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HomeMy WebLinkAboutAmendment No. 1 STA Architectural Group~aa~~~~~ ~'~` s /o~o ~ - C 7 O AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND STA ARCHITECTURAL GROUP, DATED MAY 10, 2006 FOR THE PROVISION OF ADDITIONAL PROFESSIONAL SERVICES IN AN AMOUNT NOT-TO-EXCEED $23,800 FOR THE 10T" STREET AUDITORIUM /BEACH PATROL HEADQUARTERS PROJECT. T i Amendment No. 1 to the Agreement made and entered this d~4~~'day of tK-- 2008, by and between the CITY OF MIAMI BEACH, a Municipal Corporation existing under the laws of the State of Florida (hereinafter referred to as CITY), having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida 33139, and STA ARCHITECTURAL GROUP, INC., a Florida corporation, having its offices at 3526 North Miami Avenue, Miami Florida, 33127 (hereinafter referred to as Consultant). RECITALS WHEREAS, pursuant to Request for Qualifications (RFQ) No. 41-99/00, the Mayor and City Commission adopted Resolution No. 2006-26194 on May 10, 2006, approving and authorizing the Mayor and City Clerk to execute an Agreement with the Consultant for Professional Architecture and Engineering Services for the 10th Street Auditorium /Beach Patrol Headquarters Project (the Agreement); and WHEREAS, the Agreement provides for the detailed planning, design, permitting, bidding /award and construction administration services for the Project; and WHEREAS, the Agreement was executed for anot-to-exceed amount of $775,925; and WHEREAS, the following Amendment No. 1 to the Agreement is forthe provision of a threshold structural inspector to conduct structural inspections and augercast pile testing observation, and not included in the original scope of work; and WHEREAS, the aforestated work, asset forth in the following Amendment No. 1, is for a not to exceed amount of $23,800. NOW, THEREFORE, the parties hereto, and in consideration of the mutual promises, covenants, agreements, terms, and conditions herein contained, and other good and valuable consideration, the respect and adequacy are hereby acknowledged, do agree as follows: ABOVE RECITALS The above recitals are true and correct and are incorporated as a part of this Amendment No. 1. 2. MODIFICATIONS The Agreement is amended to include and incorporate the additional work, as set forth in Schedule "A-1 ", attached hereto. 3. OTHER PROVISIONS. All other provisions of the Agreement, as amended, are unchanged. 4. RATIFICATION. The City and Consultant ratify the terms of the Agreement, as amended by this Amendment No. 1. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed in their names by their duly authorized officials as of the date first set forth above. ATTEST: ~~', ~"`~ City Clerk Robert Parcher CITY OF MIAMI Uor~ E. Chartrand, Director ~ Ca ital Improvement Projects Office ATTEST Signature Print Name /Title CONSULTANT: STA ARCHITECTURAL GROUP, INC. Signa e To e o Ti~cG-as {1 ~y .P. Print Name /Title APPROVED AS TO FORM & LANGUAGE & FOg,EXECUTION ~~ ~~ a~ ~ at SCHEDULE A-1 1. SCOPE OF SERVICES Schedule "A" entitled, "Scope of Services", is amended as follows: ADD the following under Task 6 -ADDITIONAL SERVICES The CONSULTANT shall furnish additional services associated with the 10'h Street Auditorium /Beach Patrol Headquarters Project (Project) as noted below Task 6.1 - Augercast Pile Testing Observation and Review The CONSULTANT shall observe the test pile installation, observe PSI performing the load testing of the piles and review the PSI report of the test results. The City negotiated an additional service fee of $1,300 for this additional work. Task 6.2 -Threshold Structural Inspections The CONSULTANT shall provide Threshold Inspection Services, in accordance with Section 553.79 (5) of the Florida Statutes, and the Miami Beach Building Department. One or more site representatives shall be provided on a continuous basis, and inspection reports shall be prepared on a daily basis. Any work being observed that does not conform to the Contract Documents, or if work has been damaged, or does not meet the requirements of any inspection and/or test required, shall be noticed in the report. Should the Contractor fail to rectify the problem, the Threshold Inspector shall promptly and in writing notify the Owner and the Building Department so that appropriate course of action be taken. The City negotiated an additional service fee of $22,500 for this additional work. 2. TIME OF COMPLETION The additional services contemplated by this Amendment No. 1 are anticipated to be completed by March 2008. 3. PAYMENT AND COMPENSATION The total fee proposed for the scope of work pursuant to this Amendment No. 1 shall be on anot-to-exceed basis, in the amount of $23,800. Compensation: • Original Agreement amount $775,925. • Amendment No. 1 (Pile testing observation and review and threshold inspections) amount 23 800. • Revised Agreement amount total 799 725. M E M O R A N D U M DATE 109.08.2008 Thais Vieira -Construction Manager PAGE 11 PROJEC 10`h Street Auditorium /Beach Patrol Headquarters NAM RE~ Additional service request FILE #~ 2009 C.C.~ File Dear Thais, OF I 1 2 0 0 8 FROM CIP-City of Miami Beach 777 17th Street Suite 201 Miami Beach, FL 33139 T: 305.673.7071 This letter is to request your approval to the following additional services relate to 10`h St. Auditorium project: • Observing Augercast Pile Testing to be performed by Kaco Kaderabek Company (proposal is attached) • Threshold Inspection Services to be performed by Optimus Structural Design LLC (proposal is attached) The above additional services were not part of the original contact. Please review and contact me if you have any questions. Regards, Ofer Shtark, LEED® -AP STA ARCHITECTURAL GROUP 3526 North Miami Avenue Miami, Florida 33127 t: 305.571.1811 x 219 f: 305.571.1821 www. s taarchitec turalgroup. com KACO K A D E R A B E K COMPANY . Geo[ochnical engineering • Foundation Engineering • Construction Materials "lusting • Soil Borings/Monitor Wells Thomas J. Kaderabek, F.E. 9565 fVW 40th Strout Rd. Phone: 305/666-3563 Barry R. QoJdstein, P.E. Miami, Florida 33178 Fax: 305/666-3069 August 25, 2008 Mr. Ofer Shtark STA Architectural Group 3526 North Miami Avenue Miami, Florida 33127 Re: Proposal for Observing Augercast Pile Testing Proposed Renovations