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HomeMy WebLinkAbout25105AGREEMENT INFORMATION AGREEMENT NUMBER 25105 NAME/TYPE OF AGREEMENT WOLFBERG/ALVAREZ & PARTNERS, INC. DESCRIPTION AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT/AFFORDABLE HOUSING D-3/FILE ID: 9371/R-21- 0320/MATTER I D : 24-816 EFFECTIVE DATE July 29, 2024 ATTESTED BY TODD B. HANNON ATTESTED DATE 7/29/2024 DATE RECEIVED FROM ISSUING DEPT. 7/29/2024 NOTE DOCUSIGN AGREEMENT BY EMAIL Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Department of Procurement . DEPT. CONTACT PERSON: Luis Caseres/Anthony Hansen EXT. 1913 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Wolfberg/Alvarez and Partners, Inc. IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $ 690,108.28 FUNDING INVOLVED? TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) Amendment No. 2 ■ YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT ■ NO NO PURPOSE OF ITEM (BRIEF SUMMARY): Amendment No. 2 to RFQ 20-21-021 Professional Services for Affordable Housing - D3 COMMISSION APPROVAL DATE: 07/22/2021 FILE ID: 9371 ENACTMENT NO.: R-21-0320 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: This item is issued under the City Manager's authority due to a declared emergency. ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER Reviewed by FVP. OK to proceed. June 20, 2024 Annie Perez, CPPO 1 17:51:48 EDT SIGNATURE: DocuSigned by: C-4-A.A.,:e. ��-e, RISK MANAGEMENT June 21, 2024 Ann -Marie Sharpe I 06:46:06 EDT SIGNATURE: 80..4 8 EB 73EPTE4 O£... DocuSigned by: Fmk 1 tii) `-- 27305f631$2-19 E7... CITY ATTORNEY Matter ID# 24-816 Pablo R. Velez on behalf of (7/1/24) Correct Matter 24-1298at-O�� July 2 , 2024T DocuSigned by: Mys�ng II DocuSigned by: �t�Sb RR775FFFRR248R OMB- Funding i s avai 1 abl e i n 40-8213421/2787 LEM ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER 7/8/2 f J u i y31i ,- z024 Lar_ry Spring, CPA �I$ 1�4 like: EDT DocuSigned by: ���„� 1,a) n i S.pritA,0 C9D26 128.9E sank ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS N/A Barbara Hernandez, SIGNATURE: N/A MPA ASSISTANT CITY MANAGER, CHIEF OF INFRASTRUCTURE July 19, 2024 Asael Marrero I 10:19:37 EDT SIGNATURE: DocuSigned by: ';;Mv_- DEPUTY CITY MANAGER July 19, 2024 �Va s�aebtxrok-Wi SIGNATURE: CO1-4ADYAbU3b4bA... is ®.uSigned by: N4 COS CITY MANAGER July 29, 2024 IArthur:7I�58 EDT a V SIGNATURE: 04LSnt DE -Al 113... DocuSigned by: arOLW/ lkbrlt,la. '- 850CF6C372DD42A... CITY CLERK July 29, 2024 I TIgIiti3Iao81otIDT ,-DocuSigned by: SIGNATURE:��G�� PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER PR 24109 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM Arthur Noriega V, City Manager FROM: Annie Perez, CPPO Director/Chief Procurement Officer Department of Procurement r—DocuSigned by: L 89540EB73CAC468... DATE: June 20, 2024 SUBJECT: Amendment No. 2 to Request for Qualifications ("RFQ") No. 20-21-021, Professional Services for Affordable Housing - D3 REFERENCES: RFQ No. 20-21-021 Your approval is hereby requested to amend the referenced contract, RFQ No. 20-21-021 for the provision of Professional Services for Affordable Housing - D3 ("Contract"). On July 15, 2021, the City Manager waived both the competitive bid process as defined in Section 18-90 of the City of Miami ("City") Procurement Code ("City Code") and the Consultants' Competitive Negotiations Act ("CCNA") Section 287.055, (3)(A)(1) of the Florida Statutes, as amended, finding the lack of affordable housing to constitute a public emergency. As a result, on July 22, 2021, the Miami City Commission authorized the City Manager to execute the referenced contract with Wolfberg/Alvarez and Partners, Inc. ("Consultant"), as well as any amendments, renewals, and extensions to the Contract. Consequently, on September 24, 2021, a professional services agreement (PSA) was executed in the amount of $480,900.00. On November 28, 2023, the City Manager executed Amendment No. 1, increasing the existing capacity of the PSA by $160,264.40, thereby increasing the contract value to $641,164.40. The City is in need of further amending this PSA in order to allow for additional scope elements, which include 1) The preparation of protocols by Ardaman & Associates, Inc. ("AAI") to monitor vibrations and settlements resulting from the construction of the referenced property; 2) The preparation by AAI of numerical models of structures' foundations and supporting soils to provide the required level of certainty for total differential settlement; 3) Revisions to the Construction Documents to include the additional water main as required by the Miami -Dade County Water & Sewer Department ("WASD"); 4) Updating a topographic survey to include right-of-way information; and 5) Revisions to the Construction Documents to re-classify the sprinkler system in parking garage housing the electric vehicle charging stations from "Ordinary Hazard" to "Extra Hazard 2". As a result, the contract's capacity must be increased by $48,943.88 to a contract value of $690,108.28 to ensure continued service by the Consultant. Your signature below authorizes the Department of Procurement's request to increase the PSA's current capacity. r—DocuSigned by: grtbacrNovi Approved: 850CF6C372DD42A... Arthur Noriega V, City Manager Date: July 29, 2024 1 10:57:58 EDT c: Natasha Colebrook -Williams, Deputy City Manager Asael "Ace" Marrero, AIA, Assistant City Manager/Chief of Infrastructure Larry M. Spring, Jr., CPA, Assistant City Manager/Chief Financial Officer Pablo R. Velez, Sr. Assistant City Attorney Hector Badia, Director, OCI Fernando V. Ponassi, MA Arch., MA PPA, LEED°AP, Assistant Director, Procurement PR24139 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB CITY OF MIAMI DEPARTMENT OF REAL ESTATE AND ASSET MANAGEMENT AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT WITH WOLFBERG/ALVAREZ AND PARTNERS, INC. FOR PROFESSIONAL SERVICES FOR AFFORDABLE HOUSING - D3 This Amendment No. 2 to the Professional Services Agreement dated September 24, 2021 (the "Agreement") between the City of Miami, a municipal corporation of the State of Florida ("City"), and Wolfberg/Alvarez and Partners, Inc. ("Consultant"), a Florida Corporation, for the provision of Affordable Housing Development - D3 ("Services") for the Department of Real Estate and Asset Management ("DREAM") is entered into this 29 day of July 2024. RECITALS WHEREAS, pursuant to the City of Miami ("City") Procurement Code Section 18-72, 18- 73, and 18-116, the City Manager executed a Professional Services Agreement (PSA) with Consultant in the amount of $480,900.00; and WHEREAS, said PSA resulted from an emergency declaration signed by the City Manager on July 15, 2021, waiving competitive bidding methods pursuant to Section 18-90 of the City Code and Section 287.055(3)(a)(1), Florida Statutes, and subsequent Resolution No. 21-0320, enacted by the City Commission on July 22, 2021; and WHEREAS, Amendment No. 1 to the Agreement increased the existing capacity of the Agreement by $160,264.40, from $480,900.00 to an amount of $641,164.40; and WHEREAS, the current Compensation Limit is insufficient to address the costs associated with additional scope of services requested by the City, which include: 1) Preparation by Ardaman & Associates, Inc. ("AAI") of protocols for the monitoring of vibrations and settlements resulting from the construction of referenced property, 2) Preparation by AAI of numerical model of structures' foundations and supporting soils to provide the required level of certainty for total differential settlement, 3) Revision to Construction Documents to include the additional water main as required by the Miami -Dade County Water & Sewer Department, 4) Updates to topographic survey to include right-of-way information, and 5) Revisions to Construction Documents to re-classify sprinkler system in parking garage housing the electric vehicle charging stations from "Ordinary Hazard" to "Extra Hazard 2"; and WHEREAS, it is in the best interest of the City to increase the existing capacity of the Agreement to bring the design effort to a successful conclusion; and WHEREAS, this Amendment No. 2 to the Agreement increases the existing capacity of the Agreement by $48,943.88, from $641,164.40 to an amount of $690,108.28. NOW THEREFORE, in consideration of the foregoing, the parties hereby amend the Agreement as follows: ARTICLE 2 GENERAL CONDITIONS 2.04 Compensation Limits The amount of compensation payable by the City to the Consultant shall generally be a lump sum fee, based on the rates and schedules established in Attachment B, "Compensation and Payments," hereto, which is incorporated into this Agreement. The Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB Amendment No. 2 to the Professional Services Agreement with Wolfberg/Alvarez and Partners, Inc. for Professional Servies for Affordable Housing - D3 amount of compensation payable to the Consultant by the City may not exceed Six Hundred Ninety Thousand One Hundred Eight Dollars and Twenty -Eight Cents ($690,108.28), as detailed in Exhibit A, "Consultant Work Order Proposal," attached hereto. Upon explicitly approved action by the City Commission or City Manager, as applicable, and put into effect by written amendment to this Agreement, the compensation payable by the City to the Consultant may be adjusted, decreased, or increased, upon award by the City of a hard bid construction contract amount to a responsive and responsible contractor. In the event the lowest responsive and responsible hard bid awarded exceeds the construction budget of $14,250,000.00 the consultant's compensation will be adjusted as delineated herein. In the event the City elects not to award the project, the consultant's compensation shall be calculated based on the lowest responsive and responsible hard bid received. In any event, compensation to the Consultant for design services under this Contract shall be calculated at three percent (3%) of the resulting hard bid construction cost, with said adjustment conditions concerning an increase in the not -to -exceed amount being submitted to Commission for ratification as part of the referenced emergency concerning this Project. Said fee is comprised of a Lump Sum of Four Hundred Twenty -Seven Thousand Five Hundred Dollars ($427,500.00) for Basic Services, One Hundred Ninety Thousand Six Hundred Eighty -Four Dollars and Twenty -Eight Cents ($190,684.28) for additional services by the Consultant, Fifteen Thousand Dollars ($15,000.00) for Reimbursable Expenses, and Fifty -Six Thousand Nine Hundred Twenty -Four Dollars ($56,924.00) for an Owner's Contingency Allowance. The City may, in its sole and absolute discretion, use other compensation methodologies. The City shall not have any liability, nor will the Consultant have any recourse against the City for any compensation, payment, reimbursable expenditures, costs, fees, or charges beyond the compensation limits of this Agreement, as it may be amended from time to time. All other terms and conditions of the Agreement are in operative force and effect and remain unchanged. Counterparts; Electronic Signatures This Amendment may be executed in counterparts, each of which shall be an original as against either party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Amendment (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB Amendment No. 2 to the Professional Services Agreement with Wolfberg/Alvarez and Partners, Inc. for Professional Servies for Affordable Housing - D3 IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. WITNESS/ATTEST: Wolfberg/Alvarez and Partners, Inc., a Florida profit corporation Signature Signature Babak Sabeti, Director Information Tech Marcel R. Morlote, President Print Name, Title ATTEST: Consultant Secretary (Affirm Consultant Seal, if available) ATTEST: DocuSigned by: c i t6AZ566DCF14.5 Todd B. Hannon, City Clerk APPROVED AS TO INSURA REQUIREMENTS: (—DocuSigned by: 'ratnk Gow1t./7 Si. ned b 273g5(:fi31E214EZ Ann Marie -Sharpe, Director Print Name and Title of Authorized Officer/Manager (Corporate Seal)' f'?!.1r!�'u, • 1 i -,u • CITY OF MIAMI, a municipal corporation of the State of Florida ,—DocuSigned by: grfLur Naritia. a5ncF6C37-2DD• A Arthur Noriega V, City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: (—DocuSigned by: Gt,avroc, Misat4 111 —86-77 E9FC38243B... George K. Wysong III, City Attorney Risk Management Department DS (Matter 24-1298) rPr Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB Amendment No. 2 to the Professional Services Agreement with Wolfberg/Alvarez and Partners, Inc. for Professional Servies for Affordable Housing - D3 CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) I HEREBY CERTIFY that at a meeting of the Board of Directors of Wolfberg Alvarez & Partners , a corporation organized and existing under the laws of the State of Florida , held on the 9th day of November , 2017 a resolution was duly passed and adopted authorizing (Name) Marcel R. Morlote as (Title) President of the corporation to execute agreements on behalf of the corporation and providing that their execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. I further certify that said resolution remains in full force and effect. IN WITNESS WI EREOF, I have hereunto set my hand this28th day of May 2024 .r I �l i Secretary: Print: Marcel R. Morlote, President CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) I HEREBY CERTIFY that at a meeting of the Board of Directors of , a partnership organized and existing under the laws of the State of , held on the _ day of , 20_ a resolution was duly passed and adopted authorizing (Name) as (Title) of the partnership to execute agreements on behalf of the partnership and provides that their execution thereof, attested by a partner, shall be the official act and deed of the partnership. further certify that said partnership agreement remains in full force and effect. 20 IN WITNESS WHEREOF, I have hereunto set my hand this _ day of Partner: Print: Names and addresses of partners: Name Street Address City State Zip Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB Amendment No. 2 to the Professional Services Agreement with Wolfberg/Alvarez and Partners, Inc. for Professional Servies for Affordable Housing - D3 CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this Agreement is authorized to sign documents on behalf of the joint venture. If there is no joint venture agreement, each member of the joint venture must sign this Agreement and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) , individually and doing business as (d/b/a) (If Applicable) have executed and am bound by the terms of the Agreement to which this attestation is attached. IN WITNESS WHEREOF, I have hereunto set my hand this day of 20 Signed: Print: NOTARIZATION STATE OF Florida SS: COUNTY OF Miami -Dade The foregoing instrument was acknowledged before me this day of May , 2024, by Marcel R. Morlote to me or who has produced Personally Known did not) take an oath. SIGNATURE OF NOTARY PUB LRrr?et. ODALISVIDAL STATE OF FLORIDA * * Commission it HH 038599 tty �' P�47 Expires October 16, 2024 �`ofOs BaMedTiruBudget Notary Servfcea Odalis Vidal PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC , who is personally known as identification and who(did) Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM Larry Spring, CPA Assistant City Manager r KOM Andrew Frey AF Director Department of Real Estate and Asset Management ("DREAM") DATE May 8, 2024 SUBJECT: Capacity Increase to the Professional Services for Affordable Housing Professional Services Agreement ("PSA") with Wolfberg/Alvarez and Partners, Inc. ENCLOSURES PSA executed September 24, 2021 By this memorandum, DREAM is requesting to modify the PSA with Wolfberg/Alvarez and Partners, Inc. ("Consultant"), to increase the contract capacity of said PSA by an amount of $48,943.88, for a total contract capacity of $690,108.28. The additional scope elements include: 1) AAI will prepare protocols for the monitoring of vibrations and settlements resulting from the construction of referenced property, 2) AAI will prepare numerical model of structures' foundations and supporting soils to provide the required level of certainty for total differential settlement, 3) Construction Documents shall be revised to include the additional water main as required by the Miami -Dade County Water & Sewer Department, 4) Topographic survey will be updated to include right-of-way information, and 5) Construction Documents shall be revised to re-classify sprinkler system in parking garage housing the electric vehicle charging stations from "Ordinary Hazard" to "Extra Hazard 2". BACKGROUND On July 15, 2021, the City Manager authorized waiving the competitive bid process as defined in Section 18-90 of the City of Miami ("City") Procurement Code ("City Code"), finding the Affordable Housing Development an emergency. On September 24, 2021, the City executed a PSA with Consultant for a not -to -exceed contract value of $480,900.00 to perform emergency professional services for the development of a multi -level, approximately 10 to 12 story, affordable housing residential building and associated parking, which will be offered by the City for home ownership to citizens of the City. On November 28, 2023, the City Manager executed Amendment No. 1 increasing the capacity of the PSA by a not -to -exceed amount of $160,264.40, thereby increasing the contract value to $641,164.40 which included additional design and construction administration to complete the design effort. On or about May 1, 2024, DREAM made the determination that construction documents need to be revised to account for a water main extension, reclassification of fire hazards, and additional geotechnical analysis required by the Building Department. Subsequently, DREAM staff requested Consultant to provide a price proposal to complete the design, which was received on May 3, 2024. Upon deliberate review by DREAM, it was determined that the proposed price is in line with current market conditions, and it is recommended for approval. May 20, 2024 1 10:57:54 EDT Approved: LDocuSigned by: Spru Larry Spring, Assistant City Manager Date: c: Pablo R. Velez, Sr. Assistant City Attorney, Office of the City Attorney Fernando V. Ponassi, MA Arch., MA PPA, LEED AP, Assistant Director, Procurement Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 El E19A8EBB WOLFBERG ALVAREZ & PARTNERS 75 VALENCIAAVE., SUITE 1050, CORAL GABLES, FL 33134 PH. 305.666.5474 CONSULTANT REQUEST FOR ADDITIONAL SERVICES Date: April 26, 2024 Updated May 1, 2024 Dear: Mr. Andrew Frey City of Miami Real Estate and Asset Management 444 SW 2nd Avenue, 3rd Floor Miami, Florida 33130 RE: City of Miami - Affordable Housing Development -D3 Project No: 40-B213421 Subj: Request for Additional Services No. 2 Vibrations & Settlement Protocols, Numerical Model for Settlement Analysis, Water Main Extension including Update to Topographic Survey (No Title Update), and Fire Sprinkler Re -Classification Dear Mr. Frey: Following please find our request for additional services associated with the following specific tasks: Task 1 — Vibrations and Settlement Monitoring Protocols City of Miami Building Department requires submittal of the protocols for monitoring of vibrations and settlement for adjacent properties and proposed property. The purpose of the protocol is to address the monitoring requirements for the adjacent properties that might be impacted by vibrations and/or settlements from the construction of the subject property. The protocol will define the trigger levels for settlements or vibrations and the different actions to be taken by the Construction Team and Ownership as the construction progresses. Please refer to attached proposal from Ardaman & Associates dated December 11, 2023 for a more details and general conditions of agreement. Task 2 — Numerical Model for Settlement Analysis City of Miami requires a higher resolution based on actual loads and structure dimensions to identify potential differential settlements between the referenced property and adjacent structures. As such a numerical model of the structures' foundations and supporting soils shall be developed. The model will provide the required level of certainty for total differential settlement, and the results will provide a better estimate of the total and differential settlements within the structure footprint and expected settlements within adjoining properties and public utilities. Please refer to attached proposal from Ardaman & Associates dated January 2, 2024 for a more details and general conditions of agreement. IP Form 116 Revised 10/19/12 P \CC. ,,rdable Housing -SW 7th Street.2021\Project Management\Proposals \Add Sery -Ardaman,WaterMain,&FP-ReClassify\2024-04-26 COM-Affordable Housing SW 7th St -Addtl Services No. 2.docx WOLFBERGALVAREZ.COM ARCHITECTURE ENGINEERING PLANNING INTERIOR DESIGN AA0002416 EB0002354 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB RE: City of Miami - Affordable Housing Development -D3 Project No: 40-B213421 Subj: Request for Additional Services No. 2 Vibrations & Settlement Protocols, Numerical Model for Settlement Analysis, Water Main Extension including Update to Topographic Survey (No Title Update), and Fire Sprinkler Re -Classification April 26, 2024 Updated May 1, 2024 Page 2of6 Task 3 — Water Main Extension MDWASD requires an additional 12-inch water main extension from NW 13th Ave, easterly along NW 7th St into the intersection of NW 12th Ave. Construction Documents shall be revised accordingly. This extension is beyond the property line and was not part of the original project scope. (Refer to "Qualifications" section of Agreement.) As part of this effort, an FOOT Utility Permit will now be required. See attached proposal from GRaEF for additional information regarding this revision. Task 4 — Update Land Survey In order to comply with water main extension required by Miami -Dade Water & Sewer Department (MDWASD), civil engineer will be required to revise the permit drawings. The current survey does not include all of the areas required for the new water main and will need to be updated. The civil engineer provided parameters for the extension necessitated. A copy of these parameters, which includes a sketch indicating the extension, is included as part of this proposal package. Wolfberg Alvarez & Partners (WA) has obtained proposal from J. Bonfill & Associates, Inc. (JBA) to update the previously issued survey as indicated. Task 5 — Fire Sprinkler Design Criteria The City of Miami Fire Department has requested that the sprinkler system in the parking garage housing electric vehicle charging stations be re-classified to "Extra Hazard 2" from "Ordinary Hazard". This is not a Building Code nor NFPA requirement but it is a new policy that will be formally implemented in the near future by the City. On April 25, 2024, WA confirmed with Lt. Richard Rodriguez that the Department is requesting this change. See excerpt from Fire Department below: REF 3 CYCLE REVIEWED 3Y 63 Fire Alberto Diaz 11/151234:17 PM TYPE Changemark FP1G1 Parking Garage Parking garages with EV charging stations to be classified and equipped with Erna Hazard 2 Sprinklers in the City of Miami. Thank you. FILENAME DISCUSSION FP161.pdf 163 3 Fire Comment Alberto Diaz Please be a•ware- EV parking spaces to be classifod as EH 2-sire of building 3/26/24 4:30 PM will most probably require PRV"s - Reviewer Response:- Alberto Diaz - 3/26/24 4:17 P11 Pending internal review by Fire Dept - see Lt Rodriguez on this issue. rirodriguezCsmiamigov.com Responsed by Hannah Manzo - 3/21/24 8:36 AM Pursuant to conversation with Lieutenant Rodriguez on March 8, 2024, to final disposition of this comment is pending internal review by the Fire Department CI Form 116 Revised 10/19/12 P:\COM-Affordable Housing -SW 7th Street.2021\Project Management\Proposals \Add Sery -Ardaman,WaterMain,&FP-ReClassify\2024-04-26 COM-Affordable Housing SW 7th St -Addli Services No. 2.docx WOLFBERGALVAREZ.COM ARCHITECTURE ENGINEERING PLANNING INTERIOR DESIGN AA0002416 EB0002354 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB RE: City of Miami - Affordable Housing Development -D3 Project No: 40-B213421 Subj: Request for Additional Services No. 2 Vibrations & Settlement Protocols, Numerical Model for Settlement Analysis, Water Main Extension including Update to Topographic Survey (No Title Update), and Fire Sprinkler Re -Classification April 26, 2024 Updated May 1, 2024 Page 3 of 6 I. GENERAL The following services shall be provided for the above -referenced project. In conjunction with this scope, WA shall provide limited assistance with administrative tasks and coordination between Ardman & Associates (AAI), GRaEF, J. Bonfill & Associates (JBA), and City. ➢ AAI will prepare protocols for vibrations and settlement monitoring. ➢ AAI will prepare numerical model for settlement analysis. ➢ JBA will update "ALTA/NSPS Land Title and Topographic Survey" to include specified area beyond the property line. ➢ GRaEF will revise construction documents to include 12-inch water main extension from NW 13t" Ave, east only NW 7t" St into the intersection of NW 12th Ave. ➢ GRaEF will provide assistance in obtaining FDOT Utility Permit for the extension. ➢ WA will revise construction documents for the re-classification of the fire sprinkler system in the parking garage housing electric vehicle charging stations. II. SCOPE OF WORK Task Additional Services No. 2 (AS2) A. AAI will prepare protocols for the monitoring of vibrations and settlements resulting from the construction of referenced property. Protocols will include monitoring requirements of adjacent properties and referenced property, defining trigger levels and actions to be taken by the Construction Team and Ownership. Refer to attached proposal from AAI dated December 11, 2023 for more specific information and general conditions of agreement. B. AAI will prepare numerical model of structures' foundations and supporting soils to provide the required level of certainty for total differential settlement. This will provide a better estimate of settlements within the structure footprint and expected settlements within adjoining properties and public utilities. Refer to attached proposal from AAI dated January 2, 2024 for more specific information and general conditions of agreement. C. Construction Documents shall be revised to include the additional water main as required by the Miami -Dade County Water & Sewer Department. Revised drawings shall include a 12-inch water main extension from NW 13th Ave, east only NW 7th St into the intersection of NW 12th Ave. In addition, GRaEF will provide assistance in obtaining an FDOT Utility Permit which will be required. Refer to attached proposal from GRaEF for more information regarding this scope. D. Topographic survey will be updated to include right-of-way information of SW 7th St, SW 13th Ave, and adding SW 12t" Ave per the attached sketch. Update shall include in part all above ground improvements; elevation information; spot elevations at 25-feet grid; all above ground visible utilities, overhead lines, light poles, invert elevations of catch basins and manholes; all CI Form 116 Revised 10/19/12 P:\COM-Affordable Housing -SW 7th Street.2021\Project Management\Proposals \Add Sery -Ardaman,WaterMain,&FP-ReClassify\2024-04-26 COM-Affordable Housing SW 7th St -Addtl Services No. 2.docx WOLFBERGALVAREZ.COM ARCHITECTURE ENGINEERING PLANNING INTERIOR DESIGN AA0002416 EB0002354 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB RE: City of Miami - Affordable Housing Development -D3 Project No: 40-B213421 Subj: Request for Additional Services No. 2 Vibrations & Settlement Protocols, Numerical Model for Settlement Analysis, Water Main Extension including Update to Topographic Survey (No Title Update), and Fire Sprinkler Re -Classification April 26, 2024 Updated May 1, 2024 Page 4of6 existing roadway signage and striping; dedications and easements per previous Title; location of existing trees. Refer to attached proposal from JBA for more specific information regarding scope. E. Construction Documents shall be revised to re-classify sprinkler system in parking garage housing the electric vehicle charging stations from "Ordinary Hazard" to "Extra Hazard 2". The re-classification will require extensive re -design of the fire protection distribution piping, increase the fire pump size, and corresponding electrical service increases for utility service (F.P.