Resolution 2025-33907 RESOLUTION NO. 2025-33907
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, AUTHORIZING THE ADMINISTRATION TO
NEGOTIATE AND FINALIZE AN ADDENDUM TO THAT CERTAIN AGREEMENT
DATED JUNE 14, 2017(THE "DESIGN CONSULTANT AGREEMENT") BETWEEN
RIC-MAN CONSTRUCTION FLORIDA, INC. ("RIC-MAN") AND CES
CONSULTANTS, INC. ("CES") FOR THE PROVISION OF ALL ARCHITECTURAL,
DESIGN AND ENGINEERING SERVICES FOR THE WEST AVENUE PHASE III
PROJECT(THE "PROJECT"), SAID ADDENDUM (I) RE-INSTATING THE DESIGN
CONSULTANT AGREEMENT, (II) PROVIDING FOR THE CITY'S ASSUMPTION
OF RIC-MAN'S RIGHTS AND OBLIGATIONS UNDER THE DESIGN
CONSULTANT AGREEMENT, PURSUANT TO SECTION 3.24(C) OF THAT
CERTAIN DESIGN/BUILD AGREEMENT DATED JULY 17, 2017 BETWEEN THE
CITY AND RIC-MAN, AND (III) MODIFYING THE SCOPE OF THE DESIGN WORK
TO INCLUDE CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES
FOR THE PROJECT IN THE NOT-TO-EXCEED AMOUNT OF $3,396,680.55,
UTILIZING PREVIOUSLYAPPROPRIATED FUNDING; FURTHER,AUTHORIZING
THE CITY MANAGER AND CITY CLERK TO EXECUTE SAID ADDENDUM TO
THE DESIGN CONSULTANT AGREEMENT.
WHEREAS, the West Avenue project is designed to enhance quality of life with aesthetics
and infrastructure, and to reduce flood risk to this vulnerable neighborhood both now and in the
future; and
WHEREAS, this neighborhood is one of the lowest lying areas in the City, with elevations as
low as 1.7' NAVD; and
WHEREAS, the West Avenue project represents a comprehensively defined neighborhood
improvement program, focused on resolving challenges associated with climate impacts and aged
infrastructure and upgrading the neighborhood to City standards of resilience; and
WHEREAS, the limits of the improvements are West Avenue between 8th Street and Lincoln
Road, including side streets, and Bay Road between 14th Street and Collins Canal; and
WHEREAS, on March 22, 2017, the City Commission adopted Resolutions No. 2017-29800
and 2017-29799, awarding two contracts to Ric- Man Construction Florida, Inc. ("Ric-Man") for the
design-build services for phase II of the West Avenue project: (i) one agreement (the "West Avenue
North Agreement") for the project areas north of 14th Street, and the other agreement (the "West
Avenue South AgreemenY') for the project areas south of 14th Street; and
WHEREAS, the West Avenue South Agreement was awarded with a guaranteed maximum
price of$12,809,754.00; and
WHEREAS, pursuant to the West Avenue South Agreement, Ric-Man entered into a
subcontract with CES Consultants, Inc. ("CES") for the design and permitting of the Project (the
"Design Consultant Agreement");
WHEREAS, on April 27, 2022, the Administration received a letter from Ric-Man indicating
that it had instructed its legal counsel to prepare a declaratory relief action seeking termination of
the West Avenue North Agreement and the West Avenue South Agreement; and
WHEREAS, after several unsuccessful meetings to discuss the declaratory relief action, a
mediation session was scheduled but, prior to the mediation session, Ric-Man delivered a re-start
proposal which would allow Ric-Man to continue performing under the West Avenue North
Agreement; and
WHEREAS, on October 26, 2022, the City Commission adopted Resolution No. 2022-32384,
approving Amendment No. 1 and deductive Change Order No. 7, modifying the terms and conditions
of the West Avenue South Agreement, in part, by pausing the project south of 14t" Street; and
WHEREAS, because the project south of 14th Street would be constructed at a later date, it
was renamed the West Avenue Improvements Phase lll(the "Project"); and
WHEREAS, in anticipation of potential grant funding, said Amendment No. 1 established the
terms for a future termination for convenience of the West Avenue South Agreement; and
WHEREAS, subsequently, the City submitted a grant application to the Resilient Florida
Grant program, and the Project was awarded a $10 million grant; and
WHEREAS, the grant requires a new procurement process for the selection of a contractor;
and
WHEREAS, accordingly, on March 14, 2025, the City terminated the West Avenue South
Agreement and, pursuant to Section 3.24(c)thereof, exercised its contractual right to the assignment
of the Design Consultant Agreement, at the City's election; and
WHEREAS, on July 9, 2025, Ric-Man delivered an executed letter to the City assigning to
the City all right, title and interest of Ric-Man in and to the work product produced to-date pursuant
to the Design Consultant Agreement; and
WHEREAS, subsequent to the City's election under Section 3.24(c) of the West Avenue
South Agreement, Ric-Man purported to terminate the Design Consultant Agreement;
WHEREAS, the City and CES desire to re-instate the Design Consultant Agreement, with
the City assuming Ric-Man's rights and obligations under the Design Consultant Agreement; and
WHEREAS, additionally, contemporaneously with the West Avenue South Agreement, the
City had contracted with a third-party consultant for the construction engineering and inspection
services for the Project; and
WHEREAS, with the City contracting directly with CES, potential conflicts of interest are
eliminated and the Administration has elected to simplify the project management by making CES
the single source for engineering design and inspections; and
WHEREAS, by utilizing CES for construction management and inspection, the City ensures
continuity, preserves design intent, and enables faster issue resolution; and
WHEREAS, additionally, a single source centralizes accountability, improves quality
assurance, and streamlines communication, ultimately reducing risk, delays, and overall project
costs; and
WHEREAS, accordingly, the City and CES desire to modify the scope of the services
provided by CES under the Design Consultant Agreement to include construction management and
inspection services for the Project; and
WHEREAS, on August 28, 2025, the City received CES's revised negotiated proposal (the
"New Scope Proposal") for the design, permitting, construction, administration services and
inspection services for the Project in the not-to-exceed amount of $3,396,680.55, consisting of
$2,077,521.15 for surveys, design and bid services and $1,319,159.40 for construction management
and inspection services; and
WHEREAS, the reinstated Design Consultant Agreement, along with the New Scope
Proposal, will enable CES to complete the design, construction documents, permitting, bidding and
construction phase services previously advanced under the West Avenue South Agreement while
addressing changes implemented in Phase II; and
WHEREAS, for example, the following changes need to be addressed: (i) updating the
roadway plans to incorporate the redesigned split pedestrian ramps at the intersections, (ii) updating
the stormwater drainage plans to incorporate new regulatory water quality requirements, (iii) revising
the sanitary sewer plans as a result of the changes to the roadway layout, (iv) revising the water
main plans as needed to accommodate changes in utilities discovered during the utility coordination
phase, (v) updating the street lighting plans to incorporate the redesigned split pedestrian ramps at
the intersections and address modifications to the crosswalks, intersections and signals required by
Miami-Dade County Department of Transportation Public Works ("DTPW"), (vi) updating the
pavement marking and signage plans to incorporate the latest requirements from DTPW and the
City of Miami Beach Transportation Department("CMBTD"), and (vii) updating the landscaping and
irrigation plans to incorporate modifications to cross walks, intersections, and signals per the latest
DTPW requirements; and
WHEREAS, the New Scope Proposal also includes services not originally included in the
Design Consultant Agreement with Ric-Man, such as the preparation of Maintenance of Traffic plans
(MOT), inspection services during construction, expanded responsibility for the completion of the
private property harmonization plans, and updated sidewalk conditions; and
WHEREAS, pursuant to the New Scope Proposal, CES will be responsible for meeting with
residents to coordinate and negotiate harmonization agreements prior to completing the construction
and bid documents; and
WHEREAS, given the level of effort associated with drawing revisions, and more significantly
associated with the added responsibilities of surveys, permitting and completion of the harmonization
agreements, the negotiated proposal is deemed fair, reasonable and in the best interest of the City;
and
WHEREAS, assumption and reinstatement of the Design Consultant Agreement requires the
City to negotiate and execute an addendum (the "Addendum") to the Design Consultant Agreement
to incorporate the New Scope Proposal, in the not to exceed amount of $3,396,680.55, and to
incorporate additional City contract provisions; and
WHEREAS, accordingly, the Administration recommends that the Mayor and City
Commission do the following: (i) authorize the Administration to negotiate and finalize the
Addendum, re-instating the Design Consultant Agreement, providing for the City's assumption of
Ric-Man's rights and obligations under the Design Consultant Agreement, and modifying the scope
of the design work to include construction management and inspection services for the Project in
the not-to-exceed amount of $3,396,680.55, and (ii) authorize the City Manager and City Clerk to
execute the Addendum.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA that the Mayor and City Commission hereby authorize
the Administration to negotiate and finalize an Addendum to that certain Agreement dated June 14,
2017 (the "Design Consultant AgreemenY') between Ric-Man Construction Florida, Inc. ("Ric-Man")
and CES Consultants, Inc. ("CES") for the provision of all architectural, design and engineering
services for the West Avenue Phase III Project (the "Project"), said Addendum (i) re-instating the
Design Consultant Agreement, (ii) providing for the City's assumption of Ric-Man's rights and
obligations under the Design Consultant Agreement, pursuant to Section 3.24(c) of that certain
Design/Build Agreement dated July 17, 2017 between the City And Ric-Man, and (iii) modifying the
scope of the design work to inciude construction management and inspection services for the Project
in the not-to-exceed amount of $3,396,680.55, utilizing previously appropriated funding; further,
authorize the City Manager and City Clerk to execute said Addendum to the Design Consultant
Agreement.
PASSED and ADOPTED this �1 day of �f '� ��✓ 20
�
Steven Meiner, Mayor
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Rafael . Granado, City Clerk f ~.���'; ;
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APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
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City Attorney '�'��' Date
Resolutions - C7 A
N1 I A/�il I B E�C H
COMMISSION MEMORANDUM
TO: Honorabie Mayor and Members of the City Commission
FROM: Eric Carpenter, City Manager
DATE: September 17, 2025
TITLE: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, AUTHORIZING THE CITY MANAGER TO NEGOTIATE
AND FINALIZE AN ADDENDUM TO THAT CERTAIN AGREEMENT DATED JUNE
14, 2017 (THE "DESIGN CONSULTANT AGREEMENT") BETWEEN RIC-MAN
CONSTRUCTION FLORIDA, INC. ("RIC-MAN") AND CES CONSULTANTS, INC.
("CES") FOR THE PROVISION OF ALL ARCHITECTURAL, DESIGN AND
ENGINEERING SERVICES FOR THE WEST AVENUE PHASE III PROJECT (THE
"PROJECT"), SAID ADDENDUM (I) RE-INSTATING THE DESIGN CONSULTANT
AGREEMENT, (II) PROVIDING FOR THE CITY'S ASSUMPTION OF RIC-MAN'S
RIGHTS AND OBLIGATIONS UNDER THE DESIGN CONSULTANT AGREEMENT,
PURSUANT TO SECTION 3.24(C) OF THAT CERTAIN DESIGN/BUILD
AGREEMENT DATED JULY 17, 201� BET�VEEN THE CITY AND RIC-MAN, ANL
(III) MODIFYING THE SCOPE OF THE DESIGN WORK TO INCLUDE
CONSTRUCTION MANAGEMENT AND INSPECTION SERVICES FOR THE
PROJECT IN THE NOT-TO-EXCEED AMOUNT OF $3,396,680.55, UTILIZING
PREVIOUSLY APPROPRIATED FUNDING; FURTHER, AUTHORIZING THE CITY
MANAGER AND CITY CLERh TO EXECUTE SAID ADDENDUM TO THE DESIGN
CONSULTANT AGREEMENT.
RECOMMENDATION
The Administration recommends that the Mayor and City Commission (City Commission) adopt
the Resolution.
BACKGROUND/HISTORY
The West Avenue project is designed to enhance quality of life with aesthetics and infrastructure,
and to red��ce flood risk to this vulnerable neighborhood both now and in the future. This
neigr�borhood is one of the lowest lying areas in the City with elevations as low as 1.7' NAVD.
The Project represents a comprehensively defined neighborhood improvement program, focused
on resolving challenges associated with climate impacts and aged infrastructure. The scope of
this neighborhood improvement project includes replacement of the existing water
distribution/transmission systems and gravity sanitary sewers, installation of a new robust storm
water drainage collection system including new bi-fuel auxiliary generators, raising of the paved
roadway with harmonization to the adjacent properties, installation of new street lighting,
pedestrian lighting, replacement of existing and installation of new traffic and pedestrian signals
at intersections, new landscaping, and irrigation. The limits of the improvements are West Avenue
between 8th Street and Lincoln Road, including side streets, and Bay Road between 14th Street
and Collins Canat, and includes upgrading the project to city standards of resilience of the
neighborhood, as well as harmonizing between the two phases.
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Due to the size of the neighborhood, the project was divided into two contracts, with 14th Street
being the dividing line. On March 22, 2017, the City Commission adopted Resolutions No. 2017-
29800 and 2017-29799, awarding two contracts for West Avenue Improvements Phase II design-
build services to Ric- Man Construction Florida, Inc. (Ric-Man�: one contract for the project areas
north of 14th Street (the "West Avenue North AgreemenY'), the other, for project areas south of
14th Street (the "West Avenue South Agreement," and together with the West Avenue North
Agreement, the "Agreements").
On April 27, 2022, the Administration received a letter from Ric-Man indicating that it had
instructed its legal counsel to prepare a declaratory relief action seeking termination of the
Agreements. After several unsuccessful meetings to discuss the claim a mediation session was
scheduled. Prior to the mediation session, Ric-Man delivered a re-start proposal which would
allow them to continue with the West Avenue Ph II Neighborhood Improvement project, North of
14 Street, now known as West Avenue Ph II.
On October 26, 2022, the City Commission adopted Resolution No. 2022-32384, approving
Amendment No. 1 and deductive Change Order No. 7, pausing the West Avenue Improvements
South of 14 Street project and modifying the terms and conditions of the West Avenue South
Agreement between the City and Ric-Man. In anticipation of potential grant funding, Amendment
No. 1 established the terms for a future termination for convenience of the West Avenue South
Agreement. As this portion of the project would be constructed at a later date, the improvements
south of 14 Str�et were renamed West Avenue Phase III Pr�ject (F'roject).
Subsequently, the City submitted a grant application to the Resilient Florida Grant program and
the Project was awarded a $10 million grant. The grant requires a new procurement process for
the selection of a contractor. As such, the City moved to terminate the Agreement with Ric-Man,
and, i� order to expedite the design and pern+ittin� of the Project, the City is (1) reinstating the
Design Consultant Agreement, with CES Consultants, Inc. (CES), and (2) providing for the City's
assumption of Ric-Man's rights and obligations under the Design Consultant Agreement pursuant
to Section 3.24(c) of the Design-Build Agreement between the City and Ric-Man dated June 14,
2017. Additionally, the City is expanding the design scope and services to include construction
management and inspection services for the Project.
The West Avenue Phase III Project was in the design phase when the project was paused. While
de5ign completion approached 90%, owner directed design and applicable code changes have
resulted in the need to modify, update and re-do previously completed design documents,
reducing the level of completion to approximately 70%.
Under the design-build agreement with Ric-Man, the City utilized a third-party consultant for the
Construction Engineering and Inspection Ser�ices. For the Project, since the consultant is
contract�d direc+ly by the City, eliminating any potential conflict of interest, the Administration has
elected to combine the responsibilities of the design and engineering consultant with that of the
construction engineering and inspection services censultant, making CES the single source for
engineering, design and inspections, thereby streamlining communications, issue resolution and
certification processes. By utilizing CES for construction management and inspection, the City
ensures continuity, preserves design intent, and enables faster issue resolution. A single source
centralizes accountability, improves quality assurance, and streamlines communication,
ultimately reducing risk, delays, and overall project costs.
The West Avenue Phase II Project is currently under construction and was subdivided into 9
separate Segments. On December 11, 2023, the City issued Notice to Proceed 2 with Segment
1, for commencement of construction activities associated with the pump station, and on June 2,
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2025, the City issued Notice to Proceed 2, commencing construction activities within Segments
2 and 3. These two segments are anticipated to be completed within the next twelve months,
allowing the contractor to proceed to the next Segment.
ANALYSIS
On March 14, 2025, the City terminated the West Avenue South Agreement. Pursuant to its
terms, upon termination of the West Avenue South Agreement, the Design Consultant Agreement
and all work product produced thereunder was automatically assigned to the City. CES has
acknowledged the City's right to reinstate and assume the Design Consultant Agreement and has
provided a proposal to complete additional work related to the West Avenue Phase III Project (the
"New Scope Proposal").
The reinstated Design Consultant Agreement, along with the New Scope Proposal, will enable
CES to complete the design, construction documents, permitting, bidding and construction phase
services, advanced under the Agreement with Ric-Man, while addressing changes implemented
in Phase il.
For example, the Roadway Plans wiil need to be updated to incorporate the redesigned spiit
pedestrian ramps at the intersections; the stormwater drainage plans need to incorporate new
regulatory water quality requirements; sanitary sewer plans need to be revised as a result of the
changes to the roadway layout; the water main plans wil� be revised as needed to accommodate
changes in utilities discovered during th�; utility coordination phase; the street lighting plans will
need to incorporate the redesigned split pedestrian ramps at the intersections and address
modifications to the crosswalks, intersections and signals required by Miami-Dade County
Department of Transportation Public Works (DTPW); the pavement marking and signage plans
will need to incorporate the latest requirements from DTPW and the City of Miami Beach
Tronsportation Department (CMBTD); and Lanc:scaping and Irrigation plans will incorpora,�
modifications to cross walks, intersections, and signals per latest DTPW requirements.
CES's proposal also includes services not originally included in the Design Consultant Agreement
with Ric-man, such as the preparation of Maintenance of Traffic plans (MOT), inspection services
during construction, expanded responsibility for the completion of the private property
harmonization plans, and updated sidewalk conditions. Under this proposal, CES will be
responsible for meeting with residents to coordinate and negotiate Harmonizativn Agreements
prior to completing the construction and bid documents.
On July 10, 2025, the City received the standard Design Agreement (Exhibit A) from CES
Consultants for the Project.
On August 28, 2025, the City received CES's revised negotiated proposal (Exhibit B) for the
design, perm�iting, construction administration services anJ inspection services for the Project in
the not-to-exceed amount of $3,396,680.55, consisting of approximately $930,000 for design
revisions and permitting, $640,000 for resolution of harmonization agreements, public
engagement and private property surveys, $400,000 for bid, award and post design services,
$110,000 for design contingency and reimbursables and $1,320,000 for construction
management and inspection services. Given the level of effort associated with drawing revisions,
and more significantly associated with the added responsibilities of private property surveys,
permitting and completion of the harmonization agreements, the negotiated proposal is deemed
fair, reasonable and in the best interest of the City.
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The ProjecYs total budget is $49.8 million. The City was awarded a $10 million Resilient Florida
Grant in FY2022-2023. In August of 2025, the City was informed of the award of an additional
Resilient Florida grant in the amount of $8.2 million in FY2025-2026. The $8.2 million grant will
fund a portion of the currently projected $15.8 miliion water and sewer funding gap.
Assumption and reinstatement of the Design Consultant Agreement requires the City to negotiate
and execute an Addendum to such Agreement for the provision of the design, engineering and
construction management and inspection services, in the not to exceed amount of$3,396,680.55
(Exhibit C).
The Project schedule anticipates completion of design by the end of 2025, followed by permitting
and execution of harmonization agreements. Dependent on the time required to complete the
harmonization agreements, an Invitation to Bid (ITB) could be issued in the spring/summer with
the award of a construction contract and commencement of construction activities in the Fall of
2026.
FISCAL IMPACT STATEMENT
The Design Consultant Agreement with CES in the amount of $3,396,680.55 will be funded with
previously appropriated funding.
Does this Ordinance require a Business Impact Estimate?
(FOR ORDINANCES ONLY)
If applicable, the Business Impact Estimate (BIE) was published on:
See BIE at: https://www.miamibeachfl.qov/citv-hall/city-clerk/meetinq-notices/
FINANCIAL INFORMATION
112-0820-061357-26-410-530-00-00-00-20525 = $ 366,637.29
429-0820-061357-26-418-000-00-00-00-20525 = $ 3,030,043.26
Total= $ 3,396,680.55
CONCLUSION
The Administration recommcnds that the City Commission adopt the Resolution.
Applicable Area
South Beach
Is this a "Residents Riqht to Know" item, Is this item related to a G.O. Bond
pursuant to City Code Section 2-17? Proiect?
Yes No
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Was this Agenda Item initially requested by a lobbyist which, as defined in Code Sec. 2-481,
includes a principal enqaqed in lobbvinq? No
If so, specify the name of lobbyist(s) and principal(s):
Department
Capital Improvement Projects
Sponsor(s)
Co-sponsor(s)
Condensed Title
Finalize Addendum Agreement w/ Ric-Man & CES, West Avenue Ph III Project. CIP
Previous Action (For Citv Clerk Use Onlv)
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Exibit A
� '� ♦
�
STAIVDARD FORM �F
AGREEMEMT BET�IIIEEN DESIGN-
BUILDER AND
DESIGN C�NSULTANT
CESIRCFL
West Ave. 090
14t" Street South
Docume�t No. 540 - As Modified (07-11-17)
Second EdRion, 2010
B Design-Build InStitute ot America
Washington, DC
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Exibit A
TABLE OF CONTENTS
Article Name Page
Article1 Generai..........................................................................................................3
Article 2 Design Consultant's Services and Responsibilities........................................6
Article 3 Design-Builder's Services and Responsibiiities ...........................................1 d
Articie 4 Ownership of Work Product.........................................................................11
Articie 5 Time of Performance ...................................................................................13
Article 6 Design Consuita�t's Compensation.............................................................14
Article 7 Termination and Design Consulfiant's Right to Stop Services .....................16
Article 8 Represe�tatives of the Parties.....................................................................18
Article9 Insurance.....................................................................................................19
Article 10 Indemnification.............................................................................................20
Article 11 Cnntract Adjustments and Disputes.............................................................21
Article 12 Miscellaneous ..............................................................................................24
Article13 Electronic Data.............................................................................................25
Article 14 Confidential tnformation...............................................................................26
Articie 15 Other Provisions .....................................................................................,....27
.
D81A Documenl Na 540-As Nfodfied(07-15-17)(West Ave.09d) �__ — Page 1
Staadard Form of Agreement Between Design-Buildei a�d QQslg�Gonsultant
�92010 Design-6uild Instifute of America
84 of 1214
Exibit A
DBIA
/,
Standard Form of Ag reement Between
Desi n-Builder and Desi n Consultant
9 g
This document has important legal consequences. Consuitation with
an atforney is recvmmendad with respeci to its eompfetion or modi�cation.
This AGREEMENT is made as of the 14th day of June in the year of 2017, by and betwee� the
following parties,for services in connection with the Project identified below:
DESICN-BUILDER:
RIC-MAh CONSTRUCTION FLORIDA, (NC.
3100 SW 15'" Street
Deerfield Beach, FL 33442
DESIGN CONSULTANT
CES C�NSULTANTS, INC.