at 10t" Street Auditorium 10t" Stree# & Ocean Drive, Miami Beach, Florida KACO Proposal No. 08-275 revised Dear Mr. Shtark: We are pleased to submit this revised proposal in response to recent request. This Proposal describes our understanding of the project, outlines anticipated subsurface conditions, lists a purpose for our work, suggests a specific scope of work, and presents our compensation. We understand that PSI will perform the testing and KACO is to observe the testing and provide comment on the report published b~PSI. PROJECT INFORMATION The 10t" Street Auditorium is located on the east side of Ocean Drive across from 10t'' Street in Miami Beach, Florida. We understand that portions of the 2-level structure will be renovated. This will include the addition of new columns and foundations to support the columns. Based on the survey data provided, existing site grades surrounding the structure are on the order of elevation +7 to +8 feet NGVD. Ground conditions for this phase of the work were explored with two (2) soil test borings and one {1) drainage test. Groundwater was encountered at the time of drilling at an elevation of about +0 to +1 feet NGVD. Based on the test borings, the following generalized subsurface conditions were discovered: Laver 1 - A 20 foot thick layer of Sand Layer 2 - A 20+ foot thick layer of Limestone We understand from Optimus Structural Design LLC, project Structural Engineer, that the preferred foundation system to support the construction is piles. We recommend that augercast piles be considered. For augercast piles founded with a tip elevation of -24 feet NGVD, we estimate allowable compression capacities of 115 tons and 160 tons are possible for a pile diameter of 14-inch and 18-inch respec#ively. Based on the anticipated structural loading conditions and soil profile, we estimate the pile supported struc#ure will settle about 1/2-inch. Mr. Ofer Shtark STA Architectural Group August 25, 2008 Page 2 We understand the City of Miami Beach has retained PSI to perform the testing. You have requested that KACO observe the testing, review the results and review the PSI report of the load test results. We have not received any related construction documents (plans or specifications} PURPOSE The purpose of our services on this project will be to observe the test pile installation, observe PSI performing the load testing of the piles and review the PSI report of the test results. PROPOSED SCOPE OF SERVICES 1. A Professional Engineer will oversee KACO's field personnel involved with the test pile installation and load testing portion of this scope. 2. An Engineering Technician from our office will observe the installation of the compression #est pile for the project. A log of each pile installed will be prepared and reported in typewritten format. 3. We understand that PSI will perform the load test. We assume that the load test will be performed using standard tap loaded test set-up. We understand that no tension or lateral test is to be pertormed. 4. Once the test pile have achieved the required compressive strength, PSI we perform the pile compression load test in general accordance with ASTM Procedures D 1143. We have assumed that the foundation subcontractor will furnish test beams and a calibrated hydraulic jack in order to apply the test load to the head of the pile. The specialty foundation contractor will also level the head of the pile and position the hydraulic jack. 5. ICACO will observe various portions of PSI performing the load testing. 6. PSI will submit a written report with the results of the pile load test program. ICACO will review the PSI report and provide an opinion on the report findings. The work performed by KACO will be signed and sealed by a Professional Engineer registered in the State of Florida. COMPENSATION We can complete the scope of work described above for the lump sum fee of $1,300 per load test. We assume that only a compression load test is to be performed. KAC O KADERABEK COMPANY Mr. Ofer Shtark Augus# 25, 2008 STA Architectural Group Page 3 AUTHORIZATION AND SCHEDULE We can begin field work on this project 1 week following receipt of written authorization. The attached Professional Services Agreement should be completed to serve as our written authorization to proceed. CLOSURE We took forward to an opportunity to work on this project. If you have questions about information contained in this Proposal, contact the writer at 305/666-3563. Sincerely, r ~~ ERAl3 C MP NY ~~,, ~' arry R. G dste n, Vice President Attachments: Professional Services Agreement (3 pages) Distribution: Original to Addressee via U.S. Mail Copy via E-mail Copy to KACO File 08.276-101h 3treel Auddorium-3TA Archlleds-NHaml Seadi-Pile Test-0&26-08.doc KAY O KADERABEK COMPANY KADERABEK COMPANY PROFESSIONAL SERVICES AGREEMENT PAGE 1 OF 3 THE AGREEMENT This agreement is made by and between Kaderabek Company, hereinafter referred to as KACO, and the Client as identified an the last page of this agreement. The agreement between the parties consists of this agreement, the attached proposal identified by the proposal number, shown in this agreement, and any exhibits or attachments noted in the proposal. Together, these elements will constitute the entire agreement superseding any and all prior negotiations, correspondence, or agreements either written or oral. Any changes fo this agreement must be mutually agreed to in writing. STANDARD OF CgRE CLIENT recognizes that subsurface conditions may vary from those observed at locations where borings, surveys, or explorations are made, and that site conditions may change with time. Data, interpretations, and recommendations by KACO will be based solely on Information available to KACO. KACO is responsible for those data, interpretations, and recommendations, but will not be responsible for other parties' Interpretations or use of the information developed. Services performed by KACO under this agreement, are expected by CLIENT to be conducted in a manner consistent with the level of care and skill ordinarily exercised by members of the engineering profession practicing contemporaneously under similar conditions in the locality of the project. Under no circumstance is any warranty, expressed or implied, made in connection with the providing of engineering services. 