Resolution No. 2024-12 Selecting Walker Consultants for Facility Condition Assessment Services (RFP 23-08-25-2) - February 6, 2024 CITY OF AVENTURA RESOLUTION NO. 2024-12
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA,
FLORIDA, SELECTING WALKER CONSULTANTS FOR FACILITY CONDITION
ASSESSMENT SERVICES PURSUANT TO REQUEST FOR PROPOSAL NO.
23-08-25-2; AUTHORIZING THE CITY MANAGER TO EXECUTE THE
CONTRACT; PROVIDING FOR IMPLEMENTATION; PROVIDING FOR THE
APPROPRIATION AND ALLOCATION OF FUNDS; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the City of Aventura (the "City") issued a Request for Proposal No.
23-08-25-2 (the "RFP") for Facility Condition Assessment Services ("Services"); and
WHEREAS, seven sealed proposals were received by the RFP deadline; and
WHEREAS, on November 28, 2023, an Evaluation Committee appointed by the
City Manager evaluated the proposals and ranked Walker Consultants (the "Contractor")
as the highest ranked firm; and
WHEREAS, the City Manager recommended that the Contractor be selected to
provide the Services as further defined in the Staff Memorandum supporting this
Resolution; and
WHEREAS, the City Commission desires to select the Contractor to provide the
Services and authorize the City Manager to negotiate and enter into an agreement with
the Contractor, consistent with the Contractor's proposal attached hereto as Exhibit "A;"
and
WHEREAS, the City Commission finds that this Resolution is in the best interest
and welfare of the residents of the City.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA:
Section 1. That each of the above-stated recitals are hereby adopted, confirmed,
and incorporated herein.
Section 2. That the City Commission hereby selects the Contractor for the
Services.
Section 3. That the City Commission hereby authorizes the City Manager to
negotiate and execute an agreement with Contractor, consistent with the Contractor's
proposal attached hereto as Exhibit "A," and subject to the City Attorney's approval as to
form, content, and legal sufficiency.
Section 4. That the funds to be allocated and appropriated pursuant hereto and
City of Aventura Resolution No. 2024-12
for the purpose of carrying out the tenets of this Resolution shall be from Budget Line
Item Number 001-5401-541-4620.
Section 5. This Resolution shall become effective immediately upon its
adoption.
The foregoing Resolution was offered by Commissioner Dr. Marks, who moved its
adoption. The motion was seconded by Vice Mayor Kruss, and upon being put to a vote,
the vote was as follows:
Commissioner Amit Bloom Yes
Commissioner Rachel S. Friedland Yes
Commissioner Billy Joel Yes
Commissioner Dr. Linda Marks Yes
Commissioner Michael Stern Yes
Vice Mayor Paul A. Kruss Yes
Mayor Howard S. Weinberg Yes
PASSED AND ADOPTED this 6th day of February 6, 2024.
Per WARD S. WEINBERG, ES
O.
MAYOR
ATTEST:
ELLISA L. HORVAT MMC
CITY CLERK
APPROVED AS TO LEGAL SUFFICIENCY:
ROBERT MEYERS
CITY ATTORNEY
WEISS SEROTA HELFMAN COLE + BIERMAN, P.L.
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110 SE 6th Street,Suite 1420
WALKER Fort Lauderdale, FL 33301
CONSULTANTS
954.887.1237
walkerconsultants.com
January 30, 2024
Mr.Jake Ozyman, PE, PMP
Public Works &Transportation Director
City of Aventura
19200 W Country Club Drive
Aventura, FL 33180
Re: Proposal for Facility Condition Assessment Reports
Facilities Condition Assessment Services, City of Aventura, RFP#23-08-25-2
Aventura, Florida
Walker Project Number:28-001139.00
Dear Mr. Ozyman:
Walker Consultants (Walker) is pleased to submit to the City of Aventura our proposal for a Facility Condition
Assessment Report for parks and community facilities in Aventura, Florida.
Walker Consultants provides Facility Condition Assessments (FCAs) and reports for a variety of clients.Aimed at
building owners, developers, and investors who wish to gain an understanding of a facility's condition prior to a
potential real estate or financial transaction, the FCA outlines the overall condition of the facility, as well as the
property's general compliance with the Americans with Disabilities Act(ADA). We pride ourselves in having
provided clients with creative and practical solutions on thousands of projects. Our proven commitment to
meeting clients' needs has resulted in over 85% of our work being received from repeat clients.We look forward
to this opportunity to work with the City of Aventura.This proposal provides our understanding of the project,
project objectives, description of our proposed Scope of Services, schedule, professional fee, and Conditions of
Agreement.
WALKER Proposal for Facility Condition Assessment
CON $ U L T A N T S Prepared for the City of Aventura, Florida
January 30, 2024
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Project Understanding
No. Facility Name Address Function Square Footage
1 Government Center 19200 W Country Club Dr Administration/Policy 75,658
2 Government Center Garage 19200 W Country Club Dr Parking Garage 87,100
3 Community Recreation Center 3375 NE 1881"St Recreational 22,244
4 ACES-Elementary School 3333 NE 1881"St Elementary School 48,272
5 ACES-Middle School 3333 NE 1881"St Middle School 37,758
6 Arts&Cultural Center 3385 NE 1881"St Recreational 14,864
7 High School 3151 NE 2131"St High School 53,418
8 High School Gym 3152 NE 2131"St High School 63,668
9 Waterways Park Building 3301 NE 2131"St Recreational 4,140
10 Waterways Guard House 3301 NE 2131"St Recreational 42
11 Founders Park North Building 3105 NE 1901"St Recreational 1,030
12 Founders Park North Guard 3105 NE 1901"St Recreational 47
House
13 Founders Park Splash Pad Building 3105 NE 1901"St Recreational 274
14 Founders Park South Building 3106 NE 1901"St Recreational 613
15 Peace Park Restroom j 3200 NE 1881"St Recreational 64
16 Veterans Park Restroom 18375 NE 315t Ave Recreational 64
Scope of Services
Walker will perform a Base Facility Condition Assessment with ADA Uniform Abbreviated Screening Checklist in
general accordance with ASTM E2018-15. Any cost less than $3,000 minimum term cost will be considered as part
of operational cost and will not be included in our report.Assessment time frame is 10 years.
