HomeMy WebLinkAboutReso 2025-3817RESOLUTION NO. 2025 - -3
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH,
FLORIDA, APPROVING A SECOND AMENDMENT TO THE AGREEMENT WITH
M.T. CAUSLEY, LLC TO PROVIDE NON-EXCLUSIVE STRUCTURAL INSPECTION
AND PLANS REVIEW SERVICES ON AN AS -NEEDED BASIS, IN AN AMOUNT NOT
TO EXCEED TWO HUNDRED FIFTY THOUSAND DOLLARS AND NO CENTS
($250,000.00); 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, the City of Sunny Isles Beach (the "City") was in need of a firm to provide
non-exclusive structural inspection and plans review services on an as -needed basis (the
"Services"); and
WHEREAS, on December 7th, 2023, the City Manager executed an Agreement with M.T.
Causely, LLC (the "Firm") to provide the City with the Services, in an amount not to exceed
$50,000.00 ("Original Agreement"); and
WHEREAS, on July 18th, 2024, the City Manager executed a First Amendment to the
Agreement with M.T. Causley, LLC (the "Firm") to provide the City with the Services, in an
amount not to exceed $200,000.00; and
WHEREAS, the Services of the Original Agreement were procured utilizing the City of
Doral, Florida, Contract No. RFQ 2023-04 ("Doral RFQ'); and
WHEREAS, pursuant to Section 62-13(C) of the City's Code of Ordinances, purchases
made under state general service administration contracts, federal, county or other
governmental contracts or competitive bids with other governmental agencies, are exempt
from the competitive bidding requirements set forth in Chapter 62; and
WHEREAS, due to the City's unsuccessful efforts to fill several inspector vacancies, there
is still a need to utilize the Services of the Firm; and
WHEREAS, the City Commission wishes to approve a Second Amendment to the Original
Agreement with the Firm for the Services, in an amount not to exceed Two Hundred Fifty
Thousand Dollars and No Cents ($250,000.00), bringing the total contract amount not to exceed
Five Hundred Thousand Dollars and No Cents ($500,000.00), 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 the Firm to provide the Services on an as -needed
basis, in an amount not to exceed Two Hundred Fifty Thousand Dollars and No Cents
($250,000.00), bringing the total contract amount not to exceed Five Hundred Thousand Dollars
and No Cents ($500,000.00), attached hereto as Exhibit "A".
@BCL@F005BB67.doc Page 1 of 2 200
Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said
amendment.
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.
1'
,'ATTEST:
Mauric
PASSED AND ADOPTED on this 17th day of April, 2025.
BetancuV, CMC, City Clerk
Lari echin, Payor
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
ain E. Boileau, for Nabors, Giblin &
Nickerson, P.A., City Attorney
�-.iwSeconded by: 414yoc �6w
Vote:
Mayor Svechin (Yes) (No)
Vice Mayor Lama (Yes) (No)
Commissioner Joseph (Yes) (No)
Commissioner Stuyvesant '(Yes) (No)
Commissioner Viscarra 2�14 (Yes) (No)
@BCL@FOOSBB67.doc Page 2 of 2 201
o" SONNY isFse
h -
S7
SECOND AMENDMENT TO THE PROFESSIONAL SERVICES
y�• Fla�r
`°r oFSUN.Ny AGREEMENT BETWEEN THE CITY OF SUNNY
ISLES BEACH AND M.T. CAUSLEY, LLC
THIS SECOND AMENDMENT TO THE AGREEMENT between the CITY OF
SUNNY ISLES BEACH ("City") and M.T. CAUSLEY, LLC, a Florida limited liability
company, whose Federal Employer Identification (FEI) Number is 65-0782808 ("Consultant"),
executed this 2a! day of April, 2025, is made a part of the original Professional Services
Agreement between the City and Consultant, dated December 7, 2023 ("the Agreement"), as
amended on July 24, 2024, 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 "Fee Schedule," to provide additional compensation for Services in an amount
not to exceed Two Hundred Fifty Thousand Dollars and No Cents ($250,000.00). The additional
compensation provided herein will bring the total Agreement not -to -exceed amount to Five
Hundred Thousand Dollars and No Cents ($500,000.00).
2. CONSULTANT ACCESS TO RECORDS. City and Consultant also wish to amend
Section 20 of the Agreement, entitled "Consultant Access to Records," as follows:
20. City and Consultant acknowledge that Consultant requires access to certain records
and have access to certain City owned and operated systems and software in order
for Consultant to perform the Services under this Agreement. Accordingly, City
will either provide Consultant such data from the records as Consultant may
reasonably request or grant Consultant access to its records and records
management software and systems so that Consultant may use such data. Data,
documents, and any information provided to or downloaded by Consultant pursuant
to this Section shall be used by Consultant solely in accordance with the terms of
this Agreement. Consultant is subject to, and shall abide by, the City's
Information Technology & Cybersecurity Policies.