31TE ACCESS AND SITE CONDITIONS CLIENT will grant or obtain free access to the site for all equipment and personnel necessary for KACO to perform the work set forth in this agreement. CLIENT will notify any and all possessors of the project site that CLIENT has granted KACO free access to the site. KACO will take reasonable precautions to minimize damage to the site, but it is understood by CLIENT that, in the normal course of work, some damage may occur and the correction of such damage is not part of this agreement unless so specified in the proposal. CLIENT is responsible for accurately delineating the locations of all subterranean structures and utilities. KACO will take reasonable precautions to avoid known subterranean structures, and CLIENT waives any claim against KACO and agrees to defend, indemnity, and hold KACO harmless from any claim or liability for injury or loss, including costs of defense, arising from damage done to subterranean structures and utilities not Identified or accurately located. In addition, CLIENT agrees to compensate KACO for any time spent or expenses incurred by KACO in defense of any such claim, with compensation to be based upon KACO prevailing fee schedule and expense reimbursement policy. SAMPLE DISPOSAL KACO will dispose of all remaining soil and rock samples sixty (80) days after submission of the report covering those samples. Further storage or transfer of samples can be made at CLIENT'S expense upon CLIENT'S prior written request. 31TE RE~RPONSIBILITIES When KACO is retained by CLIENT to provide a site representative for the purpose of monitoring specific portions of construction work or other field activities as set forth in the proposal, then the site responsibilities described herein apply. For the specified assignment, KACO will report observations and professional opinions to CLIENT. No action of KACO or KACO's site representative can be construed as altering any agreement between CLIENT and others. KACO wall report to CLIENT any observed work, which, in KACO's professional opinion, does not conform with plans and specifications. KACO has no right to reject or stop work of any agent of the CLIENT. Such rights are reserved solely for CLIENT. Furthe-more, KACO's presence on site does not in any way guarantee the completion or quality of the performance of the work of any party retained by CLIENT to provide field or construction related services. KACO will not be responsible for and will not have control or charge of specific means, methods, techniques, sequences yr procedures of construction or other field activities selected by any agent or agreement of CLIENT, or safety precautions and programs incident thereto. Periodic observations or monitoring services to be provided by KACO at the job site, should not be construed as a reviewof the adequacy of the contractor's safety measures. In accordance with the generally accepted construction practices, the contractor will be solely responsible for working conditions on the Job site, including safely of all persons and property during the performance of the work, and compl€ance with OSHA regulations, and the contractors responsibility will apply continuously and not be limited fo normal working hours. KACO will make on-site observations appropriate to the construction stages underway. KACO will not assume any responsibility far the contractor's means, methods, techniques, sequences, or procedures of construction. The field services provided by KACO will not relieve the contractor of his responsibilities for performing the work in accordance with plans and specifications. The words "supervision," "Inspection," or "control" are used to mean periodic observation of the work and the conducting of tests by KACO to verify substantial compliance with the plans, specifications and design concepts. Continuous observation by KACO personnel does not mean the observation of placemen# of all material. it rather means that our personnel have been assigned for eight-hour days, or longer if overtime is necessary, during regular business hours. The Sgecial Inspector, or his duly authorized representative, shall not function as a replacement for the building official nor shall he assume the responsibilities of the Architect/Engineer of Record. The presence of the Special Inspector does not after or relieve the contractor from his contractuaE or statutory obligation to comply with aEl requirements of the official contract documents and building and safely codes. i7eviations and unauthorized changes from the official contract documents remain the sole responsibility of the contractor. KAC t]- KADERABEK COMPANY KADERABEK COMPANY PROFESSIONAL SERVICES AGREEMENT PAGE 2 OF 3 The duties and reaponsibliitles of the Special Inspector or his duly authorized representative are limited to observing and reporting on construction of structural components to verify substantial conformancewith requirements of official contract documents or if not in conformance, the location and description of specification deviations. The Special Inspector is limited to providing inspection services for the structural frame of the building, including the foundation and all items included in the inspection plan for this project. The special inspection plan should be developed as a cooperative effort between KACO and the structural engineer. Special inspection does not Include inspection, reporting, nor responsibility for safety provisions required by OSHA or other local safety requirements. Special inspector responalbilities rfo no include: glass components or frames, permanent or temporary metal or wood hand rails, fire protection or fire roofing, mechanical, plumbing, electrical components including systems or supports, architectural components fncluding architectural precast concrete, stonework, brickwork, and other elements not contributing to the performance or the capacity of the structural building frame. BILLING AND PAYMENT CLIENT will pay KACO in accordance with the procedures Indicated in the proposal and its attachments. Invoices will be submitted to CLIENT by KACO, and wilt be due and payable upon presentailon. If CLIENT objects to all or any portion of any invoice, CLIENT will so notify KACO in writing