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Home My WebLink About24663AGREEMENT INFORMATION AGREEMENT NUMBER 24663 NAME/TYPE OF AGREEMENT WOLFBERG/ALVAREZ & PARTNERS, INC. DESCRIPTION AMENDMENT NO.1 TO PROFESSIONAL SERVICES AGREEMENT/AFFORDABLE HOUSING DEVELOPMENT - D3/FI L E ID: 9371/R-21-0320/MATTER ID: 23-2425 EFFECTIVE DATE November 28, 2023 ATTESTED BY TODD B. HANNON ATTESTED DATE 11/28/2023 DATE RECEIVED FROM ISSUING DEPT. 11/28/2023 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Fernando Ponassi/Luis Caseres EXT. 1895 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Wolfberg Alvarez & Partners . IS THIS AGREEMENT AS A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $641,164.40 FUNDING INVOLVED? ❑■ YES ❑ NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT ❑ YES ■❑ NO ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY) Amendment No 1 to Professional Design Services RFQ 20-21-021 PURPOSE OF ITEM (BRIEF SUMMARY) City of Miami - Affordable Housing Development, 1251 SW 7th St. 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 Manager's authority due to a declared emergency ROUTING INFORMATION Date Signature/Print �4P pwCeo L BXREPfRtTMENTAL�IRECTOR eviewe y O o procee7 September 20, ie P e 2/699 1 iS3:737:41) r DocuSigned by: T. °^4.'/ SUBMITTED TO RISK MANAGEMENT September 20, qq�� M 2023� I aq: Oa —8'9�IIEBT3 468... tDTusigned by: SUBMITTED TO CITY ATTORNEY Matter ID# 23-2425P�9�22/23) el ez on behal f of September 22,gt�r�a �M1�Zi4-E �27395C6318214E7... uSi9ned� MM ri ul g ��: : 38 Boa€��a=�1A57... EST APPROVAL BY BUDGET OFFICE Funding is available in 40-6213421. LEM November 21, 2d APPROVAL BY ASSISTANT CITY MANAGER November 27, 20Z�r I Sri D�::23 —��e�si�r3e��r�s495... EST APPROVAL BY DEPUTY CITY MANAGER November 27, 602B97E54D4... Nzeribe Ihek auSigned by: 2023 1 10:01:0 ESTr � ,,I,,,,Fg44,b4FE4g4b ... RECEIVED BY CITY MANAGER November 27, 2 I t1ir r � —ocuSigned by: E�,TD (w nriLla —856cF6ti/IOD42/ ... SUBMITTED TO AND ATTESTED BY CITY CLERK November 28, Todd Hannon 2023 1 09:20:19 —DocuSigned by: ES�� C Cif 1) ONE ORIGINAL TO CITY CLERK 2) ONE COPY TO CITY ATTORNEY'S OFFICE 3) REMAINING ORIGINAL(S) TO ORIGINATING DEPARTMENT `— E 46 D 7560 D C F 1459... PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER PR 23189 DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 PROFESSIONAL SERVICES AGREEMENT OR AMENDMENT OVERVIEW PSA TITLE: RFQ No. 20-21-021, Professional Services Agreement for Affordable Housing - D3, between the City of Miami and Wolfberg Alvarez and Partners, Inc. (WA) 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer — Authority level of $ 500,000.00 ❑ City Manager — Authority level of $ ❑x City Commission — RESOLUTION No. 21-0320 2. PROCUREMENT METHOD: ❑ RFP/Q ❑ ITB ❑ SOLE SOURCE ❑ PIGGY -BACK ❑ PROFESSIONAL SERVICES UNDER $25,000 ® OTHER (Please explain): Emergency Declaration by the City Commission IF THIS IS AN AMENDMENT, WHAT IS THE NUMBER OF THE AMENDMENT AND WHAT DOES THIS AMENDMENT DO (INCREASE CAPACITY, CHANGE IN TERMS, ETC) BE SPECIFIC. Amendment No. 1 - WA 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 consultants retained directly by WA. 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 75,000nsf and equates to a project with an approximate construction cost of $14,250,000.00 (exclusive of any off -site improvements that may be required) based on an average construction cost of $190.00/sf, inclusive of the parking garage. 3. WAS THE AMENDMENT APPROVED BY THE CITY COMMISSION? ® YES ❑ NO IF YES, WHAT IS THE RESOLUTION NUMBER? R-21-0320 4. WHAT IS THE SCOPE OF SERVICES? N/A 5. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? Department of Real Estate & Asset Management 6. IS THE AWARDEE THE INCUMBENT? N/A DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 7. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? Higher, however more services are provided in this contract. 8. WHEN DOES THE CURRENT CONTRACT EXPIRE? N/A 9. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? N/A 10.WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? Valid public emergency certified by the agency head, pursuant to F.S. Section 287.055 DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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) Wolfberg/Alvarez and Partners, Inc., a Florida profit corporation Marcel R. Morlote, President Print Name and Title of Authorized Officer/Manager (Corporate Seal) ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida lDocuSigned by: 4 5 trerla ... Tod . annon, City Clerk APPROVED AS TO INSURA REQUIREMENTS: �F 7rcuSigned by: atAk kGowktiij 335CG31-8-2114C7... Ann Marie -Sharpe, Director Risk Management Department b DocuSigned by: avguAr Novitir, Oe DrleA... Art ur o�742ga V, City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: DocuSigned by: `—F1 EP OAP6PEQ457... Victoria Mendez, City Attorney (Matter 23-2425 r— DS ) �v DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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. 20 23 . Secretary:, Print: IN WITNESS i REOF, I have hereunto set my hand this20th day of September /ki 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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 23 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. (A 14 ad/ SIGNATURE OF NOTARY PUBLIC STATE OF FLORIDA =o1n6`o Odalis Vidal 14. pF FAO ODALIS VIDAL Commission # HH 038599 Expires October 16, 2024 Bonded Thni Budget Notary Services PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 Amendment No. 1 to the Professional Services Agreement with Wolfberg/Alvarez and Partners, Inc. for Affordable Housing Development - D3 EXHIBIT "A" CONSULTANT WORK ORDER PROPOSAL DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 TAY WOLFBERG ALVAREZ & PARTNERS '5 VALENCIAAVE., SUITE 1050, CORAL GABLES, FL 33134 PH. 305-666-5474 CONSULTANT WORK ORDER PROPOSAL Date: May 4, 2021 Revised June 9, 2021 Revised July 21, 2023 Revised July 24, 2023 Revised September 13, 2023 Dear: Mr. Andrew Frey, Director Department of Real Estate & Asset Management City of Miami 444 SW 2nd Avenue, 3rd Floor Miami, Florida 33130 (afrey©miamigov.com) cc: City of Miami City Clerk's Office (Clerks©miamigov.com) Re: City of Miami Affordable Housing Development 1251 S.W. 7th Street, Miami, Florida Subj: Proposal for Professional Design Services Wolfberg Alvarez & Partners (WA) proposes to provide the professional design services included herein to the City of Miami for the project entitled "Affordable Housing Development — 1251 SW 7 Street". This revised proposal reflects negotiations that took place on May 26, 2021 with Mr. Oscar Rodriguez representing the City. I. GENERAL / PROJECT DESCRIPTION The project consists of the development of a multi -level, approximately 10 to 12 stories, Affordable Housing residential building and associated structured parking, which will be offered by the City of Miami for home ownership to citizens of the City. The parking garage, is to accommodate a one parking space per residential unit plus the 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 30% studios with an area of approximately 480sf, 50% one-bedroom/one bath units with an area of 600sf and 20% two-bedrooms/one bath units with an area of 800sf. 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 25,000 S.F. 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 aspect of the design are anticipated to require Waivers as part of the project's entitlement process. CIP Form 116 sable Housc Street.2021\Project Management\ Proposals \2023-09-13 Proposal - City of Miami (7th Street Project).docx VVOLFBERGALVAREZ.COM ARCHITECTURE ENGINEERING PLANNING INTERIOR DESIGN' Revised 10/19/12 DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 Consultant Work Order Proposal City of Miami Affordable Housing Development - 1251 S.W. 7th Street Revised September 13, 2023 Page 2 of 10 II. SCOPE OF SERVICES WA 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 consultants retained directly by WA. 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 75,000nsf and equates to a project with an approximate construction cost of $14,250,000.00 (exclusive of any off -site improvements that may be required) based on an average construction cost of $190.00/sf, 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: WA shall assist City staff in their preparation of the application for the change in zoning, the preparation 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, WA 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, WA shall assist City staff in their preparation of the Application for issuance of the Warrant and/or Waivers as may be required. • WA shall prepare/submit Conceptual Design drawings to P&Z to validate the entitlement process. Upon a general acceptance of the proposed project, WA 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, WA 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. CIP Form 116 sable Housc Street.2021\Project Management\ Proposals \2023-09-13 Proposal - City of Miami (7th Street Project).docx WOLFBERGALVAREZ.COM ARCHITECTURE ENGINEERING PLANNING INTERIOR DESIGN Revised 10/19/12 DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 Consultant Work Order Proposal City of Miami Affordable Housing Development - 1251 S.W. 7th Street Revised September 13, 2023 Page 3 of 10 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 sign -offs 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. CIP Form 116 sable Housc 1 Street.2021\Project Management\ Proposals \2023-09-13 Proposal - City of Miami (7th Street Project).docx VVOLFBERGALVAREZ.COM ARCHITECTURE ENGINEERING PLANNING INTERIOR DESIGN Revised 10/19/12 DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 Consultant Work Order Proposal City of Miami Affordable Housing Development - 1251 S.W. 7th Street Revised September 13, 2023 Page 4 of 10 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. TASK 8 — Additional Services: LEED Certification • WA shall retain the consulting services of RunBrook, to assist the City in securing LEED certification for the project, as outlined in the consultant's proposal dated February 6, 2023 (included herein). Note that RunBrook's proposal is inclusive of the LEED registration fee. • In collaboration with Runbrook, WA shall provide the following services: Workshops, design credit coordination and review of options, energy modeling, documentation, and construction services participation through LEED building commissioning services. Throughout the design phase process, WA will work with RunBrook to attain the desired goal. • Construction Cost Estimating to Support LEED Design: WA's Design Team shall prepare for RunBrook preliminary cost estimates for the various options and or scenarios being offered to determine which options are the most cost effective to achieve the desired points required for LEED certification. TASK 9 — Additional Services: Art in Public Places • WA shall assist the Owner and City (Planning Department -Public Art Division) in their process to seek professional artists and/or artist teams to create integrated artwork(s) for the Project. This includes: - Preparation of project narrative - Preparation of exhibits and narratives of possible options for the incorporation of arts. - Review of artists proposed artwork. - Attendance at artists selection interviews - Assistance in recommendation of selected artist(s) CIP Form 116 sable Housc Street.2021\Project Management\ Proposals \2023-09-13 Proposal - City of Miami (7th Street Project).docx WOLFBERGALVAREZ.COM ARCHITECTURE ENGINEERING PLANNING INTERIOR DESIGN Revised 10/19/12 DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 Consultant Work Order Proposal City of Miami Affordable Housing Development - 1251 S.W. 7th Street Revised September 13, 2023 Page 5 of 10 QUALIFICATIONS: The following qualifications have been taken into consideration in preparing this proposal: • Interior F.F.