More specifically,we propose the following scope of services:
1. General FCA: Our Scope of Services will be in general accordance with ASTM E 2018—15, Standard Guide
for Property Condition Assessments:Baseline Property Condition Assessment Process and Walker's
Proposal. Walker personnel will visit the Property and conduct a walk-through survey to observe material
systems and components and identify physical deficiencies and any unusual features.Specific items of the
material building systems and components will include site, structure framing and building envelope,
roofing, plumbing, heating, air conditioning, electrical, life safety fire protection,vertical transportation,
interior elements, and general accessibility requirements.The scope also includes limited interviews with
onsite personnel, select tenants and/or a designated site contact, and review of publicly available
documents (base building certificate of occupancy, outstanding recorded material building and fire code
violations and zoning information).
2. Immediate Costs as defined byASTM E2018—1S: Document visually exposed items that require
immediate action as a result of any of the following: (1) material existing hazardous conditions, (2)
WALKER Proposal for Facility Condition Assessment
CON $ U L T A N T S Prepared for the City of Aventura, Florida
January 30, 2024
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material building or fire code violations, or(3) physical deficiencies that if left uncorrected would be
expected to result in or contribute to critical element or system failure within one year or results in a
significant escalation of its remedial cost.
3. Term Costs(during the Evaluation Period and as defined by ASTM E2018—15): Document visually
exposed items with physical deficiencies, such as deferred maintenance, which may not warrant
immediate attention, but require repairs or replacements that should be performed on a priority basis in
addition to routine preventive maintenance. Conditions that require repairs with a cost less than the
agreed minimum term cost are considered to be operational cost and are generally not included in the
Term Cost Table.
4. General Property Information:A Questionnaire will be provided to the client prior to our site visit
requesting information regarding the property.The questionnaire should be completed by personnel
knowledgeable about the site and familiar with maintenance records, prior repairs, if any, and known
distress or deficient conditions at the property.The completed Questionnaire may be reviewed with the
appropriate property representatives during the site visit. Document copies requested within this
Proposal and by the Questionnaire may be retained by Walker.The FCA Report may include brief
references to available and materials that are furnished to us, including information obtained through
interviews with the tenant representatives, property manager and/or maintenance personnel having
appropriate knowledge of the property.
5. Field Observations: Perform field observations limited to visible and readily accessible areas and do not
include in-depth, invasive, or destructive assessment of any building system or component. If during our
field observations we identify conditions that may require additional investigation and/or testing, we will
notify you prior to performing any additional services. Our field observations are limited to exposed
visible conditions without the need for any special equipment for up-close access. Also, our field
observations scope does not include performing any inspection openings or field testing. We request that
a maintenance staff or a building engineer familiar with this property and its maintenance/repair history
accompany us during our walk-through of the property.
6. Site: Note the general condition of site infrastructure and improvements which include site utilities,
drainage, paving, sidewalks, lighting, and landscaping.
Assessment of any recreational equipment and associated supporting structures is not included.
7. Structural Framing: Identify the general structural systems and note visible conditions that may suggest
possible structural defects or deteriorations. No structural calculations will be performed, and a complete
structural design review is not included in our scope of services.
8. Building Envelope: Observe and assess the type and condition of visually exposed and accessible materials
used in construction of the exterior building envelope. Our observations will include the exterior walls,
windows, doors, sealants, trim, and siding for overall condition and noted issues as to moisture
infiltration. Our assessment will be performed from the ground or roof.A forensic review of the exterior
WALKER Proposal for Facility Condition Assessment
CON $ U L T A N T S Prepared for the City of Aventura, Florida
January 30, 2024
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wall systems, if desired by the Client, can be performed as additional services and will be performed
under a separate agreement.
9. Roofing: Describe exposed roofing system(s) and related exposed components and provide an
assessment of general conditions based on our observations. We will attempt to observe the underside of
the roof system where exposed and representative attic spaces for evidence of leaks or distress.We will
not walk, or access pitched or steeply sloped roofs. It is the Client responsibility to confirm access to low-
slope roofs,which may require OSHA-approved portable ladders, as required.
10. Mechanical, Electrical, and Plumbing(MEP): Observe representative MEP equipment, record the types of
systems, and report the operational condition. Our observations will be the basis for recommend
replacements and/or repairs. No equipment will be dismantled, operated, or tested by Walker.
Walker will not assess commercial kitchen equipment.
11. Life Safety/Fire Protection Systems:Observe and identify the type of systems utilized for the property,
including fire alarms; sprinkler systems;fire extinguishers; smoke detectors; and emergency egress
lighting and signage.We will report on outside monitoring and service contracts and the inspection
history of these systems when reported.
12. Vertical Transportation: Observe and/or identify the type of systems in use, maintenance or service
contractor and report the operating condition. Our observations will be the basis for recommend
replacements and/or repairs.
13. Interior Finishes: Observe finishes and condition of common areas and a representative sampling of
tenant spaces and comment on needed replacements and/or repairs. Assessment is subject to access
provided. Walker will not assess fitness equipment.
