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HomeMy WebLinkAboutReso 2020-3110RESOLUTION NO. 2020 - A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, RATIFYING A NINTH AMENDMENT TO THE AGREEMENT WITH KCI TECHNOLOGIES, INC. FOR PROFESSIONAL SERVICES FOR THE FPL OVERHEAD TO UNDERGROUND CONVERSION PROJECT, ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Sunny Isles Beach has undertaken and completed a significant portion of undergrounding the overhead utilities with four (4) areas still remaining: Collins Avenue, Sunny Isles Boulevard, Center Island, and the Golden Shores Neighborhood; and WHEREAS, the City advertised and issued Request for Proposals (RFP) No. 12-04-05 for Utility Undergrounding Consultant Services to outline the scope of services to coordinate efforts towards completing undergrounding of utilities within these four remaining areas; and WHEREAS, on February 21, 2013 via Resolution No. 2013-2027, the City Commission entered into an Agreement with Keith and Schnars, P.A. for Utility Undergrounding Consultant Services for Phase 1 for the Collins Avenue corridor only including assessment, data collection, refined cost estimates and schedules, and coordination with various utilities and service providers within the project limits, including the investigation of the existing system in an effort to determine what additional improvements may be appropriate to include in the overall undergrounding project, in an amount not to exceed $54,680.00; and WHEREAS, on June 20, 2013 via Resolution No. 2013-2072, the City Commission entered into a First Amendment to the Agreement with Keith and Schnars, P.A. for utility undergrounding consultant services for Phase II to include Project Design and Permitting to prepare plans, incorporate FP&L design, identify easement requirements, coordinating with FDOT proposed lighting plan, define and coordinate design requirements of all utility providers and obtain permit approvals, in an amount not to exceed $220,350.00, bringing the total contract amount not to exceed $275,030.00; and WHEREAS, on December 19, 2013 via Resolution No. 2013-2172, the City Commission entered into a Second Amendment to the Agreement with Keith and Schnars, P.A. for utility undergrounding consultant services for Phase II expanded project limits beyond the Collins Avenue corridor to include research of existing utilities, plans preparation, incorporating FP&L design, identifying required easements, defining and coordinating design requirements of utility providers, in an amount not to exceed $127,470.00, bringing the total contract amount not to exceed $402,500.00; and WHEREAS, on April 16, 2015 via Resolution No. 2015-2402, the City Commission entered into the Third Amendment to the Agreement with Keith and Schnars, P.A. to provide said services in connection with Amendment No. 03 and Amendment No. 04, in a total amount not to exceed $403,320.00, bringing the total contract amount not to exceed $805,820.00; and WHEREAS, on February 18, 2016 via Resolution No. 2016-2527, the City Commission 82020 KCI Technologies 9th Amd to Undrgrd Agmt Page I of 3 entered into the Fourth Amendment to the Agreement with Keith and Schnars, P.A. for Amendment No. 7 that included the On -Collins Avenue and Off -Collins Avenue work which will be completed concurrently over a thirteen -month duration, in an amount not to exceed $298,700.00, bringing the total contract amount not to exceed to $1,104,520.00; and WHEREAS, on October 20, 2016 via Resolution No. 2016-2619, the City Commission entered into the Fifth Amendment to the Agreement with Keith and Schnars for Amendment No. 09 to provide additional design services for undergounding and conversion of the utilities at a part of Collins Avenue (17275 Collins Avenue to 17555 Collins Avenue), in an amount not to exceed $12,750.00, bringing the total contract amount not to exceed to $1,117,270.00; and WHEREAS, on or about December 2017, Keith and Schnars submitted an invoice for additional services, in an amount not to exceed $173,990.00, and requested a Sixth Amendment to the Agreement; however, said Sixth Amendment was not executed and the additional services were never performed; and WHEREAS, on April 30th, 2019, the City Manager executed a Seventh Amendment to the Agreement with Keith and Schnars, assigning the Agreement and all Amendments to KCI Technologies, Inc., as a result of their acquisition of Keith and Schnars, P.A.; and WHEREAS, on May 20th, 2020, the City Manager exercised his authority and executed an Eight Amendment to the Agreement with KCI Technologies, Inc. for roadway lighting foundation design services, in an amount not to exceed $6,100.00; and WHEREAS, on July 16th, 2020 via Resolution No. 2020-3080, the City Commission formally rescinded the Sixth Amendment, and ratified the Seventh and Eighth Amendments to the Agreement with KCI Technologies, Inc. for the FPL Overhead to Underground Conversion Project, in an amount not to exceed Six Thousand One Hundred Dollars ($6,100.00), bringing the total contract amount not to exceed $1,123,370.00; and WHEREAS, the Eighth Amendment incorrectly provides for a revised compensation amount that includes the now rescinded Sixth Amendment, for services never rendered; and WHEREAS, the City Commission wishes to ratify a Ninth Amendment to the Agreement with KCI Technologies, Inc. to accurately reflect the reduction in compensation as a result of the rescinded Sixth Amendment, and to clarify that the total contract amount shall not exceed One Million One Hundred Twenty -Three Thousand Three Hundred Seventy Dollars ($1,123,370.00), attached hereto as Exhibit "A". NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Ratification of Ninth Amendment. The City Commission hereby ratifies a Ninth Amendment to the Agreement with KCI Technologies, Inc. to accurately reflect the reduction in compensation as a result of the rescinded Sixth Amendment, and to clarify that the total contract amount shall not exceed One Million One Hundred Twenty -Three Thousand Three Hundred Seventy Dollars ($1,123,370.00), attached hereto as Exhibit "A". Section 2. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. 82020 KCI Technologies 9th Amd to Undrgrd Agmt Page 2 of 3 011 Section 3. T': L Effective Date. This Resolution will become effective upon adoption. PASSED AND ADOPTED this , CMC, City Clerk APPROD� S TO FORM XL UFFICIENCY: 7 Edward A. Dion, City Attorney 17th day of epte ber 2020. George H. Scholl, Mayor 6 + 6 Moved by&�f/$gyp /s ` econded by:6"/t�/V�IZ� Vote: �--o Mayor Scholl —4658`17' Yes) (No) Vice Mayor Svechin ✓ (Yes) (No) Commissioner Goldman L/ (Yes) (No) Commissioner Lama ]Yes) (No) Commissioner Viscarra ✓ (Yes) (No) 82020 KCI Technologies 9th Amd to Undrgrd Agmt Page 3 of 3 � SJN+IY IS�eJ' Ao , F City of Sunny Isles Beach n 18070 Collins Avenue Sunny Isles Beach, Florida 33160 K (305) 947.0606 City Hall er F�O4 aoy (305)949-3113 Fax r* or MEMORANDUM TO: The Honorable Mayor and City Commission VIA: Christopher J. Russo, City Manager FROM: Susan Simpson, Assistant City Manager DATE: 9/17/2020 Ninth Amendment to the Agreement with KCI RE: Technologies related to the Utility Undergrounding and Collins Avenue Streetlighting Projects RECOMMENDATION: This item is presented for your consideration. REASONS: KCI Technologies, Inc (formerly Keith and Schnars, P.A.) was contracted originally in February 2013 for Consultant Services for Phase I of the Collins Avenue Utility Undergrounding Project. KCI has continued to work on this project, adding scope through eight different amendments. In July 2020, Amendment 8 was ratified which added services and rescinded the 6th amendment that had previously added funds to the original agreement that should no longer be included in the total contract amount. Although the 6th amendment was rescinded and the resolution reflected the correct total contract amount, the corresponding agreement did not. This 9th amendment does not change the dollar value of anything previously approved. It only corrects the agreement to reflect the actual total contract amount that the Commission approved