HomeMy WebLinkAboutExhibitFIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT
This First Amendment to extend the PROFESSIONAL SERVICES AGREEMENT
("Agreement") made this day of , 2011 between the City of Miami, a municipal
corporation of the State of Florida (hereinafter, "City"), and EB Jacobs, LLC., a Pennsylvania
Corporation authorized to transact business in the State of Florida (hereinafter, "Provider"), in
order to amend term limitations and extend original Agreement ("Agreement") dated this 27t1i
day of February, 2006.
NOW THEREFORE, in light of a waiver of competitive bidding for solicitation of this
service in the manner provided by § 18-85 of the City of Miami Code, as amended, having been
approved and in consideration of the mutual conditions and covenants of the parties as set forth
in the Agreement, the City and EB Jacobs, LLC agree as follows:
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1. Sections 3 respectively, of the Agreement is hereby amended to extend the applicable
period of time for this Agreement by six (6) months as follows:
3. OPTION TO EXTEND: The City having waived the requirements for competitive
sealed bidding methods as it is not practicable or advantageous to the City, in this
particular instance and, notwithstanding the exercise of two (2) extensions of two (2)
years each provided for in the Agreement, the parties shall further extend the tern hereof
for 'a period.of six (6) months. The six (6) months will commence on February 26, 2012
and end on August 26, 2012. At the end of this time (unless earlier terminated pursuant
to other provisions of the Agreement), this Agreements will automatically expire without
the necessity of further action by either party.
2. ARTICLE 5 of the Agreement entitled COMPENSATION is hereby amended as follows
by the addition of the following new subsections:
C. For the above referenced extended period of six (6) months referenced in Section 3
above the amount of compensation payable by the City to Provider shall be based upon
the rates and schedules described in Attachment "B" to the 2006 Agreement between the
parties which is attached to this First Amendment and incorporated by reference into this
First Amendment; provided, however, that in no event shall the amount of compensation,
inclusive of authorized reimbursable expenses and travel expenses in compliance with §
112.061, Fla. Stat, exceed $380,972.18. The compensation payable by the City may be
less than this amount, which amount serves as a guaranteed maximum payment by the
City to this Provider.
D. The above extension will be paid from monies previously allocated to the Provider for
professional services in total not to exceed $380,972.18, with no additional increase in
funds.
3. Section 11 of the Agreement is hereby amended as follows:
11. INDEMNIFICATION: Provider shallindemnify and hold harmless theCity
and its officials, employees and agents (collectively referred to as "Indemnitees") and
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each of them from and against all loss, costs, penalties, fines, damages, claims, expenses
(including attorney fees) or liabilities (collectively referred to as "Liabilities") arising out
of, resulting from, or in connection with (i) the performance of the services contemplated
by this Agreement when the services provided contain professional errors, omissions or
negligence on the part of the Provider or its employees, agents or subcontractors
(collectively referred to as "Provider") or (ii) the failure of the Provider to conform to
statutes, ordinances, or other regulations or requirements of any governmental authority,
federal or state, in connection with the performance of this Agreement. The Provider is
not responsible to defend the City in legal actions and shall only indemnify the City in the
situation where the Provider is found to have committed professional errors, omissions or
negligence when the claims are adjudicated, and not just alleged.
4. Except as specifically provided herein, all of the teims and provisions of the Agreement
shall remain in operative force and effect.
CITY OF MIAMI, a municipal EB Jacobs, LLC.
corporation
By: By:
Johnny Martinez, P.E. Rick Jacobs, Ph.D,
City Manager President
Date: Date:
Attest: Attest:
By: By:
Priscilla A. Thompson Corporate Secretary
City Clerk
Date: Date:
APPROVED AS TO LEGAL FORM
AND CORRECTNESS:
By:
Julie O. Bru
City Attorney
Date:
(AFFIX CORPORATE SEAL)
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APPROVED AS TO INSURANCE:
By:
Calvin Ellis, Director
Risk Management
Date:
Doc. No.: 281071