14. Americans with Disabilities Act(ADA): Review the accessibility of public areas of the site and buildings as
defined by the American with Disabilities Act of 1990 (ADA) and subsequent revisions. Observations of
site and building public areas will be performed to note general conformance with applicable
requirements. Walker will utilize the Uniform Abbreviated Screening Checklist for the 2010 ADA found in
ASTM E2018-15 format as the basis of our review.
We will include an Accessibility Improvement Cost Estimate Table. Costs in this table typically do not
consider design, permitting or specialist consultant costs, or local code requirements.
15. Limited Local Agency Review: Walker will submit Freedom of Information Act requests to the local
Authority Having Jurisdiction to request a base building certificate of occupancy, outstanding building and
fire code violation information, and zoning information. Requests will typically be via email or on-line
municipal information request forms. If significant code deficiencies are noted, general recommendations
for modifications or additional assessment will be provided and may include an opinion of cost. Flood and
seismic zone information for the subject property will be noted.
WALKER Proposal for Facility Condition Assessment
CON $ U L T A N T S Prepared for the City of Aventura, Florida
January 30, 2024
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Responses to requests for information from government agencies and/or commercial databases may not
be received in a timely fashion for inclusion in our report and will be forwarded to the Client if deemed
significant.
16. Opinions of Probable Cost: Data obtained from Tasks 1 thru 15 will be utilized to develop opinions of
probable cost for recommended Immediate,Term and Accessibility conceptual repairs.The opinions of
cost will be provided in an exportable table format.
17. Written Report:A written FCA report of our findings, representative photos, conceptual repair
recommendations, and opinions of probable cost.The FCA Report will be prepared for the exclusive use
and reliance of the Client. No other party can rely on this Report without the written authorization of
both the Client and Walker.
Limitations
Our report will contain the professional opinions of Walker Consultants based on the conditions observed as of
the date of our site visit and documents made available to us by Client. This report is believed to be accurate
within the limitations of the stated methods for obtaining information.
We will provide our opinion of probable costs from visual observations. The opinion of probable repair costs is
based on available information at the time of our assessment and from our experience with similar projects.
There is no warranty to the accuracy of such cost opinions as compared to bids or actual costs.This condition
assessment and the recommendations therein are to be used by Client with additional fiscal and technical
judgment.
It should be noted that our recommendations are conceptual in nature and do not represent changes to the
original design intent. As a result,this report does not provide specific repair details or methods, construction
contract documents, material specifications, or details to develop the construction cost from a contractor.
Based on the proposed scope of services, the assessment will be based on certain assumptions made on the
existing conditions. Some of these assumptions may not be verifiable without expanding the scope of services or
performing more invasive assessment procedures. If needed, more detailed and invasive testing may be
proposed by Walker Consultants as an additional service upon written request from Client.
The recommended repair concepts outlined will represent current generally accepted technology. The provided
report will not provide any kind of guarantee or warranty on our findings and recommendations. Our assessment
will be based on and limited to the agreed scope of work. We do not intend, suggest, or imply that our
observation will or can discover or disclose latent conditions or will consider all possible improvement or repair
concepts.
Similarly, we will not review or evaluate the property for the presence of hazardous materials including, but not
limited to, asbestos and PCB.
Note that a Draft Report, if part of the scope, may differ from the Final Report based on continued consideration
of information and changes to our conclusions and recommendations.
�. WALKER Proposal for Facility Condition Assessment
CON $ U L T A N T S Prepared for the City of Aventura, Florida
January 30, 2024
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Schedule
Walker is prepared to commence the services described above within 20 days after receiving your formal
authorization to proceed. We anticipate that the field observations will be performed in a single 7-day visit.
Our draft reports will be provided within 30 business days of our site visit.
This schedule assumes that site access can be obtained within the timeframes noted above after receiving your
written authorization to proceed.
In order to help meet this schedule, please provide the site contact information including contact name, phone
number and email.
Name of Site Contact:
Phone Number:
Email:
Access and Information Request
1. To facilitate our site visit, the following items are requested:
2. Appropriate staff member(s) or knowledgeable party with access to all areas and roofs should accompany
us during our visit.
3. Prior to our site visit, arrange access as necessary to conduct our assessment.
4. Provide access to observe major systems and equipment as noted in our scope of services.
5. Provide access to all types of spaces, including but not limited to tenant areas, common areas,
maintenance and back-of-house areas, garages, representative attic spaces under sloped roofs (provide
all OSHA-approved portable ladders as needed), crawl spaces and basements.
6. Provide access to all low-slope roof areas.This may include OSHA-approved portable ladders as needed,
OR arrange for your roofer to be on-site, if necessary. Unlock roof hatches.
Prior to our site visit, please provide us with copies of the following if reasonably available:
1. Offering Memorandum.
2. Certificate(s) of Occupancy related prior reports or investigations, inspection reports and/or inspection
certificates.
3. Geotechnical Report.
4. As-Built construction drawings.
5. Dwelling Unit Plans (multifamily), leasing plans (retail and office), schematic site plan, Rent Roll, recent
capital expenditures or projects, planned capital projects and budgets, and proposals for major capital
expenditures.
6. Warranties in effect on major systems and equipment.
WALKER Proposal for Facility Condition Assessment
CONSULTANTS Prepared for the City of Aventura, Florida
January 30, 2024
Page 7
Professional Fee
Walker will perform the scope of services outlined above for a lump sum fee as listed below, including
reimbursable expenses.The terms and conditions shall be in accordance with the attached General Conditions of
Agreement.