via resolution 2020-3080. FUNDING SOURCE: No funding needed for approval of this item. ATTACHMENTS: Description Resolution Ninth Amendment Item Number: 10.V. X75 Mi y NINTH AMENDMENT TO THE AGREEMENT BETWEEN + ;-! THE CITY OF SUNNY ISLES BEACH AND rr J+ KCI TECHNOLOGIES, INC. (Formerly KEITH & SCHNARS, P.A.) CONTRACT NO. 2019-5232-007 This Ninth Amendment to the Agreement between the CITY OF SUNNY ISLES BEACH ("C' 15' and KCI TECHNOLOGIES, INC. ("Consultant") executed this 2al day of 2020, is made a part of the original Agreement dated February 21, 2413, Contract No. 05232-1617 (the "Agreement''), as amended between the City and Consultant (Formerly Keith & Schnars, P.A.), whose Federal Identification 4 is 52-16043861. The City and Consultant hereby agree as follows: RECITALS WHEREAS, on February 21, 2013 via Resolution No. 2413- 2027, the City Commission entered into an Agreement with Keith and Schnars, P. A. for Utility Undergrounding Consultant Services for Phase 1 icor the Collins Avenue corridor only including assessment, data collection, refined cost estimates and schedules, and coordination with various utilities and service providers within the project limits, including the investigation of the existing system in an effort to determine what additional improvements may be appropriate to include in the overall undergrounding project, in an amount not to exceed Fifty Four Thousand Six Hundred Eighty Dollars ($54,650.00); and WHEREAS, on June 20, 2013 via resolution No. 2013 2072, the City Coininissiori entered into a First Amendment to the Agreement with Keith and Schnars, P. A, for utility undergrounding consultant services for Phase 11 to include Project Design and Permitting to prepare plans, incorporate FP& L design, identify easement requirements, coordinating with FDOT proposed lighting plan, define and coordinate design requirements of all utility providers- and rovidersand obtain permit approvals; in an amount not to exceed Two Hundred Twenty Thousand Three Hundred Fifty Dollars ($220,350.00), bringing the total contract amount not to exceed Two Hundred Seventy Five Thousand Thirty Dollars ($275,030,00); and WHEREAS, on December 19, 2013 via Resolution No. 2013- 2172, the City Commission entered into a Second. Amendment to the Agreement with Keith and Schnars, P.A. for utility undergrounding consultant services for Phase 11 expanded project limits beyond the Collins Avenue corridor to include research of existing utilities, plans preparation, incorporating FP& L design, identifying required easements, defining and coordinating design requirements of utility providers, in an amount not to exceed $127,470.00, bringing the total contract amount not to exceed Four Hundred Two Thousand Five Hundred Dollars ($402,500.00); and WHEREAS, on April 16, 2015 via Resolution No. 2015- 2402} the City Commission entered into the Third Amendment to the Agreement with Keith and Sclznars, P. A. to provide said services in connection with Amendment No. 03 and Amendment No. 04, in a total amount notto exceed Four Hundred Three Thousand Three Hundred Twenty Dollars ($403,320.00), }cringing the total contract amount not to exceed Eight. Hundred Five Thousand Eight Hundred Twenty Dollars ($805,820.00); and WHEREAS, on February 18, 2016 via Resolution No. 2016- 2527, the City Commission entered into the Fourth Amendment to the Agreement with Keith and Schnars, P. A. for Amendment No. 7 that included the On- Collins Avenue and Off -Collins Avenue work which will be completed concurrently over a thirteen- month duration, in an amount not to exceed Two Hundred Ninety -Eight. Thousand Seven Hundred Dollars ($295,200.170), bringing the total contract 2 amount not to exceed to One Million One Hundred Four Thousand hive Hundred Twenty Dollars ($1,104,520.00); and WHEREAS, on October 20, 2016 via Resolution No. 201.6- 2619, the City Commission entered into the Fifth Amendment to the Agreement with Keith and Schnars for Amendment No. 09 to provide additional design services for undergounding and conversion of the utilities at a port of Collins Avenue (17275 Collins Avenue to 17555 Collins Avenue), in an amount not to exceed Twelve Thousand Seven Hundred Fifty Dollars ($12,750.00), bringing the total contract amount not to exceed to One Million One Hundred Seventeen Thousand Two Hundred Seventy Dollars ($1;117,270.00); and WHEREAS, on or about. December 2017, Keith and Schnars submitted a proposal for additional services, in an amount not to exceed One Hundred Seventy -Three Thousand Nine Hundred Ninety Dollars ($173,990.00), and requested a Sixth Amendment to the Agreement; however, said Sixth Amendment was not executed and the additional services were never performed; and WHEREAS, on April 30th, 2019, the City Manager executed a Seventh Amendment to the Agreement with Keith and Schnars, assigning the Agreement and all Amendments to KCI Technologies, Inc., as a result of their acquisition of Keith and Schnars, P.A.; and WHEREAS, on May 20th, 2020, the City Manager exercised his authority and executed an Eighth Amendment to the Agreement with KCI Teclmologies, Inc. for roadway lighting foundation design. services, in an amount not to exceed Six Thousand One Hundred Dollars ($6,100.00); and WHEREAS, on July 19, 2020, via Resolution R2020-3080, the City Commission formally rescinded the Sixth Amendment, and ratified the Seventh and Eighth Amendments to the Agreement with KCI Technologies, Inc. for the FPL Overhead to Underground Conversion Pro=ject, in an amount not to exceed Six Thousand One Hundred Dollars ($6,100.00), bringing the total contract amount not to exceed One Million One Hundred Twenty -Three Thousand Three Hundred Seventy Dollars ($1,123,370.00); and WHEREAS, the Eighth Arendi-nent incorrectly provides for a revised compensation amount that includes the now rescinded Sixth Amendment, for services that were never performed; and WHEREAS, the parties wish to further amend the Agreement to accurately reflect the reduction of the compensation based upon the rescission of the proposed Sixth Amendment for services that were proposed but never performed. NOW THEREFORE, in consideration of the promises and the mutual covenants herein name, the parties agree as follows: 1. COMPENSATION. Effective upon executions of this Ninth Amendment, the Parties wish to amend Section 4 of the original Agreement ("Compensation") to an anmount not to exceed One Million One Hundred Twenty -Three Thousand Three Hundred Seventy Dollars ($1,123,370.00). There shall be no compensation for the services that were proposed in December 2017 and purported to be incorporated in the now rescinded Sixth Amendment. 2. OM'R.PROVISIOY .itMAIN IN EFFECT'. Except as specifically modified herein, all terms and conditions- of the: original .Agreement, as amended, between Elle parties, dated February 21, 2013, shall remain in full force and effect. 3. CONFLICTING PROVISIONS. The tends, statements, requirements, or provisions contained in this Ninth Amendment shall prevail and be given superior effect and priorityoverany conflicting or inconsistent terns, statements, requirements or provisions contained in any other docutnent or attachment, including but not limited to Attachments "A". IN WITNESS WHEREOF, the parties hereto have executed this document as of the date mentioned above. WIT. E KCI TECHNOLOGGIES, INC. Id Signator BY: _ A" loco & til— Jose(Joe) Gomez, FSE, GW6E1 Practice Leader Print Na ATTE. CITU' OF SUNNY ISLES BEACH BY., BY: Ma 'ido Be neur, 0Y1C, City Clerk Cies rEe H. Scholl, 4\4ayor 4V APPROVED AS TO FORM AND LEGAL SUFFiCI V Edward A, Dion, City Attorney V yai tiTx.y ii{ta AGREEMENT BETWEEN THE CITY OF SUNNY a ISLES REACH AN I EITH AND SC ARS, p.A. { ' CONTRACT N(Oy, C1213-004 004 i4w THIS AGREEMENT, entered into this 2.1 _ day of rc(._*• 2013, by and between the CITY of SUNNY ISLE 13EACH (hereinafter referred as'_ the ("City") and KEITH AND SMAII , P.A., a Florida corporation, authori2ed to do business in the State of Florida (hereinafter referred to as the (',Consultant,,), whose federal tax identification number is • l to -&0 147MREAS, the City is in deed of Utility 1. lrtdergrounding Consulting Services ("Services"); and W REAS, the Cite issued Request for Qualifeations No. 12-04-05 for Utility Undergrourtding Consultant Service; and `WHEREAS, Consultant submitted a response thereto and was pre -qualified by the City to perf6rm the Services; and WHEREAS, Consultant is willing and able to perform the Services on the terms and conditions set forth herein; and WHEREAS, the City desires to enter into this Agreement with Consultant to provide the Services in a total amount not to exceed Fifty -Four Thousand Sax Hundred and Eighty Dollars ($34,680.00), NOW THEREFORE, in consideration of the foregoing ,and for the mutual covenants, representations and w ties and otter good and valuable consideration, the receipt and adequacy of which is hereby acknowledged. the parties agree as follows: 1. 