HomeMy WebLinkAboutReso 2025-3913RESOLUTION NO. 2025 - 1
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH,
FLORIDA, APPROVING A FIRST AMENDMENT TO THE CONTINUING SERVICES
AGREEMENT WITH KEITH AND ASSOCIATES, D/B/A KEITH, TO PROVIDE LANDSCAPE
ARCHITECTURAL SERVICES ON AN AS -NEEDED BASIS; AUTHORIZING THE CITY
MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION;
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, in June 2022, the City of Sunny Isles Beach (the "City") issued Request for
Qualifications No. 22-06-01 (the "RF(X") for Continuing Landscape Architectural Services (the "Services"),
pursuant to the Consultants' Competitive Negotiations Act ("CCNA"); and
WHEREAS, in response to the RFQ, the City received six (6) submissions, which were reviewed by
an Evaluation Committee ("Committee"); and
WHEREAS, the Committee recommended shortlisting the following four (4) qualified firms to
provide the Services to the City:
• Bermello Ajamil & Partners, Inc.
• Calvin, Giordano & Associates, Inc.
• Keith and Associates, Inc., d/b/a KEITH; and
• Miller Legg & Associates, Inc.; and
WHEREAS, on October 20th, 2022, via Resolution No. 2022-3424, the City Commission awarded
the RFQ to, and enter into continuing services contracts with the above listed firms to give the City
flexibility to select the Firm deemed best suited for a particular landscape architectural project when,
and if needed; and
WHEREAS, the City is satisfied with the Services rendered by Keith and Associates, Inc., d/b/a
KEITH (the "Firm") and wishes to exercise its first of two (2) renewal options.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES
BEACH, FLORIDA, AS FOLLOWS:
Section 1. Approval of First Amendment. The City Commission hereby approves a First Amendment
to the Continuing Services Agreement with the Firm to provide the City with the desired Services,
attached here to as Exhibit "A".
Section 2. Authorization of Mayor. The Mayor is hereby authorized to execute said Agreements.
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.
@BCL@B4142A89 Page 1 of 2 175
PASSED AND ADOPTED this 1611 da
k.., Larisa Svec in, Mayor
ATTEST APPROVED AS TO FORM
AND LEGAL SUFFICIENCY:
s
lC �
Maurici Betancur, CMC, City Clerk ain E. Boileau, for Nabors, Giblin &
Nickerson, P.A., City Attorney
pimurMoved by(O"k 15--6 1�econclecl by: "
Vote:
Mayor Svechin
Vice Mayor Lama
Commissioner Joseph
Commissioner Stuyvesant
Commissioner Viscarra
+� (Yes)
(No)
(No)
1Yes)
(Yes)
(No)
4 (Yes)
(No)
(Yes) (No)
@BCL@B4142A89 Page 2 of 2 176
ops° "Y's`Ese FIRST AMENDMENT TO THE CONTINUING SERVICES AGREEMENT
l BETWEEN THE CITY OF SUNNY ISLES BEACH AND KEITH AND
ASSOCIATES, INC., d/b/a KEITH
SB\♦`FLp`OG°
1, of suN .N
THIS FIRST AMENDMENT TO THE CONTINUING SERVICES AGREEMENT
between the CITY OF SUNNY ISLES BEACH (hereinafter "City") and KEITH AND
ASSOCIATES, INC., d/b/a KEITH, whose FederaLVmployer Identification (FEI) No. is 65-
0806421 (hereinafter "Consultant"), executed this ay of October 2025, is made a part of the
original Continuing Services Agreement between the City and Consultant, dated October 31, 2022,
(hereinafter "the Agreement"), attached collectively hereto as Exhibit "1." The City and
Consultant hereby agree as follows:
1. OPTION TO RENEW. Effective November 1, 2025, the City hereby elects to exercise
its option to renew the Agreement for one (1) year, as set forth in Section 4.1 of the Agreement.
There is one remaining one (1) year renewal.
2. AMENDMENT TO EXHIBIT 2 — FEE SCHEDULE. Exhibit "2" attached to the
Agreement is hereby substituted with the updated Fee Schedule attached hereto as Exhibit "2."
3. OTHER PROVISIONS REMAIN IN EFFECT. Except as specifically modified herein,
all terms and conditions of the original Agreement between the parties dated October 31, 2022, as
amended, shall remain in full force and effect.
4. 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 Exhibits "1" and "2."
5. 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. 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 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. Consultants must submit the certification that is attached to this agreement as
Exhibit "3." 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
KEITH & ASSOCIATES, INC. — FIRST AMENDMENT Page 1 of 7
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
shall have the right to terminate the contract and seek civil remedies pursuant to Florida Statute
Section 287.135.
6. 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 Exhibit
"4," signed by anofficer or an authorized representative of the Consultant, under penalty of
perjury, attesting that Consultant does not use coercion for labor or sei vices as defined in Section
786,06(2), Florida Statutes. Submitting a false certification shall be deemed a material breach of
contract.
IN WITNESS WHEREOF, the parties hereto_ have executed. this First Amendment as of
the date mentioned "above.
KITH AND ASSOCIATES, INC,, d/b/a
KEITH
BY:
Pa -et e g,Ilice President
STATE OF FLORIDA:
COUNTY OFYOI,UGI�'�I
The foregoing instrument was acknowledged before me by means of 9physical presence or ❑
online notarization, thisAl day of October 2025, by Paul Weinberg, as Vice President of Keith
and Associates, Inc., d/b/a Keith:
(SEAL)
SHEIaNM WEBER
*061-r-od
NotaryPubllt
State oP Florida
Comm# 1iH338288
Expires 12/5/2026
Personally Known x or Produced Identification _
Type of Identification Produced:
1
Not Public, State of Florida
(Signature of Notary Public)
(Print, Type, or Stamp
Commissioned Name of Notary
Public)
KEITH &ASSOCIATES, INC. — FIRST AMENDMENT Page 2 of 7
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
ATTES>�' CITY rFN ISLES BEACH
,
CMC City
Larisa Syechin, Mayor
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
BY: t
Alain E. Boileau, for Nabors, Giblin
& Nickerson, P.A., City Attorney
KEITH & ASSOCIATES, INC. — FIRST AMENDMENT Page 3 of 7 179
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
EXHIBIT 1
KEITH & ASSOCIATES, INC. — FIRST AMENDMENT Page 4 of 7
o5'N"Yr.tar CONTINUING SERVICES AGREEMENT BETWEEN!
i THE CITY OF SUNNY ISLES BEACH AND KEITH & ASSOCIATES, INC.
si'+.s.4bC
Pot-
LANDSCAPE
orLANDSCAPE ARCHITECTURAL
CONTINUING SERVICES AGREEMENT
This Continuing Services Agreement (hereinafter rel'erred to as the "Agreement") is inade
by and between the CITE' OF SUNNY ISLES BEACH, FLORIDA, a Florida municipal
corporation, (hereinafter referred to as "City"), and KEITH & ASSOCIATES, INC. MIA
KEITH, a Florida corporation authorized to do business in the State of Florida (hereinafter referred
to as "Consultant"), whose Federal I.D. -H is 65-0806421.
