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ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION OF AGREEMENT This Acceptance of Assignment and Assumption of Agreement ("Acceptance") is entered into this _ day of , 20_, between the City of Miami, a Florida municipal corporation ("City"); Douglas Wood Associates, Inc., a Florida profit corporation ("Consultant" or "Assignor"); and, O'Donnell & Naccarato, Inc., a foreign profit corporation authorized to conduct business in Florida ("Assignee"), with its principal place of business located at 701 Market Street, Suite 6000, Philadelphia, Pennsylvania 19106 (collectively referred to as the "Parties"). RECITALS WHEREAS, pursuant to Section 18-87 of the Code of the City of Miami, Florida, as amended ("City Code"), the City Manager approved the award of Request for Qualifications ("RFQ") No. 16- 17-018 for the provision of Miscellaneous Structural Engineering Services to the Consultant ("Agreement"); and WHEREAS, on March 21, 2018, the Award Recommendation Memorandum was executed pursuant to the City Manager's authorized delegated authority of Five Hundred Thousand Dollars ($500,000.00); and WHEREAS, on April 24, 2018, the Agreement was executed between Assignor and the City; and WHEREAS, on August 12, 2022, the City received a letter of consent from Assignor, attached hereto as Exhibit "A," to assign, transfer, and convey all contracts to Assignee; and WHEREAS, on September 29, 2022, the Assignee entered into an Asset Purchase Agreement with the Assignor; and WHEREAS, Assignee has acquired and assumed the Assignor's business interests, rights, and responsibilities pursuant to said Asset Purchase Agreement; and WHEREAS, pursuant to Article 10.03 of the Agreement, titled "Successors and Assigns," said Agreement "shall not be transferred, pledged, sold, delegated, or assigned, in whole or in part, by the Consultant without the written consent of the City, acting by and through, its City Commission;" and WHEREAS, the City Commission, pursuant to Resolution No. , adopted on , 2023, granted approval and consented to the assignment of the Agreement upon the terms and conditions herein; NOW, THEREFORE, in consideration of the mutual obligations expressed herein, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the City and Assignee enter into this Acceptance and agree as follows: TERMS: 1. RECITALS: The recitals herein are true and correct and are hereby incorporated into and made a part of this Acceptance. 2. CITY'S CONSENT: The City hereby acknowledges and consents to this Acceptance and the assignment of the Agreement between the City and Assignee for the provision of Miscellaneous Structural Engineering Services contingent upon acceptance of the following terms: (1) Assignor hereby grants, bargains, sells, conveys, transfers, assigns, and sets over its entire rights, and delegates its entire obligations under the Agreement to Assignee. (2) Assignee hereby accepts the assignment and assumption of the Agreement from Assignor and acknowledges and represents to the City that it will abide by and assume each and every term, obligation, and condition of the Agreement, including, but not limited to, each and every responsibility, duty, and obligation of Assignor set forth in the Agreement, on or subsequent to the date of this Acceptance. (3) By execution of this Acceptance, the Assignee agrees to the terms and conditions and provisions contained in the Agreement and herein. 3. NOTICES: All notices or other communications required under this Amendment shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. To Assignee Tracey Kaufman Contracts Department O'Donnell & Naccarato, Inc. 701 Market Street, Suite 6000 Philadelphia, PA 19106 Email: tkaufman(cD-o-n.com Phone: 215-925-3788 To the City Arthur Noriega V City Manager City of Miami 3500 Pan American Drive Miami, FL 33133 With copies to: Victoria Mendez City Attorney City of Miami 444 SW 2nd Avenue, Suite 945 Miami, FL 33130 Annie Perez, CPPO Chief Procurement Officer/Director Department of Procurement 2 City of Miami 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 4. GOVERNING CONDITIONS: All remaining terms of the Agreement, not specifically changed herein, and any amendment or addendum thereto, shall remain in full force and effect through the extended term. 5. COUNTERPARTS, ELECTRONIC SIGNATURES: This Acceptance may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Acceptance shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Acceptance (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Acceptance upon request. 6. SIGNATURE AUTHORITY: The individuals executing this Acceptance on behalf of the Assignor, the Assignee, and the City represent that they have the full authority to execute this document on behalf of the entity for which they represent. [SIGNATURE PAGE FOLLOWS] 3 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: By:+1 I lei# Print Name: Grace Naccarato Kline Title: Human Resources (Corporate Seal) ,p'•Ei'� sy. - Print Name: lenr Title: (Corporate Seal) _ ..0 1: •1 4 "Assignee" O'DONNELL & NACCARATO, INC., a foreign profit corporation authorized to conduct business in Florida M141; Print Name: Anthony Naccarato Title: President/CEO (Authorized Corporate Officer) "Assignor" DOUGLAS WOOD ASSOCIATES, INC., a Florida profit corporatiory� By: Print Name-,- :', <x A/,y Title: (Authorized Corporate Officer) ATTEST: M Todd B. Hannon, City Clerk APPROVED AS TO LEGAL FORM AND CORRECTNESS: 0 Victoria Mendez City Attorney CITY OF MIAMI, a Florida municipal corporation go Arthur Noriega V, City Manager APPROVED AS TO INSURANCE REQUIREMENTS: in Ann -Marie Sharpe Risk Management Director Exhibit A August 9, 2022 Mr. Todd B. Hannon, City Clerk City of Miami 3500 Pan American Drive Miami, FL 33133 ` 0 Z © — to UI I, U O 0� p Q ,l1 f STRUCTURAL ENGINEERS RE: Executed Contract — Miscellaneous Structural Engineering Services — RFQ 16-17-018, Professional Services Agreement between City of Miami and Douglas Wood Associates, Inc, through 2nd 120 Day Extension, dated August 9, 2022" (the "Agreement") As you may or may not already be aware, Douglas Wood Associates, Inc. ("DWA"), will be entering into an Asset Purchase Agreement with O'Donnell & Naccarato, Inc. (`O'Donnell & Naccarato") pursuant to which on or about September 1, 2022 (the "Closing Date"), O'Donnell & Naccarato will purchase substantially all DWA's assets, and assume all DWA's agreements, including the Agreement referenced above which we have with you. I will continue as a Principal with O'Donnell & Naccarato. Your interaction with DWA, and daily operations, will not change. Together, DWA and O'Donnell & Naccarato will form a substantial, structural engineering firm with expertise in all facets of building design, building -component design, and building -related structures. Kindly acknowledge your receipt of this notice and your consent to the assignment of the Agreement (as may be required under the Agreement), effective as of the Closing Date by signing below and returning a copy to Douglas Wood at dwood@douglaswood.biz at your earliest possible convenience. Please direct any questions you may have to either Douglas Wood, PE at 305-461-3450 or dwood@douglaswood.biz, or to Anthony Naccarato, PE, SE, President of O'Donnell & Naccarato at 215- 925-3788 or anaccarato@o-n.com. DOUGLAS WOOD ASSOCIATES, INC., O'DONNELL & NACCARATO, INC., a Florida corporation a Pennsylvania corporation By: By: 6k Douglas Wood, P.E. Anthony Naccarato, P.E., S.E. President President Acknowledged and consented to on this City of Miami Signature: Print Name: day of _,2022 Title: EXHIBIT "B" CORPORATE RESOLUTION (This Resolution must authorize the signatory to sign) WHEREAS, O'Donnell & Naccarato, Inc., a foreign profit corporation authorized to conduct business in Florida ("Corporation"), desires to enter into this Acceptance of Assignment and Assumption of Agreement ("Acceptance") with the City of Miami, a Florida municipal corporation ("City"), for the purpose of performing the work described therein this Acceptance to which this corporate resolution is attached; and WHEREAS, the Corporation's Board of Directors at a duly held corporate meeting has considered the matter in accordance with the bylaws of the Corporation; NOW, THEREFORE, BE IT RESOLVED BY THE CORPORATION'S BOARD OF DIRECTORS that the Corporation is authorized to enter into this Acceptance with the City, and the Corporation's Principal and the Secretary are hereby authorized and directed to execute the Acceptance in the name of the Corporation and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this _ O'Donnell & Naccarato, Inc A Pennsylvania By: _ CkMA- Print Name: Anthony Naccarato TITLE: President/CEO CkAIIA- Print Name: Anthony Naccarato day of April 2023. (Corporation) (State) corporation _ (sign) (sign) 7 EXHIBIT "C" CITY OF MIAMI RESOLUTION NO. XXXXXXX DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB AMENDMENT OVERVIEW PSA TITLE: Miscellaneous Structural Engineering Services 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer — Authority level of $ ✓ City Manager — Authority level of $500,000.00 ❑ City Commission — RESOLUTION No. 2. PROCUREMENT METHOD: ✓ RFP/Q ❑ ITB ❑ SOLE SOURCE ❑ PIGGY -BACK El PROFESSIONAL SERVICES UNDER $25,000 ❑ OTHER (Please explain): 3. IF THIS IS AN AMENDMENT, WHAT IS THE NUMBER OF THE AMENDMENT AND WHAT DOES THIS AMENDMENT DO (INCREASE CAPACITY, CHANGE IN TERMS, ETC) BE SPECIFIC. Amendment No. 1 to Increase Capacity of the Agreement by $250,000.00, thereby increasing the total not -to -exceed value of the Agreement to $750,000.00. Amending Sections 2.01, 2.02, 2.05-1, and 10.20. 4. WAS THE AMENDMENT APPROVED BY THE CITY COMMISSION? ✓ YES ❑ NO IF YES, WHAT IS THE RESOLUTION NUMBER? R-22-0353 5. WHAT IS THE SCOPE OF SERVICES? The Successful Proposer shall provide design services, construction documents, scheduling, estimating, construction administration, and reporting for the successful, timely, and economical completion of structural engineering related projects, including but not limited to, feasibility studies, commissioning, assessments, analysis and the evaluation of facilities, structures, and properties. The Services shall support new construction, remodeling/renovation, and building assessment of community centers, fire stations, marinas, aquatic facilities, parks facilities, and public safety facilities for governmental, and institutional or recreational projects. 6. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? OCI 7. IS THE AWARDEE THE INCUMBENT? N/A 8. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? N/A DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB 9. WHEN DOES THE CURRENT CONTRACT EXPIRE? The three (3) executed contracts are currently on the Second Option to Extend Period - all expiring between December 21, 2022 and December 29, 2022. 10. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? 1. Douglas Wood Associates, Inc. — $439,884.77 2. Eastern Engineering Group Company — $396,509.08 3. Master Consulting Engineers, Inc. — $309,601.34 11. WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? Evaluation Committee 12.SUNBIZ: Is the Firm(s) a Florida Registered Corporation or a Foreign Corporation (not from Florida)? 1. Douglas Wood Associates, Inc. — Florida Profit Corporation 2. Eastern Engineering Group Company — Florida Profit Corporation 3. Master Consulting Engineers, Inc. — Florida Profit Corporation DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Enactment Number: R-22-0353 File Number: 12425 Final Action Date:9/22/2022 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENTS ("AGREEMENTS") WITH THE ENGINEERING FIRMS OF MASTER CONSULTING ENGINEERS, INC., DOUGLAS WOOD ASSOCIATES, INC., AND EASTERN ENGINEERING GROUP COMPANY, ALL FLORIDA PROFIT CORPORATIONS (COLLECTIVELY THE "CONSULTANTS"), FOR ADDITIONAL WORK CONCERNING THE PROVISION OF MISCELLANEOUS STRUCTURAL ENGINEERING SERVICES SOLICITED UNDER REQUEST FOR QUALIFICATIONS ("RFQ") NO. 16-17-018, WITH AN INCREASE TO THE EXISTING CAPACITY OF EACH OF THE AGREEMENTS IN AN AMOUNT NOT -TO -EXCEED TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00), THEREBY INCREASING THE TOTAL CAPACITY OF EACH OF THE AGREEMENTS FROM AN AMOUNT NOT -TO - EXCEED FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) TO AN AMOUNT NOT -TO -EXCEED SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000.00); ALLOCATING FUNDS FROM THE APPROPRIATE CITY OF MIAMI ("CITY") OFFICE OF CAPITAL IMPROVEMENTS ("OCI") PROJECTS AND DEPARTMENTAL BUDGETS, SUBJECT TO BUDGETARY APPROVAL AT THE TIME OF NEED; AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1 TO THE AGREEMENTS WITH THE CONSULTANTS, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, FOR SAID PURPOSE; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS, INCLUDING ANY AMENDMENTS, RENEWALS, AND EXTENSIONS, SUBJECT TO ALL ALLOCATIONS, APPROPRIATIONS, PRIOR BUDGETARY APPROVALS, COMPLIANCE WITH ALL APPLICABLE PROVISIONS OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), INCLUDING THE CITY'S PROCUREMENT ORDINANCE, ANTI -DEFICIENCY ACT, AND FINANCIAL INTEGRITY PRINCIPLES, ALL AS SET FORTH IN CHAPTER 18 OF THE CITY CODE, IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, AND IN COMPLIANCE WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS, AS MAY BE DEEMED NECESSARY FOR SAID PURPOSE. WHEREAS, pursuant to Section 18-87 of the Code of the City of Miami, Florida, as amended ("City Code"), and Request for Qualifications ("RFQ") No. 16-17-018, the City Manager executed Professional Services Agreements ("Agreements") with the engineering firms of Master Consulting Engineers, Inc., Douglas Wood Associates, Inc., and Eastern Engineering Group Company, all Florida profit corporations (collectively the "Consultants"), for the provision of miscellaneous structural engineering services in an amount not -to -exceed Five Hundred Thousand Dollars ($500,000.00) each; and WHEREAS, the current compensation limit is insufficient to address the costs associated with the outstanding and foreseeable future miscellaneous structural engineering services required by the City of Miami ("City"); and DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB WHEREAS, it is in the best interest of the City to increase the capacity of the Agreements with the Consultants to accommodate said outstanding and foreseeable future assignments; and WHEREAS, the proposed Amendment No. 1 to the Agreements with the Consultants proposes increasing the existing capacity of each of the Agreements by an amount not -to - exceed Two Hundred Fifty Thousand Dollars ($250,000.00), thereby increasing the total capacity of each of the Agreements from an amount not -to -exceed Five Hundred Thousand Dollars ($500,000.00) to an amount not -to -exceed Seven Hundred Fifty Thousand Dollars ($750,000.00); and WHEREAS, pursuant to Section 18-87 of the City Code, any increase in the total compensation limit above Five Hundred Thousand Dollars ($500,000.00) requires City Commission approval; and WHEREAS, funds are to be allocated from the appropriate City Office of Capital Improvements ("OCI") projects and departmental budgets, subject to budgetary approval at the time of need; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble of this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. Amendment No. 1 to the Agreements with the Consultants for additional work concerning the provision of miscellaneous structural engineering services solicited under RFQ No. 16-17-018, with an increase to the existing capacity of each of the Agreements in an amount not -to -exceed Two Hundred Fifty Thousand Dollars ($250,000.00), thereby increasing the total capacity of each of the Agreements from an amount not -to -exceed Five Hundred Thousand Dollars ($500,000.00) to an amount not -to -exceed Seven Hundred Fifty Thousand Dollars ($750,000.00), is hereby authorized.' Section 3. Funding shall be allocated from the appropriate OCI projects and departmental budgets, subject to budgetary approval at the time of need. Section 4. The City Manager is authorized' to execute Amendment No. 1 to the Agreements with the Consultants, in a form acceptable to the City Attorney, for said purpose. Section 5. The City Manager is further authorized' to negotiate and execute any and all documents, including any amendments, renewals, and extensions, subject to all allocations, appropriations, prior budgetary approvals, compliance with all applicable provisions of the City Code, including the City's Procurement Ordinance, Anti -Deficiency Act, and Financial Integrity Principles, all as set forth in Chapter 18 of the City Code, in forms acceptable to the City Attorney, and in compliance with all applicable laws, rules, and regulations, as may be deemed necessary for said purpose. Section 6. This Resolution shall become effective immediately upon its adoption. 