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8THE CITY OF PLEASANT LIVING CITY OF SOUTH MIAMI OFFICE OF THE CITY MANAGER INTER-OFFICE MEMORANDUM To: FROM: VIA: DATE: SUBJECT: The Honorable Mayor & Members ofthe City Commission Steven Alexander, City Manager Quentin Pough, Director of Parks and Recreation ~ July 12, 2016 Agenda Item NO.:~ 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. 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 Room into a new exercise gym. A contingency in the amount of $750 will be included over the proposal amount to address for unknown factors that may arise and for 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. The City 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 shall be charged to the Parks and Recreation Capital Improvement, account numbered 301-2020-572-6450 which has a balance of $193,000 before this request was made. AnACHMENTS: Resolution Proposal Professional Service Agreement 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 RESOLUTION NO.: _____ _ 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 hire a 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 of five (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 provide a contingency of $750 over the proposal amount for unknown factors that may arise during the work and for permitting fees; and WHEREAS, the total expenditure shall not to exceed $10,000. 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 authorized to pay Sol-Arch, Inc, for an amount not to exceed $9,250 in accordance with the form of Professional Service Agreement that was approved by the City Commission by resolution 151-13-13969 to complete drawings for the remodeling of South Miami Community Center Ground Floor Multi-Purpose Room. The City Manager is authorized to expend an additional $750 over the proposal amount of $9,250 for unknown factors. Section 2: The expenditure shall be charged to the CIP Fund account number 301-2020-572-6450 which has a balance of $193,000 before this request was made. Section 3: 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 4: This resolution shall become effective immediately. upon adoption. PASSED AND ADOPTED this ___ day of _____ -', 2016. ATIEST: CITY CLERK READ AND APPROVED AS TO FORM LANGUAGE, LEGALITY AND EXECUTION THEREOF CITY ATIORNEY APPROVED: MAYOR COMMISSION VOTE: Mayor Stoddard Vice Mayor Welsh Commissioner Edmond Commissioner Liebman Commissioner Harris SOL-ARCH June 29, 2016 Revised City of South Miami Public Works and Engineering Department Mr. Ricardo Ayala, PE. Capital Improvement Project Manager 4795 SW 75 th Ave; South Miami, FL 33155 RAyala@southmiamifl.gov RE: Remodeling of South Miami Community Center-Ground Floor Multi-Purpose Room into a New Exercise Gym Dear Ricardo, As per our meeting yesterday, below please find Sol-Arch's (SA) fee proposal for the preparation of permit drawings for the remodeling of South Miami Community Center-Ground Floor Multi-Purpose Room in to a new exercise gym. Our fee is based on the scope outlined on the attached sketch and our on site visit on 6-16-16. SA scope will include the following: Scope of Work: • Preparation of an as-built floor plan in AutoCAD. If one is provided for us this scope and associated fee will be removed from the proposal. All necessary meeting are included as part of the fee. • Preparation of AlE permit drawings showing existing and proposed changes in floor plan. These drawings include the construction documents required for permitting of the proposed modifications. Engineering drawin'gs are also included as part of this 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 be in the form of product cut sheets and or written specifications. The products selected are for bidding purposes only and the Bidders can provide or equal substitutions as they see fit. • Scope of service is limited to the spaces on the ground floor as identified in the sketch. • Duration: 4-5 weeks depending on whether we are provided with as-built AutoCAD drawings or not. Multi-Purpose Room-Remodel/Conversion to Gym • Removal of existing (gyp bd)wall between multi-purpose room and storage, includes doors and frame. • Removal of existing (cmu) wall between multi-purpose room and kitchen, includes doors and frame and pass-thru. • Removal of kitchen cabinets, equipment and finishes. • Extension of existing multi-purpose room ceiling into 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.) • New wall, floor and ceiling finishes as noted on drawings. Specifications provided within drawing set. Our team is assembled and ready to begin work as soon as we receive a signed copy of the attached proposals from you. If you have any questions or need further clarification please call us. We truly appreciate your confidence in our work and thank you for giving 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 SOl= .. ARCH June 29, 2016 Revised ~ity of South Miami -Public Works and Engineering Department 14795 SW 75m Ave Miami, FL 33155 Property Address -See below Attn: Mr. Ricardo Ayala, PE, Capital Improvement Project Manager rayala@southmiamifl.gov Sol-ARCH (SA) scope of work includes preparation of permit drawings for the remodeling of South Miami 1 Community Center-Ground Floor Multi-Purpose Room in to a new excursive gym. Bethel-Gibson Community Center; 6701 SW 58th PI, South Miami, FL 33143 rrhe scope of work that will be prepared by SA is as per the attached letter dated 6-16-2016 and in summary includes the following: • Preparation of an as-built floor plan in AutoCAD. If one is provided for us this scope and associated fee will be removed from the proposal. • Preparation of AlE permit drawings showing existing and proposed changes in floor plan. These drawings include the construction documents required for permitting of the proposed modifications. Engineering drawings are also included as part of this scope 3 • Material specifications that identify the products and materials being used as part of the renovation will be provided within the drawings. These specifications can be in the form of product cut sheets and or written specifications. The products selected are for bidding purposes only and the Bidders can provide or equal substitutions as they see fit. • All necessary meeting. • Scope of service is limited to the spaces on the ground floor as identified in the sketch. • Duration: 4-5 weeks depending on whether we are provided with as-built AutoCAD drawings or not. ~ ..... ~ ... ~ .--. .----" ... .:. 4 SA scope includes MEP/Fire Safety Engineering and calculations for remodeling scope only. 5 SA scope includes Structural Engineering and calculations for remodeling scope only. 6 SA scope does not include Civil Engineering and calculations. 