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HomeMy WebLinkAboutReso 2024-3601RESOLUTION NO. 2024-� A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING A SECOND AMENDMENT TO THE AGREEMENT WITH TRANSYSTEMS CORPORATION TO PROVIDE GENERAL PLANNING SERVICES, ON AN AS -NEEDED BASIS, IN AN AMOUNT NOT TO EXCEED ONE HUNDRED TWENTY THOUSAND DOLLARS ($120,000.00), ATTACHED HERETO AS EXHIBIT "A"; AUTHORIZING THE MAYOR TO EXECUTE SAID AMENDMENT; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on January 201h, 2022, via Resolution No. 2022-3290, the City Commission approved an Agreement with SEPI Construction and Engineering, Inc. ("Consultant") to provide general planning services on an as -needed basis ("Services"), in an amount not to exceed $100,000.00; and WHEREAS, the City Manager exercised his authority and executed a Frist Amendment to the Agreement with the Consultant assigning all contractual rights to TranSystems Corporation ("TranSystems"); and WHEREAS, TranSystems is a certified and insured company with the necessary experience to provide the desired Services; and WHEREAS, the City desires to pursue a planning project to mitigate identified discrepancies between the City's comprehensive plan and land development regulations ("Additional Services"); and WHEREAS, these Additional Services were not included in the original Scope of Work of the Agreement; and WHEREAS, the City wishes to approve a Second Amendment to the Agreement with TranSystems to provide the Additional Services, in an amount not to exceed One Hundred Twenty Thousand Dollars and No Cents ($120,000.00), bring the total contract amount not to exceed Two Hundred Twenty Thousand Dollars and No Cents ($220,000.00), 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. Approval of Second Amendment. The City Commission hereby approves a Second Amendment to the Agreement with TranSystems Corporation to pursue a planning project to mitigate identified discrepancies between the City's comprehensive plan and land development regulations, in an amount not to exceed One Hundred Twenty Thousand Dollars and No Cents ($120,000.00), bring the total contract amount not to exceed Two Hundred Twenty Thousand Dollars and No Cents ($220,000.00), attached hereto as Exhibit "A". Section 2. Authorization of Mayor. The Mayor is authorized to execute said Amendment. @13CL@BCOAOD5A.doc Page 1 of 2 97 Section 3. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. Section 4. Effective Date. This Resolution will become effective upon adoption. PASSED AND ADOPTED this 18th day o/Janoary, 2024. Larisa Svechin, ATTEST:! APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Mauricio Betanc r, CMC, City Clerk Alain E. Boileau, P.A., for Nabors, Giblin & Nickerson, City Attorney se Moved by: �W' S/l�i�✓�,� � Seconded by: iC J/S %�/�[ On% Vote: Mayor Svechin Vice Mayor Lama Commissioner Joseph Commissioner Stuyvesant Commissioner Viscarra @BCL@BCOAOD5A.doc Page 2 of 2 98 t/(Yes) (No) (Yes) (No) (Yes) (No) .v74 (Yes) (No) (Yes) (No) @BCL@BCOAOD5A.doc Page 2 of 2 98 S,,NNY rsFs SECOND AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND TRANSYSTEMS CORPORATION, d/b/a sF "` R -aa'° s" TRANSYSTEMS CORPORATION CONSULTANTS fl nHV - iuo THIS SECOND AMENDMENT TO THE AGREEMENT between the CITY OF SUNNY ISLES BEACH ("City") and TRANSYSTEMS CORPORATION, d/b/a TRANSYSTEMS CORPORATION CONSULTANTS, who Federal Identification No. is 43- 0839725 ("Consultant"), executed thisZday of January, 2024, is made a part of the original Agreement between the Parties, dated January 21, 2022, Contract No. 2022-7770, and First Amendment thereto, (collectively "Agreement"),' attached hereto as Attachment "A." The City and Consultant hereby agree as follows: 1. ADDITIONAL COMPENSATION. City and Consultant wish to amend Section 5 of the Agreement, entitled "Compensation," to provide additional compensation in an amount not to exceed One Hundred Twenty Thousand Dollars and No Cents ($120,000.00), as more particularly described in Exhibit B. The additional compensation provided herein will bring the total Agreement not to exceed amount to Two Hundred Twenty Thousand Dollars and No Cents. ($220,000.00). 2. OTHER PROVISIONS REMAIN IN EFFECT. Except as specifically modified herein, all terms and conditions of the original Agreement between the parties, dated September 21, 2022, as amended, shall remain in full force and effect. 3. CONFLICTING PROVISIONS. The terms, statements, requirements, or provisions contained in this Second Amendment shall prevail and be given superior effect and priority over any conflicting or inconsistent terms, statements, requirements, or provisions contained in any other document, or attachment, including but not limited to Attachments "A" and `B." IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the date mentioned above. [SIGNATURE PAGE TO FOLLOW] ` Pursuant to a Consent to Assignment, dated May 18, 2023, the City Commission consented to the assignment of SEPI Engineering and Construction, Inc. ("SEPI") rights, title and interests in and to the Agreement and the assumption by TranSystems of all of the obligations of SEPI under the Agreement. TranSystems Corporation — Second Amendment Page 1 of 5 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax WITNESS: nSigVOWLM4 nature Gf Print Name STATE OF CPR.l JM COUNTY OFR AiLD TRANSYSTEMS CORPORATION d/b/a TRANSYSTEMS CORPORATION CONSULTANTS f!r Steven Shaup, Senior Vic' esident The foregoing instrument was acknowledged before me by means of EJ physical presence or ❑ online notarization, this o'14 day of January, 2024, by Steven Shaup, as Senior Vice -President of TranSystems Corporation d/b/a TranSystems Corporation Consultants. (SEAL) Y'ls'•. DONNA A. WESTON ?° • ,� Notary Public - State of Florida Commission # HH 285627 My Comm. Expires Oct id, 2026 for eee through National Notary Assn. Personally Known`� or Produced Identification Type of Identification Produced: Notary Public, State of Florida (Signature of Notary Public) _NNEJ 4. (4c-s7Z)rj (Print, Type, or Stamp Commissioned Name of Notary Public) [ADDITIONAL SIGNATURE PAGE TO FOLLOW] TranSystems Corporation — Second Amendment Page 2 of 5 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax A TTF CT CITY OF SUNNY ISLES BEACH Mayor APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY: lain E. Boileau, for Nabors, Giblin & Nickerson, P.A., City Attorney TranSystems Corporation — Second Amendment Page 3 of 5 101 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Attachment "A" TranSystems Corporation — Second Amendment Page 4 of 5 102 SNNNY fTF, FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND TRANSYSTEMS CORPORATION d/b/a yCT� FLOPNQ+TRANSYSTEMS CORPORATION CONSULTANTS O• SVM " THIS FIRST AMENDMENT TO THE AGREEMENT between the CITY OF SUNNY ISLES BEACH ("City") and TRANSYSTEMS CORPORATION, d/b/a TRANSYSTEMS CORPORATION CONSUy1day TS, ho Fpdera Identification No. is 43-0839725 ("Consultant"), executed this ofWz Ner, + 3, is made a part of the original Agreement between the Parties, dated January 21, 2022, Contract No. 2022-7770 ("Agreement"),' attached hereto as Attachment "A." The City and Consultant hereby'agree as follows: 1. RENEWAL OF TERM. In accordance with Section 4 of the Agreement, the City elects to exercise its option to renew the Agreement for a period of two (2) years. The renewal term shall commence on October 17, 2023, and shall terminate on October 16, 2025. There are no remaining renewal terms. 2. OTHER PROVISIONS REMAIN IN EFFECT. Except as specifically modified herein, all terms and conditions of the original Agreement between the parties, dated September 21, 2022, shall remain in full force and effect. 