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Amendment No. 2 to the Agreement with Coastal Systems International, Inc. 2.Q 22.323 a, AMENDMENT NO.2 TO THE PROFESSIONAL ARCHITECTURAL AND ENGINEERING (AIE)SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND COASTAL SYSTEMS INTERNATIONAL, INC. DATED AUGUST 18, 2017 FOR THE PROVISION OF ADDITIONAL PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES FORTHE MAURICE GIBB MEMORIAL PARK PROJECT IN THE AMOUNT OF$428,500. DEC 2 0 2022 THIS Amendment No. 2 to the Agreement is made and entered this _ day of , 2022, by and between the CITY OF MIAMI BEACH, a municipal corporation existing under the laws of the State of Florida (the "City"), having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida 33139, and COASTAL SYSTEMS INTERNATIONAL INC., a Florida Corporation having its principal office at 464 South Dixie Highway, Coral Gables, Florida 33146(the"Consultant"). RECITALS WHEREAS, on August 18, 2017, a Professional Services Agreement was executed with Coastal Systems International, Inc., pursuant to the Request for Qualifications(RFQ)No.2016- 138-KB for Architectural and Engineering Design Services, for the renovation of the park, in the amount on $318,000; and WHEREAS, several meetings were held with the community, which finalized the design scope to include a fishing pier, a living shoreline with an overlook, shade structures, the replacement of the existing seawall, a dog park and a unique,artistic designed playground; and WHEREAS,on October 30,2018,the City approved Amendment No. 1 to the professional services . consultant's contract with the Consultant, for additional services including soil remediation for the park; a new fishing pier, a living shoreline with an.overlook, shade structures and a dog park; repairing and/or replacing the existing seawall; addressing resiliency initiatives, such as onsite water retention and low voltage LED lighting;and,coordination with the playground design team for the inclusion of the unique, artistic designed playground for a negotiated, not to exceed amount of$256,388;and WHEREAS, the permit approval by the Department of Environmental Resource Management ("DERM") for the soil remediation requires an environmental consultant be assigned to oversee construction, ensure that all construction activities are in accordance with the approved Soil Management, Dust Control,Air Monitoring and Interim Source Removal plans, and coordinate the completion and certification of the work; and -WHEREAS, the permit approval by City of Miami Beach Building Department requires that a licensed engineer be engaged as a special inspector to monitor construction of the seawall. and living shoreline, the fishing pier and overlook, and the playground equipment and shade structures to ensure conformance with the approved plans, permits, and the requirements of applicable codes; and WHEREAS, the time allotted on the project schedule for Substantial Completion of construction has been increased by 270 days; and WHEREAS, Amendment No. 2 to the professional services consultant's agreement includes additional environmental consulting services to oversee and coordinate the soil remediation efforts as required by DERM; and WHEREAS,, special inspector services by a licensed engineer shall be included as required by the Building Department; and WHEREAS, construction administration services shall be required for an additional 270 days allowed for construction, and an additional 30 days for project closeout.; and WHEREAS, Coastal Systems International has submitted a negotiated not to exceed proposal in the amount of$428,500; and WHEREAS, the negotiated proposal submitted by the Consultant was reviewed and analyzed by City staff and was found to be fair and reasonable; and WHEREAS, this Amendment No. 2, in the amount of$428,500 will revise the total contract to a not to'exceed total of$1,002,888. NOW, THEREFORE, the parties hereto, and in consideration of the mutual promises, covenants, agreements, terms, and conditions herein contained, and other good and valuable consideration, the respect and adequacy are hereby acknowledged, do agree as follows: 1. ABOVE RECITALS The above recitals are true and correct and are incorporated as a part of this Amendment No.2. 2. MODIFICATIONS (a) The Agreement is amended, as provided herein and in Schedule "A"attached hereto. - (b) In consideration for the services to be performed under this Amendment No: 2, City shall pay Consultant the not-to-exceed amount of $428,500, as provided in Schedule"B", attached hereto. 3. OTHER PROVISIONS. All other provisions of the Agreement, as amended, are unchanged and shall remain in full force and effect. 4. RATIFICATION. .The City and Consultant ratify the terms of the Agreement, as amended by this Amendment No.2. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed in their names by their duly authorized officials as of the date first set forth above. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] -ATTEST: -Cff OF-MIAv1i BEAGH,-FLORIDA DEC 2 U 2022 Rafael E. nado, Dan Gelber City Clerk Mayor C t • LTANT: ATTEST: f1 Systems Interns' nal, Inc. 9111 CsLA(11eL - Secretary President Print Name Print Name iblowainettyti I ..;‘-'745-* \: APPROVED AS TO �� ��, •. •6 FORM &LANGUAGE A 11 &FOR EXECUTION • Izigt2), : City Attorney 0,9e' Date �'ORp //ORATEoJoOh % *.' SCHEDULE "A" -SCOPE OF SERVICES CITY OF MIAMI BEACH MAURICE GIBB MEMORIAL PARK PROJECT Amendment#A-3—October 21, 2022 The following is an addendum to the original Scope of Work, Amendment#A-1, and Amendment#A-2 to be provided by the Coastal Systems International, Inc. (Coastal Systems) team for the City of Miami Beach (City) relative to the proposed Maurice Gibb Memorial Park Project(Project). The'terms of the Original Contract remain in force. The task numbers are sequential to the original and amendment contract. CONSULTING SERVICES PART 16—CONTAMINATION COORDINATION: Coastal Systems will coordinate with Gallagher Bassett Technical Services (GBTS) and the City of Miami Beach to oversee the construction and removal of contaminated materials at the Project site. GBTS will ensure that all construction activities are performed in accordance with the Miami- Dade County DERM-approved Soil Management Plan, Dust Control Plan, Air Monitoring Plan, and Interim Source Removal Plan. GBTS will conduct pre-construction sampling of the groundwater, will conduct post-construction monitoring events, and will provide the reports required by the DERM permit conditions. The scope also includes planning meetings with the City of Miami Beach and the General Contractor to review the environmental requirements for the Project. Subs: Gallagher Bassett Technical Services (Appendix B) PART 17—CONSTRUCTION ADMINISTRATION SERVICES: Part 17(a)—Construction Administration Coastal Systems will perform the following weekly site visits and bi-weekly meetings in conjunction with the appropriate professional consultants, for the additional 270 days up to a total of 540 days (18 months construction), and project close-out. Maurice Gibb Memorial Park Scope of Services- Page 1 After each Site Visit, Coastal Systems, and/or Coastal Systems' sub-consultants, will complete and submit to the City a Site Visit report, which will contain the following information: • a. Site visit report number; • b. City, facility name, project title, project number, and location, c. Name of contractor/subcontractor; d. Start and finish time of site visit and weather conditions; project site administrator sign-in and sign-out; e. Personnel on-site, by trade; f. Photographic record with captions(digital format); and g. Remarks/Actions. Part 17(b)—Special Inspector Services • Coastal Systems will provide Special Inspector services for the seawall (steel sheet piles, concrete piles, and concrete cap), shade structure foundation (slab and piles),fishing pier, overlook pier, and lookouts (Appendix A). Coastal Systems will provide the client with documented Field Inspection Reports (FIR) as required by the City of Miami Beach Building Department. Coastal Systems will prepare and submit a Special Inspector Form to the City. A letter of completion will be produced with a signature and seal from the • • Engineer of Record (EOR)for submittal to the City. • F:\Project\36050D\Proposals\2022\(22-05-25)Special Inspection Form-A-3\(22-10-21)PRO Maurice Gibb Memorial Park-Structural inspection and Special Inspection Form-A4-R4.docx Maurice Gibb Memorial Park Scope of Services- Page 2 SCHEDULE"B" SUMMARY OF COSTS FOR CONSULTING SERVICES MAURICE GIBB MEMORIAL PARK PROJECT, MIAMI BEACH, FLORIDA DESCRIPTION '` TYPE FEES Part 16.Contamination Coordination Gallagher Bassett Fees Hourly,NTE $138,000.00 Subtotal: $138,000.00 Part 17.Construction Administration Services a. Construction Administration Hourly,NTE $155,600.00 b. Special Inspector Services Hourly,NTE $124,900.00 Subtotal: $280,500.00 Part 18.Design&Construction Administration Allowance . I Hourly,NTE $9,000.00 Subtotal: $9,000.00 SUBTOTAL: $427,500.00 Estimated Expenses: $1,000 GRAND TOTAL: $428,500.00 Maurice Gibb Memorial Park Scope of Services- Page 3 • • • . a) • m ca• . a 1 w `oO E ` n u w `o o e m. ° � 10 a c— m o c m - U DESCRIPTION .2 d .c ®c a` e Z 07 c " E.u rn U'L Q E u c t- -I to QJ o ¢ '� to m g us a. I 0 w a : o w_ C uF- C7 o V. 5 E W l7 f7 m N 0 6 6 °-2 t Vl C N _ Z NH .4 W 1 14 N d W a N y N. ~ cc CO Part 16.Center`ination Coordination - 138000 5 138,000 $138,000.00 Q Part 17.Constr ction Administration Services a1 1 - a.Construction Administration 50 265 BOO CL 5 155,595 $289,427.50 O b.Special Inspector Services 65 135. 600 80. 72 5 124,1333 'V^ - Part.16.Design,.ConstrucSonlAdministrattion Allowance 9000 - $ 9,000 vJ 115 -0 400 0 0 1400 -0 0 0 80 0 0 72 - $ 427,427.50 0 427,427.50 L Staff Rat.($Ihr.l 19.838 - 55,200 - - 193,200 - - - 9,292 - - 2,898 Ca Principal/Directorll I 172.5. 4.64% 0.00% 12.91% 0.00% 0.00% 45.20% 0.00% 0.00% 0.00% 2.17% 0.00% . 0.00% 0.68% . . _ 66% /^� Sr.Engineer II ,. 138 - I..L Program Managed' II 138- - _ Sr.Pro].Manager II Ii 138 CO Proj.Manager I i 138 L Sr.Project Engineer/Sr:Surveyor 138 - Project Scientist 1 I 120.75 - Proj Engineer II I. 116.15 E Sr.Designer I) I' 138 - a) Surveyor/Field Tech. .1 116.15 Sr..GIS Tech 1 II 116.15 Sr.CAD Technician II 69 , Admin.Asst./Teal.ACM./Clerical 40.25 — . 0 a) U D CO APPENDIX A Maurice Gibb Memorial Park Scope of Services- Page 5 SPECIAL INSPECTOR FIR DOCUMENTATION FIR documentation will be provided for the following construction milestones: — Steel sheet pile installation—84 pairs (approximately 5 weeks) — Steel sheet pile inspection—84 pairs (5 site visits) — Steel sheet pile report—(EOR sign and seal) — Pile installation —84 piles: 39 concrete &45 wood (approximately 2 weeks) — Pile installation inspection—84 piles: 39 concrete &45 wood (2 site visits) — Pile report—(EOR sign and seal) — Rebar.cage installation—(approximately 9 weeks) — Rebar cage installation inspection—(9 site visits) — Rebar cage report—(EOR sign and seal) — Form work creation —(approximately 9 weeks) — Form work inspection-(9 site visits) — Form work report—(EOR sign and seal) — Concrete pour—(approximately 9 weeks) — Concrete pour inspection, to include concrete mix, slump