7 SA scope does not include any Fees required for the submittal or approval process. 8 SA scope under this agreement does not include construction, bidding or construction management. ~s required/requested by Owner: Site Surveys Variances Traffic Engineering Report EnvironmentalP1/P2 Geotechnical Reports Landscaping Interior Design (limited to what is shown on the drawings) Specialty Engineering Specifications (Only as note) Project Bidding Construction Administration LEED Any Municipal or State Fees Renderings and Models SOL:"ARCH $ 9,250.00 Bethel-Gibson Community Center-Multi-Purpose Room Remodel to new gym. $ 9,250.00 trotal Fee -Reimbursable billed separately with no mark-up I Terms Once executed by the Client, this Proposal is intended to be and shall serve as a fully binding Agreement between SOL-ARCH, Inc. and the Client. Unless otherwise expressly stated above or agreed to in writing, this Agreement is for the production of Construction Documents only. Client shall be considered the author of any and all documents and files generated by it, and unless expressly granted by client in writing, client shall retain any and all copyrights or other Intellectual Property rights to the documents and files generated by it. All rights not expressly granted above are retained by client, including, but not limited to, any electronic rights or usage rights, and including, but not limited to, all rights in sketches, comps, or other preliminary materials. Accordingly, and without limitation, it is expressly understood that all worldwide right, title and interest in and to any and all Intellectual Property conceived, invented, authorized or otherwise made by, through, or as a result of this Agreement shall remain the sole and exclusive property of client, its successors and assigns, unless licensed or assigned by client, pursuant to a separate written instrument. The term "Intellectual Property" as understood h~reunder shall be construed broadly to include all forms of intellectual property, including without limitation all inventions, designs, improvements, trademarks, service marks, and copyrights in drawings, computers programs, computer generated designs, architectural works, and in all other original works of authorship whatsoever. SOL-ARCH, Inc. shall obtain Client's written consent prior to use or dissemination to third parties of the construction documents for any purpose whatsoever. The terms of this paragraph shall survive termination or completion of this Agreement. Payment: Payment for finished work is due upon acceptance of final documents except for amount held until granting of the permit. Anything in this Agreement to the contrary notwithstanding, the Client's right to use the work is conditioned upon receipt of payment . --within 30 days of acceptance of final documents and upon the Client's'compliance with the terms of this agreement. Without limitation t6'~lriy other remedies available at law, use of the Work by the Client without maKing the agree'd upon payments for the Work is a violation of this Agreement which the parties agree can be enjoined by a Court of proper jurisdiction. Such an injunction may be obtained without the posting of a bond. A 1.5% monthly service charge will be billed against late payment. Sol-Arch reserves the right to charge interest on payments not made within 30 days of invoice, at the rate of 18% annually. Suspension, Termination, Cancellation or Abandonment: Both parties may suspend, cancel, terminate or abandon this agreement. The parties shall be given seven (7) days prior written notice of such action. Sol-ARCH shall be compensated for the professional services provided up to date of suspension, termination, cancellation or abandonment in accordance with the provisions of this agreement for all work performed up to date of suspension, termination, cancellation or abandonment, including reimbursable expenses. I Alteration The Client agrees to pay SOL-ARCH, Inc. an additional fee, to be negotiated separately, for changes requested to final documents where the Client asked SOL-ARCH, Inc. to proceed directly to final documents. No additional fee shall be billed for changes· to bring final documents up to original specifications or assignment description. The Client agrees to offer SOL-ARCH, Inc. the first opportunity to make any changes to final Documents. 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 hereto that are not merged herein and suspended hereby. No alteration, change or modification of the terms of this agreement shall be valid unless made in writing, Signed by both parties hereto. I Additional Services An initial payment (retainer) as noted above is required at contract signing and shall be credited to the Client's account at the time of SOL--ARCH final invoice. Sol-Arch shall invoice for his services in accordance with his progress per phase and at the established billing cycle, the first of each month or end of phase, whichever comes first. All invoices shall be due and payable upon presentation and will considered past due after 30 days. . Payment for changes in Sol-Arch basic services when requested may be offered at a pre-negotiated fixed fee. In the absence of such a fee, such changes are billed at our standard hourly billing rates, which are: Principal: Project Manager: Sr. Architects: Architect: Sr. CADD Tech: CADD Tech: Administrative Staff: I Additional Expenses $ 150.00 $ 100.00 $ 80.00 $ 65.00 $ 50.00 $ 35.00 $ 20.00 The Client shall reimburse SOL-ARCH, Inc. for all expenses necessitated by the provision of services which include, but are not limited to, travel, and accommodation, photo, printing and reprographic. Additions and/or revisions given to SOL-ARCH, Inc. by the Client and approved by the Client 5 days or less before the deadline will be assessed on an hourly rate of (refer to above chart for hourly rates) Reimbursable Expenses are invoiced at Sol-Arch actual cost. Permit fees are by owner. I Approval Document reproductions. Postage and handling of documents,' drawing and/or specifications, Courier services (local or 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 is not 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 to printing. However, SOL-ARCH, Inc., and its agents shall not be responsible for changes, additional printing costs and/or delays and shall not be held liable for any such items, or for a decision made to proceed or not to proceed with printing, Changes 'inservices wrn riofll'e executed without the prior approval of the oWner;' .. ' " ..... Which changes in the Sol-Arch basic services require corresponding changes in consultant services or other outside sources, the costs of