3. CONFLICTING PROVISIONS. The terms, statements, requirements, or provisions contained in this First Amendment shall prevail and be given superior effect and priority over any conflicting or inconsistent terms, statements, requirements, or provisions contained in any other document, or attachment, including but not limited to Attachment "A." IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the date mentioned above. [SIGNATURE PAGE TO FOLLOW] ' Pursuant to a Consent to Assignment, dated May 18, 2023, the City Commission consented to the assignment of SEPI Engineering and Construction, Inc. ("SEPI") rights, title and interests in and to the Agreement and the assumption by TranSystems of all of the obligations of SEPI under the Agreement. TranSystems Corporation — First Amendment Page 1 of 4 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Signaf&e jGa G-- nn7 Print Name STATE OF F- P,41,4 COUNTY OF��?6-� TRANSYSTEMS CORPORATION d/b/a TRANSYSTEMS CORPORATION CONSULTANTS BY: - Ste�xe Moore, Senior Vice-Prisieeent The foregoing instrument was ackned*&rporation e me b me of❑ physical presence or ❑ online notarization, this j day o by a Senior Vice -President of TranSystems Corporation d/b/a TranSysteConsultants. DONNAA. WEMN ` .. a�; Notary PuoUc state of Florida— ` Commission # HH 285627 No Public : , State of Florida (SEAL) ""Cr ,• Aly Comm. Expires Oct 18, 2026 Bon "' ded through National Notary Assn. (Signature of Notary Public) (Print, Type, or Stamp Commissioned Name of Notary Public) Personally Known A� or Produced Identification _ Type of Identification Produced: [ADDITIONAL SIGNATURE PAGE TO FOLLOVq TranSystems Corporation — First Amendment Page 2 of 4 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax CMC Citv Clerk CITY OF SUNNY ISLES BEACH BY: Stan Morris, City Manager APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY: Alain E. Boileau, for Nabors, Giblin & Nickerson, P.A., City Attorney TranSystems Corporation — First Amendment Page 3 of 4 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Attachment "A" Original Agreement TranSystems Corporation — First Amendment Page 4 of 4 . y +: AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH FL' OhAND SEPI ENGINEERING & CONSTRUCTION, INC. t` °' `"" `�� CONTRACT NO. 2022-7770 THIS CONTRACTUAL AGREEMENT (hereinafter referred to as the "Agreement") is made in duplicate, thisiay of , 2022, by and between the CITY OF SUNNY ISLES BEACH, Florida, (hereinafter referred to as "City"), and SEPI ENGINEERING & CONSTRUCTION, INC, a corporation authorized to do business in the State of Florida (hereinafter referred to as "Consultant") whose Federal I.D. # is 56-2254014. RECITALS WHEREAS, the City is in need of Consultant to provide general planning services on an as -needed basis ("Services"); and WHEREAS, Consultant is a certified and insured company with the necessary experience to provide the desired Services; and WHEREAS, City of Oakland Park issued Request for Qualifications ("RFQ") R-2018- 151 "General Planning Services Consultants" and awarded an agreement to The Mellgren Planning Group beginning October 17, 2018, for an initial three (3) year term, terminating on October 16, 2021, with the option to renew for two (2) additional two (2) year terms; and WHEREAS, on October 6, 2021, the City of Oakland Park amended the above referenced agreement, exercising its first renewal term through October 16, 2023, adopting new hourly service rates, and consenting to the assignment of the agreement from The Mellgren Planning Group to the Consultant; and WHEREAS, the City desires to enter into an agreement with Consultant, using City of Oakland Park's solicitation information, Consultant's response, and the resulting contract and amendments to provide the Services described in Exhibit "A", on an as -needed basis, attached hereto and made part hereof, subject to the terms and conditions contained herein; and WHEREAS, pursuant to the City's procurement code provisions, purchases made under . state, county or other governmental contracts, or competitive bids with other entities are exempt from the City's competitive bidding procedures; and WHEREAS, the City wishes to contract with Consultant to provide the desired Services, on an as -needed basis, as more particularly described in Exhibit "A" for a total amount not to exceed One Hundred Thousand Dollars ($100,000.00). NOW THEREFORE, in consideration of the promises and the mutual covenants herein name, the parties agree as follows: TERMS 1. RECITALS. The Recitals set forth above are hereby incorporated into this Agreement and made a part hereof for reference. SEPI ENGINEERING & CONSTRUCTION, INC 103 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax 2. THE CONTRACT DOCUMENTS. The Contract Documents consist of this Agreement, as well as the terms and conditions of City of Oakland Park issued Request for Qualifications ("RFQ") R-2018-151, Consultant's responose thereto, and awarded agreement dated October 17, 2018, as amended, which are specifically incorporated herein and made a part hereof as Exhibit "A" (hereinafter referred to as "Contract Documents"). Except with regard to the bidding process, the term "City of Oakland Park" as set forth in the City of Oakland Park Agreement and subsequent amendment, where context permits, means the City. 3. SERVICES. Consultant shall provide services to the City on an as -needed basis pursuant to the terms and conditions set forth in the Contract Documents (hereinafter referred to as "Services"). The Consultant agrees that it shall not perform any architectural or engineering services that would fall within the scope of Florida's Consultant's Competitive Negotiations Act. The Services shall be performed by Consultant to the full satisfaction of the City. Consultant agrees to furnish all labor and material in a good and workmanlike and professional manner to perform Services. Consultant agrees to have a qualified representative to audit and inspect the Services provided on a regular basis to ensure all Services are being performed in accordance with the City's needs and pursuant to the terms of this Agreement and shall report to the City accordingly. Consultant agrees to immediately inform the City via telephone and in writing of any problems that could cause damage to the City's property, improvements and persons. Consultant will require its employees to perform their work in a manner befitting the type and scope of work to be performed. In the event that the Consultant fails to complete the Services pursuant to the terms of this contract and City must undertake the completion of performance of Services, Consultant agrees to indemnify the City for all costs incurred with respect to the completion of those Services and any damages the City may suffer as a result of the Consultant's failure to perform the Services. 4. TERM. Subject to the provisions relating to the termination of this Agreement as set forth hereunder, the initial term of this Agreement shall commence upon full execution of the Agreement, and shall terminate on October 16, 2023. The City shall have the sole option to renew the Agreement for a two-year (2) renewal term. The terms of Sections 16 and 17 entitled "Indemnification and Waiver of Liability," and "Compliance with Law," respectively, shall survive termination of this Agreement. 5. COMPENSATION. During the term of this Agreement, in whatever capacity rendered, the City shall pay Consultant compensation for the Services performed under this Agreement pursuant to the fee schedule set forth in the Contract Documents, in an amount not to exceed One Hundred Thousand Dollars ($100,000.00). Payment to Consultant for all charges and tasks under this Agreement shall be in accordance with the Contract Documents and the schedule of charges as reflected in Exhibit "A" for the term of the Agreement, including any option or extension periods, under the following conditions: a. Disbursements. There are no reimbursable expenses associated with this contract except for expenses approved by the City Manager. SEPI ENGINEERING & CONSTRUCTION, INC 2 104 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax b. Payment Schedule. Consultant shall submit invoices to the City on a monthly basis. Invoices received from the Consultant pursuant to this Agreement will be reviewed by the initiating City Department. If services have been rendered in conformity with the Agreement, the invoice will be sent to the Finance Department for payment. Invoices must reference the Agreement number assigned hereto. Invoices will be paid in accordance with the State of Florida Prompt Payment Act. The City will pay properly submitted Consultant invoices within thirty (30) days of receipt, for completed and accepted deliveries or specified services and/or goods, unless the City notifies the Consultant in writing of the dispute, before payment is due. C. Availability of Funds. The City's performance and obligation to pay under this Agreement is contingent upon an annual appropriation for its purpose by the City Commission. If the City should not appropriate or otherwise make available funds sufficient to purchase the Services procured pursuant to this Agreement, the City may unilaterally terminate any and all contractual or other obligations herein without any further liability or penalty upon twenty (20) days' notice to Consultant. d. Final Invoice. In order for both parties herein to close their books and records, the Consultant will clearly state "final invoice" on the Consultant's final/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. Since 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 supplies, 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 make payment of the uncontested amounts and withhold payment on the contested amounts until they are resolved by agreement with Consultant. Consultant shall not pledge the City's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The Consultant further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement. 