test, & concrete plant certification—(9 site visits) — Concrete pour report—(EOR sign and seal) — Tie-back/tie-rod rebar cage installation — 31 tie-backs/tie-rods (approximately 5 weeks) — Tie-back/tie-rod rebar cage inspection—31 tie-backs/tie-rods (5 site visits) — Tie-back report—(EOR sign and seal) Maurice Gibb Memorial Park Scope of Services - Page 6 — Tie-back/tie-rod dead man formwork and concrete installation — 31 tie-backs/tie- rods (approximately 5 weeks) — Tie-back/tie-rod dead man formwork and concrete inspection — 31 tie-backs/tie- rods (5 site visits) — Tie-back/tie-rod dead man formwork and concrete report—(EOR sign and seal) — Tie-back/tie-rod installation—31 tie-backs/tie-rods (approximately 11 weeks) — Tie-back/tie-rod inspection—31 tie-backs/tie-rods (11 site visits) — Tie-back/tie-rod report—(EOR sign and seal) — Overlook joist&stringer installation—(approximately 5 weeks) — Overlook joist&stringer installation inspection —(5 site visits) — Overlook joist&stringer report—(EOR sign and seal) — Overlook Trex decking installation—(approximately 4 weeks) —• Overlook Trex decking installation inspection —(4 site visits) — Overlook Trex decking report—(EOR sign and seal) — Overlook Trex railing installation (approximately 4 weeks) — Overlook Trex railing installation inspection—(4 site visits) — Overlook Trex railing report—(EOR sign and seal) — Fishing pier joist&stringer installation—(approximately 6 weeks) — Fishing pier joist &stringer installation inspection—(6 site visits) — Fishing pier joist&stringer report-(EOR sign and seal) — Fishing pier Trex decking installation—(approximately 6 weeks) — Fishing pier Trex decking installation inspection—(6 site visits) — Fishing pier Trex decking report—(EOR sign and seal) Maurice Gibb Memorial Park Scope of Services - Page 7 — Fishing pier Trex railing installation —(approximately 6 weeks) — Fishing pier Trex railing installation inspection —(6 site visits) — Fishing pier Trex railing report—(EOR sign and seal) — Lookouts joist&stringer installation —(approximately 2 weeks) — Lookouts joist&stringer installation inspection—(2 site visits) — Lookouts joist&stringer report—(EOR sign and seal) — Lookouts Trex decking installation—(approximately 2 weeks) — Lookouts Trex decking installation inspection -(2 site visits) — Lookouts Trex decking report—(EOR sign and seal) — Lookouts Trex railing installation —(approximately 2 weeks) — Lookouts Trex railing installation inspection—(2 site visits) — Lookouts Trex railing report—(EOR sign and seal) — Playground equipment micropile installation — 56 micropiles (approximately 3 weeks) — Playground equipment micropile installation inspection - 56 micropiles (3 site visits) — Playground equipment micropile report—(EOR sign and seal) — Playground equipment cap rebar & formwork installation:= (approximately 3 weeks) — Playground equipment cap rebar&formwork installation inspection-(3 site visits) — Playground equipment cap rebar&formwork report—(EOR sign and seal) — Playground equipment cap concrete.installation —(approximately 3 weeks) — Playground equipment cap concrete installation inspection —(3 site visits) — Playground equipment cap concrete report—(EOR sign and seal) Maurice Gibb Memorial Park Scope of Services- Page 8 — Shade sails pile installation— 16 piles (approximately 3 weeks) — Shade sails pile installation inspection— 16 piles (3 site visits) — Shade sails pile report—(EOR sign and seal) — Shade sails cap rebar&formwork installation —(approximately 3 weeks) — Shade sails cap rebar&formwork installation inspection—(3 site visits) — Shade sails cap rebar&formwork report—(EOR sign and seal) — Shade sails cap concrete installation—(approximately 3 weeks) — Shade sails cap concrete installation inspection—(3 site visits) — Shade sails cap concrete report—(EOR sign and seal) • Maurice Gibb Memorial Park Scope of Services- Page 9 APPENDIX B Maurice Gibb Memorial Park Scope of Services - Page 10 -GALLAGHER l . TEC-HNICAL-SERV1 S BASSETT October 18,2022 Proposal No.2020-3030 Taylor Scheuermann Coastal Systems International, Inc. 464 South Dixie Highway Coral Gables, Florida 33146 Subject: Environmental Consulting Proposal Maurice Gibbs Memorial Park, Miami Beach,Miami-Dade County,Florida Dear Taylor: Pursuant to our call on May 20, 2022, Gallagher Bassett Technical Services (GBTS) has prepared this proposal to provide environmental consulting during the park reconstruction project. Task 1—Planning Meetings • GBTS will conduct a kick-off meeting with City of Miami Beach (the City), and a second meeting with the City and the General Contractor to review the environmental requirements for the project. GBTS will provide notification to DERM'of the timing for implementation of the field work. Additionally, GBTS has included time to review materials as needed, and if required to meet with.DERM. Task 1 Budget=$3,500.00 Task 2—SMP/ISR Oversight • GBTS will inspect the site weekly to evaluate-compliance with the Soil.Management Plan (SMP), Dust Control Plan (DCP), and Air Monitoring Plan (AMP), and the Interim Source Removal Plan (ISR). This budget was based on a,weekly inspection by the Field Geologist (4 hours per week), and weekly review by Professional Geologist (2 hour per week) for a duration of 18 months of work(approximately 75 weeks),including field vehicle and administrative support. Task 2 Budget=$61,000.00 Task 3—AMP/ISR Reporting Review . . • GBTS will review the AMP monitoring results(to be providedby General Contractor)on a weekly basis,and the Monthly Operating Reports(MORs)to be provided by the General Contractor on a' monthly basis. This budget was based