those services shall be invoiced af Sol-Arch actual cost. I Partial Completion/Cancellation' Fees Client may in its sole and absolute discretion cancel this Agreement upon delivery of written notice to Sol-Arch, Inc. at any time, for any reason or for no reason whatsoever, upon which Client shall be liable solely for fees and costs incurred to date. In such event, then the Client agrees to pay a 'percentage of payment' based on the percentage of work done on the document(s) as determined by SOL- ARCH, Inc. I Fees and Schedule Cost estimates are subject to change if work has not begun within five business days. Cost estimates are subject to change if the scope of work is different than expected. The schedule is agreed to within the contract and is subject to change based on revisions, lack of information, or other delays caused by the Client or their associations. Cost Estimates: Client hereby acknowledges that Sol-ARCH cannot warrant that estimates of probable construction or operating costs provided by Sol-ARCH will not vary from the actual cost incurred by the client. I Indemnification, Permissions and Releases: The Client agrees to defend, indemnify, and hold harmless SOL-ARCH, Inc., its owners and employees, from and against any and all claims, loss, damage, injury, causes of action, actions, costs (including, without limitation, attorney's fees, whether pre-suit, during suit, or on appeal), and suits of any nature or description: (i) due to materials included in the Work at the request of the Client for which uses exceeded the uses allowed pursuant to any permission or release contemplated herein, (ii) arising out of or related to the Client's use of ~: . . .- SOL-ARCH the Work, which use could not reasonably have been expected to occur with respect to this Agreement or (iii) arising out of or related to any material breach of this Agreement by the Client. It is expressly represented by the Client that it has obtained or will timely obtain any and all necessary releases or authorizations related to materials included in the Work at the request of the Client. The provisions of this paragraph shall survive termination or completion ofthis. Agreement. I Miscellaneous: This Agreement shall be binding upon the parties, their heirs, successors, assigns and personal representatives. This Agreement constitutes the entire understanding of the parties and can be modified only by an instrument in writing signed by both parties, except that the Client may authorize expenses or revisions orally. No terms attached to any check for payment under this Agreement can modify the Agreement except under an independent instrument in writing Signed by both parties. A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions. This Agreement shall be governed by the laws of the State of Florida. The parties consent to personal jurisdiction within the State of Florida and further agree ·that exclusive venue for any suit arising out of this Agreement shall be within a court of competent jurisdiction located within Miami-Dade County, Florida. The headings provided are for convenience of the parties only and shall not serve to in any way limit or expand the provisions of this Agreement. This Agreement may be signed in counterparts, and facsimile copies shall be deemed the same as originals. Any notice expressly required under this Agreement or pursuant to applicable law shall be in writing, and sent by certified mail, return receipt requested, to SOL-ARCH, Inc. at the address stated above or at such other addresses as the parties may provide from time to time in the future. This Agreement is for the delivery of the specific services described within this Agreement, and SOL-ARCH, Inc. is agreeing to provide those services being requested and paid for. SOL-ARCH, Inc. does not warranty or guaranty that the services being requested and provided will suit the needs of the Client or that they are fit for any particular purpose and it remains the Client's sole responsibility to determine its own needs and to order the appropriate services from SOL-ARCH, Inc. to meet those specific needs. I 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." "To the fullest extent permitted by law, the total liability, in the aggregate, of Design professional and Design Professional's officers, directors, employees, agents, and consultants to Client and anyone claiming by, through or under Client, for any and all injuries, claims, losses, expenses, or damages whatsoever arising out of or in any way related to Design Professional's services, the Project or this Agreement, from any cause or causes whatsoever, including but not limited to, negligence, strict liability, breach of contract or breach of warranty shall not exceed the total compensation received by Design Professional under this Agreement, or the total amount of $9,250.00, whichever is greater." I Additions: IClient Signature pate IClient Name [print] PROFESSIONA~ dER\1ICE AGREEMENT General -A{2Chl ~(!:."Totve Services THIS AGREEMENT made and entered Into this .11 day of Ju.\..Q.. , ~oj3 by and b~Meen the CITY OF SOUTH MIAMI, a political subdivision of the State of Florida and 90c .... .t\1lC .. I/Jc., . authorized to do business in the State of Florida, hereinafter referred to as the "CONSULTANT". In consideration of the premises and the mutual covenants contained in this AGREEMENT, the CITY OF SOItJTH MIAM~ 1;hrou,.gh)ts (:ity Manager, agrees to employ the CONSULTANT for a period ending on ...-J.-uJ!.t1 ~(ty i Wl0,and the CONSULTANT agrees to be available, continuing basis, to perform professional services in connection With project(s) where the basic estimated construction costs of each individual project does not exceed $2,000,000.00 or where the individual study does not exceed $200,000.00, herein after called the "SERVICES". 1.0 General Provisions 1.1 The CONSULTANT may be awarded work and issued a Notice to Proceed to provide professional services for a project, for a portion of a project, or for discrete tasks on a project. Additional ProfeSSional Services, for the purpose of reviewing work performed by other professional consultants or for other miscellaneous engineering services that may be required. 1.2 A Notice to Proceed will be issued on an as needed basis at the sole discretion of the City Manager, or his deSignee, hereinafter referred to as "CITY". The City of South Miami reserves, at all times, the right to perform any and all engineering work in-house or with other engineers. This -AGREEMENT does not confer on the CONSULTANT any exclusive rights to perform work on behalf of the City of South Miami, nor does it obligate the City of South Miami in any manner to guarantee work for the CONSULTANT. The CONSULTANT may submit proposals for any professional services for which proposals may be publicly solicited by the City of South Miami outside of this AGREEMENT. 