14361 Comme�ce Way, Suite 103
Miami Lakes, FL 33016
PROJECT:
WEST AVE PHASE 4l 14TH SOUTN
RFP NO. 2Q16-090-KB
OWNER:
CITY OF MIAMI BEACFi
1700 Convention Center Orive
Miami Beach, Fbrida 33139
In cansideration of the mutual covenants and obligations contained herein, Design-Builder and Design
Consuitanl agree as set(orth herein_
�U't1C{8 3
DBIA Docurnent No.540—A5 Modified(07-15-17)(West Ave.090j --~ �W�Y�---- P�e 2
Standard Form o(Agreement Between Design-8uilder and Desig�Consultant
�2010 Desiqn-Bu�d#nstitute of America
85 of 1214
Exibit A
General
1.1 Basic P�rpose. .
1.1.1 Design-Builder has contracted with Ow�er to �xovide the services of a licensed design
professional to perform all necessary design services for the Project as set forth in the l3esign-
Build Agreement between Owner and Design-Builder. Design Consultant, through itseff and its
Design Sub-Consultants, has agreed to provide such engineering and other services required by
this Agreement. Design-Buiider and Design Consuttant further agree that to the extent applicabie
ko the pe�formance af the Servtices hereunder, Design Consultant shall have the same rights,
responsibilities, and obligafions as to Desig�-Builder as Design-Builder by the Design-Build
Agreement has against and to Owner, except as may be modified herein.
1.2 Basic Definitions.
1.2.1 Terms used in this Agreement sha{i have ihe meanings set forth in the Design-Buiid
Agreement betwee� Owner and Design-Builder unless othervv+se provided t�erefn, with the
following spec�c terms defined as follows:
1.2.1.1 Additiona/Services are those services identified in Section 2.8 hereof.
1.2.1.2 Agresment refer^s to this executed contract between Design-Builder and Design
Consultant under DBIA Dacument 540, Standard Form of Agreemenf Between Design-
8uilder�nd Design Consultant(2010 Edition),
1.2.1.3 Basis of Design Documents are the Owner's Project Criteria, the Design
Criteria Package (or'DCP"), Design-Builder's Propasa!and the Deviation List, if any.
1.2.t.4 Gonstruction Documents are the documents, cansisting of Drawings and
Specifications, to be preNared or assembled by Design Consultant �onsistent with the
Basis of Design Documents, unless a deviation from the Basis of Design Documents is
specifically set forth in a Change Order.
1.2.1. 5 Canstruction Phase Services refers to those services identified in Section 2.7
hereaf, except for and subject to the more specifical{y described 5ervices, schedule,
exclusions, and clarifications in Exhibit A.
1.2.1. 6 Day or Oays shall mean calendar days unless otherv��se specifically noted in
the Contract Documents.
1.2.1.7 Design-Build Agreement refers to the cantract between Qesign-Buitder and
Owner for the design and construction of the Project.
1.2.1.8 Design Sub-Consultant is a qualfied, licensed design pfofessional who is nol
an ernployee of Dee�gn Con�ultant, but is retained by Design Consultant or employed or
retained by anyone under cantract with Design Consultant, to furnish design services
required under the Contract Documents.
1.2.1. 9 Design Phase Services refers to tFwse services set forth in Sectio�s 2.5 and
2.6 hereof, except for and subject to the more specifically described Services, schedule,
exclusions, and clarifications in Exhibit A.
1.2_1. 10 Design Schedule refers to the scheduie setting forth ihe dates by which Design
Consu4tant must perform the various Services required herein,consistent with the Project
Schedule as clarified in Exhibit A_
.
DBIA Oocumenl No.540-�ls Moti�ed(07-15-17)(West Ave.090J Pa9e 3
Standard Fortn of Agreement Betvreen Deslgn•Buiider and Design Ca�sultant
Q 2010 Design-Buiki IrtsGlute of America
86 of 1214
Exibit A
1.2.1. 11 Design Consultant's Fee shali refer to the compensation ,due Design
Consultant for ihe performance of the Services as set forth he�ein.
1.2.1.12 Final Completion is the date on which all Work is complete in accordance with
the Contract Documents, including but not limited to any items identified in the punch list
prepared under Section 6.6.1 of the General Conditions of Contract arrd the submission
of aff documents set torth in Section 6.7.2 of the General Conditions of Contract.
t.2.1.13 Hazardous Condilrons are any materiais, wastes, substances and chamicals
deemed to be hazardaus under epplicable Legal Requirements, or the handling, storage,
remediation, or disposal of which are regulated by applicable Legal Requirements.
1,2.1.14 Legal Requiremenls are all applicabfe federal, state and local laws, codes,
ordinances, rules, regulations, orders and decrees of any government or quasi-
government entity having jurisdiction over the parties, the Project or Site, the practices
involved in the Project or Site, or any Services.
1.2.1.15 Owner's Project Crileris are developed by or for Owner to descri5e Owner's
program requirements and objectives for the Project, including use, space, price, time,
site and expandability requirements, as weft as submittal requirements and other
requirements goveming Design-Builder's performance of the Work. Owner's Project
Criteria includes the QCP f�om the Design-Build Agreement.
1.2.1.16 Projec! S�hedule re(ers to t��e schedule setting forth the dates by which the
various stages of both the design and construction of the Project must be performed so
as to satisfy Design-Builder's obligations lo Owner, as clarif"�ed in Exhibit A.
1,2.1.17 Services sha11 include all Desig� Phase Services and Construction Phase
Services, as more specifical�y descrited, scheduled, excfuded, and clarified in E�.hibit A
and shall also include Additional Services as may be authorized in writing by Design-
Builder except for those �fesign services provided by others under Section 1.5.3 or by
Owner's design consultants.
1_2.1.18 Site is the fand or premises on which the Pra}ec!is located.
1.2.1.19 Subcontractor is any person �r entity retained by Design-Builder as an
independent contractor to perform a portion of the construction work f�r the Project and
shall include materialmen and supptiers.
1.2.1. 20 Sub-Subcontracfor is any person or e�tity retained hy a Subcontractor as a�
independent contractor to perfam any portion of the Subcontractor's work and shall
include materialmen and suppJiers.
1.2.1.21 Substantia! Canpletion or Supslantially Complete is the date on which the
Project, a an agreed upon portion �f lhe Projecf, is sufficientfy complete so that Owner
can o�upy and use the Project or a portion tfie�eof(or its intended purposes.
1.3 Contract Documents.
1.3.1 The Contract Documents are comprised of the following:
1.3.1.1 AI4 written modifications, amendments, minot changes and Change Orders to
this Agreement;
'l,3.1.2 The 6asis of Design Documents, as clarified in Exhibit A; �'�
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1.3.1.3 This Agreement, including ail exhibits and aitachments, executed by Design-
Builder and Design Consuitant;
1.3.1.4 Construction Documents; and
1.3.1.5 The Design-Build Agreement, (excluding the Basis of besign Documents), but
oniy to the extent the Qesign-Buifd Agreement refates to the Services and the terms and
conditians under which the Services sha41 be performed.
1.4 Interpretation and lntent.
1.4.1 Design-Builder and Design Consultant, prior to execution of the Agreement, shall
carefuNy review all the Contract Documents, including the various documents comprising the
Basis of Design Rocuments, for any conflicts o� ambiguities. Design-Builder a�d Design
Consultant will discuss and resolve any identified conflicts or ambiguities prior to execution of the
Agreement.
1.4.2 The Cantract Documents are intended to be complementary and interpreted in harmony
so as to avoid conflict, with worcis and phrases interpreted consistent with construction and
deslgn industry standards. 4n the event inconsistencies, conflicts, or ambiguifses between or
among the Contract Qocuments are discovered after execution of the Agr3eme�t, the partie�
shall attempi to resoive such ambiguities, canflicts or inconsistencies informally, reaogniiing thai
the Contract Dvcuments shall take precedence in the order in which they are listed in Section 1.3
hereof.
1.4.3 If Owner's Prvject Criteria contain design specifications, Design Consultant shall be
entitled to reasonably rely on thA accuracy of the informatian represented in s�ch design
specifications and their compatibility with other intormation set forth in Owner's Project Criteria,
including any performance specifications, to the same extent as Design-Builder is entitled to so
rely in the Oesign-Build Agreement. If Design Consuliant contends that its costs and/or time of
performance have been adversely impacted by such inaccurate design specifications,then it shall
proceed in acca�da�ce with Section 11.3.
1.5 Mutua) Obligations and Acknawledgments.
i.5.1 Design-Buiide� a�d Design Consuftant commit at aN times !o cooperate Tully with each
other, and proceed on the bas'ss of trust and good faith,to penrift each p2rty to realize the benefits
afforded under the Contract Documents. Design-Buiider and Design Consultant shall perform
their respective responsibilities, obligations and services in a timely manner to iacilitate the
other's timely and efficient performance and so as nol to delay or interFere with the other's
perfornnance of its obiigations under the Contract Documents.
1.5.2 Desig�-Builder and Design Consultan�acicnowledge that they have cooperated�nnth each
other in the procurement of the Design-Build Agreement, and that Design-Builder and Design
Consultant have met to review, discuss, and familiarize themseives with ihe Design-Build
Agreement, inctuding the Basis of Design Dacuments.
1.5.3 Design-Suitder may choose to have portions of the overall das'sgn (e.g., stn�ctural and
MEP) undertaken by desi� professionals directly employed by or contracting with Design-
Builder, but oNy after frst offering such work to and negotiating with Design Consul#ant in good
faith, and submitting same to the Qwner for approval. Design-Builder and Design Consultant
a�knowledge !he importance of integraiing all of the designs into the Projeci's overall design
concept. The parties commii to working with each other, and with any other design professionals
war�Cing on the Project with Design-Builder to facilitate the coord+nation and integtation of Design
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Consultant's Services with the Project's o�erall design concept. Design-Bullder is responsible for
the services performed by design professionals under contract with Design-Buifder, but nothing
herein is intended to relieve Design Consultant of its obligation to coordinate its Senrices with the
services pe�formed by other design professionais.
1.5.4 Design-Builder and Design Consultant mutually agree that time is of the essence with
respect to the dates and times set forth in the Design Schedute, Project Schedule and Contract
Documents. Each party agrees to provide the other patty with information in a timely fashion and
in the form and manner as reasonably required.
1.6 Entire Agreement.
1.6.1 Subyect to the fimitakions in Section 1.3.1, the Contract Documents, ail of which are
incorporated by refe�ence Into this Agreement, form the entire agreement between Design-
Builder and Design Consultant and are as fully binding on the parties as if repeated herein. Na
ora! representations or other agreements have been made by the parties except as specifically
stated in the Contract Docurnents.
Article 2
Design Consuftant's Services and Responsibilities
2.1 General.
2.1.1 Design Consultant shall, consistent with applicable state licensing laws, provide the
Services in accordance with the requirements of the ContraCt Documents, as mnre specifically
described and clariFied in Exhibit A. Design Consuftant agrees that such Services shafl be
provided th�augh gual�ed, licensed p�ofessiona4s who a�e either (i) employed by Desfgn
Consultant or(ii)procurcd hy Design Consultant from qualifled, �i.;ensPc� Design Sub-Consultants.
2.1.2 Desigr. Consuttant shalf not engage the servlces of any Gesign Sub-Consultant without
first obtaining the approval of Design-8uilder, which approval shall not be unreasonably wilhheld.
Design Consultant agrees that each Design Sub-Consuitant shaff be fulfy bound to Design
Consultant in the same manner as Design Consultant is bound to Design-8uilder for aU the
requirements of the Contract Documents to the extent applicable to the Design Sub-Consuttant's
scope of services. Design Consultant shalt at all times be responsible for the services perfoRned
by its Design Sub-Consultants, and shall coordinate the services of its Design Sub-Consultants to
satisfy Design Consultant's obligatior�s under the Contract Documents. Nothing i� this Agreement
shall refieve Design Consultant from responsibility for the services performed by its Design Sub-
Consultants, or create any legal ar contractual relationship between Design-Buitder and any
Design Sub-Consultant.
2.1.3 If Design-Builder or Owner perfomis other work on the Project with separate design
professianals under Design-Builder's or Owner's control, Design Consultant agrees to r�asonably
coope�ate and coordinate +ts activities with those of such separate design professionais so that
ihe Project can be completed in an orderty and coordinated manner and without disn�ption.
2.1.4 Design Consullant shall on�y cammunicate with Owner, Subcontractor(s), or Sub-
Subcontractcxs th�gh Design-Builder unless the parties agree otherraise. Notwithstanding the
preceding sentence, Oesign Co�sultant may communicate directly with the.Owner {with written
copy to Desfgn-Builderj on matters of public health, safety, and welfare when required by
applicable Legal Requirements or professionaf codes of ethics.
2.1.5 Within seven (7j days afte� executian of tt�is Agreement, Oesign-Builder and Design
Consultant wifi meet to discuss issues affecting the administration of the Services and to
,�
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implement the necessary procedures, inciuding but not {imited to those relating to the schedule
fo� the Seroices, schedule updates, review of submittals, a�d payment, to facilitate the ability ot
the parties to perform their obligations under the Contract Documents and allow Design
Consuitant to meet its obligations to design the Project conslstent with the Cantract Documents,
without compromising arty professional obligations of Design Consultant.
2.2 Standard of Care.
2.2.1 7he standard of care for all design professional services performed by Design Consuftant
and its Design Sub-Consultants pursuant to this Agreement shal� be the care and skiH ordinarily
used by members of the design profession practicing under similar cortditions at the same time
and locality of the Project.
2.3 Legal Requirements_
2.3.1 Design Consultant agrees to perform the Services in accordance with all applicable Legal
Requirements.
2.3.2 Design Consuftant`s Fee and/or the Design Schedule shafi be adjusted to compensate
Design Consultant for the effects, lf any,af any changes in the Legai Requirements enacted after
the date of the Agreement affecfing the performance of the Services. Such effects may include,
without limitation, revisions Design Consultant is required to make to the Construction Documents
because of changes in Legal Requirements.
2_4 besign Consultant's Persannel.
2.4,1 Desig� Consultant agrees that the p�imary personnel ass+gnad to perform the Services
shall be as set fo�th in the submissions made to the Owner in response to the RFP. Design
Consultant she!I not change such personnel without Design-Builder's arior approval.
2.4.2 Design Consultant's Representative shaif be reasonably available to Oesign-Builder and
sha11 have the necessary expertise and experience required to supervise the Serv'ices. Design
GonsultanYs Representative shall communicate regularly with besign-Buildec and shall be vested
with the authority to act on behalf of Design Consultant. Oesign Consultant shall replace its
Representative upon the reasonable request of Design-Builder.
2.5 Government Approvals and Permits.
2.5.1 Design Consultant shall obtain the permits, approvals, and licenses, if any. Design-
guilder shall pay the permit fees required far same ta the permitting agencies.
2.5_2 Design Consuttant shalt provide reasonab4e assistance to Des+gn-Builder and Owner tn
obtaining any permits, approvals, and licenses which are not Design ConsultanYs obligation to
obtam, but which are required for the construction of the Project.
2.5.3 Design Consullant shari make any revisions to the Construction Documents necessary to
secure permits, approvals, artid licenses, including thase which have besn denied far fadu�e of the
Construction �ocuments to meet Legal Requirements. If such revisions are necessary for
reasons beyond the control of Design Consu)tant or its Design Sut�Consultants, Design
Consultant shall be compensated for such revisions as a change to tfiis Agreement.
2.6 Design Development Services.
2.6.1 !n accordance with the times set fo�ttr in the Design 5chedule, Design Consuliant shall
submit to Design-Builde�all interirn design submissions and revisions as required by the Contract
Documents. Interim design submissions shal! be consistent with the 8asis of pesfgn Documents,
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as the Basis of Design Documents may have been mod�ed in accordance with the Contract
Documents. Such interim design submissions shall be in the form and quantity called for in the
Contract Documents and may inc4ude design criteria, drawings, diagrams and speci�ications
setting forth the Project requirements. Design-Builder and Design Consuliant agree that p�ior to
the scheduled date for submitting all interim design submissions to Owner, Design-Builder and
Design Consultant will hold meetings for the purpose of discussing and monitoring the design for
consistency with the requirements of the Contract Documents.
2.6.2 In accordance with the Cantract Doc�menis and with the t�mes set fonh in the Design
Schedule, Design Consultant shall submit to Oesign-Builder Construction Documents setting forth
in detail drawings and specfications describing the requirements for construction of the Work,
The Construction Documents shail be consistent with the latest set of interim design submissions,
as such submissions may have been mod�ed in a design review meeting. Design Consultant
shall provide the Construction Documents in the form and quantity calied for in the Contract
Documents. Design Consultant shal{ perform agreed upan revisions and submit revised
Constructio�Documents to Design-Builde�for Qesign-6uilde�'s and Owner's approval.
2.6.3 Design Consultant shall attend and participate in such meetings as are held between
Owner and Design-Buiider to discuss interim design submisstons and the Construction
Documents. Design Consultant shall ideniify during each such meeting, among other things, the
evo{ution of 1he design and any changes or deviali�ns from the Contract Documents, incfuding
the easis of Design Documents, or, ii applicable, previously submitted design submissions. To
the exte�t that Design Consultant fails to identify such changes or taiis to produce Construction
Documer:ts consistent w�th the Basis ot Design Documents a�id ident�ed and approved changes
and Design-Builder incurs additional uncompensated costs as a result, Design Consuitant shall
be responsible for such costs. Minutes of the meetings between Design-Builder and Design
Consultant, and Design-Buiider and Owner, including a full listing of all changes, witi be
maintained by Design-Builder and provided to all attendees for review. Design Consultant shall
review s�ach minutes and provide notice of a�y abjQ�:tions thereto. The Construction Documents
shal) be consistent with the latest set of interim deslgn submissions, as such submissions may
have been modified in a design review meeting and recorded in the meetings minutes.
2.8.4 in addition to the inierim design submissions and Construction Documents, Design
Consultant shall, if requested by Design-Buifder, prepare (i) those design documents necessary
for the estabfishment ot a GMP Exhibit or GMP Proposal and (ii) i�terim design submissions and
ConsVuction Documents required to permit commencement of construction on a portion of the
Project before the entire Construction Doc�ments for the Project are completed.
2.6.5 Design-Builder's and Owner's review and/or approval of interim design submissions and
the Construction Documents are for the purpose of mutually eslabiishing a conformed set of
Construction Documents compatib4e with the requirements of the Contract Documents. The
review andJor approval by either Design-Bu�lder or Owner of a�y interim design submission or the
Construction Documents shall not be deemed to transfer any design liability f�om Oesign
Consulta�t io Design-Builder or Owner.
2.6.6 Design Consulla�t witl, al i1s own cost, revise any inierim design submission or the
Constn�ction Qocuments to correct any of its errots, mistakes ar omissfons. Such revisions shall
be performed Gmely and so as no1 to jeop�dize the Design Schedule a�dlor ihe Project
Schedule.
2.6.7 Design Consultant shatl be responsfble for paying all royalties and ficensing fees for
patented or copyrighted materials, methods or systems spec�fied by Design Consultani and
incorporated into the Project.
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2.7 Construction Phase ServlCes.
2.7.1 Design Consultant shall assist Design-Builder in preparing biddin9 documents for
specified portions of the Project's construction, and clarifying and �esponding to questions
involving the biddi�g documents.
2.7.2 Design Consultant shall timely provide requested clarifications and interpretations of the
Construetion Documents, which sha11 be consistent with the intent of, and reasonably inferable
from, the Contract Documents. Design Consultant shall make all revisions to the Construction
Documents necessary for the proper construction of the Project.
2.7.3 Design Consultant shall review and approve such submittals, including shop drawings,
product data and sampies, as may be required by the Design-8uild Agreement or Design-Builder.
Design Consultant shali expeditiously inform Design-Buitder of any revisions that are necessary
as a condition to Design ConsuitanYs approval ot submittals. The time within which Design
Consultant shal! �eview and �espond to submittals will be as established at the meeting required
by Section 2:1.5 hereof. Design Consultant's review and approval shall not relieve Design-Builder
or Subcontractors of respansibility for construction means and methods or safety precautions.
2.7.4 Design Consuitant shail review, and ff acceptable approve, any substitutians for rnaterials
or equipment proposed by Design-Builder.
2.7.5 Design Consultant shall, if requested by Design-Builder, review any inspection �eports or
tests ir�valving the construction of the Pioject and provide iis comments to Design-Buitder. Design
Consultant is not re5ponsible for the accuracy or completeness of the tests or inspections
pertormed by others.
2.7.6 Qesign Gor►sultactt is not providing fu4!-time resident services. Neverthe4ess, Design
Consultant shall at appropriate intervals visit the Sita to determine if the construction is
praceeding in accordance with the Construction Documents. If Design$uilder and Deslgn
Consultant have agreed to a specific frequenc.y of Design ConsultanYs Site visits, such frequency
shail be set forth as an exhibit to this Agreement. Design Consuitant shall prompNy notify Design-
Butlder of any defects, deficiencies, deviations, omissians, or vialations observed by Design
Consultant in the construction of the Project, and make recommendations to Design-Builder on
how to proceed.
2.7.7 At the request of Design-Builder, Design Consultant shall attend meetings with Design-
Suifder and Owner and/or Subcontractor{s) and Sub-SubconUactors to discuss design issues
which may arise during construction.
2.7.8 Design Cansultant shall, if requested by Design-Builder, provide such ce�tifications as
may be necessary relative to Substantial Completion, and if required by the Design-Build
Agreernent, Final Completion.
2.T.9 �esign Consultant's provision of the Consti�ction Phase Services shall not be construeG
to make Design Consuitant �esponsible for (i) the acts or omissions af Design-8uilder, any
5ubconiractors, or any Sub-Subcontractors, (ii)the means, methods, sequences, and techniques
of consiruction of the Project or (iii) safety precautivns and programs in co�nection with the
construction of ihe Pro}ect. Nothing in this Agreement shafl creaie any legai or contractual
relationship between Design Consultant and any 5ubcontraclor or Sub-Subcontractor.
Z.8 Additional Services.
2.8.1 Additionat Services, if any, agreed upon by ihe parties shall be paid as set forth in
Exhib)t B, and may include by way of example only, sile visits in excess of those agreed upon by
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the parties, evaluating changes, including the preparation or revision of the Construction
Documents, providi�g reccud drawings, and p�oviding consultation concerning replaceme�t of
Work damaged by fire or other causes during construction.
Artic{e 3
Design-Builder's Services and Responsibilities
3.1 Timety Reviews,Appravals and Submittals.
3.1.1 Design-Builder shali provide timely reviews and approvals of all interim design
submissions and Construction Documents consistent with the turnaround times set forth in the
Design Schedule, or as agreed to by the parties at the meeting required under Section 2.1.5
hereof.
3.1.2 Design-Builder shall timely submit to Design Cansulta�t all submittals, including shop
drawings, product data and sarnples, for Design ConsultanYs review and approval consistent with
the Project Schedule, or as agreed to by the pariies at ihe meeting required under Section 2.1.5
hereof.
3.1.3 Design-8uitder shall provide timely notice to Design Consu�ta�t of any delays to the
Project caused by Design Consultant.
3.2 Design-Bullder's Representative.
3.2.1 Design-Builders Representative shall be responsible for providing Design-Builder-
supplied information and approvafs i� a timely manner to permit Design Consultant to fulfil{ its
obligations under the Gont►ac!D��ume�ts.
