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HomeMy WebLinkAboutReso 2025-3915RESOLUTION NO. 2025 - JEf11s A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, APPROVING A FIRST AMENDMENT TO THE CONTINUING SERVICES AGREEMENT WITH BERMELLO AJAMIL & PARTNERS, 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 entered 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 Bermello Ajamil & Partners, (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@DC145E75 Page 1 of 2 243 ATTE Mau PASSED AND ADOPTED this 16th da of October 2025. r r. f atancur, MC, City Clerk Larisa Svechin, Mayor APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Amain E. Boileau, for Nabors, Giblin & Nickerson, P.A., City Attorney Moved by:� 1.�SW44JP�0Seconded by: V I/ Vote: Mayor Svechin Vice Mayor Lama Commissioner Joseph Commissioner Stuyvesant Commissioner Viscarra (Yes) (No) (Yes) (No) (Yes) 7— (No) (Yes) (No) (Yes) (No) @BCL@DC145E75 Page 2 of 2 244 a`S,N"Y'S`EsFIRST AMENDMENT TO THE CONTINUING SERVICES AGREEMENT x BETWEEN THE CITY OF SUNNY ISLES BEACH AND BERMELLO AJAMIL & PARTNERS, LLC ryf\•`F L sG CtTF of suN tNo THIS FIRST AMENDMENT TO THE CONTINUING SERVICES AGREEMENT between the CITY OF SUNNY ISLES BEACH (hereinafter "City") and BERMELLO AJAMIL & PARTNERS, LLC, whose Feder)l Employer Identification (FEI) No. is 59-1722486 (hereinafter "Consultant"), executed this ;W day of October 2025, is made a part of the original Continuing Services Agreement between the City and Consultant, dated February 16, 2023, (hereinafter "the Agreement"), attached collectively hereto as Exhibit "l." The City and Consultant hereby agree as follows: 1. OPTION TO RENEW. Effective February 16, 2026, 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 February 16, 2023, 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 BERMELLO AJAMIL & PARTNERS, LLC — FIRST AMENDMENT Pagel 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 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. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the date mentioned above. BERMELLO AJAMIL & PARTNERS, LLC BY: 4 Luis Ajamil, Manager and Authorized Agent STATE OF FLORIDA: COUNTY OFq, r !)g D The foregoing instrument was acknowledged before me by means of l/physical presence or ❑ online notarization, this 26 day of October 2025, by Luis Ajamil, as Manager and Authorized Agent of Bermello Ajamil & Partners, LLC. Personally Known V/ or Produced Identification _ Type of Identification Produced: Notary Public, State of Florida (Signature of Notary Public) Notary Publio State of Florida Diana antra 1 My Commissloii HH4667V Expires 21112027 (Print, Type, or Stamp Commissioned Name of Notary Public) BERMELLO AJAMIL & PARTNERS, LLC — FIRST AMENDMENT Page 2 of 7 City of Sunny Isles Beach BY: ',ws Mauri io Be ancu CMC City Clerk 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax CITY OF SUNNY ISLES BEACH m- in, Mayor APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY:4,ac-fes--- ain E. hoileau, for Nabors, Giblin & Nickerson, P.A., City Attorney BERMELLO AJAMIL & PARTNERS, LLC — FIRST 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 EXHIBIT 1 BERMELLO AJAMIL & PARTNERS, LLC — FIRST AMENDMENT Page 4 of 7 OS"NNY/f<fpf CONTINUING SERVICES AGREEMENT BETWEEN THE CITY OF SUNNY ISLES BEACH AND BERMELLO AJAMIL & PARTNERS, INC. Aye o'. Pio Pic `� 'o crY NsuN For LANDSCAPE ARCHITECTURAL CONTINUING SERVICES AGREEMENT This Continuing Services Agreement (hereinafter referred to as the "Agreement") is made by and between the CITY OF SUNNY ISLES BEACH, FLORIDA, a Florida municipal corporation, (hereinafter referred to as "City"), and BERMELLO AJAMIL & PARTNERS, INC., a Florida corporation authorized to do business in the State of Florida (hereinafter referred to as "Consultant"), whose Federal I.D. # is 59-1722486. WHEREAS, the City solicited proposals from qualified consultants on June 8, 2022, pursuant to the City Request for Qualifications ("RFQ") No. 22-06-01, which RFQ, and all addenda thereto, is attached hereto as EXHIBIT "A" incorporated within this Agreement by reference and made a part hereof. Consultant submitted a Response to the RFQ dated June 29, 2022, 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 representations 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 RFQ 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 services when required; and NOW THEREFORE, in consideration of the mutual terms, conditions, promises, and covenants set forth below, the City and Consultant agree as follows: SECTION 1 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 the State of Florida and has the professional expertise, Authorized City Representative's Initials:15�6- Authorized Consultant Representative's Initials: 1 4X 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 Consultant shall, at the request of the City, provide professional services to the City for additional projects in which construction 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 the Consultant for that specific project under the terms and conditions of this Agreement. The City shall initiate said negotiations by providing the Consultant with a Scope of Services Request (hereinafter referred to as 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 "D" shall be utilized for all projects requiring design services and/or 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 time and schedule of performance and term; D. The method and amount of compensation; E The personnel assigned to the specific project, including, but not limited to: Consultant's project manager, other staff and subconsultants, which the City shall have the right to reject in its sole discretion; and, F. Any modifications to the Project Agreement or Letter Agreement form, if mutually agreed upon by the parties 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 $50,000 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 or Letter Agreement. Authorized City Representative's Initials Authorized Consultant Representative's Initials: 2 4;Z\ 2.4 The City may, at its sole discretion, utilize the services of another consultant or solicit Requests for Qualifications for professional services for any project or services outlined in the RFQ and EXHIBIT "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 Agreement pursuant to the fee schedules set forth in either the Project Agreement or Letter Agreement, and EXHIBIT "F" 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 Consultant 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 in writing prior to incurring such expenses. Nothing in this 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 TERM 4.1 This Agreement shall commence on the date this instrument is fully executed by all parties and shall end three (3) years from the executed date unless and until terminated pursuant to Section 5 of this Agreement. Each Project Agreement and Letter Agreement shall specify the term agreed to by the City and the Consultant for services to be rendered under said Project Agreement or Letter Agreement. The City, at its sole 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's 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 term 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 a Project Authorized City Representative's Initials Authorized Consultant Representative's Initials: 3 4;Z Agreements or Letter Agreements that have deadlines, time will be of the essence unless stated otherwise. The Consultant shall be compensated for the service at the rate in effect when this extension clause is invoked by the City. SECTION 5 TERMINATION 5.1 Termination for Convenience: This Agreement may be terminated by the City for 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 performed. Additionally, the City shall not make payment for the following items: 5.1.1 Anticipated profits or fees to be earned on completed portions of the work; 5.1.2 Consequential damages; 5.1.3 Costs incurred in respect to services performed in excess of reasonable quantitative requirements of this Agreement and Project Agreement(s) or Letter Agreement(s); 5.1.4 Expenses of Consultant due to the failure of Consultant or its subconsultants 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 Agreement may be terminated by the City upon ten (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 terms of this Agreement. If, through any cause within reasonable control, the Consultant shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to this Agreement, the City shall have the right to terminate the Services then remaining to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify the Consultant of its violation of the particular terms of the Agreement and grant Consultant ten (10) days to cure such default. If the default remains uncured after ten (10) days the City may terminate this Agreement, and the City shall receive a refund from the Consultant in an amount equal to the actual cost of a third party to cure such failure. If Consultant fails, refuses 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 Consultant shall be delivered to the City and the City shall compensate the Consultant for all Services satisfactorily performed prior to the date of termination. 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 Representative's Initials_Authorized Consultant Representative's Initials: 4 4 Z�, 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 termination shall thereupon be deemed a termination for 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 does 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 the 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 6 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 information 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 pertinent 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 requirements of Sections 6.1, 6.2 and 6.3 above, Consultant 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. 6.5 The Consultant shall be entitled to rely on the completeness and accuracy of the information furnished by the City to the Consultant. 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 of law are applicable to or which affect the procedures of the Consultant. 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. Authorized City Representative's Initials Authorized Consultant Representative's Initials:4;Z 5 7.3 The Consultant shall exercise the same degree of care, skill and diligence in the performance of the services as is ordinarily provided by a professional landscape architect under similar circumstances. If at any time during the term of any Project Agreement, Letter Agreement or the construction of the specific project for which the Consultant has provided landscape architectural services 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 from the City, the Consultant shall immediately proceed to correct its drawings/services, re -perform services which fail to satisfy the foregoing standard of care as determined by the City. The City's rights and remedies under this 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, equity or otherwise. 