1.3 The CITY will confer with the CONSULTANT before any Notice to Proceed is issued to discuss the scope of the work: the time needed to complete the WORK and the fee for the services to be rendered in connection With the WORK. 1.4 The CONSULTANT will submit a proposal upon the CITY'S request prior to the issuance of a Notice to Proceed. No payment will be made for the CONSULTANT'S time and services in connection with the preparation of any proposal. I.S The CITY agrees that it will furnish to the CONSULTANT plans and other data available in the CITY files pertaining to the WORK to be performed under this AGREEMENT promptly after each Notice to Proceed. 1.6 The CONSULTANT agrees to produce and distribute minutes, promptly after each meeting at which the CONSULTANT'S 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 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 2.1 General Services The professional services to be provided by the consultant may be one or more of the following, and include but not limited to: A. Roadway Engineering to include streets, Sidewalk, curb, gutter, drainage, associated traffic control devices, stripping, lighting, irrigation, speed reduction devices and residential landscaping. B. Drainage Design includes the necessary analysis needed to implement proposed drainage improvements, preparation of paving and drainage plan for municipal building and facilities. C. Civil Engineering, to include Distribution Systems Improvement / 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 dally volume counts, data analysis, preparation . -of conceptual improvements plan, present reports and recommendations to stakeholders' . arid 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. Page 2 of 32 Professional Service AGREEMENT Tpepe© 12-31-12 (Revised SK 4-3-13, GM 6-18-13) 2.2 Design & Construction -Basic Services The Basic Services, for design and construction, consist of six (6) phases described in Paragraph 2.2.1 through 2.2.6. The scope outlined below is applicable in its entirety to projects for which completed Basic Services are authorized. Upon authorization to proceed from the CITY, the CONSULTANT agrees to provide complete professional services for any portion or all of the six Phases outlined below applicable to its profession. The CONSULTANT agrees to co-ordinate its effort with that of any other providers of professional services to assure a coordinated and complete WORK. In a multi-professionally consulted project, the lead CONSULTANT, as designated by the CITY, shall prepare the final bid package including bid documents and specifications, which shall be prepared by, and be the responsibility of the respective disCiplines. 2.2.1 Phase I-Preliminary and Schematic Design: A. The CONSULTANT shall confer with representatives of the CITY and the end user to determine the full scope of the Project that will meet the program requirements, and shall advise the CITY if, in the 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 dateon:-ea!=h' p'hase 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. Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13, GM 6-18-13) Page 3 of32 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 ~roceed with the next Phase until directed by the CITY in Writing. 2.2.2 Phase" -Study and Design Develo~ment: 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 ~e 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 thetotalalldi:ateCibUdget.AJ\Jotice 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 / 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 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK4-3-13, GM 6-18-13) Page 4 of 32 .'.: '-.! .... ,. 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 wrjtini. The CONSULTANT shall make all changes to documents required by the CITY before proceeding further. A set of the revised documents shall be retumed 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 pr~s~n~tions 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 resuiting 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 retumed to the CITY for final approval. Upon final approval by the CITY, the CONSULTANT shall furnish to the CITY drawings and specifications, without additional charge to the CITY for bidding purposes, unless instructed otherwise. J. The CONSULTANT shall arrange for "dry runs" and/or make final submissions to appropriate authorities (regulatory agencies to include and not limited to City, County, State or Federal) as necessary, to ascertain that the Construction Documents meet the necessary requirements to obtain all the necessary permits for construction. The CONSULTANT shall respond to all technical questions from regulatory agencies. The CONSULTANT shall modify, at no additional cost to CITY, in order to acquire the necessary permits. Professional Service AGREEMENT Tpepe©12-31-12 (ReVised SK 4-3-13, GM 6-18-13) Page 5 of 32 2.2.4 Phase IV -Biddin~ and Nel:0tiation Phase: A. Upon obtaining all necessary approvals of the Construction Documents, and approval by the CITY of the latest Statement of Probable Construction Cost, the CONSULTANT shall furnish the drawings and specifications as indicated above for bidding, and assist the CITY in obtaining bids as well as awarding and preparing construction contracts. The CONSULTANT shall attend all pre-bid conferences. The 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, a'ssl'sttheCIlY in obtaining re-blds, and awarding the r'e~bidofthe project.Undedtem (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 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13, GM 6-18-13) Page 6 of 32 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 ~he ·qual!ty _o.L~h~, y'y()R~ ].5 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. Page 7 of 32 Professional Service AGREEMENT Tpepe© 12·3 1-12 (Revised SK 4-3· 13, GM 6· 18· 13) 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) drawin~ 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 Indude, as a minimum, a copy of: • Certificates of completion • As-Builts (1/2 size) • Test Results • Daily construction inspection reports • Progress meeting minutes • Approved shop drawings Page 8 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 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 professional services of the type set forth in Basic Services as may be required relative to replacement of such WORK, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. H. Professional services made necessary by the default of the Contractor