3.3 Furnishing of Services and information.
3.3.1 Unless expressly stated to the contrary in the Contract Documents, and to the extent
Design-Builder has received such items from Owner, Design-Bui{der shaN provide for Design
ConsultanYs informafion the items I"ssted below. Design-Builder dces not wa�rant the accuracy or
completeness �f such items, provided, however, that Design Consultant is entitled to rely upon
such items to the same extent Design-Builder is entitled to rely upon such items in the Design-
Build Agreement:
3.3.1.1 Surveys describi�g the property, boundaries, topography and reference points for
usa during construction, inc4uding existing service and utitity 4ines;
3.3.1.2 Geotectu�ical studies describing subsurface conditions, anc. other s�rveys
describing other latent or concealed physical conditions at the Site;
3.3.t.3 Tempwary and permanent easements, zoning arxi other requirements and
encumbrances afiecting land use, or necessary to permit the proper design and
constructian af ihe Praject and enable Design Consultank io perform the Services;
3.3.1.4 A lega)description of the Site;
3.3.1.5 Record draw►ngs of any exisfing structures at the Site;
3.3.1.6 Environmental stud"ses, reporfs and impact statements describing the
environmental conditions, inGudi�g Hazardous Gonditions, i�existence at the Site;
.�
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3.3.1.7 Owner's Project Criteria;
3.3.1.8 All permits, approvals and licenses set forth in the Owner's Permit List attached
as an exhibit to the pesign-Buiid Agreement; and
3.3.1.9 Test and inspection reports.
3.3.2 Design-Builder shall provide Design Consultant with a copy of the Design-Build
Agreement, including all exhibits, attachments, and other Contract Documents enumerated and
incorporateC therein.
3.3.3 Design-Builder shall provide all cost estimating and scheduling services related 10 the
construction of the Project and shall be responsible for mistakes or miscalculations of market
conditions that result in construction costs that are cont�ary to Design-Builder's budget and
pricing assumptions. Nothing herein shall relieve Des'rgn Consultant from its obligation to prepare
a design for the Project ihat is consistent with the Contract Documents.
3.3.4 llpon Design ConsultanYs reasonab(e request, Design-Builder shali provide Design
Consultant with informatian in Design-6uilder's possessfon regarding Owner's financial ability to
pay for the Services set forth in this Agreement.
3.3.5 Design-Build�r shall provide Design Consultant with the Project Schedule and
appropriate updates thereto.
3.3.6 Design-Builder sha41 provide administration of the Design-Build Agreement, and promptly
forward any communications to Owner from Design Consultant that may impact the Services.
3.3.7 Design-Builder shall Rmvide D�sign Consultant reasonable access to the ?,oject and the
Site.
3.4 Notification of Errors.
3.4.1 Design-Builder shall notffy Design Consultant of any errors, inconsistencies, or omissions
Design-Builder discovers in the Services, including any interim design submissions, Construction
Documents or other Services. Notwithstanding anything to the contrary in this Agreement, nothing
in this Agreement shall relieve Design Consuliant of responsibility for errors, �nconsistencies, or
omissians in the Services.
3.5 Attendance at Design Meetings.
3.5.1 Design-9uilde� shaA afford Design Consultant and its Design Sub-Consultants the
opportunity to attend afl necessary design meetings with Owner, Subcontractor(s) andlor Sub-
Subcontractors.
Article 4
Ownership of Work Product
4.1 Work Product.
4.1.1 See Article 22.10 of Design-Build Ayreement.
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4.2 Agreement to Grant Rfghts to Owne�.
4.2.1 Qesig� Consuttant has reviewed the Design-Buiid Agreement and is fully aware af the
ownership and property rights to use the Work Product which may be granted to Owner therein.
Qesign Consultant accepts and agrees to Owner's ownership and property rights with respect to
the Work Product contained in lhe Design-Build Agreement.
4.3 lndem�ificatlon for Use of Woric Praduct.
4.3.1 If either Design-8uilder or Design Consultant uses the Work Product on any other project,
such party agrees that it shall do so at its sole risk and wiihout liability or legal exposure to the
other party, Owner, or anyone working ihrough them. Such party further agrees that it shall
defend, indemnify and hoid harmless the other party and Owner from and against any and ali
clalms, damages, liabilities, losses and expenses, including attomeys' fees, arising out of or
resulting from such use of the Work Product on another project.
4.4 Use of Work Product On Termination or Defauit.
4.4.1 if Design-Buiider terminates this Agreement for its convenience as set iortfi in Section 7.1
hereof, or if Design Consultant elects to terminate this Agreement in accorda�ce with Sectio� 7,4
of this Agreement, Qesign Consultant, upon Design-Builder's payment in full of the amounts due
Design Consultant under the Contract Documents, grants Design-Builder and Owner the same
rights as set forth in Section 4.7.1 above to use the Work Product to complete the Project and
subsequentfy��ccupy the Project.
4.4.2 If this Agreement fs tenninated due to Design Consuttant's default pursuanf to Section
7.2 of this Agreemenf, then Design-Builder shall have the same rights as set forth in Section 4.1.1
above to use the Work Product to complete the Project and subsequently occupy the Project, and
Design-Builder and Owner shall thereafter have the same rights and obtigations as set forth in
Section 4.1.1 above. �jctwilhstand"mg the preceding sentence, if it is uitin�atefy determined that
Design Consultant was not in default, Design-Builder shaN be deemed to have terminated the
Agreement for convenience, and Desig� Consultant shall be entitled to the �ights and remedies
set fo�th in Section 4.4.1 above.
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Article 5
Time of Performance
5.1 Date of Commencement.
5.1.1 The Services shafl commence five (5) days after Design Consuitant's receipt of Design-
Builder's Notice to Proceed ("Date of Commencement") unless the parties mutually agree
othervvise in writing.
5.2 Design Sch�dule.
5,2.1 Unless a schedule fo�the execution of the Work has been attached to the Agreement as
an exhibit at the time this Agreement is executed, Design Consultant shall prepa�e and submit for
Design-Builde�'s review and acceptance, at feast three {3) days prior to tfie meeting required by
Section 2.1.5 hereof, a schedule for the execution of the Design Phase Services in accordance
with the Contract Documents. The schedule shall indicate the dates for the start and completion
of the various stages of the Design Phase Services, including the dates for the design monito�ing
and review meetings requirad herein, and the dates when Design-Builder and Owner information
and approvals are required, and shalf take into account Design-6uilder's obligations to Owner
under the Design-Build Agreement. Design-Builder and Design Consultant will jointly review
Design ConsultanYs schedule to determine whether it permits Dc�siqn-Builder ta satisfy its
obligations under lhe Project Schedule and the Design-Build Agreement. The accepted schedule
(the "Design Schedule") shall be revised as required by conditions and progress of the Project,
but such revisions shall not refieve Design Consultant of its obl`gations to perfarm `he Services in
accorda�ce with the Co�tract Documents, subject to its sights under this Ag�eement. Design-
Builder shall incorporate the Design Schedule into the Project Schedule.
5.3 Status Reports.
5.3.1 Design Cons�ltant shafl provide Design-Builder on a regular basis a status report
detailing the progress of the Design Phase Services, incluQing whether (+) the Design Phase
Services are proceeding according to the Design Schedule, and (ii� items exist which require
resolution so as not to jeopardize Design Consultant's ability to meet the dates set forth in the
Design Schedule and Design-Builder's ability to meet the Project Schedule. The frequency of the
status reports shall be established at the meeting required by Section 2.1.5 hereof.
5.4 Delays.
5.4.1 It Design ConsultanYs performance of the Services are delayed for any reason so as to
impact the Design Schedule or the ProJect Schedule, Design Consultant shall pramptly notify
Design-8uitder in writing of the cause(s� of such del�y withln sufficie�t time to permit Design-
8uiider to provide timely notice to Owner in accordance with the Oesign-Build Agreement. If the
delay is due to any act, neg{ect, or omission on the part of Design Consultant, Design Sub-
Consultants, o� anyone fo� whom they are responsible, Design Consultant shall, s�bject to any
limitations contained herein, compensate and indemnify Design-Suilder fo� all cost;,, damages,
and expenses arising from such delay. If the delay is caused by Desigr�Builder, the Design
ConsultanYs Fee and the �esign Schedule shall be adjusted to compensate Design Consultant
for the effects, if any, of the delay, subjecf to a�y limitations contained he�ein.
5.4.2 13otwithsianding any oiher provision to the contrary, any deiay and resulting damages
ihat arise out of, or retate ta, problems caused by Owrtier ar for which Ovmer is respons+ble st�a11
be resolved pursuant to Section 11.3 hereof.
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Article 6
Design Consultant's Compensation
6.1 Design Consultant's �ee:
6.1.1 Design Consultant's Fee shail be the compensation due Design Consultant for the
performance of the Services, including all Design Phase Services, Construction Phase Services,
and Addilionai Services, and for Reimbursable Costs, al4 as set forth 'rn this Agreement. Unless
otherwise provided in the Contract Documents, the Design ConsultanYs Fee is deemed to include
all sales, use,consumer and other taxes mandated by applicable Legal Requirements.
6.1.2 Design Consultant wiil be compensated One Million Two Hundred Seventy-Five
Thousand DoNars ($1,275,000) for the Pre-Award Services, Design�Phase Services, and
Construction Phase Services inclusive of survey, iayout and as-built drawings (to the extent
required by the �rvner}. Any Additional Services anci Reimbursable Costs, if any, wi!{ be paid as
set fQrth in Exfiibit B. Design Consultant may invoice for its Pre-Award 5ervices following
issuance of Notice to Proceed in an amount not to exceed Thirty-Eight Thousand Sixty-Nine
Dollars (538,069j.
6.2 Applicatfons for Payment.
6.2.1 Beginning with the first month after the Date of Commencement, Design Consultant shall
submit on the frfth (5"') day of each month for Design-6uilder's review and approval, Design
Consultant's certified Application for Payment requesting payment ior all Services perfom►ed as
of the date of the Application for Payment. The Application fo�Payment shali be accompanied by
atl supporting documentat+on required by the Cti�tract Documents andfor established at the
meeting required by Section 2.1.5 hereof. Once approved, Design-Builder will submit Design
ConsultanYs Applicatian for Payment to Owner with Design-Builder's apptication.
6.2.2 The Application for Payment shall constitute Design ConsultanYs representation that (i)
the Services have been performed consistent with the Contraci Documents, (ii)the Services have
progressed to the point indicated in the Application fof Payment, (iii) Design Sub-Consultants
have been paid all amounts previously received by Design Cansultant on account of thei�
services, and (iv) there are no claims, obligations or liens outstanding or u�satisfied for labor,
services, taxes, ar other items performed, furnished, or incurred for or in connection with the
Services.
6.2.3 Design-Builder shail make payment on Design Consultant's propesly submitted and
accurate Application for Payment wsthin three (3) days after Design-Builder's receipt ot payment
from Owner on accou�t of Design Consultant's monthly Application for Payment, but in each case
less the iotal of payments previously made, and less amounts prope�ly withheld hereunder.
6.3 Retainage on Applications for Payment.
6.3.1 Design-Builde� will not retain any funds from Oesign Co�sultant's Applica6ons far
Payment unless Owner is retaining funds from Design-�uilde�s progress payments for the
Services, and then anly in the same amount or percentage retained from pes+gn-Builder's
progress payments as set forth in the Design-Suild Agreemeni. Unless mutually agreed othervvise
between the parties, retainage (if applicable) wiN be released to Design Gonsuttant within three
(3)days after Design-6uilder's receipt of such retained amounls from Owner.
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6.4 Withholdfng of Payments.
6.4.1 If Design-8uiider determines that Design Consultant is not enlitled la all or part of an
Application for Payment, it wi{{ notify Design Consultant in writing at feast flve (5}days prior to the
date paymeni is due. The not�ce shalf indicate the specific amou�ts besign-Builder intends to
withhold, the reasons and contractual basis for the withholding, and the specific measures qesign
Consultant must take to rectify Design-Buiider's concerns. Design-Builder and Design Consultant
wiil aitempt to resolve Design-Bu�der's concerns prio� to the date payment is due. If the parties
cannot resolve such concerns, Design-8uilder shall pay Design Consultant the uncontested
amount of the Applicatian far Payment, and Design Consultant may pursue its rights under the
Contract Documents, inciuding those under Article 11 hereof.
6.5 Final Payment.
6.5.1 At the time Design Consultant submits its final Application for Payment to Design-Builder,
Design Consultant shall provide (i) all deliverables required by the Contract Documents; (ii) an
a�davit that there are no claims, obligations ar liens outstanding or unsatisfied for or in
connection with the Services which wiil in any way affect Design-Builder's ar Owne�'s interests;
(iii) a general release executed by Design Consultant waiving, upon receipt of final payment by
Design Consultant, all claims, except those claims previous(y made in writing to Design-Builder
and remaining unsettled at the time of�nal payment; and (iv} ce�tificates of insurance con�rming
that required coverages wi11 remain in effect consislent with the requirements of the Cantract
Documents. Design-Buitder shall maks payment on Design Consultant's properfy submitted and
accurate final Application for Payment within ten (10) days after Design-Buiide�'s receipt of final
payment from Owner on account of Design ConsultanYs final Application for Payment, provided
also that Design Consultant has satisfied the requirements for final payment set forth herein.
6.6 Pay When Paid.
6.6.1 Design Consultant agrees that at( payments to pesign Consultant hereunder, whether
progress or final payment, or for changes or defays to the Services, shaU not be due u�til afte�
Design-Builder actually receives payment on account of same from Owner. Notwithstanding the
preceding sentence, Design-8uilder shail pay Design-Consuftant within a reasonable time if it has
not been paid by the Owner unless the Owner's failure to pay the Design-Builder is caused by the
Design ConsultanYs faifure to perform in accordance with this Agreement.
6.7 fnterest.
6.7.1 Payments due and unpaid under this Agreement shall bear interest commencing five (5)
days after payment is due at the rate of four and one-half percent(4.5%)per annum.
6.8 Oesign Consultant's Payment Obligations,
6.8.1 Design Consuttant will pay Design Sub-Consult�nts, in accordance with its contractual
obligations to such parties, all the amounts Design Consultant has received from Design-Builder
on account of their services. Design Consultant wi11 impose similar requirements on Design Sub-
Consuttants to pay those parties wit� whom they have contracted. Design Consultant will
indemnity and defecxi Owner and Design-8uilder against any c{aims for payment and mechanic's
liens, provided DesigR-Buiider is not in breach of its contractual obligations to make payments to
Design Consuliant for its Services.
6.9 Record Keeping a�d Finance Controls.
6.9.i Design Consuhant shall keep fufl and delaiied accounts and exercise such controls as
may be necessary fof proper financial manageme�t, �sing accountmg.and control systems in
�
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accordance with generally accepted accounting principles and as may be provided in the
Contract Documents. During the performance of the Services and for a period of three (3) years
after fina! payment of the Services or such longer period as set forth in the Design-Bui1d
Agreement for the review of Design-Builder's records, Design-Builder and Design-Builder's
accountants shall be afforded access to and the right to audit from time-to-time, upon reasonable
notice, Design ConsultanYs records, books, cartespondence, receipts, subcontracts, purchase
orders, vouchers, memoranda and other data relating to the cost of performing the 5ervices,
including changes in the 5ervices, and reimbursable expenses a{{ of which Design Consultant
shall preserve for a period of three(3)years after final payment. Such inspectior► shall take place
at Design Consultant's o�ces during normal business hours unless another location and time is
ag�eed by the parties. Any fee (that is either a lump sum or percentage of construction cost},
multipliers or markups agreed to by the Design-Buiider and Design Consultant as part of this
Agreement are only subject to audit to confirm that such fee, multiplier or markup has been
charged '+n accocdance with this Agreernent, with the composit+on o( such fee, multip4ier or
markup not being subject to audit.
Article 7
Termination and Design Consultant's Right to Stop Services
7.1 Qestgn-Builder's Right tv Tsrminate for Convenience.
7.1.1 If Owner terminates Design-Builder for any reason, then Design-Builder may tertninate
this Agreement. In such event, Desigr-Builder shall pay Design Consultant only thc•se amounts
Design-Builder actually receives from Owner on behalf of Design Consultant. Notwithstanding the
preceding sentence, in the event the Design-Builder does not receive any compensation from the
Owner because the Design-Builder was terminated far default, the Design-Buiider is obligated to
pay the Design Consultant for all services performed by the Design Consultant prior to receiving
notice of the termination, providing that the Design-8uilder's default was nat caused by the
Design Consultant's failure to perform in accordance with its obligations.
7.2 Design-Builder's Right to Terminate for Cause.
7.2.1 If Oesign Co�sulta�t persistently faifs to (i) comply with applicable Legal Requirements,
(ii) timely pay, without cause, its Design Sub-Consultants, (iri) prosecute the Services with
promptness and diligence so that the Seroices are completed by the times set forth in the Design
Schedule or the Project 5chedule, (iv) provide qualified, licensed design professionals, or (v)
perform materia) obligaiions under the Contract Documents, then Design-Builder shall have the
rights, in addition to any other�ights and remedies p�ovided in the Contract Documents o� by law,
set forth in Sections 7.2.2 and 7.2.3 below. Howeve� no rights and remedies shal! be enfo�ced
unless Design Consultant fails to cxire per the procedures below.
7.2.2 Upon the occurrence of an event set forth in Section 7.2.1 above, Design-Builder may
provide written notice to Design Censultant that it intends to terminate the Agreement unless the
problem cited is cv�ed, or commenced to be cured, witfiin seven (7) days of Uesign ConsultanYs
receipt at'such notice. 4f Design Consultant fa+ls to cure, ot reasoriably commence to cure, such
problem, then Design-Buitde�may give a second rvritten notice to Design Consultant of its intent
to terminate within an additional seven (7) day period. If Design Consultant, within such second
seven (7) day period, fails to cure, or reasonably commence to cure, such prot�em, then Design-
Builder may declare the Agreement terminated for default by providing written notice to Design
Consultant of such declarailon.
1.2.3 Upon declaring the Agreement teRninated pursuant to Section 7.22 above, Design-
Builder may complete the Services in whatever fashion it deems most efficient, and shaH have the
right to use the exisling Work Product for purposes of completing the Rroject, subject to Section
DBIA Document No.540-As Modifled(07-15-17){Wes1 Ave.(T90} �^�
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4.4 above. To the extent Design-Builder has been adversely impacted by Design Consultant's
default and termination, Design-Builder shaf� be entitled to recover against Design Consultant all
of Design-Buifder's costs. Such costs and expense sha(I include not only the cost of completing
the Services, but also {osses, damages, costs and expense, including attorneys' fees and
expenses, incurred by Design-Builder in connection with the reprocurement and defense of
claims arising from Design Consultant's default, subject to the waiver of consequential damages
set forth in Section 11.7 hereof.
7.3 Design Consultant's Right To Stop Services.
7.3.1 If {i) Owner fails to pay amounts due Design-Builder under the Uesign-Build Agreement
for Services performed by Design Consultant, such failure is not due to the fautt of Design
ConsuHant, and Design Consultant has not been paid such amounts due, or (ii) Design-Builder
fails to pay any amounls due Design Consultant under this Agreement, Design Consultant may,
in addition lo any other rights afforded undsr the Contract Documents or at law, stop work in
accordance with Section 7.3.2 below. Nowever no rights and remedies shafl be enforced unless
Design-Bui4der faifs to cute per the procedures below.
7.3.2 Should either of the events set foRh in Section 7.3.1 above occur, Design Consultant has
the right to provide Design-Bu(Ider with written notice that Oesign Consuftant wil! stop woric unless
said failure to pay is c�red within seven (7j days from Design-8uilder's receipt of Design
Consultant's notice. 1f Design-Builder does not cure the problem within such seven{7) day period,
Design ConsUltant may stop wortc. 1n such case, Design ConsultaM shaN be entitled t , make a
claim for adjustment to the Design 4onsultant's Fee and the Design Schedule to the extent it has
been adversely impacted by such stoppage. 7o the extent Design-Builder's failure to pay is
related to a dispute between the parties, the dispuke wiil be resolved in accordance with Article
11, and the parties will continue performance in accordance with Section 11.6.
Y.4 Design Consuttant�s RiQt t to Terminate for Cause.
7.4.1 pesign Consultant in addition to any alher �ghts and remedies afforded unde� the
Contract Dacuments or at faw, may terminate tfie Agreement for cause in accordance with this
Section 7.4.2 if Design-Builder has failed to cure the problems set forth in Section 7.3.2 within
thirty(30)days after Design Consuftant has stopped work.
T.4.2 llpon the occurrence of the event set forth in Section 7.4.1 above, Design Consultant
may provide written n�tice to Design-Builder that i1 inte�ds to teRninate the Agreemenl un4ess the
problem cited is cured, �r commenced to be cured, within seven (7) days of Design-Buifder's
receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure, such
problem, then Design Consultant may give a second written notice to Design-Builder of its intent
to terminate within an additional seven (7) day periad. If Design-Builder, within such second
seven (7) day periad, faiis to cure, or reasonabfy commence to cure, such problem, t`�en DeSign
Consuftant may declare the Ag�eement terminated for default by providing vv�itten notice ta
Design-Builder of such declaration.
7.5 Bankruptcy of Design-Builder or Design Consultant.
7_5.1 tf either Design-8uilder or Design Consuitant institutes or has instituted against it a case
under the United States Bankruptcy Cade(such party being referred to as the"Bank�upt Party"),
such event may impair o�frustrate ihe 6ankrupi Pari+fs ability to perform its obligations under the
Contract Documents.Accordingty, shouid such event occur:
7.5.1.1 The Banluupt Party, its trustee or other success�r, shall fumish, upon request of
the non-Bankrupf Party, adequate assurance of the abitity of the Bankrupt Pa�ty to
perform all future material obfigabons under the Contract Documents, which ass�rances
,'\
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shall be provided within ten (10)days after receiving notice of the request; and
7.5.1.2 The 8ankrupt Party shail tile an app�opriate action within the bank�uptcy court to
seek assumption or rejection of the Agreement within sixty (6U) days oi the institution of
the bankruptcy filing and shall diligently prosecute such action.
If the Bankrupt Party fails to comply with its foregoing obligations, the non-Bankrupt Party
shail be entitled ta request the bankruptcy court to reject the Ag�eement, declare the
Agreement terminated and pursue any other recourse available to the non-Bankrupt
Party under this Artic(e 7.
7.5.2 7he rights and remedies under Section 7.5.1 above shall not be deemad to limit the
ability of the non-8ankrupt Party to seek any other rights and remedies provided by the Contract
Documents or by law, including its ability to seek relief from any automatic stays under the United
States Bankrupicy Code.
/�t"�IC�@ $
Representatives of the P'arties
8.1 Design-Builder's Representatives.
8.1.1 �esign-8uifder designates the individual listeci below as its Senior Represenlative
("Design-Builder's Senior Representative"), which individual has the authority and responsibi4ity
for avoiding and resolving disputes under Section 11.4 hereof: pdent�y i„dM�dua�'s name, nt�e, adaress
and telephone numbersJ
Michael Fischer, C00 or Daniel Mancini, President
Ric-Man ConstrucCbn Florida, Inc.
8.1.2 Design-Builder designates the individual listed below as its pesign-Builder's
Representative, which individual has ihe authority and responsibility set forth in Section 3.2
he�eOf: (Identiiy indlvidual's name, ti��e,address and tetephone numbers)
Albert Dominguez, Project Manager
1001 No�th America Way, Suite 201
Miami, FL 33132
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8.2 Design ConsultanYs Representatives,
8.2.1 Design Consuitant designates the individual listed below as its Senior Representative
("Design CansultanYs Seniar Representative"), which individual has the authority and
responsibility for avoiding and resolving disputes under Section 11,4 hereof: {tdencrry individusrs
name,tifle,address and te/ephone numbers)
Luciano Perera
B.2.2 Design Consultant designates the individual listed below as its Design Consultant's
Representative, which individual has the authority and responsibility set forth in Section 2.4.2
hereof: (�dentr�y indtvidual's name, ti(!e,address end telephone numbers)
Fernando Vazquez, P,E.