7.3.1 Any time added to the project schedule in a Change Order that is a result 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 way. 7.4 The Consultant's obligations under Sections 7.3 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 for 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 8.1 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 in 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 reference be made a part of this Agreement as though set forth in full. The Consultant agrees to incorporate the provisions of this Section 9.1 into any subcontract. SECTION 10 OWNERSHIP OF DOCUMENTS/DELIVERABLES 10.1 All subcontracts for the preparation of reports, studies, plans, drawings, specifications, or other data entered into 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. Authorized City Representative's Initials:► Authorized Consultant Representative's Initials: 6 4X�, 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 after receipt of written notice requesting delivery of said documents, provided City substantially performs its obligations under the Agreement including prompt payment of all sums due Consultant. The Consultant shall have the right to keep one record set of the documents upon completion of the work; however, in no event shall the 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. 10.3 At the conclusion of its work and before final payment, or from time to time 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 in part for any other project, except 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 a person duly registered as a landscape architect, as appropriate, in the State of Florida. SECTION 11 RECORDS/AUDITS 11.1 Consultant shall maintain and shall require its subconsultants to maintain complete and correct 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 all 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 for disallowance by or reimbursement to the City of any fees or expenses based upon such entries. The Consultant shall remit promptly to the City the amount of any adjustment resulting from audit. 11.2 Refusal 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. Authorized City Representative's Initials: Authorized Consultant Representative's Initials: SECTION 12 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 for 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 sole discretion, to deduct from the Agreement price, or otherwise 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 shall be by employees or subcontractors of the Consultant who shall be subject to supervision by the Consultant, and who shall not be deemed officers, employees, or agents of the City. Personnel 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 INDEMNIFICATION/HOLD HARMLESS 14.1 To the fullest extent permitted by law, the Consultant agrees to indemnify and hold - harmless the City, its officers and employees from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, but only to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Consultant and other persons employed or utilized by the Consultant in performance of this Agreement. This indemnification shall survive the term of this Agreement. 14.2 PURSUANT TO FLORIDA STATUTES §558.0035, A DESIGN PROFESSIONAL EMPLOYED BY CONSULTANT MAY NOT BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM NEGLIGENCE OCCURING WITHIN THE SCOPE AND OF PROFESSIONAL SERVICES UNDER THIS AGREEMENT. SECTION 15 INSURANCE 15.1 Consultant agrees to maintain, on a primary non-contributory basis and at its sole expense, at all times during the life of this Agreement, the following insurance coverages, limits, 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 obligations assumed by Consultant 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. Authorized City Representative's Initials Authorized Consultant Representative's Initials: 8 4;Z�, 15.1.1 Comprehensive General Liability: Consultant agrees to maintain Comprehensive General Liability at a limit of liability not less than $1,000,000 each occurrence, $2,000,000 annual aggregate. Coverage shall not contain any restrictive endorsement(s) as filed by the Insurance Services Office, and must include: — 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 Contractors Broad Form Property Damage Broad Form Contractual Coverage applicable to this specific Contract, including any hold Harmless and/or indemnification agreement. Personal Injury Coverage with Employee and Contractual Exclusions removed, with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability. 15.1.2 Worker's Compensation Insurance & Employers Liability: Consultant agrees to maintain Worker's Compensation Insurance & Employers Liability in accordance with Florida Statute, Chapter 440, and where applicable, the United States Longshoremen's and Harbor Worker's Act, the Federal Employers' Liability Act and the Homes 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 Professional (Errors & 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 $25,000. 15.1.4 Business Automobile Liability: Consultant agrees to maintain coverage with minimum limits of Five Million Dollars ($5,000,000.00) per occurrence combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: • Owned Vehicles; • Hired and Non -Owned Vehicles; • Employers' Non -Ownership. 15.1.5 Umbrella Insurance: Consultant shall be required to purchase, maintain, and keep in full force, effect, and good standing, Umbrella Liability Insurance above the primary commercial general liability, automobile liability, and employers' liability policies required Authorized City Representative's Initials Authorized Consultant Representative's Initials: 9 4;Z\ herein. The limit shall not be less than One Million Dollars ($1,000,000.00) each occurrence and annual aggregate per occurrence during the initial and any renewal term of this Agreement. 15.1.6 Additional Insured: The Consultant agrees to endorse the City as an Additional Insured on all policies set forth in this Section 15, and the City of Sunny Isles Beach, Contract Number, and Title, must appear on each Certificate of Insurance. All Certificates of Insurance must remain active during the term of the contract. 15.1.7 Waiver of Subrogation: 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 Waiver of Transfer of 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. 15.1.8 Certificate(s) 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 minimum 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- renewal 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 Beach Risk Management Division Attn: Risk Manager 18070 Collins Avenue Sunny Isles Beach, FL 33160 YLondono@sibfl.net 15.1.9 Right to Revise or Reject: City reserves the right, but not the obligation, to revise any insurance requirement, not limited to limits, coverages and endorsements, 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-to-day 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 of this Agreement shall be addressed. Authorized City Representative's Initials: Authorized Consultant Representative's Initials: 10 4;Z�. 16.2 Consultant Representative. Consultant appoints Randy Hollingworth, 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 SUPERSEDED 17.1 This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements or understandings 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 SUBCONSULTANTS 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. 18.2 Any subcontract with a subcontractor or subconsultant shall afford to the Consultant rights against the subcontractor or subconsultant which correspond to those rights afforded 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 Consultant for any subconsultants that have not been previously approved in writing 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 written notice, sent by certified United States mail with return receipt requested or other commercial overnight delivery services, addressed to the party for whom it is intended, at the place last specified, and the place for giving notice in compliance with the provisions of this Section. For the present, the parties designate the following as the respective places for giving of notice, to wit: Authorized City Representative's Initials: 4h Authorized Consultant Representative's Initials: 11 4x If to the City: Stan Morris With a copy to: City Manager Edward Dion, Esq. City of Sunny Isles Beach City Attorney 18070 Collins Avenue City of Sunny Isles Fourth Floor Beach Sunny Isles Beach, Florida 18070 Collins 33160 Avenue Tel: (305) 792-1776 Fourth Floor Sunny Isles Beach, Florida 33160 Tel: 305 792-1766 If to the Randy Hollingworth Consultant: Bermello Ajamil & Partners, Inc. 4711 S. LeJeune Rd. Coral Gables, FL 33146 Marketing@bermelloajamil.com 305 859-2050 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 rates and other costs used to determine the compensation provided for in this Agreement are accurate, complete, and current as of the date of the Agreement and no higher than those charged to the Consultant's most favored customer for the same or substantially similar services. The said rates and costs shall be adjusted to exclude 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 exercise its rights under this clause within three (3) years following final payment. SECTION 21 GOVERNING LAW/JURISDICTION/VENUE 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, each 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 only and shall not be considered in any interpretation of this Agreement. SECTION 23 EXHIBITS Authorized City Representative's Initials: / 1 Authorized Consultant Representative's Initials: 12 4_x�, 23.1 Each Exhibit referred to in this Agreement forms 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 COUNTERPARTS 24.1 This Agreement may 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 "required," "approved," "approval," "satisfactory," "determined," "acceptable," or words of like import are 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 that the Consultant shall perform certain work "at its own expense," or "without charge," or that certain work will not be paid for separately, such words mean that the Consultant shall not be entitled to any additional compensation from the City for such work. SECTION 26 NOTICE OF COMMENCEMENT/NOTICE TO 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 for any work that does not comply with this Section. SECTION 27 TIME IS OF THE ESSENCE 27.1 All limitations of time set forth in this Agreement or any resulting 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 clarification of this Agreement or the acceptable fulfillment of this Agreement on the part 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 from its failure to do so. All determinations, instructions, and clarifications of the City shall be final unless the Consultant files a written protest with the City Manager within fourteen (14) calendar days after the City's representative notifies the Consultant of any Authorized City Representative's Initials: l•' Authorized Consultant Representative's Initials: 13 4;Z�, such determination, 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 accordance with determinations, instructions, and clarifications of the City's representative. The Consultant's failure to protest the City's Representative's determinations, 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. 