&E. for common areas and amenities is 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 shall be provided as an additional service, as described as part of this proposal. • The Owner is responsible for paying the third -party Rating System Registration and Certification fees prior to both registering and thereafter certifying the Project. Upon receipt of such payments, RunBrook will register the Project pursuant to the Rating System, complete the registration information related to the Project, and submit payment to the Rating System. RunBrook will provide proof of payment at each of the two phases. • Other upfront fees to be paid by Owner at NTP include those for the Workshop, and the Coordination & Design Credit Verification Phase. • 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 not included. • Waterproofing consultant is excluded. • ADA Consultant is excluded. ADA analysis by WA 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 not included. • Traffic analysis is excluded. • Threshold Inspection Services are excluded. • Low voltage design is not included. III. SUB -CONSULTANTS The below listed Sub -Consultants will assist in the performance of the Work. Sub -Consultant Name Specialty or Expertise J. Bonfill & Associates Land Survey NV5 Geotechnical, Soil Borings, Percolation, Phase I ESA, Environmental Screening/Cores/Testing. Jensen Hughes High Rise Rational Analysis RunBrook Green Building & Energy Testing CIP Form 116 sable Housc 1 Street.2021\Project Management\ Proposals \2023-09-13 Proposal - City of Miami (7th Street Project).docx 4NOLFBERGALVAREZ.COM ARCHITECTURE ENGINEERING PLANNING INTERIOR DESIGN Revised 10/19/12 DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 Consultant Work Order Proposal City of Miami Affordable Housing Development - 1251 S.W. 7th Street Revised September 13, 2023 Page 6 of 10 IV. SCHEDULE OF WORK — TIME OF PERFORMANCE Consultant shall submit the Deliverables and perform the Work as depicted in the tables below. Time associated with City reviews, permitting, bidding and construction are estimates. SCHEDULE OF DELIVERABLES Task, Sub -task, or Activity ID # Major Task, Sub -Task, Activity,or Deliverable Duration (specify weeks or calendar days) Delivery Date* (cumulative weeks, or calendar days) Task 1 Re -Zoning Process 16 to 24 weeks *NTP(1) + 24weeks (may or may not run concurrently with other phases) Task 2 Entitlement Process (Concept / Schematic Design / Warrant & Waivers) * Concept development, submittal & Pre- application meeting 1 week *NTP(2) + 1 week * Development of Schematic drawings / Warrant Submission. Issuance to City / CRC. 6 weeks NTP + 7 weeks * City / CRC review and issuance of comments. 2 weeks (estimate) NTP + 9 weeks * Incorporate City Comments & issue final Warrant submittal. 2 weeks NTP + 11 weeks * Warrant approval process (by City) 6 weeks (estimate) NTP + 17 weeks Task 3 Design Development 6 weeks NTP + 23 weeks Task 4 Construction Documents 12 weeks NTP + 35 weeks Task 5 Permitting 12 weeks (estimate) NTP + 47 weeks Task 6 Bidding, Negotiations, Award (including City Commission) 12 weeks (estimate) NTP + 59 weeks Task 7 Contract Administration 64 weeks (estimate) NTP + 123 weeks Task 8A LEED Certification (Running concurrently with basic services phases) * Project Registration 2 weeks (estimate) * Design Phase Services (Running concurrently with basic services phases) During 18 week DD/CD services period. * Construction Phase Services (Running concurrently with basic services phases) During 64 week construction services period. * LEED Building Commissioning Services 20 weeks After construction phase is completed CIP Form 116 sable Housc 1 Street.2021\Project Management\ Proposals \2023-09-13 Proposal - City of Miami (7th Street Project).docx VIOLFBERGALVAREZ.COM ARCHITECTURE ENGINEERING PLANNING INTERIOR DESIGN' Revised 10/19/12 DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 Consultant Work Order Proposal City of Miami Affordable Housing Development - 1251 S.W. 7th Street Revised September 13, 2023 Page 7 of 10 SCHEDULE OF DELIVERABLES Task, Sub -task, or Activity ID # Major Task, Sub -Task, Activit y° or Deliverable Duration (specify weeks or calendar days) Delivery Date* (cumulative weeks, or calendar days) * Certification Close -Out 4 weeks 24W, after construction phase is completed Task 8B CONSTRUCTION COSTS ESTIMATING TO SUPPORT LEED DESIGN (Running concurrently with basic services phases) During 18 week DD/CD services period. Task 9 AIPP Duration as determined by the Planning Department **Note: At City's discretion, NTPs for Task 1 and Task 2 may or may not run concurrently. CIP Form 116 sable Housc 1 Street.2021\Project Management\ Proposals \2023-09-13 Proposal - City of Miami (7th Street Project).docx VIOLFBERGALVAREZ.COM ARCHITECTURE ENGINEERING PLANNING INTERIOR DESIGN Revised 10/19/12 DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 Consultant Work Order Proposal City of Miami Affordable Housing Development - 1251 S.W. 7th Street Revised September 13, 2023 Page 8 of 10 VI. COMPENSATION WA shall perform the work detailed in this proposal for the stipulated fees as delineated in each task herein. Said fee shall be paid on a monthly basis based on the percentages of the work completed to date. Services are inclusive of: architecture, civil, landscaping, structural, HVAC, plumbing, fire protection and electrical engineering. As established by the City during negotiations, compensation for the design services included herein shall be calculated at 3% of the total construction cost. Compensation shall be adjusted, decreased or increased, upon the awarded hard bid construction contract amount to the responsible contractor. For the purposes of establishing a compensation schedule, the fee has been established as follows: • 75,000sf of sellable area X $190.00/sf of average construction costs (inclusive of garage) = $ 14,250,000.00 Total on -site construction cost, @ 3% Compensation = $ 427,500.00 The Consultant shall perform the Work detailed in this Proposal for a Total Lump Sum fee of $ 641,164.40. The City shall not be liable for any fee, cost, expense or reimbursable expense or other compensation beyond this amount. Said fee includes an allowance for Reimbursable Expenses required in connection with the Work, which shall not exceed $15,000.00 (includes LEED certification registration fees). Said Reimbursable Expenses shall be used in accordance with the Agreement Provisions and shall conform to the limitations of Florida Statutes § 112.061. SUMMARY OF COMPENSATION Task, Sub - task, or Activity ID # Major Task Name and/or Activity Description Fee Amount Fee Basis Task 1 Re -Zoning Process $ 10,000.00 Lump Sum Task 2 Entitlement Process (Concept / Schematic Design / Warrant & Waivers) $ 64,125.00 Lump Sum Task 3 Design Development $ 74,800.00 Lump Sum Task 4 Construction Documents $ 192,375.00 Lump Sum Task 5 Permitting $ 10,500.00 Lump Sum Task 6 Bidding, Negotiations, Award $ 10,500.00 Lump Sum Task 7 Contract Administration $ 65,200.00 Lump Sum Subtotal 1— Professional Fees $ 427,500.00 Lump Sum Additional Services by WA Task 8A LEED Certification $ 18,223.02 Lump Sum Task 8B Cost Estimating Support - LEED $ 15,156.56 Lump Sum Task 9 AIPP $ 3,960.82 Lump Sum Subtotal 2— Professional Fees $ 37,340.40 Lump Sum CIP Form 116 sable Housc Street.2021\Project Management\ Proposals \2023-09-13 Proposal - City of Miami (7th Street Project).docx VVOLFBERGALVAREZ.COM ARCHITECTURE ENGINEERING PLANNING INTERIOR DESIGN' Revised 10/19/12 DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 Consultant Work Order Proposal City of Miami Affordable Housing Development - 1251 S.W. 7th Street Revised September 13, 2023 Page 9 of 10 SUMMARY OF COMPENSATION Task, Sub - task, or Activity ID # Major Task Name and/or Activity Description Fee Amount Fee Basis Additional Services by Sub -Consultants LEED Certification Process (RunBrook) $ 75,000.00 Lump Sum Geotechnical Services (NV5) (Percolation, Environmental Screening/ Cores/ Testing, Phase I ESA) $ 8,500.00 Lump Sum Survey (J. Bonfill & Associates) $ 3,900.00 Lump Sum Rational Analysis (Jensen Hughes) $ 17,000.00 Lump Sum Subtotal 3 — Professional Fees $ 104,400.00 Lump Sum Other Services - Allowances Allowance for Reimbursable Expenses (includes LEED Certification Registration Fees) $ 15,000.00 Allowance Owner's Contingency Allowance $ 56,924.00 1o% ofST-1 +ST-2 +ST-3 Subtotal 4 — Allowances $ 71,924.00 Allowances TOTAL $ 641,164.40 Estimated Fee VI. ADDITIONAL SERVICES The City may establish an allowance for additional services requested by the City and for unforeseen circumstances, which shall be utilized at the sole discretion of the City. The following services are not included in our basic services: • Scope beyond described herein. VII. PROJECT MANAGER CONSULTANT'S Project Manager for this Work Order assignment will be Aris Garcia, R.A. Submitted by: Marcel Morlote, R.A., President Reviewed and approval in concept recommended by: DoouSigned by: AAetreW Frey Department of Basra e & Asset Management CIP Form 116 sable Housc 1 Street.2021\Project Management\ Proposals \2023-09-13 Proposal - City of Miami (7th Street Project).docx VVOLFBERGALVAREZ.COM ARCHITECTURE ENGINEERING PLANNING INTERIOR DESIGN Revised 10/19/12 DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 Consultant Work Order Proposal City of Miami Affordable Housing Development - 1251 S.W. 7th Street Revised September 13, 2023 Page 10 of 10 Attachments: • J. Bonfill Proposal • NV5 Fee Proposal Email • Jensen Hughes Proposal • RunBrook Proposal CIP Form 116 sable Housc 1 Street.2021\Project Management\ Proposals \2023-09-13 Proposal - City of Miami (7th Street Project).docx VVOLFBERGALVAREZ.COM ARCHITECTURE ENGINEERING PLANNING INTERIOR DESIGN Revised 10/19/12 DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 J. BONFILL & ASSOCIATES Architects Land Surveyors & Mappers Civil Engineers April 27, 2021 Wolfberg Alvarez & Partners 75 Valencia Avenue Suite 1050 Coral Gables, FL 33134 Attn. David Vazquez In reference to: 1251 SW 7th Street, 1261 SW 7th Street, 1267 SW 7th Street and 643 SW 13 Avenue Miami Florida. Folios 01-4102-011-0370,0361,0360, and 0340. Dear Mr. Vazquez: 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: ALTA /NSPS Land Title and Topographic Survey. Items of standard detail requirements effective February 23, 2021 Table A, Items 1-5, 6 a, b, 7a (1) 8, 9, and 13. 1. Provide property line of all lots as per sketch (4 folios). Vacant land. 2. Spot elevations at 50 feet grid. 3. Complete ROW information of SW 7th Street. 4. All above ground visible utilities, including Rim and Invert Elevations of catch basins and manholes. 5. 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. Time of Completion: JBA estimates 12-15 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. 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. Elevation information to be specified by client prior to commencing the field work. 6. Client must provide Title Commitment Schedule B Part II and documents. Table A, Item 6(a, b): zoning report or letter provided to the surveyor by client list the current zoning classification, setback requirements, the height and floor space area restrictions, and parking requirements. Identify the date and source of the report/letter, if not provided, will not be included in the surveyor's certificate 7. JBA will only provide one title commitment revision. Additional items or changes in the commitment will be addressed separately at $175.00 per Hour. (if applicable) Fees: $3,900.00 7100 SW 99th Avenue • Suite 104 • Miami, Florida 33173 • T 305.598.8383 • F 305.598.0023 AAC002050 • LB3398 • CA31428 • www.jbonfill.com DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 J. BONFILL & ASSOCIATES Architects Land Surveyors & Mappers Civil Engineers 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 • F 305.598.0023 AAC002050 • LB3398 • CA31428 • www.jbonfill.com DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 Aris Garcia From: Aris Garcia Sent: Wednesday, April 28, 2021 3:27 PM To: 'Garfield.Wray@nv5.com' Cc: Marcel Morlote; David Vazquez Subject: COM - NV5 Fee Proposals for Three City of Miami Sites Thank you Mr. Wray. Aris Garcia, R.A. Vice President WOLFBERG ALVAREZ & PARTNERS ARCHITECTURE I ENGINEERING I PLANNING I INTERIORS I SUSTAINABILITY 75 Valencia Ave. Suite 1050 I Coral Gables, FL 33134 TAV V 305.666.5474, ext. 255 I D 305.663.3760 F 305.666.4994 I W wolfbergalvarez.com NV5 Fee Proposals (Geotechnical, Percolation, Environmental Screening & Phase I ESA) From: Garfield Wray [mailto:Garfield.Wray@nv5.com] Sent: Tuesday, April 27, 2021 2:37 PM To: Marcel Morlote <mmorlote@wolfbergalvarez.com> Cc: David Vazquez <dvazquez@wolfbergalvarez.com> Subject: Three City of Miami Sites Hi Marcel — please see below the summary table of our fees for the 3 sites. You can consider these firm prices. Thanks Site/Address Geotechnical / Percolation Environmental Screening Phase I ESA Total Fees 1251 SW 7th St 3 borings @ 40 + 2 percs = $4900 3 samples @ 500 = $1500 $2100 $8,500.00 1380 NW 6th St (LOT 1) 4 borings @ 35 + 2 percs = $5500 4 samples @ 500 = $2000 $2100 $9,600.00 1350 NW 4th St (LOT 3) 4 borings @ 35 + 2 percs = $5500 4 samples @ 500 = $2000 $2100 $9,600.00 Garfield Wray, P.E., D.GE. I Vice President I NV5 14486 Commerce Way I Miami Lakes, Florida 33016 I P: 305.666.3563 x223 I D: 305.901.1891 I F: 305.666.3069 1 DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 JENSEN HUGHES Advancing the Science of Safety June 8, 2021 Via email: mmorlote@wolfbergalvarez.com Marcel Morlote, R.A. President Wolfberg Alvarez & Partners 75 Valencia Ave, Suite 1050 Coral Gables, Florida 33134 RE: Proposal for Fire Protection Engineering Services Smoke Control System Rational Analysis Subsidized Residential High -Rise Building Project, Miami, FL Dear Mr. Macel: As a follow up to our involvement with the project, the following for your consideration is a scope of work that has been developed based on our discussion of the project and on previous experience with projects of this nature which has necessitated the level of effort described. The project will consist of primarily a residential occupancy use building with above ground parking levels. There are 12 stories being planned with one elevator hoistway enclosure and two exit stairs to serving the building. Smoke Control System Rational Analysis The proposed building configuration will be arranged such that pressurization of the two exit stairs will be needed to comply with smokeproof enclosure provisions as a means of smoke control. The elevator arrangement is expected to be provided with enclosed lobbies. The effort for the analysis being proposed will not consider pressurization as a means of compliance the elevator hoistway. The analysis will only consider the pressurization of the stairs. A smoke control rational analysis report as required by the building code for the building with a description of the smoke control concepts will be provided. One report deliverable is anticipated to be provided for the residential building. The report will include smoke control system design criteria for the stairwell pressurization system. The associated pressure differentials, pressurization and fan capacity requirements, general sequence of operations, and smoke control testing criteria for the smoke control system in the building will also be provided for coordination with the mechanical engineer. This report will also include preparation of a building pressure model 2332 Galiano Street, Floor 2 Coral Gables, FL 33134 USA 0:+1 305-401-3261 jensenhughes.com DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 ( Subsidized Residential High -Rise Building Project, Miami FL ) using the CONTAM® software developed by NIST to evaluate the system operation in the presence of wind and various weather conditions. e C Special inspection services mandated by the 2017 Building Code is also proposed so as to evaluate the installed smoke control system for compliance with the required rational analysis and engineered smoke control system design documents of the project. The scope of this effort is as follows: Document Review: Review smoke control system installation submittal packages from the (mechanical drawings, fire alarm drawings, automatic sprinkler drawings, equipment submittal sheets, and control diagrams). This information will be reviewed to identify conflicts and/or deficiencies with the criteria set forth in the rational analysis and engineering design documents associated with the smoke control system. Site Observation Visits: Schedule and perform three (3) site visits to review the smoke control equipment and smoke zone separations. These observations will be in addition to the inspections performed by the Authorities Having Jurisdiction and the installation contractors, and are not to be construed as replacement of such other necessary inspections, pretests, and acceptance tests. A site observation report indicating the conditions noted, and deficiencies requiring repair or replacement. Items to be observed include to the following: • Passive smoke zone separations (i.e. doors, walls, floor/ceiling assemblies); • Installation of any ductwork used for the smoke control system. • Installation of fire alarm system (limited to initiation devices for smoke control). • Installation and location of smoke control equipment (i.e. dampers, fans, firefighter's smoke control panel). • Installation of sprinkler system zoning and water flow switch locations. Duct leakage test: Witness pressure leakage test for ductwork used for the smoke control system at the jobsite. Two (2) visits to the site are included for this effort. Coordination Meetings: • Attend one (1) construction coordination meeting at the jobsite to review testing requirements with the installing contractor. Testing: Witness acceptance testing of the mechanical smoke control system. Schedule and perform two (2) site visits for this effort. The General Contractor is expected to provide personnel to operate all systems, communication equipment for all personnel, measurement equipment, and any construction modifications for testing equipment. Testing will include the following: • Operation of the firefighter's smoke control panel. • Witness and coordination of smoke control sequence of operation testing. • Witness of fan functions including airflow and pressure differential measurements. • Witness and coordination of smoke control operation on emergency power. Building and Fire Department Testing: Participate with the Building and Fire Departments for final acceptance testing. Page 2 of 11 June 8, 2021 Rev 0 jensenhughes.cont DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 ( Subsidized Residential High -Rise Building Project, Miami FL ) Documentation: Provide a report on acceptance testing performance. This will include a brief narrative description of overall system performance and test reports. Document Deliverables 1. Design Phase A. One smoke control rational analysis as required by the building code will be provided. 2. Construction Administration Phase A. Smoke Control System Special Inspections 1. Reports as required to summarize submittal reviews, document field observations and witnessing of testing. 2. One final report document as required by the 2017 Building Code for the special inspection process, confirming the acceptance testing. B. Eight site visits in total as described in the special inspections portions of the scope will be provided. Exclusion: 1. For the new building construction, the intent of the code consulting effort described is to develop a design approach that is in compliance with the prescriptive provisions of the applicable codes. Should the design develop such that this prescriptive based approach cannot be achieved, then a performance based approach to code compliance can be evaluated. Preparation however of an alternate method of compliance approach and development of a performance based design criteria is not considered part of this scope of work but may be provided as an additional service. 2. Advanced fire modeling utilizing software such as Fire Dynamics Simulator (FDS) is not considered as part of this scope of work. 3. Atrium type spaces were not indicated as part of our discussions. As such, these spaces are not considered to be part of the building design. Smoke control system design or a rational analysis as mandated by the building code for these types of spaces is therefore excluded from this effort. 4. Witnessing of smoke control system pre -testing by the General Contractor is not included in the scope of services and expected to occur prior to special Inspection testing. 5. Additional site visits and tests that are the result of the installation contractors' or construction contractors' failure to demonstrate proper smoke control system performance, or as a result of Building and Fire Department requests, or as a result of expanded scope is not considered as part of this scope of work. Compensation The proposed scope of design services will be provided for a fee itemized as follows: Task Total Smoke Control System Rational Analysis $17,500 Smoke Control System Special Inspection Services $21,500 Page 3 of 11 June 8, 2021 Rev 0 jensenhughes.cont DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 ( Subsidized Residential High -Rise Building Project, Miami FL ) The smoke control rational analysis and the special inspections are proposed as fixed fees. It should be noted that general consultation is intended to be captured as specified in the scope of work for each of the tasks included in the proposal. Specific consultation on an as -needed basis for efforts that extend beyond the expectation of the effort described in the scope of work for developing the drawing documents is considered outside the scope of services but may be provided as an additional service on a time and materials basis. All professional services will be performed in accordance with the standard of care customarily observed by professional consulting firms performing similar services at the same time and location. The standard of care will include adherence to all applicable published standards of the profession and laws, regulations, by-laws, building codes and governmental rules. We are very excited about the possibility of working with you and the rest of the team members on this project. Thank you again for the consideration. Please feel free to contact me directly with any further questions or comments that you may have. Sincerely, Ji(an'Carlos Hernandez Senior Fire Protection Engineer Attachments: Exhibit A - Billing Contact Information, Terms and Conditions Page 4 of 11 June 8, 2021 Rev 0 jensenhughes.cont DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 ( Subsidized Residential High -Rise Building Project, Miami FL ) ExhibitA Terms + Condition JENSEN HUGHES STANDARD TERMS AND CONDITIONS FOR GENERAL CONSULTING SERVICES — FLORIDA, US 1. AGREEMENT — Jensen Hughes, Inc. (hereinafter "Consultant") shall provide the scope of services (the "Services") described in Consultants Proposal attached hereto (the "Proposal") for and on behalf of the Client in connection with the project as defined therein (the "Project"). These Standard Terms and Conditions are incorporated into the Proposal, and the Proposal and these Standard Terms and Conditions together shall be referred to as the "Agreement." Authorization to proceed with the Services by Client shall constitute Client's acceptance to the terms of the Agreement. 2. PERFORMANCE - Consultant shall perform its Services in a manner consistent with the level of care and skill ordinarily exercised by members of Consultant's profession currently practicing in the same locality under similar conditions and with reasonable diligence and expediency consistent with sound professional practices ("Standard of Care"). No other warranty, representation or covenant, either express or implied, is intended to be made with respect to the Services and the same are specifically disclaimed. Consultant shall endeavor to meet all reasonably imposed deadlines for performance of the Services. Client shall inform Consultant of all pertinent deadlines and dates in order to allow Consultant to effectively and efficiently perform the Services and shall provide Consultant with reasonable notice and time to complete any "Deliverables", as defined in Section 18 below. Any Deliverables requested of the Consultant by Client on an expedited time schedule may be subject to increased fees as determined by Consultant. Client and Consultant are aware that many factors outside the Consultant's control may affect the Consultant's ability to complete the Services. 3. FORCE MAJEURE - Client agrees that Consultant is not responsible for damages arising directly or indirectly from any delays or other causes beyond Consultants control. For purposes of this Agreement, such causes include, but are not limited to: strikes or other labor disputes; unusual delay in deliveries; unavoidable casualties; severe weather disruptions or other natural disasters; fires, riots, war or other emergencies or acts of God; pandemics or epidemics, including, but not limited to, related costs and delays and impacts; failure of any government agency to act in a timely manner; delay or other failures of performance by Client or Client's contractors or consultants; discovery of any hazardous substances or differing site conditions; or any causes referenced in Section 5 below. The time schedule and Consultant's compensation shall be equitably adjusted to compensate for any of these causes. 