&L.) and to the emergency generator. QUALIFICATIONS 1. Proposals by Ardaman & Associates do not include geotechnical evaluation nor predication of the settlements on adjacent properties. 2. Actual vibration and settlement monitoring by others. 3. No title update. Title Commitment Schedule B Part II and documents as per Job 23-0048. 4. All survey work to be done in U.S. feet. 5. Any services beyond those described in the attached proposal are excluded. 6. Please refer to both proposals from Ardaman & Associates for additional terms and general conditions regarding the work to be performed. 7. Please refer to proposal from GRaEF for additional terms and conditions regarding the work to be performed. 8. Please refer to proposal from J. Bonfill & Associates, Inc. for additional terms and conditions regarding the work to be performed. III. SCHEDULE OF WORK Schedule and timeline are contingent upon written approval and authorization of this additional services: Upon approval of this request, Ardaman & Associates, Inc. will be directed to proceed. In order to prevent any delays and in good faith, GRaEF has proceeded with the required water main changes as part of the current permitting process. However, it should be noted that GRaEF will require approximately 3 weeks after receipt of the updated survey to finalize the documents and submit to WASD and WASD/FDOT. Upon approval of this request, J. Bonfill & Associates, Inc. will be directed to proceed. JBA estimates 20 working days (weather permitting). The parking garage sprinkler system re-classification will require an additional 14 calendar days but will be performed concurrent with the above -noted tasks. CI Form 116 Revised 10/19/12 P:\COM-Affordable Housing -SW 7th Street.2021\Project Management\Proposals \Add Sery-Ardaman,WaterMain,&FP-ReClassify\2024-04-26 COM-Affordable Housing SW 7th St -Addtl Services No. 2.docx WOLFBERGALVAREZ.COM ARCHITECTURE ENGINEERING PLANNING INTERIOR DESIGN AA0002416 EB0002354 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB RE: City of Miami - Affordable Housing Development -D3 Project No: 40-B213421 Subj: Request for Additional Services No. 2 Vibrations & Settlement Protocols, Numerical Model for Settlement Analysis, Water Main Extension including Update to Topographic Survey (No Title Update), and Fire Sprinkler Re -Classification April 26, 2024 Updated May 1, 2024 Page 5of6 IV. COMPENSATION Sub -Consultant, Ardaman & Associates, Inc., shall perform the Work detailed in their Proposals Lump Sum Fee of Seven Thousand Eight Hundred Dollars ($ 7,800.00). Sub -Consultant GRaEF shall perform the services outlined in their proposal for the Lump Sum Fee of $15,016.00, and Sub - Consultant J. Bonfill & Associates, Inc., shall perform the Work detailed in their Proposal for Lump Sum Fee of Five Thousand Nine Hundred Ninety -Five Dollars ($ 5,995.00). Total requested fee for this additional service is Forty -Eight Thousand Nine Hundred Forty Four Dollars ($ 48,944.00), which also includes limited assistance and coordination by WA in conjunction with services to be provided by aforementioned sub -consultants and City. The City shall not be liable for any fee, cost, expense or reimbursable expense or other compensation beyond this amount as it relates to the above -referenced scope of work. Task, Sub -task, or Activity ID # Major Task Name and/or Activity Description Fee Amount Fee Basis Task Additional Services No. 2 (AS2) AS2.1 Preparation of Vibration and Settlement $ 1,300.00 Lump Sum Protocols by AAI WA Coordination $ 484.50 Lump Sum AS2.2 Numerical Model for Settlement Analysis $ 6,500.00 Lump Sum by AAI WA Coordination $ 986.84 Lump Sum AS2.3 Water Main Revision by GRaEF $ 15,016.00 Lump Sum WA Coordination $ 2,094.76 Lump Sum AS2.4 Update Topographic Survey by JBA $ 5,995.00 Lump Sum WA Coordination $ 768.50 Lump Sum AS2.5 Sprinkler System Re -Classification in $ 15,798.28 Lump Sum Parking Garage by WA Subtotal — Professional Fees $ 48,943.88 Lump Sum TOTAL $ 48,943.88 Lump Sum V. PROJECT MANAGER Consultant's Project Manager for this Work Order assignment will be David Vazquez. CIP Form 116 Revised 10/19/12 P:\COM-Affordable Housing -SW 7th Street.2021\Project Management\Proposals \Add Sery -Ardaman,WaterMain,&FP-ReClassify\2024-04-26 COM-Affordable Housing SW 7th St -Addtl Services No. 2.docx WOLFBERGALVAREZ.COM ARCHITECTURE ENGINEERING PLANNING INTERIOR DESIGN AA0002416 EB0002354 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB RE: City of Miami - Affordable Housing Development -D3 Project No: 40-B213421 Subj: Request for Additional Services No. 2 Vibrations & Settlement Protocols, Numerical Model for Settlement Analysis, Water Main Extension including Update to Topographic Survey (No Title Update), and Fire Sprinkler Re -Classification April 26, 2024 Updated May 1, 2024 Page6of6 Should you have any questions, please contact our office at your earliest convenience. Submitted by: Marcel Morlote, R.A., President Wolfberg lvarez & Partners Reviewed and Approval in Concept Recommended By: Z7Q& /e)efi-dlik-aA- - Off,,,., f OuN,l,.l I,,,1.0 •-• ,,, ,,ts Department of Real Estate & Asset Management Attachment: Estimate of Work Effort and Cost — Prime Consultant Proposal from Ardaman & Associates, Inc. dated 12-11-23 Proposal from Ardaman & Associates, Inc. dated 01-02-24 Proposal from GRaEF dated 04-23-24 Proposal from J. Bonfill & Associates, Inc. dated 02-19-24 Email from Civil Engineer Outlining Parameters for Survey Update dated 02-16-24 which Includes COM Email Regarding Water Main Extension dated 02-15-24 Sketch from Civil Engineer (as referenced in email) CIP Form 116 Revised 10/19/12 P:\COM-Affordable Housing -SW 7th Street.2021\Project Management\Proposals \Add Sery -Ardaman,WaterMain,&FP-ReClassify\2024-04-26 COM-Affordable Housing SW 7th St -Addtl Services No. 2.docx WOLFBERGALVAREZ.COM ARCHITECTURE ENGINEERING PLANNING INTERIOR DESIGN AA0002416 EB0002354 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB ESTIMATE OF WORK EFFORT AND COST- PRIME CONSULTANT Project: COM Affordable Housing Development-D3 Project Na 40-B213421 Description: Request for Additional Services No. 2 - Vibrations & Settlement Protocols, Numerical Model for Settlement Analysis, Water Main Extension including Update to Topographic Survey (No Title Update), and Fire Sprinkler Re -Classification Consultant Name: Woltberg Alvarez and Partners, Inc. Contract No.: 20-21-021 Date: 04-26-2024 Updated 05-01-2024 Estimator: Marcel Morlote STAFF CLASSIFICATION Job Classification Staff Applicable Rate iincluaing 29 mansion Position 1 Principal Rate: $180.00 Position 2 Sr PM/Designer Rate: $145.00 Position 3 Project Architect Rate: $111.65 Position 4 Lead Engineer Rate: $181.25 Position 5 Senio Engineer Rate: $111.85 Position 6 Engineering Designer Rate: $78.30 Position 7 Designer/CAD Rate: $98.92 Position 8 Clerical Rate: $79.75 Staff Hours By Activity Salary Cost By Activity Average Rate Per Task Work Activity Man hours Cost/ Activity Man hours Cost/ Activity Man hours Cost/ Activity Man hours Cost/Activity Man hours Cost/Activity Man hours Cost/Activity Man hours Cost/Activity Man hours Cost/Activity Vibration & Settlement Monitoring Protocol by 1 Ardaman & Associates - Coordination $180.00 1 8145.00 2 $159.50 4 $484.50 $121.13 2 Numercial Model for Settlement Analysis by Artlaman & Associates - Coordination 1 $180.00 2 $290.00 2 8197.84 4 $319.00 9 $986.84 $109.65 3 Redesign for Water Main Extension by GRIEF - Coordination 8 $1,160.00 3 8296.76 8 8638.00 19 $2,094.76 $110.25 4 Update Topographic Survey by J. Bon811 & Associates - Coordination 2 $290.00 6 $478.50 8 $76B.50 $%.% 5Re-Classification of Spirnkler Sys -Parking Garage 2 $360.00 4 8580.00 16 $2,900.00 68 $7,605.80 44 $4,352.48 134 $15,798.28 $117.90 6 7 8 9 10 11 2 3 Total Staff Hours 4 17 16 68 49 20 174 Total Staff Cost $720.00 $2,465.00 $2,900.00 $7,605.80 54,847.08 $1,595.00 $20,132.88 $115.71 Total % of Work by Position 2.3% 9.8% ESTIMATE OF SURVEY CREW COSTS 3-man Survey Crew: crew days at 4 - man Survey Crew: crew days at /day = $ /day = $ Notes: 1. This sheet is to be used by Prime Consultant to calculate the Grand Total Fee. 2. Manually enter fee from each subconsultant. Unused subconsultant rows may be hidden 3. The basis for work activity descriptions shall be the FICE/FOOT Standard Scope and Staff Hour Estimation Handbook. City o1Memi, C IP. Fonn 'I'17_ Reised 9'15ge 28.2% 11.5% 1 -SUBTOTAL ESTIMATED FEE: Subconsultant: Sub 1 -Artlaman & Associates, Inc. Subconsultant: Sub 2 - Ardaman & Associates, Inc. Subconsultant: Sub 3- GRIEF Subconsultant: Sub 4-J. Boni11 & Associates, Inc. 2 - SUBTOTAL ESTIMATED FEE: Survey Fee: Other Misc. Fee'. 3 - SUBTOTAL ESTIMATED FEE: Additional Services (Allowance) 10% Reimbursables (Allowance) GRAND TOTAL ESTIMATED FEE: $ 20,132.88 $ 1,300.00 $ 6,500.00 $ 15,016.00 $ 5,995.00 $ 48,943.88 $ 48,943.88 $ 48,943.88 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 El9A8EBB Ardaman & Associates, Inc. 1111111All Geotechnical, Environmental and Materials Consultants 2608 W 84 Street, Hialeah, FL 33016 PH 305-825-2683 Ms. Odalis Vidal Wolfberg Alvarez & Partners 75 Valencia Avenue, Suite 10150 Coral Gables, FL 33134 RECEIVED By Wolfberg Alvarez at 1:40 pm, Dec 11, 2023 Date: December 11, 2023 Proposal No.: 23-0290 Re.: Proposal for Adjacent Buildings Vibrations and Settlements Monitoring Protocol PROPOSED 12 STORY BUILDING 1251 SW 7TH STREET, MIAMI, FL Dear Ms. Vidal, We are pleased to offer our services for providing a Vibrations and Settlement Monitoring Protocol for the adjacent properties to the 1251 SW 7th Street, Miami, FL. The purpose of the protocol is to address the monitoring requirements for the adjacent properties that might be impacted by vibrations or settlements from the construction of the subject property. The Protocol will define the trigger levels for settlements or vibration and the different actions to be taken by the construction team and project ownership as the construction progresses. The cost of the adjacent building's vibration and settlement monitoring protocol is $1,300.00. Please, notice that our geotechnical report predicts settlements of less than one inch for the building itself. However, the prediction of the settlements on adjacent properties (if required) caused by the building loads would require further engineering analysis based on actual structural loads and foundation plans considering the geotechnical conditions defined in our report. The cost of such analysis is not included in this proposal. Please, call me if you have questions concerning our services. We look forward to continuing to assist you in this project. Very truly yours, ARDAMAN & ASSOCIATES, INC. Evelio Horta, Ph.D., P.E., G.E. Vice President Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB Ardaman & Associates, Inc. PROPOSAL/PROJECT ACCEPTANCE AND AGREEMENT PROJECT INFORMATION: Project Name 12 Story Building Project Location 1251 SW 7th Street, Miami, FL Proposal Number and Date 23-0290, December 11, 2023 Description of Services Geotechnical Engineering Services Estimated Fee $ 1,300.00 PROPERTY OWNER IDENTIFICATION: Name Property Identification Number Owner's Mailing Address City/State Zip Code Phone Attention Title E-mail SPECIAL INSTRUCTIONS: PAYMENT TERMS: Payment shall be due within 30 days after date of each periodic invoice. Interest at the rate of 18% per annum (or the highest rate allowable by law) shall accrue on all amounts not paid within 30 days after date of invoice. All attorney fees and expenses associated with collection of past due invoices will be paid by Client. Failure to timely pay any invoice shall constitute a waiver of any and all claims arising from or related to Ardaman & Associates, Inc.'s services, including but not limited to the services described in this Proposal. PROPOSAL ACCEPTANCE: By accepting this Proposal, the Terms and Conditions of this Proposal, including the Terms on this page, and Ardaman & Associates, Inc.'s General Conditions appearing on the following page of this Proposal, are incorporated herein by reference. In the event this Proposal Acceptance was received by facsimile, Client hereby confirms that the above described Proposal, the Terms and Conditions of this Proposal, including the Terms on this page, and Ardaman & Associates, Inc.'s General Conditions have been made available and are incorporated in this agreement. Accepted this day of , 2023 (Print or type individual, firm or corporate body name) (Signature of authorized representative) (Print or type name of authorized representative and title) Revision 2017 — FL Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 El9A8EBB GENERAL CONDITIONS - FLORIDA Parties And Scope Of Work —A&A shall include said company and any subsidiary or affiliate performing the Work. "Work" means the specific services to be performed by A&A as set forth in A&A's proposal as well as any additional services requested or accepted by Client. "Client" refers to the person or business entity ordering the Work to be done by A&A. If the Client is ordering the Work on behalf of a third party or intends to provide A&A's Work to induce a third party's reliance, the Client shall disclose the identity of such third party to A&A in writing before the commencement of A&A's Work hereunder. In the event Client fails to disclose the identity of such third party prior to commencement of A&A's Work, A&A will owe no legal duty to such third party unless the third party negotiates and obtains a written reliance letter from A&A. Client agrees that A&A's professional duties are specifically limited to the Work as set forth in A&A's proposal. The Client assumes sole responsibility for determining whether the quantity and the nature of the Work ordered by the Client is adequate and sufficient for the Client's intended purpose. A&A's Work is for the exclusive use of Client. In no event shall A&A owe any legal duty to any third party (including, but not limited to, assignees, successors in interest, condominium associations, homeowner associations and subsequent purchasers) unless those third parties are disclosed by Client in accordance with this paragraph and those third parties accept these General Conditions. On -Call Services —In the event A&A is retained to perform construction materials testing ("CMT"), including but not limited to proctor and soil density tests, concrete tests, etc., on an On -Call basis such that A&A is not retained to perform continuous observations of construction, Client assumes sole responsibility for determining the location and frequency of sampling and testing. In such On -Call testing, A&A's test results are only representative of conditions at the test location and elevation, and different conditions may exist at other locations and other elevations. Furthermore, in the event Client fails to properly determine the location or frequency of sampling and testing, under no circumstances will A&A assume that duty by performing its CMT services. Right -of -Entry — Unless otherwise agreed, Client will furnish right -of -entry on the property for A&A to make the planned borings, surveys, and/or explorations. A&A will take reasonable precautions to minimize damage to the property caused by its equipment and sampling procedures, but the cost of restoration or damage which may result from the planned operations is not included in the contracted amount. Damage to Existing Man-made Objects — It shall be the responsibility of the Client to disclose the presence and accurate location of all hidden or obscure man-made objects relative to field tests, sampling, or boring locations. Client waives any claim against A&A arising from any damage to existing man-made objects. Limitation of Liability - A&A shall perform services for Client in a professional manner, using that degree of care and skill ordinarily exercised by and consistent with the standards of competent consultants practicing in the same or a similar locality as the project. In the event any portion of the services fails to comply with this obligation and A&A is promptly notified in writing prior to one year after completion of such portion of the services, A&A will re -perform such portion of the services, or if re -performance is impracticable, A&A will refund the amount of compensation paid to A&A for such portion of the services. In no event shall A&A be liable for any special, indirect, incidental, or consequential damages. The remedies set forth herein are exclusive and the total liability of A&A whether in contract, tort (including negligence whether sole or concurrent), or otherwise arising out of, connected with or resulting from any and all services provided by A&A, including but not limited to the Work, shall not exceed the total fees paid by Client or $50,000.00, whichever is less. PURSUANT TO §558.0035, FLORIDA STATUTES, A&A'S INDIVIDUAL EMPLOYEES AND/OR AGENTS MAY NOT HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THEIR SERVICES PROVIDED PURSUANT TO THIS AGREEMENT. Sampling or Testing Location — Unless specifically stated to the contrary, the unit fees included in this proposal do not include costs associated with professional land surveying of the site or the accurate horizontal and vertical locations of tests. Field tests or boring locations described in our report or shown on our sketches are based on specific information furnished to us by others or estimates made in the field by our technicians. Such dimensions, depths or elevations should be considered as approximations unless otherwise stated in the report. Sample Handling and Retention — Generally test samples or specimens are consumed and/or substantially altered during the conduct of tests and A&A, at its sole discretion, will dispose (subject to the following) of any remaining residue immediately upon completion of test unless required in writing by the Client to store or otherwise handle the samples. (a) NON HAZARDOUS SAMPLES: At Client's written request, A&A will maintain preservable test samples and specimens or the residue therefrom for thirty (30) days after submission of A&A's report to Client free of storage charges. After the initial 30 days and upon written request, A&A will retain test specimens or samples for a mutually acceptable storage charge and period of time. (b) HAZARDOUS OR POTENTIALLY HAZARDOUS SAMPLES: In the event that samples contain substances or constituents hazardous or detrimental to human health, safety or the environment as defined by federal, state or local statutes, regulations, or ordinances ("Hazardous Substances" and "Hazardous Constituents", respectively), A&A will, after completion of testing and at Client's expense: (i) return such samples to Client; (ii) using a manifest signed by Client as generator, will have such samples transported to a location selected by Client for fmal disposal. Client agrees to pay all costs associated with the storage, transport, and disposal of such samples. Client recognizes and agrees that A&A is acting as a bailee and at no time does A&A assume title of said waste. Discovery of Unanticipated Hazardous Materials — Hazardous materials or certain types of hazardous materials may exist at a site where there is no reason to believe they could or should be present. A&A and Client agree that the discovery of unanticipated hazardous materials constitutes a changed condition mandating a renegotiation of the scope of work or termination of services. A&A and Client also agree that the discovery of unanticipated hazardous materials may make it necessary for A&A to take immediate measures to protect health and safety. A&A agrees to notify Client as soon as practicable should unanticipated hazardous materials or suspected hazardous materials be encountered. Client encourages A&A to take any and all measures that, in A&A's professional opinion, are justified to preserve and protect the health and safety of A&A's personnel and the public. Client agrees to compensate A&A for the additional cost of working to protect employees' and the public's health and safety. In addition, Client waives any claim against A&A arising from A&A's discovery of unanticipated hazardous materials or suspected hazardous materials. Indemnification — Client agrees to defend, indemnify and save harmless A&A from all claims, including but not limited to negligence claims, suits, losses, personal injuries, death and property liability resulting from or related to A&A's Work, whether such claims or damages are caused in whole or in part by A&A, and agrees to reimburse A&A for expenses in connection with any such claims or suits, including reasonable attomey's fees. Client's obligation to indemnify is limited to $2 million per occurrence, which Client agrees bears a reasonable commercial relationship to the Work undertaken by A&A. Client further agrees that these general conditions are a part of the Work's specifications or bid documents, if any. Client further agrees that its duty to defend is specifically severable from its duty to indemnify A&A as described herein. Assignment — Client hereby agrees that this Agreement shall not be assignable by Client without A&A's written consent. Legal Jurisdiction — The parties agree that any litigation shall only be brought in a court of competent jurisdiction located in Orlando, Orange County, Florida. All causes of action, including but not limited to actions for indemnification and contribution, arising out of A&A's Work shall be deemed to have accrued and the applicable statutes of limitation, which are unaltered by this provision, shall commence to run not later than the date of issuance of A&A's fmal invoice for the Work. Each of the parties hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement. Force Majeure - A&A shall not be held responsible for any delay or failure in performance caused by fire, flood, explosion, war, strike, embargo, government requirement, civil or military authority, acts of God, act or omission of subcontractors, carrier, clients or other similar causes beyond its control. Drafting and Severability — This Agreement has been drafted by all Parties hereto and shall not be construed against one Party or in favor of any other Party. In the event that any provision of this Agreement is held invalid, the remainder of this Agreement shall be fully enforceable. 