or by major defects in the WORK under the Construction Contract, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. I. Making major revisions changing the Scope of a project, to drawings and specifications. when such revisions are inconsistent with written approvals or instruction previously given by the CITY and are due to causes beyond the control of the CONSULTANT. (Major revisions are defined as those changing the Scope and arrangement of spaces and/or scheme or any portion). J. The services of one or more full-time Project Representatives. K. Preparing to serve or serving as an expert witness in connection with any arbitration proceeding or legal proceeding in connection with a Project. L. Professional services required after approval by the CITY or the Contractor's Requisition for Final Payment, except as otherwise required under Basic Services. M. Preparing supporting data. drawings, and specifications as may be required for Change Orders Page 9 of 32 Professional Service AGREEMENT Tpepe© 12-31-12 (Revised SK 4-3-13. GM 6-18-13) affecting the scope of a Project provided the Changes are due to causes found by the CITY to be beyond the control of the 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 CITY in fulfilling its part of the AGREEMENT, change of scope of work or should any other events beyond the control of the CONSULTANT render performance of his duties impossible. 4.0 Basis of Compensation The CONSULTANT agrees to negotiate a "not to exceed" fee or a fIXed sum fee for each of the WORK aSSigned to him based on the Scope of such WORK. Upon AGREEMENT of a fee, the CITY will issue a 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: Page 10 of32 Professional Service AGREEMENT Tpepe© 12-31-12 (Revised SK 4-3-13, GM 6-18-13) Hourly Rate Fee The CITY agrees to pay, and the CONSULTANT agrees to accept, for the services rendered pursuant to .. this AGREEMENT, fees in accordance with the following: Catesory Principal Project Manager Senior Architect Architect Construction Manager Construction Inspection Senior DraftsmanlTechnical/CADD Operator Draftsmen Data Processing I Clerical Senior Engineer Engineer Hourly rates will include all wages, benefits, overhead and profit. Page II of 32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13, GM 6-18-13) Hourly Rate $143.00 $123.75 $94.82 $75.53 $75.53 $64.21 $54.23 $46.25 $35.75 $121.61 $75.53 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 specifled, 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 speciflcations 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 flnal completion and approval of WORK elements A and B of Phase VI. The CONSULTANT shall submit an original invoice to the City's project representative for each payment certifying the percentage of the WORK completed by the CONSULTANT. The amount of the invoices submitted shall be the amount due for all WORK performed to date, as certified by the CONSULTANT. The request for payment shall include the following information: • Project Name and CONSULTANT's Name. • Total Contract amount (CONSULTANT's lump sum negotiated), if applicable. • Percent of work completed. • Amount earned. • Amount previously billed. • Due this invoice. • Balance remaining. • Summary of work done this billing period. • Invoice number and date. • CONSULTANT's W-9 Upon request by the CITY the CONSULTANT shall provide the CITY with certified payroll data for the WORK reflecting salaries and hourly rates. 6.0 Right of Decisions All services shall be performed by the 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 fulflilment of the services, and the character, quality, amount and value and the representative's decisions upon all claims, questions, and disputes shall be flnal, conclusive and binding upon the parties unless such determination is clearly arbitrary or unreasonable. In the event that the CONSULTANT does not concur in the judgment of the representative as to any decisions made by him, he shall present his written objections to the City Manager and shall abide by the decision of the City Manager. Nothing in this section shall mean to deny the right to arbitrate, by either party. in accordance with the appropriate Arbitration Rules of the American Arbitration Association. Page 12 of 32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13. GM 6-18-13) 7.0 Ownership of Documents All reports and reproducible plans, and other data developed by the CONSULTANT for the purpose of this AGREEMENT shall become the property of the CITY without restriction or limitation in connection with the owner's use and occupancy of the project. Reuse of these documents without written AGREEMENT from the CONSULTANT shall be the CITY'S sole risk and without liability and legal exposure to the CONSULTANT. When each individual section of the WORK under this AGREEMENT is complete all of the above applicable data shall be delivered to the CITY. 8.0 Court Appearances. Conferences and Hearings Nothing in this contract shall obligate the 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 delivered when received by the CONSULTANT or its authorized representative. 10.0 Audit Rights The CITY reserves the right to audit the records of the CONSULTANT related to this AGREEMENT at any time during the execution of the WORK and for a period of one year after final payment is made. This provision is applicable only to projects that are on a time and cost basis. I 1.0 Subletting The CONSULTANT shall not sublet, assign, or transfer any WORK under this AGREEMENT without the prior written consent of the CITY. 12.0 Warranty The CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this contract and that he has not paid or agreed to pay any company or person other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage fee, gifts or any other considerations contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the CITY shall have the right to annul this contract without liability. Page 13 of32 Professional Service AGREEMENT Tpepe© 12-31-12 (Revised SK 4-3-13, GM 6-18-13) 13.0 Termination of AGREEMENT It is expressly understood and agreed that the CITY may terminate this AGREEEMENT without penalty by declining to Issue Notice to Proceed authorizing WORK. in which event the CITY'S sole obligation to the CONSULTANT shall be payment for the WORK previously authorized and performed in accordance with the provisions of this AGREEMENT. such payment to be determined on the basis of the WORK perfonned by the CONSULTANT up to the time of tennination. Upon tennination. 