1ltECITAI . The ReciWs set forth alcove are hereby incorporated into this agftmen, and made a paw hereof for reference. 2. SERVICES. Consultant shall provide the Service as more particularly described in Attachment "A", which is attached hereto and incorporated herein by reference. 3. TERM. Subject to the provisions relating to the termination of this Agreement as set forth in Paragraph q hereunder, the trrnof this Agree stroll cprnteerce u}�orrthe issuance of a Notice to Proceed by the City Manager or his designee and shall terminate Capon the completion of Services. 4. S W_EN§A:[J12 ±l. As the entire compensation under this Agreement and during the term of this Agreearent, in whatever capacity rendered, the City Shall pay Consultant an amount not to exceed Fifty-four, Thousand Six hundred and Eighty Dollars ($54,680,00), for the performance of Phase I of the Services. Payment to Consultant for all charges and tasks under Page t Oro Attachment "A" this Agreement shall be in accordance with this Agreement and the schedule of charges reflected in Attachment "A" and under the following conditions, r a. Disbursers ts. There are no reimbursable expenses associated with this contram b. Eament Scl><edule. Invoices received from the Consultant pursuant to this Agreewnt will be reviewed by the initiating City Department. If services have been rendered in conformity with the Agreenient, the invoice will be sent to the Finance Department for payment, Invoices must reference the contract number assigned hereto, Invoices will be paid in accordance with the State of Florida Prompt Payment Act. Avaijabitill of Upo The City's performance and obligation to pay under this Agreement is contingent upon an annual appropriation for its FUrpose by the City Cornnriission. In the event the City Commission fails to appropriate Rinds for the particular purpose of this Agreement during any year of the term hereof, then this Agreement shall be terminated upon ten (10) clays written notice and the Consultant shall be compensated for the Services satisfactorily performed prior to the effective date of termination. d. IEisil Anvoi , In order for both parties herein to close their booms and records. the Consultant will clearly state "final__ invoice on the Consultant's fl _'nal/last billing to the City. This certifies that all services have been properly performed and all charges and costs have been invoiced to the City. Sind this account will thereupon be closed, any other additional charges, if not properly included on this final invoice, are waived by the Consultant. Consultant shall make no other charges to the City for supplios, labor, taxes, licenses, permits,. overhead or any other expenses or costs unless any such expense or cost is incurred by Consultant with the prior written approval of the City, If the City disputes any charges on the invoices, it may arae payment of die uncontested amounts and witllold payment on the contested amounts until they are resolved by agreement with Consultant, Consultant shalt not. pledge the City's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgmeirt, lien, or any form of indebtedness. The Consultant Bier warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the tems of this Agreement, 5.MUMN'DENT ONSMTANT`_ RELAT1()hiS11P. The Consultant is an independent Consultant and shall be treated as such for all purposes. s.. Nothing contained in this agreement or any action of the panics shall be construed to cOnslitute or to tender the Consultant an employee, partner, agent, shareholder, officer or in any other capacity other than as an independent contractor other than those obligations which have leen or shall have been undertaken by the City, Consultant shall be responsible for any and all of its own expenses in performing its duties as contemplated under this agreement. The City shall not be responsible for any expense incurred by the Consultant, The City shall have no duty to withhold any Federal income taxes or pay Social Security services and that such obligations shall bre that of the Consultant, other than those set forth in this agreement, Constaltarit shall furnish its ower Page 2 of 8 transportation, office and other supplies as it determines necessary in carrying out its duties under this agreement. 6. INSLILMC1 . Consultant shall, at its sole cost and expense. during the period of any work beim performed under this Agreement, procure and maintain tine following minimum insurance coverages to protect the City and Consultant against all loss, claims, damage and liabilities caused by Consultant, its agents, Consultants or employees, as more particularly set forth blow: (a) Comprehensive General liability insurance with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit for Bodily Injury Liability and property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: Premises and/or Operations. Independent Contractors. Broad Form Property Damage. Broad Form Contractual Coverage applicable to this specific Contract. including any hold Mamless and/or indemnification agreements. Personal Injury Coverage with Employee and Contractual Exclusions removed with minimum limits of coverage equal to those required for Bodily Injury Liability and Progeny Damage Liability. Errors and Omissions Liability The City of SuTMY Isles Beach is to be ruined as an additional insured with respect to liability arising out of operations performed for the City by car on behalf of Coats -1 mt or the acts or omissions of Consultant in connection with such operation. (b) Workers' Compensation insurain to apply for all employees in compliatnee with tttc Workers Compensation Law of the State of Florida acid all applicable federal laws. (c) Businwu Automobile Liability Insum-ce w with rntnimuFsi limits of One. Million Doll ($1,000,0 00.00) per occurrence combined single limit for Bodily Injury Liability and property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the BUSirtess Automobile Liability Policy, without restrictive endorsernents, as filed by the Insurance Services Office and must include: Owned vehicles Page 3 of 8 Hired and non -owned vehicles. Employers` non -ownership. Sue policies of insurance shall not diminish Consultant's indemnification obligations hereunder. The insurance police shall be issued by such company, in such forms and with such limits of liability and deductibles as are acceptable to the City and shall be endorsed to be primary over any insurance, which the City may maintain. Before any work under this Agreement is performed, and at any time upon request, Consultant shall furnish to the City certificates of insurance evidencing the minimum required coverage and appropriately endorsed for contractual liability with the City named as an additional insured. All policies shall contain a waiver of subrogation endorsement, All policies and certificates shall be in form, and issued by insurance companies acceptable to the City Manager or his designee. All insurance policies and certificates of insurance shalt provide thai the policies may non be canceled or altered without thirty (30) calendar day's prior written notice to the City Manager or his designee 7. OVVWNE HW OF lil+f]tCL14ZNT AND E!2L M1Eh''1'. All documents prepared by the Consultant pursuant to this agreement