on a weekly review by Professional Geologist(1 hour per week) for a duration of 18 months of work (approximately 75 weeks), monthly review by the Certified Industrial Hygienist (CIH) and Professional Geologist (1 hour each monthly for 18 months),and administrative'support. Coastal Systems International, Inc. October 18,2022 Page 2 • GBTS also will prepare the Interim Source Removal (ISR) summary report following completion of the soil removal by the contractor. Estimated 25 hours for the Professional Geologist, plus administrate and CADD support. Task 3 Budget=$24,000.00 Task 4—Post-ISR Groundwater Monitoring: • GBTS will conduct the pre-excavation baseline groundwater sampling event using 6 existing monitoring wells. • GBTS will retain a well drilling contractor to install 6 post-excavation monitoring wells. • GBTS will conduct the 1-year Post Active Remediation Monitoring (PARM) to evaluate the response of the groundwater quality to the ISR and chemical additive. This will include quarterly monitoring:of 6 monitoring wells. • Additionally field DO will be measured in the wells weekly for the first month and monthly for the first quarter. • GBTS will prepare the quarterly groundwater PARM reports for DERM. Task 4 Budget=$41,500.00 Includes: $6,000 for baseline and 4 Quarterly PARMs(each) $4,000 for 1st Quarter Weekly/Monthly Screening $7,500 for Well Replacement Task 5—Engineering Control Certification Report(ECC): • GBTS will review the pre-cap and post-cap topographic surveys (to be provided by the General Contractor). • GBTS will review the imported clean fill documentation (to be provided by the General Contractor). • GBTS will conduct post-cap soil sampling (if needed)to verify that the top 2-foot cap meets the closure requirements for arsenic and BaP. . • GBTS will verify that capping around trees was completed correctly. - • GBTS will prepare the ECC report—signed/sealed by our Professional Engineer. Task 5 Budget=$8,000.00 BUDGET SUMMARY Coastal Systems International, Inc. October 18,2022 Page 3 GBTS recommends a budget of$138,000.00, which will be invoiced on a Time and Materials basis, and will include the following anticipated staff,equipment and subcontractors: • Professional Geologist(Craig Clevenger) @ $175/hour • Professional Engineer @ $175/hour • Certified Industrial Hygienist @$175/hour • Field Geologist @$90/hour • CADD Draftsperson.@$65/hour • Administrative Support @ $45/hour • Field Vehicle.@$100/day • Sampling Equipment/Personal Protective Equipment @$100/day • Subcontracted Driller for Well Installation @$6,000(6 wells) • Subcontracted Laboratory for Groundwater Sample Analyses @$450/sample(30 samples) Please do not hesitate to contact us if you have any questions concerning this proposal. Sincerely, Craig C.Clevenger,P.G. Managing Director,Environmental Services • " Gallagher Bassett Technical Services Attached: Terms&Conditions TERMS&CONDITIONS GALLAGHER TECHNICAL SERVICES o7UUL1 1 1 by Client for deviations from the Services specified in the STANDARD CLIENT TERMS AND CONDITIONS 2022 Proposal involving increased time, costs or expenses to GBTS shall be performed only upon execution of a Change 1. SCOPE AND PERFORMANCE OF THE WORK Order. As used herein,the term"Client"refers to the party signing 4. BILLING AND PAYMENT as such below. Client hereby retains Gallagher Bassett Services, Inc., Technical Services Division ("GBTS") to Client recognizes that timely payment of GBTS's invoices perform the services 'described in GBTS's Proposal is a material part of the consideration GBTS requires to ("Services"), attached hereto,and GBTS agrees to provide perform the Services. Client will pay GBTS for all said Services. The terms, conditions, and limitations satisfactorily rendered Services in accordance with these contained in GBTS's Proposal are incorporated herein by Terms and Conditions and the fees, rates, charges and ' reference in this Agreement. Any additional terms and reimbursement terms set forth in GBTS's Proposal and/or conditions proposed by Client are objected to and will not COST AND FEE SCHEDULE. GBTS shall be permitted to be binding upon GBTS unless specifically assented to in revise its COST AND FEE SCHEDULE no more than once writing by GBTS's authorized representative. The Services annually.The revised COST AND FEE SCHEDULE shall apply provided are not of a legal nature, and GBTS shall in no only to Services performed after the effective date. event give,or be required to give,any legal advice or legal Routine invoices will be submitted by GBTS on a monthly representation to Client. This Agreement shall not create basis and shall be due and payable within thirty (30) any rights or benefits to parties other than Client or GBTS. calendar days of invoice date. GBTS will have no authority over decisions or actions affecting project production,' scheduling, quality, If Client objects to any portion of an invoice, Client shall workmanship,or the correction of hazardous conditions and notify GBTS within fourteen (14) calendar days from the practices. Such responsibility, including the correction of date of the invoice, identify the cause of the objection, hazardous conditions and practices will remain with the and pay when due the undisputed portion of the invoice. Client project superintendent, project manager and the Payment of invoices is in no case subject to unilateral appropriate contractor or subcontractor personnel. GBTS discounting or set-offs by Client. Payment shall not be shall only have the authority to observe, advise and make conditioned on reimbursement or other recovery of funds recommendations. from any third