WHEREAS, the City solicited proposals from qualified consultants on June 8, 2022,
pursuant to the City Request for Qualifications ("RFQ") No. 22-06-81, which RFQ, and alt
addenda thereto, is attached hereto as FRXHIBIT "A" incorporated within this Agreement by
reference and made a part hereof. Consultant submitted a Response to the RFQ dated June 29,
2422, which Response is attached hereto as EXHIBIT "B" incorporated within this Agreement by
reference and made a part hereof (the "Response to RFQ'). Based upon the Lepresemtations of
Consultant in the Response to RFQ, which representations the City has relied upon, the City
selected the Consultant to provide said Continuing Professional Landscape Architectural services
to the City; and
WHEREAS, the Consultant is willing and able to perform such professional services for
the City within the basic terms and conditions set forth in this Agreement, the RI -Q and the
Response to RFQ; and
WHEREAS, the purpose of this Agreement is not to authorize a specific project, but to set
forth the terms and conditions which shall be incorporated into subsequent supplemental
agreements for specific projects or sct vices when roquircd; and
NOW THEREFORE., in consideration of the mutual terms, conditions, premises, and
covenants set forth below, the City and Consultant agree as follows:
SECTION I SCOPE OF SERVICES
1.1, The Consultant will provide comprehensive landscape architectural services to the City, as
specified in EXHIBIT "C," Scope of Services. The City may, but is not required to, enter
into a Project Agreement or Letter Agreement for any one or any combination of these
Services.
1,2. The Consultant hereby represents to the City, with full knowledge that the City is relying
upon these representations when entering into this Agreement with the. Consultant, that the
Consultant is duly licensed by tine State of Florida and has the professional expertise,
Authorized City Represantativa's tnitlals6ii_ Authorized Gonsultant Representativea Initials:
experience and manpower to perform the services to be provided by the Consultant in a
manner consistent with the standard of care in the industry.
1.3. In accordance with the Consultant's Competitive Negotiations Act, the Consuttant shall, at
the request of the City, provide professional services to the City for additional pmjeots in
which constnictiou costs do not exceed $4,000,000, and/or for study activities where fees
do not exceed $500,000.
SECTION 2 AUTHORIZATION OF SERVICES
2.1 When the need for services for a specific project occurs, the City may, at its sole discretion,
enter into negotiations with tho Consultant for that specific project under the terms and
conditions or this Agreement. The City shall initiate said negotiations by providing the
Consultant with a Scope of Services Request (hereinafter rel`erred to m the "Scope of
Services Request'). The Consultant shall provide a proposal that shall conform to the
Requirements of Section 2.2 below.
2.2. The City and Consultant shall utilize a Project Agreement or a Letter Agreement for each
specific project. The Project Agreement, a copy of which is attached to and incorporated
into this Agreement as EXHIBIT 1Y shall be utilized for all projects requiring design
set -vices andlor Construction Administration Services exceeding $25,000. For projects
requiring design services equal to or less than $25,000 in value, a Letter Agreement shall
be utilized, a copy of which is attached to and incorporated into this Agreement as
EXHIBIT "G," Each Project Agreement or Letter Agreement will include but is not
limited to the following negotiated terms;
A The Scope of Services;
B. The deliverables (e.g. drawings, specifications, cost estimates, etc.);
C, The tine and schedule of performance and term;
D, The method and amount of compensation;
E The persunucl msiga W to tlltV spcuii"rc plolc4t, iuUluclilig, Uut slut hLitiled to:
Consultant's project manager, other staff and subcon ultants, which the City shall
have the right to reject in its sole discretion; and,
F. Atxy modifications to the Project Agreement or Letter Agreement 11or m, i l' mtdually
agived upon by the pat -ties or as required to comply with grants the City has
received.
2,3 The professional services to be rendered by the Consultant shall commence subsequent to
the execution of each Project .Agreement or Letter Agreement, City Staff shall negotiate
And prepare Project Agreements in excess of $54,040 for approval by the City Commission.
The City Manager is authorized to negotiate and execute Letter and/or Project Agreements
for specific projects in which the Consultant's services do not exceed $50,000.
Consultant's Services shall be performed and completed as specified in the Project
Agreement ur Letter Agreement,
Authorized City. Representative's Initials"/i4 Authorized Coneullaitt Representative% Initial&
2.4 The City may, at its sole discretion, utilize the sorvices of another consultant or solicit
Requests for Qualifications for professional services for array project or services outlined in
the R FQ and EXHIQPI' "C;" of this Agreement.
2.5 The City Manager is authorized to sign all Agreement renewals, and extensions to this
Agreement. Amendments to this Agreement shall be approved by the City Commission
and amendments to Project Agreements and Letter Agreements shall be authorized in
accordance with the dollar thresholds specified in Section 2.3.
SECTION 3 . COMPENSATION AND PAYMENT
3.1 The City agrees to pay the Consultant compensation for the services provided for in this
Agreentent pursuant to the fee schedules set Forth in either the Project Agreement or Letter
Agreement, and EXHIBIT 7" Compensation and Method of Payment, which exhibits are
attached to and incorporated in this Agreement. It is acknowledged and agreed to by
Consultant that the dollar limitations set forth in each respective Project Agreement or
Letter Agreement is a limitation upon, and describes the maximum extent of, City's
obligation to reimburse Uonsultant for direct, non -salary expenses, but does not constitute
a limitation upon Consultant's obligation to incur such expenses in the performance of
services hereunder. If City requests Consultant to incur expenses not contemplated,
Consultant shall notify the City's representative in writing and obtain their approval ill
writing prior to incurring such expenses, Nothing in (Itis Agreement shall be construed to
indicate that Consultant shall be obligated to perform services or to incur expenses that
have not been authorized in writing by the City.
SECTION 4 TETE'
4.1 This Agreement shall commance on the date this instrument is fully executed by all parties
and shall end three (3) years Trona the executed date unless and until terminated pursuant
to Section S of this Agreement. Each Project Agreement and Letter Agreement shall
specify the terra agreed to by the City and the Consultant for services to be rendered under
said Project Agreement or Lotter Agreemont. The City, at its solo option, may renew this
Agreement for two (2) additional (1) one-year renewal terms,
4.2 In the event Services are scheduled to end because of the expiration of the Agreement, or
by termination by the City (at the City"; discretion), the Consultant shall continue to
perform the agreed upon Service upon the request of the City Manager, solely for the
purpose and to the extent necessary to complete any unfinished tasks. Project Agreements
and Letter Agreements issued during the contract terra and not completed within the
contract term shall be completed by the Consultant within the time specified in the Project
Agreement or Letter Agreement. Each Project Agreement or Letter Agreement may
provide that the Consultant is to achieve final completion within a time period determined
and agreed upon by both parties from the date appearing in the Notice to Proceed form for
the specified Project. Therefore, the Consultant agrees to begin each Project in conformity
with the provisions set forth in the Project Agreement or Letter Agreement and to perform
it with all due diligence, so as to complete the entire work and Project by the time limits
set forth in the agreed Project Schedule for the specified Project. As to such as Project
Authorized Qy Representative's Initials � Aulharized camultant Reptosenlawo's Inttiale {�l j
Agreements or Letter Agreements that have deadlines, time will be of the essence unless
stated othcnvise_ The C'nmultant shall he compensated for (lie scL vice at the rate in effect
when this extension clause is invoked by the City.
