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HomeMy WebLinkAbout25034AGREEMENT INFORMATION AGREEMENT NUMBER 25034 NAME/TYPE OF AGREEMENT ADLER DEVELOPMENT MANAGER LLC & ARQUITECTONICA INTERNATIONAL CORP. DESCRIPTION ACKNOWLEDGMENT & CONSENT/CITY OF MIAMI ADMINISTRATION BUILDING/FILE ID:15141/R-23-0547 EFFECTIVE DATE June 6, 2024 ATTESTED BY TODD B. HANNON ATTESTED DATE 6/6/2024 DATE RECEIVED FROM ISSUING DEPT. 6/17/2024 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Real Estate and Asset Management DEPT. CONTACT PERSON: Hannah Manzo EXT. 1471 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Agreements for Subconsultants of Adler for New City Administrative Building-Arquitectonica IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ® NO TOTAL CONTRACT AMOUNT: N/A FUNDING INVOLVED? ® YES ❑ NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: Professional Services Agreement ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY): Approval of the Agreement between Adler and Arquitectonica per the DCMA with Adler COMMISSION APPROVAL DATE: 12/14/23 FILE ID: 15141 ENACTMENT NO.: R-23-0547 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR (DREAM) May 24, 2024 PRINT: ANDREW W. FREY 16:06:55 EDTc SIGNATURE: A'" F. SUBMITTED TO RISK MANAGEMENT May 27, 2024 PAII�iTi:uj l -�ARIE SHARPE SIGNATURE: IF., IWai..eJ SUBMITTED TO ASSITANT CITY ATTORNEY May 28, 2024 IJl((���"d P B—t�. l AKO SUBMITTED TO CITY ATTORNEY May 30, 2024 PRINT: GEORGE K. WYSONG III 19:35:26 EDT SIGNATURE: G . MysA4 i(i APPROVAL BY ASSISTANT CITY MANAGER / CFO June 5, 2024 PRINT: LARRY SPRING 08:17:53 EDT SIGNATURE: st„,m RECEIVED BY CITY MANAGER June 6, 2024 PRINT: ARTHUR NORIEGA V. I 10:37:18 EDT SIGNATURE: ATTESTED BY CITY CLERK June 6, 2024 I PkIl14T7 :T59DE1MIANNON SIGNATURE e PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER ACKNOWLEDGMENT AND CONSENT The undersigned, CITY OF MIAMI, a municipal corporation of the State of Florida (the "City"), hereby acknowledges receipt of a copy of the executed version of that certain Architectural Services Agreement ("City Project Agreement"), to be entered into by and between Adler Development Manager LLC, a Florida limited liability company ("Adler"), and Arquitectonica International Corp. a copy of the City Project Agreement is attached to this Acknowledgement and Consent as Exhibit "A". The City hereby agrees and confirms that the City has reviewed, acknowledged and hereby consents to Adler's entering into such City Project Agreement for the benefit of the City in connection with the design, development and construction of the City's new administration building. This Acknowledgment and Consent has been executed as of the day of June 6 ,2024 CITY: CITY OF MIAMI, a municipal corporation of the State of Florida By: DocuSigned by: arttuti Nbtt 6-3.7€1)64-tFc_. Arthur Noriega V City Manager ATTEST: DocuSigned by: E4SU tbblE CF14bS.. Todd B Hannon, City Clerk ACTIVE 683271317v2 DocuSigned by: APPROVED AS TO LEGAL FORM AND CORRECTNESS: oocus®yea b : By.(ulisb II( George K. Wysong III City Attorney ACTIVE 683271317v2 .25 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ADLER DEVELOPMENT MANAGER, LLC on behalf of the CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category City of Miami Administration Building Contract Type Project Specific Consultant Arquitectonica International Corp TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 5 ARTICLE 2 GENERAL CONDITIONS 7 2.01 TERM 7 2.02 SCOPE OF SERVICES 7 2.03 COMPENSATION 7 ARTICLE 3 PERFORMANCE 7 3.01 PERFORMANCE AND DELEGATION 7 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 8 3.03 CONSULTANT KEY STAFF 8 3.04 TIME FOR PERFORMANCE 8 3.05 STANDARD OF CARE 8 ARTICLE 4 SUBCONSULTANTS 8 4.01 GENERAL 8 4.02 SUBCONSULTANT RELATIONSHIPS 8 4.03 CHANGES TO SUBCONSULTANTS 9 ARTICLE 5 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 9 6.01 CITY'S RIGHT TO TERMINATE 9 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 ARTICLE 9 INSURANCE 13 9.01 COMPANIES PROVIDING COVERAGE 13 9.02 VERIFICATION OF INSURANCE COVERAGE 13 9.03 FORMS OF COVERAGE 14 9.04 MODIFICATIONS TO COVERAGE 14 ARTICLE 10 MISCELLANEOUS 15 10.01 AUDIT RIGHTS; INSPECTION 15 10.02 ENTIRE AGREEMENT 15 10.03 SUCCESSORS AND ASSIGNS 15 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 15 10.05 APPLICABLE LAW AND VENUE OF LITIGATION 15 10.06 NOTICES 15 10.07 INTERPRETATION 16 10.08 JOINT PREPARATION 17 10.09 PRIORITY OF PROVISIONS 17 10.10 MEDIATION - WAIVER OF JURY TRIAL 17 10.11 TIME 17 10.12 COMPLIANCE WITH LAWS 17 10.13 NO PARTNERSHIP 18 10.14 DISCRETION OF DIRECTOR 18 10.15 RESOLUTION OF CONTRACT DISPUTES 18 City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 10.16 INDEPENDENT CONTRACTOR 18 10.17 CONTINGENCY CLAUSE 18 10.18 THIRD PARTY BENEFICIARY 18 10.19 ADDITIONAL TERMS AND CONDITIONS 19 10.20 SEVERABILITY 18 10.21 COUNTERPARTS; ELECTRONIC SIGNATURES 18 10.22 PROJECTS FUNDED BY FEDERAL OR STATE FUNDS 18 ATTACHMENT A - SCOPE OF WORK 29 ARTICLE Al GENERAL 29 A1.01 SCOPE OF SERVICES 29 A1.02 WORK ORDERS 29 A1.03 PAYMENTS 29 ARTICLE A2 OVERVIEW OF PROJECT SERVICES 29 A2.01 DEVELOPMENT OF OBJECTIVES 30 A2.02 SCHEMATIC DESIGN 30 A2.03 DESIGN DEVELOPMENT 30 A2.04 CONSTRUCTION DOCUMENTS 30 A2.05 BIDDING AND AWARD OF CONTRACT Error! Bookmark not defined. A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT Error! Bookmark not defined. A2.07 TIME FRAMES FOR COMPLETION 30 ARTICLE A3 ADDITIONAL SERVICES 31 A3.01 GENERAL 31 A3.02 EXAMPLES 31 A3.03 ADDITIONAL DESIGN Error! Bookmark not defined. ARTICLE A4 REIMBURSABLE EXPENSES 31 A4.01 GENERAL 31 A4.02 SUBCONSULTANT REIMBURSEMENTS 32 ARTICLE A5 CITY'S RESPONSIBILITIES 32 A5.01 PROJECT AND SITE INFORMATION 32 A5.02 CONSTRUCTION MANAGEMENT Error! Bookmark not defined. SCHEDULE Al - SUBCONSULTANTS 33 SCHEDULE A2 - KEY STAFF 33 ATTACHMENT B - COMPENSATION AND PAYMENTS 35 ARTICLE B1 METHOD OF COMPENSATION 35 B1.01 COMPENSATION LIMITS 35 B1.02 CONSULTANT NOT TO EXCEED 35 ARTICLE B2 WAGE RATES 35 B2.01 FEE BASIS 35 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 35 B2.03 MULTIPLIER Error! Bookmark not defined. B2.04 CALCULATION Error! Bookmark not defined. B2.05 EMPLOYEE BENEFITS AND OVERHEAD Error! Bookmark not defined. B2.06 ESCALATION Error! Bookmark not defined. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 35 B3.01 LUMP SUM 35 B3.02 HOURLY RATE FEES Error! Bookmark not defined. ARTICLE B4 PAYMENTS TO THE CONSULTANT 36 B4.01 PAYMENTS GENERALLY 36 B4.02 FOR COMPREHENSIVE BASIC SERVICES 36 ARTICLE B5 REIMBURSABLE EXPENSES 37 B5.01 GENERAL 37 B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS 37 ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 37 B6.01 GENERAL 37 SCHEDULE B1 - WAGE RATES SUMMARY Error! Bookmark not defined. SCHEDULE B2 - CONSULTANT INVOICE 39 City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Consultant Consultant Office Location City Authorization Agreement Number Architectural Services Project Specific (RFP No. 23-03-03) Arquitectonica International Corp 2900 Oak Avenue, Miami, FL 33133 23-03-03 THIS PROFESSIONAL SERVICES AGREEMENT ("PSA" or "Agreement") made this day of in the year 20 by and between ADLER DEVELOPMENT MANAGER, LLC, a Florida limited liability company, hereinafter called the "Project Manager" or "the Project Manager" on behalf of the City of Miami, Florida, a Municipal corporation of the State of Florida ("City" or "the City"), and ARQUITECTONICA INTERNATIONAL CORP, a Florida corporation, hereinafter called "Consultant" or "the Consultant". RECITAL A. The Project Manager, pursuant to that certain Amended and Restated Development Management & Construction Agreement by and between Project Manager and the City dated January 2, 2023, issued a Request for Proposal ("RFP") No. 23-03-29 on February 20, 2023, for the provision of Architectural Services for the City of Miami Administration Building ("Services"), and the Consultant's proposal ("Proposal"), in response thereto, was selected as the most qualified for the provision of said Services. The RFP and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents ("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) or inconsistencies with the terms of this Agreement, this Agreement shall control and supersede any such conflicts(s). B. WHEREAS, the Project Manager, 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"), City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 and the applicable provisions of the City Procurement Ordinance, including, without limitation, City Code Section 18-87, to provide the professional services as described herein. WITNESSETH, that the Project Manager and the Consultant, for the considerations herein set forth, agree as follows: City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. 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 Project Manager as a party to this Agreement. The City of Miami shall be referred to herein as "City" and Adler Development Manager, LLC as "Project Manager." For the purposes of this Agreement, "City" without modification shall mean the City Manager who may delegate certain tasks to the Project Manager as defined in Section 1.12. 1.08 Commission means the legislative body of the City of Miami. This has the same meaning as City Commission and is an abbreviation. 1.09 Consultant means Arquitectonica International Corp, the corporation that is properly licensed or qualified to perform architectural services, which has entered into this Agreement to provide professional services to the Project Manager / City. 1.10 Contractor means an individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the Project Manager for construction of City facilities and incidentals thereto. 1.11 Department means or refers to the City of Miami's Office of Capital Improvements ("OCI") formerly known as Capital Improvements and Transportation Program ("CITP"). 1.12 Director means the Director of the Project Manager 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 this Agreement, the Director is the top administrator of the Project Manager on behalf of the City Office of Capital Improvements or their authorized designee. 1.13 Errors means items in the plans, specifications, or other documents prepared by the Consultant that are shown incorrectly, which results in a change to the Services. 1.14 Errors and Omissions means design deficiencies in the plans, specifications or other documents prepared by an architect or engineer engaged to prepare construction documents which must be corrected in order for the project to function or be built as intended. 1.15 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. 1.16 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 conditions precedent have been met and/or directing that the Consultant may begin work on the Project. 1.17 Omissions means items that are not shown or included in the plans, specifications, or other documents prepared by an architect or engineer engaged to prepare construction documents which are necessary for the proper and/or safe operation of the Project. City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 1.18 Primary Services means those Services considered by City to be fundamental to the successful management of the Project as stated in the RFP, and in Attachment A of this Agreement. 1.19 Project Manager means ADLER DEVELOPMENT MANAGER, LLC, a Florida limited liability company, a duly authorized representative of the City assigned by the City Manager to manage and monitor Work to be performed under this Agreement. In all respects hereunder, the Project Manager's performance is pursuant to the City's position as the Owner of the Project. 1.20 Program means the City's multi -year Capital Improvements and Transportation Programs, 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. 1.21 Project means the architectural services and incidentals thereto, associated with a City -owned 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. 1.22 Professional Services means those services within the scope of the practice of architectural services as applicable, as defined by the laws of the State of Florida, or those performed by Consultant in connection with his or her professional employment or practice. These services may be abbreviated herein as "architectural services" or "professional services," as applicable, which are within this definition. 1.23 Professional Services Agreement ("Agreement" or "PSA") means this Agreement, all attachments, and any authorized amendments thereto. In the event of a conflict between the Request for Proposal ("RFP") and the Consultant's response thereto, the RFP shall control. In the event of any conflict between the Consultant's response to the RFP and this PSA, this PSA shall control. In the event of any conflict between this PSA and its attachments, this PSA shall control. 1.24 Resolution means the document constituting the official approval of the City Commission as required for the Project Manager to execute this Agreement, or increase the Project Budget, among other matters. 