party,including insurance carriers. • 2. PAYMENTTERMS 5. STANDARD OF CARE/WARRANTY As full consideration for the performance of Services While performing the Services under this Agreement, GBTS described in Section 1 herein, Client agrees to pay GBTS shall exercise that degree of care and skill ordinarily as set forth in GBTS's Proposal.Any additional services or exercised under similar circumstances by members of the work required by Client shall be performed on a time-and- safety, environmental, construction, claims and risk materials("T&M") basis, in accordance with the cost and management consulting profession performing the kind of fee schedule effective at the time of performance of such services to be performed hereunder and practicing in the• services or work. GBTS's current COST AND FEE SCHEDULE same or similar locality at the same period of time. GBTS is attached hereto and fully incorporated herein. GBTS will provide its best professional judgement, if required agrees to provide the Services as an independent under the Proposal, concerning safety and risk contractor. Nothing in this Agreement shall be deemed to management best practices. Reasonable people may be construed as creating an agency, partnership or joint disagree on matters involving professional judgment'and, venture relationship between GBTS and the Client. accordingly, a difference of opinion on a question of professional judgment shall not excuse Client from paying 3. CHANGE ORDERS for services rendered or result in liability to GBTS.Except for the express promise set forth above, GBTS neither makes, Client and/or GBTS shall have the right to modify the scope nor offers, nor warrants to Client any express or implied of Services,specifications and time requirements set forth warranties or guarantees with respect to GBTS's Services., in the Proposal,along with an equitable adjustment of the Without limiting the foregoing and by way of example only, cost and fees for such Services,as deemed appropriate and GBTS expressly makes no representation, guarantee, agreed to by the Parties hereto. Such modification of promise or other warranty that Client will not be issued any Services shall be in writing, attached hereto and violations, citations, stop work orders or other incorporated by reference("Change Order").Any requests governmental citations, fines or penalties. Client and Client's contractors shall promptly notify GBTS of any actual or suspected defects in GBTS's Services to help GBTS take applicable safety standards, GBTS may immediately corrective measures to cure such defects and/or help suspend performance until such safety standards can be minimize the consequences of any such defect. GBTS shall attained. If within a reasonable time site operations or not be liable to Client for any damages without being conditions are not brought into compliance with such safety given a reasonable opportunity to correct the Services. standards, GBTS may in its discretion terminate its performance in accordance with Section 17,in which event 6. CLIENT RESPONSIBILITIES Client shall pay for Services and termination expenses as provided herein. In addition to other responsibilities described herein, the Client shall:(i)provide all information and criteria as to the Unless specifically provided in the Proposal, GBTS has no Client's requirements, objectives, and expectations for the authority to direct, supervise or control any of the trade project, including all numerical criteria that are to be met contractors and trade contractor workers, including the and all standards of development, design, or construction means and methods employed by such trade contractors and all other information reasonably necessary for and trade contractor workers. completion of the Services, prior to the commencement of the Services; (ii) provide prompt, complete disclosure of 8. INSURANCE known or potential hazardous conditions or health and safety risks; (iii) provide to GBTS all previous studies, plans; If an owner-controlled insurance program ("OCIP") and/or or other documents pertaining to the project and all new contractor-controlled insurance program ("CCIP") is data decisions pertaining thereto within a reasonable time implemented on the project, GBTS shall be enrolled and so as not to delay the Services; (v) furnish approvals, afforded the coverages provided thereunder without any consents and permits from governmental authorities and additional cost or expense.to GBTS, and without giving notice to GBTS whenever the Client becomes aware of any credits for the cost of associated insurance program development that affects said approvals and consents from coverages. other parties as may be necessary for completion of GBTS's Services; (vi)give prompt written notice to GBTS whenever GBTS shall procure and maintain, at its own expense, the Client becomes aware of any development that affects during the term of its engagement with Client, insurance - the scope and timing of GBTS's Services or any defect or of the following types and amounts or as legally required: noncompliance in any aspect of the project;and(vii)bear all commercial general liability,contractors'pollution liability, costs incident to the responsibilities of the Client.GBTS will professional liability (Errors & Omissions) at limits of _have the right to reasonably rely upon the accuracy and $1,000,000 per occurrence/$2,000,000 in the aggregate; completeness of all information furnished by the Client. automotive liability insurance with a combined single limit -of $1,000,000; workers' compensation and employer's 7. SAFETY liability insurance as required by state law (all 50 states). GBTS shall furnish Certificates of Insurance of such Client shall be obligated to'inform GBTS of any applicable ` coverage to Client upon request and shall promptly notify site safety procedures and regulations known to Client as . Client of any impending change in coverage. Additional well as any special safety concerns or dangerous conditions coverages may be obtained on a project-by-project basis at the site. GBTS and its employees and/or subcontractors upon request by Client and at the sole cost and expense will be obligated to adhere to such procedures and of Client. regulations once notice has been given. 9. INDEMNIFICATION Unless specifically provided in the Proposal,GBTS shall not have any responsibility for overall job safety for others at GBTS shall defend(but only to the extent covered by GBTS's the work site. Work site safety and authority to take insurance), indemnify and hold harmless Client and its corrective action and address dangerous work site officers, directors, employees, agents, representatives, conditions and dangerous worker practices shall remain the. affiliates and successors from any and all damages,losses responsibility of the Client,the construction permit holder, and expenses, including, but not limited to reasonable and the trade contractors and subcontractors. If in GBTS's legal expenses and attorneys' fees connected therewith, opinion, its field personnel are unable to access required sustained by Client, its officers, directors, employees, locations or perform required Services in conformance with affiliates and successors as a result of any and all claims, demands, suits,causes of action, proceedings,judgments fees) arising from or related to Services performed under and liabilities for property damage and/or personal injury this Agreement from any cause or causes. Client agrees ("Claims") resulting from or arising out of GBTS's negligent that any claim for damages filed against GBTS, by Client or acts, errors or omissions in the performance of Services by any contractor or subcontractor hired directly or under this Agreement. indirectly by Client, will be filed solely against GBTS or its successors or assigns, and that no individual shall be held Client shall indemnify,defend and hold harmless GBTS and personally liable for damages,in whole or in part. its officers, directors employees, affiliates and successors from any and all damages, losses and expenses, including, 11. DISPUTE RESOLUTION but not limited to reasonable legal expenses and attorneys' fees connected therewith,sustained by GBTS, If any controversy or claim arising out of or relating to this its officers, directors, employees, affiliates and successors, Agreement, or the breach thereof, shall occur, Client and as a result of any and all Claims resulting from or arising GBTS shall endeavor to reach resolution through good out of Client's negligent acts,errors or omissions. faith direct discussions between representatives of the parties with authority to resolve the matter. If direct To the extent the Services include performance by GBTS of discussions do not result in resolution of the matter, the intrusive ground work, Client shall indemnify GBTS from parties shall endeavor in good faith to resolve the matter via and against any and all Claims, damages, losses and mediation. If the parties choose mediation, either party expenses (including reasonable legal expenses and , may terminate the mediation at any time after the first attorneys'fees)resulting from or arising out of damages to session by written notice to the other party and subsurface or underground utilities or structures,including mediator.The cost of the mediation shall be shared equally but not limited to,gas,telephone,electric,water or sewer by the parties.The parties agree that the sole proper venue utilities whose locations were not designated or identified for the determination of any litigation arising under this to GBTS prior to performance of the Services. Agreement shall be in a court of competent jurisdiction which is located in Cook County, Illinois, and the parties In no event shall Client and GBTS and their respective hereby expressly declare that any other venue shall be officers, directors, employees, agents, representatives, • improper and expressly waive any right to a determination affiliates and successors be liable to the other or any third of any such litigation in any other venue, except as party for any special, incidental, consequential, indirect or allowed in the section entitled "Collection." Each party punitive damages including,without limitation,lost,delayed shall bear its own litigation costs and fees, including and/or diminished profits or revenue, loss of data, or expert and attorneys'fees. interruption of business, whether arising under theory of contract, tort or other theory of liability, including 12.1 NOTICE AND PURSUIT OF CLAIMS negligence, and the Parties hereby mutually release and waive any and all such claims against the other. A party's Any claims of Client, whether based upon contract, tort, liability shall be limited to direct damages. The breach of warranty, or otherwise,shall be deemed waived indemnification obligations and mutual waiver and release unless written notice of such claim is received in writing by herein shall survive termination or completion of this GBTS within one (1) year after Client knew or reasonably Agreement. should have known of its existence. • 10. LIMITATION OF LIABILITY • 13. COLLECTION Under no circumstances will GBTS be liable to Client for any amount in excess of the total amount of fees paid by Should