SECTION 5 TERNIINAEON
5.1 Termination for Convenience: This Agreement may be terminated by the City far
convenience upon ten (10) calendar days' written notice to the Consultant, In the event of
such termination, any Services performed by the Consultant under this Agreement shall, at
the option of the City, become the City's property, and the Consultant shall be entitled to
receive compensation for any Services completed pursuant to this Agreement to the
satisfaction of the City up to and through the date of termination. Under no circumstances
shall City make payment for services that have not been peri'ormcd. Additionally, the City
shall not make payment for (lie following items:
5.1.1 Anticipated profits or fees to be earned on completed portions orthe work;
5. l.2 Consequential damages;
5,1.3 Costs incunred in respect to services performed in excess of reasonable quantitative
requirements of this Agreement and Project Agreements) or Letter AgTeement(s);
5.1.4 Expenses of Consultant due to the failure of Consultant or its tubconsultants to
discontinue services after notice of termination has been given to the Consultant;
5.1.5 Losses upon other contracts or from sales or exchanges of capital assets or Internal
Revenue Code Section 1231 assets; and
5.1.6 Damage. or loss caused by delay.
5.2 Termination for Cause: This 1Agreement.may be terminated by the City upon tett (10)
calendar days written notice to the Consultant should the Consultant be adjudged bankrupt,
insolvent, violates the law, or fails to substantially perform in accordance with the material
terns of this Agreement. If, through any cause within reasonable. control, the Consultant
shall fail to Culfill 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. temiinate 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 (14) clays to cure such default, if the default remains
uncured after ten (10) days the City may #eminate 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. 1i` Consultant fails, refitses or is unable to perform any term of this
Agreement, the City shall pay for services rendered as of the date of termination.
5.2.1 in the event of termination, all finished and unfinished documents, data and other
work, product prepared by the Consultatlt shall be delivered to the City and the City
shall compensate the Consultant for all Services satisfactorily performed prior to
the date of termination.
5.2,2 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 the Consultant for the
purposes of set-off until such time as the exact amount of damages due the City
from the Consultant is determined.
Authorized city. Represerntethre's initials; Authorized Consullent Reprosenlative's Initials: ■ * `�
4
5.2.3 in the event that the Consultant is terminated by the City for cause and it is
subsequently determined by a court of competent jurisdiction that such termination
was without cause, such terivination shall thereupon he deemed a termination 11nr
convenience under Section 5.1 and the provisions of Section 5.1 shall govern.
5.3 Termination for Governmental Non -Appropriations: The City is a bona fide
governmental entity of the State of Florida with a fiscal year ending on September 30 of
each calendar year. If the City docs not appropriate sufficient funds to purchase Services
required under this Agreement for any of the City's fiscal years subsequent to the one in
which the Agreement is executed and entered into, then this Agreement shall be terminated
effective upon expiration of the fiscal year in which sufficient funds to continue to the
satisfaction of tho City's obligation under this Agreement were last appropriated by the
City and the City shall not in this sole event be obligated to make any further purchases
beyond said fiscal year.
SECTION G CITY'S RESPONSIBILITIES
6.1 The City shall assist the Consultant by placing at its disposal all reasonably available
information as may be requested in writing by the Consultant and allow reasonable access
to all pertinent Wormation relating to the services to be performed by the Consultant.
6.2 The -City shall furnish to the Consultant, at the Consultant's request, all existing studies,
reports and other reasonably available data pertineut to the services to be provided by the
Consultant.
6.3 The City shall arrange for access to and make all reasonable provisions for the Consultant
to enter upon City's public property as required for the Consultant to perform services.
6.4 In the event that Consultant believes that City is not reasonably complying with the
requirentents of Sections 6.1, 6.2 and 6.3 above, C'on,%gil ant shall immediately provide
written notice within three (3) days of such non-compliance to the City, absent which
Consultant shall be deemed to have waived such non-compliance by City.
SECTION 7 CONSULTANT'S RESPONSIBILITIES
7.1 The Consultant shall comply with all laws, ordinances and governmental rules, regulations,
and orders now or at any time during the term of this Agreement which as a matter o I' law
are applicable to or which affect the procedures of the Consuttant.
7.2 The obligation of the Consultant to comply with governmental requirements is provided
for the purpose of assuring proper safeguards for the protection of persons and property.
7.3 The Cronsultani shall exercise the same degree of care, skill and diligence in the
performance of the services as is ordirxarily provided by s professional architect under
similar circumstances. 11' at any time during the term of any Project Agreement, Letter
Aulhorizod City RepresentalNe a Initials-.4-
2LA Authorized Consuitant Representatives initiaidw
Agreement or the construction of the specific project for- which the Consultant has provided
landscape architectural setvices under a prior Project Agreement or Letter Agreement, it is
determined that the Consultant's documents are incorrect, defective or fail to conform to
the scope of services, due to Consultant's negligent acts or failure to act, errors or
omissions, upon written notification frons the City, the Consultant shall immediately
proceed to correct the work, to -perform services which fail to satisfy the foregoing standard
of care as determined by the City, and Consultant shall compensate the City as provided in
Section 7.3.1 for all costs and expenses associated with correcting said incorrect or
defective work, including any additional testing and inspections. The City's rights and
remedies underthis section are in addition to, and are cumulative of, any and all other rights
and remedies provided by this Agreement, the Project Agreement, the Letter Agreement,
by law, eqdty or otherwise.
7.3.1 Where Consultant's actions m described in Section 7.3 result in a Change Order to
the Contact for Construction with the Contractor, the Consultant shall compensate the City
for the cost of the Change Order work that exceeds the cost of the work had it been included
in the construction documents at the tune that bids Bor oonatniction were received by the
City, plus the total of the Contractor's overhead and fifty -percent (5C1°ln) of profit included
in the approved Change Order.
7.3.2 Any time added to the project schedule in ai Change Order that is a rosult of
Consultant's actions as described in Section 7.3 cannot be claimed by the Consultant as
additional services nor compensated to the Consultant in any wary.
7.4 The Consultant's obligations under Sections 7.3 and 7.3.1 shall survive termination,
cancellation, or expiration of this Agreement or any Project Agreement or Letter
Agreement.
7.5 Any and all drawings, plans, specifications, or other construction or contract documents
prepared by the Consultant shall be accurate, coordinated and adequate rot construction
and shall be in conformity and comply with all applicable law, codes, and regulations.
Products, equipment, and material specified for use shall be readily available unless written
authorization to the contrary is given by the City.
SECTION 8 POLICY OF NON-DISCRIMINATION
9.1 The Consultant shall comply with all federal, state and local laws and ordinances applicable
to the work or payment for work and shall not discriminate on the grounds of race, color,
national origin, sex, gender identity, sexual orientation, age, disability/handicap, religion,
family or income status.
SECTION 9 CODE OF ETHICS
9.1 The Consultant and its employees shall be bound by the provisions of the City Code of
Ethics provided iu Chapter 33 of the Code of the City of Sunny Isles Beach, Florida, as
may be amended from time to time, which standards Shall by this refereaice be made a part
Authorized City Representative's Inilials; n AuthokOd Consultant Reprosentative s InitieAM
of this Agreement as though set forth in full. Tito Consultant agrees to incorporate the
provisions of this Section 9,1 into any subcontract.
SECTION 10 OWNERSHIP OF DOCUMENTSMELIVERABLES
10.1 All subcontracts for the preparation of reports, studies, plans, drawings, specifications, or
other data entered i nto by the Consultant for a project shall provide that all such documents
and rights obtained by virtue of such subcontracts shall become the property of the City.