3. HUMAN TRAFFICKING. Pursuant to Section 787.06, Florida Statutes, entitled
"Human Trafficking," a governmental entity cannot execute, renew, or extend a contract with a
nongovernmental entity that uses coercion for labor or services, as defined in Section 786.06(2),
Florida Statutes. Consultant must submit the affidavit that is attached to this agreement as
Attachment `B," signed by an officer or an authorized representative of the Consultant, under
penalty of perjury, attesting that Consultant does not use coercion for labor or services as defined
in Section 786.06(2), Florida Statutes. Submitting a false certification shall be deemed a material
breach of contract.
4. SCRUTINIZED COMPANIES. Pursuant to Florida Statutes Section 287.135, and
subject to limited exceptions contained therein, a company is ineligible to, and may not, bid on,
submit a proposal for, or enter into or renew a contract with an agency or local governmental entity
for goods or services if at the time of bidding, submitting a proposal for, or entering into or
renewing a contract, the company is on the Scrutinized Companies that Boycott Israel List or is
engaged in the boycott of Israel. Companies must certify that it 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 company submitted a false certification,
M.T. CAUSLEY, LLC — SECOND AMENDMENT Page 1 of 7
202
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
or at the time of bidding, submitting a proposal for, or entering into or renewing a contract, is listed
on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with
Activities in the Iran Terrorism Sectors List, created pursuant to Florida Statute Section 215.473,
or is 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. Consultant must submit the certification that is attached to this agreement as
Attachment "C." 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 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.
5. OTHER PROVISIONS REMAIN IN EFFECT. Except as specifically modified herein,
all terms and conditions of the original Agreement between the parties, dated December 7, 2023,
as amended on July 24, 2024, shall remain in full force and effect.
6. 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 Attachment "A."
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as
of the date mentioned above.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGE TO FOLLOW]
M.T. CAUSLEY, LLC — SECOND AMENDMENT Page 2 of 7
203
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
M.T. CAUSLEY, LLC
BY: r/
hew K. ausley, President
STATE OF FLORIDA:
COUNTY OF MIAMI-DADE:
The foregoing instrument was acknowledged before me by means of 1 physical presence or ❑
online notarization, this 21 st day of April, 2025, by Matthew K. Causley, as President of M.T.
Causley, LLC.
(SEAL)
Notary Pubilo State of Florida
Gladys G Zublrl
([ll My Commission HH 377898
Expires 07/2812028
Personally Known X or Produced Identification
Type of Identification Produced:
Publi , Mate of Florida
Signature of Notary Public)
Gladys G. Zubiri
(Print, Type, or Stamp
Commissioned Name of Notary
Public)
[ADDITIONAL SIGNATURE PAGE TO FOLLOW]
M.T. CAUSLEY, LLC — SECOND AMENDMENT Page 3 of 7
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
ATTEST: CITY OF S ISLES BEACH
BY: BY:
Mauri 'b'Betancu Tarisa Sv chin, Mayor
CMC City "Clerk
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
BY: V 0 4 V. 6 . �--,e
Alain E. Boileau, for Nabors, Giblin
& Nickerson, P.A., City Attorney
M.T. CAUSLEY, LLC — SECOND AMENDMENT Page 4 of 7
205
U4 SINN Y igFo
r ' ' FIRST AMENDMENT TO THE PROFESSIONAL SERVICES
r•.. .N AGREEMENT BETWEEN THE CITY OF SUNNY
ISLES BEACH AND M.T. CAUSLEY, LLC
THIS FIRST AMENDMENT TO THE AGREEMENT between the CITY OF SUNNY
ISLES BEACH ("City") and M.T. CAUSLEY, LLC, a Florida limited liability company, whose
''JJ
Federal Employer Identification (FEI) Number is 65-0782808 ("Consultant"), executed this 2,1A
day of July, 2024, is made a part of the original Professional Services Agreement between the City
and Consultant, dated December 7, 2023 ("the 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 "Fee Schedule," to provide additional compensation for Services in an amount
not to exceed Two Hundred Thousand Dollars and No Cents ($200,000.00). The additional
compensation provided herein will bring the total Agreement not to exceed amount to Two
Hundred Fifty Thousand Dollars and No Cents ($250,000.00).
