CONSULTANT agrees to provide its services during thetermofthis AGREEMENT in accordance with all applicable laws,rules,regulations,and health and safety standards ofthe federal,state,and City,which may be applicable totheservicebeingprovided. 24.0 Licenses and Certifications CONSULTANT shall secure all necessary business and professional licenses at its sole expense prior to executing the AGREEMENT. 25.0 Entirety of AGREEMENT This writing embodies the entire AGREEMENT and understanding between the parties hereto,and there are noother AGREEMENTS and understandings,oral or written,with reference tothesubjea matter hereofthat are not merged herein and superseded hereby. No alteration,change,or modification ofthetermsofthisAGREEMENT shall be valid unlessmadein writing and signed by both parties hereto,and approved by the City Commissioner if required by municipal ordinance or charter. 26.0Jury Trial CITY and CONSULTANT knowingly,irrevocably voluntarily and intentionally waive any right either may have toa trial by jury in State or Federal Court proceedings in respea to any aaion,proceeding,lawsuit or counterclaim arising outoftheContraa Documents orthe performance ofthe 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. 28.0Rulesof Interpretation Throughout this AGREEMENT the male pronoun may be substituted for female and neuter and the singular words substituted for plural and plural words substituted for singular wherever applicable. Page 15 of32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13,GM 6-18-13) 29.0 Severability If any term or provision of this AGREEMENT or the application thereof to any person or circumstance shall,to any extent,be invalid or unenforceable,the remainder of this AGREEMENT,or the application of suchtermor provision topersonsor circumstances otherthanthosetowhichitis held invalid or unenforceable,shall notbe affeaed thereby and each term and provision of this AGREEMENT shall be valid and enforceable tothe 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 aa or omission and will only be valid and enforceable if in writing and duly executed by each ofthe 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 subsequentorsucceedingbreach. 31.0 No Discrimination No aaion shall be taken bythe CONSULTANT which would discriminate against any person onthe basis of race,creed,color,national origin,religion,sex,familial status,ethnicity,sexual orientation or disability. The CONSULTANT shall complywiththe Americans with Disabilities Aa 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 ofthe Americans with Disabilities Aa (ADA)during the performanceofthiscontraa. 33.0GoverningLaws This AGREEMENT and the performance of services hereunder will be governed bythe laws ofthe State of Florida,with exclusive venue forthe resolution of any dispute being acourtofcompetent jurisdiaion in Miami-Dade County,Florida. 34.0 Effeaive Date This AGREEMENT shall notbecomeeffeaive and binding until it has been executed byboth parties hereto and theeffeaive date shall bethe date of its execution bythe last party so executing it. 35.0ThirdParty Beneficiary Itis specifically understood and agreed thatnoother person orentity shall bea third party beneficiary hereunder,and thatnoneof provisions of this AGREEMENT shall be for the benefit oforbe enforceable by anyone other than the parties hereto,and thatonlythe parties hereto shall have any rights hereunder. Page 16 of 32 Professional Service AGREEMENT Tpepe©12-31-12 (RevisedSK 4-3-13,GM 6-18-13) 36.0 Further Assurances The parties heretoagreetoexecuteanyand all otherandfurtherdocumentsasmightbe reasonably necessaryinorderto ratify,confirm,and effeauate theintentandpurposes of the AGREEMENT. 37.0 Time of Essence Time is of the essence of this AGREEMENT. 38.0Interpretation ThisAGREEMENT shall not beconstrued more strongly against eitherpartyhereto,regardless of who was more responsibleforitspreparation. 39.0ForceMajeure Neitherparty hereto shall beindefaultofits failure toperformitsobligationsunderthisAGREEMENTif causedbyacts of God,civil commotion,strikes,labordisputes,or governmental demandsor requirements thatcould not bereasonablyanticipatedandtheeffectsavoidedormitigated.Each party shall notifythe other of anysuch occurrence. 