within fourteen (14) calendar days of the invoice date, Identify the cause of disagreement, and pay when due that portion of the Invoice not in dispute. The parties will immediately make every effort to settle the disputed portion of the invoice. In the absence of written notification described above, the balance as stated on the invoice will be paid. Invoices are delinquent if payment has not been received within (30} days from date of invoice. CLIENT will pay an additional charge ofone-and-one-half {1.5) percent per month (or the maximum percentage allowed bylaw, whichever is lower) on any delinquent amount, excepting any portion of the invoiced amount in dispute and resolved in favor of CLIENT. Payment thereafter will first be applied to accrued interest and then to the principal unpaid amount. Ali time spent and expanses incurred (including any attorney's fees) in connection with collection of any delinquent amount will be paid by CLIENT to KACO per KACO's current fee schedules. In the event CLIENT fails to pay I(ACO within sixty (60) days after invoices are rendered, CLI ENT agrees chat KACO will have the right #o consider the failure to pay the KACO's invoice as a breach of this agreement. TERMINATION This agreement may be terminated by either party seven {7) days after written notice in the event of any breach of any provision of this agreement or in the event of substantial failure of performance by the other party, or if CLIENT suspends the work for more than three (3) months. In the event of termination, KACO will be paid for services performed priorto the date ofterm(nation plus reasonable termination expenses, including, but not limited to the cost of completing analyses, records, and reports necessary to document Job status at the time of termination. DISCOVERY OF UNANTICIPATED HAZARDOUS MATERIALS Client represents that Client has made a reasonable effort to evaluate if hazardous materials are on or near the project site, and that CLIENT has informed KACO in writing of CLIENT's findings relative to the possible presence of such materials. Hazardous materials may exist at a site where there is no reason to believe they could or should be present. KACO and CLIENT agree that the discovery of unanticipated hazardous materials constitutes a changed condition mandating a re-negotiation of the scope of work or termination of services. KACO and CLIENT also agree that the discovery of unanticipated hazardous materials may make it necessary for KACO to take immediate measures to protect health and safely. CLIENT agrees to compensate KACO for any equipment decontamina#lon or o#her costs incident to the discovery of unanticipated hazardous materials. KACO agrees to notify CLIENT when unanticipated hazardous materials or suspected hazardous materials are encountered. CLIENT agrees to make any disclosures required by law to the appropriate governing agencies. CLIENT also agrees to hold KACO harmless for any and all consequences of disclosures made by ICACO which are required by governing law. In the event the project site is not owned by CLIENT, CLIENT recognizes that it is CLiENT's responsibility to inform the property owner of the discovery of unanticipated hazardous materials or suspected hazardous materials. Notwithstanding any other provision of the agreement, CLIENT waives any claim against KACO and, to the maximum extent permitted by law, agrees to defend, Indemnify, and save iCACO harmless from any claim, Ilabllity, and/or defense costs for injury or loss arising from KACO's discovery of unanticipated hazardous materials or suspected hazardous materials, fncluding, but not limited to, any costs created by delay of the project and any cost associated with possible reduction of the property's value. CLIENT will be responsible for ultimate disposal of any samples secured by KACO which are found to be contaminated. RISK ALLQCATION Many risks potentially affect KACO by virtue of entering into this agreement to perform professional engineering services on behalf of CLIENT. The principal risk is the potential for human error by KACO. For CLIENT fo obtain the benefit of a fee which includes a nominal allowance for dealing with KACO's liability, CLIENT agrees to limit KACO's liability to CLIENT and to all other parties for claims arising out of KACO's performance of the services described in ihls agreement. The aggregate liability of KACO will not exceed $25,000 or the amount of our fee whichever is greater, for negligent professionals acts, errors, or omissions, and CLIENT agrees to indemnify and hold harmless ItACO from and against sit liabilities in excess of the monetary limit established above. Limitations on Ilabllity and Indemnities in this agreement are business understandings between the parties voluntarily and knowingly entered into, and shall apply to all theories of recovery including, but not limited to, breach of contract, warranty, tort (including negligence}, strict or statutory liability, or any other cause of action, except for willful misconduct or toss ne li ence. KAC t'~ KADERABEK COMPANY KADERABEK COMPANY PROFESSIONAL SERVICES AGREEMENT PAGE 3 OF 3 The parties also agree chat CLIENT will not seek damages in excess of the limitations indirectly through suits with other parties who may join KACO as a third-party defendant. Parties means CLIENT and KACO and their officers, employees, agents, affiIlatea, and subcontractors. Both CLIENT and ItACO agree that they will not be liable to each other, under any circumstances, for special, indirect, consequential, or punitive damages arising out of or related to this agreement. DISPUTES RESOLUTION All claims, disputes, and other matters in controversy between KACO and CLIENT arising out of or in any way related to this agreement will be resolved by litigation. Claims will be brought and tried in judicial jurisdiction of the court of Dade County Florida and CLIENT waives the right to move the action to any ocher county or judicial jurisdiction, and the prevailing party will be entitled to recovery of all reasonable costs incurred, Including staff time, court costs, attorney's fees, and other claim related expenses, GOVERNING LAW AND SURVIVAL The law of the State of Florida will govern the validity of this agreement, their interpretation