1.25 Risk Management 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. 1.26 Scope of Services or Services means a comprehensive description of the activities, tasks, 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. 1.27 Small Business Enterprise ("SBE") formerly referred to as Community Business Enterprise ("CBE"), means a firm that has been certified by Miami -Dade County, who will provide architectural, landscape, engineering, or surveying and mapping professional services to the Consultant as required pursuant to City Code Section 18-87. 1.28 Subconsultant means a person or organization of properly registered professional architects, engineers, registered surveyor, or mapper, and/or other professional specialties, who 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. City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 1.32 Work Order Proposal means a document prepared by the Consultant, at the request of the Project Manager or City for Services to be provided by the Consultant on a specific phase of a Project. ARTICLE 2 GENERAL CONDITIONS 2.01 TERM The term of this Agreement shall take effect upon the date written above upon its execution by the authorized officers and shall be effective until final completion of the Project and Final Payment is made to the Consultant. The anticipated design and construction schedule is set forth in Attachment A, Schedule. 2.02 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, hereto, which is incorporated into and made a part of this Agreement. 2.03 COMPENSATION 2.03-1 Compensation Limits The amount of compensation payable by the Project Manager / 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, hereto, which is incorporated into this Agreement; provided, however, that in no event shall the amount of compensation payable to the Consultant by the Project Manager/ City, exceed $6,079,218.00 inclusive of Reimbursable Expenses and Owner's Contingency Allowances, as detailed in Exhibit A, Consultant Work Order Proposal, attached hereto, 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 Project Manager / City may, in its sole and absolute discretion, use other compensation methodologies. The Project Manager / City shall not have any liability, nor will the Consultant have any recourse against the Project Manager / City for any compensation, payment, reimbursable expenditures, costs, fees, or charges beyond the compensation limits of this Agreement, as it may be amended from time to time. The Work may never exceed the limitations provided in Section 287.055, Florida Statutes, Consultant's Competitive Negotiation Act, for continuing contracts and other limitations on compensation, as applicable. Notwithstanding anything to the contrary, to the fullest extent permitted by law, Project Manager shall have no liability, responsibility or obligation for any amount due or claimed to be due to the Consultant for any reason whatsoever unless and until, and to the extent that, Project Manager has actually received funds from City specifically designated for disbursement to the Consultant. Receipt of these funds by Project Manager shall be an absolute condition precedent to Consultant's right to receive payment. In the event of any conflict between any other provision of this Agreement (including any attachment hereto) and this provision, this provision shall govern. 2.03-2 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 authorized and approved for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. The Consultant shall utilize Attachment B, Schedule 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 Project Manager. Said approval shall not be construed as constituting an agreement between the Project Manager / City and said another person or firm. Services shall be performed with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances (the "Standard of Care". The Consultant shall perform its services as expeditiously as is consistent with such professional skill and care and ordinary progress of the Project. Nothing in this Agreement shall be interpreted to require Consultant to meet any higher standard of care than as defined in this Section and this Section shall control City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 over any contrary provision. The Consultant represents that it, and it's subconsultants are properly licensed in this jurisdiction to provide the services required by this Agreement. 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 Subconsultants, 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 Project Manager 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 Project Manager, in part, based on qualifications of 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 Project Manager, if 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 Project Manager should there be a delay on the part of the Project Manager / City in fulfilling its obligations under this Agreement as stated herein. Such an extension of time shall not be cause for any claims by the Consultant for additional compensation or for any damages. 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 Industry Design Best Practices, and all regulations promulgated applicable to these professions. Consultant shall perform due diligence, in accordance with 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 budgets and estimates furnished by the Consultant under this Agreement. Consultant shall correct or revise any errors, omissions, and/or deficiencies in its budgets and estimates, or other Services without additional compensation. The Consultant shall coordinate its services with those services provided by the Project Manager and Project Manager's consultants. The Consultant shall contact governmental authorities and utility providers at the appropriate times as is required for approval of the design, and shall respond to comments provided by such governmental authorities as is required for their approval. 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. Services not outlined in the schedule shall be performed under separate contract with the Owner and are specifically excluded from the Consultant's scope of services. 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. 4.02 SUBCONSULTANT RELATIONSHIPS City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 Project Manager / 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 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 any other Agreement it has with the City, or fails to perform any of its obligations hereunder, then the Consultant shall be in Default. If Consultant is given notice of default and does not cure such default in accordance with section 5.03 of this Agreement, the Project Manager / City, in addition to all remedies available to it by law, may immediately, without further notice to the Consultant, terminate this Agreement whereupon no further amounts shall be payable to Consultant and all payments, advances, or other compensation paid by the Project Manager to the Consultant while the Consultant was in default shall be immediately returned to the Project Manager. 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 Project Manager for all expenses incurred by the Project Manager in preparing and negotiating this Agreement, as well as all costs and expenses incurred by the Project Manager in the re -procurement of the Services, including consequential and incidental damages. In the event of Default, the Project Manager 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 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 Project Manager / 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 Project Manager, 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 in said notice, after which time, the Project Manager may terminate the Agreement. The Project Manager, 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 Project Manager. 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 Project Manager 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 PROJECT MANAGER'S RIGHT TO TERMINATE City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 The Project Manager has the right to terminate this Agreement for any reason or no reason, upon ten (10) business day's written notice. Upon termination of this Agreement, all charts, sketches, studies, drawings, and other data and/or documents, including all electronic (digital) copies related to Work authorized under this Agreement, and all other Deliverables (as defined herein), whether finished or not, must be turned over to the Director or the Director's designee. The Consultant shall be paid in accordance with the provisions of Attachment B, provided that said documentation is turned over to the Director or the Director's designee within ten (10) business days of termination. Failure to timely deliver the documentation shall cause Project Manager to withhold any payments due without recourse by the Consultant until all such 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 Project Manager except to receive and 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 / Project Manager, its officials or employees. The Consultant has voluntarily acknowledged the applicability of this Section by submitting a response to this solicitation. 6.02 CONSULTANT'S RIGHT TO TERMINATE The Consultant shall have the right to terminate this Agreement, in writing, for cause following breach by the Project Manager/City, if breach of contract has not been corrected within sixty (60) calendar days from the date of the Project Manager's receipt of a written statement from the Consultant specifying the Project Manager's or City's breach of its duties under this Agreement. Consultant shall give the Project Manager prior written notice in the manner provided herein specifying the Project Manager's or City's breach and afford the Project Manager sixty (60) calendar days to cure. 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 Project Manager shall have the right to terminate the Agreement without liability and, at its discretion, to recover from the Consultant the full amount of 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 (all of the foregoing, collectively "Deliverables"), and all intellectual property rights, copyrights, rights of reproduction and other interests relating to, and in, the Deliverables, and/or the Project, as well as the Deliverables and the Project as physical property, will be considered works made for hire and will, based on incremental transfer wherein the above shall become the property of the Project Manager / 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 Project Manager 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 Project Manager 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 Project Manager's use and occupancy of the Project. Any use of, or reliance on, all or a portion of the building information model without agreement to protocols governing the use of, and reliance on, the information contained in the model shall be at the using or relying party's sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure by the Consultant to promptly deliver all such Deliverables, both hard copy and digital, to the Director or designee within ten (10) business days of cancellation, or within ten (10) business days of request by the Project Manager, shall be just cause for the Project Manager to withhold payment of any fees due the City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Consultant until the Consultant delivers all such documents. The Consultant shall have no recourse to these requirements. 7.03 RE -USE BY PROJECT MANAGER 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 Project Manager'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 Project Manager of plans, documents, studies, or other data for any purpose other than that intended by the terms and conditions of this Agreement for the current Project. 