No. Facility Name Fee
1 Government Center $ 15,370
2 Government Center Garage $8,650
3 Community Recreation Center $9,810
4 ACES-Elementary School $8,650
5 ACES-Middle School $8,650
6 Arts&Cultural Center $6,870
7 High School $8,650
8 High School Gym $6,970
9 Waterways Park Building $2,990
10 Waterways Guard House $680
11 Founders Park North Building $2,150
12 Founders Park North Guard House $680
13 Founders Park Splash Pad Building $890
14 Founders Park South Building $890
15 Peace Park Restroom $680
16 Veterans Park Restroom $680
Total Lump Sum Fee: $83,260
WALKER Proposal for Facility Condition Assessment
CON $ U L T A N T S Prepared for the City of Aventura, Florida
January 30, 2024
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Walker is dedicated to providing our clients with Engineering Services that meet project requirements and
deadlines. If you should have any additional questions, please do not hesitate to call, or email us.
Sincerely,
WALKER CONSULTANTS
S Fier booree, PE Armando Alvarez, PE
Director of Operations Senior Consultant
Enclosures General Conditions of Agreement
Authorization
Trusting that this meets with your approval, we ask that you sign in the space below to acknowledge your
acceptance of the terms contained herein, and to confirm your authorization for us to proceed. Please return one
signed original of this agreement for our records.
City of Aventura, Florida
Accepted by(Signature)
Printed Name
Title
Date
WALKER Proposal for Facility Condition Assessment
CONSULTANTS Prepared for the City of Aventura, Florida
January 30, 2024
Page 9
General Conditions of Agreement for Consulting Services
Services
Walker Consultants ("Walker") will provide the Client professional services that are limited to the work described
in the attached letter(the "services").Any additional services requested will be provided at our standard hourly
rates or for a mutually agreed lump sum fee.The services are provided solely in accordance with written
information and documents supplied by the Client and are limited to and furnished solely for the specific use
disclosed to us in writing by the Client. No third-party beneficiary is contemplated.
Payment for Services
Monthly Invoices
Walker will submit monthly invoices based on work completed plus reimbursable expenses. Reimbursable
expenses will be billed at 1.15 times the cost of travel and living expenses, purchase or rental of specialized
equipment, photographs and renderings, document reproduction, postage and delivery costs, communications
charges, additional service consultants, and other project related expenses.
Payment is due upon receipt of invoice. If for any reason the Client does not pay Walker within thirty(30) days of
date of invoice,Walker may, at its option, suspend or withhold services.The Client agrees to pay Walker a
monthly late charge of one and one-half percent(1.5%) per month of any unpaid balance of the invoice.
Payment Method
Walker's preferred method of payment is ACH.All payments should be made electronically to:
Truist Bank
ABA Routing Number 0210S20S3
Credit to the account of-Walker Consultants
Account Number 79S92337
Period of Service
In the event that no contract administration phase services are to be provided by Walker, services shall be
completed the earlier of(1)the date when final documents are accepted by the Client or(2)thirty days after final
documents are delivered to the Client. If contract administration phase services are provided by Walker, services
shall be complete upon the earlier of(1)the time of approval by Walker of final payment to the contractor or(2)
thirty(30) days after completion of the work designed by Walker.
Standard of Care
Walker will perform the services in a manner consistent with that degree of care and skill ordinarily exercised by
members of the same profession currently practicing under similar circumstances at the same time and in the
same or similar locality. Walker makes no warranty, express or implied, as to its professional services under this
agreement.
WALKER Proposal for Facility Condition Assessment
CON $ U L T A N T S Prepared for the City of Aventura, Florida
January 30, 2024
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Any estimates or projections provided by Walker will be premised in part upon assumptions provided by the
Client. Walker will not independently investigate the accuracy of the assumptions. Because of the inherent
uncertainty and probable variation of the assumptions, actual results will vary from estimated or projected results
and such variations may be material. As such, Walker makes no warranty or representation, express or implied, as
to the accuracy of the estimates or projections.
Limitation of Liability
To the maximum extent permitted by law, the Client agrees to limit Walker's liability for the Client's damages to
the sum of$10,000 or Walker's fee, whichever is greater.This limitation shall apply regardless of the cause of
action or legal theory pled or asserted.
Indemnification
Walker agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Client, its officers,
directors, and employees (collectively, Client) against all damages or liabilities, to the extent caused by Walker's
negligent performance of professional services under this Agreement and that of its subconsultants or anyone for
whom Walker is legally liable.
The Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless Walker, its officers,
directors, employees, and subconsultants (collectively Walker) against all damages or liabilities, to the extent
caused by the Client's negligent acts, errors, or omissions in connection with the Project as well as the acts,
errors, or omissions of its contractors, subcontractors, or consultants or anyone for whom the Client is legally
liable.
Neither the Client nor Walker shall be obligated to indemnify the other party in any manner whatsoever for the
other party's own negligence or for the negligence of others.
Ownership of Documents
Walker shall retain ownership of all reports, drawings, plans, specifications, electronic files, field data, notes,
calculations, and other documents and instruments prepared by Walker as instruments of service. Walker shall
retain all common law, statutory, and other reserved rights, including, without limitation, all copyrights thereto.
Any use for modifications or extensions of this work, for new projects, or for completion of this project by others
without Walker's written consent will be at the Client's sole risk.
Consequential Damages
The Client and Walker waive consequential damages for claims, disputes, or other matters in question, arising out
of or relating to this Agreement.
Dispute Resolution
This Agreement shall be governed by the laws of the Commonwealth, District, or State of the office performing
Walker's services. In addition to, and as a condition precedent to litigation, the Client and Walker shall endeavor
to resolve claims, disputes, and other matters in question between them by mediation, which, unless the parties
�. WALKER Proposal for Facility Condition Assessment
CON $ U L T A N T S Prepared for the City of Aventura, Florida
January 30, 2024
Page 11
mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its
Construction Industry Mediation Procedures in effect on the date of this Agreement. A request for mediation shall
be made in writing, delivered to the other party to this Agreement, and filed with the person or entity
administering the mediation.
