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24146
AGREEMENT INFORMATION AGREEMENT NUMBER 24146 NAME/TYPE OF AGREEMENT CALVIN GIORDANO & ASSOCIATES, INC. DESCRIPTION PROFESSIONAL SERVICES AGREEMENT/MISCELLANEOUS ENGINEERING SERVICES/MATTER ID: 22-630 EFFECTIVE DATE November 8, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 11/8/2022 DATE RECEIVED FROM ISSUING DEPT. 11/14/2022 NOTE DOCUSIGN AGREEMENT BY EMAIL DocuSign Envelope ID: BAFCOC7F-OF70-4B5D-896E-B0DC7384E834 .f * ,,q,ar.a,ai i, x 0 it k CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Procurement DEPT. CONTACT PERSON: Max Sagesse/Luis Caseres EXT. 1913 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Calvin Giordano & Associates, Inc. IS THIS AGREEMENT AS A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑■ YES ❑ NO TOTAL CONTRACT AMOUNT: $500,000.00 FUNDING INVOLVED? ❑■ YES ❑ NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑■ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY) Continuing Contract - RFQ 20-21-011 PURPOSE OF ITEM (BRIEF SUMMARY) Miscellaneous Engineering Services• COMMISSION APPROVAL DATE: FILE ID: N/A ENACTMENT NO.: N/A IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: Contract is within the City Manager's approval authority. ROUTING INFORMATION Date Signature/Print APPROVAL BY DEPARTMENTAL DIRECTOR Reviewed by FVP. Signatory party is listed in October 6, 2022°`� the Certificate ni P r z gl.�i. 34 of Authority. DocuSigned by: EDT ,. 411```" SUBMITTED TO RISK MANAGEMENT October 6, 2022q jni\1TA. far '— 89b4Uhb(3CAC4b8. .. D DocuSigned by: SUBMITTED TO CITY TTQRNF�YI ez on behalf Matter ID No. 22-6300f (10/31/22) October 31, 202 c r 0bi9f8i§ b ek 939y:E 7... anreL 19. APPROVAL YY BIcDGET ai iaoi i . Fun ng i s ase on avai a i ty i n November 2, 20 r1l R!*:4 h, th 9UAF 61- EU45 7... DocuSigned by: D� — captLal proj-ecLs as heeded LEM 11/1/2022 APPROVAL BY ASSISTANT CITY MANAGER November 7, 202rrYY$ 3'�'1'rcl � �ynedby95.. BC Nz ribe Ihekwab e( 16:35:01 \--C902602B97E54D4... ocuSigned by: ES� POW- (61wadia APPROVAL BY DEPUTY CITY MANAGER November 7, 2022 r 94JbHr t4U408... RECEIVED BY CITY MANAGER November 7, 202hlir7111Tr1ie�R DocuSigned by: S5._II '_ 'Nori tia 2,59GFCCC372DD42A... SUBMITTED TO AND ATTESTED BY CITY CLERK November 8, 202 2 li:18:45 To d H uppon DocuSigned by: EST� 1) ONE ORIGINAL TO CITY CLERK 2) ONE COPY TO CITY ATTORNEY'S OFFICE 3) REMAINING ORIGINAL(S) TO ORIGINATING DEPARTMENT — E46D7560DCF1459... PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER PR 22273 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT OR AMENDMENT OVERVIEW PSA TITLE: Miscellaneous Engineering Services 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer — Authority level of $ City Manager — Authority level of $ 500,000.00 ❑ City Commission — RESOLUTION No. N/A 2. PROCUREMENT METHOD: 1RFP/Q ❑ ITB ❑ SOLE SOURCE ❑ PIGGY -BACK ❑ PROFESSIONAL SERVICES UNDER $25,000 ❑ OTHER (Please explain): 3. IF THIS IS AN AMENDMENT, WHAT IS THE NUMBER OF THE AMENDMENT AND WHAT DOES THIS AMENDMENT DO (INCREASE CAPACITY, CHANGE IN TERMS, ETC) BE SPECIFIC. N/A 4. WAS THE AMENDMENT APPROVED BY THE CITY COMMISSION? ❑ YES El NO IF YES, WHAT IS THE RESOLUTION NUMBER? 5. WHAT IS THE SCOPE OF SERVICES? The Consultant shall provide full design services including, but not limited to, complete planning and design services; evaluation of proposed alternatives; public meetings; detailed assessments and recommendations; cost estimates; opinions of probable construction cost; review of work prepared by subconsultants and other Consultants; field investigations and observations; post design services; construction documents, construction administration services, as well as any and all required reports for the Project at the request of the Agency. 6. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? Office of Capital Improvements 7. IS THE AWARDEE THE INCUMBENT? N/A 8. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? N/A DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 9. WHEN DOES THE CURRENT CONTRACT EXPIRE? N/A 10. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? N/A 11.WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? Evaluation Committee DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 CITY OF MIAMI DEPARTMENT OF PROCUREMENT PROFESSIONAL SERVICES AGREEMENT Service Category Miscellaneous Engineering Services Contract Type Continuing Contract Consultant Calvin Giordano & Associates, Inc. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 5 ARTICLE 2 GENERAL CONDITIONS 7 2.01 TERM 7 2.02 OPTIONS TO RENEW 7 2.03 SCOPE OF SERVICES 7 4 smeLLBUST ESSS ENTERP, RIISE r«c r,DARTICIPATIONI REQ I REMENTSS 7 2.05 COMPENSATION 8 ARTICLE 3 PERFORMANCE 8 3.01 PERFORMANCE AND DELEGATION 8 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 8 3.03 CONSULTANT KEY STAFF 8 3.04 TIME FOR PERFORMANCE 8 3.05 STANDARD OF CARE 9 ARTICLE 4 SUBCONSULTANTS 9 4.01 GENERAL 9 4.02 SUBCONSULTANT RELATIONSHIPS 9 4.03 CHANGES TO SUBCONSULTANTS 9 ARTICLE 5 DEFAULT 9 5.01 GENERAL 9 5.02 CONDITIONS OF DEFAULT 10 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE 10 ARTICLE 6 TERMINATION OF AGREEMENT 10 6.01 CITY'S RIGHT TO TERMINATE 10 6.02 CONSULTANT'S RIGHT TO TERMINATE 10 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 10 ARTICLE 7 DOCUMENTS AND RECORDS 11 7.01 OWNERSHIP OF DOCUMENTS 11 7.02 DELIVERY UPON REQUEST OR CANCELLATION 11 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 9.03 FORMS OF COVERAGE 13 9.04 MODIFICATIONS TO COVERAGE 14 ARTICLE 10 MISCELLANEOUS 14 10.01 AUDIT RIGHTS; INSPECTION 14 10.02 ENTIRE AGREEMENT 14 10.03 SUCCESSORS AND ASSIGNS 14 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 14 10.05 APPLICABLE LAW AND VENUE OF LITIGATION 15 10.06 NOTICES 15 10.07 INTERPRETATION 16 10.16 INDEPENDENT CONTRACTOR 17 10.17 CONTINGENCY CLAUSE 18 10.18 THIRD PARTY BENEFICIARY 18 10.19 ADDITIONAL TERMS AND CONDITIONS 18 10.20 SEVERABILITY 18 10.21 COUNTERPARTS; ELECTRONIC SIGNATURES 18 ARTICLE 11 PROJECTS FUNDED BY FEDERAL OR STATE FUNDS 18 11.01 EQUITABLE ADJUSTMENT 18 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT 11.02 NON -APPROPRIATION OF FUNDS 18 11.03 SUBCONTRACTORS OF WORK SHALL BE IDENTIFIED 18 11.04 DAVIS-BACON ACT 19 11.05 COMPLIANCE WITH THE COPELAND "ANTI -KICKBACK" ACT 19 11.06 COMPLIANCE WITH THE CONTRACT WORK HOURS & SAFETY STANDARDS ACT 19 11.07 PARTS AT PASS -THROUGH COST (FOR REPAIRS OUTSIDE THE SCOPE OF WORK) 20 11.08 NOTIFICATION TO PERFORM WORK 20 11.09 BACKGROUND CHECKS 20 11.10 EQUAL EMPLOYMENT OPPORTUNITY 20 11.11 CLEAN AIR ACT 21 11.12 FEDERAL WATER POLLUTION CONTROL ACT 21 11.13 NO OBLIGATION BY FEDERAL GOVERNMENT 21 11.14 PROGRAM FRAUD & FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS 21 11.15 BYRD ANTI -LOBBYING AMENDMENT, 31 U.S.C. § 1352 (AS AMENDED) 21 11.16 PROCUREMENT OF RECOVERED MATERIALS 21 11.17 DHS, SEAL, LOGO, AND FLAGS 22 11.18 COMPLIANCE WITH FEDERAL LAW, REGULATIONS, AND EXECUTIVE ORDERS 22 11.19 ACCESS TO RECORDS 22 11.20 SUSPENSION AND DEBARMENT 22 11.21 UNITED STATES HOUSING AND URBAN DEVELOPMENT; CDBG-MIT 22 11.22 SECTION 3 OF THE HOUSING AND URBAN DEVELOPMENT ACT OF 1968 23 11.23 RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT 23 ATTACHMENT A - SCOPE OF WORK 27 ARTICLE Al GENERAL 27 A1.01 SCOPE OF SERVICES 27 A1.02 WORK ORDERS 30 A1.03 PAYMENTS 30 ARTICLE A2 BASIC SERVICES 30 A2.02 SCHEMATIC DESIGN 31 A2.03 DESIGN DEVELOPMENT 31 A2.04 CONSTRUCTION DOCUMENTS 32 A2.05 BIDDING AND AWARD OF CONTRACT 33 A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT 34 A2.07 TIME FRAMES FOR COMPLETION 36 ARTICLE A3 ADDITIONAL SERVICES 36 A3.01 GENERAL 36 A3.02 EXAMPLES 36 A3.03 ADDITIONAL DESIGN 37 ARTICLE A4 REIMBURSABLE EXPENSES 37 A4.01 GENERAL 37 A4.02 SUBCONSULTANT REIMBURSEMENTS 37 ARTICLE A5 CITY'S RESPONSIBILITIES 37 A5.01 PROJECT AND SITE INFORMATION 37 A5.02 CONSTRUCTION MANAGEMENT 38 SCHEDULE Al - SUBCONSULTANTS 39 SCHEDULE A2 - KEY STAFF 39 ARTICLE B1 METHOD OF COMPENSATION 40 B1.01 COMPENSATION LIMITS 40 B1.02 CONSULTANT NOT TO EXCEED 40 ARTICLE B2 WAGE RATES 40 B2.01 FEE BASIS 40 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 40 B2.03 MULTIPLIER 40 B2.04 CALCULATION 40 B2.05 EMPLOYEE BENEFITS AND OVERHEAD 40 B2.06 ESCALATION 41 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 41 B3.01 LUMP SUM 41 B3.02 HOURLY RATE FEES 41 B3.03 REIMBURSABLE EXPENSES 41 B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES 41 B3.05 FEES FOR ADDITIONAL SERVICES 41 B3.06 PAYMENT EXCLUSIONS 42 Miscellaneous Engineering Services 2 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT B3.07 FEES RESULTING FROM PROJECT SUSPENSION 42 ARTICLE B4 PAYMENTS TO THE CONSULTANT 42 B4.01 PAYMENTS GENERALLY 42 B4.02 FOR COMPREHENSIVE BASIC SERVICES 42 B4.03 BILLING - HOURLY RATE 42 B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 43 B4.05 DEDUCTIONS 43 ARTICLE B5 REIMBURSABLE EXPENSES 43 B5.01 GENERAL 43 B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS 43 ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 43 B6.01 GENERAL 43 SCHEDULE B1 — WAGE RATES SUMMARY 44 SCHEDULE B2 — CONSULTANT INVOICE 45 REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Miscellaneous Engineering Services 3 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT CITY OF MIAMI DEPARTMENT OF PROCUREMENT PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Consultant Consultant's Office Location City Authorization Agreement Number Miscellaneous Engineering Services Continuing Contract Calvin Giordano & Associates, Inc. 10800 Biscayne Blvd., Suite 950, Miami, FL 33161 Section 18-87, City of Miami Code 20-21-011 / 13 THIS PROFESSIONAL SERVICES AGREEMENT ("PSA" or "Agreement") made this 8th day of November in the year 2022 by and between THE CITY OF MIAMI, FLORIDA, hereinafter called the "City," and Calvin Giordano & Associates, Inc., hereinafter called the "Consultant." RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 20-21-011 on May 7, 2021, for the provision of Miscellaneous Engineering Services ("Services") and the Consultant's proposal ("Proposal"), in response thereto, was selected as one of the most qualified for the provision of said Services. The RFQ and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents ("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 City, through action of the City Manager and/or the City Commission, as applicable, has selected the Consultant in accordance with Section 287.055, Florida Statutes, (Consultants' Competitive Negotiation Act, hereinafter referred to as "CCNA"), and the applicable provisions of the City Procurement Ordinance, including, without limitation, City Code Section 18-87, to provide the professional services as described herein. WITNESSETH, that the City and the Consultant, for the considerations herein set forth, agree as follows: Miscellaneous Engineering Services 4 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT ARTICLE 1 DEFINITIONS 1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments means the Attachments to this Agreement, which are expressly incorporated by reference and made a part of this Agreement as if set forth in full. 1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services. 1.04 Basic Services means those services designated as such in a Work Order. 1.05 City Commission means the legislative body of the City of Miami. 1.06 City Manager means the duly appointed chief administrative officer of the City of Miami. 1.07 City or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency that is a party hereto and for which services under this Agreement are to be performed. In all respects hereunder, the City's performance is pursuant to the City's position as the Owner of the Project. In the event the City exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, codes, laws, and ordinances shall be deemed to have occurred pursuant to the City's authority as a governmental body and shall not be attributable in any manner to the City as a party to this Agreement. The City of Miami shall be referred to herein as "City." For the purposes of this Agreement, "City" without modification shall mean the City Manager who may delegate certain tasks the Director as defined in Section 1.12. 1.08 City Risk Manager shall mean the Risk Manager of the City of Miami who heads the Department of Risk Management 1.09 Commission means the legislative body of the City of Miami. This has the same meaning as City Commission and is an abbreviation. 1.10 Consultant means the individual, partnership, corporation, association, joint venture, limited liability company, other recognized business entity, or any combination thereof, of properly registered professional architects, or engineers, or surveyors and mappers, as applicable, which has entered into this Agreement to provide professional services to the City. 1.11 Contractor means an individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the City for construction of City facilities and incidentals thereto. 1.12 Department means or refers to the City of Miami's Office of Capital Improvements ("OCI") formerly known as Capital Improvements and Transportation Program ("CITP"). 1.13 Director means the Director of the City Department designated herein who has the authority and responsibility for managing the specific project or projects covered under this Agreement. Unless otherwise specified herein or in a Work Order, for this Agreement, the Director is the top administrator of the Office of Capital Improvements or their authorized designee. 1.14 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 and results in the need for the Contractor to perform corrective work, rework, or additional work or which causes a delay to the completion of construction. 1.15 Errors and Omissions means design deficiencies in the plans, specifications or other documents prepared by the Consultant, which must be corrected in order for the project to function or be built as intended. 1.16 Federal Disaster Assistance means the collective multiple types of major disaster assistance in funding, personnel, equipment, facilities, goods, services, projects, grants, processes, coordination, resources, and other recovery assistance, and efforts created and authorized from time to time by the Federal Government. 1.17 Federal Government means the government of the United States of America. 1.18 Federal Requirements means collectively, the Robert T. Stafford Disaster Relief and Emergency Assistance Act, 42 U.S. C. 5121 et seq., as amended ("Stafford Act"), and all other federal rules, Miscellaneous Engineering Services 5 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT procurement thresholds, compliance, audit and reporting procedures, regulations, and guidelines established for Federal Disaster Assistance from time to time. 1.19 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. 1.20 Key Personnel means Staff positions assigned on a full-time basis to the Program by the Program Coordinator with the Director's approval, to serve as an extension of the City's staff typically working inside the City's Miami Riverside Center (MRC) or other requested City facility. 1.21 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. 1.22 Omissions means items that are not shown or included in the plans, specifications, or other documents prepared by the Consultant which are necessary for the proper and/or safe operation of the Project or required to meet the Scope of Services. 1.23 Primary Services means those Services considered by City to be fundamental to the successful management of the Project as stated in the RFQ, and in Attachment A of this Agreement. 1.24 Project Manager means an employee or representative of the City assigned by the Director to manage and monitor Work to be performed under this Agreement or the construction of a project as a direct representative of the City. 1.25 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. 1.26 Project means the design, construction, alteration and/or repair, and all services and incidentals thereto, of a City facility as contemplated and budgeted by the City. The Project or Projects shall be further defined in the Scope of Services and/or Work Order issued pursuant to this Agreement. 1.27 Professional Services means those services within the scope of the practice of architecture, professional engineering, or registered surveying and mapping, as applicable, as defined by the laws of the State of Florida, or those performed by any architect, professional engineer, or registered surveyor or mapper in connection with his or her professional employment or practice. These services may be abbreviated herein as "architectural/engineering services" or "professional services," as applicable, which are within this definition. 1.28 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 Qualifications ("RFQ") and the Consultant's response thereto, the RFQ shall control. In the event of any conflict between the Consultant's response to the RFQ and this PSA, this PSA shall control. In the event of any conflict between this PSA and its attachments, this PSA shall control. 1.29 Resolution means the document constituting the official approval of the City Commission as required for the City Manager to execute this Agreement, or increase the Project Budget, among other matters. 1.30 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. 1.31 Scope of Services or Services means a comprehensive description of the activities, tasks, design features, objectives, deliverables, and milestones required for the completion of a Project or an assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary for its completion. 1.32 Small --Business Enterprise ("SBE") formerly rcfcrrcd to as Community Busincrc Enterprise - ("CBE"), means a firm that has been certified by Miami Dade County, who will provide architectural, landscape architectural, cnginccring, or surveying and mapping professional services to the Consultant as required pursuant to City Code Section 18 87. 1.33 Subconsultant means a person or organization of properly registered professional architects, engineers, registered surveyor, or mapper, and/or other professional specialties, who has entered Miscellaneous Engineering Services 6 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFCOC7F-OF70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1.34 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. 1.35 Work means all services, materials and equipment provided by/or under this Agreement with the Consultant. 1.36 Work Order means a document internal to the City, which authorizes the performance of specific professional services for a defined Project or Projects. 1.37 Work Order Proposal means a document prepared by the Consultant, at the request of the City for Services to be provided by the Consultant on a specific phase of a Project. ARTICLE 2 GENERAL CONDITIONS 2.01 TERM The term of this Agreement shall be for two (2) years commencing on the effective date hereof. This specified term is intended for administrative and budget control purposes and is not to be considered or interpreted as a time limitation. 2.01-1 Extension of Expiration Date: In the event the Consultant is engaged in any Project(s) on the Agreement expiration date, then this Agreement shall not expire and shall remain in effect until completion or termination of said Project(s). New Work Orders shall not be issued after the expiration date. The City, by action of the City Manager or the City Manager's designee, reserves the right to automatically extend this Agreement for up to one hundred eighty (180) calendar days beyond the stated contract term, in order to provide City departments with continual service while a new agreement is being solicited, evaluated, and/or awarded. If the right is exercised, the City shall notify the Consultant, in writing, of its intent to extend the Agreement at the same terms and conditions for a specific number of days. Additional extensions over the first one hundred eighty (180) day extension may occur. Extensions shall comply with applicable approvals and regulations. 2.02 OPTIONS TO RENEW The City, by action of the City Manager or the City Manager's designee, shall have the option to renew the original term for two (2) additional periods of one (1) year each, subject to continued satisfactory performance as determined by the Director, and to the availability and appropriation of funds. City Commission's authorization of this Agreement includes delegation of authority to the City Manager to administratively approve said options to renew provided that the compensation limits set forth in Article 2.05 are not exceeded. 2.03 SCOPE OF SERVICES The Consultant agrees to provide the Services as specifically described and under the special terms and conditions set forth in Attachment A, Scope of Work, hereto, which is incorporated into and made a part of this Agreement. �A SMAI 1 BUSINIESS ENTERP ISE ("SBE") PARTICIPATIONI G QUIREMENNTrSS Prospcctivc Firms must (shall) adhcrc to thc following rcquircmcnts: 1) Assign a minimum of fiftccn perccnt (15%) of thc contract valuc to firms currcntly ccrtificd by Miami Dade County as a Small Business Enterprise ("SBE"), formerly referred to as Community Busincss Enterprise ("CBE"), in good standing. 