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 Dura'tion of AGREEMENT This AGREEMENT is for a time period of three (3) years, commencing upon approval and execution of AGREEMENT. This AGREEMENT shall remain in force until the actual completion of performance of a given project awarded to the CONSULTANT. or unless otherwise terminated by the CITY. 15.0 Renewal Option This AGREEMENT may be renewed, at the sole discretion of the CITY. for an additional period not to exceed a total contract period. including renewals. of one (I) year. 16.0 Default In the event either party fails to comply with the provisions of this AGREEMENT, the aggrieved party may declare the other party in default and notify him in writing. In such event, the CONSULTANT will only be compensated for any completed professional services. In the event partial payment has been made for such professional services not completed, the CONSULTANT shall return such sums to the CITY within ten (10) days after notice that said sums are due. In the event of any litigation between the parties arising out of orrelating in any way to this AGREEMENT or a breach thereof. each party shall bear its own costs and legal fees. 17.0 Insurance and Indemnification The CONSULTANT shall maintain during the term of this AGREEMENT the insurance as set forth in "Attachment A., Insurance and Indemnification" to this AGREEMENT. 18.0 AGREEMENT Not Exclusive Nothing in this AGREEMENT shall prevent the CITY from employing other CONSULTANTS to perform the same or similar services. 19.0 Codes. Ordinances and Laws The CONSULTANT agrees to abide and be governed by all duly promulgated and published municipal, County. state and federal codes, ordinances, rules, regulations and laws in effect at the time of design which have a direct bearing on the WORK involved on this project. The CONSULTANT is required to complete and sign all affidavits. including Public Entity Crimes Affidavit form (attached) pursuant to FS 287.133(3) (a), as required by the Request for Qualifications applicable to this AGREEMENT. Page 14 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 to the Operations, inclusive of sales tax if applicable. 21.0 Drug Free Workplace CONSULTANT shall comply with the Drug Free Workplace policy set forth in attachment # two which is made a part of this AGREEMENT by reference. 22.0 Independent Contractor CONSULTANT is an independent entity under this AGREEMENT and nothing herein 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 sole expense prior to executing the AGREEMENT. 25.0 Entirety of AGREEMENT This writing embodies the entire AGREEMENT and understanding between the parties hereto, and there .. are no other AGREEMENTs and understandings, oraLo(writt~n, 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 Jury 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 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 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. 3 1.0 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, nati-onaJ origin <:>r handicap. The CONSULTANT shall comply with· all "aspeCtS of the' Americans 'with Disabilities Act (ADA) during the performance of this contract. 33.0 Governing Laws This AGREEMENT and the performance of services hereunder will be governed by the laws of the State of Florida, with exclusive venue for the resolution of any dispute being a court of competent jurisdiction in Miami-Dade County, Florida. 34.0 Effective Date This AGREEMENT shall not become effective and binding until it has been executed by both parties hereto and the effective date shall be the date of its execution by the last party so executing it. 35.0 Third PartY Beneficiary It is specifically understood and agreed that no other person or entity shall be a third party beneficiary hereunder, and that none of provisions of this AGREEMENT shall be for the benefit of or be enforceable by anyone other than the parties hereto, and that only the parties hereto shall have any rights hereunder. Page 16 of 32 Professional Service AGREEMENT Tpepe©12-31-12 (ReVised SK 4-3-13, GM 6-18-13) 36.0 Further Assurances The parties hereto agree to execute any and all other and further documents as might be reasonably necessary in order to ratify, confirm, and effectuate the intent and purposes of the AGREEMENT. 37.0 Time of Essence Time is of the essence of this AGREEMENT. 38.0 Interpretation This AGREEMENT shall not be construed more strongly against either party hereto, regardless of who was more responsible for Its preparation. 39.0 Force Majeure Neither party hereto shall be in default of its failure to perform its obligations under this AGREEMENT if caused by acts of God, civil commotion, strikes, labor disputes, or governmental demands or requirements that could not be reasonably anticipated and the effects avoided or mitigated. Each party shall notify the other of any such occurrence. 40.0 Notices Whenever notice shall be reqUired or permitted herein, it shall be delivered by hand delivery, e-mail, facsimile transmission or certified mail, with return receipt requested and shall be deemed delivered on the date shown on the delivery confirmation or if by certified mail, the date on the return receipt or the date shown as the date same was refused or unclaimed. Notices shall be delivered to the following individuals or entities at the addresses (including e-mail) or facsimile transmission numbers set forth below:· To CITY: With copies by U.S. mail to: To CONSULTANT: City Manager, ______ _ ... 6130 Si:mset Dr. South Miami, FL 33143 Fax: _________ _ E-mail: ________ _ City Attorney, Thomas Pepe, Esquire 6130 Sunset Dr. South Miami, FL 33143 Fax: (305) 341-0584 E-mail: tpepe@southmiamifl.gov IN WITNESS WHEREOF, this AGREEMENT is accepted on the date first above written subject to the terms and conditions set forth herein. WITNESSES. ~1~~~ ~~.m' CONT~:~:: ~. Title: fyfLiJJC).. e AL . OWNER: CI OF SOUTH MIAMI Page 17 of 32 Professional Service AGREEMENT Tpepe© 12·31-12 (Revised SK 4·3· 13, GM 6· 18· 13) Signature: Signature: -'M~ar-:-ia---'-'M:-e-n-en-d-;-e-z--------Steven Alexander City Clerk City Manager Read and Approved as to Form Language, Legality and Execution Thomas F. Pepe, Esq. City Attorney Professional Service AGREEMENT Page 18 of 32 Tpepe© 12-31-12 (Revised SK 4-3-13, GM 6-18-13) Attachment A Insurance and Indemnification Page 19 of32 Professional Service AGREEMENT Tpepe© 12-31-12 (Revised SK 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 at its own expense during the life of the Contract, insurance of the types and in the minimum amounts stated below as will protect the proposing firm, from claims which may arise out of or result from the proposing firm's execution of a contract with the City of South Miami for Performance Based 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 whose 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 