2. HUMAN TRAFFICKING. Pursuant to Section 787.06, Florida Statutes, entitled
"Human Trafficking," a governmental entity cannot execute, renew, or extend a contract with a
nongovernmental entity that uses coercion for labor or services, as defined in Section 786.06(2),
Florida Statutes. Consultant must submit the affidavit that is attached to this agreement as
Attachment `B," signed by an officer or an authorized representative of the Consultant, under
penalty of perjury, attesting that Consultant does not use coercion for labor or services as defined
in Section 786.06(2), Florida Statutes. Submitting a false certification shall be deemed a material
breach of contract.
3. SCRUTINIZED COMPANIES. Pursuant to Florida Statutes Section 287.135, and
subject to limited exceptions contained therein, a company is ineligible to, and may not, bid on,
submit a proposal for, or enter into or renew a contract with an agency or local governmental entity
for goods or services if at the time of bidding, submitting a proposal for, or entering into or
renewing a contract, the company is on the Scrutinized Companies that Boycott Israel List or is
engaged in the boycott of Israel. Companies must certify that it 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 company submitted a false certification,
or at the time of bidding, submitting a proposal for, or entering into or renewing a contract, is listed
on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with
Activities in the Iran Terrorism Sectors List, created pursuant to Florida Statute Section 215.473,
or is 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. Consultant must submit the certification that is attached to this agreement as
Attachment "C." 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 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.
101
M.T. CAUSLEY, LLC — FIRST AMENDMENT Page 1 of 7
206
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
4. OTHER PROVISIONS REMAIN IN EFFECT. Except as specifically modified herein,
all terms and conditions of the original Agreement between the parties, dated December 7, 2023,
shall remain in full force and effect.
5. 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.
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[SIGNATURE PAGE TO FOLLOW]
102
M.T. CAUSLEY, LLC —FIRST AMENDMENT Page 2 of 7 207
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
M.T. CAUSLEY, LLC
BY:
Matthew K/Causley, President
STATE OF FLORIDA:
COUNTY OF MIAMI-DADE:
The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑
online notarization, this 5th day of July , 2024, by Matthew K. Causley, as President of
M.T. Causley, LLC.
Notary Public State of Florida
E Gladys G Zubirl
My Commission HH 294758
Expires 7/2812028
Personally Known X_ or Produced Identification _
Type of Identification Produced:
__ JI
, '_' ' �; - - -,
N Cary. • Ru e; State of Florida
(Signature of Notary Public)
Gladys G. Zubiri
(Print, Type, or Stamp
Commissioned Name of Notary
Public)
[ADDITIONAL SIGNATURE PAGE TO FOLLOW]
103
M.T. CAUSLEY, LLC —FIRST AMENDMENT Page 3 of 208
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
ATTEST: CITY OF UN ISLES BEACH
BY: BY:
Maur cio e an r Larisa Svechin, Mayor
CMC City Clerk
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
BY:
lain E. Boileau, for Nabors, Giblin
& Nickerson, P.A., City Attorney
104
M.T. CAUSLEY, LLC — FIRST AMENDMENT Page 4 of 7 209
PROFESSIONAL SERVICES AGREEMENT
BETWEEN CITY OF SUNNY ISLES BEACH, FLORIDA
AND M.T. CAUSLEY, LLC
This Professional Services Agreement ("Agreement") is made and entered into this $—day of December, 2023,
by and between the City of Sunny Isles Beach, a Florida municipal corporation ("Municipality") and M.T. Causley,
LLC, a wholly owned subsidiary of SAFEbuilt, LLC, ("Consultant"). Municipality and Consultant shall be jointly
referred to as "Parties".
RECITALS
WHEREAS, Municipality is in need of non-exclusive structural inspection and plans review services on an
as -requested basis ("Services"); and
WHEREAS, Consultant is ready, willing, and able to perform the Services; and
WHEREAS, the City of Doral issued Request for Qualifications RFQ No. 2023-04, "Building Inspection and
Plans Review Services," appended hereto as Exhibit "A" and on August 22, 2023, the City of Doral entered into an
Agreement with Consultant, appended hereto as Exhibit "B," for an initial three (3) year period terminating August
22, 2026, with the option to renew for two (2) additional one-year terms;and
WHEREAS, Municipality desires to enter Into an agreement with Consultant, using the City of Doral's
solicitation information, and Consultant's response thereto, in a total contract not -to -exceed amount.of Fifty
Thousand Dollars and No Cents ($50,000.00), to provide the Services as described herein, and subject to the terms
and conditions contained herein; and
WHEREAS, pursuant to Municipality'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;
NOW THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged,
the Municipality and Consultant agree as follows:
1. TERM AND CONDITIONS
Except as otherwise stated herein; the terms and conditions of this Agreement herein, as well as of the City
of Doral's Agreement, RFQ and Consultant's responses thereto, shall form the bases of this Agreement with
the Municipality.