2) Place a specific emphasis on utilizing local small businesses from within the City's municipal boundaries. For information on the SBE requirements, visit the Miami Dade County, Internal Services Department Agreement to be canceled. Miscellaneous Engineering Services 7 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT 2.05 COMPENSATION 2.05-1 Compensation Limits: The amount of compensation payable by the City to the Consultant shall generally be a lump sum not to exceed fee, based on the rates and schedules established in Attachment B, "Compensation and Payments," attached hereto; provided, however, that in no event shall the amount of compensation exceed Five -Hundred Thousand Dollars ($500,000) in total over the term of the Agreement and any extension(s), unless explicitly approved by action of the City Commission or City Manager, as applicable, and put into effect by written amendment to this Agreement. The City may, in its sole and absolute discretion, use other compensation methodologies. The City shall not have any liability, nor will the Consultant have any recourse against the City for any compensation, payment, reimbursable expenditure, cost, or charge beyond the compensation limits of this Agreement, as it may be amended from time to time. This Agreement, as amended and/or renewed, is subject to the compensation limits set forth in 287.055, Florida Statutes, Consultant's Competitive Negotiation Act, for Continuing Contracts, and other limitations on compensation, as applicable. 2.05-2 Payments: Unless otherwise specifically provided in Attachment B, Compensation and Payments, payment shall be made in accordance with Florida Statute Chapter 218, Part VII, Local Government Prompt Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to constitute a "Proper Invoice" as defined by Section 218.72 (8), Florida Statutes, and to allow a proper audit of expenditures, should the City require one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bills 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 City. Said approval shall not be construed as constituting an agreement between the City and said another person or firm. 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL Director or their designee may make written requests to the Consultant for the prompt removal and replacement of any personnel employed or retained by the Consultant, or any 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 City within fourteen (14) calendar days of receipt of such request with either the removal and replacement of such personnel or written justification as to why that may not occur. All decisions involving personnel will be made by the Consultant. Such request shall solely relate to the work of said employees under this Agreement. 3.03 CONSULTANT KEY STAFF The parties acknowledge that the Consultant was selected by the City, in part, based on qualifications of particular staff identified in the Consultant's response to the City's solicitation, hereinafter referred to as "Key Staff." The Consultant shall ensure that Key Staff are available for Work upon request from the City, 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 City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be cause for any claims by the Consultant for additional compensation or for any damages. Miscellaneous Engineering Services 8 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT 3.05 STANDARD OF CARE Consultant is solely responsible for the technical accuracy and quality of their Services. Consultant shall perform all Services in compliance with Florida Administrative Code Chapter 61G1, Chapter 471 (Engineering), and Chapter 481 (Architecture, Interior Design, and Landscape Architecture) of the Florida Statutes, as amended, and all regulations promulgated applicable to these professions. The Consultant represents to the City that all of the Services required under this Agreement shall be performed in accordance with the standard of care normally exercised in the design of comparable projects in South Florida Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy, and coordination of all designs, drawings, specifications, and other Services furnished by the Consultant under this Agreement. Consultant shall correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services, which do not meet the standard of care as defined herein, without additional compensation. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its surveys, maps, designs, drawings, specifications, or other Services. ARTICLE 4 SUBCONSULTANTS 4.01 GENERAL 4.01-1 A Subconsultant, as defined in Article 1.28, Subconsultant is a firm that was identified as part of the consulting team during the competitive selection process by which the Consultant was chosen to perform the Services under this Agreement, and as such, is identified and listed in Attachment A, Schedule Al - Subconsultants attached hereto and incorporated herein by reference. 4.01-2 A Specialty Subconsultant is a person or organization that has, with the consent of the Director, entered into a written agreement with the Consultant to furnish unique and/or specialized professional services necessary for a project or task described under Additional Services. Such Specialty Subconsultant shall be in addition to those identified in Attachment A, Schedule Al. 4.02 SU BCON SU LTANT RELATIONSHIPS 4.02-1 All services provided by the Subconsultants shall be performed pursuant to appropriate written agreements between the Consultant and the Subconsultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the City and the Subconsultants. The Consultant acknowledges that the Subconsultants are entirely under his direction, control, supervision, retention, and/or discharge. 4.03 CHANGES TO SUBCONSULTANTS The Consultant shall not add to, modify, or change the Subconsultants listed in Attachment A, Schedule Al 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. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to the Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to the Consultant while the Consultant was in default shall be immediately returned to the City. The Consultant understands and agrees that termination of this Agreement under this section shall not release the Consultant from any obligation accruing prior to the effective date of termination. In the event of termination due to default, in addition to the foregoing, the Consultant shall be liable to the City for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. In the event of Default, the City may also suspend or withhold reimbursements to the Consultant until such time as the actions giving rise to default have been cured. Miscellaneous Engineering Services 9 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT 5.02 CONDITIONS OF DEFAULT A finding of Default and subsequent termination for cause may include, without limitation, any one or more of the following: 5.02-1 The Consultant fails to obtain or maintain the professional engineering certification/ licensure, insurance or bonding herein required. 5.02-2 The Consultant fails to comply, in a substantial or material sense, with any of its duties under this Agreement, with any terms or conditions set forth in this Agreement or in any agreement it has with the City, beyond the specified period allowed to cure such Default. 5.02-3 The Consultant fails to commence the Services within the time provided or contemplated herein or fails to complete the Work in a timely manner as required by this Agreement. 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE The City, through the Director or designee, shall provide written notice to the Consultant as to a finding of Default, and the Consultant shall take all necessary action to cure said Default within the time stipulated in said notice, but no less than 30 days, after which time, the City may terminate the Agreement. The City, at its sole and absolute discretion, may allow additional days to perform any required cure if the Consultant provides written justification deemed reasonably sufficient. If the Default has not been corrected by the Consultant within the time specified, the Agreement may be automatically terminated on the last day of the time stipulated in said notice, without the necessity of any further action by the City. Should any such failure on the part of the Consultant be due to a condition of Force Majeure as that term is interpreted under Florida law, in addition to delays beyond the reasonable control of the Consultant, then the City may allow an extension of time reasonably commensurate with the cause of such failure to perform or cure. ARTICLE 6 TERMINATION OF AGREEMENT 6.01 CITY'S RIGHT TO TERMINATE The City (including specifically the City Manager or the Director acting administratively), 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, whether finished or not, must be turned over to the Director or the Director's designee. The Consultant shall be paid in accordance with 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 be cause to withhold any payments due without recourse by the Consultant until all documentation is delivered to the Director or designee. 6.01-1 The Consultant shall have no recourse or remedy from any termination made by the City except to 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, 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 City, if breach of contract has not been corrected within sixty (60) calendar days from the date of the City's receipt of a written statement from the Consultant specifying the City's breach of its duties under this Agreement. Consultant shall give the City prior written notice in the manner provided herein specifying the City's breach and afford the City 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. Miscellaneous Engineering Services 10 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT For the breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to recover from the Consultant the full amount of any and all fees, commissions, percentages, gifts, or other consideration paid to undisclosed lobbyists or agents. ARTICLE 7 DOCUMENTS AND RECORDS 7.01 OWNERSHIP OF DOCUMENTS All tracings, plans, drawings, specifications, maps, computer files, and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, including all electronic digital copies, will be considered works made for hire and will, based on incremental transfer wherein the above shall become the property of the City upon payments made to the Consultant or termination of this Agreement without restriction or limitation on their use, and will be made available, on request, to the City at any time during the performance of such services and/or upon completion or termination of this Agreement. The Consultant shall not copyright any material and products or patent any invention developed under this Agreement. The City shall have the right to visit Project sites for inspection of the work and the products of the Consultant at any time. The Consultant shall be permitted to retain copies, including reproducible copies, solely for information and reference in connection with the City's use and occupancy of the Project. 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure by the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director or designee within ten (10) business days of cancellation, or within ten (10) business days of request by the City, shall be just cause for the City to withhold payment of any fees due the Consultant until the Consultant delivers all such documents. The Consultant shall have no recourse from these requirements. 7.03 RE -USE BY CITY It is understood that all Consultant Agreements and/or Work Orders for new work will include the provision for the re -use of surveys, maps, plans, specifications, and other Consultant work products, at the City's sole option, and, by virtue of signing this Agreement, the Consultant agrees to such re -use in accordance with this provision without the necessity of further approvals, compensation, fees, or documents being required and without recourse for such re -use. The Consultant will not be liable for re -use by the City of plans, documents, studies, or other data for any purpose other than that intended by the terms and conditions of this Agreement. 7.04 NON -DISCLOSURE 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 concern 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 City to perform the service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the Miscellaneous Engineering Services 11 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT 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 THE CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS ("OCI") 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 The Consultant shall indemnify, hold harmless, save and defend the City, its officers, agents, directors, instrumentalities, agencies, and/or employees from all liabilities, damages, losses, judgments, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Consultant and persons employed or utilized by Consultant in the performance of services under this Contract. Consultant shall, further, hold the City, its officials and/or employees, harmless for, and defend the City, its officials and/or employees against, any civil actions, statutory, contractual, tort, strict liability, or other claims, actions, injuries, or damages arising or resulting from the work, unless it is alleged that the City, its officials and/or employees were negligent. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Consultant shall, upon written notice from the City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City Attorney. 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 City or its officers, employees, agents, and instrumentalities as herein provided. The indemnification provided above shall obligate the Consultant to defend, at its own cost and expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the City's option, against any and all claims of liability and all claims, suits and actions of every name and description which may be brought against the City, in connection with services performed by the Consultant or persons employed or utilized by Consultant. This indemnity, hold harmless and duty to defend, shall survive the term of this Agreement, and shall also survive the cancellation or expiration of this Agreement. This indemnity shall be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Section 725.06 and/or Section 725.08, Florida Statutes, as applicable. If any portion of the Indemnity is determined by a court of competent jurisdiction to be invalid, unenforceable, or illegal, the unenforceable provision shall not affect the otherwise valid terms and provisions of this Section. The applicable terms and provisions shall be deemed modified and will be given effect to the extent necessary to render such Miscellaneous Engineering Services 12 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT provision(s) enforceable, and the rights and obligations of the parties will be construed and enforced accordingly, preserving to the fullest extent possible the intent and agreements of the parties as are set forth in this Section. The Consultant shall require all Subconsultant agreements to include a provision that they shall indemnify the City. The Consultant agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Consultant in which the City participated, either through review or concurrence of the Consultant's actions. In reviewing, approving, or rejecting any submissions by the Consultant or other acts of the Consultant, the City in no way assumes or shares any responsibility or liability of the Consultant or 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 City 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. 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 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 with Insurance Exhibit C contained herein. The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. The City reserves the right to require a certified copy of such policies, upon written request to Consultant, as it relates to claims filed under such policies. 9.03 FORMS OF 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. 9.03-1 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 listed as an additional insured 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 as an additional insured with respect to this coverage. Notice of cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment. 9.03-3 Professional Liability Insurance: The Consultant shall maintain Professional Liability Insurance including Errors and Omissions coverage in the minimum amount of $2,000,000.00 per claim, $2,000,000.00 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. This Miscellaneous Engineering Services 13 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT insurance shall be maintained for at least one (1) year after completion of the construction and acceptance of any project covered by this Agreement. Coverage must reference the retroactive date. 9.03-4 Umbrella Liability: The Consultant shall maintain Umbrella Liability with limits of at least $1,000,000 per occurrence, $2,000,000 policy aggregate. The Umbrella policy must be excess follow form over all corresponding liability policies contained herein. 9.03-5 Worker's Compensation Insurance: The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000.00 each occurrence. 9.03-6 Subconsultant Compliance: The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or their authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles, or other insurance obligations by providing a thirty (30) calendar day written notice to the Consultant in accordance with Article 0, Notices, herein. The Consultant shall comply with such requests unless the insurance coverage is not then readily available in the national market and may request additional consideration from the City accompanied by justification. ARTICLE 10 MISCELLANEOUS 10.01 AUDIT RIGHTS; INSPECTION The City reserves the right to audit the Consultant's accounts during the performance of this Agreement and for three (3) years after final payment under this Agreement. The Consultant agrees to furnish copies of any records necessary, in the opinion of the Director, to approve any requests for payment by the Consultant. The inspection and audit provisions provided for City contracts set forth in Section 18-101 and Section 18-102 of the City Code are applicable to this Agreement and are deemed as being incorporated by reference herein. 10.02 ENTIRE AGREEMENT This Agreement, as it may be amended from time to time, represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of a breach of any other provision of this Agreement. 10.03 SUCCESSORS AND ASSIGNS The performance of this Agreement shall not be transferred pledged, sold, delegated, or assigned, in whole or in part, by the Consultant without the written consent of the City, acting by and through its City Commission. Written consent from the City shall not be unreasonably withheld. It is understood that a sale of the majority of the stock or partnership shares of the Consultant, a merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions that would constitute an assignment or sale hereunder requiring prior City approval. The Consultant's services are unique in nature and any assignment, sale transference without City Commission approval shall be cause for the City to terminate this Agreement. The Consultant shall have no recourse from such termination. The City may require bonding, other security, certified financial statements and tax returns from any proposed assignee and the execution of an 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 each bind 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. 10.04TRUTH-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. Miscellaneous Engineering Services 14 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT The original Project price and any addition thereto will be adjusted to exclude any significant sums by which the City determines the project price was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such price adjustments will be made within one (1) year following the end of the Project. 10.05APPLICABLE LAW AND VENUE OF LITIGATION This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this Agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of the Consultant's duties to indemnify the City under Article 8, Indemnification, herein where the Consultant shall pay the City's reasonable attorney's fees in the event the City must maintain an action to enforce the duty to indemnify the City. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by electronic mail, and registered United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice: For City of Miami: Arthur Noriega V City Manager Office of the City Manager, City of Miami 444 SW 2nd Avenue, 10th Floor Miami, Florida 33130-1910 Email: ANoriega@miamigov.com Phone: 305-416-1025 Annie Perez, CPPO Director/Chief Procurement Officer 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 Calvin Giordano & Associates, Inc. Chris Giordano, MSC, CCM President 10800 Biscayne Blvd., Suite 950, Miami, FL 33161 Email: JMartinetti©cgasolutions.com Phone: 954-921-7781 Miscellaneous Engineering Services 15 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT 10.07 INTERPRETATION The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of strict construction shall be applied against either party hereto. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all 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 City and the Consultant, and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other. 10.09 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given effect. 10.10 MEDIATION - WAIVER OF JURY TRIAL In an effort to engage in a cooperative effort to resolve conflict which may arise during the course of the design and /or construction of the subject project(s), and/or following the completion of the projects(s), the parties to this Agreement agree all disputes between them shall be submitted to non -binding mediation prior to the initiation of litigation, unless otherwise agreed in writing by the parties. A certified Mediator, who the parties find mutually acceptable, will conduct any Mediation Proceedings in Miami -Dade County, State of Florida. The parties will split the costs of a certified mediator on a 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. In an effort to expedite the conclusion of any litigation, the parties voluntarily waive their right to jury trial or to file permissive counterclaims in any action arising under this Agreement. 10.11 TIME Time is of the essence in this Agreement. Consultant shall promptly perform its duties under this Agreement and Work Orders pursuant hereto and will give the Work as much priority as is necessary to cause the Work to be completed on a timely basis in accordance with this Agreement. All Work shall be performed strictly (not substantially) within the time limitations necessary to maintain the critical path and all deadlines established in this Agreement and/or Work Orders pursuant hereto. 10.12 COMPLIANCE WITH LAWS The Consultant shall comply with all applicable laws, codes, ordinances, rules, regulations, and resolutions including, without limitation, the Americans with Disabilities Act ("ADA"), as amended, and all applicable guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement. The Consultant represents and warrants that there shall be no unlawful discrimination as provided by law in connection with the performance of this Agreement. 10.12.1 Non -Discrimination: The City warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Consultant's performance under this Agreement on account of race, color, gender, gender identity, 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, gender identity, 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. Miscellaneous Engineering Services 16 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT 10.12.2 OSHA Compliance: The Consultant warrants that it will comply with all safety precautions as required by federal, state, and local laws, rules, regulations, and ordinances. The City reserves the right to refuse the Consultant's access to City property, including project jobsites, if the Consultant's employees are not properly equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non-compliance with safety regulations is exhibited by the Consultant. 10.12.3 ADA Compliance: The Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and 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 City to any promise, debt, default, contract liability, or undertaking of the Consultant. 10.14 DISCRETION OF DIRECTOR Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. 10.15 RESOLUTION OF CONTRACT DISPUTES The Consultant understands and agrees that all disputes between it and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted for resolution in the following manner. The initial step shall be for the Consultant to notify the Project Manager in writing of the dispute and submit a copy to the City of Miami personnel identified in Article 10.06, Notices. Should the Consultant and the Project Manager fail to resolve the dispute the Consultant shall submit their dispute in writing, with all supporting documentation, to the Director of OCI, as identified in Article 10.06, Notices. Upon receipt of said notification, the Director of OCI shall review the issues relative to the dispute and issue a written finding. Should the Consultant and the Director of OCI fail to resolve the dispute the Consultant shall submit their dispute in writing within five (5) calendar days to the Director of Procurement. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said notification, the Director of Procurement, shall review the issues relative to the dispute and issue a written finding. The Consultant must submit any further appeal in writing within five (5) calendar days to the City Manager. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Appeal to the City Manager for their resolution, is required prior to the Consultant being entitled to seek judicial relief in connection therewith. Should the amount of compensation hereunder exceed $500,000.00, the City Manager's decision shall be approved or disapproved by City Commission. The Consultant shall not be entitled to seek judicial relief unless: (i) It has first received City Manager's written decision, approved by City Commission if applicable; or (ii) A period of sixty (60) calendar days has expired after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation, or a period of (90) calendar days has expired where the City Manager's decision is subject to City Commission approval; or (iii) The City has waived compliance with the procedure set forth in this section by written instrument(s) signed by the City Manager. 10.16 INDEPENDENT CONTRACTOR The Consultant has been procured and is being engaged to provide services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, the Consultant shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. The Consultant further understands that Florida Workers' Compensation benefits available to employees of the City are not available to the Consultant and agrees to provide workers' compensation insurance for any employee or agent of the Consultant rendering services to the City under this Agreement. The City is not a guarantor of any debt or obligation of the Consultant and the Consultant has no ability to bind the City in this regard. Miscellaneous Engineering Services 17 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT 10.17 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and this Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) calendar days' notice. 10.18 THIRD PARTY BENEFICIARY The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a third -party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement. 10.19 ADDITIONAL TERMS AND CONDITIONS If a PSA or other Agreement was provided by the City and included in this solicitation for the project(s), no additional terms, or conditions, which materially or substantially vary, modify or alter the terms or conditions of this Agreement, in the sole opinion and reasonable discretion of the City, will be considered. Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or other Agreement. 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 whether there is a material breach of this Agreement causing cancelation or cancellation for convenience. 10.21 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 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. ARTICLE 11 PROJECTS FUNDED BY FEDERAL OR STATE FUNDS 11.01 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 Successful Bidder'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 Successful Bidder that continued performance of the contract would results in a substantial loss. Successful Bidder might have to supply documentation to justify any requested percentage increase in cost to the City of Miami. 11.02 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 City, upon written notice to the Successful Bidder or his assignee of such occurrence, shall have the unqualified right to terminate the contract without penalty or expense to the City. No guarantee, warranty or representation is made that any project(s) will be awarded to any firm(s). 11.03 SUBCONTRACTORS OF WORK SHALL BE IDENTIFIED As part of the ITQ, the Bidders are required to identify any and all 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 Subcontractor. Failure to identify any and all subcontractors in the Bid shall render the Bid non -responsive, unless the Successful Bidder submits this documentation to the City within five (5) working days after the bid opening. Miscellaneous Engineering Services 18 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT The Successful Bidder 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 Subcontractor(s) not originally mentioned in their Bid, except under and by virtue of permission granted by the City through the proper officials. Nothing contained in this specification shall be construed as establishing any contractual relationship between any Subcontractor(s) and the City. The Successful Bidder shall be fully responsible to the City for the acts and omissions of the Subcontractor(s) and their employees, as for acts and omissions of persons employed by the Successful Bidder. 11.04 DAVIS-BACON ACT Federally assisted construction contracts must adhere to Davis -Bacon Act wages and benefits rate schedules. Each Bidder shall use the Federal Wages reflected in Wage General Decision Number- FL 180260 01/12/2018 FL260 in developing its bid for this project. The selected bidder/contractor shall be required to provide certified payroll records documenting the work performed on this project. Wage General Decision Number- FL 180260 01/12/2018 FL260 can be found in the Header/Attachment Section under Attachment A. 11.05COMPLIANCE WITH THE COPELAND "ANTI -KICKBACK" ACT 1) The Contractor 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 Contractor 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 Contractor 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 Contractor and subcontractor as provided in 29 C.F.R. § 5.12. 11.06 COMPLIANCE WITH THE CONTRACT WORK HOURS & SAFETY STANDARDS ACT 1) Overtime Requirements: No Contractor 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 Contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such Contractor 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 Contractor 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 Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section. 4) The Contractor 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 Miscellaneous Engineering Services 19 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT clauses in any lower tier subcontract. The Contractor 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. 11.07 PARTS AT PASS -THROUGH COST (FOR REPAIRS OUTSIDE THE SCOPE OF WORK) All cost for parts required for repair jobs and not otherwise included in the scope of work shall be billed at the Successful Bidder's actual cost and will be passed on to the City without markup or any additional fees. The Successful Bidder shall submit purchase receipt of parts along with the labor invoice for payment. The Successful Bidder 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. 11.08 NOTIFICATION TO PERFORM WORK The Successful Bidder shall notify the Project Manager when an employee is on the property and for what purpose. 11.09 BACKGROUND CHECKS The Successful Bidder 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 Successful Bidder shall provide Level Two (2) background screening results for all employees completing the work on park grounds. 11.10 EQUAL EMPLOYMENT OPPORTUNITY During the performance of any resulting contract from an ITQ, the Contractor agrees as follows: 1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor 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 Contractor 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 Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin. 3) The Contractor 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 Contractor's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4) The Contractor 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 Contractor 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 Contractor'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 Miscellaneous Engineering Services 20 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT suspended in whole or in part and the Contractor 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 Contractor 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 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 Contractor 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 Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the Contractor may request the United States to enter into such litigation to protect the interests of the United States. 11.11 CLEAN AIR ACT 1) The Contractor 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 Contractor 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 Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. 11.12 FEDERAL WATER POLLUTION CONTROL ACT 1) The Contractor 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 Contractor 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 Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. 11.13 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. 11.14 PROGRAM FRAUD & FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor's actions pertaining to this contract. 11.15 BYRD ANTI -LOBBYING AMENDMENT, 31 U.S.C. § 1352 (AS AMENDED) Bidders 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 take place in connection with obtaining any Federal award. Such disclosures are forwarded form tier to tier up to the recipient. Please refer to each ITQ for Federally Funded projects for the "Certification Regarding Lobbying" attachment. It is MANDATORY for the Bidders to return this form signed along with their bid. 11.16 PROCUREMENT OF RECOVERED MATERIALS 1) In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA -designated items unless the product cannot be acquired. Miscellaneous Engineering Services 21 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT a. Competitively within a timeframe providing for compliance with the contract performance schedule. b. Meeting contract performance requirements; or c. At a reasonable price. 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. 11.17 DHS, SEAL, LOGO, AND FLAGS The Contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre -approval. 11.18 COMPLIANCE WITH FEDERAL LAW, REGULATIONS, AND EXECUTIVE ORDERS This is an acknowledgement that FEMA financial assistance may be used to fund this contract. The Contractor will comply with all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. 11.19 ACCESS TO RECORDS 1) The Contractor agrees to provide the Project Manager assigned by the City of Miami, 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 Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. 2) The Contractor 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 Contractor 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. 11.20 SUSPENSION AND DEBARMENT 1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the Contractor is required to verify that none of the Contractor, 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 Contractor 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 covered 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 Contractor 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 Contractor 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 of any contract that may arise from this offer. The Contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions. 11.21 UNITED STATES HOUSING AND URBAN DEVELOPMENT; CDBG-MIT 1) If this contract is funded by US HUD dollars and Community Development Block Grant (CDBG) dollars, and/or CDBG Mitigation (CDBG-MIT) dollars, then it shall be 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 contractor, the contractor'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. Miscellaneous Engineering Services 22 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT 11.22 SECTION 3 OF THE HOUSING AND URBAN DEVELOPMENT ACT OF 1968 1) The work to be performed under this contract may be 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 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 implement 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 contractor agrees to send to each labor organization or representative of workers with which the contractor 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 contractor 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 contractor 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 contractor will certify that any vacant employment positions, including training positions, which are filled (1) after the contractor 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 contractor'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). 11.23 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 Miscellaneous Engineering Services 23 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST: Calvin Giordano & Associates, Inc., a Florida Profit Corporation Digitally signed by Jessica V Jessica V Koehler Koehler Date: 2022.09.26 15:14:32 -04'00' Christopher B Giordano Digitally signed by Christopher B Giordano Date: 2022.09.26 20:06:41 -04'00' Signature Signature Jessica Koehler, Dir of Proposal Management Chris Giordano, President Print Name, Title Print Name, Title ATTEST: \ i i , i i,, (Corporate Seal) I,• Digitally signed by Dawn Hopkins Q� ' '.O Dawn Hopkins Date: 2022.09.2615:17:06-04'00' _ Q... CORPORATE ',0;_ =C9 D— Consultant Secretary = SEAL m- 2 1985 '.00 (Affirm Consultant Seal, if available) %�j .',oR1oP..�.� /I//J,, i i i i vvvvvv ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida DocuSigned by: E46D7560DCFF1459... Todd B. Hannon, City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: DocuSigned by: DocuSigned VILLA'' Nori jA. S&OCF&C372DD42A... Arthur Noriega V, City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: DocuSigned by: DocuSigned by: rFrata 27395C6318214E7... �FfiEraOHF Ep457 . Ann Marie Sharpe, Director Victoria Mendez, City Attorney Risk Management Department (Matter 22-630) Ds Miscellaneous Engineering Services 24 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) I HEREBY CERTIFY that at a meeting of the Board of Directors of Calvin, Giordano & Associates, Inc. , a corporation organized and existing under the laws of the State of FL , held on the 3rd day of June 2021 a resolution was duly passed and adopted authorizing (Name) Chris Giordano as (Title) President 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 26 day of September, 2022 . Digitally signed by Dawn Hopkins Secretary: Dawn Hopkins D ate:2022.09.26 15:17:34 -04'00' Print: Dawn Hopkins CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) I HEREBY CERTIFY that at a meeting of the Board of Directors of , a partnership organized and existing under the laws of the State of , held on the day of , a resolution was duly passed and adopted authorizing (Name) as (Title) of the partnership to execute agreements on behalf of the partnership and provides that their execution thereof, attested by a partner, shall be the official act and deed of the partnership. I further certify that said partnership agreement remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this , day of , 20 Partner: Print: Names and addresses of partners: Name Street Address City State Zip Miscellaneous Engineering Services 25 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this Agreement is authorized to sign documents on behalf of the joint venture. If there is no joint venture agreement, each member of the joint venture must sign this Agreement and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) , individually and doing business as (d/b/a) (If Applicable) have executed and am bound by the terms of the Agreement to which this attestation is attached. IN WITNESS WHEREOF, I have hereunto set my hand this day of , 20_ Signed: Print: STATE OF Florida COUNTY OF Broward NOTARIZATION SS: The foregoing instrument was acknowledged before me this 26 day of September , 20 22 , by Chris Giordano ,who is personally known to melor who has produced as identification and who (did / did not) take an oath. Digitally signed by Sara R Sara R Blumkin Blumkin Date: 2022.09.26 15:20:43 -04'00' SIGNATURE OF NOTARY PUBLIC STATE OF p''`= SARA R. BLIIMKIN G• Notary Public - State of Florida L Commission # GG 278621 OF F• My Comm. Expires Mar 21, 2023 PRINTEti,, 1 w viz ri rw NAME OF NOTARY PUBLIC Miscellaneous Engineering Services 26 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL The City has procured a qualified and experienced engineering firm to provide Miscellaneous Engineering Services, under the direction of the Office of Capital Improvements ("OCI"), and in accordance with all applicable laws, building and environmental regulations, including code requirements for the State of Florida, Miami -Dade County, and the City, and the Scope of