28.3 It is specifically agreed that any and all claims by a party 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 substantiate such claims. 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 circumstances shall the Consultant be compensated or reimbursed 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 of skill and judgment which is normally exercised by recognized professional landscape architectural firms performing services of a similar nature, and that the services shall be performed and shall conform to generally accepted landscape architectural fines' standards and practices. Consultant will re -perform any services not meeting this standard without additional compensation. 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 officers, and City agents and employees (collectively "City Indemnified Party") from and against any and all suits, actions, legal 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 Construction 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 expense, subject to thelimitationof the Consultant liability prescribed in this Agreement, Authorized City Representative's Initials:4'k Authorized Consultant Representative's Initials: 14 4X either procure for the City the right to continue using said Construction Documents or replace same with non -infringing Construction Documents. SECTION 31 FORCE MAJEURE 31.1 Neither party shall be considered in default in the performance of its 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 Majeure includes but is not limited to any of the following if reasonably beyond the control of the party claiming Force Majeure: 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 of 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 nature 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 promptly with each other concerning the Force Majeure and shall endeavor to agree upon mutually acceptable corrective action. In the event of a Force Majeure which prohibits performance by the Consultant for more than sixty (60) days, either party may terminate this Agreement for convenience as 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 of 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. Immediately discontinue work on the date and to the extent specified in the notice; B. Place no further orders, contracts or subcontracts for 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 the 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 which services have been suspended. 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 extent that such costs directly result from such suspension of work: Authorized City Representative's Initials: Authorized Consultant Representative's Initials: 15 4X 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 construction, the Consultant shall maintain for the City a record of deviations on the basis of information compiled and furnished, in part, by others, from the work as shown in the drawings and specifications and as actually installed. Before final payment by the City, the Consultant shall revise any drawings and specifications affected by such deviation so that all such documents shall show the work actually installed. A digital drawing or approved equal of the final certified record drawings shall be submitted to the City. 33.2 A review of the markup record drawings at the construction site will be conducted at the progress meeting. SECTION 34 ORDER 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 SECTION 35 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 such 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 CONSULTANT'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 and/or the construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the construction Contract Documents and any health and safety precautions required by such Authorized City Representative's Initials: Authorized Consultant Representative's Initials: 16 4x�. construction work. The Consultant and the Consultant's personnel shall report to the City any health or safety 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 direct the City's contractor's to take any actions that deviate from the approved plans 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 remainder of this Agreement, and the application of such provisions to persons or situations other than those as to which it shall have been held invalid or unenforceable, shall not be affected thereby, 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 agree that this Agreement sets forth the entire agreement between the parties, and that there are no promises 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 BENEFICIARIES 39.1 It is expressly understood and agreed that the enforcement of these terms and conditions shall be reserved to City and Consultant and that there are no third party beneficiaries under this Agreement. SECTION 40 PUBLIC RECORDS 40.1 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 request 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 cost that does not exceed the cost 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 law for the duration of the term of this Agreement and following completion of this Agreement if the CONSULTANT does not transfer the records to the CITY; and (d) upon completion of the Agreement, transfer, 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 the service. If the CONSULTANT transfers all public records to the CITY upon completion Authorized City Representative's Initials: Authorized Consultant Representative's Initials: 17 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 stored 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. If the CONSULTANT 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 SHOULD CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS: THE CITY CLERK, MAURICIO BETANCUR, BY TELEPHONE (305/792-1703), E-MAIL (MBETANCUR@SIBFL.NET), OR MAIL (CITY OF SUNNY ISLES BEACH, OFFICE OF THE CITY CLERK, 18070 COLLINS AVENUE, SUNNY ISLES BEACH, FLORIDA 33160). SECTION 41 DISCRMINATORY 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 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 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 entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity. By execution of this Agreement, CONSULTANT certifies 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 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 entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. By execution of this Agreement, Consultant certifies that it has not been placed on the convicted vendor list as provided in Section/287.133, Florida Statutes. Authorized City Representative's Initial/'"' Authorized Consultant Representative's Initials: 18 4;Z�, SECTION 43 SCRUTINIZED COMPANY 43.1 Pursuant to Section 287.135, Florida Statutes, Consultant 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 million dollars or more, Consultant certifies that it is not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List created pursuant to Section 215.473, Florida Statutes; 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 found to have submitted a false certification as provided under subsection 287.135(5), Florida Statutes; has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel; has been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; 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 parry to the contract registers with and uses the E -Verify system. Florida Statute 448.095 further provides that if a Consultant enters into a contract with a subcontractor, the subcontractor must provide the Consultant with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. In accordance with Florida Statute 448.095, Consultant is required to verify employee eligibility using the E -Verify system for all existing and new employees hired by Consultant during the contract term. Further, Consultant must also require and maintain the statutorily required affidavit of its subcontractors. It is the responsibility of Consultant to ensure compliance with E -Verify requirements (as applicable). To enroll in E -Verify, employers should visit the E -Verify website (https://www.e- verify.gov/employers/enrolling-in-e-verify) and follow the instructions. The Consultant must retain the I-9 Forms for inspection, and provide the attached E -Verify Affidavit, attached hereto as Attachment "H". REMAINDER OF PAGE LEFT INTENTIONALLY BLANK Authorized City Representative's Initials Authorized Consultant Representative's Initials: 19 4X IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day of the last signature date written below. WITNESS: Signature Print Name . Authorized City Representative's Initials:, BERMELLO ARTNERS, INC. By: Randy Holli worth, as ' ice Pres ent Date: February 8, 2021 CITY OF SUNNY ISLES BEACH By: �4 140e� Stan Morris, City Manager Date: A X (012-:---, APPROVED AS TO FORM AND LEGAL SUFFICIENCY i By: Valerie Vicente, City Attorney Authorized Consultant Representative's Initials: 20 4;Z EXHIBIT "A" RFQ AND ADDENDA Authorized City Representative's Initials: Authorized Consultant Representative's Initials: 21 4;Z�, EXHIBIT `B" CONSULTANT'S RFQ RESPONSE Authorized City Representative's Initials: Authorized Consultant Representative's Initials: 22 EXHIBIT "C" Scope of Services The scope of this Agreement is presently planned to consist of one of more of the following specific projects. However, the exact specifications and location for each proposed project are subject to change by the City prior to execution of each Project Agreement or Letter Agreement. If any of the below listed projects do not meet the threshold of the Consultants Competitive Negotiation Act, the City reserves the right, at its sole discretion, to utilize the services of another Consultant to complete the particular project: The following work associated with this Continuing Services Agreement (CSA) may include general landscape architectural services including, but shall not be limited to: providing signed and sealed drawings and specifications for landscaping construction projects, develop bid specifications for landscape maintenance services, site master planning, analysis and design, urban design plans/concept diagrams, open space planning analysis and design, development of design guidelines, development of maintenance standards, perform landscape maintenance service inspections, renderings, beach and dunescaping, active and passive park design, irrigation design, operation and maintenance, median and swale landscaping design, streetscape planning, analysis and design, natural resource planning analysis and design. Provide cost estimates, plans developed on AutoCAD's latest version and copies of a reproducible hard copy and CD of plans to the City, feasibility analysis, peer