2. COMMENCEMENT AND COMPLETION
The term of this Agreement commences upon full execution of this Agreement and shall expire on August 22,
2026. Contingent upon the renewal of the City of Doral Agreement, Municipality reserves the right to extend
this Agreement for two (2) additional one-year term provided both parties agree to the extension and such
extension is approved by Municipality.
3. CHANGES TO SCOPE OF SERVICES
Any changes to Services between the Municipality and Consultant shall be -made in writing that shall
specifically designate any changes in Service levels and compensation for the Services. Both Parties shall
determine a mutually agreed upon solution to alter services levels and a transitional timeframe that is
mutually beneficial to both Parties. No changes shall be binding absent a written Agreement or Agreement
Amendment executed by both Parties.
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210
4. SCOPE OF SERVICE
Consultant shall provide code compliant inspection and plan review services on an as -requested basis during
normal business hours. Consultant will perform Services in accordance with codes, amendments and
ordinances adopted by the elected body of Municipality, as well as state law. The qualified professionals
employed by Consultant.will maintain current certifications, certificates, licenses as required for Services that
they provide to Municipality in accordance with Chapter 468, Florida Statutes.
5. FEE SCHEDULE
— Consultant fees for Services provided pursuant to this Agreement, in a total contract amount not -to -
exceed Fifty Thousand Dollars and No Cents ($50,000.00), will be as follows:
Service
$t9hdard au At
Inspection Services $125.00 per hour
— Includes Building, Roofing, Mechanical, Electrical
and Plumbing
Plan Review Services $125.00 per hour
— Includes Building, Roofing, Mechanical, Electrical and
Plumbing
Plan Review Services $185.00 per hour
— Structural Only
Building Official $155.00 per hour
Permit Technician $85.00 per hour
*Services requested beyond CITY's normal business hours will be invoiced at one -
and -a -half (1.5) times the standard hourly rate, minimum two (2) hours.
Services requested on a Saturday will be invoiced at one -and -a -half (1.5) times
the standard hourly rate, minimum four (4) hours.
Services requested on a Sunday or US Federal Holiday will be invoiced at two (2)
times the standard hourly rate, minimum four (4) hours.
6. INVOICE & PAYMENT STRUCTURE
Consultant will invoice the Municipality on a monthly basis and provide all necessary supporting
documentation. All payments are due to Consultant within 30 days of Consultant's invoice date. Payments
owed to Consultant but not made within sixty (60) days of invoice date shall bear simple interest at the rate
of one and one-half percent (1,5%) per month. If payment is not received within ninety (90) days of invoice
date, Services will be discontinued until all invoices and interest are paid in full. The Municipality may request,
and the Consultant shall provide, additional information before approving the invoice. When additional
information is requested the Municipality will identify specific disputed item(s) and give specific reasons for
any request. Undisputed portions of any invoice shall be due within 30 days of Consultants invoice date,'If
additional Information is requested, Municipality will submit payment within thirty (30) days of resolution of
the dispute.
7. TERMINATION
Either party may terminate this Agreement, or any part of this Agreement upon ninety (90) days written
notice, with or without cause and with no penalty or additional cost beyond the rates stated in this Agreement.
In case of such termination, Consultant shall be entitled to receive payment for work completed up to and
including the date of termination within thirty (30) days of the termination.
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211
8. NOTICES
Any notice under this Agreement shall be in writing and shall be deemed sufficient when presented in person,
or sent, pre -paid, first-class United States Mail, or delivered by electronic mail to the following addresses:
If to the Municipality:
Stan Morris, City Manager
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, FL 33160
Email: smorris@sibfl.net
If to the Consultant:
Matthew K. Causley, President
M.T. Causley, LLC
10720 Caribbean Blvd, Suite 650
Cutler Bay, FL 33189
Email: mtc@mtcinspectors.com
CC: Jeannie Fabian, Account Manager
Email: Jeannie@mficinsoectors.com
9. FORCE MAIEURE
Any delay or nonperformance of any provision of this Agreement by either Party (with the exception of
payment obligations) which is caused by events beyond the reasonable control of such party, shall not
constitute a breach of this Agreement, and the time for performance of such provision, if any, shall be deemed
to be extended for a period equal to the duration of the conditions preventing such performance.