Services contained in this RFQ. The Proposer and its Subconsultants must be able to perform every element and task included in, but not limited to, those outlined in Section A1.01, "Scope of Services." The Consultant has been selected in accordance with Section 287.055 of the Florida Statutes, CCNA, as amended. A1.01 SCOPE OF SERVICES The Consultant shall provide full design services including, but not limited to, complete planning and design services; evaluation of proposed alternatives; public meetings; detailed assessments and recommendations; cost estimates; opinions of probable construction cost; review of work prepared by subconsultants and other Consultants; field investigations and observations; post design services; construction documents, construction administration services, as well as any and all required reports for the Project at the request of the Agency. The following disciplines are required: Civil Engineering, Structural Engineering, Environmental Engineering, Marine & Coastal Engineering, Mechanical, Electrical, and Plumbing (MEP) Engineering, Surveying and Mapping, and Construction Engineering and Inspection (CEI) Services. Consultants shall apply for, process, and obtain permits from various environmental regulatory agencies having jurisdiction including, but not limited to, the Miami -Dade County Division of Environmental Resources Management ("DERM"), Department of Environmental Protection ("DEP"), Federal Emergency Management Agency ("FEMA"), the Department of Homeland Security ("DHS"), the U.S. Department of Housing and Urban Development (US HUD), and Army Corps of Engineers ("ACOE"), as required for City projects. The Professional Service Agreement (PSA or Agreement) may detail the deliverables that will be required of the Consultant. A detailed scope of work will be developed for each work order issued. Projects will typically be issued on a rotational basis factoring in amount of dollars awarded to any member of the pool as a result of this solicitation, performance of previous work orders issued, and expertise and experience to assume new work orders to be assigned. The Successful Proposer shall provide one or more of the following services, among others, in an on -going and as -needed basis with respect to various project sites to be identified by the City. Further details concerning the Scope of Services will be detailed in the ensuing Agreement/s and will be further specified and clarified in Work Order Proposals solicited as project sites are identified. It is anticipated that the Proposer's team will consist of the following disciplines: Project Manager The Project Manager shall be responsible for execution and compliance of projects. Civil Engineering The Successful Proposer(s) will be required to provide: ■ Roadway reconstruction or resurfacing ■ Drainage improvements; storm water management ■ Sea level rise and resilience ■ Swale restoration ■ Curbs, gutters, sidewalks, and lighting improvements ■ Landscaping ■ Traffic calming devices; seawalls and baywalks ■ Signage and striping ■ Verification of City's Pavement Analysis Report within the ■ Digital recording of existing conditions in the Project area ■ Completing any survey, geotechnical, and utility coordination required to produce complete sets of signed and sealed construction documents, specifications and estimate of probable construction costs Project management of multi -scale civil engineering planning and design projects, and oversight of the work of other consultants Miscellaneous Engineering Services 27 RFQ No. 20-21-011/13 Project area DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Structural Engineering The Successful Proposer(s) will be required to provide: • Building construction, renovations, modifications, and alteration design specifications • Structural analysis and engineering design • Marine structural engineering (seawall, marinas, and piers) • Feasibility studies and assessments • Strength of materials analysis • Steelwork/aluminum design • Timber design • Foundation engineering • Concrete design • Forensic engineering • Materials engineering • 40-year Certification Reports for existing facilities • Project management of multi -scale structural engineering planning and design projects, including management, coordination, and oversight of the work of other consultants Environmental Engineering The Successful Proposer(s) will be required to provide: • Environmental Engineering (as it relates to Asbestos, Lead -Based Paint and mitigation of hazardous chemicals and related materials) • Environmental compliance audits (i.e., in accordance with ISO 14001) • Environmental Site Assessments (including a Phase I and Phase II) • Site surveying, field sample collection and analysis such as soil, water • Hazardous material investigations • Air monitoring analysis and reporting during construction activities • Implementation/installation of multi -phase treatment systems and associated monitoring equipment • Complex environmental restoration and rehabilitation • Contamination assessment, remedial action plan design and implementation source removal and reporting • Post remedial and monitoring services • Operations and maintenance (O&M) programs • Best management practices and regulatory liaison activities • Asbestos and Mold mitigation and abatement activities • Obtaining approval of all required and applicable permits • Advising the City regarding methods of work and sequences of operations for environmental engineering projects • Project Management of multi -scale environmental engineering planning and design projects, including management, coordination, and oversight of the work of other consultants Marine and Coastal Engineering • The Successful Proposer(s) will be required to provide: • Marine and Coastal Engineering • Environmental Engineering (as it relates to Marine and Coastal Engineering work) • Biological and environmental assessments of coastal areas • Bathometric and upland surveys, geotechnical • Project management of multi -scale Engineering planning and design projects, including management, coordination, and oversight of the work of other consultants. Mechanical, Electrical, and Plumbing (MEP) Engineering • The Successful Proposer(s) will be required to provide: • Services shall support new construction, remodeling/renovation, and building assessment of community centers, fire stations, marinas, aquatic facilities, parks facilities, and public safety facilities for governmental, institutional, or recreational projects • Surveying existing sites, when as -built drawings are not available • Designing service requirements for premises • Producing construction drawings and documents, including specifications and supplementary documents necessary for the execution and completion of projects • Developing plans for mechanical, electrical, lighting, Heating, Ventilation and Air Conditioning (HVAC), generators, fire detection/fighting and plumbing and pipe systems Miscellaneous Engineering Services 28 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 • Selecting and specifying equipment, materials, finishes, fixtures, fittings, and accessories • Supplying information, drawings, and documents, pertaining to the project to other Consultants/Lead Consultant and Contractors for the execution of projects • 40-year Certification Reports for existing facilities • Permitting process support • Checking and verifying Contractors' and Suppliers' billing in accordance with the quantities installed and/or material delivered • Conducting Top Supervision, or Continuous Supervision if required as additional Scope of Work, including issuing instructions to Contractors to ensure that projects are completed in accordance with the specifications • Project management of multi -scale MEP engineering planning and design projects, including management, coordination, and oversight of the work of other consultants. Surveying and Mapping Services • The Successful Proposer(s) will be required to provide: • Photogrammetry • Boundary surveys • As -built drawings • Preparation of legal descriptions for public right-of-way acquisitions • Preparation of plats and maps • Certification of tentative and final plats for compliance to City Code, Miami -Dade County Code and State of Florida statutory requirements • Establishment of vertical project network controls • Establishment of alignment and right-of-way lines • Topographic surveys • Construction layouts • Drainage surveys • Designation and location of underground utilities • Utility coordination • Water boundary surveys Construction Engineering and Inspection Services (CEI Services) The Successful Proposer(s) will be required to provide: Engineering and other technical personnel to the City to provide CEI Services for the administration of Projects as assigned by the City Provide all necessary vehicles, equipment (including field testing equipment), and personnel to perform the Services required under the proposed Agreement • Proof of licenses will be required for testing equipment and the personnel operating the testing equipment • Proof of licenses will need to be furnished to the City upon request • Perform CEI in accordance with all applicable laws and building regulations, including, but not limited to, the City of Miami Public Works Specifications and Design Standards, Miami - Dade County standards, and Division II and III of the FDOT Standard Specifications for Road and Bridge Construction dated 2013 (including all supplemental specifications current at the time of bidding), and all other requirements set forth in the proposed Agreement • Coordinate the activities of all parties involved in completing the project. Coordination includes, but is not limited to: ❖ Maintaining records of all activities and events relating to the project ❖ Providing verification of Quality Control tests ❖ Documenting all significant project changes ❖ Checking for errors and omission, and interpreting plans, specifications, and contractual requirements ❖ Assisting in claims and dispute resolution ❖ Public information services ❖ Managing pre -construction and construction progress meetings, and preparing and disseminating meeting minutes Sampling, Inspections and Testing: Levels of testing will be defined in the project specifications and in accordance with the American Society for Testing and Materials, Underwriter Laboratories and/or other applicable industry standards Stored material/equipment review Miscellaneous Engineering Services 29 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 • Project photo and video documentation • Record Drawing review • Maintain progressive list of items requiring correction • Notification of accident, damage, or injury • Review and Response of resident complaints • Coordination, review, and Response of RFIs, field directives, and change Response requests • Change order management • Pay application review • Substantial completion inspection • Final completion and inspection • Project close-out A1.02 WORK ORDERS When OCI 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, OCI will prepare a Work Order that will be reviewed by OCI staff and the Director or designee. Upon approval, OCI will issue a written Notice to Proceed (NTP) subsequent to approval of the Work Order by the Director or designee. A1.03 PAYMENTS The City will pay the Consultant in accordance with provisions and limitations of Attachment B, Compensation and Payments. No payment will be made for the Consultant's time or services in connection with the preparation of any Work Order Proposal or for any Work done in the absence of an executed Work Order, NTP and/or Purchase Order. ARTICLE A2 BASIC SERVICES Consultant agrees to provide complete engineering services as set forth in the tasks enumerated hereinafter, in accordance with the Florida Building Code, latest edition, all federal, state, county and City of Miami, Florida, Laws, Codes and Ordinances. Consultant shall maintain an adequate staff of qualified personnel on the Work at all times to ensure its performance as specified in this Agreement. Consultant shall submit one (1) electronic set of all documents and seven (7) copies of documents required under Article A2, without additional charge, for review and approval by the City. Consultant shall not proceed with the next task of the Work until the documents have been approved, in writing, by City, and an Authorization to Proceed with the next task has been issued by City. 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 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 design, drawings, specification, and other Services furnished by the Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services which do not meet the standard of care as defined in the Agreement. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services. A2.01 DEVELOPMENT OF OBJECTIVES A2.01-1 Consultant shall confer with representatives from the City, the Project Manager, and other jurisdictional agencies to develop several options for how the various elements of the project will be designed and constructed. Miscellaneous Engineering Services 30 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A2.01-2 Consultant shall, utilizing a compilation of available documentation, confer with representatives from the City, the Project Manager, and other jurisdictional agencies in order to comprehensively identify aspects of the completed facility program that may require further refinement to attain the requisite detail of design development required to begin the creation of Construction Documents. For clarity of scope, the items that need further development will be called Conceptual and the remaining items will be called Designs. A2.01-3 Consultant shall prepare written descriptions of the various options and shall participate in presentations to multiple groups explaining alternative options. Sufficient detail shall be provided to support the presentation materials. A2.01-4 The Consultant shall hire the appropriate subcontractor to provide surveying services which are not in-house. Such surveys shall include the location of all site structures including all utility structures and facilities. The Consultant shall also engage a soil testing firm to perform soil borings and other tests required for new construction work. The extent to which this work will be needed shall be based on the surveying and soil borings performed previously by the City. Cost of the surveyor and soil engineering firm shall be billed as reimbursable expenses. A2.02 SCHEMATIC DESIGN A2.02-1 Consultant shall prepare and present, in writing and at an oral presentation if requested, for approval by City, a Design Concept and Schematics Report, comprising Schematic Design Studies, including an identification of any special requirement affecting the Project, a Statement of Probable Construction Cost, Project Development Schedule and review of Constructability Review reports. A2.02-2 Schematic Design Studies consist of site plan(s), floor plans (where applicable), elevations, sections, and all other elements required by City or Project Manager to show the scale and relationship of the components and design concepts of the whole. The floor plans may be single -line diagrams. A simple perspective rendering, or sketch, model or photograph thereof may be provided to further show the design concept. A2.02-3 A Statement of Probable Construction Cost, prepared in Construction Standard Index (CSI) format, to include a summary of the estimated project cost and an evaluation of funding allocation. Such summary shall be in sufficient detail to identify the costs of each element and include a breakdown of the fees, general conditions and construction contingency. Such evaluation shall comprise a brief description of the basis for estimated costs per each element and similar project unit costs. Costs shall be adjusted to the projected bid date. Recommendations for reducing the scope of the Project in order to bring the estimated costs within allocated funds, in the event that the statement of Probable Construction Costs exceeds allocated funds, Consultant shall update its documentation, at no additional cost to the City, to reflect this reduced scope. Any "Statement of Probable Construction Costs" prepared by Consultant represents a reasonable estimate of cost in Consultant's best judgment as a professional familiar with the local construction industry. A2.02-4 The Project Development Schedule shall show the proposed completion date of each task of the Project through design, bidding, and post design services. A2.02-5 Constructability Review reports shall be conducted by the City and/or its consultants at design stages deemed necessary by the Project Manager. The Consultant shall provide five additional deliverable plan sets for distribution, by the City, to others for this purpose. There shall be an established deadline for review report submission back to the City. The Consultant shall provide written responses to all comments within two weeks and shall maintain files of all related review reports and response reports. If necessary, the City may coordinate Constructability Review meetings with some or all the reviewers with the Consultant present to discuss specific issues. In addition to the Constructability Review process mentioned above, the City reserves the right to conduct a Peer Review of the project documents at any design stage. Cost of such a Peer Review would be borne by the City. Any findings as a result of said Peer Review would be addressed by the Consultant, and if requested by the City, would be incorporated into the design documents, at no additional cost to the City and no extension of time to the schedule. A2.03 DESIGN DEVELOPMENT From the approved Schematic Design documents, Consultant shall prepare and present in writing, and at oral presentations, if requested, for approval by City, separate Design Development Documents, updated Miscellaneous Engineering Services 31 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Project Development Schedules, updated Statements of Probable Construction Costs, and a review of Constructability Review reports. A2.03-1 The Design Development Documents shall consist of drawings (site plans, floor plans, elevations, sections), outline specifications, and other documents. A2.03-2 Design Development consists of continued development and expansion of architectural and/or civil Schematic Design Documents to establish the final scope, relationships, forms, size, and appearance of each element through: • Plan sections and elevations • Typical construction details • Final materials selection • Construction phasing plan A2.03-3 The updated Development Schedules shall show the proposed completion dates of each milestone of each Project through design, bidding, construction and proposed date of occupancy. Consultant will also detail all long lead procurement items and architecturally significant equipment that will need to be purchased prior to the completion of Construction Documents. A2.03-4 Provide updated Statements of Probable Construction Cost. If either statement of Probable Construction Cost exceeds allocated funds, Consultant shall prepare recommendations for reducing the scope of that particular Project in order to bring the estimated costs within allocated funds. Consultant shall update its documentation, at no additional cost to the City, to reflect this reduced scope. A2.03-5 Constructability Review reports. A2.04 CONSTRUCTION DOCUMENTS From the approved Design Development Documents, Consultant shall prepare for written approval by City, Final Construction Documents setting forth all design drawings and specifications needed to comprise a fully biddable, permittable, constructible Project. Consultant shall produce 30%, 60%, 90% and Final Construction Documents for review and approval by City, which shall include the following: • A Drawing Cover Sheet listing an index of all number of drawings by each discipline. Drawings not included in the 30%, 60%, 90% and Final review shall be noted. Consultant shall attach an index of all anticipated drawing sheets necessary to fully define the Project. • The updated Project Development Schedule to include an outline of major construction milestone activities and the recommended construction duration period in calendar days. • An updated Statement of Probable Construction Cost in CSI format. • Consultant may also be authorized to include in the Construction Documents approved additive and/or deductive alternate bid items, to permit City to award a Construction Contract within the limit of the budgeted amount. • A Project Specifications index and Project Manual with at least 30%, 60%, 90% and Final of the Specifications completed. Documents submittal shall also include all sections of Divisions "0" and "1". • Consultant shall include, and will be paid for, City -requested alternates outside of the established Project scope or that are not constructed due to a lack of funds. No fee will be paid by City in connection with alternates required by the failure of Consultant to design the Project within the Fixed Limit of Construction Cost. • Consultant shall not proceed with further construction document