40.0 Notices Whenever notice shall berequiredor permitted herein,it shall bedeliveredbyhanddelivery,e-mail, facsimile transmissionorcertified mail,withreturnreceiptrequestedand shall bedeemeddeliveredonthe dateshownonthedeliveryconfirmation or ifbycertified mail,thedateon the returnreceiptorthedate shown as the datesamewasrefusedorunclaimed.Notices shall bedelivered to the following individuals or entitiesat the addresses(includinge-mail)or facsimile transmission numbers set forthbelow: To CITY:City Manager,S?""K \!<&r\^Uv^-^D£~y2_ 6130 Sunset Dr. South Miami,FL33I43 Fax:?as*-663-^^4^ E-mail:g>&)^sL&i(^b<gtf^(&^^riA(V\\^r^\^L^0\f With copiesby U.S.mail to:City Attorney,ThomasPepe,Esquire 6130 Sunset Dr. South Miami,FL 33143 Fax:(305)341-0584 E-mail:tpepe@southmiamifl.gov To CONSULTANT: INWITNESS WHEREOF,this AGREEMENT isacceptedonthedate first abovewritten subjea tothe terms and conditions set forth herein. WITNESSES.CONTRACTOR // ~^l/]A (K*>m~V(c^w^^?C>>>-_.^Signature:-,'L-lAJ,^L-^-'^*••;._,^>w "" .--^i r f\Name:fH.U C :-;:':,''».'>::---'-V-!v:- AUTHENTICATION:OWNER:CITY OF SOUTH MIAMI Page 17 of 32 Professional Service AGREEMENT Tpepe©12-31-12 (RevisedSK 4-3-13,GM 6-18-13) Signature: taria Menem ^^/--Gfty Clerk ^^Signature: oRe^^no^Approved as-fo^Fo'bm Language,Legality Thqtfa^Pe^,&4 CU^At^brney .^^^Steven Alexander City Mamager and Execution y Professional Service AGREEMENT Tpepe©12-31-12 (RevisedSK 4-3-13,GM 6-18-13) Page 18 of 32 I I Insurance and Indei Page 19 of 32 Professional Service AGREEMENT Tpepe©12-31-12 (RevisedSK 4-3-13,GM 6-18-13) Insurance and Indemnification I.Insurance and Indemnification Without limiting its liability,the proposing firm shall be required to procure and maintain atitsown expense during the life ofthe Contract,insurance ofthetypes and in the minimum amounts stated below as will protectthe proposing firm,from claims which may arise outofor result from the proposing firm's execution ofa contract withtheCityof South Miami for Performance Based Audits, whether such execution by the firm or by any sub-consultant,or by anyone directly or indirealy employed by any ofthemorby anyone for whose acts any ofthem may be liable. The CONSULTANT shall not commence work onthisAGREEMENTuntilhehasobtained all insurance required bythe CITY.The CONSULTANT shall indemnify and save the CITY harmless from any and all damages,claims,liability,losses and causes of actions of any kind or nature arising out ofa negligent error,omission,or act of the CONSULTANT,its agents,representatives,employees, Sub-Contraaor,or assigns,incident to arising outofor resulting from the performance ofthe CONSULTANTS professional services under this AGREEMENT.The CONSULTANT shall pay all claims and losses of any kind or nature whatsoever,in conneaion therewith,including the CITY's attorney's fees and expenses in the defense of any action in law or equity brought against the CITY arising from the negligent error,omission,or act ofthe CONSULTANT,its agents,representatives, employees,Sub-Contraaor,or assigns,incident to,arising outofor resulting from the performance of the CONSULTANT *S professional servicesunderthis AGREEMENT. The CONSULTANT agrees and recognizes that the CITY shall notbe held liable or responsible for any claims,including the costs and expenses of defending such claims which may result from or arise outof actions or omissions of the CONSULTANT,its agents,representatives,employees,Sub- Contractors,sub-contractors,or assigns.In reviewing,approving or rejecting any submissions or acts ofthe CONSULTANT,the CITY in no way assumes or shares responsibility or liability ofthe CONSULTANTS,Sub-Contractors,their agents or assigns. The CONSULTANT shall maintain during the term of this AGREEMENT the following insurance: A.Professional Liability Insurance ona Florida approved form in the amount of$1,000,000 with deductible per claim if any,notto 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 outof the services or work performed by the CONSULTANT its agents,representatives,Sub- Contraaors or assigns,or by any person employed or retained by him in conneaion with this AGREEMENT.This insurance shall be maintained for four years Insurance and Indemnification July 25,2012 after completion of the construaion and acceptance of any Projea covered by this AGREEMENT.However,the CONSULTANT may purchase Specific Project Professional Liability Insurance,in the amount and under the terms specified above,which is also acceptable. B.Comprehensive general liability insurance with broad form endorsement,on a Florida approved form including automobile liability,completed operations and products liability,contraaual liability,severability