and performance. if any of the provisions contained in this agreement are held illegal, invalid, or unenforceable, the enforceability of the remaining provisions will not be Impaired. Limitat€ons of liability and indemnities will survive termination of this agreement for any cause. INSURANCE KACO represents and warrants that it and its agents, staff and consultants employed by It is and are protected by Worker's Gompensatlon Insurance and that KACO has such coverage under public liability and property damage insurance policies which KACO deems to be adequate. Certificates for all such policies of insurance shall be provided to client upon request In writing. Within the Ilmits and conditions of such insurance, KACO agrees to indemnify and save client harmless from and against any loss, damage, or liability arising from any negligent acts by ILACO, Its agents, staff, and consultants employed by it. KACO shall not be responsible for any loss, damage, or (lability beyond the amounts, limits, and conditions of such Insurance. KACO shall not be responsible for any loss, damage, or liability arising from any negligent acts by client, its agents, staff, and other consultants employed by it. OWNERSHIP OF DOCt~MENTS All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates, and other documents prepared by ItACO as instruments of service, shall remain the property of KACO. No distribution or publication of KACO documents shall be permitted without the express written consent of KACO. Client agrees that all reports and ocher work furnished to the client or his agents, which is not paid for, will be returned upon demand and will not be used by the client for any purpose whatever. ItACO will retain all pertinent records relating to the services performed for a period of two years following submission of the report, during which period the records will be made available to the client at all reasonable times. ASSIGN Neither the client nor ItACO may delegate, assign, sublet or transfer his duties or interest in this agreement without the written consent of the other party. PROJECT DESCRIPTION Project Name: 90~h Street Auditorium Location: 10s' Street & Ocean Drive, Miami Beach, Florida Legal Description: KACO Proposal No. Proposal Date: NA 08-275 August 25, 2008 revised Scope of work if different from that described in proposal or if proposal not submitted, then scope is described here: See proposal text. ACCEj'TANCE The parties have read the foregoing, understand completely the agreement and scope of work, and willingly enter into this agreement which wilt become effective on the date signed below by CLIENT. Name of Client, Title, and Date (type or print) Signature of Client's Authorized Representative CLIENT and Invoice Mailing Address: Barry R Goldstein P.E., V.P. Name and Title of KACO Authorized Representative Signature of KACO Authorized Representative Telephone Number: Facsimile Number; KAC ~ KADERABEK COMPANY US STRUCTURAL DESIGN LLC CONSULTING ENGINEERS 7850 NW 146 Street, Suite 305, Miami Lakes, FL 33016 T. 305.512.5860 F. 305.512.5861 www.optimussd.com AGREEMENT FOR THRESHOLD INSPECTION SERVICES AGREEMENT made as of the Fifth day of September in the year Two Thousand and Eight BETWEEN the Owner identified as: XXX7~~XX XXXXXXXX and the Threshold Inspector: Optimus Structural Design LLC 7850 NW 146 Street, Suite 305, Miami Lakes, F133016 For the following Project: 10~' street Auditorium project located at Miami Beach, Florida ARTICLE 1- Description of Project The Threshold Inspector will be providing Threshold Inspection Services for the construction of a 2-story Auditorium building as designed by the Structural Engineer of Record drawings issued for the Construction Phase of the project. The structural system for the project will consists of augercast pile foundations with a structural slab at Ground level, concrete slab at second level and Roof. The project is designed as a skeleton frame with the infill CMU walls, reinforced to meet the Florida Building Code criteria. The new construction is attached to the existing portion of the structure which is facing Ocean Drive. The Owner and Threshold Inspector agree as follows: ARTICLE 2 -Description of Scope of Work 2.1- In accordance with Section 553.79 (5), Florida Statutes, relative to structural inspections on 'Threshold buildings, the Threshold Inspector will perform the duties and responsibilities required by Page 1 of 8 STRUCTURAL DESIGN LLC CONSULTING ENGINEERS 7850 NW 146 Street, Suite 305, Miami Lakes, FL 33016 T. 305.512.5860 F. 305.512.5861 www.optimussd.com the above mentioned ordinance and by those required by the local building department for the Project. A detail description of the Threshold Inspector duties are typically outlined in the "Threshold Inspection Plan" provided by the Engineer of Record. 2.2- Upon full execution of this Agreement the Owner and the Threshold Inspector will file with the City of Miami Beach Building Department an executed "Threshold Building Affidavit". The affidavit is required to be filed with the application for the building permit and it is the Owner obligation to obtain the necessary forms for their execution. In the affidavit the Threshold Inspector will provide a list of his authorized representatives, that may be inspecting the work. The listed representatives may change due to unforeseeable circumstances. If changes are made, the Threshold Inspector will notify the Owner prior thereto accordingly in writing. The affidavit will not be issued until an approved and executed copy of this agreement is received by Optimus Structural Design LLC. 2.3- The Threshold Inspector will provide on a continuous basis one or more site representatives, as the situation may require to observe and report the construction of the structures of all buildings of the project as described in Article 1. 2.4- It is understood that, although the Owner will be compensating the Threshold Inspector for these services, the Threshold Inspector responsibility is to report to the local Building Department any irregularities and discrepancies noticed during the construction of the project, regardless of any possible negative impact the reports may have on the construction schedule and fmancial aspect of the project. 