Article 9
Insurance
9.1 Design Consult:.nYs Insurance Requlrements.
9.1.1 Design Consultanl is responsible for procuring and maintaining, from insurance
companies authorized to do business in the state in which the Project is located, the insurance
coverages set fo�th in Append�x G of the Design-Build Agreement, with the minimum ratings set
fcrth in �aid appendix, for certain claims •�rhich may arise from or out of the performance of this
Agreement and the obligalions under the Contract Documents.
9.1.2 Design Consultant shall require its Design Sub-Consultants to procure and maintain,from
insurance companies authorized to do business in the state in which the Project is located, the
insurance coverages set forth in Appendix G of the Design-Build Agreement.
9.1.3 Design Consultani's and its Design Sub-Consultants' insurance coverage set forth in the
Appendix G of the Design-Buitd Agreement shatl specifically delete any design-build or similar
exciusions that could compromise coverages because of the design-build delivery of the Project.
9.1_4 To ihe extent Design-Builder requires Design Consultant to provide professional liability
insurance for ctaims a�ising trom the negligent performance of design services by Design
Consultant ar Design Sub-Consultants, the coverage limits, duration and othe� specifics of such
ihsu�ance shall be as set forth Apaendix G of the Design-6uild Agreement. Such policies shall be
provided pnor to the commencement of a�y design services hereunder.
9.1.5 Prior to commencing a�y serv"�ces hereunder, Design Consuitant sha11 provide Design-
Bui4der with cest�cates evidencing that (i) all insurance obligations requited by the Contract
Documents 2re in full fo�ce and in effect and will remain in effect for the duration required by the
Contract Documents and (ii) no insurance coverage will be canceled, renewal refused, or
materialiy changed unless at teast thirty(30}days prior written notice is given to Design-Builder.
9.1.6 Except as otherwise stated in Appendix G of the Design-Bu�d Agteement and except for
Design ConsultanYs professional fiabiiity insurance and workers compensation insurance, ihe
insurance pol+cies �equired herein shaA list Design-Builder, and all othes entit�es required by the
Contract Documents, if any, as an additional insured.
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9.1.7 If any of the foregoing insurance coverages are required to remain in force after final
payment, an additional certificate evidencing continuation of such coverage shall be submitted
with the final Application for Payment.
9.2 Walver of Subrogation.
9.2.1 Design-6uilder and Design Consuitant waive against each other and Owner, Design Sub-
Consultants, Owner's separate contractors, Subcontractors, Sub-Subcontractors, agents and
employees of each and all of them, all damages covered by property insurance provided herein,
except such rights as they may have to the proceeds of such insurance. Design-Builder and
Design Consultant shail, where appropriate, require similar waivers of subrogation from Design
Sub-Consultants and 5ubcontractors and shaU require each of them to include similar waivers in
their contracts. These waivers of subrogaGon shall nat contain any reslriction or limitation that will
impair the full and compiete exlent of its applicability to any person or entity unfess agreed to in
writing pfior to the execution of this Agreement.
Articie 10
Indemnification
10.1 Patent and Copy�ight infringement.
1�.1.1 Qesign Consultant shall defend any action or proceeding brought against Owner or
Design-Builder based on any claim that the Project, or any part thereof, or the operation or use of
the Project or any part thereof, constitutes infringement of any United States patent or copyright,
now or hereafter issued. Design-Builder shall give prompt written notice t�Desic�n Consulta�t of
any such action or pror.eeding and will reasonably provide auihority, infiormation and assistance
in the defense of same. nesign Consultant shall indemnify and hold harm{es� Gdvner and Design-
Builder from and against all damages and costs, including but �ot timited io attorneys' fees and
expenses awarded against Owner or Design-Builder in any such action or proceeding. Design
Consultant agrees lo keep Design-Builder informed of all developments in the defense of such
actions.
10.1.2 If Owner is enjoined from the operati�n or use of the Projecl, or any pa�t thereof, as the
resuft ot any patent or �opyright suit, claim, or proceeding, Design Consu�tant shall at its sole
expec�se take �easonable steps to procure the right to operate or use the P�oject, o� applicable
part thereof. If Design Consultant cannot so procure such right within a reasonable time, Design
Consultant shall promptly, at Design Consultant's option and at Design ConsultanYs expense, (i)
modify the Project, o� applicable part thereof, so as to avoid infringement of a�y patents, or
copyrights, or (ii) �eplace said work with work that does not infringe or vioiate �ny such patenl or
copyrighi,and is consistent with the Cor�tract Documents.
10.1.3 Sections 10.1.1 and 10.12 above shall not be applipble to any suit, claim or proceeding
based on infringement or vivlation of a patent or copyright(i�relating solely to a particular process
or p�oduck of a parGcular manufacturer specified by Owner or Design-Builder and not offered or
recommended by Design Consuttant to Owner or Design-Builder;or(ii)arising firom modifications
to the Project by Owner or Design-8uiider after acceptance of tlie Project. If the suit, claim or
prflceeding is based upon evsnts set farth in the preceding sentence, Design-Buildec shaA
defend, indemnify and hold ha�mless Design Consulta��i Io the same extent Design Consultant is
obligated to defend, indemnify and hold harmless Design-Buiider in Section 10.1.1 above.
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10.1.4 The obiigations set forth in this Section 10.1 shail constitute ihe sole agreement between
the parties relating to liability for infringement or vioiation of any patenl or copyrighl.
10.2 Deslgn ConsultanYs General Indemnificatlon.
10.2.1 Design Consultant, to the fullest extent permitted by law, shail indemnify and hold
harmless Owner, Design-Builder and their officers, directvrs, employees and agents from and
against losses, and damages, including attorneys' fees and expenses, for bodily injury, sickness
or death, and property damage or destruction (other than to the Work ilseVf)to the extent resufting
fram the negligent acts or omissions of Desfgn Consultant, anyane emp4oyed directiy or indirectty
by any of them or anyane for whose acts any of them may be liable.
10.2.2 If an employee of Design Consultant, anyone employed directly or indirectly by Design
Consultant or anyone for whose acts any of them may be liable has a claim against any party
indemnffied pursuant to Section 10.2.1 above, Design ConsultanYs indemnity obligation set forth
in Section 102.1 above shall not be limited by any limitation an the amount of damages,
compensation or benefits payable by or for Design Consuftant, o� other entity unde� any
employee benefit acts, including workers'compensation or disability acts.
10.3 DesigrnBuilder's General Indemniflcation.
10.3.1 Design-Bui{der, to the fullesl extent permitted by law, shal{ indemnify and hold harmVess
Design Consultant and its officers, directors, employees and agent� from and against losses and
damages, including attorneys' fees and expenses, for bodily in�ury, sickness or death, and
property damage or destruction (other tha� to the Work itself) to the extent resulting from the
negligent acts or omissions of Design-Builder, anyone employed directly or indirectly by Design-
Builder or anyone for whose acts Design-Builder may be liable.
10.3.2 (f an emp4oyee of Design-Suilder, anyone employed d'+rectly or i-riirectly by Design-
Builder or anyone for whose acts Design-Builder may be liable has a claim against any pa�iy
indemnified pursuant to Section 10.3.1 above, Design-BuildePs indemnity obligation set forlh in
Section 10.3.1 above shall not be limited by any limitation on the amount of damages,
compensation or benefits payable by or for Design-Builder or other entity under any employee
benefit acts, including warkers'compensalion or disability acts.
Article 11
Contract Adjustments and Disputes
11.1 Requests for Contract Adjustments and Relief.
11.1.1 ff either Design Consuftant �r Design-Bui►der believes that i! is entitled to reliei against
the other for any event arising out uf or related to the Services or the Project, such party shatl
provide written notice to the othe�party of the basis for its claim for relief. Such notice shafl be in
accordance with specific notice requiremenls contained in applicable sections of the Contract
Documents a�d, if possible, be made prior to incurring any cost or expense. Design Consultant
shall provide Design-Builder written notice of claims for which Owner may be responsible,
inciuding but not limited to changes in the 8asis of Design Documents, in sufficient lime for
�esign-Builder to m�et its notice requirements to Owner set torth in the Contract �cuments. In
the absence of any spec�c natice requirement, written notice shalf be given within a reasona6le
time,not to exceed ten(10)days, after the occurrence givir�g rise to the claim for relief or after the
claiming party reasonably should have recognized the event or c�diiion giving rise to the
requesl, whichever is later. Such notice shall be in accordance with the Contracl Documents and
.
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shail inciude sufficient informaiion to advise the other parry of the circumstances giving rise to the
c4aim for relief, the specific contracival adjustment or retief requested and the basis of such
request. Design Consultant shall comply with all documentation requirements set forth in the
Design-Build Agreement when submitting its claim to Design-Builder.
11.2 Dispute Avoidance and Resolution.
11.2.1 The parties are fu{fy commitled to working with each other throughout the Project and
agree to communicate regulariy with each other at atl times so as to avoid or minimize disputes or
disagreements. If disputes or disagreements do arise, Desig� Consultant and Design-8uilder
each commit to resolving such disputes or disagreements in an amicable, professional and
expeditious manner so as to avoid unnecessary losses, delays and disruptions to the Services.
11.3 Disputes Involving Owner.
11.3.1 To the extent a claim, dispute or controversy arises out of, or relates to, problems caused
by Owner or for which Owner is responsible ("Owner Disputes"), such Owner Disputes shall be
resoived p�rsuant to the dispute resalution clause set forth in the Design-Build Agreement. Both
Design-Builder and Design Consultant agree to cooperate in the presentatfon and prosecution or
defense of Owner Disputes. If, after a request for an extension of 6me or additional compensation
from Design Consultant, Design-8uilder believes lhat 1he event causing the deiay or additional
compensation is the responsibility of Ownef, then Design-$uilder will coopefate with and assist
Design Consultant in presenting a request for an extensian cf time or additional compensation to
Owner. Notwithstanding the above, Design-Builder reserves the right not to submit a claim to
Owner. In such cases, the claim shall be resolved pursuant to Section 11.4.
11.3.2 Notwithstanding any other provisions herein to the contrary, Design-Buiider and Design
Consultant each agree to accept the re4ief as to a time extension or add'+tional compensation
obtained from Owner, if any, as well as all other aspects of the final decision following appeal or
the expiratio�of the time for appeal, as full and final resolution of any Owner Dispute.
11.3.3 If Design-Buiider asserts a claim against Owner involving Design Consuitani, each pa�ty
shali bear ils own costs for outside counsel and third-party consuttants retained to prosecule
claims against Owner a�d for any other litigation costs. Each party shall present its portion of the
claim to Owner.
11.3.4 tf Owner coniends that the Contract Documents have been breached, or otherwise
asserts a claim or set-off against Design-Builder, the parry determined to be responsible for the
breach either by settlement or by the trier of fact shall be responsible fo�all costs occasioned by
the breach, inc{uding counsel and fitigation costs, if the trier of fact fa�s to determine the relative
deg�ees of fault of Design-Builder and Qesign Consultant in connection with any claim by Ownec,
then Design-Builder and Design Consuttant agree that the allocation of fauR shall be determined
pursuant to Section 11.4.
i1.4 Disputes Not lnvolving Owner.
11.4.1 Fo� a�y claim, dispute o� caitroversy not ansi�g out of, or relating to, p�oblems caused
by Owner or for which Owner is responsible, Design Co�sultant and Design-Builder will first
ariempt to resolve such claim, dispute or controversy at the field level through discussions
between Design-Builder's Representative and Design ConsultanYs Representative.
11.4.2 If a claim, dispute or coniroversy cannot be resofved lhrough Section 11.4.1, Design-
Builder's Seniw Representative and Design Coc�sultan!'s Sen+or Representat+ve, upon the
�equest of either party, shall meet as soon as convenie�tly possible, but in na case later than
thi�ty (30) days afte� such a request is made, to attempt to resolve� uch daim, dispute or
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controversy. Five (5)days prior to any meetings between lhe Senior Representatives, the parties
will exchange relevant information Ihat will assist the parties in resolving the claim, dispufe or
controversy.
11.4.3 tf after meeting the Senior Rep�esentatives determi�e that the claim, dispute or
controversy cannot be resolved on terms satisfactory to both parties, the parties shall submit
within thirty (30) days of the conclusion of the meeting by Seniar Representatives the claim,
dispute or controversy to non-bindfng mediation. The mediation shall be conducted by a mutually
agreeable impartia! mediator, or ff the parties cannot so agree, a mediator designated by the
American Arbitration Association ("AAA"} pursuant to its Construction fndustry Mediation Ruies.
The mediation will be govemed by and conducted pursuant to a mediation agreement negot'sated
by the parties or, if the parties cannot so agree, by procedures established by the mediator.
Unless otherwise mutually agreed by Design-Builder and Design Consu(tant and consistent with
the mediator's schedule, the mediation shall commence within ninety(90) days of the submission
of the dispute for mediation. Persons with authority to resoive the dispute shall be present at the
mediation.
11.5 Arbitration
11.5.1 Any ctaims, d'rsputes or controversies between the parties arising out of or reiating to the
Agreement, or the breach thereof, which has not been resolved in accordance with the
procedures set forth in Section 11.4 above, shall be decided by arbitration in a�ordance wilh the
Construction Industry A�bitrati�n Rules of ihe AAA then i� effect, unless the parties mutuaUy
agree otherwise.
11.5.2 7he award of the arbitrator(s) shali be final and binding upon the pa�ties without the right
ot appeal to the courts. Judgment may be entered upon it in accordance with applicable law by
any court-having jurisdiction thereof.
11.5.3 Design Consultant and Design-Builder expressly agree that any arb'rtration pursuant to
this Section 11.5 may be joined or consolidated with any arbitration involving any other person or
entity (ij necessary to resolve the claim, dispute or controversy, or(ii) substantially invalved in or
affected by such claim, dispute or controversy. Both Design-Builder and Design Consultant will
include appropriate provisions in all ovntracts they execute with other pasties in connection with
the Project to require such joinder or consolidation.
11.5.4 The prevailing party in any arbitration, or any other final, binding dispute proceeding upon
which 1he parties may agree, shall be entitled to recover from the other party reasonable
attorneys'fees and expenses incurred by the prevailing party.
11.6 Duty to Continue Performance.
11.6.1 Unless prov:ded to the contrary in the Contract Documents, Design Consultant shall
confmue to perform the Services and Design-Builder shall continue to satisfy its payment
obligations to Design Consuttant, pending the finaf resolution of any dispute or disagreement
between Design-Builder and Design Consultant.
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11.7 CONSEQUENTIAL DAMAGES,
11.7.1 NONYITNSTANDING ANYTHING HEREIN 70 THE CONTRARY (EXCEPT AS SET
FORTH IN SECTION 11.7.2 BELOWj, NEITHER DESIGN-BUILDER NOR DESIGN
CONSULTANT SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL LOSSES OR
DAMAGES, WHETHER ARISING IN CONTRACT, WARRANTY, TORT (INCIUDING
NEGLIGENCE), STRICT LIABILI7Y OR OTHERWISE, INCLUDING BUT NOT LIMITED TO
LOSSES OF USE, PROFITS, BUSINESS, REPUTATION OR FINANCING.
11.7,2 Notwithstanding Section 11.7.1 above, Design-Builder shall be entitled to recover against
Design Consultant (i) any fiquidated damages that Owner may assess against Design-Builder
which are attributable to Design Consultant, even though both parties recc�gnize that such
iiquidated damages may inciude some damages that might otherwise be deemed to be
consequential and (ii) consequential damages that may be imposed upon Design-Buiider by the
Design-Build Agreement.
Article 12
Miscellaneous
12.1 Assignment.
12.1.1 Neither Design Consultant nor Design-Builder shall, without the written consent of the
other, assign, transfer o- sublet any portion or part of the Services or the ob{igations required by
the Contract Documents.
12.2 Successorship.
12.2.1 Design-Builder and Design Consuitant intend that the provisions of the Contract
Documents are binding upon the parties, their employees, a�ents, heirs, successors and assigns.
12.3 Governing Law.
12.3.1 The Agreement and all Contract Documents shall be governed by the laws of the place of
the Project, without giving efFect to its conflict of law principles.
12.4 Severability.
12.4.1 If any provision or any part of a provision of the Contract Documents shall be finally
determined to be superseded, invalid, illegal, or othen�vise unenforceable pursuant to any
applicable Lega! Requirements or court order, such determination shall not impair or otherwise
affect the validity, legality, or enforceabifity of the remaining provision or parts of the provision of
the Contract Documents, which shall remain fn ful{ fo�ce and effect as if the �nenforceab{e
provision or part were deleted.
12.5 No Wafver.
12.5.1 The faiiure of either Design-Builder or Design Consultant to insist, in any one o� more
instances, on the perfwrnance of any of the obligations requa'ed by the other under tfie Contract
Documents shall not be conshued as a waiver or celinquishment of such obligation or right with
respect to future performance.
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12.6 Headings.
12.6.1 The headings used in this Agreement, or any other Contract Document, are for ease of
reference onfy and shafl n�t in any way be construed to limit or alter the meaning of any
provision.
12.7 Notice.
12.7.1 Whenever the Contract Documents require that notice be provided to the other party,
notice will be deemed to have been validly given (i) if defivered in person to the individual
intended ta receive such notice, (ii}four (4) days aKer being sent by registered or cert�ed mail,
postage prepaid to the address indicated in the Agreement, o� (iii) if transmitted by facsimile, by
the time stated in a machine generated con�rmation that notice was received at the number of
the intended recipient.
12.8 Amendments.
12.8.1 The Conhact Documents may not be changed, altered, or amended in any way except in
writing signed by a duly authorized representative of each party.
12.9 Survival.
12.9.1 Design Cons��ltanYs obligations under this Agreemenl shalf not be released, and shall
spe�caAy survive, the completion of aU Services hereunder, final payment to Dasign Consuftant,
and the termination of this Agreement for any reason.
Articfe 13
Electronic Data
13.1 Elecfronic Data.
13.1.1 The parties recognize that Contract Documents, including drawings, specifications and
three-dimensional modeling (such as Building Information Models) and other Worlc Product may
be t�ansmitted amo�g Design-Builder, Design Consultant and others in electronic media as an
alternative to paper hard copies (collectively"Electronic Data').
13.2 Transmission of Electronic Data.
13.2.1 Design-Builder shall determine, after consu�tation with Design Consultant, the soitware
and the format for the transmission of Electronic Data. Fach party shall be responsible for
secu�ing the legal rights to access the agreed-upon format, including, if necessary, obtaining
approprrately lieensed copies of the applicable software or electronic program to display, interpret
and/or generate the Electronic Data.
13.2.2 Neither party makes any representations ar warrant�es to the other with respect to the
functionality of the software or computer program associated wfth the electronic trar►smissio� of
Work Product. Unless spec�cally set forth in the Agreement, ownership of the Electronic Data
does not incfude ownership of the software or computer program with which it is associated,
transmitted, generated or interpreted.
13.2.3 By transmittiny Work Product in electronic form, the transmitting pasty does not transfer
or assign its rights in Ihe Work Product. The r�ghts in the Elect�nic Data shall be as set forth in
Article 4 of the Agreement. Under no cMcumstances sha11 the tran er of ownesship of Electronic
oelA ooa,menc No_54�—Ils Moair�ed(07-1 s-17)(wesc ave.oso) _____ ,__ �
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Data be deemed to be a sale by the transmitting party of tangible goods.
13.3 Eledronic Data Protoco4.
13.3.1 The parties acknowiedge that Electronic Data may be altered or corrupted, intentionally
or otherwise, due to occuRences beyond their reasonable control or knowledge, including but not
limited to compatibility issues with user software, manipulation by the recipient, errors in
transcription or transmission, machine error, environmental factors, and operator error.
Consequently, the parties understand that there is some levef Qf increased risk in khe use of
Electronic Data for the communication of design and construction information and, In
consideration of this, agree, and shall require their independent contractors, Subcontractors and
Design Sub-Consultants to agree, io the following protocols, terms and conditions set forth in this
Section 13.3.
13.31 Electronic Data wili be transmitted in the format determined in Section 13.2.1 above,
including file canvenUons and document properties, unless prior arrangements are made in
advance in writing.
13.3.3 The Elect�onic Data represents the information at a pa�ticular point in time and is subject
to change. 7herefore, the parties shall agree upon protacols for notification by the author to the
recipient af any chenges which may thereafter be made to the Electronic Data, which pro2ocol
shall also address the duty, ff any, to update such information ff such information changes prior to
Final Comp{etion of the Project.
13.3.4 The hansmitting party specifically disclaims a!I warranties, expressed or implied,
including, but not limited to, implled warranties of inerchantability and fitness for a particular
purpose, with respect to the media transmitting the �lectronic Data. However, transmission of the
ElecUonic Data via electronic means shalt not invalidate or negate any duties pursuant to the
applicable standard of care with respect to the creation of the Etectronic Data, un{ess such data is
material(y changed or aftered 2ft�r it is �ransmitted to the receiving party, and the .,-ansmitting
party did not participate in such change or alteration.
13.4 In the event the Design-Build Agreement contains a provision governing Electronic Data, and
there is a conflict between 1t►e provision in the Design-Build Agreement and �is Article 13, the provision
in the Design-Build Agreement takes precedence notwithstand�ng the order o( precedence set forth in
Section 1.4.2.
Artic{e 14
Confidential Information
14.1 Confidential andlor Proprietary Information.
14.1.1 Confidential Infortna6on is defined as information which is determined by the transmitting
party to be of a confidential or prop^etary na►ure and: (i)the transmitting party identifies as either
confidential ar proprietary; (a) the transmitting party takes steps to maintain the co�ident+al or
proprietary nature of the irtformation; and (iii) the document is noi olhetwise avatlabie in or
considered to be in the pub4ic domain. The receiving party agrees to maintain the confidentiaf;iy
oi che Confidential lnformai+an and ag�ees to use the Confidential Info�malion solely in connectan
with the Project.
14.1.2 Design Consultant may receive information from Design-Builder that is either confidenlial
w proprietary to either Design-Builder or to Owne�. Such information shall be labeled as
confidential and/or proprietary. Design Consuitant agrees to maintain the confidenlial nature of
such info�makion and to execute ar►y such additional agreements as may be sequireci by Owner or
Design-Builder with respect to such i�tormation.
_\�
D9IA Doc�unenl No.540-ILs Modified(07-15-17)(West Ave.090) V� �
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14.1.3 In the event the Design-Buitd Agreement contains a provision governing Co�dential
lnforma6on, and khere is a conflict between the provision in the Design-Build Agreement and this
Article 14, the provision in the Design-Build Agreement takes precedence notwithstanding the
order of precedence set forth in 5ection 1.4.2.
Article 15
Other Provisions
15 Other provisions, if any, are as follows:
15.1 PURSUANT TO SECTION 558.0035 FLORIDA
STATUTES, THE INDIVtDUAL PROFESSIONAL EMPLOYEES
AND AGENTS OF DESIGN CONSULTANT MAY NOT BE HELD
1NDIVIDUALLY LIABLE FOR NEGLIGENCE.
15.2 Limdation of�iability. The maximum total liability of Design Corsultant to Design-Builder
fc.� any negligence, indemnity, breach of contract, error, or any act or omission aris(ng out of this
Agreement shall be the greater of the amount of the fees paid to Design Consultant under this Agreement
or Design ConsultanYs Insurance coverage, which is attached as Exhibit C.
In executing this Agreement, Design-8uilder and Design Consultant each individually reF�esents that it
has the necessary financial resources to fulfill its obligations under this Agreement, and each has the
necessary corporate approvals to execute this Agreement, and perform the Services described herein.
DESIGN-BUILDER: DESIGN CONSULTANT:
�
1�t L - e h���Yt i j y�"� l 1%+`- �� r�t �, �l4 ��•r
{Name �s�n� ifder) (Name of Design C ultant)
���� /,
J � C _�-----�
(Srgnature} ' ( r
r�+���-�r�. f r s�ut�- . � _
(Printed Name) (Print d Na e��
�4 (� t� �
(Tit/eJ (Title)
Date: 1 � z Date: �� ^',T
--�
D81A DocumeM No.540-/�5 Modifred{07-15-17)(VUest Ave.090j P
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� '
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EXHIBIT A
Scope of Work
South of 14 Street
RFP No. 2016-090-KB
The Scope of Work under this agreement shall adhere in strict accordance to the criteria specified
in the Design Criteria Package for West Ave Phase II South of 14'h Street issued by the City of
Miami Beach following the Tier II shortlist selechon of 3une 13`�, 2016 and be comprised of but
not limited to the following phases and associated tasks based on the Design Criteria Package
(DCP) and RFP Addendums issued by the City of Miami Beach.
Phases
• Preliminary Design/Agency Coordination/Peimitting and Related activities — Preliminery
plans as required by CMB, project management, initial agency coordination,
environmental pennit procurement, preliminary design submittals, owner approvals and
third-party approvals.
• Final Design, Preparation of Construction Documents and Permitting Phase — Detailed
design development, procurement and construction permits water traasmission and
collection system including appurtenances and service connections, sanitary sewer and
late:-��s, stocm water system and structures, roadway and Roadway drainage design,
Harmonization Design, highway signalization, street lightir►g, and maintenance of traffic,
striping, landscaping Land irrigation,hardscaping.
• Services during construction phase—CES will provide limited inspection services,
attendance to progress meetings, review and design interpretations,review and approval of shop
drawings,review and response to ftF1's,substantial and finai completion walk tfuoughs and final
certification as needed in coordination with Dcsign-Builder and as ddermined by the Enginocr of
Rccord. As-built drawings (redlines)shall be developed by RICMAN in the field in consultation
with CES in a timely fashion for drawing development and certification by the EOR.
CES will attend meetings as required by the City. RCFL will work to limit the frequency
of on-site attendance by CES.
• Close out Phase — final inspection, and certiftcations. RCFL will provide CES with CAD
as-builts on CES generated project drawings. These drawing will be signed and sealcd by
the EOR.
• Material testing by RCFL as required by the City or included in th�e approved QA/QC
pla�i t� be performed by a qualified sampli�l� and testing firm(s}. �CFL will pay for
material teating such as compaction,densities, and concrete strength.
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Summary of Services
1. Design Services—As-built drawings(redlines)shall be developed by RICMAN in the
field in consultation with CES in a timely fashion for drawing development. Drawings
will be signed and sealed by the EOR.
2. Permit Package(s) — Design team wi1] prepare documentation necessary to
acquire the design phase permits as ]isted in the Step II Submittal. Design tearn
will be reimbursed design phase pemut fees,if any.
� 3. Conshuction Phase Services — This includes field inspection, shop drawing
reviews, and meetings required of the engineer.
4. Survey — As per DCP, CES shall �rovide supplemental Survey Services as
dictated by EOR to comptement the City's specifically developed survey for this
project. CES will also provide horizontal and vertical control points and provide
construction survey layout for the work as specifically delineated in the DCP.
Modificarions to the construction layout resulting from changes in the design
out�ide of the specific requirements stated in the DCP shall be conducted as a
separate effort.
5. SUE / Soft Digs —The ENGINEER shall limit the exploratory efforts to up to 90
soft digs. Specific conflict location� th�t either present a clear conflict or aze
suspect enough that require further expl�ration 'via SUE/SUI maricings and soft
digs for integration into design survey base fite will be assess jointly between
EOR and Design-Builder. Modifications to the construction layout resulting from
changes in the design outside of the specific requirements stated in the DCP shall
be included as within this maximum amoun� Any additional efforts requiring
additional soft digs will be extra work under the tecros of the Design-Build
Contract.
5. Geotechnical — Fifteen (15) 30-feet-deep soii borings spaced at approximately
500-feet intervals along the proposed utility (water lines, sanitary sewers and
storm drains) installations. Any further geatechnicat investigation resulting from
request by contractor or additional field discoveries will be will be extra work
under the terms of the Design-Buiid Contract.
7. Maierial Testing. Materials testing as reyuired by Owner or included in the
approved QA/QC plan to be performed by a qualified sampling and testing firm(s)
retained by Design-Builder. CES will provide testing services as nceded if
requested on an hourly and unit rates basis. Price to conduct this price shall be
billed separately as extra work under the terms of the Design-Build Contract.
2
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8, Environmental — The DCP does not identify any potential contatninated sites
within the project area. Environmental botings for any assessments of any
identified environmental contaminated sites by the City oc others will be extra
work undcr the tetms of the Design-Build Contrect.
9. Public Outreach—RCFL will be performing the Public Outreach for this Project.
�J� _
--y �F��c Sch.����� S..bn�rf�:y ►..1�,�� �5 ne�:, u�y�.��' cf+la D
't c�5[c�-N �
CC n'�1 P C�� � ,
Deltverables: The parties recognize that the Design Consultant will need additinnal reasonable /�
time to conduct the necessary prior due diligencc, included but not limited to utility exploration, �
city survey review, subsurface and geological investigabons, as well as any other industry pre-
design efforts cousistent with normal engineering pnctices prior to beginning the design effo�
for each of the design packages n _
- . The Engineer and the Design-Builder agree
to work and cooperate together in a timety fashion to ensure the proper due diligence is
conducted to ensure a successful initiation of the design and that dea':red time(ines are met.
rty��.��
—'�'���
Scope of Services:
Underground
The C�S seope ui work, in accordance with d�e Step 2 submittal package, the City's DCP, and
the Design-B�ifd Agreerneut.
1. Design of water mains, valves, fire hydrants, water and fira services, coanections, air
release vaives, sample points, and appurtenances. Pipe si2es are in accordance with City
mandated pipe sizes and criteria.
2. Desigr: of sanitary sewers, services laterals to d�e ROWlproperty line, sewer �nanholes,
and eonnections to existing City sanitary sewcrs. Pipe sizes are in accordance with City
mandated pipe sizes and criteria.
3. Design of stormwater sewers, conneetion boxcs, manhales, curb inlet connection pipe,
and private property drain pipe, ai�d appurtenances. Pipe sizes are in accordance with City
mandated pipC sizes ai�d criter'ta.
4, pesi�n Team pro}ect managetnent, design submittal QAlQC, coordivation for pennitting,
and coordination with City project manager concerning design.
Roadwa}� Design
Sugplemental Surveying Services /
3
/
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The scope of services and for the land surveying component will include verification of all
horizontal and vertical control provided to the Design Build Finn (DBF) by the City of Miami
Beach as indicated in the DCP.
• Review and venfication of City provided survey(Maser)
• Surveying of SiJFJSUI markings and soft digs for integration into design survey
base file. This work will include surveying location of soft digs in the rights-of-
way areas at areas of potential conflicts between existing and proposed utilities.
The ENGINEER shall limit the exploratory efforts to up to 90 soft digs. Specific
conflict locations that either present a clear conflict or are suspect enough that
require further explorarion via SUE/SUI markings and soft digs for integration
into design survey base file will be assess jointly between EOR and Design-
Builder. Modifications to the construction layout resulting from changes in the
design outside of the specific requirements stated in the DCP shall be included as
within this maximum amount. Any addirional et'forts requiring additional soft digs
will be extra work under the terms of the Design-Build Contract.
• Supplemental surveying beyond City's Surveyor (MASER) efforts for engineering
design as ider►tified in the DCP throughout project limits.
• Production of discreet Special Purpose Surveys for frontage portions of individual
tax parcels (property owners) adjoining the project con-idor to form basis for
ind�vidual harmonization design agreernents.
• Construction evaluation and inspections, as zeeded and as-buiit drawings are
included in this scope of Services.
• Construction layout and line grade, stationing, horizontal and vertical coutrol by
CES. Modifications to the survey layout resulting from changes in the design
outside of the specific requirements stated in the DCP will be extra work under the
terms of the Design-Build Contract.
Roadway Design
• Prepare Plan and Profile drawings showing aIl vert_�al and �oriwntal alignment
design infom�ation, excluding utilities. Alignments shall be designed pursuant to
the Florida Department of Transportation Design Standards where applicable.
Prepare up to two (2) typical roadway cross sections sho«-ing existing and
proposed roadtivay secdons based on available information.
• P1a��s shall include all pertinent notes, details and specifications for construction.
These services wil! include plan revisions required by the penuitting process
throu�h the applicable regulatory agencies. Althou �. it may noi be required, we
a�lticipate 30°l0 {if requirecl) 6d%, 90°lo and 100% des� ubmittals to the � of
4
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Miami Beach Public Works Deparhnent. It is our understanding that the 30% that
was included in the DCP is not required to be submitted to the city for 30%review.
� Coordinate roadway design with proposed watermain, sanitary sewer and
stormwater faciliries. Watermain, sanitary sewer and stormwater facilities will be
designed by CES Consultants, Inc.
� Unforeseen conditions where it may not be feasible or practical to raise roadways
and harmonize to existing conditi�ns will be managed by the DBF and the DBF
wil[provide a directive on how to proceed with the design on the roadway.
Harmonization Design
• Prepare detailed exhibits of the proposed hartnonization� between the proposed
raised roadway and the existing driveway and pedestrian accesses for each
property.
• Each ham:onization exhibit will include:
o A detailed survey of the existing conditions and proposed improvements
within the area of the anrieipated area of reconstruction.
o Design of secondary drainage that may be required to drain the private
property to the nearest adjacent drainage system within the right-uf-way.
o All pertinent civil engineering notes, details and specifications for
construction.
o This task includes revising each harmonizarion plan an average of two (2)
times per property based on owner, city and/or cantractor's comments.
• This task includes coordinating secondary drainage design with all proposed
watermain, sanitary sewer and s`ormwater facilities.
• This task includes sketches required to gain property owner approval, however it
does NOT inctude processing the agreements.
• This task does NOT include design of hacmonization outside of the areas needed
to harmonize driveways, but includes the sketches reyuired to gain property owner
appmval.
Stormwater Managemeot
• Provide fully designed, integraied and permitted drainage system per DCP and
Design-Build Conhact.
• This task shall include assisting the City in processing an Environmental
Resources Permit throu�h the South Florida Water Manageinent District.
5
115 of 1214
Exibit A
Highway Signalization
• Analyze and prepare a set of Signalization Plans in accordance with the latest FDOT,
Mi1TCD and Miami-Dade County requirements and the DCP. The signal shall include
loop detection where appropriate and be designed with a signal operating plan (SOP) that
is coordinated with Miami Beach Transportation and Miami-Dade County Traffic Signals
and Signs Division. The new signals shall have mast atms, one at each corner; new signal
heads, pedestrian signals and detectots, a new controller cabinet, electrical service
disconnect, and illuminated street name signs.
• Analyze and design the Street Lighting and pedestrian lighting for this project. The
illumination design criteria will be in accordance with the DCP. In order to maximize
walking space within the sidewalk, RIC-MAN/CES will install the pedestrian and street
lighting potes as close as possible to the back of the sidewa(k. In areas where there is a
retaining wall, RIGMAN / CES wili transition the gravity wall to the pole case as ;.
monolithic structure that serves as a pole foundation and retaining wall. RIC-MAN !CES
will prepare a pole base detail for pedestrian and street lights using the soil parameters
depicted on FDOT Index 520, signed and sealed by a structural engineer licensed in the
State of Florida.
'�zaintenance of Tra�c (MO'1�/Phasing:
• Develop the General MOT Plans and Phasing for the City of Miami Beach permitting
based on the construction schedule. MOT plans for FDQT permits is included in this scope
of Services as required by the DCP.
Landscaping and Irrigation
Schematic Design Plans
Sehematic Design Plans consisting of drawings and other documents to define the basic ]ocation
and layout of pedestrian paving walkways, street liglit fixtures, and planting areas within the
City's right-of-way. Schematic design based on �nitial requirements stated in the DCA. Any
additional landscaping/irrigation/ hardscaping elements and other surface
features/monuments/etc. required by the City or requested by third parties will be extra work
under the tenns of the Design-Build Contract.
• PLANTING PLANS
• PRELIMINARY TREB ENCROACHMENT/ DISPOSITION PLANS
• PEDESTRIAN PAVING PLANS
• Caordiiiation with Project Team through the SUBCONSULTANT regarding
paving iocations, proposed street ligl3l and utility location. �;
:'
6
116 of 1214
Exibit A
• Meetings—as required by the DCP
Based on the approved Schemaric Design Plans, prepare Construction Documents consisting of
Drawings and Specifications setting for the in detail the requirements for the constxuction of the
Project. The Construction Documents shall include:
• PLANTING PLANS
� TREE ENCROACHMENT/DISPOSITION PLANS
� Coordination with Project Tearn through the SUBCONSULTANT regarding
paving locations, proposed street light and utility Iocations.
• iRRIGATION PLANS indicating the location and type of irrigation in all planting
areas. Specifications included.
5
Geotechnical Services
Geotogical Lnvestigation
• A geotectcnical investigation has been proposed to allow the team to understand the site-
specific subsurface conditions, finalize the design of the proposed street improvements,
and assist the design-build contractor with his proposed methods of construction pursuant
to the DCP.
• Borings sgaccd at approximately 500-feet intervals along the proposed utility (water lines,
sanitary sewers and storrn drains) installations. The information obtained from these
borings will also be used to develop geatechnical recommendations for the proposed
roadway upgrades and for pcoposed drilled shaft foundations for support of signalization
structures as needed.
Laboratory Testing
Laboratory Testing will be limited to the standard of care required to design the infrastructure
elements defined in the DCP.
Project Meetings and Inter$ction with the Design-Build Team
• Attend coordination, design, and coilstruction mectings as necessary with the design-build
team to discuss geotechnical issues and he(p expedite andJor coordinate the design and
eonstruction process in accordance with the Desig: Buiid Agreement and the DCP. CES
shal] also interact with members of the desisn-build team as necessary to address a��y
geotechnical issues. ��
7
117 of 1214
Exibit A
Vibration Monitoring
• The scope of work for this task includes vibrcitic�n monitoring during sheet pile driving, or
other construction activities that could result in vibrations that could impact adjacent
structures or facilities.
Additional Clarifications West Avenue South of 14'�Street.
• Any unforeseen conditions which may make it not fcs�sible or not practical to raisc roadways
and hacmonize to existing conditions for both properties and adjacent strcets (Alton Ct) will
be caordinatcd with the City Engineer. Any additional design efforts to harmonize unforeseen
conditions will be addressed per the Design-Build Contract.
• The ENGINEER shall utilize the Survey and respective limits provided hy the City(Maser)as
reference for harmonization design and for liceasing agreement processing.
• Special Purpose Surveys for frontage portions of individuai tax parcels (property owners)
adjoining the Project corridor to fonn a basis for individual harmanization design agreements
will be addressed per the D�sign-Build Contract.
• Any design efforts by the ENGINEER shall be kept within ihc litnits identified in the DCP.
Design efforts outside such limits arc not included as part of these Services.
• Supplementa) Survey Scrvices will be performed to obtain information stricdy required f�r
design. Supp�emental Survey Strvices do not include corrections or errors and omissions
provided by the City's Surveyor.
• ENGTNEER will begin design efforts upon receipt and vcrification of Survey to be provided
by the City(Maser).
• Feasibility analysis of typical sections along West Ave and adjacent streets are defined in the
DCP. Any additional studies such as traffic operations or trip generation analysis, field traffic
counts, mcetings with jurisdictional agencies, to further determine the feasibility of preferred
cross sections will be addressed per the Design-Build Contract,
• As per the DCP thc design effort for tha Typical Cross Section as well as any other related
engineering activities shall begin oncc the City has selected a Cross Sxtion.Tfie ENGINEER
shail not be responsible for any dclays that may affcct the timely selection by the City of the
prcferred Cross Section over and above the requuements of the schedule included under
Appendix D of the Design-Build Contract.
• The ENGINEER shall limit its efforts to the re�esign/improvement of pumping systems and
outfall pipes strictly identified within the DCP requiremcnts. Any impmvements to
pumping/outfall systems outside the prapased conveyance systems as identified in the DCP
will be addr�-ssed per the Design-Build Contract.
• The ENGINEER is not responsible for any lemporary vr pertnantnt modificatians to the
storm water system design/sequencing deviating from the L�i,P requimanents which may be
required to address flooding during construction.
• ENGINEER shall submit Eleclronic P(ans to Design-Builder and hard copies of deliverables
as required. Mylar submittals are not required.
\
8
118 of 1214
Exibit A
F�HIBIT C
INSUR.�.I�TCE
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119 of 1214
Client#: 1053638 CESCON E �
ACORD,� CERTIFICATE OF LIABILITY INSURANCE �°°""�",
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THIS CERTIfICATE IS ISSUEO AS A MATTER OF INFORMA710N ONIY ANO CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICAtE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDEO BY 7H�POLICIES
BELOW.THIS CERTIFICATE Of INSURANCE DOES NOT CONSTITUTE A CONTRACT BETINEEN THE ISSUING INSURER(S�,AUTHORIZED
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IMPpRTANT:If the certificate hotdar fs an ADDITIONAL INSURED,the pol(cy(ies)must be endoraed.If SUBROGATION IS WA►VED,subJect to
the terms and conditlons of the poilcy,certain policies may requlrr an endorsement.A statement on this certificate doac not confer rights to the
certificate halder in lieu ot sucl+endorsemeni(sf.
PRODUGER
USI Insura�ce Services, LLC� NAME
�j�°NNo.E��813 321•7500 ��,:
1715 N. Westshore Blvd. Suite 700 E�IAIL
�ADDRESS:
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CES Consultants,Inc. �NsuAeRc:XL Specialty Insuranee Company 37885
14361 Commerce Way Suite 103 Charter Oak Fire Insurance Com 25615
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Miami Lakes,FL 33016
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IN�ICATED NOTWITHSTqNDING ANY RE�UIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT 70 WHICH TNIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFOftDED BY THE POIICIES OESCRIBED HEREIN IS SUBJECT TO AlL THE TERMS,
EXCWSIONS AND CONDITIONS Of SUCH POUCIES. UMITS SHOWN MAY HAVE BEEN REOUCEO BY PAIO CLAIMS.
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120 of 1214
Exhibit B
City of Miami Beach
West Avenue Phase III
Scope of Services
August 28, 2025
Prepared By:
CONSUITpNTS
3150 Southwest 38th Avenue, Suite 450
Miami, Florida 33146
121 of 1214
Exhibit B
Table of Contents
Project Understanding 3
Engineering Services/Disciplines 3
Engineering Design and Construction Tasks 6
Task 1. Project Coordination during Design 6
Task 2. Field Studies and Data Gathering 7
Task 3. Support to Stakeholder/Public involvement 8
Task 4. Restart/Redesign Submittal 8
Task 5. Harmonization 9
Task 6. Permit Set Submittal 11
Task 7. Permit applications 11
Task 8. Bid Services and Bid Set 12
Task 9. IFC Set 12
Task 10. Engineering Services during Construction 13
Task 11. Construction Management and Inspections 14
122 of 1214
Exhibit B
CONSULiANiS
Project Understanding
At the request of the City of Miami Beach (City), CES Consultants (CES) is pleased to present this
proposal for the design and construction management of the West Ave Phase �II project. This project
had previously been under design as a design build project through Ric-Man Construction Florida before
it was halted without being completed. At this time, the project is being restarted as a design bid build
project using those previously developed drawings as the base.
As this project is restarting aher it was previously near completion, many of the design components
have already been approved in the drawings that have been submitted to the City. This set of drawings
and the associated approved design components will be referred to as the "Current Design".
In addition to taking the design to completion, CES wilt incorporate new design components outlined in
detail below.
CES shall be responsible for the design, permitting, and construction management of the West Avenue
Phase III Improvements South of 14th Street. CES will develop the following, Design Documents,
disciplines, studies, and reports to completion such that they are suitable for permitting and
construction. The scupe for all design documents will include all necessary coordination with relevant
agencies and departments and acquisition of permits necessary for construction.
The general location of the work is as follows: West avenue from 8th Street to south of 14th Street; All
side streets west of Alton Road between 8th Street and 14th Street. Areas to be affected by the
proposed improvements include the entire area within the boundaries of Alton Road to the West
between the Collins Canal and 5th Street.
Engineering Services/Disciplines
All disciplines will be taken to completion from the Current Design. Any changes to the design are
outlined below. Unless otherwise stated below, any approved design components in the current design,
will be assumed to be approved in this stage of design and be carried over.
Utility Coordination
CES will complete utility research effort through the Submittal of Sunshine 811 design tickets and
obtaining all asbuilts and utility maps for the Project Area.This information will be compiled into a utility
conflict matrix to be used for conflict identification and relocat�on. This will include coordination and
conflict resolution with each utility owner which will then be incorporated into the design. This effort
was previously performed approximately 5 years ago up until the halt of the original contract. Any newly
installed utilities will be identified and relocations will be coordinated as necessary.
Roadway
The roadway design was brought to a "permit set" level of completion in the Current Design. This effort
will be aimed towards finalizing the drawings while incorporating the following design changes
requested by the City:
123 of 1214
Exhibit B
coxs�ireats
1. Intersections will be redesigned with split pedestrian ramps to be incorporated where feasible.
Z. Medians will be raised where possible per request by Transportation department.
3. Reduce all lanes to 10 feet per request by Transportation department.
Stormwater Drainage
The Stormwater drainage plans were brought to a "permit set" level of completion in the Current
Design.This effort will be aimed towards finalizing the drawings while incorporating the following design
changes requested by the City:
1. As a result of the changes to the roadway layout, drainage structures will be relocated,
removed, or added as needed.
2. Since the project halt, DERM introduced new water quality requirements. CES will analyze the
current design and incorporate methods necessary to provide water quality to meet DERM
requirements if it is not already being met by the current design. Current methods will be
presented to DERM and documented that if they are suitable.
3. Water quality wells will be redesigned (structural) to a more universally performed construction
rr,ethod. This will be identified during the Restart/Redesign submittal and approved by the City
before being finalized.
4. Plans will he revi�ed as needed to accommodate changes ir utilities discovered during the utility
coordination phase.
Sanitary Sewer
The Sanitary Sewer plans were permitted and brought to 100�'0 level of completion in the Current
Design. This effort will be aimed towards finalizing the drawings while incorporating the following
revisions:
1. As a result of the changes to the roadway layout, structures will be reviewed for conflicts.
2. Plans will be revised as needed to accommodate changes in utilities discovered during the utility
coordination phase.
Water Main
The Water Main plans were permitted and brought to 1009'0 level of completion in the Current Design.
This effort will be aimed towards finalizing the drawings while incorporating the following revisions:
1. Plans will be revised as needed to accommodate changes in utilities discovered during the utility
coordination phase.
Street lighting
The Street lighting design was brought to a "permit seY' level of completion in the Current Design. This
effort will be aimed towards finalizing the drawings while incorporating tl-e following design changes
requested by the City:
1. Intersections will be redesigned with split pedestrian ramps incorporated where feasible. Any
modifications to street lighting will be modified as a result.
2. Modifications to cross walks, intersections, and signals per latest DTPW requirements will be
coordinated and street lighting will be modified as a result as necessary.
Pavement Marking and Signage
124 of 1214
Exhibit B
COXS�tiANiS
The Pavement Marking design was brought to a "permit set" level of completion in the Current Design.
This effort will be aimed towards finalizing the drawings while incorporating the following design
changes requested by the City:
1. CES to implement latest Transportation & DTPW requirements and abide by the most recent
approved interlocal agency (ILA) agreement obtained during the West Ave Phase II design.
Should a variance request letter or operational analysis be required, then CES will be responsible
for generating, coordinating with city departments and obtaining the required
approval/execution.
2. Intersections will be redesigned with split pedestrian ramps incorporated where feasible. Any
modifications to crosswalks, stop bars, or other pavement markings and signage will be
modified as a result.
Landscaping and Irrigation
The Landscaping plans were brought to 100% level of completion in the Current Design. This effort will
be aimed towards finalizing the drawings while incorporating the following revisions:
1. Modification� to cross walks, intersections, and signals per latest DTPW requirements will be
coordinated and landscaping plans will be modified as a result as necessary.
2. Plans will be revised as neednd to accommodate changes in utilities di�covered during the utility
coordination phase.
A tree survey will be performed to identify changes in existing trees/landscaping since the original
project pause. Subsequently a disposition will be performed by an arborist to determine if the condition
of any trees has changed. Irrigation plans were not yet completed and will be fully designed and
finalized at th�s stage of design.
Signalization
The Signalization design was brought to a "permit set" level of completion in the Current Design. This
effort will be aimed towards finalizing the drawings while incorporating the following design changes
requested by the City:
1. Intersections will be redesigned with split pedestrian ramps incorporated where feasible. Any
modifications to signalization infrastructure will be modified as a result.
2. CES to implement latest Transportation & DTPW requirements and abide by the most recent
approved interlocal agency (ILA) agreement obtained during the West Ave Phase II design.
Should a variance request letter or operationa� analysis be required, then CES will be responsible
generating, coordinating with city departments and obtaining the required approval/execution.
3. LPI at intersections
4. Mast arms will no longer be black.They will be Grey.
Maintenance of Traffic & Pedestrian Maintenance of Traffic Criteria
The Maintenance of Traffic plans were brought to a "permit set" level of completion in the Current
Design. This effort will be aimed towards developing criteria for the maintenance of traffic and
pedestrian maintenance of traffic plans to be prepared by the contractor. CES will develop a write up of
the criteria based on meetings held during the design phase with various CMB agencies and staff. CES
will also hold a pre application meeting with all relevant permitting agencies including DTPW, FDOT, and
CMB Public Works ROW.
125 of 1214
Exhibit B
cunsuiTanTs
Harmonization
The Harmonization plans were approximately brought to a 609'0 level of completion in the Current
Design though it varied depending on individual property. This effort will be aimed towards finalizing the
drawings while incorporating the following design changes requested by the City:
1. As a result of the changes to the roadway layout, HA plans near intersections will be revised to
reflect the updated sidewalk and roadway conditions.
2. Meetings will be held with residents again (details of this effort is outlined below under task 5)
and comments will be incorporated into the design.
3. Due to the time that has passed since the previous meetings with residents, the coordination
effort associated with Harmonization agreements will be performed in full.
Narrative
CES will develop a narrative to be provided to bidders that will outline requirements during construction
as they relate to:
• Construction phasing
• Access requirements for property owners and residents
• Parking
• Outdoor seating by restaurants
OPCC and Construction Schedule
CES will develop a cost estimate of the project along with a construction schedule with each submittal.
Quantity take-offs for every discipline will be provided with the cost estimate. The cost estimate will
include contingencies based on design stage and allowances for escalation and contractor overhead and
profit. These cost estimates will follow standard AACE classifications.
Engineering Services during Construction
As the project never reached construction under the original contract,this effort in its entirety is needed
under this scope of work.
Engineering Design and Construction Tasks
Task 1. Project Coordination during Design
CES will provide projeci management and oversight for the duration of the project design, bid
phases, and engineering services during construction. This task includes project overall coordination
and oversight, development and review of project documents, maintenance of th� project filling
systems for the project, execution and oversight of sub-CONSULTANT agreements, and update of
project schedule and deliverable list. CES will prepare project invoices and progress reports each
month.
Meetings
126 of 1214
Exhibii B
consu�rants
Biweekly progress meetings will be held with the City's PM and additional City staff (optional) to
discuss project progress and open action items. At the request of the City, additional staff from the
CES TEAM will attend meetings on a case-by-case basis. Up to 18 progress meetings are expected
during the design phase and are to be attended by the CES TEAM project manager and up to two
additional CES TEAM members.
Deliverables
• Agenda and Meeting minutes of Biweekly progress meetings
• Project baseline schedule (MS Project)(electronic)
• Monthly updates to project schedule(electronic)
• Progress reports and invoice (electronic)
• Open action item list (biweekly updated) (electronic)
Task 2. Field Studies and Data Gathering
Task 2.1 Development of Topo�raphical and Location SurveY
CES's Surveyor will �omplete the fielci work required to develop a site and topograF'�ic sur�ey of the
project. The limits of the survey will be the entire PROJECT AREA from right-of-way to right-of-way and
into private properties for 50 feet from the ROW. This survey will include definition of project controls
and benchmarks (vertical and horizontal), location and elevation of above-ground elements (roads,
sidewalks, trees, fences, poles, manholes, vault and valve covers, on and above the ground (electrical
lines), and underground efements including integration of information o5tained during the SUE
investigations. The trees identified in the right-of-way and adjacent private �roperties, will be surveyed
(location and chest-height diameter) and identified in a table. All trees greater than 3-inch diameter (at
chest height) or palms over 15-feet tall will be included in the survey. The survey will be submitted in a
georeferenced Civil 3D CADD drawing files. The survey will be signed and sealed by a Florida Professional
Land Surveyor, and will include:
• Above-ground features and structures
• All existing structures within the Right-of-Way (no legal bc,undary will be provided)
• Baseline control points and benchmarks
• finished floor elevation (FFE) of properties adjacent to the project area (to be
coordinated along with City to identify location of elevation)
• Elevations at entrances to residences and garages
• Trees(ID by number,then provide an electronic table with data)
• Existing gravity sanitary and storm inverts with ID numbers for each structure
• Integration of SUE information
• Location of geotechnical borings
• Survey into private properties 50 feet from the ROW line
Task 2.2 Tree Inventory and Arborist Report
CES will perform an assessment of the tree survey provided by the surveyor (correct identifications
and add descriptions, as needed) and then add a narrative and assessment on the health of the
surveyed trees as determined by a CES Certified Arborist. The deliverable would be a stand-alone
127 of 1214
Exhibit B
CQMSL'IT�XiS
report that is typically required for the CITY. The goal is to understand the existing tree canopy
including species, health and size of individual trees, establish this baseline at the outset of the
project.
Deliverable5
• Tree inventory and Arborist Report
• Coordination with the CITY Urban Forester regarding tree type and condition is
anticipated.
Task 3. Support to Stakeholder/Public involvement
Task 3.1 Support for the Development and implementation of the Public
Outreach Plan
CES will provide technical support to the CITY for and be involved in the development
and implementation of a public outreach plan and coordinate and facilitate project-
speci�c communic3tion plan. CES will collab��rate with the CITY and its �ublic
Information Team to identify communication touchpoints, tools, and methods, and
define a draft schedule for outreach activities. This plan will be used by the CITY to
implement the Public involvement and engagement. CES will attend meetings with
CITY's personnel, and key stakeholders, and develop informational materials for project
website (hosted by the CITY), postcards, newsletter(s) and/or fact sheet(s),
development of Frequently Asked Questions (FAQ), project overview video and
subsequent updates, and social media updates.
CES will support and be involved in up to 3 Public Meetings. These public will be held
during the design and pre-construction phases.
Task 3.2 Specialty�roups
CES will provide technical support to the CITY for and be involved in the development
and implementation of a special outreach program with the goal of aligning and
communicating with the specialty groups within the area.
Task 4. Restart/Redesign Submittal
CES will revise the drawings as outlined in the revised design criteria above.
Meetings/Workshops
• One pre app meeting with each permitting agency and CMB department
• One technical workshop with CMB personnel
128 of 1214
Exhibit B
ce�s��irahrs
• One pre application meeting with Design Review Board (DRB) and any follow up
presentation required by DRB order or comments
Deliverables
• Redesign/Restart Design Orawings and design reports
• Draft outline of technical specifications
• Engineer Opinion of Probable Cost (Class 4)
• Draft and Final Regulatory First Pre-Application Meeting Minutes
• All necessary materials for meetings with CMB personnel, public, and DRB
Task 4.1 Utility Coordination
Task 4.2 Roadway Restart/Redesign plans
Task 4.3 Stormwater Draina�e Restart/Redesi�n plans
Task 4.4 Water Quality Wells Restart/RedesiRn plans
Task 4.5 Sanitary Sewer Restart/Redesi�n plans
Task 4.6 Water Main Restart/Redesi�n plans
Task 4.7 Street IiQhting Restart/Redesi�n plans
Task 4.8 Pavement Markin� and Signa�e Restartf Redesi�n plans
Task 4.9 Landscapin�and Irri�ation Restart/Redesi�n plans
Task 4.10 SiAnalization Restart/Redesi�n plans
Task 4.11 Maintenance of Traffic Restart/Redesi�n plans
Task 4.12 DRB materials and preapplication meetin�
Task 4.13 Specifications
Task 4.14 Draft Narrative
Task 4.15 OPCC and Construction Schedule
Task 5. Harmonization
Task 5.1 Harmonization meetinRs and coordination
Following the reinitiation of the project, CES will begin attending HA meetirgs. CES
will attend up to 2 meetings (in person or virtual)with each property owner. Meetings
beyond those 2 are outlined in task 5.4. Meetings to be organized and scheduled by
CMB PIO. Meetings will be held every Tuesday and Thursday with one member from
the CES team being in attendance. CES will bring physical copies of the plans and
narrative for everyone in attendance. CES will develop and distribute notes following
the meeting document requests from the residents and any modifications to be made
to the plans. Additional staff will attend meetings on an as needed basis. Every Friday,
a virtual meeting will be held between CES and CMB PIO staff to review comments
received by property owners. Up to 3 CES members will be in attendance to these
129 of 1214
Exhibit B
CONSULIANIS
meetings.
The general process to be followed is as follows
1. CES will complete the design and narrative for a property and submit it to
HML.
2. HML will develop the individual agreement including encroachment and
submit them to CES
3. CES will prepare the package including an encroachment package if necessary
and submit the complete package to HML
4. HML will send the package to the property owner and set up a meeting
S. CES and HML will attend the meeting
6. CES will document requests from the property owner or their intent to sign or
not and submit meeting minutes the following day to the team.
7. In the weekly meeting on Friday, the comments will be discussed and
incorporated as directe� by the City.
8. CES will revise the plans and resubmit the package to HML
9. HML will send the package to the property owner and set up a second
meeting.
10. The property owner will sign the harmonization agreement and send it back
Outstanding circumstances
• 30-day letters: If at any stage, the property owner is unresponsive for one month, HML will
inform the City to gain consensus on whether a 30-day letter is warranteu or not. Once agreed
upon between HML, CES, and the City, CES will prepare a 30-day letter and send it to the
property owner via certified mail. If the project has begun the bidding process, any unresponsive
residents will automatically receive a 30-day letter. In addition, if negotiations with a resident
extend such that the bidding process has begun and the resident is responsive, but a final
decision has not been made, they will automatically be sent a 30-day letter. If after the 30-day
period, the property owner has not signed the Harmonization Agreement, it will be treated as a
"Refusal to sign".
� Refusal to sign: If at any stage, the property owner has either indicated or through lack of
communication or commitment implied that they will not be signing the harmonization
agreement, CES will provide a proposal to redesign around the property. This redesign effort will
be covered by Contingency Funds.
• Contingency Funds: If any property requires a redesign, CES will propose Redesign for
properties that do not sign. Any effort performed that requires contingency funds will first be
agreed upon by both CES and the City. If both meetings with a property owner are held and
additional meetings are required, as ag�eed upon by the City and CES, additional meetings will
be covered by the contingency fee. This effort will be billed on a time and materials basis.
Harmonization meetings are expected to start after the completion of the design of the
first HA package.
Task 5.2 Harmonization Restart/Redesi�n plans
130 of 1214
Exhibit B
eetiso : �ahts
Task 6. Permit Set Submittal
CES will incorporate comments from CMB provided on the Restart/Redesign submittal and develop
a set of plans for each discipline suitable for permitting. The DRB presentation will be performed in
this stage.
Task 6.1 Roadway Permit Set Submittal
Task 6.2 Stormwater Permit Set Submittal
Task 6.3 Water Qualitv Wells Permit Set submittal
Task 6.4 Sanitary Sewer Permit Set Submittal
Task 6.5 Water Main Permit Set Submittal
Task 6.6 Street Li�htinQ Permit Set Submittal
Task 6.7 Pavement Markin�and Si�na�e Permit Set Submittal
Task 6.8 Landscapin�and IrriRation Permit Set Submittal
Task 6.9 SiAnalization Permit Set Submittal
Task 6.10 Maintenance of Traffic Permit Set Submittal
Task 6.11 DRB materials and presentation
Task 6.12 Harmonization Permit Set Submittal
Task 6.13 Narrative
Task 6.14 OPCC and Construction Schedule
Task 7. Permit applications
The approved permit set will be utilized for permit submittals. Drawings and specifications will be
re-issued as Permit Set and submitted to the Permit Agencies with corresponding applications
(submittal fees are not included in the scope). This effort includes meetings, RFI responses, and
comment responses and resubmitting as needed to secure the required permits. CES shall be
responsible for monitoring and tracking progress on the preparation and review of permits and
subsequent requests for information. This effort will include the following agencies or entities:
• City of Miami Beach
o Historic Preservation Board
o Design Review Board
o Building Department
o Right-of-Way
o Tree removal/relocation
• Florida Department of Transportation (FbOT)
• South Florida Water Management District(SFWMD) Environmental Resource Permit (ERP)
• Florida Department of Environmental Protection (FDEP�, Miami-Dade County Department of
Regulatory and Economic Resources, Division of Environmental Resource Management
(RER-DERM)
o Class II Stormwater discharge Permit
o Water and Sewer Extensions
• Florida Department of Health (FDOH)
131 of 1214
Exhibit B
topsciraMts
• Miami-Dade County Department of Transportation and Pubiic Works(DTPW)
o Traffic Signals and Signs Division (TSS)
Note that this effort includes the procurement of permit extensions, whether existing or new.
Task 7.1 Roadwav permit meetin�s/application/issuance
Task 7.2 Stormwater permit meetin�s/application/issuance
Task 7.3 Water Quality Wells permit meetin�s/application/issuance
Task 7.4 Sanitary Sewer permit meetintts/application/issuance
Task 7.5 Water Main permit meetin�s/application/issuance
Task 7.6 Street Li�htin� permit meetinl�s/application/issuance
Task 7.7 Pavement Markin�and Si�nage permit meetin�s/application/issuance
Task 7.8 Landscapin�and Irri�ation permit meetinAs/application/issuance
Task 7.9 S�nalization permit meetinQs/application/issuance
Task 7.10 Maintenance of Traffic permit meetin�s/application/issuance
Task 8. Bid Services and Bid Set
CES will incorporate comments received from Agencies during the permitting process and develop a
Bid set. CES's project certification will be based on the Bid Set. CES will also provide the following bid
services during advertisement and bidding for this project:
• Assist the CITY with the prepar4tion oF a Request for Bid for the project
• Respond to Request for Information (RFI) submitted by bidders and assist with the
preparation of addenda during the advertisement period
• Prepare for and attend a Pre-Bid Conference with prospective bidders and present project
� Assist City during bid evaluation and certify bids
• Attend Pre-Bid site visit
• Attend Industry meetings
• Provide a recommendation of A���ard
Task 8.1 Bid Set
Task 8.2 Preparation of Request for Bid
Task 8.3 Respond to Request for Information fRFI)
Task 8.4 Pre-Bid Conference
Task 8.5 Bid evaluation
Task 8.6 PrF-Bid Site visit
Task 8.7 Provide recommendation of Award
Task 8.8 Narrative
Task 8.9 OPCC
Task 9. IFC Set
132 of 1214
Exhibit B
C�MSJLi4hi5
CES will incorporate all comments and RFIs received during the Bid process and any new permitting
comments that may have arisen during that time.
Task 9.1 Roadwav IFC Set
Task 9.2 Stormwater IFC Set
Task 9.3 Water Quality Welis IFC set
Task 9.4 Sanitary Sewer IFC Set
Task 9.5 Water Main IFC Set
Task 9.6 Street Li�htinR IFC Set
Task 9.7 Pavement Markin�and Si�na�e IFC Set
Task 9.8 Landscapin�and Irri�ation IFC Set
Task 9.9 Si�nalization IFC Set
Task 9.10 Maintenance of Traffic IFC Set
Task 9.11 Harmonization IFC Set
Task 9.12 Narrative
Task 10. Engineering Services during Construction
Attend one (1) Meeting with awarded contractor to discuss scope of work, provide design plans, permits
and any additional documentation required for construction. Shop drawing review provides CES with the
opportunity to carefully review the essential elements of tt�E works. The Contractor will ensure that tt�e
shop drawings comply with the contract documents and ar� coordinated with associated items of work.
CES may ensure that each submission is received early enough to allow review and approval before the
work begins, and to accommodate construction progress.
If a change is needed, any member of the project team can initiate a Change Order Proposal (COP) and
submit it to CES. CES will review the COP upon receipt to evaluate and intelligently analyze the
Contractor's quotation, to keep the project on schedule, and to maintain relationships. CES will discuss
its evaluation with and receive guidance from the CITY to negotiate a fair and reasonable CO with the
Contractor. After CES and the Contractor reach an agreement, CES will submit the CO to the CITY for
approval. CES will never authorize the Contractor to proceed with any change without first obtaining
CITY approval. During the project, the Contractor may have questions about various technical issues. The
Contractor may use the Request for Information (RFI) form to formally submit such questions to the CITY
to then be routed to CES. CES will respond (usually within S days after RFI is received by CES), in writing,
to such forrr�ally subr�itted questions, depending on the urgency of the request. CES will send such
responses to the Contractor and the CITY. CES will track all RFIs in CMB E-builder
At the Contractor's request, CES may be required to:
• Interpret and render, sometimes in writing, recommendations, or opinions on the
requirements of the contract documents.
• Instruct the Contractor on behalf of the CITY and prepare supplementary drawings or
instructions needed to accomplish the work of the contract documents.
• Assist the Contractor with the preparation or development of Change Orders for
approval and execution.
133 of 1214
Exhibit B
COMS�ITA�iS
• Assist and/or support the CITY with resolution of any disputes and claims that occur
with the Contractor.
• CES will attend site visits as required, pressure and respond to a specific RFI's.
CES will review pressure tests and procedures and support the CITY on substantial completion, As-builts
and complete certification package. The CITY shall coordinate with the CE5 TEAM on pressure tests date,
provide testing report documents and certification package information. Coordination required for
certification (i.e site visits and meetings by the Discipline EOR) is included in this effort to be performed
by a combination of a project engineer under the EOR and the EOR directly. Assumption of effort is
based on an estimated 30 month construction duration.
Task 10.1 Pre-Construdion Meetin�
Task 10.2 Review Shop Drawint�s
Task 10.3 Review and Recommend for Approval of Change Order Requests
Task 10.4 Respond to Request for Information (RFI), Interpretation of the
Contrad Documents, and Other Requirements Durin�Construction
Task 10.5 As-builts and Certifications
Task 11. Construction Management and Inspections
1. CES will administer the construction contract and monitor and inspect the work performed by
the contractor such that the project is constructed in a reasonable conformity with the pl;.ns,
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 al�
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 Offices (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: CES shall be expected to attend, participate, and orovide cost
estimating information at Value Engineering meetings between the City, and the
Contractor for the Project.
134 of 1214
Exhibit B
CONSutTANiS
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) Preconstruction 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 de first Notice-to-Proceed to the Contractor.
f) Weekly Construction Progress Meetings: The Consultant shall attend, participate and lake a
lead role in weekly construction project meetings with the City, PIO, Design Consultant, and
Contractor on the Project. These meetings shall serre as forums to review the status of
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 statemerts 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 week{,r construction prcgress Meetings.
g) Field Observations: CES shall conduct field observations daily throughout the duration of
construction. CES 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
Contractors workday.
h) Environment and Sustainability:
• Stormwater Permit - Verify that the Contractor conduct 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 de FEDERAL REGISTER, Vol. 87, No. 15, Monday, lanuary 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 Citv of Miami Beach Municioal Code. Chaoter 46. Article Xl.
• 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 EOR 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
135 of 1214
Exhibit B
C�NSUiT4N !S
construction- related matters. The Consultant shall upload daily reports to e-Builder, 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 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 and document weather delays
• 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
• De�cript�on 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 conditions 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-Builders, the City's document
management system, labeled by date, time, and location. The Consultant shall upload all
photos to the e-Builder" document management system on a weekly basis.
I) Adherence to Construction Documents: The Consultant shall review materials and
workmanship of the projects and reF�rt to the City any deviations from the Construction
Documents that may come to the Consultants 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
contractor 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
136 of 1214
Exhibit B
conc�; : ranrs
materials performed by the City's independent testing laboratory. The Consultant shall
maintain test report logs which shall be submitted to the City for review and uploaded to e-
Builder, 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-Builder", the City's document
management system.
o) Issuance of Non-compliance Notices: The Consultant shall be responsible for notifying the
Contractor and copy the City when they become aware of a condition that is believed to be
in non-compliance with Construction Document. Anytime the Consultant notices a
potentia) 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.
• If a condition does not pose a threat to public health or safety, immediate
written notification or"Pre-Noncompliance Notice" of the potential non-
Compliance should ae made to the Contractor and the City.This written 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 written 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.
• 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 Notice shall include a description of the Work that does not
meet the construction contact 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 de Construction
Documents that have been violated.
p) Damage to Existing Facilities: The Consultant shall identify any existing facilities damaged
by be 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-Builder", 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.
137 of 1214
Exhibit B
COXStll14NIS
r) Requests for Information/Construction Document Clarification (RFIs/CDCs): When RFIs and
CDCs involve design issue interpretations, the Consultant shall coordinate with the Design
Consultant, as needed, to resolve the Contractor's Request 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-Builder", 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 month 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 test 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 Contrador. The Consultant shall review the record drawing mark-ups as
deemed necessary by the City. Contractors 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 insu�cient. 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 mig��t be expected to recognize. Consultant shall be OSHA certified. 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
fotlowing procedures should be followed:
• Immediately direct personnel to remove themselves from the apparent danger.
• Notify the Contractors 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.
138 of 1214
Exhibit B
CC11Si�:iAhTS
• 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; Power, oversight and ensuri��g the Contractor complies with applic.�ble
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 adhere to contract terms relating to schedule and
directive to proceed for disputed or forced work. The Consultant shall log all forced work
efforts elated to disputed change order on a Forced Work Daily Log Reports, which shall be
signed and dated by the Consultant and the Contractors representative at the completion
of each workday. The Consultant shall forward copies of this form to the Ciry 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 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 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.