of interest with cross liability provision,and personal injury and property damage liability with limits of $1,000,000 combined single limit per occurrence and $2,000,000 aggregate,including: a.Personal Injury:$1,000,000; b.Medical Insurance $25,000per person; Page20 of 32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13,GM 6-18-13) c.Property Damage:$500,000eachoccurrence; d.Automobile Liability:$1,000,000 eachaccident/occurrence. C.Umbrella Commercial General Liability insurance ona Florida approved form with thesame coverage asthe primary insurance policy butintheamountof$1,000,000 per claim. The CITY mustbe named as additional "named"insured for all except Workers'Compensation, and reflect the indemnification and hold harmless provision contained herein.Policy must specify whetheritis primary or excess/umbrella coverage.TheCITYmust receive 10 days advance written noticeofanypolicy modification and30 days advancewrittennoticeof cancellation, including cancellation fornon-paymentof premiums.All insurance mustremainin full forceand effectforthe duration ofthe contract period with the CITY.The CONSULTANT must provide notonlya "certified copy"ofthe Binder but also the Policy itselfwiththe name,address and phonenumberoftheagentand agency procuring the insurance. D.Workman's Compensation Insurance in compliance withChapter440,Florida Statutes,as presently written or hereafter amended. E.The policies shall contain waiver of subrogation against theCITYwhere applicable,shall expresslyprovidethatsuch policy or policies are primary overanyother collective insurance thattheCITY may have.TheCITY reserves the right at any timetorequestacopyofthe required policies forreview.All policies shall contain a "severability ofinterest"or"cross liability"clausewithout obligation forpremiumpaymentoftheCITY. F.Alloftheabove insurance required tobe provided bytheCONSULTANT is tobe placed with BEST ratedA-8 (A-VIII)orbetter insurance companies,qualified todo business underthe laws oftheState of Florida onapproved Florida forms. The CONSULTANT shall furnish certifiedcopiesof all "Binders"orcertificatesof insurance to theCITY prior tothecommencementof operations,which "Binders"or certificates shall clearly indicate thattheCONSULTANT has obtained insurance inthetype,amount,and classification asrequiredforstrict compliance withthisSeaion and thatnoreduaionin limits by endorsement during the policyterm,or cancellation ofthisinsurance shall beeffective without thirty (30)daysprior written notice to the CITY. Compliance withthe foregoing requirements shall not relieve theCONSULTANTof his liability and obligations underthisSeaionorunderanyotherportionofthis AGREEMENT. CONSULTANT agrees to supply copies of certificates of insurance totheCITY verifying the above-mentioned insurance coverage.CONSULTANT agreestolisttheCITYasan Additional Insured ofthe CONSULTANT'S General liability insurance and shall provide theCITY quarterly reports concerning anyandallclaims. Page 21 of32 Professional Service AGREEMENT Tpepe©12-31-12 (RevisedSK 4-3-13,GM 6-18-13) 66 A&£t J^„°*a J ff"99 (Respondents mustcomplete and submitwiththeir proposal.) Page 22 of 32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13,GM 6-18-13) AFFIDAVITS AND FORMS 1.Respondent's Sworn Statement under Seaion 287.1 33(3)(A),Florida Statutes,on Attachment #1 "PublicEntity Crimes andConflicts of Interest Affidavit,"shall be completed and providedwiththeproposalsubmittal. 2.NeithertheCONSULTANT,noranyof his/her/its employees shall bepermittedtorepresent anyclientbeforetheCommissionoranyCommittee,departmentoragencyoftheCITY,and shall agreenottoundertakeanyother private representationwhichmightcreateaconflictof interest withtheCITY.The CONSULTANT maynot represent anyCommissionmember, individually,or,any member oftheir family oranybusinessinwhichtheCommission member of their familyhasan interest. 3.Allproposalsreceivedwillbeconsidered public records.TheCITYwillconsider all quotations usingsuchcriteriaastheCommissionorCity Manager mayadoptateitheroftheirsole discretion.The CONSULTANT seleaed will berequiredtoenterintoa formal AGREEMENT withtheCITYinaform satisfaaory totheCITY,prior to the execution ofwhichtheCITY shall reserve all rights,includingtheright to changeitsselection. 4.Respondent's Attachment #2 "Drug Free Workplace"form shall becompletedand provided with the proposalsubmittal. 5.Respondent's Attachment #3 "No Conflict of Interest Non Collusion Affidavit,"shall be completed andprovidedwiththeproposalsubmittal. 