2.5- The Threshold Inspector field representative will prepare Threshold Inspection Reports on a daily basis. Threshold Inspection reports are written records of the daily progress and construction activities observed by the field representative that takes place during the day dated on the report. Any work being observed that does not conform to the Contract Documents, or if work has been damaged, or does not meet the requirements of any inspection and/or test required, will be noticed in the report. Reports will be supplemented with photographs, sketches, etc, if necessary. The Threshold Inspector agrees to observe the Contractor's work to ensure that the quality of materials being used are as specified and will generally produce the finish product called for the contract documents and specifications. Threshold inspector shall provide a structural punch-list to the contractor upon completion of work items. 2.6- Reports will be kept at the job site and a log of the reports will be kept on a daily basis. Copies will be provided to Owner upon request. 2.7- Any non-conformity with the Contract Documents or any other irregularities or damaged work noticed and covered by the inspection report will be notified in writing and promptly to the Owner/Contractor explaining what and why work being observed does not conform to Contract Documents. 2.8- Items shown in inspection reports requiring action to correct them, will be entered on an Interim Structural Punch list. Upon verification that the correction has been made, the item may be closed off the list and report so in the next inspection report, should the Contractor fail to rectify the problem, the Threshold Inspector will promptly and in writing notify the Owner and the Building Department so that appropriate course of action is taken. 2.9- "The Owner will provide and assign aworking area for the Threshold Inspector field representative. The area should be located at a field office and should have a desk or table where plans and other documents and instruments used by the field representative could be securely kept. Page 2 of 8 TURAL DESIG CONSULTING ENGINEERS 7850 NW 146 Street, Suite 305, Miami Lakes, FL 33016 T. 305.512.5860 F. 305.512.5861 www.optimussd.com - - . 2.10- At the beginning of construction akick-off construction meeting between the Owner, the 'Threshold Inspector, the Contractor, the Architect and the Structural Engineer shall be held after reasonable prior notice to all parties to review the construction schedule and the "Threshold Inspection Plan." 2.11- Regular work hours are 7:00 A.M. to 4:00 P.M. with one (1) hour for lunch. The above schedule should be verified during the kick-off construction meeting and revised if necessary. Overtime hours are anytime outside the regular hours stated above. 2.12- It is understood that an independent testing laboratory is to be engaged by the Owner for the design of the preliminary concrete mixes. The laboratory should provide an inspector at the site to make slump tests and take samples for testing, as required by the project specifications and other documentation. The testing of samples and test reports will be done in the laboratory. The laboratory will also test all shop and field welding, high tensile bolting and spray fire proofing of structural steel and metal deck when require, or any other testing required, in accordance with the requirements set by the applicable Building Codes, standard engineering practice and construction documents. 2.13- Inspections for Excavations, soil compaction, pile installation and all work relative to sheeting, shoring, bracing and underpinning will be performed by the Geo-technical Engineer or by others. 2.14- It is understood that the Threshold Inspection Services described herein and covered by this agreement cover only the construction of the structure of the building or buildings shell. They do not cover inspection of the installation of building envelope components such as windows, sliding glass doors, any type of exterior doors, curtain walls, precast concrete panels, hurricane shutters, and any other type of pre- manufactured elements forming part of the building exterior-envelope. The inspection of the installation of such items will be performed by others. 2.15- The shoring and re-shoring system for the structure falls under the sole responsibility of the Contractor and its design and inspection of installation will be performed by a specialty shoring engineer registered in the State of Florida. The Threshold Inspector will not inspect or report on any shoring or re-shoring operations and will not be held responsible for any construction defects that may result from improper design or installation of this system. 2.16- The Threshold Inspector is not to advise on, issue directions related to, or assume control over any aspect of the means methods, techniques, sequences or procedures of construction. 2.17- The Threshold Inspector observation services do not include any duties relative to the construction and safety procedures (including but not limited to any requirements of the Occupational Safety and Health Administration applicable to the Contractor, any Sub Contractors, or their respective employees, or any other person at the job site), or any liability what-so-ever by the Engineer to any Contractor, Sub Contractor, their employees, or any other person. 2.18- It is specifically understood that notwithstanding the use of the words "inspection or supervision" in various standard forms and affidavit requirements of the Code of Services to be provided by the Threshold Inspector are of an observatory and not of a supervisory nature. Whenever used herein, the term "Threshold Inspector Observation" refers to the duty of the Threshold Inspector to examine the Contractor's work Page 3 of 8 US STRUCTURAL DESIGN LLC CONSULTING ENGINEERS 7850 NW 146 Street, Suite 305, Miami Lakes, FL 33016 T. 305.512.5860 F. 305.512.5861 www.optimussd.com . . . . . . . . . . . . . . . . . . . . . . . . . . . . . during construction for the purpose of determining whether such work is conducted and completed in substantial conformity with the contract drawings and specifications.'The Threshold Inspector does not undertake to guarantee that the work is entirely in conformity therewith. 