4. INDEPENDENT CONTRACTOR - Client is engaging Consultant as an independent contractor, and not as an agent, employee, director or partner of Client. The parties agree that this Agreement does not establish ajoint venture, employment or agency relationship. Nothing contained in this Agreement or any action by Consultant shall be construed to impose a fiduciary duty on Consultant or create a fiduciary relationship between Consultant and Client or between Consultant and any third party. APRIL 12, 2021.KSC 5. LIMITATIONS ON RESPONSIBILITY - Consultant shall not be responsible for the acts or omissions of Client, Client's other consultants, contractors, subcontractors, their agents or employees, or other persons performing work or services on the Project. Consultant shall neither have control over nor be in charge of, nor be responsible for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with work by any other person on any Project site. Consultant shall not be responsible for Client's or other employers' implementation of or compliance with its, their or others' safety programs, or for initiating, maintaining, monitoring or supervising the implementation of such programs or the procedures and precautions associated therewith, or for the coordination of any of the above, nor shall Consultant be responsible for the adequacy or completeness of any of the above safety programs, procedures or precautions. 6. APPLICABLE LAWS - Consistent with Consultant's Standard of Care, Consultant's Services shall endeavor to comply with all applicable laws, rules, codes, regulations and orders of applicable governmental or public authority having jurisdiction over the Project in force at the time of Consultant's performance of the Services. 7. TERMINATION/SUSPENSION OF SERVICES a. For Convenience. This Agreement may be terminated by either party upon not less than fourteen (14) days' written notice for such party's convenience and without cause. In the event that Client requests termination of the Services prior to completion of the Services, such notice shall state the reason(s) for termination. Consultant reserves the right to complete such records as are necessary to place its files in order and, where considered necessary by Consultant to protect its professional reputation, to complete a report on the Services performed to the date of termination. If the Project is cancelled prior to completion or suspended by Client for more than sixty (60) days, Client shall pay and reimburse Consultant for services rendered and costs incurred up to and including the date of termination. If the payment terms are based upon a fixed fee price, then Consultant shall be paid on a pro rata basis in proportion to the contract price based on the level of effort expended up to and including the date of termination, as invoiced by Consultant. b. For Cause. This Agreement may be terminated by either party upon not less than seven (7) days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. In addition, if Client fails to make payments when due or otherwise is in breach of this Agreement, Consultant may, at its option, suspend performance of Services upon five (5) calendar days' notice to Client. Consultant shall have no liability whatsoever to Client for any costs or damages as a result of such suspension caused by any breach of this Agreement by Client. Upon payment in full by Client after a suspension, Consultant shall resume Services under this Agreement, and the time schedule Page 5 of 11 June 8, 2021 Rev 0 jensenhughes.cont DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 ( Subsidized Residential High -Rise Building Project, Miami FL ) and compensation shall be equitably adjusted to compensate for the period of suspension. If Client still fails to make payment or otherwise cure the breach following a suspension of Services, Consultant may terminate this Agreement upon an additional seven (7) days' notice. 8. PAYMENT a. No deductions shall be made from Consultant's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the work other than those for which Consultant has been adjudged to be liable. If the Client objects to any portion of an invoice, the Client shall so notify the Consultant in writing within fifteen (15) calendar days of receipt of the invoice. Failure to notify Consultant within the specified period will constitute a waiver of any claim with respect to the content or accuracy of the invoice, as well as constitute acceptance of the Services provided. The Client shall identify in writing the specific cause of the disagreement and the amount in dispute with supporting documentation and shall pay that portion of the invoice not in dispute in accordance with the other payment terms of this Agreement. Any dispute over invoiced amounts due that is not resolved within twenty-five (25) calendar days after presentation of invoice by direct negotiation between the parties shall be resolved thereafter in accordance with the Dispute Resolution provision of this Agreement. b. Reimbursable Expenses include the actual expenses incurred directly or indirectly in connection with the Services, such as those for: travel, including transportation and associated expenses; printing and reproduction of Project related documents including reports, specifications, drawings, Project administration documents and correspondence; filing and permit fees; renderings, models, and mock-ups required for the Services; all state and local taxes (except U.S., state, local income taxes or payroll taxes); delivery and courier services; and Project materials including photographic film and processing. Except as otherwise specified, reimbursable expenses will be billed at cost plus 15%. If requested as part of the billing information, detail of charges showing the date, amount and type of each charge will be included as a part of the invoice. Copies of time sheets and expense reports will not be provided since they may also contain confidential information related to other clients. 9. ADDITIONAL SERVICES - Additional Services of Consultant, not specifically included as part of the Scope of Services defined in the attached Proposal shall be mutually agreed upon in writing by Client and Consultant prior to commencement of such Additional Services. The Consultant shall be entitled to an increase in compensation or time or both for performance of the Services where any changes are required or made to the scope of the Services to the extent that such changes do not arise from the negligence of the Consultant. The Consultant shall not be required to perform any Services related to a change unless the parties have agreed on the amount of or the basis for calculating the time and compensation associated with such change. 10. INFORMATION PROVIDED BY CLIENT - On Consultant's request, Client shall furnish services of other consultants, information, and reports as reasonably necessary for the performance of Consultant's Services, The services, information, and reports requested shall be furnished at no expense to Consultant. Consultant shall be entitled to rely upon, but shall not be responsible for, the accuracy, completeness, and timeliness of services, information, and reports furnished by Client and Client's consultants, APRIL 12, 2021.KSC 11. INDEMNIFICATION a. Consultant agrees to indemnify and hold Client harmless from and against all claims, liabilities, suits, demands, losses, costs and expenses (including reasonable attorneys' fees and costs of defense) ("Claims"), to the extent such Claims are determined by a court of competent jurisdiction or arbitrator to have been caused by the negligent acts, errors or omissions or willful misconduct of Consultant. This obligation shall not apply to the extent said Claims arise out of, pertain to, or relate to the negligence of Client or Client's other agents, other servants, or other independent contractors, including the contractor, subcontractors of contractor or other consultants, or others who are directly responsible to Client, or for defects in design or construction furnished by those persons. b. Client agrees to indemnify and hold Consultant harmless from and against all claims, liabilities, suits, demands, losses, costs and expenses (including reasonable attorneys' fees and costs of defense), to the extent they are determined by a court of competent jurisdiction or arbitrator to have been caused by the negligent acts, errors or omissions or willful misconduct of Client. c. Neither party shall have an upfront duty to defend the other in connection with the indemnification obligations above. 12. INSURANCE a. Consultant shall provide Certificates of Insurance and maintain, for the duration of this Agreement, the following insurance coverage: Workers' Compensation Statutory Amount General Liability $1,000,000 per occurrence Employer's Liability $1,000,000 per occurrence Professional Liability (E&O) $1,000,000 per claim / aggregate b. Client shall be responsible for purchasing and maintaining its own liability and property insurance. c. Client and Consultant waive all rights against each other for loss, damage and/or liability to the extent covered by the insurance policies required to be maintained hereunder. 13. SOLE REMEDY - It is intended and agreed by the parties to this Agreement that Client's obligations and Consultant's Services in connection with the Project shall not subject Client's or Consultant's individual shareholders, employees, officers or directors to any personal legal exposure for the risks associated with this Project; and therefore any claim, demand or suit shall be directed and/or asserted only against the business entities that are the parties to this Agreement, which shall be the sole remedy for any dispute hereunder. 14. LIMITATION OF LIABILITY a. THE CLIENT AND CONSULTANT HAVE DISCUSSED THE RISKS AND BENEFITS OF THE PROJECT AND THE COMPENSATION TO BE PAID TO CONSULTANT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIENT EXPRESSLY AGREES, FOR ITSELF AND ANYONE CLAIMING BY, THROUGH OR UNDER IT, THAT THE LIABILITY OF CONSULTANT, ITS SUBSIDIARIES, AFFILIATES AND SUBCONTRACTORS, INCLUDING THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS FOR ANY AND ALL CAUSES OF ACTION WHATSOEVER, INCLUDING WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, INDEMNITY OR OTHERWISE, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT Page 6 of 11 June 8, 2021 Rev 0 jensenhughes.cont DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 ( Subsidized Residential High -Rise Building Project, Miami FL ) OR CONSULTANT'S PROFESSIONAL SERVICES, SHALL NOT EXCEED THE FEE PAID TO CONSULTANT. NEITHER CONSULTANT NOR THE CLIENT WILL BE LIABLE TO THE OTHER FOR LOSS OF PROFITS OR REVENUE, LOSS OF USE OR OTHER OPPORTUNITY, LOSS OF GOODWILL OR OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES. Client acknowledges that (i) without the inclusion of this limitation of liability provision, Consultant would not have performed the Services; (ii) it has had the opportunity to negotiate the terms of this limitation of liability as part of an "arm's-length transaction"; (iii) the limitation amount may differ from the amount of professional liability insurance required of Consultant under this Agreement; and (iv) the limitation of liability provision is merely a limitation, and not an exculpation, of Consultant's liability. b. PURSUANT TO FLORIDA STATUTE § 558.0035, AN INDIVIDUAL EMPLOYEE OR AGENT OF CONSULTANT MAY NOT BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF PROFESSIONAL SERVICES RENDERED UNDER THIS AGREEMENT. 15. NO THIRD -PARTY BENEFICIARIES - Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either Client or Consultant. 16. ASSIGNMENT - This Agreement shall be binding upon Client and Consultant and their respective successors, assigns, and legal representatives. Neither party shall transfer or assign any rights or obligations under or interest in this Agreement without the prior written consent of the other party; provided, however, that Consultant may assign its rights and obligations under this Agreement without the consent of Client if such assignment is to a subsidiary, affiliate or successor in connection with a "Change of Control" and provided that such assignee shall expressly assume the obligations under this Agreement. As used in this section, a "Change of Control" shall mean (i) a merger, consolidation or similar transaction providing for the acquisition of the direct or indirect ownership of more than fifty percent (50%) of a party's interests in the company, or (ii) the sale of all or substantially all of a party's assets. 