10.2 All finished or unfinished documents, including, but not limited to, detailed reports,
studies, calculations, plans, drawings, surveys, maps, models, photographs, specifications,
and all other data pertaining to or prepared for the City or furnished by the Consultant
pursuant to this Agreement or any Project Agreement or Letter Agreement shall be and
shall remain at all times, throughout the Project and thereafter, the property of the City,
whether the project for which they are made is completed or not, and shall be delivered by
the Consultant to City within five (5) calendar days atter receipt of written notice,
requesting delivery of said documents. The Consultant shall have the right to keep one
record set of the documents upon completion of the work; however, in no event shall tine
Consultant use, or permit to be used, any of the documents without the City's prior written
authorization_ Any reuse of such documents by the City without the written verification or
adaptation by the Consultant for the specific purpose intended will be at the City's sole
risk.
103 At the conclusion of its work and bel`ore final payment, or from time to tune as may be
required by the City, the Consultant shall release and deliver to the City any and all such
originals; provided, however, that the Consultant may, with the City's approval, reproduce
such originals for the purpose of the Consultant's record file of the, work. The Consultant
shall not sell, copy, or reuse any drawings in total or its part for any other project, exotpt
with the prior written permission of the City.
10.4 All final plans and documents prepared by the Consultant shall bear the endorsement and
seal of it person duty registered as an architect, as appropriato, in the State of Florida.
SECTION II RECORDS/AUDITS
11.1 Consultant shall maintain and shall require its subconsultants to maintain complete and
cormot records, books, documents, papers and accounts pertaining to work performed in
connection with this Agreement including without limitation, reasonable substantiation of
all expenses incurred based on actual costs and of all property acquired or disposed of
hereunder. Such records, books, documents, papers and accounts shall be available at anal
reasonable times for examination and audit by the City or any authorized City
representative with reasonable notice and shall be kept for a period of three (3) years after
the completion of each project to be performed pursuant to this Agreement. Incomplete or
incorrect entries in such records, books, documents, papers or accounts will be grounds f'or
disallowance by or reimbursement to the City of any lees or expenses based upon such
entries. The Consultant shall remit promptly to the City the amount of any adiustment
resulting from audit,
Authorized City Raprownl2 (46Irlilidl�;` 't Authorized Gwaultanr t7epresentalive's Initials
. -� rm/
1 1.7. Rcfilssll of the Consultant to comply with the provisions in this Section shall be grounds
for immediate termination for cause by the City of this Agreement or any Project
Agreement or Letter Agreement.
SECTION 1.2 NO CONTINGENT FEE
12.1 The Consultant warrants that it has not employed or retained any company or person, other
than a bona fide employee working solely I'or the Consultant, to solicit or secure this
Agreement and that it has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for the Consultant, any
fee, commission, percentage, gift, or other consideration contingent upon or resulting from
the award or making of this Agreement, In the event the Consultant violates this provision,
the City shall have the right to terminate this Agreement or any Project Agreement or Letter
Agreement, without liability, and at its sale discretion, to deduct from the Agreement price,
or othenvise recover, the full amount of such fee, commission, percentage, gift or
consideration.
SECTION 13 INDEPENDENT CONTRACTOR
13.1 The Consultant is an independent contractor under this Agreement. Personal services
provided by the Consultant shat l be by employees or subcontractors of the Consultantwho
shall be subject to supervision by the Consultant, and who shall not be deemed officer,
employees, or agents of the City. Perstrnnel policies, tax responsibilities, social security
and health insurance, employee benefits, purchasing policies and other similar
administrative procedures applicable to Services rendered under this Agreement shall be
those of the Consultant and not City,
SECTION 14 INDEMNIFICATIOINIHOLD HARMLESS
14.1 To the f'ullcsi extent permitted by ltnv, the Consultant agrees to indemnify and hold -
harmless the City, its ofY'icers and employees from liabilities, damages, losses, and costs,
including, but not linrnited to, reasonable attorneys' fees to the extent caused by the
negligence, recklessness, or intentionally wrongl`al conduct of the Consultant and other
persons employed or utilized by the Consultant in performath4e of this Agreement. This
indemnification shall survive the term of this Agreement.
14.2 PURSUANT '1'O FLORIDA STATUTES §558.0035, A DESIGN PROFESSIONAL
EMPLOYED BY CONSULTANT MAY NOT RF HFLD INDIVIDUALLY LIABLE
FOR DAMAUES RESULTING FROM NEGLIGENCE OCCURINO WITHIN THE
SCOPE AND OF PROFESSIONAL SERV W 'S UNDER THIS AGREEMENT,
SECTION 15 INSURANCE
15.1 Consultant agrees to maintain, on a primary non-contributory basis and at ifs sole expense,
at all times during the life of this Agreement, the following insurance coverages, limits,
Authorized Chy Repteseatative's Iniliats. Authorized Consultant Repmsentafiiva's Initial&: _
including endorsements described herein. The requirements contained herein, as well as
City's review or acceptance of insurance. maintained by Consultant is not intended to and
shall not in any manner limit or qualify the liabilities or obligadmns assumcd by (:nnsl Jt ani
under this Agreement. Any coverage maintained by the City shall apply excess of, or
contingent upon the absence of, other insurance required or maintained by Consultant.
15. 11 Comprehensive General Liability Consultant agrees to maintain Comprehensive
General Liability at a limit of liability not less then $1,000"000 each occurrence,
$2,000,000 annual aggregate. Coverage shall not contain any restrictive endorsemcrtt(s)
as filed by the Insurance Services Office, and must include;
T— Premises and Ongoing Completed Operations — on a primary and
noncontributory basis including waiver of subrogation on behalf of the City of
Sunny Isles beach.
Independent Conlractor-s
Broad Form Property Damage
Broad Form Contractual Coverage applicable to this specific Contract,
including arty hAld
Harmless and/or indemnification agreement,
Personal Injury Coverage with Employee and Contractual Exclusions
removed, with minimum limits ol` coverage equal to those required 1`or Bodily
Injury Liability and Property Damage Liability.
15.1.2 Worker's Compensation Insurance & Employers Liability: Consultant agrees to
anaintain Worker's Compensation Insurance & 1imployers Liability in accordance with
Florida Statute, Chapter X440, and where applicable, the United States Longshoremen's and
Harbor Worker's Act, the Federal Employers' Liability Act and the IIomes Act. Employer's
Liability Insurance shall be provided with a minimum of One Million Dollars
($1,000,000.00) per accident. Consultant agrees to be responsible for the employment,
conduct and control of its employees and for any injury sustained by such employees in
the course of their. employment.
15.1.3 Professional Liability: Consultant Agrees to maintain Prstfe.sinnsl (Frmre k.
Omissions) Liability at a limit of liability not less than $1,000,000 per claim, $2,000,000
annual aggregate. The Consultant agrees the policy shall include a minimum three (3) year
Discovery (tail) reporting period, and a Retroactive Date that equals or precedes the
effective date of the Agreement. The Consultant agrees that Self-insured Retention shall
not exceed $25,0{}0.
15.1,4 Errors and Omissions Liability: Errors and Omissions I,iatbility insurance with
junumum coverage limits of $1,000,000.00 each occurrence. Consultant acluiowledges
that the City is relying on the competence of the Consultant to design the project to meet
its functional intent, If it is determined during construction of the project that changes must
be made due to Consultant's negligent errors and omissions, Consultant shall promptly
rectify them at no cost to City anti shall be responsible for additimal costs, if any, of the
project to the proportional extent caused by such negligent errors or omissions.