1 The herein authorization is further subject to compliance with all legal regulations that may be imposed, including but not limited to those prescribed by applicable City Charter and City Code provisions. DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB APPROVED AS TO FORM AND CORRECTNESS: bitftia,4 dex., Cify ktor ey 918/2022 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT WITH DOUGLAS WOOD ASSOCIATES, INC. FOR MISCELLANEOUS STRUCUTURAL ENGINEERING SERVICES CONTRACT RFQ NO. 16-17-018 This Amendment No. 1 to the Professional Services Agreement dated April 24, 2018 (the "Agreement") between the City of Miami, a municipal corporation of the State of Florida ("City"), and Douglas Wood Associates, Inc. ("Consultant"), a Florida Corporation, for the provision of Miscellaneous Structural Engineering Services ("Services") for the Office of Capital Improvements ("OCI") is entered into this 08 day of November , 2022. RECITALS WHEREAS, pursuant to the City of Miami ("City") Procurement Code Section 18-87 and Request for Qualifications ("RFQ") No. 16-17-018, the City Manager executed an Agreement with Consultant for an amount not -to -exceed $500,000; and WHEREAS, the current Compensation Limit is insufficient to address the costs associated with the City's outstanding and foreseeable future miscellaneous structural engineering services; and WHEREAS, it is in the best interest of the City to increase the existing capacity of the Agreement to accommodate outstanding and foreseeable future assignments; and WHEREAS, this Amendment No. 1 to the Agreement increases the existing capacity of the Agreement by $250,000.00, from $500,000.00 to an amount not -to -exceed $750,000.00; and WHEREAS, the City Commission has adopted Resolution No. R-22-0353, to approve the corresponding increase in the Compensation Limits; NOW THEREFORE, in consideration of the foregoing, the par —ties hereby amend the Agreement as follows: Section 2.01 Extension of Expiration Date In the event the Consultant engaged in any Project/s on the Agreement expiration date, then this Agreement shall not expire and shall remain in effect until completion or termination of said Project/s. No new Work Orders shall be issued after the expiration date. The City reserves the right to extend this Agreement automatically for up to one hundred eighty (180) calendar days beyond the stated contract term, in order to provide City departments with continual service while a new agreement is being solicited, evaluated, and/or awarded. If the right is exercised, the City shall notify the Consultant, in writing of its intent to extend the Agreement at the same terms and conditions for a specific number of days. Additional extensions over the first one hundred eighty (180) calendar day -extension may occur. Extensions shall comply with all applicable approvals and regulations. DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB Amendment No. 1 to the Professional Services Agreement with Douglas Wood Associates, Inc. for Miscellaneous Structural Engineering Services Section 2.02 Options to Renew The City, by action of the City Manager, shall have the option to renew the term for two (2) additional periods of one (1) year each, subject to continued satisfactory performance as determined by the Director of the User Department, and to the availability and appropriation of funds. City Commission's authorization of this Agreement includes delegation of authority to the City Manager to approve said renewals administratively, provided that the compensation limits set forth in Article 2.05, "Compensation," are not exceeded. Section 2.05-1 Compensation Limits is hereby increased by Two Hundred Fifty Thousand Dollars ($250,000.00), thereby increasing the existing capacity of the Agreement from Five Hundred Thousand Dollars ($500,000.00) to an amount not -to - exceed Seven Hundred Fifty Thousand Dollars ($750,000.00). The Seven Hundred Fifty Thousand Dollars ($750,000.00) is a Guaranteed Maximum Price inclusive, without limitation, of fees, costs, and reimbursable expenses. Section 10.20 Counterparts; Electronic Signatures This Agreement may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. All other terms and conditions of the Agreement are in operative force and effect and remain unchanged. DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB Amendment No. 4 to the Professional Services Agreement with Douglas Wood Associates, Inc. for Miscellaneous Structural Engineering Services IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. WITNESS/ATTEST: Signature I t e Print Name, Title ATTEST. �Jr IVY Consultant Secretary (Affirm Consultant Seal, if available) ►FAIJA 1f —DocuSigned by: , City Clerk APPROVED AS TO INSURANC REQUIREMENTS: DocuSigned by: �V'Aan,�C �DtMt/�j �739�f%�1$�-14E7... Ann Marie -Sharpe, Director Risk Management Department Douglas Wood Associates, Inc., a Florida Corporation 1 Signature aw ire Li o tint a e, Title of Aulho zed Officer or Manager (Corporate Seal) CITY OF MIAMI, a municipal corporation of the State of Florida DocuSigned by: �L� AVi�DocuSign d RoPa2a." Arthur Noriega V, City Manager F � T< OR,oe APPROVED AS TO LEGAL FORM AND CORRECTNESS: DocuSigned by: €'G 5 VICt0na en ez, City Attorney (Matter 22-1886)Lp� DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB Amendment No. t to the Professional Services Agreement with Douglas Wood Associates, Inc. for Miscellaneous Structural Engineering Services CERTIFICATE OF AUTHORITY (IF CORPORATION OR ITC) I REBY CERTIFY that at a meeting of the Board of Directors of REBY corporation organized and existing under the laws of the State of ,. ik, , held on tf e ay of _ ao 20 d2 a resolution was duly passed and adopted authorizing (Name) Do4lq as REile) r-es} of the corporation to execute agreements on behalf of the corporation and providing that their execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. I further certify that said resolution remains in full farce and effect. 4 IN WITNESS W 1 l F, I have hereunto set my hand this !� day of tit' 2091, Secretary: Print: 0c ( "-#�rl CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) I HEREBY CERTIFY that at a meeting of the Board of Directors of a partnership organized and existing under the laws of the State of , held on the day of � � �, 20—, a resolution was duly passed and adopted authorizing (Name)_ as (Title)_� of the partnership to execute agreements on behalf of the partnership and provides that their execution thereof, attested by a partner, shall be the official act and deed of the partnership. I further certify that said partnership agreement remains in full farce and effect. IN WITNESS WHEREOF, I have hereunto set my hand this � , day of 20 Partner: Print: Names and addresses of artp„ r ners:._ Name Strut Address City state zrp DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB Amendment No. 1 to the Professional Services Agreement with Douglas Wood Associates, Inc. for Miscellaneous Structural engineering Services CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this Agreement is authorized to sign documents on behalf of the joint venture, If there is no joint venture agreement, each member of the joint venture must sign this Agreement and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name)__ individually and doing business as (d/b/a) (if Applicable) have executed and am bound by the terms of the Agreement to which this attestation is attached. IN WITNESS WHEREOF, I have hereunto set my hand this � � day of�, 20 Signed: Print: STATE OF J� ) SS: COUNTY OF i�i �.���-t } The foregoing Instrument was acknowl dged before me this day of L'o � , 2g,��; by � Ou � , whi ffs personally known✓ to me or who has produced _ as identification and who (did / did not) take an oath. IGNATURE OF N FAY PUBLIC STATE OF FLORI PRINTED, STAMPE OR TYPED NAME OF NOTARNUBLIC �,rr�+��ra��vrr���varrw► L4911)041�6 �KenrteflMh otary Etiuki' Stata of Florrds Howard payer y Commission HH 107202 expires 04/20/2026 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB Of )7 CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS ,azaRe,,:„Ea 'f•� .,. �� PROFESSIONAL SERVICES AGREEMENT <o.j %. Service Category Miscellaneous Structural Engineering Services Contract Type Miscellaneous Services Consultant Douglas Woos! Associates, Inc. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS................................................................................................. 5 ARTICLE 2 GENERAL CONDITIONS...................................................................................................7 2.01 TERM..........................................................................................................................................................7 2.02 OPTIONS TO EXTEND..............................................................................................................................7 2.03 SCOPE OF SERVICES..............................................................................................................................7 2.04 COMMUNITY BUSINESS ENTERPRISE ("CBE") PARTICIPATION.......................................................7 2.05 COMPENSATION......................................................................................................................................7 ARTICLE3 PERFORMANCE................................................................................................................8 3.01 PERFORMANCE AND DELEGATION.......................................................................................................8 3.02 REMOVAL, OF UNSATISFACTORY PERSONNEL...................................................................................8 3.03 CONSULTANT KEY STAFF................................................................. 3.04 TIME FOR PERFORMANCE......................................................................................................................8 3.05 STANDARD OF CARE...............................................................................................................................8 ARTICLE 4 SUBCONSULTANTS..........................................................................................................9 4.01 GENERAL..................................................................................................................................................9 4.02 SUBCONSULTANT RELATIONSHIPS......................................................................................................9 4.03 CHANGES TO SUBCONSULTANTS........................................................................................................9 ARTICLE5 DEFAULT............................................................................................... 9 5.01 GENERAL..................................................................................................................................................9 5.02 CONDITIONS OF DEFAULT......................................................................................................................9 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE.......................................................................................9 ARTICLE 6 TERMINATION OF AGREEMENT...................................................................................10 6.01 CITY'S RIGHT TO TERMINATE..............................................................................................................10 6.02 CONSULTANT'S RIGHT TO TERMINATE..............................................................................................10 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT.........................................................10 ARTICLE 7 DOCUMENTS AND RECORDS.......................................................................................10 7.01 OWNERSHIP OF DOCUMENTS..............................................................................................................10 7.02 DELIVERY UPON REQUEST OR CANCELLATION...............................................................................10 7.03 RE -USE BY CITY.....................................................................................................................................11 7.04 NONDISCLOSURE..................................................................................................................................11 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS............................................................................11 7.06 E-VERIFY.................................................................................................................................................12 ARTICLE 8 INDEMNIFICATION..........................................................................................................12 ARTICLE9 INSURANCE......................................................................................................................12 9.01 COMPANIES PROVIDING COVERAGE..................................................................................................12 9.02 VERIFICATION OF INSURANCE COVERAGE.......................................................................................13 9.03 FORMS OF COVERAGE.........................................................................................................................13 9.04 MODIFICATIONS TO COVERAGE..........................................................................................................13 ARTICLE10 MISCELLANEOUS..........................................................................................................13 10.01 AUDIT RIGHTS; INSPECTION................................................................................................................13 10.02 ENTIRE AGREEMENT............................................................................................................................14 10.03 SUCCESSORS AND ASSIGNS...............................................................................................................14 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE..............................................................................................14 10.05 APPLICABLE LAW AND VENUE OF LITIGATION.................................................................................14 10.06 NOTICES..................................................................................................................................................14 10.07 INTERPRETATION.. ................................................. 15 10.08 JOINT PREPARATION............................................................................................................................15 10.09 PRIORITY OF PROVISIONS....................................................................................................................15 Miscellaneous Structural Engineering Services 1 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB 10.10 MEDIATION - WAIVER OF JURY TRIAL................................................................................................16 10.11 TIME.........................................................................................................................................................16 10.12 COMPLIANCE WITH LAWS....................................................................................................................16 10.13 NO PARTNERSHIP..................................................................................................................................16 10.14 DISCRETION OF DIRECTOR..................................................................................................................16 10.15 RESOLUTION OF CONTRACT DISPUTES............................................................................................17 10.16 INDEPENDENT CONTRACTOR..............................................................................................................17 10.17 CONTINGENCY CLAUSE........................................................................................................................17 10.18 THIRD PARTY BENEFICIARY................................................................................................................17 10.19 ADDITIONAL TERMS AND CONDITIONS..............................................................................................17 ATTACHMENT A - SCOPE OF WORK......................................................................................................21 ARTICLEAl GENERAL.........................................................................................................................21 A1.01 SCOPE OF SERVICES............................................................................................................................21 A1.02 WORK ORDERS......................................................................................................................................21 Al.03 PAYMENTS..............................................................................................................................................21 ARTICLE A2 OVERVIEW OF STRUCTURAL ENGINEERING SERVICES.. ........................................ 21 A2.01 DEVELOPMENT OF OBJECTIVES.........................................................................................................22 A2.02 SCHEMATIC DESIGN..............................................................................................................................22 A2.03 DESIGN DEVELOPMENT........................................................................................................................23 A2.04 CONSTRUCTION DOCUMENTS.............................................................................................................24 A2.05 BIDDING AND AWARD OF CONTRACT................................................................................................25 A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT.. ................................................................ 25 A2.07 TIME FRAMES FOR COMPLETION OF PROJECT................................................................................28 ARTICLE A3 ADDITIONAL SERVICES. ..................................................... ........................ ................. 28 A3.01 GENERAL................................................................................................................................................28 A3.02 EXAMPLES..............................................................................................................................................28 A3.03 ADDITIONAL DESIGN.............................................................................................................................29 ARTICLE A4 REIMBURSABLE EXPENSES..........................................................................................29 A4.01 GENERAL................................................................................................................................................29 A4.02 SUBCONSULTANT REIMBURSEMENTS...............................................................................................30 ARTICLE A5 CITY'$ RESPONSIBILITIES................................................................................................30 A5.01 PROJECT AND SITE INFORMATION.....................................................................................................30 A5.02 CONSTRUCTION MANAGEMENT..........................................................................................................30 SCHEDULE Al - SUBCONSULTANTS.................................................................................................................31 SCHEDULE A2 - KEY PERSONNEL............................................................. ......................................................... 31 ATTACHMENT B - COMPENSATION AND PAYMENTS.........................................................................32 ARTICLE B1 METHOD OF COMPENSATION..........................................................................................32 B1.01 COMPENSATION LIMITS........................................................................................................................32 B1.02 CONSULTANT NOT TO EXCEED.. ......... ........................ ........... .......... .......................... .................... 32 ARTICLEB2 WAGE RATES..................................................................................................................32 B2.01 FEE BASIS...............................................................................................................................................32 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS.........................................................................................32 B2.03 MULTIPLIER............................................................................................................................................32 B2.04 CALCULATION........................................................................................................................................32 B2.05 EMPLOYEE BENEFITS AND OVERHEAD.............................................................................................33 B2.06 ESCALATION..........................................................................................................................................33 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION..............................................................33 B3.01 LUMP SUM...............................................................................................................................................33 B3.02 HOURLY RATE FEES..............................................................................................................................33 B3.03 REIMBURSABLE EXPENSES.................................................................................................................33 B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES...........................................................................34 B3.05 FEES FOR ADDITIONAL SERVICES......................................................................................................34 B3.06 PAYMENT EXCLUSIONS........................................................................................................................34 133.07 FEES RESULTING FROM PROJECT SUSPENSION.............................................................................34 ARTICLE B4 PAYMENTS TO THE CONSULTANT..............................................................................34 B4.01 PAYMENTS GENERALLY.......................................................................................................................34 64.02 FOR COMPREHENSIVE BASIC SERVICES...........................................................................................35 134.03 BILLING - HOURLY RATE......................................................................................................................35 B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES...................................35 B4.05 DEDUCTIONS..........................................................................................................................................35 ARTICLE B5 REIMBURSABLE EXPENSES.........................................................................................35 B5.01 GENERAL ................................ ......................................................... ..................................... ,................. 35 B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS..............................................................................36 Miscellaneous Structural Engineering Services 2 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS ...........................36 136.01 GENERAL................................................................................................................................................36 SCHEDULE B1 —WAGE RATES SUMMARY ........................ ........ ............................................................. ........... 37 SCHEDULE B2 — CONSULTANT INVOICE...........................................................................................................38 Miscellaneous Structural Engineering Services RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category Miscellaneous Structural Engineering Services (RFQ No. 16-17- 018) Contract Type Miscellaneous Services Consultant Douglas Wood Associates, Inc. Consultant Office Location 5040 NW 7" Street, Suite 820, Miami, FL 33126 City Authorization Section 18-87 THIS AGREEMENT made this day of f in the year 2018 by and between THE CITY OF MIAMI, FLORIDA, hereinafter called the "City," and Douglas Wood Associates, Inc., hereinafter called the "Consultant." RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 16-17-018 on August 16, 2017 for the provision of Miscellaneous Structural Engineering Services ("Services") and the Consultant's proposal ("Proposal"), in response thereto, was selected as one of the most qualified for the provision of said Services. The RFQ and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are, by this reference, expressly incorporated into and made a part of this Agreement as if set forth in full. The Solicitation Documents are deemed as being attached hereto and incorporated by reference herein as supplemental terms, providing, however, that in the event of any conflicts(s) with the terms of this Agreement, this Agreement shall control and supersede any such conflicts(s). B. WHEREAS, the City, through action of the City Manager and/or the City Commission, as applicable, has selected the Consultant in accordance with Section 287.055, Florida Statutes, (Consultants' Competitive Negotiation Act, hereinafter referred to as "CCNA"), and the applicable provisions of the City Procurement Ordinance, to provide the professional services as described herein. WITNESSETH, that the City and the Consultant, for the considerations herein set forth, agree as follows: Miscellaneous Structural Engineering Services 4 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB ARTICLE 1 DEFINITIONS 1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments means the Attachments to this Agreement which are expressly incorporated by reference and made a part of this Agreement as if set forth in full. 1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services. 1.04 Basic Services means those services designated as such in a Work Order. 1.05 City Commission means the legislative body of the City of Miami. 1.06 City Manager means the duly appointed chief administrative officer of the City of Miami. 1.07 City or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency which is a party hereto and for which services under this Agreement are to be performed. In all respects hereunder, the City's performance is pursuant to the City's position as the Owner of the Project. In the event the City exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, codes, laws and ordinances shall be deemed to have occurred pursuant to the City's authority as a governmental body and shall not be attributable in any manner to the City as a party to this Agreement. The City of Miami shall be referred to herein as "City". For the purposes of this Agreement, "City" without modification shall mean the City Manager. 1.08 Commission means the legislative body of the City of Miami. 1.09 Community Business Enterprise ("CBE") means a firm which has been certified by Miami -Dade County who will provide architectural, landscape architectural, engineering, or surveying and mapping professional services to the prime proposer as required pursuant to City Code Section 18- 87. 1.10 Consultant means the individual, partnership, corporation, association, joint venture, or any combination thereof, of properly registered professional architects, or engineers, or surveyors and mappers, as applicable, which has entered into this Agreement to provide professional services to the City. 1.11 Contractor means an individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the City for construction of City facilities and incidentals thereto. 1.12 Department means or refers to the City of Miami's Office of Capital Improvements ("OCI') formerly known as Capital Improvements and Transportation Program ("CITP"). 1.13 Director means the Director of the City Department designated herein who has the authority and responsibility for managing the specific project or projects covered under this Agreement. Unless otherwise specified herein or in a Work Order, for the purpose of this Agreement, the Director is the top administrator of the Office of Capital Improvements or their designee. 1.14 Errors means items in the plans, specification or other documents prepared by the Consultant that are shown incorrectly, which results in a change to the Services and results in the need for the construction contractor to perform rework or additional work or which causes a delay to the completion of construction. 1.15 Errors and Omissions means design deficiencies in the plans, specifications or other documents prepared by the Consultant, which must be corrected in order for the project to function or be built as intended. 1.16 Inspector means an employee of the City or of a consulting firm hired by the City and assigned by the City to make observations of Work performed by a Contractor. 1.17 Notice to Proceed ("NTP' ) means the same as "Authorization to Proceed." A duly authorized written letter or directive issued by the Director or Project Manager acknowledging that all Miscellaneous Structural Engineering Services RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB conditions precedent have been met and/or directing that the Consultant may begin work on the Project. 1.18 Omissions means items that are not shown or included in the plans, specifications, or other documents prepared by the Consultant which are necessary for the proper and/or safe operation of the Project or required to meet the Scope of Services. 1.19 Primary Services means those Services considered by City to be fundamental to the successful management of the Project as stated in the RFQ, and in Attachment A of this Agreement. 1.20 Project Manager means an employee or representative of the City assigned by the Director to manage and monitor Work to be performed under this Agreement or the construction of a project as a direct representative of the City. 1.21 Program means the City's multi -year Capital Plan, prepared on an annual basis that details the planned financial resources and implementation schedule and strategies for the City's capital projects over a five (5) year period. 1.22 Project means the design, construction, alteration and/or repair, and all services and incidentals thereto, of a City facility as contemplated and budgeted by the City. The Project or Projects shall be further defined in the Scope of Services and/or Work Order issued pursuant to this Agreement. 1.23 Professional Services means those services within the scope of the practice of architecture, professional engineering, or registered surveying and mapping, as applicable, as defined by the laws of the State of Florida, or those performed by any architect, professional engineer, or registered surveyor or mapper in connection with his or her professional employment or practice. These services may be abbreviated herein as "architectural/engineering services" or "professional services", as applicable, which are within this definition. 1.24 Professional Services Agreement ("Agreement' or "PSA") means this Agreement and all attachments and any authorized amendments thereto. In the event of a conflict between the Request for Qualifications ("RFQ") and the Consultant's response thereto, the RFQ shall control. In the event of any conflict between the Consultant's response to the RFQ and this PSA, this PSA shall control. In the event of any conflict between this PSA and its attachments this PSA shall control. 1.26 Resolution means the document constituting the official approval of the City Commission as required for the City Manager to execute this Agreement, or increase the Project Budget, among other matters. 1.26 Risk Administrator means the City's Risk Management Director, or their designee, or the individual named by the City Manager to administer matters relating to insurance and risk of loss for the City. 1.27 Scope of Services or Services means a comprehensive description of the activities, tasks, design features, objectives, deliverables and milestones required for the completion of a Project or an assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary for its completion. 1.28 Subconsultant means a person or organization of properly registered professional architects, engineers, registered surveyor or mapper, and/or other professional specialties that has entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1.29 Wage Rates means the effective direct expense to the Consultant and/or the Subconsultant, on an hourly rate basis, for employees in the specified professions and job categories assigned to provide services under this Agreement that justify and form the basis for professional fees regardless of actual manner of compensation. 1.30 Work means all services, materials and equipment provided by, or under this Agreement with the Consultant. 1.31 Work Order means a document internal to the City which authorizes the performance of specific professional services for a defined Project or Projects. Miscellaneous Structural Engineering Services 6 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB 1.32 Work Order Proposal means a document prepared by the Consultant, at the request of the City for Services to be provided by the Consultant on a specific phase of a Project. Miscellaneous Structural Engineering Services 7 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB ARTICLE 2 GENERAL CONDITIONS 2.01 TERM The term of this Agreement shall be for two (2) year(s) commencing on the effective date hereof. This specified term is intended for administrative and budget control purposes and is not to be considered or interpreted as a time limitation. 2.01-1 EXTENSION OF EXPIRATION DATE In the event the Consultant is engaged in any Project(s) on the Agreement expiration date, then this Agreement shall not expire and shall remain in effect until completion or termination of said Project(s). No new Work Orders shall be issued after the expiration date. The City reserves the right to automatically extend this Agreement for up to one hundred twenty (120) calendar days beyond the stated contract term, in order to provide City departments with continual service while a new agreement is being solicited, evaluated, and/or awarded. If the right is exercised, the City shall notify the Consultant, in writing, of its intent to extend the Agreement at the same terms and conditions for a specific number of days. Additional extensions over the first one hundred twenty (120) day extension may occur, if, the City and the Consultant are in mutual agreement of such extensions. Extensions shall comply with applicable approvals and regulations. 2.02 OPTIONS TO EXTEND The CITY, by action of the CITY MANAGER, shall have the option to extend the term for two (2) additional periods of one (1) year each, subject to continued satisfactory performance as determined by the Director, and to the availability and appropriation of funds. City Commission's authorization of this Agreement includes delegation of authority to the City Manager to administratively approve said extensions provided that the compensation limits set forth in Article 2.05 are not exceeded. 2.03 SCOPE OF SERVICES The Consultant agrees to provide the Services as specifically described and under the special terms and conditions set forth in Attachment A, Scope of Work, attached hereto (to be determined), which is incorporated into and made a part of this Agreement. 2.04 COMMUNITY BUSINESS ENTERPRISE ("CBE") PARTICIPATION REQUIREMENTS ORDINANCE 13331, codified as Section 18-87(p), City Code. Prospective Firms must adhere to the following requirements: 1) Assign a minimum of fifteen percent (15%) of the contract value to firms currently certified by Miami -Dade County as a Community Business Enterprise ("CBE") in good standing; 2) Place a specific emphasis on utilizing local small businesses from within the City's municipal boundaries. For information on the City's CBE requirements, visit the Office of Capital Improvements (OCI) website at: http://www.miamigov.com/CITP/forms.html 2.05 COMPENSATION 2.05-1 Compensation Limits The amount of compensation payable by the City to the Consultant shall generally be a lump sum not to exceed fee, based on the rates and schedules established in Attachment B, Compensation and Payments, attached hereto; provided, however, that in no event shall the amount of compensation exceed Five Hundred Thousand Dollars ($500,000) in total over the term of the Agreement and any extension(s), unless explicitly approved by action of the City Commission or City Manager, as applicable, and put into effect by written amendment to this Agreement. The City may, in its sole and absolute discretion, use other compensation methodologies. The City shall not have any liability nor will the Consultant have any recourse against the City for any compensation, payment, reimbursable expenditure, cost or charge beyond the compensation limits of this Agreement, as it may be amended from time to time. This Agreement, as amended and/or renewed, is subject to the compensation limits set forth in 287.055, Florida Statutes, Consultant's Competitive Negotiation Act, for Continuing Contracts. Miscellaneous Structural Engineering Services RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB 2.05-2 Payments Unless otherwise specifically provided in Attachment B, Compensation and Payments, payment shall be made in accordance with Florida Statute Chapter 218, Part VII, Local Government Prompt Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to constitute a "Proper Invoice" as defined by Section 218.72 (8), Florida Statutes, and to allow a proper audit of expenditures, should the City require one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bills for authorized and approved travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. The Consultant shall utilize Attachment B, Scheduled B2 - Consultant Invoice, for the submission of invoices. ARTICLE 3 PERFORMANCE 3.01 PERFORMANCE AND DELEGATION The Services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise provided in this Agreement, or approved, in writing by the City. Said approval shall not be construed as constituting an agreement between the City and said other person or firm. 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL Director or their designee may make written requests to the Consultant for the prompt removal and replacement of any personnel employed or retained by the Consultant, or any Subconsul'tants, or any personnel of any such Subconsultants engaged by the Consultant to provide and perform Services or Work pursuant to the requirements of this Agreement. The Consultant shall respond to the City within fourteen (14) calendar days of receipt of such request with either the removal and replacement of such personnel or written justification as to why that may not occur. All decisions involving personnel will be made by the Consultant. Such request shall solely relate to the work of said employees under this Agreement. 3.03 CONSULTANT KEY STAFF The parties acknowledge that the Consultant was selected by the City, in part, on the basis of qualifications of particular staff identified in the Consultant's response to the City's solicitation, hereinafter referred to as "Key Staff". The Consultant shall ensure that Key Staff are available for Work upon request from the City, as long as said Key Staff is in the Consultant's employ. The Consultant will obtain prior written approval from the Director or their designee to change or add to Key Staff, The Consultant shall provide Director, or their designee with information required to determine the suitability of proposed new Key Staff. Director will act reasonably in evaluating Key Staff qualifications. Such approval shall not constitute any responsibility or liability for the individual's ability to perform. 3.04 TIME FOR PERFORMANCE The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed (NTP) issued by the Director or their designee and to complete each assignment, task or phase within the time stipulated in the NTP. Time is of the essence with respect to performance of Work under this Agreement. A reasonable extension of the time for completion of various assignments, tasks or phases may be granted by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be cause for any claim by the Consultant for additional compensation. 3.05 STANDARD OF CARE Consultant is solely responsible for the technical accuracy and quality of their Services. Consultant shall perform all Services in compliance with Florida Administrative Code Chapter 61G15 and Chapter 471 of the Florida Statutes, as amended. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy and coordination of all designs, drawings, specifications, and other Services furnished by the Consultant under this Agreement, Consultant shall correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specifications or other Services without additional compensation. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its surveys, maps, designs, drawings, specifications or other Services. Miscellaneous Structural Engineering Services RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB ARTICLE 4 SUBCONSULTANTS 4.01 GENERAL 4.01-1 A Subconsultant, as defined in Article 1.28, Subconsultant is a firm that was identified as part of the consulting team during the competitive selection process by which the Consultant was chosen to perform the Services under this Agreement, and as such, is identified and listed in Attachment A, Schedule Al - Subconsultants attached hereto and incorporated herein by reference. 4.01-2 A Specialty Subconsultant is a person or organization that has, with the consent of the Director, entered into a written agreement with the Consultant to furnish unique and/or specialized professional services necessary for a project or task described under Additional Services. Such Specialty Subconsultant shall be in addition to those identified in Attachment A, Schedule Al - Subconsultants. 4.02 SUBCONSULTANT RELATIONSHIPS 4.02-1 All services provided by the Subconsultants shall be performed pursuant to appropriate written agreements between the Consultant and the Subconsultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the City and the Subconsultants. The Consultant acknowledges that the Subconsultants are entirely under his direction, control, supervision, retention and/or discharge. 4.03 CHANGES TO SUBCONSULTANTS The Consultant shall not add to, modify, or change the Subconsultants listed in Attachment A, Schedule Al - Subconsultants without prior written approval by the Director or designee, in response to a written request from the Consultant stating the reasons for any proposed change. ARTICLE 5 DEFAULT 5.01 GENERAL If the Consultant fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then the Consultant shall be in Default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to the Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to the Consultant while the Consultant was in default shall be immediately returned to the City. The Consultant understands and agrees that termination of this Agreement under this section shall not release the Consultant from any obligation accruing prior to the effective date of termination. In the event of termination due to default, in addition to the foregoing, the Consultant shall be liable to the City for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. In the event of Default, the City may also suspend or withhold reimbursements to the Consultant until such time as the actions giving rise to default have been cured. 5.02 CONDITIONS OF DEFAULT A finding of Default and subsequent termination for cause may include, without limitation, any one or more of the following: 5.02-1 The Consultant fails to obtain or maintain the professional engineering certification/licensure, insurance or bonding herein required. 5.02-2 The Consultant fails to comply, in a substantial or material sense, with any of its duties under this Agreement, with any terms or conditions set forth in this Agreement or in any agreement it has with the City, beyond the specified period allowed to cure such Default. 5.02-3 The Consultant fails to commence the Services within the time provided or contemplated herein, or fails to complete the Work in a timely manner as required by this Agreement. 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE The City, through the Director or designee, shall provide written notice to the Consultant as to a finding of Default, and the Consultant shall take all necessary action to cure said Default within the time stipulated Miscellaneous Structural Engineering Services 10 RFQ No. 15-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB in said notice, after which time, the City may terminate the Agreement. The City, at its sole and absolute discretion, may allow additional days to perform any required cure if the Consultant provides written justification deemed reasonably sufficient. If the Default has not been corrected by the Consultant within the time specified, the Agreement may be automatically terminated on the last day of the time stipulated in said notice, without the necessity of any further action by the City. Should any such failure on the part of the Consultant be due to a condition of Force Majeure as that term is interpreted under Florida law, then the City may allow an extension of time reasonably commensurate with the cause of such failure to perform or cure. ARTICLE 6 TERMINATION OF AGREEMENT 6.01 CITY'S RIGHT TO TERMINATE The City, including the City Manager or the Director, has the right to terminate this Agreement for any reason or no reason, upon ten (10) business day -written notice. Upon termination of this Agreement, all charts, sketches, studies, drawings, and other documents, including all electronic copies related to Work authorized under this Agreement, whether finished or not, must be turned over to the Director or designee. The Consultant shall be paid in accordance with provisions of Attachment B, provided that said documentation is turned over to Director within ten (10) business days of termination. Failure to timely deliver the documentation shall be cause to withhold any payments due without recourse by the Consultant until all documentation is delivered to the Director or designee. 6.01-1 The Consultant shall have no recourse or remedy from any termination made by the City except to retain the fees, and allowable costs or reimbursable expenses, earned as compensation for the Services that were performed in complete compliance with the Agreement, as full and final settlement of any claim, action, demand, cost, charge or entitlement it may have, or will have against the City, its officials or employees. 6.02 CONSULTANT'S RIGHT TO TERMINATE The Consultant shall have the right to terminate this Agreement, in writing, following breach by the City, if breach of contract has not been corrected within sixty (60) calendar days from the date of the City's receipt of a written statement from the Consultant specifying the City's breach of its duties under this Agreement. 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Consultant any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to recover from the Consultant the full amount of any and all fees, commissions, percentages, gifts, or other consideration paid to undisclosed lobbyists or agents. ARTICLE 7 DOCUMENTS AND RECORDS 7.01 OWNERSHIP OF DOCUMENTS All tracings, plans, drawings, specifications, maps, computer files, and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, including all electronic digital copies, will be considered works made for hire and will, based on incremental transfer wherein the above shall become the property of the City upon payments made to the Consultant or termination of this Agreement without restriction or limitation on their use, and will be made available, on request, to the City at any time during the performance of such services and/or upon completion or termination of this Agreement. The Consultant shall not copyright any material and products or patent any invention developed under this Agreement. The City shall have the right to visit Project sites for inspection of the work and the products of the Consultant at any time. The Consultant shall be permitted to retain copies, including reproducible copies, solely for information and reference in connection with the City's use and occupancy of the Project. 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure by the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director or designee within ten (10) business days of cancellation, or within ten (10) business days of Miscellaneous Structural Engineering Services 11 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB request by the City, shall be just cause for the City to withhold payment of any fees due the Consultant until the Consultant delivers all such documents. The Consultant shall have no recourse from these requirements. 7.03 RE -USE BY CITY It is understood that all Consultant Agreements and/or Work Orders for new work will include the provision for the re -use of surveys, maps, plans, specifications, and other Consultant work products, at the City's sole option, and, by virtue of signing this Agreement, the Consultant agrees to such re -use in accordance with this provision without the necessity of further approvals, compensation, fees or documents being required and without recourse for such re -use. The Consultant will not be liable for re- use by the City of plans, documents, studies, or other data for any purpose other than that intended by the terms and conditions of this Agreement. 7.04 NONDISCLOSURE To the extent allowed by law, the Consultant agrees not to divulge, furnish, or make available to any third person, firm or organization, without Director's or their designee's prior written consent, or unless incident to the proper performance of the Consultant's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the Services to be rendered by the Consultant hereunder, and the Consultant shall require all of its employees, agents, and Subconsultants to comply with the provisions of this paragraph. 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS The Consultant shall keep adequate records and supporting documentation, which concern or reflect its Services hereunder. Records subject to the provisions of the Public Records Law, Florida Statutes Chapter 119, shall be kept in accordance with the applicable statutes. Otherwise, the records and documentation shall be retained by the Consultant for a minimum of three (3) years from the date of termination of this Agreement or the date the Project is completed, whichever is later. The City, or any duly authorized agents or representatives of the City, shall have the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the three (3) year period noted above, provided, however, such activity shall be conducted only during normal business hours. Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) Keep and maintain public records required by the City to perform the service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the City; (4) upon completion of the contract, transfer, at no cost, to the City all public records in possession of the contractor or keep and maintain public records required by the City to perform the service. If the contractor transfers all public records to the City upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT 305 416-1800 VIA EMAIL AT PUBLICRECORDSONIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY 444 SW 2ND AVENUE 9TH Miscellaneous Structural Engineering Services 12 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB FL, MIAMI, FL 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 7.06 E-VERIFY Consultant shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Consultant during the term of the Contract and 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 during the Agreement term. ARTICLE 8 INDEMNIFICATION Consultant shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, and/or employees, from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Consultant and persons employed or utilized by Consultant in the performance of this Contract. Consultant shall further, hold the City, its officials and employees, indemnify, save and hold harmless for, and defend (at its own cost), the City its officials and/or employees against any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted Work, even if it is alleged that the City, its officials, and/or employees were negligent. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Consultant shall„ upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Consultant expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by the Consultant shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate the Consultant to defend, at its own expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City, whether performed by the Consultant, or persons employed or utilized by Consultant. These duties will survive the cancellation or expiration of the Contract. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as applicable and as amended. Consultant shall require all sub -consultant agreements to include a provision that each sub -consultant will indemnify the City in substantially the same language as this Section. The Consultant agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Consultant in which the City participated either through review or concurrence of the Consultant's actions. In reviewing, approving or rejecting any submissions by the Consultant or other acts of the Consultant, the City, in no way, assumes or shares any responsibility or liability of the Consultant or sub -consultant under this Contract. Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Consultant. ARTICLE 9 INSURANCE The Consultant shall not start Services under this Agreement until the Consultant has obtained and provided to the City all insurance required hereunder and the City's Risk Management Administrator or their authorized designee, has approved such insurance. Should the Consultant not maintain the insurance coverage required in this Agreement, the City may cancel this Agreement or, at its sole discretion, shall purchase such coverage and charge the Consultant for such coverage purchased. The City shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverage purchased or the insurance company or companies used. The decision of the City to purchase such insurance coverage shall in no way be construed to be a waiver of its rights under this Agreement. 9.01 COMPANIES PROVIDING COVERAGE Miscellaneous Structural Engineering Services 13 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and be rated at least A(X), in accordance with A.M. Best Company's Key Rating Guide, latest edition. 9.02 VERIFICATION OF INSURANCE COVERAGE The Consultant shall furnish certificates of insurance to the Risk Management Administrator for review and approval prior to the execution of this Agreement. The Certificates shall clearly indicate that the Consultant has obtained insurance of the type, amount and classification required by these provisions, in excess of any pending claims at the time of contract award to the Consultant. The Consultant shall maintain coverage with equal or better rating as identified herein for the term of this Agreement. The Consultant shall provide written notice to the City's Department of Risk Management of any material change, cancellation and/or notice of non -renewal of the insurance within thirty (30) calendar days of the change. The Consultant shall furnish copies of insurance policies pertaining to this Agreement to Risk Administrator within ten (10) business days of written request. 9.03 FORMS OF COVERAGE 9.03-1 COMMERCIAL GENERAL LIABILITY AND AUTOMOBILE LIABILITY The Consultant shall maintain commercial general liability coverage written on a primary and non- contributory basis, with limits of at least $1,000,000 per occurrence, $2,000,000 aggregate for bodily injury and property damage. The coverage shall include Premises and Operations, Contingent and Contractual Liability, and Products and Completed Operations, with additional endorsements as applicable. Waiver of Subrogation applies in favor of the certificate holder. The coverage shall be written on a primary and non-contributory basis with the City listed as an additional insured as reflected by endorsement CG 2010 11185 or its equivalence. Notice of cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment. 9.03-2 BUSINESS AUTOMOBILE The Consultant shall provide business automobile liability coverage including coverage for all owned, hired and non -owned autos with a minimal combined single limit of $1,000,000 naming the City as an additional insured with respect to this coverage. Notice of cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment. 9.03-3 PROFESSIONAL LIABILITY INSURANCE The Consultant shall maintain Professional Liability Insurance including Errors and Omissions coverage in the minimum amount of $1,000,000 per claim, $1,000,000 aggregate providing for all sums which the Consultant shall be legally obligated to pay as damages for claims arising out of the services performed by the Consultant or any person employed by the Consultant in connection with this Agreement. This insurance shall be maintained for at least one (1) year after completion of the construction and acceptance of any project covered by this Agreement. Coverage must reference the retroactive date. 9.03-4 WORKER'S COMPENSATION INSURANCE The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000 each occurrence. 9.03-6 SUBCONSULTANT COMPLIANCE The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or their authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles or other insurance obligations by providing a thirty (30) calendar day written notice to the Consultant in accordance with Article 0, Notices, herein. The Consultant shall comply with such requests unless the insurance coverage is not then readily available in the national market, and may request additional consideration from the City accompanied by justification. Miscellaneous Structural Engineering Services 14 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB ARTICLE 10 MISCELLANEOUS 10.01 AUDIT RIGHTS; INSPECTION The City reserves the right to audit the Consultant's accounts during the performance of this Agreement and for three (3) years after final payment under this Agreement. The Consultant agrees to furnish copies of any records necessary, in the opinion of the Director, to approve any requests for payment by the Consultant. The inspection and audit provisions provided for City contracts set forth in Section 18-101 and Section 18-102 of the City Code, are applicable to this Agreement and are deemed as being incorporated by reference herein. 10.02 ENTIRE AGREEMENT This Agreement, as it may be amended from time to time, represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations or agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of a breach of any other provision of this Agreement. 10.03 SUCCESSORS AND ASSIGNS The performance of this Agreement shall not be transferred pledged, sold, delegated or assigned, in whole or in part, by the Consultant without the written consent of the City, acting by and through its City Commission. It is understood that a sale of the majority of the stock or partnership shares of the Consultant, a merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions that would constitute an assignment or sale hereunder requiring prior City approval. The Consultant's services are unique in nature and any assignment, sale transference without City Commission approval shall be cause for the City to terminate this Agreement. The Consultant shall have no recourse from such termination. The City may require bonding, other security, certified financial statements and tax returns from any proposed assignee and the execution of an assignmentlassumption Agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. The Consultant and the City each binds one another, their partners, successors, legal representatives and authorized assigns to the other party of this Agreement and to the partners, successors, legal representatives and assigns of such party in respect to all covenants of this Agreement. 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of NTP. The original Project price and any addition thereto will be adjusted to exclude any significant sums by which the City determines the project price was increased due to inaccurate, incomplete or non -current wage rates and other factual unit costs. All such price adjustments will be made within one (1) year following the end of the Project. 