The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the locality of
the Walker office performing services under this Agreement.
Non-Solicitation Clause
The Client agrees that it will not directly or indirectly solicit for employment any Walker employee providing
services on behalf of Client for a period of two years after the date of this agreement. Client agrees that a breach
of this provision would have material and adverse impacts on Walker's business and Client therefore agrees to
pay Walker an amount equal to two times the annual salary of any employee of Walker who accepts a position
with Client within such two-year period, in addition to all other rights and remedies available to Walker.
Proprietary Information
The information contained in this proposal is confidential, privileged, and only for the Client and may not be
shared, published, or redistributed without prior written permission from Walker Consultants.
AGREEMENT BETWEEN
THE CITY OF AVENTURA
AND
WALKER CONSULTANTS, INC.
THIS AGREEMENTI (this "Agreement") is made effective as of the t l-"` day
of N\a r . n , 2024 (the "Effective Date"), by and between the CITY OF
AVENTURA, FLORIDA, a Florida municipal corporation, (the "City"), and WALKER
CONSULTANTS, INC. , a Michigan corporation authorized to transact business in the
State of Florida (hereinafter, the "Consultant").
WHEREAS, the City desires certain Facility Condition Assessment Services;
and
WHEREAS, the Consultant will perform Facility Condition Assessment Services
on behalf of the City (the "Services"); and
WHEREAS, the Consultant and City, through mutual negotiation, have agreed
upon a fee for the Services; and
WHEREAS, the City desires to engage the Consultant to perform the Services
and provide the deliverables as specified below.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the Consultant and the City agree as follows:
1. Scope of Services.
1.1.The Consultant shall furnish the Services defined by the City's Request for
Proposal No. 23-08-25-2 Facilities Condition Assessment Services dated July
17, 2023 attached hereto as Exhibit "A", Consultant's Qualification Proposal
dated September 11, 2023 attached hereto as Exhibit "B", Consultant's Fee
Proposal dated January 30, 2024 attached hereto as Exhibit "C", and are
incorporated herein by reference.
1.2.The Consultant shall furnish all reports, documents, and information obtained
pursuant to this Agreement, and recommendations during the term of this
Agreement (hereinafter "Deliverables") to the City.
1.3.The Consultant shall abide by the terms and requirements of the RFP, as though
fully set forth herein.
2. Term/Commencement Date.
2.1.The term of this Agreement shall be from the Effective Date through 1 year
thereafter, unless earlier terminated in accordance with Paragraph 8.
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2.2.Consultant shall complete the Services within terms of this Agreement, unless
extended by the City Manager.
3. Compensation and Payment.
3.1. Compensation for Services provided by Consultant shall be in accordance with the
approved cost set forth in the Consultant's Fee Proposal attached hereto as Exhibit
"C„
3.2.There will not be any fees charged to City by Consultant for travel, per diem, or
subsistence expenses, or travel time, unless specifically authorized in writing in
advance by City.
3.3.All required copies of documents will be furnished to City at no additional cost.
3.4.Consultant shall deliver an invoice to City no more often than once per month
detailing Services completed and the amount due to Consultant under this
Agreement. Fees shall be paid in arrears each month, pursuant to Consultant's
invoice, which shall be based upon the percentage of work completed for each
task invoiced. The City shall pay the Consultant in accordance with the Florida
Prompt Payment Act after approval and acceptance of the Services by the City
Manager.
3.5.Consultant's invoices must contain the following information for prompt payment:
3.5.1. Name and address of the Consultant;
3.5.2. Purchase Order number;
3.5.3. Contract number;
3.5.4. Date of invoice;
3.5.5. Invoice number (Invoice numbers cannot be repeated. Repeated invoice
numbers will be rejected);
3.5.6. Name and type of Services;
3.5.7. Timeframe covered by the invoice; and
3.5.8. Total value of invoice.
Failure to include the above information will result in the delay of payment or
rejection of the invoice.
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4. Sub-Consultants.
4.1.The Consultant shall be responsible for all payments to any sub-Consultants and
shall maintain responsibility for all work related to the Services.
4.2.Consultant may only utilize the services of a particular sub-Consultant with the
prior written approval of the City Manager, which approval may be granted or
withheld in the City Manager's sole and absolute discretion.
5. Citv's Responsibilities.
5.1.City shall make available any maps, plans, existing studies, reports, staff and
representatives, and other data pertinent to the Services and in possession of
the City, and provide criteria requested by Consultant to assist Consultant in
performing the Services. Consultant shall be entitled to rely on the accuracy and
completeness of information furnished by the City.
5.2.Upon Consultant's request, City shall reasonably cooperate in arranging access
to public information that may be required for Consultant to perform the Services.
6. Consultant's Responsibilities..
6.1.The Consultant shall exercise the same degree of care, skill and diligence in
the performance of the Services as is ordinarily exercised by members of the
same profession currently practicing under similar circumstances at the same
time and in the same or similar locality (the "Standard of Care"). Consultant
makes and provides no warranty (express, implied or otherwise) as to the
Services If at any time during the term of this Agreement or within two (2) years
from the completion of this Agreement, it is determined that the Consultant's
Deliverables or Services are incorrect, not properly rendered, defective, or fail
to conform to City requests, the Consultant shall at Consultant's sole expense,
immediately correct its Deliverables or Services.