17. CONFIDENTIALITY - In the event Consultant or Client receives Confidential Information (as defined below) from the other party, whether disclosed in writing or verbally, the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except to (1) its employees, (2) those who need to know the content of such information in order to perform services solely and exclusively for the Project, or (3) its consultants whose contracts include similar restrictions on the use of confidential information. As used herein, "Confidential Information" shall mean information relating to the other party or its business and which is specifically designated by the disclosing party as "confidential". These provisions shall not apply to information APRIL 12, 2021.KSC in whatever form that is in the public domain, was previously known to and/or generated by Consultant, nor shall it restrict Consultant from giving notices required by law or complying with an order to provide information or data when such order is issued by a court, administrative agency or other legitimate authority, or if disclosure is reasonably necessary for Consultant to defend itself from any legal action or claim. 18. OWNERSHIP OF INTELLECTUAL PROPERTY AND DELIVERABLES a. All rights to patents, trademarks, copyrights, and trade secrets (hereafter, "Intellectual Property") owned by Consultant, as well as any modifications, updates or enhancements made to such Intellectual Property during the performance of the Services, shall remain the exclusive property of Consultant throughout the world in perpetuity, and except as necessary for the license to use and reproduce the Deliverables set forth in 18.c. below, Consultant does not grant Client any right or license to such Intellectual Property. b. All concepts, drawings, plans, designs, reports, field data, field notes, calculations, processes, graphic representations, electronic media, estimates, records, memoranda and all other documents, information, products and works prepared by or on behalf of Consultant, its employees, sub -consultants or sub -contractors for or related to the Services, (collectively, "Deliverables"), including all Intellectual Property therein and thereto, shall remain the property of Consultant. Consultant shall be deemed the sole and exclusive author and owner of the Deliverables and shall retain all common law, statutory and other reserved rights, including copyrights, throughout the world in perpetuity. c. Upon execution of this Agreement, Consultant grants to Client a nonexclusive, limited and revocable license to use and reproduce the Deliverables solely for purposes of designing, administering, using and maintaining the Project, provided Client shall comply with all obligations, including prompt payment of all sums when due, under this Agreement. Client agrees that all Deliverables furnished to the Client or its agents, which are not paid for in a timely manner, will be returned upon demand and will not be used by Client for any purpose whatsoever. d. Except for the license granted above, no other license or right shall be deemed granted or implied. Client shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of Consultant. e. Client shall not use, reuse or adapt the Deliverables in connection with extensions of the Project or for any other project, unless Client obtains the prior written agreement of Consultant. Any unauthorized use, reuse or modifications of the Deliverables shall be at Client's sole risk and without liability to Consultant, and Client agrees to defend, indemnify and hold harmless Consultant from all claims and damages arising out of or purported to arise out of the unauthorized use, reuse, or modification of the Deliverables. 19. CERTIFICATE OF MERIT REQUIREMENT - The Client shall make no claim for professional negligence, either directly or by way of a cross complaint against the Consultant unless the Client has first provided the Consultant with a written certification executed by an independent consultant currently practicing in the same discipline as the Consultant and licensed in the state where the Project is located. This certification shall: a) contain the name and license number of the certifier; b) specify the acts or omissions that the certifier contends are not in conformance with the Standard of Care fora consultant performing professional services under similar Page 7 of 11 June 8, 2021 Rev 0 jensenhughes.cont DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 ( Subsidized Residential High -Rise Building Project, Miami FL ) circumstances; and c) state in detail the basis for the certifier's opinion that such acts or omissions do not conform to the Standard of Care. This certificate shall be provided to the Consultant not less than thirty (30) calendar days prior to the presentation of any claim or the institution of any arbitration or judicial proceeding. This Certificate of Merit clause will take precedence over any existing state law in force at the time of the claim or demand for arbitration. 20. GOVERNING LAW, VENUE, AND JURISDICTION - This Agreement shall be governed by the laws of the State of Maryland, and the state and federal courts in the State of Maryland shall be the exclusive venue for any and all dispute resolution proceedings unless the parties mutually agree otherwise in writing. Client consents to personal jurisdiction of the state and federal courts in the State of Maryland. 21. DISPUTE RESOLUTION - The parties agree to first try in good faith to settle between themselves any dispute arising out of or related to this Agreement ("Dispute"). In the event a Dispute between the parties is not resolved within thirty (30) days by direct discussions between the parties, the parties agree to submit the Dispute to non -binding mediation conducted by the American Arbitration Association or such other mediation service upon which the parties agree. In the event the parties are not able to resolve the Dispute by mediation, either party may elect to have the pending Dispute resolved by arbitration in accordance with the procedural rules of the American Arbitration Association as presently published and existing. Unless otherwise agreed, the arbitration proceeding shall take place in the state where the project is located. The cost and expenses of the arbitrator(s) shall be shared equally by the parties. Each party shall be responsible for its own costs and expenses in presenting the Dispute for arbitration. The parties agree to be bound by the decision of the arbitrator(s) and the award rendered by the arbitrator(s) shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY DISPUTE. In any event, the maximum amount recoverable by Client will not exceed the amount or include the types of damages waived in the Limitation of Liability provision above. 22. OPINIONS OF COST - When included in Consultant's scope of Services, opinions or estimates of probable construction cost are prepared on the basis of Consultant's experience and qualifications and represent Consultant's judgment as a professional generally familiar with the industry. However, since Consultant has no control over the cost of labor, materials, equipment or services furnished by others, over contractor's methods of determining prices, or over competitive bidding or market conditions, Consultant cannot and does not guarantee that proposals, bids, or actual construction cost will not vary from Client's budget or from Consultant's opinions or estimates of probable construction cost. 23. ENVIRONMENTAL CONDITIONS, FIRES & ACTS OF TERRORISM a. For purposes of this section, "Environmental Conditions" means the presence at the Project site of hazardous wastes, hazardous substances, asbestos, asbestos -containing materials ("ACM"), suspected asbestos - containing materials ("SACM"), polychlorinated biphenyls, lead, lead -based paint, urea -formaldehyde -containing materials, mold, biohazards, biological agents, radioactive materials, or any other hazardous or toxic substances as defined by any federal, state, or local statute, regulation, code, APRIL 12, 2021.KSC or ordinance. Client acknowledges that Consultant shall have no responsibilities or duties relating to the identification, discovery, presence, handling, removal, abatement or disposal of, or exposure (including exposure assessment or control) of persons to, Environmental Conditions in any format the Project site, including any ACM or SACM located at or transported from the Project. Client acknowledges that it accepts responsibility for notifying the appropriate state and local Environmental Protection Agency and the United States Environmental Protection Agency for any ACM or SACM delineation, demolition, construction or repair work. Client further acknowledges that it accepts responsibility for any inspection required by the National Emissions Standards for Hazardous Air Pollutants ("NESHAP"), or any related state - delegated authority. b. In no event shall Consultant be held liable or otherwise responsible for preventing any financial or physical damage, resulting from acts of terrorism or fires ensuing therefrom, including, but not limited to, chronic or acute injuries relating thereto (or arising out of), subsequent remedial activities undertaken relating thereto, or any other event or consequence thereof, associated countermeasures pursued or implemented by any federal, state, or local government representatives, or any of their contractors, or subcontractors, or any other public or private party in any way connected with addressing or dealing with anything covered by the Scope of Services, including, without limitation, acts of terrorism and fires ensuing therefrom. 24. RESPONSIBILITY FOR CODE COMPLIANCE - Where the Services include the provision of code compliance consulting services, Consultant, in exercising its professional judgment consistent with the Standard of Care, will endeavor to perform the Services in accordance with applicable federal, state and local laws, statutes, ordinances, rules, regulations, orders and codes relating to the design, construction, use and/or occupancy of the Project (collectively "Governmental Requirements") in effect as of the date of completion of the Services. Such Governmental Requirements may include, for example, fire protection, life safety, building occupancy, accessibility or the Americans with Disabilities Act, as applicable to the Services. Client acknowledges and agrees that interpretation of Governmental Requirements by the authority or official having jurisdiction ("AHJ") may vary and may be subject to change even after completion of the Services. In performing the Services, Consultant shall be entitled to rely on initial interpretations provided by the AHJ. If, after completion of the Services, any modification or amendment to the construction documents (or other related documents) is required because of a subsequent interpretation of the Governmental Requirements by the AHJ, Consultant shall not be liable for any consequences resulting therefrom; provided, however that Consultant shall make the required modification or amendment as an additional service and shall be entitled to compensation for such additional service at the hourly rates set forth in the Proposal, or as otherwise agreed by the parties in writing. 25. ETHICS AND CONFLICTS OF INTEREST - Both parties shall perform their obligations with integrity, including but not limited to: a. Conflicts of interest shall be avoided or disclosed promptly to the other party. b. Neither party has conducted or shall engage in any transaction or dealing with any prohibited person in violation of the U.S. Patriot Act or any OFAC rule or regulation. Page 8 of 11 June 8, 2021 Rev 0 jensenhughes.cont DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 ( Subsidized Residential High -Rise Building Project, Miami FL ) c. Both parties shall comply with all regulations of the Foreign Corrupt Practices Act ("FCPA"), other applicable United States laws, and other applicable foreign laws (including, but not limited to the OECD Convention on Combating Bribery of Foreign Public Officials) relating to the soliciting and performing work in foreign countries. d. Neither party shall receive any contingent fees or gratuities to and from the other party, including their agents, officers, employees and sub consultants or others to secure preferential treatment. 26. ANTI -RAIDING PROVISION - During the duration of the Services for the project provided for under this proposal agreement, and for a period of one (1) year after the completion of or termination of such Services, the Client shall not solicit, offer employment to, otherwise attempt to hire, or assist in the hiring of any employee or officer of the Consultant or any of its Affiliates who worked on the project; (ii) encourage, induce, assist or assist others in inducing any such person to terminate his or her employment with the Consultant or any of its Affiliates; or (iii) in any way interfere with the relationship between the Consultant or any of its Affiliates and their employees. 