2.19- The Threshold Inspector's observations do not in any way relieve the Contractor of his primary responsibilities to employ his personnel, plan and equipment, and use the necessary materials required to produce a complete project conforming to the contract documents and specifications. The methods, means and techniques of construction remain the sole responsibility of the Contractor. 2.20- The Owner and Threshold Inspector will hold harmless, indemnify and defend each other, its respective consultants and each of its officers employees and agents from any and all liability claims, losses and damages arising or alleged to arise from its respective negligence or misconduct, including the payment of any and all attorney's fees and court costs related thereto. ARTICLE 3 -Basis of Compensation The Owner shall compensate the Threshold Inspector as follows: 3.1- Compensation For services, as described in Article 2, sub articles 2.1 through 2.14, computation will be based on the estimated time of construction and hourly rates listed below. The estimated cost of services and time of construction of the structure of the building during which the Threshold Inspector Services will be needed, will be based on approximate construction schedule provided by the Owner or General Contractor for the project. Below if our rough estimate based on similar projects, which will have to be verified once construction schedule is developed: a. Estimated time of construction during which time our threshold inspection services will be needed: Six (6) months. b. Estimated average regular hours per day: 5 hours. c. Estimated average overtime hours per day: 0 hours d. Estimated total number of days: 60 days (10 days per month) e. Estimated total number of regular hours: 300 hours f. Estimated total number of overtime hours: 0 hours g. Rates: Regular : $75.00 per hour Overtime: $90.00 per hour h. Estimated Cost of Service: $22.500.00 (Two Hundred Seven Thousand Nine Hundred Dollars) Page 4 of 8 STRUCTURAL DESIGN LLC CONSULTING ENGINEERS 7850 NW 146 Street, Suite 305, Miami Lakes, FL 33016 T. 305.512.5860 F. 305.512.5861 www.optimussd.com . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.2-1. It is understood that if due to circumstances beyond the Threshold Inspector control, the construction time of the structure changes, consequently, the Threshold Inspector time on the job, and the above Estimated Cost of Services will be adjusted accordingly. As the work progresses, the Threshold Inspector and the Owner will monitor the accuracy of the estimated time and will take the necessary steps to make the adjustments. 3.3 - Billable time is to consist of all time (regular and overtime hours) spent by the Threshold Inspector field representative, or representatives at the site, at the laboratory, at meetings outside the building site when theses are required, at the Building Department, all the time travel to and from the office to the construction site, and all time spent writing reports, logs, sketches or documenting the construction work. ARTICLE 4 -Additional Provisions The Owner and the Threshold Inspector agree in accordance with the terms and conditions of this Agreement that: 4.1 - If services covered by this Agreement have not been completed within thirty (30) months of the date hereof, through no fault of the Threshold Inspector, extension of the Threshold Inspector Services beyond that time shall be compensated on the basis on hourly rates and multiples as follows: Regular Hour Rate: $80.00 per hour Overtime Hour Rate: $95.00 per hour ARTICLE 5 -Payments to the Threshold Inspector 5.1- Invoices will be submitted on a monthly basis. Any amount invoiced and past due more than thirty (30) days will be subject to a finance charge of 1.5% per month. If it becomes necessary to recover any unpaid balance through a collection agency or legal reasonable proceedings, reasonable attorney's fees, court cost, etc, or any other additional cost used to collect the unpaid balance and interest, will be the responsibility of the Owner. 5.2- No deductions shall be made from the Threshold Inspector's compensation on account of penalty liquidated damages or other sums withheld from payments to contractors, or on accounts of the cost of changes in the work. ARTICLE 6 -Dispute Resolution 6.1- Claims for consequential damages The Owner and Consultant waive consequential damages for claims, disputes or other matters in question arising out of or relatingto this Agreement. This waiver is applicable, without limitation, to all consequential damages due to either party's mutual termination in accordance with Article 7. Page 5 of 8 TRUCTURAL DESIGN LLC CONSULTING ENGINEERS 7850 NW 146 Street, Suite 305, Miami Lakes, FL 33016 T. 305.512.5860 F. 305.512.5861 www.optimussd.com ARTICLE 7 -Termination or suspension 7.1- If the Owner fails to make payments to the Threshold Inspector in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Threshold Inspector's option, cause for suspension of performance of services. Prior to suspension of services; the Threshold Inspector shall give seven days written notice to the Owner. In the event of a suspension of services, the Threshold Inspector shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Threshold Inspector shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption ofthe Threshold Inspector services. The Threshold Inspector fees for the remaining services and the time schedules shall be equitably adjusted. 7.2- If the Project is suspended by the Owner or the Threshold Inspector for more than 45 consecutive days, the Threshold Inspector shall be compensated for services performed prior to notice of suspension. When the Project is resumed, the Threshold Inspector shall be compensated for expenses incurred in the interruption and resumption ofthe Threshold Inspector services. The Threshold Inspector's fees for the remaining services and the time schedules shall be equitably adjusted. 7.3 - If the Project is suspended for more than 90 consecutive days by the Owner, the Threshold Inspector may terminate this Agreement by giving not less than seven days written notice. 7.4 - This Agreement may be terminated by either party upon not less than seven 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. 