6.2.The Consultant represents that at all times during the term of this Agreement it
shall maintain in good standing all required licenses, certifications and permits
required under Federal, State and local laws applicable to and necessary to
perform the Services for City as an independent Consultant of the City. Consultant
further represents that it has the required knowledge, expertise, and experience
to perform the Services and carry out its obligations under this Agreement in a
professional manner.
6.3.The Consultant represents that is an entity validly existing and in good standing
under the laws of Florida. The execution, delivery and performance of this
Agreement by Consultant have been duly authorized, and this Agreement is
binding on Consultant and enforceable against Consultant in accordance with
its terms. No consent of any other person or entity to such execution, delivery
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and performance is required.
7. Conflict of Interest.
7.1.To avoid any conflict of interest or any appearance thereof, Consultant shall
not, for the term of this Agreement, provide any consulting services to any
private sector entities (developers, corporations, real estate investors, etc.),
with any current, or foreseeable, adversarial issues in the City.
8. Termination.
8.1.The City Manager, without cause, may terminate this Agreement upon five (5)
calendar days' written notice to the Consultant, or immediately with cause.
8.2.Upon receipt of the City's written notice of termination, Consultant shall
immediately stop work on the project unless directed otherwise by the City
Manager.
8.3.In the event of termination by the City, the Consultant shall be paid for all work
accepted by the City Manager up to the date of termination, provided that the
Consultant has first complied with the provisions of Paragraph 8.4.
8.4.The Consultant shall transfer all books, records, reports, working drafts,
documents, maps, and data pertaining to the Services and the project to the
City, in a hard copy and electronic format within fourteen (14) days from the
date of the written notice of termination or the date of expiration of this
Agreement.
8.5.The Consultant shall have the right to terminate this Agreement for cause upon
seven (7) calendar days' written notice to the City, and Consultant shall be paid
all sums due under this Agreement up to the date of termination.
9. Insurance.
9.1.Consultant shall secure and maintain throughout the duration of this agreement
insurance of such types and in such amounts not less than those specified
below as satisfactory to City, naming the City as an Additional Insured,
underwritten by a firm rated A-X or better by A.M. Best and qualified to do
business in the State of Florida. The insurance coverage shall be primary
insurance with respect to the City, its officials, employees, agents, and
volunteers naming the City as additional insured. Any insurance maintained by
the City shall be in excess of the Consultant's insurance and shall not contribute
to the Consultant's insurance. The insurance coverages shall include at a
minimum the amounts set forth in this section and may be increased by the City
as it deems necessary or prudent.
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9.1.1. Commercial General Liability coverage with limits of liability of not less than a
$1,000,000 per Occurrence combined single limit for Bodily Injury and
Property Damage. This Liability Insurance shall also include Completed
Operations and Product Liability coverages and eliminate the exclusion with
respect to property under the care, custody and control of Consultant. The
General Aggregate Liability limit and the Products/Completed Operations
Liability Aggregate limit shall be in the amount of$2,000,000 each.
9.1.2. Workers Compensation and Employer's Liability insurance, to apply for
all employees for statutory limits as required by applicable State and
Federal laws. The policy(ies) must include Employer's Liability with
minimum limits of $1 ,000,000.00 each accident. No employee, sub-
consultant or agent of the Consultant shall be allowed to provide Services
pursuant to this Agreement who is not covered by Worker's Compensation
insurance.
9.1.3. Business Automobile Liability with minimum limits of $1,000,000 per
occurrence, combined single limit for Bodily Injury and Property Damage.
Coverage must be afforded on a form no more restrictive than the latest
edition of the Business Automobile Liability policy, without restrictive
endorsements, as filed by the Insurance Service Office, and must include
Owned, Hired, and Non-Owned Vehicles.
9.1.4. Professional Liability Insurance in an amount of not less than One Million
Dollars ($1 ,000,000.00) per occurrence, single limit.
9.2.Certificate of Insurance. Certificates of Insurance shall be provided to the City,
reflecting the City as an Additional Insured (except with respect to Professional
Liability Insurance and Worker's Compensation Insurance), no later than ten
(10) days after award of this Agreement and prior to the execution of this
Agreement by City and prior to commencing Services. Each certificate shall
include no less than (30) thirty-day advance written notice to City prior to
cancellation, termination, or material alteration of said policies or insurance. The
Consultant shall be responsible for assuring that the insurance certificates
required by this Section remain in full force and effect for the duration of this
Agreement, including any extensions or renewals that may be granted by the
City. The Certificates of Insurance shall not only name the types of policy(ies)
provided, but also shall refer specifically to this Agreement and shall state that
such insurance is as required by this Agreement. The City reserves the right to
inspect and return a certified copy of such policies, upon written request by the
City. If a policy is due to expire prior to the completion of the Services, renewal
Certificates of Insurance shall be furnished thirty (30) calendar days prior to the
date of their policy expiration. Each policy certificate shall be endorsed with a
provision that not less than thirty (30) calendar days' written notice shall be
provided to the City before any policy or coverage is cancelled or restricted.
Acceptance of the Certificate(s) is subject to approval of the City.
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9.3.Additional Insured. Except with respect to Professional Liability Insurance and
Worker's Compensation Insurance, the City is to be specifically included as an
Additional Insured for the liability of the City resulting from Services performed
by or on behalf of the Consultant in performance of this Agreement. The
Consultant's insurance, including that applicable to the City as an Additional
Insured, shall apply on a primary basis and any other insurance maintained by
the City shall be in excess of and shall not contribute to the Consultant's
insurance. The Consultant's insurance shall contain a severability of interest
provision providing that, except with respect to the total limits of liability, the
insurance shall apply to each Insured or Additional Insured (for applicable
policies) in the same manner as if separate policies had been issued to each.