the Client's account, after payment default Client to GBTS for Services performed under this hereunder, be referred by GBTS to an attorney or Agreement, or $100,000,whichever is greater.The Client collection agency for collection,then Client shall pay all of may negotiate higher limitation of liability for an additional GBTS's expenses incurred in such collection efforts fee, which is necessary to compensate for greater risk including,but not limited to,collection agency fees, court assumed by GBTS. This limitation shall apply to any and all costs and reasonable attorneys' fees.Notwithstanding the above or any other terms provided herein, GBTS may injuries, damages, claims, losses, expenses, or claim institute proceedings to collect payment in any court of expenses (including attorney's fees and expert witness' competent jurisdiction in the United States. 16. CONFIDENTIALITY 14. USE OF REPORTS/NO THIRD-PARTY RELIANCE In connection with this Agreement, the parties acknowledge that it may be necessary for each of them All drafts, reports, forms, statements, certifications, to provide to the other information that is confidential to opinions, advice and other documents generated in the disclosing party ("Confidential Information"). As used performance of the Services ("Documents") remain the herein the term "Confidential Information" shall mean all sole property of GBTS until Client has made full payment business, technical or scientific data and information, in therefore to GBTS. Any documents provided by GBTS to any form, not previously known to or generated by the Client as part of the Services provided herein are receiving party that is of a confidential or competitively- provided for the sole and exclusive use and reliance of sensitive nature, or information that is marked Client. Any third-party use of or reliance on the "Confidential" by the disclosing party. Without limitation, Documents "is prohibited. Client shall indemnify, defend and by way of example only,Confidential Information shall and hold harmless GBTS and it officers, directors, include software, systems, processes, designs, plans, employees, agents, representatives, affiliates, successors engineering files, price information, business plans, and assigns from any and all damages,losses or expenses, business methods, financial data, and any other including but not limited to, reasonable legal expenses and competitively-sensitive information or data belonging to attorneys' fees, liabilities, penalties, and fines sustained the disclosing party. Each party shall secure and maintain by GBTS, its officers, directors, employees, agents, the Confidential Information of the other party in strictest representatives, affiliates, successors and assigns as a confidence and shall not disclose or make available to result of any and all claims or causes of action with respect others the Confidential Information of the other party to and arising out of any unauthorized third-party use or without the express written consent, in advance, of that reliance. party. Confidential Information shall not include information which: (a) is or becomes a part of the public Client shall inform GBTS of any specific third parties or domain through no act or omission of the receiving party; types of third parties that Client believes may ask to rely (b) was in the receiving party's lawful possession prior on GBTS's Documents, and Client shall not under any to the disclosure and had not been obtained by the circumstances permit such reliance except with GBTS's receiving party either directly or indirectly from the express consent. GBTS may withhold consent if the third disclosing party; (c) is lawfully disclosed to the receiving party does not agree, in writing, to: (i) be bound by the party by a third party without restriction on disclosure; terms of this Agreement including, without limitation, any (d) is independently developed by the receiving party; or provision limiting GBTS's liability hereunder, (ii) use such (e) is disclosed by operation of law. This provision shall information only for the purposes contemplated by GBTS not be interpreted in any way to restrict a party from in performing its Services, and (iii) be bound by the complying with a legally enforceable order to provide such qualifications and limitations expressed in the opinions, information or data, provided that notice of such conclusions, certificate, or report produced. Client's obligation is promptly given,in advance,to the other party. payment of GBTS's invoices, as provided for herein, shall Client agrees that GBTS may use and publish Client's name not be made contingent upon GBTS's agreement to and a general description of services rendered under the permit third-party reliance. Agreement for purposes of describing GBTS's experience and qualifications to others. 