15.1.5 Business Automobile Liability: Consultant agrees to maintain coverage with
minimum limits of live Million Dollars ($5,000,000.00) per occurrence combined single
Authorized city Ropresentetive's rnitiars61 Aulhwized Consultant Representative's Initials
• 9
limit for Bodily Injury Liability and Property Damage Liability. Coverage must be
affnrded on a form no more restrictive than dre latest edition of the Business Automobile
Liability policy, without restrictive, endorsements, as filed by the Insurance Services
Office, and must include:
Owned Vehioles;
Hired and Non-Owncd Vehicles;
Employers' Dion -City ship.
15.1.6 Umbrella Insurance: Consultant shall be required to purchase, maintain, and keep
in full force, effect, and good standing, Umbrella Liability Insurance above the primary
cornrnercial general liability, automobile liability, and employers' liability policies required
herein. The limit shall riot be less than One Million Dollars ($1,000,000,00) each
occurrence and annual aggregate per occurrence diiring the initial and any renewal terns of
this Agreement.
15.1.7 Additional Insured: The Consultant agrees to endorse the City as an Additional
Insured on all policies set forth in this Section 15, and. ilia City of Sunny Isles Beach,
Contract Number, and Title, must appear on each Certificate of Insurance, All Certificates
of Insti anca must remain active during the terga of the contract.
15.1.8 Waiver of 5ubro -ation: Consultant agrees to provide a Waiver of Subrogation for
each required policy herein. When required by the insurer, or should a policy condition
not permit Consultant to enter into a pre -loss agreement to waive subrogation without an
endorsement, then Consultant agrees to notify the insurer and request the policy be
endorsed with a WaiverofTransferof Rights of Recovery Against Others, or its equivalent.
This Waiver of Subrogation requirement shall not apply to any policy, which includes a
condition specifically prohibiting such an endorsement, or voids coverage should
Consultant enter into such an agreement on a pre -loss basis.
15.1.9 Certificate(a) of Insurance; Consultant agrees to provide City a Certificate of
Insurance evidencing that all coverages, limits and endorsements required herein are
maintained and in full force and effect, and, Certificates of Insurance shall provide a
mirtitnum thirty (30) day endeavor to notify City of a non -renewal or cancellation notice,
when available by Consultant's insurer via certified mail. If the Consultant receives a non-
rcncwal or cancellation notice from an insurance carrier affording coverage required
herein, or receives notice that coverage no longer complies with the insurance requirements
herein, Consultant agrees to notify the City by fax and email as set forth in this Section
within five (5) business days with a copy of the non -renewal or cancellation notice, or
written specifics as to which coverage is no longer in compliance
The certificate holder address shall read:
City of Sunny Isles Bench
Risk Management Division
Attic: Risk Manager
18070 Collins. Avenue
Sunny Isles Beach, FL 33160
YLondono@sibtl,net
Authorized City RopMe9nt8tive's Initials
Authadzed Consultant Reprasenlativa's Initials: 1W
'� Q
15.1.10 Right to Revise or Reject: City reserves the right, but not the obligation, to
revise any insurance requirement, not limited to limit%, cover.tges and endonsornents, or to
reject any insurance policies that fail to meet the criteria stated herein, Additionally, City
reserves the right, but not the obligation, to review and reject any insurer providing
coverage due OF Its poor financial condition or failure to operating legally.
SECTION 16 REPRESENTATIVE OF CITY AND CONSULTANT
16,1 City Representative, It is recognized that questions in the day -today conduct of this
Agreement will arise. The City designates the City Manager as the person to whom all
communications pertaining to the day-to-day conduct or(his Agreement slutll be addressed.
16.2 Consultant Rc resentative. Consultant appoints Kelli Sohueler, PLA, L ED AP as the
Consultant's Representative to whom all communications pertaining to the day-to-day
action of this Agreement shall be addressed.
SECTION 17 ALL PRIOR AGREEMENTS SUPIMSEDED
17.1 This. Agreement incorporates and includes all prior negotiations, correspondence,
conversations, agreements or unde standitigs applicable to the matters contained in this
Agreement and the parties agree that there are no commitments, agreements or
understandings concerning the subject matter of this Agreement that are not contained in
this document. Accordingly, it is agreed that no deviation from the terms of this Agreement
shall be predicated upon any prior representations or agreements whether oral or written.
SECTION 18 SUSCONSULTANTS
18.1 in the event the Consultant requires the services of any subconsultant or subcontractor" in
connection with services covered by this Agreement, any Project Agreement or any Letter
Agreement, the Consultant must secure the prior written approval of the City Manager.
19.2 Any subcontract with a $UbcontraetUr Or subcotlsultant shall afford to the Consultant rights
against the subcontractor or subconsultant which correspond to those rights affarded to the
City against the Consultant herein, including but not limited to those rights of termination
as set forth herein,
18.3 No reimbursement shall be made to the Conslrltant for any subeensu.ltants that have
not been previously approved in writlop. by the City for use by the Consultant.
SECTION 19 NOTICES
19.1 Whenever either party desires to, or is required to give notice to the other, it must be given
by «mitten notice, seat by certified United States (nail with return receipt requested or other
Commercial ovemight delivery services, addressed to the party for whom it is untended, at
the place last specified, and the place for giving notice in compliance with the provisions
Avthadzed City Representative's Initials-.% Aulhodred Consultant Represenlalive's Initial
11
orthis Section. Far the presont, the parties designate the following as the respective places
for giving pF itotic,e, to wit,
If to the City:
Stan Morris
With u copy to:
City Manager
Edward Dion, Esq.
City of Sunny isles Beach
City Attorney
18070 Collins Avenue
City of Sunny Isles
Fourth Floor
Beach
Sunny Isles Beach, Florida
18070 Collins Avenue
33160
Fourth Floor
Tel: (305) 792-1776
Sunny Isles Beach,
Florida 33160
Tel; 305 792-1766
If to the
Paul Weinberg, PLA,
Consultant:
Executive VP
Keith
2312 S. Andrews Avenue
Foil Lauderdale, FT, 33316
pwcinberg@KE-IT[Iteani.com
954 788-3400
SECTION 20 TRUTH -IN NEGOTIATION CERTIFICATE
20,1 Signature of this Agreement by Consultant shall act as the execution of a truth -in -
negotiation certificate stating that wage Wes and other costs used to determine the
compensation provided for in this Agreement are accurate, complete, and current as of the
date of the A,greemont and no higher than those charged to the Consultant's most favored
customer I'or the same or substantially similar services. The said rates attd costs shall be,
adjusted to exchide any significant sums should the City determine that the rates and costs
were increased due to inaccurate, incomplete, or noncurrent wage rates or due to inaccurate
presentation of fees paid to outside contractors, The City shall exerci,;w its rights uudcr this
clause within three (3) ycars following final payment,
SECTION 21 tGOVERNING LAWIJURISDICTIONIVENUE
21,1 This Agreement shall be governed by the laws of the State of Florida. Except as set forth
in Sections 14, 5,2, and 30, should the parties be involved in legal action arising under, or
connected to, this Agreement, eaoh party will be responsible for their own attorneys' fees
and costs. The venue for any litigation between the parties will be Miami -Dade County,
Florida. Both parties hereby agree to waive a jury trial in any action between them, and
will proceed to a trial by judge if necessary.
SECTION 22 HEADiNGS
22.1 Headings are for convenience of reference wily and shall not he cortsidemd ill any
interpretation of this Agreement.
Authorized City Representative's initials; A Autharized Consultant Reprasentalivas Initials:
12
SECTION 23 EXHIBITS
23.1 Each Exhibit referred to in this Agreement f0177]8 an essential part of this Agreement. The
Exhibits, if not physically attached, should be treated as part of this Agreement, and are
incorporated by reference.