nature arising out of a negligent error, omission, or act of the CONSULTANT, its agents, representatives, employees, Sub-Contractor, or assigns, incident to ariSing out of or resulting from the performance of the CONSULTANT'S profeSSional services under this AG REEMENT. The CONSULTANT shall pay all claims and losses of any kind or nature whatsoever, in cQnnection 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 of the CONSULTANT, its agents, representatives, employees, Sub-Contractor, or assigns, incident to, arising out of or resulting from the performance of 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 out of 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 of the CONSULTANT, the CITY in no way assumes or shares responsibility or liability of the CONSULTANTS, Sub-Contractors, their agents or aSSigns. The CONSULTANT 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 claim 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 the service~ or work performed by the CONSULTANT its 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 for four years Insurance and Indemnification July 25, 2012 after completion of the construction and acceptance of any Project 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, contractual liability, severability of interest with cross liability provision, and personal injury and property damage liability with limits of $1,000,000 combined single limit per occurrence and $2,000,000 aggregate, including: a. Personal Injury: $1,000,000; b. Medical Insurance $25,000 per person; Page 20 of 32 Professional Service AGREEMENT Tpepe© 12-31-12 (Revised SK 4-3-13, GM 6-18-13) c. Property Damage: $500,000 each occurrence; , d. Automobile liability: $1 ;000,000 each accident/occurrence. C. Umbrella Commercial General Liability insurance on a Florida approved form with the same coverage as the primary insurance policy but in the amount of $1 ,000,000 per claim. The CITY must be named as additional "named" insured for all except Workers' Compensation, and reflect the indemnification and hold harmless provision contained herein. Policy must specify whether it is primary or excess/umbrella coverage. The CITY must receive 10 days advance written notice of any policy modification and 30 days advance written notice of cancellation, including cancellation for non-payment of premiums. All insurance must remain in full force and effect for the duration of the contract period with the CITY. The CONSULTANT must provide not only a "certified copy" of the Binder but also the Policy itself with the name, address and phone number of the agent and agency procuring the insurance. D. Workman's Compensation Insurance in compliance 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 policies are primary over any other collective insurance th<!,t the CITY may have. The CITY reserves the right at any time to request a copy of the required policies for review. All poliCies shall contain a "severability of interest" or "cross liability" clause without obligation for premium payment of the CITY. F. All of the above insurance required to be provided by the CONSULTANT is to be placed with BEST rated A-a (A-VIII) or better insurance companies, qualified to do 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 prior to the commencement of operations, which "Binders" or certificates shall clearly indicate that the CONSULT ANT has obtained insurance-in the type. amount. and classificaticin ". as required for strict compliance with this Section and that no reduction in limits by endorsement during the policy term, or cancellation of this insurance shall be effective without thirty (30) days prior written notice to the CITY. Compliance with the foregoing requirements shall not relieve the CONSULTANT of his liability and obligations under this Section or under any other portion of this AGREEMENT. CONSULTANT agrees to supply copies of certificates of insurance to the CITY verifying the above-mentioned insurance coverage. CONSULTANT agrees to list the CITY as an Additional Insured of the CONSULTANT's General liability insurance and shall provide the CITY quarterly reports concerning any and all claims. Page 21 of 32 Professional Service AGREEMENT T pepe© 12-3 1-12 (Revised SK 4-3-13. GM 6-18-13) Exhibit 2 "Affidavits and Forms" (Respondents must complete and submit with their proposal.) Page 22 of 32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13, GM 6-IS-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 23 of 32 Professional Service AGREEMENT T pepe© 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; ht () f .savin /clla~ i [print name of the public entity 1 !:Juju Cbvl cI e by __ ~ ____ ~~~ ________________________________________ __ [pri!Jl.io,dividual's nams;.,a~ title# ror __ ~~~OI=·~G~-~fb~· ~fL~~~t~~~ ____________ ~ ____________ _ [print name of entity submitting sworn statement1 . whose business address is 4 Cft7 5tD 1'14 ci· H' 33155 and (if applicable) its Federal Employer Identification Number (FEIN) is iJ.o. ~ 88,/·-4 f./ Li 5 (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement: /.J 1ft) 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 24 of32 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.] / Neither the enti~y 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 affiliat(;l of ~he entity bCl~ .beerl _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 OFTHE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE Page 25 of32 Professional Service AGREEMENT T pepe© 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. ':\ /JI\ .. ~u:).~£kz -r::;.\ ~ [signature] Sworn to and subscribed before me this 21 day of, 20-,-' ~"--_ ~Personally known or __ Produced identification (Type of identification) Notary Public· State of FLo IiU f)A My commission expires (Printed, typed or stamped commissioned name of notary public) M Acz,1 SolS:L.A C,.e;o N Cfi;. •'~~~"'. Notary Public St,te of Florida Marisela Condo , ,i My Commlssiol'l Ee 218143 :l)-o,f\.CI'"-Expires 07/24/2016 Page 26 of 32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13, GM 6-18-13) ATTACHMENT #2 "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 for the procurement of commodities or contractual services. a Bid received from a business that certifies 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 that the unlawful manufacture. distribution,dispensing, possession. or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations 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 counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under Bid a copy of the statement 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 contractual 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 than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or . rehabilitation program, if such is available in the employee's community, by any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this 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: DC/0 C2-G COlLi 1)6 6,627,13 Page 27 of 32 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 27 day of JUlA..