3/22-CONDO Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB Ardaman & Associates, Inc. MAIGeotechnical, Environmental and Materials Consultants 2608 W 84 Street, Hialeah, FL 33016 PH 305-825-2683, FX 305-825-2686 Ms. Odalis Vidal Wolfberg Alvarez & Partners 75 Valencia Avenue, Suite 10150 Coral Gables, FI. 33134 Odalis.vidal@wolfbergalvarez.com RECEIVED By Wolfberg Alvarez and Partners at 4:05 pm, Jan 02, 2024 Date: January 2, 2024 Proposal No.: 24-0001 RE: NUMERICAL MODEL FOR SETTLEMENT ANALYSIS SUBJECT BUILDING AND ADJACENT STRUCTURES 1251 SW 7TH STREET MIAMI, FLORIDA Based on the information available at the time the Geotechnical investigation was completed, a preliminary assessment of the structure's settlement was included in our geotechnical report for the project. However, current City of Miami regulations require a higher resolution based on actual loads and structure dimensions to identify potential differential settlements between the subject and adjacent structures. A numerical model of the structures' foundations and supporting soils should be completed to provide the required level of certainty for total differential settlement. The numerical model results will provide a better estimate of total and differential settlements within the structure footprint as well as provide expected settlements within adjoining properties and public utilities. The cost of developing the model and reporting the results is a lump sum of $ 6,500.00. Foundation plans for the project and foundation -level reactions from the structure for dead and live loads will be required to develop the model. Please contact us if you should have any questions concerning the scope of work or the fee estimate. If the terms above are acceptable to you, please return the enclosed Proposal Acceptance Form as an indication of your acceptance and authorization to proceed with the work. Please complete the payment responsibility section in its entirety and sign the bottom clearly to help us set up your file correctly. Very truly yours, ARDAMAN & ASSOCIATES, INC. Evelio Horta, Ph.D., P.E., G.E. Vice President Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB rmvrvomLirmvJECT ACCEPTANCE AND AGREEMENT Ardaman & Associates, Inc. PROJECT INFORMATION: Project Name 1251 SW 7th Street Project Location 1251 SW 7th St, Miami, FI. Miami Dade County Proposal Number and Date 24-0001/ January 2, 2024 Description of Services Geotechnical Engineering Services Estimated Fee $ 6,500.00 PROPERTY OWNER IDENTIFICATION: Name Property Identification Number Owner's Address City/State Zip Code Phone Attention Title E-mail SPECIAL INSTRUCTIONS: PAYMENT TERMS: Payment shall be due within 30 days after date of each periodic invoice. Interest at the rate of 18% per annum (or the highest rate allowable by law) shall accrue on all amounts not paid within 30 days after date of invoice. All attorney fees and expenses associated with collection of past due invoices will be paid by Client. Failure to timely pay any invoice shall constitute a waiver of any and all claims arising from or related to Ardaman & Associates, Inc.'s services, including but not limited to the services described in this Proposal. PROPOSAL ACCEPTANCE: By accepting this Proposal, the Terms and Conditions of this Proposal, including the Terms on this page, and Ardaman & Associates, Inc.'s General Conditions appearing on the following page of this Proposal, are incorporated herein by reference. In the event this Proposal Acceptance was received by facsimile, Client hereby confirms that the above described Proposal, the Terms and Conditions of this Proposal, including the Terms on this page, and Ardaman & Associates, Inc.'s General Conditions have been made available and are incorporated in this agreement. Accepted this day of 2021 (Print or type individual, firm or corporate body name) (Signature of authorized representative) (Print or type name of authorized representative and title) Revision 2017 — FL Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 El9A8EBB _NDITIONS Parties And Scope Of Work —A&A shall include said company and any subsidiary or affiliate performing the Work. "Work" means the specific services to be performed by A&A as set forth in A&A's proposal as well as any additional services requested or accepted by Client. "Client" refers to the person or business entity ordering the Work to be done by A&A. If the Client is ordering the Work on behalf of a third party or intends to provide A&A's Work to induce a third party's reliance, Client shall disclose the identity of such third party to A&A in writing before the commencement of A&A's Work hereunder. In the event Client fails to disclose the identity of such third party prior to commencement of A&A's Work, A&A will owe no legal duty to such third party unless the third party negotiates and obtains a written reliance letter from A&A. Client agrees that A&A's professional duties are specifically limited to the Work as set forth in A&A's proposal. The Client assumes sole responsibility for determining whether the quantity and the nature of the Work ordered by the Client is adequate and sufficient for the Client's intended purpose. A&A's Work is for the exclusive use of Client. In no event shall A&A owe any legal duty to any third party (including, but not limited to, assignees, successors in interest and subsequent purchasers) unless those third parties are disclosed by Client in accordance with this paragraph and those thud parties accept these General Conditions. On -Call Services — In the event A&A is retained to perform construction materials testing ("CMT"), including but not limited to proctor and soil density tests, concrete tests, etc., on an On -Call basis such that A&A is not retained to perform continuous observations of construction, Client assumes sole responsibility for determining the type, location and frequency of sampling and testing. In such On -Call testing, A&A's test results are only representative of conditions at the test location and elevation, and different conditions may exist at other locations and other elevations. Furthermore, in the event Client fails to properly determine the location or frequency of sampling and testing, under no circumstances will A&A assume that duty by performing its CMT services. Right -of -Entry — Unless otherwise agreed, Client will furnish right -of -entry on the property for A&A to make the planned borings, surveys, and/or explorations. A&A will take reasonable precautions to minimize damage to the property caused by its equipment and sampling procedures, but the cost of restoration or damage which may result from the planned operations is not included in the contracted amount. Damage to Existing Man-made Objects — It shall be the responsibility of the Client to disclose the presence and accurate location of all hidden or obscure man-made objects relative to field tests, sampling, or boring locations. Client waives any claim against A&A and A&A's subcontractors arising from any damage to existing man-made objects. In addition, Client shall defend, indemnify, and hold A&A and A&A's subcontractors harmless from any third party claim arising from damage to existing man-made objects. Client's obligation to indemnify for such third -party claims is limited to $1,000,000 per occurrence which the parties agree bears a reasonable relationship to this Agreement. Limitation of Liability - A&A shall perform services for Client in a professional manner, using that degree of care and skill ordinarily exercised by and consistent with the standards of competent consultants practicing in the same or a similar locality as the project. In the event any portion of the services fails to comply with this obligation and A&A is promptly notified in writing prior to one year after completion of such portion of the services, A&A will re -perform such portion of the services, or if re -performance is impracticable, A&A will refund the amount of compensation paid to A&A for such portion of the services. In no event shall A&A be liable for any special, indirect, incidental, or consequential damages. The remedies set forth herein are exclusive and the total liability of A&A whether in contract, tort (including negligence whether sole or concurrent), or otherwise arising out of, connected with or resulting from any and all services provided by A&A, including but not limited to the Work, shall not exceed the total fees paid by Client or $50,000.00, whichever is less. PURSUANT TO §558.0035, FLORIDA STATUTES, A&A'S INDIVIDUAL EMPLOYEES AND/OR AGENTS MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM THEIR SERVICES PROVIDED PURSUANT TO THIS AGREEMENT. Sampling or Testing Location — Unless specifically stated to the contrary, the unit fees included in this proposal do not include costs associated with professional land surveying of the site or the accurate horizontal and vertical locations of tests. Field tests or boring locations described in our report or shown on our sketches are based on specific information furnished to us by others or estimates made in the field by our technicians. Such dimensions, depths or elevations should be considered as approximations unless otherwise stated in the report. Sample Handling and Retention — Generally test samples or specimens are consumed and/or substantially altered during the conduct of tests and A&A, at its sole discretion, will dispose (subject to the following) of any remaining residue immediately upon completion of test unless required in writing by the Client to store or otherwise handle the samples. (a) NONHAZARDOUS SAMPLES: At Client's written request, A&A will maintain preservable test samples and specimens or the residue therefrom for thirty (30) days after submission of A&A's report to Client free of storage charges. After the initial 30 days and upon written request, A&A will retain test specimens or samples for a mutually acceptable storage charge and period of time. (b) HAZARDOUS OR POTENTIALLY HAZARDOUS SAMPLES: In the event that samples contain substances or constituents hazardous or detrimental to human health, safety or the environment as defined by federal, state or local statutes, regulations, or ordinances ("Hazardous Substances" and "Hazardous Constituents", respectively), A&A will, after completion of testing and at Client's expense: (i) return such samples to Client; (ii) using a manifest signed by Client as generator, will have such samples transported to a location selected by Client for fmal disposal. Client agrees to pay all costs associated with the storage, transport, and disposal of such samples. Client recognizes and agrees that A&A is acting as a bailee and at no time does A&A assume title of said waste. Discovery of Differing Site Conditions or Unanticipated Hazardous Materials — Differing site conditions or certain types of hazardous materials (unanticipated materials) may exist at a site where there is no reason to believe they could or should be present. A&A and Client agree that the discovery of unanticipated materials constitutes a changed condition mandating a renegotiation of the scope of work or termination of services. A&A and Client also agree that the discovery of unanticipated materials may make it necessary for A&A to take immediate measures to protect health and safety. A&A agrees to notify Client as soon as practicable should unanticipated materials be encountered. Client encourages A&A to take any and all measures that, in A&A's professional opinion, are justified to preserve and protect the health and safety of A&A's personnel and the public. Client agrees to compensate A&A for the additional cost of working to protect employees' and the public's health and safety. In addition, Client waives any claim against A&A arising from A&A's discovery of unanticipated materials. Indemnification — Client agrees to defend, indemnify, and save harmless A&A from all claims, including negligence claims, suits, losses, personal injuries, death and property liability resulting from the actions or inactions of Client, Client's contractors, representatives, agents and employees. Assignment — Client hereby agrees that this Agreement shall not be assignable by Client without A&A's written consent. Legal Jurisdiction — The parties agree that any litigation shall be governed by the laws of the State of Florida and only be brought in a court of competent jurisdiction located in Orlando, Orange County, Florida. All causes of action, including but not limited to actions for indemnification and contribution, arising out of A&A's Work shall be deemed to have accrued and the applicable statutes of limitation, which are unaltered by this provision, shall commence to run not later than the date of issuance of A&A's fmal invoice for the Work. Each of the parties hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this agreement. Compliance With Laws - A&A shall perform its services consistent with the applicable standard of care and endeavor to incorporate laws, regulations, codes, applicable at the time the work is performed. In the event that standards of practice change during the Project, A&A shall be entitled to additional compensation where additional services are needed to conform to the standard of practice. Both A&A and the Client shall abide by all local, state, and federal regulations and laws, the U.S. Foreign Corrupt Practices Act, UK Bribery Act and other laws as may apply. Termination - A&A may terminate this Agreement with cause for non-payment of invoices upon fourteen (14) days written notice. Force Majeure - A&A shall not be held responsible for any delay or failure in performance caused by fie, flood, explosion, war, strike, embargo, govemment requirement, civil or military authority, acts of God, pandemic, epidemic, government shutdowns, act or omission of subcontractors, carrier, clients, or other similar causes beyond its control. Drafting and Severability — This Agreement has been drafted by all Parties hereto and shall not be construed against one Party or in favor of any other Party. In the event that any provision of this Agreement is held invalid, the remainder of this Agreement shall be fully enforceable. 6/22/23 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB EF April 23, 2024 Ms. Odalis Vidal Wolfberg Alvarez & Partners 75 Valencia Ave. Suite 1050 I Coral Gables, FL 33134 9400 South Dadeland Boulevard Suite 601 Miami, FL 33156 305 / 378 5555 305 / 279 4553 fax www.graef-usa.com collaborate / formulate / innovate SUBJECT: City of Miami Affordable Housing Development 1251 NW 7th Street, Miami, Florida Additional Services (ASR — Water Main Extension) Dear Ms. Vidal: Please accept this letter as our cost proposal to provide Additional Services in association with the above referenced project, as we discussed. As you are aware, Miami -Dade Water and Sewer Department (WASD) is requiring an additional 12-inch water main extension from NW 13th Avenue, easterly along NW 7th Street and into the intersection of NW 12th Avenue. This extension was not included in our original scope of services and will add time and effort in the design and permitting with WASD. Additionally, an FDOT Utility permit will now be required due to this extension. The revisions require additional design efforts, drafting and permitting time from our original proposal. The expected hours from this additional water main extension would add up to, but not limited to, 6 hours for the principal, 45 hours for the senior engineer and 90 hours for the CAD technician. We propose to provide these Task 2A Additional Services for a Lump Sum Fee of Fifteen Thousand Sixteen Dollars ($15,016.00) plus out-of-pocket expenses. Due to the on -going permitting efforts, these additional services have already been started and some have been completed. All other terms of our original agreement remain in full force and effect. Should you have any questions, please call. Sincerely, Nelson H. Ortiz, P.E. Principal Project No. 2023-7010 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB J. BONFILL & ASSOCIATES Architects Land Surveyors & Mappers BON RECEIVED By Wolfberg Alvarez and Partners at 5:33 pm, Feb 19, 2024 February 19, 2024 Wolfberg Alvarez & Partners 75 Valencia Avenue Suite 1050 Coral Gables, FL 33134 Attn. Odalys Vidal In reference to: 1251 SW 7 Street Miami FI 23-0048 and additional ROW Dear Mrs. Vidal, Pursuant to your request regarding a fee estimate for surveying and mapping services for the above referenced project, the following proposal for same is hereby submitted for your consideration: Scope of Services: Update ALTA /NSPS Land Title and Topographic Survey. No title update. 1. Including all above ground improvements. 2. Elevation information: Vertical control NGVD 1929 Datum, accuracy will be based on 2 well established published benchmark which JBA will provide full description. 3. Spot elevations at 25 feet grid. 4. Complete ROW information of SW 7th Street, and SW 13th Avenue adding SW 12 Avenue as per sketch. 5. All above ground visible utilities, overhead lines, light poles including rim and invert elevations of catch basins and manholes. Top of curb, back of sidewalk. Pipe direction. 6. All existing roadway signage and striping both sides of each ROW and throughout the project area. 7. All the ROW dedications, easements, as per previous Title. 8. Locate existing trees common names, canopy, trunk & height. If trees are not identifiable by our surveying crew, owner is responsible for consulting with a botanist/arborist or a tree expert for species identification. 9. Survey will be tied to State Plane coordinate system. SITE Time of Completion: JBA estimates 20 working days' weather permitting and after NTP This proposal assumes site access is available and work can be performed between the hours of 8:00 AM and 3 00 PM Monday through Friday. Qualifications: 1. Rule of Law: All field and office efforts in connection with this project will be performed in strict accordance with the applicable provisions of the "Standards of Practice for Land Surveying in the State of Florida ", pursuant to Rule 5J-17 Florida Administrative Code. 2. Requests for service not specifically enumerated in this Letter of Proposal will be addressed via separate response if so required. 7100 SW 99th Avenue • Suite 104 • Miami, Florida 33173 • T 305.598.8383 AAC002050 • LB3398 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB J. BONFILL & ASSOCIATES Architects Land Surveyors & Mappers 3. All survey work to be done in U.S. feet. 4. Client will provide access to the property. Scope of work is restricted to the area as per instructions. 5. Title Commitment Schedule B Part II and documents as per Job 23-0048. Fees: Surveying crew 24 Hours @ $160.00 per Hour $3,840.00 Registered Surveyor and Mapper 3 Hours @ $175.00 per Hour $525.00 Surveyor Technician 5 Hours @ $100.00 per Hour $500.00 CADD/ 12 Hours @ $90.00 per hour $1,080.00 Clerical office 1 Hours @ $50.00 per hour $50.00 Total amount $5,995.00 Payment Terms JBA will invoice upon completion of job. Payment is due not later than 5 days after consultant receives payment from the Client. Payment is not contingent on payment from a third party unless other written agreements or guarantees are agreed to by both parties and attached hereto. No waiver shall be construed as a modification or amendment to these payment terms unless expressly stated in writing by J. Bonfill & Associates, Inc. Should at any time during the project the Client find it necessary to discontinue the services described above, or if the parties mutually decide to terminate this contract, the Client will compensate J. Bonfill and Associates, Inc. on an hourly basis for the percentage of work completed plus reimbursable expenses. Lump Sum Fees are fixed for a period of three months from the date of this proposal. If the work has not been initiated within this three-month period, J. Bonfill and Associates, Inc. reserves the right to terminate or renegotiate this proposal. In the event either party is forced to seek legal advice or representation to enforce any of the provisions of this agreement, then the prevailing party shall be entitled to an award of reasonable attorney's fees and costs, including fees and costs for court ordered mediation and/or fees and costs on appeal in Miami Dade County, Florida. By acceptance of this proposal, the signing person represents and warrants to The Surveyor, that it is authorized to enter and accept the proposal on behalf of and binds Wolfberg Alvarez and Partners. If acceptable, a space is provided for an authorized signature. We will consider the return of the signed original letter as our legal contract and Notice to Proceed. By signing below, I APPROVE AND ACCEPT this letter as a legal contract and read and agree to the payment terms as set forth above. By: (Authorized Signature) (Typed or printed name) Date: Title: On behalf of J. Bonfill & Associates, Inc., I thank you for this opportunity to present this proposal for your consideration and look forward to your favorable response. In the interim, if there is anything we can do to be of service in this or any other matter, please do not hesitate to call me directly at 305.598.8383. Sincerely yours, Marilyn Bonfill Sarasola Managing Director 7100 SW 99th Avenue • Suite 104 • Miami, Florida 33173 • T 305.598.8383 AAC002050 • LB3398 Docusign Envelope ID: A706D5A9-D1E5-421E-94A1-81E1 El 9A8EBB New survey area Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB CITY OF MIAMI DEPARTMENT OF REAL ESTATE AND ASSET MANAGEMENT AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT WITH WOLFBERG/ALVAREZ AND PARTNERS, INC. FOR AFFORDABLE HOUSING DEVELOPMENT - D3 This Amendment No. 1 to the Professional Services Agreement dated September 24, 2021 (the "Agreement") between the City of Miami, a municipal corporation of the State of Florida ("City"), and Wolfberg/Alvarez and Partners, Inc. ("Consultant"), a Florida Corporation, for the provision of Affordable Housing Development - D3 ("Services") for the Department of Real Estate and Asset Management ("DREAM") is entered into this 28 day of November 2023. RECITALS WHEREAS, pursuant to the City of Miami ("City") Procurement Code Section 18-72, 18- 73, and 18-116, the City Manager executed a Professional Services Agreement (PSA) with Consultant in the amount of $480,900.00; and WHEREAS, said PSA resulted from an emergency declaration signed by the City Manager on July 15, 2021, waiving competitive bidding methods pursuant to Section 18-90 of the City Code and Section 287.055(3)(a)(1), Florida Statutes, and subsequent Resolution No. 21-0320, enacted by the City Commission on July 22, 2021; and WHEREAS, the current Compensation Limit is insufficient to address the costs associated with additional services requested by the City, such as Leadership in Energy and Environmental Design (LEED) certification, Art in Public Places (AIPP) coordination efforts, and the oversight of a low -voltage design professional; and WHEREAS, it is in the best interest of the City to increase the existing capacity of the Agreement to bring the design effort to a successful conclusion; and WHEREAS, this Amendment No. 1 to the Agreement increases the existing capacity of the Agreement by $160,264.40, from $480,900.00 to an amount of $641,164.40. NOW THEREFORE, in consideration of the foregoing, the parties hereby amend the Agreement as follows: ARTICLE 2 GENERAL CONDITIONS 2.04 Compensation Limits The amount of compensation payable by the City to the Consultant shall generally be a lump sum fee, based on the rates and schedules established in Attachment B, "Compensation and Payments," hereto, which is incorporated into this Agreement. The amount of compensation payable to the Consultant by the City may not exceed Six Hundred Forty -One Thousand One Hundred Sixty -Four Dollars and Forty Cents ($641,164.40), as detailed in Exhibit A, "Consultant Work Order Proposal," attached hereto. Upon explicitly approved action by the City Commission or City Manager, as applicable, and put into effect by written amendment to this Agreement, the compensation payable by the City to the Consultant may be adjusted, decreased, or increased, upon award by the City of a hard bid construction contract amount to a responsive and responsible contractor. In the event the lowest responsive and Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB Amendment No. 1 to the Professional Services Agreement with Wolfberg/Alvarez and Partners, Inc. for Affordable Housing Development - D3 responsible hard bid awarded exceeds the construction budget of $14,250,000.00 the consultant's compensation will be adjusted as delineated herein. In the event the City elects not to award the project, the consultant's compensation shall be calculated based on the lowest responsive and responsible hard bid received. In any event, compensation to the Consultant for design services under this Contract shall be calculated at three percent (3%) of the resulting hard bid construction cost, with said adjustment conditions concerning an increase in the not -to -exceed amount being submitted to Commission for ratification as part of the referenced emergency concerning this Project. Said fee is comprised of a Lump Sum of Four Hundred Twenty -Seven Thousand Five Hundred Dollars ($427,500.00) for Basic Services, Thirty -Seven Thousand Three Hundred Forty Dollars and Forty Cents ($37,340.40) for additional services by the Consultant, One Hundred Four Thousand Four Hundred Dollars ($104,400.00) for Dedicated Allowances, Fifteen Thousand Dollars ($15,000.00) for Reimbursable Expenses, and Fifty -Six Thousand Nine Hundred Twenty -Four Dollars ($56,924.00) for a 10% Owner's Contingency Allowance. The City may, in its sole and absolute discretion, use other compensation methodologies. The City shall not have any liability, nor will the Consultant have any recourse against the City for any compensation, payment, reimbursable expenditures, costs, fees, or charges beyond the compensation limits of this Agreement, as it may be amended from time to time. ATTACHMENT B COMPENSATION AND PAYMENTS B2.06 Escalation The escalation of said Wage Rates may be considered upon request by the Consultant. The Consultant may have to supply documentation to justify any requested percentage increase in cost to the City. The City reserves the right to approve or reject said requests for escalation. All other terms and conditions of the Agreement are in operative force and effect and remain unchanged. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 El9A8EBB Amendment No. 1 to the Professional Services Agreement with Wolfberg/Alvarez and Partners, Inc. for Affordable Housing Development - D3 IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. WITNESS/ATTEST: Nancy Lavelanet, Support Services Print Name, Title ATTEST: Consultant Secretary (Affirm Consultant Seal, if available) ATTEST: DocuSigned by: c Tocd annon, City Clerk APPROVED AS TO INSURA REQUIREMENTS: DocuSigned by: Fral4 aomv, Ann Marie -Sharpe, Director Risk Management Department Wolfberg/Alvarez and Partners, Inc., a Florida profit corporation Signature Marcel R. Morlote, President Print Name and Title of Authorized Officer/Manager (Corporate Seal) CITY OF MIAMI, a municipal corporation of the State of Florida r1DDoocu1Slilg^nedd b',y: , qA , 1 1�0ri A�50CFOC�3,72C' 42A... Arthur orlega V, City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: DocuSigned by: F-EFOOAF4FE0157... Victoria Mendez, City Attorney (Matter 23-2425 c— DS )77v Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB 20 23 . Secretary: Print: Amendment No. 1 to the Professional Services Agreement with Wolfberg/Alvarez and Partners, Inc. for Affordable Housing Development - D3 CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) I HEREBY CERTIFY that at a meeting of the Board of Directors of Wolfberg Alvarez & Partners , a corporation organized and existing under the laws of the State of Florida , held on the 9th day of November , 2017 a resolution was duly passed and adopted authorizing (Name) Marcel R. Morlote as (Title) President of the corporation to execute agreements on behalf of the corporation and providing that their execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. I further certify that said resolution remains in full force and effect. IN WITNESS REOF, I have hereunto set my hand this20th day of September tki� Marcel R. Morlote, President CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) I HEREBY CERTIFY that at a meeting of the Board of Directors of , a partnership organized and existing under the laws of the State of , held on the _ day of , 20_ a resolution was duly passed and adopted authorizing (Name) as (Title) of the partnership to execute agreements on behalf of the partnership and provides that their execution thereof, attested by a partner, shall be the official act and deed of the partnership. I further certify that said partnership agreement remains in full force and effect. 