10. WAIVER
Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of
any right or power arising out of this Agreement shall not be deemed waiver -of any other right or power.
11. INDEPENDENT CONTRACTOR
Consultant is an independent contractor, and, except as provided otherwise in this section, neither
Consultant, nor any employee or agent thereof, shall be deemed for any reason to be an employee or agent
of Municipality. Municipality shall have no liability or responsibility for any direct payment of any salaries,
wages, payroll taxes,'or any and all other forms or types of compensation or benefits to any personnel
performing services for Municipality under this Agreement. Consultant shall be solely responsible for all
compensation, benefits, insurance and employment-related rights of any person providing Services hereunder
during the course of or arising or accruing as a result of any employment, whether past or present, with
Consultant.
Consultant and Municipality agree that Consultant will provide similar service to oth6r clients while under
contract with Municipality and Municipality acknowledges that Consultant employees may provide similar
services to multiple clients. Consultant shall at its sole discretion assign and reassign qualified employees, as
determined by Consultant, to perform services for Municipality. Municipality may request that a specific
employee be assigned to or reassigned from work under this Agreement and Consultant shall consider that
request when determining staffing. Consultant shall determine all conditions of employment for its
employees, including hours, wages, working conditions, promotion, discipline, hiring and
discharge. Consultant exclusively controls'the manner, means and methods by which services are provided
to Municipality, including attendance at meetings, and Consultant's employees are not subjecttothe direction
and control of Municipality. Except where required by Municipality to use Municipality information
technology equipment or when requested to perform the services from office space provided by the
Municipality, Consultant employees shall perform the services using Consultant information technology
equipment and from such locations as Consultant shall specify. No Consultant employee shall be assigned a
Page 3 of 9
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212
Municipal email address as their exclusive email address and any business cards or other IDs shall state that
the person is an employee of Consultant or providing Services pursuant to a contractual agreement between
Municipality and Consultant.
It is the intention of the Parties that Consultant shall be deemed to be an agent of the Municipality for
purposes of Section 768.28 Florida Statute.
12. INDEMNIFICATION
To the fullest extent permitted by law, Consultant shall defend, indemnify, and hold harmless Municipality, its
elected and appointed officials, employees and volunteers and others working on behalf of Municipality, from
and against any and all third -party claims, demands, suits, costs (including reasonable legal costs), expenses,
and liabilities ("Claims") alleging personal injury, including bodily injury or death, and/or property damage,
but only to the extent that any such Claims are caused by the negligence of Consultant or any officer,
employee, representative, or agent of Consultant. Consultant shall have no obligations under this Section to
the extent that any Claim arises as a result of Consultant's compliance with Municipal law, ordinances, rules,
regulations, resolution, executive orders or other instructions received from Municipality.
To the fullest extent permitted by law and without waiver of governmental immunity, Municipality shall
defend, indemnify, and hold harmless Consultant, its officers, employees, representatives, and agents, from
and against any and all Claims alleging personal injury, including bodily injury or death, and/or property
damage, but only to the extent that such Claims are caused by (a) the negligence of, or material breach of any
obligation under this Agreement by, Municipality or any officer, employee, representative, or agent of
Municipality or (b) Consultant's compliance with Municipal law, ordinances, rules, regulations, resolutions,
executive orders or other instructions received from Municipality. If either Party becomes aware of any
incident likely to give rise to a Claim under the above indemnities, it shall notify the other and both Parties
shall cooperate fully In investigating the incident.
13. LIMITS OF LIABILITY
EXCEPT ONLY AS MAY BE EXPRESSLY SET FORTH HEREIN, CONSULTANT EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ERROR -FREE OPERATION,
PERFORMANCE, ACCURACY, OR -NON-INFRINGEMENT. EXCEPT TO THE EXTENT ARISING FROM
MUNICIPALITY'S PAYMENT OBLIGATIONS FOR SERVICES, IN NO EVENT SHALL CONSULTANT OR MUNICIPALITY
BE LIABLE TO ONE ANOTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, EXEMPLARY, OR
SPECIAL DAMAGES INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUES. LOST
DATA OR OTHER INFORMATION, OR LOST BUSINESS OPPORTUNITY, REGARDLESS OF THE FORM OF ACTION,
WHETHER IN CONTRACT, INDEMNITY, NEGLIGENCE, WARRANTY, STRICT LIABILITY, OR TORT, EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF
ANY REMAINING REMEDY. EXCEPT WITH RESPECT TO PAYMENT OBLIGATIONS FOR SERVICES, IN NO EVENT
SHALL THE LIABILITY OF MUNICIPALITY OR CONSULTANT UNDER THIS AGREEMENT FROM ANY CAUSE OF
ACTION WHATSOEVER (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR UNDER
ANY OTHER LEGAL THEORY, AND WHETHER ARISING BY NEGLIGENCE, INTENTIONAL CONDUCT, OR
OTHERWISE) EXCEED THE GREATER OF THE AMOUNTOF FEES PAID TO CONSULTANT PURSUANTTO THIS AGREEMENT
OR THE AVAILABLE LIMITS OF CONSULTANTS INSURANCE (SUCH LIMITS DEFINE MUNICIPAL MAXIMUM LIABILITY TO
THE SAME EXTENTAS IF MUNICIPALITY HAD BEEN OBLIGATED TO PURCHASETHE POLICIES).