27. EQUAL EMPLOYMENT - Consultant believes in the principles of equal employment opportunities and encourages a diverse workplace. Consultant does not discriminate in employment against any individual on the basis of race, sex, age, religion, disability, sexual orientation, national origin, ancestry, citizenship status, veteran status, Vietnam —era status, or any other protected status. Both parties shall abide by the requirements of 41 CFR 60-300.5(a). This regulation APRIL 12, 2021.KSC prohibits discrimination against qualified protected veterans and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified protected veterans. Both parties shall abide by the requirements of 41 CFR 60-741.5(a). This regulation prohibits discrimination against qualified individuals on the basis of disability and requires affirmative action by covered prime contractors and subcontractors to employ and advance in employment qualified individuals with disabilities. 28. ENTIRE AGREEMENT - This Agreement and corresponding Proposal represents the entire and integrated agreement between Client and Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. No cancellation, modification, amendment, deletion, addition, waiver or other change in this Agreement shall have effect unless specifically set forth in writing and signed by both parties. All obligations between the parties, including any limitations upon liabilities, shall survive the completion of the Services and any earlier termination of the Services or this Agreement. If any term, condition, or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, such term, condition or provision will be ineffective only to the extent of such invalidity and the remaining provisions of this Agreement shall not be affected but shall instead remain valid and fully enforceable. 29. SEVERABILITY - The parties herein acknowledge and agree that in case any provision in this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. [Remainder of page left intentionally blank] Page 9 of 11 June 8, 2021 Rev 0 jensenhughes.cont DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 ( Subsidized Residential High -Rise Building Project, Miami FL ) Acceptance Client has received and agrees to be bound by the terms of this Proposal, and the Consultant's Standard Terms and Conditions referenced herein (including written modifications agreed to by Client and Consultant, if any). Client's acceptance is indicated by signing where indicated below. Client's authorization notice to proceed binds Client to all terms and conditions as stated in this Proposal. Jensen I g'hes, In p . Client: S[G TURE J n Carlos Hernandez SIGNATURE PRINTED NAME J PRINTED NAME Senior Fire Protection Engineer TITLE 06/08/2021 DATE TITLE DATE Page 10 of 11 June 8, 2021 Rev 0 jensenhughes.cont DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 ( Subsidized Residential High -Rise Building Project, Miami FL ) Please provide the following information regarding project billing with your signed proposal. Primary Billing Contact (Accounts Payable) Name: Email: Phone: Invoice Delivery Method + Destination: ❑ Email address(es): ❑ Mailing address: ❑ Other (web portal or other special instruction): Statement Destination: ❑ Same as Invoice Destination ❑ Primary Billing Contact ❑ Primary Technical Contact ❑ Other: Client or Project Special Billing Instructions ❑ Yes ❑ No ❑ Attached Client / project or reference number to be included on invoices: ❑ Yes ❑ No Client Project, P.O. or Reference Number: Page 11 of 11 June 8, 2021 Rev 0 jensenhughes.cont DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 RUNBROOK GREEN BUILDING & ENERGYTESTING WORK ORDER [City of Miami Affordable Housing Development — 1251 SW 7th Street, Miami, FL 33137] Order Effective Date: [February 6th, 2023] Rating System: LEED BD+C v4 This Work Order (this "Order"), dated as of the Order Effective Date above, is entered into by and between RunBrook, LLC ("RunBrook") and the undersigned ("Customer") pursuant to and incorporating by reference the terms and conditions attached as Exhibit B to this Order (the "T&C's"). Capitalized terms used in this Order and not otherwise defined in this Order shall have the meaning set forth in the T&C's. I. Background. The Customer is planning to develop a multi -family building at the address above (the "Project"). The Customer would like RunBrook to provide consulting services for the Project to help it secure certification under the Rating System above. II. Services and Fees. Exhibit A sets forth the services provided (the "Services") and the fees for the Services (the "Fees"), as well as the due dates for payment. Below is additional detail regarding the Services and fees: A. Project Registration. Customer will pay third -party Rating System Registration fees prior to registering the Project. Upon receipt of such payment, RunBrook will register the Project pursuant to the Rating System, complete the registration information related to the Project, and submit payment to the Rating System. RunBrook will provide proof of payment. B. Design Phase Services. RunBrook will review the most recent set of plans, which should include civil, landscape, architectural and MEP plans. Based on the plans and the Rating System, RunBrook will provide the Services below. 1. Workshop (Charrette). Customer will pay the Workshop (Charrette) fee upon signing this Work Order. During the design phase of the Project, RunBrook will hold up to 4 workshops with Customer's design team. During the workshops, the team will integrate green strategies across all aspects of the building design, drawing on the expertise of all participants. RunBrook will communicate the minimum Rating System design requirements/pre-requisites; help develop certification goals; and identify which Rating System credits the team would like to evaluate further. 2. Coordination & Design Credit Verification. Customer will pay the Coordination & Design Credit Verification fee set forth in Exhibit A upon signing this Work Order. RunBrook will provide overall consulting coordination to the owner and the design team throughout the project's design phase. As part of these services, RunBrook will issue Design Team Guidelines and the Credit Targeting Survey that will solicit feedback from the design team, review plans, and collect documentation required by the Rating System. Ideally RunBrook will have the opportunity to review plans at 25% complete and 95% complete to verify that plans are being developed in compliance with the rating system. All plan reviews will be accompanied by a written cover letter explaining the completeness of plans in achieving the owner's certification goal and an explanation of the point gap needed if any to reach the goal. 3. Whole Building Energy Model (ASHRAE 90.1). RunBrook will build a whole building energy model pursuant to ASHRAE 90.1. The model will be used to gain points under the Rating System, identify how much solar photovoltaic capacity may be needed, and to help the design team value engineer building envelope and energy system as needed. RunBrook will not be responsible for providing hard construction costs as they relate to energy systems and improvements. 4. Certification Plan & Documentation (Design Team). RunBrook will issue a certification plan to the design team. The plan will outline all credits in the Rating System, provide an explanation of the minimum design guidelines required for each credit, and organize the credits by design discipline. In this stage of the Project, RunBrook will recommend credits to be pursued. It will be the responsibility of the design team and the owner to carefully review respective credits by discipline and provide feedback as to whether a recommended credit be re-classified as: a) not targeted or not feasible, b) potentially targeted after further evaluation, or c) targeted for inclusion in the final green building construction document. 5. Green Building Construction Document (Construction Team). RunBrook will develop and provide a green building construction document based on the feedback from the certification plan. The green building construction document will consist of specifications for each green building credit targeted, a schedule of forthcoming inspections, and a list of product and finish submittals. This document should be included in construction documents supplied to the general contractor to ensure that the rating system intent is met. Page 1 of 5 DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 RUNBROOK GREEN BUILDING & ENERGYTESTING C. Construction Phase Services. The Services below will be provided during the construction phase of the Project. 1. Construction Kick -Off Meeting and Trades Training. RunBrook will attend a construction kick-off meeting via video conference to communicate the green building requirements and provide training to the general contractor and key trades. 2. Construction Coordination & Documentation. RunBrook will coordinate with the construction team regarding Rating System compliance. As part of this, RunBrook will review and approve products and materials submitted via the green building construction document to verify that they meet Rating System requirements prior to purchase. D. LEED Building Commissioning Services. 1. Fundamental Commissioning. RunBrook will provide fundamental commissioning for the project as required by the Rating System (this scope must be done to participate in the LEED program). As part of this scope of work RunBrook will develop a commissioning plan in coordination with the Owner and the Design Team. The overall goal of the commissioning plan will be to identify building systems selected for commissioning (i.e. HVAC, Lighting, Envelope, Domestic Hot Water, Renewable Energy, etc.) and to develop tests and procedures to ensure that the systems are meeting the owner's project requirement for functionality and performance. After determining the commissioning plan, RunBrook will verify and document that equipment has been installed and started per the manufacturer's recommendations, verify that equipment performance meets design criteria, verify completeness of operations and maintenance materials, and verify that the facility operations staff are trained and well informed on the most efficient way to operate systems commissioned. At the conclusion of the process, RunBrook will provide a LEED Commissioning report to the owner and to key trades and sub -contractors that list any deficiencies noted and correction dates. 