development until approval of the 30% documents is received in writing from City. Approval by City shall be for progress only and does not relieve Consultant of its responsibilities and liabilities relative to code compliance and to other covenants contained in this Agreement. Consultant shall resolve all questions indicated on the documents and make all changes to the documents necessary in response to the review commentary. The 30% Documents review (check) set shall be returned to City upon submission of 60% complete Construction Documents and Consultant shall provide an appropriate response to all review comments noted on these previously submitted documents. Of the seven (7) copies to be provided, the Consultant shall submit four (4) full size copies of the drawings and specifications, and one digital copy in .pdf format. Miscellaneous Engineering Services 32 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A2.04-1 Maximum Cost Limit: Prior to authorizing the Consultant to proceed with preparation of Construction Document Development, the City shall establish and communicate to the Consultant, a maximum sum for the cost of construction of the Project ("Maximum Cost Limit"). If the City has not advertised for bids within ninety (90) days after the Consultant submits the Final Design to the City, the estimate of the cost of construction shall be adjusted by Consultant. Notwithstanding anything above to the contrary, the City may require the Consultant to revise and modify Construction Documents and assist in the re -bidding of the Work at no additional cost or fee to the City if all responsive and responsible bids received exceed ten (10%) percent of the Maximum Cost Limit. A2.04-2 Dry Run Permitting: The Consultant shall file and follow-up for approval of building permits at the earliest practicable time during the performance of the Work, for approval by City, County, State and/or Federal authorities having authority over the Project by law or contract with the City and shall assist in obtaining any such applicable certifications of permit approval by such authorities prior to approval by CITP of the final set and printing of the Construction Documents. The Consultant shall promptly, at any time during the performance of the Work hereunder, advise the City of any substantial increases in costs set forth in the Statement of Probable Construction Cost that in the opinion of the Consultant is caused by the requirement(s) of such. Upon completion of dry run permitting, Consultant shall provide as part of the seven (7) copies to be submitted, five (5) full size sealed copies of the drawings and specifications. Consultant shall also provide digital versions of the drawings in .dwg, plt, and .pdf formats. The specification additional terms and conditions shall be provided in both .pdf and .doc formats" A2.05 BIDDING AND AWARD OF CONTRACT A2.05-1 Bid Documents Approvals and Printing: Upon obtaining all necessary approvals of the Construction Documents, from authorities having authority, acceptance by the City of the 100% Construction Documents and latest Statement of Probable Construction Cost, the Consultant shall assist the City in obtaining bids, preparing and awarding the construction contract. The City, for bidding purposes, will have the bid documents printed, or, at its own discretion, may authorize such printing as a reimbursable service to the Consultant. A2.05-2 Issuance of Bid Documents, Addenda and Bid Opening • The City shall issue the Bid Documents to prospective bidders and keep a complete List of Bidders. • The Consultant shall assist the City in the preparation of responses to questions if any are required during the bidding period. All addendum or clarifications, or responses shall be issued by the City. • The Consultant shall prepare revised plans, if any are required, for the City to issue to all prospective bidders. • The City will schedule a "Pre -Bid Meeting" on an as needed basis, for the Project. The Consultant shall attend all any pre -bid meeting(s) and require attendance of Subconsultants at such meetings. • The Consultant will be present at the bid opening, if requested by the City. A2.05-3 Bid Evaluation and Award: The Consultant shall assist the City in evaluation of bids, determining the responsiveness of bids and the preparation of documents for Award of a contract. If the lowest responsive Base Bid received exceeds the Total Allocated Funds for Construction, the City may: • Approve an increase in the Project cost and award a Contract. • Reject all bids and re -bid the Project within a reasonable time with no change in the Project or additional compensation to the Consultant. • Direct the Consultant to revise the scope and/or quality of construction and rebid the Project. The Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost based on such revisions within the Total Authorized Construction Budget. The City may exercise such option where the bid price exceeds 10% of the Fixed Construction Budget provided to the Consultant and as may be modified by the City and the Consultant prior to soliciting bids. • Suspend, cancel, or abandon the Project. Miscellaneous Engineering Services 33 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFCOC7F-OF70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 NOTE: Regarding scope revisions, the Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the budgeted amount. A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT A2.06-1 The Construction Phase will begin with the award of the construction contract and will end when the Consultant has provided to the City all post construction documents, including Contractor As - Built drawings, the Consultant's record drawings, warrantees, guarantees, operational manuals, and Certificate(s) of Occupancy have been delivered to the City and the City approves the final payment to the Consultant. During this period, the Consultant shall provide administration of the construction contract as provided by this Agreement, and as provided by law. A2.06-2 The Consultant, as the representative of the City during the Construction Phase, shall advise and consult with the City and shall have the authority to act on behalf of the City to the extent provided in the General Conditions and the Supplementary Conditions of the construction contract and their Agreement with the City. A2.06-3 The Consultant and respective Subconsultants shall visit the site to conduct field observations, at a minimum on a weekly basis, and at all key construction events; to ascertain the progress of the Project and shall visit the site as appropriate to conduct field inspections to ascertain the progress of the Project and determine, in general, if the Work is proceeding in accordance with the Contract Documents. The Consultant shall provide any site visits necessary for certification if required by the authorities having authority. Threshold inspection shall be provided by the Consultant at no additional cost to the City. The Consultant shall report on the progress the Work, including any defects and deficiencies that may be observed in the Work. The Consultant and/or Subconsultants will not be required to make extensive inspections or provide continuous daily on -site inspections to check the quality or quantity of the Work unless otherwise set forth in this Agreement. The Consultant will be responsible for writing minutes of all meetings and field inspections report it is asked to attend, as well as the distribution of the minutes. The Consultant and Subconsultants will not be held responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work. The Consultant and his/her Subconsultants will not be held responsible for the Contractor's or subcontractors', or any of their agents' or employees' failure to perform the work in accordance with the contract unless such failure of performance results from the Consultant's acts or omissions. A2.06-4 The Consultant shall furnish the City with a written report of all observations of the Work made by the Consultant and require all Subconsultants to do same during each visit to the Project. The Consultant shall also note the general status and progress of the Work, on forms furnished by the City, and shall submit them in a timely manner. The Consultant and the Subconsultants shall ascertain that the Work is acceptable to the City. The Consultant shall assist the City in ensuring that the Contractor is making timely, accurate, and complete notations on the "as -built" drawings. Copies of the field reports shall be attached to the monthly Professional Services payment request for construction administration services. The Consultant's failure to provide written reports of all site visits or minutes of meeting shall result in the rejection of payment requests and may result in a proportional reduction in Construction Administration fees paid to the Consultant. A2.06-5 • Based on observations at the site and consultation with the City, the Consultant shall determine the amount due the Contractor based on the pay for performance milestones and shall recommend approval of such amount as appropriate. This recommendation shall constitute a representation by the Consultant to the City that, to the best of the Consultant's knowledge, information and belief, the Work has progressed to the point indicated and that, the quality of the Work is in accordance with the contract and the Contractor is entitled to amount stated on the requisition subject to. • A detailed evaluation of the Work for conformance with the contract upon substantial completion. • The results of any subsequent tests required by the contract. • Minor deviations from the contract correctable prior to completion. • Any specific qualifications stated in the payment certificate and further that the Contractor is entitled to payment in the amount agreed upon at a requisition site meeting or as stated on the requisition. Miscellaneous Engineering Services 34 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Prior to recommending payment to the Contractor, the Consultant will prepare a written statement to the City on the status of the Work relative to the Construction Schedule, which shall be attached to the Contractor's Requisition. Such statement shall be prepared immediately following the requisition field meeting and shall not be cause for delay in timely payment to the Contractor. By recommending approval of a Payment Certificate, the Consultant shall not be deemed to represent that the Consultant has made any examination to ascertain how and for what purpose the Contractor has used money paid on account of the Construction Contract Sum. A2.06-6 The Consultant shall be the interpreter of the requirements of the Contract Documents and the judge of the performance there under. The Consultant shall render interpretations necessary for the proper execution or progress of the Work upon written request of either the City or the Contractor, and shall render written decisions, within maximum of ten (10) calendar days, on all claims, disputes, and other matters in question between the City and the Contractor relating to the execution or progress of the Work. Interpretations and decisions of the Consultant shall be consistent with the intent of and reasonably inferable from, the Contract Documents and shall be in written or graphic form. A2.06-7 The Consultant shall have the authority to recommend rejection of Work, which does not conform to the Contract Documents. Whenever, in his/her reasonable opinion, the Consultant considers it necessary or advisable to ensure compliance with the Contract Documents, the Consultant will have the authority to recommend special inspection or testing of any Work deemed to be not in accordance with the Contract, whether or not such Work has been fabricated and/or delivered to the Project or installed and completed. A2.06-8 The Consultant shall promptly review and approve, reject, or take action on shop drawings, samples, RFIs and other submissions of the Contractor. Changes or substitutions to the Contract Documents shall not be authorized without concurrence of the City's Project Manager and/or Director of Capital Improvements. The Consultant shall have a maximum of ten (10) calendar days from receipt of shop drawings, samples, RFI's or other submittals by the Contractor, to return the shop drawings or submittals to the Contractor with comments indicating either approval or disapproval. The Consultant shall provide the Contractor with a detailed written explanation as to the basis for rejection. Consultant shall have five (5) calendar days to review contractor payment applications to ensure the City complies with Florida Statute §218.70. A2.06-9 The Consultant shall initiate and prepare required documentation for changes as required by the Consultants own observations or as requested by the City and shall review and recommend action on proposed changes. Where the Contractor submits a request for Change Order or Change Proposal request, the Consultant shall, within ten (10) calendar days, review and submit to the City, his/her recommendation, or proposed action along with an analysis and/or study supporting such recommendation. A2.06-10 The Consultant shall examine the Work upon receipt of the Contractor's request for substantial completion inspection of the Project and shall, prior to occupancy by the City, recommend execution of a "Certificate of Acceptance for Substantial Completion after first ascertaining that the Project is substantially complete in accordance with the contract requirements. The Consultant shall in conjunction with representatives of the City and the Contractor prepare a punch list of any defects and discrepancies in the Work required to be corrected by the Contractor in accordance with Section 218.735, Florida Statutes. Upon satisfactory completion of the punch list the Consultant shall recommend execution of a "Certificate of Final Acceptance" and final payment to the Contractor. The Consultant shall obtain from the Contractor upon satisfactory completion of all items on the punch list all necessary closeout documentation from the Contractor, including but not limited to all guarantees, operating and maintenance manuals for equipment, releases of liens/claims and such other documents and certificates as may be required by applicable codes, law, and the contract, and deliver them to the City before final acceptance shall be issued to the Contractor. A2.06-11 The Consultant shall monitor and provide assistance in obtaining the Contractor's compliance with its contract relative to 1) initial instruction of City's personnel in the operation and maintenance of any equipment or system, 2) initial start-up and testing, adjusting, and balancing of equipment and systems and 3) final clean-up of the Project to assure a smooth transition from construction to occupancy by the City. A2.06-12 The Consultant shall furnish to the City the original documents, including drawings, revised to "as -built" conditions based on information furnished by the Contractor; survey, and specific condition. In preparing the "as -built" documents the Consultant shall rely on the accuracy of the information provided by the Contractor, including the Contractor's record drawings. Any certifications required Miscellaneous Engineering Services 35 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 under this Agreement including the contents of "as -built" documents are conditioned upon the accuracy of the information and documents provided by the construction contractor. Transfer of changes made by "Change Authorization," "Change Order," "Request for Information," substitution approvals, or other clarifications will be the Consultant's responsibility to incorporate into the "as -built" and record documents. Changes made in the field to suit field conditions, or otherwise made by the Contractor for its convenience shall be marked by the Contractor on the "Field Record Set" and transferred to the original contract documents by the Consultant. The original documents as well as the "Field Record Set" shall become the property of the City. A reproducible set of all other final documents will be furnished to the City free of charge by the Consultant. A2.06-13 The Consultant shall review the Contractor's "as built" drawings and submit them to the City upon approval by the Consultant. The Contractor is responsible for preparing the "as built" drawings. A2.06-14 The Consultant shall furnish to the City a simplified site plan and floor plan(s) reflecting "as -built" conditions with graphic scale and north arrow. Plans must show room names, room numbers, overall dimensions, square footage of each floor and all fonts used in the drawings. Two sets of drawings shall be furnished on 24" x 36" sheets and one electronic copy. A2.06-15 The Consultant shall assist the City in the completion of the Contractor's performance evaluation during construction work and upon final completion of the Project. A2.07 TIME FRAMES FOR COMPLETION Time frames for completion of the several steps required to complete any given assignment, from Development of Objectives through and including Construction Contract Administration, will be determined at the time each Work Order is assigned to the Consultant by the City. 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 City. A3.02-2 Specialty Design: 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. Surveys of the existing structure required to complete as - built documentation are not additional services. A3.02-4 Extended Testing & Training: Extended assistance beyond that provided under Basic Services for the initial start-up, testing, adjusting, and balancing of any equipment or system; extended training of City's personnel in operation and maintenance of equipment and systems, and consultation during such training; and preparation of operating and maintenance manuals, other than those provided by the Contractor, sub -contractor, or equipment manufacturer. A3.02-5 Major Revisions: Making major revisions to drawings and specifications resulting in or from a change in Scope of Work, when such revisions are inconsistent with written approvals or instructions previously given by City and are due to causes beyond the control of Consultant (Major revisions are defined as those changing the Scope of Work and arrangement of spaces and/or scheme and/or any significant portion thereof). A3.02-6 Expert Witness: Preparing to serve or serving as an expert witness in connection with any mediation, arbitration, or legal proceeding, providing, however, that Consultant cannot testify against City in any proceeding during the course of this Agreement. Miscellaneous Engineering Services 36 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A3.02-7 Miscellaneous: Any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural/engineering practice related to construction. A3.03 ADDITIONAL DESIGN The City may, at its option, elect to proceed with additional services relating to the Project. ARTICLE A4 REIMBURSABLE EXPENSES A4.01 GENERAL Reimbursable Expenses cover those services and items authorized by the City in addition to the Basic and Additional Services and consist of actual, direct expenditures made by the Consultant and the Subconsultant for the purposes listed below. Transportation, travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. A4.01-1 Communications Expenses: Identifiable communication expenses approved by the Project Manager, long distance telephone, courier, and express mail between the Consultant's various permanent offices and 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. A4.02 SUBCONSULTANT REIMBURSEMENTS Reimbursable Subconsultant expenses are limited to the items described above when the Subconsultant `s agreement provides for reimbursable expenses and when such agreement has been previously approved, in writing, by the Director and subject to all budgetary limitations of the City and requirements of this Agreement. ARTICLE A5 CITY'S RESPONSIBILITIES A5.01 PROJECT AND SITE INFORMATION City, at its expense and as far 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. Miscellaneous Engineering Services 37 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. A5.02 CONSTRUCTION MANAGEMENT A5.02-1 During construction, Consultant and the Project Manager shall assume the responsibilities described in the general conditions and supplementary conditions of the construction contract relating to review and approval of the construction work by the Contractor. A5.02-2 If City observes or otherwise becomes aware of any fault or defective Work in the Project, or other nonconformance with the contract during construction, City shall give prompt notice thereof to Consultant. END OF SECTION REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Miscellaneous Engineering Services 38 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT A SCHEDULE Al - SUBCONSULTANTS FIRM NAME CONSULTING FIELD Alan Gerwig & Associates, Inc. Structural Engineering Coastal Systems International, Inc. Marine & Coastal Engineering Nutting Engineers of Florida, Inc. Geotechnical Services SCHEDULE A2 - KEY STAFF NAME JOB CLASSIFICATION Chris Giordano, MSC, CCM Jenna Martinetti, PE Nicholas Kanelidis, PE Maged Guirguis, PE Jorge Cervantes, PE Principal In Charge Project Manager Lead Engineer Sr. Civil Engineer Sr. MEP Engineer Erik Padron, PE Sr. Construction Engineering & Inspection Alan L. Gerwig, PE, LEED AP Sr. Structural Engineer Heidi Belle Henderson R. Harvey Sasso, PE Steve Watts, PSM Sr. Environmental Engineer Sr. Marine & Coastal Engineer Sr. Surveying and Mapping Engineer Miscellaneous Engineering Services 39 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 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 City under this Agreement shall be limited to the amount specified in Article 2.05-1 Compensation Limits, as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise may be alleged or claimed by the Consultant, beyond the cumulative amount provided herein, except where specifically approved in accordance with the City Code by the City Manager or City Commission as applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement. B1.02 CONSULTANT NOT TO EXCEED Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or percentage amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the City shall have no liability or responsibility for paying any amount of such excess, which will be at the Consultant's own cost and expense. ARTICLE B2 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the averages of the certified Wage Rates that have been received and approved by the Director. The averages of said certified Wage Rates are summarized in Schedule B1 - Wage Rates Summary incorporated herein by reference. Said Wage Rates are the effective direct hourly rates, as approved by the City, of the Consultant and Subconsultant employees in the specified professions and job categories that are to be utilized to provide the services under this Agreement, regardless of manner of compensation. B2.02 EMPLOYEES AND JOB CLASSIFICATIONS Schedule B1 - Wages Rates Summary identifies the professions, job categories and/or employees expected to be used during the term of this Agreement. These include architects, engineers, landscape architects, professional interns, designers, CADD technicians, project managers, GIS and environmental specialists, specification writers, clerical/administrative support, and others engaged in the Work. In determining compensation for a given Scope of Work, the City reserves the right to recommend the use of the Consultant employees at particular Wage Rate levels. B2.03 MULTIPLIER For Work assigned under this Agreement, a maximum multiplier of 2.9 for home office and 2.4 for field office shall apply to Consultant's hourly Wage Rates in calculating compensation payable by the City. Said multiplier is intended to cover the Consultant employee benefits and the Consultant's profit and overhead, including, without limitation, office rent, local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, stenographic, administrative, and clerical support, other employee time or travel and subsistence not directly related to a project. B2.04 CALCULATION Said Wage Rates are to be utilized by the Consultant in calculating compensation payable for specific assignments and Work Orders as requested by the City. The Consultant shall identify job classifications, available staff, and projected man-hours required for the proper completion of tasks and/or groups of tasks, milestones, and deliverables identified under the Scope of Work as exemplified in Schedule B1 - Wage Rates Summary. B2.05 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by the City shall, via the Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g., sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance, and unemployment Miscellaneous Engineering Services 40 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 benefits), and an overhead factor. Failure to comply with this section shall be cause for termination of this Agreement. B2.06 ESCALATION There shall be no escalation clause as part of this Agreement. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM Compensation for a Scope of Work can be a Lump Sum and must be mutually agreed upon in writing by the City and the Consultant and stated in a Work Order. Lump Sum compensation is the preferred method of compensation. B3.01-1 Lump Sum: Shall be the total amount of compensation where all aspects of Work are clearly defined, quantified and calculated. B3.01-2 Modifications to Lump Sum: If the City authorizes a substantial or material change in the Scope of Services, the Lump Sum compensation for that portion of the Services may be equitably and proportionately adjusted by mutual consent of the Director or designee and Consultant, subject to such additional approvals as may be required by legislation or ordinance. B3.01-3 Lump Sum Compensation: 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 HOURLY RATE FEES B3.02-1 Hourly Rate Fees: Hourly Rate Fees shall be those rates for Consultant and Subconsultant employees identified in Schedule B1. All hourly rate fees will include a maximum not to exceed figure, inclusive of all costs expressed in the contract documents. The City shall have no liability for any fee, cost, or expense above this figure. B3.02-2 Conditions for Use: Hourly Rate Fees shall be used only in those instances where the parties agree that it is not possible to determine, define, quantify, and/or calculate the complete nature, and/or aspects, tasks, man-hours, or milestones for a Project or portion thereof at the time of Work Order issuance. Hourly Rate Fees may be utilized for Additional Work that is similarly indeterminate. In such cases, the City will establish an Allowance in the Work Order that shall serve as a Not to Exceed Fee for the Work to be performed on an Hourly Rate Basis. B3.03 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. All reimbursable services shall be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks. B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES The design of additive and deductive alternates contemplated as part of the original Scope for a Project as authorized by the Director will be considered as part of Basic Services. The design of additive and deductive alternates that are beyond the original Scope of Work and construction budget may be billed to the City as Additional Services. The fees for alternates will be calculated by one of the three methods outlined above, as mutually agreed by the Director and the Consultant. B3.05 FEES FOR ADDITIONAL SERVICES The Consultant may be authorized to perform Additional Services for which additional compensation and/or Reimbursable Expenses, as defined in this Agreement under Article A4 and 63.03 respectively, may be Miscellaneous Engineering Services 41 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. B3.05-1 Determination of Fee: The compensation for such services will be one of the methods described herein: mutually agreed upon Lump Sum or Hourly Rate with a Not to Exceed Limit. B3.05-2 Procedure and Compliance: An independent and detailed Notice to Proceed (NTP), and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The NTP will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultants' Competitive Negotiation Act, and other applicable laws. B3.05-3 Fee Limitations: Any authorized compensation for Additional Services, either professional fees or reimbursable expenses, shall not include additional charges for office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. For all reimbursable services and Subconsultant costs, the Consultant will apply the multiplier of one (1.0) time the amount expended by the Consultant. B3.06 PAYMENT EXCLUSIONS The Consultant shall not be compensated by the City for revisions and/or modifications to drawings and specifications, for extended construction administration, or for other work when such work is due to errors or omissions of the Consultant as determined by the City. B3.07 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the City for more than three months or terminated without any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized, performed prior to such suspension or termination, together with the cost of authorized reimbursable services and expenses then due, and all appropriate, applicable, and documented expenses resulting from such suspension or termination. If the Project is resumed after having been suspended for more than three months, the Consultant's further compensation shall be subject to renegotiations. ARTICLE B4 PAYMENTS TO THE CONSULTANT B4.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to services performed during each Phase of the Work. The Subconsultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form, which can be found at the end of this document. Failure to submit an 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, taken together, not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. B4.03 BILLING - HOURLY RATE Invoices submitted by the Consultant shall be sufficiently detailed and accompanied by supporting documentation to allow for proper audit of expenditures. When services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to and incurred by the Subconsultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. Miscellaneous Engineering Services 42 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 City and requirements of Article B5, Reimbursable Expenses, herein. ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS B6.01 GENERAL It is understood that all Consultant agreements and/or work Orders for new work will include the provision for the re -use of plans and specifications, including construction drawings, at the City's sole option, by virtue of signing this agreement they agree to a re -use in accordance with this provision without the necessity of further approvals, compensation, fees, or documents being required and without recourse for such re -use. END OF SECTION Miscellaneous Engineering Services 43 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B - COMPENSATION AND PAYMENTS SCHEDULE B1 - WAGE RATES SUMMARY JOB CLASSIFICATION NEGOTIATED HOURLY RATE ADJUSTED AVERAGE HOURLY RATE (2.9 Home Multiplier Applied) ADJUSTED AVERAGE HOURLY RATE (2.4 Field Multiplier Applied) Principal* $187.55 Project Manager $70.75 $205.18 $169.80 Lead Engineer $52.40 $151.96 $125.76 Sr. Civil Engineer $57.69 $167.30 $138.46 Sr. Structural Engineer $70.00 $203.00 $168.00 Sr. Environmental Engineer $60.00 $174.00 $144.00 Sr. Marine and Coastal Engineer $60.00 $174.00 $144.00 Sr. Mechanical, Electrical, and Plumbing (MEP) Engineer $61.30 $177.77 $147.12 Sr. Surveying and Mapping Services $72.76 $211.00 $174.62 Sr. Construction Engineering and Inspection (CEI) Engineer $72.76 $211.00 $174.62 Civil Engineer $50.40 $146.16 $120.96 Civil Engineer $50.40 $146.16 $120.96 CADD Technician $30.77 $89.23 $73.85 (*) Flat rate, no multipliers applied. END OF SECTION Miscellaneous Engineering Services 44 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFCOC7F-0F70-4B5D-896E-B0DC7384E834 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B - COMPENSATION AND PAYMENTS SCHEDULE B2 - CONSULTANT INVOICE CITY OF MIAMI in_ OFFICE OF CAPITAL IMPROVEMENTS CONSULTANT STANDARD (OCI) INVOICE Inner* Number. Inroic. D3 P306. Moles NOM: Contract No. Can tract TIU.. Prlaeat HO.:. Pto}Ict Nam Pu rCrP,I66 Mew NO.: Wort Off ND: TOTAL Ea.RNEO� T6 OAT[ ATTN: FroRI. NOTE- 1 EA VICE _- _r of Captelernproverne- i OCI --= SW 2TId Avenue - .aAh Floor Ms*ro. FL 33130 WIT S. XOO "pin To. Wa rn X. + G 1. COCO PRE NKJUSL r./VOICED CURRENT INVOCE& OUNT .'all.....,,.,: r r a.oe hot... loom.. wm.141le end EaM swan .sat ba ollud Atas w .e. a 1•11.4elid w le, a...omt ew,r. Wm 411...11 411N lip 4illeopr 7f M Om r argueq to bare. a toots lltliliti omit 5.L1.I it No Ph NOVO alp CONIRACT ANOINIT tiOOm =;-eraoc Oesgn. SOS 5 - Z - 5- CE:on DereoD'n[.s co S - S - S - - 3cK GORZi3K7Ye Dacu-ser>C OW. COI $ 5 5 - - fell Ce.mtmoccom Decv1! = ofC% CO. $I • 5 - 5 - - 5 TC4 col rxxn vocw+e ixt co! 5 - 5 5 - ICC% CanS3c[bar Cxv-+tns , ICCII Co, $ - 5 - Orr Run rc.alevrg $ - 5 - 5 - - 4aEeearNODCIXanrw!a:e 5 ' $ - 5 - 5 - Carslsclen .adrr.nwston .CA, S - 5 - 5 - 5 - 5 - 5 - 5 - • 5 - 5 5 : - 5 - 5 - $ - s 5 5 - 5 - s - 5 s - ^--0.ra+x cP-..•-: - 5 - 5 - 5 - Tie? - 5 - 5 - 5 . _ .Tamp 5 , - 5 - $ Teel - 5 - , 5 - 5 - 5 - 5 - s - AOOoarlr Sort cat - $ S - S I, IT9Irl - ..5 - S - _ - mw - $ - ;i - s - 1 (T1 - 5 - '5 5- _ _ TOTAL f - $ - J - 5 - SWCgtal: f Prior to TM In rOPc* Itwnilnrrg Contrx: Baianca: $ ' Deceoglone: Tots Due 5 TO BECONFUTED BY COHSLLT-JIT FORM OLOI WED NIUE 6AO CORRECT V. ,u I9 ,... T,ea.:.:.; -uue+. T € ,.tCRLMT: .m.rv, tutop d Noma carp ouudmo Cup/mm.4 Drumm,* # ',cm. Ireir e,P►d Pangpq sell Paw..1 -_.}.,.-cl. Addlevr Smoot A.m. ma .* 11We tar* and Ta. APIFYp/1 AREA TO Be COMILETSr BY CITY OF WAY CTTY Of WWI APPROVAL: Tun Dane %coeO ce. r..� PROJiGT 4w.p.oeR GAF Isms= N A AGER owe vearme sr , Jorge MAINITANT Ar+ge1 P Carrasau,llo PE -gEc-_= Miscellaneous Engineering Services 45 RFQ No. 20-21-011/13 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 City of Miami Solicitation RFQ 20-21-011 BYRD ANTI -LOBBYING AMENDMENT, 31 U.S.C. § 1352 (As Amended) CERTIFICATION REGARDING LOBBYING The undersigned certifies, to the best of his/her knowledge, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officers or employee of Congress, or an employee or a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form, LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that II subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Contractor, Calvin, Giordano &Associates, Inc. , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31, U.S.C. § 3801 et seq., apply to this certification and disclosure, if any. Signature of tractor/ctor's Authorized Official Name and Title of Contractor/Contractor's Authorized Official Chris Giordano, MSC, CCM, President Date: June 3, 2021 5/7/2021 2:30 PM p. 71 109 DocuSign Envelope ID: BAFCOC7F-OF70-4B5D-896E-B0DC7384E834 ®Rib CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 9/30/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER RBN Insurance Services 303 E Wacker Dr Ste 650 Chicago IL 60601 CONTACT Symone White PHONE FAX (A/C No Ext): 312-856-9400 (A/c, No): 312-856-9425 ADDARESS: swhite@rbninsurance.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Hartford Fire Insurance Co. 19682 INSURED SAFELLC-01 Calvin, Giordano & Associates, Inc. 1800 Eller Drive Suite 600 Fort Lauderdale FL 33316 INSURER B : Great American E&S Ins. Co. 37532 INSURER C: Hartford Casualty Insurance Co 29424 INSURER D: Bridgeway Insurance Company 12489 INSURER E : Navigators Specialty Ins. Co. 36056 INSURER F : Twin City Fire Insurance Co. 29459 COVERAGES CERTIFICATE NUMBER: 1790442943 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y 83UENZV3951 Approved by Frank Gomez 10/3/2021 09/30/2022 10/3/2022 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RETED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL &ADV INJURY $ 1,000,000 GEN'L AGGREGATE X LIMIT APPLIES JECT PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ C AUTOMOBILE X X LIABILITY ANY AUTO OWNED X SCHEDULED AUTOS NON -OWNED AUTOS ONLY Y 83UENPY9100 10/3/2021 10/3/2022 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ E X UMBRELLA LIAB EXCESS LIAB X O OCCUR CLAIMS -MADE CH21EXC8856001C 10/3/2021 10/3/2022 EACH OCCURRENCE $5,000,000 AGGREGATE $ 5,000,000 DED X RETENT ON $ n $ F WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N/A 83WECE0623 5/12/2022 5/12/2023 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 B D Professional Liability Excess Liab (2nd) Layer TER 2861558 8E-A7-XL-0002079-00 10/3/2021 10/3/2021 10/3/2022 10/3/2022 Each Claim/Aggregate Each Occ/Aggregate 10,000,000 5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Professional Liability Retro Date: 8/27/1959 for $2,000,000 each Claim/$2,000,000 in the aggregate limits 4/18/2017 for $1,000,000 each Claim/$1,000,000 in the aggregate excess of $2,000,000 each Claim/$2,000,000 in the aggregate limits 2/09/2018 for $7,000,000 each Claim/$7,000,000 in the aggregate excess of $3,000,000 each Claim/$3,000,000 in the aggregate limits. City of Miami Additional Insured on the General Liability on a primary Non -Contributory basis & Auto Liability on a primary and non-contributory basis as required by written contract or agreement. 30 days notice of cancellation, 10 days for nonpayment. CERTIFICATE HOLDER CANCELLATION City of Miami — Department of Procurement 444 SW 2nd Avenue, 6th Floor Miami FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: BAFCOC7F-OF70-4B5D-896E-B0DC7384E834 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 I - 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 explicitly 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"; (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 II - Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, 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 to 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 claim for damages because of the "bodily injury" or "property damage"; or (3) 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 And Good Samaritan Coverage "Bodily injury" arising out of the rendering of or failure to render the following health care services by any "employee" or "volunteer worker" shall be deemed to be caused by an "occurrence" for: (3) HG00010916 Page 1 of 21 © 2016 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 (1) Professional health care services such as: (a) Medical, surgical, dental, laboratory, x- ray or nursing services or treatment, advice or instruction, or the related furnishing of food or beverages; (b) Any health or therapeutic service, treatment, advice or instruction; or (c) The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; or (2) First aid services, which include: (a) Cardiopulmonary resuscitation, whether performed manually or with a defibrillator; or (b) Services performed as a Good Samaritan. For the purpose of determining the limits of insurance, 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". However, this Incidental Medical Malpractice And Good Samaritan Coverage provision applies only if you are not engaged in the business or occupation of providing any of the services described in this provision. 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 exclusion 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 or 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 alternative 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 even if the claims against any insured allege negligence or other wrongdoing in: (a) The supervision, hiring, employment, training or monitoring of others by that insured; or (b) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; if the "occurrence" which caused the "bodily injury" or "property damage", involved that which is described in Paragraph (1), (2) or (3) above. However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of 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: Page 2 of 21 HG 00 01 09 16 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 (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 capacity; 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. Pollution (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, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "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 an 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 (iii) "Bodily injury' or "property damage" arising out of heat, 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, processing 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: "Bodily injury' or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal 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 operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury' or "property damage" sustained within a building 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 (iii) "Bodily injury' or "property damage" arising out of heat, smoke 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 (i) HG 00 01 09 16 Page 3 of 21 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 g• 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, clean 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, cleaning 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. 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 claims 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; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or (b) The operation of any of the machinery or 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. i. War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, 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; (5) or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damage 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, Page 4 of 21 HG 00 01 09 16 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 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; Property loaned to you; (3) (4) Personal property in the care, custody or control of the insured; 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, including the contents of such premises, rented to you for a period of seven 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 exclusion 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 exclusion 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 exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. (5) 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 accidental physical injury to "your product" or "your work" after it has been put to its intended use. 