6.Respondent's Attachment #4 "Acknowledgement and Conformance with OSHA Standards,"shall becompletedand provided withthe proposal submittal. 7.Respondent's Attachment #5 "Related Party Transaction Verification Form"shall be completed andprovidedwiththeproposalsubmittal. Page23 of 32 Professional Service AGREEMENT Tpepe©12-31-12 (RevisedSK 4-3-13,GM 6-18-13) ATTACHMENTS! PUBLIC ENTITY CRIMES AND CONFLICTS OF INTEREST Pursuant tothe provisions of Paragraph (2)(a)of Section 287.133,Florida State Statutes -"Apersonor affiliate who has been placed onthe conviaed vendor list following a conviction for a public entity crime may notsubmita Bid onaContractto provide any goods or services toa public entity,maynotsubmit a Bid ona Contract witha public entity for the construction or repair ofa public building or public work,may not submit bids on leases of real property toa public entity,may notbe awarded to perform work as a Contraaor,supplier,Subcontraaor,or Consultant under aContraa with any public entity, and may not transact business with any public entity in excess ofthe threshold amount Category Twoof Section 287.017,Florida Statutes,for thirty six (36)months from the date of being placed onthe conviaed vendor list". The award of any contraa hereunder is subjeatothe 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 oftheCityof South Miami orits agencies. SWORN STATEMENT PURSUANT TO SECTION 287.133 (3)(a), FLORIDA STATUTES.ON PUBLIC ENTITY CRIMES THISFORM MUST BE SIGNED AND SWORN TO INTHEPRESENCEOFA NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. I.This sworn statement is submitted to C /tLj &i ^JUL.'-T"*i *~y?6Xc /by biU&L Conde.[Print name ofthe public entity] [printJndividuars nameand titlel for £a'Q6 -lylC H [print name of entity submitting sworn statement] whose business address is *"t*~'l *'^tL-"/cf and (if applicable)its Federal Employer Identification Number (FEIN)is ±Q ":"'D /'~K*l--~7 (If the entity has no FEIN,include the Social Security Number ofthe individual signing this sworn statement:*Q/Vf ) 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 direaly related tothe transaaion of business with any public entity or with an agency or political subdivision of any other state orofthe United States,including,but not limited to,any bid or contract for goods or services tobe provided to any public entity or an agency or political subdivision of any other state orofthe United States and involving antitrust,fraud,theft, bribery,collusion,racketeering,conspiracy,or material misrepresentation. 3.I understand that "conviaed"or "conviaion"as defined in Paragraph 287.133 (l)(b),Florida Statutes,means a finding of guilt ora conviction ofa public entity crime,with or without an adjudication of guilt,in any federal or state trial court of record relating to charges brought by Page24 of 32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13,GM 6-18-13) indiament or information after July I,1989,as a result ofa jury verdict,non-jury trial,or entry ofapleaofguiltyornolocontender. 4.I understand that an "affiliate"as defined in Paragraph 287.133 (I )(a),Florida Statutes, means: (a)A predecessor or successor ofa person convicted ofa public entity crime;or (b)An entity under the control of any natural person who is active in the management of theentity and who has beenconviaedofa public entity crime.Theterm "affiliate"includes those officers,directors,executives,partners,shareholders,employees,members,and agents who are active in the management of an affiliate.The ownership byone person of shares constituting a controlling interestin any person,ora pooling ofequipmentor income among personswhennotfor fair market value under an arm's length AGREEMENT,shall beaprima facie case thatone person controls another person.A person who knowingly entersintoa joint venturewithapersonwhohasbeenconviaedofa public entitycrimein Florida during the preceding 36 months shallbe considered an affiliate. 5.I understand thata "person"as defined in Paragraph 287.133 (I )(e),Florida Statutes,means any natural personorentity organized underthe laws ofanystateoroftheUnitedStateswiththe legal powertoenterintoa binding contract and whichbidsor applies tobidoncontractsfor the provision ofgoodsor services ledbya public entity,orwhichotherwisetransaasor applies to transaa businesswithapublicentity.The term "person"includes those officers,direaors, executives,partners,shareholders,employees,members,andagents who areactivein management of an entity. 