14. INSURANCE
Consultant shall secure and maintain throughout the duration of this Agreement insurance of such type and in such
amountsas required by City of Doral RFQNo. 2023-04. Municipality shall be named as an additional insured on all policies
with the exception of Workers' Compensation. Certificates of Insurance shall be provided to Municipality atthe time of
execution of this Agreement and certified copies provided upon request. Each policy certificate shall be endorsed with a
provision that not less than thirty (30) calendar days' written notice shall be provided to Municipality before any policy or
coverage is cancelled or restricted, or in accordance with policy provisions.
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15. SOLICITATION/HIRING OF CONSULTANT'S EMPLOYEES
During the term of this Agreement and for one year thereafter, Municipality shall not solicit, recruit or hire,
or attempt to solicit, recruit or hire, any employee or former employee of Consultant who provided services
to Municipality pursuant to this Agreement ("Service Providers"), or who interacted with Municipality in
connection with the provision of such services (including but not limited to supervisors or managers of Service
Providers, customer relations personnel, accounting personnel, and other support personnel of
Consultant). The Parties agree that this provision is reasonable and necessary in order to preserve and protect
Consultant's trade secrets and other confidential information, its investment in the training of its employees,
the stability of its workforce, and its ability to provide competitive building department programs in this
market. If any provision of this section is found by a court or arbitrator to be overly broad, unreasonable in
scope or otherwise unenforceable, the Parties agree that such court or arbitrator shall modify such provision
to the minimum extent necessary to render this section enforceable. In the event that Municipality hires any
such employee duringthe specified period, Municipality shall pay to Consultant a placement fee equal to 100%
of the employee's annual salary including bonus and training cost.
16. OWNERSHIP OF DOCUMENTS
Except as expressly provided In this Agreement, Municipality shall retain ownership of all Materials and of all
work product and deliverables created by Consultant pursuant to this Agreement. The Materials, work
product and deliverables shall be used by Consultant solely as provided in this Agreement and for no other
purposes without the express prior written consent of Municipality. As between Municipality and Consultant,
all work product and deliverables shall become the exclusive property of Municipality when Consultant has
been compensated for the same as set forth herein, and Municipality shall thereafter retain sole and exclusive
rights to receive and use such materials in such manner and for such purposes as determined by it.
Notwithstanding the preceding, Consultant may use the Materials, work product, deliverables, applications,
records, documents and other materials provided to perform the Services or resulting from the Services, for
purposes of (i) benchmarking of Municipality's and other client's performance relative to that of other groups
of customers served by Consultant; (ii) improvement, development marketing and sales of existing and future
Consultant services, tools and products; (iii) monitoring Service performance and making improvements to
the Services. For the avoidance of doubt, Municipality Data will be provided to third parties, other than
hosting providers, development consultants and other third parties providing services for Consultant, only on
an anonymized basis and only as part of a larger body of anonymized data. If this Agreement expires or is
terminated for any reason, all records, documents, notes, data and other materials maintained or stored in
Consultant's secure proprietary software pertaining to Municipality will be exported into a CSV file and
become property of Municipality. Notwithstanding the preceding, Consultant shall own all rights and title to
any Consultant provided software and any improvements or derivative works thereof.
Upon reasonable prior written notice, Municipality and its duly authorized representatives shall have access
to any books, documents, papers and records of Consultant that are related to this Agreement for the
purposes of audit or examination, other than Consultant's financial records, and may make excerpts and
transcriptions of the same at the cost and expense of Municipality.
17. MUNICIPALITY OBLIGATIONS
Municipality shall timely provide all data information, plans, specifications and other documentation
reasonably required by Consultant to perform Services (Materials). Municipality has the right to grant and
hereby grants Consultant a fully paid up, non-exclusive, non -transferable license to use the Materials in
accordance with the terms.of this Agreement.
18. ASSIGNMENT AND SUBCONTRACT
Neither party shall assign all or part of its rights or obligations under this Agreement to another entity without
the written approval of both Parties; consent shall not be unreasonably withheld. Notwithstanding the
preceding, Consultant may assign this Agreement in connection with the sale of all or substantially all of its
assets or ownership interest, effective upon notice to Municipality, and may assign this Agreement to its
parent, subsidiaries or sister companies (Affiliates) without notice to Municipality. Consultant may
subcontract any or all of the services to its Affiliates without notice to Municipality. Consultant may
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subcontract any or all of the services to other third parties provided that Consultant gives Municipality prior
written notice of the persons or entities with which Consultant has subcontracted. Consultant remains
responsible for any Affiliate's or subcontractor's performance or failure to perform. Affiliates and
subcontractors will be subject to the same performance criteria expected of Consultant. Performance clauses
will be included in agreements with all subcontractors to assure quality levels and agreed upon schedules are
met.
19. CONFLICT OF INTEREST
Consultant shall refrain from providing services to other persons, firms, or entities that would create a conflict
of interest for Consultant with regard to providing the Service's pursuant to this Agreement. Consultant shall
not offer or provide anything of benefit to any Municipal official or employee that wou Id place the official or
employee in a position of violating the public trust as provided under Municipality's charter and code of
ordinances, state or federal statute, case law or ethical principles.
20. CONSULTANT ACCESS TO RECORDS
Parties acknowledge that Consultant requires access to Records in order for Consultant to perform its
obligations under this Agreement. Accordingly, Municipality will either provide to Consultant on a daily basis
such data from the Records as Consultant may reasonably request (in an agreed electronic format) or grant
Consultant access to its Records and Record management systems so that Consultant may download such
data. Data provided to or downloaded by Consultant pursuant to this Section shall be used by Consultant
solely in accordance with the terms of this Agreement.
21. E-VERIFY/VERIFICATOIN OF EMPLOYMNET STATUS
Pursuant to FS 448.095, Consultant certifies that is it registered with and uses the U.S. Department of
Homeland Security's E -Verify system to verify the employment eligibility of all new employees hired by
Consultant during the term of the Agreement. Consultant shall not knowingly employ or contract with an
illegal alien to perform work under this Agreement and will verify immigration status to confirm employment
eligibility. If Consultant enters into a contract with a subcontractor to perform work or provide services
pursuant to the Agreement, Consultant shall likewise require the subcontractor to comply with the
requirements of FS 448.095, and the subcontractor shall provide to Consultant an affidavit stating that the
subcontractor does not employ, contract with or subcontract with an unauthorized alien. Consultant will
maintain a copy of such affidavit for the duration of its contract with owner. Consultant is prohibited from
using the E -Verify program procedures to undertake pre-employment screening of job applicants while this
Agreement is being performed.
22. SCRUTINIZED COMPANIES
Consultant verifies that it and any of its affiliates are not scrutinized companies as identified In Section
287.135, F.S. In addition, Consultant agrees to observe the requirements of Section 287.135, F.S., for
applicable sub -agreements entered into for the performance of work under this Agreement. Pursuant to
Section 287.135, F.S., the Municipality may immediately terminate this Agreement if the Consultant, its
affiliates, or its subcontractors are found to have submitted a false certification; or if the Consultant, its
affiliates, or subcontractors are placed on any applicable scrutinized companies list or engaged in prohibited
contracting activity during the term of the Agreement. As provided in Subsection 287.135(3), F.S., if federal
'law ceases to authorize these contracting prohibitions then they shall become inoperative.
23. PUBLIC RECORDS
Pursuant to section 119.071, Florida Statures, Consultant shall comply with Florida's Public Records Act,
Chapter 119, Florida Statutes, and agrees to:
A. Keep and maintain all public records that ordinarily and necessarily would be required by Municipality to
keep and maintain in order to perform. Services under this Agreement.
B. Upon request from Municipality's custodian of public records, provide copies to Municipality within a
reasonable time and public access to said public records on the same terms and conditions that
Municipality would provide the records and at a cost that does not exceed the cost provided in Chapter
119, Florida Statutes, or as otherwise provided by law.
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C. Ensure that said public records that are exempt or confidential and exempt from public records disclosure
requirements are not disclosed except as authorized by law.
D. Meet all requirements for retaining said public records and transfer, at no cost, to Municipality all said
public records in possession of Consultant upon termination of this Agreement and destroy any duplicate
public records that are exempt or confidential and exempt from Chapter 119, Florida Statutes, disclosure
requirements. All records stored electronically must be provided to Municipality in a format that is
compatible with the information technology systems of Municipality.