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, or otherwise required by law, 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 concerns or reflect its Services hereunder. Records subject to the provisions of the Public Records Law, Florida Statutes Chapter 119, as amended, 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 Project Manager 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 PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 THE ADLER DEVELOPMENT MANAGER, LLC 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 Agreement and shall expressly require any Subconsultant performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Subconsultant during the Agreement term. ARTICLE 8 INDEMNIFICATION To the fullest extent permitted by law, and at the Consultant's sole cost and expense, the Consultant and Consultant's successors and assigns, shall indemnify, defend, and hold the City, Project Manager, and all of their respective officers, directors, partners, shareholders, managers, members, parents, subsidiaries, affiliates, agents, representatives, employees, successors and/or assigns (collectively, the "Indemnitees") harmless from and against any and all liabilities, losses, damages, fines, punitive damages, debts, costs, penalties, charges and expenses (including, without limitation, claims for property damage or bodily injury, including death, and reasonable attorneys' and expert witnesses' and consultants' fees and costs and other litigation expenses, whether incurred before suit, during suit, during mediation, or at the appellate level) (collectively "Losses" and each individually, a "Loss") arising out of, related to, or connected with, any and all claims, threatened claims, actions, threatened lawsuits, and liabilities asserted by any third party against any Indemnitee regardless of whether or not such Loss is insured, but only to the extent caused by any act, omission or error of Consultant or its Subconsultants or their respective partners, members, managers, agents, officers, directors, representatives, employees and anyone for whose acts or omissions Consultant may be liable; provided, however, that (i) Consultant's obligations to indemnify and hold the Indemnitees harmless from and against a Loss is limited to the portion of the Loss that is caused by the act, omission or fault of Consultant or any Subconsultant, or any employee, agent, or representative of any of them or any other person for whom Consultant is responsible, and (ii) Consultant is not obligated to indemnify or hold the Indemnitee harmless from and against the portion of the Loss that is caused by the act, omission or fault of the Indemnitee. Consultant shall, upon receipt of notice of any Loss, promptly take such action necessary to make a claim under ay applicable insurance policy or policies Consultant is carrying and maintaining; however, if Consultant fails to take such action as is necessary to make a claim under any such insurance policy, then Consultant shall indemnify and hold the Indemnitees harmless from any and all Losses incurred by any of and all Indemnitees in making any claim on behalf of Consultant under any insurance policy or policies required pursuant to this Article 8. The Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Consultant shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Indemnitees as provided herein. Consultant and Project Manager / City have not included a monetary limitation regarding the indemnification obligation of Consultant because the parties have interpreted Section 725.06, Florida Statutes to require that limitation only (a) when Consultant agrees to assume the obligation to indemnify the Indemnitees fully for an entire Loss, whether such Loss was caused in whole or in part by any act, omission, or default of an Indemnitee arising from this Agreement, rather than (b) when Consultant agrees (as with this Agreement) to assume the obligation to indemnify the Indemnitees as set forth in this Agreement. For this reason, it is also understood and agreed that this indemnification obligation complies with the terms of Section 725.06, Florida Statutes, which prevent Consultant from indemnifying the Indemnitees to the extent that any such Loss results (i) from gross negligence, or willful, wanton or intentional misconduct of an Indemnitee or (ii) for statutory violations or punitive damages, except and to the extent the statutory violations or punitive damages are caused by or result from the acts or omissions of Consultant or any Subconsultant or any employee, agent, or representative of any of them or any other person for whom Consultant is responsible. As such, the parties agree that neither shall challenge Consultant's indemnification obligations on the basis that the terms of Section 725.06, Florida Statutes, have not been satisfied. The obligations described in this Section 8 shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person indemnified pursuant to this Section 8. City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Consultant's obligation to defend the Indemnitees for Losses is independent of, and in addition to, Consultant's indemnity obligations and shall apply to the fullest extent permitted by law. With respect to any Loss for which Consultant is obligated to defend an Indemnitee, the Indemnitee shall have the right to control, at Consultant's sole cost and expense, the defense if such Indemnitee determines that the defense being provided by Consultant presents a conflict of interest or is in conflict with the best interests of such Indemnitee and Consultant shall, upon request from such Indemnitee, substitute existing counsel for counsel that is acceptable to the Indemnitee. Consultant's obligations to defend, indemnify and hold the Indemnitees harmless from Losses described in this Section 8 shall not be deemed to be released, waived or modified in any respect by reason of any insurance provided by Consultant under this Agreement. In any and all claims against one or more Indemnitees by any employee of Consultant, anyone directly or indirectly employed by Consultant, or anyone for whose acts Consultant may be liable, the indemnification obligation under Section 8 shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for Consultant under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. Except to the extent that injuries to persons or damage to property are caused by the negligence, gross negligence or willful misconduct of the Indemnitees: (a) Consultant hereby assumes the risk of any and all injury and damage to the personnel and property of Consultant (or its Subconsultants) in or about the Project; and (b) Consultant agrees that the Indemnitees shall not be liable for injury or damage which may be sustained by the person, goods or property of Consultant, or its employees and Subconsultants in or about the Project, whether said damage or injury results from conditions arising within the Project or from other sources. Consultant's obligations under this Section 8 shall survive final completion of the Project or any termination/cancellation of this Agreement. Notwithstanding anything to the contrary herein, no recourse shall be had and no personal liability shall apply to the principals, employees, affiliates, parents, agents, officers, directors, partners and the members of the Consultant. The Consultant shall require all Subconsultant agreements to include a provision that they shall indemnify the City / Project Manager. The Consultant agrees and recognizes that the City / Project Manager 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 / Project Manager in no way assumes or shares any responsibility or liability of the Consultant or Subconsultant under this Agreement. 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 Project Manager all insurance required hereunder and the City's Risk Management Administrator also known as the Director of the Risk Management Department, or their authorized designee, has approved such insurance. The Consultant shall maintain the types and amounts of insurance required by this Agreement from the commencement of the Services through and including the expiration of repose set forth in Section 95.11(3)(c), Florida Statutes. 9.01 COMPANIES PROVIDING COVERAGE 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 City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 The Consultant shall furnish certificates of insurance to the Procurement Department and 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, and in accordance to Insurance Exhibit C contained herein. The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. The Consultant shall furnish copies of insurance policies pertaining to this Agreement to the Procurement Department and 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 $1,000,000.00 per occurrence, $2,000,000.00 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 and Project Manager listed as an additional insureds as reflected by endorsement CG 2010 11/85 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 $1,000,000.00 naming the City and Project Manager as an additional insureds 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 $15,000,000.00 per claim, $15,000,000.00 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. Such coverage shall have an effective date which is retroactive to a date immediately preceding the performance of any Services to be provided under this Agreement. 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 $1,000,000.00 each occurrence. 9.03-5 Subconsultant Compliance The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. 9.03-6 Umbrella Liability The Consultant shall provide umbrella liability coverage in the amount of $15,000,000 each occurrence, $15,000,000 aggregate. The City and Project Manager shall be listed as an additional insured, coverage is excess over the general liability and auto policies. 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 10.06, 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 / Project Manager accompanied by justification. City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ARTICLE 10 MISCELLANEOUS 10.01 AUDIT RIGHTS; INSPECTION The Project Manager 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 Project Manager 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 / Project Manager, acting by and through its City Commission. It is understood that a sale of most 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 / Project Manager approval. The Consultant's services are unique in nature and any assignment, sale transference without City Commission approval shall be cause for the City / Project Manager to terminate this Agreement. The Consultant shall have no recourse from such termination. The City / Project Manager may require bonding, other security, certified financial statements and tax returns from any proposed assignee and the execution of an assignment/assumption Agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. The Consultant and the City / Project Manager 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 Project Manager 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 / Project Manager under Article 8, Indemnification, herein where the Consultant shall pay the City / Project Manager's reasonable attorney's fees in the event the City / Project Manager 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: City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 For Adler Development Manager, LLC: David S. Adler, Manager 3800 NE 1st Avenue, Suite 300 Miami, FL 33137 E mail: Dadler@adlerdevelopment.net Phone: (305) 392-4050 For City of Miami: Arthur Noriega V City Manager Office of the City Manager, City of Miami 444 SW 2' Avenue, 10th Floor Miami, Florida 33130-1910 Email: ANoriega@miamigov.com Phone: 305-416-1025 Annie Perez, CPPO Chief Procurement Officer/Director Department of Procurement, City of Miami 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130-1910 Email: AnniePerez@miamigov.com Phone: 305-416-1910 Victoria Mendez City Attorney Office of the City Attorney, City of Miami 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130-1910 Email: VictoriaMendez@miamigov.com Phone: 305-416-1832 With Copies to: Hector Badia Interim Director Office of Capital Improvements, City of Miami 444 SW 2nd Avenue, 8th Floor Miami, Florida 33130-1910 Email: HBadia@miamigov.com Phone: 305-416-1236 For Consultant: Timothy S. Reedy, CEO Arquitectonica International Corp 2900 Oak Avenue Miami, Florida, 33133 Email: treedy@arguitectonica.com 305-372-1812 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 City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 "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 the subsections of such Section, unless the reference is made to a subsection or subparagraph of such Section or Article. 10.08 JOINT PREPARATION Preparation of this Agreement has been a joint effort of the Project Manager 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 50/50 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. 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, and conform all Deliverables to, 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 Consultant 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 Project Manager 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. City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 II 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 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 Project Manager or 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 Project Manager or decisions of the Project Manager shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. 10.15 RESOLUTION OF CONTRACT DISPUTES The Consultant understands and agrees that all disputes between it and the Project Manager / City based upon an alleged violation of the terms of this Agreement by the Project Manager 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 $500,000.00, the City Manager's decision shall be approved or disapproved by the 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 engaged to provide services to the Project Manager/City as an independent contractor, and not as an agent or employee of the Project Manager or 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. Neither the Project Manager nor the City are a guarantor of any debt or obligation of the Consultant and the Consultant has no ability to bind the Project Manager or the City in this regard. 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 City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 The Consultant and the Project Manager agree that the City is an intended third -party beneficiary to this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto. 10.19 ADDITIONAL TERMS AND CONDITIONS If a PSA or other Agreement was provided by the Project Manager 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 Project Manager, 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. 10.20 SEVERABILITY If any term or provision of this Agreement, or combination of the same, is in violation of any applicable law or regulation, or is unenforceable or void for any reason, such term, provision or combination of same shall be modified or reformed by the court to the minimum extent necessary to accomplish the intention of the entire Agreement to the maximum extent allowable, under any legal form, without violating applicable law or regulation. Notwithstanding, the remainder of the Agreement shall remain binding upon the parties. This Subsection shall not apply if there is a material breach of this Agreement causing cancelation or cancellation for convenience. f. 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. 10.22 PROJECTS FUNDED BY FEDERAL OR STATE FUNDS a. Equitable Adjustment The Procurement Department may, in its sole discretion, make an equitable adjustment in the contract terms and/or pricing if pricing or availability of supply is affected by extreme or unforeseen volatility in the marketplace, that is, by circumstances that satisfy all the following criteria: (1) the volatility is due to circumstances beyond the Contractor's control, (2) the volatility affects the marketplace or industry, not just the particular contract source of supply, (3) the effect on pricing or availability of supply is substantial, and (4) the volatility so affects the Contractor that continued performance of the contract would results in a substantial loss. Consultant might have to supply documentation to justify any requested percentage increase in cost to the City of Miami. b. Non -Appropriation of Funds In the event no fund or insufficient funds are appropriated and budgeted or are otherwise unavailable in any fiscal period for payments due under this contract, then the Project Manager, upon written notice to the Contractor or his assignee of such occurrence, shall have the unqualified right to terminate the contract without penalty or expense to the Project Manager. No guarantee, warranty, or representation is made that any project(s) will be awarded to any firm(s). c. Subcontractors of Work Shall be Identified As part of the contract, Consultant is required to identify any and all Subconsultants/Subcontractors that will be used in the performance of this proposed contract, their capabilities, experience, minority designation, as defined in Ordinance 10062 and the portion of the work to be done by the Subconsultant/Subcontractor. The Consultant shall not, at any time during the tenure of the contract, subcontract any part of his operations or assign any portion or part of the contract, to Subconsultant/Subcontractor(s) not originally mentioned in their Proposal, except under and by virtue of permission granted by the Project Manager through the proper officials. Nothing contained in this specification shall be construed as establishing any contractual relationship between any Subconsultant/Subcontractor(s) and the Project Manager. City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 The Consultant shall be fully responsible to the Project Manager for the acts and omissions of the Subconsultant/Subcontractor(s) and their employees, as for acts and omissions of persons employed by the Consultant. d. Davis -Bacon Act Federally assisted construction contracts must adhere to Davis -Bacon Act wages and benefits rate schedules. Contractor shall use the Federal Wages reflected in Wage General Decision Number FL 180260 01/12/2018 FL260 in developing its proposal for this Consultant shall be required to provide certified payroll records documenting the work performed on this project. e. Compliance with the Copeland "Anti -Kickback" Act 1. The Consultant shall comply with 18 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract. 2. The Consultant or subcontractor shall insert in any subcontracts the clause above and such other clauses as the FEMA may be appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Consultant shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. 3. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a Consultant and subcontractor as provided in 29 C.F.R. § 5.12. f. Compliance with the Contract Work Hours and Safety Standards Act 1. Overtime Requirements: No Consultant or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty (40) hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one half time the basic rate of pay for all hours worked in excess of forty (40) hours in such workweek. 2. Violation; liability for unpaid wages; liquidated damages: In the event of any violation of the clause set forth in paragraph (1) of this section, the Consultant, and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such Consultrant and subcontractor shall be liable to the United States (in case of the work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty (40) hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section. 3. Withholding for unpaid wages and liquidated damages: The City of Miami shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Consultant or subcontractor under any such contract or any other Federal contract with the same Contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the Consultant, such sums as may be determined to be necessary to satisfy any liabilities of such Consultant or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section. 4. The Consultant or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontract. The Consultant shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraph (1) through (4) of this section. g. Parts at Pass -Through Cost (for Repairs Outside the Scope of Work) All costs for parts required for repair jobs and not otherwise included in the scope of work shall be billed at the Consultant's actual cost and will be passed on to the City without markup or any additional fees. The Consultant shall submit purchase receipt of parts along with the labor invoice for payment. City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 J• The Consultant shall be responsible for sourcing all parts necessary to complete the work requirements of each job specification. Replacement parts furnished must be of the same manufacturer or an equal product. All equipment and materials shall be commercial quality and grade and be from a regular product line. Prototype, obsolete, and residential quality/grade equipment/materials shall not be specified or installed in the facilities. h. Notification to Perform Work The Consultant shall notify the Project Manager when an employee is on the property and for what purpose. i. Background Checks The Consultant shall be required to comply with the background screening specifications as listed in the Jessica Lunsford Act, Florida Statue § 1012-32. The law requires that before contract personnel are permitted access on grounds when children are present, or if they will have direct contact with children, or have access to or control of school funds, they must have completed Level Two (2) screening requirements. Prior to commencement of the project, the Consultant shall provide Level Two (2) background screening results for all employees completing the work on park grounds. Equal Employment Opportunity During the performance of any resulting contract from an RFP, the Contractor agrees as follows: 1. The Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant will take affirmative action to ensure that applicants are employed, and the employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representative of the Consultant's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Consultant will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, That in the event a Consultant becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the Consultant may request the United States to enter into such litigation to protect the interests of the United States. k. Clean Air Act 1. The Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. 2. The Consultant agrees to report each violation to the City of Miami and understands and agrees that the City of Miami will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. 3. The Consultant agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. I. Federal Water Pollution Control Act 1. The Consultant agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C.1251 et seq. 2. The Consultant agrees to report each violation to the City of Miami and understands and agrees that the City of Miami will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. 3. The Consultant agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. m. No Obligation by Federal Government The Federal Government is not a party to this contract and is not subject to any obligation or liabilities to the non -Federal entity, Contractor, or any other party pertaining to any matter resulting from the contract. n. Program Fraud and False or Fraudulent Statements or Related Acts The Consultant acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Consultant's actions pertaining to this contract. o. Byrd Anti -Lobbying Amendment, 31 U.S.C. § 1352 (As Amended) Consultants who bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer, or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier, and up to the recipient. Please refer to the "Certification Regarding Lobbying" attachment. It is MANDATORY for the Contractor to return this form signed along with their Proposal. Procurement of Recovered Materials 1. In the performance of this contract, the Consultant shall make maximum use of products containing recovered materials that are EPA -designated items unless the product cannot be acquired; a. Competitively within a timeframe providing for compliance with the contract performance schedule; p. b. Meeting contract performance requirements; or c. At a reasonable price. City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 q• 2. Information about this requirement, along with the list of EPA -designate items, is available at EPA's Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program. DHS, Seal, Logo, and Flags The Consultant shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre -approval. r. Compliance with Federal Law, Regulations, and Executive Orders This is an acknowledgement that FEMA financial assistance will be used to fund this contract only. The Consultant will comply with all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. s. Access to Records 1 The Consultant agrees to provide the Project Manager, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Consultant which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. 2. The Consultant agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 3. The Consultant agrees to provide the FEMA Administrator or his authorized representatives' access to construction or other work sites pertaining to the work being completed under the contract. t. Suspension and Debarment 1. This contract is a covered transaction for the purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the Consultant is required to verify that none of the Consultant, its principals (defined at 2 C.F.R. §180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). 2. The Consultant must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier transaction it enters into. 3. This certification is a material representation of fact relied upon by City of Miami. If it is later determined that the Consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the State of Florida, and the City of Miami, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. 