6.Based on information and belief,the statement which I have marked below is true in relation to theentity submitting thisswornstatement.[Indicate whichstatement applies.] V'Neithertheentity submitting thisswornstatement,noranyofits officers,directors, executives,partners,shareholders,employees,members,or agents who are aaive in the managementoftheentity,norany affiliate oftheentityhasbeenchargedwithand convicted of a public entity crime subsequent to July I,1989. The entity submittingthissworn statement,or one or more of itsofficers,direaors, executives,partners,shareholders,employees,members,oragents who are aaive in the managementoftheentity,oran affiliate oftheentityhasbeenchargedwithand conviaed ofa public entitycrime subsequent to July I,1989. The entity submittingthissworn statement,or one or more of itsofficers,direaors, executives,partners,shareholders,employees,members,oragents who are aaive in the managementoftheentity,oran affiliate oftheentityhasbeen charged withandconvicted of a public entitycrimesubsequentof July I,1989.However,there has beena subsequent proceedingbeforea Hearing OfficeroftheStateof Florida,Division of Administrative Hearings and the Final Orderenteredbythe Hearing Officer determined thatitwasnot in the public interest to place the entity submittingthissworn statement onthe conviaed vendorlist. [Attachacopyofthe 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 AMREQUIRED TO INFORMTHE Page25of32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13,GM 6-18-13) PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017,FLORIDA STATUTES,FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. ^>\\M^L [signature] Sworn to and subscribed before me this ui day ofJ20 \% X Personally known or Produced identification Notary Public -State of FtffEiS>& (Type of identification) (Printed,typed or stamped commissioned name of notary public) j /*a \/**J\Notary Public State ef Florida &jui~4jlJLp**-'L^^t^Aj^-^<"•%IF •Marisela Conde **'J "My Commission EE; Expires 07/24/2016 My commission expires ~c%l3<^fc\%>&\(& ^h/[\^r£My Commission EE 219143 Page26 of 32 Professional Service AGREEMENT Tpepe©12-3 I-12 (Revised SK 4-3-13,GM 6-18-13) ATTACHMENT #2 "DRUG FREE WORKPLACE" Whenevertwoormore Bids which are equal with respect to price,quality and service are received by theStateorbyany political subdivisions fortheprocurementofcommoditiesor contractual services,a Bid receivedfroma business that certifies thatit has implemented a drug-free workplace program shall be given preferenceintheaward process.Established proceduresfor processing tie Bids will be followed ifnoneofthetiedvendorshavea drug-free workplace program.In orderto have adrug-free workplace program,abusiness shall: 1.Publish a statement notifyingemployeesthatthe unlawful manufacture,distribution,dispensing, possession,oruse of acontrolledsubstanceisprohibitedinthe workplace andspecifying the actionsthatwillbe taken against employees forviolations of suchProhibition. 2.Inform employees aboutthedangersofdrugabuseintheworkplace,the business'policy of maintainingadrug-freeworkplace,any available drugcounseling,rehabilitation,and employee assistanceprograms,and the penaltiesthatmaybe imposed upon employees fordrugabuse violations. 3.Giveeach employee engagedinprovidingthe commodities orcontractualservicesthatare under Bidacopy of the statement specifiedinSubsection (I). 4.In the statement specifiedinSubsection (I),notifytheemployees,that,asacondition of working on the commodities or contractualservicesthatare under Bid,the employee willabideby the terms of the statement andwillnotify the employer of any conviction of,orpleaofguilty or nolo contender to,anyviolationofChapter893or of anycontrolledsubstancelawof the UnitedStatesoranystate,foraviolationoccurringintheworkplacenolaterthanfive(5)days after such conviction. 5.Impose a sanction on,or require the satisfactory participationinadrug abuse assistance or rehabilitationprogram,ifsuchis available in the employee's community,byany employee who is so convicted. 6.Makeagood faith effort to continue to maintainadrug-free workplace through implementation of this section. As the person authorized to sign the statement,I certifythatthisfirmcomplies fully withtheabove requirements. PROPOSER'S Signature:^-^C^CX- Print Name: Date: /\/•/C /;.