SECTION 24 CtOUNTERPAWrS
24.1 This Agreement inay be executed in several counterparts, each of which shall be deemed
an original and such counterparts shall constitute one and the same instrument.
SECTION 25 WORDS AND PHRASES
25.1 Where the words "requited," "approved," "approval," "satisfactory," "determined,"
"acceptable," or words of like import am used in this Agreement, action by the City is
indicated unless the context clearly indicates otherwise, and all work shall be in accordance
therewith. Such action, or failure to act, shall not relieve the Consultant of its contractual
responsibilities for performance of this Agreement. Wherever it is provided in the
Agreement (hat the Consultant shall perform certain work "at its own expense," or "without
charge," or that certain work will not be paid ]or separately, such words mean that the
Consultant shall not be entitled to any additional compensation from the City for such
work.
SICCTION 26 NOTICE OF COMMA ENCEMEN` /NOTICE T{O PROCEED
26.1 Consultant shall not commence work until. 1) all insurance to be furnished hereunder has
been approved by the City; and 2) Consultant has received a City Purchase Order and.
written Notice to Proceed or 'Notice of Commencement from the City Manager for
provision of services under a Project Agreement or Letter Agreement, The City shall not
be responsible to pay for or reimburse the Consultant I'or any work that does not comply
with this Section,.
SECTTON 27 TIM 18 OF THE ESSENCE
27.1 All limitations ol` time set forth in this Agreement or any resulling Project Agreement or
Letter Agreement are of the essence.
SECTION 28 CLAIMS BY CONSULTANT
28.1 All claims by the Consultant, all questions concerning interpretation or clavi Iycation of this
Agreement or the aoceptable fulfillmeut of this Agreement on the pall of the Consultant,
and all questions as to compensation and to extension of time shall be submitted in writing
to the City's Representative. The Consultant shall be solely responsible for requesting
instructions or interpretations and shall be solely liable for any costs and expenses arising;
front its failure to do so_ All determinations, instructions, and clarilicatioiis of the City
shall be final unless the Consultant files a written Protest with, the City Manmser within
fourteen (14) calendar days after the City's representative notifies the Consultant of any
Authorized City Represenlative'a Initials= / 14 Authorized Coneultaet Repreaentetiva's tnitials:PAJ
13
such determittation, instruction, or clarification, which written protest shall state clearly
and in detail the basis of the protest. The City Manager's decision shall be final_
28.2 The City Manager will issue a decision upon such protest, At all times during the protest
period, the Consultant shall proceed with the work in aaccordanee with determinations,
instructions, and clarifications of the City's representative. The Consultant's failure to
protest the City's Representative's detenninations, instructions, clarifications, or the City
Manager's decision within fourteen (14) calendar days after receipt thereof shall constitute
a waiver by the Consultant of all its rights to further protest, judicial or otherwise,
2$.3 It is specifically agreed that any and all claims by a patty against another party arising out
of this Agreement or the performance of the work thereunder or relating thereto, or
otherwise (including but not limited to claims For extra work) except as specifically set
forth in Subsections 28,1 and 28.2 above, shall be waived unless presented in writing to
the other party within the time limit specified in this Agreement but in no event in excess
of thirty (30) calendar days after occurrence of the event or circumstances giving rise to
such claim,
28,4 The Consultant shall also submit such information, costs and data in such detail and
specificity as may be reasonably required by the City to justify and stibstantiate such
olaima. The Consultant shall certify that all such information, costs and data are accurate,
complete, and true, to the best of its knowledge, It is agreed that under no circtimtistances
shall the Consultant be compensated or reimbutud for expenses incurred in claim
preparation, presentation, or prosecution unless directed in writing by the City.
SECTION 29 CONSULTANT'S STANDARD OF CARE
29.1 Consultant represents that Consultant's services shall be performed with that degree ol`slcill
and judgment which is normally exercised by t-ecogniv4d professional architectund firms
performing services of a similar nature, and that the services shall be performed and shall
cUnrunn to gcneially aucetrtCd AiViiitectural fins" standards and practices Consultant will
re -perform any services not meeting this standard without additional compensation and
shall pay all costs and expenses associated lvith correcting said services or work including
any additional testing, inspections, corrections, or construction.
SECTION 30 PATENT INDEMNITY
30.1 Subject to the limitations set forth in this Agreement, the Consultant shall indemnify, save
harmless and defend the City and the City Commissioners, City oflicers, and City agents
and employees (collectively "City Indemnified Party") from and against any and all suits,
actions, legat proceedings, claims, demands, damages, costs, expenses and attorneys' fees
incident to any infringement of any patent or patents related in any manner to the subject
matter of the Agreement documents prepared by the Consultant; provided, however, that
any City Indemnified. Party may, at its option, be represented in any such suits, actions or
legal proceedings by attorneys. selected by City Indemnified Party at Consultant's expense.
In case the C;onshuction Documents, or any part thereof is held in such suit to constitute
infringement of any patent or patents and its use enjoined, the Consultant shall, at its own
Authorized City Representatives IniGals:5111 Authorized Consultant Represenlative's Initials!.—P4
expense, subject to the limitation of the Consultant liability prescribed in this Agreement,
either procure for the City the right to continue using said Construction Documents or
replace same with non -infringing Constriction Documents.
SECTION 31 FORCE MAJFURE
31.1 Neither party shall be considered in default in the performance orits obligations hereunder
to the extent that the performance of any such obligation is delayed, hindered or prevented
by any cause which is beyond the reasonable control of the party affected thereby
(hereinafter called "Force Majeure"). Force Nlageure includes but is not limited to any of
the followings irreasonably beyond the control of the party claiming Force Majoure: war
(declared or undeclared), fire, riot, storm, hurricane, floods, earth quake, tornado, act of'
terrorism or sabotage or any law, proclamation order, regulation, or ordinance or any
government agency or any court, or any other cause similar to those enumerated above,
which is not reasonably within the control of the party claiming Force Majeure.
31.2 The party affected by any Force Majeure Shall give prompt written notice to the other party
advising of the natute and extent of any Force Majeure and advising of the effects of the
Force Majeure upon the completion and cost of the work hereunder. The parties shall
consult promptlywith each other concerning the Force Majeure and shall endeavorto agree
upon mutually acceptable corrective action. hi the event of' a Force Majeure which
prohibits performance by the Consultant Cor more than sixty (Ga) days, either party may
terminate this Agreement for convenience ars provided for in Section 5.1.
SECTION 32 SUSPENSION
32.1 The City may, at its sole option, decide to suspend at any time the performance of all or
any portion of work to be performed under this Agreement, The Consultant will be notified
of such decision by the City in writing. The order shall be specifically identified as a stop
work order under this. Section. Upon receipt of the order, the Consultant shall immediately
comply with its terms and take all reasonable steps to minimize the incurrence or costs
allocable to the work covered by the order during the period of suspension,
32.2 Upon receipt of any such notice, the Consultant shall, unless the notice requires otherwise,
do the following;
A, hninediately discontinue work on the date and to the extent speci lied in the irotice;
B. Place no further orders, contracts or subcontracts ror material, services, or facilities
with respect to suspended work other than to the extent required in the notice;
C. Promptly make every reasonable effort to obtain suspension upon terms satisfactory
to (lie City, of all orders, subcontracts, and rental agreements to the extent they
relate to performance of work suspended; and
D. Continue to protect and maintain the services including those portions on whiGll
services have been suspended.