4. The Consultant agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period offer. The Consultant further agrees to include a provision requiring such compliance in its lower tier covered transactions. u. United States Housing and Urban Development; CDBG-MIT 1. This contract is funded by US HUD dollars and Community Development Block Grant (CDBG) dollars, and/or CDBG Mitigation (CDBG-MIT) dollars, and therefore, is subject to federal procurement regulations 2 CFR 200.318 to 200.327. 2. Unless a fixed -price contract is used, profit must be negotiated as a separate element of the price for each contract in which there is no price competition and, in all cases, where a cost analysis is performed. To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by the consultant, the consultant's investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work. v. Section 3 of the Housing and Urban Development Act of 1968 1. The work to be performed under this contract is subject to the requirements of section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (section 3). The purpose of section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD -assisted projects covered by section 3, shall, to the greatest extent City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing. 2. The parties to this contract agree to comply with HUD's regulations in 24 CFR part 135, which implements section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the part 135 regulations. 3. The consultant agrees to send to each labor organization or representative of workers with which the consultant has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this section 3 clause and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. 4. The consultant agrees to include this section 3 clause in every subcontract subject to compliance with regulations in 24 CFR part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR part 135. The consultant will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR part 135. 5. The consultant will certify that any vacant employment positions, including training positions, that are filled (1) after the consultant is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be directed, were not filled to circumvent the consultant's obligations under 24 CFR part 135. 6. Noncompliance with HUD's regulations in 24 CFR part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. 7. With respect to work performed in connection with section 3 covered Indian housing assistance, section 7(b) of the Indian Self -Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian -owned Economic Enterprises. Parties to this contract that are subject to the provisions of section 3 and section 7(b) agree to comply with section 3 to the maximum extent feasible, but not in derogation of compliance with section 7(b). w. Rights to Inventions Made Under a Contract or Agreement If the Federal award meets the definition of "funding agreement" under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. END OF SECTION REMAINDER OF PAGE INTENTIONALLY LEFT BLANK City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST: (1 Arquitectonica International Corporation, a Florida Corporation Signature l Signatu Print e, Title Fgnature AACI 1,1_/ Print Name, Title ttMO�li�! l �Y, 6ita, LJtEG/Pvt; metC JZ- Print Name, Title City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 on the CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) I HEREBY CERTIFY that at a meeting of the Board of Directors of , a corporation organized and existing under the laws of the State of held _ day of a resolution was duly passed and adopted authorizing (Name) as (Title) 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 force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this _ day of , 20_. Secretary: Print: STATE OF frIor,\c& COUNTY OFAawf) NOTARIZATION SS: The foregoinginstrument was acknowledged before me this I day of 4 'i I 20 2.4 , by 111M01-RCe 6 , who is personally known to me or who has produced as identification and who (did / did not) take an oath. a�'+puB�., MONICACELMONTE ?� �; Notary Public - State of Florida w Commission r9 HH 46669 Y a spa' My Comm. Expires Sep 27, 2024 tfsn. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 WITNESS/ATTEST: Adler Development Manager, LLC, a Florida limited liability company Signature Signature Print Name, Title Print Name, Title Signature Print Name, Title City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 NOTARIZATION STATE OF ) SS: COUNTY OF ) The foregoing instrument was acknowledged before me this day of 20 , by , as of Adler Development Manager, LLC, a Florid limited liability company, who is personally known to me or who has produced as identification and who (did / did not) take an oath. SIGNATURE OF NOTARY PUBLIC STATE OF FLORIDA PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL The Consultant shall provide Design Services for the new City of Miami Administration Building. The Consultant shall provide interdisciplinary services necessary to provide design services at each phase of the design process, including Concept Design, Schematic Design, Design Development, Construction Documents, Bidding and Construction Administration in accordance with this Agreement and the Architect's Proposal. A1.01 SCOPE OF SERVICES A1.01-1 The Consultant agrees to provide comprehensive Professional Design 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. The Scope of Services shall include, but are not limited to, evaluation of the City program, schedule, budget, design services for a new City Administration Building including design sketches and drawings, specifications, renderings, design schedule and updates, site logistics plans, opinions of probable construction cost, preparation of bid review documents and review of work prepared by Sub - consultants and other consultants. Consultant shall coordinate, but not be responsible for, consultants hired by Project Manager or the City. A1.02 WORK ORDERS When Project Manager has determined that 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, the Project Manager will prepare a Work Order that will be reviewed by staff and the Director or designee. Upon approval, the Project Manager will issue a written Notice to Proceed (NTP) after approval of the Work Order by the Director or designee. A1.03 PAYMENTS The Project Manager will pay the Consultant in accordance with the 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 PROJECT SERVICES Consultant agrees to provide design services as set forth in the tasks enumerated hereinafter, in accordance with the Florida Building Code, latest edition, all federal, state, county and City of Miami, Florida, Laws, Codes and Ordinances. Consultant shall always maintain an adequate staff of qualified personnel on the Work to ensure its performance as specified in this Agreement. Project shall be designed with Sustainable Objectives as are required by the City of Miami Ordinances (minimum LEED SILVER.) Consultant shall submit one (1) electronic set of all documents at each design phase as required under Article A2, without additional charge, for review and approval by the Project Manager / City. Consultant shall not proceed with the next task of the Work until the documents have been approved, in writing, by Project Manager, and an Authorization to Proceed with the next task has been issued by the Project Manager. Consultant is solely responsible for the technical accuracy and quality of their Work. Consultant shall perform all Work in compliance with Chapter 471 of the Florida Statutes and Rules 61G15-18 through 61G15-37 of the Florida Administrative Code. Consultant shall perform due diligence, in accordance with City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 Services furnished by the Consultant under this Agreement. The consultant shall, without additional compensation, correct or revise any errors, omissions, and/or deficiencies in its Services. Consultant shall review and certify the amounts due the Contractor and shall issue certificates in such amounts. The Consultant's certification for payment shall constitute a representation to the Project Manager, that based on the Consultant's review of the work and the data provided by the Contractor, that, to the best of the Consultant's knowledge, information and belief, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and the application is accurate to the Consultant's satisfaction. Consultant shall review and take appropriate action on Contractor's submittals, shop drawings, product data and samples, but for the limited purpose of checking for conformance with information giving and the design concept expressed in the Contract Documents. The Consultant's review shall not constitute approval of safety precautions or construction means and methods, techniques, sequences, or procedures. With the Project Manager's written approval, the Consultant may authorize minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve adjustment in the Contract Sum or an extension in Contract Time. The Consultant shall maintain a record relative to the changes in the Work. At project completion, the Consultant shall conduct the final site visit and determine the project's completion relative to Substantial Completion, shall determine the Substantial Completion and Final Completion dates, shall issue the necessary certificates, and shall issue the final certificate for payment based on the final site observations and Contractor's Final Application for Payment. The Consultant shall create the final punch list from his observations and the Contractor's issued incomplete and nonconformance work lists and shall review completion of work items on a biweekly basis until completion of the punch list work. The Consultant shall prepare the record set of drawings from the Contractor's as built drawings and submit same to the City. A2.01 CONCEPT DESIGN AND CONSTRUCTION PLAN Please refer to Exhibit A, "Consultant Work Order Proposal". A2.02 SCHEMATIC DESIGN AND CONSTRUCTION PLAN Please refer to Exhibit A, "Consultant Work Order Proposal". A2.03 DESIGN DEVELOPMENT DESIGN AND CONSTRUCTION PLAN Please refer to Exhibit A, "Consultant Work Order Proposal". A2.04 CONSTRUCTION DOCUMENTS DESIGN AND CONSTRUCTION PLAN Please refer to Exhibit A, "Consultant Work Order Proposal". A2.05 TIME FRAMES FOR COMPLETION The following time frames are sequential from the date of the NTP. A concurrent project timeline is attached as Schedule A5. Concept Design Schematic Design Design Development 50% Construction Documents 100% Construction Documents Construction Administration 90 days 60 days 150 days 90 days 90 days 720 days City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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, Article B3.05, Fees for Additional Services. A3.02 EXAMPLES Except as may be specified in Schedule A herein, Additional Services may include, but are not limited to the following: 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 Project Manager. A3.02-2 Specialty Consulting: Any additional special professional services not included in the Scope of Work. A3.02-3 Pre -Design Surveys & Testing: Environmental investigations, site evaluations, or comparative studies of prospective sites. A3.02-4 Major Revisions: Making major revisions to cost studies resulting in or from a change in Scope of Work, when such revisions are inconsistent with written approvals or instructions previously given by Project Manager 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 mediation, arbitration or legal proceeding, providing, however, that Consultant cannot testify against 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. Specifically, preparation for bid documents, permit substitutions, design and construction plan revisions and preparation of record documents are a part of this scope of work and not considered as additional services. ARTICLE A4 REIMBURSABLE EXPENSES A4.01 GENERAL Reimbursable Expenses cover those services and items authorized by the Project Manager 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 Subconsultants. 