9.4.Deductibles. All deductibles or self-insured retentions must be declared to and
be reasonably approved by the City. The Consultant shall be responsible for the
payment of any deductible or self-insured retentions in the event of any claim.
9.5.The provisions of this section shall survive termination of this Agreement.
10.Nondiscriminaliign. During the term of this Agreement, Consultant shall not
discriminate against any of its employees or applicants for employment because of
their race, color, religion, sex, or national origin, and will abide by all Federal and
State laws regarding nondiscrimination.
11.Attorney's Fees and Waiver of Jury Trial.
11.1. In the event of any litigation arising out of this Agreement, the prevailing
party shall be entitled to recover its attorneys' fees and costs, including the fees
and expenses of any paralegals, law clerks and legal assistants, and including
fees and expenses charged for representation at both the trial and appellate
levels.
11.2. IN THE EVENT OF ANY LITIGATION ARISING OUT OF THIS
AGREEMENT, EACH PARTY HEREBY KNOWINGLY, IRREVOCABLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO TRIAL BY
JURY.
12.indemnification.
12.1. Consultant shall indemnify and hold harmless the City, its officers, agents
and employees, from and against any and all demands, claims, losses, suits,
liabilities, causes of action, judgment or damages, arising from Consultant's
negligent performance of professional services under this Agreement,
including, but not limited to, liabilities arising from contracts between the
Consultant and third parties made pursuant to this Agreement. Consultant shall
reimburse the City for all its expenses including reasonable attorneys' fees and
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costs incurred in and about the defense of any such claim or investigation and
for any judgment or damages arising from Consultant's performance or non-
performance of this Agreement.
12.2. Nothing herein is intended to serve as a waiver of sovereign immunity by
the City nor shall anything included herein be construed as consent to be sued
by third parties in any matter arising out of this Agreement or any other contract.
The City is subject to section 768.28, Florida Statutes, as may be amended from
time to time.
12.3. The provisions of this section shall survive termination of this Agreement.
13.Notices/Authorized Representatives. Any notices required by this Agreement
shall be in writing and shall be deemed to have been properly given if transmitted
by hand-delivery, by registered or certified mail with postage prepaid return receipt
requested, or by a private postal service, addressed to the parties (or their
successors) at the addresses listed on the signature page of this Agreement or such
other address as the party may have designated by proper notice.
14.Governing Law and Venue. This Agreement shall be construed in accordance with
and governed by the laws of the State of Florida. Venue for any proceedings arising
out of this Agreement shall be proper exclusively in Miami-Dade County, Florida.
15.Entire Agreement/Modification/Amendment.
15.1. This writing contains the entire Agreement of the parties and supersedes
any prior oral or written representations. No representations were made or
relied upon by either party, other than those that are expressly set forth herein.
15.2. No agent, employee, or other representative of either party is empowered
to modify or amend the terms of this Agreement, unless executed with the same
formality as this document.
16.Ownershio and Access to Records and Audits.
16.1. Consultant acknowledges that all inventions, innovations, improvements,
developments, methods, designs, analyses, drawings, reports, compiled
information, and all similar or related information (whether patentable or not)
which relate to Services to the City which are conceived, developed or made by
Consultant during the term of this Agreement ("Work Product") belong to the
City. Consultant shall promptly disclose such Work Product to the City and
perform all actions reasonably requested by the City(whether during or after the
term of this Agreement) to establish and confirm such ownership (including,
without limitation, assignments, powers of attorney and other instruments). Pre-
existing materials, including pre-existing details, specifications, software,
inventions, copyrights, patents, trade secrets, trademarks and other proprietary
Page 7 of 12
rights, including ideas, concepts and knowhow of the Consultant, that existed
before the commencement of the Services and which are included in the Services
and/or Deliverables of the Consultant under this Agreement(collectively, the Pre-
Existing Materials), shall remain the property of the Consultant.
16.2. Consultant agrees to keep and maintain public records in Consultant's
possession or control in connection with Consultant's performance under this
Agreement. The City Manager or her designee shall, during the term of this
Agreement and for a period of three (3) years from the date of termination of
this Agreement, have access to and the right to examine and audit any records
of the Consultant involving transactions related to this Agreement. Consultant
additionally agrees to comply specifically with the provisions of Section
119.0701, Florida Statutes. Consultant shall 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, and following completion of the Agreement until the records are
transferred to the City.
16.3. Upon request from the City's custodian of public records, Consultant shall
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 by Chapter 119, Florida Statutes, or as otherwise provided by law.
16.4. Unless otherwise provided by law, and subject to paragraph 16.1 of this
Agreement, any and all records, including but not limited to reports, surveys, and
other data and documents provided or created in connection with this Agreement
are and shall remain the property of the City.
16.5. Upon completion of this Agreement or in the event of termination by either
party, any and all public records relating to the Agreement in the possession of
the Consultant shall be delivered by the Consultant to the City Manager, at no
cost to the City, within seven (7) days. All such public records stored
electronically by Consultant shall be delivered to the City in a format that is
compatible with the City's information technology systems. Once the public
records have been delivered upon completion or termination of this Agreement,
the Consultant shall destroy any and all duplicate public records that are exempt
or confidential and exempt from public records disclosure requirements. Nothing
herein shall be construed to require Consultant to destroy any documents related
to this Agreement or the performance of the Services under this Agreement,
except as otherwise strictly required by law.
16.6. Any compensation due to Consultant shall be withheld until all such public
records are received as provided herein.
16.7. Consultant's failure or refusal to comply with the provisions of this section
shall result in the immediate termination of this Agreement by the City.
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16.8. Notice Pursuant to Section 119.0701(2)(a), Florida Statutes. 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 CUSTODIAN OF PUBLIC RECORDS.