Authofted tatty Representative's Initiats& AuthOfted Consullant RepresentatIve's Initials. -NI
32.3 As full compensation for such suspension, the Consultant shall be reimbursed for the
following costs, reasonably incurred, without duplication of any item, to the Pxtant that
such costs directly result from such suspension of work:
A. An equitable amount to reimburse the Consultant for the cost of maintaining and
protecting that portion of the services which have been suspended; and
B. If, as a result of any such suspension of services, the cost to the Consultant of
subsequently performing services is increased or decreased, an equitable
adjustment will be made in the cost of performing the remaining portion of services,
SECTION 33 RECORD DRAWINGS AND SPECIFICATIONS
33,1 During coatstruction, the Consultant shall maintain for the City a record of deviations on
the basis of information compiled and furnished, in pail, by others, from thework as shown
in the drawings and specifications atid as actually installed. Before final payment by the
City, the Consultant shall revise any drawings and speci I ications affected by such deviation
so that all such docornents shall show the work actually installed- A digital drawing or
approved equal of the final certified record drawings shall be submitted to the City,
312 A review of the markup record drawings at the construction site will be conducted at the
progress meeting.
SECTION 34 ORDEit OF PRECEDENCE
34.1 In the event of an inconsistency between provisions of this Agreement, the inconsistency
shall be resolved in the following order:
A, Project Agreement or Letter Agreement
B. Continuing Services Agreement
C. RFQ, including all addenda
D. Response to RFQ
SECTION35 SUCCESSORS AND ASSIGNS
35.1 The City and Consultant bind themselves, their successors, assigns, and legal
representatives to the other party hereto and to successors, assigns and legal representatives
of sut:h other party in respect to covenants, agreements, and obligations contained in this
Agreement, The Consultant shall not assign this Agreement without prior written consent
of the. City.
SECTION 36 CONSUINANI''S PERSONNEL
36.1 The presence or duties of the Consultant's personnel at a work site, whether as onsite
representatives or otherwise, do not make the Consultant or the Consultant's personnel in
any way responsible for those duties that belong to the City andlor the construction
contractors or other entities, :and do not relieve the construction contractors or any other
entity of their obligatioom,, duties, and responsibilities, including, but not limited to, all
Authorized City Representative's Initials: / '4 Authorized Consultant Representative's InlGals.&/
construction methods, mcaus, techniques, sequences, and procedures necessary for
coordivatiug and completing all portions of the construction work in accordance with the
construction Contract Documents and any health mid safety precautions roquirod by such
construction work. The Consultant and the Consultant's personnel shall report to the City
any health or safely deficiencies of the construction contractor(s) or other entity or any
other person at the construction site that Consultant's personnel actually observe,
36.2 The Consultant's personnel is not authorized to direq the City's contractor's to take any
actions that deviate from the approved plaits or scope of work without first obtaining
written approval from the City.
SECTION 37 SEVERABILITY
37.1 if any provision of this Agreement or the application thereof' to any person or situation
shall, to any extent, be held invalid or unenforceable, the rem;tinier of this Agreement, and
the application of such provisions to persons or situations other than those as to which it
shall have been hold invalid or unenforceable, shall not be affected thoreby, and shall
continue in full force and effect, and be enforced to the fullest extent permitted by law.
SECTION 38 ENTIRETY OF AGREEMENT
38.1. The City and the Consultant agnea that this Agreement sets forth the entire agreement
between the parties, and that theme are no p11)0111flises or understandings other than those stated
herein, None of the provisions, terms and conditions contained in this Agreement may be
added to, modified, superseded or otherwise altered, except by written instrument executed
by the parties hereto with the same formality as this Agreement,
:SECTION 39 THIRD PARTY 13ENEFICIARIES
34.1 It is expressly understood and agreed that the enforcement of these terms and conditions
shall be reserved to City aitd Consultant and that there are no third party benef iciaTies under
this Agreement.
SECTION 40 PUBLIC RECORDS
44.1 The CONSULTANT shall comply with all applicable requirements contained in the
Florida Public Records Law (Chapter 119, Florida Statutes), including but not limited to
any applicable provisions in Section 119.0701, Florida Statutes. To the extent that the
CONSULTANT and this Agreement are subject to the requirements in Section 119.0701,
Florida Statutes, the CONSULTANT shall: (a) keep and maintain public records required
by the CITY to perform the services provided hereunder; (b) upon inquest from the CITY'S
custodian of public records, provide the CITY with a copy of the requested records or allow
public records to be inspected or copied within a reasonable time at a post that does not
exceed the cast provided in Chapter 119, Florida Statutes, or as otherwise provided by law;
(c) ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed, except as authorized by lav rot the
duration of the term of this Agreement and fallnwine comrletinn nf'lhis Agreement if the
CONSULTANT does not transfer the records to the CITY; anti (d) upon completion of the
Authorized Cirp Representative's Initials; Authorized Consultant Representatives Initialsw
17
Agreement, lransfcr, at no cost, to the CiTY all public records in the possession of the
CONSULTANT or keep and maintain public,records required by the CITY to perform 111e
service. If the CONSULTANT transfers all public records to the CITY upon completion
of the Agreement, 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 Agreement,
the CONSULTANT shall meet all applicable requirements for retaining public records. All
records stared electronically must be provided to the CITY, upon request from the CITY'S
custodian of public records, in a format that is compatible with the information technology
systems of the CITY. II' the C GNSULTANT fails to comply with the requirements in this
Section 40, the CITY may enforce these provisions in accordance with the terms of this
,Agreement. If the CONSULTANT fails to provide the public records to the CITY within
a reasonable time, it may be subject to penalties under Section 119. 10, Florida. Statutes -
IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, THE
CONSULTANT SROULD CONTACT THE CITY'S CUSTODIAN OF PUBLIC
RECORDS: THE CITY CLERK, MAURICIO RETANCUR, BY TELEPHONE
(3051792-]703), E-MAIL (MRETANCUR@SIBIHL.NET), OR MAIL (CITY. OF
SUNNY ISLES BEACH, OFFICIO OF THE CITY CLERK, 1.8070 COLLINS
AVENUE., SUNNY ISLES BEACH, FLORIDA 33160).
SECTION 41 DISCRIV INATORY VENDOR LIST
41.1 Pursuant to Section 287.134, Florida Statutes, an entity or affiliate who has been placed
on the discriminatory vendor list may riot submit a bid, proposal, or reply on a contract
to provide any goods or services to it public entity; may not submit a bid, proposal, or
reply on a contract with a public entity for the construction or repair of a public building
or public work; may not submit bids, proposals, or replies on leases of real property to a
public Ultdly; rimy Trot bei a yarded or perf'orin work As a contractor, supplier,
subcontractor, or consultant under a contract with any public entity; and may not transact
business with any public entity. By execution of this Agreement, CONSULTANT
certifcs that it has not been placed on the discriminatory vendor list as provided in
Section 287.134, Florida Statutes.
SECTION 42 PUBLIC ENTITY CRIMES
42.1 Pursuant to Section 287,133, Florida Statutes, a person or affiliate who has been placed
on the convicted vendor list following a conviction for a public entity crime may not
submit a bid, proposal, or reply on a contract to provide any goods or services to a public
entity; may not submit a bid, proposal, or reply on a contract with a public entity Ior the
construction or repair of a public building or public work; may not submit bids, proposals,
or replies on leases of real property to a public entity; may not be awarded or perfbiTn
wnrk as a contractor, supplier, subcontractor, or consultant under a contract with any
public entity; and may not transact business with any public entity in excess of the
threshold amount provided in s. 287.417 for CATEGORY TWO for a period of'36 months
Authorized City Rapresenlstive s Inilials:C*� Authorized Consultant Ropresantativa'e Initials: -Ni
following the date of being placed on the convicted vendor list. By execution of this
Agrccinent, Consultant certifies that it has not been placed on the convicted vendor list
as provided in Seclion 7.87.133, Florida Sbtutes.