20 IN WITNESS WHEREOF, I have hereunto set my hand this _ day of Partner: Print: Names and addresses of partners: Name Street Address City State Zip Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB Amendment No. 1 to the Professional Services Agreement with Wolfberg/Alvarez and Partners, Inc. for Affordable Housing Development - D3 CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this Agreement is authorized to sign documents on behalf of the joint venture. If there is no joint venture agreement, each member of the joint venture must sign this Agreement and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) , individually and doing business as (d/b/a) (If Applicable) have executed and am bound by the terms of the Agreement to which this attestation is attached. IN WITNESS WHEREOF, I have hereunto set my hand this day of 20 Signed: Print: NOTARIZATION STATE OF Florida SS: COUNTY OF Miami -Dade The foregoing instrument was acknowledged before me this 20th day of September , 20 2q by Marcel R. Morlote , who is personally known to me or who has produced Personally Known as identification and who did did not) take an oath. (412,/b //4/‘ SIGNATURE OF NOTARY PUBLIC STATE OF FLORIDA =oti YPIS ODALISVIDAL Commission # HH 038599 Expires �'i'OF F.0P\JT Bonded Thin Budget Notary S reMoes Odalis Vidal PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 El9A8EBB City of Miami Legislation Resolution: R-21-0320 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 9371 Final Action Date: 7/22/2021 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5) AFFIRMATIVE VOTE, APPROVING AND CONFIRMING THE CITY MANAGER'S EMERGENCY FINDING AS AGENCY HEAD, ATTACHED AND INCORPORATED AS EXHIBIT "A", THAT THE CITY OF MIAMI'S ("CITY") AFFORDABLE HOUSING CRISIS IS A VALID PUBLIC EMERGENCY FOR THE CITY'S RESIDENTS AND IT IS ADVANTAGEOUS AND PRACTICABLE FOR THE CITY TO WAIVE COMPETITIVE BIDDING METHODS PURSUANT TO SECTION 18-90 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AND SECTION 287.055(3)(A)(1), FLORIDA STATUTES, AS AMENDED, TO ENGAGE WOLFBERG/ALVAREZ AND PARTNERS INC., A FLORIDA PROFIT CORPORATION ("WOLFBERG"), FOR THE PROVISION OF DESIGN SERVICES FOR THE NOT -TO -EXCEED AMOUNT OF FOUR HUNDRED EIGHTY THOUSAND NINE HUNDRED DOLLARS ($480,900.00) FOR AN AFFORDABLE HOUSING PROJECT LOCATED AT 1251 SOUTHWEST 7m STREET AND 1380 NORTHWEST 6TH STREET, MIAMI, FLORIDA ("PROJECT"); AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE A PROFESSIONAL SERVICES AGREEMENT ("AGREEMENT") BETWEEN THE CITY AND WOLFBERG, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, FOR SAID PURPOSE; AUTHORIZING AND DIRECTING THE CITY MANAGER TO ALLOCATE FUNDING ON A REIMBURSEMENT BASIS FOR A NOT -TO -EXCEED AMOUNT OF FOUR HUNDRED EIGHTY THOUSAND NINE HUNDRED DOLLARS ($480,900.00) FROM THE PROPOSED TRANCHE 2 MIAMI FOREVER AFFORDABLE HOUSING LIMITED AD VALOREM BONDS FOR THE AFFORDABLE HOUSING COMPONENTS OF THE PROJECT BEING DEVELOPED AS A CITY PROJECT, WITH SUCH ALLOCATION BEING IN COMPLIANCE WITH ALL APPLICABLE FEDERAL, STATE OF FLORIDA, LOCAL, AND CITY LAWS, RULES, AND REGULATIONS FOR AFFORDABLE HOUSING PROJECTS, INCLUDING, BUT NOT LIMITED TO, THE CITY'S AFFORDABLE HOUSING BONDS PROJECTS STRATEGIES, THE TRANCHE 2 AFFORDABLE HOUSING INTENT TO REIMBURSE RESOLUTION, AND THE TRANCHE 2 MIAMI FOREVER AFFORDABLE HOUSING LIMITED AD VALOREM BONDS; AND FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL OTHER DOCUMENTS, INCLUDING ANY AMENDMENTS, RENEWALS, AND EXTENSIONS, SUBJECT TO ALL ALLOCATIONS, APPROPRIATIONS, PRIOR BUDGETARY APPROVALS, COMPLIANCE WITH ALL APPLICABLE PROVISIONS OF THE CITY CODE, INCLUDING THE CITY'S PROCUREMENT ORDINANCE, ANTI -DEFICIENCY ACT, AND FINANCIAL INTEGRITY PRINCIPLES, ALL AS SET FORTH IN CHAPTER 18 OF THE CITY CODE, IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, AND IN COMPLIANCE WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS, AS MAY BE DEEMED NECESSARY FOR SAID PURPOSE. City of Miami Page 1 of 4 File ID: 9371 (Revision: A) Printed On: 9/27/2021 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 El9A8EBB File ID: 9371 Enactment Number: R-21-0320 WHEREAS, the City of Miami ("City") is currently experiencing an affordable housing crisis due to the lack of available affordable housing units within the City and the novel coronavirus pandemic shutdown which created a rise in unemployment within the City and the inability for the City's residents to afford and pay their rent; and WHEREAS, the competitive bidding methods outlined in Section 287.055, Florida Statutes, as amended, for architectural and engineering services ("A&E") can take upwards of nine (9) months; and WHEREAS, such a delay is not in the best interest of the City and its residents, considering the opportunity to immediately create an affordable housing project at 1251 Southwest 7th Street and 1380 Northwest 6th Street, Miami, Florida ("Project") that will provide much needed relief for City residents urgently seeking affordable housing; and WHEREAS, the Project shall consist of the development of a multi -level, approximately ten (10) to twelve (12) story Affordable Housing residential building and associated structured parking, which will be offered by the City for home ownership; and WHEREAS, the Project's parking garage will accommodate one (1) parking space per residential unit plus required parking for visitors; and WHEREAS, the first floor may house tenant amenities such as a Club Room, Mail and Package Room, and a Gymnasium, as well as building support spaces such as loading, trash room, electrical, emergency generator, fire command room, etc.; and WHEREAS, residences will be located on the upper levels and consist of thirty percent (30%) studios with an area of approximately 480 square feet, fifty percent (50%) one- bedroom/one-bathroom units with an area of approximately 600 square feet, and twenty percent (20%) two-bedroom/one-bathroom units with an area of approximately 800 square feet; and WHEREAS, the total unit count is expected to be approximately 120 units and construction is estimated to total Fourteen Million Two Hundred Fifty Thousand Dollars ($14,250,000.00); and WHEREAS, once plans for the Project are completed, the City will issue a hard bid for construction, identify a funding source, and seek City Commission approval for construction; and WHEREAS, Section 287.055(3)(a)(1), Florida Statutes, as amended, provides an exception from competitive bidding methods "in cases of valid public emergencies certified by the agency head"; and WHEREAS, pursuant to the City Manager's emergency finding, attached and incorporated as Exhibit "A", finding that the lack of affordable housing units in the City is a valid public emergency, it is advantageous and practicable for the City to waive competitive bidding methods pursuant to Section 18-90 of the Code of the City of Miami, Florida, as amended ("City Code"), and Section 287.055(3)(a)(1), Florida Statutes, as amended, for the provision of emergency A&E services for the Project; and WHEREAS, the City intends to utilize the A&E firm of Wolfberg/Alvarez and Partners Inc., a Florida profit corporation ("Wolfberg"), for the design of the Project based on their City of Miami Page 2 of 4 File ID: 9371 (Revision: A) Printed on: 9/27/2021 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 El9A8EBB File ID: 9371 Enactment Number: R-21-0320 experience with the same and to negotiate and execute a Professional Services Agreement ("Agreement"), in a form acceptable to the City Attorney, for a not -to -exceed amount of Four Hundred Eighty Thousand Nine Hundred Dollars ($480,900.00) for the Project; and WHEREAS, the City Commission expects to provide for the issuance by the City of its Tranche 2 taxable and tax-exempt limited ad valorem bonds payable from ad valorem taxes provided that the capital projects debt millage not exceed the rate of 0.5935 mills in accordance with the November 7, 2017 bond referendum approved by the voters, initially in an expected not -to -exceed total maximum principal amount of Forty Million Dollars ($40,000,000.00), in order to, among other things, reimburse the City for funds advanced by the City for certain expenses incurred with respect to capital projects to be undertaken by the City to improve affordable housing within the City's limits (collectively, "Tranche 2 Miami Forever Affordable Housing Limited Ad Valorem Bonds"), all as indicated in a separate City Commission Resolution, the related City Manager's Memorandum, and the seven (7) Tranche 2 Affordable Housing Bonds Projects Strategies, attached and incorporated therein and thereby (collectively, "Tranche 2 Affordable Housing Bonds Intent to Reimburse Resolution"); and WHEREAS, the City Commission has determined that it is in the best interests of the City to authorize and direct the City Manager to fund, on a reimbursement basis, for a not -to - exceed amount of Four Hundred Eighty Thousand Nine Hundred Dollars ($480,900.00) from the proposed Tranche 2 Miami Forever Affordable Housing Limited Ad Valorem Bonds for the affordable housing components of the Project; and WHEREAS, such allocation shall be in compliance with all applicable Federal, State of Florida ("State"), local, and City laws, rules, and regulations for affordable housing projects, including, but not limited to, the City's Tranche 2 Affordable Housing Bonds Projects Strategies, the Tranche 2 Affordable Housing Intent to Reimburse Resolution, and the Tranche 2 Miami Forever Affordable Housing Limited Ad Valorem Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as fully set forth in this Section. Section 2. The City Manager's emergency finding as agency head, attached and incorporated as Exhibit "A", that the City's affordable housing crisis is a valid public emergency for the City's residents and it is advantageous and practicable for the City to waive competitive bidding methods pursuant to Section 18-90 of the City Code and Section 287.055(3)(a)(1), Florida Statutes, as amended, to engage Wolfberg for the provision of design services for the not -to -exceed amount of Four Hundred Eighty Thousand Nine Hundred Dollars ($480,900.00) for the Project, by a four -fifths (4/5) affirmative vote, is hereby approved and confirmed. Section 3. The City Manager is authorized' to negotiate and execute the Agreement between the City and Wolfberg, in a form acceptable to the City Attorney, for said purpose. Section 4. The City Manager is authorized' and directed to allocate funding on a reimbursement basis for a not -to -exceed amount of Four Hundred Eighty Thousand Nine 1 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to those prescribed by applicable City Charter and City Code provisions. City of Miami Page 3 of 4 File ID: 9371 (Revision: A) Printed on: 9/27/2021 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 El9A8EBB File ID: 9371 Enactment Number: R-21-0320 Hundred Dollars ($480,900.00) from the proposed Tranche 2 Miami Forever Affordable Housing Limited Ad Valorem Bonds for the affordable housing components of the Project being developed as a City Project, with such allocation being in compliance with all applicable Federal, State of Florida, local, and City laws, rules, and regulations for affordable housing projects, including, but not limited to, the City's Affordable Housing Bonds Projects Strategies, the Tranche 2 Affordable Housing Intent to Reimburse Resolution, and the Tranche 2 Miami Forever Affordable Housing Limited Ad Valorem Bonds. Section 5. The City Manager is further authorized to negotiate and execute any and all other documents, including any amendments, renewals, and extensions, subject to all allocations, appropriations, prior budgetary approvals, compliance with all applicable provisions of the City Code, including the City's Procurement Ordinance, Anti -Deficiency Act, and Financial Integrity Principles, all as set forth in Chapter 18 of the City Code, in forms acceptable to the City Attorney, and in compliance with all applicable laws, rules, and regulations, as may be deemed necessary for said purpose. Section 6. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: ndez, ity k ttor ey } 8/3/2021 City of Miami Page 4 of 4 File ID: 9371 (Revision: A) Printed on: 9/27/2021 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CITY OF MIAMI DEPARTMENT OF PROCUREMENT PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Consultant Professional Services for Affordable Housing Development - D3 Project Specific Wolfberg/Alvarez and Partners, Inc. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 5 ARTICLE 2 GENERAL CONDITIONS 6 2.01 TERM 6 2.02 OPTIONS TO RENEW 6 2.03 SCOPE OF SERVICES 6 2.04 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS 6 2.05 COMPENSATION 6 ARTICLE 3 PERFORMANCE 7 3.01 PERFORMANCE AND DELEGATION 7 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 7 3.03 CONSULTANT KEY PERSONNEL 7 3.04 TIME FOR PERFORMANCE 7 3.05 STANDARD OF CARE 7 ARTICLE 4 SUBCONSULTANTS 8 4.01 GENERAL 8 4.02 SUBCONSULTANT RELATIONSHIPS 8 4.03 CHANGES TO SUBCONSULTANTS 8 ARTICLE 5 DEFAULT 8 5.01 GENERAL 8 5.02 CONDITIONS OF DEFAULT 8 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE 8 ARTICLE 6 TERMINATION OF AGREEMENT 9 6.01 CITY'S RIGHT TO TERMINATE 9 6.02 CONSULTANT'S RIGHT TO TERMINATE 9 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 9 ARTICLE 7 DOCUMENTS AND RECORDS 9 7.01 OWNERSHIP OF DOCUMENTS 9 7.02 DELIVERY UPON REQUEST OR CANCELLATION 9 7.03 RE -USE BY CITY 10 7.04 NON -DISCLOSURE 10 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS 10 7.06 E-VERIFY 11 ARTICLE 8 INDEMNIFICATION 11 ARTICLE 9 INSURANCE 11 9.01 COMPANIES PROVIDING COVERAGE 12 9.02 VERIFICATION OF INSURANCE COVERAGE 12 9.03 FORMS OF COVERAGE 12 9.04 MODIFICATIONS TO COVERAGE 12 ARTICLE 10 MISCELLANEOUS 12 10.01 AUDIT RIGHTS; INSPECTION 12 10.02 ENTIRE AGREEMENT 13 10.03 SUCCESSORS AND ASSIGNS 13 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 13 10.05 APPLICABLE LAW AND VENUE OF LITIGATION 13 10.06 NOTICES 13 10.07 INTERPRETATION 14 10.08 JOINT PREPARATION 14 10.09 PRIORITY OF PROVISIONS 14 10.10 MEDIATION - WAIVER OF JURY TRIAL 15 10.11 TIME 15 10.12 COMPLIANCE WITH LAWS 15 10.13 NO PARTNERSHIP 15 10.14 DISCRETION OF DIRECTOR 15 Professional Services for Affordable Housing Development - D3 RFQ No. 20-21-021 1 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 10.15 RESOLUTION OF CONTRACT DISPUTES 15 10.16 INDEPENDENT CONTRACTOR 16 10.17 CONTINGENCY CLAUSE 16 10.18 THIRD PARTY BENEFICIARY 16 10.19 ADDITIONAL TERMS AND CONDITIONS 16 10.20 SEVERABILITY 16 10.21 COUNTERPARTS; ELECTRONIC SIGNATURES 17 ATTACHMENT A - SCOPE OF WORK 21 ARTICLE 1 GENERAL 21 A1.01 SCOPE OF SERVICES 21 A1.02 WORK ORDERS 22 A1.03 PAYMENTS 22 ARTICLE A2 BASIC SERVICES 22 A2.01 DEVELOPMENT OF OBJECTIVES 22 A2.02 SCHEMATIC DESIGN 23 A2.03 DESIGN DEVELOPMENT 23 A2.04 CONSTRUCTION DOCUMENTS 24 A2.05 BIDDING AND AWARD OF CONTRACT 25 A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT 26 A2.07 TIME FRAMES FOR COMPLETION 28 ARTICLE A3 ADDITIONAL SERVICES 28 A3.01 GENERAL 28 A3.02 EXAMPLES 28 A3.03 ADDITIONAL DESIGN 29 ARTICLE A4 REIMBURSABLE EXPENSES 29 A4.01 GENERAL 29 A4.02 SUBCONSULTANT REIMBURSEMENTS 29 ARTICLE A5 CITY'S RESPONSIBILITIES 29 A5.01 PROJECT AND SITE INFORMATION 29 A5.02 CONSTRUCTION MANAGEMENT 30 SCHEDULE Al - SUBCONSULTANTS 31 SCHEDULE A2 - KEY PERSONNEL 31 ATTACHMENT B - COMPENSATION AND PAYMENTS 32 ARTICLE B1 METHOD OF COMPENSATION 32 B1.01 COMPENSATION LIMITS 32 B1.02 CONSULTANT NOT -TO -EXCEED 32 ARTICLE B2 WAGE RATES 32 B2.01 FEE BASIS 32 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 32 B2.03 MULTIPLIER 32 B2.04 CALCULATION 32 B2.05 EMPLOYEE BENEFITS AND OVERHEAD 33 B2.06 ESCALATION 33 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 33 B3.01 LUMP SUM 33 B3.02 HOURLY RATE FEES 33 B3.03 REIMBURSABLE EXPENSES 33 B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES 34 B3.05 FEES FOR ADDITIONAL SERVICES 34 B3.06 PAYMENT EXCLUSIONS 34 B3.07 FEES RESULTING FROM PROJECT SUSPENSION 34 ARTICLE 4 PAYMENTS TO THE CONSULTANT 34 B4.01 PAYMENTS GENERALLY 34 B4.02 FOR COMPREHENSIVE BASIC SERVICES 35 B4.03 BILLING - HOURLY RATE 35 B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 35 B4.05 DEDUCTIONS 35 ARTICLE 5 REIMBURSABLE EXPENSES 35 B5.01 GENERAL 35 B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS 35 ARTICLE 6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 36 B5.03 GENERAL 36 SCHEDULE B1 - WAGE RATES SUMMARY 37 SCHEDULE B2 - CONSULTANT INVOICE 38 Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 2 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CITY OF MIAMI DEPARTMENT OF PROCUREMENT PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Consultant Consultant Office Location City Authorization Agreement Number Professional Services for Affordable Housing Development - D3 Professional Services Agreement - Project Specific Wolfberg/Alvarez and Partners, Inc. 75 Valencia Ave., Suite 1050, Coral Gables, FL 33134 Section 18-87, City of Miami Code 20-21-021 THIS PROFESSIONAL SERVICES AGREEMENT ("PSA" or "Agreement") made this 24 day of September in the year 2021 by and between the City of Miami, Florida, a Florida municipal corporation (hereinafter the "City"), and Wolfberg/Alvarez and Partners, Inc., a Florida profit corporation (hereinafter the "Consultant"). RECITAL WHEREAS, currently the City is experiencing an affordable housing crisis due to a) lack of available affordable housing units within the City, and b) the COVID-19 pandemic shutdown which created a rise in unemployment within the City and the inability for residents to afford and pay their rent; and WHEREAS, the procurement process outlined in Section 287.055, Florida Statutes (F.S.), known as the Consultants' Competitive Negotiations Act ("CCNA"), for architectural and engineering services ("A&E") can take up to nine (9) months; and WHEREAS, such a delay is not in the best interest of the City and its constituents, as there is an opportunity to create immediate affordable housing units at 1251 SW 7th Street, Miami, Florida ("Housing Project"), that will provide much needed relief for City residents urgently seeking affordable housing; and WHEREAS, the Housing Project shall consist of the development of a multi -level, approximately ten (10) to twelve (12) story, Affordable Housing residential building and associated structured parking, which will be offered by the City for home ownership. The parking garage will accommodate a one parking space per residential unit plus the City of Miami Code required parking for visitors. The first floor may house tenant amenities such as a club room, mail and package room and a gymnasium, as well as building support spaces such as loading, trash room, electrical, emergency generator, fire command room, etc. Residences will be located on the upper levels and consist of approximately sixty percent (60%) one-bedroom/one bath units with an area of approximately 600 square feet and forty percent (40%) two-bedrooms/one bath units with an area of approximately 800 to 850 square feet. The total unit count is expected to be approximately one hundred twenty (120) units and construction is estimated to total Fourteen Million Two Hundred Fifty Thousand Dollars ($14,250,000.00); and Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 3 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 WHEREAS, once plans for the Housing Project are competed, the City will issue a hard bid for construction, identify a funding source, and seek City Commission approval for construction; and WHEREAS, Section 287.055, F.S., CCNA, specifically subsection (3)(a)(1), requires a public announcement and issuance of a qualifications procedure for A&E "except in cases of valid public emergencies certified by the agency head"; and WHEREAS, the City Manager's emergency finding as agency head that the City's affordable housing crisis is a valid public emergency for the City's residents and it is advantageous and practicable for the City to waive competitive bidding methods pursuant to Section 18-90 of the City Code and Section 287.055(3)(a)(1), F.S., as amended, to engage Consultant for the provision of A&E design services for a not -to -exceed amount of Four Hundred Eighty Thousand Nine Hundred Dollars ($480,900.00) for the Project, subject to the adjustment conditions stipulated in Attachment B, "Compensation and Payments," which describes the method of compensation and compensation adjustments, was approved and confirmed by the City Commission by a four -fifths (4/5) affirmative vote at the July 22, 2021 City Commission meeting via Resolution No. 21-0320, with said adjustment conditions concerning an increase in the not - to -exceed amount being submitted to Commission for ratification as part of the referenced emergency concerning this Project; and WHEREAS, the City intends to utilize the Consultant for the A&E design of the Housing Project based on their experience with affordable housing projects. WITNESSETH, that the City and the Consultant, for the considerations herein set forth, agree as follows: REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 4 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ARTICLE 1 DEFINITIONS 1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments means the Attachments to this Agreement, which are expressly incorporated by reference and made a part of this Agreement as if set forth in full. 1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services. 1.04 Basic Services means those services designated as such in a Work Order. 1.05 City Commission means the legislative body of the City of Miami. 1.06 City Manager means the duly appointed chief administrative officer of the City of Miami. 1.07 City or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency that is a party hereto and for which services under this Agreement are to be performed. In all respects hereunder, the City's performance is pursuant to the City's position as the Owner of the Project. In the event the City exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, codes, laws, and ordinances shall be deemed to have occurred pursuant to the City's authority as a governmental body and shall not be attributable in any manner to the City as a party to this Agreement. The City of Miami shall be referred to herein as "City." For the purposes of this Agreement, "City" without modification shall mean the City Manager who may delegate certain tasks the Director as defined in Section 1.12. 1.08 City Risk Manager shall mean the Risk Manager of the City of Miami who heads the Department of Risk Management. 1.09 Commission means the legislative body of the City of Miami. This has the same meaning as City Commission and is an abbreviation. 1.10 Consultant means the individual, partnership, corporation, association, joint venture, limited liability company, other recognized business entity, or any combination thereof, of properly registered professional architects, or engineers, or surveyors and mappers, as applicable, which has entered into this Agreement to provide professional services to the City. 1.11 Contractor means an individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the City for construction of City facilities and incidentals thereto. 1.12 Department means or refers to the City of Miami's Office of Capital Improvements ("OCI"). 1.13 Director means the Director of the City Department designated herein who has the authority and responsibility for managing the specific project or projects covered under this Agreement. Unless otherwise specified herein or in a Work Order, for this Agreement, the Director is the top administrator of the Office of Capital Improvements or their authorized designee. 1.14 Errors means items in the plans, specifications, or other documents prepared by the Consultant that are shown incorrectly, which results in a change to the Services and results in the need for the Contractor to perform corrective work, rework, or additional work or which causes a delay to the completion of construction. 1.15 Errors and Omissions means design deficiencies in the plans, specifications or other documents prepared by the Consultant, which must be corrected for the project to function or be built as intended. 1.16 Inspector means an employee of the City or of a consulting firm hired by the City and assigned by the City to make observations of Work performed by a Contractor. 1.17 Key Personnel means Staff positions assigned on a full-time basis to the Project by the Consultant with the Director's approval, to serve as an extension of the City's staff typically working inside the City's Miami Riverside Center (MRC) or other requested City facility. 1.18 Notice to Proceed ("NTP") means the same as "Authorization to Proceed." A duly authorized written letter or directive issued by the Director or Project Manager acknowledging that all precedent conditions have been met and/or directing that the Consultant may begin work on the Project. Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 5 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 1.19 Omissions means items that are not shown or included in the plans, specifications, or other documents prepared by the Consultant which are necessary for the proper and/or safe operation of the Project or required to meet the Scope of Services. 1.20 Primary Services means those Services considered by City to be fundamental to the successful management of the Project as stated in the RFQ, and in Attachment A of this Agreement. 1.21 Project Manager means an employee or representative of the City assigned by the Director to manage and monitor Work to be performed under this Agreement or the construction of a project as a direct representative of the City. 1.22 Program means the City's multi -year Capital Improvements and Transportation Programs, prepared on an annual basis that details the planned financial resources and implementation schedule and strategies for the City's capital projects over a five (5) year period. 1.23 Project means the design, construction, alteration and/or repair, and all services and incidentals thereto, of a City facility as contemplated and budgeted by the City. The Project or Projects shall be further defined in the Scope of Services and/or Work Order issued pursuant to this Agreement. 1.24 Professional Services means those services within the scope of the practice of architecture, professional engineering, or registered surveying and mapping, as applicable, as defined by the laws of the State of Florida, or those performed by any architect, professional engineer, or registered surveyor or mapper in connection with his or her professional employment or practice. These services may be abbreviated herein as "architectural/engineering services" or "professional services," as applicable, which are within this definition. 1.25 Professional Services Agreement ("Agreement" or "PSA") means this Agreement, all attachments, and any authorized amendments thereto. In the event of a conflict between the Request for Qualifications ("RFQ") and the Consultant's response thereto, the RFQ shall control. In the event of any conflict between the Consultant's response to the RFQ and this PSA, this PSA shall control. In the event of any conflict between this PSA and its attachments, this PSA shall control. 1.26 Resolution means the document constituting the official approval of the City Commission as required for the City Manager to execute this Agreement, or increase the Project Budget, among other matters. 1.27 Risk Management Administrator means the City's Risk Management Director, or their designee, or the individual named by the City Manager to administer matters relating to insurance and risk of loss for the City. 1.28 Scope of Services or Services means a comprehensive description of the activities, tasks, design features, objectives, deliverables, and milestones required for the completion of a Project or an assignment with enough detail to allow a reasonably accurate estimation of resources necessary for its completion. 1.29 Small Business Enterprise ("SBE") formerly referred to as Community Business Enterprise, means a firm that has been certified by Miami -Dade County, who will provide architectural, landscape architectural, engineering, or surveying and mapping professional services to the Consultant as required pursuant to City Code Section 18-87. 1.30 Subconsultant means a person or organization of properly registered professional architects, engineers, registered surveyor, or mapper, and/or other professional specialties, who has entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1.31 Wage Rates means the effective direct expense to the Consultant and/or the Subconsultant, on an hourly rate basis, for employees in the specified professions and job categories assigned to provide services under this Agreement that justify and form the basis for professional fees regardless of actual manner of compensation. 1.32 Work means all services, materials and equipment provided by/or under this Agreement with the Consultant. 1.33 Work Order means a document internal to the City, which authorizes the performance of specific professional services for a defined Project or Projects. 