10.05 APPLICABLE LAW AND VENUE OF LITIGATION This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this Agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of the Consultant's duties to indemnify the City under Article 8, Indemnification, herein where the Consultant shall pay the City's reasonable attorney's fees in the event the City must maintain an action to enforce the duty to indemnify the City. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by electronic mail, and registered United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice: For City of Miami: Emilio T. Gonzalez, Ph.D. Miscellaneous Structural Engineering Services 15 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB City Manager Office of the City Manager City of Miami 444 S.W. 2�' Avenue, 10�h Floor Miami, Florida 33130-1910 Email: ETGonz21ez(a)miamigov,com Phone: 305-416-1025 Annie Perez, CPPO Director Department of Procurement City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130-1910 Email: annieperez(a).miamigov.com Phone: 305-416-1910 Victoria Mendez City Attorney Office of the City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130-1910 Email: victoriamendez(a)miamigov.com Phone: 305-416-1832 With Copies to: Steve C. Williamson Director Office of Capital Improvements City of Miami 444 S.W. 2nd Avenue, 8th Floor Miami, Florida 33130-1910 Email SWilliamson@miamigov.com Phone: 305-416-1225 For Consultant: Douglas Wood, P.E., SECB President Douglas Wood Associates, Inc. 5040 NW 7`h Street, Suite 820 Miami, FL 33126 Email: Inbox@douglaswood.biz Phone: 305-461-3450 10.07 INTERPRETATION The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of strict construction shall be applied against either party hereto. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all of the subsections of such Section, unless the reference is made to a subsection or subparagraph of such Section or Article. 10.08 JOINT PREPARATION Miscellaneous Structural Engineering Services 16 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB Preparation of this Agreement has been a joint effort of the City and the Consultant and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other. 10.09 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given effect. 10.10 MEDIATION -WAIVER OF JURY TRIAL In an effort to engage in a cooperative effort to resolve conflict which may arise during the course of the design and/or construction of the subject project(s), and/or following the completion of the projects(s), the parties to this Agreement agree all disputes between them shall be submitted to non -binding mediation prior to the initiation of litigation, unless otherwise agreed in writing by the parties. A certified Mediator, who the parties find mutually acceptable, will conduct any Mediation Proceedings in Miami -Dade County, State of Florida. The parties will split the costs of a certified mediator on a 50150 basis. The Consultant agrees to include such similar contract provisions in the agreements with all Subconsultants and/or independent contractors retained for the project(s), thereby providing for non -binding mediation as the primary mechanism for dispute resolution. Each party shall bear their own attorney's fees. In an effort to expedite the conclusion of any litigation, the parties voluntarily waive their right to jury trial or to file permissive counterclaims in any action arising under this Agreement. 10.11 TIME Time is of the essence in this Agreement. Consultant shall promptly perform its duties under this Agreement and Work Orders pursuant hereto, and will give the Work as much priority as is necessary to cause the Work to be completed on a timely basis in accordance with this Agreement. All Work shall be performed strictly (not substantially) within the time limitations necessary to maintain the critical path and all deadlines established in this Agreement and/or Work Orders pursuant hereto. 10.12 COMPLIANCE WITH LAWS The Consultant shall comply with all applicable laws, codes, ordinances, rules, regulations and resolutions including, without limitation, the Americans with Disabilities Act ("ADA"), as amended, and all applicable guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement. The Consultant represents and warrants that there shall be no unlawful discrimination as provided by law in connection with the performance of this Agreement. 10.12-1 NON-DISCRIMINATION The City warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Consultant's performance under this Agreement on account of race, color, gender, religion, age, handicap, marital status, national origin, or sexual orientation. The Consultant further covenants that no otherwise qualified individual shall, solely by reason of their race, color, gender, religion, age, handicap, marital status, national origin or sexual orientation, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 10.12-2 OSHA COMPLIANCE The Consultant warrants that it will comply with all safety precautions as required by federal, state and local laws, rules, regulations and ordinances. The City reserves the right to refuse the Consultant's access to City property, including project jobsites, if the Consultant's employees are not properly equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non-compliance with safety regulations is exhibited by the Consultant. 10.12-3 ADA COMPLIANCE The Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and li of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, the Consultant shall take affirmative steps to -insure nondiscrimination in employment of disabled persons. 10.13 NO PARTNERSHIP Miscellaneous Structural Engineering Services 17 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise or affiliation between the parties. The Consultant has no authority to bind the City to any promise, debt, default, contract liability, or undertaking of the Consultant. 10.14 DISCRETION OF DIRECTOR Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. Miscellaneous Structural Engineering Services 18 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB 10.15 RESOLUTION OF CONTRACT DISPUTES The Consultant understands and agrees that all disputes between it and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted for resolution in the following manner. The initial step shall be for the Consultant to notify the Project Manager in writing of the dispute and submit a copy to the City of Miami personnel identified in Article 10.06, Notices. Should the Consultant and the Project Manager fail to resolve the dispute, the Consultant shall submit their dispute in writing, with all supporting documentation, to the Director of OCI, as identified in Article 10.06, Notices. Upon receipt of said notification,. the Director of OCI shall review the issues relative to the dispute and issue a written finding. Should the Consultant and the Director of OCI fail to resolve the dispute, the Consultant shall submit their dispute in writing within five (5) calendar days to the Director of Procurement. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said notification, the Director of Procurement shall review the issues relative to the dispute and issue a written finding. The Consultant must submit any further appeal in writing within five (5) calendar days to the City Manager. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Appeal to the City Manager for their resolution, is required prior to the Consultant being entitled to seek judicial relief in connection therewith. Should the amount of compensation hereunder exceed $500,000, the City Manager's decision shall be approved or disapproved by City Commission. The Consultant shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by City Commission if applicable, or (ii) a period of sixty (60) calendar days has expired after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation, or a period of (90) calendar days has expired where the City Manager's decision is subject to City Commission approval; or (iii) The City has waived compliance with the procedure set forth in this section by written instrument(s) signed by the City Manager. 10.16 INDEPENDENT CONTRACTOR The Consultant has been procured and is being engaged to provide services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, the Consultant shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. The Consultant further understands that Florida Workers' Compensation benefits available to employees of the City are not available to the Consultant, and agrees to provide workers' compensation insurance for any employee or agent of the Consultant rendering services to the City under this Agreement. 10.17 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and this Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) calendar days' notice. 10.18 THIRD PARTY BENEFICIARY The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a third -party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement. 10.19 ADDITIONAL TERMS AND CONDITIONS If a PSA or other Agreement was provided by the City and included in this solicitation for the project(s), no additional terms or conditions which materially or substantially vary, modify or alter the terms or conditions of this Agreement, in the sole opinion and reasonable discretion of the City, will be considered. Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or other Agreement. Miscellaneous Structural Engineering Services 19 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB C IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST: Signature VL ) r�S aj c e p r y Consultant Secretary P (Affirm Consultant Seal, if available) ATTEST: Todd B. Hannon, City Cl APPROVED AS REQUIREMENT Ann Mdrie Sharp _ uect r Risk; anageme t Depa ent DOUGLAS WOOD ASSOCIAS, INC., a Florida Corporation i / Signature ' fL cU u C ),-,5 / v - 1CL� Prrnt.n e, Title ofAutho zed Officer orOfficial r (Corporate Seal) CITY OF MIAMI, a municipal corporation of the State of Florida milio T G zalez, Ph.D., City Manager APPROVED AS TO LEGAL FORM AND CdRRECTNESS: ria M6r dez, City Atto ?v Miscellaneous Structural Engineering Services RFQ No. 16-17-018 20 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) I HER ,By CERTIFY hat at a meeting of the Board of Directors of a corporation organiz d and existing under the -- s of the State of held on the 0 day of , LL, a resolution was. duly passed and adopted authorizing {Name) " (,'77 as (Title) q,y of the corporation to execute a4f6ements on behalf of the corporation and providing that their execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. I further certify that said resolution remains in full force and effect./ r IN WITNESS WHEREOF, I h;v�Oeunto set my hand this �� , day of 20 1 � � Secretary: Print: )4 CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) I HEREBY CERTIFY that at a meeting of the Board of Directors of a partnership organized and existing under the laws of the State of held on the _day of _ , 2018, a resolution was duly passed and adopted authorizing (Name) as (Title) of the partnership to execute agreements on behalf of the partnership and provides that their execution thereof, attested by a partner, shall be the official act and deed of the partnership. I further certify that said partnership agreement remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this , day of , 2018. Partner: Print: [AdlFlUb di1U dUU1C5bC5 VI PallflCfS. Name Street Address City State Zip Miscellaneous Structural Engineering Services 21 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB ATTACHMENT B — COMPENSATION CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this Agreement is authorized to sign documents on behalf of the joint venture. If there is no joint venture agreement each member of the joint venture must sign this Agreement and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) individually and doing business as (d/bla) (If Applicable) have executed and am bound by the terms of the Agreement to which this attestation is attached. IN WITNESS WHEREOF, I have hereunto set my hand this day of 2018. Signed: Print: NOTARIZATION STATE OF r--lo(- __) SS: COUNTY OF io.1N�i .+ ) )�4 %! The foregoing instrument was acknowl dged before me this � day of ._ (ari h 2018, by u � C-u ' who is personally known to me or who has produced U as identification and who (did 1 did not) take an oath. NA URE OF NOTAR PUBLIC -STATE OF FLORIDA � ey t" 4 kC, PRINTED, STAMP 0 OR TYPED NAME OF NOTARY PUBLIC L'IK&nneth Notary PublFlorida Bayer My Commission GG 95778 EX�P' C5 U4128/2O2"i Miscellaneous Structural Engineering Services 22 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB ATTACHMENT B — COMPENSATION ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL The Consultant shall provide comprehensive structural engineering design services for the City of Miami (City), including, but not limited to, project management, detailed facility assessments, feasibility studies, structural inspection/code compliance inspection, plan review, opinions of probable construction cost, ADA compliance options, value engineering, reports, obtaining building/and or other agency approved permits, review of work prepared by subconsultants and other consultants, commissioning, public meetings, assessments, analysis and evaluation of facilities, structures, and properties, field investigations and observations, construction supervision, as -built documentation, post design services, preparation of bid and construction documents, provide recommendations and construction documents, and other related structural engineering services as needed for proposed, permitted, and completed projects as assigned by the City. Consultant shall provide professional structural engineering services for the project(s) for which Consultant was selected in accordance with Section 287.055 Florida Statutes, as amended, otherwise known as the Consultants' Competitive Negotiations Act (CCNA). A1.01 SCOPE OF SERVICES The Consultant agrees to provide comprehensive professional structural engineering services in accordance with all applicable laws, building and environmental regulations, including the Florida Building Code and the City of Miami, Florida, Code of Ordinances, and as set forth in this Agreement and further enumerated in a Work Order. Consultant may be required to perform all or some of the services described in this Agreement, depending on the needs of the City for the Project. Consultant shall furnish, as Basic Services, comprehensive professional structural engineering services for the project(s). A1.02 WORK ORDERS When OCI has determined that a specific phase of the Project is to proceed, the Director or authorized designee will request in writing, a Work Order Proposal from the Consultant based on the proposed Scope of Services provided to the Consultant in writing by the Director or designee. The Consultant and Director or designee, and others if appropriate, may have preliminary meetings, if warranted, to further define the Scope of Services and to resolve any questions. The Consultant shall then prepare a Work Order Proposal following the format provided by the City, indicating the proposed Scope of Services, time of performance, staffing, proposed fees, Subconsultants, and deliverable items and/or documents. The Director or designee may accept the Work Order Proposal as submitted, reject the Work Order Proposal, or negotiate revisions to the Work Order Proposal. Upon acceptance of a Work Order Proposal OCI will prepare a Work Order that will be reviewed by OCI staff and the Director or designee. OCI will issue a written Notice to Proceed (NTP) after approval of the Work Order by the Director or designee. A1.03 PAYMENTS The City will pay the Consultant in accordance with provisions and limitations of Attachment B, Compensation and Payments. No payment will be made for the Consultant's time or services in connection with the preparation of any Work Order Proposal or for any Work done in the absence of an executed Work Order, NTP and/or Purchase Order. ARTICLE A2 OVERVIEW OF STRUCTURAL ENGINEERING SERVICES Consultant agrees to provide complete structural engineering services as set forth in the tasks enumerated hereinafter, in accordance with the Florida Building Code, latest edition, all federal, state, county and City, Florida, Laws, Codes and Ordinances. Consultant shall maintain an adequate staff of qualified personnel on the project(s) at all times to ensure its performance as specified in this Agreement. Consultant shall submit one (1) electronic set of all documents and seven (7) copies of documents required under Article A2, without additional charge, for review and approval by the City. Consultant shall not proceed with the next task of the Work until the documents have been approved, in writing, by City, and a Notice to Proceed with the next task has been issued by City. Miscellaneous Structural Engineering Services 23 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB ATTACHMENT B — COMPENSATION Consultant is solely responsible for the technical accuracy and quality of their Work. Consultant shall perform all Work in compliance with Florida Administrative Code Chapter 61 G1 5 and Chapter 471 of the Florida Statutes. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of the Work. Consultant shall be responsible for the professional quality, technical accuracy and coordination of all measurements, dimensions, designs, drawings and specifications, included in the Services furnished by the Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors, omissions, and/or deficiencies in its all measurements, dimensions, designs, drawings and specifications, included in the Services. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its measurements, dimensions, designs, drawings and specifications included in the Services. A2.01 DEVELOPMENT OF OBJECTIVES A2.01-1 Consultant shall confer with representatives of City, the Project Manager, and other jurisdictional agencies to develop several options for how the various elements of the project(s) will be designed and constructed. A2.01-2 Consultant shall, utilizing a compilation of available documentation, confer with representatives of City, the Project Manager, and other jurisdictional agencies in order to comprehensively identify aspects of the completed facility program that may require further refinement to attain the requisite detail of design development required to begin the creation of Construction Documents. For clarity of scope, the items that need further development will be called Conceptuals and the remaining items will be called Designs. A2.01-3 Consultant shall prepare written descriptions of the various options and shall participate in presentations to multiple groups explaining alternative options. Sufficient detail shall be provided to support the presentation materials. A2.02 SCHEMATIC DESIGN A2.02-1 DESIGN CONCEPT AND SCHEMATICS REPORT Consultant shall prepare and present, in writing and at an oral presentation if requested, for approval by City, a Design Concept and Schematics Report, comprising Schematic Design Studies, including an identification of any special requirements affecting the Project, a Statement of Probable Construction Cost, Project Development Schedule and review of Constructability Review reports. 1. Schematic Design Studies consist of site plan(s), floor plans (where applicable), elevations, sections, and all other elements required by City or Project Manager to show the scale and relationship of the components and design concepts of the whole. The floor plans may be single -line diagrams. A simple perspective rendering or sketch, model or photograph thereof may be provided to further show the design concept. 