6. INDEPENDENT CONTRACTOR RELATIONSHIP. The Consultant is an independent contractor and shall be treated as such for all purposes. Nothing contained in this Agreement or any action of the parties shall be construed to constitute or to render 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 been 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 be that of the Consultant, other than those set forth in this Agreement. Consultant shall furnish its own transportation, office and other supplies as it determines necessary in carrying out its duties under this Agreement. 7. INSURANCE. Consultant shall, at its sole cost and expense, during the period of any work being performed under this Agreement, procure and maintain the following minimum SEPI ENGINEERING & CONSTRUCTION, INC 3 105 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax insurance coverage to protect the City and Consultant against all loss, claims, damage and liabilities caused by Consultant, its agents or employees, as indicated below: ❑ Comprehensive General liability insurance on a comprehensive basis, including Personal Injury Liability, in an amount not less than One Million Dollars ($1,000,000.00) combined single limit per occurrence for bodily injury and property damage. The City of Sunny Isles Beach must be an additional insured with respect to this coverage. ❑ Worker's Compensation, as required by state law. In addition, the policy(s) must include Employers' Liability with a minimum limit of One Hundred Thousand Dollars ($100,000.00). ❑ Automobile Liability which shall include coverage for all owned, non -owned and hired vehicles for minimum limits of not less than Five Hundred Thousand Dollars (500;000.00) combined single limit per occurrence for bodily injury and property damage. The City of Sunny Isles Beach must be an additional insured with respect to this coverage. Insurance required of the Consultant shall be primary to, and not contribute with, any insurance or self-insurance maintained by the City. Such insurance shall not diminish Consultant's indemnification and obligations hereunder. The insurance policy shall be issued by companies authorized to do business under the laws of the State of Florida and acceptable to the City with a minimum A.M. Best rating of A -Excellent. 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 shall be appropriately endorsed for contractual liability, with the City named as additional insured. All policies shall contain a waiver of subrogation endorsement. All policies and certificates shall be in forms and issued by insurance companies acceptable to the City Manager or his designee. All insurance policies and certificates of insurance shall provide that the policies may not be canceled or altered without thirty (30) days prior written notice to the City. Consultant shall also require and ensure that each of its sub -Contractors or sub -Consultants providing services hereunder (if any) procures and maintains, until the completion of the services, insurance of the types and to the limits specified herein. ANY EXCEPTIONS TO THE INSURANCE REQUIREMENTS IN THIS SECTION MUST BE APPROVED IN WRITING BY THE CITY. 8. TERMINATION AND REMEDIES FOR BREACH. A. If, through any cause within reasonable control, the Consultant shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to this Agreement, the City shall have the right to terminate the Services then remaining to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify the Consultant 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 ten (10) days the City may terminate this Agreement, and the City shall receive a refund from the Consultant in an amount equal to the actual cost of a third party to cure such failure. If Consultant fails, SEPI ENGINEERING & CONSTRUCTION, INC 4 106 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax refuses or is unable to perform any term of this Agreement, City shall pay for services rendered as of the date of termination. (i.) In the event of termination, all finished and unfinished documents, data and other work product prepared by Consultant shall be delivered to the City and the City shall compensate the Consultant for all Services satisfactorily performed prior to the date of termination. (ii.) 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 payment to Consultant for the purposes of set-off until such time as the exact amount of damages due the City from the Consultant is determined. B. Termination for Convenience of City. The City may, for its convenience and without cause terminate the Services then remaining to be performed at any time by giving Consultant ten (10) days written notice. The terms of Paragraph 8A(i) and A(ii) above shall be applicable hereunder. C. Termination for 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. 9. CONFIDENTIAL INFORMATION. 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 upon which the Consultant shall leave the employment of the City for any reason whatsoever, disclose to any person 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 this 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 law or in equity, to enjoin the Consultant from violating such provisions. 10. JURISDICTION, VENUE AND WAIVER OF JURY TRIAL. This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. All parties agree and accept that jurisdiction of any dispute or controversy arising out of this Agreement, and any action involving the enforcement or interpretation of any rights hereunder shall be brought exclusively in the Eleventh Judicial Circuit in and for Miami Dade County, Florida, and venue for litigation arising out of this Agreement shall be exclusively in such state courts, forsaking any other jurisdiction which either party may claim by virtue of its residency or other jurisdictional device. In the event it becomes necessary for the City to file a lawsuit to enforce any term or provision under this Agreement and the City is the prevailing party then the City shall be entitled to its costs and attorney's fees at the pretrial, trial and appellate levels. BY ENTERING INTO THIS AGREEMENT, Consultant AND CITY HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT. Nothing in this Agreement is intended to serve as a waiver of sovereign immunity, or of any other immunity, defense, or privilege enjoyed by the City pursuant to Section 768.28, Florida Statutes. SEPI ENGINEERING & CONSTRUCTION, INC 5 107 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax 11. NOTICES. All notices and other communications required or permitted to be given under 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 mail, first class postage prepaid, return receipt requested, (ii) by guaranteed overnight delivery by a nationally recognized courier 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: Stan Morris With a copy to: City Manager Edward Dion, Esq. City of Sunny Isles Beach City Attorney 18070 Collins Avenue City of Sunny Isles Beach Fourth Floor 18070 Collins Avenue Sunny Isles Beach, Florida 33160 Fourth Floor Tel: (305) 792-1776 Sunny Isles Beach, Florida 33160 Tel: 305 792-1766 If to the Kaitlyn Forbes, AICP, CNU-A Consultant: Office Leader SEPI Construction and Engineering, Inc. 1 Glenwood Avenue, Suite 600 Raleigh, NC 27603 Tel: 919.789.9977 12. PUBLIC RECORDS. The Consultant shall be required to comply with the following requirements under Florida's Public Records Law: (i.) Consultant shall keep and maintain public records required by the City to perform the service. (ii.) Upon request from the City, Consultant shall provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law. (iii.) Consultant shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Consultant does not transfer the records to the City. (iv.) Consultant shall, upon completion of the contract, transfer, at no cost, to the City all public records in possession of the Consultant or keep and maintain public records required by the City to perform the service. If the Consultant transfers all public records to the City upon completion of the contract, the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Consultant keeps and maintains public records upon completion of the contract, the Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided by Consultant to the City, upon request from the City, in a format that is compatible with the information technology systems of the City. SEPI ENGINEERING & CONSTRUCTION, INC 6 108 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax IF THE Consultant HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 1199 FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT (305) 792-1703, CityClerk@sibfl.net,18070 Collins Avenue, 4"' Floor, Sunny Isles Beach, Florida 33160. 