and related services to this agreement are intended and represented for the ownership of the City only, Any other use by Consultant or other parties nee& to be approved in writing by the City in order to be properly authorized. & LNME Nl[fa- t ATION, Consultant agreses to indemnify and hold harmless, the City, its officers, agents, employees from, and against any and all claim, actions, liabilities, losses and expenses including, but not limited to, attorney's fees for personal, economic or bodily injury. wrongful death, loss of or damage to property, at law or in equity, which may arise or mays be alleged to have risen from the negligent acts, errors, omissions or other wrongful conduct. of the Consultant, agents or outer personal entity acting under Consultant's control in connection with the Consultant's perforrrtattce of Services under this Agreement and to that extent the Consultant shall pay such claims and losses and shall pay all such costs and judgments which may issues from any lawsuit arising from such claims and losses and shall pay all costs and attorneys' fees expended by the City in defense of such claims and losses including. appeals, The parties agt-ee that ten percent (I D%) of the total compensation is a specific consideration from the City to the Consultant for this indemnity. 1. TERAMAT)lC1& A. If, through any cause within the reasonable control the Consultant shall fail to fulfill in a timely manner or other=wise violate any of the covenants, agreements or stipulations material to this agreement, the City shall have the right to terminate the services then retttakning to be. performed. Prior to the exercise of its option to terminate for muse, the City shall notify the Corr ultant of its violation of the particular terms of the agreement and ,grant Consultant ten (10) days to cure such default, if the default remains uncured after tett (10�) days the City may terminate this agreement (i.) In the event of termination, all finished and wi.-inished documents, data and other workproduct prepared by Consultant (and sub consultant(s)) shall be delivered to the City and the City shail compensate the Consultant for all services satisfactorily performed prior to the date of termination, as provided in paragraph 4 herein. Page 4 of 8 Notwithstanding the foregoing, the Consultant shall not be relieved of liability to the City for damages sustained by it by virtue of a breach of the agreement by Consultant and the City may reasonably withhold payments to Consultant for the purposes of set-off until such time as the exact amount of damages due the Cite from the Consultant is determined. B. Termingon for ConveniengS of Cift. The City may, for its convenience and without cause terminate the services then remaining to be performed at any time. by giving written notice which shall become effective ten (10) days following receipt by Consultant, The terms of paragraphs A(i) and (ii) above shall be applicable hereunder. C. Terminatir►n far Insolvency. The City also reserves the right to terminate the remaining Services to be performed in the event the Consultant is placed either in voluntary or involuntary bankruptcy or makes any assignment for the benefit of creditors. 10. NO ASSIGNNM I&JItANSM U CWTItACTI1V The Consultant shall not subcontract, assign or transfer any work, under this agreement without the prior written consent of the City. 11, tiYAMER OF RIGHT TQ MY TItlAL Each of the parties hereto hereby knowingly, voluntarily and intentionally, waives the right which any party may have to a jury trial in respect of any action, proceeding, litigation or counterclaim based hereon or arising out of, under, on or in connection with this agreement or .y course of conduct, course of dealing, statements (whether verbal or written) or actions of either of party. 12. ARBITRATION. It is the intention of the parties that whenever passible, if a dispute of controversy arises hereunder then such dispute or controversy shall be settled by arbitration in accordance with the procedures, rules and regulations of the Americom Arbitration Association, The decision rendered by the Arbitrator shall be final and binding upon the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction, Arbitration shall be held in Miami -Dade County, Florida. All costs of arbitration and attorneys` fees incurred by the parties shall be paid by the non -prevailing party or, if neither party prevails on the whole, each party shall be responsible for a portion of the costs of arbitration and their respective attorneys' fees as may be determined by the court an confirmation. 13. CO F_' ._ISE Vl `� )[A.L W -1_R _TIi, The Consultant shall not, either during the term of this Agreement or any time for a period of TEN (10) years subsequent to that date apart which the Consultant shad leave the employment of the City for any reason whatsoever, disclose to any pemon or entity, other than in the discharge of the duties of the Consultant under this Agreement, any information which the City designates in writing as "confidential," As a violation by the Consultant of the provisions of tiros Section could cause irreparable injury to the City and there is no adequate remedy at law for such violation, the City shall have the right, in addition to any other remedies available to it at low or in equity, to enjoin the Consultant in a court of equity foe violating such provisions. 14. N All notims and other corrimunit atiorns required or permitted to be given tinder this Agreement by either party to the other shall be in writing and shall be sent (except as otherwise provided herein) (i) by certified or registered snail, firs class postage prepaid, return receipt requested, (H) by guaranteed overnight delivery by a nationally recognized courier Page 5 of 8 service, or (iii) by facsimile with confirmation receipt (with a copy simultaneously sent by certified or registered mail, first class postage prepaid, return receipt requested or by overnight delivery by traditionally recognized courier service), addressed to such party as follows: If to the City: Christopher J, Russo With a copy to: City Manager Hans ottinot City of Sunny Isles Beach City Attorney 18070 Collins Avenue City of Sunny Isles Beach Fourth Floor 18070 Collins Ave. 4'' Floor Sunny Isles Bich, Florida 33160 Stmny Isles Beach, FI 33160 Tel: (305) 792-1701 Tel: {305) 792-1702 If to the Consultant: Tim J. mall, P.F. Vice President, Civil Engineering Keith and Schnam, P.A. 6510 N. Andrews Ave. Fart Lauderdale, Florida 33309 Tel: 954) 776 -MI6 15. GO R G LAW. This Agreement shall be govemed by and construed in accordance with the laws of the State of Florida, ib. AUDIT. The Consultant shall make available to the City or its representative all required financial records associated with the Agreement for a period of THREE (3) years. 17. NPI-DISCFtINUNATION' The Consultant agrees to comply with all local and state civil rights ordinances and with Title VI of the Civil Fights Act of 1984 as amended, Title VII of the Civil Rights Act of 1968 as amended, Title I of the Housing, and Community Development Act of 1.974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age DiscrimM—ation Act of 1975, Executive girder 11063, and with Execrative Order 11248 as amended by Executive Ciders 11375 and 12086. The Consultant will not discriminate against any employee or applicant for employment because of race, color, creed, religion, ancestry, national origin, sex, disability or oilier handicap, age, maritallfamili€tl status, or status with; regard to public assistatic.e, The Consultant will take affirmative action to insure that all employment practices are free from such, discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment. or recruitment advertising, layoff, termination; rates of pay or other forms of compensation, and selection for training, acluding apprenticeship. The Consultant agrees to past in conspicuous places, available to employees and applicants for amploymont, notices to be provided by the City setting forth the provisions of this non. discrimination clause. The Consultant agrees to comply with any Federal regulations, issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 708), whirl; prohibits discrimination against the handicapped in any Federally assisted program. 