The URL can be used to link to this page

Professional Services Agreement between CMB & RLA Conservation, LLC 3Zisilc- Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND RLA CONSERVATION, LLC FOR AUG 1 9 2024 ART IN PUBLIC PLACES CONSERVATION SERVICES This Professional Services Agreement ("Agreement") is entered into this day of_ 2024 ("Effective Date"), between the CITY OF MIAMI BEACH, FLORIDA, a municipal corporation organized and existing under the laws of the State of Florida, having its principal offices at 1700 Convention Center Drive, . Miami Beach, Florida, 33139 (the "City"), and RLA CONSERVATION, LLC, a Florida corporation, whose address is 852 NW 715t Street, Miami, FL 33150("Consultant"). SECTION 1 DEFINITIONS Agreement: This Agreement between the City and Consultant, including any exhibits and amendments thereto. City Manager: The chief administrative officer of the City. City Manager's Designee: The City staff member who is designated by the City Manager to administer this Agreement on behalf of the City.The City Manager's designee shall be the Tourism and Culture Department Director. Consultant: For the purposes of this Agreement, Consultant shall, be deemed to be an independent contractor, and not an agent or employee of the City. Services: All services, work and actions by the Consultant performed or undertaken pursuant to the Agreement. Fee: Amount paid to the Consultant as compensation for Services. Risk Manager: The Risk Manager of the City, with offices at 1700 Convention Center Drive, Third Floor, Miami Beach, Florida 33139; telephone number (305) 673-7000, Ext.6435; and fax number(305)673-7023. 1 Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A • SECTION 2 SCOPE OF SERVICES 2.1 In consideration of the Fee to be paid to Consultant by the City, Consultant shall provide the work and services described in Exhibit"A" hereto (the "Services"). Although Consultant may be provided with a schedule of the available hours to provide its Services,the City shall not control nor have the right to control the hours of the Services performed by the Consultant; where the Services are performed (although the City will provide Consultant with the appropriate location to perform the Services);when the Services are performed, including how many days a week the Services are performed; how the Services are performed, or any other aspect of the actual manner and means of accomplishing the Services provided. Notwithstanding the foregoing, all Services provided by the Consultant shall be performed in accordance with the terms and conditions set forth in Exhibit"A"and to the reasonable satisfaction of the City Manager. If there are any questions regarding the Services to be performed, Consultant should contact the following person: Lissette Garcia Arrogante Director, Tourism and Culture 1755 Meridian Avenue, 5th Floor Miami Beach, FL 33139 LissetteArrogante a(�.miamibeachfl.gov or(305) 673-7577 2.2 Consultant's Services, and any deliverables incident thereto, shall be completed in accordance with the timeline and/or schedule in Exhibit"A" hereto. SECTION 3 TERM The term of this Agreement ("Term") shall commence upon execution of this Agreement by all parties hereto (the Effective Date set forth on p. 1 hereof), and shall have no renewal options, to be exercised at the City Manager's sole option and discretion, by providing Consultant with written notice of same no less than thirty(30)days prior to the expiration of the initial term. Notwithstanding the Term provided herein, Consultant shall adhere to any specific timelines, schedules, dates, and/or performance milestones for completion and delivery of the Services, as same is/are set forth in the timeline and/or schedule referenced in Exhibit"A" hereto. SECTION 4 FEE 4.1 In consideration of the Services to be provided, Consultant shall be compensated on a fixed fee basis, in the amount of$48,000.00, for a total amount not to exceed $48,000.00. 4.2 The fixed fee is payable as follows: (A) 50%, in the amount of$24,000.00, within 30 days from the Effective Date; and (B) 50%, in the amount of$24,000.00, upon completion of, and acceptance of, the Services and all Deliverables (Itemized in "Exhibit A") by the City ("Final Payment"). 2 Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A 4.3 INTENTIONALLY OMITTED 4.4 INVOICING Upon receipt of an acceptable and approved invoice, payment(s) shall be made within forty-five (45) days for that portion (or those portions) of the Services satisfactorily rendered (and referenced in the particular invoice). Invoices shall include a detailed description of the Services (or portions thereof) provided, and shall be submitted to the City at the following address: Fernando Pestana, Administrative Services Manager Tourism and Culture Department 1755 Meridian Avenue, 5th Floor Miami Beach, FL 33139 fernandopestana@miamibeachfl.gov With copy to: Lissette Arrogante, Director Tourism and Culture Department 1755 Meridian Avenue, 5th Floor Miami Beach, FL 33139 Iissettearrogante@miamibeachfl.gov SECTION 5 TERMINATION 5.1 TERMINATION FOR CAUSE If the Consultant shall fail to fulfill in a timely manner, or otherwise violates, any of the covenants, agreements, or stipulations material to this Agreement, the City, through its City Manager, shall thereupon have the right to terminate this Agreement for cause. Prior to exercising its option to terminate for cause, the City shall notify the Consultant of its violation of the particular term(s) of this Agreement and shall grant Consultant ten (10) days to cure such default. If such default remains uncured after ten (10)days, the City may terminate this Agreement without further notice to Consultant. Upon termination, the City shall be fully discharged from any and all liabilities, duties, and terms arising out of, or by virtue of, this Agreement. Notwithstanding the above,the Consultant shall not be relieved of liability to the City for damages sustained by the City by any breach of the Agreement by the Consultant. The City, at its sole option and discretion, shall be entitled to bring any and all legal/equitable actions that it deems to be in its best interest in order to enforce the City's rights and remedies against Consultant. The City shall be entitled to recover all costs of such actions, including reasonable attorneys'fees. 5.2 TERMINATION FOR CONVENIENCE OF THE CITY THE CITY MAY ALSO, THROUGH ITS CITY MANAGER, AND FOR ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE AGREEMENT AT ANY TIME DURING THE TERM BY GIVING WRITTEN NOTICE TO CONSULTANT OF SUCH TERMINATION; WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT BY THE CONSULTANT OF SUCH NOTICE. ADDITIONALLY, 3 Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A IN THE EVENT OF A PUBLIC HEALTH, WELFARE OR SAFETY CONCERN, AS DETERMINED BY THE CITY MANAGER, IN THE CITY MANAGER'S SOLE DISCRETION, THE CITY MANAGER, PURSUANT TO A VERBAL OR WRITTEN NOTIFICATION TO CONSULTANT, MAY IMMEDIATELY SUSPEND THE SERVICES UNDER THIS AGREEMENT FOR A TIME CERTAIN, OR IN THE ALTERNATIVE, TERMINATE THIS AGREEMENT ON A GIVEN DATE. IF THE AGREEMENT IS TERMINATED FOR CONVENIENCE BY THE CITY, 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. 5.3 TERMINATION FOR INSOLVENCY The City also reserves the right to terminate the Agreement in the event the Consultant is placed either in voluntary or involuntary bankruptcy or makes an assignment for the benefit of creditors. In such event, the right and obligations for the parties shall be the same as provided for in Section 5.2. SECTION 6 INDEMNIFICATION AND INSURANCE REQUIREMENTS 6.1 INDEMNIFICATION Consultant agrees to indemnify, defend and hold harmless the City of Miami Beach and its officers, employees, agents, and contractors, from and against any and all actions (whether at law or in equity), claims, liabilities, losses, and expenses, including, but not limited to, attorneys' fees and costs, for personal, economic or bodily injury, wrongful death, loss of or damage to property, which may arise or be alleged to have arisen from the negligent acts, errors, omissions or other wrongful conduct of the Consultant, its officers, employees, agents, contractors, or any other person or entity acting under Consultant's control or supervision, in connection with, related to, or as a result of the Consultant's performance of the Services pursuant to this Agreement. To that extent, the Consultant shall pay all such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses, and shall pay all costs and attorneys' fees expended by the City in the defense of such claims and losses, including appeals. The Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Consultant shall in no way limit the Consultant's responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The parties agree that one percent(1%)of the total compensation to Consultant for performance of the Services under this Agreement is the specific consideration from the City to the Consultant for the Consultant's indemnity agreement. The provisions of this Section 6.1 and of this indemnification shall survive termination or expiration of this Agreement. 6.2 INSURANCE REQUIREMENTS The vendor 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 contract. 4 Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A A. Worker's Compensation Insurance for all employees of the vendor as required by Florida Statute 440, and Employer Liability Insurance for bodily injury or disease. Should the Vendor be exempt from this Statute, the Vendor and each employee shall hold the City harmless from any injury incurred during performance of the Contract. The exempt Vendor 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 $300,000 per occurrence. 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 $300,000 combined per accident for bodily injury and property damage. 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 contractor 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 contractor's insurance. 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. Waiver of Subrogation —Vendor 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. 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. Verification of Coverage — Contractor shall furnish the City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage 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 Contractor'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 MUST READ: City of Miami Beach do Exigis Insurance Compliance Services P.O. Box 947 Murrieta, CA 92564 5 Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A , Kindly submit all certificates of insurance, endorsements, exemption letters to our servicing agent, EXIGIS, at: Certificates-miamibeach(c�riskworks.com 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. SECTION 7 LITIGATION JURISDICTIONNENUE/JURY TRIAL WAIVER This Agreement shall be construed in accordance with the laws of the State of Florida. This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. By entering into this Agreement, Consultant and the 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. SECTION 8 LIMITATION OF CITY'S LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a limit on the City's 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 sum of $10,000. Consultant hereby expresses its willingness to enter into this Agreement with Consultant's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of$10,000. Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant hereby agrees that the City shall not be liable to the Consultant for damages in an amount in excess of$10,000 for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon the City's liability, as set forth in Section 768.28, Florida Statutes. SECTION 9 DUTY OF CARE/COMPLIANCE WITH APPLICABLE LAWS/PATENT RIGHTS; COPYRIGHT; AND CONFIDENTIAL FINDINGS 9.1 DUTY OF CARE With respect to the performance of the Services contemplated herein, Consultant shall exercise that degree of skill, care, efficiency and diligence normally exercised by reasonable persons and/or recognized professionals with respect to the performance of comparable work and/or services. 6 Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A 9.2 COMPLIANCE WITH APPLICABLE LAWS In its performance of the Services, Consultant shall comply with all applicable laws, ordinances, and regulations of the City, Miami-Dade County, the State of Florida, and the federal government, as applicable. 9.3 PATENT RIGHTS; COPYRIGHT; CONFIDENTIAL FINDINGS Any work product arising out of this Agreement, as well as all information specifications, processes, data and findings, are intended to be the property of the City and shall not otherwise be made public and/or disseminated by Consultant, without the prior written consent of the City Manager, excepting any information, records etc. which are required to be disclosed pursuant to Court Order and/or Florida Public Records Law. All reports, documents, articles, devices, and/or work produced in whole or in part under this Agreement are intended to be the sole and exclusive property of the City, and shall not be subject to any application for copyright or patent by or on behalf of the Consultant or its employees or sub-consultants, without the prior written consent of the City Manager. SECTION 10 GENERAL PROVISIONS 10.1 AUDIT AND INSPECTIONS Upon reasonable verbal or written notice to Consultant, and at any time during normal business hours(i.e. 9AM—5PM, Monday through Fridays,excluding nationally recognized holidays), and as often as the City Manager may, in his/her reasonable discretion and judgment, deem necessary, there shall be made available to the City Manager, and/or such representatives as the City Manager may deem to act on the City's behalf, to audit, examine, and/or inspect, any and all other documents and/or records relating to all matters covered by this Agreement. Consultant shall maintain any and all such records at its place of business at the address set forth in the "Notices" section of this Agreement. 10.2 INSPECTOR GENERAL AUDIT RIGHTS (A) 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. (B) 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 7 Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A 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. (C) 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)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. (D) 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 subcontractors 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. (E) 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: 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 ii. 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. (F) The provisions in this section shall apply to the Consultant, its officers,agents,employees, subcontractors and suppliers. The Consultant shall incorporate the provisions in this 8 Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A section in all subcontracts and all other agreements executed by the Consultant in connection with the performance of this Agreement. (G) 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. 10.3 ASSIGNMENT, TRANSFER OR SUBCONSULTING Consultant shall not subcontract, assign, or transfer all or any portion of any work and/or service under this Agreement without the prior written consent of the City Manager, which consent, if given at all, shall be in the Manager's sole judgment and discretion. Neither this Agreement, nor any term or provision hereof, or right hereunder, shall be assignable unless as approved pursuant to this section, and any attempt to make such assignment(unless approved)shall be void. 10.4 PUBLIC ENTITY CRIMES Prior to commencement of the Services, the Consultant shall file a State of Florida Form PUR 7068, Sworn Statement under Section 287.133(3)(a) Florida Statute on Public Entity Crimes with the City's Procurement Division. 10.5 NO DISCRIMINATION In connection with the performance of the Services, the Consultant shall not exclude from participation in, deny the benefits of, or subject to discrimination anyone on the grounds of race, color, national origin, sex, age, disability, religion, income or family status. Additionally, Consultant shall comply fully with the City of Miami Beach Human Rights Ordinance, codified in Chapter 62 of the City Code, as may be amended from time to time, prohibiting discrimination in employment, housing, public accommodations, and public services on account of actual or perceived race, color, national origin, religion, sex, intersexuality, gender identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight, domestic partner status, labor organization membership, familial situation, or political affiliation. 10.6 CONFLICT OF INTEREST Consultant herein agrees to adhere to and be governed by all applicable Miami-Dade County Conflict of Interest Ordinances and Ethics provisions, as set forth in the Miami-Dade County Code, as may be amended from time to time; and by the City of Miami Beach Charter and Code, as may be amended from time to time; both of which are incorporated by reference as if fully set forth herein. Consultant covenants that it presently has no interest and shall not acquire any interest, directly or indirectly, which could conflict in any manner or degree with the performance of the Services. Consultant further covenants that in the performance of this Agreement, Consultant shall not employ any person having any such interest. No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefits arising therefrom. • 9 Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A 10.7 CONSULTANT'S COMPLIANCE WITH FLORIDA PUBLIC RECORDS LAW (A) Consultant shall comply with Florida Public Records law under Chapter 119, Florida Statutes, as may be amended from time to time. (B) 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. (C) Pursuant to Section 119.0701 of the Florida Statutes, if the Consultant meets the definition of"Contractor" as defined in Section 119.0701(1)(a), the Consultant shall: (1) Keep and maintain public records required by the City to perform the service; (2) 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; (3) 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; (4) 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. (D) REQUEST FOR RECORDS; NONCOMPLIANCE. (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. (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. (3) A Consultant who fails to provide the public records to the City within a reasonable time may be subject to penalties under s. 119.10. (E) CIVIL ACTION. (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 10 Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A 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. (2) A notice complies with subparagraph (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 mail,with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. (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. (F) 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: RAFAELGRANADOaM IAM IB EACH FL.GOV PHONE: 305-673-7411 10.8 FORCE MAJEURE (A) A "Force Majeure" event is an event that (i) in fact causes a delay in the performance of the Consultant 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. (B) If the City or Consultant'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 11 Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A 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. (C) 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. (D) 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. (E) 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. 10.9 E-VERIFY (A) 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 12 Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A 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. (B) TERMINATION RIGHTS. (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. (2) If the City has a good faith belief that a subconsultant has knowingly violated the foregoing Subsection 10.9(A), 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. (3) A contract terminated under the foregoing Subsection (B)(1) or (B)(2) is not in breach of contract and may not be considered as such. (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 (B)(1) or (B)(2) no later than 20 calendar days after the date on which the contract was terminated. (5) If the City terminates the Agreement with Consultant under the foregoing Subsection (B)(1), Consultant may not be awarded a public contract for at least 1 year after the date of termination of this Agreement. (6) Consultant is liable for any additional costs incurred by the City as a result of the termination of this Agreement under this Section 10.9. SECTION 11 NOTICES All notices and communications in writing required or permitted hereunder, shall be delivered personally to the representatives of the Consultant and the City listed below or may be mailed by U.S. Certified Mail, return receipt requested, postage prepaid, or by a nationally recognized overnight delivery service. Until changed by notice, in writing, all such notices and communications shall be addressed as follows: TO CONSULTANT: RLA Conservation,LLC 852 NW 71st Street Miami, FL 33150305-877-3509 Email: miamimanager@rosalowinger.com TO CITY: Lissette Garcia Arrogante, Director Tourism and Culture Department 1755 Meridian Avenue, 5th Floor Miami Beach, FL 33139 Notice may also be provided to any other address designated by the party to receive notice if such alternate address is provided via U.S. certified mail, return receipt requested, hand delivered, or by overnight delivery. In the event an alternate notice address is properly provided,notice shall be sent 13 Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A to such alternate address in addition to any other address which notice would otherwise be sent, unless other delivery instruction as specifically provided for by the party entitled to notice. Notice shall be deemed given on the date of an acknowledged receipt, or, in all other cases, on the date of receipt or refusal. SECTION 12 MISCELLANEOUS PROVISIONS 12.1 CHANGES AND ADDITIONS This Agreement cannot be modified or amended without the express written consent of the parties. No modification, amendment, or alteration of the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. 12.2 SEVERABILITY If any term or provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall not be affected and every other term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. 12.3 WAIVER OF BREACH A party's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A party's waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement. 12.4 JOINT PREPARATION The parties hereto acknowledge that they have sought and received whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been a joint effort of the parties,the language has been agreed to by parties to express their mutual intent and the resulting document shall not,solely as a matter of judicial construction, be construed more severely against one of the parties than the other. 12.5 ENTIRETY OF AGREEMENT The City and Consultant agree that this is the entire agreement between the parties. This Agreement supersedes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein, and there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Title and paragraph headings are for convenient reference and are not intended to confer any rights or obligations upon the parties to this Agreement. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] 14 Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A _ • IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their appropriate officials, as of the date first entered above. FOR CITY: CITY OF MIAMI BEACH, FLORIDA ATTEST: By: City Clerk 0.yranagei- Date: AUG 1 9 2024 '111CORtiORMEDI A FOR CONSULTANT: RIA CONSERVATION,MC ATTEST': • ' • By: )1 Nelson Hallonquist, Dir. of Operations ayt vt u\--, Print Name and Title Print Name and Title Date: August 9, 2024 APPROVED AS TO FORM&LANGUAGE &FOR EXECUTION. 2t-)Ar;l*k VOI-v1(20 pfity Attorney D5,.11.' Date N • 1:5 • Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A Exhibit A- Scope of Services and Fees ARTWORK/PROJECT: Tobias Rehberger, Eloquent South Pointe Park Pier Gate DESCRIPTION: The artwork in question is a painted singular aluminum gate that is installed at the entrance to the pier at South Pointe Park in Miami Beach. The gate is fabricated entirely of painted aluminum. The proper left rectangular wing is a lime green color with rods in multiple colors. The proper right rectangular wing is fuchsia, with rods in multiple colors. The gate has two doors that open in the center, toward the ocean side of the pier, and lock in place at the base when it is open. The doorframe is painted white, the visual right door is painted purple, and the visual left door is painted black with the rods in multiple colors, painted in an angular geometric pattern. On the top visual right of the gate is a cartoon-like talk bubble, with the words "South Pointe Park Pier". The bubble and the rods inside of it are painted black, while the text is painted purple. The gate is installed at the entrance to the South Pointe Park Pier. It is in extremely close proximity to the ocean with constant exposure to saline air, salt overspray, and blowing sand. It is also in full sunlight for the entire day, resulting in high levels of UV exposure in addition to regular high wind exposure. It is regularly interacted with by the public. The current paint stack is as follows: • Clear Coating: Axalta (previously Dupont) Imron®EZ-3460STM • Paint: Axalta Imron® MS600TM Polyurethane Topcoat, a single-stage marine- grade paint system designed for marine applications. • Primer: Axalta Corlar®2.1 ST, Satin high solids 2-part epoxy. CONDITION: Structurally, the gate is in fair condition. There is a significant amount of corrosion that could require welding once the current mineral deposits and coatings are removed. The current paint layer is failing in the form of flaking, bubbling, and fading. The current paint layer is not well adhered and will need to be completely removed. Heavy accumulations of mineral deposits were observed, particularly in the crevices of the gate. The sculpture is heavily soiled throughout. TREATMENT OBJECTIVE: To completely remove failing paint layer, remove corrosion, repair as needed, and repaint with a paint system approved by the artist and appropriate for the South Florida marine environment. PROPOSED TREATMENT: Phase I: 1. Coordinate with artist's studio to produce paint samples and mockups that are approved for installation. It should be determined whether the artist would be amenable to switching the paint system out to a more durable system such as TNEMEC®. Phase II: 2. Document the treatment with high-resolution digital photographs. A Dropbox link with all treatment images will be provided as well as recommendations for ongoing routine maintenance. 3. Dismantle the gate and transport to RLA's designated industrial painting partner studio (Art's Works Unlimited, Inc.). a. RLA Conservation, LLC to supervise the dismantling of the gate. 16 Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A b. This will likely require making at least three (3) cuts in the frame in order to deinstall the gates. These cuts will be sleeved with hidden structural inner sleeves when they are reinstalled. c. Removal of the gate will require the use of a telehandler and other heavy machinery. The entrance to the pier will need to be closed to the public for approximately 1 day from 8:00 AM-3:00 PM while the deinstallation takes place. City of Miami Beach to assist RLA Conservation, LLC with coordinating with appropriate City staff so that appropriate barriers are put into place to prevent the public from coming in close proximity to the job site. This will also need to be done for the reinstallation which is also estimated to take 1 day. d. The installation of a temporary gate, which is to be used while the work is deinstalled for treatment, is NOT included. If this is needed for public safety and/or security, the City of Miami Beach is to provide and coordinate. 4. Remove existing coatings and corrosion. This will be done by sandblasting using a media that is appropriate for an aluminum substrate. a. Prior to coating removal, ensure that locations of each color placement are well documented for replication. 5. Degrease all surfaces to remove extant dust and/or debris. 6. Add internal structural sleeves on the three (3)areas that were cut during deinstallation. 7. Apply an industrial marine-grade primer immediately upon completion of blasting. 8. Apply the appropriately colored paint layers to each element. Allow to cure completely before reinstallation. Cure time is to be confirmed with the paint manufacturer. 9. If specified,apply an appropriate clear coat.Allow to cure completely before reinstallation. Cure time is to be confirmed with the paint manufacturer. 10. Reinstall the gate onsite. a. RLA Conservation, LLC to supervise the reinstallation of the gate. b. Reinstallation of the gate will require the use of a telehandler and other heavy machinery. The entrance to the pier will need to be closed to the public for approximately 1 day from 8:00 AM-3:00 PM while the deinstallation takes place. City of Miami Beach to assist RLA Conservation,LLC with coordinating with appropriate City staff so that appropriate barriers are put into place to prevent the public from coming in close proximity to the job site. 11.Wash the surface and apply paste wax over the cured paint. a. Allow to dry and buff using soft microfiber cloths. 12. Prepare a report detailing the methods and means used in this treatment. Maintenance recommendations and associated costs will be included as part of this report. It is highly recommended that a routine maintenance program be put into place following the treatment of this artwork per the artist's and RLA Conservation, LLC's recommendations. This includes 2x/year washing and waxing in addition to weekly rinsing. ESTIMATED TIMELINE: Offsite treatment is estimated to take approximately three to four (3-4) weeks. ESTIMATED COSTS: The following costs are inclusive of labor, equipment, documentation, and travel to/from the site, when deemed necessary. A temporary gate while the work is deinstalled is NOT included in this proposal. RLA Conservation, LLC reserves the right to amend this proposal should there be any unexpected conditions or expanded scope. RLA Conservation, LLC will immediately notify the client of any proposed change of scope and any associated costs. Any scope not expressly outlined above is excluded. 17 Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A FEES In consideration of the Services to be provided, Consultant shall be compensated on a fixed fee basis, in the amount of$48,000.00, for a total amount not to exceed $48,000.00. Payment #1 — Twenty-Four Thousand Dollars and No Cents ($24,000.00). To be paid upon execution of Agreement. Payment #2 - Twenty-Four Thousand Dollars and No Cents ($24,000.00). To be paid upon completion of activities, as outlined in the Agreement, and described above. 18 Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A Ammo. CERTIFICATE OF LIABILITY INSURANCE DATEH/2o24m THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: • Arthur J.Gallagher Risk Management Services, LLC PHONE FAX No):818-539 2301 500 N Brand Boulevard,Suite 100 lac.No.Est):818-539-2300 Glendale CA 91203 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# License#:BR-724491 INSURER A:Evanston Insurance Company 35378 INSURED RLACONS-01 INSURER B:Hartford Accident and Indemnity Company 22357 RLA Conservation, LLC DBA Rosa Lowinger&Associates, Inc 5418 Packard St INSURER c:Insurance Company of the West 27847 Los Angeles CA 90019 INSURER D:Great American Security Insurance Co 31135 INSURER E:Scottsdale Insurance Company 41297 INSURER F: COVERAGES CERTIFICATE NUMBER:373334955 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADM SUBR POLICY EFF POLICY EXPIY LIMITS LTR INSD WVD POLICY NUMBER (MMIDD/YYYY) (MM/DDYYY) A X COMMERCIAL GENERAL LIABILITY Y Y 2AA402478 3/22/2024 3/8/2025 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $100,000 MED EXP(Any one person) $5,000 PERSONAL 8 ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X jE o- X_ LOC PRODUCTS-COMP/OP AGG $ OTHER: $ B AUTOMOBILE LIABILITY Y 72UECCG8171SC 3/8/2024 3/8/2025 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ - OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ _ AUTOS ONLY _ AUTOS ONLY (Per accident) A UMBRELLA LIAB X OCCUR EZXS3108905 3/22/2024 3/8/2025 EACH OCCURRENCE $4,000,000 X- EXCESS UAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ C WORKERS COMPENSATION WVE507021101 3/8/2024 3/8/2025 X STATUTE ERH AND EMPLOYERS'LIABILITY Y/N ANIPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? NIA (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under _ -- _ - DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D Professional Liability/Property ARTE8946870100 9/12/2023 9/12/2024 Agg Any One Loss 2,000,000 E Leased or Rented Equipment CPS7750291 3/9/2024 3/9/2025 Limit/Deductible 645,000/$1,000 DESCRIPTION OF OPERATIONS!LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) "Evanston Insurance Policy excludes Completed Products,and the Fine Arts Conservator Policy with Great American picks up the coverage. City of Miami Beach is named additional insured on General Liability&Auto Liability with respect to the operations of the named insured.Waiver of Subrogation on General Liability applies in favor of certificate holder.Written notice shall be provided at least ten(10)days in advance of cancellation for non-payment of premium and thirty(30)days in advance for any other cancellation or policy change. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Miami Beach ACCORDANCE WITH THE POLICY PROVISIONS. do Exigis Insurance Compliance Services P.O.Box 947 AUTHORIZED REPRESENTATIVE Murrieta CA 92564 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A 24/25 Policy#72UECCG8171SC COMMERCIAL AUTOMOBILE HA 99 16 03 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form,the provisions of this endorsement apply. 1. BROAD FORM INSURED d. Any "employee" of yours while using a A. Subsidiaries and Newly Acquired or covered "auto" you don't own, hire or Formed Organizations borrow in your business or your The Named Insured shown in the personal affairs. Declarations is amended to include: C. Lessors as Insureds (1) Any legal business entity other than a Paragraph A.1. -WHO IS AN INSURED -of partnership or joint venture,formed as a Section II - Liability Coverage is amended to subsidiary in which you have an add: ownership interest of more than 50% on e. The lessor of a covered "auto"while the the effective date of the Coverage Form. "auto" is leased to you under a written However, the Named Insured does not agreement if: include any subsidiary that is an (1) The agreement requires you to "insured" under any other automobile policy or would be an "insured" under provide direct primary insurance for such a policy but for its termination or the lessor and the exhaustion of its Limit of Insurance. (2) The"auto"is leased without a driver. (2) Any organization that is acquired or Such a leased "auto" will be considered a formed by you and over which you covered "auto" you own and not a covered maintain majority ownership. However, "auto"you hire. the Named Insured does not include any D. Additional Insured if Required by Contract newly formed or acquired organization: That is a partnershiporjoint (1) Paragraph A.1. -WHO IS AN INSURED (a) - of Section II - Liability Coverage is venture, amended to add: (b) That is an "insured" under any other f. When you have agreed, in a written policy, contract or written agreement,that a (c) That has exhausted its Limit of person or organization be added as Insurance under any other policy,or an additional insured on your (d) 180 days or more after its business auto policy, such person or acquisition or formation by you, organization is an"insured",but only unless you have given us notice of to the extent such person or the acquisition or formation. organization is liable for "bodily Coverage does not apply to "bodily injury" or"property damage" caused injury" or"property damage"that results by the conduct of an"insured"under from an "accident" that occurred before paragraphs a. or b. of Who Is An you formed or acquired the organization. Insured with regard to the B. Employees as Insureds ownership, maintenance or use of a covered"auto." Paragraph A.1. -WHO IS AN INSURED -of SECTION II - LIABILITY COVERAGE is amended to add: ©2011,The Hartford(Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc.,with its permission.) Page 1 of 5 Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A The insurance afforded to any such E. Primary and Non-Contributory if additional insured applies only if the Required by Contract "bodily injury" or "property damage" Only with respect to insurance provided to occurs: an additional insured in 1.D. - Additional (1) During the policy period,and Insured If Required by Contract, the (2) Subsequent to the execution of such following provisions apply: written contract, and (3) Primary Insurance When Required By (3) Prior to the expiration of the period Contract of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be (2) How Limits Apply primary. If other insurance is also primary, we will share with all that other If you have agreed in a written contract insurance by the method described in or written agreement that another Other Insurance 5.d. person or organization be added as an additional insured on your policy, the (4) Primary And Non-Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: If you have agreed in a written contract (a) The limits of insurance specified in or written agreement that this insurance the written contract or written is primary and non-contributory with the agreement;or additional insured's own insurance, this (b) The Limits of Insurance shown in insurance is primary and we will not seek contribution from that other the Declarations. insurance. Such amount shall be a part of and not Paragraphs(3)and (4) do not apply to other in addition to Limits of Insurance shown insurance to which the additional insured in the Declarations and described in this has been added as an additional insured. Section. When this insurance is excess, we will have no (3) Additional Insureds Other Insurance duty to defend the insured against any "suit" if If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other insurer • by other insurance available to an defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or"suit" those other insurers. to the other insurer for defense and When this insurance is excess over other indemnity. insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of: written contract or written agreement (1) The total amount that all such other that this insurance is primary and non- insurance would pay for the loss in the contributory with the additional insured's absence of this insurance;and own insurance. (2) The total of all deductible and self-insured (4) Duties in The Event Of Accident, Claim, amounts under all that other insurance. Suit or Loss If you have agreed in a written contract We will share the remaining loss, if any, by the method described in Other Insurance 5.d. or written agreement that another person or organization be added as an 2. AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an"auto"you hire. CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM , SUIT by adding the following: OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. ©2011,The Hartford(Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc.,with its permission.) Page 2 of 5 Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A I - If an "employee's" personal insurance also 5. PHYSICAL DAMAGE - ADDITIONAL applies on an excess basis to a covered "auto" TEMPORARY TRANSPORTATION EXPENSE hired or rented by your "employee" on your COVERAGE behalf and at your direction, this insurance will Paragraph A.4.a. of SECTION III - PHYSICAL be primary to the "employee's" personal DAMAGE COVERAGE is amended to provide a insurance. limit of $50 per day and a maximum limit of 3. AMENDED FELLOW EMPLOYEE EXCLUSION $1,000. EXCLUSION 5. - FELLOW EMPLOYEE - of 6. LOAN/LEASE GAP COVERAGE SECTION II - LIABILITY COVERAGE does not Under SECTION III - PHYSICAL DAMAGE apply if you have workers' compensation COVERAGE, in the event of a total "loss" to a insurance in-force covering all of your covered "auto", we will pay your additional legal "employees". obligation for any difference between the actual Coverage is excess over any other collectible cash value of the "auto" at the time of the "loss" insurance. and the"outstanding balance"of the loan/lease. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE "Outstanding balance" means the amount you If hired "autos" are covered "autos" for Liability owe on the loan/lease at the time of"loss" less Coverage and if Comprehensive, Specified any amounts representing taxes; overdue Causes of Loss, or Collision coverages are payments; penalties, interest or charges provided under this Coverage Form for any resulting from overdue payments; additional "auto" you own, then the Physical Damage mileage charges; excess wear and tear charges; Coverages provided are extended to"autos"you lease termination fees; security deposits not hire or borrow,subject to the following limit. returned by the lessor; costs for extended The most we will pay for "loss" to any hired warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or "auto"is: lease; and carry-over balances from previous (1) $100,000; loans or leases. (2) The actual cash value of the damaged or 7. AIRBAG COVERAGE stolen property at the time of the"loss";or Under Paragraph B. EXCLUSIONS - of (3) The cost of repairing or replacing the SECTION III - PHYSICAL DAMAGE damaged or stolen property, COVERAGE,the following is added: whichever is smallest, minus a deductible. The The exclusion relating to mechanical breakdown deductible will be equal to the largest deductible does not apply to the accidental discharge of an applicable to any owned "auto" for that airbag. coverage. No deductible applies to"loss"caused 8. ELECTRONIC EQUIPMENT - BROADENED by fire or lightning. Hired Auto Physical Damage COVERAGE coverage is excess over any other collectible insurance. Subject to the above limit, deductible a. The exceptions to Paragraphs B.4 - and excess provisions, we will provide coverage EXCLUSIONS -of SECTION III - PHYSICAL equal to the broadest coverage applicable to any DAMAGE COVERAGE are replaced by the covered"auto"you own. following: We will also cover loss of use of the hired "auto" Exclusions 4.c. and 4.d. do not apply to if it results from an "accident", you are legally equipment designed to be operated solely liable and the lessor incurs an actual financial by use of the power from the "auto's" loss, subject to a maximum of $1000 per electrical system that, at the time of"loss", "accident". is: This extension of coverage does not apply to (1) Permanently installed in or upon any "auto" you hire or borrow from any of your the covered"auto' "employees", partners (if you are a partnership), (2) Removable from a housing unit members (if you are a limited liability company), which is permanently installed in or members of their households. or upon the covered"auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs(1)and (2)above; or ©2011,The Hartford(Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc.,with its permission.) Page 3 of 5 Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A (4) Necessary for the normal If another Hartford Financial Services Group, operation of the covered"auto"or Inc. company policy or coverage form that is not the monitoring of the covered an automobile policy or coverage form applies to "auto's"operating system. the same"accident",the following applies: b.Section III — Version CA 00 01 03 10 of the (1) If the deductible under this Business Auto Business Auto Coverage Form, Physical Coverage Form is the smaller (or smallest) Damage Coverage, Limit of Insurance, deductible, it will be waived; Paragraph C.2 and Version CA 00 01 10 01 of (2) If the deductible under this Business Auto the Business Auto Coverage Form, Physical Coverage Form is not the smaller (or Damage Coverage, Limit of Insurance, smallest) deductible, it will be reduced by Paragraph C are each amended to add the the amount of the smaller (or smallest) following: deductible. $1,500 is the most we will pay for"loss" in 12. AMENDED DUTIES IN THE EVENT OF any one "accident" to all electronic ACCIDENT,CLAIM, SUIT OR LOSS equipment(other than equipment designed solely for the reproduction of sound, and The requirement in LOSS CONDITIONS 2.a. - accessories used with such equipment) DUTIES IN THE EVENT OF ACCIDENT,CLAIM, that reproduces, receives or transmits SUIT OR LOSS - of SECTION IV - BUSINESS audio, visual or data si nals which, at the AUTO CONDITIONS that you must notify us of time of"loss", is: gan "accident"applies only when the"accident" is • known to: (1) Permanently installed in or upon the covered "auto" in a housing, (1) You, if you are an individual; opening or other location that is not (2) A partner, if you are a partnership; normally used by the "auto" (3) A member,, if you are a limited liability manufacturer for the installation of company;or such equipment; (4) An executive officer or insurance manager, if (2) Removable from a permanently you are a corporation. installed housing unit as described 13. UNINTENTIONAL FAILURE TO DISCLOSE in Paragraph 2.a. above or is an HAZARDS integral part of that equipment;or (3)An integral part of such equipment. If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we c.For each covered "auto", should loss be limited will not deny coverage under this Coverage to electronic equipment only, our obligation to Form because of such failure. pay for, repair, return or replace damaged or 14. HIRED AUTO-COVERAGE TERRITORY stolen electronic equipment will be reduced by the applicable deductible shown in the Paragraph e. of GENERAL CONDITIONS 7. - Declarations, or $250, whichever deductible is POLICY PERIOD, COVERAGE TERRITORY - less. of SECTION IV - BUSINESS AUTO 9. EXTRA EXPENSE - BROADENED CONDITIONS is replaced by the following: COVERAGE e. For short-term hired "autos", the coverage Under Paragraph A. -COVERAGE-of SECTION territory with respect to Liability Coverage is III - PHYSICAL DAMAGE COVERAGE, we will anywhere in the world provided that if the "insured's" responsibility to pay damages for pay for the expense of returning a stolen covered "bodily injury" or "property damage" is "auto"to you. determined in a"suit,"the"suit"is brought in 10. GLASS REPAIR-WAIVER OF DEDUCTIBLE the United States of America, the territories Under Paragraph D.-DEDUCTIBLE-of SECTION and possessions of the United States of III - PHYSICAL DAMAGE COVERAGE, the America, Puerto Rico or Canada or in a following is added: settlement we agree to. No deductible applies to glass damage if the 15. WAIVER OF SUBROGATION glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY 11. TWO OR MORE DEDUCTIBLES AGAINST OTHERS TO US - of SECTION IV - Under Paragraph D.-DEDUCTIBLE-of SECTION BUSINESS AUTO CONDITIONS is amended by III - PHYSICAL DAMAGE COVERAGE, the adding the following: following is added: ©2011,The Hartford(Includes copyrighted material Form HA 9916 0312 of ISO Properties, Inc.,with its permission.) Page 4 of 5 Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A We waive any right of recovery we may have c.Regardless of the number of autos deemed a against any person or organization with whom total loss, the most we will pay under this you have a written contract that requires such Hybrid, Electric, or Natural Gas Vehicle waiver because of payments we make for Payment Coverage provision for any one damages under this Coverage Form. "loss"is$10,000. 16. RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of "bodily injury" in SECTION V- a.A "non-hybrid" auto is defined as an auto that DEFINITIONS is replaced by the following: uses only an internal combustion engine to "Bodily injury" means bodily injury, sickness or move the auto but does not include autos disease sustained by any person, including powered solely by electricity or natural gas. mental anguish or death resulting from any of b.A "hybrid" auto is defined as an auto with an these. internal combustion engine and one or more 17. EXTENDED CANCELLATION CONDITION electric motors; and that uses the internal Paragraph 2. of the COMMON POLICY combustion engine and one or more electric motors to move the auto, or the internal CONDITIONS - CANCELLATION - applies N as follows: combustion engine to charge one or more excelectric motors,which move the auto. If we cancel for any reason other than 19. VEHICLE WRAP COVERAGE nonpayment of premium, we will mail or deliver to the first Named Insured written notice of In the event of a total loss to an "auto"for which cancellation at least 60 days before the effective Comprehensive, Specified Causes of Loss, or date of cancellation. Collision coverages are provided under this 18. HYBRID, ELECTRIC, OR NATURAL GAS Coverage Form, then such Physical Damage VEHICLE PAYMENT COVERAGE Coverages are amended to add the following: In addition to the actual cash value of the "auto", In the event of a total loss to a "non-hybrid" auto we will pay up to $1,000 for vinyl vehicle wraps for which Comprehensive, Specified Causes of which are displayed on the covered "auto" at the Loss, or Collision coverages are provided under time of total loss. Regardless of the number of this Coverage Form, then such Physical autos deemed a total loss, the most we will pay Damage Coverages are amended as follows: under this'Vehicle Wrap Coverage provision for a.If the auto is replaced with a "hybrid" auto or any one "loss" is $5,000. For purposes of this an auto powered solely by electricity or natural coverage provision, signs or other graphics gas, we will pay an additional 10%, to a painted or magnetically affixed to the vehicle are maximum of$2,500, of the "non-hybrid"auto's not considered vehicle wraps. actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of"loss," • ©2011,The Hartford(Includes copyrighted material Form HA 9916 03 12 of ISO Properties, Inc.,with its permission.) Page 5 of 5 Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A 24/25 POLICY NUMBER 2AA402478 COMMERCIAL GENERAL LIABILITY CG 20 01 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2) You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the This insurance is primary to and will not seek additional insured. contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance;and • CG 20 01 0413 ©Insurance Services Office, Inc., 2012 Page 1 of 1 Docusign Envelope ID E26956B0-030E-4436-A061-9A0D999D3B2A COMMERCIAL GENERAL LIABILITY 111 24/25 POLICY NUMBER:2AA402478 MARKEL EVANSTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name Of Person Or Organization: Any person(s)or organization(s) with whom the Named Insured agrees, in a written contract executed prior to the "occurrence", to waive rights of recovery Additional Premium: $ Induded The following is added to Condition 8. Transfer Of Rights Of Recovery Against Others To Us under Section IV — Commercial General Liability Conditions. We waive any right of recovery we may have against any person or organization shown in the Schedule of this endorsement. This waiver applies only to the person or organization shown in the Schedule of this endorsement. All other terms and conditions remain unchanged. MEGL 0241-01 05 16 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1 with its permission. Docusign Envelope ID: E26956B0-030E-4436-A061-9A0D999D3B2A COMMERCIAL GENERAL LIABILITY 11111 24/25 POLICY NUMBER: 2AA402478 MARKED EVANSTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM LIQUOR LIABILITY COVERAGE FORM OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE FORM PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE FORM SCHEDULE Additional Premium: $Included (Check box if fully earned X) Please refer to each Coverage Form to determine which terms are defined. Words shown in quotations on this endorsement may or may not be defined in all Coverage Forms. A. Who Is An Insured is amended to include as an additional insured any person or entity to whom you are required by valid written contract or agreement to provide such coverage, but only with respect to"bodily injury","property damage" (including"bodily injury"and"property damage"included in the"products-completed operations hazard"),and"personal and advertising injury" caused, in whole or in part, by the negligent acts or omissions of the Named Insured and only with respect to any coverage not otherwise excluded in the policy. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. The insurance afforded to such additional insured will not be broader than that which you are required by the valid written contract or agreement to provide for such additional insured. Our agreement to accept an additional insured provision in a valid written contract or agreement is not an acceptance of any other provisions of such contract or agreement or the contract or agreement in total. When coverage does not apply for the Named Insured, no coverage or defense will apply for the additional insured. No coverage applies to such additional insured for injury or damage of any type to any"employee"of the Named Insured or to any obligation of the additional insured to indemnify another because of damages arising out of such injury or damage. B. With respect to the insurance afforded to these additional insured, the following is added to limits of insurance: The most we will pay on behalf of the additional insured is the amount of insurance. 1. Required by the valid written contract or agreement; or 2. Available under the applicable limits of insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable limits of insurance shown in the Declarations. All other terms and conditions remain unchanged. MEGL 0009-01 09 18 Includes copyrighted material of Insurance Services Office, Inc., Page 1 of 1 with its permission. Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A M I AM I BEACH Contract/Document Routing Form Professional Services Agreement—RLA Conservation,LLC—South Pointe Park Pier Gate 7211:111.111111.1"------"Imill.1111111WPRIIIIMPIMI Contractor , „r _ -� RLA Conservation,LLC Tourism and Culture Department '''f'."--*'ment MI&Name Signat re : Date leirName 'r' "e. t Lissette Garcia Arrogante�C', Rickelle Williams i j'• 'J •-- ' i cii ai Type 1-Contract,amendment,change order,or task order resulting from a procurement-issued competitive solicitation. x Type 2-Any other contract,amendment,change order,or task order that does not result from a procurement-issued competitive solicitation. Type 3-Independent Contractor Agreement(ICA) Type 6-Tenant Agreement Type 4-Grant agreements with the City as the recipient Type 7-Inter-governmental agency agreement Type 5-Grant agreements with the City as the grantor Type 8-Other: Professional Services Agreement for professional conservation services of the South Pointe Park Pier Gate with RLA Conservation,LLC. This agreement is funded from the Professional Services budget allocation in the Art in Public Places Fund. " • Olaf term ' '. enewat Pe—.". ' of erm(Original+Renewals) One(1)Time N/A One(1)Time "Tr- Grant Funded: I. Yes No State M Federal Other: > . Cost&Funding Source . ,. ., . . __.. . . .... . .. • • - ccount Require En 1 $48,000 147-6150-000312-25-406-555-00-00-00-Fc.a Yes X No 2 Yes No 3 Yes No 4 Yes No 1.For contracts longer than five years,contact the Procurement Department.2.Attach any supporting explanation needed.3.Budget approval indicates approval for the current fiscal year only. Future years are subject to City Commission approval of the annual adopted operating budget. Authority to Sign City Commission Approved: Yes No Resolution No.: _ CC Agenda Item No.: CC Meeting Date: X 2023-32785 R7 B September 28,2023 If no,explain why CC approval is not required: Legal Form Approved: Yes No If no,explain below why form approval is not necessary: Compliance Approvals Procurement: Grants: Budget: Tameka Otto Stewart Information Technology: rtn Risk Management: Marc Chevalier �> Fleet&Facilities: EC Human Resources: Other: Docusign Envelope ID:E26956B0-030E-4436-A061-9A0D999D3B2A Instructions for Completing&Routing Contract Coversheet 1. Every field must be completed.If the requested information is not applicable,enter N/A. 2. Prior to routing a document, it is advisable to confirm the authority to sign, funding/account information, risk management compliance,and controlled purchases(IT or Fleet/Facilities)with the appropriate department. 3. Attach all supporting documentation(e.g.,resolutions,commission memorandums,etc.)when routing. 4. When creating the workflow in DocuSign, in addition to the department head and applicable assistant/deputy city manager, make sure the individuals (or designees) indicated in the Required Compliance Approvals section below are included in the approval path. Note that compliance approvers must approve prior to the ACM. 5. The City Manager does not need to sign the coversheet. 6. If you have any questions,contact the Procurement Department. Required Compliance Approvals When routing documents for approval by the city manager,in addition to the department head and applicable city manager, make sure the following individuals(or designees)are included in the approval path,depending on each contract type. Type 1—Contract,amendment,or task order for the purchase of goods or services resulting from a competitive solicitation. • Chief Procurement Officer • Office of Management&Budget Director,plus"department assigned" Budget Analyst • Grants Management Division Director—if the purchase is grant-funded. • Controlled purchases— o Facilities and Fleet Director—if the purchase involves a"facilities"or"vehicle" item. o Information Technology Director—if the purchase involves a technology item. Type 2—Other contracts or amendments for the purchase of goods or services not resulting from a procurement-issued competitive solicitation. • Chief Procurement Officer • Office of Management&Budget Director,plus"department assigned" Budget Analyst • Human Resources Senior Risk Officer • Grants Management Division Director—if the purchase is grant-funded. • Controlled purchases— o Facilities and Fleet Director—if the purchase involves a"facilities"or"vehicle"item. o Information Technology Director—if the purchase involves a technology item. Type 3—Independent Contractor Agreements • Human Resources Director • Note:ICAs must include a resume of the individual selected. Type 4—Grant agreements when the City is the recipient. • Grants Management Division Director Type 5—Grant agreements when the City is the grantor. • As appropriate,depending on the grant type. Type 6—Tenant agreements • Facilities and Fleet Director Type 7—Inter-governmental agency agreement • Chief Financial Officer Type 8—Other(e.g.,scholarships,utilities,educational initiatives,etc.) • Office of Management&Budget Director,plus"department assigned"Budget Analyst For any other type,contact the Procurement Department for assistance. Rev.8/24