Custodian of Records: Ellisa L. Horvath, MMC
Mailing address: 19200 West Country Club Drive
Aventura, FL 33180
Telephone number: 305-466-8901
Email: horvathI(a�cityofaventura.com
17.Limitation of Liability. In recognition of the relative risks and benefits of this
Agreement and the Services to both the City and the Consultant, the risks have been
allocated such that the City agrees, to the fullest extent permitted by law, to limit the
liability of the Consultant and its officers, directors, employees, and sub-consultants,
for any and all claims, losses, costs, damages of any nature whatsoever or claims
expenses from any cause or causes, including attorney's fees and costs, so that the
total aggregate liability of the Consultant and its officers, directors, employees, and
sub-consultants shall not exceed $100,000, or the Consultant's total fee for Services
rendered on this Project, whichever is greater. It is intended that this limitation apply
to any and all liability or cause of action however alleged or arising, unless otherwise
prohibited by law.
18.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
the City or the Consultant. The Services under this Agreement are being performed
solely for the City's benefit, and no other party or entity shall have any claim against
the Consultant because of this Agreement or the performance of the Services
hereunder.
19.Waiver of Consequential Damages. The Consultant and City waive consequential
damages for claims, disputes or other matters in question arising out of or relating to
this Agreement. This mutual waiver is applicable, without limitation, to all
consequential damages due to either party's termination of this Agreement.
20.Nonassignability. This Agreement shall not be assignable by Consultant unless
such assignment is first approved by the City Manager. The City is relying upon the
apparent qualifications and expertise of the Consultant, and such firm's familiarity
with the City's area, circumstances and desires.
21.Severability. If any term or provision of this Agreement shall to any extent be held
invalid or unenforceable, the remainder of this Agreement shall not be affected
thereby, and each remaining term and provision of this Agreement shall be valid and
be enforceable to the fullest extent permitted by law.
Page 9 of 12
22.Indeaendent Consultant. The Consultant and its employees, volunteers and agents
shall be and remain an independent Consultant and not an agent or employee of the
City with respect to all of the acts and services performed by and under the terms of
this Agreement. This Agreement shall not in any way be construed to create a
partnership, association or any other kind of joint undertaking, enterprise or venture
between the parties.
23.Comoliance with Laws. The Consultant shall comply with all applicable laws,
ordinances, rules, regulations, and lawful orders of public authorities in carrying out
Services under this Agreement, and in particular shall obtain all required permits from
all jurisdictional agencies to perform the Services under this Agreement at its own
expense.
24.Waiver. The failure of either party to this Agreement to object to or to take affirmative
action with respect to any conduct of the other which is in violation of the terms of
this Agreement shall not be construed as a waiver of the violation or breach, or of any
future violation, breach or wrongful conduct.
25.Survival of Provisions. Any terms or conditions of either this Agreement that require
acts beyond the date of the term of the Agreement, shall survive termination of the
Agreement, shall remain in full force and effect unless and until the terms or
conditions are completed and shall be fully enforceable by either party.
26.Prohibition of Continaencv Fees. The Consultant warrants that it has not
employed or retained any company or person, other than a bona fide employee
working solely for the Consultant, to solicit or secure this Agreement, and that it has
not paid or agreed to pay any person(s), company, corporation, individual or firm,
other than a bona fide employee working solely for the Consultant, any fee,
commission, percentage, gift, or any other consideration, contingent upon or
resulting from the award or making of this Agreement.
27.Public Entity Crimes Affidavit. Consultant shall comply with Section 287.133,
Florida Statutes (Public Entity Crimes Statute), notification of which is hereby
incorporated herein by reference, including execution of any required affidavit.
28.Counterparts. This Agreement may be executed in several counterparts, each of
which shall be deemed an original and such counterparts shall constitute one and
the same instrument.
29.Conflicts. In the event of a conflict or discrepancy between the terms of this
Agreement and any exhibits or attachments hereto, the terms of this Agreement shall
control. This includes, but is not limited to, terms in any exhibits or attachments
regarding performance standards, compensation, termination, disputes,
indemnification, insurance and attorney's fees.
Page 10 of 12
30.E-Verify Affidavit. In accordance with Section 448.095, Florida Statutes, the CITY
requires all Consultants doing business with the City to register with and use the E-
Verify system to verify the work authorization status of all newly hired employees.
The City will not enter into a contract unless each party to the contract registers with
and uses the E-Verify system. The contracting entity must provide of its proof of
enrollment in E-Verify. For instructions on how to provide proof of the contracting
entity's participation/enrollment in E-Verify, please visit:
https://www.everify.gov/faq/how-do-i-provide-proof-of-my-participationenrollment-in-
e-verify. By entering into this Agreement, the Consultant acknowledges that it has
read Section 448.095, Florida Statutes; will comply with the E-Verify requirements
imposed by Section 448.095, Florida Statutes, including but not limited to obtaining
E-Verify affidavits from sub-consultants; and has executed the required affidavit
attached hereto and incorporated herein.
[Remainder of page intentionally left blank. Signature pages follow.]
Page 11 of 12
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year as first stated above.
CITY OF AVENTURA
By: Vii—
Ronald . Wass n
City Manager
* : l_ :
'Jy A �•i
Attest: , D�„#LO �J` `� Approved as to legal form:
�. _- �cf`
<<ry o� V sect " —
By: By:
Ellisa L. Horvath, MMC j--...- City Attorney
City Clerk
CONSULTANT
ia.n.,..„...s.b_.
Sepehr Saboor '"""°"�""""'WT3G10I6y: roaioiezeosra
Printed Name: Sepehr Sabooree
Title: Director of Operations
Date: 3/6/2024
i
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