SECTION 43 SCRUTINIZED COMPANY
43.1 Pursuant to Section 287.135, Florida Statutes, Cousultant certifies that it is not on the
Scrutinized Companies that Boycott Israel List created pursuant'to Section 215.4725,
Florida Statutes and that it is not engaged in a boycott of Israel.
43.2 Pursuant to Section 287.135, in the event the Agreement is -.for one, TnillionApllafs ge-,.
more, Consultant certifies that it is not on the Scrutinized C:ornpanics 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; and Consultant further
certifies that it is not engaged in business, operations in Cuba or Syria.
43.3 Pursuant to Section 287.135, Florida Statutes, City may, at the option of' the City
Commission, terminate this Agreement if Consultant is round to have submilled a False
certification as provided under subsection 287,135(5), Florida Statutes; has been placed
on the Scrutinized Companies that Boycott Tsrael hist, or is engaged in a boycott of Israel;
has been placed on the Scrutinized Companies with Activities in Sudan List or the
Scrutinixe€I Companies with Activities in the Iran Petroleum Energy Sector List; or has
been engaged in business operations in Cuba or Syria.
SECTION, 44 E -VERIFY.
44.1 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 -V'erit'y system_ Florida Statute 418.095 further provides that if a
Consullant enters into a contract with a subcontractor, the subcontractor must provide the
Consultant with an affidavit stating that the subcontractor docs 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 F -Verify system for all existing and new employees hired by
Coilsulta nt during the cantraict 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 &Verify website (haps;//www.e-
v_erify.gam/ememployers/enrolling-in-e-verify and follow the instructions, The Consultant
must retain the T-9 Fomss for inspection, and provide the attached E -Verify Affidavit,
attached hereto as Attachment "pI".
REMAINDER OF PAGE DEFT INTENTIONALLY BLANK
Autho6zed City Rep[esentattve s initials: Autaiarized Consultant Represenlalaua's Initials:
IN WI'T'NESS WHEREOF, (lie Parties hereto havo executcd this Agreement
on the day and year of the last signattire date written below.
WITNESS:
Signaturp '-
Print Nai11e1.
n 6�`
Authorized City RepresentalWs Initials
KEITH & ASSOCIATES, INC.
By__
Paul
Date
C FI'Y OF SUNNY ISLES BEACH
By: `�/•
Stan Morris, City Manager
int
Date_c ; `
APPROVED AS TO FORM AND
LEGAL SU i -E
i
By:
Edward A. Dion, City Attorney
AulhQriaed Consultant RepremitdtiveN I niliols=
20
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
EXHIBIT 2
KEITH & ASSOCIATES, INC. — FIRST AMENDMENT Page 5 of 7
KEITH REQUEST FOR QUALIFICATIONS # 22-06-01
Engineering Inspired Design. CONTINUING SERVICES FOR
LANDSCAPE ARCHITECTURAL SERVICES CCNA
Management
Public Outreach
Project Executive ...........................
$350.00
Senior Public Outreach Coordinator.........
$230.00
Senior Project Manager ................
$280.00
Public Outreach Manager.........................
$200.00
Project Manager ............................
$230.00
Public Outreach Specialist........................
$165.00
QA/QC Manager ............................
$200.00
Public Outreach Analyst ...........................
$135.00
Administrative Assistant ................
$115.00
Planning
Grant Support
Senior Planner ..........................................
$230.00
Senior Grant Coordinator ..............
$230.00
Professional Planner.................................
$200.00
Grant Manager ..............................
$200.00
Planning Technician .................................
$165.00
Grant Specialist.............................$165.00
Planning Analyst .......................................
$135.00
Grant Analyst .................................
$135.00
Landscape Architecture
Engineering
Senior Landscape Architect ......................
$230.00
Senior Engineer .............................
$230.00
Landscape Architect/ Arborist...................
$200.00
Professional Engineer ................... $200.00
Landscape Designer.................................
$165.00
Engineering Designer ....................
$165.00
Landscape Analyst ...................................
$135.00
Engineering Analyst ......................
$135.00
Construction Services
Utility Coordination
Senior Construction Manager ...................
$230.00
Senior Utility Coordinator ..............
$230.00
Construction Manager ..............................
$200.00
Utility Coordinator ..........................
$200.00
Senior Inspector........................................
$165.00
Utility Coordinator Technician .......
$165.00
Inspector ...................................................
$135.00
Utility Coordinator Analyst .............
$135.00
Subsurface Utility Engineering
Survey
Senior Subsurface Utility Engineer...........
$230.00
Senior Surveyor .............................
$230.00
Subsurface Utility Engineer ......................
$200.00
Professional Surveyor ...................
$200.00
Subsurface Utility Technician ...................
$165.00
Project Surveyor ............................
$165.00
Subsurface Utility Analyst.........................
$135.00
Survey Analyst ..............................
$135.00
Field Crew Rates
Field Crew Supervisor ..............................
$150.00
Survey Crew .............................................
$200.00
Drone/LiDAR Crew ...................................
$225.00
Utility Designating Crew ............................
$225.00
Vacuum Excavations ...........................
$550.00/Ea.
1013118.00 www.KEITHteam.com Effective 10/01/2025
Pompano Beach (HQ) • Miami • West Palm Beach • Orlando • Port Saint Lucie
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
EXHIBIT 3
KEITH & ASSOCIATES, INC. — FIRST AMENDMENT Page 6 of 7
O� SV'ANY fs4F�e
� F
V - S
CONTRACTOR ANTI -BOYCOTT CERTIFICATION
tiff/D�+FIOPOpS
Tf Of SUM �M
[PURSUANT TO FLORIDA STATUTE § 287.1351
on behalf of ,
Print Name Company Name
certifies that
Company Name
1. Participate in a boycott of Israel; and
does not:
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 Terrorism
Sectors List; and
5. Has not engaged in business operations in Cuba or Syria.
Signature
Title
Date
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
(305) 947-0606 phone (305) 949-3113 Fax
EXHIBIT 4
KEITH & ASSOCIATES, INC. — FIRST AMENDMENT Page 7 of 7
O� SJNNY ,SCFE@
a F
F, n
V _
♦ yp .� OP r
yF �+FIOR\ 50
C`rr.0F 1." Affidavit of Compliance with Anti -Human Trafficking Laws
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, FL 33160
Telephone: (305) 947-0606
The undersigned, on behalf of the entity listed below ("Entity"), hereby attests, under penalty of
perjury, as follows:
1. Entity does not use coercion for labor or services as defined in Section 787.06, Florida
Statutes. (Source: § 787.06 (13), Florida Statutes — Human Trafficking).
2. The undersigned is authorized to execute this affidavit on behalf of Entity.
Date: , 20_ Signed:
Entity:
STATE OF
COUNTY OF
Name:
Title:
The foregoing instrument was acknowledged before me, by means of ❑ physical presence or ❑
online notarization, this day of 20 by
as for
, who is personally known to
me or who has produced as identification.
Notary Public Signature:
State of Florida at Large (Seal)
Print Name: My commission expires: