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Agreement with Calvin Giordano & Associates, Inc. DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No. 22-168-05 AGREEMENT BETWEEN CITY OF MIAMI BEACH AND CALVIN GIORDANO &ASSOCIATES, INC. FOR CONSTRUCTION ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS PURSUANT TO REQUEST FOR QUALIFICATIONS NO. 2022-168-ND RQCUTIONs r � � M`O�"2022,32262�1 . 1 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No. 22-168-05 TABLE OF CONTENTS DESCRIPTION PAGE ARTICLE 1. DEFINITIONS 4 ARTICLE 2. BASIC SERVICES 9 ARTICLE 3. THE CITY'S RESPONSIBILITIES 14 ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTON COST 16 ARTICLE 5. ADDITIONAL SERVICES 16 ARTICLE 6.REIMBURSABLE EXPENSES 18 ARTICLE 7. COMPENSATION FOR SERVICES 18 ARTICLE 8. CONSULTANT'S ACCOUNTING AND OTHER RECORDS 19 ARTICLE 9. OWNERSHIP OF PROJECT DOCUMENTS 19 ARTICLE 10.TERMINATION OF AGREEMENT 20 ARTICLE 11. INSURANCE 21 ARTICLE 12. INDEMNIFICATION AND HOLD HARMLESS 24 ARTICLE 13. ERRORS AND OMISSIONS 24 ARTICLE 14. LIMITATION OF LIABILITY 24 ARTICLE 15. NOTICE 24 ARTICLE 16. FLORIDA PUBLIC RECORDS LAW 25 ARTICLE 17. INSPECTOR GENERAL AUDIT RIGHTS 27 ARTCILE 18. MISCELLANEUS PROVISIONS... 28 SCHEDULES: SCHEDULE A 35 SCHEDULE B 44 SCHEDULE C 45 SCHEDULED 46 2 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No.22-168-05 ATTACHED SEPARATELY: ATTACHMENT A: Resolution and Commission Award Memorandum ATTACHMENT B: Addenda and Request for Qualifications (RFQ) Solicitation ATTACHMENT C: Consultant Proposal Response to RFQ and Sunbiz 3 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No. 22-168-05 AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND CALVIN GIORDANO &ASSOCIATES, INC. FOR CONSTRUCTION ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS 2/14/2023 19:06 EST This Agreement made and entered into this ("Effective Date"), 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 CALVIN, GIORDANO & ASSOCIATES, INC., a Florida corporation having its principal office at 1800 Eller Drive, Suite 600, Fort Lauderdale, Florida 33316 (hereinafter referred to as"Consultant"). WITNESSETH: WHEREAS, on May 4, 2022, the City Commission approved the issuance of Request for Qualifications No. 2022-168-ND Construction Engineering and Inspection ("CEI") Services on an "As-Needed Basis" (the"RFQ"); and WHEREAS, the RFQ was intended to provide various CEI services to the City on an "as needed" basis; and WHEREAS, on September 14, 2022,the City Commission approved Resolution No.2022- 32262, respectively, authorizing the City to enter into negotiations with Calvin Giordano & Associates, Inc. and, if successful, execute an agreement with the Consultant pursuant to the RFQ; and WHEREAS, City and the Consultant have negotiated the following agreement pursuant to the RFQ; and NOW THEREFORE, City and Consultant, in consideration of the mutual covenants and agreement herein contained, agree as follows: ARTICLE 1. DEFINITIONS 1.1 Definitions. The definitions included in this Section are not exhaustive of all definitions used in this Agreement. Additional terms may be defined in other Contract Documents. The following terms shall have the meanings specified herein unless otherwise stated herein: ADDITIONAL SERVICES: "Additional Services" shall mean those services, in addition to the Basic Services in this Agreement, as described in Article 5 and the Consultant Service Order, which may be performed by the Consultant or by an approved subconsultant at the rates established herein. Additional Services shall be solely at the City's option and must be duly authorized, in writing, by the City Manager or an authorized designee, prior to commencement of 4 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No.22-168-05 same. Ancillary Services: "Ancillary Services" means any service performed by Consultant or a subconsultant at rates other than those established herein.Ancillary Services in excess of the formal bid threshold (in aggregate for the project) shall require prior City Commission approval. APPLICABLE LAWS: "Applicable Laws" means all laws, statutes, codes (including, but not limited to, building codes), ordinances, rules, regulations, lawful orders and decrees of governmental authorities having jurisdiction over the Project, the Project Site or the Parties. Services for which an engineer or architect license is not required are exempt from the provisions of Sec. 287.055, Florida Statutes. 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. BASIC SERVICES: "Basic Services"shall include those services which Consultant shall perform in accordance with the terms of the Agreement, as described in Article 2 and the Consultant Service Order. Any Services not specifically enumerated as Additional Services (as defined herein) shall also be considered Basic Services. Services for which an architect or engineer license is required are not considered basic services. 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. In all respects hereunder, City's obligations and performance is pursuant to City's position as the owner of the Project acting in its proprietary capacity. In the event City exercises its regulatory authority as a governmental body including, but not limited to, its regulatory authority for code inspections and issuance of Building Department permits, Public Works Department permits, or other applicable permits within its jurisdiction,the exercise of such regulatory authority and the enforcement of any Applicable Laws shall be deemed to have occurred pursuant to City's regulatory authority as a governmental body and shall not be attributable in any manner to City as a Party to this Agreement. CITY COMMISSION: "City Commission" shall mean the governing and legislative,body of the City. CITY MANAGER: The"City Manager"shall mean the chief administrative officer of the City. The City Manager shall also be construed to include any duly authorized representatives designated by the City Manager in writing, with respect to any specific matter(s) concerning the Services and/or this Agreement (exclusive of those authorizations reserved to the City Commission under this Agreement, or to regulatory or administrative bodies having jurisdiction over the Project). CONSTRUCTION COST BUDGET: The "Construction Cost Budget" shall mean the amount budgeted and established by the City to provide for the cost of construction of the Work for the Project ("Construction Cost"), as set forth in the Consultant Service Order. CONSTRUCTION DOCUMENTS: "Construction Documents" shall mean the final (100% completed) plans, technical specifications, drawings, schematics, documents, and diagrams 5 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No. 22-168-05 prepared by the architect/engineer of record for the Project,setting forth in detail the requirements for the construction of the Project. The Construction Documents shall set,forth in full all details necessary to complete the construction of the Project in accordance with the Contract Documents. Construction Documents shall not be part of the Contract Documents, until (a)the Consultant has submitted completed Construction Documents to the City and (b) they have been reviewed and approved by the City and any agencies having jurisdiction in accordance with the procedures as otherwise provided by the Contract Documents. CONSULTANT: The named entity on page 1 of this Agreement, the "Consultant" shall mean the qualified and properly professionally licensed professional in the State of Florida and as otherwise required by any entities, agencies, boards,governmental authorities and/or any other professional organizations with jurisdiction governing the professional practice area for which the professional has been engaged by City and who will perform(or cause to be performed through subconsultants acceptable to the City) all Services required under this Agreement and/or Consultant Service Order. When the term "Consultant" is used in this Agreement it shall also be deemed to include any officers, employees, or agents of Consultants, and any other person or entity acting under the supervision, direction, or control of Consultant to provide any Services or similar professional services,with respect to a Project("subconsultants").The Consultant shall not be replaced by any other entity, except as otherwise permitted in this Agreement. Further, any subconsultant that may perform Services on behalf of the Consultant shall be a qualified and properly professionally licensed professional in the State of Florida and as otherwise required by any entities, agencies, boards, governmental authorities and/or any other professional organizations with jurisdiction governing the professional practice area for which the subconsultant has been engaged by Consultant to perform professional services in connection with the Project. CONSULTANT SERVICE ORDER: Consultant Service Order("CSO") shall mean the work order issued by the City to Consultant (in substantial form as in Schedule A-1 attached hereto), that specifically describes and delineates the particular Services (Basic Services and/or Additional Services)which will be required of Consultant for the Project that is the subject of such Consultant Service Order, and which may include studies or study activity, and/or professional services as defined in Section 287.055 of the Florida Statutes. 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 Services, or the method and manner of performance thereof, or an adjustment in the fee and/or completion dates. Contract Amendments shall be approved in accordance .with Contract Approval Authority Procedure 03.02. The City Manager reserves the right to seek and obtain concurrence of the City Commission for approval of any such Contract Amendment. CONTRACT DOCUMENTS: "Contract Documents" shall mean this Agreement(together with all exhibits, addenda,'Consultant Service Orders and written amendments issued thereto), and all Design Documents and Construction Documents. The Contract Documents shall also include, without limitation (together with all exhibits, addenda, and written amendments issued thereto), the Request for Qualifications (RFQ), instructions to bidders, bid form, bid bond, Design Criteria Package (if any), the Contract for Construction, surety payment and performance bonds, 6 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No.22-168-05 Conditions of the Contract for Construction (General, Supplementary, and other Conditions), Divisions 0-17 specifications, an approved Change Order(s), approved Construction Change Directive(s), and/or approved written order(s) for a minor change in the Work. CONTRACT FOR CONSTRUCTION: "Contract for Construction" shall mean the legally binding agreement between City and Consultant for performance of the Work covered in the Contract Documents, including, without limitation, a general Consultant, construction manager, design- builder or any other duly licensed construction Consultant selected pursuant to any other procurement methodology available under Florida law. 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. DESIGN CRITERIA PACKAGE or DCP: "Design Criteria Package" means concise, performance-oriented drawings or specifications of a design-build Project, prepared for the purpose of furnishing sufficient information to permit design-build firms to prepare a bid or a response to a City request for proposal, or to permit the City to enter into a negotiated design- build contract. The Design Criteria Package must specify performance-based criteria for the design-build Project, including the legal description of the site, survey information concerning the site, interior space requirements, material quality standards, schematic layouts and conceptual design criteria of the project, cost or budget estimates, design and construction schedules, site development requirements, provisions for utilities, stormwater retention and disposal, and parking requirements applicable to the project. Design criteria package services may not be acquired through this contract. DESIGN DOCUMENTS: "Design Documents" means all plans, drawings specifications, schematics and all other documents which set forth in full the design of the Project and fix and describe in detail the size, configuration and character of the Project concerning all items of the Project necessary for the final preparation of the 100% completed, permitted Construction Documents in accordance with the requirements of the Contract Documents including, without limitation, all architectural and engineering elements as may be appropriate. Design Documents shall not be part of the Contract Documents, until (a) the Consultant has submitted completed Design Documents to the City and (b) they have been reviewed and approved by the City and agencies having jurisdiction in accordance with the procedures as provided by the Contract Documents. However, approval by the City shall not in any way be construed, interpreted and/or deemed to constitute a waiver or excuse Consultant's obligations to ensure the Design Documents are constructible, in compliance with all Applicable Laws and in accordance with the Contract Documents. Design documents may not be acquired through this contract. PROJECT: The"Project" shall mean that certain City capital project described in the Consultant Service Order. Project Cost: The "Project Cost" shall mean the estimated total cost of the Project, as described in the Consultant Service Order(CSO) Project Scope: The "Project Scope" shall mean the description of the Project, as described in the Consultant Service Order(CSO). PROJECT ADMINISTRATOR: The"Project Administrator"shall mean the individual designated 7 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No. 22-168-05 by the City Manager who shall be the City's authorized representative to issue directives and notices on behalf of the City with respect to all matters concerning the Services of this Agreement (exclusive of those authorizations reserved to the City Manager or City Commission under this Agreement, or to regulatory or administrative bodies having jurisdiction over the Project). PROPOSAL DOCUMENTS: "Proposal Documents" shall mean the RFQ, together with all amendments or addenda thereto (if any), 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. Consultant's proposal in response to the RFQ is included for reference purposes only and shall not be incorporated as part of this Agreement, except with respect to Consultant's representations regarding the qualifications and experience of Consultant and its key personnel, its commitment to provide the key personnel listed therein, and its capability to perform and deliver the Services in accordance with this Agreement and consistent with the all representations made therein. 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(CSO) Schedule B— Consultant Compensation Schedule C— Hourly Rate Schedule Schedule D— Approved Subconsultants 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. SERVICES: "Services" shall mean all services, work, and actions by the Consultant performed pursuant to or undertaken under this Agreement, including services delineated as part of the Scope of Services. 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, permitting fees and other similar costs, as determined by the City, that are not considered as direct costs for the construction of the Project. STATEMENT OF PROBABLE CONSTRUCTION COST: The "Statement of Probable Construction Cost" shall mean the detailed estimate prepared by Consultant in Construction Standard Index(CSI)format or other format approved by the Project Administrator,which includes the Consultant's estimated total construction cost to the City of the Work for the Project (as established in the Contract Documents, as they may be amended from time to time).. The Statement of Probable Construction Cost shall be in sufficient detail to identify the costs of each element of the Project and include a breakdown of the fees, general conditions and construction contingency for the Project. Costs shall be adjusted to the projected bid date to take into account anticipated price escalation. WORK: "Work" shall mean all labor, materials, equipment, supplies, tools, machinery, utilities, fabrication, transportation, insurance, bonds, permits and conditions thereof, building code changes and government approvals, licenses, tests, quality assurance and/or quality control inspections and related certifications, surveys, studies, and other items, work and services that 8 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No. 22-168-05 are necessary or appropriate for the total construction, installation, and functioning of the Project, together with all additional, collateral and incidental items, and work and services required for delivery of a completed, fully functional and functioning Project as set forth in the Contract Documents. ARTICLE 2. BASIC SERVICES 2.1 The Consultant shall provide Basic Services for the Project, specifically described in the Consultant Service Order.All basic services shall comply with the hourly rates established herein. Any service for which the hourly rates established herein are not applicable shall be considered ancillary services and must comply with Article 5 of this Agreement. 2.2 The Services will be commenced by the Consultant upon receipt of a written Consultant Service Order signed by the City Manager or its 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 the City that it is knowledgeable of and shall comply with all Applicable Laws. The Consultant agrees to comply with all 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. 2.4 The Consultant warrants and represents to the City that all of the Services required under this Agreement shall be performed in accordance with the standard of care normally exercised in 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 the 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: 2.5.1. Administer the Construction Contract and monitor and inspect the work performed by the Contractor such that the project is constructed in reasonable conformity with the plans, specifications, and special provisions of the Construction Contract. 2.5.2 Resident Engineering Services - Coordinate the Construction Contract administration activities during construction with all utilities, testing companies, permitting agencies and the City . Services shall include maintaining the required level of surveillance of Contractor activities, interpreting plans, specifications, and special provisions for the Construction Contract. Maintain complete, accurate records of all activities and events relating to the project and properly document all project changes. Notwithstanding this Section 2.5, 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). include maintaining the required level of surveillance of Contractor activities, interpreting plans, specifications, and special provisions for the Construction Contract. Maintain complete, accurate records of all activities and events relating to the project and properly document all project changes. Notwithstanding this Section 2.5, and Schedule"A" hereto, the Consultant shall provide coordination with permitting agencies, coordination with utility companies, provide the daily 9 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No.22-168-05 reports and construction progress documentation as required, estimate and verify construction cost, review and respond to any claims from the project contractor. 2.6 RESPONSIBILITY FOR CLAIMS AND LIABILITIES: No action or omission by City shall. waive or excuse Consultant's obligations under the Agreement and/or other Contract Documents and that Consultant shall remain fully liable for all work performed by Consultant including,without limitation, any design errors or omissions (if applicable to the services performed by Consultant). 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 any subconsultants), for the accuracy and competency of the Services, nor shall any City approval and/or decisions be deemed to be an assumption of such responsibility by the City for a defect, error or omission in the Services. Moreover, neither the City's inspection, review, approval or acceptance of, nor payment for, any Services required under the Agreement shall be construed to relieve the Consultant (or any subconsultant) 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 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 to comply with the terms and conditions of the Agreement or by the Consultant's misconduct, unlawful acts, negligent acts, errors or omissions in the performance of the Agreement. 2.7 TIME: It is understood that time is of the essence except due to Force Majeure as defined herein, 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 City and Consultant, which shall be the Effective Date referred to on page 1 hereof, and shall be in effect for three(3)years("Initial Term"), plus two(2),one(1)year renewal options, to be exercised at the sole discretion of the City Manager (Initial Term and any renewals shall be collectively referred to as the "Term"). Notwithstanding the preceding Term, Consultant shall adhere to any and all timelines and/or deadlines, as set forth in the Consultant Service Order, including the time for completion of the work and/or services for such Project(as set forth in the particular Consultant Service Order). 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 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 Administrator) in order to provide for the safe, expeditious, economical and efficient completion of the Project, without negatively impacting concurrent work by others. 2.7.4 The Services shall 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 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 Administrator with written notice stating the reason for the particular delay; the requested adjustment(i.e. extension)to the 10 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No. 22-168-05 Project Schedule; and a revised anticipated schedule of completion. Upon receipt and review of Consultant's request(and such other documentation as the Project Administrator may require), the Project Administrator 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 Administrator's approval (if granted) shall be in writing. 2.8 Consultant shall use its best efforts to maintain a constructive, professional, cooperative working relationship with the Project Administrator, Design Consultant, 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. 2.10 The Consultant is responsible for: a. the professional quality b.technical accuracy c. completeness d. performance and coordination of all Services required under the Agreement and under the Consultant Service Order(including the services performed by subconsultants),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 consultant with respect to the disciplines required for the performance of such Services in the State of Florida. The Consultant is responsible for and shall represent to City that the Services conform to the City's requirements, the Contract Documents and all Applicable Laws. 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 Services. 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 Subconsultant) 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 Subconsultants 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 Subconsultants to comply with the terms and conditions of the Agreement or by the Consultant or any Subconsultants' misconduct, unlawful acts, negligent acts, errors or omissions in the performance of the Agreement. The Project Administrator shall notify the Consultant, in writing, of any deficiencies and shall approve the method and timing of the corrections. 2.11 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, Consultants, other design professionals, and/or other consultants retained by the City), the intent 11 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No. 22-168-05 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 relating to 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. Consultant shall address 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. 2.11.1 The Consultant is advised that a performance evaluation of the Services rendered throughout this Agreement will be completed by the City and kept in the City's files for evaluation of future solicitations. 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 the Project Administrator. Replacement (including reassignment) of an approved Project Manager shall not be made without the prior written approval of the City Manager or designee (i.e. the Project Administrator). 2.13.1 Consultant agrees, within seven (7)calendar days of receipt of written notice from the City Manager or the Project Administrator (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 subconsultants). 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 the Project Administrator, 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 subconsultants to comply with this subsection. 2.15 The City and Consultant acknowledge that the Services, as described in the Agreement and the Consultant Service Order, 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 and/or services should be performed (to complete the Project 12 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No. 22-168-05 delineated under such Order) which is, in the Consultant's reasonable opinion, outside the level of effort originally anticipated in the Consultant Service Order, then Consultant shall promptly notify the Project Administrator, in writing, and shall obtain the Project Administrator'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 Administrator, 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 the Scope of Services). Mere notice by Consultant to the Project Administrator shall not constitute authorization or approval by the City to perform such work. Performance of any such work and/or services by Consultant without the prior written consent of the Project Administrator 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 HAS NO OBLIGATION TO ASSIST, FACILITATE AND/OR PERFORM IN ANY WAY THE CONSULTANT'S OBLIGATIONS UNDER THE AGREEMENT OR OTHER CONTRACT DOCUMENTS. THE CITY'S PARTICIPATION, FACILITATION AND/OR ASSISTANCE TO THE CONSULTANT SHALL BE AT ITS SOLE DISCRETION AND SHALL NOT, IN ANY WAY, BE CONSTRUED, INTERPRETED AND/OR CONSTITUTE AN ASSUMPTION BY THE CITY OF CONSULTANT'S OBLIGATIONS, A WAIVER OF CONSULTANT'S OBLIGATIONS AND/OR EXCUSE ANY BREACH BY CONSULTANT OF ITS OBLIGATIONS UNDER THE CONTRACT DOCUMENTS. THE PARTICIPATION IN THE PERFORMANCE OF ANY OF CONSULTANT'S OBLIGATIONS SHALL NOT PRECLUDE THE CITY FROM DECLARING CONSULTANT IN DEFAULT FOR CONSULTANT'S FAILURE TO PERFORM SUCH OBLIGATION, NOR SHALL IT LIMIT, IN ANY WAY, THE CITY'S RIGHTS AND REMEDIES IN CONNECTION THEREWITH. THE CONSULTANT EXPRESSLY ACKNOWLEDGES AND AGREES NOT TO RAISE OR ASSERT AS DEFENSE TO ANY CLAIM,ACTION,SUIT AND/OR OTHER PROCEEDING OF A SIMILAR NATURE,THE CITY'S PARTICIPATION, ASSISTANCE AND/OR FACILITATION IN THE PERFORMANCE OF CONSULTANT'S OBLIGATIONS. INCLUDING, WITHOUT LIMITATION, ASSISTING WITH OBTAINING PERMITS OR WITH COORDINATION WITH UTILITIES, OR OTHER MATTERS RELATED TO THE PROJECT. IN THE EVENT OF ANY CONFLICT BETWEEN THIS SECTION AND/OR ANY OTHER PROVISION OF THIS AGREEMENT OR OTHER CONTRACT DOCUMENTS, THIS SECTION SHALL GOVERN. 2.18 GREEN BUILDING STANDARDS: If applicable, 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 SUBCONSULTANTS: From time-to-time, it may be necessary to add a subconsultant(s) to assist on a specific project. All services provided by subconsultants 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 subconsultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. Nothing 13 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No. 22-168-05 contained in this Agreement shall create any contractual relationship between the City and the subconsultants. The Consultant shall not retain, add, or replace any subconsultant without the prior written approval of the City Manager, in response to a written request from the Consultant stating the reasons for any proposed substitution. The Consultant shall be ultimately responsible for ensuring the Consultant's and all of its subconsultants' are in compliance with the requirements of this Section and any other provision of the Agreement and/or Consultant Service Order. With respect to the performance of work by subconsultants, the Consultant shall, in approving and accepting such work, ensure the professional quality, completeness, and coordination of the subconsultant's work. The Consultant shall, upon the request of the City, submit to the City such documentation and information as the City reasonably requests to evidence the creation, standing, ownership and professional licensure of the Consultant (and subconsultants), including organizational documents, operating agreements and professional licensure documentation, and copies of the Consultant's contracts with the subconsultant with respect to the Project. However, the City's failure to request such documentation or evidence and/or failure to enforce in any way the terms and provisions of this Section, the Agreement and/or any other Consultant Service Order during the Project does not excuse, waive and/or condone in any way any noncompliance of the requirements set forth therein including, without limitation, the professional licensure requirements. Any approval of a subconsultant by the City shall in no way shift from the Consultant to City the responsibility for the quality and acceptability of the services performed by the subconsultant. Payment of subconsultants shall be the sole responsibility of the Consultant and shall not be cause for any increase in compensation to the Consultant for payment of the Services. 2.19.1 APPROVAL OF SUBCONSULTANTS: The City Manager or the City Manager's designee must approve the use of any subconsultant. Subconsultants performing work in accordance with the contract rates may be approved by the City Manager or designee even if the total cost exceeds the formal bid threshold. Work that is not in accordance with the contract rates shall be considered ancillary services and approved accordingly. ARTICLE 3.THE CITY'S RESPONSIBILITIES 3.1 The City Manager shall designate a Project Administrator, who shall be the City's authorized representative to act on City's behalf with respect to the City's responsibilities or matters requiring City's approval under the Contract Documents. The Project Administrator 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. The Project Administrator shall have full authority to require the Consultant to comply with the Contract Documents, provided, however, that any failure of the Project Administrator to identify any noncompliance, or to specifically direct or require compliance, shall in no way constitute a waiver of, or excuse, the Consultant's obligation to comply with the requirements of the Contract Documents. 3.2 The City shall make available to Consultant, for the convenience of the Consultant only, 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 14 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No.22-168-05 no express or implied certification, warranty, and/or representation as to the accuracy or completeness of such information and assumes no responsibility whatsoever with respect to, the sufficiency:, completeness or accuracy 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 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 subconsultants or vendors). 3.4 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 Administrator, shall give prompt written notice thereof to the Consultant. Such notice shall include (1) the work required to correct the fault,defect,or non-conformance and(2)the allotted time for the correction, which, unless otherwise agreed upon by the Parties, shall be no longer than fourteen (14) days: 3.5 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. 3.6 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: 3.6.1 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. 3.6.2 The City Commission shall be the body to consider, comment upon, or approve any assignment, sale, transfer or subletting of this Agreement. Assignment and transfer shall be defined to also include sale of the majority of the stock of a corporate consultant. 3.6.2 Contract Amendments shall be approved in accordance with Contract Approval Authority Procedure 03.02 or as amended. 3.7 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 this 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. 3.7.1 The City Manager shall have prior review and approval of the Project Manager (and any replacements) and of any subconsultants (and any replacements). 15 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No. 22-168-05 3.7.2 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. 3.7.3 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. 3.7.4 Contract Amendments shall be approved in accordance with Contract Approval Authority Procedure 03.02 or as amended. 3.7.5 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. 3.7.6 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). 3.8 The City's review, evaluation, or comment as to any documents prepared by or on behalf of the Consultant shall be solely for the purpose of the City's determining for its own satisfaction the suitability of the Project, or portions thereof, detailed in such documents for the purposes intended therefor by the City, and may not be relied upon in any way by the Consultant or any other third party as a substantive review thereof. ARTICLE 4. INTENTIONALLY OMITTED ARTICLE 5. ADDITIONAL SERVICES • 5.1 Additional Services shall only be performed by Consultant following receipt of written authorization by the Project Administrator (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; a lump sum to be negotiated at the time of the request for additional services or a 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 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 Administrator. 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 16 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No. 22-168-05 Reimbursables, expense reviews). 5.2 Additional Services include the following: 5.2.1. Unforeseen Conditions. Providing additional work relative to the Project which arises from subsequent circumstances and causes which could not reasonably have been foreseen at the time of execution of this Agreement (excluding conditions determined by all prior studies available to Consultant and excluding circumstances and causes resulting from error, omission, inadvertence, or negligence of Consultant). 5.2.2 Expert Witness: Except insofar as the Consultant is required by legal process or subpoena to appear and give testimony, preparing to serve or serving as an expert witness in connection with any state or federal court action to which the Consultant is not a party in its own name,that is not instituted by the Consultant or in which the performance of the Consultant is not in issue. 5.2.3 Procurement: Assistance in connection with bid protests, re-bidding, or re- negotiating contracts (except for Contract Document revisions and re-bidding services required under Section 4.4 hereof,which shall be provided at no additional cost to City). 5.2.4. Threshold Inspection/Material Testing and Inspection: Providing threshold inspection services and material testing/special inspection services, provided that Consultant, as part of the Basic Services, shall report on the progress the Work, including any defects and deficiencies that may be observed in the Work. 5.2.5 Surveys & Testing: Environmental investigations and site evaluations, provided, however, that surveys of the existing structure required to complete as-built documentation are not additional services. 5.2.6 Geotechnical engineering. Providing geotechnical engineering services or site surveys. 5.3 Additional services may be requested by the City using a Consultant Service Order(CSO). For each proposed Consultant Service Order, Consultant shall provide the City with a cost proposal on a lump sum or not-to-exceed basis, based on the fee schedule set forth in Schedule "C" hereto. Consultant Service Order shall be executed in accordance with Contract Approval Authority Procedure 03.02 or as amended. Any CSO not executed in accordance herewith shall be null and void. Except as specified herein, services that are required for completion of the Construction Documents shall be part of Consultant's Basic Services. 5.4 Reimbursable Expenses shall be authorized and approved in accordance with Article 6 hereto. 5.5 Additional services not adhering to the contract rates established herein shall be considered ancillary services and approved accordingly. 17 DocuSign Envelope ID:FSOE78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No.22-168-05 ARTICLE 6. REIMBURSABLE EXPENSES • 6.1 Reimbursable Expenses must be authorized, in advance, in writing, by the Project Administrator. Invoices or vouchers for Reimbursable Expenses shall be submitted to the Project Administrator (along with any supporting receipts and other back-up material requested by the Project Administrator). 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." Reimbursable Expenses may include, but not be limited to, the following: • 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 subconsultants, and courier, postage and handling costs between the Consultant and its subconsultants). • Costs for reproduction and preparation of graphics for community workshops. • 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(CSO) attached hereto as Schedule "A-1", issued for a particular Project, shall be negotiated between the City and Consultant, and shall be set forth in the Consultant Service Order. 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 Administrator. 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. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project and the total estimated fee to completion. 7.3 Approved Additional Services shall be compensated in accordance with the hourly billing 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, up to the "Not to Exceed" Reimbursable allowance amount set forth in the Consultant Service Order. 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: The initial hourly rates set forth in Schedule C shall remain constant for the Initial Term of the agreement. Ninety (90) days prior to expiration of the Initial Term, the City Manager may consider an adjustment to the preceding year's unit costs for the subsequent year. Any such adjustments, if any, shall be based on a corresponding increase in the Consumer Price Index for All Urban Consumers; U.S. City average (1982-84=100), as established by the United 18 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No.22-168-05 States Bureau of Labor Statistics("CPI"), or material adjustments to the scope or requirements of the RFQ,by the City, including (but not limited to) living wage increases. In the event that the City Manager determines that the requested increase is unsubstantiated, the Consultant agrees to perform all duties at the current cost terms. 7.6 No retainage shall be made from the Consultant's compensation on account of sums withheld by the City on payments to Consultant. 7.7 METHOD OF BILLING AND PAYMENT. Consultant shall invoice the Project Administrator in a timely manner, but no more than once on a monthly basis, per project. Invoices shall identify/include 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 Administrator for the requested Additional Service(s) or Reimbursable Expense(s) shall accompany the invoice. Invoices shall be submitted to the City at the following address: Accounts Payable: oavables(a)miamibeachfl.00v 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). ARTICLE 8. CONSULTANT'S ACCOUNTING AND OTHER RECORDS 8.1 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. 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 subconsultants 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 its native electronic form, 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 Administrator in their native electronic form, as required in the Consultant Service Order within thirty (30) days of completion of the Services (or within thirty (30) days of expiration or earlier termination of this 19 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No. 22-168-05 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 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 subconsultants 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 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. 20 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No. 22-168-05 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 Administrator 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 Administrator 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. 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 Administrator; (3) terminate all existing orders and subcontracts; and (4) promptly assemble all Project documents (for delivery to the Project Administrator). ARTICLE 11. INSURANCE The Consultant shall maintain the below required insurance in effect prior to awarding the contract and for the duration of the contract. The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage may be treated as a material breach of the contract, which could result in withholding of payments or termination of the Agreement. 21 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No. 22-168-05 A. Workers' Compensation Insurance for all employees of the Contractor as required by Florida Statute Chapter 440 and Employer Liability Insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease. Should the Contractor be exempt from this Statute, the Contractor and each employee shall hold the City harmless from any injury incurred during performance of the Contract. The exempt contractor shall also submit(i)a written statement detailing the number of employees and that they are not required to carry Workers' Compensation insurance and do not anticipate hiring any additional employees during the term of this contract or(ii) a copy of a Certificate of Exemption. B. Commercial General Liability Insurance on an occurrence basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence, and $2,000,000 general aggregate. C. Automobile Liability Insurance covering any automobile, if vendor has no owned automobiles, then coverage for hired and non-owned automobiles, with limit no less than$1,000,000 combined per accident for bodily injury and property damage. D. Professional Liability (Errors & Omissions) Insurance appropriate to the Consultant's profession,with limit no less than $1,000,000. 11.1 The maintenance of proper insurance coverage is a material element of the Agreement and failure to maintain or renew coverage may be treated as a material breach of the Agreement, which could result in withholding of payments or termination of the Agreement. 11.2 Additional Insured - City of Miami Beach must be included by endorsement as an additional insured with respect to all liability policies (except Professional Liability and Workers' Compensation) arising out of work or operations performed on behalf of the Consultant including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired or borrowed in the form of an endorsement to the Consultant's insurance. 11.3 Notice of Cancellation - Each insurance policy required above shall provide that coverage shall not be cancelled, except with notice to the City of Miami Beach do EXIGIS Insurance Compliance Services. 11.4 Waiver of Subrogation - Consultant agrees to obtain any endorsement that may be necessary to affect the waiver of subrogation on the coverages required. However, this provision applies regardless of whether the City has received a waiver of subrogation endorsement from the insurer. 11.5 Acceptability of Insurers - Insurance must be placed with insurers with a current A.M. Best rating of A:VII or higher. If not rated, exceptions may be made for members of the Florida Insurance Funds (i.e. FWCIGA, FAJUA). Carriers may also be considered if they are licensed and authorized to do insurance business in the State of Florida. 11.6 Verification of Coverage - Consultant shall furnish the City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage 22 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No.22-168-05 required by this contract. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the . work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time. CERTIFICATE HOLDER ON ALL COI MUST READ: CITY OF MIAMI BEACH do EXIGIS Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 Kindly submit all certificates of insurance,endorsements,exemption letters to our servicing agent, EXIGIS, at: Certificates-miamibeach a( riskworks.com 11.7 Special Risks or Circumstances -The City of Miami Beach reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Compliance with the foregoing requirements shall not relieve the vendor of his liability and obligation under this section or under any other section of this agreement. ARTICLE 12. INDEMNIFICATION AND HOLD HARMLESS 12.1 To the fullest extent permitted by 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. 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 Consultant, 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 subconsultants and/or any registered professionals (architects and/or engineers) under this Agreement). 23 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No. 22-168-05 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 Consultant's performance of the Services will constitute an additional cost to the City that 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, including, without limitation, the direct, indirect and/or consequential damages resulting from the Consultant's errors and/or omissions or any combination thereof. 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 Project Administrator. The Project Administrator'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 Project Administrator, the Consultant shall present any such objections, in writing, to the City Manager. The Project Administrator 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 the "not to exceed" amount of the fee paid to Consultant under this Agreement, 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 Consultant's "not to exceed" fee under this Agreement, 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 of the "not to exceed amount" of Consultant's fees under this Agreement, 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. ARTICLE 15. NOTICE Until changed by notice in writing, all such notices and communications shall be addressed as follows: All written notices given to City by Consultant shall be addressed to: 24 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No.22-168-05 City Manager's Office City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: Alina T. Hudak, City Manager Email: alinathudakc miamibeachfl.4ov With a copy to: Capital Improvement Projects Office City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: Maria H. Cerna, Division Director Capital Improvement Projects Office Ph: 305-673-7071 Ext. 6431 Email: mariacerna(a.miamibeachfl.aov All written notices given to the Consultant from the City shall be addressed to: Calvin, Giordano &Associates, Inc. 2103 Coral Way, Suite 810 Miami, FL 33145 Attn: Chris Giordano, MSC, CCM Ph: 954-921-7781 Email: marketinaecaasolutions.com All notices mailed electronically to either party shall be deemed to be sufficiently transmitted. ARTICLE 16. CONSULTANT'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW 16.1 Consultant shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. 16.2 The term "public records" shall have the meaning set forth in Section 119.011(12), which means all documents, papers, letters, maps, books,tapes, photographs,films, sound recordings, data processing software, or other material, regardless of the physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance or in connection with the transaction of official business of the City. 16.3 Pursuant to Section 119.0701 of the Florida Statutes, if the Consultant meets the definition of"Consultant" as defined in Section 119.0701(1)(a), the Consultant shall: (a) Keep and maintain public records required by the City to perform the service; 25 DocuSign Envelope ID:F80E78F1-FDC3-4E64-9E75-3716D611CAD4 Contract No.22-168-05 (b) Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes or as otherwise provided by law; (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the contract term and following completion of the Agreement if the Consultant does not transfer the records to the City; Upon completion of the Agreement, transfer, at no cost to the City, all public records in possession of the Consultant or keep and maintain public records required by the City to perform the service.'If the Consultant transfers all public records to the City upon completion of the Agreement,the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Consultant keeps and, maintains public records upon completion of the Agreement, the Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. 16.4 REQUEST FOR RECORDS; NONCOMPLIANCE. 16.4.1 A request to inspect or copy public records relating to the City's contract for services must be made directly to the City. If the City does not possess the requested records, the City shall immediately notify the Consultant of the request, and the' Consultant must provide the records to the City or allow the records to be inspected or copied within a reasonable time. 16.4.2 Consultant's failure to comply with the City's request for records shall constitute a breach of this Agreement, and the City, at its sole discretion, may: (1) unilaterally terminate the Agreement; (2) avail itself of the remedies set forth under the Agreement; and/or(3) avail itself of any available remedies at law or in equity. 16.4.3 A Consultant who failsto provide the public records to the City within a reasonable time may be subject to penalties under s. 119.10. 16.5 CIVIL ACTION. 16.5.1 If a civil action is filed against a Consultant to compel production of public records relating to the City's contract for services, the court shall assess and award against the Consultant the reasonable costs of enforcement, including reasonable attorneys' fees, if: (a) The court determines that the Consultant unlawfully refused to comply with the public records request within a reasonable time; and (b) At least 8 business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the Consultant has not complied with the request, to the City and to the Consultant. 16.5.2 A notice complies with subparagraph (16.5.1)(b) if it is sent to the City's custodian of public records and to the.Consultant at the Consultant's address listed on its contract with the City or to the Consultant's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global.Express Guaranteed, or certified 26 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No.22-168-05 mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. 16.5.3 A Consultant who complies with a public records request within 8 business days after the notice is sent is not liable for the reasonable costs of enforcement. 16.6 IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY OF MIAMI BEACH ATTENTION: RAFAEL E. GRANADO, CITY CLERK 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 E-MAIL: RAFAELGRANADO ..MIAMIBEACHFL.GOV PHONE: 305-673-7411 ARTICLE 17. INSPECTOR GENERAL AUDIT RIGHTS 17.1 Pursuant to Section 2-256 of the Code of the City of Miami Beach, the City has established the Office of the Inspector General which may, on a random basis, perform reviews, audits, inspections, and investigations on all City contracts, throughout the duration of said • contracts. This random audit is separate and distinct from any,other audit performed by or on behalf of the City. 17.2 The Office of the Inspector General is authorized to investigate City affairs and empowered to review past, present and proposed City programs, accounts, records, contracts and transactions. In addition, the Inspector General has the power to subpoena witnesses, administer oaths, require the production of witnesses and monitor City projects and programs. Monitoring of an existing City project or program may include a report concerning whether the project is on time, within budget and in conformance with the contract documents and applicable law. The Inspector General shall have the power to audit, investigate, monitor, oversee, inspect and review operations, activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) submittals, activities of the Consultant, its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City Code, the City is allocating a percentage of its overall annual contract expenditures to fund the activities and operations of the Office of Inspector General. 17.3 Upon ten (10) days written notice to the Consultant, the Consultant shall make all requested records and documents available to the Inspector General for inspection and copying. The Inspector General is empowered to retain the services of independent private sector auditors to audit, investigate, monitor, oversee, inspect and review operations activities, performance and procurement process including but not limited to project design, bid specifications, (bid/proposal) 27 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No.22-168-05 submittals, activities of the Consultant its officers, agents and employees, lobbyists, City staff and elected officials to ensure compliance with the contract documents and to detect fraud and corruption. 17.4 The Inspector General shall have the right to inspect and copy all documents and records in the Consultant's possession, custody or control which in the Inspector General's sole judgment, pertain to performance of the contract, including, but not limited to original estimate files, change order estimate files, worksheets, proposals and agreements from and with successful subconsultants and suppliers, all project-related correspondence, memoranda, instructions, financial documents, construction documents, (bid/proposal) and contract documents, back- change documents, all documents and records which involve cash, trade or volume discounts, insurance proceeds, rebates,or dividends received,payroll and personnel records and supporting documentation for the aforesaid documents and records. 17.5 The Consultant shall make available at its office at all reasonable times the records, materials, and other evidence regarding the acquisition (bid preparation) and performance of this Agreement, for examination, audit, or reproduction, until three (3)years after final payment under this Agreement or for any longer period required by statute or by other clauses of this Agreement. In addition: (a) If this Agreement is completely or partially terminated, the Consultant shall make available records relating to the work terminated until three (3) years after any resulting final termination settlement; and (b) The Consultant shall make available records relating to appeals or to litigation or the settlement of claims arising under or relating to this Agreement until such appeals, litigation, or claims are finally resolved. 17.6 The provisions in this section shall apply to the Consultant, its officers, agents, employees, subconsultants and suppliers. The Consultant shall incorporate the provisions in this section in all subcontracts and all other agreements executed by the Consultant in connection with the performance of this Agreement. 17.7 Nothing in this section shall impair any independent right to the City to conduct audits or investigative activities. The provisions of this section are neither intended nor shall they be construed to impose any liability on the City by the Consultant or third parties. ARTICLE 18. MISCELLANEOUS PROVISIONS 18.1 VENUE AND WAIVER OF JURY TRIAL: 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. 28 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No.22-168-05 18.2 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. 18.3 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 Consultant, supplier, subconsultant, 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 18.4 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. 18.5 LAWS AND REGULATIONS: 18.5.1 The Consultant shall, during the Term of this Agreement, be governed by all Applicable Laws which may have a bearing on the Services involved in the Project. 18.5.2 Project Documents. In accordance with Section 119.071 (3) (b)(2), Florida Statutes, entitled "General exemptions from inspecting or copying public records," 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 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 Consultant 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. 18.5.2.1 In addition to the requirements in this subsection 18.5.2,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 29 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No. 22-168-05 to, each employee of Consultant and subconsultants 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. 18.5.2.2 The Consultant and its subconsultants agree in writing that the Project documents are to be kept and maintained in a secure location. 18.5.2.3 Each set of the Project documents are to be numbered and the whereabouts of the documents shall be tracked at all times. 18.5.2.4 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. 18.5.3 E-Verify 18.5.3.1 Consultant shall comply with Section 448.095, Florida Statutes, "Employment Eligibility" ("E-Verify Statute"), as may be amended from time to time. Pursuant to the E-Verify Statute, commencing on January 1, 2021, Consultant shall register with and use the E-Verify system to verify the work authorization status of all newly hired employees during the Term-of the Agreement. Additionally, Consultant shall expressly require any subconsultant performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subconsultant during the contract Term. If Consultant enters into a contract with an approved subconsultant, the subconsultant must provide the Consultant with an affidavit stating that the subconsultant does not employ, contract with, or subcontract with an unauthorized alien. Consultant shall maintain a copy of such affidavit for the duration of the Agreement or such other extended period as may be required under this Agreement. 18.5.3.2 TERMINATION RIGHTS. 18.5.3.2.1 If the• City has a good faith belief that Consultant has knowingly violated Section 448.09(1), Florida Statutes, the City shall terminate this Agreement with Consultant for cause, and the City shall thereafter have or owe no further obligation or liability to Consultant. 18.3.5.2.2 If the City has a good faith belief that a subconsultant has knowingly violated the foregoing Subsection 18.5.3.1 but the Consultant otherwise complied with such subsection, the City will promptly notify the Consultant and order the Consultant to immediately terminate the Agreement with the subconsultant. Consultant's failure to terminate a subconsultant shall be an event of default under this Agreement, entitling City to terminate the Consultant's contract for cause. 18.5.3.2.3 A contract terminated under the foregoing Subsection 18.5.3.2.1 or 18.5.3.2.2-is not in breach of contract and may not be 30 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No.22-168-05 considered as such. 18.5.3.2.4 The City or Consultant or a subconsultant may file an action with the Circuit or County Court to challenge a termination under the foregoing Subsection 18.5.3.2.1 or 18.5.3.2.2 no later than 20 calendar days after the date on which the contract was terminated. 18.5.3.2.5 If the City terminates the Agreement with Consultant under the foregoing Subsection 18.5.3.2.1 Consultant may not be awarded a public contract for at least 1 year after the date of termination of this Agreement. 18.5.3.2.6 Consultant is liable for any additional costs incurred by the City as a result of the termination of this Agreement under this Section 18.5.3. 18.6 FORCE MAJEURE: • 18.6.1 A "Force Majeure" event is an event that (i) in fact causes a delay in the performance of the Contractor or the City's obligations under the Agreement, and (ii) is beyond the reasonable control of such party unable to perform the obligation, and (iii) is not due to an intentional act, error, omission, or negligence of such party, and (iv) could not have reasonably been foreseen and prepared for by such party at any time prior to the occurrence of the event. Subject to the foregoing criteria, Force Majeure may include events such as war, civil insurrection, riot, fires, epidemics, pandemics, terrorism, sabotage, explosions, embargo restrictions, quarantine restrictions, transportation accidents, strikes, strong hurricanes or tornadoes, earthquakes, or other acts of God which prevent performance. Force Majeure shall not include technological impossibility, inclement weather, or failure to secure any of the required permits pursuant to the Agreement. 18.6.2 If the City or Contractor's performance of its contractual obligations is prevented or delayed by an event believed by to be Force Majeure, such party shall immediately, upon learning of the occurrence of the event or of the commencement of any such delay, but in any case within fifteen (15) business days thereof, provide notice: (i) of the occurrence of event of Force Majeure, (ii) of the nature of the event and the cause thereof, (iii) of the anticipated impact on the Agreement, (iv) of the anticipated period of the delay, and (v)of what course of action such party plans to take in order to mitigate the detrimental effects of the event. The timely delivery of the notice of the occurrence of a Force Majeure event is a condition precedent to allowance of any relief pursuant to this section; however, receipt of such notice shall not constitute acceptance that the event claimed to be a Force Majeure event is in fact Force Majeure, and the burden of proof of the occurrence of a Force Majeure event shall be on the requesting party. 18.6.3 The City may, in its sole and absolute discretion, make amendment or equitable adjustment in the contract terms and conditions and/or pricing to address very limited unforeseen circumstances outside of the successful Bidder's control relating to certain supply chain issues and extreme market volatility. The City may, but shall have no obligation to consider or otherwise approve an adjustment,where pricing or availability of 31 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No.22-168-05 supply is affected by extreme or unforeseen volatility in the marketplace satisfying, at a minimum, all of the following criteria: 1) the volatility is due to causes wholly beyond the successful Bidder's control; 2) the volatility affects the entire marketplace or industry, not just the particular successful Bidder's source of supply; 3) the effect on pricing or availability of supply is substantial; and 4) the volatility so affects the successful Bidders that continued performance of the Contract would result in an excessive or unreasonable substantial loss or financial hardship to the Bidders, such as, for example, an event implicating insolvency or bankruptcy. Any adjustment would require irrefutable evidence and written approval by the Director of Purchasing Services. For the avoidance of doubt, this section does not in any way alter or affect the allocation of risk between the City and the Bidders pursuant to the Contract, or Bidder's assumption_of all risks relating to its performance in accordance with the Contract terms. 18.6.4 No party hereto shall be liable for its failure to carry out its obligations under the Agreement during a period when such party is rendered unable, in whole or in part, by Force Majeure to carry out such obligations. The suspension of any of the obligations under this Agreement due to a Force Majeure event shall be of no greater scope and no longer duration than is required.The party shall use its reasonable best efforts to continue to perform its obligations hereunder to the extent such obligations are not affected or are only partially affected by the Force Majeure event, and to correct or cure the event or condition excusing_performance and otherwise to remedy its inability to perform to the extent its inability to perform is the direct result of the Force Majeure event with all reasonable dispatch. 18.6.5 Obligations pursuant to the Agreement that arose before the occurrence of a Force Majeure event, causing the suspension of performance, shall not be excused as a result of such occurrence unless such occurrence makes such performance not reasonably possible. The obligation to pay money in a timely manner for obligations and liabilities which matured prior to the occurrence of a Force Majeure event shall not be subject to the Force Majeure provisions. 18.6.6 Notwithstanding any other provision to the contrary herein, in the event of a Force Majeure occurrence,the City may, at the sole discretion of the City Manager, suspend the City's payment obligations under the Agreement, and may take such action without regard to the notice requirements herein. Additionally, in the event that an event of Force Majeure delays a party's performance under the Agreement for a time period greater than thirty (30) days, the City may, at the sole discretion of the City Manager, terminate the Agreement on a given date, by giving written notice to Consultant of such termination. If the Agreement is terminated pursuant to this Section, Consultant shall be paid for any Services satisfactorily performed up to the date of termination; following which the City shall be discharged from any and all liabilities, duties, and terms arising out of, or by virtue of,this Agreement. In no event will any condition of Force Majeure extend this Agreement beyond its stated term. 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. 18.7 CORRECTIONS TO CONTRACT DOCUMENTS: If applicable to the performance of Consultant's Services, 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 32 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No. 22-168-05 subconsultants. 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. 18.8 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 subconsultants, subject to the prior written approval of the City Manager. 18.9 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. 18.9 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, subconsultants, and other purchased services, etc., as necessary to complete said Services. 18.10 INTENT OF AGREEMENT: 18.10.1 The intent of the Agreement is for the Consultant to provide all necessary items for the proper completion of the Services.The Consultant shall perform, as Basic Services, such incidental work which may not be specifically referenced, as necessary to complete the Project. 18.10.2 This Agreement is for the benefit of the parties only and it does not grant rights to a third-party beneficiary, to any person, no4 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. 18.10.3 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. 18.10.4 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. 33 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 DocuSign Envelope ID:402F44EB-B45D-4FCC-A3C9-592D491F71A6 Contract No.22-168-05 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 DoeuSigned by: � Kati att L f. l'rtuA.a4.e rAD©DAooro6C ler... RAFAEL E. GRANADO, CITY CLERK A T. HUDAK, CI MANAGER 2/14/2023 I 9:06 EST Date APPROVED AS TO FORM &LANGUAGE &FOR EXECUTION . 9L11 jhCity Attorney EX:f. Date CONSULTANT: CALVIN,GIORDANO&ASSOCIATES, INC. /2 ./,----) Signature (',hri s t torct ro Print Name Date 1—GZY1U/A,t'1.. A(pi W)2:3 34 • DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No.22-168-05 SCOPE OF SERVICES The Consultant's Basic Services that may be provided under the Agreement entered into pursuant to this RFQ shall (at a minimum)consist of, but not be limited to,the following: 1. Administer the Construction Contract and monitor and inspect the work performed by the Contractor such that the Project is constructed in reasonable conformity with the plans, specifications, and special provisions of the Construction Contract. 2. Resident Engineering Services-Coordinate the Construction Contract administration activities of all parties other than the Contractor involved in completing the construction project. Services shall include maintaining the required surveillance of Contractor activities, interpreting plans, specifications, and special provisions for the Construction Contract. Maintain complete, accurate records of all activities and events relating to the Project and properly document all project changes. The following services shall be performed: a) General Coordination:The Consultant shall communicate daily or periodically with the City,the Design Consultant, and Contractor, as needed. They shall report on concerns related to the construction effort and activities. In addition,the Consultant shall also coordinate with the Public Information Officer(PIO)where notifications such as utility outages, road closures,etc., may be required. The Consultant shall monitor and verify that the Contractor has made the required notifications to the utility owners, residents, and businesses as may be necessary. b) Estimating Services: Provide accurate cost estimates and schedules to avoid cost overruns and schedule slips. Prepare cost estimates and schedules by helping manage resources and supporting assessment and decision-making. Services may encompass a wide range of cost- related aspects of engineering and program management, particularly cost estimating, cost analysis/cost assessment, design-to-cost,schedule analysis/planning, and risk assessment. c) Value Engineering Meetings: The Consultant shall be expected to attend, participate, and provide cost estimating information at Value Engineering meetings between the City,the Design Consultant, and the Contractor for the Project. d) Resident's Information Meetings: The Consultant shall be expected to attend, address residents' concerns, participate, produce meeting minutes, and take a lead role in Resident Information Meetings with the City for the Project. e) Pre-Construction Meetings: The Consultant shall be expected to attend, participate, produce meeting minutes and take a lead role in Pre-Construction Meetings with the City, Design Consultant, and Contractor for the Project..The Pre-construction Meeting shall be scheduled. once the City issues the first Notice-to-Proceed to the Contractor. f) Weekly Construction Progress Meetings:The Consultant shall attend, participate and take a lead role in weekly construction project meetings with the City, PIO, Design Consultant, and Contractor on the Project. These meetings shall serve as forums to review the status of 35 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No. 22-168-05 construction progress,discuss construction issues,schedule and/or cost concerns,and potential changes or conflicts, review the status of shop drawing submittals and Construction Document clarifications and interpretations and resolve problems before they become critical. Consultant shall prepare weekly meeting minutes and distribute to all meeting attendees, review the two- week look ahead provided by the Contractor and provide comments or objections to written statements within the specified timeframe.The Consultant shall prepare detailed weekly reports that describe the construction activities, progress, incidents, and issues that have occurred on the construction site and distribute them to the attendees in advance of the weekly construction progress meetings. g) Field Observations: The Consultant shall conduct field observations daily throughout the duration of construction. Field observations may be provided jointly by the City and the Consultant. If and when necessary, the City shall provide part-time construction inspectors for the duration of the Project. The role of the City's construction inspectors shall be limited. The Consultant shall be present at the construction site daily during the Project's construction phase and shall be expected to be available, as needed,throughout the Contractor's workday. h) Environment and Sustainability: Stormwater Permit - Verify that the Contractor conducts inspections, prepares reports, and monitors all stormwater pollution prevention measures associated with the Project. For each project that requires the use of:the National Pollutant Discharge Elimination System (NPDES) General Permit, the inspector (at least one) should have completed the "Florida Stormwater, Erosion, and Sedimentation Control Training and Certification Program for Inspectors and Contractors." The Consultant's inspector shall be familiar with the requirements outlined in the FEDERAL REGISTER, Vol. 87, No. 15, Monday, January 24, 2022, pages 3522 to 3532 "National Pollutant Discharge Elimination System (NPDES)2022 Issuance of General Permit for Stormwater Discharges From Construction Activities" and 62-621.300 F.A.C. The City's regulations for sediment and erosion control and pollution prevention must be followed regardless of NPDES General Permit status(See City of Miami Beach Municipal Code, Chapter 46,Article X). Construction and Demolition Debris Management-The consultant shall help ensure proper construction and demolition(C&D)debris management. i) Specialty Design Consultant Site Visits:The Consultant shall monitor the number of specialty site visits requested by the Contractor or City and conducted by the Design Consultant.When it becomes evident that a specialty site visit from the design Engineer of Record (EOR) shall be required, the Consultant shall notify the FOR to discuss and schedule a mutually acceptable time for meeting at the construction site. j) Daily Reports: The Consultant shall prepare daily reports on the same date as construction occurs to record the daily performance of the Contractor as well as other significant construction- related matters. The Consultant shall upload daily reports to e-BuilderTM, the City's document management system.At the end of each day or the beginning of the following day,the Consultant shall forward the original daily reports to the City for review. The Consultant shall maintain and 36 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No. 22-168-05 electronically file of the daily reports for reference.The daily reports shall include records of when the Contractor is on the job-site, general field observations, weather conditions, change orders, changed conditions, list of job site visitors, daily drilling and testing activities, testing results, testing observations, and records of the outcome of tests and inspections. At a minimum, the daily reports shall contain the following information: • Weather and general site conditions • Contractor's workforce counts by category and hours worked • Description of Work performed, including location • Equipment utilized • Names of visitors to the jobsite and reason for the visit • Tests made and results • Construction difficulties encountered and remedial measures taken • Significant delays encountered and apparent reasons why • Description of(potential)disputes between the Contractor and City • Description of(potential) disputes between the Contractor and residents • Summary of additional directions that may have been given to the Contractor • Detailed record of materials, equipment, and labor used in connection with extra work, or where there is reason to suspect that the Contractor may submit a claim or request for Change Order • Summary of any substantive discussions held with the Contractor and/or City • Summary of nonconforming work referenced to corresponding Non-Compliance Notice • A log of photographs taken k) Photographic Record: Consultant shall provide a photographic record of the overall construction progress, beginning with pre-construction documentation, following with ongoing construction documentation, and ending with post-construction documentation. Photographs shall be digital snapshot type taken to define the progress of the Project and shall be filed electronically by month in e-BuilderT'", the City's document management system, labeled by date, time, and location. The Consultant shall upload all photos to the e-BuilderTM document management system on a weekly basis. I) Adherence to Construction Documents: The Consultant shall review materials and workmanship of the projects and report to the City any deviations from the Construction Documents that may come to the Consultant's attention. Consultant shall determine the acceptability of the work and materials and, in concert with the Design Consultant (as necessary), make recommendations to the City to reject items not meeting the requirements of the Construction Documents. m) Delivery of Unaccepted Materials to Jobsite: As new materials are delivered to the jobsite, the Consultant shall check the material's certifications and samples and verify that an approved shop drawing was submitted for the material in question. If it is determined that a submittal has not been approved,the Consultant shall immediately notify the City and issue a Non-Compliance Notice. In conjunction with the Design Consultant(as necessary),the Consultant shall direct and supervise the sampling and testing of materials performed by the City's independent testing laboratory.The Consultant shall maintain test report logs which shall be submitted to the City for • 37 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No.22-168-05 review and uploaded to e-BuilderTM, the City's document management system, on a weekly basis. Consultant shall also review invoices submitted by the independent testing laboratories and recommend payment by the City. n) Shop Drawing Submittals:The Consultant shall have seven (7)days to review shop drawings and product approvals throughout the construction period for familiarity prior to delivery of materials. Consultant shall verify that the Contractor maintains a submittal log, conducts timely submittals, and uploads approved shop drawings to e-BuilderTM, the City's document management system. o) Issuance of Non-compliance Notices: The Consultant shall be responsible for notifying the City when they become aware of a condition that is believed to be in non-compliance with Construction Documents.Anytime the Consultant notices a potential construction problem or a condition that could result in non-complying materials, equipment, or workmanship, the Consultant will need to determine whether the condition poses an immediate threat to public health or safety. 1) If a condition does not pose a threat to public health or safety, immediate verbal notification or "Pre-Noncompliance Notice" of the potential non-compliance should be made to the Contractor and the City.This verbal notice shall be documented in the Consultant's daily report, as well as an email to the Contractor with a copy to the City's Project Coordinator advising the Contractor of potential construction problems, errors, or deficiencies that can be promptly resolved and do not warrant a Non-compliance Notice. If the Contractor fails to respond to the verbal notification within a reasonable timeframe, the Consultant shall notify the City and the City's Projects Coordinator and shall issue a written Non-compliance Notice. 2) If a condition poses an immediate threat to public health or safety, the Consultant shall notify the Contractor and City immediately, and the City's Projects Coordinator shall issue a Non- compliance Notice to the Contractor. Non-compliance Notices shall include a description of the Work that does not meet the construction contract requirements, along with a required timetable for corrective work to be implemented by the Contractor. Other items that should be included in the Notice include a reference to the provision of the Construction Documents that have been violated. p) Damage to-Existing Facilities: The Consultant shall identify any existing facilities damaged by the Contractor and verify that the Contractor has notified the respective owner(s). The Consultant shall include a record of such occurrences in the daily reports. q) Change Orders: Consultant shall perform an independent review of any Change Orders submitted by the Contractor and provide a written statement noting recommendation for approval or denial of the Change Order to the City. If recommended for approval, the Consultant shall note if the requested cost and schedule impacts are fair and reasonable. The Consultant shall be responsible for maintaining a Change Order log and uploading approved Change Orders to e-BuilderTM, the City's document management system. The Consultant shall also participate in change request review meetings with City and Contractor to resolve and/or negotiate the equitable resolution of request. r) Requests for Information/Construction Document Clarification (RFIsICDCs): When RFIs 38 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No. 22-168-05 and CDCs involve design issue interpretations, the Consultant shall coordinate with the Design Consultant, as needed, to resolve the Contractor's Requests for Information, Construction Document Clarifications, Field Orders, and other related correspondence. The Consultant shall also be responsible for verifying that the Design Consultant is providing a written response to RFIs and CDCs in a timely manner and for processing, logging, and distributing all RFIs/CDCs. Consultant shall have seven (7)calendar days to review and upload all RFI and CDC responses to e-BuilderT'",the City's document management system. s) Schedule: Analyze the Contractor's schedule(s) (i.e. baseline(s), revised baseline(s), updates, as-built, etc.) for compliance with the contract documents. Elements including, but not limited to, completeness, logic, durations, activity, flow, milestone dates, concurrency, resource allotment, and delays shall be reviewed. Verify the schedule conforms with the construction phasing and MOT sequences, including all contract modifications. Provide a written review of the schedule identifying significant omissions, improbable or unreasonable activity durations, errors in logic, and any other concerns as detailed in the contract documents. t) Pay Requisitions: Consultant shall verify Contractor's pay requisition quantities and sign-off on all pay requisition quantities in the field.Consultant shall be responsible for reviewing with the Contractor the monthly payment requisition to confirm the status of completed and uncompleted work and stored materials.The Consultant shall advise the City of quantities being approved for subsequent concurrence for payment purposes. The review of payment requisitions shall not exceed seven (7) calendar days, and only be approved by the City. u) Equipment Tests and Systems Start-up: Consultant shall be responsible for coordinating various tests for quality control on the projects;verifying that equipment tests and systems start- up are conducted in the presence of appropriate personnel; and that the Contractor is maintaining adequate records thereof. Consultant shall observe, record, and report appropriate details relative to the test procedures and start-up. v) Record Drawings: Consultant shall monitor that record drawing mark-ups are properly maintained by the Contractor. The Consultant shall review the record drawing mark-ups as deemed necessary by the City.Contractor's failure to maintain the record drawings in up-to-date condition may be deemed grounds for withholding Contractor's monthly payment requisitions until the record drawings are brought up to date. The Consultant shall notify the City if it considers the mark-up documents insufficient. The City shall make the final determination of payment withholding. w) Safety: Consultants shall be expected to recognize a hazard that any reasonable non-safety professional might be expected to recognize. In addition,those safety obligations extend only to recognizable hazards that the Consultant may note while in the normal conduct of onsite business. If a situation presents itself,the following procedures should be followed: 39 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No. 22-168-05 • Immediately direct personnel to remove themselves from the apparent danger. • Notify the Contractor's superintendent of the apparent condition that caused the concern and that the affected personnel was directed to remove themselves accordingly. • Notify the Contractor of the situation that arises concern, both in writing and verbally. • Issue a written Notice of Noncompliance stating that the Contractor should take immediate action as it deems necessary to correct the deficiency/condition. • Write a full report in the Daily Report on'the condition found to be unsafe, all actions taken, and correspondence written, including times and names. • Take photographs of the concern. • If the Contractor does not make corrections,the Consultant should notify the City. • The Consultant shall review the situation with the City for further direction. • The condition and all conversations and correspondence shall be recorded in the Consultant's Daily Report. • In the case of a construction-related accident,Consultant shall notify the City of the accident. Consultant shall direct the Contractor to prepare an accident report with a copy forwarded to the City. x) Quality Control: The Consultant shall review and monitor the Contractor's adherence to an acceptable quality control program submitted by the Contractor,prior to the issuance of the second Notice-to-Proceed by the City. This program shall describe the Contractor's quality control, organizational procedures, documentation controls, and processes for each phase of the work. Quality control during construction shall be the Contractor's responsibility; however, oversight and ensuring the Contractor complies with applicable jurisdictional construction standards shall be enforced on the City's behalf by the Consultant. y) Proceeding with Disputed Work: In the event that an agreement cannot be reached on a Change Order, the Contractor must carry on the work and adhere to the project schedule in accordance with the construction contract general conditions.The Consultant shall log all forced work efforts related to disputed change order on a Forced Work Daily Log Reports, which shall be signed and dated by the Consultant and the Contractor's representative at the completion of each workday.The Consultant shall forward copies of this form to the City for record purposes. z) Maintenance of Traffic (MOT): The Contractor shall provide the Consultant, City, and Design Consultant with approved copies of its MOT at the Pre-Construction Meeting for general information purposes. It shall be the Consultant's responsibility to verify compliance with the MOT in the field. aa) Contractor Request for Services: When the Contractor requires, services from the City for issues such as water main shutdowns, tie-ins to existing water mains, special regulatory inspections, etc., a request shall be made in writing by the Contractor and forwarded by the Consultant to the City, a minimum of three working days prior to when required. bb) Substantial Completion:When the Contractor considers that the Work has reached Substantial 40 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No.22-168-05 Completion, the Contractor shall notify the Consultant, who shall verify that the work has progressed to the Substantial Completion point in accordance with the Construction Documents. If the Consultant agrees, the Consultant shall contact the City to agree on a schedule for conducting a Substantial Completion "walk-through" inspection of the Work. Consultant shall attend and participate in the Substantial Completion "walk-through," perform a Substantial Completion inspection with the Contractor, Design Consultant, and the City, and prepare a master punch list that describes items remaining to be completed. This master punch list shall be attached to the certificate of Substantial Completion. cc) Final Completion and Project Closeout: When the Contractor considers that the Work has reached Final Completion, the Contractor shall notify the Consultant, who shall verify that the work has progressed to the Final Completion point in accordance with the Construction Documents. If the Consultant agrees, the Consultant shall contact the City to agree on a schedule for conducting a Final Completion "walk-through" inspection of the-Work. Consultant shall attend and participate in the Final Completion "walk-through" and perform a Final Completion inspection with the Contractor, Design Consultant, and the City. If the work is determined to be incomplete, the Consultant and other attendees shall each develop a punch list of items requiring completion or correction prior to consideration of final acceptance of each project which shall be forwarded to the Contractor by the Consultant for the Project. Consultant shall complete all necessary close-out and construction completion forms and documentation in coordination with the City for the Project.The Consultant shall work with the Design Consultant and the Contractor, as necessary, to ascertain materials required for the closeout binder, as required by the City,and review the Operation and Maintenance manuals and,As-Built Drawings for each project for completeness prior to forwarding documentation to the City. Once all parties determine the work is complete and the Contractor has delivered all close-out documentation to the City, the Consultant shall prepare a Final Certificate for Payment. The Consultant shall be responsible for providing final certifications based on the entire scope of work for the Project. dd) Consultant and Design Consultant Relationship: The services outlined herein are intended to provide support to both the City and the Design Consultant during the Project's construction phase. The Consultant shall perform the services outlined in this Agreement under the supervision and contractual directives of the Project Coordinator and shall refer all matters pertaining to this Agreement to the City. In matters relating to the design concept and constructability thereof, the Consultant shall conduct this scope of services under the technical directives issued by the Design Consultant such that the Design Consultant's FOR can provide final certification of the design components at Project Closeout. 3. Provide qualified personnel necessary to carry out its responsibilities efficiently and effectively under this Agreement. The personnel shall be qualified by experience and education. Submit in writing to the City for review and approval the names of personnel proposed for assignment to the Project, including a detailed resume for each. The City reserves the right to have Consultant's personnel removed and substituted from the Project if the employee's conduct or performance is detrimental to the Project.The City reserves the right to request periodic rotation of field personnel. 4. The Consultant shall furnish the City with a Quality Assurance (QA) Plan within 15 calendar days after the award of this agreement. The QA Plan shall detail the procedures, evaluation criteria, and instructions of the Consultant's organization for providing services pursuant to this Agreement. 41 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No.22-168-05 Significant changes to the work requirements may require the Consultant to revise the QA Plan.The consultant shall be responsible for keeping the plan current with the work requirements. The Plan shall include, but not be limited to: • Consultant's QA Organization and its functional relationship to the part of the organization performing the work under the Agreement.The authority, responsibilities, and autonomy of the QA organization shall be detailed as well as the names and qualifications of personnel in the quality control organization. • Methods used to monitor and achieve organization compliance with Agreement requirements for services and products. • Outline the types of records which shall be generated and maintained during the execution of the QA program. • Methods used to control subconsultant and vendor quality. • An officer of the Consultant firm shall certify that the inspection and documentation were done according to specifications, plans, City standards, and City procedures. • Maintain adequate records of the quality assurance actions performed by the organization (including subcontractors and vendors)in providing services and products under this Agreement. All records shall indicate the nature and number of observations made,the number and type of deficiencies found, and the corrective actions taken. 5. Provide assistance in preparing for arbitration hearings or litigation during the Agreement time in connection with the construction project covered by this Agreement. 6. Provide qualified engineering witnesses and exhibits for arbitration hearings or litigation in connection with the Agreement. 7. Provide services determined necessary for the successful completion and closure of the Construction Contract. 8. Provide Post construction claims review — The Consultant shall analyze the claim, engage in negotiations leading to settlement of the claim, and prepare and process the required documentation to close out the claim. 9. The Consultant may be asked to provide all or some construction engineering and inspection services, including inspectors, construction managers, and/or construction administration staff for City Right-of-Way construction projects. 42 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No. 22-168-05 SCHEDULE A-1 CONSULTANT SERVICE ORDER Contract# Dept. CSO# Change Order# Contractor: Project Title: By accepting this CSO,Consultant agrees to provide services pursuant to the attached proposal dated and the terms,conditions,and rates established in the above-referenced contract between the City and the Consultant.Consultant explicitly agrees that no other terms and conditions shall apply to the work regardless of whether said other terms and conditions are included herein or in any attachment to this CSO.Any deviation from the scope of work agreed to herein shall require a change order approved by the City. Estimated calendar days to complete the work: Total amount original CSO $ ----------- ----- ------------------- - ----— ---- Total amount this Amendment $ Total amount all previous Amendments $ Total Amount for Engagement $ Fee for ancillary items for this Service Order $ Account Code: For City(Name) Signature Date Reviewed by Procurement:Alex Denis Project Administrator: Dept Director: ACM: CM: For Contractor(Name) Signature Date Lead Project Admin: Notes: 43 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No.22-168-05 EXHIBIT B CONSULTANT COMPENSATION Schedule of Payments Planning Services* $ Design Services* $ Bidding and Award Services $ Construction Administration ** $ Reimbursable Allowance*** $ Note*:These services will be paid lump sum based on percentage complete of each phase as identified in the individual tasks. Note**: Construction Administration will be paid on a monthly basis upon commencement of construction. In the event that,through no fault of the Consultant, Construction Administration services are required to be extended, which extension shall be subject to prior City approval, and what shall be at the City's sole discretion, the Consultant agrees to extend said services for$ , per month, for the duration required to complete the Project. Note***:The Reimbursable Allowance belongs to the City and must be approved in writing, in advance, by the Project Administrator. Unused portions will not be paid to the Consultant. 44 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No. 22-168-05 SCHEDULE C CONSULTANT HOURLY RATE SCHEDULES POSITION TITLES HOURLY RATE PROJECT PRINCIPAL $ 196.32 PROEJCT MANAGER $ 168.27 SENIOR COST ESTIMATOR $ 117.79 COST ESTIMATOR $ 84.14 SENIOR SCHEDULER $ 112.18 SCHEDULER $ 78.53 SR. INSPECTOR $ 112.18 INSPECTOR (CEI, FIELD OR CONSTRUCTION) $ 84.14 THRESHOLD INSPECTOR $ 117.79 SENIOR CIVIL ENGINEER $ 145.84 CIVIL ENGINEER $ 123.41. SENIOR ELECTRICAL ENGINEER $ 145.84 ELECTRICAL ENGINEER $ 123.41 SENIOR MECHANICAL ENGINEER $ 145.84 MECHANICAL ENGINEER $ 123.41 . SENIOR STRUCTURAL ENGINEER • $ 145.84 STRUCTURAL SPECIAL INSPECTOR $ 123.41 CLERICAL/ADMINISTRATOR $ 44.88 RESIDENT COMPLIANCE SPECIALIST $ 90.00 For the avoidance of doubt,none of the above Consultant positions shall provide any services other than the CEI services contemplated herein. 45 DocuSign Envelope ID:F80E78F1-FDC3-4EB4-9E75-3716D611CAD4 Contract No. 22-168-05 SCHEDULE D APPROVED SUBCONSULTANTS NO SUBCONSULTANTS SUBMITTED WITH PROPOSAL • 46