15. DISCLOSURE OF INFORMATION 17: NON-SOLICITATION Client shall provide all studies, reports, data and other. information in its control which may be relevant to Without the prior written consent of the employing party, performance of the Services. GBTS shall be entitled to use Client and GBTS agree that neither party shall solicit or hire and rely upon all such information. Client accepts sole employees of the other during the term of this Agreement or responsibility for errors in Services solely resulting from ••for a period of 6 months after termination of the Agreement. inaccurate or incomplete information supplied to GBTS. 18. DELAYS 20. NOTICE If GBTS's Services are interrupted by circumstances beyond All notices,requests,demands or claims hereunder shall be GBTS's control,Client shall compensate GBTS for the labor, in writing. Any notice, request, demand or claim shall be equipment, and other costs GBTS incurs in order to deemed duly given if(and then 2 business days after) it is maintain continuity of GBTS's project team for Client's sent via registered or certified mail, return receipt benefit during the interruption. Alternatively, and at requested, postage prepaid, and addressed to the Client's option, Client shall compensate GBTS for the designated address of the respective Party. Notice shall be various costs GBTS incurs for demobilization and deemed given upon receipt of any notice served personally, subsequent remobilization. GBTS's compensation shall be via email with receipt of delivery or via express courier with based upon GBTS's current prevailing COST AND FEE receipt of delivery. SCHEDULE. Except for the foregoing provision, neither party shall hold the other responsible for damages or 21. SURVIVAL performance delays caused by circumstances beyond the control of the other party, and which could not reasonably Obligations arising before the expiration or termination of • have been anticipated or prevented. For purposes of this this Agreement, and all provisions of this Agreement Agreement, such circumstances include, but are not allocating responsibility or liability between Client and limited to:unusual weather;floods;epidemics;wars; riots; GBTS, shall survive the completion of Services described strikes; lockouts or other industrial disturbances; protest herein and termination of this Agreement. demonstrations; unanticipated site conditions; inability (despite reasonable diligence) to supply personnel, 22. GOVERNING LAW equipment, or material to the project; or the action or inaction of government. Should such circumstances Unless.otherwise provided, the substantive law of the transpire, Client and GBTS shall exert a best effort to state in which the Services take place will govern the overcome the resulting difficulties and resume validity of this Agreement, its interpretation and performance of the Services as soon as reasonably performance, and remedies for contract breach or other possible. Delays within the scope of this provision that claims related to this Agreement. • • cumulatively exceed forty-five (45) calendar days shall, at the option of either party, make this Agreement subject Any litigation between Client and GBTS arising out of or to renegotiation or termination. relating to the Services, this Agreement or the breach thereof, shall be conducted via a bench trial, WITH THE 19. TERMINATION PARTIES EXPRESSLY WAIVING ANY RIGHT THEY MAY HAVE TO A 1URY TRIAL. Client may terminate this Agreement for convenience without penalty, by providing written notice to GBTS. 23. ELECTRONIC SIGNATURES Client or GBTS may terminate.the Agreement for cause. • The party initiating termination shall so notify the other Each Party agrees that the electronic signatures of the party, and termination shall become effective fourteen parties, whether digital or encrypted, are intended to (14). calendar days after receipt of the termination notice. authenticate this writing and have the same force and . Irrespective of which Party effects termination or the cause effect as manual signatures. Electronic signature means thereof, Client shall,within thirty(30) calendar days from any electronic symbol or process attached to or logically receipt of GBTS's termination invoice, pay GBTS's fees for associated with a record and executed'and adopted by a Services satisfactorily rendered and costs incurred, in party with the intent to sign such record,including,without accordance with the COST AND FEE SCHEDULE.Client shall limitation, Adobe e-signature, DocuSign, E-sign, facsimile, pay GBTS for costs reasonably stemming from termination or e-mail electronic signatures. and post-termination activities'including, but not limited to, demobilization, equipment decontamination and/or 24. ENTIRE AGREEMENT disposal, and disposal and replacement of contaminated consumables. This Agreement shall serve as a continuing service agreement which shall apply to all services and work rendered to Client that fall within the general scope of • Services described herein.This Agreement and all exhibits, appendices, and attachments, as well as all terms and conditions incorporated by reference, constitute the entire Agreement between Client and GBTS, by which all prior understandings and negotiations are superseded and replaced. This Agreement and all exhibits,appendices,and attachments may be amended, supplemented, modified or canceled only by a duly executed written instrument by the Parties.Terms and conditions,on the Client's internet site or included with a Purchase Order or other such document issued by Client, shall be null and void and of no legal effect on GBTS unless agreed upon in writing by both Parties. IN WITNESS WHEREOF,the Parties by their duly authorized representatives have executed this Agreement, which becomes effective on the date signed by Client's authorized officer or representative as shown below. AGREED TO AND ACCEPTED BY: Gallagher Bassett Services,Inc. BY: TITLE: DATE: CLIENT: • BY: TITLE: DATE: 1 MIAMU Office of Capital Improvement Projects COVER SHEET FROM: Office of Capital Improvements Projects Luigi Molina Ext. 26424 To: City Clerk's Office DROP OFF DATE: 12/12/2022 DOCUMENT(S): Maurice Gibb Park—Amendment#2 —Coastal Systems Inc Cit ICIe�k',�s�Sii natu�1er� This Amendment#2 was approved at the November 16, 2022 Commission meeting: • C7 B—Amendment No. 2 to Coastal Systems Inc. — Resolution #2022-32389 Two copies are provided. Thank you.