<- Page27of32 Professional Service AGREEMENT Tpepe©12-31-12 (RevisedSK 4-3-13,GM 6-18-13) ATTACHMENT #3 "NO CONFLICT OF 1NTEREST/NON COLLUSBON AFFIDAVBT" Submitted this 2/day of O-Cl*^,20 ?<?, The undersigned,as CONSULTANT,declares thattheonlypersonsinterestedinthis AGREEMENT are namedherein;thatno other personhasanyinterestinthis AGREEMENT; Thatthisresponseismadewithout connection or arrangement with any other person;and thatthis responseisin every respect fair andmadeingood faith,without collusion or fraud. TheCONSULTANT agrees ifthis response/submission is accepted,toexecute an appropriate CITY documentforthe purpose of establishing a formal contractual relationship betweentheCONSULTANT and the CITY,forthe performance of all requirements to which the response/submission pertains. The full-names and residences of persons and firms interested in the foregoing bid/proposal,as principals,areasfollows: DUCCS Cos-De"-3'933 ^/vl PCfh j*J-*— HiCRflBL:H&U&flDQ^i'liC flllf-i17ivo CaA->Ot?~/?f33 Sew.Kf'1 pi.Net The CONSULTANT further certifies that this response/submission complies with section 4(c)ofthe Charter ofthe City of South Miami,Florida.That,tothebestof its knowledge and belief,no commissioner,Mayor orother officer or employee ofthe CITY has an interest directly or indirectly in the profits or emoluments ofthe Coqtract,job,workor service to which the response/submission pertains.tX\/j-,,f Signature:I•""•'iLXxj^A^H^n Printed Name:Du t-C-6 CO^OcS" Title:fe^jCi p/QC... Telephone:~QO"5 ~74 O r~0'1 13 Company Name: NOTARY PUBLIC:_ STATE OF f^ND^ COUNTY OF HlAMS —PAD^ Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13,GM 6-18-13) Page28of 32 The foregoing instrument was acknowledged before me this ^7 day of 4 ^^r\3 .20by U\j\jUj ^HRg SEAL (nameofperson whose signatureisbeingnotarized)who is *X Personally knownor Personal identification Type of IdentificationProduced NotaryPublic State ofFlorida Marisela Conde X Did take an oath,or Did Not take an oath. V-H*£My Commission EE 219143 Expires 07/24/2016 Professional Service AGREEMENT Tpepe©!2-31-12 (RevisedSK 4-3-13,GM 6-18-13) Page29 of 32 (Name of Notary Public:Print,Stamp or type as commissioned.) ATTACHMENT #4 "ACKNOWLEDGEMENT AND CONFORMANCE WITH OSHA STANDARDS" TO THE CITY OF SOUTH MIAMI We,*5>CL~j-ht<iM CONSULTANT,as specified have the sole responsibility for compliance with all the requirements of the Federal Occupational Safety and Health Actof 1970,and all State and local safety and health regulations,and agree to indemnify and hold harmless the City of South Miami against any and all liability, claims,damages,losses and expenses they may incur due to the failure of (subcontractor's names): .,(Nameof Contractor),hereby acknowledge and agree that as soc~/y< to complywithsuchactor regulation. CONTRACTOR X BY:butcCfc rv.Name. Title Si, <~c •O.' Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13,GM 6-18-13) y]A ^^MU^ck^C^^^A-^^^ Witness Page 30 of 32 ATTACHMENT #5 "RELATED PARTY TRANSACTION VERIFICATION FORM" I Z-;^^Cfc C^QstyL^iS't individually and on behalf of ^XX ~StiC-O tr ("Firm") [Name ofRepresentative][CompanylVendorlEntity] havereadtheCity of SouthMiami (CITY)'s Code of Ethics,Section8A-I of the CITYs Code of Ordinancesand I herebycertify,under penalty ofperjurythattothebestofmyknowledge,information and belief: 1.Neither I nor the Firm haveanyconflictof interest (asdefinedinsection8A-I)withregard to the contract orbusiness that I,and/or the Firm,am(are)aboutto perform for,or to transact with,the CITY,and 2.Neither I norany employees,officers,directors ofthe Firm,noranyone who hasa financial interest greaterthan5%in the Firm,hasanyrelative(s),asdefinedinsection8A-I,who isan employee of the CITY or who is(are)anappointedor elected official of the CITY,or who is(are)a member of anypublicbody created bytheCity Commission,i.e.,aboardor committee of the CITY,and 3.Neither I nor the Firm,nor anyonewhohasa financial interest greaterthan5%in the Firm,nor any member of those persons'immediate family (i.e.,spouse,parents,children,brothers and sisters)has transacted or entered intoanycontract(s)with the CITYorhasa financial interest, directorindirect,inanybusinessbeingtransactedwiththeCITY,orwithanypersonoragency actingfortheCITY,other thanas follows:(useaseparate sheet tosupply additional information thatwill not fitonthislinebutmakereferencetothe additional sheetwhichmustbe Signed under oath). 