2. Enhanced Commissioning. Enhanced commissioning goes beyond fundamental commissioning. It is not required by the LEED program. Instead, it offers additional points. Enhanced commissioning goes beyond fundamental commissioning by incorporating commissioning into post occupancy phase of the project. If the owner chooses to pursue additional LEED points for enhanced commissioning the Owner RunBrook will, develop a re -commissioning manual containing information needed to ensure the building is operated optimally following construction. The re -commissioning manual will identify functional performance tests, recommendations for re -calibration, and guidelines for continuous maintenance. The RunBrook commissioning agent will conduct a post occupancy review by interviewing maintenance staff to identify any issues with the original commissioning plan and tests to develop solutions to existing problems. E. Certification Close -Out. Upon receipt of RunBrook will also review and approve products and materials submitted via the green building construction document to verify that they meet Rating System requirements prior to purchase. III. Rating System Certification Disclaimer The Customer acknowledges that all services pertaining to submission for certification under the Rating System shall be based upon RunBrook's professional judgment concerning currently available guidelines. Customer acknowledges that those guidelines are in a continual process of refinement and subject to multiple interpretations by the various individuals and entities who determine Rating System certification; and the specific determination of any credit or certification sought cannot fully be forecast and is not guaranteed. RunBrook accordingly makes no representations or warranties regarding any specific outcome with respect to Rating System certification. Moreover, the Customer acknowledges that Customer is solely responsible for implementing RunBrook's recommendations, and that implementation of such recommendations and Customer's budget considerations greatly affect attainability of suitability of Rating System certification. The Customer further acknowledges that such implementation and budget considerations can result in a Project either failing to attain Rating System certification or attaining a lesser Rating System certification level or verification level. Subject to the foregoing, RunBrook will use reasonable efforts to assist Customer in obtaining desired level of Rating System certification and RunBrook will inform Customer in a timely manner if in RunBrook's professional judgment, Customer's failure to implement recommendations, budget, or other decisions are likely to prevent the desired Rating System certification from being obtained. Page 2 of 5 DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 RUNBROOK GREEN BUILDING & ENERGYTESTING IV. Opinions of Probable Construction Cost RunBrook makes no estimates and provides no opinions, verbal or written, regarding construction cost. The Customer understands that RunBrook has no control over the cost or availability of labor, equipment or materials, or over market conditions or the Customer's contractor's method of pricing. V. Term of Order: The term of this Order will begin on the Order Effective Date and continue until terminated pursuant to its terms. Either party may terminate this Order at any time by providing thirty (30) days' prior, written notice. VI. Authorization to Proceed The parties have executed this Order as of the Order Effective Date. Print Name: Title: ) RunBrook: Print Name: Daniel Denis Title: President 313 Datura St, Suite 200 West Palm Beach, Florida 33401 www.RunBrook.com 786-863-3495 ddenis@RunBrook.com Page 3 of 5 DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 RUNBROOKy GREEN BUILDING & ENERGY TESTING Exhibit A -Services, Fees and Due Dates CONFIDENTIAL �w,::xleL RUNBROOK GREEN BUILDING & ENERGY TESTING Prospective Client: Wolfberg Alvarez & Partners, Inc. Client Representative: Rafael Labrada Project Subject: Architect: City of Miami Affordable Housing Development LEED BD+C V4 Wolfberg Alvarez & Partners, Inc. Project Summary Building Type Multi -Family # Buildings 1 CONFIDENTIAL Totals 1 # Stories # Units Total S.F. 12 104 169,578 104 169,578 Notes LEED BD+C Version 4 Mandatory Third Party Fees (Registration, Certification, Quality Assurance) Unit Fee Qty Fee Billing Notes LEED Registration Fee $1,200 1 $1,200 Due prior to registration LEED Certification Fee $0.063 169,578 $10,683 Due upon submission for LEED Review Total Registration & Certification Fees $11,883 Design Phase LEED Services Unit Fee Qty Fee Billing Notes Workshop (Charrette) Coordination & Design Credit Verification Whole Building Energy Model (ASHRAE90.1) Certification Plan & Documentation (Design Team) Green Building Construction Document (Construction Team) $3,750 1 $3,750 Due upon execution of this Work Order Due upon execution of this Work Order Due upon completion Due upon completion Due upon completion $3,750 1 $3,750 $7,000 1 $7,000 $5,000 $3,000 1=$5,000 1 $3,000 1 Total Design Phase Services $22,500 Construction Phase LEED Services Unit Fee Qty Fee Billing Notes Construction Kickoff Meeting and Trades Training Construction Coordination & Documentation I- $2,500 1 $12,500 1 $2,500 $12,500 Due upon completion of meeting Due upon commencement of construction Total Construction Phase Services $15,000 LEED Building Commissioning Services Unit Fee Qty Fee Billing Notes Fundamental Commissioning $25,000 1 $25,000 MANDATORY - Due upon commencement of construction Enhanced Commissioning $5,000 1 $5,000 OPTIONAL SERVICE. EARNS ADDITIONAL POINTS Total Construction Phase Services $30,000 Certification Close -Out Unit Fee Qty Fee Billing Notes Certification Close -Out $7,500 1 $7,500 Due upon submission for LEED Final Review Total Construction Closeout Services $7,500 1. Total Registration & Certification Fees Due to Rating System 2. Total Service Fees Due to RunBrook (including optional Enhanced Commissioning) 3. Grand Total (Registration + Certification + Servies Fees) $11,883 $75,000 $86,883 Prepared by RunBrook www.runbrook.com 313 Datura St. Suite 200, West Palm Beach, FL 33401 Daniel Denis, President (786) 863-3495 Page 4 of 5 DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 RUNBROOKy GREEN BUILDING & ENERGY TESTING Exhibit B - Terms and Conditions 1. Services. RunBrook will provide Services to Customer pursuant to this Order. The term "Services" means all services described in this Order. 2. Ownership. As between RunBrook and Customer, any and all items identified as Work Product in this Order (the "Work Product") will be the sole and exclusive property of Customer. RunBrook retains ownership of its underlying technology and intellectual property and methods used to provide Services and create Work Product. 3. Customer Info. Customer hereby grants to RunBrook a worldwide, royalty -free, limited license to use: (a) any and all information provided by Customer to RunBrook solely for the purpose of fulfilling RunBrook's obligations contained within this Order; and (b) Customer's name and logo within RunBrook's website and marketing materials, solely for the purpose of disclosing Customer as RunBrook's client, in a manner acceptable to Customer. 4. Termination. Either party may terminate this Order: (i) by providing the other party with written notice if such other party breaches any material provision of the Order that is not subject to cure or that is not cured within thirty (30) days of receipt of written notice; or (ii) pursuant to other termination provisions set forth in this Order. All provisions of this Order that should reasonably survive termination will survive. 5. Confidentiality. For purposes of this Agreement, the term "Confidential Information" means any and all confidential or proprietary information of the Disclosing Party, whether oral or written. "Disclosing Party" means the party disclosing the Confidential Information. "Receiving Party" means the party receiving the Confidential Information. "Confidential Information" will not include any information that, as evidenced by a written document: (i) was in the public domain at the time of disclosure; (ii) became publicly available after disclosure to the Receiving Party without breach of this Agreement; (iii) was lawfully received by the Receiving Party from a third party without restriction; (iv) was known to the Receiving Party, its employees or agents prior to its receipt from the Disclosing Party, as evidenced by the written records of the Receiving Party; or (v) was independently developed by the Receiving Party without use or reference to the Confidential Information and without breach of this Agreement. If Confidential Information is required to be disclosed by the Receiving Party pursuant to judicial order or other compulsion of law, the Receiving Party will provide to the Disclosing Party prompt notice of such order, cooperate with the Disclosing Party, at the Disclosing Party's expense, to maintain the confidentiality of such information, and comply with any protective order imposed on disclosure of such information. The Receiving Party will: (i) hold the Disclosing Party's Confidential Information in strict confidence; (ii) take all steps necessary or appropriate to protect the confidentiality of the Confidential Information and to assure compliance with this Agreement by its officers, directors, employees, contractors, agents and representatives; (iii) use such Confidential Information for the sole purpose of performing pursuant to this Agreement; (iv) restrict disclosure of such Confidential Information to those of its officers, directors, employees, professional advisors, contractors, agents and representatives with a need to know such information for the sole purpose of performing pursuant to this Agreement ("Permitted Disclosees"); and (v) not modify, reverse engineer, decompile, create other works from, or disassemble any such Confidential Information. Each party will be responsible for any breach of this Agreement arising from any act or omission of its Permitted Disclosees. Upon termination of the Term, if the Disclosing Party requests it, the Receiving Party will, at its option, either return to the Disclosing Party or certify destruction of, any and all copies of the Disclosing Party's Confidential Information in the possession of the Receiving Party, its employees or agents. 6. Force Majeure. Each party will be excused from performance of its obligations to the extent that such party is prevented from performing, its obligations under this Agreement, as a result of acts of God, governmental authority, war, civil disturbance, court order, labor dispute or any other cause beyond its reasonable control (each, a "Force Majeure Event"). 7. WARRANTIES AND LIMITATION ON LIABILITY. EXCEPT AS EXPRESSLY SET FORTH IN THIS ORDER, RUNBROOK MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING SERVICES, AND SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. NOTWITHSTANDING ANYTHING IN THIS ORDER OR ELSEWHERE TO THE CONTRARY, UNDER NO CIRCUMSTANCES WILL EITHER PARTY'S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS ORDER OR SERVICES EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER FOR THE PARTICULAR SERVICE GIVING RISE TO A CLAIM IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, REGARDLESS OF THE FORUM AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH A LOSS AND/OR DAMAGE. IN NO EVENT WILL A PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL AND/OR CONTINGENT LOSSES AND/OR DAMAGES OR ANY LOSS OR DAMAGE ARISING FROM OR IN CONNECTION WITH ANY LOSS OF REVENUES, PROFITS, CONTRACTS OR BUSINESS OR FAILURE TO REALIZE ANTICIPATED SAVINGS OR ANY LOSS OF GOODWILL OR REPUTATION. 8. Governing Law, Jurisdiction and Venue. This Order and all transactions contemplated by this Order will be governed by, and construed and enforced in accordance with, the laws of the State of Florida. Any civil action or legal proceeding arising out of or relating to this Order will be brought in the courts of record of the State of Florida in Palm Beach County or the United States District Court, Southern District of Florida. Each party consents to the jurisdiction of such court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such court. 9. Miscellaneous. RunBrook's relationship to Customer is that of an independent contractor. Neither party will assign this Order without the prior written consent of the other party; provided that either party may assign its rights or obligations under this Order without consent, to a third party acquiring all or substantially all of a party's stock or assets. The provisions of this Order may not be amended, supplemented, waived or changed orally, but only by a writing signed by both parties. This Order and each authorized change order to an Order represent the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersede all other negotiations, understandings and representations (if any) made by and between such parties. If any provision of this Order is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not affect the other provisions of this Order, which will remain in full force and effect. This Order may be executed in any number of counterparts and by the parties to it on separate counterparts, each of which will be an original, but all of which together will constitute one and the same instrument. This Order is not effective until each party has executed at least one counterpart Page 5 of 5 DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 Amendment No. 1 to the Professional Services Agreement with Wolfberg/Alvarez and Partners, Inc. for Affordable Housing Development - D3 EXHIBIT "B" AUTHORIZATION MEMORANDUM/REQUEST BY DREAM DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM Arthur Noriega V City Manager DocuSigned by: AAotrv- Frey 9AB076E0CF7E4C0... Andrew W. Frey, Director Real Estate & Asset Management DATE. FILE: SUBJECT: REFERENCES: September 14, 2023 Increase to Wolfberg Alvarez PO Emergency Purchase Memo dated July 15, 2021 ENCLOSURES: WA Proposal 2023-09-13 Since the approval of the emergency purchase for architecture services from Wolfberg Alvarez & Partners Inc. due to a public emergency and convenience of the City, it has become necessary to expand the original purchase order scope of work to include: • LEED