2. A Statement of Probable Construction Cost, prepared in Construction Standard Index (CSI) format, to include a summary of the estimated project cost and an evaluation of funding allocation. Such summary shall be in sufficient detail to identify the costs of each element and include a breakdown of the fees, general conditions and construction contingency. Such evaluation shall comprise a brief description of the basis for estimated costs per each element and similar project unit costs. Costs shall be adjusted to the projected bid date. Recommendations for reducing the scope of the Project in order to bring the estimated costs within allocated funds, in the event that the statement of Probable Construction Costs exceeds allocated funds, Consultant shall update its documentation, at no additional cost to the City, to reflect this reduced scope. Any "Statement of Probable Construction Costs" prepared by Consultant represents a reasonable estimate of cost in Consultant's best judgment as a professional familiar with the local construction industry. 3. The Project Development Schedule shall show the proposed completion date of each task of the Project through design, bidding, and post design services. Miscellaneous Structural Engineering Services 24 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB ATTACHMENT B — COMPENSATION 4. Constructability Review reports shall be conducted by the City and/or its consultants at design stages deemed necessary by the Project Manager. Consultant shall provide five additional deliverable plan sets for distribution, by City, to others for this purpose. There shall be an established deadline for review report submission back to City. Consultant shall provide written responses to all comments within two weeks and shall maintain files of all related review reports and response reports. If necessary, City may coordinate Constructability Review meetings with some or all of the reviewers with Consultant present to discuss specific issues. In addition to the Constructability Review process mentioned above, City reserves the right to conduct a Peer Review of the project documents at any design stage. Cost of such a Peer Review would be borne by City. Any findings as a result of said Peer Review would be addressed by Consultant, and if requested by City, would be incorporated into the design documents, at no additional cost to City and no extension of time to the schedule. A2.03 DESIGN DEVELOPMENT From the approved Schematic Design documents, Consultant shall prepare and present in writing, and at oral presentations, if requested, for approval by City, separate Design Development Documents, updated Project Development Schedules, updated Statements of Probable Construction Costs and a review of Constructability Review reports. 1. The Design Development Documents shall consist of drawings (site plans, floor plans, elevations, sections), outline specifications, and other documents. 2. Design Development consists of continued development and expansion of architectural and/or civil Schematic Design Documents to establish the final scope, relationships, forms, size, and appearance of each element through: 2.1 Plan sections and elevations 2.2 Typical construction details 2.3 Final materials selection 2.4 Construction phasing plan 3. The updated Development Schedules shall show the proposed completion dates of each milestone of each Project through design, bidding, construction and proposed date of occupancy. Consultant will also detail all long lead procurement items and architecturally significant equipment that will need to be purchased prior to the completion of Construction Documents. 4. Provide updated Statements of Probable Construction Cost. If either statement of Probable Construction Cost exceeds allocated funds, Consultant shall prepare recommendations for reducing the scope of that particular Project in order to bring the estimated costs within allocated funds. Consultant shall update its documentation, at no additional cost to the City, to reflect this reduced scope. 5. Constructability Review reports. 6. Prepare a summary report and/or Design Development drawings or sketches showing the foundations and the framing of the proposed Primary Structural System, including materials, gross sizes and critical details. These documents ay become partially completed working drawings. 7. Review the initial results of any special studies required which is established during the Schematic Design Phase and determine their effects on the structural system. 8. Review any geotechnical report for structural concerns and for the recommended foundation system. 9. Establish drawing and drafting standards for the project with the client and design team, such as grid lines, match lines, scale and sheet size. 10. Assist the client and design team in preparing a preliminary opinion of costs and an outline of specifications. Miscellaneous Structural Engineering Services 25 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB ATTACHMENT B — COMPENSATION A2.04 CONSTRUCTION DOCUMENTS From the approved Design Development Documents, Consultant shall prepare for written approval by City, Final Construction Documents setting forth all design drawings and specifications needed to comprise a fully biddable, permittable, constructible Project. Consultant shall produce 30%, 60%, 90% and Final Construction Documents for review and approval by City, which shall include the following: 1. A Drawing Cover Sheet listing an index of all number of drawings by each discipline. Drawings not included in the 30%, 60%, 90% and Final review shall be noted. Consultant shall attach an index of all anticipated drawing sheets necessary to fully define the Project. 2. The updated Project Development Schedule to include an outline of major construction milestone activities and the recommended construction duration period in calendar days. 3. An updated Statement of Probable Construction Cost in CSI format. 4. Consultant may also be authorized to include in the Construction Documents approved additive and/or deductive alternate bid items, to permit City to award a Construction Contract within the limit of the budgeted amount. 5. A Project Specifications index and Project Manual with at least 30%, 60%, 90% and Final of the Specifications completed. Documents submittal shall also include all sections of Divisions "0" and "1". 6. Perform an internal review and check the structural design and the structural Contract Documents including the interrelationship of the Primary Structural System with the designs prepared by other design disciplines. The prime design professional is responsible for overall coordination of the various engineering disciplines. 7. Assist if required in obtaining approval by appropriate review agencies. 8. Assist if required with manufacturer or supplier recommendations. 9. Consultant shall include, and will be paid for, City -requested alternates outside of the established Project scope or that are not constructed due to a lack of funds. No fee will be paid by City in connection with alternates required by the failure of Consultant to design the Project within the Fixed Limit of Construction Cost. 10. Consultant shall not proceed with further construction document development until approval of the 30% documents is received in writing from City. Approval by City shall be for progress only and does not relieve Consultant of its responsibilities and liabilities relative to code compliance and to other covenants contained in this Agreement. Consultant shall resolve all questions indicated on the documents and make all changes to the documents necessary in response to the review commentary. The 30% Documents review (check) set shall be returned to City upon submission of 60% complete Construction Documents and Consultant shall provide an appropriate response to all review comments noted on these previously submitted documents. Of the seven (7) copies to be provided, the Consultant shall submit four (4) full size copies of the drawings and specifications, and one digital copy in .pdf format. A2.04-1 MAXIMUM COST LIMIT Prior to authorizing the Consultant to proceed with preparation of Construction Document Development, the City shall establish and communicate to the Consultant, a maximum sum for the cost of construction of the Project ("Maximum Cost Limit"). If the City has not advertised for bids within ninety (90) days after the Consultant submits the Final Design to the City, the estimate of the cost of construction shall be adjusted by Consultant. Notwithstanding anything above to the contrary, the City may require the Consultant to revise and modify Construction Documents and assist in the rebidding of the Work at no additional cost or fee to the City if all responsive and responsible bids received exceed ten (10%) percent of the Maximum Cost Limit. Miscellaneous Structural Engineering Services 26 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB ATTACHMENT B — COMPENSATION A2.04-2 DRY RUN PERMITTING The Consultant shall file and follow-up for approval of building permits at the earliest practicable time during the performance of the Work, for approval by City, County, State and/or Federal authorities having jurisdiction over the Project by law or contract with the City, and shall assist in obtaining any such applicable certifications of permit approval by such authorities prior to approval by OCI of the final set and printing of the Construction Documents. The Consultant shall promptly, at any time during the performance of the Work hereunder, advise the City of any substantial increases in costs set forth in the Statement of Probable Construction Cost. Upon completion of dry run permitting, Consultant shall provide as part of the seven (7) copies to be submitted, five (5) full size sealed copies of the drawings and specifications. Consultant shall also provide digital versions of the drawings in .dwg, .plt, and .pdf formats. The specification additional terms and conditions shall be provided in both .pdf and .doc formats. A2.05 BIDDING AND AWARD OF CONTRACT A2.05-1 BID DOCUMENTS APPROVALS AND PRINTING Upon obtaining all necessary approvals of the Construction Documents from authorities having jurisdiction, and acceptance by the City of the 100% Construction Documents and latest Statement of Probable Construction Cost, the Consultant shall assist the City in obtaining bids and preparing and awarding the construction contract. The City, for bidding purposes, will have the bid documents printed, or at its own discretion, may authorize such printing as a reimbursable service to the Consultant. A2.05-2 ISSUANCE OF BID DOCUMENTS, ADDENDA AND BID OPENING 1. The City shall issue the Bid Documents to prospective bidders and keep a complete List of Bidders. 2. The Consultant shall assist the City in the preparation of responses to questions if any are required during the bidding period. All addenda clarifications or responses shall be issued by the City. 3. The Consultant shall prepare revised plans, if required, for the City to issue to all prospective bidders. 4. The City will schedule a "Pre -Bid Meeting" on an as needed basis, for the Project. The Consultant shall attend all pre -bid meetings and when warranted, require attendance of Subconsultants at such meetings. 5. The Consultant will be present at the bid opening, if requested by the City. A2.05-3 BID EVALUATION AND AWARD The Consultant shall assist the City in evaluation of bids, determining the responsiveness of bids and the preparation of documents for Award of a contract. If the lowest responsive Base Bid received exceeds the Total Allocated Funds for Construction, the City may: 1. Approve an increase in the Project cost and award a Contract; 2. Reject all bids and re -bid the Project within a reasonable time with no change in the Project or additional compensation to the Consultant; 3. Direct the Consultant to revise the scope and/or quality of construction, and rebid the Project. The Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost based on such revisions within the Total Authorized Construction Budget. The City may exercise such option where the bid price exceeds 10% of the Fixed Construction Budget provided to the Consultant and as may be modified by the City and the Consultant prior to soliciting bids. 4. Suspend, cancel or abandon the Project. A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT A2.06-1 The Construction Phase shall begin with the issuance of the NTP and shall end when the Consultant has provided to the City all post construction documents, including Contractor As - Built drawings, Consultant's record drawings, warrantees, guarantees, operational manuals, and Miscellaneous Structural Engineering Services 27 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB ATTACHMENT B — COMPENSATION Certificate(s) of Occupancy have been delivered to the City and the City approves the final payment to the Consultant. During this period, the Consultant shall provide administration of the construction contract as provided by this Agreement, and as provided by law. A2.06-2 The Consultant, as the representative of the City during the Construction Phase, shall advise and consult with the City and shall have the authority to act on behalf of the City to the extent provided in the General Conditions and the Supplementary Conditions of the construction contract and their Agreement with the City. A2.06-3 The Consultant, as the representative of the City during the Construction Phase shall visit the Project site to conduct field observations, at a minimum on a weekly basis, and at all key construction events to ascertain the progress of the Project, and shall visit the site as appropriate to conduct field inspections to ascertain the progress of the Project and determine, in general, if the Work is proceeding in accordance with the Contract Documents. The Consultant shall provide any site visits necessary for certification if required by the authorities having jurisdiction. Threshold inspection shall be provided by the Consultant at no additional cost to the City. The Consultant shall report on the progress of the Work, including any defects and deficiencies that may be observed in the Work. The Consultant will not be required to make extensive inspections or provide continuous daily on -site inspections to check the quality or quantity of the Work unless otherwise set forth in this Agreement. The Consultant shall be responsible for writing and distributing minutes of all meetings and field inspections report it is asked to attend. Consultant will not be held responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work. The Consultant will not be held responsible for the Contractor's or sub -contractors', or any of their agents' or employees' failure to perform the work in accordance with the contract unless such failure of performance results from the Consultant's acts or omissions. A2.06-4 The Consultant shall furnish the City with a written report of all observations of the Work made by Consultant and require all Subconsultants to do the same during each visit to the Project. The Consultant shall also note the general status and progress of the Work on forms furnished by the City. The Consultant shall submit the reports in a timely manner. The Consultant and Subconsultants shall ascertain that the Work is acceptable to the City. Consultant shall assist the City in ensuring that the Contractor is making timely, accurate, and complete notations on the "as -built" drawings. Copies of the field reports shall be attached to the monthly Professional Services payment request for construction administration services. The Consultant's failure to provide written reports of all site visits or minutes of meetings shall result in the rejection of payment requests and may result in a proportional reduction in Construction Administration fees paid to the Consultant. A2.06-5 Based on observations at the Project site and consultation with the City, the Consultant shall determine the amount due to the Contractor based on the pay for performance milestones and shall recommend approval of such amount as appropriate. This recommendation shall constitute a representation by the Consultant to the City that, to the best of the Consultant's knowledge, information and belief, the Work has progressed to the point indicated, and that the quality of the Work is in accordance with the contract and the Contractor is entitled to amount stated on the requisition subject to: A detailed evaluation of the Work for conformance with the contract upon substantial completion; 2. The results of any subsequent tests required by the contract; 3. Minor deviations from the contract correctable prior to completion; 4. Any specific qualifications stated in the payment certificate and further that the Contractor is entitled to payment in the amount agreed upon at a requisition site meeting or as stated on the requisition. Prior to recommending payment to the Contractor, the Consultant shall prepare a written statement to the City on the status of the Work relative to the Construction Schedule, which shall Miscellaneous Structural Engineering Services 28 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB ATTACHMENT B — COMPENSATION be attached to the Contractor's Requisition. Such statement shall be prepared immediately following the requisition field meeting and shall not be cause for delay in timely payment to the Contractor. By recommending approval of a Payment Certificate, the Consultant shall not be deemed to represent that the Consultant has made any examination to ascertain how and for what purpose the Contractor has used money paid on account of the Construction Contract Sum. A2.06-6 The Consultant shall be the interpreter of the requirements of the Contract Documents and the judge of the performance thereunder. The Consultant shall render interpretations necessary for the proper execution or progress of the Work upon written request of either the City or the Contractor, and shall render written decisions, within maximum of ten (10) calendar days, on all claims, disputes and other matters in question between the City and the Contractor relating to the execution or progress of the Work. Interpretations and decisions of the Consultant shall be consistent with the intent of and reasonably inferable from, the Contract Documents and shall be in written or graphic form. A2.06-7 The Consultant shall have the authority to recommend rejection of Work which does not conform to the Contract Documents. Whenever, in his/her reasonable opinion, the Consultant considers it necessary or advisable to insure compliance with the Contract Documents, the Consultant will have the authority to recommend special inspection or testing of any Work deemed to be not in accordance with the Contract, whether or not such Work has been fabricated and/or delivered to the Project, or installed and completed. A2.06-8 The Consultant shall promptly review and approve, reject or take action on shop drawings, samples, RFIs and other submissions of the Contractor. Changes or substitutions to the construction documents shall not be authorized without concurrence of the City's Project Manager and/or Director of Capital Improvements. The Consultant shall have a maximum of ten (10) calendar days from receipt of shop drawings, samples, RFI's or other submittals by the Contractor, to return the shop drawings or submittals to the Contractor with comments indicating either approval