1.34 Work Order Proposal means a document prepared by the Consultant, at the request of the City, for Services to be provided by the Consultant on a specific phase of a Project. Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 6 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ARTICLE 2 GENERAL CONDITIONS 2.01 TERM The term of this Agreement shall be for three (3) years commencing on the effective date hereof. This specified term is intended for administrative and budget control purposes and is not to be considered or interpreted as a time limitation. 2.02 SCOPE OF SERVICES The Consultant agrees to provide the Services as specifically described and under the special terms and conditions set forth in Attachment A, "Scope of Work," hereto, which is incorporated into and made a part of this Agreement. 2.03 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS Prospective Firms must (shall) adhere to the following requirements: 1) Assign a minimum of fifteen percent (15%) of the contract value to firms currently certified by Miami -Dade County as a Small Business Enterprise ("SBE"), formerly referred to as Community Business Enterprise, in good standing; 2) Place a specific emphasis on utilizing local small businesses from within the City's municipal boundaries. For information on the SBE requirements, visit the Miami -Dade County, Internal Services Department website at http://www.miamidade.ciov/smallbusiness/certification-programs.asp. Failure to adhere to these requirements will cause the firm to be disqualified as nonresponsive or at a subsequent time cause the Agreement to be canceled. 2.04 COMPENSATION 2.04-1 Compensation Limits The amount of compensation payable by the City to the Consultant shall generally be a lump sum not to exceed fee, based on the rates and schedules established in Attachment B, Compensation and Payments, hereto, which is incorporated into this Agreement. The amount of compensation payable to the Consultant by the City, may not exceed Four Hundred Eighty Thousand Nine Hundred Dollars ($480,900.00), as detailed in Exhibit A, Consultant Work Order Proposal, attached hereto. Upon explicitly approved action by the City Commission or City Manager, as applicable, and put into effect by written amendment to this Agreement, the compensation payable by the City to the Consultant may be adjusted, decreased, or increased, upon award by the City of a hard bid construction contract amount to a responsive and responsible contractor. In the event the lowest responsive and responsible hard bid awarded exceeds the construction budget of $14,250,000.00 the consultant's compensation will be adjusted as delineated herein. In the event the City elects not to award the project, the consultant's compensation shall be calculated based on the lowest responsive and responsible hard bid received. In any event, compensation to the Consultant for design services under this Contract shall be calculated at three percent (3%) of the resulting hard bid construction cost, with said adjustment conditions concerning an increase in the not -to -exceed amount being submitted to Commission for ratification as part of the referenced emergency concerning this Project. Said fee is comprised of a Lump Sum of Four Hundred Twenty -Seven Thousand Five Hundred Dollars ($427,500.00) for Basic Services, Fifty -One Thousand Four Hundred Dollars ($51,400.00) for Dedicated Allowances, and Two Thousand Dollars ($2,000.00) for Reimbursable Expenses. The City may, in its sole and absolute discretion, use other compensation methodologies. The City shall not have any liability, nor will the Consultant have any recourse against the City for any compensation, payment, reimbursable expenditures, costs, fees, or charges beyond the compensation limits of this Agreement, as it may be amended from time to time. 2.04-2 Payments Unless otherwise specifically provided in Attachment B, "Compensation and Payments," payment shall be made in accordance with Florida Statute Chapter 218, Part VII, Local Government Prompt Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to constitute a "Proper Invoice" as defined by Section 218.72 (8), Florida Statutes, and to allow a proper audit of expenditures, should the City require one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bills authorized and approved for travel expenses shall be submitted in accordance with Section 112.061, Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 7 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Florida Statutes. The Consultant shall utilize Attachment B, "Compensation and Payments," Schedule B2, "Consultant Invoice," for the submission of invoices. ARTICLE 3 PERFORMANCE 3.01 PERFORMANCE AND DELEGATION The Services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise provided in this Agreement, or approved, in writing by the City. Said approval shall not be construed as constituting an agreement between the City and said other person or firm. 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL Director or their designee may make written requests to the Consultant for the prompt removal and replacement of any personnel employed or retained by the Consultant, or any Subconsultants, or any personnel of any such Subconsultants engaged by the Consultant to provide and perform Services or Work pursuant to the requirements of this Agreement. The Consultant shall respond to the City within fourteen (14) calendar days of receipt of such request with either the removal and replacement of such personnel or written justification as to why that may not occur. All decisions involving personnel will be made by the Consultant. Such request shall solely relate to the work of said employees under this Agreement. 3.03 CONSULTANT'S KEY PERSONNEL The parties acknowledge that the Consultant was selected by the City, in part, based on qualifications of staff identified in the Consultant's response to the City's solicitation, hereinafter referred to as "Key Personnel." The Consultant shall ensure that Key Personnel are available for Work upon request from the City, as long as said Key Personnel is in the Consultant's employ. The Consultant will obtain prior written approval from the Director or their designee to change or add to Key Personnel. The Consultant shall provide Director, or their designee with information required to determine the suitability of proposed new Key Personnel. Director will act reasonably in evaluating Key Personnel qualifications, and such approval shall not constitute any responsibility or liability for the individual's ability to perform. 3.04 TIME FOR PERFORMANCE The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed ("NTP") issued by the Director or their designee and to complete each assignment, task or phase within the time stipulated in the NTP. Time is of the essence with respect to performance of Work under this Agreement. A reasonable extension of the time for completion of various assignments, tasks, or phases may be granted by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be cause for any claims by the Consultant for additional compensation or for any damages. 3.05 STANDARD OF CARE Consultant is solely responsible for the technical accuracy and quality of their Services. Consultant shall perform all Services in compliance with Florida Administrative Code Chapter 61G15, Chapter 471 (Engineering) and Chapter 481 (Architecture, Interior Design, and Landscape Architecture) of the Florida Statutes, as amended, and all regulations promulgated applicable to these professions. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy, and coordination of all designs, drawings, specifications, and other Services furnished by the Consultant under this Agreement. Consultant shall correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services without additional compensation. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its surveys, maps, designs, drawings, specifications, or other Services. ARTICLE 4 SUBCONSULTANTS 4.01 GENERAL 4.01-1 A Subconsultant, as defined in Article 1.28, "Subconsultant" is a firm that was identified as part of the consulting team during the competitive selection process by which the Consultant was chosen to perform the Services under this Agreement, and as such, is identified and listed in Attachment A, "Schedule Al - Subconsultants" attached hereto and incorporated herein by reference. 4.01-2 A Specialty Subconsultant is a person or organization that has, with the consent of the Director, entered into a written agreement with the Consultant to furnish unique and/or specialized professional Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 8 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 services necessary for a project or task described under Additional Services. Such Specialty Subconsultant shall be in addition to those identified in Attachment A, "Schedule Al ." 4.02 SUBCONSULTANT RELATIONSHIPS 4.02-1 All services provided by the Subconsultants shall be performed pursuant to appropriate written agreements between the Consultant and the Subconsultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the City and the Subconsultants. The Consultant acknowledges that the Subconsultants are entirely under its direction, control, supervision, retention, and/or discharge. 4.03 CHANGES TO SUBCONSULTANTS The Consultant shall not add to, modify, or change the Subconsultants listed in Attachment A, "Schedule Al" without prior written approval by the Director or designee, in response to a written request from the Consultant stating the reasons for any proposed change. ARTICLE 5 DEFAULT 5.01 GENERAL If the Consultant fails to comply with any term or condition of this Agreement or any other Agreement it has with the City, or fails to perform any of its obligations hereunder, then the Consultant shall be in Default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to the Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to the Consultant while the Consultant was in default shall be immediately returned to the City. The Consultant understands and agrees that termination of this Agreement under this section shall not release the Consultant from any obligation accruing prior to the effective date of termination. In the event of termination due to default, in addition to the foregoing, the Consultant shall be liable to the City for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. In the event of Default, the City may also suspend or withhold reimbursements to the Consultant until such time as the actions giving rise to default have been cured 5.02 CONDITIONS OF DEFAULT A finding of Default and subsequent termination for cause may include, without limitation, any one or more of the following: 5.02-1 The Consultant fails to obtain or maintain its professional certification/ licensure, insurance or bonding herein required. 5.02-2 The Consultant fails to comply, in a substantial or material sense, with any of its duties under this Agreement, with any terms or conditions set forth in this Agreement or in any agreement it has with the City, beyond the specified period allowed to cure such Default. 5.02-3 The Consultant fails to commence the Services within the time provided or contemplated herein or fails to complete the Work in a timely manner as required by this Agreement. 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE The City, through the Director or designee, shall provide written notice to the Consultant as to a finding of Default, and the Consultant shall take all necessary action to cure said Default within the time stipulated in said notice, after which time, the City may terminate the Agreement. The City, at its sole and absolute discretion, may allow additional days to perform any required cure if the Consultant provides written justification deemed reasonably sufficient. If the Default has not been corrected by the Consultant within the time specified, the Agreement may be automatically terminated on the last day of the time stipulated in said notice, without the necessity of any further action by the City. Should any such failure on the part of the Consultant be due to a condition of Force Majeure as that term is interpreted under Florida law, then the City may allow an extension of time reasonably commensurate with the cause of such failure to perform or cure. ARTICLE 6 TERMINATION OF AGREEMENT 6.01 CITY'S RIGHT TO TERMINATE The City (including specifically the City Manager or the Director acting administratively), has the right to terminate this Agreement for any reason or no reason, upon ten (10) business day's written notice. Upon termination of this Agreement, all charts, sketches, studies, drawings, and other data and/or documents, including all electronic (digital) copies related to Work authorized under this Agreement, whether finished Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 9 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 or not, must be turned over to the Director or the Director's designee. The Consultant shall be paid in accordance with provisions of Attachment B, provided that said documentation is turned over to the Director or the Director's designee within ten (10) business days of termination. Failure to timely deliver the documentation shall be cause to withhold any payments due without recourse by the Consultant until all documentation is delivered to the Director or designee. 6.01-1 The Consultant shall have no recourse or remedy from any termination made by the City except to receive and retain the fees, and allowable costs or reimbursable expenses, earned as compensation for the Services that were performed in complete compliance with the Agreement, as full and final settlement of any claim, action, demand, cost, charge, or entitlement it may have, or will, have against the City, its officials, or employees. The Consultant has voluntarily acknowledged the applicability of this Section by submitting a response to this solicitation. 6.02 CONSULTANT'S RIGHT TO TERMINATE The Consultant shall have the right to terminate this Agreement, in writing, for cause following breach by the City, if breach of contract has not been corrected within sixty (60) calendar days from the date of the City's receipt of a written statement from the Consultant specifying the City's breach of its duties under this Agreement. Consultant shall give the City prior written notice in the manner provided herein specifying the City's breach and afford the City sixty (60) calendar days to cure. 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 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 he or she 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. For the breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to recover from the Consultant the full amount of any and all fees, commissions, percentages, gifts, or other consideration paid to undisclosed lobbyists or agents. ARTICLE 7 DOCUMENTS AND RECORDS 7.01 OWNERSHIP OF DOCUMENTS All tracings, plans, drawings, specifications, maps, computer files, and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, including all electronic digital copies, will be considered works made for hire and will, based on incremental transfer wherein the above shall become the property of the City upon payments made to the Consultant or termination of this Agreement without restriction or limitation on their use, and will be made available, on request, to the City at any time during the performance of such services and/or upon completion or termination of this Agreement. The Consultant shall not copyright any material and products or patent any invention developed under this Agreement. The City shall have the right to visit Project sites for inspection of the work and the products of the Consultant at any time. The Consultant shall be permitted to retain copies, including reproducible copies, solely for information and reference in connection with the City's use and occupancy of the Project. 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure by the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director or designee within ten (10) business days of cancellation, or within ten (10) business days of request by the City, shall be just cause for the City to withhold payment of any fees due the Consultant until the Consultant delivers all such documents. The Consultant shall have no recourse from these requirements. 7.03 RE -USE BY CITY It is understood that all Consultant Agreements and/or Work Orders for new work will include the provision for the re -use of surveys, maps, plans, specifications, and other Consultant work products, at the City's sole option, and, by virtue of signing this Agreement, the Consultant agrees to such re -use in accordance with this provision without the necessity of further approvals, compensation, fees, or documents being required and without recourse for such re -use. The Consultant will not be liable for re -use by the City of plans, documents, studies, or other data for any purpose other than that intended by the terms and conditions of this Agreement. 7.04 NON -DISCLOSURE To the extent allowed by law, the Consultant agrees not to divulge, furnish, or make available to any third person, firm or organization, without Director's or their designee's prior written consent, or unless incident to the proper performance of the Consultant's obligations hereunder, or in the course of judicial or legislative proceedings, or otherwise required by law, where such information has been properly subpoenaed, any Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 10 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 non-public information concerning the Services to be rendered by the Consultant hereunder, and the Consultant shall require all of its employees, agents, and Subconsultants to comply with the provisions of this paragraph. 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS The Consultant shall keep adequate records and supporting documentation, which concern or reflect its Services hereunder. Records subject to the provisions of the Public Records Law, Florida Statutes Chapter 119, as amended, shall be kept in accordance with the applicable statutes. Otherwise, the records and documentation shall be retained by the Consultant for a minimum of three (3) years from the date of termination of this Agreement or the date the Project is completed, whichever is later. The City, or any duly authorized agents or representatives of the City, shall have the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the three (3) year period noted above, provided, however, such activity shall be conducted only during normal business hours. Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) Keep and maintain public records required by the City to perform the Service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in said Chapter or as otherwise provided by law; (3) 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 Agreement term and following completion of the Agreement if the Consultant does not transfer the records to the City; (4) upon completion of the Agreement, transfer, at no cost, to the City all public records in possession of the Consultant or keep and maintain public records required by the City to perform the Service. If the Consultant transfers all public records to the City upon completion of the 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 HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS(a�MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS ("OCI") WHO IS ADMINISTERING THIS AGREEMENT. 7.06 E-VERIFY Consultant shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Consultant during the term of the Agreement and shall expressly require any Subconsultant performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Subconsultant during the Agreement term. ARTICLE 8 INDEMNIFICATION The Consultant shall indemnify, hold harmless, save and defend the City, its officers, agents, directors, instrumentalities, agencies, and/or employees from all liabilities, damages, losses, judgments, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Consultant and persons employed or utilized by Consultant in the performance of Services under this Agreement. Consultant shall, further, hold the City, its officials and/or employees, harmless for, and defend the City, its officials and/or employees against, any civil actions, statutory, contractual, tort, strict liability, or other claims, actions, injuries, or damages arising or resulting from the Services, unless it is alleged that the City, its officials Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 11 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 and/or employees were negligent. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Consultant shall, upon written notice from the City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City Attorney. The Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Consultant shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents, and instrumentalities as herein provided. The indemnification provided above shall obligate the Consultant to defend, at its own cost and expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the City's option, against any and all claims of liability and all claims, suits and actions of every name and description which may be brought against the City, in connection with Services performed by the Consultant or persons employed or utilized by Consultant. This indemnity, hold harmless and duty to defend, shall survive the term of this Agreement, and shall also survive the cancellation or expiration of this Agreement. This indemnity shall be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Section 725.06 and/or Section 725.08, Florida Statutes, as applicable. If any portion of the Indemnity is invalidated by a court of competent jurisdiction as invalid, unenforceable, or illegal, the unenforceable provision shall not affect the otherwise valid terms and provisions of this Section. The applicable terms and provisions shall be deemed modified and will be given effect to the extent necessary to render such provision(s) enforceable, and the rights and obligations of the parties will be construed and enforced accordingly, preserving to the fullest extent possible the intent and agreements of the parties as are set forth in this Section. The Consultant shall require all Subconsultant agreements to include a provision that they shall indemnify the City. The Consultant agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Consultant in which the City participated, either through review or concurrence of the Consultant's actions. In reviewing, approving, or rejecting any submissions by the Consultant or other acts of the Consultant, the City in no way assumes or shares any responsibility or liability of the Consultant or Subconsultant under this Agreement. Ten dollars ($10.00) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Consultant. ARTICLE 9 INSURANCE The Consultant shall not start Services under this Agreement until the Consultant has obtained and provided to the City all insurance required hereunder and the City's Risk Management Administrator also known as the Director of the Risk Management Department, or their authorized designee, has approved such insurance. COMPANIES PROVIDING COVERAGE All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and be rated at least A(X), in accordance with A.M. Best Company's Key Rating Guide, latest edition. 9.02 VERIFICATION OF INSURANCE COVERAGE The Consultant shall furnish certificates of insurance to the Procurement Department and Risk Management Administrator for review and approval prior to the execution of this Agreement. The Certificates shall clearly indicate that the Consultant has obtained insurance of the type, amount, and classification required by these provisions, and in accordance to Exhibit C, "Insurance" contained herein. The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. The Consultant shall furnish copies of insurance policies pertaining to this Agreement to the Procurement Department and Risk Administrator within ten (10) business days of written request. 9.03 FORMS OF COVERAGE 9.03-1 Commercial General Liability and Automobile Liability The Consultant shall maintain commercial general liability coverage written on a primary and non- contributory basis, with limits of at least $1,000,000.00 per occurrence, $2,000,000.00 aggregate for bodily injury and property damage. The coverage shall include Premises and Operations, Contingent and Contractual Liability, and Products and Completed Operations, with additional endorsements as applicable. Waiver of Subrogation applies in favor of the certificate holder. Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 12 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 The coverage shall be written on a primary and non-contributory basis with the City listed as an additional insured as reflected by endorsement CG 2010 11/85 or its equivalence. Notice of cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment. 9.03-2 Business Automobile The Consultant shall provide business automobile liability coverage including coverage for all owned, hired, and non -owned autos with a minimal combined single limit of $1,000,000.00 naming the City as an additional insured with respect to this coverage. Notice of cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment. 9.03-3 Professional Liability Insurance The Consultant shall maintain Professional Liability Insurance including Errors and Omissions coverage in the minimum amount of $1,000,000.00 per claim, $1,000,000.00 aggregate providing for all sums which the Consultant shall be legally obligated to pay as damages for claims arising out of the services performed by the Consultant or any person employed by the Consultant in connection with this Agreement. This insurance shall be maintained for at least one (1) year after completion of the construction and acceptance of any project covered by this Agreement. Coverage must reference the retroactive date. 9.03-4 Worker's Compensation Insurance The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000.00 each occurrence. 9.03-5 Subconsultant Compliance The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or their authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles, or other insurance obligations by providing a thirty (30) calendar day written notice to the Consultant in accordance with Article 0, Notices, herein. The Consultant shall comply with such requests unless the insurance coverage is not then readily available in the national market, and may request additional consideration from the City accompanied by justification. ARTICLE 10 MISCELLANEOUS 10.01 AUDIT RIGHTS; INSPECTION The City reserves the right to audit the Consultant's accounts during the performance of this Agreement and for three (3) years after final payment under this Agreement. The Consultant agrees to furnish copies of any records necessary, in the opinion of the Director, to approve any requests for payment by the Consultant. The inspection and audit provisions provided for City contracts set forth in Section 18-99, 18- 100, 18-101 and Section 18-102 of the City Code are applicable to this Agreement and are deemed as being incorporated by reference herein. 