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 the Project Manager. A4.01-4 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 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 Article A4, Reimbursable Expenses, when authorized by the Project Manager. City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 Project Manager and requirements of this Agreement. ARTICLE A5 PROJECT MANAGER'S RESPONSIBILITIES A5.01 PROJECT AND SITE INFORMATION Project Manager, 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 establishing a program pursuant to Article A2.02, Schematic Design. A5.01-4 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 Article A2.01, Development of Objectives, to obtain sufficient information to perform its services. Investigative services in excess of "Normal Requirements," as defined, must be authorized in advance. A5.01-5 Reliability: The services, information, surveys and reports described in Articles 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. END OF SECTION REMAINDER OF PAGE INTENTIONALLY LEFT BLANK City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT A SCHEDULE Al - SUBCONSULTANTS FIRM NAME CONSULTING FIELD Thorton Thomasetti Structure TLC Engineering Solutions Mechanical, Electrical, Plumbing, Fire, Security, IT Kimley Horn Associates Civil Engineering, Traffic Walker Consultants Parking ARQ Geo Landscape / Hardscape SLS Consulting Life Safety / ADA Cini-Little Food Service TGA Design Signage / Wayfinding Building Center No. 3 Specifications Persohn Hahn Vertical Transportation Socotec / Spinnaker Building Envelope / LEED / FGBC / Commissioning Gardiner and Theobald Cost Estimating SCHEDULE A2 - KEY STAFF NAME JOB CLASSIFICATION Bernardo Fort -Brescia Principal Alejandro Gonzalez Lead Designer Raymond Fort Project Designer Scott Kitchen Project Manager Daniel Rodriguez Project Architect Mario Macias Construction Administration Audrey Flynn Project Architect Beatriz Fernandez Interior Design Ben Hutchens Landscape Architect Alehandro Perez Landscape Architect City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B - COMPENSATION AND PAYMENTS ARTICLE B1 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 Project Manager 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 Project Manager 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 exceeded, the Project Manager 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. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The Project Manager, subject to Section 2.03-1 of the PSA, 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 or justify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Attachment A, Schedule A2 - Key Staff. B3.02 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 City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 Project Manager at direct cost expended by the Consultant. Project Manager authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. The Project Manager will, subject to Section 2.03-1, of the PSA, 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 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 Project Manager /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 B3.02 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 https://www.miamigov.com/Government/Departments-Organizations/Office-of- Capital-Improvements. 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. B3.06 PAYMENT EXCLUSIONS The Consultant shall not be compensated by the Project Manager for revisions and/or modifications to cost estimates, for other work when such work is due to errors or omissions of the Consultant as determined by the Project Manager. B3.07 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the Project Manager 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 renegotiation. 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 Project Manager 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 https://www.miamigov.com/Government/Departments- Organizations/Office-of-Capital-Improvements. Failure to submit invoice(s) within sixty (60) calendar 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, City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. 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 Project Manager and requirements of Article B5, Reimbursable Expenses, herein. ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS B6.01 GENERAL City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 Project Manager'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. END OF SECTION REMAINDER OF PAGE INTENTIONALLY LEFT BLANK City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B - COMPENSATION AND PAYMENTS SCHEDULE B2 - CONSULTANT INVOICE City of Miami Administration Building RFP 23-02-20 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS (OC1) CONSULTANT STANDARD INVOICE To:C1ly or AWN QITIC! M Captal Imurovenne1t5 ;C'rC1 I 444 SN1$1d Avenue- 813 now Many. FL 33134 ATTN: NOTE o n.•al•ad Im.t « 10 e`v .1r b. .taee..d ten I..b rumba.. c•t ewers tweeds prow e w war to ee.l s.►r Leer ..m tent ea newt ley • Iln..gr Wee We in tnei.mod 03efiePRePes Ysk-aP Otwesaee b .d. ewes 5.e.A the lam! •Om aFwlo OON111ACT In via ice . .ironer In YG'+oe Deere Rage- ^rs Y]! Per oc ate .10l NO Contract TN* Pr3jeol NO. ¢roJeC+C NarY* P J.r .1GA CM•7ee NO. hoA. 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City of Miami Administration Building RFP 23-02-20 ARQUINT-01 CRODRIGUEZ , ,d►coRO CERTIFICATE OF LIABILITY INSURANCE �� DATE(MM/DD/YYYY) 5/24/2024 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 Butler, Buckley, Deets, Inc. 7205 Corporate Center Dr Suite 310 Miami, FL 33126 CONTACT CECILIA RODRIGUEZ NAME: PHONE 305 262-0086 215 FAX 305 262-0187 (A/C, No, at): ( ) (A/c, No):( ) a DD RIESS: CRODRIGUEZ@BBDINS.COM INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Palomar Excess And Surplus Insurance Co 16754 INSURED ARQUITECTONICA INTERNATIONAL CORP 2900 OAK AVENUE Miami, FL 33133 INSURER B : Texas Insurance Company 16543 INSURERC: INSURER D : 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 CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES 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 INSD SUBR W VD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE POLICY OTHER: LIMIT APPLIES JECT PER: LOC GENERAL AGGREGATE $ PRODUCTS - COMP/OPAGG $ $ AUTOMOBILECOMBINED LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON-OWNEDUUON SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per PROPERTY $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE CPPLXS-23-0002-01 1/15/2024 1/15/2025 EACH OCCURRENCE $ 7,500,000 AGGREGATE $ 7,500,000 DED X RETENTION $ 2,500,000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ B B PROF LIABILITY PROF LIABILITY BFLPMLTFL011400_021196_0 BFLPMLTFL011400_021196_0 1/15/2024 1/15/2024 1/15/2025 1/15/2025 EACH CLAIM AGGREGATE 2,500,000 2,500,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) PROJECT- THE CITY OF MIAMI BUIDLING PROFESSIONAL LIABILITY COVERAGE IS WRITTEN ON A CLAIMS MADE AND REPORTED BASIS. RETRO- DATE- FULL PRIOR ACTS - PROFESSIONAL LIABILITY TOTAL LIMIT $10,000,000. PER CLAIM AND POLICY AGGREGATE. CERTIFICATE HOLDER CANCELLATION CITY OF MIAMI CITY 444 SW 2 AVENUE MIAMI, FL 33130 oo��s9�eM: zr.39scasw2iarr... 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) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: ARQUINT-01 LOC #: CRODRIGUEZ A�ORO ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY Butler, Buckley, Deets, Inc. NAMED INSURED 2900 OAK AVENUE INTERNATIONAL CORP Miami, FL 33133 POLICY NUMBER SEE PAGE 1 CARRIER SEE PAGE 1 NAIC CODE SEE P 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance NAMED INSURED ARQUITECTONICA INT'L. CORP ARQUITECTONICA GEO, ARQUITECTONICA CA PA, ARQUITECTONICA NEW YORK PC ARQUITECTONICA INTERIORS ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ARQUINT-01 CRODRIGUEZ ACORO kit.---- OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 5/24/2024 5/24/2024 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 Butler, Buckley, Deets, Inc. 7205 Corporate Center Dr Suite 310 Miami, FL 33126 CONTACT CECILIA RODRIGUEZ NAME: PHONE 305 262-0086 215 FAX 305 262-0187 (A/C, No, Ext): ( ) (A/c, No):( ) E-MAILDSs: CRODRIGUEZ@BBDINS.COM INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Hartford Fire Ins Co 19682 INSURED ARQUITECTONICA INTERNATIONAL CORP 2900 OAK AVENUE Miami, FL 33133 INSURER B : HARTFORD CASUALTY INS CO 29424 INSURER C: INSURERD: 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 CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES 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 INSD SUBR W VD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X 21 UUN OL5135 9/4/2023 9/4/2024 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 300,000 MED EXP (Any one person) $ 10,000 PERSONAL &ADV INJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PO- JE0 PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ B AUTOMOBILE X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON-OWNEDUUON 21 UEN OL5661 9/4/2023 9/4/2024 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per PROPERTY $ $ B X UMBRELLA LIAB EXCESSLIAB X OCCUR CLAIMS -MADE 21 XHU OL5136 9/4/2023 9/4/2024 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 DED X RETENTION $ 10,000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/ N N / A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) PROJECT- THE CITY OF MIAMI BUILDING CITY OF MIAMI IS INCLUDED AS AN ADDITONAL INSURED UNDER THE GENERAL LIABILITY ON A PRIMARY AND NON-CONTRIBUTORY BASIS WHEN REQUIRED BY A WRTTEN CONTRACT CERTIFICATE HOLDER CANCELLATION CITY OF MIAMI 444 SW 2 AVE MIAMI, FL 33130 �us.saEenr. &alAk. t,�j. xsw;.t r... 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) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: ARQUINT-01 CRODRIGUEZ LOC #: 1 AFRO ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY Butler, Buckley, Deets, Inc. NAMED INSURED 2900 OAK AVENUE INTERNATIONAL CORP Miami, FL 33133 POLICY NUMBER SEE PAGE 1 CARRIER SEE PAGE 1 NAIC CODE SEE P 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance NAMED INSURED ARQUITECTONICA INT'L. CORP ARQUITETONICA GEO ARQUITECTONICA CA PA ARQUITECTONICA NEW YORK PC ARQUITECTONICA INTERIORS ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section II — Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V —Definitions. SECTION l — COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily Injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explidtly provided for under Supplementary Payments — Coverages A and B. b. This Insurance applies to "bodily injury and "property damage" only if: (1) The "bodily Injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory'; HO 00 01 06 05 (2) The "bodily injury" or "property damage" occurs during the policy period; and Prior to the policy period, no insured listed under Paragraph 1. of Section I1 — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or daim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior 10 the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the 'bodily injury" or "property damage" to us or any other insurer, (2) Receives a written or verbal demand or daim for damages because of the "bodily injury" or "property damage"; or Becomes aware by any other means that "bodily injury or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice (1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only If: (e) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. (3) (3) ® 2005 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) Page 1of18 (2) For the purpose of determining the limits of insurance for Inddental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily Injury" or "property damage" expected or intended from the standpoint of the insured. This exdusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract ar agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of "bodily injury" or "property damage", provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or altemative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily Injury" or "property damage" for which any Insured may be held liable by reason of (1) Causing or contributing to the Intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the Influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only If you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capadty; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pallution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by. or rented or loaned to, any insured. However, this subparagraph does not apply to: (I) 'Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, ar equipment that is used to heat water for personal use, by the building's occupants or their guests; (1i) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as en additional Insured with respect to your ongoing operations performed for that additional Insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or Page2of18 110 000100 06 (tit) "Bodily Injury" or "property damage" arising out of heats smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, proceasing or treatment of waste; (c) Which are or were at any time transported. handled, stored, treated, disposed of, or processed as waste by or for (I) Any Insured; or (II) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any Insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations If the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (I) 'Bodily injury" or "property damage" arising out of the escape of fuels. kJbricants or other operating fluids which are needed to perform the normel electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, If such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply If the 'bodily injury" or "property damage" arises out of the Intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or If such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged. dispersed or released as part of the operatrons being performed by such Insured, contractor or subcontractor; (II) "Bodily Injury or "property damage" sustained within a bu'Iding and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (ill) "Bodily injury" or "property damage' arising out of heat, amoke or fumes from a °hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, dean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, deaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and loading or unloading". This exclusion applies even if the daims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the Insured; HO00010dO5 Page 3of18 (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily Injury" or 'property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that Is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other Insurance for such 'bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity. t. War "Bodily injury" or "property damage". however caused, arising, directly or Ind.rectly, out of: (1) War, including undeclared or civil war, (2) Warlike action by a military force, Including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority In hindering or defending against any of these. I. Demrage To Property "Property damage to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, Including prevention of Injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, If the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage (other than damage by fire) to premises, induding the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III — Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exdusion do not apply to "property damage" arising from the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exdusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at the job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products - completed operations hazard". k. Damage To Your Product "Property damage" to "your product' arising out of it or any part of it. I. Damage To Your Work "Property damage to "your work" arising out of it or any part of it and included in the "products - completed operations hazard". This exdusion does not apply If the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m. Damage To impaired Property Or Property Not Physically Injured "Property damage" to impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, Inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and acddental physical injury to "your product' or "your work" after it has been put to Its Intended use. Page 4 of 18 HO 00 01 08 05 n. Recall Of Products, Work Or impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; If such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in It. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury". p. Electronic Data Damages arising out of the Toss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. As used In this exdusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD- ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. Employment -Related Practices "Bodily injury" to: q• (1) A person arising out of any "employment — related practices"; or (2) The spouse. child, parent, brother or sister of that person as a consequence of "bodily injury" to that person at whom any "employment - related practices" are directed. This exclusion applies: (1) Whether the Insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the Injury. r. Asbestos (1) "Bodily Injury" or "property damage" arising out of the "asbestos hazard". (2) Any damages. Judgments, settlements, loss, costs or expenses that: (a) May be awarded or Incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any daim or suit for damages because of testing for, monitoring, deaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an 'asbestos hazard". Damage To Premises Rented To You — Exception For Damage By Fire, Lightning Or Explosion Exclusions c. through h. and j. through n. do not apply to damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III — Limits Of Insurance. COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section ill — limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments — Coverages A and B. b. This insurance applies to "personal and advertising Injurer" caused by an offense arising out of your business but only if the offense was committed In the "coverage territory" during the policy period. HG00010605 Pao 5of18 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" arising out of an offense committed by, at the direction or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Material Published With Knowledge Of Falsity "Personal and advertising Injury" arising out of oral, written or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral, written or electronic publication of material whose first publication took place before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied contract to use anther's "advertising idea" in your "advertisement". Quality Or Performance Of Goods — Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services. i. Infringement Of Intellectual Property Rights "Personal and advertising Injury" arising out of any violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity. However, this exclusion does not apply to Infringement, in your "advertisement", of: (1) Copyright; g• (2) Slogan, unless the slogan is also a trademark, trade name, service mark or other designation of origin or authenticity; or (3) Title of any literary or artistic work. j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web sites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 17.a., b. and c. of "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, placing an "advertisement" for or linking to others on your web site, by itself, is not considered the business of advertising, braadcc asting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury' arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. n. Pollution -Related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or In any way respond to, or assess the effects of, 'pollutants"; or (2) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". Page 8 of 18 HG 00 01 06 08 o. War ' Personal and advertising injury, however caused, arising, directly or indirectly, out of: (1) War. induding undeclared or civil war, (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. p. Internet Advertisements And Content Of Others "Personal and advertising injury" arising out of: (1) An "advertisement" for others on your web site; (2) Placing a link to a web site of others on your web site; (3) Content, induding information, sounds, text, graphics, or Images from a web site of others displayed within a frame or border on your web site; or (4) Computer code, software or programming used to enable: (a) Your web site; or (b) The presentation or functionality of an "advertisement" or other content on your web site. q. Right Of Privacy Created By Statute ' Personal and advertising injury" arising out of the violation of a person's right of privacy created by any state or federal act. However, this exdusion does not apply to liability for damages that the insured would have in the absence of such state or federal act. r. Violation Of Anti Trust law "Personal and advertising injury" arising out of a violation of any anti-trust law. s. Securities "Personal and advertising injury" arising out of the fluctuation in price or value of any stocks, bonds or other escudos. t, Discrimination Or Humiliation "Personal and advertising injury' arising out of discrimination or humiliation committed by or at the direction of any 'executive officer, director, stockholder, partner or member of the insured. u. Employment -Related Practices ' Personal and advertising Injury" to: (1) A person arising out of any "employment - related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury' to that person at whom any "employment -related practices" are directed. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capadty; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. v. Asbestos (1) 'Personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages. judgments, settlements, Toss, costs or expenses that: May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". COVERAGE C MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The acddent takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident, and The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. (3) (a) (c) HG 00 01 05 05 Page 7 of 18 b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily Injury": a. Any Insured To any insured, except "volunteer workers'. b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. f. Products -Completed Operations Hazard Included within the 'products -completed operations hazard". g. Coverage A Exclusions Exduded under Coverage A. SUPPLEMENTARY PAYMENTS — COVERAGES A AND B 1. We will pay, with respect to any daim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses Incurred by the Insured at our request to assist us in the Investigation or defense of the claim or "suit", Including actual loss of earnings up to $500 a day because of time off from work. e. All costs taxed against the insured in the "suit". f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of Insurance. 2. 1f we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "Insured contract"; b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; a. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the Indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "cult"; and (b) Conduct and control the defense of the indemnitee In such "suit'. So long as the above conditions ars met, attorneys' fees Incurred by us in the defense of that indemnitee, Page 5 of 15 HG 00 01 06 05 necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I — Coverage A — Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily Injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: a. We have used up the applicable limit of insurance In the payment of judgments or settlements; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION 1I — WHO IS AN INSURED 1. If you are designated in the Declarations as! a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also Insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also Insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a parinersh'p, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also Insureds, but only with respect to their liability as stockholders. e. A trust, you are an Insured. Your trustees are also Insureds, but only with respect to their duties as trustees. 2. Each of the following Is also an insured a. Employees and Volunteer workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (If you are an organization other than a partnership, Joint venture or limited liability company) or your managers (d you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodlans of Your Property Any person or organization having proper temporary custody of your property If you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will (a) (c) HG00010005 Page 9of18 have all your rights and duties under this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally Incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which an insured under this Coverage Part Is also an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehlde registration law, any person Is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization Is an Insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, In the charge of or occupied by you or the employer of any person who Is an Insured under this provision. 5. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -'employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision dition By Written __dntract The followma IJGI Dial Vij u. ganization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold In the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". (1) The insurance afforded the vendor Is subject to the following additional exclusions: This Insurance does not apply to: (a) "Bodily Injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability In a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; Page 10 of 18 HG 00 01 08 05 (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container, Any failure to make such inspections. adjustments, tests or servidng as the vendor has agreed to make or normally undertakes to make In the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (I) The exceptions contained in Sub- paragraphs (d) or (f); or (II) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily Injury", "property damage" or "personal and advertising injury" caused. In whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the Insurance afforded to these additional insureds this Insurance does not apply to any "occurrence" which takes place after the equipment lease expires. (e) (9) c. Lessors of Land or Premises Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exdusions apply: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to lease that land; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers or Surveyors Any architect, engineer, or surveyor, but only with respect to liability for 'bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds, the following additional exdusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. e. Permits Issued By State Or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdvision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to; (1) "Bodily injury", "property damage" or "personal and advertising Injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" Included within the "products -completed operations hazard". HG 00 01 06 05 Page 11 of 18 f. Any Other Party Any other person or organization who is not an Insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations; (2) In connection with your premises owned by or rented to you; or (3) In connection with "your work" and included within the "products -completed operations hazard", but only if (a) The written contract or agreement requires you to provide such coverage to such additional insured; and (b) This Coverage Part provides coverage for "bodily injury' or "property damage" included within the "products -completed operations hazard". With respect to the insurance afforded to these additional insureds, this Insurance does not apply 1o: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of. or the failure to render, any professional architectural, engineering or surveying services, induding7 (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities, The limits of insurance that apply to additional insureds under this provision is described in Section III - Limits Of Insurance. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV — Connect all General Liability Conditions. No person or organization is an Ensured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured In the Declarations. SECTION III — LIMITS OF INSURANCE 1. The Most We will Pay The Limits of insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "sults" brought; or c. Persons or organizations making claims or bringing "suits". 2. Genera! Aggregate Limit The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard"; and c. Damages under Coverage B. 3. Products -Completed Operations Aggregate Limit The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" Included in the "products -completed operations hazard". 4. Personal and Advertising Injury Limit Subject to 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5. Each Occurrence Limit Subject 10 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury" and "property damage' arising out of any one "occurrence". 6. Damage To Premises Rented To You Limit Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion. the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 7. Medical Expense Limit Subject to 5 above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of 'bodily injury" sustained by any one person. 8. How Limits Apply To Additional Insureds 11 you have agreed in a written contract or written agreement that another person or organization be Page 12of18 H000010805 added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: a. The limits of Insurance specified in the written contract or written agreement or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown In the Declarations, unless the policy period is extended after issuance for an additional period of Tess than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the Insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim Is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other Involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other Information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insureds Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other Insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance Is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Sult Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, If you or an additional insured is a corporation; Any trustee, if you or an additional insured is a trust; or Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This duty applies separately to you and any additional Insured. 3. Legal Action Against Lis No person or organization has a right under this Coverage Part a. To Join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an Insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or (1) (3) (5) (8) HO 00 01 08 05 Page 13 of 18 that are In excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the daimanrs legal representative. 4. Other insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That Is Fire, Extended Coverage, Builder's Risk. Installation Risk or similar coverage for your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft 11 the loss arises out of the ms"ntenence or use of aircraft, "autos" or watercraft to the extent not subject to Exciusion g. of Section I - Coverage A - Bodily injury And Property Damage Liability; (5) Property Damage to Borrowed Equipment Or Use Of Elevators if the loss arises out of "property damage' to borrowed equipment or the use of elevators to the extent not subject to Exduslon J. of Sect(`on I - Coverage A - Bodily Injury And Property Damage Liability; When You Ars Added As An Additional insured To Other insurance Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (5) (7) When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary. we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement, or permit that this insurance is primary and non-contributory with the additional Insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that Is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until It has paid Its applicable limit of insurance or none of the loss remains, whichever comes first. Page 14 of 18 NG 00 01 08 08 If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the dose of each audit period we will compute the eamed premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will retum the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As If each Named Insured were the only Named Insured; and b. Separately to each Insured against whom claim is made or "suit" Is brought. B. Transfer Of Rights Of Recovery Against Others To Us a. Transfer of Rights Of Recovery If the Insured has rights to recover all or part of any payment, induding Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) It the insured has waived any rights of recovery against any person or organization for all or part of any payment, induding Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. if notice is mailed, proof d mailing wig be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; or b. Any other publication that is given widespread public distribution. However, "advertisement" does not indude: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and indudes the mere presence of asbestos In any form. 4. "Auto" means a land motor vehicle, trailer or semitrailer designed for travel on public roads, induding any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. HG 00 01 06 05 Page 15 of 18 8. "Coverage territory" means: a. The United States of America (including its terntones and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or c. All other parts of the world If the injury or damage arises out of: (1) (2) Goods or products made or sold by you in the tarrlory described In a. above; The activities of a person whose home Is in the territory described In a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including Its territories and possessions), Puerto Rico or Canada, in a "suit" an the merits according to the substantive law in such territory cc in a settlement we agree to. 7. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 8. "Employment -Related Practices" means. a. Refusal to employ a person; b. Termination of a person's employment; or c. Employment -related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or dlacriminatlon directed at a person. 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10."Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11."Impaired property' means tangible property, other than "your product" or "your work", that cannot be used or is Tess useful because: a. It Incorporates your product" or 'your work" that Is known or thought to be defect?ve, deficient, Inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement. 12."Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that Indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage to Premises Rented To You Limit described in Section ill — Limits of Insurance; A sidetrack agreement Any easement or license agreement, incuding an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement f. That part of any other contract or agreement pertaining to your business (including an indemnification of a munidpality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders. change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an Injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13."Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 141."Loading or unloading" means the handling of property a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. c. Page 18 of 18 HO 00 01 08 05 b. While It is in or on an aircraft. watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15."Mobile equipment means any of the following types of land vehicles, induding any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehides designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehides that travel on crawler treads; d. Vehides, whether self-propelled or not, maintained primarily to provide mobilty to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehides not described in a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment or (2) Cherry pickers and similar devices used to raise or lower workers: f. Vehides not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehides with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, Including spraying, welding, building cleaning, geophysical exploration, lighting and well servldng equipment. 16."Occurrence" means an accident, induding continuous or repeated exposure to substantially the same general harmful conditions. 17."Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18."Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste indudes materials to be recycled, reconditioned or reclaimed. 19."Products-completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its Intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. g• HG 00 01 05 05 Page 17 018 h. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a conditon in or on a vehicle not owned or operated by you, and that condition was created by the loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or Products or operatons for which the classification, listed in the Declarations or in a policy schedule, states that products - completed operations are subject to the General Aggregate Limit. 20."Property damage" means: a. Physical injury to tangible property, induct -rig all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the tme of the "occurrence" that caused It. As used in this definition, computerized or electronically stored data, programs or software are not tangible property. Electronic data means Information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from; computer software, including systems and applications software, hard or floppy disks, CD- ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 21."Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are dalmed and to which the Insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding In which such damages are claimed and to which the insured submits with our consent. (3) 22. Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- term workload conditions. 23."Volunteer worker" means a person who a. Is not your "employee"; b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not pad a fee, salary or other compensation by you or anyone else for their work performed for you 24. "Your product": a. Means (1) Any goods or products, other than real property, manufactured, sold, handled, d stributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment fumished in connection with such work or operations. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work", and (2) The providing of or failure to provide warnings or Instructions. Page 10of18 H000010605 Olivera, Rosemary From: Manzo Macias, Hannah Sent: Monday, June 17, 2024 2:09 PM To: Olivera, Rosemary Cc: Hannon, Todd Subject: Fully Executed Arquitectonica Acknowledgement and Consent Attachments: Combine Arquitectonica Acknowledgement and Consent.pdf Good afternoon, I hope that all is well. Please find the fully executed Arquitectonica Acknowledgement and Consent attached. Sincerely, Hannah M. Manzo Business Systems Administrator Building City of Miami 444 SW 2 Avenue, 3 Floor, Miami, FL 33130 (305) 416-1471