-lL, ,2ofl, The undersigned, as CONSULTANT, declares that the only persons interested in this AGREEMENT are named herein; that no other person has any interest in this AGREEMENT; That this response is made without connection or arrangement with any other person; and that this response is in every respect fair and made in good faith, without collusion or fraud. The CONSULTANT agrees if this response/submission is accepted, to execute an appropriate CITY document for the purpose of establishing a formal contractual relationship between the CONSULTANT and the CITY, for the 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, are as follows: The CONSULTANT further certifies that this response/submission complies with section 4(c) of the Charter of the City of South Miami, Florida. That, to the best of its knowledge and belief, no commissioner, Mayor or other officer or employee of the CITY has an interest directly or indirectly in -·the p~ofits or emoluments of the co~trat:t, job, work-orservice to which the response/submission pertains. I (1 Signature: "" . uCXJl. ' Printed Name: Title: Telephone: Du, L-Ce Co~DE PiLt'uCi PAl- 3CX5'~ 740"-0'723 Company Name: __ So_" =-_I_-_M-c __ I>_,/_L4_' __ _ NOTARY PUBLIC: STATE OF fLop..1 t>~ COUNTY OF MIAMI -DADS Page 28 of 32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13, GM 6-18-13) ---rl~ The foregoing instrument was acknowledged before me this 21 day of -.1 \,AM...(,. .20 by 1)ul.,..tt. L-e'NDS: (name of person whose signature is being notarized) who is SEAL •AP-~y~. ~';... Notary Public Slate of Florida i'.. Marisela Conde ~ '-. po.l My Commission Ee 219143 '1or,..rr Expires 0712412016 Page 29 of 32 Professional Service AGREEMENT Tpepe© 12-31-12 (Revised SK 4-3-13. GM 6-18-13) ~Personally known or __ Personal identification Type of Identification Produced ~ Did take an oath, or Did Not take an oath. (Name of Notary Public: Print, Stamp or type as cor;nmissioned.) '-1li\ ~ ... -~ ~~"--' ~ ATTACHMENT #4 "ACKNOWLEDGEMENT AND CONFORMANCE WITH OSHA STANDARDS" TO THE CITY OF SOUTH MIAMI 50(-I L1....A /V k J We, I.-f.AI. I;~ :1 , (Name of Contractor), hereby acknowledge and agree that as CONSULTANT, as specified have the sole responsibility for compliance with all the reqUirements of the Federal Occupational Safety and Health Act of 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): to comply with such act or regulation. CONT~CT_OR " ~lJ..(J~. BY: __ D_U_L_C_(; t:,_":;:;_C_O_f.-)_D_E_ "1'>11 ' Na'Ae " 'n /1 I" r-ILI }...) CI /./1..,. '- Title Page 30 of 32 Professional Service AGREEMENT Tpepe©12-31-12 (Revised SK 4-3-13. GM 6-18-13) ~~~ Witness ATTACHMENT #5 "RELATED PARTY TRANSACTION VERIFICATION FORM" bC/?¢£; (]:Jt1...J/:xT, individually and on behalf of Sex.., -IJ-iw 1-1 ("Firm") {Name or Representative] [Company/Vendor/Entity] have read the City of South Miami (CITY)'s Code of Ethics, Section 8A-1 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 8A-I) with regard to the contract or business that I. and/or the Firm. am (are) about to perform for. or to transact with, the CITY. and 2. Neither I nor any employees, officers, directors of th~ 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 (Le., 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 and/or 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 and/or your Firm and the CITY .-other than the follOWing individuals whose interest inet forth follOWing their names: __ ~_'~/~f+ __________________________________________ (usea 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 and/or 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: v \. (,Ll.. _____ --=rv __ f,-=--_____ (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 31 of 32 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 the 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 to the additional sheet which must be signed under oath). Neither I nor any employees, officers, or directors of the Firm, nor any of their immediate family (i.e., as a spouse, son, daughter, parent, brother or Sister) is related by blood or marriage to: (i) any member of the City Commission; (ii) any CITY employee; or (iii) any member of any board or agency of the CITY other than as follows: ____ I.J_I;..;.ft~ _________ (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). 7. No other Firm, nor any officers or directors of that Other Firm or anyone who has a financial interest greater than 5% in that Other Firm, nor any member of those persons' immediate family (i.e., spouse, parents, children, brothers and sisters) nor any of my Immediate family members (hereinafter referred to as "Related Parties") has responded to a solicitation by the CITY in which I or the Firm that I represent or anyone who has a financial interest greater than 5% in the Firm, or any member of those persons' immediate family (Le. spouse, parents, children, brothers and sisters) ,h!ve also responded, other than the follOWing: l..J I rt , (use a separate sheet to supply additional information that will not fit on this line but make reference to the additional sheet which must be signed under oath). 8. I and the Firm agree that we are obligated to supplement this Verification Form and inform the CITY of any change in circumstances that would change our answers to this document. Specifically, after the opening of any responsest9 a solicitation, I and the Firm have an obligation to supplement this Verification Form with-the name ofa11-Related Parties who have also responded to the same solicitation and to disclose the relationship 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 supplement this Verification Form, may subject me or the Firm to immediate termination of any AGREEMENT with the CITY, and the imposition of the maximum fine and/or any penalties allowed by law. Additionally, violations may be considered by and subject to action by the Miami-Dade County Commission on 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 sitments mad~ hereinabove are true and correct to the best of ~y knowledge, information and belief. k. . i/ J '" / D . ./l,., Signature: ~~ Print Name & Title: Date: Du LCE COIlJ!.)5 /1:JILilJ(JiP4L (01:;2'7'/3 ATTACHED: Sec. 8A-1 -Conflict of interest and code of ethics ordinance. Page 32 of 32 Professional Service AGREEMENT Tpepe© 12-31-12 (Revised SK 4-3-13. GM 6-IS-13)