4.Noelectedand/orappointed official or employee oftheCity of Miami,oranyoftheir immediate family members (Le.,spouse,parents,children,brothersandsisters)hasa financially interest,directly or indirectly,inthe contract between youand/oryour Firm and the CITY other than the following individuals whose interestissetforth following their names: £>!&•i*~*/-'(usea separate sheet to supplyadditional information that will not fitonthisline but make reference tothe additional sheetwhichmustbesignedunderoath).Thenamesof all CITYemployeesand thatof all electedand/orappointedCITY officials orboardmembers,who own,directlyor indirectly,aninterestof five percent (5%)ormoreofthetotalassetsof capital stockinthe firm are as follows: *"w'l r*¥(usea separate sheetto supply additional information that will notfitonthislinebutmakereferencetothe additional sheetwhichmustbe signed under oath). 5.I andthe Firm furtheragreenottouseorattempttouseany knowledge,propertyorresource whichmaycometousthroughour position oftrust,orthroughour performance ofourduties underthetermsofthe contraa withtheCITY,tosecurea special privilege,benefit,or exemption for ourselves,or others.We agree that wemay not disclose or useinformation,not available tomembersofthe general public,forour personal gain orbenefitorforthe personal gain orbenefitofany other personorbusinessentity,outsideofthenormal gain orbenefit anticipated through the performance of the contract. Page 31 of 32 Professional Service AGREEMENT Tpepe©12-31-12 (RevisedSK 4-3-13,GM 6-18-13) 6.I and the Firm hereby acknowledge thatwe have not contracted or transacted any business with the CITY or any person or agency acting for the CITY,and thatwe have not appeared in representation of any third party before any board,commission or agency ofthe CITY within the past two years other than as follows:(use a separate sheet to supply additional information that will not fit on this line but make reference tothe additional sheet which must be signed under oath).Neither I nor any employees,officers,or directors ofthe Firm,nor any oftheir immediate family (i.e.,as a spouse,son,daughter,parent,brother or Sister)is related by blood or marriage to: (i)anymemberoftheCity Commission; (ii)anyCITYemployee;or (iii)any memberofany board or agency oftheCITYother than as follows: Plft (useaseparate sheet tosupply additional information that will not fit on this line but make reference tothe additional sheet which must be signed under oath). 7.Noother Firm,nor any officers or directors of that Other Firm or anyone who has a financial interest greater than 5%in thatOther Firm,nor any memberofthose persons1 immediate family (i.e.,spouse,parents,children,brothers and sisters)nor any ofmy immediate family members (hereinafter referred to as "Related Parties")has responded toa solicitation bythe CITY in which I orthe Firm that I represent or anyone who has a financial interest greater than 5%in the Firm,or any member ofthose persons'immediate family (Le.spouse,parents,children, brothersand sisters)have also responded,otherthanthe following: -*1 ,(useaseparatesheettosupply additional information that will not fitonthislinebutmake reference to the additional sheet which must besignedunderoath). 8.I and the Firm agree thatwe are obligated to supplement this Verification Form and inform the CITYof any change in circumstances that would change our answers tothis document. Specifically,after the opening of any responses toa solicitation,I and the Firm have an obligation to supplement this Verification Form with the name of allRelatedParties who havealso responded tothe same solicitation and to disclose the relationship ofthose parties tome and the Firm. 9.A violation ofthe CITY's Ethics Code,the giving of any false information orthe failure to supplement this Verification Form,may subject meorthe Firm to immediate termination of any AGREEMENT with the CITY,and the imposition ofthe maximum fine and/or any penalties allowed by law.Additionally,violations may be considered by and subject to action bythe Miami-Dade CountyCommissionon Ethics. Under penalty of perjury,I declare that I have made a diligent effort to investigate the matters to which I am attesting hereinabove and that the statements made hereinabove are true and correct to the best of my knowledge,information and belief./\,„/f"\/-- Signature:&2lljUJ^Cfr<dikL Print Name &Title:£&LC&<^0/^£>£f P/U&'£JP/±L- Date:J27 <'3 ATTACHED:Sec.8A-1 -Conflict of interest and code of ethics ordinance. Page32of32 Professional Service AGREEMENT Tpepe©12-3 I-12 (Revised SK 4-3-13,GM 6-18-13)