7.5- In the event of termination not the fault ofthe Threshold Inspector, the Threshold Inspector shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Paragraph 1.6, 7.6 - Termination Expenses are in addition to compensation for the services ofthe Agreement and include expenses directly attributable to termination for which the Threshold Inspector is not otherwise compensated. ARTICLE 8 -Miscellaneous Provisions 8.1- This Agreement shall be governed by the laws ofthe state of Florida, venue shall lie in Dade County, Florida, and Owner and Threshold Inspector hereby consents to the jurisdiction ofthe courts thereof. 8.2- The Owner and Threshold Inspector respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither Owner nor Threshold Inspector shall not assign this Agreement without the written consent ofthe other. 8.3 - This Agreement represents the entire and integrated agreement between the Owner and he Threshold Inspector and supersedes all prior negotiations representation or agreement, wither written or oral. This Agreement may be amended only by written instrument sign by both Owner and Threshold Inspector. Page 6 of 8 TRUCTURAL DESIGN CONSULTING ENGINEERS 7850 NW 146 Street, Suite 305, Miami Lakes, FL 33016 T. 305.512.5860 F. 305.512.5861 www.optimussd.com . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.4- Nothing contained in this Agreement shall create a contractual relationship with a cause of action in favor of a third party against either the Owner or Threshold Inspector. 8.5 Unless otherwise provided in this Agreement, the Owner and Threshold Inspector shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in any form at the Project site. ARTICLE 9 -Reimbursable Expenses 9.1 - Reimbursable Expenses are in addition to compensation for the Threshold Inspector's services and include expenses incurred by the Threshold Inspector and Threshold Inspector's employees and sub-consultants directly related to the Project, as identified in the following Clauses: 1. Transportation in connection with the Project, authorized out-of--town travel and subsistence, and electronic communication; 2. Fees paid for securing approval of authorities having jurisdiction over the Project; 3. Reproductions; photograph plots standard form documents, postage, handling and delivery of Instruments of Service; 4. Expense of overtime work requiring higher than overtime rates specified in paragraph 4.1 if authorized in advance in writing by the Owner. 5. Expense of professional liability insurance dedicated exclusively to this Project or the expense of additional insurance coverage or limits requested by the Owner in excess of that normally carried by the Threshold Inspector. 9.2- Records of Reimbursable Expenses and expenses pertaining to a Change in Services and Services performed on the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized representative at mutually convenient times. 9.3- Direct Personnel Expense is defined as the direct salaries of the Consultant's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans, and similar contributions. ARTICLE 10 -Insurance and Insurance Coverage 10.1 - If required by the Owner, the Threshold Inspector shall obtain insurance covering claims arising out of the performance of professional services under this Agreement and caused by errors, omissions or negligent acts for which the Threshold Inspector is liable. The Threshold shall maintain this insurance in force, if available, after the completion of professional services under this Agreement until the expiration of the applicable statutes of limitations. In the event there is no such statute specifically applicable to design and construction of improvements to real properly, this insurance, if available, shall be maintained in force by the Threshold Inspector for a reasonable period after the date of Substantial Completion of the Project as agreed to by the Owner and Threshold Inspector. 10.2- Unless otherwise agreed, the Owner and the Threshold Inspector shall each provide insurance to protect themselves from claims under workers compensation acts; from claims for damages because of bodily Page 7 of 8 TRUCTURAL DESIGN LLC CONSULTING ENGINEERS 7850 NW 146 Street, Suite 305, Miami Lakes, FL 33016 T. 305.512.5860 F. 305.512.5861 www.optimussd.com . . injury, including personal injury, sickness, disease, or death of any employees or of any other person; from claims for damages because of injury to or destruction of property including loss of use resulting therefrom; and from damage to or destruction of property including valuable papers and records coverage and including loss of use resulting therefrom. - 10.3- The insurance required pursuant to Subparagraphs 10.1 and 10.2 shall be in not less than the minimum limits required by law. 10.4 - The Consultant shall furnish to the Owner certificates of insurance evidencing the insurance required by Subparagraphs 10.1 and 10.2, including appropriate evidence that each type of insurance includes appropriate coverage for this specific Project. Certificates shall contain provisions that at least 30 days prior written notice will be given to the Owner in the event of cancellation, reduction in or non-renewal of the insurance. ARTICLE 11- Indemnification by Owner Owner agrees to indemnify, defend and hold harmless Threshold Inspector, its subsidiaries and affiliates, and their respective officers, directors and employees, of and from any claim, proceeding, suit, damage, liability, loss, cost, charge or expense or any other liability of any nature, kind or description whatsoever (including, without limitation, reasonable attorney's fees and expenses) (each a "Claim" and collectively, "Claims") incurred or suffered by the Threshold Inspector or any such person, by reason of or resulting from or arising directly or indirectly out of any misrepresentation or breach of any representation, warranty, covenant or agreement of Owner contained herein and/or any negligent or intentional acts or omissions by Owner, Architect, or any of Owner and Architects other consultants, occurring during the construction of the Project. This Agreement entered into as of the day and year first written above. THRESHOLD INSPECTOR: Optimus Structural Design, LLC OWNER: Tanya Homleid, P.E. Date: Date: Page 8 of 8