18. +COM IC T QF_XNTE The Consultant agrees to adhere to acid be governed by the Mini. -Dade County Conflict of Interest Ordinance Section 2-11.1, as amended; and by the City of ,Sunny Isles Beach Ordinance No. 99-82, which are incorporated by reference herein as if Page 6 of fully set forth herein, in Connection with the Agreement conditions hereunder. The Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirectly which should conflict in any manner or degree with the performance of the services. The Consultant further covenants that in the perfbmance of this agreement, no person having any Such interest shall knowingly be employed by the Consultant. No member of, or delegate to the Congress of the United Mates shall be admitted to any share or part of this agreement or to any benefits arising therefrom. R CONFLICTING MBSI 1 . The terms and conditions in this Agreement supersede any other conflicting provisions that are contained in any other document, including but not limited to any attachments hereto. 20. EN'rIRE &C&REE11 EM. This Agreement contains the entire agreement of the parties and may be amended, waived, changed, modified., extended or rescinded only by a writing signed by the party against whom any such amendment, waiver, change, modification, extension and/or rescission is sought. (reraainder of page intentionally left blaxk] Page 7 of 8 LN' WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate on the day and year first written above, AnrEST .,B t a Jane A. 11iri-", CMC, City Clerk KErM AND SCARS, P.& BY: _ Vice President Signa and Title E'ITY OF SUNNY ISLES REACH By N -rrnan S. E&lcup, Mayor APPROVED AS TO FORM AND B Past 8of8 m� KEITH and SCHNARS, P.A. LENGIN RS, PLANNERS, SURVEYOR .� Navember 28,2012 (Rexed Fibruaty 5, 2013) Cly of Sunny Isin Bach Aft fair. Christopher Russo, City tanager 18070 6IVns Avenue Sunny isles Beach, -FL 33160 RE: Agrobinerd for Professional Servim Pri*�t ice: City Why Un -agrdu4ing Constgng Pr*4 l.oc Acn; SSurmy Islas Beach, FL Kegh and Schnam Pro oW No. PSMMK bear Mr. Russo: ATTACHMENT n�rr In aecardderce with your request and subsequent discussions between members of our association and *ii6if and staff, this agreement between Keh and Schnars, P.A. CCCtNSLILTANT`), imd City of Sunny Islets Be�Lch ('CUENT or 'CITY] for professional serV* mei is subrrWed for your +consideration and .pproyul. NSULTANT shall begirt work within tort (10) days after reoelpt of a fulty executed �- V at this A�reerrtent. PURPOSE OF AGREEMENTIPROJECTD CRIPTION The purg a of this Agreement is to outlifis the =90 of SeMm mooMrnended by 0ONSULTANT and a=pted by CLIEW and to establish the cd tractual conditions between CONSULTANT and CLIENTvritfi respect to thb prdposbd services. 1.0 IMODEiL'` ON The CITY has trrtdertAen and completed a significant portion of undergro ending bvf their Overread trinities. What rerna� can be grouped into four areas; 1) Cotlins Avenue, 2) tinny Isles 4 an )3ea Boulevard, 3) renter Islam, And 4) Callon Shbres neighborhood, Seca -use of a pending FOOT g, R? #or Wri and Relabili atlon (FRR) OpiectartWpated it staii in dune 2015, uridea iourtib�inr Vain Cols Av rtue fins to cit preoed0fte over the other areas. The CITY has the opoft, Y Bari ae roc benefit as wall as avald a of acld*nal clsru0oh to fes de tts if the undergron ft of Unities. can be done in c junction xv 1 iti��FOOT SRR pro)eeL Doing so requires that tho Meted design be submitted to FDOT dnrsil in advanee of prdjd&, comirbencWet t. Because. ft prppsi t is heWiiy.dependant upon the responsiveness of outside agencies,, wi#i tang Lad tirrlq�' qnd requisr. agreeRen,is (!.e,, FP&Q, it is 6666ssaty to start the proofs inmedfat*y to gain the benewtfs of comirtingwith W 1"1RFtpr6ject. 6500 North Andrews Avenue • Ft. Laudardalo, Florida 3330 2132 (954) 776=1616 i (800) 408-1255 is Fax (964) 771-7660 wnrw.keithandschnars.00m 10 PROJECT OBJECTIVES CLIENT has requested CONSULTANrs services to coordinate efforts towards completing undergroundirrg of ulilities Wthin the four areas identified above, Transmission lanes excluded. tlndergrounding of tltlities is a Owed process; the scope for each phase is def=ined by its predecessor. For that reason, althoughthe intent k to provide a complete soopa of services, individual tasks WWI be accomplishe-d through a series af• work authorizations under a general services agreement A typical approach towards undergrounding of utilifies can be liken into three phases, 1) Assessment, pj Design and Permitting, and 3) Biddirg/Cori traction. The CITY anticipates funding to be established through their CIP; therefore funding mechanisms are not addressed within this proposal. The follawuig outlines the process to take projects from concept to oornpladon and provides a roadmap of servfoes #o he performed. Phm I- Assessment: tap 1. Chent Medti : As with any other project, the first step is to meet with theClient and eft blish giehdd pardmeters for the project. General criteria is established such as iderrtr�yu' °,g the limits of the project; identify Client expectationsldesires, identify .stakeholders (those with direct influence or interest in th'e project), and reviewing the pr sslrequirements .for underground'mg. Initial discussions will include prefuninary schedule, critical tirneliiies; funding 'sdujce, and any other issue with potential impact to the project Step 2..Mbeting v fih FP&L and tidlities, Typically FP&L is ft lead in undergr€lunding semi . Although there is no collaboration betwden them, the otherutilities will generally follow the le cions of FP&L as relates to undergrqunding. Underground ng is usually handled through one specti"ro depaftent wimin ,FP&L, WN ere transmission lines are included Tvithin the project, pthpr depafnents get puffed into the pass and the degree of epprdvals increases.Ii+ftings with each ofthutilities are critical to understanding their specific concerns and requirements f6r #pMval and`rnoving the project forward, step S. is#in Ccmidigdhs. Information in the form of atlases, 'ghWf-way raps, siarkrey; plat, end as>buills art used to create a base lite of information ?or theurlde�roundM rcrd r. c ompfied, information Is analyzqd for silfficiency. Delrc tit informatics is further analyzed to det8rmine Aute ne.m* for project. Where determined necessary, but unavailable, additional information shall he obtained, The end result is the creatian of a base -file -,epicffn - existing oDrldittorts used for the purpose of designs. >, PrQpe�fi Pl�rrm: �!�►Y r�tdet�r�ur�#�� �riirag {' PfojW Location. Srmny Lass Ngth, FL. KEt ITU aurid S C, HP4ARS- ; P. A. K&S P ! NO.' FMAit: `�` � mveitiEa$s, Pr-4uvivERs, sugv4Yohs HAed ��ru�fy 6,;2013 Page 2 Phase 2 sign and Parmittirg Step A, 09L Tariff A#rnaaent: FP&L has a program in place for municipal underprounding projects. Under the conditions of the program the CITY would enter into an agreement with FM The agr"men# would require a non-refundable depaslt to FP&L for design services resulting in the following; * ft5°!. design with sufficient detail for permit submittal (FP&L services only). A firm cost for installation (assumes turn -key project from FP&Q, * An outline for credit and conditions (up to 25% credit available!), 180 -day window for acceptance (extensions likely but with potential for additional cost). Obviously the ability of FP&L to respond will depend upon the complexity of the request, but the general response tante for design projects is 16 weeks upon receipt of 10'/o design deposit, It is important to note that FP&L deign will only address FIS&L seMce , flans 01 need to be coordinated with Aar ulfts to further define project requirements, p 5. Utility Coordination; Once complete, the F'P&L design requires c000rdhation with other utl�it & Rolle -line agreements need to be severed and new Mement ardor right-of-way agreement.