13. 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. 14. NON-DISCRIMINATION. The Consultant agrees to comply with all local and state civil rights ordinances and with Title VI of the Civil Rights Act of 1984 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Title 1 of the Housing and Community Development Act of 1974 as amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11248 as amended by Executive Orders 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 other handicap, age, marital/familial status, or status with regard to public assistance. 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, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, 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), which prohibits discrimination against the handicapped'in any Federally assisted program. 15. CONFLICT OF INTEREST. The Consultant agrees to adhere to and be governed by the Miami -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 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, directly or indirectly which should conflict in any manner or degree with the performance of Services under this Agreement. The Consultant further covenants that in the performance of this Agreement, no person having any such interest shall knowingly be employed by the Consultant. The Consultant guarantees that he/she has not offered or given to any member of, delegate to the Congress of the United States, any or part of this contract or to any benefit arising therefrom. 16. INDEMNIFICATION AND WAIVER OF LIABILITY. To the fullest extent permitted by law, the Consultant agrees to indemnify and hold -harmless the City, its agents, representatives, officers, directors, officials and employees from any claims, liabilities, damages, losses and costs, including, but not limited to, reasonable attorney fees to the extent cause, in whole or in part, by the professional negligence, error or omission of the Consultant or persons employed or utilized by the Consultant in performance of Services under this Agreement. SEPI ENGINEERING & CONSTRUCTION, INC 7 109 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Consultant shall at all times hereafter indemnify, hold harmless and, at the City's option, defend or pay for an attorney selected by the City to defend City, its agents, representatives, officers, directors, officials and employees from and against any and all causes of action, demands, claims, losses, liabilities and expenditures of any kind, including attorney fees, court costs, and expenses, caused or alleged to be caused by the intentional or negligent act of, or omission of Consultant, including those of their employees, agents, servants, or officers, or accruing, resulting from, or directly related to the subject matter of this Agreement including, without limitation, any and all claims, losses, liabilities, expenditures, demands or causes of action of any nature whatsoever resulting from injuries or damages sustained by any person or property. In the event any lawsuit or other proceeding is brought against City by reason of any such claim, cause of action or demand, Consultant shall, upon written notice from City, resist and defend such lawsuit or proceeding by counsel satisfactory to City. The provisions and obligations of this section shall survive the expiration or earlier termination of this Agreement. To the extent considered necessary by City, any sum due Consultant under this Agreement may be retained by City until all of City's claims for indemnification pursuant to this Agreement have been settled or otherwise resolved; and any amount withheld shall not be subject to payment of interest by City. The parties agree that One Hundred Dollars ($100.00) represents specific consideration to the Consultant for the indemnification set forth in this Agreement. 17. COMPLIANCE WITH LAW. Consultant shall comply with all laws, regulations and ordinances of any federal, state, or local governmental authority having jurisdiction with respect to this Agreement ("Applicable Laws") and shall obtain and maintain any and all material permits, licenses, approvals and consents necessary for the lawful conduct of the activities contemplated under this Agreement. 18. CONFLICTING PROVISIONS. The terms and conditions in this Agreement shall supersede and take priority over any inconsistent or conflicting provisions that are contained in any other document, including but not limited to Exhibit "A", "B", and "C". 19. PROHIBITION AGAINST CONTRACTING WITH SCRUTINIZED COMPANIES. Pursuant to Florida Statutes Section 287.135, contracting with any entity that is listed on the Scrutinized Companies that Boycott Israel List or that is engaged in the boycott of Israel is prohibited. Consultants must certify that the company is not participating in a boycott of Israel. Any contract for goods or services of One Million Dollars ($1,000,000) or more shall be terminated at the City's option if it is discovered that the entity submitted false documents of certification, is listed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has been engaged in business operations in Cuba or Syria after July 1, 2018. Any contract entered into or renewed after July 1, 2018 shall be terminated at the City's option if the company is listed on the Scrutinized Companies that Boycott Israel List or engaged in the boycott of Israel. Consultants must submit the certification that is attached to this agreement as Exhibit "B". Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to the Consultant of the City's determination concerning the false certification. The Consultant shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination was in error. If the Consultant does not SEPI ENGINEERING & CONSTRUCTION, INC 8 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax demonstrate that the City's determination of false certification was made in error, then the City shall have the right to terminate the contract and seek civil remedies pursuant to Florida Statute Section 287.135. 20. E -VERIFY. Florida Statute 448.095 directs all public employers, including municipal governments, to verify the employment eligibility of all new public employees through the U.S. Department of Homeland Security's E -Verify System, and further provides that a public employer may not enter into a contract unless each party to the contract registers with and uses the E -Verify system. Florida Statute 448.095 further provides that if a Consultant enters into a contract with a subcontractor, the subcontractor must provide the Consultant with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. In accordance with Florida Statute 448.095, Consultant is required to verify employee eligibility using the E -Verify system for all existing and new employees hired by Consultant during the contract term. Further, Consultant must also require and maintain the statutorily required affidavit of its subcontractors. It is the responsibility of Consultant to ensure compliance with E -Verify requirements (as applicable). To enroll in E -Verify, employers should visit the E -Verify website (https://www.e-verify.gov/employers/enrolling-in-e-verify) and follow the instructions. The Consultant must retain the I-9 Forms for inspection, and provide the attached E -Verify Affidavit, attached hereto as Exhibit "C". 21. MISCELLANEOUS. A. In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable provisions had been severed and deleted. B. This Agreement may be executed in multiple identical counterparts, each of which shall be deemed an original for all purposes. C. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof, and it shall supersede all previous and contemporaneous oral and written negotiations, commitments, agreements and understandings relating hereto. D. Any modification of this Agreement shall be effective only if in writing and signed by the parties to this Agreement. E. No waiver of any provision of this Agreement shall be valid or enforceable unless such waiver is in writing and signed by the party granting such waiver. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate on the day and year first written above. [SIGNATURE PAGE TO FOLLOW] SEPI ENGINEERING & CONSTRUCTION, INC 9 111 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax WITNESS: SEPI ENGINGEERING & CONSTRUCTION, INC Nick Ellis Dianne Winegarden President Print Name. Title ATTESTO A CITY OF SUNNY ISLES BEACH N M Department Head BY: Dana Robin Goldman, Mayor APPROVED AS TO FORM ANI1EG,4 "UFFICIENCY A. BY: / ar . Dion, City Attorney U—/ SEPI ENGINEERING & CONSTRUCTION, INC 10 112 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Exhibit "A" SEPI ENGINEERING & CONSTRUCTION, INC 11 113 SERIWWW.SEPIINC.COM RALEIGH December 28, 2021 1 Glenwood Ave Dear Ms. Cuevas: Suite 600 Raleigh, NC 27603 SEPI is pleased to submit the following proposal to provide General Planning Services o: 919.789.9977 Genesis Cuevas F: 919.789.9591 Purchasing Administrator, MPA, CPPB CHARLOTTE City of Sunny Isles Beach 11020 David Taylor Dr 18070 Collins Avenue Suite 300 Sunny Isles Beach, FL 33160 Charlotte, NC 28262 A. O: 704.714.4880 All work will be conducted on an hourly basis. Hourly rates shall be consistent with F: 704.714.4885 Subject: General Planning Services WILMINGTON SCOPE OF WORK 5030 New Centre Dr Dear Ms. Cuevas: Suite B Wilmington, NC 28403 O: 910.523.5715 SEPI is pleased to submit the following proposal to provide General Planning Services F: 910.523.5716 to the City of Sunny Isles Beach under the Piggyback provisions of the City Code of Ordinances. The proposed Piggyback contract is based on the approved and current CHARLESTON 176 Croghan Spur Rd City of Oakland Park General Planning Services contract awarded via Resolution Suite 208 R-2021-128. This Resolution was approved by the City of Oakland Park on October 6, Charleston, SC 29407 2021. All materials pertaining to this approved contract are included herein as Exhibit O: 843.804.8486 A. F: 843.203.9049 All work will be conducted on an hourly basis. Hourly rates shall be consistent with BEAUFORT SCOPE OF WORK 2015 Boundary St Suite 233 Beaufort, SC 29902 The proposed scope of work shall be consistent with the scope of work described in 0:843.929.6854 the City of Oakland Park Request for Proposals RFP# 030218 General Planning Services Consultants. Appended for reference. PALMETTO 503 8"' St West Palmetto, FL FEE 34221 0:941.722.4562 All work will be conducted on an hourly basis. Hourly rates shall be consistent with FORT LAUDERDALE the approved rates included in Exhibit A, the City of Oakland Park R-2021-128. 3350 NW 531d St Suite 101 Fort Lauderdale, FL SCHEDULE 33309 0:954.475.3070 Once authorized to proceed on any project, SEPI will coordinate with the City to determine a deliverable timeline specific to each project. A 114 SERI INVOICING SEPI will invoice monthly. Payment is due upon receipt of invoice. Payments not received within 30 days of the date of the invoice shall include interest of 1.5% per month commencing on the 31st day. Any invoices past due over thirty days will result In delay of the progress of the job until payment or payments are received. CONFIDENTIALITY This proposal was prepared by SEPI solely for your internal use in evaluating SEPI's proposal and deciding whether to contract with SEPI to perform the services described herein. SEPI considers the pricing, technical and business information contained in this proposal to be proprietary and confidential. This proposal and the information contained herein shall not be used for any purpose other than as , specifically stated above and shall not be disclosed to any other party without SEPI's prior written consent. ENGAGEMENT If you have any questions regarding this proposal, please contact me at (954) 475 3070. We appreciate this opportunity to be of assistance and look forward to providing professional services. Terms and Conditions shall be as approved in the City of Oakland Park contract. Respectfully Submitted, SEPI Construction and Engineering, Inc. x 115 SEN The return of this executed document will serve as the Notice to Proceed. SEPI Engineering & Construction, Inc. Accepted By, Kaitlyn Forbes, AICP, CNU-A Name Signature Title: office Leader Title: Dater December 28, 2021 Date: U 116 AMENDED AGREEMENT FOR GENERAL PLANNING SERVICES CONSULTANT INCLUDING ASSIGNMENT This AMENDED AGREEMENT is made this -6— day of (. 4 2021, for General Planning Services Consultant by and between: CITY OF OAKLAND PARK, a municipal corporation organized and existing under the laws of the State of Florida whose address is 3650 NE 12 Avenue, Oakland Park, FL 33334 ("City)", and SEPI ENGINEERING & CONSTRUCTION, INC., a North Carolina land planning and development firm professional corporation authorized to do business in the State of Florida, located at 1 Glenwood Avenue, Suite 600, Raleigh, NC 27603, hereinafter "CONSULTANT." City and CONSULTANT may each be referred to herein as "party" or collectively as "parties". WHEREAS, on October 17, 2018, the City entered into an Agreement ("Original Agreement"), R-2018- 151, for a General Planning Services Consultant with The Mellgren Planning Group, Inc, ("Mellgren"), an urban planning company located in Fort Lauderdale, FL, pursuant to the City's Request for Qualifications (RFQ) for General Planning Services Consultant, RFQ #030218; and WHEREAS, on July 13, 2020, Mellgren sold substantially all of its assets to CONSULTANT; and WHEREAS, on August 11, 2021, Mellgren submitted a written request to the City to consent to the assignment of the Original Agreement to CONSULTANT ("Exhibit N'); and WHEREAS, the City desires to contract with Mellgren's now parent company, the CONSULTANT, and consented to the assignment of the Original Agreement on August 24, 2021; and WHEREAS, the initial term of the Original Agreement was for three (3) years and the Original Agreement expires on October 16, 2021; and Page I of 4 'f2.2021.12V 117 WHEREAS, the Original Agreement providesfor an option to renew for two (2) additional 2 -year periods, subject to the mutual written consent of the Parties, and the Parties seek to renew the Original Agreement for the first 2 -year term beginning October 17, 2021 and ending October 16,2023; and WHEREAS, the Parties seek to further amend the Original Agreement to provide for adoption of CONSULTANTS current professional service rates, attached hereto as "EXHIBIT B", and to ensure compliance with recent amendments to Florida law; and WHEREAS, the Parties agree that all remaining provisions of the Original Agreement shall remain in full force of effect. WHEREAS, the Parties agree that all original terms & conditions and price remains the same as in the Original Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are acknowledged, the partles agree as follows: Section 1. The foregoing recitals are true and correct and are hereby incorporated into this Agreement. Section 2. The Original Agreement is hereby renewed for the first 2 -year term which shall commence on October 17, 2021 and terminate on October 16, 2023. In accordance with the Original Agreement, the Parties, upon mutual written consent, upon expiration of the first renewal term, shall have the option to enter into one (1) final 2 -year renewal term. Section 3. Scrutinized Companies. CONSULTANT, Its principals or owners, certify that they are not listed on the Scrutinized Companies that Boycott Israel List, Scrutinized Companies with Activities in Sudan List, Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or are engaged in business operations with Syria. in accordance with Section 287.135, Florida Statutes, as amended, a company is ineligible to, and may not, bid on, submit a proposal for, or enter into or renew a contractwith any agency or local governmental entity for goods or services of: 3.1 Any amount if, at the time bidding on, submitting a proposal for, or entering into or renewing such contract, the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a boycott of Israel; or 3.2 One million dollars or more if, at the time of bidding on, submitting a proposal for, or entering into or renewing such contract, the company: Page 2 of 4 118 3.2.1 Is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to Section 215.473, Florida Statutes; or 3.2.2 is engaged in business operations in Syria. Section 4. E -Ver' . CONSULTANT certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statues, as may be amended from time to time and briefly described herein below. 4.1 Definitions for this Section: 4.1.1 "Contractor" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for salary, wages, or other remuneration. "Contractor" includes, but is not limited to, CONSULTANT or consultant. 4.1.2 "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for salary, wages, or other remuneration. 4.1.3 "E Verify system" means an Intemet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. 4.2 Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E -verify system in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E -Verify System to verify the employment eligibility of: 4.2.1 All persons employed by a Contractor to perform employment duties within Florida during the term of the contract; 4.2.2 All persons (including subconsultantslsubcontractors) assigned by Contractor to perform work pursuant to the contract with the CITY OF OAKLAND PARK. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E Verify System during the term of the contract is a condition of the contract with the CITY OF OAKLAND PARK; and 4.2.3 The Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E -Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. Failure to comply will lead to termination of this Contract, or if a subcontractor knowingly violates the statute, the subcontract must be terminated immediately. Any challenge to termination under this provision must be filed in the Circuit Court no later than twenty (20) calendar days after the date of termination. Termination of this Contract under this Section is not a breach of contract and may not be considered as such. If this contract is terminated for Page 3 of 4 119 a violation of the statute by the Contractor, the Contractor may not be awarded a public contract for a period of one (1) year after the date of termination. Section & That the Original Agreement, as amended and executed by the parties, shall remain in full force and effect except as specifically amended herein. IN WITNESS OF THE FOREGOING, the parties have hereunto set their hands and seals on the dates written below. ATTES"LERK�d BY: R-2c)2j• IZT APPROVED A71GAL ORM: BY: CITY AtURNtY WITNESSED BY: Jennifer War Print name Jeff �Ums. Print name STATE: FLORIDA COUNTY: Broward CITY OF OAKLAND PARK, a Florida municipal corporatio BY: CI M AQE R SEPI ENGINEERING & CONSTRUCTION BY: 1--& A iiQ9)A 0 Name: _ Michele Mellgren. AICP Title: Vice President - Planning Sworn to (or affirmed) and subscribed before me this 18th day of October 20 21 by: _ Michele Mellgren, AICP Nameofperson making statement JENNIFER KIAR MY COMMISSION 0 W364109 EXPIRES: September l0, 2023 g rebfNatmyPubllc-StuteofFlorida Jennifer Kier Name of Notary Typed, Printed or Stamped Personally Knowrn X OR Produced Identification Type of Identification Produced Page 4 of 4 120 The Mellgren Planning Group Inc. 3350 NW 53rd Street, Suite 101 Fort Lauderdale, Florida 33309 August 11, 2021 Re: General Planning Services, by and between The Mellgren Planning Group Inc. (the "Company") and the City of Oakland Park (` Lou" or "Your"), dated as of August 11, 2021 (as amended, supplemented or otherwise modified from time to time, the "Agreement") Ladies and Gentlemen: Please be advised that on July 13, 2020, the Company sold substantially all of its assets (the "Transaedon") to SEPI Engineering & Construction, Inc., a North Carolina professional corporation ("Buyer"). We appreciate your agreement to consent to the Transaction, and request that you countersign this letter to acknowledge (i) your consent to (A) the Transaction and (B) the assignment of the Agreement to Buyer in connection therewith (the "Assignment'), pursuant to and in accordance any applicable provisions of the Agreement, (ii) your confirmation that the Assignment will not constitute a breach, default, termination or otherwise alter, create or accelerate any rights or obligations of the parties under the Agreement, and (iii) your agreement that the Agreement will continue in full force and effect from and after the date of the Transaction. This consent to the Transaction and the Assignment shall inure to the benefit of the Company and Buyer (who shall be a third -party beneficiary of this letter agreement) and their respective successors and assigns, and shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. The Transaction referenced herein is a confidential transaction. As such, we hereby request your agreement that (except to the extent required by law) you will not divulge any of the information contained herein or any information relating to the Transaction without the prior written consent of the Company and Buyer. Your acknowledgment and agreement to the foregoing terns will be evidenced by your signature in the space provided below. Please sign and return an executed copy of this letter by facsimile to 954-475-9550 or e-mail of a scanned .pdf file to MicheleQf1didaplanning.net or Mmellgrennasepiinc.com at your earliest convenience. Your prompt attention to this matter is greatly appreciated. Please call me at 954-475-3070 with any questions regarding this letter. Very truly yours, THE MELLGREN PLANNING GROUP INC. Q By: Michele Mellgren, President 026802.008-2460636vl 121 Agreed to and accepted by: City of Oakland Park By: qltl� Name: —46 - -W --- r - ).(? t4 GG bn� Title: F� ndnl CPC( 026802.008-2480636v1 122 .... .................. ...._..... The MELLGREN PLANNING a SEPI (.0101)(111Y RALEIGH NC September 21, 2021 BEAUFORT NC CHARLESTON SC Peter M. Schwarz, AICP CHARLOTTE NC FORT LAUDERDALE FL Director of Community and Economic Development PALMETTO FL City of Oakland Park WILMINGTON NC 5399 North Dixie Highway Suite 3 Oakland Park, FL 33334 RE: Extension of Continuing General Planning Consulting Services Dear Mr. Schwarz: I am pleased to provide this letter of interest to extend our planning services In the City of Oakland Park. Since the contract inception, The Mellgren Planning Group has been acquired by SEPI Engineering & Construction, Inc., an award winning, multidisciplinary firm with offices throughout the southeast. The contract extension, therefore, should be assigned to SEPI. Notwithstanding the acquisition, please be assured that the same team members with whom you have worked over the years are here to serve the City. We agree to the original terms and conditions of the contract, noting that our professional fees have been updated. These are shown on the attached rate sheet, which should be incorporated into the contract extension. Sincerely, 0 U Michele Mellgren, AICP Vice President - Planning 3350 NW 53RD STREET #101 FORT LAUDERDALE, FLORIDA 333091 TEL 954.475.3070 1 WWW.SEPIINC.COM 123 SdERI RALEIGH 1 Glenwood Ave Suite 600 Raleigh, NC 27603 O; 919.789.997 F: 919.789.9591 CHARLOTTE _ 11020 David Taylor Dr Suite 300 Charlotte, NC 28262 0: 704.714.4880 F: 704.714.4885 WILMINGTON 5030 New Centre Dr Suite B Wilmington, NC 28403 0:910.523.5715 F. 910.523.5716 CHARLESTON 176 Croghan Spur Rd Suite 208 Charleston, SC 29407 O: 843.867.4243 F., 843.203.9049 BEAUFORT 2015 Boundary St Suite 233 Beaufort, SC 29902 0:843.929.6854 FORT LAUDERDALE 3350 NW 53 Street Suite 101 Ft. Lauderdale, FL 33309 0:954.475.3070 PALMETTO 503 B Ave W Palmetto, FL 34221 0:941.772.4561 2021 TIME AND MATERIAL FEE SCHEDULE PROFESSIONAL SERVICES: Sr. Planning Manager Planning Manager Senior Planner Planner SUPPORTSERVICES: Clerical Project Administrative Assistant MISCELLANEOUS: Mileage Meals & Lodging Copies Color Copies Paper Prints (B Size, 12" x 18") Color— B Size Paper Prints (C Size, 18" x 24") Paper Prints (D Size, 24!x 361) Paper Prints (E Size, 30" x 4211) Color Plots or Mylar (C Size, 18" x 24") Color Plots or Mylar (D Size, 24" x 36") Color Plots or Mylar (E Size, 30" x 42") WWW.SEPIINC.COM RATE PER HOUR ($) 185.00 175.00 150.00 0 75.00 85.00 Mileage set at current federal travel rates Subcontracted Services Cost + 15% 0.15 0.75 0.75 3.50 1.75 2.50 2.75 20.00 25.00 30.00 C 124 �SGLO.INsf'rRVh I- p, m CrTY oN THE M0�F` CITY OF OAKLAND PARK 3650 NE 12t1' Avenue Oakland Park, FL 33334 AGREEMENT FOR GENERAL PLANNING SERVICES CONSULTANT This AGREEMENT, made this t7 day of c 1&, 2018, by and between the City of Oakland Park, acting herein through its City Manager, hereinafter called "OWNER', and! ti_"nom �" to hereinafter called "CONTRACTOR". Pw\4/1,"� Gvuap WITNESSETH, that the parties hereto do mutually agree as follows: ARTICLE I That for, and in consideration of, the payments and agreements hereinafter mentioned, to be made and performed by the OWNER, the CONTRACTOR hereby agrees with the OWNER to commence and complete the work described as follows: The Contractor will provide services as identified in CONTRACTOR' s proposal submission for RFP #030218. All terms, conditions and provisions of RFP #030218 are incorporated herein by reference and made specific part hereof. ARTICLE I1 In accordance with the Proposal, the Contractor shall furnish at his own expense all labor, vehicles, materials, tools and equipment needed to perform the services required. ARTICLE III The initial term of this Agreement shall be for a period of three (3) years. The City shall have the option to extend the contract for two (2) additional two-year periods, at terms and conditions mutually acceptable to both parties. In the event delivery/service is scheduled to end because of the expiration of this contract, the Contractor shall continue to deliver/service upon the request of