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. Access or Disclosure Of Confidential Or Personal Information And Data -related Liability Damages arising out of: (1) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) above. HG 00 01 09 16 Page 5 of 21 DocuSign Envelope ID: BAFCOC7F-OF70-4B5D-896E-B0DC7384E834 However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury". As used in this exclusion, 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. q. Employment -Related Practices "Bodily 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 "bodily injury" to that person at whom any "employment -related practices" are directed. This exclusion applies: (1) Whether the injury -causing event described in the definition of "employment - related practices" occurs before employment, during employment or after employment of that person; Whether the insured may be liable as an employer or in any other capacity; and 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 claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, (2) (3) detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". s. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury" or "property damage" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. 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 III - 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 (3) Page 6 of 21 HG 00 01 0916 DocuSign Envelope ID: BAFCOC7F-OF70-4B5D-896E-B0DC7384E834 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 injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 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, in any manner, 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, in any manner, 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 another's "advertising idea" in your "advertisement". g. 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 (1) "Personal and advertising injury" arising out of any actual or alleged infringement or violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, trade dress, service mark or other designation of origin or authenticity; or (2) Any injury or damage alleged in any clam or "suit" that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made by you or by any other party involved in the claim or "suit", regardless of whether this insurance would otherwise apply. However, this exclusion does not apply if the only allegation in the claim or "suit" involving any intellectual property right is limited to: (1) Infringement, in your "advertisement", of: (a) Copyright; (b) Slogan; or (c) Title of any literary or artistic work; or (2) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". 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 a., b. and c. of the definition of "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury' arising out of an electronic chatroom or bulletin board the HG 00 01 09 16 Page 7 of 21 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 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". o. War "Personal and advertising injury, however caused, arising, directly or indirectly, 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; P. or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. 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, including information, sounds, text, graphics, or images from a web site of others displayed within a frame or border on your web site; or q• (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. 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 exclusion 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 securities. t. Recording And Distribution Of Material Or Information In Violation Of Law "Personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. 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. (3) Page 8 of 21 HG 00 01 09 16 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 This exclusion applies: (1) Whether the injury -causing event described in the definition of "employment - related practices" occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and To any obligation to share damages with or repay someone else who must pay damages because of the injury. v. Asbestos (3) (1) "Personal and advertising injury" 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 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". w. Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury' arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. 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 accident 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 (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. 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. HG 00 01 09 16 Page 9 of 21 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 f. Products -Completed Operations Hazard Included within the "products -completed operations hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 1. We will pay, with respect to any claim 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 court costs taxed against the insured in the "suit". However, such costs do not include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed to the insured. 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. 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. If 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 g• 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; e. 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 "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, 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. Page 10 of 21 HG 00 01 09 16 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 SECTION II - 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 partnership, 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 (if 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": (a) 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; (c) 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 (1)(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: (a) Subparagraphs (1)(a), (1)(b) and (1)(c) above do not apply to any "employee" or "volunteer worker" providing first aid services; and (b) Subparagraph (1)(d) above 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 Custodians 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 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. HG 00 01 09 16 Page 11 of 21 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 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 such insured is also a named insured under another policy or would be a named 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. 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. 5. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The following person(s) or organization(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; (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; (e) Any failure to make 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; 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 (f) (g) Page 12 of 21 HG 00 01 09 16 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 (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(s) or organization(s) 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(s) or organization(s). (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. 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 exclusions 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 exclusion 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. This exclusion applies even if the claims 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", or the offense which caused the "personal and advertising injury', involved the rendering of or the failure to render any professional services by or for you. 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 subdivision 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". f. Any Other Party Any other person or organization who is not an additional 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; HG 00 01 09 16 Page 13 of 21 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 (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". However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, 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 architectural, engineering or surveying services, 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. This exclusion applies even if the claims 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", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. The limits of insurance that apply to additional insureds 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 - Commercial General Liability Conditions. No person or organization is an insured 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 "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. General 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 to 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. Page 14 of 21 HG 00 01 09 16 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 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 If you have agreed in a written contract or written agreement that another person or organization be 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 less 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 Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or the additional insured is a partnership; HG 00 01 09 16 Page 15 of 21 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 (3) Any manager, if you or the additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or the additional insured is a corporation; (5) Any trustee, if you or the additional insured is a trust; or (6) Any elected or appointed official, if you or the additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. 3. Legal Action Against Us 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 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 claimant's 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 If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I - Coverage A - Bodily Injury And Property Damage Liability; 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 Exclusion j. of Section I - Coverage A - Bodily Injury And Property Damage Liability; (6) When You Are 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 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. (5) (7) Page 16 of 21 HG 00 01 09 16 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 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. 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 close of each audit period we will compute the earned 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 return 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. 8. 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, including 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) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including 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 HG 00 01 09 16 Page 17 of 21 DocuSign Envelope ID: BAFCOC7F-OF70-4B5D-896E-B0DC7384E834 nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will 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 include: 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 includes the mere presence of asbestos in any form. 4. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "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. 6. "Coverage territory" means: a. The United States of America (including its territories 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) Goods or products made or sold by you in the territory described in a. above; (2) 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" on the merits according to the substantive law in such territory or 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 that person; b. Termination of that person's employment; or c. Employment -related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that 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 less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, 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 the repair, replacement, adjustment or removal of "your product" or "your work", or 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 Page 18 of 21 HG00010916 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 Premises Rented To You Limit described in Section III - Limits of Insurance; b. A sidetrack agreement; c. Any easement or license agreement, including 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 municipality 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". 14."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. 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, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility 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. Vehicles 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. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; HG 00 01 09 16 Page 19 of 21 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 (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 servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 16."Occurrence" means an accident, including 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 or organization occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication, in any manner, 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, in any manner, 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"; or Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 18."Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes 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 g. (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. b. 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 condition 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 operations 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, including 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 (3) b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time 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 - Page 20 of 21 HG 00 01 09 16 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 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 proceed ing in which such damages are claimed 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. 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 paid 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, distributed 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 furnished 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. HG 00 01 09 16 Page 21 of 21 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 From: Gomez Jr., Francisco (Frank). To: Caseres, Luis; Ouevedo, Terry Subject: RE: Insurance approval Date: Friday, September 30, 2022 3:36:33 PM Attachments: image003.pnq imaae005.onq Hello Luis, The COI is adequate. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management (305) 416-174o Office (3o5) 416-176o Fax fgomez@miamigov.com "Serving, Enhancing, and Transforming our Community" From: Caseres, Luis <Lcaseres@miamigov.com> Sent: Friday, September 30, 2022 3:22 PM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Quevedo, Terry <TQuevedo@miamigov.com> Subject: FW: Insurance approval Good afternoon, Please review and approve. DocuSign Envelope ID: BAFCOC7F-OF70-4B5D-896E-B0DC7384E834 Best regards, Lt, Care' Construction Procurement Assistant City of Miami Department of Procurement 444 SW 2nd Avenue, 6th Floor, Miami, FL 33130 23 (305) 416-1923 (305) 400-5335 ELcaseres@miamigov.com "Serving, Enhancing, and Transforming our Community" CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. "Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. If you're not already a Vendor, click on or scan the QR Code to register as a new vendor for the City of Miami. From: Sagesse, Max <msagessePmiamigov.com> Sent: Friday, September 30, 2022 2:03 PM To: Caseres, Luis <Lcaseres( miamigov.com> Subject: Insurance approval Hi Luis, Please request the approval for the attached COI. Thank you, Max Sagesse DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Arthur Noriega V City Manager - Doc uSigned by: FROM: Annieerer'z PO, Director bVia¢IftBr7i r ilif Procurement/Chief Procurement Officer DATE: March 8, 2022 FILE: SUBJECT: Recommendation for Award of Contracts for Miscellaneous Engineering Services REFERENCES: Request for Qualifications (RFQ) No. 20-21-011 ENCLOSURES: Report of Evaluation Committee Memorandum, Evaluation Committee Appointment Memorandum, Proposal Security List RECOMMENDATION Based on the findings below, the Department of Procurement ("Procurement") hereby recommends the award of professional services agreements (PSAs) to Stantec Consulting Services, Inc., Keith & Associates, Inc., CES Consultants, Inc., Metric Engineering, Inc., Jacobs Engineering, Inc., A&P Consulting Transportation Engineers Corp, A.D.A. Engineering, Inc., Chen Moore and Associates, Inc., BCC Engineering, Inc., R.J. Behar & Company, Inc., T.Y. Lin International, Inc., Gannett Fleming, Inc., Calvin Giordano & Associates, Inc., Marlin Engineering, Inc., WSP USA, Inc., WGI, Inc., HDR Engineering, Inc., HBC Engineering, Inc., EAC Consulting, Inc., EXP U.S. Services, Inc., and Nova Consulting, Inc. (collectively the "Consultants") for Miscellaneous Engineering Services (the "Project"). The Services are necessary to provide the City of Miami (the "City') with full design services for the engineering services projects. The Consultants have demonstrated substantial prior experience in providing engineering services. Detailed scopes of work will be developed for each assignment, which will typically be issued on a rotational basis factoring in performance and dollars allocated for previous work orders issued because of this solicitation. It is anticipated that services provided by the Consultants will include, but not be limited to, complete planning and design services; evaluation of proposed alternatives; public meetings; detailed assessments and recommendations; cost estimates; opinions of probable construction cost; review of work prepared by subconsultants and other Consultants; field investigations and observations; post design services; construction documents, construction administration services, as well as any and all required reports for the Project at the request of the City FISCAL IMPACT The fiscal impact to the City because of the Work included under each of these PSAs will not exceed your delegated authority of $500,000.00. The hourly rates proposed by the Consultants for their key personnel varied between $375.00 for Principals and $15.00 for the lowest required classification. The hourly rates proposed by the City, and accepted by the Consultants, ranged from $187.55 to $15.00 for the proposed classifications, resulting in considerable savings for our taxpayers. DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 Page 2, Recommendation for Award of Contract for Miscellaneous Engineering Services Arthur Noriega V, City Manager BACKGROUND On May 7, 2021, Procurement issued RFQ No. 20-21-011 under full and open competition, to obtain proposals from qualified and experienced professional consulting firms to procure a Citywide pool of engineering consultants, which will operate under the oversight of the Office of Capital Improvements ("OCI") project management staff, in accordance with Florida Statutes, Section 287.055, the Consultants' Competitive Negotiation Act (CCNA). On June 25, 2021, Procurement received twenty-five (25) proposals in response to this solicitation. Consequently, the proposals were reviewed by Procurement staff, upon which twenty- one (21) proposals from the Consultants were deemed responsive and responsible, and four (4) Consultants were deemed non -responsive in accordance with the minimum qualifications and experience requirements of the RFQ. Subsequently, on October 22, 2021, the Evaluation Committee appointed by the City Manager completed the evaluation of all responsive and responsible proposals and recommended that negotiations of PSAs be initiated with all twenty- one (21) Consultants. As a result, Procurement requested the Consultants to submit their proposed hourly rates for key personnel, which were received between November 22, 2021, and January 8, 2022. Subsequently, on February 16, 2022, a Negotiations Team reviewed and approved the hourly rates for key personnel proposed by the City as compensation to the Consultants. The Consultants have since accepted in writing the hourly rates for their key personnel proposed by the City. Consequently, approval of this recommendation is requested. Execution of twenty-one (21) PSAs will be completed upon your approval. Your signature below indicates your approval of Procurement's recommendation. �Doc uSigned by: lrttUitirIWO?, March 14, 2022 107:19:08 EDT Approved: 850cF6c3720D42A... Date: Arthur Noriega V, City Manager c: Nzeribe Ihekwaba, PhD, PE, Deputy City Manager Fernando Casamayor, Assistant City Manager/Chief Financial Officer Pablo R. Velez, Sr. Assistant City Attorney Angel R. Carrasquillo, PE, Director, OCI Hector Badia, Assistant Director, OCI Fernando V. Ponassi, MA Arch., MA PPA, LEED®AP, Assistant Director, Procurement DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM Honorable City of Miami Commissioners DATE: March 8, 2022 and Honorable Mayor of the City of Miami Arthur Noriega V City Manager (— Doc uSigned by: Muir Wority. 