review analysis, construction phase services including site inspection, building department plan and permit, construction administration services, onsite representation, cost estimates and other landscape architectural services including but not limited to conceptual design, design development, site plan review, preparation of construction documents, and permitting services. Authorized City Representative's Initials Authorized Consultant Representative's Initials:4x 23 EXHIBIT G°D" PROJECT AGREEMENT Between THE CITY OF SUNNY ISLES BEACH And BERMELLO AJAMIL &c PARTNERS, INC. For TITLE OF PROJECT Pursuant to the provisions contained in the Continuing Services Agreement between the City of Sunny Isles Beach ("City") and Bermello Ajamil & Partners, Inc. ("Consultant") for Professional Architectural Services pursuant to Request for Qualifications No. 22-06-01 (hereinafter referred to as "Continuing Services Agreement") dated , this Project Agreement (hereinafter referred to as "Agreement") authorizes the Consultant to provide the services as set forth below: SECTION 1 INCORPORATION OF CONTINUING SERVICES AGREEMENT 1.1 All terms and conditions of the Continuing Services Agreement between the City and the Consultant dated 'not specifically modified by this Agreement shall remain in full force and effect and are incorporated into and made a part of this Agreement by this reference as though set forth in full. SECTION 2 CONSULTANT'S BASIC DUTIES TO CITY 2.1 By executing this Agreement, the Consultant represents to the City that the Consultant is professionally qualified to act as the Consultant for the Project (hereinafter referred to as "the Project") and is licensed to practice architecture by all public entities having jurisdiction over the Consultant and the Project. The Consultant further represents to the City that the Consultant will maintain all necessary licenses, or other authorizations necessary to act as Consultant for the Project until Consultant's duties hereunder have been completed. The Consultant shall be responsible for providing all necessary subconsultants required for the successful completion of the work as outlined in EXHIBIT "l," Scope of Services. The Consultant assumes full responsibility to the City for the improper acts, negligence, and omissions of its subconsultants and of all others employed or retained by the Consultant in connection with the Project. Authorized City Representative's Initials:, Authorized Consultant Representative's Initials: 24 EXHIBIT "D" 2.2 PHASE 1: FEASIBILITY STUDY/PROGRAM VERIFICATION 2.2.1 Execution of this Agreement by the Consultant constitutes a representation that the Consultant has become familiar with the Project site and the local conditions under which the Project is to be implemented. 2.2.2 The Consultant shall provide a Feasibility Study/Programming and Site Verification to evaluate and confirm existing conditions of the Project site are in general conformance and suitability for the Project. Such review shall include but not be limited to a review, examination, and verification of the documents and information furnished by the City concerning the Project site with respect to dimensions, clearances, locations, elevations, and the like before preparing design documents. The Consultant shall be solely responsible for any inaccuracies or conflicts that might have been detected or avoided by such verification. 2.2.3 The Consultant will execute a substantial review of building codes, zoning, & engineering regulation in order to ensure that the Project meets applicable building codes. 2.2.4 The Consultant shall provide City with preliminary space plans, Permit Sets signed and sealed by Consultant's sub -consultant, specifications, drawings, and other documents. 2.3 PHASE 2: SCHEMATIC DESIGN 2.3.1 The Consultant shall prepare, from the approved Feasibility Study/Program Verification, the Schematic Design Studies to achieve a design solution acceptable to the City. The Design Studies shall consist of drawings, concepts, organization, orientation, and an engineering narrative based on the on-site walk thru assessment. 2.3.2 The Consultant shall provide the Schematic Design Studies to the City for review and comments. 2.3.3 The Consultant shall provide project coordination including but not limited to, staff conferences, meetings with City or City's Representatives, and analysis reports regarding building codes and utilities analysis that conform to plan requirements. 2.4 PHASE 3: DESIGN DEVELOPMENT 2.4.1 The Consultant shall prepare the Design Development Documents from the approved Schematic Design. The Design Development Documents shall consist of drawings and other documents, including specifications, to fix and describe the size and character of the Project. Documents will include but are not limited to floor plans, interior elevations/millwork profiles, character of Project as to type of materials, mechanical and electrical systems analysis, and other work as required for construction of the Project. 2.4.2 Consultant shall provide Final Design Development services based on approval of the Schematic Design Package. Authorized City Representative's Initials: Authorized Consultant Representative's Initials: 25 4;Z EXHIBIT "D" 2.4.3 The Consultant shall provide project coordination, including but not limited to: staff conferences, meetings with City or City's Representatives, and analysis reports regarding building code and utilities analysis that conform to plan requirements. 2.4.4 Consultant shall engage in progress reviews with City's Representative at fifty percent (50%) and one hundred percent (100%) completion.of the design stage. 2.4.2 The Consultant shall provide City with five (5) full size copies of plans, including two (2) Permit Sets signed and sealed by Consultant's sub -consultant, specifications, drawings, and other documents. 2.5 PHASE 4: CONSTRUCTION DOCUMENTS 2.5.1 The Consultant shall prepare, from the approved Design Development Phase, Contract Documents consisting of Drawings and Specifications. Consultant will describe in detail Project analysis, including but not limited to: quality levels of materials and systems and other requirements for the Contractor's construction of the Project that is approved by the Design Development Set. 2.5.2 Consultant shall coordinate Project with City or City's Representative. 2.5.3 Consultant shall prepare documentation of systems and coordination of consultants as to the structural, mechanical, fire protection, telecommunications, and related equipment of the Project. 2.5.4 Consultant shall prepare Construction Documents, including but not limited to: floor plans, plans and description of Project systems; structural, mechanical, and electrical analysis, interior elevations, millwork profiles, reflected ceiling systems, and lighting for Project. Consultant shall also prepare reporting as to project materials identification, mechanical and electrical systems analysis, and other work as required for construction of the Project. 2.5.5 The Consultant shall provide City with five (5) full size copies of plans, including two (2) Permit Sets signed and sealed by Consultant's sub -consultant, specifications, drawings, and other documents. 2.5.6 The non-technical documents consisting of the necessary bidding information, General Conditions of the Contract, including any Supplementary Conditions, proposal and contract form shall be prepared by City. The Consultant shall review, respond to questions, and provide the City his comments on these documents. Such documents shall not place any responsibility or obligation on the Consultant that are not already in this contract. 2.5.7 The Consultant will provide the City with two copies of the documents for each Bid Group, which shall be properly sealed and forwarded to the Project Director. Copies of the Contract Documents for the Consultant's use will be the responsibility of the Consultant. Upon approval of the Contract Documents, the Consultant will furnish the City with 2 copies of the CADD Documents. Authorized City Representative's Initials: �1 Authorized Consultant Representative's Initials: 26 4;Z EXHIBIT "D" 2.5.8 Upon approval by the Project Director for the Contract Documents for each Bid Group, the Consultant shall furnish to the Contractor printed copies of the Contract Documents or any permissible form agreed upon by the parties. 2.5.9 The Consultant shall signify his responsibility for the Contract Documents prepared pursuant to this Agreement by affixing his signature, date and seal thereto as required by Chapters 471 and 481, Florida Statutes. If the facility being constructed meets the definition of a threshold building as defined in Chapter 553.71(12), Florida Statutes, then the Consultant shall insert the following statement on each sheet required by Chapters 471 and 481, Florida Statutes, to be signed, sealed and dated by the Consultant. To the best of my knowledge, the plans, specifications and addenda comply with the applicable minimum building codes. 2.5.10 Where this Agreement provides for the City's approval of the Consultant's design suggestions and decisions, such approval shall not relieve the Consultant of any responsibility hereunder. 2.5.11 The Consultant, whether utilizing a computer aided design and drafting application (CADD) or a manual design and drafting technique, shall provide the City with two (2) sets of CD/DVD files at the conclusion of the Construction Documents phase. The parties may agree on the format for the files to be produced if a format is not acceptable to either party. 2.5.12 The electronic files to be delivered under this Agreement contain information to be used for the production of contract documents for the Project and are provided as an accommodation to City. The official Contract Documents of record are those printed documents produced by the Consultant which bear the company seal and signatures. The electronic files to be delivered under this Agreement are not Contract Documents. These files were created to supplement the official Contract Documents. Due to the possibility that files of this nature can be modified, either unintentionally or otherwise, or that the information contained in these files can be used in a manner for which they were not originally intended, Consultant makes no representation that the files, after delivery, will remain an accurate representation of the source date in the Consultant's possession, or are suitable for any other purpose or use, and all indications of Consultant's (and its subcontractors, if any) involvement shall be removed from each electronic display and shall not be included in any prints produced therefrom. City understands and agrees that the right to use the electronic files provided under the Agreement is specifically limited to same; Consultant does not have the right to sub -lease for City's use any software required to access the electronic files, and no such license is granted hereby. City acknowledges its responsibility to obtain all hardware and software needed to access the electronic files. 