E. IF CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS AGREEMENT, CONTACT MAURICIO BETANCUR,
THE CUSTODIAN OF PUBLIC RECORDS, AT:
18070 COLLINS AVENUE, 41" FLOOR
SUNNY ISLES BEACH, FL 33160
P: (305) 792-1703
EMAIL: CITYCLERK@SIBFL.NET
24. GOVERNING LAW AND VENUE
The negotiation and interpretation of this Agreement shall be construed under and governed by the laws of
the State of Florida, without regards to its choice of laws provisions. Exclusive venue for any action under this
Agreement, other than an action solely for equitable relief, shall be in the state and federal courts serving
Miami -Dade County and each party waives any and all jurisdictional and other objections to such exclusive
venue.
25. COUNTERPARTS
This Agreement and any amendments may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same instrument. For purposes of executing
this Agreement, scanned signatures shall be as valid as the original.
26. ELECTRONIC REPRESENTATIONS AND RECORDS
Parties hereby agree to regard electronic representations of original signatures as legally sufficient for
executing this Agreement and scanned signatures emailed by PDF or otherwise shall be as valid asthe original.
Parties agree not to deny the legal effect or enforceability of the Agreement solely because it is in electronic
form or because an electronic record was used in its formation. Parties agree not to objectto the admissibility
of the Agreement in the form of an electronic record, or a paper copy of an electronic document, or a paper
copy of a document bearing an electronic signature, on the ground that it is an electronic record or electronic
signature or that it is not in Its original form or is not an original.
27. ENTIREAGREEMENT
This Agreement, along with attached exhibits, constitutes the complete, entire and final agreement of the
Parties hereto with respect to the subject. matter hereof, and shall supersede any and all previous
communications, representations, whether oral or written, with respect to the subject matter hereof.
Invalidation of any of the provisions of this Agreement or any paragraph sentence, clause, phrase, or word
herein or the application thereof in any given circumstance shall not affect the validity of any other provision
of this Agreement.
IN WITNESS HEREOF, the undersigned have caused this Agreement to be executed in their respective names on
the dates hereinafter enumerated.
[SIGNATURE PAGE TO FOLLOW]
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M.T. CAUSLEY, LLC
By: „^-
Name: Matthew K. usle
Title: President
Date: December 7, 2023
STATE OF FLORIDA:
COUNTY OF MIAMI-DADE:
The foregoing instrument was acknowledged before me by means of X physical presence or ❑ online
notarization, this 7th day of December, 2023, by Matthew K. Causley, as President of M.T. Causley, LLC.
(SEAL)
Notary Public Slate of Florida
Gladys io ZUbirl
My commission HH 294758
Expires 7/28/2026
Personally Known X or Produced Identification
Type of Identification Produced:
Nott lic, State of Florida
ignature of Notary Public)
Gladys G. Zubid
(Print, Type, or Stamp Commissioned Name of Notary
Public)
[ADDITIONAL SIGNATURE PAGE TO FOLLOW)
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CMC City Clerk
CRY OF SUNNY ISLES BEACH
-A
Stan Morris, City Manager
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
BY:
Alain E. Boileau, for Nabors, Giblin
& Nickerson, P.A., City Attorney
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CFrk QfFLO
S'J �+ ASV
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: Dylan Battles, Building Official
DATE: April 17, 2025
RE: Second Amendment of Professional Services Agreement Between the City of
Sunny Isles Beach and M.T. Causley, LLC
RECOMMENDATION:
Staff recommends approval of this Resolution.
REASONS:
On December 7, 2023, the city entered into a Professional Service Agreement with M.T. Causley, LLC for
non-exclusive structural inspection and plan review services on an as -needed basis. The city entered
into this agreement using the City of Doral's solicitation information, and Consultant's response, in a
total contract not -to exceed $50,000.
Through Resolution No. 2024-3681, approved July 18, 2024, the City approved the first amendment to
that agreement to increase the spending authority to $250,000.00. However, due to the Building
Department's unsuccessful efforts to fill several inspector vacancies, the department continues to have
the need to utilize the services provided under this agreement. The city desires to enter into a second
amendment to increase the not -to -exceed amount from $250,000 to $500,000 to cover the workload in
the Building Department for the remainder of the contract term, ending August 22, 2026.
FUNDING SOURCE:
Building Department Professional Services Account 140-4-5150-431000-00000.
ATTACHMENTS:
Resolution
Second Amendment
Item Number: 9.E
198
Item Number: 9.E
199