$ prepared, Street Lightiig needs to be designed to replace the Cobra -heads removed with existing power poles. General eootdinatian with ekSting utilities needs to include location of traffic sW&-anon boxes, pull boxes, transformers, switchgear, and wat6dsewer services. Sefte connections across private properties 060 to be addressed. As a condition of the Tarifa Agreetrient, FP&L vat# obligate the U Y tb see that ssrvi connections are made within the agreed upon titheframs, With the elimination of csvemead poles, private serNices and transformers will be dropped. OisaussioAs new to include potential ph sin ,bf Work.as reiated to aha spegific u#ifl#y; #t may be that a c oiimponaht that defines the phase fr- 4s for one utility does haat coincide wfth component defining phasing for anatiier. Stdo 6. I ire Cghi ftotfon Documents, Once all of the design issues and require ri$nts have been idehfifid; cpn' st*rMc ion documents coordinating and addfa&g utility roncems •are prepar®d. mase plans are used for circulatir r aif brig &talteholders for conflrrma'Ion of hnprovemehts and strbrMlt I td appropriate ber�i�ait-agencies. Final Plans vel Coe used in bid.dements. At this stage, in addition to firm e4irrr ies from &L, an estimated cost of other utility relocation will be compared against the projgct budget. -ti6nar dery A�re�ti Piolen Flame: U(My UndolOMMO 19 consultmq F PrOlecit L=fin: Sunny isles Ban - Ft: ITT and - A P}-, M Pmpsal No-, P5UB,t R ENGINEERS, PL4NN2R$, 44AYORSReViOd February §, 2013 Rage 3 Phase 3 — Biddinal(:onstructi on: Step P. Sidding; The agreement with FPR A result in a binding estimate as a tum•kay project for FP&L improverrients only; for a 00mmplete sc,. of services, fhe CITY will laid thee Col siruction Documents as submitted for permit. Upon selection of Contractor dernon t frog oedificat on from FP&L, the tariff will re0tra moftation to account for the din ifthed services provided by ''L. Step & Construction: The key to a successful conatfticticrnn ,prone is arirerertce to schedule wkhoulcaoss tt inooreases and rnfribal disruplion to the public. Public involvement, although a neo esSally cornpohent throughout the pracess, will be critical during the construction phase to provide public awareness and addressing ccrcernslquaslion& Dep -eliding upon the type and extant of improvement, certification for compknce wilt permits may be required. if desired, CITY could elect to have a full time project representative asserted vAth the projects to act as a liaison between the CITY and pgblic or handle through ". Finally, upon completion, tis buts are collectiod, reviewed and distr uted, parniiis and contracts are closed W, fonds and feral payments released. 3.0 SCOPE CF SERVICES Services to be provided by CONSULTANT under this initial Work Autholzation small pertain to Project AWSSmetit (PhEise j) only as (elated to approximately 2.2 roles of Collins Avenue_ In addaion to Undergrounding, -gON�UL-TAW sha l fpyv sfigpte lie ongoing matftinctibn of strae%hts alqpg Collins Avenin v+itta t the Intent of identify the press through which a solution can be implemented in conjunction .with Undergtounding efforts. Tasks for subsequent .phases will be defined under separate work ai i t ®ri; Services for this work adthorWon shall include the follo6ving. P TASK 1— Prepare Pre[rrriinaty Cost Estimate Sur $k 13 — used upon Vickoff riWefing +;fth the CITY, CONSULTANT shall compile budgetaiy cast estimates for the cornplete prgj�ct. Further, with the lel+el cif input available arum hie fcf�Alified ufif�ies, CONSULTANT- win prepare a prelimkwy s�iedule 61 the project fdr use in assis#int� �$ CITY in updating of.ihe bap tel mptciv rhent Flan (CIP). CLIENT understands that at.ttriis age, #h� priSj� extriFmely,canceptial with miniriial input pruuided by FP&L or other U'tfies. Bridget esiiaiates are to be leased uppri cdanpral assumptions validated where possible by FP&L and tltiGty providers. tirnates will identity general assumPtift and qualifications. Subtdsk 1.2 — Attend one Staff and one, Commission meeting to introditce the project, prcc , budget, and sohadcile via PovrerPoint preeentat cih. PtOf_�Smicesrv.mi�nt Pr6 1 WiM., tJF4 +raga muf4to Cofflulmig Pro1m L&It6: t6y tiles efi, FL i evt� PWrvarY 5, 2013 `P W4 TASK 2 — Meetings 1 Courdinaflon with rP&L and Utilities Subtask 2.1 — Through ser�*s of meetings, five (5) anticipated, CONSULTANT to introduce project tQ FP&L and identify project as defined by CLIENT. The purpose of meetings will be to determine project details, incimling 0ASI ng and proposed utility locations, seMee connections, easements, service -requirements, finefines, phasing, limitations, tariff, responsibiftles (FP&L, CITY, and CONSULTANT preliminary osis, and other information needed to move the projects forward, Sybtask 2.2 Subsequent to meeting with FP&try CONSULTANT to meet with other utilities to intrpdu'ee project and identify pro eci details, including existing and proposed utility locaftis, servfc_e 00nnOcti0ris, easements, service requirements, timelines, phasing, limitations, psrmit procedures, preliminary its, pole/line agreements, relocation and other information needed to move the projecis forvrarad. CONStll.`i'ANT assumes up to three (3) meetings to addfess phone, cele, water and sanitary issues. Subtask V — Subsequent to meeting with FP&L, CONSULTANT shalt meet wfth FOOT to introduce project and identify requirements and restriction as well as exfsling infrastructure. In addition, CONSULTANT shall discuss requirements to combine project with the FDOTs planned RRR project Discmioris snail b8 Incorporated into design considerations and discussion with utilities, Sub -task 2,4 — In providing the above services, CONSULTANT .shall attend periodic meetings with COE;fi to proiAde review and update of findings. The frequency of meetings will be as determined by CUE- N- and predicated by progress and rues that arise. Services for this task to be billed on -a T&►ut b is With approval frown CLIENT. For the purpose of t us prop&4, CONSULTANT estimate of effect assumes an average of 3 hour's per week over a petiod of 12 Mks to be spent on meetings and coof6mation with CLIENT. Sub k,2_ -S s Sepatta but related to undergrounding of u6i ties, CONSULTANT sMJ explore issue of lighting prpblems curierI4 pxperfenpecl Wn CoIlins Avenue; Previous aorrespondOnce between Iffy ciu ,ty, 1, and FOOT ttigg t the f xture6'have outlived their design 11re dltih In mcrepse-d rnalntena rce.and outages: Ownership of the fixtures belongs with FOOT ()W_ 'ct VI, A more cbndlizive se r-neht of the system is required to identity deficiencies by d severity. This" is to provide an elementary ar essment of condition from field pbs$nrtt oris and rs dily sivaifabfs information wM the intaht of suggeeiing improvements to be incprporated Into undergrpuhd-mg de 0 Se t for this to rk to he i tiled on a T&M h sis Wth approval from CLIENT. For the purposo of thus prnposal, 'CQ1dSULTANT estimate of effort assumes lip to 10 hours be spent on meetings and coordination. �anar"Serves Aginenl -, Pr��t� iV�rrt�� Ul�y Un�+�t�G4�d�rtg suiii� Prole.1 t-oCA= Smy IsM BgactL til. EI a P d SONAR -8t �?, s P11DO al N0.: P6998.14K &GINkER S, PLANNEW, iUWVi`M bfiS Peed hbruary 5, 2013 Pap 5 TASK 3 - Exisfing Conditions Subtask 3,1- COMULTANt sell research existing atlases, right -4t -way maps, survey, pW, and as- builts to assess completeness. Once compiled, information will be analyzed to determine R sufficient to create a base file for design within the cor. Deficient information will be furiher analyzed to d6#0bina if absolutety necessary for a =plete design. Where determined necessary but unavailabte, a separate scope of servicas will be provided to obtain additional information. The purpose of this task is to gather information necessary to create an electronic base -file depitcting existing condition* to be Used fou design. Sulk 3.2 - Upon gathering existing condilicns inkmmfion and estab.1M- ing criteria for proposed design (Sublasks 2.1, 2.2 aid 2.3), cast estimates and schedule assumptions can tie further refined. CONSULTANT shall re -assess costs estimates and schedule assumptions provided rdthin Subtask 1.1. CONSULTAM estimate Shall be -preliminary in nature. and dependent upon ft accuracy and bnpr$hatsivmof avitableihfarmaticn. Me: The atapve 3ewbas do nuf Mdu&- md&rqwxffnq of overhead Tnmsmission lanes. By ttir nates, igrwMV of TrawreWon Lines MwAre more e rifer W i.