2.6 PHASE 5: PERMITTING, BIDDING, & NEGOTIATION Authorized City Representative's Initials: Authorized Consultant Representative's Initials: 27 EXHIBIT "D" 2.6.1 The Consultant shall acknowledge that the City or City's Representative will administer the solicitation of bids to prequalified contractors as determined by City. 2.6.2 The Consultant shall provide permit set coordination and project coordination including but not limited to, staff conferences, provision of bidding/proposal documents, reproduction of bidding/proposal documents, analysis of alternative bid submissions, pre- bid conference evaluations, bid proposal review and negotiation meetings. 2.6.3 The Consultant, consulting with the City, shall prepare necessary addenda to each Bid Group and provide copies of each as appropriate to the Contractor. All addenda, prior to distribution, shall be approved by the Project Director. Copies of each addendum, properly sealed, shall be forwarded to the Project Director. 2.6.4 The Consultant shall attend two (2) General Contractor bid review meetings as requested by City. 2.6.5 The Consultant shall review and respond to questions from bidding contractors and develop any addenda drawings to address concerns as needed by the City. 2.6.6 The Consultant will assist the Contractor in evaluating all bids received and provide comment and recommendation to the City on each proposed authorization for work in connection with the Project. 2.7 PHASE 6: CONSTRUCTION ADMINSTRATION 2.7.1 Construction Phase — Administration of the Construction Contract Work under Contract to Contractor. 2.7.2 The Consultant shall represent the City during construction and shall facilitate all instructions and other appropriate communications between the City and the Contractor, which shall be communicated through the Consultant. The Consultant shall act on behalf of the City only to the extent provided herein and in the Construction Contract. 2.7.3 The Consultant shall act as City's advocate during field observations, Project submittal review, work modifications, and constructor Payment Applications. 2.7.4 The Consultant shall receive submittals such as Shop Drawings, Product Data and Samples from the Contractor and shall review and approve or take other appropriate action upon them, but only for the limited purpose of checking for conformance with the design concept of the Project and with the information given in the Contract Documents. Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions, quantities, and installation or performance of equipment or systems, which are the Contractor's responsibility. The Consultant's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Consultant, of any construction means, methods, techniques, sequences or procedures. Such action shall be taken with reasonable promptness so as to cause no unreasonable delay. The Consultant's approval of a specific item shall not indicate approval of an Authorized City Representative's Initials Authorized Consultant Representative's Initials: 28 4X EXHIBIT "D" assembly of which the item is a component. The review period shall be within two (2) weeks per submission. Field modifications due to design flaws shall not be charged to the City. 2.7.5 The Consultant shall obtain permits from all required agencies for the Project. 2.7.6 The Consultant shall provide periodic Construction Administration visits to the site to become generally familiar with the progress and the general quality of the Work and to determine in general if the Work is proceeding in accordance with the Contract Documents. On the basis of such on-site observations of the Consultant, the Consultant shall keep the City informed of the progress and the general quality of the Work, and shall endeavor to guard the City against defects and deficiencies observed in the Work of the Contractor. 2.7.7 The Consultant shall provide City with five (5) full size copies of plans, including two (2) Permit Sets signed and sealed by Consultant's sub -consultant, specifications, drawings, and other documents. 2.7.8 Construction Administration visits shall be a one (1) visit every two (2) weeks, unless modified by City and Consultant, for the duration of the construction/fabrication period and up to six (6) months. Consultant shall include one (1) Punch List review during the Construction Administration phase of Project. 2.7.9 The Consultant shall participate in construction meetings on site with City's Representative, Consultant & Contractor (OAC Meetings), and provide meeting minutes no later than four (4) days after the meeting. 2.7.10 Unless otherwise provided in this Agreement and incorporated in the Contract Documents, the Consultant shall provide administration for the Construction Contract as set forth below and in the Conditions of the Contracts for Construction, as developed by the Contractor with the approval of the Consultant and City. 2.7.11 The Consultant shall not have control or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, for acts or omissions of the Contractor, subcontractor or any other persons performing any of the Work, or for failure of any of them to carry out the Work in accordance with the Contract Documents. The Consultant shall not be responsible for the Contractor. The Consultant shall at all times have access to the Work wherever it is in preparation or progress. 2.7.12 Based on the Consultant's observations at the site, the recommendations of the Contractor and an evaluation of the Application for Payment, the Consultant shall determine the amounts owing to the Contractor and shall issue a Certificate of Payment in such amounts, as provided in the Contract Documents. 2.7.13 The issuance of a Certificate for Payment shall constitute a representation by the Consultant to the City, based on the Consultant's observation at the site and on the data comprising the Application for Payment that Work has progressed to the point indicated; that, to the best of the Consultant's knowledge, information and belief, the quality of Work is in Authorized City Representative's Initials: /, Authorized Consultant Representative's Initials: 29 4x�. EXHIBIT "D" accordance with the Contract Documents (subject to an evaluation of Work for conformance with the Contract Documents upon Substantial Completion, to the results or any subsequent tests required by or performed under the Contract Documents, to minor deviations from the Contract Documents correctable prior to completion, and to any specific qualifications stated in the Project Certificate for Payment); and that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Consultant has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 2.7.14 Should disagreement occur between the Contractor and Consultant over acceptability of work and conformance with the requirements of the specifications and plans, the Project Director shall be the final judge of performance and acceptability. 2.7.15 All interpretations and decisions of the Consultant shall be consistent with the intent of, and reasonably inferable from, the Contract Documents, and shall be in writing or in graphic fonn. 2.7.16 The Consultant's decision with the consent of City in matters relating to artistic effect shall be final if consistent with the intent of the Contract Documents. The Consultant's decisions on any other claims, disputes or other matters, including those in question between the City and the Contractor, shall be subject to claims provisions provided in this Agreement and in the Contract Documents. 2.7.17 The Consultant shall recommend to the City to reject work, which does not conform to the Contract Documents. Whenever, in the Consultant's reasonable opinion, it is necessary or advisable to insure conformance with the provisions of the Contract Documents, the Consultant shall have authority to require special inspection or testing of Work in accordance with the provisions of the Contract Documents, whether or not such work be then fabricated, installed or completed; but the Consultant shall take such action only after consultation with the Contractor and City. 2.7.18 If the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems, materials or equipment, the Consultant shall specify the appropriate performance and design criteria that such services must satisfy. The Consultant shall review Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor that bear such professional's seal and signature when submitted to the Consultant. The Consultant shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals. Authorized City Representative's Initials Authorized Consultant Representative's Initials: 30 Z�, EXHIBIT "D" 2.7.19 The Consultant shall review and approve or take other appropriate action on Change Orders prepared by the Contractor for the City's authorization in accordance with the Contract Documents. 2.7.20 The Consultant shall have authority to order minor changes in Work not involving an adjustment in a Contract Sum or an extension of a Contract Time and which are not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order issued to the Contractor endorsed by the Project Director. 2.7.21 'The Consultant, assisted by the Contractor, shall conduct inspections to determine the dates of substantial completion and final completion and shall issue appropriate Certificates. 2.7.22 The Consultant shall assist the Contractor in receiving and forwarding to the City written warranties and related documents assembled by the Contractor. 2.7.23 The extent of the duties, responsibilities and limitations of authority of the Consultant as a representative of the City during construction shall not be modified or extended without the written consent of the Consultant and the City. 2.8 ADDITIONAL SERVICES The following services of the Consultant are not included in Sections 2.3 through 2.7, nor in EXHIBIT "l," Scope of Services. Nevertheless, the Consultant shall provide such services as related to the Project if authorized in writing by the City prior to the performance or furnishing of same, and, unless otherwise specified in this Agreement, said services shall be paid for by the City as provided hereinafter. 2.8.1 Making revisions in drawings, specifications or other documents when such revisions are inconsistent with written direction by the City previously given, are required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents and not reasonably anticipated, or are due to other causes not within the control or responsibility of the Consultant, either in whole or in part. 2.8.2 Preparing drawings, specifications and supporting data in connection with Change Orders, provided that such Change Orders are issued by the City due to causes not within the control or responsibility of the Consultant, either in whole or in part. 2.8.3 Providing services concerning repair or replacement of work damaged by fire or other cause during construction provided that such services are required by causes not the responsibility of the Consultant, either in whole or in part. 2.8.4 Providing services made necessary solely by the default of the Contractor or defects or deficiencies in the work of the Contractor. 2.9 SERVICE SCHEDULE Authorized City Representative's Initials: Authorized Consultant Representative's Initials: 31 4x�. EXHIBIT "D" 2.9.1 The Consultant shall perform its services expeditiously in accordance with the time frames set forth in the "Project Schedule" set forth in EXHIBIT "3". The Consultant may, however, submit for the City's approval a schedule for the performance for the Consultant's services that shall include allowance for time required for the City's review of submissions and for approvals of authorities having jurisdiction over the Project. The City shall review and approve or reject any schedules submitted by the Consultant within five (5) working days of said submittal. If, in the event that construction of the Project is suspended for more than thirty (30) days, the Consultant shall also suspend Construction Administration Services upon request of City. Any time spent on the Project at the request of the City or on the City's behalf during this suspension shall be additional services and shall be paid based on the Standard Hourly Rates attached to this Agreement as EXHIBIT "2". The reasonable term of construction upon which the fees for Construction Administration Services in this Agreement are based, shall be extended to include the period of construction suspension. This schedule, when approved by the City, shall not, except for cause, be exceeded by the Consultant. In the event the City rejects any schedules submitted by the Consultant, the Consultant shall submit a revised schedule within forty- eight (48) hours of said rejection. Submission of a schedule acceptable to the City and to which the City makes no objection shall be a condition precedent for any payment to the Consultant. 2.9.2 Upon receipt of the Notification of Commencement and the fully executed Purchase Order, the Consultant shall commence services to the City on the Commencement Date, and shall continuously perform services to the City, without interruption, in accordance with the time frames set forth in the "Project Schedule," a copy of which is attached and incorporated into this Agreement as EXHIBIT "3." The number of calendar days from the Commencement Date, through the date set forth in the Project Schedule for completion of the Project or the date of actual completion of the Project, which ever shall last occur, shall constitute the Contract Time. 2.9.3 [Reserved] 2.9.4 No Damages for Delay: The Consultant shall not be entitled to any claim for damages including, but not limited to, loss of profits, loss of use, home office overhead expenses, equipment rental and similar costs on account of delays in the progress of the Project from any cause or national disaster or emergency, unusual delay in deliveries, unusual delay in procuring permits, differing site conditions, unavoidable casualties or other cause beyond the Consultant's control, or by delay authorized by the City, or by other causes which the Consultant determines may justify delay. The Consultant's sole recovery and remedy for any such delay shall be a reasonable extension of time and a revision to the Project Schedule as determined by the City. However, additional costs to the Consultant or delays in the Consultant's performance caused by improperly timed activities shall not be the basis for granting a time extension. If the Consultant wishes to make a claim for an increase in time of performance, written notice of such claim shall be made to the City within three (3) working days after the occurrence of the event, or the first appearance of the condition giving rise to such claim. The City's representative shall determine whether the Consultant is entitled to a time extension for the delay. The failure of the Consultant to give such notice shall constitute a waiver of any claim under this section. Authorized City Representative's Initials Authorized Consultant Representative's Initials:4;Z 32 EXHIBIT "D" 2.9.5 Notwithstanding the provisions of Subparagraph 2.9.4, in the event that the Contractor fails to substantially complete the Project on or before the Substantial Completion date specified in the Construction Contract or the Contractor is granted an extension of the time to complete performance under the Construction Contract and the Consultant's Contract Administration Services are materially extended by the City as a direct result thereof and through no fault of the Consultant, the Consultant shall be entitled to additional compensation at the rates shown in attached EXHIBIT "2". The amount of compensation due by the Consultant under this Subparagraph shall be pursuant to approved written Amendment to this Agreement. 2.10 PERSONNEL 2.10.1 The Consultant shall assign only qualified personnel to perform any service concerning the Project. At the time of execution of this Agreement, the parties anticipate that the following named individuals will perform those supervisory or primary functions indicated: NAME FUNCTION Randy Hollingworth Vice President So long as the individuals named above remain actively employed or retained by the Consultant, they shall perform the functions indicated next to their names. Furthermore, the City reserves the right to reject any proposed substitution for any of the above named individuals, and the City shall have the further right to require that any individual assigned to the Project by the Consultant be removed from the Project and reassigned for good cause. SECTION 3 CITY'S BASIC DUTIES TO CONSULTANT 3.1 The City shall provide the Consultant with adequate information regarding the City's requirements for the Project including any desired or.required design or construction schedule, or both, and any budgetary requirements including fixed limit of construction cost, prior to the start of the Construction Documents Phase of design, upon which the Consultant shall be entitled to rely. 3.2 The City shall review any documents submitted by the Consultant requiring the City's decision, and shall render any required decision pertaining thereto in a timely fashion. 3.3 The City shall furnish structural, mechanical, chemical and other laboratory tests, inspections and reports as required by law or the Construction Contract. 3.4 If the City becomes aware of any fault or defect in the Project, nonconformance with the Construction Contract, or of any errors, omissions or inconsistencies in the drawings or specifications, prompt notice thereof shall be given by the City to the Consultant. Authorized City Representative's Initials: Authorized Consultant Representative's Initials: 33 4;Z EXHIBIT "D" 3.5 The City shall perform those duties set forth in Sections 3.1 through 3.4 as expeditiously as may reasonably be necessary for the orderly progress of the Consultant's services and of the work. 3.6 The City's review of any documents prepared by the Consultant or its subconsultants shall be solely for the purpose of determining whether such documents are generally consistent with the City's construction program and intent. No review of such documents shall relieve the Consultant of its responsibility for the accuracy, adequacy, fitness, suitability and coordination of its work product. SECTION 4 CONSTRUCTION COSTS 4.1 If the cost of construction exceeds the cost agreed upon by the City by more than 5% of the lowest bona fide bid or negotiated proposal, the City may (1) give written approval of an increase in such fixed limit, (2) authorize rebidding or renegotiating of the Project, (3) terminate the Project and this Agreement in accordance herewith, or (4) cooperate in revising the Project scope or quality, or both, as required to reduce the construction cost. In the case of (4), the Consultant, without additional charge to the City, shall consult with the City and shall revise and modify the drawings and specifications as necessary to achieve compliance with the cost agreed upon by the City. Absent negligence on the part of the Consultant in making its estimates of probable construction cost, providing such modifications and revisions shall be the limit of the Consultant's responsibility arising from the establishment of such construction costs, and having done so, the Consultant shall be entitled to compensation for all other services performed, in accordance with this Agreement. SECTION 5 BASIS OF COMPENSATION 5.1 The City shall compensate the Consultant for an amount not to exceed based on services rendered pursuant to Sections 2.3 through 2.7 and EXHIBIT "1," Scope of Services, of this Agreement by allocating the estimated percentage of work for each of the phases set forth in Section 5.2. Billings for each phase shall not exceed the amount allocated to each phase. 5.2 Payment to the Consultant of the sum set forth in Section 5.1 shall be allocated based on the estimated percentage of work completed for each of the following phases: Task Description.................................................................................. $XXX,XXX XX% Task Description..................................................................................$XXX,XXX XX% Task Description..................................................................................$XXX,XXX XX% 5.3 Additional services of the Consultant as described in Section 2.7, if any, shall be compensated as follows: See EXHIBIT "2" of this Agreement "Fee Schedule" — Authorized City Representative's Initials Authorized Consultant Representative's Initials: 34 4;Z EXHIBIT "D" 5.4 Reimbursable Expenses as defined in Section 6 shall be reimbursed to the Consultant by the City as provided in Section 6. 5.5 If the scope of the Consultant's services are changed materially through no fault of the Consultant, compensation due to the Consultant shall be equitably adjusted, either upward or downward. SECTION 6 BILLING AND PAYMENTS TO CONSULTANT 6.1 Billing by the Consultant shall be in accordance with EXHIBIT "2" of this Agreement. Payments to the Consultant shall also be in accordance with EXHIBIT "F" of the Continuing Services Agreement and EXHIBIT "2" of this Agreement. 6.2 REIMBURSABLE EXPENSES 6.2.1 Reimbursable Expenses shall mean expenses incurred by the Consultant and Consultant's subconsultants in the interest of the Project, as follows: Not to exceed $ without prior written authorization by the City. 6.2.1.1 Reasonable expenses of: mileage reimbursement in accordance with Chapter 112, Florida Statutes; fees paid for securing approval of authorities having jurisdiction over the Project; actual cost of reproduction, postage and handling of drawings, specifications and other documents; renderings, models and mock-ups requested by the City; additional insurance coverage or limits, including professional liability insurance, requested by the City in excess of that required in the Request For Qualifications. The Consultant shall only be reimbursed for the direct cost of the item without additional mark-up. Costs for meals, snacks, and beverages are not considered a reimbursable expense. SECTION 7 TERM 7.1 This Agreement shall commence on the date this instrument is fully executed by all parties and shall continue in full force and effect through , unless otherwise terminated pursuant to Section 8.1 or 8.2, or other applicable sections of this Agreement. The City's City Manager, in his sole discretion, may extend the term of this Project Agreement through written notification to the Consultant. Such extension shall not exceed one -hundred eighty (180) days. No further extensions of this Agreement shall be effective unless authorized by City code or City Commission action. SECTION 8 TERMINATION 8.1 TERMINATION FOR CAUSE 8.1.1 This Agreement maybe terminated by either party upon seven (7) days' written notice to the other should such other party fail substantially to perform in accordance with its material terms through no fault of the party initiating the termination. In the event of a Authorized City Representative's Initials Authorized Consultant Representative's Initials: 35;Z�. EXHIBIT "D" termination for cause, the Consultant shall be entitled to receive compensation for any work completed pursuant to the Agreement to the satisfaction of the City through the date of termination, less any amounts which the City reasonably deems necessary to withhold in order to correct any defects or deficiencies in the work performed by the Consultant. In no event shall the City pay for profit or overhead on work not performed. 8.2 TERMINATION FOR CONVENIENCE 8.2.1 This Agreement may be terminated by the City without cause upon ten (10) days' written notice to the Consultant. In the event of such a termination without cause, the Consultant shall be compensated for all services completed pursuant to this Agreement to the satisfaction of the City up to and through the date of termination, together with Reimbursable Expenses incurred. In such event, the Consultant shall promptly submit to the City its invoice for final payment and reimbursement which invoice shall comply with the provisions of Section 2.5 of EXHIBIT "F" of the Continuing Services Agreement. 8.2.2 Under no circumstances shall the City make payment of profit or overhead for work that has not been performed. Additionally, the City shall not make payment for the following items: 8.2.2.1 Anticipated profits or fees to be earned on completed portions of the work; 8.2.2.2 Consequential damages; 8.2.2.3 Costs incurred in respect to materials, equipment or services purchased or work done in excess of reasonable quantitative requirements of this Agreement; 8.2.2.4 Expenses of Consultant due to the failure of Consultant or its subconsultants to discontinue the work with reasonable promptness after notice of termination has been given to the Consultant; and 8.2.2.5 Losses upon other contracts or from sales or exchanges of capital assets or Internal Revenue Code Section 1231 assets. 8.2.2.6 Damage or loss caused by delay. 8.3 Assignment Upon Termination. Upon termination of this Agreement, the work product of the Consultant shall become the property of the City and the Consultant shall within ten (10) working days of receipt of written direction from the City, transfer to either the City or its authorized designee, all work product in its possession, including but not limited to, designs, specifications, drawings, studies, reports and all other documents and data in the possession of the Consultant pertaining to this Agreement. Upon the City's request, the Consultant shall additionally assign its rights, title and interest under any subcontractor's agreements to the City. All work product provided under this Section shall be used solely for its intended purpose. Authorized City Representative's Initials: Authorized Consultant Representative's Initials: 36 4;Z\ EXHIBIT "D" SECTION 9 SEVERABILITY 9.1 If any term or provision of this Agreement or its application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement or the application of such terms or provisions to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law. SECTION 10 INSURANCE 10.1 In addition to the insurance requirements set forth in Section 15 of the Continuing Services Agreement dated , Consultant agrees to maintain, on a primary non- contributory basis and at its sole expense, at all times during the life of this Agreement, the following insurance coverages, limits, 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 obligations assumed by Consultant 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: [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] Authorized City Representative's Initials: Authorized Consultant Representative's Initials: 37 4;Z� EXHIBIT "D" IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the respective dates under each signature: the City, signing by and through its Mayor, attested to by its City Clerk, duly authorized to execute same and by Bermello Ajamil & Partners, Inc., signing by and through its Vice President duly authorized to execute same. AUTHENTICATION: City Clerk Mauricio Benatcur (SEAL) CITY CITY OF SUNNY ISLES BEACH, FLORIDA Dana Robin Goldman day of , 2022. Approved as to form for the City: Edward A. Dion, City Attorney Edward A. Dion City Attorney Authorized City Representative's Initials: h' Authorized Consultant Representative's Initials: 38 4x�. EXHIBIT "D" CONSULTANT M. AUTHENTICATE: Secretary Please type name of Secretary day of (CORPORATE SEAL) WITNESSES: 20 . Authorized City Representative's Initials:, Authorized Consultant Representative's Initials:4;Z�, 39 Authorized City Representative's Initials: EXHIBIT "D" EXHIBIT "1" SCOPE OF SERVICES Ell] Authorized Consultant Representative's Initials: EXHIBIT "D" EXHIBIT 'T' FEE SCHEDULE Authorized City Representative's lnitials:4�1 Authorized Consultant Representative's Initials: 41 4x EXHIBIT "D" EXHIBIT "Y PROJECT SCHEDULE Authorized City Representative's Initials: '4 Authorized Consultant Representative's Initials: 42 4;Z�, EXHIBIT "E" RESERVED Authorized City Representative's Initials Authorized Consultant Representative's Initials: 43 Z�. EXHIBIT "F" COMPENSATION AND METHOD OF PAYMENT City agrees to pay the Consultant, as compensation for the consulting services provided for in this Agreement, an amount to be negotiated by the City and the Consultant, in accordance with the provisions of this Agreement and the City Ordinances and/or policy. 1. METHOD OF BILLING AND PAYMENT 1.1 The Consultant shall submit invoices no more frequently than once per month to the City's Representative for services performed to date under this Agreement. Said invoice shall include at minimum the items identified in Section 4 below. 1.2 The City agrees that it will make its best efforts to pay the Consultant within twenty (20) calendar days of receipt of the Consultant's correct statement as provided herein. 1.3 Payment will be made to the Consultant at the following address: Bermello Ajamil & Partners, Inc. 4711 S. LeJeune Rd Coral Gables, FL 33346 2. INVOICES Consultant invoices must consist of the following: 2.1 FOR PROJECT SUM WORK/SERVICES A. Project Number and Project Name assigned by City B. Date C. Billing Period D. Invoice Number E. Purchase Order Number F. Phase of work as set forth in the work authorization and the estimated percentage of work completed. Billings for each phase shall not exceed the amount allocated to said phase. Invoice shall include a summary of fees with accrual of the total and credits for portions paid previously. G. Amount billed to date on previous invoices H. Amount paid to date on previous invoices I. If multiple City accounts are used, allocation of work to each account. J. Beginning and ending balance amount K. When requested by City, Consultant shall provide backup for past and current invoices that record hours, hourly rate costs and expenses so that total hours and costs by tasks may be determined. Authorized City Representative's Initials: Authorized Consultant Representative's Initials: 44 Z�, EXHIBIT "F" 2.2 Invoices shall be accompanied by such supporting documentation as the City may from time to time reasonably request. Supporting documentation for Reimbursable Costs shall include, but not be limited to the following: A. Labor costs shall be supported by a description of the work performed during the invoiced period, if requested, as agreed to by the City, and by person. B. Billings by the Consultant for the City -approved services, expenses, and other costs for outside commitments, of vendors, suppliers and subconsultants shall be supported by copy of such third parties' original invoice and related supporting documentation. C. Where authorized, billings for travel and per diem expenses excluding meals, shall be supported by travel expense reports. Travel expenses shall not exceed the amounts authorized by Chapter 112, of Florida Statutes. D. The Consultant will prepare and the Consultant's Project Manager will sign each invoice submitted. 2.3 Consultant Pay Requests: The Consultant's payment requests for services shall, where applicable, reflect the allocations as provided in this Agreement and shall state the percentage of completion as to each such allocation. The invoice shall bear the signature of the Consultant, which signature shall constitute the Consultant's representation to the City that the services indicated in the invoice have progressed to the level indicated, have been properly and timely performed as required herein, that the rates billed are correct and in accordance with the rates set forth in the fee schedule attached to the Project Agreement or Letter Agreement, that the Reimbursable Expenses included in the invoice have been reasonably incurred, that all obligations of the Consultant covered by prior invoices have been paid in full, and that, to the best of the Consultant's knowledge, information and informed belief, the amount requested is currently due and owing, there being no reason known to the Consultant that payment of any portion thereof should be withheld. Submission of the Consultant's invoice for final payment and reimbursement shall further constitute the Consultant's representation to the City that, upon receipt from the City of the amount invoiced, all obligations of the Consultant to, others, including its subconsultants, incurred in connection with the Project, will be paid in full. 2.4 The City may withhold payment on items lacking proper support until such support is received and accepted by the City. Disputed items will be deducted from invoices by the City and referred to the Consultant for clarification to avoid delay in payment of undisputed items. Payment by the City of the Consultant's invoices shall be without prejudice to the City's right to audit the Consultant's invoices and to challenge the correctness of the invoice at any time thereafter. 