139 of 1214
Exhibit B
consc� ran � ;
cc) Final Completion and Project Closeout: When the Contractor consider 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 Talk-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 efforts and documentation in coordination with the City for the
Project. The Consultant shall work with the EOR 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 providing documentation to the City. Once all parties determine the
work is comptete 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 ceriifications based on the entire scope of work ior the
Project.
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 propo�ed for assignment to
the Project, including a detailed resume for each. The City reserves the right to have
Consultant's personnel rerr�oved 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
day5 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. 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:
a) Consultant's QA Organization and its functional relationship to the part of the organization
performing the work under the Agreement. The authority, responsibility, and autonomy of
the QA organization shall be detailed as well as the names and qualifications of personnel
in the quality control organization.
b) Methods used to monitor and achieve organization compliance with Agreement
requirements for services and products.
c) Outline the types of records which shall be generated and maintained during the execution
of the QA program.
d) Methods used to control subconsultant and vendor quality.
e) An officer of the Consultant firm shall certify that the inspection and documentation were
done according to specifications, plans, City standards, and City procedures.
f) Maintain adequate records of the quality assurance attions performed by the organization
(including subcontractors and vendors) in providing services and products under this
140 of 1214
Exhibit B
eansa�.ran � s
Agreement. All records shail 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 exhibit 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.
Assumptions
• The construction is estim� ted to take 30 mcnths and all determinations of scope and fee
for this service use that duration.
• This effort will be billed on a monthly basis for the amount of $43,971.98 upon the
notice to proceed of construction which is based on the following three roles working
on this project for the associated times based on the tasks and effort outlined above
o Project Manager working i0 hours per week
o Project Engineer working 20 hours per week
o Inspector working 40 hours per week
• If the effort deviates from this assumption either through modification of tasks or over
time work, this fee may need to be revised.
Task 11.1 Inspections
CES will have a full-time inspector on site for the construction duration performing the
duties outlined in the scope of work above. Construction duration for this task is
estimated at 30 months.
Task 11.2 Construction Mana�ement
CES will have a Construction manager and administrative assistant performing the
duties outlined in the scope of work above. Construction duration for this task is
estimated at 30 months.
141 of 1214
Exhibit B
COM�li1AN ?S
Compensation
Total compensation for the scope of work in this proposal is $3,396,680.55. For a detailed breakdown,
see attached overall fee breakdown.
Overall Assumptions
• This scope of work includes only the elements defined in this document. Change or
modifications to the elements included will require a Change Order to the Work Order.
• Project will be designed based on standards, laws, and codes in effect at the time of
notice to proceed (NTP)
• Project will follow the 2016 CMB requirements per the date of the issuance of the
original contract. Any requirements from other agencies that override these
requirements may still need to be met.
• In soils, foundation, groundwater, and other subsurface investigations, the actual
characteristics may vary significantly between successive test points and sample
intervals and at locations other than where observations, exploration, and investigations
have been mGde. Because of the inherent uncertainties in subsurface evaluations,
changed or unanticipated underground conditions may occur that c�uld affect total
construction cost or schedule. These changes are not the responsibility of the CES
TEAM.
• It is assumed that there will be no wetland impacts requiring wetland ERP consideration
and a Class I permit from RER may be required. It is further assumed that the contractor
will obtain the needed NPDES construction general permit.
• The CES TEAM shall at no time take title, risk of loss or ownership of the hazardous
materials or wastes. Client recognizes that The CES TEAM assumes no risk and/or
liability for hazardous materials encountered while performing any services associated
with such hazardous waste.
• The City will be responsible for the payment of all Permit Fees for all Agencies
associated with the Permitting process of this project. The CES TEAM will define permit
fee and transmit to the City for payment by the City prior to submittal.
• No field archeology evaluations are included.
• All deliverables will be submitted in electronic format.
• RER will not require a tree permit or tree mitigation.
• The pr�ject will be bid as one project with all plans and specifications incorporated into
one set of contract documents.
• Any contingency fees not used will be returned to the City
142 of 1214
4VERALL FEE BREAKDOWN Exhibit B
CES�OrS_.iu'IS $UrVlyOl $a���r�M�i��.Pr (�ifM^�DdO! TOfll
v.a�.«c�.annw�a�n�y oe.��
� i.t Project Ma�apemem and OroRress meetings f 39.839 80 5 - S - i -
Y
N
�
H s�eree,i : as.a+e.ae : s s s as.su.es
FINtl Studles and Data Gath�rine
N 2.! Developmen-of5„DsurtaceUnl�ryFng��.^ee���^�g�::5l.i�. 3 19,24�.80 S 706.110.66 S a,70000
y12 Devn',opmencoliopograpn�cala�Clocatio^S�rvey 3 ?3,079.88 S 145,710.00 5 2,DOC.00 5 <.2D000
� 7 a 'ree��nv¢ntnry ana M�onst Report S 6,191.31 f - S 25.000.00 3 �
H sueme,i s a,�a�.sa s ui,eao.ss f 2�.000.0o s e,soo.00 s ax.�ae.ss
M Support to StakaMlMr/Vubllc�nvWv�m�nt,�n/orm�tbn Gath�rin(,and Cons�naus-Bulldiry
N "s1 SuppnrttorthaEevaloDmentantl-mplementaFonuRnrPubhcOu:reachPlan S 21,773.81 S - S � S �
(a 32 Supportt�e0utreac�andCoorainatioewrth5penairygroups S 7U.253.46 S - S - S �
f' Tisk SuETe4l S 62.027.I6 { { S 1 52,027.ffi
RestirV RW��Ip�Submltt�l
a: Uf�'.:tyCoortlinatwn S 39.377.7d S - S � 3 11,00000
a 2 RoaQway ReetaNRedes�gn pia�s S ]73A73.ae S - S - f
a3 StormwaterDramaQeRestar.;Redes�gnp�.a^s S 31.260.82 S - S - S �
aa WaterQusUryWellsReeurt/aeeesignplans ! 58,751.55 f - S - f lo.oao.o0
a.5 Sanitary 5ewer Restart/ReUeslgn plans S 19,99a.% S - S - S �
4.6 Wa�arMamqaaterVflaCo�iQnDWre S 19,994.% S � 3 - f
4.7 $trea[I��ttlng RestoNHetl�H(n pUna f 8,002.79 S - S - S 39,000 00
a.e Pav�m�nt Mark�n and S�pna4�RastartlRetlesiQn D�ans t JB.a69.53 S - S � 3 -
a.9 LanAs[aPinQanAlrnQatfanMstart/RWesignptans S 8.002.79 S - S 33.OW.QO S -
a.10 S+Qtw�2at�m RptaNReE�3�pla�5 S 8,002 79 f - S - 3 51.WO 00
at� MointaroncaatTrarncMstaNRetlesQnp�ans S iB.242.00 f - f - S -
� a.12 DRB ma[enau anA pe eppUunm mee�.ng f 23,333.S1 f - S - ! �
413 Speclflcations { 26.300.26 S - S - S 11.�00 00
ya.ta DrahNerrao-.c 3 ?9.oa7.00 S - S - S -
� a.15 OVCCendGuna�ru������nS;nnA��lF S 1d,943.79 S - t - S -
f"` S�liotal S �68,592.5Y i i 1'l.000-00 S 11],000.00 S 612,5iZ68
Harmonlntbn
� S: Ha•Tom:atie.�;;e��.nr.'9e-�vsig...!a���c S lOfi,691D1 t - S � S -
yy2 Ha•morvzauuomer;mgsa-a:co�e��aoc- S 101.SJ69b S - S � S -
� S��.otn�a. S 111,�46.86 f - f - f - f 211,Y5.ef
�
Vmmlt S�t SubmlttN
e� Hoatlwry Permn Sa!plans S 30,490.16 S � 5 - 5 -
61 Sro�mwaterDramagePe�n.rSe��irns S 9,937t0 S � E � S -
e:i Warer Qualiry Welis Paimrt Set pla^s S 19,SB3.82 S - S � f 3.000.00
6.4 Sanrtary5aw�rPermifS�tplam S b.8%.BO S - S � S •
6.5 W�tar Main Pwmit Sot planf S 8.6%.fi0 f - 3 - S -
6.6 Slrwt!�Mir�ParmrtS�tplans S 3,898.55 f - 3 - S B4OOO.Oo
6.7 PavamamMarkirqanAS���P�rmitS�tplain � 11,739.28 f - S � f -
6.8 L�mxaprt�Q antl IrrqatWn PHm�SK pUro S 3,698.55 f - f 16,000.00 3 -
6.9 Si{nabZatlanP�rmrtSetpUna S 3,698.55 S • S • S 12,W0.00
fi.l Mairtt�nancoo1Tn111cP�rmttS�tpWns S 6,682.39 s - f - S -
� 6.11 DRBmatarulsandPrexnubon S 13,626.40 � - S - f -
612 Spe[i1lCatlom S 30,772.92 S � S - S 2.000.00
Y 6.13 DrahNar.atfve S 8,882.39 S - 3 • 3 -
H
� 6 1d OPCC and Constructlon Scnetlule S 8.471.89 S - S - f -
� SuETmsl t 142,t7fi.21 t f I8,000.00 f 26.000.00 S 10.7.l75.22
Vermit Applk�tbm
7 t Roatlway Permtt meetings/aDW��et�oniiss�,:ance S 11,719.04 S - E - S �
71 Stormweter Oertnn meeungs/aDG��ahon/usuance S 1t,719.04 f • f • S -
7.3 WaterQuelityWellsPermrtmcetm�.i/apD�icat�oNlssuance S 71,719.Od f - S - 5 7.10000
7.4 Samfary 5ewer Vermn meennge/eDD��utronfewance S 8,565.&5 f - S - 3 �
7.5 W�ler Main Permlt meetings/applicaHoMssuance S 8,565.85 f - S � 3 -
�.6 StraetUghUngPermicmeacmge/apDUcaUoKuuenn S 9,20212 3 • ! � 3 5.000.00
�.7 Vevement Markir�arW S��a4�Wrmif maetinQs/appf�cetbNissuance S 11,719.Oo f - i - S -
� �6 LanOscapin�andlrnQanonPerm3T�eetl�asiaootica!�on/rssuance S 11,719.D4 S - S 6.00OAO S �
y �.9 S�gnal�rationPermrtmeetingyappt�cai�.ov�ss.;a�;.e S 9.907.t7 S - S - 5 13.000.00
(a �10 ma��tenance ot iratlic Pe�md mee�mQs 5 9.2%.dd f - S - S -
H SubToul S 16/,171.60 f f 6,000.00 f 30.200.00 S 170,J27.l0
eie s.rvk.,•na tw s�t
e i �a set s as,ssa 9a s s s
B.7 Prepa�atlon of Repues[�a B1d S 8,3BeA2 S - S - E �
B.3 RespontlroRequest�orintormanm'RFij S 12991,56 f - S � S -
e d Pre-BiC Cmtxvnca S 3,247.63 f - S - S �
9.5 !Itl Evawation S 8.281.87 S - S - 3 �
� B.B W-B�idSito�nsrt S 3,247.63 S � S - 3
BJ ProrW�ncommendabmolawa�d S 5.843.79 f - S - S -
yB.B Nur�nve S 9,29E44 3 - S - S -
(� 8.9 OPCC S 30,2a3.79 t - S � 3
� SUETotN i �7.2W.67 i f f S l7.Zt8.67
�FC 4H
9 1 Roatlwey IFC Set S d.07�.66 S - S - S -
9] Slwmwater Dr�in�gc IFC Srt S d.070.68 S - S � S -
9.3 Water Quai�ry Weus IiC Se� S a,070.68 f - S - 5 ''�:�!�
9A San�tary5ewer IFCSet S 4,070.68 S - S - f -
9.5 WaterMain IFCSet S 2,253.78 S - S - S �
9.6 Sinat li�t{ry FC Set S l,070.68 S - S - S 3.000.�0
9.7 PavementMarkinyanESi�eIFCSet 5 2,253.75 S - S - S �
9.8 Lantlxep�ry antl Irrqanan�FC Set S 2.253.78 S • 3 6,000.00 S �
� 9.9 Siynalization IFCSet S A,070.6E S - S - S 250000
9.1 Ma�ntmanceotTra�hc IFCSet S a,Dlo.Be f - 3 - f - .
y911 Marmon�:avon IFC Set S <,070.68 f - S - S �
� eiz r+a��ac��e s a,o�oee f s - s �
N Subiotal f �J,�i7.�Y S t 6.000.00 f 7.200.00 7 F�b.`.d�.]9
EnClrwNne S�rvlca durin[Conshuctlon
10.1 Pre Co�str;:ticn Meetinq f 3,2<7.63 5 � S i.J00.00 S 1 0�0 00
ID= Rwiew Snon D�avnnps f 50,6,6.04 5 � f 2.00G.00 S 2.SC0 DO
143 of 1214
Exhibit B
� 10.3 Rev�ew a�0 Recommend 1w Approval of C!unge O�tler qeq�ests = 31,480.77 9 - � 2.500.00 S 2,SC0 p0
qespond to RFl,Interpretatlm W Me Comrxt Dacuments,antl Other
y10.4 3cqwreme�tsac���ndCo�str�_cbon S 94.385.2� S - f 9.000.00 f 2.978.G9
(9 10.5 As-cudtsa^aCea�����carons f 57.063.72 S � E 1.000.00 f 1.000.00
� Subioh! S 738,772.91 3 3 9,`.dG.00 f 9,l7l.M S I3ib.751.62
Conswctlon Manqement enG Imp�alam
� :;1 Cors�rucionManagnment S 623,i45.00 E - S - 5 -
Y ii.2 I��soec!ions 5 695,tiIL40 S - $ - 5 -
N
�
� SuEioql f 1,339,3SB_�0 � i S 3 1.319,159.b
CES Ca�w�tarRa Surr�yor S�nno MIUer Orxn�aN
l�¢1 Desipi-SuDtotalalttasks-labo� 4 1,621,39651 f 251,630.66 S 9�.�-�D f 193.'78.69 f 1.96a.305.85
,�e2 ,.or. c. . .�._ �.. ,:b:c.� .. :,._ 5 ..:.65si b ._.�,N:_.� 5 sc �__ a -__ a., _�.-
,=e3 Relmbursibteexpenses E15,o0a S - S � S - f 15.000.00
-�..:..e 4 Conaulfarrt SuMot�l(Lin�IH.in�2M.Im�I S 1.507Alt.I7 3 264,212.18 t 102.775.00 t 201.�87.84 i Z077.B2Llb
�_��^e5 Conrtnutlo�-Subro.alalltaiks�la6o� S 1.319,259.a0 f � S - 5 - S 1,3+4.159.n;7
'�..^�6 ConwthMtatl 3 1.�19,1S9A0 f - S • f - S 1,319,358.40
i'��e7 ioca:.iLnea.Lu+e61 f 1.39i.iW.55
144 of 1214
Exhibit B
LaDor G
E rwn Du" n ComWctian M�n� m�m and I� cnon�
W�st Avs Phasa I� se�w� Senni Pioptt aoXn P�oien r�r�e, Aopn
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145 of 1214
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,a ennn..rwa e«v�w.an�y co.�.w�eon
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147 of 1214
EXHIBIT C
ADDENDUM TO DESIGN CONSULTANT AGREEMENT
The CITY OF MIAMI BEACH, FLORIDA, a municipal corporation duly organized and
existing under the laws of the State of Florida (the "C�") and CES CONSULTANTS, INC., a
Florida corporation ("Consultant") hereby incorporate this Addendum to Design Consultant
Agreement (the "Addendum"), dated , 2025 (the "Effective
Date"} into that certain Standard Form of Agreement Between Design-Builder and Design-
Consultant, by and between the City, as the assignee of RIC-MAN CONSTRUCTION FLORIDA,
INC., a Florida corporation ("Ric-Man"), and Consultant dated as af June 14, 2017 (the "Ori inal
ContracY' and as modified by this Addendum, the "Contract"). Capitalized terms used but not
defined herein shall have the meanings set forth in the Original Contract. In the event of a conflict
between the terms of this Addendum and the terms of the Original Contract or the Design/Build
Agreement (as defined below, and to the extent referenced in the Original Contract), the terms of
this Addendum shall control.
WHEREAS, the City and Ric-Man entered into that certain DesignlBuild Agreement, dated
as of June 14, 2017 (the "Desiqn/Build Aqreement"), relating to the construction of the West
Avenue Phase III improvements south of 14'h Street (the "Proiect");
WHEREAS, contemporaneously, Consultant and Ric-Man entered into the Original
Contract, a subcont�act of the Design/Build Agreement, for the pn�vision of engine��ring and other
services ("Services"} related to the Project;
WHEREAS, on March 14, 2025, the City terminated the Design/Build Agreement and,
pursuant to Section 3.24(c) thereof, exercised its contractual right to the assignment of the
Original Contract, at the City's election (the "AssiqnmenY');
WHEREAS, on July 9, 2025, Ric-Man delivered an executed �etter to the City assigning
to the City all right, title and interest of Ric-Man in and to the work product produced to-date
pursuant to the Original Contract;
WHEREAS, subsequent to the City's election under Section 3.24(c) of the Design/Build
Agreement, Ric-Man purported to terminate the Original Contract;
WHEREAS, the City and Consultant desire to re-instate the Original Contract, with the
City assuming Ric-Man's rights and obligations under the Original Contract;
WHEREAS, the City and Consultant desire to modify the scope of the Services to include
construction management and inspection services for the Project (the "Revised Scope"), as more
particularly set forth in Exhibi# 1 atta^hed hereto and incorporated herein, in the �ot-to-exceed
amount of$3,396,680.55; and
WHEREAS, the City will enter into a new design/build agreement (the "Construction
Contract") pending selection of a new contractor (the "Contractor").
NOW THEREFORE, in consideration of the mutual promises and conditions contained
herein, and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the City and Consultant agree as follows:
1. The above recitals are true and correct and are incorporated as part of this
Addendum.
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EXHIBIT C
2. Consultant acknowledges that, pursuant to Section 3.24(c) of the Design/Build
Agreement, Ric-Man conditionally assigned to the City all the rights, title and interest of Ric-Man
in the Original Contract, and the City has since effectuated the Assignment. Accordingly, the City
and Consultant hereby reinstate the Original Contract between Ric-Man and Consultant, as if
such Original Contract had not been terminated, with the City assuming all rights and obligations
of Ric-Man thereunder. Consultant hereby consents to the Assignment by the City. Consultant
hereby agrees that, notwithstanding that Consultant performed Services (as defined below) in
connection with the Project or any part thereof, the City shall only be liable to Consultant in
connection with such Services to the extent such obligations arise from and after the Assignment.
All covenants, representations, guarantees and warranties of Consultant under the Contract shall
be deemed to be made for the benefit of the City and shall be enforceable by the City. Consultant
shall honor the Contract as if the Contract had been originally entered into with the City.
3. Consultant hereby waives all rights of recovery, claims, actions or causes of action
against the City (and any successor to the City pursuant to the Contract), and their respective
elected and appointed officials (including, without limitation, the City's Mayor and City
Commissioners), directors, officials, officers, shareholders, members, employees, successors,
assigns, agents, contractors, subcontractors, experts, licensees, lessees, mortgagees, trustees,
partners, principals, invitees and affiliates, for any loss or damage to property of Consultant which
may occur at any time in connection with the Project.
4. Consultant agrees to comply with all federal, state and local laws, rules,
regulations, ordinances and building or zoning codes (collectively, "Laws") applicable to
Consultant in connection with Services.
5. Nothing contained in the Contract is in any way intended to be a waiver of the
prohibition on Consultant's ability to file liens against property of the City of Miami Beach, Florida,
or of any other constitutional, statutory, common law or other protections afforded to public bodies
or governments.
6. The City shall have the right to inspect and copy, at the City's expense, all books
and records and accounts of Consultant which relate in any way to the Project or to any claim for
additional compensation made by Consultant, and to conduct an audit, either through its Internal
Audit Department, Office of Inspector General (as further described herein), or an independent
accounting firm selected by the City, of the financial and accounting records of Consultant which
relate to the Project. Consu�tant shall retain and make available to the City all such books and
records and accounts, financial or otherwise, which relate to the Project and to any claim for a
period of five (5)years following final completion of the Project. During the Project and the five (5)
year period following final completion of the Project, Consultant shall provide the City (or its
authorized representatives) access to its books and records upon seventy-two (72) hnurs written
notice.
7. To the extent permitted by any Laws, no claim for damages or any claim, other
than for an extension of time, shall be made or asserted against the City by reason of any delay
including, without limitation, unavoidable delays or any delays in the design, development and
construction of the Project which may arise as a resu't of the City's election not to proceed with
the Project. To the extent permitted by law, Consultant or its respective agents, employees,
contractors, consultants or professionals shall not be entitled to claim, nor shall the City have any
obligation to fund, any request(s) for an increase to the Project budget, or other payment or
compensation of any kind from the City, for direct, indirect, consequential, impact or other costs,
expenses or damages, arising because of delay, disruption, interference or hindrance from any
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cause whatsoever, inciuding but not limited to unavoidable delays and/or any delays in the design,
development and construction of the Project which may arise as a result of the City's election not
to proceed with the Project.
8. No action or omission by the City shall waive or excuse Consultant's obligations
under the Contract and/or other Contract Documents (as defined herein). Consultant shall remain
fully liable for all work performed by Consultant including, without limitation, any design errors or
omissions. 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 Design Documents (as defined herein) or, as applicable, the
Construction Documents (as defined herein), 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 Contract shall be construed to re�ieve the
Consultant (or any subconsultant) of its obligations and responsibilities under the Contract, nor
constitute a waiver of any of the City's rights under the Contract, or of any cause of action arising
out of the performance of the Contract. The Consultant shall be and remain liable to the City in
accordance with applicable Laws for all damages to the City caused by any failure of the
Consultant or to comply with the terms and conditions of the Contract or by the Consultant's
misconduct, unlawful acts, negligent acts, errors or omissions in the performance of the Contract.
"De: ign Gocuments" means all plans, drawi; gs specifications, schematics and al; 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. "Construction Documents" sha!I mean the flnal
(100% completed) plans, technical specifications, drawings, schematics, documents, and
diagrams prepared by the Consultant pursuant to the Contract, 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. "Contract Documents" means the Contract (together with all exhibits,
addenda, Consultant Service Orders and written amendments issued thereto), all Design
Documents and all Construction Documents; provided, however, Design Documents and
Construction Documents shall not be part of the Contract Documents, until (a)the Consultant has
submitted completed Design Documents or Construction Documents, as applicable, to the City
and (b) the proposed Design Documents or Construction Documents, as applicable, have been
reviewed and approved by the City and agencies having jurisdiction in accordance with the
procedures as provided by the Contract Documents. Approval by the City shall not in any way be
construed, interpreted and/or deemed to constitute a waiver or excuse ConsultanYs obligations
to ensure the Design Documents are constructible, in compliance with all applicable Laws �nd in
accordance with the Contract Documents. Contract Documents shall also include the
Construction Contract, all surety payment and performance bonds, conditions of the Construction
Contract (general, supplementary, and other conditions), technical speci�cations, approved
change order(s), approved construction change directive(s), and/or approved written order(s) for
a minor change in the Project scope
9. Time is of the essence in the completion of the Project.
10. Consultant shal{ use its best efforts to maintain a constructive, professional,
cooperative working relationship with, and throughout the Project shall coordinate with, the City's
designated project administrator ("Project Administrator"), the Contractor, and any and all other
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EXHIBIT C
individuals and/or firms that have been contracted, or otherwise retained, to perform work on the
Project.
11. The Consultant is responsible for the professional quality, technical accuracy,
compieteness, performance, and coordination of all Services required under the Contract
(including the services performed by subconsultants), within the specified time period and
specified cost. The Consultant shall perform the Services as expeditiously as is consistent with
the standard of professional skili and care required by the Contract and the orderly progress of
the Project and 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 the City that the
Services conform to the Contract Documents, and ali applicable Laws. The Consultant shall be
and remain liable to "the City for all damages to the Sponsor and 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 non-conforming and/or insu�cient
services which result from the ConsultanYs failure to perform in accordance with the above
standards. The Consultant shall be responsible for non-conforming and/or insufficient, defective
services and any resulting non-conforming, insufficient, and/or defective construction work re-
performed within twelve (12) months following final acceptance and shall be subject to further re-
performance, repair and replacement for twelv: (12) months from the date of initial re-
performance, not to exceed twenty-four months (24) from final acceptance. The Project
Administrators may notify the Consultant, in writing, of any non-conforming and/or insufficient
services and shall approve the method and timing of the corrections.
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), Consultant shall employ and/or
retain only qualified duly licensed certified personnel to provide same.
13. 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, 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.
14. 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 document�and/or records. In addition, Consultant shall �rovide electronic document
files to the City upon completion of the Project.
15. THE CITY HAS NO OBLIGATION TO ASSIST, FACILITATE AND/OR
PERFORM IN ANY WAY THE CONSULTANT'S OBLIGATIONS UNDER THE CONTRACT 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
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EXHIBIT C
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
ANDIOR ANY OTHER PROVISION OF THIS CONTRACT OR OTHER CONTRACT
DOCUMENTS, THIS SECTION SHALL GOVERN.
16. If applicable, the Consultant shall compiy 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 (�EED)
compliance requirements.
17. All services provided by subconsultants 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 the Contract.
Nothing contained in th� Contract shall create any contractual r��lationship between the City and
the subconsultants.
18. The Consultant shali not retain, add, or replace any subconsuitant 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 Consuitant shall cause the names of
subconsultants responsible for significant portions of the Services to be inserted on the plans and
specifications.
19. The Consultant shall be ultimately responsible for ensuring the Consultant's and
all of its subconsultants' compliance with the requirements of the Contract. 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 subServices.
20. The City has established a Construction Cost Budget (as defined below) for the
Project. Consuitant shali design the Project so that the Construction Cost Budget for the Project
is not exceeded. As part of the Services, Consultant shall design and/or re-design the Project to
the Construction Cost Budget in accordance herewith, making all revisions necessary to maintain
the Construction Cost Budget. Consultant shall attend meetings with the City to review and
discuss cost estimates, cost-saving alternatives, and implemen+ation or revision of the Design
Documents and Construction Documents to address such items, as necessary, to meet the
established budget parameters set forth in the Construction Cost Budget. "Construction Cost
Budqet" shall mean the amount budgeted and established by the City to provide for the cost of
the Work for the Project, as will be specified in a written directive of the Project Administrator.
"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 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.
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EXHIBIT C
21. Consultant shall provide and/or update the Statement of Probable Construction
Cost (as defined below) at each stage of completion of the Design Documents and at completion
of the Construction Documents, unless otherwise specified in a written directive of the Project
Administrator:
(i) Consultant has previously delivered Statements of Probable
Construction Cost in connection with prior stages of completion. For purposes hereof,
"Statement of Probabiy 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 ConsultanYs 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.
(ii) At the 90% stage completion of the Design Documents and at
completion of the Construction Documents, Consultant shall update its Statement of
Probable Construction Cost, which must include an estimated Construction Cost for the
Project within a range of plus or r�inus :ive percent (+/-5%) of the Construct��n Cost
Budget. If the Consultant's Statement of Probable Construction Cost exceeds the City's
Construction Budget by more than five percent (5%), the Project Administrator shall
provide written notice thereof to the Consultant. Consultant shall then identify the cause(s)
for the difference and recommend in writing for the City's approval any modification in the
Design Documents neces�:�ry to conform the Consultant's estimated total costs in the
Statement of Probable Construction Cost to within five percent (5%) of the City's
Construction Budget. Upon obtaining the City's approval, Consultant shall promptly modify
the Design Documents or Construction Documents within the time period specified by the
Project Administrator (which time period for completion shall not exceed ninety (90) days
from the date Consultant is notified to re-design), as part of the Services and at no
additional cost to the Ciry.
(iii) 1 o ensure that the Construction Cost shall not exceed the
Construction Cost Budget, each 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 a reasonable and appropriate construction
contingency for the Project.
(iv) The delivery of the Statement of Probable Cost and each update
thereto to the City shall constitute ConsultanYs certification and warranty to the City that
such Statement of Probable Construction Cost and update thereto represents
ConsultanYs best judgment of the Construction Cost for the Project as an experienced
design professional familiar with the construction industry; provided, however, that
Consultant cannot (and does not) guarantee that bids or negotiated prices will not vary
from any estimates of Construction Cost or other cost evatuation(s) prepared (or otherwise
provided) by Consultant.
(v) If the lowest and best Base Bid exceeds the ConsultanYs final
updated Statement of Probable Cost by more than ten percent (10%), the Project
Administrator shall provide written notice thereof to the Consultant, and the Consultant
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EXHlBIT C
shall re-design the Project within the Project scope, construction schedule, sequence of
Work, or such other action, as deemed necessary, to reduce the Statement of Probabfe
Construction Cost, and Consultant shall provide any required revisions to the Contract
Documents (including, without limitation, the Construction Documents) within the time
period specified by the Project Administrator (which time period for completion shall not
exceed ninety (90) days from the date Consultant is notified to re-design), and shall
provide re-bidding services, as many times as may be reasonably requested by the City,
as part of the Services and at no additional cost to the City, in order to bring any
resulting, responsive and responsible bids within ten percent (10%) of the Consultant's
�nal updated Statement of Probable Cost. For purposes hereof, "Base Bid" shall mean
the elements contained in the Construction Documents recommended by the Consultant
(and approved by the City) as being the Construction Cost Budget. Base Bid shall not
include additive alternatives or deductive alternatives.
22. The Construction Cost Budget shall not be exceeded without fully
justifiable, extraordinary, and unforeseen circumstances (such as Force Majeure) which are
beyond the control of the parties. Any expenditure above this amount shall be subject to prior
written approval of the City Commission which, if granted at all, shall be at the sole and reasonable
discretion of the City Commission. The City Commission shall have no obligation to approve an
increase in the Construction Cost Budg�t and, if such Construction Cost Budget is exceeded, the
City Commission may, at its sole anc absotute discretion, terminate the Contrac,t (and the
remaining Services) without any further liability to the City. The City Commission may, at its sole
and absolute discretion, and without relieving Consultant of its obligations under this Contract to
design the Project to the Construction Cost Budget as set forth above, separately elect any of the
following options: (1) approve an increase to the Construction Cost Budget; (2) reject all bids, and
(at its option) authorize rebiddi,�g of the Project; (3) abandon the Projec; snd terminate the
remaining Services without any further liability to the City; (4) select as many deductive
alternatives as may be necessary to bring the lowest and best bid within the Construction Cost
Budget. For purposes hereof, a "Force Maieure" event is an event that (i) in fact causes a delay
in the performance of the ConsultanYs or the City's obligations under the Contract, 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 this Contract.
23. Any additional services to be performed by Consultant or any change in the scope
of the Services shall on�y 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).
24. All notes, correspondence, documents, p�ans 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 the Contract, 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
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154 of 1214
EXHIBIT C
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 shali deliver all such documents to the Project
Administrator in their native electronic form within thirty (30) days of completion of the Services
(or within thirty (30) days of expiration or earlier termination of the Contract 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 the Contract. Nothing contained herein shall be deemed to exclude any
document from Chapter 119, Florida Statutes. Notwithstanding the foregoing:
(i) The Consultant is permitted to reproduce copyrighted material
described above subject to prior written approval of the City Manager.
(ii) At the City's option, the Consultant may be authorized, as an
Additional Service, to adapt cop}�righted 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.
(iii) 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.
(iv) The Consultant shall bind all subconsultants to the Contract
requirements for re-use of plans and speciflcations.
25. Termination for Cause. The City may terminate the Contract for cause, upon
written notice to Consultant, in the event that the Consultant (1) violates any provision of the
Contract 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).
(i) In the evPnt the Contract 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 Contract not been
terminated.
(ii) In the event of termination for cause by the City, the City shall only
be obligated to pay Consultant for those Services satisfactorily performed and accepted
prior to the date of termination (as such date is set forth in, or can be calculated from, the
City's initial written default notice). Upon payment of any amount which may be due to
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155 of 1214
EXHIBIT C
Consuitant pursuant to this subsection (ii), the City shall have no further liability to
Consultant.
(iii) As a condition precedent to release of any payment which may be
due to Consultant under (ii) above, 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 Section 23). 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.
26. Termination for Convenience. In addition to the City's right to terminate for cause,
the City, through the City Manager, may also terminate the Contract, 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 Contract 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 any
and all project documents prepared (or caused to be prepared) by Consultant (incl�ding, without
limitation, those referenced in Section 23). Upon payment of any amount which may be due to
Consultant pursuant to this Section 25, the City shali have no further liability to Consultant.
27. Insurance. The Consultant shall maintain the below required insurance at all times
during the term 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:
(i) 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 the Contract or(ii)a copy of a Certificate
of Exemption.
(ii) Commercial General Liability Insurance on an occurrence basis,
including products and completed operations, property damage, bodily injury and personal
8� advertising injury with limits no less th2n $1,000,000 per occurrence, and $^,000,000
general aggregate.
(iii) 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.
(iv) Professional Liability (Errors 8�Omissions) Insurance appropriate to
the ConsultanYs profession, with limit no less than $2,000,000.
28. Additional Insurance Terms:
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EXHIBIT C
(i) 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 Consuitant 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 Consuitant's insurance.
(ii) 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
c/o EXIGIS Insurance Compliance Services.
(iii) Waiver of Subrogation — Consultant agrees to obtain any
endorsement that may be necessary to affect the waiver of subrogation on the coverages
required and shall indemnify the City, its officers, employees, contractors and agents from
and against any loss or expense (including reasonable attorneys' fees and costs of
litigation) resulting from the failure to obtain such waiver. However, this provision and the
ConsultanYs waiver of recovery against the City as further described herein applies
regardless of whether the City has received a waiver of subrogation endorsement from
the insurer.
(iv) Acceptability of Insurers — Insurance must be placed witr insurers
with a current A.M. Best rating of A+ 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.
(v) Verification of Coverage — Consultant shall furnish the City with
original certificates and amendatory endorsements, or copies of the applicable insurance
language, effecting coverage required by the 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 ConsultanYs
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
c/o 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@riskworks.com
(vi) 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.
(vii) 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.
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29. Indemnification. To the fuliest 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 the Contract. The Consultant shall pay all claims and losses in connection
therewith and shall investigate 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 the Contract 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. Sums otherwise due to Consultant
by the City after any written assumption of the Contract by the City, may be retained by the City
until all of City's claims for indemnification under the Contract have been settied or otherwise
resoived. Any amount withheld pursuant to this subsection shall not be subject to payment of
interest by City. The indemnification obligations set forth in this Section 28 shall survive the
termination and/or expiration of the Contract.
30. Limitation of Liabilitv.
(i) Notwithstanding any other term or condition of the Contract,
Consultant hereby agrees that the City shall not be liable to Consultant for money
damages due to an alleged breach by the City of the Contract in an amount in excess of
the total amount of compensation/fees due to Consultant for all Services under this
Contract arising after the Effective Date, which amount shall be reduced by any amou�`•.(s)
actually paid by the City to Consultant hereunder. Nothing contained in this subsection, or
elsewhere in the Contract, is in any way intended to be a waiver of the limitation p�aced
upon City's liability, as set forth in Section 768.28, Florida Statutes.
(ii) 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 ConsultanYs 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 any of Consultant's subconsultants and/or any other
registered professionals (architects and/or engineers) under the Contract).
31. Notices. Consultant shall deliver copies of all notices to the City in writing at the
following addresses:
Office of Capital Improvement Projects
City of Miami Beach, City Hall
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: David Gomez
With a copy to:
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City Attorney's Office
City of Miami Beach, City Hall
1700 Convention Center Drive
Miami Beach, Fiorida 33139
Attn: City Attorney
With a copy to:
City Manager's Office
City of Miami Beach, City Hall
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: City Manager
All written notices given to the Consultant from the City shall be addressed to:
CES Consultants, Inc.
880 SW 145th Avenue, Suite 106
Pembroke Pines, Florida 33027
Attn: Juan Alfonso, AIA, NCARB, RID, CCM
Email: jalfonso@ce sconsult.com
32. ConsultanYs Compliance with Florida Public Records Law.
(i) Consultant shall comply with Florida Public Records law under
Chap�er 11�a, Florida Statutes, as may be amended from time to time.
(ii) 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.
(iii) 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 sha�l:
a. Keep and maintain public records required by the City to pertorm
the service;
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 Contract if the Consultant does not transfer the records to the City;
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EXHfBIT C
d. Upon completion of the Contract, 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 Contract, the Consultant shall destroy
any dupticate 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 Contract, the Consuitant shall meet all applicable
requirements for retaining public records. All records stored electronically must be
provided to the Ciry, upon request from the City's custodian of public records, in a
format that is compatible with the information technology systems of the City.
(iv) REQUEST FOR RECORDS; NONCOMPLIANCE.
a. 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 imn�ediately 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.
b. ConsultanYs failure to comply with the City's request for records
shall con�titute a breach of this Contract, and the City, at its sole discretion, may:
(1) unilaterally terminate the Contract; (2)avail itself of the remedies set forth under
the Contract; and/or (3) avail itself of any available remedies at law or in equity.
c. A Consultant who fails to provide the public records to the City
�v;thin a reasonable time may be subject to pEr,�lties under s. 119.10.
(v) CIVIL ACTION.
a. 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:
1) The court determines that the Consultant unlawfully refused
to comply with the public records request within a reasonable time; and
2) 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 thg City and to the Consultant.
b. 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 ConsultanYs 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.
c. 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.
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EXHIBIT C
(vi) IF THE CONSULTANT HAS QUESTIONS
REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, OR AS TO THE CONSULTANT'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT, 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(a�MIAMIBEACHFL.GOV
PHONE: 305-673-7411
33. Inspector General Audit Riqhts.
(i) Pursuant to Section 2-256 of the Code of the City of Miami Beach,
the City has estabiished the Office of the Inspector General which may, on a random basis,
perform reviews, audits, inspections and investigations on all City contracts, throughout
the duratic n of said contra�;ts. This random audit is separate and distin ;t from any other
audit performed by or on behalf of the City.
(ii) 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 �nd trunsactions. In addition, the Inspe:,tor Ceneral 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.
(iii) Upon ten (10) days written notice to the Consultant, the Consultant
shall make all requested re�ords 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.
(iv) 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
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EXHIBIT C
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.
(v) The Consultant shali make available at its office at all reasonable
times the records, materials, and other evidence regarding the acquisition (bid
preparation) and performance of this Contract, for examination, audit, or reproduction, until
three (3) years after final payment under this Contract or for any longer period required by
statute or by other clauses of this Contract. In addition:
a. If the Contract is completely or partially terminated, the Consultant
shall make availabie records relating to the work terminated until three (3) years
after any resulting final termination settlement; and
b. The Consultant shall make availabie records relating to appeals or
to litigation or the settlement of ciaims arising under or relating to the Contract until
such appeals, lit;gation, or claims are finally resolved.
(vi) 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 section in all subcontracts and all other agreements
executed by the Consultant in connection with the performance of the Contract.
(vii) 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.
34. This Contract 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 Contract shall be Miami-Dade County,
Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in federal court.
BY ENTERING INTO THIS CONTRACT, 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 CONTRACT.
35. Equal Opportunit�� Employment Goals. Consultant agrees that it will not
discriminate against any employee or applicant for employment for work (including independent
contractors) under this Contract because of actual or perceived race, color, national origin,
religion, sex, intersexUality, gender identity, sexual orientation, marital and familial status, age,
disability, ancestry, height, weight, hair texture and/or hairstyle, domestic partner status, labor
organization membership, familial situation, or political affiliation, and will take affirmative steps to
ensure that applicants are employed and employees are treated during employment without
regard to actual or perceived race, color, national origin, religion, sex, intersexuality, gender
identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight,
hair texture and/or hairstyle, domestic partner status, labor organization membership, familial
situation, or political affiliation.
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EXH1l31T C
36. Public Entitv Crimes Act. In accordance with the Public Entity Crimes Act (Section
287.133, Florida Statutes), a person or affiliate who is a consultant, who has been placed on the
convicted vendor list following a conviction for a public entity crime may not submit a bid on a
contract to provide any goods or services to the City, may not submit a bid on a contract with the
City for the construction or repair of a public building or public work, may not bid on leases of real
property to the City, may not be awarded or perform work as a contractor, supplier, subcontractor,
or subconsultant under a contract with the City, and may not transact business with the City in
excess of the threshold amount provided in Section 287.017, Florida Statutes, for Category Two,
for a period of 36 months from the date of being placed on the convicted vendor list. For violation
of this subsection by Consultant, City shall have the right to terminate this Contract without any
liability to City, and pursue debarment of Consultant.
37. No Continqent 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 Contract, 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 Contract. For the breach or violation of this subsection, Cit;� shall have the right
to terminate the Contract, 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.
38. Proiect Documents. In accordance with Section 119.071, Florida Statutes, all
building plans, b�ueprints, schematic drawings, and diagrams, including draft, preliminary, and
final formats, are exempt from the provisions of Section 119.07(1), Florida Statutes and s. 24(a),
Article I of the State Constitution. Information made exempt by Section 119.071, Florida Statutes,
with prior written approval from the City Manager, may be disclosed to another entity :o perform
its duties and responsibilities; to a licensed architect, engineer, or contractor who is performing
work on or related to the Project; or upon a showing of good cause before a court of competent
jurisdiction. The entities or persons receiving such information shall maintain the exempt status
of the information.
(i) In addition to the requirements in this Section 37, the Consultant
agrees to abide by all applicable Federal, State, and City procedures, as may be amended
from time to time, by which the documents are handled, copied, and distributed which may
include, but is not limited to, each employee of Consultant and 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.
(ii) The Consultant and its subconsultants agree in writing that the
Project documents are to be kept and maintained in a secure location.
(iii) Each set of the Project documents are to be numbered and the
whereabouts of the documents shall be tracked at all times.
(iv) 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.
39. Corrections to Contract Documents. If applicable to the performance of the
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 subconsultants.
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EXHIBIT C
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.
40. Assiqnment. The Consultant shall not assign, transfer or convey this Contract to
any other person, firm, association or corporation, in whole or in part, without the prior written
consent of the City Manager or his or her designee, which consent, if given at all, shall be at the
sole option and discretion of the City Manager.
41. E-Veri .
(i) To the extent that Consultant provides labor, supplies, or services
under this Contract, 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 Contract. Additionally, Consuitant shall expressly
require any subconsultant performing work or providing services pursuant to the Contract
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. If Consultant
enters into a contract with an approve I 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 shali maintain a copy of such
affidavit for the duration of this Contract or such other extended period as may be required
under this Contract.
(ii) TERMINATION RIGHTS.
a. If the City has a good faith belief that Consultant has knowingly
violated Section 448.09(1), Ftorida Statutes, which prohibits any person from
knowingly employing, hiring, recruiting, or referring an alien who is not duly
authorized to work by the immigration laws or the Attorney General of the United
States, the City shall terminate this Contract with Consultant for cause, and the
City shall thereafter have or owe no further obligation or liability to Consultant.
b. If the City has a good faith belief that a subconsultant has knowingly
violated the foregoing Section (40)(ii)(a), but the Consultant otherwise complied
with such subsection, the City will promptly notify the Consultant and order the
Consultant to immediately terminate the contract with tr�e
subconsultant. Consultant's failure to terminate a subconsultan' shall C� an event
of default under this Contract, entitling City to terminate this Contractfor cause.
c. A contract terminated under the foregoing Section 40(ii)(a) or (b) is
not in breach of contract and may not be considered as such.
d. The City or Consultant or a subconsultant may file an action with
the Circuit or County Court to challenge a termination under the foregoing Section
40(ii)(a) or (b) no later than 20 calendar days after the date on which the contract
was terminated.
e. If the City terminates this Contract with Consultant under the
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EXHIBIT C
foregoing Section 40(ii)(a), Consultant may not be awarded a public contract for at
least 1 year after the date of termination of this Contract.
f. Consultant is liable for any additional costs incurred by the City as
a result of the termination of this Contract under this Section 40.
42. Consultant's Compliance With Anti-Human Traffickinq Laws. Consultant agrees to
comply with Section 787.06, Florida Statutes, as may be amended from time to time, and has
executed the Anti-Human Trafficking Affidavit, containing the certification of compliance with anti-
human trafficking laws, as required by Section 787.06(13), Florida Statutes, a copy of which is
attached hereto as Exhibit 2.
43. Prohibition On Contractinq With A Business Enqaqinq In A Boycott. Consultant
warrants and represents that it is not currently engaged in, and will not engage in, a boycott, as
defined in Section 2-375 of the City Code. in accordance with Section 2-375.1(2)(a) of the City
Code, Consultant hereby certifies that Consultant is not currently engaged in, and for the duration
of this Contract, will not engage in a boycott of Israel.
44. Prohibition On Contractinq With An Individual Or Entity Which Has Ferformed
Services For Compensation To A Candidate For City Elected Office. Consultant warrants and
represent� that, within two (2) years prior to the Effe :tive Date, Consultant has not received
compensation for services performed for a candidate for City elected office, as contemplated by
the prohibitions and exceptions of Section 2-379 of the City Code.
For the avoidance of doubt, the restrictions on contracting with the City pursuant to
SF�ction 2-379 of the City Code shall not applv to the following:
(i) Any individual or entity that provides goods to a candidate for office.
(ii) Any individual or entity that provides services to a candidate for
office if those same services are regularly performed by the individual or entity in the
ordinary course of business for clients or customers other than candidates for office. This
includes, without limitation, banks, telephone or internet service providers, printing
companies, event venues, restaurants, caterers, transportation providers, and office
supply vendors.
(iii) Any individual or entity which performs licensed professional
services (including for example, legal or accounting services).
45. 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 Contract 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.
4907-8444-0378, v. 4
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EXH161T C
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:
Rafael E. Granado, City Clerk Eric T. Carpenter, City Manager
Attest CES CONSULTANTS, INC.
Signature/Secretary Signature/President
Print Name Print Name
19
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EXHIBIT C
EXHIBIT 1
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167 of 1214
EXHIBIT C
EXHIBIT 2
ANTI-HUMAN TRAFFICKING AFFIDAVIT
In accordance with Section 787.06 (13), Florida Statutes, the undersigned, on behalf of
Consultant hereby attests under penalty of perjury that Consultant does not use coercion for labor
or services as defined in Section 787.06, Florida Statutes, entit�ed "Human Trafficking°.
I understand that i am swearing or affirming under oath to the truthfulness of the claims made in
this affidavit and that the punishment for knowingiy making a false statement includes fines and/or
imprisonment.
The undersigned is authorized to execute this a�davit on behalf of Consuitant.
CONSULTANT:
, a
Name/Title: (Addre�s)
State of
Count�� of
The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑
online notarization, this day of 2025 by
as of
, a , known to me to be
the person described herein, or who produced as
identification, and who did/did not take an oath.
NOTARY PUBLIC:
(Signature)
(Print Name)
My commission expires
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