the Contract Administrator. The extension period shall not extend for more than 90 days beyond the expiration date of the existing contract. The Contractor shall be compensated for the product/service at the rate in effect when this extension clause is invoked by the City. /Z, -)-u /,?, /S/ 125 ARTICLE IV If it is determined that it is in the best interest of either party of the Agreement to terminate this Agreement prior to the expiration date, for cause, a thirty (30) calendar day written notice shall be given by the party wishing to terminate this Agreement. ARTICLE V Contractor agrees to indemnify and save CITY, its public officials, agents, servants and employees harmless from and against any and all claims arising out of or in any way connected with the willful misconduct or negligence of the contractor, or its employees, to protect the CITY and its interests from such actions of the contrabtor or sub-eontraotors. Contractor further agrees to reimburse CITY for any and all court costs and other expenses, including reasonable attorney's fees incurred by CITY in defending any action, at both the trial and appellate levels, including paralegal expenses associated therewith, brought against CITY for injury or damage claimed to have been suffered as a result of or in any way connected with contractor's willful misconduct or negligence or that of its employees. ARTICLE VI Nondiscrimination Equal Employment Opportunity and Americans With Disabilities Act: Contractor shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement. Contractor shall affirmatively comply with all applicable provisions of the Americans -with Disabilities Act (ADA) in the course of providing any services funded by this Agreement, including Titles I and Il of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, CONTRACTOR shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. Such actions shall include, but not be limited to, the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay, other forms of compensation, terms and conditions of employment, training (including apprenticeship) and accessibility. Contractor's decisions regarding the delivery of services under this Agreement shall be made without regard to or consideration of race, age, religion, color, gender, sexual orientation, gender identity, gender expression, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used as a basis for service delivery. Contractor shall not engage in or commit any discriminatory practice in violation of the Broward County Human Rights Act (Broward County Code, Chapter 162) in performing any services pursuant to this Agreement. 2 126 ARTICLE VII Public Records The City of Oakland Park is a public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: 1. Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service; 2. Provide the public with access to such public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed that provided in chapter 119, Fla. Stat., or as otherwise provided by law; 3. Ensure that public records that are exempt or that are confidential and exempt from public record requirements are not disclosed except as authorized by law; and 4. Meet all requirements for retaining public records and transfer to the City, at no cost, all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt. All records stored electronically must be provided to the City in a format that is compatible with the information technology systems of the agency. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT Renee M Shrout, CMC City Clerk City of Oakland Park 3650 NE 12 Avenue Oakland Park Fl. 33334 954-630-4298 renes@oaldandparkfl.gov The failure of Contractor to comply with the provisions set forth in this Article shall constitute a Default and Breach of this Agreement and the City shall enforce the Default in accordance with the provisions set forth in ARTICLE 1V. 127 CERTIFICATION PURSUANT TO FLORIDA STATUTE § 287.135 I, AKi(,V\ek1, KXA\Uft,n, e( JedonbehalfofTV\C. AAXjaf�tN, Print Na ne and Title Company Name certify that 1.1c, rr.n'�N(AA111nojia-in does not: Company Name 1. Participate in a boycott of Israel; and 2. Is not on the Scrutinized Companies that Boycott Israel List; and 3. Is not on the Scrutinized Companies with Activities in Sudan List; and 4. Is not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; and 5. Has not engaged in business operations in Syria. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to the Contractor of the City's determination concerning the false certification. The Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If the Contractor does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Florida Statute § 287.135. Section 287.135, Florida Statutes, prohibits the City from: 1) Contracting with companies for goods or services in any amount if at the time of bidding on, submitting a proposal for, or entering into or renewing a contract if the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, F.S. or is engaged in a boycott of Israel; and 128 2) Contracting with companies, for goods or services over $1,000,000.00 that are on either the Scrutinized Companies with activities in the Iran Petroleum Energy Sector List, created pursuant to s. 215.473, or are engaged in business operations in Syria. As the person authorized to sign on behalf of the Contractor, I hereby certify that the company identified above in the section entitled "Contractor Name" does not participate in any boycott of Israel, is not listed on the Scrutinized Companies that Boycott Israel List, is not listed on either the Scrutinized Companies with activities in the Iran Petroleum Energy Sector List, and is not engaged in business operations in Syria. I understand that pursuant to section 287.135, Florida Statutes, the submission of a false certification may subject the company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the City for goods or services may be terminated at the option of the City if the , company is found to have submitted a false certification or has been placed on the Scrutinized Companies with Activities in Sudan list or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List. COMP AN NAME P SIGNATURE WX(Mc.1e, M -101 W"' PRINT NAME 90§, .enk TITLE 129 AGREEMENT; IN WTTMESS WHEREOF, the parties to these presents have executed this contract in three (3) counterparts;, each of which shall be deemed an original, in the Year and Day first mentioned above. ATT Ranco Shmu , City Clark (SEAL) wrMM as to ONTRACTOR) ESS( toCONTRACTOR) ADDRESS: , PHONEC\"lj _ 3 0 7u 130 Attachment "B" 131 TranSystems TR�NSYSTEMS 3230 Commercial Blvd., Suite 450 Fort Lauderdale, FL 33309 Tel (954) 653 4700 www.transystems.com Time and Material Fee Schedule PROFESSIONAL SERVICES: RATE PER HOUR($) Sr. Planning Manager 185.00 Planning Manager 175.00 Senior Planner 150.00 Planner 100.00 SUPPORT SERVICES: Clerical 75.00 Project Administrative Assistant 85.00 MISCELLANEOUS: Mileage Mileage set at current federal travel rates Meals & Lodging Subcontracted Services Cost + 151/6 Copies 0.15 Calor Copies 0.75 Paper Prints (B Size, 12" x 18") 0.75 Color - B Size 3.50 Paper Prints (C Size, 18"x24") 1.75 Paper Prints (D Size, 24" x 36") 2.50 Paper Prints (E Size, 30" x42") 2.75 Color Plots or Mylar (C Size, 18" x 24") 20.00 Color Plots or Mylar (D Size, 24" x 36") 25.00 Color Plots or Mylar (E Size, 30" x42") 30.00 [1] 132 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax Attachment "B" TranSystems Corporation — Second Amendment Page 5 of 5 133 TRANSYSTEMS January 9, 2024 Amy Canales, AICP Planning and Zoning Director City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, FL 33160 Subject: Text Amendments and Visioning Dear Ms. Canales: TranSystems 3230 Commercial Blvd., Suite 450 Fort Lauderdale, FL 33309 Tel (954) 653 4700 www.transystems.com TranSystems is pleased to provide the following proposal to update the city's comprehensive plan and land development code. A recent planning analysis of the comprehensive plan and land development code recommended various tasks to mitigate identified discrepancies between the two documents. The conceptual scope of work below estimates a proposed project path for accomplishing these tasks ("Project"). The Project will be undertaken by our subconsultant, Complete Cities Planning Group, LLC, which specializes in this area of expertise. Purpose The purpose of the scope of work below is to mitigate identified discrepancies between the comprehensive plan and land development regulations as well as to craft a redevelopment vision for the west side of Collins Avenue where there is the most remaining redevelopment potential. The project is divided into phases to focus the work efforts and ensure continual progress. Scope of Work and Schedule The table below depicts the estimated phasing and timeline for the scope of work. [1) 134 TRANSYSTEMS Phase Task Primary Deliverable Estimated Timeline [Assumes January 2024 start] Estimated Cost By Task [Forward of January 18, 2024] 1 East of Collins Text amendments Analysis + Draft $15,500 Avenue- to comprehensive updates - Months 1 Amendments relating plan and land to 4. to densities and development intensities. regulations. LPA Hearing - Month 5 [Includes misc. LDR updates for City Commission - consistency] lst reading: Month 5 Transmit to DEO - Month 5 DEO Review Period - Month 6 City Commission 2nd Reading - Month 7 1 Concurrency related la. Create land Analysis+ Draft $7,000 analysis and updates development updates - Months 1 - regulations 4 implementing concurrency LPA Hearing - requirements Month 5 1b. Establish City Commission - management 11t reading: Month 5 system City Commission 2nd 1c. Determine what Reading - Month 7 the city can support re: additional development [2] 135 TRANSYSTEMS 1 Bonus and TDR 1. Review and Analysis+ Draft $6,500 program analysis and update TDR and updates - Months 1 revisions Bonus programs to 4 in the [Bonuses specific to Comprehensive LPA Hearing - Town Center will be Plan and land Month 5 addressed separately development as part of Task below] regulations. City Commission - 1St reading: Month 5 Transmit to DEO - Month 5 DEO Review Period - Month 6 City Commission 2"d Reading - Month 7 2 Visioning for Town Town Center Vision Overall Public Public Center North Document Outreach Process: Outreach: Months 1- 5 $60,000 [See map attached for [Administrative study area] guidance document Project Website: to create consensus Develop Month 1 Vision regarding general Document: form and design Project Survey. $25,000 expectations. Develop - Month 1 Graphics and Launch -Month 2 **plus sample typologies reproduction utilized for case Focus Group and study examples. Outreach: Months 2- materials Regulatory 5 costs language to be developed through Commission land development Workshop: regulation Month 6 amendments.] Develop Vision Document: Months 6-10 Final Vision Doc. Presentation: Month 11 [3] 136 TRGNSYSTEMS Conceptual Public Outreach Plan We understand the importance of community participation in ensuring a successful final project. We emphasize engagement as starting early and occurring often. It is an enduring task throughout the lifetime of a project. To be successful we must meet people where they are at. This means offering a wide range of opportunities to be involved at all levels, whether it is an open email comment box, a pop-up tent at a scheduled community event, or a dedicated workshop. We propose the following public participation typologies: 1. Online public survey [visual preference survey] 2. Pop-up events at existing community events [local market etc.] a. Cities to attend two (2) events. b. Prepare city staff with materials to operate additional events. 3. Planned stakeholder focus group workshops [virtual engagement option offered]. a. Series of three workshops proposed. 4. Commission workshop. 5. Project website page with updates, meeting dates, draft materials, and free -form comment box. Fee and Invoicing The project is scoped as a lump sum project with a fee of $114,000. Fees by phase are provided for estimating purposes and are not intended to constrain budget to certain components. Monthly invoices will be prepared on a percent complete basis. in 137 TOTAL - FY 23/24 Approx. 11 months 1 $114,000 The following task is not included in the FY -23 budget and may be budgeted for separately. Below is a fee estimate, to be refined upon completion of the Vision Document. Land Development Amendments to the TBD. Based on $25,000 - Regulations [Town land development extent of revisions. $45,000 Center North] regulations. Modification Est. 4 - 6 months of existing Due to wide ranging drafting process to regulations potential results - start after and graphics scope, timeline, and finalization of Vision (depending cost estimate to be Document. on extent). provided after visioning effort has $75,000 - completed. $100,000 Overhaul code and graphics. Conceptual Public Outreach Plan We understand the importance of community participation in ensuring a successful final project. We emphasize engagement as starting early and occurring often. It is an enduring task throughout the lifetime of a project. To be successful we must meet people where they are at. This means offering a wide range of opportunities to be involved at all levels, whether it is an open email comment box, a pop-up tent at a scheduled community event, or a dedicated workshop. We propose the following public participation typologies: 1. Online public survey [visual preference survey] 2. Pop-up events at existing community events [local market etc.] a. Cities to attend two (2) events. b. Prepare city staff with materials to operate additional events. 3. Planned stakeholder focus group workshops [virtual engagement option offered]. a. Series of three workshops proposed. 4. Commission workshop. 5. Project website page with updates, meeting dates, draft materials, and free -form comment box. Fee and Invoicing The project is scoped as a lump sum project with a fee of $114,000. Fees by phase are provided for estimating purposes and are not intended to constrain budget to certain components. Monthly invoices will be prepared on a percent complete basis. in 137 TRFNSYSTEMS Additional Services / Exclusions Additional services or work outside of the above -noted scope of work will not be performed without written authorization and will be performed at the approved hourly rates. Specific exclusions include any work products and tasks outside of the scope of work. Reliance of Information; Responsibilities of "it Information provided by the City in conjunction with the project shall be relied upon in undertaking the tasks as outlined in the scope of work. It is agreed that if the need for additional work or revisions to work already underway arise due to issues related to information provided, then the city will be billed at the hourly rate included in this proposal. All time frames outlined in this agreement depend upon prompt responses from the city. [5j 138 TRANSYSTEMS Exhibit A: Visioning Study Area CrfY of �SLIEIS6 Ln -y City of Sunny Isles Beach Future Land Use Map 2016-2030 �- Corporate City Limits Low Density Residential Low to Medium Density Residential Medium Density Residential { Medium to High Density Residential Mixed Use- High Density Resort Mixed Use - Business Neighborhood - Business Community Facilities Recreation - Open Space _ y � Conservation Town Center - North Town Center - South Water This map or any other map round on the City's webslle are not owal maps or tire City or Sunny Isles Beach unless approved by the Oopadmonl of Economic Opportunity (formerly knovm as Department of Conanun3y Affairs). Officlot Cay's maps can be found at the Office of the City Clork or at the Department of Economic Opportunity. SAN' W+j }+• E 0 0.25 0.5 Mlles Date: 10.16-2022 Map: PZ068 a 139 tie c,rx yr sW + Ise City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 (305) 947-0606 City Hall (305) 949-3113 Fax MEMORANDUM TO: Honorable Mayor and City Commissioners VIA: Stan Morris, City Manager FROM: Amy Canales, Planning & Zoning Director DATE: January 18, 2024 RE: Second Amendment to the Agreement with TranSystems Corporatior Consultants to increase the compensation amount.A RECOMMENDATION: Staff recommends approval of this Resolution. REASONS: In January 2022, the City Commission approved an agreement with SEPI Construction and Engineering Inc. to provide general planning services, on an as -needed basis (Reso 2022-3290). An amendment to the contract was executed, as SEPI Construction and Engineering merged and transferred all of it! operations and assets to TranSystems Corporation Consultants. At this time, the City desire! pursuance of a planning project to mitigate identified discrepancies between the City's comprehensive plan and land development regulations. Included in this project is development of a vision for the west side of Collins Avenue, which will include community participation to ensure a successful final project. The first amendment of the contract was an assignment to TranSystems Corporation. This seconc amendment is to increase the compensation by an additional $120,000 for planning and zoning consulting services, using budgeted funds. This brings the total contract amount not to exceed $220,000. FUNDING SOURCE: Funds have been appropriated in account no. 001-4-5241-431000-00000. ATTACHMENTS: Item Number: 10.0 W, Resolution Second Amendment Item Number: 10.0 96