2.5 As soon as practical after submission to the City of 1) the Consultant's final statement supported by an invoice, and 2) a certificate signed by the City's Representative that the work under this Agreement has been satisfactorily completed, the City shall make final payment in an amount which will make the aggregate of all progress payments and the final payment equal to the full amount due under this Agreement. Submission of the Consultant's invoice for final payment and reimbursement shall constitute the Consultant's representation to the City that, upon receipt from the City of the amount invoiced, all obligations of the Consultant to others, including its subconsultants, incurred in connection with the Project, shall be paid in full. The Consultant shall deliver to the City all documents requested by the City evidencing payment to any and all subconsultants, Authorized City Representative's Initials: Authorized Consultant Representative's Initials:- 45 2.6 EXHIBIT "F" and all final specifications, plans or other documents as dictated in the Agreement. Acceptance of final payment shall constitute a waiver of all claims against the City by the Consultant. The Consultant shall promptly repay to the City, within thirty (30) days after receipt of the City's request, any overpayment by the City. Authorized City Representative's Initials Authorized Consultant Representative's Initials:4x�. 46 EXHIBIT "G" Sunny Isles Beach AccountNo.: Sunny Isles Beach Project No.: (if applicable) PROJECT TITLE Letter Agreement No. LA Pursuant to the provisions contained in the Continuing Services Agreement between the City of Sunny Isles Beach ("City") and Bermello Ajamil & Partners, Inc. ("Consultant") for Professional Architectural Services pursuant to Request for Qualifications No. 20-07-01 (hereinafter referred to as "Continuing Services Agreement") dated , this Letter Agreement authorizes the Consultant to provide the services as set forth below. The City and the Consultant hereby agree as follows: A. INCORPORATION OF CONTINUING SERVICES AGREEMENT 1. All terms and conditions of the Continuing Services Agreement between the City and the Consultant, not specifically modified by this Letter Agreement shall remain in full force and effect and are incorporated into and made a part of this Letter Agreement by this reference as though set forth in full. B. SCOPE OF SERVICES: The Consultant will perform the following: 1. Provide a general description of the work. The last sentence of the description to read, "The work under this Letter Agreement shall include the following specific tasks:" a) b) C. TERM AND TERMINATION 1. This Letter Agreement shall be effective on the date it is executed by the last party to execute it and shall be effective for a period of two (2) years from the date of execution. 2. This Letter Agreement may be terminated by either party upon seven (7) days' written notice to the other should such other party fail substantially to perform in accordance with its material terms through no fault of the party initiating the termination. In the event of a termination for cause, the Consultant shall be entitled to receive compensation for any work completed pursuant to the Letter Agreement to the satisfaction of the City through the date of termination, less any amounts which the City reasonably deems necessary to withhold in order to correct any defects or deficiencies in the work performed by the Consultant. In no event shall the City pay for profit or overhead on work not performed. Authorized City Representative's Initials: Authorized Consultant Representative's Initials: 47 4;Z 3. This Letter Agreement may be terminated by the City without cause upon ten (10) days' written notice to the Consultant. In the event of such a termination without cause, the Consultant shall be compensated for all services completed pursuant to this Letter Agreement to the satisfaction of the City up to and through the date of termination, together with Reimbursable Expenses incurred. In such event, the Consultant shall promptly submit to the City its invoice for final payment and reimbursement which invoice shall comply with the provisions of Section 2.5 of EXHIBIT "F" of the Continuing Services Agreement and Section F of this Letter Agreement. 4. Under no circumstances shall the City make payment of profit or overhead for work that has not been performed. Additionally, the City shall not make payment for the following items: a. Anticipated profits or fees to be earned on completed portions of the work; b. Consequential damages; c. Costs incurred in respect to materials, equipment or services purchased or work done in excess of reasonable quantitative requirements of this Letter Agreement; d. Expenses of Consultant due to the failure of Consultant or its subconsultants to discontinue the work with reasonable promptness after notice of termination has been given to the Consultant; e. Losses upon other contracts or from sales or exchanges of capital assets or Internal Revenue Code Section 1231 assets; and f. Damage or loss caused by delay. IIlls QM 0MAa-17_10.3a W 1. 2. E. SCHEDULE The Consultant will commence work upon receipt of an executed Letter Agreement and shall perform its services as expeditiously as practical to meet the project schedule attached as EXHIBIT "1" to this Letter Agreement. 2. Upon receipt of the fully executed Purchase Order, the Consultant shall commence services to the City, and shall continuously perform services to the City, without interruption, in accordance with the time frames set forth in the "Project Schedule," a copy of which is attached and incorporated into this Letter Agreement as EXHIBIT "l." The number of calendar days from the Commencement Date, through the date set forth in the Project Schedule for completion of the Project or the date of actual completion of the Project, which ever shall last occur, shall constitute the Contract Time. 3. No Damages for Delay: The Consultant shall not be entitled to any claim for damages including, but not limited to, loss of profits, loss of use, home office overhead expenses, equipment rental and similar costs on account of delays in the progress of the Project from Authorized City Representative's Initials: Authorized Consultant Representative's Initials:4;Z�, 48 any cause or national disaster or emergency, unusual delay in deliveries, unusual delay in procuring permits, differing site conditions, unavoidable casualties or other cause beyond the Consultant's control, or by delay authorized by the City, or by other causes which the Consultant determines may justify delay. The Consultant's sole recovery and remedy for any such delay shall be a reasonable extension of time and a revision to the Project Schedule as determined by the City. However, additional costs to the Consultant or delays in the Consultant's performance caused by improperly timed activities shall not be the basis for granting a time extension. If the Consultant wishes to make a claim for an increase in time of performance, written notice of such claim shall be made to the City within three (3) working days after the occurrence of the event, or the first appearance of the condition giving rise to such claim. The City's representative shall determine whether the Consultant is entitled to a time extension for the delay. The failure of the Consultant to give such notice shall constitute a waiver of any claim under this section. F. COMPENSATION 1. The City shall compensate the Consultant for an amount not to exceed based on services rendered pursuant to Section B Scope of Services, of this Letter Agreement by allocating the estimated percentage of work for each of the tasks set forth in Section F.2 below. Billings for each task shall not exceed the amount allocated to each phase. 2. Payment to the Consultant of the sum set forth in Section F.1 shall be allocated based on the estimated percentage of work completed for each of the following tasks: TaskDescription.............................................................................................. $XXX,XXX Task Description ...................... ... $XXX,XXX ..................................................................... Task Description.............................................................................................. $XXX,XXX G. BILLING AND PAMENTS TO CONSULTANT 1. Billing by the Consultant shall be in accordance with the fee schedule in EXHIBIT 442" of this Agreement. Payments to the Consultant shall also be in accordance with EXHIBIT "F" of the Continuing Services Agreement. H. KEY CONSULTANT PERSONNEL I�yVAI Vaty.\:7191VA 1. If any term or provision of this Letter Agreement or its application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Letter Agreement or the application of such terms or provisions to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be Authorized City Representative's Initials Authorized Consultant Representative's Initials:4x�, 49 affected, and every other term and provision of this Letter Agreement shall be deemed valid and enforceable to the extent permitted by law. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] Authorized City Representative's Initials:19�k Authorized Consultant Representative's Initials: 50 4;Z�, IN WITNESS WHEREOF, the parties hereto have made and executed this Letter Agreement on the respective dates under each signature: The City, signing by and through its City Manager, Stan Morris and by Bermello Ajamil & Partners, Inc., signing by and through its Vice President, Randy Hollingworth, the duly authorized officer to execute same. CITY OF SUNNY ISLES BEACH, FLORIDA am Stan Morris, City Manager day of , 20XX. BERMELLO AJAMIL & PARTNERS, INC. Randy Hollingworth, Vice President/Partner Authorized City Representative's Initials: Authorized Consultant Representative's Initials: 51 4;Z�, EXHIBIT "1" PROJECT SCHEDULE Authorized City Representative's Initials: 4�4 Authorized Consultant Representative's Initials: 52 4;Z\ EXHIBIT "2" FEE SCHEDULE Authorized City Representative's Initials: Authorized Consultant Representative's Initials: 53 4x EXHIBIT "H" &VERIFY AFFIDAVIT Authorized City Representative's Initials: 4m Authorized Consultant Representative's Initials: 54 4x\ City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax EXHIBIT 2 BERMELLO AJAMIL & PARTNERS, LLC — FIRST AMENDMENT Page 5 of 7 i3/B'er;eLLo Ajamil & Partners PREPARED 10-03-2025 2025 - Bermello Ajamil & Partners Inc. Billing Rates ARCHITECTURE ENGINEERING PLANNING LANDSCAPE ARCHITECTURE INTERIOR DESIGN CONSTRUCTION SERVICES CATEGORY BILLING RATE Principal $392.00 Project Manager $275.00 Sr. Landscape Architect $225.00 Sr. Planner $225.00 Landscape Architect $175.00 Senior Planner $250.00 Landscape Designer $150.00 Sr. Cad Technician $150.00 Clerical $120.00 Planner $170.00 Senior Project Manager $307.00 Rates effective to October 1, 2025 BermelloAjamil.com 4711 South LeJeune Road, Coral Gables, Florida 33146 USA I (phone) +1 305.859.2050 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax EXHIBIT 3 BERMELLO AJAMIL & PARTNERS, LLC — FIRST AMENDMENT Page 6 of 7 O� SJNNY_/s`F�e � F u x tis C, ➢,•Q4 FLR`O-BOYCOTT CERTIFICATION CONTRACTOR ANTI r� of sua �a [PURSUANT TO FLORIDA STATUTE § 287.1351 I, , 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 BERMELLO AJAMIL & PARTNERS, LLC — FIRST AMENDMENT Page 7 of 7 O�SUPINY IS(e�6, � n U = 3'x r 9F.. FLOp\ y@ `'Trop SUN 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: