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Agmt w/ Atkins North America MIA/01BEACH AGREEMENT BETWEEN CITY OF MIAMI BEACH AND ATKINS NORTH AMERICA, INC. FOR CONSTRUCTABILITY, COST, AND VALUE ENGINEERING REVIEW SERVICES Resolution No. 2011 -27760 CITY APPROVED ROTATIONAL CONSULTANT FORM (MAY 2012) I TABLE OF CONTENTS DESCRIPTION PAGE ARTICLE 1. DEFINITIONS 3 ARTICLE 2. BASIC SERVICES 9 ARTICLE 3. THE CITY'S RESPONSIBILITIES 16 ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST 18 ARTICLE 5. ADDITIONAL SERVICES 19 ARTICLE 6. REIMBURSABLE EXPENSES 20 ARTICLE 7. COMPENSATION FOR SERVICES 20 ARTICLE 8. CONSULTANT'S ACCOUNTING AND OTHER RECORDS 22 ARTICLE 9. OWNERSHIP OF PROJECT DOCUMENTS 22 ARTICLE 10. TERMINATION OF AGREEMENT 23 ARTICLE 11. INSURANCE 25 ARTICLE 12. INDEMNIFICATION AND HOLD HARMLESS 26 ARTICLE 13. ERRORS AND OMISSIONS 26 ARTICLE 14. LIMITATION OF LIABILITY 27 ARTICLE 15. NOTICE 27 ARTICLE 16. MISCELLANEOUS PROVISIONS 28 SCHEDULES: NOTE TO AGREEMENT SCHEDULES 33 SCHEDULE A - SCOPE OF SERVICES 34 SCHEDULE A -1 - CONSULTANT SERVICE ORDER 36 SCHEDULE B - CONSULTANT COMPENSATION 37 SCHEDULE C - CONSULTANT HOURLY BILLING RATE 38 SCHEDULE D - INSURANCE AND SWORN AFFIDAVITS 39 SCHEDULE E - BEST VALUE AMENDMENT 40 2 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) • i TERMS AND CONDITIONS OF AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND ATKINS NORTH AMERICA, INC. FOR CONSTRUCTABILITY, COST, AND VALUE ENGINEERING REVIEW SERVICES This Agreement made and entered into this 13 day of 7tyk7e , 2012, by and between the CITY OF MIAMI BEACH, a municipal corporation existing under the laws of the State of Florida, having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139, (hereinafter referred to as City), and Atkins North America, Inc. a Florida corporation having an office at 2001 Northwest 107th Avenue, Miami, Florida 33172 -2507 (hereinafter referred to as Consultant). WIT NESSETH: WHEREAS, the City intends to undertake various capital projects within the City of Miami Beach, and wishes to engage the Consultant to provide certain professional services as same are described and set forth in Schedule "A" hereto, for, certain projects, to be assigned, at the City's discretion and by means of the issuance of a "Consultant Service Order" (similar to the form shown in Schedule "A" attached hereto), at the agreed fees set forth in this Agreement; and WHEREAS, the Consultant desires to contract with the City for performance of those certain professional services relative to those projects assigned by the City, pursuant to a Consultant Service Order, as described and set forth in Schedule "A ". NOW THEREFORE, City and Consultant, in consideration of the mutual covenants and agreement herein contained, agree as follows: ARTICLE 1. DEFINITIONS 1.1 CITY (OR OWNER): The "City" shall mean the City of Miami Beach, a Florida municipal corporation having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139. 1.2 CITY COMMISSION: "City Commission" shall mean the governing and legislative body of the City. 3 I CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) I L 1.3 CITY MANAGER: The "City Manager" shall mean the chief administrative officer of the City. The City Manager shall be construed to include any duly authorized representatives designated in writing (including the Project Coordinator) with respect to any specific matter(s) concerning the Services and /or this Agreement (exclusive of those authorizations reserved to the City Commission or regulatory or administrative bodies having jurisdiction over any matter(s) related to the Project, the Services, and /or this Agreement). 1.4 PROPOSAL DOCUMENTS: "Proposal Documents" shall mean Request for Qualifications No. 30- 10/11, entitled "Constructability, Cost, and Value Engineering Review Services" issued by the City in contemplation of this Agreement, together with all amendments thereto (if any), (the RFQ), and the Consultant's proposal in response thereto (Proposal), which is incorporated by reference to this Agreement and made a part hereof; provided, however, that in the event of an express conflict between the Proposal Documents and this Agreement, the Agreement shall prevail. 1.5 CONSULTANT: The named entity on page 1 of this Agreement, the "Consultant" shall mean the architect/engineer who has entered into a contract with the City to provide the Services described under this Agreement. When the term "Consultant" is used in this Agreement it shall also be deemed to include any officers, employees, sub - consultants, agents, and any other person or entity acting under the supervision, direction, or control of Consultant. Any sub - consultants retained by Consultant for the Project shall be subject to the prior written approval of the City Manager. Consultant shall provide the Project Coordinator with copies of the contract between Consultant and any sub - consultant's. Any such contracts shall contain provisions that preserve and protect the rights of the City under this Agreement. Nothing contained in this Agreement shall create any contractual relationship between the City and sub - consultants. Any approval of a sub - consultant by the City shall not, in any way, shift the responsibility for the quality and acceptability by the City of the services performed by the sub - consultant, from the Consultant to City. Payment of sub - consultants shall be the responsibility of the Consultant, and shall not be cause for any increase in compensation to the Consultant for payment of the Basic Services. The quality of services and acceptability to the City of the services performed by such sub - consultants shall be the sole responsibility of Consultant. 1.6 PROJECT COORDINATOR: The "Project Coordinator" shall mean the individual designated in writing by the City Manager who shall be the City's authorized representative to coordinate, direct, and review (on behalf of the City) all matters related to the Project (unless expressly provided otherwise in this Agreement). 4 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) 1.7 [Intentionally Omitted] 1.8 BASIC SERVICES: "Basic Services" shall include those services which Consultant shall perform in accordance with the terms of the Agreement (and as required to complete the Project), as further described in Article 2 and Schedule "A" hereto. In addition any Services not specifically addressed as Additional Services (as defined herein) shall be considered Basic Services. 1.9 PROJECT: The "Project' shall mean that certain City capital project that has been approved by the City Commission and is described in the Consultant Service Order 1.9.1 Project Cost The "Project Cost', shall mean the estimated total cost of the Project, as prepared and established by the City, including the estimated Construction Cost and Soft Costs. The Project Cost may, from time to time, be revised or adjusted by the City, in its sole discretion, to accommodate approved modifications or changes to the Project or scope of work. 1.9.2 Project Scope The "Project Scope" shall mean the description of the Project contained in the "Consultant Service Order" (and as same may be modified by any approved change orders). 1.10 CONSTRUCTION COST: The "Construction Cost' shall mean the sum which is the actual total cost to the City of the Work, as established in the Consultant Service Order (and as same may be modified by any approved Change Order), and which may include a contingency allowance. For Work not constructed, the Construction Cost shall be the same as the lowest bona fide bid or competitive bid received and accepted from a responsive and responsible bidder or proposer for such Work. 1.10.1 Construction Cost Budget The "Construction Cost Budget' shall mean the amount budgeted by the City for the Construction Cost, as shall be set forth in the Consultant Service Order. 1.10.2 Statement Of Probable Construction Cost The "Statement of Probable Construction Cost' shall mean the latest approved written estimate of Construction Cost submitted by Consultant to the City, in a format approved by the Project Coordinator. The cost estimate shall comply with the guidelines (including accuracy) as defined by the Association for 5 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) the Advancement of Cost Engineering, formerly, American Association of Cost Engineering (AACE) and the American National Standards Institute (ANSI). For Work which bids or proposals have not been let, the Statement of Probable Construction Cost shall be the same as the Construction Cost. 1.11 FORCE MAJEURE: "Force Majeure" shall mean any delay occasioned by superior or irresistible force occasioned by violence in nature without the interference of human agency such as hurricanes, tornadoes, floods, loss caused by fire and other similar unavoidable casualties; or by changes in Federal, State or local laws, ordinances, codes or regulations enacted after the date of this Agreement ; or other causes beyond the parties' control which have, or may be reasonably expected to have, a material adverse effect on the Project, or on the rights and obligations of the parties under this Agreement and which, by the exercise of due diligence, such parties shall not have been able to avoid; provided, however, that inclement weather (except as noted above), the acts or omissions of sub - consultants /sub - contractors, market conditions, labor conditions, construction industry price trends, and similar matters which normally impact on the construction process SHALL NOT be considered a Force Majeure. If the Consultant is delayed in performing any obligation under this Agreement due to a force majeure, the Consultant shall request a time extension from the Project Coordinator within five (5) business days of said force majeure. Any time extension shall be subject to mutual agreement and shall not be cause for any claim by the Consultant for extra compensation, unless additional services are required, and approved pursuant to Article 5 hereof. 1.12 CONTRACTOR: "Contractor" shall mean the individual or individuals, firm, company, corporation, joint venture, or other entity contracting with City for performance of the Work covered in the Contract Documents. 1.13 CONTRACT DOCUMENTS: "Contract Documents" shall mean this Agreement (together with all exhibits, addenda, and written amendments issued thereto), and the Consultant Service Order issued to Consultant by the City for a particular Project, and the documents prepared by Consultant in accordance with the requirements stipulated in such Consultant Service Order. The Contract Documents may also include, without limitation (together with all exhibits, addenda, and written amendments issued thereto), the invitation to bid (ITB), instructions to bidders, bid form, bid bond, the Contract for Construction, surety payment and performance bonds, Conditions of the Contract for Construction [General, Supplementary, and other Conditions], Divisions 0 -17, Construction Documents, an approved Change Order(s), approved Construction Change Directive(s), and /or 6 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) approved written order(s) for a minor change in the Work. 1.14 CONTRACT FOR CONSTRUCTION: "Contract for Construction" shall mean the legally binding agreement between City and with Contractor for performance of the Work covered in the Contract Documents. 1.15 CONSTRUCTION DOCUMENTS: "Construction Documents" shall mean the final plans, technical specifications, drawings, documents, and diagrams prepared by the Consultant pursuant to this Agreement, which show the locations, characters, dimensions and details of the Work to be done, and which are part of the Contract Documents. 1.16 CONTRACT AMENDMENT: "Contract Amendment" shall mean a written modification to the Agreement approved by the City (as specified below) and executed between City and Consultant, covering changes, additions, or reductions in the terms of this Agreement including, without limitation, authorizing a change in the Project, or the method and manner of performance thereof, or an adjustment in the fee and /or completion dates. Contract Amendments shall be approved by the City Commission if they exceed twenty -five thousand dollars ($25,000.00) or the City Manager if they are twenty -five thousand dollars ($25,000.00) or less (or other such amount as may be specified by the City of Miami Beach Procurement Ordinance, as amended). Even for Contract Amendments for less than twenty -five thousand ($25,000.00), the City Manager reserves the right to seek and obtain concurrence of the City Commission for approval of any such Contract Amendment. 1.17 ADDITIONAL SERVICES: "Additional Services" shall mean those services, in addition to the Basic Services in this Agreement, which the Consultant shall perform, at the City's option, and which have been duly authorized, in writing, by the City Manager or his authorized designee, prior to commencement of same. 1.18 WORK: "Work" shall mean all labor, materials, tools, equipment, services, methods, procedures, etc. necessary or convenient to performance by Contractor of all duties and obligations proposed by the Contract Documents. 1.19 SERVICES: "Services" shall mean all services, work, and actions by the Consultant performed pursuant to or undertaken under this Agreement. When the term "Services" is used in this Agreement, it shall also be deemed to refer to to the particular work, services, and /or tasks assigned to Consultant pursuant to the City's issuance of a Consultant Service Order. 7 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) I I 1.20 SOFT COSTS: "Soft Costs" shall mean costs related to the Project other than Construction Cost including, without limitation, Consultant's Basic Services, Additional Services, surveys, testing, general consultant, financing, and permitting fees, etc. 1.21 BASE BID: "Base Bid" shall mean the elements contained in the Construction Documents recommended by the Consultant (and approved by the City) as being within the Construction Cost Budget. "Base Bid" shall not include Additive Alternates or Deductive Alternates. 1.22 SCOPE OF SERVICES: "Scope of Services" shall include the Project Scope, Basic Services, and any Additional Services (as approved by the City), all as described in Schedule "A" hereto. It should also be noted that when the City issues a Consultant Service Order to Consultant for a particular Project, then the Scope of Services shall also be deemed to include the particular work, services, and /or tasks described and delineated in such Order. 1.23 CONSULTANT SERVICE ORDER: "Consultant Service Order" shall mean the work order issued by the City to Consultant (in substantial form as in Schedule "A -1" attached hereto), specifically describes and delineates the particular Services (Basic and otherwise) which will be required of Consultant for the Project that is the subject of such Order. 1.24 SCHEDULES: "Schedules" shall mean the various schedules attached to this Agreement and referred to as follows: Schedule A — Scope of Services. Schedule A -1 — Consultant Service Order. Schedule B — Consultant Compensation. Schedule C — Consultant Hourly Billing Rate Schedule. Schedule D — Insurance Requirements and Sworn Affidavits Schedule E — Best Value Amendment 8 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) ARTICLE 2. BASIC SERVICES 2.1 The Consultant shall provide Basic Services under this Agreement, as set forth in Schedule "A" hereto, and as may also be more specifically described in the Consultant Service Order. 2.2 The Services will be commenced by the Consultant upon receipt of a written Consultant Service Order signed by the City Manager or his designee. Consultant shall countersign the Consultant Service Order upon receipt, and return the signed copy to the City. 2.3 As it relates to the Services and the Project, Consultant warrants and represents to City that it is knowledgeable of Federal, State, and local laws codes, rules and regulations applicable in the jurisdiction(s) in which the Project is located, including, without limitation, applicable Florida Statutes, and State of Florida codes, rules and regulations, and local (City of Miami Beach and Miami -Dade County) ordinances, codes, and rules and regulations (collectively, "Applicable Laws "). As they relate to the Services and to the Project, the Consultant agrees to comply with all such Applicable Laws, whether now in effect or as may be amended or adopted from time to time, and shall further take into account all known pending changes to the foregoing of which it should reasonably be aware. Recognizing that the construction of other projects within the City may affect scheduling of the construction for the Project, the Consultant shall diligently coordinate performance of the Services with the City (through the Project Coordinator) in order to provide for the safe, expeditious, economical and efficient completion of the Project, without negatively impacting concurrent work by others. The Consultant shall coordinate the Services with all of its sub - consultants, as well as other consultants, including, without limitation, City provided consultants (if any). 2.4 The Consultant warrants and represents to City that all of the Services required under this Agreement shall be performed in accordance with the standard of care normally exercised in the design of comparable projects in South Florida. Consultant warrants and represents to the City that it is experienced, fully qualified, and properly licensed (pursuant to Applicable 'Laws) to perform the Services. Consultant warrants and represents to City that it is responsible for the technical accuracy of the Services. 2.5 The Consultant's Basic Services to be provided under this Agreement shall (at a minimum) consist of, but not be limited to, the following: • Provide detailed quantity take off of materials required to complete the Project in accordance with technical specifications and design documents. 9 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) • Provide detailed estimate of labor and material costs in an Excel spreadsheet format showing unit prices, based on past comparable unit costs specifically associated with the South Florida Market. The estimates will be contained in a single spreadsheet showing cost comparisons individually tabulated. Consultant shall identify any comparable projects, including completion dates that were used to develop the construction cost estimate. • Provide detailed constructability review with recommendations for alternate means and methods of construction activities, value engineering, scheduling, and construction sequencing that will potentially reduce costs of the Project. • Support City staff and participate in the value engineering reviews with Contractor. • Support City staff in the bidding and award phase of the Project. Notwithstanding the preceding, the Consultant Service Order issued by the City to Consultant shall specifically delineate and describe the Services to be provided by Consultant for the particular Project (that is the subject of such Order). 2.6 RESPONSIBILITY FOR CLAIMS AND LIABILITIES: Written decisions and /or approvals issued by the City shall not constitute nor be deemed a release of the responsibility and liability of the Consultant (or of any of its officers, employees, sub - consultants, agents, and /or servants), for the accuracy and competency of its /their designs, working drawings, plans, technical specifications, or other technical documents, nor shall such approval and /or decisions be deemed to be an assumption of such responsibility by the City for a defect, error or omission in designs, working drawings, plans, technical specifications, or other technical documents; provided, however, that the Consultant shall be entitled to reasonably rely upon the accuracy and validity of written decisions and approvals furnished by the City pursuant to this Agreement. 2.7 TIME: It is understood that time is of the essence in the completion of the Project and, in this respect, the parties agree as follows: 2.7.1 Term The term of this Agreement shall commence upon execution by the parties (subject to approval of the Agreement by the Mayor and City Commission) (the Effective Date), and shall be in effect until the work and /or services under each Consultant Service Order issued to Consultant have been completed. Notwithstanding the preceding Term, Consultant shall adhere to any and all timelines and /or deadlines, as set forth in the Consultant Service Order issued for a particular Project. 10 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) 2.7.2 The Consultant shall perform the Services as expeditiously as is consistent with the standard of professional skill and care required by this Agreement, and the orderly progress of the Work. 2.7.3 The Services will be performed in a manner that shall conform to the Consultant Service Order. The Consultant may submit requests for an adjustment to the Consultant Service Order completion time, if made necessary because of undue delays resulting from untimely review taken by the City (or other governmental authorities having jurisdiction over the Project) to approve the Consultant's submissions, or any other portion of the Services requiring approval by the City (or other governmental authorities having jurisdiction over the Project). Consultant shall immediately provide the Project Coordinator with written notice stating the reason for the particular delay; the requested adjustment (i.e. extension) to the Project Schedule; and a revised anticipated schedule of completion. Upon receipt and review of Consultant's request (and such other documentation as the Project Coordinator may require), the Project Coordinator may grant a reasonable extension of time for completion of the particular work involved, and authorize that the appropriate adjustment be made to the Project Schedule. The Project Coordinator's approval (if granted) shall be in writing. 2.7.4 Nothing in this Section 2.7 shall prevent the City from exercising its rights to terminate the Agreement, as provided elsewhere herein. 2.8 Consultant shall use its best efforts to maintain a constructive, professional, cooperative working relationship with the Project Coordinator, Contractor, and any and all other individuals and /or firms that have been contracted, or otherwise retained, to perform work on the Project. 2.9 The Consultant shall perform its duties under this Agreement, and under a Consultant Service Order, in a competent, timely and professional manner, and shall be responsible to the City for any failure in its performance, except to the extent that acts or omissions by the City make such performance impossible. The Consultant is responsible for the professional quality, technical accuracy, completeness, performance and coordination of all Services required under the Agreement and, specifically under any Consultant Service Order issued to the Consultant by the City (including the Services performed it sub - consultants), within the specified time period and specified cost. The Consultant shall perform the Services utilizing the skill, knowledge, and judgment ordinarily possessed and used by a proficient consulting with respect to the disciplines required for the performance of the Services in the State of Il CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) Florida. The Consultant is responsible for, and shall represent to City that its work conforms to the City's requirements, as set forth in the Agreement and in any particular Consultant Service Order issued to Consultant by the City. The Consultant shall be and remain liable to the City for all damages to the City caused by the Consultant's negligent acts or errors or omissions in the performance of the work. In addition to all other rights and remedies, which the City may have, the Consultant shall, at its expense, re- perform all or any portion of the Services to correct any deficiencies which result from the Consultant's failure to perform in accordance with the above standards. Neither the City's inspection, review, approval or acceptance of, nor payment for, any of the Services required under the Agreement shall be construed to relieve the Consultant (or any sub - consultant) of its obligations and responsibilities under the Agreement, nor constitute a waiver of any of the City's rights under the Agreement, or of any cause of action arising out of the performance of the Agreement. The Consultant and its sub - consultants shall be and remain liable to the City in accordance with Applicable Laws for all damages to City caused by any failure of the Consultant or its sub - consultants to comply with the terms and conditions of the Agreement or by the Consultant or any sub - consultants' misconduct, unlawful acts, negligent acts, errors or omissions in the performance of the Agreement. With respect to the performance of Services by sub - consultants, the Consultant shall, in approving and accepting such Services, ensure the professional quality, completeness, and coordination of the sub - consultant's Services. 2.9.1 Consultant Performance Evaluation The Consultant is advised that a performance evaluation of the work and /or services rendered throughout this Agreement will be completed by the City and kept in the City's files for evaluation of future solicitations. 2.10 The City shall have the right, at any time, in its sole and absolute discretion, to submit for review to other consultants (engaged by the City at its expense) any or all parts of the Services and the Consultant shall fully cooperate in such review(s). Whenever others are required to verify, review, or consider any Services performed by Consultant (including, without limitation, contractors, other design professionals, and /or other consultants retained by the City), the intent of such requirement is to enable the Consultant to receive input from others' professional expertise to identify any discrepancies, errors or omissions that are inconsistent with industry standards for design or construction of comparable projects; or which are inconsistent with Applicable Laws; or which are inconsistent with standards, decisions or approvals provided by the City under this Agreement. Consultant will use reasonable care and skill, in accordance and consistent with customary professional standards, in responding to items identified by other reviewers in accordance with this subsection. Consultant shall receive comments from reviewers, in writing, including, without limitation (and where applicable), via a set of marked -up drawings and specifications. Consultant shall address 12 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) J comments forwarded to it in a timely manner. The term "timely" shall be defined to mean as soon as possible under the circumstances, taking into account the timelines of the Project Schedule. 2.11 [Intentionally Omitted] 2.12 Consultant agrees that when any portion of the Services relates to a professional service which, under Florida Statutes, requires a license, certificate of authorization, or other form of legal entitlement to practice and /or perform such Service(s), it shall employ and /or retain only qualified duly licensed certified personnel to provide same. 2.13 Consultant agrees to designate, in writing, within five (5) calendar days after receiving a fully executed Consultant Service Order, a qualified licensed professional to serve as its project manager (hereinafter referred to as the "Project Manager "). The Project Manager shall be authorized and responsible to act on behalf of Consultant with respect to directing, coordinating and administrating all aspects of the Services. Consultant's Project Manager (as well as any replacement) shall be subject to the prior written approval of the City Manager or his designee (who in this case shall be the Project Coordinator). Replacement (including reassignment) of an approved Project Manager shall not be made without the prior written approval of the City Manager or his designee (i.e. the Project Coordinator). 2.13.1 Consultant agrees, within fourteen (14) calendar days of receipt of written notice from the City Manager or his designee (which notice shall state the cause therefore), to promptly remove and replace a Project Manager, or any other personnel employed or otherwise retained by Consultant for the Project ( including, without limitation, any sub - consultants). 2.14 Consultant agrees not to divulge, furnish or make available to any third party(ies), any non- public information concerning the Services or the Project, without the prior written consent of the City Manager or his designee (who shall be the Project Coordinator), unless such disclosure is incident to the proper performance of the Services; or the disclosure is required pursuant to Florida Public Records laws; or, in the course of judicial proceedings, where such information has been properly subpoenaed. Consultant shall also require its employees and sub - consultants to comply with this subsection. 2.15 The City and Consultant acknowledge that the Services, as described in this Agreement and in Schedule "A" hereto, do not delineate every detail and minor work task required to be performed by Consultant to complete the work and /or services described and delineated under a Consultant Service Order issued to Consultant by the City for a particular Project. If, during the course of performing work, services and /or tasks on a particular Consultant Service Order, Consultant determines that work 13 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) I and /or services should be performed to complete the Project (delineated under such Order) which is, in the Consultant's reasonable opinion, outside the level of effort originally anticipated in the Consultant Service Order (issued for the particular Project), then Consultant shall promptly notify the Project Coordinator, in writing, and must obtain the Project Coordinator's written consent before proceeding with such work and /or services. If Consultant proceeds with any such additional work and /or services without obtaining the prior written consent of the Project Coordinator, said work and /or services shall be deemed to be a Basic Service under this Agreement and shall also be deemed to be within the scope of services delineated in the Consultant Service Order (whether or not specifically addressed in such scope of services). Mere notice by Consultant to the Project Coordinator shall not constitute authorization or approval by the City to perform such work and /or services. Performance of any such work and /or services by Consultant without the prior written consent of the Project Coordinator shall be undertaken at Consultant's sole risk and liability. 2.16 Consultant shall establish, maintain, and categorize any and all Project documents and records pertinent to the Services and shall provide the City, upon request, with copies of any and all such documents and /or records. In addition, Consultant shall provide electronic document files to the City upon completion of the Project. 2.17 The City's participation in the design and construction of the Project shall in no way be deemed to relieve the Consultant of its professional duties and responsibilities under the Contract Documents or under Applicable Laws. 2.18 GREEN BUILDING STANDARDS: The Consultant shall comply with the requirements of Section 255.2575, Florida Statutes, and Chapter 100 of the City Code, as both may be amended from time to time, addressing applicable Leadership in Energy and Environmental Design (LEED) compliance requirements. 2.19 SUB - CONSULTANTS: All services provided by sub - consultants shall be consistent with those commitments made by the Consultant in its Proposal and during the competitive solicitation selection process and interview. Such services shall be undertaken and performed pursuant to appropriate written agreements between the Consultant and the sub - consultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. Nothing contained in this Agreement shall create any contractual relationship between the City and the sub - consultants. The Consultant shall not retain, add, or replace any sub - consultant without the prior written approval of the City Manager, in response to a written request from the Consultant stating the reasons for any 14 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) proposed substitution. Any approval of a sub - consultant by the City Manager shall not in any way shift the responsibility for the quality and acceptability by the City of the services performed by the sub - consultant from the Consultant to the City. The quality of services and acceptability to the City of the services performed by sub - consultants shall be the sole responsibility of Consultant. The Consultant shall cause the names of sub - consultants responsible for significant portions of the Services to be inserted on the plans and specifications. ARTICLE 3. THE CITY'S RESPONSIBILITIES 3.1 The City Manager shall designate a Project Coordinator, in writing, who shall be the City's authorized representative to coordinate, direct, and review all matters related to this Agreement and the Project during the design and construction of same (except unless otherwise expressly provided in this Agreement or the Contract Documents). The Project Coordinator shall be authorized (without limitation) to transmit instructions, receive information, and interpret and define City policies and decisions with respect to the Services and the Project. However, the Project Coordinator is not authorized to issue any verbal or written orders or instructions to Consultant that would have the affect (or be interpreted as having the effect) of modifying or changing, (in any way) the following: a) the Services described in this Agreement; b) the Term of this Agreement; or c) the amount of compensation the City is obligated or committed to pay Consultant. 3.2 The City shall make available to Consultant all information that the City has in its possession pertinent to the Project. Consultant hereby agrees and acknowledges that, in making any such information available to Consultant, the City makes no express or implied certification, warranty, and /or representation as to the accuracy or completeness of such information. The Consultant understands, and hereby agrees and acknowledges, that it is obligated to verify to the extent it deems necessary all information furnished by the City, and that it is solely responsible for the accuracy and applicability of all such information used by Consultant. Such verification shall include, without limitation, visual examination of existing conditions in all locations encompassed by the Project, where such examination can be made without using destructive measures (i.e. excavation or demolition). Survey information shall be spot checked to the extent that Consultant has satisfied itself as to the reliability of the information. 3.3 [Intentionally Omitted] 15 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) 3.4 At any time, in his /her sole discretion, the City Manager may furnish accounting, and insurance counseling services for the Project (including, without limitation, auditing services to verify the Consultant's applications for payment, or to ascertain that Consultant has properly remitted payment due to its sub - consultants or vendors). 3.5 If the City observes or otherwise becomes aware of any fault or defect in the Project, or non - conformance with the Contract Documents, the City, through the Project Coordinator, shall give prompt written notice thereof to the Consultant. 3.6 The City, acting in its proprietary capacity as Owner and not in its regulatory capacity, shall render any administrative approvals and decisions required under this Agreement, in writing, as reasonably expeditious for the orderly progress of the Services and of the Work. No City administrative (proprietary) approvals and /or decisions required under this Agreement shall be unreasonably conditioned, withheld, or delayed; provided, however, that the City shall at all times have the right to approve or reject any such requests for any reasonable basis. 3.7 The City Commission shall be the final authority to do or to approve the following actions or conduct, by passage of an enabling resolution or amendment to this Agreement: 3.7.1 Except where otherwise expressly noted in the Agreement or the Contract Documents, the City Commission shall be the body to consider, comment upon, or approve any amendments or modifications to this Agreement. 3.7.2 The City Commission shall be the body to consider, comment upon, or approve any assignment, of this Agreement. 3.7.3 Upon written request from Consultant, the City Commission shall hear appeals from administrative decisions of the City Manager or the Project Coordinator. In such cases, the Commission's decision shall be final and binding upon all parties. 3.7.4 The City Commission shall approve or consider all Contract Amendments that exceed the sum of twenty five thousand dollars ($25,000.00) (or other such amount as may be specified by the City of Miami Beach Procurement Ordinance, as amended). 3.8 Except where otherwise expressly noted in this Agreement, the City Manager shall serve as the City's primary representative to whom administrative (proprietary) requests for decisions and approvals required hereunder by the City shall be made. Except where otherwise expressly noted in 16 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) I his Agreement or the Contract Documents, the City Manager shall issue decisions and authorizations which may include, without limitation, proprietary review, approval, or comment upon the schedules, plans, reports, estimates, contracts, and other documents submitted to the City by Consultant. 3.8.1 The City Manager shall have prior review and approval of the Project Manager (and any replacements) and of any sub - consultants (and any replacements). 3.8.2 The City Manager shall decide, and render administrative (proprietary) decisions on matters arising pursuant to this Agreement which are not otherwise expressly provided for in this Agreement. In his /her discretion, the City Manager may also consult with the City Commission on such matters. 3.8.3 At the request of Consultant, the City Manager shall be authorized, but not required, to reallocate monies already budgeted toward payment of the Consultant; provided, however, that the Consultant's compensation (or other budgets established by this Agreement) may not be increased without the prior approval of the City Commission, which approval (if granted at all) shall be in its sole and reasonable discretion. 3.8.4 [Intentionally Omitted] 3.8.5 The City Manager may approve Contract Amendments which do not exceed the sum of twenty five thousand dollars ($25,000.00) (or other such amount as may be specified by the City of Miami Beach Purchasing Ordinance, as amended); provided that no such amendments increase any of the budgets established by this Agreement. 3.8.6 The City Manager may, in his /her sole discretion, form a committee or committees, or inquire of, or consult with, persons for the purpose of receiving advice and recommendations relating to the exercise of the City's powers, duties, and responsibilities under this Agreement or the Contract Documents. 3.8.7 The City Manager shall be the City Commission's authorized representative with regard to acting on behalf of the City in the event of issuing any default notice(s) under this Agreement, and, should such default remain uncured, in terminating the Agreement (pursuant to and in accordance with Article 10 hereof). ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST 4.1 [Intentionally Omitted] 4.2 Consultant shall certify and warrant to the City all estimates of Construction Cost prepared by 17 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) Consultant. 4.3 Consultant shall warrant and represent to the City that its review and evaluation of the Construction Cost Budget, Statement of Probable Construction Cost, and any other cost estimates prepared (or otherwise provided) by Consultant for the Project, represent Consultant's best judgment as an experienced design professional familiar with the construction industry; provided, however, that Consultant cannot (and does not) guarantee that bids or negotiated prices will not vary from any estimates of Construction Cost or other cost evaluation(s) prepared (or otherwise provided) by Consultant. 4.4 [Intentionally Omitted] 4.5 [Intentionally Omitted] ARTICLE 5. ADDITIONAL SERVICES 5.1 Additional Services shall only be performed by Consultant following receipt of written authorization by the Project Coordinator (which authorization must be obtained prior to commencement of any such additional work by Consultant). The written authorization shall contain a description of the Additional Services required; an hourly fee (in accordance with the rates in Schedule "C" hereto), with a "Not to Exceed" amount; Reimbursable Expenses (if any) with a "Not to Exceed" amount; the amended Construction Cost Budget (if applicable); the time required to complete the Additional Services; and an amended Project Schedule (if applicable). "Not to Exceed" shall mean the maximum cumulative hourly fees allowable (or, in the case of Reimbursable Expenses, the maximum cumulative expenses allowable), which the Consultant shall not exceed without further written authorization of the Project Coordinator. The "Not to Exceed" amount is not a guaranteed maximum cost for the additional work requested (or, in the case of Reimbursables, for the expenses), and all costs applicable to same shall be verifiable through time sheets (and, for Reimbursables, expense reviews). 5.2 Additional Services may include, but not be limited to, the following: 5.2.1 Providing additional work relative to the Project which arises from subsequent circumstances and causes which do not currently exist, or which are not contemplated by the parties at the time of execution of this Agreement (excluding circumstances and causes resulting from error, omission, inadvertence, or negligence of Consultant). 18 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) 5.2.2 Serving as an expert witness in connection with any public hearing, arbitration proceeding, or legal proceeding, unless the subject matter at issue has arisen from the error omission, inadvertence, or negligence of Consultant. 5.2.3 [Intentionally Omitted] 5.2.4 Assistance in connection with bid protests, re- bidding, or re- negotiating contracts (except for Contract Document revisions and re- bidding services required under Section 4.5 hereof, which shall be provided at no additional cost to City). ARTICLE 6. REIMBURSABLE EXPENSES 6.1 Reimbursable Expenses are an allowance set aside by the City and shall include actual expenditures made by the Consultant in the interest of the Project. Notwithstanding the preceding, any Reimbursable Expenses in excess of $500 must be authorized, in advance, in writing, by the Project Coordinator. Invoices or vouchers for Reimbursable Expenses shall be submitted to the Project Coordinator (along with any supporting receipts and other back -up material requested by the Project Coordinator). Consultant shall certify as to each such invoice and /or voucher that the amounts and items claimed as reimbursable are "true and correct and in accordance with the Agreement." 6.2 Reimbursable Expenses may include, but not be limited to, the following: 6.2.1 Cost of reproduction, courier, and postage and handling of drawings, plans, specifications, and other Project documents (excluding reproductions for the office use of the Consultant and its sub - consultants, and courier, postage and handling costs between the Consultant and its sub - consultants). 6.2.2 Costs for reproduction and preparation of graphics for community workshops. 6.2.3 Permit fees required by City of Miami Beach regulatory bodies having jurisdiction over the Project (i.e. City permit fees). ARTICLE 7. COMPENSATION FOR SERVICES 7.1 Consultant's "Lump Sum" or "Not to Exceed" fee for provision of the Services, or portions thereof, as may be set forth and described in the Consultant Service Order issued for a particular Project, shall be negotiated between City and Consultant, and shall be set forth in the Consultant Service Order, in the form attached as Schedule "B" hereto. 19 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) 7.2 Payments for Services shall be made within forty -five (45) calendar days of receipt and approval of an acceptable invoice by the Project Coordinator. Payments shall be made in proportion to the Services satisfactorily performed, so that the payments for Services never exceed the progress percentage noted in the Consultant's Progress Schedule (to be submitted with each invoice). No mark- up shall be allowed on subcontracted work. 7.3 Approved Additional Services shall be compensated in accordance with the hourly rates set forth in Schedule "C," attached hereto. Any request for payment of Additional Services shall be included with a Consultant payment request. No mark -up shall be allowed on Additional Services (whether sub - contracted or not). 7.4 Approved Reimbursable Expenses shall be paid in accordance with Article 6 hereto. Any request for payment of Reimbursable Expenses shall also be included with Consultant's payment request. No mark -up shall be allowed on Reimbursable Expenses. 7.5 ESCALATION: During the Term of this Agreement, the City may, by written directive approved and executed by the City Manager, adjust the fees included in the Hourly Billing Rate Schedule in Schedule "C" hereto, to reflect the change in the Consumer Price Index (CPI) on a year to year basis. Such adjustment will be based on the cumulative change of the CPI for the Miami urban area, provided that in no event shall any the annual increase exceed three percent (3 %). 7.6 No retainage shall be made from the Consultant's compensation on account of sums withheld by the City on payments to Contractor. 7.7 METHOD OF BILLING AND PAYMENT. Consultant shall invoice the Project Coordinator in a timely manner, but no more than once on a monthly basis. Invoices shall identify the nature and extent of the work performed; the total hours of work performed by employee category; and the respective hourly billing rate associated therewith. In the event sub - consultant work is used, the percentage of completion shall be identified. Invoices shall also itemize and summarize any Additional Services and /or Reimbursable Expenses. A copy of the written approval of the Project Coordinator for the requested Additional Service(s) or Reimbursable Expense(s) shall accompany the invoice. 7.7.1 If requested, Consultant shall provide back -up for past and current invoices that records hours for all work (by employee category), and cost itemizations for Reimbursable Expenses (by category). 20 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) 7.7.2 The City shall pay Consultant within forty -five (45) calendar days from receipt and approval of an acceptable invoice by the Project Coordinator. 7.7.3 Upon completion of the Services, Consultant's final payment shall require the prior written approval of the City Manager before disbursement of same. ARTICLE 8. CONSULTANT'S ACCOUNTING AND OTHER RECORDS All books, records (whether financial or otherwise), correspondence, technical documents, and any other records or documents related to the Services and /or Project will be available for examination and audit by the City Manager, or his /her authorized representatives, at Consultant's office (at the address designated in Article 15 [ "Notices "]), during customary business hours upon reasonable prior written notice. All such records shall be kept at least for a period of three (3) years after Consultant's completion of the Services. Incomplete or incorrect entries in such records and accounts relating personnel services and expenses may be grounds for City's disallowance of any fees or expenses based upon such entries. Consultant shall also bind its sub - consultants to the requirements of this Article and ensure compliance therewith ARTICLE 9. OWNERSHIP OF PROJECT DOCUMENTS 9.1 All notes, correspondence, documents, plans and specifications, designs, drawings, renderings, calculations, specifications, models, photographs, reports, surveys, investigations, and any other documents (whether completed or partially completed) and copyrights thereto for Services performed or produced in the performance of this Agreement, or related to the Project, whether in paper or other hard copy medium or in electronic medium, except with respect to copyrighted standard details and designs owned by the Consultant or owned by a third party and licensed to the Consultant for use and reproduction, shall become the property of the City. Consultant shall deliver all such documents to the Project Coordinator within thirty (30) days of completion of the Services (or within thirty (30) days of expiration or earlier termination of this Agreement as the case may be). However, the City may grant an exclusive license of the copyright to the Consultant for reusing and reproducing copyrighted materials or portions thereof as authorized by the City Manager in advance and in writing, In addition, the Consultant shall not disclose, release, or make available any document to any third party without prior written approval from the City Manager. The Consultant shall warrant to the City that it has been granted a license to use and reproduce any standard details and designs owned by a third party and used or reproduced by the Consultant in the performance of this Agreement. Nothing 21 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) contained herein shall be deemed to exclude any document from Chapter 119, Florida Statutes. 9.2 The Consultant is permitted to reproduce copyrighted material described above subject to prior written approval of the City Manager. 9.3 At the City's option, the Consultant may be authorized, as an Additional Service, to adapt copyrighted material for additional or other work for the City; however, payment to the Consultant for such adaptations will be limited to an amount not greater than 50% of the original fee earned to adapt the original copyrighted material to a new site. 9.4 The City shall have the right to modify the Project or any components thereof without permission from the Consultant or without any additional compensation to the Consultant. The Consultant shall be released from any liability resulting from such modification. 9.5 The Consultant shall bind all sub - consultants to the Agreement requirements for re -use of plans and specifications. ARTICLE 10. TERMINATION OF AGREEMENT 10.1 TERMINATION FOR LACK OF FUNDS: The City is a governmental entity and is subject to the appropriation of funds by its legislative body in an amount sufficient to allow continuation of its performance in accordance with the terms and conditions of this Agreement. In the event there is a lack of adequate funding either for the Services or the Project (or both), the City may terminate this Agreement without further liability to the City. 10.2 TERMINATION FOR CAUSE: The City, through the City Manager, may terminate this Agreement for cause, upon written notice to Consultant, in the event that the Consultant (1) violates any provision of this Agreement or performs same in bad faith; (2) unreasonably delays the performance of the Services or any portion thereof; or (3) does not perform the Services or any portion thereof in a timely and satisfactory manner. In the case of termination for cause by the City, the Consultant shall first be granted a thirty (30) day cure period (commencing upon receipt of the initial written notice of default from the City). 10.2.1 In the event this Agreement is terminated for cause by the City, the City, at its sole option and discretion, may take over the remaining Services and complete them by contracting with another consultant(s), or otherwise. The Consultant shall be liable to the City for any 22 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) additional cost(s) incurred by the City due to such termination. "Additional Cost" is defined as the difference between the actual cost of completion of the Services, and the cost of completion of such Services had the Agreement not been terminated. 10.2.2 In the event of termination for cause by the City, the City shall only be obligated to pay Consultant for those Services satisfactorily performed and accepted prior to the date of termination (as such date is set forth in, or can be calculated from, the City's initial written default notice). Upon payment of any amount which may be due to Consultant pursuant to this subsection 10.2.2, the City shall have no further liability to Consultant. 10.2.3 As a condition precedent to release of any payment which may be due to Consultant under subsection 10.2.2, the Consultant shall promptly assemble and deliver to the Project Coordinator any and all Project documents prepared (or caused to be prepared) by Consultant(including, without limitation, those referenced in subsection 9.1 hereof). The City shall not be responsible for any cost incurred by Consultant for assembly, copy, and /or delivery of Project documents pursuant to this subsection. 10.3 TERMINATION FOR CONVENIENCE: In addition to the City's right to terminate for cause, the City through the City Manager, may also terminate this Agreement, upon fourteen (14) days prior written notice to Consultant, for convenience, without cause, and without penalty, when (in its sole discretion) it deems such termination to be in the best interest of the City. In the event the City terminates the Agreement for convenience, Consultant shall be compensated for all Services satisfactorily performed and accepted up to the termination date (as set forth in the City's written notice), and for Consultant's costs in assembly and delivery to the Project Coordinator of the Project documents (referenced in subsection 10.2.3 above). Upon payment of any amount which may be due to Consultant pursuant this subsection 10.3, the City shall have no further liability to Consultant. 10.4 TERMINATION BY CONSULTANT: The Consultant may only terminate this Agreement for cause, upon thirty (30) days prior written notice to the City, in the event that the City willfully violates any provisions of this Agreement or unreasonably delays payment of the Services or any portion thereof. In the event of a termination for cause by Consultant, the City shall pay Consultant for any Services satisfactorily performed and accepted up to the date of termination; provided, however, that the City shall first be granted a thirty (30) day cure period (commencing upon receipt of Consultant's initial written notice). 10.4.1 The Consultant shall have no right to terminate this Agreement for convenience. 23 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) 10.5 IMPLEMENTATION OF TERMINATION: In the event of termination (whether for cause or for convenience), the Consultant shall immediately, upon receipt of the City's written notice of termination: (1) stop the performance of Services; (2) place no further orders or issue any other subcontracts, except for those which may have already been approved, in writing, by the Project Coordinator; (3) terminate all existing orders and subcontracts; and (4) promptly assemble all Project documents (for delivery to the Project Coordinator). ARTICLE 11. INSURANCE 11.1 At all times during the Term of this Agreement, Consultant shall maintain the following required insurance coverage in full force and effect. The Consultant shall not commence any work until satisfactory proof of all required insurance coverage has been furnished to the Project Coordinator: (a) Professional Liability Insurance, in the amount of one million dollars ($1,000,000.00), per claim, with a maximum deductible of $150,000 per occurrence, $450,000 aggregate. Consultant shall notify the Project Coordinator, in writing, within thirty (30) days of any claims filed or made against its Professional Liability Insurance policy. (b) Comprehensive General Liability Insurance, in the amount of one million dollars ($1,000,000.00), Single Limit Bodily Injury and Property Damage coverage, for each occurrence, which shall include products, completed operations, and contractual liability coverage. The City of Miami Beach, Florida must be named as an additional insured on this policy. (c) Worker's Compensation and Employer's Liability coverage within the statutory limits required under Florida law. 11.2 The Consultant must give the Project Coordinator at least thirty (30) days prior written notice of cancellation or of substantial modifications in any required insurance coverage. All certificates and endorsements shall contain this requirement. 11.3 The insurance must be furnished by an insurance company rated B +:VI or better, or its equivalent, according to Bests' Guide Rating Book, and by insurance companies duly authorized to do business in the State of Florida, and countersigned by the company's Florida resident agent. 11.4 Consultant shall provide the Project Coordinator with a certificate of insurance of all required 24 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) insurance policies. The City reserves the right to require a certified copy of such policies, upon written request to Consultant. ARTICLE 12. INDEMNIFICATION AND HOLD HARMLESS 12.1 Pursuant to Section 725.08, Florida Statutes, the Consultant shall indemnify and hold harmless the City and its officers, employees, agents, and instrumentalities, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Consultant and other persons employed or utilized by the Consultant in the performance of this Agreement and /or in the performance of any Consultant Service Order issued by the City to Consultant pursuant to this Agreement. The Consultant shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits, or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. Consultant expressly understands and agrees that any insurance protection required by this Agreement (or otherwise provided by Consultant) shall in no way limit its responsibility to indemnify, keep, and save harmless and defend the City or its officers, employees, agents, and instrumentalities as herein provided. 12.2 The Consultant agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any negligent, reckless, or intentionally wrongful actions, errors or omissions of the Consultant in which the City participated either through review or concurrence of the Consultant's actions. In reviewing, approving or rejecting any submissions by the Contractor, or other acts of the Consultant, the City in no way assumes or shares any responsibility or liability of the Consultant (including, without limitation its sub - consultants and /or any registered professionals (architects and /or engineers) under this Agreement). ARTICLE 13. ERRORS AND OMISSIONS 13.1 ERRORS AND OMISSIONS: It is specifically agreed that any construction changes categorized by the City as caused by an error, an omission, or any combination thereof in the Contract Documents that were prepared by the Consultant will constitute an additional cost to the City that 25 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) would not have been incurred without the error. The damages to the City for errors, omissions or any combinations thereof shall be calculated as the total cost of any damages or incremental costs to the City resulting out of the errors or omissions by the Consultant. Damages shall include delay damages caused by the error, omission, or any combination thereof. Should the Consultant disagree that all or part of such damages are the result of errors, omissions, or any combination thereof, the Consultant may appeal this determination, in writing, to the City's Capital Improvement Projects Director (the Director). The Director's decision on all claims, questions and disputes shall be final, conclusive and binding upon the parties hereto unless such determination is clearly arbitrary or unreasonable. In the event that the Consultant does not agree with the decision of the Director, the Consultant shall present any such objections, in writing, to the City Manager. The Director and the Consultant shall abide by the decision of the City Manager. This paragraph does not constitute a waiver of any party's right to proceed in a court of competent jurisdiction after the above administrative remedies have been exhausted. ARTICLE 14. LIMITATION OF LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a limit on its liability for any cause of action for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds $10,000, less any amount(s) actually paid to Consultant hereunder. Consultant hereby expresses its willingness to enter into this Agreement, with Consultant's recovery from the City for any damages for action for breach of contract to be limited to $10,000, less any amount(s) actually paid by the City to the Consultant hereunder. Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant hereby agrees that the City shall not be liable to Consultant for money damages due to an alleged breach by the City of this Agreement, in an amount in excess $10,000, which amount shall be reduced by any amount(s) actually paid by the City to Consultant hereunder. Nothing contained in this subsection, or elsewhere in this Agreement, is in any way intended to be a waiver of the limitation placed upon City's liability, as set forth in Section 768.28, Florida Statutes. 26 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) ARTICLE 15. NOTICE All written notices given to City by Consultant shall be addressed to: City Manager's Office City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: Jorge Gomez, Assistant City Manager With a copy to: Capital Improvement Projects Office City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: Fernando Vazquez, CIP Director All written notices given to the Consultant from the City shall be addressed to: Atkins North America, Inc. 2001 Northwest 107th Avenue Miami, Florida 33172 -2507 Attn: David Carter, CCM, Senior Vice President All notices mailed to either party shall be deemed to be sufficiently transmitted if sent by certified mail, return receipt requested. ARTICLE 16. MISCELLANEOUS PROVISIONS 16.1 VENUE: This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be Miami -Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, in federal court. BY ENTERING INTO THIS AGREEMENT, CONSULTANT AND CITY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. 27 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) 16.2 EQUAL OPPORTUNITY EMPLOYMENT GOALS: Consultant agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, national origin, religion, sex, gender identity, sexual orientation, disability, marital or familial status, or age, and will take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, national origin, religion, sex, gender identity, sexual orientation, disability, marital or familial status, or age. 16.3 PUBLIC ENTITY CRIMES ACT: In accordance with the Public Entity Crimes Act (Section 287.133, Florida Statutes), a person or affiliate who is a consultant, who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to the City, may not submit a bid on a contract with the City for the construction or repair of a public building or public work, may not bid on leases of real property to the City, may not be awarded or perform work as a contractor, supplier, subcontractor, or subconsultant under a contract with the City, and may not transact business with the City in excess of the threshold amount provided in Section 287.017, Florida Statutes, for Category Two, for a period of 36 months from the date of being placed on the convicted vendor list. For violation of this subsection by Consultant, City shall have the right to terminate the Agreement without any liability to City, and pursue debarment of Consultant 16.4 NO CONTINGENT FEE: Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this subsection, City shall have the right to terminate the Agreement, without any liability or, at its discretion, to deduct from the contract price (or otherwise recover) the full amount of such fee, commission, percentage, gift, or consideration. 16.5 LAWS AND REGULATIONS: 16.5.1 The Consultant shall, during the Term of this Agreement, be governed by Federal, State, Miami -Dade County, and City laws, ordinances, and codes which may have a bearing on the Services involved in the Project. 28 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) 16.5.2 Proiect Documents In accordance with Section 119.07 (3) (ee), Florida Statutes, entitled "Inspection, Examination, and Duplication of Records; Exemptions," all building plans, blueprints, schematic drawings, and diagrams, including draft, preliminary, and final formats, are exempt from the provisions of Section 119.07(1), Florida Statutes (inspection and copying of public records), and s. 24(a), Article I of the State Constitution. Information made exempt by this paragraph, with prior written approval from the City Manager, may be disclosed to another entity to perform its duties and responsibilities; to a licensed architect, engineer, or contractor who is performing work on or related to the Project; or upon a showing of good cause before a court of competent jurisdiction. The entities or persons receiving such information shall maintain the exempt status of the information. 16.5.2.1 In addition to the requirements in this subsection 16.5.2, the Consultant agrees to abide by all applicable Federal, State, and City procedures, as may be amended from time to time, by which the documents are handled, copied, and distributed which may include, but is not limited to, each employee of Consultant and sub - consultants that will be involved in the Project being required to sign an agreement stating that they will not copy, duplicate, or distribute the documents unless authorized by the City Manager, in writing. 16.5.2.2 The Consultant and its sub - consultants agree in writing that the Project documents are to be kept and maintained in a secure location. 16.5.2.3 Each set of the Project documents are to be numbered and the whereabouts of the documents shall be tracked at all times. 16.5.2.4 A log is developed to track each set of documents logging in the date, time, and name of the individual(s) that work on or view the documents. 16.6 CORRECTIONS TO CONTRACT DOCUMENTS: The Consultant shall prepare, without added compensation, all necessary supplemental documents to correct errors, omissions, and /or ambiguities which may exist in the Contract Documents prepared by Consultant, including documents prepared by its sub - consultants. Compliance with this subsection shall not be construed to relieve the Consultant from any liability resulting from any such errors, omissions, and /or ambiguities in the Contract Documents and other documents or Services related thereto. 29 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) 16.7 WARRANTY: The Consultant warrants that the Services furnished to the City under this Agreement and under any Consultant Service Order issued by the City to Consultant shall conform to the quality expected of and usually provided by the profession in the State of Florida applicable to the design and construction of public and commercial facilities. 16.8 NON - EXCLUSIVITY: Notwithstanding any provision of this non - exclusive Agreement, the City is not precluded from retaining or utilizing any other architect, engineer, design professional or other consultant to perform any incidental Basic Services, Additional Services, or other professional services within the contract limits defined in the Agreement. The Consultant shall have no claim against the City as a result of the City electing to retain or utilize such other architect, engineer, design professional, or other consultant to perform any such incidental Services. 16.9 ASSIGNMENT: The Consultant shall not assign, transfer or convey this Agreement to any other person, firm, association or corporation, in whole or in part, without the prior written consent of the City Commission, which consent, if given at all, shall be at the Commission's sole option and discretion. However, the Consultant will be permitted to cause portions of the Services to be performed by sub - consultants, subject to the prior written approval of the City Manager. 16.10 SUCCESSORS AND ASSIGNS: The Consultant and the City each binds himself /herself, his /her partners, successors, legal representatives and assigns to the other party of the Agreement and to the partners, successors, legal representatives, and assigns of such party in respect to all covenants of this Agreement. The Consultant shall afford the City (through the City Commission) the opportunity to approve or reject all proposed assignees, successors or other changes in the ownership structure and composition of the Consultant. Failure to do so constitutes a breach of this Agreement by the Consultant. 16.11 PROVISION OF ITEMS NECESSARY TO COMPLETE SERVICES: In the performance of the Services prescribed herein, it shall be the responsibility of the Consultant to provide all salaries, wages, materials, equipment, sub - consultants, and other purchased services, etc., as necessary to complete said Services. 16.12 INTENT OF AGREEMENT: 16.12.1 The intent of the Agreement is for the Consultant to provide design services, and to include all necessary items for the proper completion of such services for a fully functional Project which, when constructed in accordance with the design, will be able to be used by the 30 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) City for its intended purpose. The Consultant shall perform, as Basic Services, such incidental work which may not be specifically referenced, as necessary to complete the Project. 16.12.2 This Agreement is for the benefit of the parties only and it does not grant rights to a third party beneficiary, to any person, nor does it authorize anyone not a party to the Agreement to maintain a suit for personal injuries, professional liability, or property damage pursuant to the terms or provisions of the Agreement. 16.12.3 No acceptance, order, payment, or certificate of or by the City, or its employees or agents, shall either stop the City from asserting any rights or operate as a waiver of any provisions hereof or of any power or right herein reserved to the City or of any rights to damages herein provided. 16.13 This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained herein; and the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the parties 'agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless memorialized in written document approval and executed with the same formality and of equal dignity herewith. 31 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) IN WITNESS WHEREOF, the parties hereto have hereunto caused these presents to be signed in their names by their duly authorized officers and principals, attested by their respective witnesses and City Clerk on the day and year first hereinabove written. Attest CITY OF MIAMI BEACH: CITY CLERK VIPE 'JERRY LIBBIN ATKINS NORTH AMERICA, INC. Attest Signature Signa re Rene de los R ios David J. Carter Assistant Secretary Senior Vice President Print Name / Title Print Name / Title ,w q6116514118 , r ..1 0 0 ?,l H A MF ya PO � - SEAL Z 1960 j 1 • •.�ORIOa .� • APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION At rney ID 32 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) NOTE TO AGREEMENT SCHEDULES NOTE: WITH THE EXCEPTION OF SCHEDULES "A" AND "C" (BASIC SERVICES AND CONSULTANT'S HOURLY BILLING RATE SCHEDULE), THE ATTACHED SCHEDULES ARE FOR, ILLUSTRATIVE PURPOSES ONLY. WHEN CONSULTANT IS ISSUED A CONSULTANT SERVICE ORDER FOR A PARTICULAR PROJECT PURSUANT TO THIS AGREEMENT, THEN THE SPECIFIC SCHEDULES PERTAINING TO THAT PARTICULAR WORK, SERVICES AND /OR TASKS (I.E. THE SCOPE OF SERVICES; CONSULTANT COMPENSATION; CONSTRUCTION COST BUDGET; PROJECT SCHEDULE; ETC) SHALL BE NEGOTIATED BETWEEN THE CITY AND THE CONSULTANT AND THE TERMS OF THIS AGREEMENT SHALL GOVERN FOR THAT PARTICULAR PROJECT. 33 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) SCHEDULE A SCOPE OF SERVICES The Consultant shall provide Constructability, Cost and Value Engineering Services pursuant to the Agreement. The Scope of Services shall consist, of but not be limited to, the following: 1. Consultant shall provide detailed quantity take off of materials required to complete various projects in accordance with technical specifications and design documents. 2. Consultant shall provide detailed estimate of labor and material costs in an Excel spreadsheet format showing unit prices, based on past comparable unit costs specifically associated with the South Florida Market. The estimates will be contained in a single spreadsheet showing cost comparisons individually tabulated. Consultant shall identify any comparable projects, including completion dates that were used to develop the construction cost estimate. 3. Consultant shall provide detailed constructability review with recommendations for alternate means and methods of construction activities, value engineering, scheduling, and construction sequencing that will potentially reduce costs of the Project. 4. Consultant shall provide a cost comparison to a recognized construction cost estimating service adjusted for South Florida construction. (RS Means or equivalent). 5. Consultant shall provide support to City staff and participate in the value engineering reviews with Contractor(s). 6. Consultant shall provide support to City Staff in the bidding and award phase of projects. The Consultant shall provide Basic Services, on an "as needed basis" meaning that each firm awarded a contract hereby agrees to be placed on a list of professionals that will provide Constructability, Cost and Value Engineering Services where the City may call upon them to perform professional services for certain City projects, (the Project or Projects), as assigned by the City, in its sole discretion and judgment. As the need for service arise, firms will be contacted to provide the necessary professional services according to the negotiated scope of 34 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) 'work and cost. Professional services will be quoted as a lump sum based on the estimated hours to complete a project and in accordance with the hourly rates set forth in Schedule "C ", attached hereto. The Services will be commenced by the Consultant upon receipt of a written Consultant Service Order signed by the City Manager or his designee. Consultant shall countersign the Consultant Service Order upon receipt, and return the signed copy to the City. 35 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) SCHEDULE A -1 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND ATKINS NORTH AMERICA, INC. CONSULTANT SERVICE ORDER Service Order No. for Consulting Services. TO: DATE: SCOPE OF SERVICES: _Per attached proposal dated to be considered part of this Agreement. Project Name and No: Estimated calendar days to complete this work: da ys Start Date: Y Fee for this Service Order: $ The above fee is a Lump Sum or an Upset Limit (check one). CIP Project Coordinator Date CIP Assistant Director Date Atkins North America, Inc. Date CIP Director Date City Manager Date 36 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) SCHEDULE B CONSULTANT COMPENSATION AGREEMENT BETWEEN CITY OF MIAMI BEACH AND ATKINS NORTH AMERICA, INC. FOR CONSTRUCTABILITY, COST, AND VALUE ENGINEERING REVIEW SERVICES Project Name and No Scope of Services Fee for this Service Order: $ Note *: These services will be paid lump sum based on percentage of work complete as identified in the Consultant Service Order. 37 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) SCHEDULE C HOURLY BILLING RATE SCHEDULE CATEGORIES Hourly Rates � Project Principal $155.00 Project Manager $125.00 Senior Cost Estimator $100.00 Cost Estimator $70.00 Senior Scheduler $95.00 Scheduler $65.00 Value Engineering Specialist $125.00 Sr. Construction Manager $105.00 Construction Manager $95.00 Senior Claims Specialist $125.00 Sr. Civil Engineer $125.00 Civil Engineer $105.00 Sr. Mechanical Engineer $125.00 Mechanical Engineer $105.00 Sr. Electrical Engineer $125.00 Electrical Engineer $105.00 Traffic Engineer $105.00 Sr. Architect $125.00 Architect $105.00 Sr. Computer Specialist $100.00 Computer Specialist $85.00 Documents Control Specialist $55.00 Sr. CAD Technician $65.00 CAD Technician $55.00 Clerical j Admin. $35.00 38 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) SCHEDULE D INSURANCE REQUIREMENTS AND SWORN AFFIDAVITS See Attached 39 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) SCHEDULE E BEST VALUE AMENDMENT The Consultant agrees to abide by all the required documentation of the City's Performance Information Procurement System and submit the weekly reports. 40 CITY APPROVED ROTATIONAL CONSULTANT (MAY 2012) CERTIFICATE OF LIABILITY INSURANCE Pa e 1 of 2 05 / 29/2`" g THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE;DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,.AND THE CERTIFICATE HOLDER. IMPORTANT`. If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder 'in lieu of such endorsement(s). PRODUCER - CONTACT Willis of New "York, Inc. PHONE FAX - .c /o 26 Century Blvd. 877-945-7378 888- 467 -2378- P.. -0.. .BoX.305191 E-MAIL certificates @willis.com Nashville, TN .37230 -.5191 INSURER(S)AFFORDINGCOVERAGE NAIC# INSURERA:Greenwich - Insurance Company 22322 -001 INSURED INSURERB:XL Specialty Insurance Company 37885 -001 Atkins North America, Inc. 2001 NW 107th.Avenue INSURERC:Underwriter's at Lloyds 15792 -001 ;Miami, FL 3317.2 -.2507 INSURERD: - t INSURERE: - INSURER F: COVERAGES CERTIFICATE NUMBER:17933924 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE - POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. - LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR - TYPE. OF INSURANCE SUB POLICYNUMBER POLICYEFF POLICY EXP LIMITS A GENERAL LIABILITY Y CGG740901601 4/1/2012 4/1/2013 EACH OCCURRENCE $ 1,0 'X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Eaoccurence $ 1 1 000,000 ;CLAIMS -MADE OCCUR - VIEDEXP(Anyoneperson) $ 300,000 - X Contractual Liability PERSONAL &ADV INJURY $ 1 000' o00 '2 GENERAL AGGREGATE '$ 2. 000,000 GEN'L AGGREGATE LIMIT APPLIES PER: .�� PRODUCTS- COMP /OPAGG $ 2, POLICY •X 'PRO- X LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT q (Ea accident) $ ANY-AUTO - - - r - - BODILY INJURY(Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS ( BODILY INJURY(Peraccident) $ HIRED AUTOS _. NON - OWNED _. -_ _.. -_ ._. - - - PROPERTY DAMAGE - - - AUTOS (Peraccident) $ UMBRELLA LIAB OCCUR EACHOCCURRENCE $ EXCESS LIAB' CLAIMS -MADE AGGREGATE $ DED RETENTION $ $ - B WORKERS COMPENSATION CWG740901501 4/1/2012 4/1/2013 X WCS ATU- TH I ' M AND EMPLOYERS'LIABILITY _ ANYPROPRIETOR /PARTNER/EXECUTIVE� NIA E.L. EACH ACCIDENT $ .1 000, 000 OFFICER /MEMBER EXCLUDED? - (Mandatory in NH) E.L. DISEASE -.EA EMPLOYEE $ '1 , 000, 0.00 f yes, describe under t DESCRIPTION OF OPERATIONS below E.L. DISEASE - 'POLICY LIMIT $ 1 C Professional - B080111209P1'2 4/1/2012 4/1/2013. $1,000,000 Each Claim & :Liability- Claims.Made $1,000,000 Annual Aggregate 11 /11 /1961•'Retrodate e .DESCRIPTION OF OPERATIONS I LOCATIONS VEHICLES (Attach Acord 101, Additonal Remarks Schedule, if more space is required) I Re: - Resolution No.. 2011- 27760 - Constructability, Cost, and'Value.Engineering Review Services . Effective April 1,.2011, Post, Buckley, Schuh & Jernigan, Inc.., d /b /a PBS &J. changed its name �officially'to Atkins North America, Inc. Greenwich Insurance Companies 'Best Rating A'XV XL.Specialty Insurance Company 'Best Rating A+ XV kUnderwriters at Lloyd's London'AM Best .Rating: A XV.• 'CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE.DESCRIBED POLICIES BE CANCELLED BEFORE 1 - THE EXPIRATION DATE THEREOF, NOTICE WILL'.BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Miami'Beach .City's Manager's Office AUTHORIZED REPRESENTATIVE j :Attn: Jorge Gomez; 'Assistant - City Manager i .1700 Convention Center.Drive - Miami Beach, 'FL 33139 Coll- ::3745.276 :Tpl:143674 7 Cert:1793.3924 © 1988- 2010ACORD CORPORATION. All rights reserved. I -- ACORD25 (2010/05) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 33004588 -' LOC #: ACORO® _ ADDITIONAL REMARKS SCHEDULE Paged "of ?..• i .AGENCY - NAMED INSURED - - Atkins.,North•America, 'Inc.. Willis of New York, Inc:. 2001:NW 107th Avenue 1 POLICY NUMBER Miami, 'FL 3317.2 -2507 See First Page ?- CARRIER • NAIC CODE . See First Page EFFECTIVE DATE: 'See First 'Pag e ADDITIONAL REMARKS I THIS ADDITIONAL REMARKS FORM IS.A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF .LIABILITY INSURANCE { Professional Liability ,policy written on claims -made basis:' There . are no Deductibles or Self - Insured Retentions on .the General Liability Workers compensation. k City o,f,Miami Beach,, Florida is-included as.an.'Additional as- .respec.ts General-Liability. i • r i . t f , , ACORD 101 (2008/01) Coll ":3745276 Tpl :1436747 Cert :.T7933924 ©.2008•ACORD CORPORATION. • Ali rights reserved. The ACORD name and 1ogo.are registered marks:of'ACORD I POLICY NUMBER: CGG740901601 t COMMERCIAL GENERAL- LIABILITY CG 02 24 10 93 ' THIS ENDORSEMENT CHANGES'THE POLICY. PLEASE READ IT CAREFULLY. EARLIER - NOTICE OF CANCELLATION .PROVIDED BY US #' This endorsement modifies insurance provided under the following: 1 COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART - 1 PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART ' SCHEDULE t " " Number of Days' Notice 90 (If no entry appears,above, information required to complete this Schedule will be shown in the Declarations as applicable to this endorsement.) For any statutorily permitted reason other than Policy Condition or as amended by. an applicable nonpayment of premium, the number of days state cancellation endorsement, is increased to the required for notice. of cancellation, -as provided in'. number of days shown in the Schedule above. 4 paragraph 2. of either the CANCELLATION Common E , { } CG'02.2410.93 Copyright, Insurance Services Office, Inc.,, 1992 l , UMR: 130801 1 1 209P 12 .1 Insured: WS Atkins Pic Type of Risk: Insurance of: Primary Professional Indemnity Insurance j Period: 1 April 2012 to 31 March 2013 i r 4.12 Cancellation .If INSURERS cancel this policy prior to its expiry date by notice to the INSURED for any reason, INSURERS j will send written notice of cancellation to the persons or organizations listed in the schedule to be created and 1 maintained by the INSURED (the "Cancellation Notice Schedule ") at least 30 days prior to the cancellation date applicable to the policy. This notice will be in addition to any notice to the INSURED. The INSURED will provide an updated copy of the Cancellation Notice Schedule to Insurers on a monthly basis: The notice referenced in this endorsement is intended only to be a courtesy notification to the person(s) or organization(s) named in the Cancellation Notice Schedule in the event of a pending cancellation of- coverage. INSURERS have no legal obligation of any kind.to any such person(s) or organization(s). Any failure to provide advance notice of cancellation to the person(s) or organizations) named in the Cancellation Notice Schedule will impose no obligation or liability of any kind upon INSURERS, will not extend any policy cancellation date and will not negate any cancellation of the policy: { INSURERS are not responsible for verifying.any.information in any. Cancellation Notice Schedule, °nor are . INSURERS responsible 'for any incorrect information that the .INSURED may use. J , i 3 , t— • ,. a .. � 1. RLSK DETAILS . .UNIQUE MARKE - " REFERENCE: B080111209P12 . t Primary Professional Indemnity Insurance INSURED: A) W S Atkins plc formerly W S Atkins Ltd and/or Associated and/or Subsidiary Companies and Partnerships including but not limited toFaidiful+Gould (formerly Hariscomb Faithful & Gould) and the Houston, Texas office cf MSL , Engineering Ltd and as more fully defined herein but excluding the entities listed as INSURED B). B) The Atkins North America Holdings Corporation which'is comprised of the following entities: Atkins North America Inc; . Atkins Michigan Inc; Atkins, P.A.; Peter R Brown Construction, Inc; 1 Atkins Caribe, LLP; and the entities formerly known as: t .. The PBSJ Corporation Past, Buckley, Schuh & Jernigan, Inc. doing business as PBS &J PBS &J, P.A. PBS &J Canoe Engineering C.S.P. PBS&J:Coustmctors, Inc. PBS &J International, Inc. PBS &J Construction Services, Inc. Seminole Development Corporation. Post Buckley de Argentina S.A. John'Powell & Associates,. Inc John Powell & Associates John Powell & Associates, a Sole Proprietor Durham'Technologies, Inc. i Welker & Associates Tri-Line Associates, Inc.. j W. Koo & Associates, Inc. . Croslin & Associates, Inc. Land & Water Consulting EIP Associates Eca Science Corporation t Peter Brown Construction,'Inc. PBS &J Caribe, LLP d and/or Associated and/or "Subsidiary Companies and Partnerships and as more fully defined herein.." I , Page •I B080111209P12 Wiais Limited . S1ip911702615 S— d:221031201216.40:00 ' j WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99.01'10 (Ed. 1/08) THIS. ENDORSEMENT'CHANGES THE POLICY. PLEASE READ IT CAREFULLY. EARLIER NOTICE OF CANCELLATION PRO VIDED'BY US ENDORSEMENT l , This endorsement modifies insurance;provided under the following:: " WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY Number of Days Notice: 90 (If no entry appears above, information required to complete this Schedule will be shown in the Declarations as applicable to this endorsement.) For any statutorily permitted reason other than nonpayment of premium, the number of days required for notice of cancellation, as provided, in PART SIX CONDITIONS,' D. Cancelation of the Workers' Compensation and Employers' Liability Insurance Policy or as amended by an applicable state cancellation endorsement, is increased to the number of days shown in the Schedule above. - All other terms and conditions remain the same. t This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when`this endorsement is Issued subsequent to preparation of the policy.) Endorsement Effective April 1, 2012 Policy No. CWG740901501 Endorsement No. Insured "ATKINS US HOLDINGS INC. Insurance Company 'XGSPECIALTY INSURANCE.COMPANY Countersigned by WC 99 01 10 Ed. 1108 ® 2007 XL America, Inc. - r POLICY'NUMBER: CGG740901601 COMMERCIAL GENERAL LIABILITY CG 20.37 07 04 r . THIS:ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT : CAREFULLY. . ADDITIONAL ENSURED OWNERS, LESSEES OR CONTRACTORS`- COMPLETED OPERATIONS This endorsement modifies insurance.provided under the followings COMMERCIAL GENERAL LIABILITY COVERAGE PART, SCHEDULE t . .Name of Additional Insured Person(s) Or Organization(s) Location And Description of Completed Operations - ANY PERSON OR ORG'ANIZATI'ON WITH WHOM YOU VARIOUS AS REQUIRED PER.WRITTEN CONTRACT.. HAVE AGREED, THROUGH WRITTEN CONTRACT, AGREEMENT OR PERMIT, EXECUTED PRIOR TO THE LOSS, TO PROVIDE'ADDITIONAL INSURED COVERAGE. Information required to complete this Schedule, if shown above, will'be shown in the Declarations. 'Section II —Who Is An Insured is amended to include as an additional insured the person(s) or - organization(s) shown in the Schedule, but only with respect to : liability for "bodily injury" or "property damage" caused, in .whole or in part, by "your work at the location designated and described in the schedule of this 'endorsement performed for that additional. insured and 'included 'in the "products-completed operations hazard ". E . ' ' CG.20 "37'07 04 ©'ISO "Properties, Inc., 2004 Page 1 of 1 POLICY NUMBER: CGG740901601 COMMERCIAL GENERALLIABILITY k.` CG.20100704 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR , ORGANIZATION '. - This endorsement modifies insurance provided under the following: , x COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured'Person(s) Or Organization(s): Locations Of Covered Operations ANY PERSON OR ORGANIZATION WITH WHOM YOU VARIOUS AS REQUIRED PER WRITTEN HAVE AGREED, THROUGH WRITTEN CONTRACT, CONTRACT. AGREEMENT OR PERMIT, EXECUTED PRIOR TO THE LOSS, TO PROVIDE ADDITIONAL INSURED COVERAGE. j. information re uired to complete this Schedule if not shown above, will be shown in the Declarations. F. A. Section II : — Who Is An Insured is amended to :B. With respect to.the insurance afforded - to these include as an additional insured the.person(s) or additional insureds, the following additional exclu- { organization(s) shown in the Schedule, but only sions apply: with respect to liability for "bodily injury", "property This insurance does not apply to "bodily injury" or damage" or "personal and advertising injury' ^property damage" occurring afte r. t" caused, in whole or impart, by: 1. Your acts or omissions; or 1. All work, including materials, parts or equip- ment furnished in connection with such work, 2. The acts or omissions of those acting on your on the project (other than service, maintenance behalf; or repairs) to be, performed by or on behalf of in the performance of your ongoing operations for the additional insureds) at the location of the the additional insured(s) at the location(s) desig- covered operations has been completed; or nated above. 2. 'That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or - organization other than another contractor or subcontractor en- gaged in performing operations for a.:principal i as a part of the same project. L � Q I . CG 2010 0704 © ISO Properties, Inc., 2004 Paged of 1 ❑ { I .