or disapproval. Consultant shall provide the Contractor with a detailed written explanation as to the basis for rejection. Consultant shall have five (5) calendar days to review contractor payment applications to ensure the City complies with Florida Statute §218.70. A2.06-9 The Consultant shall initiate and prepare required documentation for changes as required by the Consultant's own observations or as requested by the City, and shall review and recommend action on proposed changes. Where the Contractor submits a request for Change Order or Change Proposal request, the Consultant shall, within ten (10) calendar days, review and submit to the City, his/her recommendation or proposed action along with an analysis and/or study supporting such recommendation. A2.06-10 The Consultant shall examine the Work upon receipt of the Contractor's request for substantial completion inspection of the Project and shall, prior to occupancy by the City, recommend execution of a "Certificate of Acceptance for Substantial Completion" after first ascertaining that the Project is substantially complete in accordance with the contract requirements. The Consultant shall in conjunction with representatives of the City and the Contractor prepare a punch -list of any defects and discrepancies in the Work required to be corrected by the Contractor in accordance with Florida Statute 218.735. Upon satisfactory completion of the punch -list the Consultant shall recommend execution of a "Certificate of Final Acceptance" and final payment to the Contractor. The Consultant shall obtain from the Contractor upon satisfactory completion of all items on the punch -list, all necessary close-out documentation from the Contractor including but not limited to all guarantees, operating and maintenance manuals for equipment, releases of liens/claims and such other documents and certificates as may be required by applicable codes, law, and the contract, and deliver them to the City before final acceptance shall be issued to the Contractor. A2.06-11 The Consultant shall monitor and provide assistance in obtaining the Contractor's compliance with its contract relative to 1) initial instruction of City's personnel in the operation and maintenance of any equipment or system, 2) initial start-up and testing, adjusting and balancing of equipment and systems and 3) final clean-up of the Project to assure a smooth transition from construction to occupancy by the City. Miscellaneous Structural Engineering Services 29 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB ATTACHMENT B — COMPENSATION A2.06-12 The Consultant shall review the Contractor's "as built" drawings and submit them to the City upon approval by the Consultant. The Contractor is responsible for preparing the "as built" drawings. A2.06-13 The Consultant shall furnish to the City the original documents, including drawings, revised to "as -built" conditions based on information furnished by the Contractor; survey, and specific condition. In preparing the "Record Set" of drawings and other documents, the Consultant shall rely on the accuracy of the information provided by the Contractor, including the Contractor's record drawings. Any certification required under this Agreement including the contents of "as -built" documents is conditioned upon the accuracy of the information and documents provided by the Contractor. Transfer of changes made by "Change Authorization", "Change Order", "Request for Information", substitution approvals, or other clarifications shall be the Consultant's responsibility to incorporate into the "Record Set" of drawings and other record documents. Changes made in the field to suit field conditions, or otherwise made by the Contractor for its convenience, shall be marked by the Contractor on the "Field Record Set" and transferred to the original contract documents by the Consultant. The original documents, as well as the "Record Set" shall become the property of the City. A reproducible set of all other final documents shall be furnished to the City free of charge by the Consultant. The Consultant shall furnish to the City one complete set of "Record Set Drawings", in Auto CADD (computer -aided design and drafting) Version 2000 or such other format acceptable to the City. A2.06-14 The Consultant shall furnish to the City a simplified site plan and floor plan(s) reflecting "as -built" conditions with graphic scale and north arrow. Plans must show room names, room numbers, overall dimensions, square footage of each floor and all fonts used in the drawings. Two sets of drawings shall be furnished on 24" x 36" sheets and one electronic copy. A2.06-15 The Consultant shall assist the City in the completion of the Contractor's performance evaluation during construction work and upon final completion of the Project. A2.07 TIME FRAMES FOR COMPLETION OF PROJECT The following time frames are sequential from the date of the NTP. A concurrent project timeline is attached as Schedule A5. Development of Objectives TBD during Negotiations Schematic Design TBD during Negotiations Design Development TBD during Negotiations 30% Construction Documents TBD during Negotiations 60% Construction Documents TBD during Negotiations 90% Construction Documents TBD during Negotiations Dry— Run Permitting TBD during Negotiations Final Construction Documents TBD during Negotiations Bidding and award of Construction Contract TBD during Negotiations Construction Contract Administration TBD during Negotiations ARTICLE A3 ADDITIONAL SERVICES A3.01 GENERAL Services categorized below as "Additional Services" may be specified and authorized by City and are normally considered to be beyond the scope of the Basic Services. Additional Services shall either be identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager and will be compensated for as provided in Attachment "B", Section B3.05. A3.02 EXAMPLES Except as may be specified in Schedule A herein, Additional Services may include, but are not limited to the following: Miscellaneous Structural Engineering Services 30 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB ATTACHMENT B — COMPENSATION A3.02-1 APPRAISALS: Investigation and creation of detailed appraisals and valuations of existing facilities, and surveys or inventories in connection with construction performed by City. A3.02-2 SPECIALTY DESIGN: Any additional special professional services not included in the Scope of Work. A3.02-3 PRE -DESIGN SURVEYS AND TESTING: Environmental investigations, site evaluations, or comparative studies of prospective sites. Surveys of the existing structure required to complete as -built documentation are not additional services. A3.02-4 EXTENDED TESTING AND TRAINING: Extended assistance beyond that provided under Basic Services for the initial start-up, testing, adjusting and balancing of any equipment or system; extended training of City's personnel in operation and maintenance of equipment and systems, and consultation during such training; and preparation of operating and maintenance manuals, other than those provided by the Contractor, sub -contractor, or equipment manufacturer. A3.02-5 MAJOR REVISIONS: Making major revisions to drawings and specifications resulting in or from a change in Scope of Work, when such revisions are inconsistent with written approvals or instructions previously given by City and are due to causes beyond the control of Consultant. (Major revisions are defined as those changing the Scope of Work and arrangement of spaces and/or scheme and/or any significant portion thereof). A3.02-6 EXPERT WITNESS: Preparing to serve or serving as an expert witness in connection with any arbitration proceeding or legal proceeding, providing, however, that Consultant cannot testify against the City in any proceeding during the course of this Agreement. A3.02-7 MISCELLANEOUS: Any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural/engineering practice related to construction. A3.03 ADDITIONAL DESIGN The City may, at its option, elect to proceed with additional services relating to the Project. ARTICLE A4 REIMBURSABLE EXPENSES A4.01 GENERAL Reimbursable Expenses cover those services and items authorized by the City in addition to the Basic and Additional Services and consist of actual, direct expenditures made by the Consultant and the Subconsultant for the purposes listed below. Transportation, travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. A4.01-1 COMMUNICATIONS EXPENSES: Identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mail between the Consultant's various permanent offices and Subconsultant. The Consultant's field office at the Project site is not considered a permanent office. Cell phones will not be considered as reimbursable expenses under this agreement. A4.01-2 REPRODUCTION, PHOTOGRAPHY: Cost of printing, reproduction or photography, beyond that which is required by or of the Consultant's part of the work, set forth in this Agreement. A4.01-3 GEOTECHNICAL INVESTIGATION: Identifiable Soil Borings and Reports and testing costs approved by Program Manager. A4.01-4 PERMIT FEES: Ali Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the Consultant. A4.01-5 SURVEYS: Site surveys and special purpose surveys when pre -authorized by the Project Manager. A4.01-6 OTHER: Items not indicated in Section 4.01 when authorized by the Project Manager. Miscellaneous Structural Engineering Services 31 RI=Q No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB ATTACHMENT B — COMPENSATION The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or their designee including, without limitation, detailed bills, itemized invoices and/or copies of cancelled checks. A4.02 SUBCONSULTANT REIMBURSEMENTS Reimbursable Subconsultant expenses are limited to the items described above when the Subconsultant`s agreement provides for reimbursable expenses and when such agreement has been previously approved, in writing, by the Director and subject to all budgetary limitations of the City and requirements of this Agreement. ARTICLE A5 CITY'S RESPONSIBILITIES A5.01 PROJECT AND SITE INFORMATION City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant with the information described below, or, if not readily available, may authorize Consultant to provide such information as an Additional Service, eligible as a Reimbursable Expense. A5.01-1 SURVEYS: Complete and accurate surveys of building sites, giving boundary dimensions, locations of existing structures, the grades and lines of street, pavement, and adjoining properties; the rights, restrictions, easements, boundaries, and topographic data of a building site, and existing utilities information regarding sewer, water, gas, telephone and/or electrical services. A5.01-2 SOIL BORINGS, GEOTECHNICAL TESTING: Soil borings or test pits, chemical, mechanical, structural, or other tests when deemed necessary; and, if required, an appropriate professional interpretation thereof and recommendations. Consultant shall recommend necessary tests to City. A5.01-3 GENERAL PROJECT INFORMATION: Information regarding Project Budget, City and State procedures, guidelines, forms, formats, and assistance required for establishing a program as per Section A2.02, Schematic Design. A5.014 EXISTING DRAWINGS: Drawings representing as -built conditions at the time of original construction, subject to as -built availability. However, such drawings, if provided, are not warranted to represent conditions as of the date of receipt. Consultant must still perform field investigations as necessary in accordance with Section A2.01 to obtain sufficient information to perform its services. Investigative services in excess of "Development of Objectives/Normal Requirements," as defined, must be authorized in advance. A5.01-5 RELIABILITY: The services, information, surveys and reports described in A5.01-1 through A5.01-4 above, shall be furnished at City`s expense, and Consultant shall be entitled to rely upon the accuracy and completeness thereof, provided Consultant has reviewed all such information to determine if additional information and/or testing is required to properly design the Project. A5.02 CONSTRUCTION MANAGEMENT A5.02-1 During construction, Consultant and the City staff shall assume the responsibilities described in the general conditions and supplementary conditions of the construction contract relating to review and approval of the construction work by the Contractor. A5.02-2 If City observes or otherwise becomes aware of any fault or defective Work in the Project, or other nonconformance with the contract during construction, City shall give prompt notice thereof to Consultant. Miscellaneous Structural Engineering Services 32 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB ATTACHMENT B — COMPENSATION NIA ATTACHMENT A SCHEDULE Al - SUBCONSULTANTS FIRM NAME I CONSULTING FIELD SCHEDULE A2 - KEY PERSONNEL NAME JOB CLASSIFICATION Douglas Wood, P.E. Principal, Project Manager Robert Santiago, P.E. Principal, Sr. Engineer Maher Oueslati, P.E. Sr. Engineer Isabela Gonzalez, E.I. Engineer Rogelio Martinez Sr. CAD Technician Roberto Abad CAD Technician Kenneth Boyer Administrative Assistant Miscellaneous Structural Engineering Services 33 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB ATTACHMENT B — COMPENSATION ATTACHMENT B - COMPENSATION AND PAYMENTS ARTICLE 61 METHOD OF COMPENSATION The fees for Professional Services for each Work Order shall be determined by one of the following methods or a combination thereof, at the option of the Director or designee, with the consent of the Consultant. a) A Lump Sum as defined in Article B3.01, Lump Sum. b) An Hourly Rate as defined in Article B3.02, Hourly Rate Fees, and at the rates set forth pursuant to the same. B1.01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant payable by the City under this Agreement shall be limited to the amount specified in Article 2.05-1 Compensation Limits, as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise may be alleged or claimed by the Consultant, beyond the cumulative amount provided herein, except where specifically approved in accordance with the City Code by the City Manager or City Commission as applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement. B1.02 CONSULTANT NOT TO EXCEED Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or percentage amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the City shall have no liability or responsibility for paying any amount of such excess, which will be at the Consultant's own cost and expense. ARTICLE B2 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the averages of the certified Wage Rates that have been received and approved by the Director. The averages of said certified Wage Rates are summarized in Attachment B, Schedule 131 - Wage Rates Summary incorporated herein by reference. Said Wage Rates are the effective direct hourly rates, as approved by the City, of the Consultant and Subconsultant employees in the specified professions and job categories that are to be utilized to provide the services under this Agreement, regardless of manner of compensation. B2.02 EMPLOYEES AND JOB CLASSIFICATIONS Attachment B, Schedule B1 - Wage Rates Summary identifies the professions, job categories and/or employees expected to be used during the term of this Agreement. These include architects, engineers, landscape architects, professional interns, designers, CADD technicians, project managers, GIS and environmental specialists, specification writers, clerical/administrative support, and others engaged in the Work. In determining compensation for a given Scope of Work, the City reserves the right to recommend the use of the Consultant employees at particular Wage Rate levels. B2.03 MULTIPLIER For Work assigned under this Agreement, a maximum multiplier of 2.9 for home office and 2.4 for field office shall apply to Consultant's hourly Wage Rates in calculating compensation payable by the City. Said multiplier is intended to cover the Consultant employee benefits and the Consultant's profit and overhead, including, without limitation, office rent, local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, stenographic, administrative and clerical support, other employee time or travel and subsistence not directly related to a project. B2.04 CALCULATION Said Wage Rates are to be utilized by the Consultant in calculating compensation payable for specific assignments and Work Orders as requested by the City. The Consultant shall identify job classifications, Miscellaneous Structural Engineering Services 34 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB ATTACHMENT B — COMPENSATION available staff and projected man-hours required for the proper completion of tasks and/or groups of tasks, milestones and deliverables identified under the Scope of Work as exemplified in Attachment B, Schedule B2, Wage Summary Rates. B2.05 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by the City shall, via the Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g. sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance and unemployment benefits) and an overhead factor. Failure to comply with this section shall be cause for termination of this Agreement. B2.06 ESCALATION There shall be no escalation clause as part of this Agreement. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM Compensation for a Scope of Work can be a Lump Sum and must be mutually agreed upon in writing by the City and the Consultant and stated in a Work Order. Lump Sum compensation is the preferred method of compensation. B3.01-1 LUMP SUM: Shall be the total amount of compensation where all aspects of Work are clearly defined, quantified and calculated. B3.01-2 MODIFICATIONS TO LUMP SUM: If the City authorizes a substantial or material change in the Scope of Services, the Lump Sum compensation for that portion of the Services may be equitably and proportionately adjusted by mutual consent of the Director or designee and Consultant, subject to such additional approvals as may be required by legislation or ordinance. B3.01-3 Lump Sum compensation shall be calculated by Consultant, utilizing the Wage Rates established herein including multiplier, and reimbursable expenses. Prior to issuing a Work Order, the City may require Consultant, to verify orjustify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Schedule A2. B3.02 HOURLY RATE FEES B3.02-1 Hourly Rate Fees shall be those rates for Consultant and Subconsultant employees identified in Schedule B1. All hourly rate fees will include a maximum not to exceed figure, inclusive of all costs expressed in the contract documents, The City shall have no liability for any fee, cost or expense above this figure B3.02-2 CONDITIONS FOR USE Hourly Rate Fees shall be used only in those instances where the parties agree that it is not possible to determine, define, quantify and/or calculate the complete nature, and/or aspects, tasks, man-hours, or milestones for a particular Project or portion thereof at the time of Work Order issuance. Hourly Rate Fees may be utilized for Additional Work that is similarly indeterminate. In such cases, the City will establish an Allowance in the Work Order that shall serve as a Not to Exceed Fee for the Work to be performed on an Hourly Rate Basis. B3.03 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. All reimbursable services shall be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. Miscellaneous Structural Engineering Services 35 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB ATTACHMENT B — COMPENSATION The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices and/or copies of cancelled checks. B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES The design of additive and deductive alternates contemplated as part of the original Scope for a Project as authorized by the Director will be considered as part of Basic Services. The design of additive and deductive alternates that are beyond the original Scope of Work and construction budget may be billed to the City as Additional Services. The fees for alternates will be calculated by one of the three methods outlined above, as mutually agreed by the Director and the Consultant. B3.05 FEES FOR ADDITIONAL SERVICES The Consultant may be authorized to perform Additional Services for which additional compensation and/or Reimbursable Expenses, as defined in this Agreement under Article A4 and B3.03 respectively, may be applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets which can be found on the City's Webpage at http:llwww.miamigov.com/CITP/forms.htmi. The webpage also provides the procedures for completing these forms. Failure to use the forms or follow the procedures will result in the rejection of the Work Order Proposal. B3.05-1 DETERMINATION OF FEE The compensation for such services will be one of the methods described herein: mutually agreed upon Lump Sum; Hourly Rate with a Not to Exceed Limit. B3.05-2 PROCEDURE AND COMPLIANCE An independent and detailed Notice to Proceed (NTP), and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The NTP will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultants' Competitive Negotiation Act, and other applicable laws. B3.05-3 FEE LIMITATIONS Any authorized compensation for Additional Services, either professional fees or reimbursable expenses, shall not include additional charges for office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. For all reimbursable services and Subconsultant costs, the Consultant will apply the multiplier of one (1.0) times the amount expended by the Consultant. B3.06 PAYMENT EXCLUSIONS The Consultant shall not be compensated by the City for revisions and/or modifications to drawings and specifications, for extended construction administration, or for other work when such work is due to errors or omissions of the Consultant as determined by the City. B3.07 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the City for more than three months or terminated without any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized, performed prior to such suspension or termination, together with the cost of authorized reimbursable services and expenses then due, and all appropriate, applicable, and documented expenses resulting from such suspension or termination. If the Project is resumed after having been suspended for more than three months, the Consultant's further compensation shall be subject to renegotiations. ARTICLE B4 PAYMENTS TO THE CONSULTANT B4.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to services performed during each Phase of the Work. The Subconsultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form which can be found on the OCI website at http:Ifwvrw.miamigov.com/CITP/forms.htmi. Failure to submit invoice(s) Miscellaneous Structural Engineering Services 36 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB ATTACHMENT B — COMPENSATION within 60 days following the provision of Services contained in such invoice may be cause for a finding of default. Failure to use the City Form will result in rejection of the invoice. B4.02 FOR COMPREHENSIVE BASIC SERVICES For those Projects and Work Orders where comprehensive design services are stipulated, said payments shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. B4.03 BILLING — HOURLY RATE Invoices submitted by the Consultant shall be sufficiently detailed and accompanied by supporting documentation to allow for proper audit of expenditures. When services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to and incurred by the Subconsultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed. When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to or costs incurred by the Subconsultants engaged on the project or task. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.05 DEDUCTIONS No deductions shall be made from the Consultant's compensation on account of liquidated damages assessed against contractors or other sums withheld from payments to contractors. ARTICLE B5 REIMBURSABLE EXPENSES B5.01 GENERAL Reimbursable Expenses are those items authorized by the City outside of or in addition to the Scope of Work as identified in the Work Order (as Basic Services and/or Additional Services) and consist of actual expenditures made by the Consultant and the Consultants' employees, the Subconsultants, and the Specialty Subconsultants in the interest of the Work for the purposes identified below: B5.01-1 TRANSPORTATION: Transportation shall not be considered as reimbursable expenses under this Agreement. B5.01-2 TRAVEL AND PER DIEM: Travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. B5.01-3 COMMUNICATION EXPENSES: Identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mail between Consultant and Subconsultants. B5.01-4 REPRODUCTION, PHOTOGRAPHY: Cost of printing, reproduction or photography, beyond that which is required by or of the Consultant to deliver services, set forth in this Agreement. All reimbursable expenses must be accompanied by satisfactory documentation. B5.01-5 PERMIT FEES: All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the construction Contractor. Miscellaneous Structural Engineering Services 37 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB ATTACHMENT B — COMPENSATION B5.01-6 SURVEYS: Site surveys and special purpose surveys when pre -authorized by the Project Manager. B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS Reimbursable Subconsultant's expenses are limited to the items described above when the Subconsultant agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the Director and subject to all budgetary limitations of the City and requirements of ARTICLE B5, Reimbursable Expenses, herein. ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS B6.01 GENERAL It is understood that all Consultant agreements and/or work Orders for new work will include the provision for the re -use of plans and specifications, including construction drawings, at the City's sole option, by virtue of signing this agreement they agree to a re -use in accordance with this provision without the necessity of further approvals, compensation, fees or documents being required and without recourse for such re -use. Miscellaneous Structural Engineering Services 38 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB ATTACHMENT B — COMPENSATION ATTACHMENT B SCHEDULE B1 - WAGE RATES SUMMARY ADJUSTED JOB CLASSIFICATION NEGOTIATED AVERAGE HOURLY HOURLY RATE RATE (Multiplier Applied) Principal $77.00 $223.30 Sr. Project Manager $58.00 $168.20 Project Manager $45.00 $130.50 Structural Engineer $35.00 $101.50 CADD Technician $23.68 $68.67 Miscellaneous Structural Engineering Services 39 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB ATTACHMENT B — COMPENSATION ATTACHMENT B SCHEDULE B2 - CONSULTANT INVOICE CITY OF Ii1AMlr[ CAPITAL IMPROVEMENTS & TRANSPORTATION P v To: City of Miami Capital Improvements & Transportation Program 444 SW 2nd Avenue - 8th Floor Miami, FL 33130 _. ............ .......... ATTN: From: _..._ __._. .._...... .. .... ............... Prepare Invoices NOTE: propedy In ewitl payment delay. .........._.._ Strbmil signed origrna{s oniy. ........... Eech Inwice must he signed by a Pfmclpal of the film as designated. Mach appropriate back-up documents In each mwice- ............. ........___.. — ................ ..._.... Purchase Invoice Number: Invoice Date: Month 00, 0000 Page: Invoice Period: From: Morhih 00, 0000 Contract No.: Contract Title: Project No,; Project Name: ..... Order No.: Work Order No: Ta: March DO, DODO SEMACE CONTRACT AMOUNT %COMPLETE TOTAL EARNED TO DATE PREVIOUSLY BIVOICED CURRENT INVOICE AMOUNT Schematic Desi n SD $ - $ _ $ ❑esi nDevelo menl Oq $ $ $ $ 40% Construction Documents 96% c❑ $ $ $ $ 100%Construction Documents 100%CD D Run Permitlin aiddin or Negotiation Phase Conslrvcticn Administration (CA) $ $ $ $ $ $ $ $ Reimbursable Expenses $ $ _ $ - $ _ 1_ Title $ $ $ $ 2_ 3. Tille $ $ $ $ Addidonal Services $ $ $ $ - - _ z, iue $ $ $ $ 3. TiVe $ $ $ $ TOTAL: Prior to this Invoice Remaining Contract BekMtoe: $ $ - $ $ 6 Subtotal: S - Deductions: Total Due : $ TO B C PLETEO SYCONSULTANT _ FIRM CERTIFIED TRUE AND CORRECT BY: _ tsignalure of Pnnclpal) (Type Neme aM Title of Pm,ip.Q SUPPORTING DOCUMENTS CHECKLIST: Activation Letter of Phase bating InWICed'. 5apporting Documents for Inwice', Construction States Report'. rinai Payment D --nfs'. Additional 5orW ce Aulhonzafiors DO NOT COMPLETE. TO BE COMPLETED BY CITY OF MAIW .CITY OF MIAMI APPROVAL: DATE 914 NItTUM Date Received CRP: Date Received for Payment Processing (Budget Department)' Finance Validation, PROJECT MANIAC.LN TEPMLEADER CHIEF OF DESIGN Hector Badia ASSISTANT DIRECTOR - Jeovanny Rodr uez, P.E. DIRECTOR Miscellaneous Structural Engineering Services 40 RFQ No. 16-17-018 DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB T 0 A� R" CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 8/9/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Doral - Just Insurance Brokers 1200 NW 78 Ave Suite 105 Miami FL 33126 CONTACT NAME: PHONE FAX (A/C. No Ex : 305-418-4701 A/C No): 305-418-4706 ADDRESS: jib@jibfl.net INSURERS AFFORDING COVERAGE NAIC # INSURERA: RLI Insurance Company INSURED DOUGWOO-01 Douglas Wood Associates, Inc. 5040 NW 7 Street INSURER B : INSURER C INSURERD: Suite 820 INSURER E Miami FL 33126 INSURER F COVERAGES CERTIFICATE NUMBER:149797150 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUBR D POLICYNUMBER POLICY EFF MMIDDIYYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY F_V_1 CLAIMS -MADE OCCUR Y PSB0008623 Approved by Frank Goriez 12/21/2021 08/09 12/21/2022 022 EACH OCCURRENCE $2,000,000 DAMAGE PR EM SES� a oocur ence $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ Included GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY ❑PRO JECT LOC OTHER: GENERALAGGREGATE $4,000,000 PRODUCTS - COMP/OP AGG $ 4,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PSB0008623 12/21/2021 12/21/2022 COMBINED SINGLE LIMIT Ea accident $2,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ A X UMBRELLA LAB EXCESS LAB X OCCUR CLAIMS -MADE PSE0004572 12/21/2021 12/21/2022 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N /A PEOTH- STATUTE I I ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) The Certificate Holder is Additional Insured with respect to the General Liability Coverage. City of Miami 444 SW 2nd Avenue Miami FL 33130 t,ANUI=I_LA I IUIV SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE A A-z' X� ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB From: Gomez Jr.. Francisco (Frank) To: Caceres, Luls; Qqgygd2,IffN Subject: RE: COI -Douglas Wood Associates - Exp. 06/23/22 Date: Tuesday, August 9, 2022 3:14:54 PM Attachments: Ima2e003 nna iimageOQ5.pn Hi Luis, The COI is adequate. Thanks, Frank Gomez, PIAM, CPII Property & Casualty Manager City of Miami Risk Management (305) 416-1740 Office (305) 416-176o Fax fgam Ka—O�ov.com "Sorving, Enhancing, and Transforming our Eammunity" From: Caseres, Luis <Lcaseres@miamigov,com> Sent: Tuesday, August 9, 2022 3:10 PM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov,com>; Quevedo, Terry <TQuevedo@miamigov.com> Subject: COI -Douglas Wood Associates - Exp. 06/23/22 Good afternoon, Please review and approve. DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB DOUGLWO01 ACORD. CERTIFICATE OF LIABILITY INSURANCE DATE ATE 9/2022 (MMIDD/YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER USI Insurance Services, LLC CONTACT Linda Marini PHONE 813 321-7500 FAX A/C No, Ext : AIC, No : 813 321-7525 2502 N Rocky Point Drive A oRlEss: linda.marini@usi.com Suite 400 Tampa, FL 33607 INSURER(S) AFFORDING COVERAGE NAIC N INSURER A: Travelers Property Cas. Co. of America 25674 INSURED INSURER B : Lexington Insurance Company 19437 Douglas Wood Associates, Inc. 5040 N.W. 7th Street INSURER C Suite 820 -INSURER D Miami, FL 33126 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTRR TYPE OF INSURANCE ADDLSUBR NSR WVD POLICY NUMBER MM/DIDNYYY MM/DD�YY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO - POLICY ❑ JECT LOC PRODUCTS - COMP/Op AGG $ OTHER: Approved by Frank Gom z 09/20/2 $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DIED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN N OFFICER/MEMBER EXCLUDED? ® N / A X U1381<322674 08/15/2022 08/15/2023 X PER OTH- TAT TE E 2 E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 B Professional 031711075 06/23/2022 06/23/202 $2,000,000 per claim Liability $4,000,000 annl aggr. DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Professional Liability coverage is written on a claims -made basis. Retroactive Date Schedule for Professional Liability: 08-23-1994 - $2,000,000 EACH CLAIM / $2,000,000 ANNUAL AGGREGATE 06-23-2016 -. $3,000,000 EACH CLAIM / $3,000,000 EXCESS AGGREGATE ltl3►ll I a LhG\ IL City of Miami 444 SW 2nd Avenue Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) 1 of 1 #S37399584/M36686963 .1P4 ©1988.2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD LYMEW DocuSign Envelope ID: DAA675B9-2BB8-4FED-B316-16E787DD3EEB From: Gomez Jr„ Francis (Frank) To: Caseres, Luis; Quevedo Ted Subject: RE: COI -Douglas Wood Associates Exp 08/15/2022 Date: Tuesday, September 20, 2022 6:42:04 AM Attachments: imaae002,ona ImageOQ(�". ImaggOZ nA Good morning Luis, The C01 is adequate. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management (305) 416-1740 Office (305) 416-176o Fax f9 Qme--Zf— 7iar�7i v. �n� "Serving, Enhancing, and Transfarming our Community" From: Caseres, Luis <Lcaseres@miamigov.com> Sent: Monday, September 19, 2022 4:38 PM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Quevedo, Terry <TQuevedo@miamigov.com> Subject: FW: C01-Douglas Wood Associates Exp 08/15/2022 Good afternoon, Please review and approve. DIVISION OF CORPORATIONS lr % DI 1oi� I L1 j � �' �� u�rkr131r1r© uj!!ur/�lss syd/,sit� Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Profit Corporation DOUGLAS WOOD ASSOCIATES, INC Filing Information Document Number V50137 FEI/EIN Number 65-0343713 Date Filed 07/13/1992 Effective Date 07/10/1992 State FL Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 03/02/2011 Event Effective Date 04/01/2011 Principal Address 5040 NW 7th St.. Suite # 820 Miami, FL 33126 Changed: 10/21/2015 Mailing Address 5040 NW 7th St. Suite #820 Miami, FL 33126 Changed: 06/22/2017 Registered Agent Name & Address WOOD, DOUGLAS 1569 EUCLID AVENUE #5 MIAMI BEACH, FL 33139 Address Changed: 04/10/2008 Officer/Director Detail Name & Address Title P WOOD, DOUGLAS 1569 EUCLID AVENUE, #5 MIAMI BEACH, FL 33139 11111MATAN PEREZ, MARCOS R 1610 S.W. 76TH CT. MIAMI, FL 33155 Title VP Nemati, Navid, Phd 950 Brickell Bay Drive Apt. 3206 Miami, FL 33131 Title VP Martinez, Fernando 8215 SW 72nd Ave Apt. 1010 Miami, FL 33143 Annual Reports Report Year Filed Date 2021 01 /13/2021 2021 09/16/2021 2022 01 /30/2022 Document Images 01/30/2022 -- ANNUAL REPORT View image in PDF format 09/16/2021 —AMENDED ANNUAL REPORT View image in PDF format 01/13/2021 --ANNUAL REPORT View image in PDF format 01/13/2020 -- ANNUAL REPORT View image in PDF format 02/05/2019 -- ANNUAL REPORT View image in PDF format 06/18/2018 -- AMENDED ANNUAL REPORT View image in PDF format 01/14/2018 -- ANNUAL REPORT View image in PDF format 06/22/2017 -- AMENDED ANNUAL REPORT View image in PDF format 01/09/2017 -- ANNUAL REPORT View image in PDF format 02/14/2016 -- ANNUAL REPORT View image in PDF format 10/21/2015 -- AMENDED ANNUAL REPORT View image in PDF format 03/11/2015 -- ANNUAL REPORT View image in PDF format 03/11/2014 -- ANNUAL REPORT View image in PDF format 02/02/2013 -- ANNUAL REPORT View image in PDF format 03/26/2012 -- ANNUAL REPORT View image in PDF format 03/02/2011 -- Name Change View image in PDF format 02/23/2011 --ANNUAL REPORT View image in PDF format 03/16/2010 -- ANNUAL REPORT View image in PDF format 04/14/2009 -- ANNUAL REPORT View image in PDF format 07/28/2008 -- Amendment View image in PDF format 04/10/2008 -- ANNUAL REPORT View image in PDF format 02/09/2007 -- ANNUAL REPORT View image in PDF format 06/20/2006 -- ANNUAL REPORT View image in PDF format 02/22/2006 -- ANNUAL REPORT View image in PDF format 06/29/2005 -- ANNUAL REPORT View image in PDF format 04/10/2004 -- ANNUAL REPORT View image in PDF format 01/13/2003 -- ANNUAL REPORT View image in PDF format 04/08/2002 -- ANNUAL REPORT View image in PDF format 04/04/2001 --ANNUAL REPORT View image in PDF format 04/24/2000 -- ANNUAL REPORT View image in PDF format O5/14/1999 -- ANNUAL REPORT View image in PDF format 01/20/1998 -- ANNUAL REPORT View image in PDF format 07/23/1997 -- ANNUAL REPORT View image in PDF format 02/12/1996 -- ANNUAL REPORT View image in PDF format 03/08/1995 -- ANNUAL REPORT View image in PDF format Florida Department of State, Division of Corporations DIVISION OF CORPORATIONS lr % DI 1oi� I L1 j � �' �� u�rkr131r1r© uj!!ur/�lss syd/,sit� Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Foreign Profit Corporation O'DONNELL & NACCARATO, INC. Filing Information Document Number F07000001912 FEI/EIN Number 22-2381252 Date Filed 04/09/2007 State PA Status ACTIVE Principal Address 701 MARKET STREET SUITE 6000 PHILADELPHIA, PA 19106 Changed: 07/15/2015 Mailing Address 701 MARKET STREET SUITE 6000 PHILADELPHIA, PA 19106 Changed: 07/15/2015 Registered Agent Name & Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE, FL 32301-2525 Name Changed: 11/04/2019 Address Changed: 11/04/2019 Officer/Director Detail Name & Address Title Director, VP Panzarino, Paul P 1160 U.S. 22 2nd Floor Mountainside, NJ 07092 Title President, Director NACCARATO, ANTHONY F 701 MARKET STREET SUITE 6000 PHILADELPHIA, PA 19106 Title Director NACCARATO, PETER A Martinique II 4100 North Ocean Avenue #502 Singer Island, FL 33404 Title Director HART, MARGARET A 681 Mainsail Place Naples, FL 34110 Title Secretary, Director LUNDEN, MARK W 701 MARKET STREET SUITE 6000 PHILADELPHIA, PA 19106 Title VP, Director MORDAN, DENNIS V 701 MARKET STREET SUITE 6000 PHILADELPHIA, PA 19106 Title VP McComas, C. Rodney 1717 East 116th Street Suite 200 Carmel, IN 46032 Title CFO, Director Pastras-Brugler, Melissa 701 MARKET STREET SUITE 6000 PHILADELPHIA, PA 19106 Annual Reports Report Year Filed Date 2020 06/24/2020 2021 05/01 /2021 2022 04/30/2022 Document Images 04/30/2022 -- ANNUAL REPORT View image in PDF format O5/01/2021 --ANNUAL REPORT View image in PDF format 06/24/2020 -- ANNUAL REPORT View image in PDF format 11/04/2019 -- Reg. Agent Change View image in PDF format 04/26/2019 -- ANNUAL REPORT View image in PDF format 04/19/2018 -- ANNUAL REPORT View image in PDF format 04/12/2017 -- ANNUAL REPORT View image in PDF format 04/26/2016 -- ANNUAL REPORT View image in PDF format 04/08/2015 -- ANNUAL REPORT View image in PDF format 04/17/2014 -- ANNUAL REPORT View image in PDF format 04/26/2013 -- ANNUAL REPORT View image in PDF format 04/26/2012 -- ANNUAL REPORT View image in PDF format 04/14/2011 --ANNUAL REPORT View image in PDF format 01/04/2010 -- ANNUAL REPORT View image in PDF format 01/16/2009 -- ANNUAL REPORT View image in PDF format 01/17/2008 --ANNUAL REPORT View image in PDF format 04/09/2007 -- Foreign Profit View image in PDF format Florida Department of State, Division of Corporations