-�sues and ere imndied within a separate /on F'&L To amdmW*gpwassidn 03 underY0MfMg efforts, Tranmwlon Los twO rrot be addre ed within the dos-, 6cem bfsinwcq . MFORMA7I0N PROVIDE BY CUENT: • AerW exhibit of existing pole locattons in CAD format. a Any avakiNe Atlas anclor as -built ifionation for existing infrastructure: PAYMOff SCHEDULE TAS _ I DESCA TION — - PAYMENTTYP9 PAYMEM AMOUNT Sink 1.1 l�dgat 4fiir td rLum-sum $ 62W.00 S Sic i I P jEd Present n Lamp gum S 2;1 0.00 u.1 trfig.'s Yiq FP&L T&M ! $ 7,610.00 Sok I '{&g.'s w1 utims I $ 3,710.00 �k2.3 �1t�?sVFDOT $ ,1ai0.0@ 'MNsk2A 1'Mws-w000�� (MY) T&Nil _ $ S1 kbtsk2,5 Ixp&Lightii' '[ssu TO $7,100.00 BA"U.1 Mth Mufti lnto*1ADh Lump Sum ! $10,670.00 at rt2sts3 KA' 'nary Oost Rilaiate Lump Stun $1,42o.00 Pent�el Services ��e�e�errt Proler cane: U* Undargmujrdaiq risdtlrig Prcjecl Cecaaft: Sunny Islas Bei, FL ice` i HEITH ft r;dcT ARS' RA. K&S ProposalNo-P5098.r _ = ENGINEERS, PLANNERS, ;}URVEYOP$ FtevisW February 5, 2013 Page 6 4.0 Abbmom s€ WES The underMing by CbNSULTANT to perforin professional servicw defined Wthlri this Agreernent extends only to those services specifically described herein. If requested by the CLIENT and agreed to by CONSULTANT, CONSULTANT agrees to perlohti additional services hereun+der. CLIENT shall be 6bligated tdpay CONSULTANT.for the perforrriahcb 0 such addition -i cervices ah timouht (in addition to all other amounts payable under this Agreernant) based on an hourly fee in accordance with CON•SULTAI� $ current professional fee schedule, plus reimbursable 'expenses asincurred by CONSULTANT, unhase a lump sum addendum to this Agreement is executed by the parties to this Agreament which addresses thb additional services. Additional servi Wshjll inciude revisions to work previously perlormed that are reyuhbd due to a, Mange in the data or criteria furnished to OONSULTANT, a change in the scope or concept of tho project initiated by CLIENT, or services ftt are required by manges in the requirements of pu0c agencies after work under this Agreement has oommenced. It the PMt* 9 Scope of services includees public agencyperms -ttin- our quoted feeslhours include services to respond to the agenoys first RAI (Request for Addiflonai Information). Additional agency requests or fequireMents shall be considered an increase to our supe of services: Ill. COMPENSATION A. Fees: We esft& our. fees for Seoiion 1.0 Scope of Enrglriieedng SeNices to be. ToWLump Sutn'Fees (1. 1, 1.P, 3J.& 32) ...... .:........................................ 7,110,00 Totat Tune ansa Mfitorials Files (2. t, 2.2, 2.3, 2.4 & 2.5) Tdtal4ifimt tin C 6uf ct....................................................................... In tf iii event of any dispute oonqeming the. accuracy of•co tent of any invoice, CLIENT will with n seven (7) days Fran the pato bf sold ItiVoicr, nQtq CONSULTANT in- uriritirig Maitgrig the exact nature anj rnouhi of ttie dl of e, -Any in"ice that is not queeJo led irr'it in coven (7) Ays shall be iddjrried dud and payable. In the, evant.W rnvoroe or pudion.of an invoal" is disputed wittiin seven'(1) days, CiUW i;�ail oo oblig tedid> zy ff unidisputed poMdn 6f the W,5 -fee ds sem forth in below, If QUEl� -falls to Make any payment due -to CON ULTANT for kerrviice� anq expanses within forty-five (4) dais frpin the i�te of invige; the arriciint stated in the ihvolce shall t�gnccru iriterk at'tha riie mum legal rate, Further, 6614St!lmTANi may then apply the retalnpr to the un,pald'balan of the a uhl andlor sQ pbpd s rvrce§ - d�r-tl7is Agreement uh it the cunt has been paid In full. There mill bo a fee charged JQr pusperidpd WA, yvnich vrill be nggoilated when work Is resumed 'and eny 50011ad `retalnar rr` last thW-, bb reinstited to its pteftus amount. Prcl�nel s�e� Agr�'ametit k, pry ecl Pte: u(mly'Lind-egounding 0-vnstong Orojedi Lccaft $66Y. WO Beair ch, F - A. 1,� kNOIN68 , kAhNift, Sok Y6R$ R9uis Pebru r+ s, tit- 'ate 7 In the event any irivoice or any portion thereof remains unpaid for mote than sixty (60) days following the invoice date, CONSULTANT may, following seven (7) days prior men notice to CLIENT, inmate legal proceedings to collect the same and recover, in addition to all amounts due and payable, including acetued intarest, its roasonable attomeys' Fees and costs. The invoices referenced above, will be sent in amrdanc a to the info`rrnation as reflected on the Billing Information Form attached hereto. IV. PROVISIONS AtLATIVE TO THE SERVICES RENDERED A. Re -use of Documents: Alf original documents, Including, but not limited to, drawings, sketches, speciflcatiotis, maps, as-bui#t draiwirigs, reports; test reports, ate., that result from CONSULTANTS services ptrrsu4rrt or under ft Agreement remain the sole proparty of CONSULTANT and are not intended or resented to be suitable for reuse by CLIENT or other. CLIENT may, at their expense, obtain a set of repMducible copies of any maps and/or drawings prepared for thann by CONSULTANT, in consideration 61 vrhidh CLIENT aOeo 014.1 no additions, deletions, changes or revisions shall be made to same without thii OW'M wri n oonsent of the CO- NWLTANT. Any reuse without wf tten veri#'mtion of adaptation by OONSULTANT mandates that CLIENT indsmn'rfy and hold CONSULTANT harmless from afttarns, damages; losses and expenses, including, but not Wiled to, attorney's fees, arisings out of or resulting there from. Photographs of any completed protect embodying the servces of CONSULTANT provided hereunder racy be made by CONSULTANT and shall be conWered as its property, and may be used fur publicatiorf. S. I'Mo r nce: CONSULTANT shall not be Considered in default in performance of its obligations hereunder H perfofmance of slick ot�gatiD' hs is prevented or delayed by acts of God or-govemmant labor disputes, #ailute or delay of trarpor#atian, subcontractors, nr apy other SIim iW cause o; caws beyond the tea=" 66ntr0l of NSULTANT. Tune of performance of WN8U `TANr' S c'bligatiori hereunder shag to extended by tirrie period teasonabiy ne fry to overcome the 6tiecls of succi Jo ace mayeue occurrences. C: Professional Standards: All work performed by CONSULTANT still be to a rclance with its pr�fass' nal standards and in at or artce with applicable government rqufailons. CONWLTAhI`f dhall endeavor to obtain 'alt governinental approves contemplated under this Agreement. I` ov-ever, gQNS lLTANTi does not ward# or represent that any government approval will be obtained. Pre nal &nim Agrmneant PrqWl Name: UtfrtjYndKgmwK4 rwWjtg r . Prot, -t t ocatk 9lirtrijr Isfs Bartp, FL A ITH And CIWA ,-P.e�. ruts r'rc r No.: P' .MK X NO &GINE�S, PLAM- MEr JRS, S��l�"Il�Y�R� �ti o`el rva(} 5, 2013 9 f finless the Soopa of Services of this Agreement includes an investigation into the appkable land use; zoning and Platting requirements for the Project, I ;C SULTANT shall proceed on the assumption that the Project as presented by CLIENT, is in aaordae wh applicable gaverndlen#a3 relations. D. Opinions of Cost Since CONSULTANT does not have control over the cost of labor, materiels, equipment or services frrmmishsd by others or their methods of determining pries, competitive bidding, market conditions, any and aq opinions as to costs rendered hereunder, inducing, but not limited to, opinions as to the costs of construction and materials, shall be made solely on the basis of its experience and qualifications and represent only a rough estimate bused upon its €amitiauity with the coiistruction industry. CONSULT -ANT canna and does not guarantee that proposals; bids or actual costs will not vary from opirrloris of probable cost. ff WENT wishes greater assurance as to the amount of any oast, CLIENT will employ an independent coat estimator to make such doterrriination. Engineering services required to bring rests v in any limitation astablishad by CLIENT YAl be paid for as additonal services he?eunder by CLIENT. If the services under this Agreement continue for a period of mom ton one (t) year from the notice to proceed, CONSULTANT shit but ihtitled to renegotiate an irtcrea§e in its fee relative to this 4gr menL -CONSULTANT sh-an not be bound under this- Agreement if modifications to & terms contained €ierein are rbade without the written consent of COWSULTANT (such consent to be signified by �N�t:6i=Ti4fV` S trill&ls next to each moth ication, and ff a linty Executed copy hereof is -not We.!vecl -frofn CLIENT by CONSULTANT" on or Wfore sixty (60) calandar days from the date of execution by CONSULTANT. E. Termihati6h. In event of a maters failure by ifs other party to perform in accordance with the terrris of this AgT.r I diit, this A�rer:rrtbnt may be terminated by provirtirig the breaching party written notice which shall cl arly P.t,forth the material breach and provide five (5) businesb days to cane. For the purpose of this Apirherit, 0.6 faifure to pay any invoice sut�rnged by C�1NSULTANT within sixty (60) days of Ifs +date of said invbice shall be 6rAsid6tec a mateiidl brdach on behalf of CLIENT. In the event of any, temina4gnn, WNSLI.LTANT.shall -fie paid for all services rendered to the date of teftinatlon including off MirnbV&ble expo`=.visas. CLIENT may terminate this Agreement for convenience upon fine (5) bushess'day rivficua to CONSULTANT, p6ftent ter riff setons rbndered to tfre date of lermiriafion arxd f=ifteen (15) -pemfqerO of CONSULTANT s remaining fee. E. Lf&14: CONSULTANT iws protected by Worm's 'Compbrisa#ion Insumhoe, Professional Liafiiit + Irtsuranee and by'Publfc 1.04ft Insu' nce for bodily injury and Property carriage arra wtil furnish cerlf blas of tiisurance iipon request, CONSULTANT agrees to hold CLIENT harmless from loss, -damage, irijury or fiabjity arising solely from tiie nogligent am or omission of CONSULI`ANT, its erhployees, agents, PmfaWorha9 ServiDes Agfes ani 'project dams: IJt1W UndeTgmun Un6 g prcjFl Locellon, sumwf teles eeach, rt .M KITH :end S MMAL RS, F A., K&S PrOPmt Na_'P__WWMK MOiNEERS, PUNMERS, SURVEYORS 5, 2013 sub -contractors and their employees nand agents, but only to ft extent that the same is actualip` covered and pafd under sate foregoing policies of insurance, If CLIENT-rquires increased insurance coverage, CONSULTANT will, it spackAliy directed by CLIENT, secure additional i"nsrarance obtaihe� at CLIDM5 expense. CLIENT ggrees OONSULTAM aggregate 0abilityy to CLIENT a(w All cdnstructidn and protessioiMl contractors and �&contr�ctors �ernplloybd d'irectiy or indirectly by WENT on the Prot, due to Ar arising from .CONSULTANT'S seivioeL under this Agreerhent or because of the relation herdby of CONSULTANT, its agents, employees or subcontract , or dtherw&, is and shag be limited to CONSULTAN'T'S total fees under this Agreement or $50,Qtig.l Q wftichever -is Oraater. In no event shall CoNOL-TANTie Viable for any indirect, specW or consequeeitiai loss -or damage arising out of the servioes hereunder including, but not limited to, loss of use, loss of profit, or business inteauption -wh ebw caused by the neofigence of CONSULTANT or othervv�e. CLIENT agrees that CONSULTANT shall. have no liability to CLIENT, or to any person or entity errrptoyed Klirec#y or in by WWT in the prplect for damages of tiny Isirrd from cervices rendered by CONSULTANT rotating to the testing for, monbring, cleaning up, removing, containing, treattng, detox.Vng or ne FL*g of pglluiants, whether or not, caused by the negligence ei SULTANT. - C; Wgat on; In the syant Iffigation in any Wray related to the services performed harounder is initiated between CONSULTANT drnd CLIENT, the non-pfevairmg party shall reimburse the pravallincg party for all of its rea 6ble afomey's fees and Colts rented to said thigation, V. MEWS OSI_IGAIICNS CLIE-NT shall provide CONSULTANT Mh all data„ s files, surveys, plats and all other pedinent infarrna ren comer ing the Project, CLIENT shag designate a pe(son to act with authority on CLIENTS bsh yuith rgspec# to an aspects of lite Proles#.. OLI'ENT shall ba rbsponsble fOr all processing fads or a s merits require for the boiitplattoh of,the PrbjW, CLIMT shall provide CONSULTANT access to the Prciject site.et reasonable iltnes•upon reasdnable notice, Vt. MORAL F 6vjsms A. Persons Sound by Agreement The persons•WM0 icy ails Agreement are CONSULTANT and 41ENT and tbpl respeclive pawers, sue skrt,f hr±irs, axso�ois, ed6hIstrators, gssicf is and oihcr legal (opresefltatives; TW �,gretrrteni and A►y 14ter as�,00lgfed �r+iGti -thl5 Agreeperm stay not tit asslgriilrf, SAW V transferred by elther party wrthddit the prior written consent of the other party, su ponse6t not tit be Vtreasonably wit�tFiei , I�lothlltg oonialried hgrein shall be construed to pr$vent.CONSUL'TA�FI from Wipl6ohg such K�IT.�F paid+� `HNA,� �, , P.A . ENGINEERS, �LAr hffiS, S&ARVEY04S preikt Nhi 16: 00)) U ttgrouWhnq CayWtlttg klgct Location: Sinn Wes I eacfil, PL M Ps6pcsal No.! P�Wa,MK Rr��ri�ad F�6tUary �, �b�3 1`'a9a �4 I hfapendant oonsultants, associates and sub consultants, as CONSULTANT may deem appropriate to a istt in the performartee of the services hereunder. Nothing herein slug be construed to give any *jhts or benefits arising from Weis Agreement to anyone other than CONSULTANT and CLIENT, B. No Waiver or futodMeatione: No wWver by OONSULTANT of any d0fault shall operate as a waiver for any other default or be construed to be a waiver of the same default on a future oocasion. No delay, course of dealing or orntsslon on the part of OONSULTANT in exercising any right or remedy shall operate as a waiver thereof, and no'sNe or partial exetcise by CONSULTANT of any right or remedy shall preclude any other or furtherexerelse of any right or remedy. This Agreement, inclining all requests for additional servloes placed hereunder, ,express the entire understanding and agreement of the parties with reference to the subject matter hereof, and fs a complete and exclusive statement of the terms of this Agreement, and no representations or agreements rrWifying 'or supplemenfing, the terms of this Agreement shag be valid unless in writing, signed by persons authorized to sign agreements on behalf, of both parties. d, GavernIN Laws or Vanua: This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Florida. Venue for any ltigatipn shall ba Srowward County, Florida. VII. CLOSURE ffyouttrfi With tl;e'foregoing ahb Dish to direct tis fd proiecl with the of©n;meritioneif *ok please execr_rto the agreement in the space provided and return same to the undersigned with the completed bOing-oorm gn ford. We appre ,te the oppprtunffy to sgOMh our propo i. Please contact me i# you Kaye arty questions, IN WAS WHEREt , the CONSULTANT and CLIENT have executed this agreement the day and yeW indicated below. As tq CONSULTANT KEITH and SCHN*, P.A. f glneers', Planners, �L",Syars - Vim President, toil Engineering 2 MT I iind SCIIINARS, P.A. 11 ENGINURS, RAMOS, SURVEYORS As to PLIEN`i UfTY OF SUNNY ISLES BEACH, FLORIDA Name: Thale:: — _- Frores�ionaf:�res+�r�eme�t >�e'+jeCC N�n�e: tJtk"riry U�d�rgrour�d'rn� �u9Cir�g Pmisct L'aft=' Suhrry ls[Qs Beach, Ft. • .k&5 Proposal No,: P50ONtt Frr„vi �a�ruary �, 2O13 Pale 91 EXHIBIT A f Schedule (Effective January 1, 2008) code �¢t Job Claaalficdon Bilbrig Rate 72 Administrative Assistant $60.04 73 Associate 1 .$80.00 74 Asata 2 $00,00 75 Senior Associate $115,00 76 Project Manager $125.00 77 Senior Project Maneggr $150,00 78 Director $175,00 79 Principal To Be Quoted 42 2 Person Survey Crew $105.00, 43 3 Person Survey Crew X140.00 44 Speciaity Survey Crew $175.00 &MY W&APMO UK Gav h6i UZy n�-5.13 €-HI-AaE ]KE -IT SA.P.A. F—MO , W, 0LANNE.R'i, SUFrMY&S L BILLING INFORMATION FORM (cwNtocompiete) Uflifty Und 'rounding Co PROJECT NAME -erg rtsulft - Surmy Isles Bad PROJECT ADDRESS: Street Addrem OWNER ADDRESS: Stmel Adim OWNER PHONE NO: OWNFA 0it"LL PHONE NO: EMAIL ADDRESS: JOB SITE S.UPMNTENDENT: JOB SrTE PHONE: WMVISION -NAME. PURCHASE ORDER 1: MAIL INVOICE TO. Coppany Name MENTON: Namdrift ADDRESS PHONE: FAX; SPECIAL BILLING INS-1kUCfi0N6- M k'N" I IMITH and SCHNr,. P.A JENqiNgARS, PLANNERS, SURVEYORS 9