10.02 ENTIRE AGREEMENT This Agreement, as it may be amended from time to time, represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of a breach of any other provision of this Agreement. 10.03 SUCCESSORS AND ASSIGNS The performance of this Agreement shall not be transferred pledged, sold, delegated, or assigned, in whole or in part, by the Consultant without the written consent of the City, acting by and through its City Commission. It is understood that a sale of the majority of the stock or partnership shares of the Consultant, a merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions that would constitute an assignment or sale hereunder requiring prior City approval. The Consultant's services are unique in nature and any assignment, sale transference without City Commission approval shall be cause for the City to terminate this Agreement. The Consultant shall have no recourse from such termination. The City may require bonding, other security, certified financial statements and tax returns from any proposed assignee and the execution of an assignment/assumption Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 13 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. The Consultant and the City each binds one another, their partners, successors, legal representatives, and authorized assigns to the other party of this Agreement and to the partners, successors, legal representatives, and assigns of such party in respect to all covenants of this Agreement. 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of NTP. The original Project price and any addition thereto will be adjusted to exclude any significant sums by which the City determines the project price was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such price adjustments will be made within one (1) year following the end of the Project. 10.05 APPLICABLE LAW AND VENUE OF LITIGATION This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this Agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of the Consultant's duties to indemnify the City under Article 8, Indemnification, herein where the Consultant shall pay the City's reasonable attorney's fees in the event the City must maintain an action to enforce the duty to indemnify the City. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by electronic mail, and registered United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice: For City of Miami: Arthur Noriega V, City Manager Office of the City Manager City of Miami 444 SW 2nd Avenue, 10th Floor Miami, Florida 33130-1910 Email: ANoriega©miamigov.com Phone: 305-416-1025 Annie Perez, CPPO, Director Department of Procurement City of Miami 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130-1910 Email: AnniePerez©miamigov.com Phone: 305-416-1910 Victoria Mendez, City Attorney Office of the City Attorney City of Miami 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130-1910 Email: VictoriaMendez@miamigov.com Phone: 305-416-1832 Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 14 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 With Copies to: Angel R. Carrasquillo, PE, Director Office of Capital Improvements City of Miami 444 SW 2nd Avenue, 8th Floor Miami, Florida 33130-1910 Email: AnCarrasquillo©miamigov.com Phone: 305-416-1225 For Wolfbercl/Alvarez and Partners, Inc.: Marcel Morlote, RA President Wolfberg/Alvarez and Partners, Inc. 75 Valencia Ave., Suite 1050 Coral Gables, Florida 33134 Email: MMorlote©wolfbergalvarez.com Phone: 305-666-5474 10.07 INTERPRETATION The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of strict construction shall be applied against either party hereto. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all the subsections of such Section, unless the reference is made to a subsection or subparagraph of such Section or Article. 10.08 JOINT PREPARATION Preparation of this Agreement has been a joint effort of the City and the Consultant, and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other. 10.09 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given effect. 10.10 MEDIATION - WAIVER OF JURY TRIAL In an effort to engage in a cooperative effort to resolve conflict which may arise during the course of the design and/or construction of the subject project(s), and/or following the completion of the projects(s), the parties to this Agreement agree all disputes between them shall be submitted to non -binding mediation prior to the initiation of litigation, unless otherwise agreed in writing by the parties. A certified Mediator, who the parties find mutually acceptable, will conduct any Mediation Proceedings in Miami -Dade County, State of Florida. The parties will split the costs of a certified mediator on a 50/50 basis. The Consultant agrees to include such similar contract provisions in the agreements with all Subconsultants and/or independent contractors retained for the project(s), thereby providing for non -binding mediation as the primary mechanism for dispute resolution. Each party shall bear their own attorney's fees. In an effort to expedite the conclusion of any litigation, the parties voluntarily waive their right to jury trial or to file permissive counterclaims in any action arising under this Agreement. Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 15 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 10.11 TIME Time is of the essence in this Agreement. Consultant shall promptly perform its duties under this Agreement and Work Orders pursuant hereto and will give the Work as much priority as is necessary to cause the Work to be completed on a timely basis in accordance with this Agreement. All Work shall be performed strictly (not substantially) within the time limitations necessary to maintain the critical path and all deadlines established in this Agreement and/or Work Orders pursuant hereto. 10.12 COMPLIANCE WITH LAWS The Consultant shall comply with all applicable laws, codes, ordinances, rules, regulations, and resolutions including, without limitation, the Americans with Disabilities Act ("ADA"), as amended, and all applicable guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement. The Consultant represents and warrants that there shall be no unlawful discrimination as provided by law in connection with the performance of this Agreement. 10.12-1 Non -Discrimination The City warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Consultant's performance under this Agreement on account of race, color, gender, religion, age, handicap, marital status, national origin, or sexual orientation. The Consultant further covenants that no otherwise qualified individual shall, solely by reason of their race, color, gender, religion, age, handicap, marital status, national origin, or sexual orientation, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 10.12-2 OSHA Compliance The Consultant warrants that it will comply with all safety precautions as required by federal, state, and local laws, rules, regulations, and ordinances. The City reserves the right to refuse the Consultant's access to City property, including project jobsites, if the Consultant's employees are not properly equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non- compliance with safety regulations is exhibited by the Consultant. 10.12-3 ADA Compliance The Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines, and standards. Additionally, the Consultant shall take affirmative steps to -insure nondiscrimination in employment of disabled persons. 10.13 NO PARTNERSHIP The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise or affiliation between the parties. The Consultant has no authority to bind the City to any promise, debt, default, contract liability, or undertaking of the Consultant. 10.14 DISCRETION OF DIRECTOR Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. 10.15 RESOLUTION OF CONTRACT DISPUTES The Consultant understands and agrees that all disputes between it and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted for resolution in the following manner. The initial step shall be for the Consultant to notify the Project Manager in writing of the dispute and submit a copy to the City of Miami personnel identified in Article 10.06, Notices. Should the Consultant and the Project Manager fail to resolve the dispute the Consultant shall submit their dispute in writing, with all supporting documentation, to the Director of OCI, as identified in Article 10.06, Notices. Upon receipt of said notification, the Director of OCI shall review the issues relative to the dispute and issue a written finding. Should the Consultant and the Director of OCI fail to resolve the dispute the Consultant shall submit their dispute in writing within five (5) calendar days to the Director of Procurement. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said notification, the Director of Procurement, shall review the issues relative to the dispute and issue a written finding. The Consultant must submit any further appeal in writing within five (5) calendar days to the City Manager. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 16 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Consultant. Appeal to the City Manager for their resolution, is required prior to the Consultant being entitled to seek judicial relief in connection therewith. Should the amount of compensation hereunder exceed $500,000.00, the City Manager's decision shall be approved or disapproved by City Commission. The Consultant shall not be entitled to seek judicial relief unless: (i) It has first received City Manager's written decision, approved by City Commission if applicable; or (ii) A period of sixty (60) calendar days has expired after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation, or a period of (90) calendar days has expired where the City Manager's decision is subject to City Commission approval; or (iii) The City has waived compliance with the procedure set forth in this section by written instrument(s) signed by the City Manager. 10.16 INDEPENDENT CONTRACTOR The Consultant has been procured and is being engaged to provide services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, the Consultant shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. The Consultant further understands that Florida Workers' Compensation benefits available to employees of the City are not available to the Consultant and agrees to provide workers' compensation insurance for any employee or agent of the Consultant rendering services to the City under this Agreement. The City is not a guarantor of any debt or obligation of the Consultant and the Consultant has no ability to bind the City in this regard. 10.17 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for project activities and this Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) calendar days' notice. 10.18 THIRD PARTY BENEFICIARY The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a third -party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement. 10.19 ADDITIONAL TERMS AND CONDITIONS If a PSA or other Agreement was provided by the City and included in this solicitation for the project(s), no additional terms, or conditions, which materially or substantially vary, modify, or alter the terms or conditions of this Agreement, in the sole opinion and reasonable discretion of the City, will be considered. Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or other Agreement. 10.20 SEVERABILITY If any term or provision of this Agreement, or combination of the same, is in violation of any applicable law or regulation, or is unenforceable or void for any reason, such term, provision, or combination of same shall be modified or reformed by the court to the minimum extent necessary to accomplish the intention of the entire Agreement to the maximum extent allowable, under any legal form, without violating applicable law or regulation. Notwithstanding, the remainder of the Agreement shall remain binding upon the parties. This Subsection shall not apply if there is a material breach of this Agreement causing cancelation or cancellation for convenience. 10.21 COUNTERPARTS; ELECTRONIC SIGNATURES This Agreement may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. END OF SECTION Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 17 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST: Wolfberg/Alvarez and Partners, Inc., a Florida profit corporation DocuSigned by: r—DocuSigned by: Naln Gil b,(a .c i 1 hand, It avtbft, E52805AD3F0B449._ ` 97C75F88156C47G... Signature Signature Nancy Lavelanet, Assistant Marcel Morlote, President Print Name, Title Print Name, Title ATTEST: ,—DocuSigned by: \—•FBE749 C563C45C... Consultant Secretary (Affirm Consultant Seal, if available) ATTEST: — DocuSigned by: ,(tLAAOAA 'T-0atel '1 ocrernr dn, City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: ,—DocuSigned by: $v`aln,. ��ri►t '-27395C63182-44E7... Ann Marie Sharpe, Director Risk Management Department (Corporate Sea CITY OF MIAMI, Florida municipal corporation DocuSigned by: C avt. Arthur Noriega V, City Manager DocuSigned by: SEAL 1986 APPROVED AS TO LEGAL FORM AND CORRECTNESS: LD°cuSigned by: 694F02A58BGB4C6... Victoria Mendez, City Attorney PRV 9/13/21 (Matter 21-1568) Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 18 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) I HEREBY CERTIFY that at a meeting of the Board of Directors of wolfberg Alvarez and Partners the State of Florida , a corporation organized and existing under the laws of November 2017 , held on the 9 day of a resolution was duly passed and adopted authorizing (Name) Marcel R. Morlote as (Title) President of the corporation to execute agreements on behalf of the corporation and providing that their execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. I further certify that said resolution remains in full force and effect. INTo65d\bI.HEREOF, I have hereunto set my hand this 10 , day of September 20 21 Secretary: �FgG nnFSFartisr Print: Katrina L Alvarez Ruiz CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) I HEREBY CERTIFY that at a meeting of the Board of Directors of a partnership organized and existing under the laws of the State of , held on the _day of a resolution was duly passed and adopted authorizing (Name) as (Title) of the partnership to execute agreements on behalf of the partnership and provides that their execution thereof, attested by a partner, shall be the official act and deed of the partnership. I further certify that said partnership agreement remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this day of , 20 Partner: Print: Names and addresses of partners: Name Street Address City State Zip Professional Services for Affordable Housing Development - D3 RFQ No. 20-21-021 19 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this Agreement is authorized to sign documents on behalf of the joint venture. If there is no joint venture agreement, each member of the joint venture must sign this Agreement and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) , individually and doing business as (d/b/a) (If Applicable) have executed and am bound by the terms of the Agreement to which this attestation is attached. IN WITNESS WHEREOF, I have hereunto set my hand this day of , 20_ Signed: Print: STATE OF Florida COUNTY OF Miami -Dade NOTARIZATION SS: 13 September The foregoing instrument was acknowledged before me this day of 21 Marcel Morlote 20 by , who is personally known to me or who has produced Driver License //'/�DocuSigned by: AMX6 litktAt 8,-3Faoar.7nraRR4:3n SIGNATURE OF NOTARY PUBLIC, STATE OF Florida Andrea chavero as identification and who (did / did not) take an oath. DocuSigned by: r"° ".10 f G�1L0 PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 20 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT A - SCOPE OF WORK ARTICLE 1 GENERAL The City has procured the services of the Consultant to provide professional services for the development of a multi -level, approximately 10 to 12 story, affordable housing residential building and associated structured parking, which will be offered by the City for home ownership to citizens of the City. The parking garage is to accommodate a one parking space per residential unit plus the City of Miami Code required parking for visitors. The first floor may house tenant amenities such as a Club Room, Mail and Package Room and a Gymnasium, as well as building support spaces such as loading, trash room, electrical, emergency generator, fire command room, etc. Residences will be located on the upper levels and consist of approximately sixty percent (60%) one-bedroom/one bath units with an area of approximately 600 square feet and forty percent (40%) two-bedrooms/one bath units with an area of approximately 800 to 850 square feet. The total unit count is expected to be approximately 120 units. In order to reduce construction costs, all residential floor plates will generally have the same configuration. The subject property, located at 1251 SW 7th Street, in Little Havana, is a vacant parcel consisting of four (4) separate lots with a total area of approximately 25,000 sq. ft. The site's current zoning, T5-L, Urban Center Transect Zone, does not support the project's proposed intensity (height) and the City is proposing to rezone the property to T6-8, Urban Core Transect Zone. Additionally, based on initial conversations with City representatives, other aspects of the design are anticipated to require Waivers as part of the project's entitlement process. The Consultant shall provide these services under the direction of the Office of Capital Improvements ("OCI"), and in accordance with all applicable laws, building and environmental regulations, including code requirements for the State of Florida, Miami -Dade County, and the City, and the Scope of Services contained in this RFQ. The Proposer and its Subconsultants must be able to perform every element and task included in, but not limited to, those outlined in Section A1.01, "Scope of Services." A1.01 SCOPE OF SERVICES The Consultant shall provide complete design services as delineated below inclusive of civil, landscaping/irrigation, architecture, structure, HVAC, plumbing, fire protection and electrical. The services of civil, landscaping/irrigation and structural design will be provided by subconsultants retained directly by the Consultant. Additionally, this proposal includes allowances for specialty consultants including geotechnical, hazardous materials, rational analysis, and land surveying. As established by the City during negotiations, the approximate total targeted saleable area of the units is approximately 75,000 net sq. ft. and equates to a project with an approximate construction cost of Fourteen Million Two Hundred Fifty Thousand Dollars ($14,250,000.00) (exclusive of any off -site improvements that may be required) based on an average construction cost of One Hundred Ninety Dollars per square foot ($190.00/sq. ft.), inclusive of the parking garage. TASKS / PHASES SUMMARY • Rezoning Process • Entitlement Process (Concept / Schematic Design / Warrant and/or Waivers) • Design Documents (Design Development through Construction Documents) • Permitting Assistance • Bid Phase Services • Construction Administration Phase TASK 1 - Re -Zoning Process: The Consultant shall assist City staff in their preparation of the application for the change in zoning, the reparation of supporting drawings and/or graphics and the attendance to public hearings, including the Planning and Zoning Advisory Board and City Commission (2 meetings). At the City's discretion, the Consultant may be asked to also begin the preparation of conceptual drawings (as defined under Task 2 herein). TASK 2 - Entitlement Process (Concept/Schematic Design/Warrant and/or Waivers): During this phase, the Consultant shall assist City staff in their preparation of the Application for issuance of the Warrant and/or Waivers as may be required. The Consultant shall prepare/submit Conceptual Design drawings to P&Z to validate the entitlement process. Upon a general acceptance of the proposed project, the Consultant Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 21 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 shall prepare Schematic Design Documents for the submission for review by the Planning Department and CRC, including site context photographs, site plan with zoning analysis, floor plans of each different level with the residential unit layouts, exterior building elevations and renderings, building section, significant material selection, landscaping plan and site lighting foot-candle plan. Additionally, the Consultant shall attend the Pre -application CRC (Coordinated Review Committee) meetings. Incorporate CRC and Planning Department comments and issue the final submittal, as necessary. No Public Hearings are anticipated. TASK 3 - Design Development Documents: The approved Schematic Design drawings, with any minor City -requested modifications, will be the basis for commencement of the Design Documents, commencing with the Design Development phase. During this phase, preliminary discussion and agreement shall be made as to the structure, general mechanical and electrical systems, as well as materials, and other design elements to be incorporated during the Design Development/Construction Document Phases. This phase includes more developed drawings, including engineering disciplines and outline of technical specifications. The documents include the architectural, civil, landscaping, structural, mechanical, plumbing, fire protection, and electrical drawings. Final drawings will be issued to the City for review and approval. TASK 4 - Construction Documents: Based upon the approved Design Development documents and any minor modifications requested by the City, WA will further develop and complete the Construction Documents. These documents consist of the final drawings and technical specifications in sufficient detail for the permitting and construction of the project. The final drawings shall be issued to the City for permitting. TASK 5 - Permitting: WA shall assist the City in connection with the "Owner's" responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the project. During this phase, WA shall assist the City by incorporating permitting agency's review comments and re -issuing drawings as revisions for final signoffs by the agencies and departments having jurisdiction. TASK 6 - Bidding, Negotiation, and Award Phase: WA shall assist the City with the bid through award process. It is anticipated that the City will procure "hard bids" for this project from prequalified contractors. This includes attending a pre -bid meeting, providing bid documents, responding to RFI's and substitutions, and reviewing contractor bids. Upon award, WA shall attend the preconstruction meeting. TASK 7 - Contract Administration During Construction: During this phase, the WA team will assist during the construction of the project. Items included under Construction Administration (CA) services are review of shop drawings and products, responding to contractor's request for information (RFIs), recommendations on Certificates for Payments, substitution reviews, attending construction meetings, and performing periodic field visits. For the purposes of this proposal, site visits and/or construction meetings have been included on a bi-weekly schedule. In general, the primary intent of the WA team is to protect the interest of the City while the project is under construction, which is anticipated to take approximately 16 months to complete. Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 22 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 QUALIFICATIONS/EXCLUSIONS: The following qualifications/exclusions are part of this agreement: ■ Interior furniture, fixtures, and equipment (FF&E) for common areas and amenities are excluded. ■ "As -built" or Record Drawings to be prepared by the Contractor. ■ The relocation of existing FPL lines, if required, shall be the responsibility of the City. ■ LEED Services are excluded. ■ The services of a City -approved arborist, if required, shall be retained by the City. ■ The preparation of construction cost estimates is excluded. ■ Permit expediting is excluded. ■ Waterproofing consultant is excluded. ■ ADA Consultant is excluded. ADA analysis by the Consultant's staff is included. ■ Civil Engineering Services extend to the property line only. All off -site improvements, if any, are excluded. ■ Environmental mitigation and/or implementation is excluded. ■ Traffic analysis is excluded. ■ Threshold Inspection Services are excluded Further details concerning the Scope of Services may be developed and included by the City for each Work Order issued. As it is detailed in this Professional Services Agreement, as may be amended from time to time, the City, acting by and through its City Manager or the City Manager's authorized designee, prior to issuance of any Notice to Proceed, or at other reasonable intervals decided by the City Manager, may elect at the City's discretion, to proceed with the Work on a phased basis. A1.02 WORK ORDERS When OCI has determined that the Project is to proceed, the Director or authorized designee will issue in writing a Work Order to the Consultant per each Task and based on the proposed Scope of Services provided by the Consultant. The Consultant and Director or designee, and others, if appropriate, may have preliminary meetings, if warranted, to further define the Scope of Services and to resolve any questions. The Consultant shall then prepare a Work Order Proposal following the format provided by the City, indicating the proposed Scope of Services, time of performance, staffing, proposed fees, subconsultants, and deliverable items and/or documents. The Director or designee may accept the Work Order Proposal as submitted, reject the Work Order Proposal, or negotiate revisions to the Work Order Proposal. Upon acceptance of a Work Order Proposal, OCI will prepare a Work Order that will be reviewed by OCI staff and the Director or designee. Upon approval, OCI will issue a written Notice to Proceed (NTP) subsequent to approval of the Work Order by the Director or designee. A1.03 PAYMENTS The City will pay the Consultant in accordance with provisions and limitations of Attachment B, "Compensation and Payments." No payment will be made for the Consultant's time or services in connection with the preparation of any Work Order Proposal or for any Work done in the absence of an executed Work Order, NTP and/or Purchase Order. ARTICLE A2 BASIC SERVICES Consultant agrees to provide complete professional services as set forth in the tasks enumerated herein, in accordance with applicable Florida Statutes, latest edition, all federal, state, county and City of Miami, Florida, Laws, Codes and Ordinances. Consultant shall maintain an adequate staff of qualified personnel, on the Work at all times, to ensure its performance as specified in the Agreement. Consultant shall submit one (1) electronic set of all documents and seven (7) copies of documents required under Article A2, without additional charge, for review and approval by City. Consultant shall not proceed with the next Task of the Work until the documents have been approved, in writing, by City, and an Authorization to Proceed with the next Task has been issued by City. Consultant is solely responsible for the technical accuracy and quality of their Work. Consultant shall perform all Work in compliance with all applicable Florida Administrative Code Rules and Florida Statutes. Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 23 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy and coordination of all design, drawings, specification, and other Services furnished by the Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specification, or other Services. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its designs, drawings, specification, or other Services. A2.01 DEVELOPMENT OF OBJECTIVES A2.01-1 Consultant shall confer with representatives from the City, the Project Manager, and other jurisdictional agencies to develop several options for how the various elements of the project will be designed and constructed. A2.01-2 Consultant shall, utilizing a compilation of available documentation, confer with representatives from the City, the Project Manager, and other jurisdictional agencies in order to comprehensively identify aspects of the completed facility program that may require further refinement to attain the requisite detail of design development required to begin the creation of Construction Documents. For clarity of scope, the items that need further development will be called Conceptual and the remaining items will be called Designs. A2.01-3 Consultant shall prepare written descriptions of the various options and shall participate in presentations to multiple groups explaining alternative options. Sufficient detail shall be provided to support the presentation materials. A2.01-4 The Consultant shall hire the appropriate subcontractor to provide surveying services which are not in-house. Such surveys shall include the location of all site structures including all utility structures and facilities. The Consultant shall also engage a soil testing firm to perform soil borings and other tests required for new construction work. The extent to which this work will be needed shall be based on the surveying and soil borings performed previously by the City. Cost of the surveyor and soil engineering firm shall be billed as reimbursable expenses. A2.02 SCHEMATIC DESIGN A2.02-1 Consultant shall prepare and present, in writing and at an oral presentation if requested, for approval by City, a Design Concept and Schematics Report, comprising Schematic Design Studies, including an identification of any special requirement affecting the Project, a Statement of Probable Construction Cost, Project Development Schedule and review of Constructability Review reports. A2.02-2 Schematic Design Studies consist of site plan(s), floor plans (where applicable), elevations, sections, and all other elements required by City or Project Manager to show the scale and relationship of the components and design concepts of the whole. The floor plans may be single -line diagrams. A simple perspective rendering or sketch, model or photograph thereof may be provided to further show the design concept. A2.02-3 The Project Development Schedule shall show the proposed completion date of each task of the Project through design, bidding, and post design services. A2.02-4 Constructability Review reports shall be conducted by the City and/or its consultants at design stages deemed necessary by the Project Manager. The Consultant shall provide five additional deliverable plan sets for distribution, by the City, to others for this purpose. There shall be an established deadline for review report submission back to the City. The Consultant shall provide written responses to all comments within two weeks and shall maintain files of all related review reports and response reports. If necessary, the City may coordinate Constructability Review meetings with some or all the reviewers with the Consultant present to discuss specific issues. In addition to the Constructability Review process mentioned above, the City reserves the right to conduct a Peer Review of the project documents at any design stage. Cost of such a Peer Review would be borne by the City. Any findings as a result of said Peer Review would be addressed by the Consultant, and if requested by the City, would be incorporated into the design documents, at no additional cost to the City and no extension of time to the schedule. Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 24 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A2.03 DESIGN DEVELOPMENT From the approved Schematic Design documents, Consultant shall prepare and present in writing, and at oral presentations, if requested, for approval by City, separate Design Development Documents, updated Project Development Schedules, updated Statements of Probable Construction Costs, and a review of Constructability Review reports. A2.03-1 The Design Development Documents shall consist of drawings (site plans, floor plans, elevations, sections), outline specifications, and other documents. A2.03-2 Design Development consists of continued development and expansion of architectural and/or civil Schematic Design Documents to establish the final scope, relationships, forms, size, and appearance of each element through: ■ Plan sections and elevations ■ Typical construction details ■ Final materials selection ■ Construction phasing plan A2.03-3 The updated Development Schedules shall show the proposed completion dates of each milestone of each Project through design, bidding, construction, and proposed date of occupancy. Consultant will also detail all long lead procurement items and architecturally significant equipment that will need to be purchased prior to the completion of Construction Documents. A2.03-4 Constructability Review reports. A2.04 CONSTRUCTION DOCUMENTS From the approved Design Development Documents, Consultant shall prepare for written approval by City, Final Construction Documents setting forth all design drawings and specifications needed to comprise a fully biddable, permittable, constructible Project. Consultant shall produce 30%, 60%, 90% and Final Construction Documents for review and approval by City, which shall include the following: ■ A Drawing Cover Sheet listing an index of all number of drawings by each discipline. Drawings not included in the 30%, 60%, 90% and Final review shall be noted. Consultant shall attach an index of all anticipated drawing sheets necessary to fully define the Project. ■ The updated Project Development Schedule to include an outline of major construction milestone activities and the recommended construction duration period in calendar days ■ Consultant may also be authorized to include in the Construction Documents approved additive and/or deductive alternate bid items, to permit City to award a Construction Contract within the limit of the budgeted amount. ■ A Project Specifications index and Project Manual with at least 30%, 60%, 90% and Final of the Specifications completed. Submittal of Documents shall also include all sections of Divisions "0" and "1". ■ Consultant shall include, and will be paid for, City -requested alternates outside of the established Project scope or that are not constructed due to a lack of funds. No fee will be paid by City in connection with alternates required by the failure of Consultant to design the Project within the Fixed Limit of Construction Cost. ■ Consultant shall not proceed with further construction document development until approval of the 30% documents is received in writing from City. Approval by City shall be for progress only and does not relieve Consultant of its responsibilities and liabilities relative to code compliance and to other covenants contained in this Agreement. Consultant shall resolve all questions indicated on the documents and make all changes to the documents necessary in response to the review commentary. The 30% Documents review (check) set shall be returned to City upon submission of 60% complete Construction Documents and Consultant shall provide an appropriate response to all review comments noted on these previously submitted documents. Of Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 25 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 the seven (7) copies to be provided, the Consultant shall submit four (4) full size copies of the drawings and specifications, and one digital copy in .pdf format. A2.04-1 Maximum Cost Limit Prior to authorizing the Consultant to proceed with preparation of Construction Document Development, the City shall establish and communicate to the Consultant, a maximum sum for the cost of construction of the Project ("Maximum Cost Limit"). A2.04-2 Dry Run Permitting The Consultant shall file and follow-up for approval of building permits at the earliest practicable time during the performance of the Work, for approval by City, County, State and/or Federal authorities having jurisdiction over the Project by law or contract with the City, and shall assist in obtaining any such applicable certifications of permit approval by such authorities prior to approval by CITP of the final set and printing of the Construction Documents. The Consultant shall promptly, at any time during the performance of the Work hereunder, advise the City of any substantial increases in costs set forth in the Statement of Probable Construction Cost that in the opinion of the Consultant is caused by the requirement(s) of such. Upon completion of dry run permitting, Consultant shall provide as part of the seven (7) copies to be submitted, five (5) full size sealed copies of the drawings and specifications. Consultant shall also provide digital versions of the drawings in .dwg, .plt, and .pdf formats. The specification additional terms and conditions shall be provided in both .pdf and .doc formats. A2.05 BIDDING AND AWARD OF CONTRACT A2.05-1 Bid Documents Approvals and Printing Upon obtaining all necessary approvals of the Construction Documents from authorities having jurisdiction, and acceptance by the City of the 100% Construction Documents, the Consultant shall assist the City in obtaining bids, preparing, and awarding the construction contract. The City, for bidding purposes, will have the bid documents printed, or, at its own discretion, may authorize such printing as a reimbursable service to the Consultant. A2.05-2 Issuance of Bid Documents, Addenda and Bid Opening • The City shall issue the Bid Documents to prospective bidders and keep a complete List of Bidders. • The Consultant shall assist the City in the preparation of responses to questions if any are required during the bidding period. All addendum or clarifications, or responses shall be issued by the City. • The Consultant shall prepare revised plans, if any are required, for the City to issue to all prospective bidders. • The City will schedule a "Pre -Bid Meeting" on an as needed basis, for the Project. The Consultant shall attend all any pre -bid meeting(s) and require attendance of Subconsultants at such meetings. • The Consultant will be present at the bid opening, if requested by the City. A2.05-3 Bid Evaluation and Award The Consultant shall assist the City in evaluation of bids, determining the responsiveness of bids and the preparation of documents for Award of a contract. If the lowest responsive Base Bid received exceeds the Total Allocated Funds for Construction, the City may: • Approve an increase in the Project cost and award a Contract; • Reject all bids and re -bid the Project within a reasonable time with no change in the Project or additional compensation to the Consultant; • Direct the Consultant to revise the scope and/or quality of construction, and rebid the Project. • Suspend, cancel, or abandon the Project. NOTE: Regarding scope revisions, the Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the budgeted amount. Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 26 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT A2.06-1 The Construction Phase will begin with the award of the construction contract and will end when the Consultant has provided to the City all post construction documents, including Contractor As - Built drawings, the Consultant's record drawings, warrantees, guarantees, operational manuals, and Certificate(s) of Occupancy have been delivered to the City and the City approves the final payment to the Consultant. During this period, the Consultant shall provide administration of the construction contract as provided by this Agreement, and as provided by law. A2.06-2 The Consultant, as the representative of the City during the Construction Phase, shall advise and consult with the City and shall have the authority to act on behalf of the City to the extent provided in the General Conditions and the Supplementary Conditions of the construction contract and their Agreement with the City. A2.06-3 The Consultant and respective Subconsultants shall visit the site to conduct field observations, at a minimum on a bi-weekly basis, and at all key construction events; to ascertain the progress of the Project and shall visit the site as appropriate to conduct field inspections to ascertain the progress of the Project and determine, in general, if the Work is proceeding in accordance with the Contract Documents. The Consultant shall provide any site visits necessary for certification if required by the authorities having jurisdiction. Threshold inspection services are excluded. The City reserves the right to retain these services directly or to negotiate as an additional service with the Consultant. The Consultant shall report on the progress the Work, including any defects and deficiencies that may be observed in the Work. The Consultant and/or Subconsultants will not be required to make extensive inspections or provide continuous daily on -site inspections to check the quality or quantity of the Work unless otherwise set forth in this Agreement. The Consultant will be responsible for writing minutes of all meetings and field inspections report it is asked to attend, as well as the distribution of the minutes. The Consultant and Subconsultants will not be held responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work. The Consultant and his/her Subconsultants will not be held responsible for the Contractor's or subcontractors', or any of their agents' or employees' failure to perform the work in accordance with the contract unless such failure of performance results from the Consultant's acts or omissions. A2.06-4 The Consultant shall furnish the City with a written report of all observations of the Work made by the Consultant and require all Subconsultants to do same during each visit to the Project. The Consultant shall also note the general status and progress of the Work, on forms furnished by the City, and shall submit them in a timely manner. The Consultant and the Subconsultants shall ascertain that the Work is acceptable to the City. The Consultant shall assist the City in ensuring that the Contractor is making timely, accurate, and complete notations on the "as -built" drawings. Copies of the field reports shall be attached to the monthly Professional Services payment request for construction administration services. The Consultant's failure to provide written reports of all site visits or minutes of meeting shall result in the rejection of payment requests and may result in a proportional reduction in Construction Administration fees paid to the Consultant. A2.06-5 ■ Based on observations at the site and consultation with the City, the Consultant shall determine the amount due the Contractor based on the pay for performance milestones and shall recommend approval of such amount as appropriate. This recommendation shall constitute a representation by the Consultant to the City that, to the best of the Consultant's knowledge, information and belief, the Work has progressed to the point indicated and that, the quality of the Work is in accordance with the contract and the Contractor is entitled to amount stated on the requisition subject to; ■ A detailed evaluation of the Work for conformance with the contract upon substantial completion; ■ The results of any subsequent tests required by the contract; ■ Minor deviations from the contract correctable prior to completion; ■ Any specific qualifications stated in the payment certificate and further that the Contractor is entitled to payment in the amount agreed upon at a requisition site meeting or as stated on the requisition. Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 27 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Prior to recommending payment to the Contractor, the Consultant will prepare a written statement to the City on the status of the Work relative to the Construction Schedule, which shall be attached to the Contractor's Requisition. Such statement shall be prepared immediately following the requisition field meeting and shall not be cause for delay in timely payment to the Contractor. By recommending approval of a Payment Certificate, the Consultant shall not be deemed to represent that the Consultant has made any examination to ascertain how and for what purpose the Contractor has used money paid on account of the Construction Contract Sum. A2.06-6 The Consultant shall be the interpreter of the requirements of the Contract Documents and the judge of the performance there under. The Consultant shall render interpretations necessary for the proper execution or progress of the Work upon written request of either the City or the Contractor, and shall render written decisions, within maximum of ten (10) calendar days, on all claims, disputes, and other matters in question between the City and the Contractor relating to the execution or progress of the Work. Interpretations and decisions of the Consultant shall be consistent with the intent of and reasonably inferable from, the Contract Documents and shall be in written or graphic form. A2.06-7 The Consultant shall have the authority to recommend rejection of Work, which does not conform to the Contract Documents. Whenever, in his/her reasonable opinion, the Consultant considers it necessary or advisable to ensure compliance with the Contract Documents, the Consultant will have the authority to recommend special inspection or testing of any Work deemed to be not in accordance with the Contract, whether or not such Work has been fabricated and/or delivered to the Project, or installed and completed. A2.06-8 The Consultant shall promptly review and approve, reject, or take action on shop drawings, samples, RFIs and other submissions of the Contractor. Changes or substitutions to the Contract Documents shall not be authorized without concurrence of the City's Project Manager and/or Director of Capital Improvements. The Consultant shall have a maximum of ten (10) calendar days from receipt of shop drawings, samples, RFI's or other submittals by the Contractor, to return the shop drawings or submittals to the Contractor with comments indicating either approval or disapproval. The Consultant shall provide the Contractor with a detailed written explanation as to the basis for rejection. Consultant shall have five (5) calendar days to review contractor payment applications to ensure the City complies with Florida Statute §218.70. A2.06-9 The Consultant shall initiate and prepare required documentation for changes as required by the Consultants own observations or as requested by the City, and shall review and recommend action on proposed changes. Where the Contractor submits a request for Change Order or Change Proposal request, the Consultant shall, within ten (10) calendar days, review and submit to the City, his/her recommendation, or proposed action along with an analysis and/or study supporting such recommendation. A2.06-10 The Consultant shall examine the Work upon receipt of the Contractor's request for substantial completion inspection of the Project and shall, prior to occupancy by the City, recommend execution of a "Certificate of Acceptance for Substantial Completion after first ascertaining that the Project is substantially complete in accordance with the contract requirements. The Consultant shall in conjunction with representatives of the City and the Contractor prepare a punch list of any defects and discrepancies in the Work required to be corrected by the Contractor in accordance with Section 218.735, Florida Statutes. Upon satisfactory completion of the punch list the Consultant shall recommend execution of a "Certificate of Final Acceptance" and final payment to the Contractor. The Consultant shall obtain from the Contractor upon satisfactory completion of all items on the punch list all necessary closeout documentation from the Contractor, including but not limited to all guarantees, operating and maintenance manuals for equipment, releases of liens/claims and such other documents and certificates as may be required by applicable codes, law, and the contract, and deliver them to the City before final acceptance shall be issued to the Contractor. A2.06-11 The Consultant shall monitor and provide assistance in obtaining the Contractor's compliance with its contract relative to 1) initial instruction of City's personnel in the operation and maintenance of any equipment or system, 2) initial start-up and testing, adjusting, and balancing of equipment and systems and 3) final clean-up of the Project to assure a smooth transition from construction to occupancy by the City. Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 28 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A2.06-12 The Consultant shall furnish to the City the original documents, including drawings, survey, and specific conditions. Any certifications required under this Agreement including the contents of "as - built" documents are conditioned upon the accuracy of the information and documents provided by the construction contractor. Transfer of changes made by "Change Authorization", "Change Order", "Request for Information", substitution approvals, or other clarifications will be the Consultant's responsibility to incorporate into the "as -built" and record documents. Changes made in the field to suit field conditions, or otherwise made by the Contractor for its convenience shall be marked by the Contractor on the "Field Record Set" and transferred to the original contract documents by the Consultant. The original documents as well as the "Field Record Set" shall become the property of the City. A reproducible set of all other final documents will be furnished to the City free of charge by the Consultant. A2.06-13 The Consultant shall review the Contractor's "as built" drawings and submit them to the City upon approval by the Consultant. The Contractor is responsible for preparing the "as built" drawings. A2.06-14 The Consultant shall furnish to the City a simplified site plan and floor plan(s) reflecting "as -built" conditions with graphic scale and north arrow. Plans must show room names, room numbers, overall dimensions, square footage of each floor and all fonts used in the drawings. Two sets of drawings shall be furnished on 24" x 36" sheets and one electronic copy. A2.06-15 The Consultant shall assist the City in the completion of the Contractor's performance evaluation during construction work and upon final completion of the Project. A2.07 TIME FRAMES FOR COMPLETION Time frames for completion of the several steps required to complete any given assignment, from Development of Objectives through and including Construction Contract Administration, will be determined at the time each Work Order is assigned to the Consultant by the City. ARTICLE A3 ADDITIONAL SERVICES A3.01 GENERAL Services categorized below as "Additional Services" may be specified and authorized by City and are normally considered to be beyond the scope of the Basic Services. Additional Services shall either be identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager and will be compensated for as provided in Attachment B, "Compensation and Payments," Article B3.05, Fees for Additional Services. A3.02 EXAMPLES Except as may be specified in Schedule A herein, Additional Services may include, but are not limited to the following: A3.02-1 Pre -Design Surveys and Testing: Environmental investigations, site evaluations, or comparative studies of prospective sites. Surveys of the existing structure required to complete as - built documentation are not additional services A3.02-2 Appraisals: Investigation and creation of detailed appraisals and valuations of existing facilities, and surveys or inventories in connection with construction performed by City. A3.02-3 of Work. Specialty Design: Any additional special professional services not included in the Scope A3.02-4 Extended Testing and Training: Extended assistance beyond that provided under Basic Services for the initial start-up, testing, adjusting, and balancing of any equipment or system; extended training of City's personnel in operation and maintenance of equipment and systems, and consultation during such training; and preparation of operating and maintenance manuals, other than those provided by the Contractor, subcontractor, or equipment manufacturer. A3.02-5 Major Revisions: Making major revisions to drawings and specifications resulting in or from a change in Scope of Work, when such revisions are inconsistent with written approvals or instructions previously given by City and are due to causes beyond the control of Consultant (Major revisions are defined as those changing the Scope of Work and arrangement of spaces and/or scheme and/or any significant portion thereof). Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 29 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A3.02-6 Expert Witness: Preparing to serve or serving as an expert witness in connection with any mediation, arbitration, or legal proceeding, providing, however, that Consultant cannot testify against City in any proceeding during the course of this Agreement. A3.02-7 Miscellaneous: Any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural/engineering practice, when authorized by the Project Manager. A3.03 ADDITIONAL DESIGN The City may, at its option, elect to proceed with additional services relating to the Project. ARTICLE A4 REIMBURSABLE EXPENSES A4.01 GENERAL Reimbursable Expenses cover those services and items authorized by the City in addition to the Basic and Additional Services and consist of actual, direct expenditures made by the Consultant and the Subconsultant for the purposes listed below. Transportation, travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. A4.01-1 Communications Expenses: Identifiable communication expenses approved by the Project Manager, long distance telephone, courier, and express mail between the Consultant's various permanent offices and Subconsultants. The Consultant's field office at the Project site is not considered a permanent office. Cell phones will not be considered as reimbursable expenses under this agreement. A4.01-2 Reproduction, Photography: Cost of printing, reproduction, or photography, beyond that which is required by or of the Consultant's part of the work, set forth in this Agreement. A4.01-3 Geotechnical Investigation: Identifiable Soil Borings and Reports and testing costs approved by the City's Project Manager. A4.01-4 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the Consultant. A4.01-5 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project Manager. A4.01-4 Other: Any other services not otherwise included in Article 4, when authorized by the Project Manager. A4.02 SUBCONSULTANT REIMBURSEMENTS Reimbursable subconsultant expenses are limited to the items described above when the Subconsultant's agreement provides for reimbursable expenses and when such agreement has been previously approved, in writing, by the Director and subject to all budgetary limitations of the City and requirements of this Agreement. ARTICLE A5 CITY'S RESPONSIBILITIES A5.01 PROJECT AND SITE INFORMATION City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant with the information described below, or, if not readily available, may authorize Consultant to provide such information as an Additional Service, eligible as a Reimbursable Expense. A5.01-1 Surveys: Complete and accurate surveys of building sites, giving boundary dimensions, locations of existing structures, the grades and lines of street, pavement, and adjoining properties; the rights, restrictions, easements, boundaries, and topographic data of a building site, and existing utilities information regarding sewer, water, gas, telephone and/or electrical services. A5.01-2 Soil Borings, Geotechnical Testing: Soil borings or test pits; chemical, mechanical, structural, or other tests when deemed necessary; and, if required, an appropriate professional interpretation thereof and recommendations. Consultant shall recommend necessary tests to City. A5.01-3 General Project Information: Information regarding Project Budget, City and State procedures, guidelines, forms, formats, and assistance required establishing a program pursuant to Article A2.02, "Schematic Design." Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 30 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A5.01-4 Existing Drawings: Drawings representing as -built conditions at the time of original construction, subject to as -built availability. However, such drawings, if provided, are not warranted to represent conditions as of the date of receipt. Consultant must still perform field investigations as necessary in accordance with Article A2.01, "Development of Objectives", to obtain sufficient information to perform its services. Investigative services in excess of "Normal Requirements," as defined, must be authorized in advance. A5.01-5 Reliability: The services, information, surveys, and reports described in Articles A5.01-1 through A5.01-4 above, shall be furnished at City's expense, and Consultant shall be entitled to rely upon the accuracy and completeness thereof, provided Consultant has reviewed all such information to determine if additional information and/or testing is required to properly design the Project. A5.02 CONSTRUCTION MANAGEMENT A5.02-1 During construction, Consultant and the Project Manager shall assume the responsibilities described in the general conditions and supplementary conditions of the construction contract relating to review and approval of the construction work by the Contractor. A5.02-2 If City observes or otherwise becomes aware of any fault or defective Work in the Project, or other nonconformance with the contract during construction, City shall give prompt notice thereof to Consultant. END OF SECTION REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 31 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT A SCHEDULE Al - SUBCONSULTANTS FIRM NAME CONSULTING FIELD J. Bonfill & Associates Land Survey NV5 Soil Borings, Geotechnical, Percolation, Phase I ESA, Environmental Screening/Cores/Testing. Jensen Hughes High Rise Rational Analysis SCHEDULE A2 - KEY PERSONNEL NAME JOB CLASSIFICATION Marcel Morlote Principal Raul Estevez Cost Estimator Aristides Garcia Sr. Project Manager/Designer Rafael Labrada Sr. Project Manager/Designer David Vazquez Project Architect Enrique Rey Project Architect Rolando Arias Lead Engineer Cesar Herran Lead Engineer Armando Rodriguez Sr. Engineer Juan Pedraza Engineering Designer Odalis Vidal Clerical Babak Sabeti Designer/CAD Professional Services for Affordable Housing Development - D3 RFQ No. 20-21-021 32 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B - COMPENSATION AND PAYMENTS ARTICLE B1 METHOD OF COMPENSATION The fees for Professional Services for each Work Order shall be determined by one of the following methods or a combination thereof, at the option of the Director or designee, with the consent of the Consultant. a) A Lump Sum as defined in Article ARTICLE B3, "Lump Sum." b) An Hourly Rate as defined in Article B3.02, "Hourly Rate Fees," and at the rates set forth pursuant to the same. B1.01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant payable by the City under this Agreement shall be limited to the amount specified in Article 2.04-1 Compensation Limits, as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise may be alleged or claimed by the Consultant, beyond the cumulative amount provided herein, except where specifically approved in accordance with the City Code by the City Manager or City Commission as applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement. B1.02 CONSULTANT NOT -TO -EXCEED Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or percentage amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the City shall have no liability or responsibility for paying any amount of such excess, which will be at the Consultant's own cost and expense. ARTICLE B2 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the averages of the certified Wage Rates that have been received and approved by the Director. The averages of said certified Wage Rates are summarized in "Schedule B1 - Wage Rates Summary" incorporated herein by reference. Said Wage Rates are the effective direct hourly rates, as approved by the City, of the Consultant and Subconsultant employees in the specified professions and job categories that are to be utilized to provide the services under this Agreement, regardless of manner of compensation. B2.02 EMPLOYEES AND JOB CLASSIFICATIONS "Schedule B1 - Wages Rates Summary" identifies the professions, job categories and/or employees expected to be used during the term of this Agreement. These include project managers, architects, engineers, professional interns, designers, CADD technicians, GIS and environmental specialists, specification writers, clerical/administrative support, and others engaged in the Work. In determining compensation for a given Scope of Work, the City reserves the right to recommend the use of the Consultant employees at particular Wage Rate levels. B2.03 MULTIPLIER For Work assigned under this Agreement, a maximum multiplier of 2.9 for home office personnel and 2.4 for field office personnel shall apply to Consultant's hourly Wage Rates in calculating compensation payable by the City. Said multiplier is intended to cover the Consultant employee benefits and the Consultant's profit and overhead, including, without limitation, office rent, local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, stenographic, administrative, and clerical support, other employee time or travel and subsistence not directly related to a project. B2.04 CALCULATION Said Wage Rates are to be utilized by the Consultant in calculating compensation payable for specific assignments and Work Orders as requested by the City. The Consultant shall identify job classifications, available staff, and projected man-hours required for the proper completion of tasks and/or groups of tasks, milestones, and deliverables identified under the Scope of Work as exemplified in "Schedule B1 - Wage Rates Summary." B2.05 EMPLOYEE BENEFITS AND OVERHEAD Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 33 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Regardless of the method of compensation elected herein, compensation paid by the City shall, via the Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g., sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance, and unemployment benefits), and an overhead factor. Failure to comply with this section shall be cause for termination of this Agreement. B2.06 ESCALATION There shall be no escalation clause as part of this Agreement. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM Compensation for a Scope of Work can be a Lump Sum and must be mutually agreed upon in writing by the City and the Consultant and stated in a Work Order. Lump Sum compensation is the preferred method of compensation. B3.01-1 Lump Sum: Shall be the total amount of compensation where all aspects of Work are clearly defined, quantified and calculated. B3.01-2 Modifications to Lump Sum: If the City authorizes a substantial or material change in the Scope of Services, the Lump Sum compensation for that portion of the Services may be equitably and proportionately adjusted by mutual consent of the Director or designee and Consultant, subject to such additional approvals as may be required by legislation or ordinance. Upon explicitly approved action by the City Commission or City Manager, as applicable, and put into effect by written amendment to this Agreement, the compensation payable by the City to the Consultant may be adjusted, decreased, or increased, upon award by the City of a hard bid construction contract amount to a responsive and responsible contractor. In any event, compensation to the Consultant for design services under this Contract shall be calculated at three percent (3%) of the resulting hard bid construction cost, with said adjustment conditions concerning an increase in the not -to -exceed amount being submitted to Commission for ratification as part of the referenced emergency concerning this Project. In the event the lowest responsive and responsible hard bid awarded exceeds the construction budget of $14,250,000.00 the consultant's compensation will be adjusted as delineated herein. In the event the City elects not to award the project, the consultant's compensation shall be calculated based on the lowest responsive and responsible hard bid received. B3.01-3 Lump Sum Calculation: Compensation shall be calculated by Consultant, utilizing the Wage Rates established herein including multiplier, and reimbursable expenses. Prior to issuing a Work Order, the City may require Consultant, to verify or justify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Attachment A, "Schedule A2 - Key Personnel." B3.02 HOURLY RATE FEES B3.02-1 Hourly Rate Fees: Hourly Rate Fees shall be those rates for Consultant and Subconsultant employees identified in Schedule B1. All hourly rate fees will include a maximum not to exceed figure, inclusive of all costs expressed in the contract documents. The City shall have no liability for any fee, cost, or expense above this figure. B3.02-2 Conditions for Use: Hourly Rate Fees shall be used only in those instances where the parties agree that it is not possible to determine, define, quantify, and/or calculate the complete nature, and/or aspects, tasks, man-hours, or milestones for a Project or portion thereof at the time of Work Order issuance. Hourly Rate Fees may be utilized for Additional Work that is similarly indeterminate. In such cases, the City will establish an Allowance in the Work Order that shall serve as a Not to Exceed Fee for the Work to be performed on an Hourly Rate Basis. B3.03 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 34 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. All reimbursable services shall be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks. B3.04 FEES FOR ADDITIVE OR DEDUCTIVE ALTERNATES The design of additive and deductive alternates contemplated as part of the original Scope for a Project as authorized by the Director will be considered as part of Basic Services. The design of additive and deductive alternates that are beyond the original Scope of Work and construction budget may be billed to the City as Additional Services. The fees for alternates will be calculated by one of the three methods outlined above, as mutually agreed by the Director and the Consultant. B3.05 FEES FOR ADDITIONAL SERVICES The Consultant may be authorized to perform additional work and/or incur in pre -authorized expenses, for which additional compensation for Additional Services and/or Reimbursable Expenses, as defined in this Agreement under Articles A3 and B3.03 respectively, may be applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets, which can be found on the City's Webpage at http://www.miamigov.com/MiamiCapital/forms.html. The webpage also provides the procedures for completing these forms. Failure to use the forms or follow the procedures will result in the rejection of the Work Order Proposal. B3.05-1 Determination of Fee The compensation for such services will be one of the methods described herein: mutually agreed upon Lump Sum or Hourly Rate with a Not to Exceed Limit. B3.05-2 Procedure and Compliance An independent and detailed Notice to Proceed (NTP), and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The NTP will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultants' Competitive Negotiation Act, and other applicable laws. B3.05-3 Fee Limitations Any authorized compensation for Additional Services, either professional fees or reimbursable expenses, shall not include additional charges for office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. For all reimbursable services and Subconsultant costs, the Consultant will apply the multiplier of one (1.0) times the amount expended by the Consultant. B3.06 PAYMENT EXCLUSIONS The Consultant shall not be compensated by the City for revisions and/or modifications to drawings and specifications, for extended construction administration, or for other work when such work is due to errors or omissions of the Consultant as determined by the City. B3.07 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the City for more than three months or terminated without any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized, performed prior to such suspension or termination, together with the cost of authorized reimbursable services and expenses then due, and all appropriate, applicable, and documented expenses resulting from such suspension or termination. If the Project is resumed after having been suspended for more than three months, the Consultant's further compensation shall be subject to renegotiations. Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 35 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ARTICLE 4 PAYMENTS TO THE CONSULTANT B4.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to services performed during each Phase of the Work. The Subconsultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form, which can be found at the end of this document. Failure to submit an invoice(s) within sixty (60) calendar days following the provision of Services contained in such invoice may be cause for a finding of default. Failure to use the City Form will result in rejection of the invoice. B4.02 FOR COMPREHENSIVE BASIC SERVICES For those Projects and Work Orders where comprehensive design services are stipulated, said payments shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. B4.03 BILLING - HOURLY RATE Invoices submitted by the Consultant shall be sufficiently detailed and accompanied by supporting documentation to allow for proper audit of expenditures. When services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to and incurred by the Subconsultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed. When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to or costs incurred by the Subconsultants engaged on the project or task. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.05 DEDUCTIONS No deductions shall be made from the Consultant's compensation on account of liquidated damages assessed against contractors or other sums withheld from payments to contractors. ARTICLE 5 REIMBURSABLE EXPENSES B5.01 GENERAL Reimbursable Expenses are those items authorized by the City outside of or in addition to the Scope of Work as identified in the Work Order (as Basic Services and/or Additional Services) and consist of actual expenditures made by the Consultant and the Consultants' employees, the Subconsultants, and the Specialty Subconsultants in the interest of the Work for the purposes identified below: B5.01-1 Transportation: Transportation shall not be considered as reimbursable expenses under this Agreement. B5.01-2 Travel and Per Diem: Travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. B5.01-3 Communication Expenses: Identifiable communication expenses approved by the Project Manager, long distance telephone, courier, and express mail between Consultant and Subconsultants. B5.01-4 Reproduction, Photography: Cost of printing, reproduction, or photography, beyond that which is required by or of the Consultant to deliver services, set forth in this Agreement. All reimbursable expenses must be accompanied by satisfactory documentation. Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 36 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 B5.01-5 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the construction Contractor. B5.01-6 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project Manager. B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS Reimbursable Subconsultant's expenses are limited to the items described above when the Subconsultant agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the Director and subject to all budgetary limitations of the City and requirements of Article B5, Reimbursable Expenses, herein. ARTICLE 6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS B5.03 GENERAL It is understood that all Consultant agreements and/or work Orders for new work will include the provision for the re -use of plans and specifications, including construction drawings, at the City's sole option, by virtue of signing this agreement they agree to a re -use in accordance with this provision without the necessity of further approvals, compensation, fees, or documents being required and without recourse for such re -use. END OF SECTION REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 37 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B - COMPENSATION SCHEDULE B1 - WAGE RATES SUMMARY JOB CLASSIFICATION NEGOTIATED HOURLY RATE ADJUSTED AVERAGE HOURLY RATE (2.9 Home Multiplier Applied) ADJUSTED AVERAGE HOURLY RATE (2.4 Field Multiplier Applied) Principal $180.00 Senior Project Manager/Designer $50.00 $145.00 $120.00 Project Architect $38.50 $111.65 $92.40 Lead Engineer $62.50 $181.25 $150.00 Senior Engineer $38.57 $111.85 $92.57 Engineering Designer $27.00 $78.30 $64.80 Designer/CAD $34.11 $98.92 $81.86 Cost Estimator $55.50 $160.95 $133.20 Clerical $27.50 $79.75 $66.00 (*) Flat rate, no multipliers applied. Professional Services for Affordable Housing Development - D3 RFQ No. 20-21-021 38 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB WOLFBALV ACORD,CERTIFICATE OF LIABILITY INSURANCE (MM/DD/YYYY):, 3/29/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER USI Insurance Services, LLC 2502 N Rocky Point Drive Suite 400 Tampa, FL 33607 CONTACT Marilyn R Lupico PHONE 813 321-7500 FAX (A/C, No, Ext): (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Phoenix Insurance Company 25623 INSURED Wolfberg-Alvarez & Partners, Inc. 75 Valencia Avenue Suite 1050 Coral Gables, FL 33134 INSURER B : Travelers Property Cas. Co. of America 25674 National CasualtyCom an INSURER C : Company 11991 INSURER D Hamilton Select Insurance Inc. 17178 Travelers Indemnity Company of CT INSURER E :p Y 25682 INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. R LTR TYPE OF INSURANCE NSR W VD POLICY NUMBER POLICY EFF (MM/DDYYY) /Y POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X X 6608216L314 Approved by Frank Gomez 10/26/2023 04/15/2024 10/26/2024 EACH OCCURRENCE $1,000,000 CLAIMS -MADE X OCCUR PREMISES (EO a RENTED $1,000,000 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE X PLIMIT APPLIES JECT PER: LOC GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OPAGG $2,000,000 $ E AUTOMOBILE X LIABILITY X SCHEDULED AUTOS NON- AUTOOWNESONLY D X X BA1 R155603 10/26/2023 10/26/2024 COMaccidBINEent) D SINGLE LIMIT (Ea $ 1� e 000 000 BODILY INJURY (Per person) $ BODILYINJURY(Peraccident) $ PROPERTY DAMAGE (Per accident) $ $ B x UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE X X CUP7310Y773 10/26/2023 10/26/2024 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 DED X RETENT ON $10,000 $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A X UB7J273173 10/27/2023 10/27/2024 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 C D Professional Liability Excess PL Liab JE00002626 EOXSHS421885 03/29/2024 03/29/2024 03/29/2025 03/29/2025 $3,000,000 per claim $3,000,000 annl aggr. $2,000,000 claim/aggr. DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Professional Liability coverage is written on a claims -made basis. Project Description: Miscellaneous Architectural Services for City Wide Capital Improvements RFQ21-22 017The general Liability, automobile liability and umbrella policies include an automatic additional insured endorsement that provides additional insured status to the City of Miami only when there is a written contract that requires such status and only with regard to work performed by the named insured including (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Avenue Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) 1 of 2 #S44255146/M44204287 © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SKUZP Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB DESCRIPTIONS (Continued from Page 1) completed and ongoing operations on per project basis, coverage is primary and non contributory. Waiver of subrogation in favor of the additional insured applies to all policies listed above as required by written contract. Thirty (30) days prior written notice of cancellation except 10 days for non payment of premium will be given on all policies listed above. Retro date of the professional policy is 01/01/1976. SAGITTA 25.3 (2016/03) 2 of 2 #S44255146/M44204287 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB From: Gomez Jr., Francisco (Frank) To: Caseres, Luis; Quevedo, Terry; Aviles. Yesenia Subject: RE: COI-Wolfberg-Alvarez & Partners Inc - Exp 03/29/2024 Date: Monday, April 15, 2024 10:49:49 AM Attachments: imaoe003.onq image005.pnq Good morning Luis, The COI is adequate. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management (305) 416-1740 Office (3o5) 416-1760 Fax fgomez@miamigoy.com "Serving, Enhancing, and Transforming our Community" From: Caseres, Luis <Lcaseres@miamigov.com> Sent: Monday, April 15, 2024 10:36 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Quevedo, Terry <TQuevedo@miamigov.com>; Aviles, Yesenia <YAviles@miamigov.com> Subject: FW: COI-Wolfberg-Alvarez & Partners Inc - Exp 03/29/2024 Good morning, Please review and approve. Best regards, Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB V/GV/G”, J.V 1 r1Y1 Detail by Entity Name DIVISION OF CORPORATIONS yliaji: Jl. .*/4/,7.org 0 p;} Arrrr�, r � an official Strut of Florida svek.ite Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Profit Corporation WOLFBERG/ALVAREZ AND PARTNERS, INC. Filing Information Document Number J47617 FEI/EIN Number 59-1713092 Date Filed 12/17/1986 State FL Status ACTIVE Last Event AMENDMENT Event Date Filed 08/27/2019 Event Effective Date NONE Principal Address 75 Valencia Avenue Suite 1050 Coral Gables, FL 33134 Changed: 06/01/2023 Mailing Address 75 Valencia Avenue SUITE 1050 Coral Gables, FL 33134 Changed: 06/01/2023 Registered Agent Name & Address Labrada, Rafael 75 Valencia Avenue SUITE 1050 CORAL GABLES, FL 33134 Name Changed: 06/01/2023 Address Changed: 06/01/2023 Officer/Director Detail Name & Address Title P https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=WOLFBE... 1/3 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB V/GV/G”, J.V 1 r1Y1 Detail by Entity Name MORLOTE, MARCEL R 75 VALENCIAAVENUE SUITE 1050 CORAL GABLES, FL 33134 Title Director LABRADA, RAFAEL 75 VALENCIAAVENUE SUITE 1050 CORAL GABLES, FL 33134 Title S Labrada, Rafael 75 Valencia Avenue Suite 1050 Coral Gables, FL 33134 Title Director Vazquez , David 75 VALENCIAAVENUE SUITE 1050 CORAL GABLES, FL 33134 Annual Reports Report Year Filed Date 2023 01/23/2023 2023 06/01/2023 2024 02/05/2024 Document Imams 02/05/2024 --ANNUAL REPORT 09/26/2023 --AMENDED ANNUAL REPORT 06/01/2023 --AMENDED ANNUAL REPORT 01/23/2023 --ANNUAL REPORT 03/14/2022 --ANNUAL REPORT 01/13/2021 --ANNUAL REPORT 03/04/2020 --ANNUAL REPORT 08/27/2019 -- Amendment 03/28/2019 --ANNUAL REPORT 02/01/2018 --ANNUAL REPORT 12/04/2017 -- Amendment 12/01 /2017 -- Amendment 11/15/2017 -- Amendment 06/05/2017 --AMENDED ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=WOLFBE... 2/3 Docusign Envelope ID: A706D5A9-D1 E5-421 E-94A1-81 E1 E19A8EBB V/GV/G”, J.V 1 r1Y1 Detail by Entity Name 01/18/2017 --ANNUAL REPORT 01/26/2016 --ANNUAL REPORT 01/16/2015 --ANNUAL REPORT 03/20/2014 --ANNUAL REPORT 02/25/2013 --ANNUAL REPORT 02/15/2012 --ANNUAL REPORT 02/08/2011 --ANNUAL REPORT 02/11/2010 --ANNUAL REPORT 03/17/2009 --ANNUAL REPORT 04/14/2008 --ANNUAL REPORT 02/19/2007 --ANNUAL REPORT 03/16/2006 --ANNUAL REPORT 04/18/2005 --ANNUAL REPORT 04/28/2004 --ANNUAL REPORT 05/01/2003 --ANNUAL REPORT 04/15/2002 --ANNUAL REPORT 05/15/2001 --ANNUAL REPORT 04/05/2000 --ANNUAL REPORT 04/23/1999 --ANNUAL REPORT 04/20/1998 --ANNUAL REPORT 03/04/1997 --ANNUAL REPORT 02/14/1996 --ANNUAL REPORT 03/02/1995 --ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=WOLFBE... 3/3 Olivera, Rosemary From: Sent: To: Cc: Subject: Attachments: Caseres, Luis Monday, July 29, 2024 4:03 PM Hansen, Anthony; Ponassi Boutureira, Fernando; Perez, Annie; Badia, Hector; Darrington, Mario; Mora, Jorge; McGinnis, Lai -Wan Cambridge, Susan; Velez, Pablo; Hannon, Todd; Olivera, Rosemary; Reinike- Heinemann, Evelyn Document Distribution -Amendment No 2 to RFQ 20-21-021 - Wolfgang/Alvarez and Partners, Inc. Amendment_No_2_to_RFQ_20-21-021_Prof Svcs for Affordable Housing -Executed 07-29-2024.pdf Good afternoon All: Lai -Wan: Attached for your records is a scanned copy of the document described below, which was duly executed by all appropriate parties. Thank you. Reinike You may now close this Matter ID 24-1298 Todd Please find attached the fully executed copy of agreement that is to be considered an original agreement for your records. Document Type: First Party: Second Party: Program/Purpose: Effective Date: Best regards, Amendment No 2 City of Miami Wolfgang/Alvarez and Partners, Inc. Professional Services for Affordable Housing D3 07/29/2024 i Lu,i - Cc e re - Construction Procurement Assistant City of Miami Department of Procurement 444 SW 2nd Avenue, 6th Floor, Miami, FL 33130 (305) 416-1923 g (305) 400-5335 ®Lcaseres©miamigov.com 0 "Serving, Enhancing, and Transforming our Community" CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. 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