Certification • AIPP Consultant Services The addition of these services will increase the Purchase Order to $641,164.40. Per the emergency procurement procedures followed in the preceding memo, a retroactive authorization of the purchase order increase is requested. City Manager P_Klquw4m1,, Arthur Noriega V Procurement Approved x Decline September 18, 2023 1 10:38:43 EDT Date Approved x Decline September 14, 2023 1 16:10:15 EDT Annie -Perez, CPPO Date Director of Procurement CC: Larry M. Spring, Jr., CPA, Chief Financial Officer, Assistant City Manager Annie Perez, CPPO, Director of Procurement DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 Amendment No. 1 to the Professional Services Agreement with Wolfberg/Alvarez and Partners, Inc. for Affordable Housing Development - D3 EXHIBIT "C" SUPPORTING DOCUMENTATION DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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 7T" 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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 Attar ey 8/3/2021 City of Miami Page 4 of 4 File ID: 9371 (Revision: A) Printed on: 9/27/2021 DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM FROM: Arthur Noriega V City Manager DATE: 7/15/2021 SUBJECT: Emergency purchases REFERENCES: ENCLOSURES: The Office of the City Manager approves of the following emergency purchase(s): architecture services from Wolfberg Alvarez & Partners Inc. The goods and/or services required herein are as a result of one or both of the following circumstance(s): 1) A public emergency (threats to health, life, welfare or safety); or 2) Convenience of the City. Per the emergency procurement procedures as defined in Section 18-90 of the City Code, authorization to waive the competitive bid process, albeit it is a retroactive authorization, is also requested for the aforementioned emergency purchase if greater than $25,000. This purchase is necessary for the following reason: The City of Miami is experiencing a housing crisis due to the lack affordable housing. This crisis has been exacerbated by COVID 19 and the corresponding rise in unemployment, making it harder for City residents to afford housing. In light of same, the City is declaring an emergency for affordable housing and wishes to procure, on an emergency basis, architecture services in the amount of $480,900 from Wolfberg Alvarez & Partners Architecture in order to design affordable housing on City -owned property located at 1251 SW 7th Street and 1380 NW 6th Street. Additionally, the procurement process outlined in Florida Statute (F.S.) 287.055, known as Consultants' Competitive Negotiations Act ("CCNA") for architectural and engineering services ("A&E") can take up to nine (9) months. 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 S.W. 7th Street, Miami, FL, and 1380 N.W. 6th Street, Miami, FL, that will provide much needed relief for City residents urgently seeking affordable housing. F.S. 287.055, CCNA, does however permit exemptions to these requirements in emergency situations, as stated in Section 3(a)1 entitled "Public Announcement and Qualifications Procedures". CITY A r AA i ER: Arthur 'iega V DIRECTOR, DEPARTMENT OF PROCUREMENT: APPROVED DISAPPROVED Date: 7 I j) Z o 2. X❑ APPROVED DISAPPROVED Date: 7/15/2021 Annie Perez, CPPO DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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 7 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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.gov/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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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@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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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 Wolfberd/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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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 (di) 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: ,—DocuSigned by: `— E 52805AD3 F06449... 97C75F88156C47C... Signature Signature Nancy Lavelanet, Assistant Marcel Morlote, President Print Name, Title Print Name, Title ATTEST: DocuSigned by: FBEa, 98E5696,4-K Consultant Secretary (Affirm Consultant Seal, if available) ATTEST: DocuSigned by: oc '..5T-iannon, City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: DocuSigned by: Fratnk Gow�v 7-3.95C.631-8214.E 7 Ann Marie Sharpe, Director Risk Management Department (Corporate Sea CITY OF MIAMI, a Florida municipal corporation DocuSigned by: DocuSigned by: L arguAr Nbvitia. DocuSigned by: SEAL 1986 ASnr.F6C372an479 Arthur Noriega V, City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: DocuSigned by: 694F02A58BCB4C6... 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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. IN TDUad\W,HEREOF, I have hereunto set my hand this 10 , day of September 20 21 Secretary: Fg77nnpgR rasr 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: as identification and who (did / did not) take an oath. DocuSigned by: av Lrt t CtAAVat 36000r2f)tlRRR4R0 yrE Q SIGNATURE OF NOTARY PUBLIC STATE OF Florida Andrea chavero PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC Professional Services for Affordable Housing RFQ No. 20-21-021 Development - D3 20 DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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 Subconsultants 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 client#: 1 U5U247 WOLFBALV ACORDT,., CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)3/31/2023 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 NAME: PHONE FAX (A/C. No, Ext): 813 321-7500 (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC tf 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 INSURER C: National Casualty Company 11991 INSURER D: Travelers Indemnity Company of CT 25682 INSURER E : 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. LTRR TYPE OF INSURANCE INSR WVD POLICY NUMBER POLICY (MMIDDIYVVY) POLICY EXP (MM1DD/YYYY) LIMITS A X COMMERCIAL GENERAL ?CLAIMS -MADE X LIABILITY OCCUR X X 6608216L314 4iA329 G� ®6, /7. 9 4 4 µa 10/26/2022 B 0,7/ 10/26/2023 /20 EACH OCCURRENCE $1,000,000 PREMISESO(ERENTED occu ence) $1,000,000 MED EXP (Any one person) $10,000 PERSONAL & ADV INJURY $1,000,000 $2,000,000 GENERAL AGGREGATE GEN'L AGGREGATE X LIMIT APPLIES JECT PER: LOC PRODUCTS - COMP/OP AGG $2,000,000 $ D AUTOMOBILE _ X LIABILITY ANY AUTO OWNED AUTOS ONLY AUTOS ONLY ^ X SCHEDULED AUTOS NON -OWNED AUTOS ONLY X X BA1R155603 10/26/2022 10/26/2023 CEOacB.cl deDti INGLE LIMIT __$1 000 000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE jPer accident). $ $ B X UMBRELLA LIAR EXCESS LIAR X OCCUR CLAIMS -MADE X X CU P7310Y773 10/26/2022 10/26/202 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 $ DED X RETENTION $10,000 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) It yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A X UB7J273173 10/27/2022 10/27/20231 X ISTATI iTE_I 10TTH- E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 C Professional Liability JE00001831 03/29/2023 03/29/2024 $3,000,000 per claim $3,000,000 annl 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. City of Miami is an additional insured with respects to General Liability on a primary and non-contributory basis as required by written contract. As well as additional insured with respects to Auto Liability and (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 #S39616580/M39611298 © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SP1ZP DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 DESCRIPTIONS (Continued from Page 1) Excess Liability as required by written contract. Coverage is afforded for contingent and contractual exposures as required by written contract. Thirty Days notice of cancellation (30) calendar days and ten (10) business days for non payment. Retro date of the professional policy is 01/01/1976. SAGITTA 25.3 (2016/03) 2 of 2 #S39616580/M39611298 DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 From: Ouevedo, Terry To: Caseres, Luis; Gomez Jr., Francisco (Frank) Cc: Aviles, Yesenia Subject: FW: COI - Wolfberg Alvarez Exp 03-29-2023 Date: Wednesday, April 26, 2023 9:01:56 AM Attachments: image004.pnq image007.pnq WA City of Miami (Police Fortif-D5).pdf COI-Wolfberg Alvarez Exp 03-29-2023.pdf Luis The COI is adequate. Regards, �Jex < < l teuec7 City of Miami Risk Management Department 9th Floor 444 SW 2nd Avenue Miami, Florida 33130 (305) 416-1641 Office (305) 416-1710 Fax Tquevedo(miamigov.com -Sere 4 S rarrcrary, a.e 7140¢010sc4 004 garsusurcrct9 From: Caseres, Luis <Lcaseres@miamigov.com> Sent: Wednesday, April 26, 2023 9:00 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Quevedo, Terry <TQu eve d o@ m i a m i gov. co m> Subject: FW: COI - Wolfberg Alvarez Exp 03-29-2023 Good morning, Please review and approve. Best regards, L wig- C we're y Construction Procurement Assistant City of Miami Department of Procurement 444 SW 2nd Avenue, 6th Floor, Miami, FL 33130 (305) 416-1923 DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 DIVISION OF C. L)i'fJ 1 J1 I of PoArrrrLI r an official limit, of Florida website 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 DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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 MALDONADO, JORGE G 75 VALENCIAAVENUE SUITE 1050 CORAL GABLES, FL 33134 Title Director Vazquez , David 75 VALENCIAAVENUE SUITE 1050 CORAL GABLES, FL 33134 Annual Reports Report Year Filed Date 2022 03/14/2022 2023 01/23/2023 2023 06/01/2023 Document Images 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 01/18/2017 --ANNUAL REPORT 01/26/2016 --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 DocuSign Envelope ID: 5DBA5F42-ECF5-4A6A-8C64-602060D83549 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 Florida Department of State, Division of Corporations Olivera, Rosemary From: Caseres, Luis Sent: Tuesday, November 28, 2023 10:28 AM To: Olivera, Rosemary Subject: RE: Document Distribution - Amendment No. 1 - RFQ 21-22-021 - Wolfberg Alvarez & Partners Attachments: Amendment_No_1_to_Professional_Design_Service_Executed 11-28-2023.pdf Good morning Rosemary, Attached is color version. Best regards, Lu,i.s- Cc4eXe- 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 "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. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. If you're not already a Vendor, click on or scan the QR Code to register as a new vendor for the City of Miami. From: Olivera, Rosemary <ROlivera@miamigov.com> Sent: Tuesday, November 28, 2023 10:13 AM 1 To: Caseres, Luis <Lcaseres@miamigov.com> Subject: RE: Document Distribution - Amendment No. 1 - RFQ 21-22-021 - Wolfberg Alvarez & Partners Hi Luis, The document that you sent is not in color. Can you resend so that the signatures are visible as originals. ROSEMARY OLIVERA CITY CLERK'S OFFICE MIAMI CITY HALL 3500 PAN AMERICAN DRIVE MIAMI, FL 33133 305-250-5365 ROLIVERA@MIAMIGOV.COM From: Caseres, Luis <Lcaseres@miamigov.com> Sent: Tuesday, November 28, 2023 9:39 AM To: Ponassi Boutureira, Fernando <FPonassi@miamigov.com>; Badia, Hector <hbadia@miamigov.com>; Darrington, Marlo <mdarrington@miamigov.com>; Cabrera, Paola <PCabrera@miamigov.com>; Mora, Jorge <JMora@miamigov.com>; Hansen, Anthony <AMHansen@miamigov.com>; McGinnis, Lai -Wan <Imcginnis@miamigov.com> Cc: Cambridge, Susan <SCambridge@miamigov.com>; Velez, Pablo <pvelez@miamigov.com>; Hannon, Todd <thannon@miamigov.com>; Olivera, Rosemary <ROlivera@miamigov.com>; Lee, Denise <DLee@miamigov.com> Subject: Document Distribution - Amendment No. 1 - RFQ 21-22-021 - Wolfberg Alvarez & Partners Good morning 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. Paola You may now close this Matter ID 23- 2425 Todd Please find attached the fully executed copy of agreement that is to be considered an original agreement for your records. Document Type: Amendment No. 1 First Party: City of Miami Second Party: Wolfberg Alvarez & Partners Program/Purpose: City of Miami — Affordable Housing Development, 1251 SW 7th St. Effective Date: 11/28/2023 2 Best regards, C cuse re- Construction Procurement Assistant City of Miami Department of Procurement 444 SW 2nd Avenue, 6th Floor, Miami, FL 33130 'a (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. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. If you're not already a Vendor, click on or scan the QR Code to register as a new vendor for the City of Miami. 3