850CF6C3721?D42A... SUBJECT: Report of Evaluation Committee for RFQ No. 20-21-011 Miscellaneous Engineering Services for the Department of Capital Improvement ("OCI") ENCLOSURES: Report of Evaluation Committee In accordance with Section 18-87 (i) of the City of Miami Code, attached please find the Report of the Evaluation Committee for subject solicitation. AP: !pc C: Nzeribe Ihekwaba, PhD, PE, Deputy City Manager Fernando Casamayor, Assistant City Manager/Chief Financial Officer Pablo R. Velez, Sr. Assistant City Attorney Annie Perez, CPPO, Director of Procurement/Chief Procurement Officer Angel Carrasquillo, PE, Director, OCI Hector Badia, Assistant Director, OCI Fernando V. Ponassi, MA Arch., MA PPA, LEED°AP, Assistant Director, Procurement PR22013 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Arthur Noriega V City Manager FROM: P-rmisP ez, CPPO Director of Procurement/Chief Procurement Officer DATE: November 2, 2021 FILE: SUBJECT: Report of Evaluation Committee for RFQ No. 20-21-011, Miscellaneous Engineering Services for the Department of Capital Improvement ("OCI") REFERENCES: Request for Qualifications (RFQ) No. 20-21-011 ENCLOSURES: Response Security List, Evaluation Committee Appointment Memorandum, and Evaluation Committee Score Sheets and Tabulation BACKGROUND On May 7, 2021, the City of Miami ("City") Department of Procurement ("Procurement") issued Request for Qualifications ("RFQ") No. 20-21-011 for the provision of Miscellaneous Engineering Services ("Project"), on behalf of the Office of Capital Improvements ("OCI"). On June 25, 2021, Procurement received twenty-five (25) proposals in response to this solicitation. Subsequently, the proposals were reviewed by Procurement staff, and upon completion of the due diligence effort, twenty-one (21) proposals were deemed responsive and responsible in accordance with the minimum qualification and experience requirements of the RFQ. The remaining proposals, submitted by Eastern Engineering Group, KCI Technologies, Inc., Kimley-Horn and Associates, Inc., and Tetra Tech, Inc., were deemed non -responsive to the minimum qualification requirements of the RFQ. Consequently, on November 1, 2021, pursuant to Section 3.1, "Acceptance/Rejection," and in consultation with the Office of the City Attorney, a letter of non -responsiveness was sent to each of the firms. SUMMARY OF EVALUATION While governed by Florida Statutes Section 287.055, a typical selection of professional services consultants may be comprised of two (2) steps: Step 1 "Evaluation of Qualifications and Experience," and Step 2 "Evaluation of Technical Proposals/Oral Presentations." On October 22, 2021, an Evaluation Committee ("Committee") appointed by the City Manager on August 23, 2021, met to complete the Step 1 evaluation of the twenty-one (21) responsive and responsible proposals, following the guidelines stipulated in the solicitation. Two (2) of the voting committee members, Mr. Armando Vilaboy, Regional Representative, South Florida Water Management District, and Mr. Jose Lago, PE, Sr. Project Manager, OCI, were unable to attend the meeting. As a result, alternate committee members from OCI, Messrs. Cameron Frazier, Project Manager, and Keith Ng, Project Manager, participated as voting members. Accordingly, the proposals were evaluated pursuant to the six (6) evaluation criteria listed below: DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 Page 2, RFQ 20-21-011 Miscellaneous Engineering Services Arthur Noriega V, City Manager Evaluation Criteria Step 1 Maximum Points (Per Committee Member) Proposer's Qualifications and Experience 30 Proposer's Project Manager's Qualifications and Experience 20 Proposer's Lead Engineer's Qualifications and Experience 20 Proposer's Team Members Qualifications and Experience 15 Design Philosophy and Process/Technical Capabilities and Approach 10 Amount of Work Awarded by the City 5 Total Points Per Committee Member 100 Due to the potential utilization of non -local funding sources to compensate the selected consultants under contract, the standard fifteen percent (15%), participation of Small Business Enterprise ("SBE") firms was not applicable. Furthermore, Procurement staff assigned scores for Criterion 6, "Amount of Work Awarded by the City," based on the amount of work awarded by the City of Miami within the previous three (3) years from the Proposal Submission Due Date of June 25, 2021. The individual scores per team under this criterion are indicated between parenthesis next to the total awarded points shown below. The final scores were as follows: Proposing Firms Awarded Points (Maximum 500 points) 1 Stantec Consulting, Inc. 2 Keith & Associates, Inc. 3 CES Consultants 4 Metric Engineering, Inc. 5 Jacobs Engineering, Inc. 6 A&P Consulting Transportation Engineers Corp. 7 ADA Engineering, Inc. 8 Chen Moore and Associates, Inc. 9 BCC Engineering, Inc. 10 R. J. Behar & Company, Inc. 11 T.Y. Lin International, Inc. 12 Gannett Fleming, Inc. 13 Calvin Giordano & Associates, Inc. 14 Marlin Engineering, Inc. 15 WSP USA, Inc. 16 WGI, Inc. 17 HDR Engineering, Inc. 18 HBC Engineering, Inc. 19 EAC Consulting, Inc. 20 EXP U.S. Services, Inc. 21 Nova Consulting, Inc. 432 (4) 429 (5) 428 (4) 426 (5) 426 (5) 424 (3) 423 (3) 419 (3) 419 (3) 418 (3) 413 (3) 409 (3) 409 (3) 407 (4) 404 (2) 402 (3) 402 (4) 402 (5) 401 (3) 391 (2) 391 (1) The Committee decided to waive Step 2 proceedings, and voted unanimously to recommend to the City Manager that negotiations of professional services agreements ("PSAs") be initiated with each firm, at the sole discretion of the City. The tabulation and individual Committee member score sheets for the Step 1 proceedings are attached as supporting documentation. PR22012 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 Page 3, RFQ 20-21-011 Miscellaneous Engineering Services Arthur Noriega V, City Manager Recommendation The Committee hereby requests authorization for Procurement, in collaboration with the nominated Negotiations Committee, Mr. Jorge Corzo from the Town of Medley, and Messrs. Achmed Valdes and Thomas Barr from OCI, to commence negotiations of a PSA to provide miscellaneous engineering services for the Project. At the sole discretion of the City, a PSA may be negotiated with all twenty-one (21) ranked teams. APPROVED: DATE: oaawnPa br. Arthur Noriega V City Manager November 8, 2021 1 08:30:15 EST c: Nzeribe Ihekwaba, PhD, PE, Deputy City Manager Fernando Casamayor, Assistant City Manager/Chief Financial Officer Pablo R. Velez, Sr. Assistant City Attorney Angel R. Carrasquillo, PE, Director, OCI Hector Badia, Assistant Director, OCI Fernando V. Ponassi, MA Arch., MA PPA, LEED®AP, Assistant Director, Procurement PR22012 DocuSign Envelope ID: A8F4488C-9612-4B96-B9EO-1 E4D7BF3E8DA EVALUATION COMMITTEE MEETING Friday, October 22, 2021 Department of Procurement Request for Qualifications (RFQ) No. 20-21-011 Miscellaneous Engineering Services Arthur Noriega, V, City Manager Annie Perez, CPPO, Director of Procurement Angel R. Carrasquillo, Director, OCI EVALUATION COMMITTEE MEMBERS TABULATION SHEET RFQ No. 20-21-011 0)0 M U 0E O O 0_ 0 E Ol N C-. LL 2- IC 0 ;, o E °1 = O 0 C 0 0 s O V y V y • y m CO co 0 • O .= • o 1) . u) A y U U y SUB -TOTAL QUALITATIVE SCORES TOTAL QUALITATIVE SCORES QUALITATIVE RANKING z 0 1- 0_ a_ 0 N aW a co En co 2 u u- z0 a� co 0 z 0 m W LL TOTAL SCORES (WITH BONUS POINTS FINAL RANK NAME OF FIRM(S) 1 2 A & P CONSULTING TRANSPORTATION ENGINEERS CORP. 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. ADA ENGINEERING, INC. 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. Qualitative Scores Qualitative Scores 27 18 18 10 9 3 27 18 18 12 8 3 28 18 18 14 10 3 27 16 16 10 7 3 27 18 16 12 7 3 85 86 91 79 83 29 18 16 12 9 3 28 18 17 13 9 3 27 18 17 13 9 3 28 17 17 11 8 3 26 16 15 11 6 3 87 88 87 84 77 136 88 86 58 41 15 138 87 82 60 41 15 424 423 6 7 17C83178£LO408-3968-49817-0L30-3LOOOJV8 :01 adoianu3 u6!Snoo4 424 423 Page 1 of 11 DocuSign Envelope ID: A8F4488C-9612-4B96-B9EO-1 E4D7BF3E8DA EVALUATION COMMITTEE MEETING Friday, October 22, 2021 Department of Procurement Request for Qualifications (RFQ) No. 20-21-011 Miscellaneous Engineering Services Arthur Noriega, V, City Manager Annie Perez, CPPO, Director of Procurement Angel R. Carrasquillo, Director, OCI EVALUATION COMMITTEE MEMBERS TABULATION SHEET RFQ No. 20-21-011 0)0 M U y 0 0 o_ C E N 16 LL 2- IC c V 0 ;, o E °1 = O 0 m V rn C E U 0 4 O o_ o_ U co C N V . N a> 5 • CD E M n SUB -TOTAL QUALITATIVE SCORES TOTAL QUALITATIVE SCORES QUALITATIVE RANKING z 0 1- 0_ a_ 0 N aW 0. co m 2 to Q N u- z0 N z 0 m W LL TOTAL SCORES (WITH BONUS POINTS FINAL RANK NAME OF FIRM(S) 3 4 BCC ENGINEERING, INC. 1A - Proposers Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. CALVIN GIORDANO & ASSOCIATES, INC. 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposers Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. Qualitative Scores Qualitative Scores 25 15 15 11 9 3 28 17 17 13 9 3 28 18 17 14 10 3 27 17 16 10 7 3 27 17 16 13 8 3 78 87 90 80 84 21 14 15 15 8 3 28 18 18 13 7 3 27 16 16 14 10 3 26 15 16 10 5 3 27 18 16 13 8 3 76 87 86 75 85 135 84 81 61 43 15 129 81 81 65 38 15 419 409 8 12 17C83178£LO408-3968-49817-0L30-3LOOOJV8 :01 adoianu3 u6!Snoo4 419 409 Page 2 of 11 DocuSign Envelope ID: A8F4488C-9612-4B96-B9EO-1 E4D7BF3E8DA EVALUATION COMMITTEE MEETING Friday, October 22, 2021 Department of Procurement Request for Qualifications (RFQ) No. 20-21-011 Miscellaneous Engineering Services Arthur Noriega, V, City Manager Annie Perez, CPPO, Director of Procurement Angel R. Carrasquillo, Director, OCI EVALUATION COMMITTEE MEMBERS TABULATION SHEET RFQ No. 20-21-011 0)0 M U y 0 0 0_ C E N 16 LL 2- IC c V 0 ;, o E °1 = 0 SUB -TOTAL QUALITATIVE SCORES TOTAL QUALITATIVE SCORES QUALITATIVE RANKING z 0 1- _ 0 N aW a_ m co m 2 Eno N u- z0 a� n z 0 m W LL TOTAL SCORES (WITH BONUS POINTS FINAL RANK NAME OF FIRM(S) 5 CES CONSULTANTS 1A - Proposers Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. 6 CHEN MOORE AND ASSOCIATES, INC. 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposers Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. Qualitative Scores Qualitative Scores 21 16 16 14 10 4 29 18 19 13 9 4 26 16 17 13 8 4 26 16 16 10 6 4 29 19 18 14 9 4 81 92 84 78 93 27 16 16 13 8 3 29 18 17 12 9 3 27 18 18 14 9 3 26 16 15 10 6 3 26 17 16 14 7 3 83 88 89 76 83 131 85 86 64 42 20 135 85 82 63 39 15 428 419 3 8 17C83178£LO408-3968-49817-0L30-3LOOOJV8 :01 adoianu3 u6!Snoo4 428 419 Page 3 of 11 DocuSign Envelope ID: A8F4488C-9612-4B96-B9EO-1 E4D7BF3E8DA EVALUATION COMMITTEE MEETING Friday, October 22, 2021 Department of Procurement Request for Qualifications (RFQ) No. 20-21-011 Miscellaneous Engineering Services Arthur Noriega, V, City Manager Annie Perez, CPPO, Director of Procurement Angel R. Carrasquillo, Director, OCI EVALUATION COMMITTEE MEMBERS TABULATION SHEET RFQ No. 20-21-011 0)0 M U y 0 0 0_ C E N 16 LL 2- IC c V 0 ;, o E °1 = O 0 m V rn C 0 E U 0 4 O o_ o_ U t6 C N V . N a> 5 N CD E M n SUB -TOTAL QUALITATIVE SCORES TOTAL QUALITATIVE SCORES QUALITATIVE RANKING z 0 1- _ 0 • N aW a m co m 2 • a N u- z0 aa� n z 0 m W LL TOTAL SCORES (WITH BONUS POINTS FINAL RANK NAME OF FIRM(S) 7 8 EAC CONSULTING 1A - Proposers Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. EXP U.S. SERVICES, INC. 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposers Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposers Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. Qualitative Scores Qualitative Scores 24 15 14 13 9 3 27 18 17 13 8 3 26 16 16 13 8 3 25 16 15 9 5 3 26 17 16 13 7 3 78 86 82 73 82 21 16 15 13 10 2 28 17 17 14 8 2 25 15 15 13 7 2 26 16 16 9 5 2 25 16 16 12 6 2 77 86 77 74 77 128 82 78 61 37 15 125 80 79 61 36 10 401 391 19 20 17C83178£LO408-3968-49817-0L30-3LOOOJV8 :01 adoianu3 u6!Snoo4 401 19 391 20 Page 4 of 11 DocuSign Envelope ID: A8F4488C-9612-4B96-B9EO-1 E4D7BF3E8DA EVALUATION COMMITTEE MEETING Friday, October 22, 2021 Department of Procurement Request for Qualifications (RFQ) No. 20-21-011 Miscellaneous Engineering Services Arthur Noriega, V, City Manager Annie Perez, CPPO, Director of Procurement Angel R. Carrasquillo, Director, OCI EVALUATION COMMITTEE MEMBERS TABULATION SHEET RFQ No. 20-21-011 0)0 M U y 0 0 0_ C E N 16 LL 2- IC c V Fr; o E °1 = O 0 m V rn C 0 E n 0 O o_ o_ U co C N V -y N 5 _N CD E = M n SUB -TOTAL QUALITATIVE SCORES TOTAL QUALITATIVE SCORES QUALITATIVE RANKING z 0 1- 0_ 0 N aW 0- m co m 2 to Q N u- z0 N z 0 m W LL TOTAL SCORES (WITH BONUS POINTS FINAL RANK NAME OF FIRM(S) 9 10 GANNETT FLEMING 1A - Proposers Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. HBC ENGINEERING 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposers Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. Qualitative Scores Qualitative Scores 23 17 13 11 10 3 29 18 18 13 8 3 28 17 16 14 10 3 26 16 16 9 6 3 25 16 17 11 7 3 77 89 88 76 79 20 16 14 12 7 5 28 18 18 13 7 5 27 17 16 14 8 5 25 16 15 7 6 5 25 16 15 11 6 5 74 89 87 74 78 131 84 80 58 41 15 125 83 78 57 34 25 409 402 12 16 17C83178£LO408-3968-49817-0L30-3LOOOJV8 :01 adoianu3 u6!Snoo4 409 12 402 Page 5 of 11 DocuSign Envelope ID: A8F4488C-9612-4B96-B9EO-1 E4D7BF3E8DA EVALUATION COMMITTEE MEETING Friday, October 22, 2021 Department of Procurement Request for Qualifications (RFQ) No. 20-21-011 Miscellaneous Engineering Services Arthur Noriega, V, City Manager Annie Perez, CPPO, Director of Procurement Angel R. Carrasquillo, Director, OCI EVALUATION COMMITTEE MEMBERS TABULATION SHEET RFQ No. 20-21-011 0)0 M U y 0 0 0_ C E N 16 LL 2- IC c V 0 ;, o E °1 = O 0 m V rn C E U 0 O a a v U co C N V . N a> 5 CD N E M n SUB -TOTAL QUALITATIVE SCORES TOTAL QUALITATIVE SCORES QUALITATIVE RANKING 2 0 1- _ 0 N aW a m co m 2 Eno N u- z0 aa� n z 0 m W LL TOTAL SCORES (WITH BONUS POINTS FINAL RANK NAME OF FIRM(S) 11 12 HDR ENGINEERING, INC. 1A - Proposers Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. JACOBS 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposers Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. Qualitative Scores Qualitative Scores 21 13 13 11 9 4 29 18 17 13 9 4 26 17 16 13 9 4 27 16 16 8 5 4 25 16 15 12 8 4 71 90 85 76 80 22 15 14 14 9 5 29 18 17 13 9 5 28 17 17 14 10 5 26 16 16 8 5 5 28 18 17 14 7 5 79 91 91 76 89 128 80 77 57 40 20 133 84 81 63 40 25 402 426 16 4 17C83178£LO408-3968-49817-0L30-3LOOOJV8 :01 adoianu3 u6!Snoo4 402 426 Page 6 of 11 DocuSign Envelope ID: A8F4488C-9612-4B96-B9EO-1 E4D7BF3E8DA EVALUATION COMMITTEE MEETING Friday, October 22, 2021 Department of Procurement Request for Qualifications (RFQ) No. 20-21-011 Miscellaneous Engineering Services Arthur Noriega, V, City Manager Annie Perez, CPPO, Director of Procurement Angel R. Carrasquillo, Director, OCI EVALUATION COMMITTEE MEMBERS TABULATION SHEET RFQ No. 20-21-011 0)0 M U y 0 0 0_ C E N 16 LL 2- IC c V 0 ;, o E °1 = O 0 m V rn C 0 E U 04, O o_ o_ U t6 C N V . N a> 5 • CD E M n SUB -TOTAL QUALITATIVE SCORES TOTAL QUALITATIVE SCORES QUALITATIVE RANKING z 0 1- _ 0 • N aW a_ m co m 2 • a N u- z0 a� n z 0 m W LL TOTAL SCORES (WITH BONUS POINTS FINAL RANK NAME OF FIRM(S) 13 14 KEITH & ASSOCIATES, INC. 1A - Proposers Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. MARLIN ENGINEERING, INC. 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposers Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposers Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. Qualitative Scores Qualitative Scores 28 18 17 13 8 5 28 19 18 13 8 5 27 17 17 13 8 5 26 16 16 10 6 5 26 17 16 12 7 5 89 91 87 79 83 20 14 14 14 7 4 27 18 17 13 8 4 27 16 18 14 9 4 25 15 16 9 6 4 26 17 17 13 7 4 73 87 88 75 84 135 87 84 61 37 25 125 80 82 63 37 20 429 407 2 14 17C83178£LO408-3968-49817-0L30-3LOOOJV8 :01 adoianu3 u6!Snoo4 429 407 14 Page 7 of 11 DocuSign Envelope ID: A8F4488C-9612-4B96-B9EO-1 E4D7BF3E8DA EVALUATION COMMITTEE MEETING Friday, October 22, 2021 Department of Procurement Request for Qualifications (RFQ) No. 20-21-011 Miscellaneous Engineering Services Arthur Noriega, V, City Manager Annie Perez, CPPO, Director of Procurement Angel R. Carrasquillo, Director, OCI EVALUATION COMMITTEE MEMBERS TABULATION SHEET RFQ No. 20-21-011 0)0 M U y 0 0 0_ C E N 16 LL 2- IC c V 0 ;, o E °1 = O 0 m V rn C 0 E U 0 O d a v U t6 C N V . N a> 5 • CD E M n SUB -TOTAL QUALITATIVE SCORES TOTAL QUALITATIVE SCORES QUALITATIVE RANKING z 0 1- _ 0 • N aW a_ m co m 2 • a N u- z0 a� n z 0 m W LL TOTAL SCORES (WITH BONUS POINTS FINAL RANK NAME OF FIRM(S) 15 16 METRIC ENGINEERING, INC. 1A - Proposers Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. NOVA CONSULTING, INC. 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposers Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposers Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. Qualitative Scores Qualitative Scores 28 19 13 10 8 5 27 18 17 13 8 5 28 18 18 14 10 5 26 16 16 11 7 5 25 17 16 12 6 5 83 88 93 81 81 20 16 15 11 9 1 28 17 17 13 9 1 26 18 17 14 9 1 25 16 16 9 6 1 25 16 16 12 6 1 72 85 85 73 76 134 88 80 60 39 25 124 83 81 59 39 5 426 391 4 20 17C83178£LO408-3968-49817-0L30-3LOOOJV8 :01 adoianu3 u6!Snoo4 426 391 Page 8 of 11 DocuSign Envelope ID: A8F4488C-9612-4B96-B9EO-1 E4D7BF3E8DA EVALUATION COMMITTEE MEETING Friday, October 22, 2021 Department of Procurement Request for Qualifications (RFQ) No. 20-21-011 Miscellaneous Engineering Services Arthur Noriega, V, City Manager Annie Perez, CPPO, Director of Procurement Angel R. Carrasquillo, Director, OCI EVALUATION COMMITTEE MEMBERS TABULATION SHEET RFQ No. 20-21-011 0)0 M U 0E 0 0 0_ 0_ E N 16 LL 2- IC 0 V 0 ;, o E °1 = O 0 m V 0) C E 0 0 4 O o_ o_ U co C N 0 . N a> 5 • CD E SUB -TOTAL QUALITATIVE SCORES TOTAL QUALITATIVE SCORES QUALITATIVE RANKING z 0 1- 0_ a_ 0 N aW a co m 2 rn Q N u- z0 a� co 0 z 0 m W LL TOTAL SCORES (WITH BONUS POINTS FINAL RANK NAME OF FIRM(S) 17 18 R.J. BEHAR & COMPANY, INC. 1A - Proposers Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. STANTEC CONSULTING SERVICES INC. 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposers Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposers Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie -Breaker Criterion 1A, 2A, 3A, 4A, and 5A; then Total Qualitative Points for 1A, 2A,3A, 4A, and 5A. Qualitative Scores Qualitative Scores 26 19 17 14 10 3 28 17 17 13 9 3 28 18 17 14 10 3 25 16 15 9 6 3 25 16 16 12 6 3 89 87 90 74 78 28 17 16 12 9 4 29 18 18 13 9 4 28 18 18 14 8 4 26 16 16 9 8 4 28 18 17 13 6 4 86 91 90 79 86 132 86 82 62 41 15 139 87 85 61 40 20 418 432 10 1 17C83178£LO408-3968-49817-0L30-3LOOOJV8 :01 adoianu3 u6!Snoo4 418 10 432 Page 9 of 11 DocuSign Envelope ID: A8F4488C-9612-4B96-B9EO-1 E4D7BF3E8DA EVALUATION COMMITTEE MEETING Friday, October 22, 2021 Department of Procurement Request for Qualifications (RFQ) No. 20-21-011 Miscellaneous Engineering Services Arthur Noriega, V, City Manager Annie Perez, CPPO, Director of Procurement Angel R. Carrasquillo, Director, OCI EVALUATION COMMITTEE MEMBERS TABULATION SHEET RFQ No. 20-21-011 0)0 M U 0E 0 0 0_ 0_ E N 16 LL 2- IC 0 V 0 ;, o E °1 = O 0 m V 0) C 0 E 0 0 4 O o_ o_ U t6 C N 0 . N a> 5 CD _N E m a O SUB -TOTAL QUALITATIVE SCORES TOTAL QUALITATIVE SCORES QUALITATIVE RANKING z 0 1- _ 0 • N aW a_ m co m 2 • a N u- z0 a� n z 0 m W LL TOTAL SCORES (WITH BONUS POINTS FINAL RANK NAME OF FIRM(S) 19 20 T.Y. LIN INTERNATIONAL 1A - Proposers Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. WGI, INC. 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposers Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposers Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. Qualitative Scores Qualitative Scores 29 20 14 12 9 3 29 19 18 13 10 3 28 17 17 14 9 3 23 14 14 8 5 3 25 16 17 12 6 3 87 92 88 67 79 22 16 13 11 8 3 29 18 17 13 10 3 28 18 16 14 9 3 24 15 14 9 6 3 25 17 16 12 7 3 73 90 88 71 80 134 86 80 59 39 15 128 84 76 59 40 15 413 402 11 16 17C83178£LO408-3968-49817-0L30-3LOOOJV8 :01 adoianu3 u6!Snoo4 413 11 402 16 Page 10 of 11 DocuSign Envelope ID: A8F4488C-9612-4B96-B9EO-1 E4D7BF3E8DA 0 0 0 to a' r 0 m 7 co O 0 EVALUATION COMMITTEE MEETING Friday, October 22, 2021 Department of Procurement Request for Qualifications (RFQ) No. 20-21-011 Miscellaneous Engineering Services Arthur Noriega, V, City Manager Annie Perez, CPPO, Director of Procurement Angel R. Carrasquillo, Director, OCI EVALUATION COMMITTEE MEMBERS co w 0 to W > Q Q D J 0 m N w oo w j a ~ J Q J 4 z Y Z a re W H Q F a Q z O a 3 w w a m r1 w y m 2 v.Q rn 2 I— LL Z o O r d H tnU z 0 m > LL z o z 0 I u, W ce U to a ~ 0 c C c - z c 4 C Q C Z C LT r c C 4 r c 4 a, o a is c m 4' ar •oo a c " E .N LL c U 0 °' R" l> p m �, 0 R o m E 0> o a a� a 0 N C °' m 3ce wd w E To M R a 0 o o d �' o T 0_ d Wod a c O O O W 3°6 3 w a> °' w .n co iu N R c d o o of a _«_ O Q o rna� t wO Y 0 5 ? _ a m a,Ym_ p`6p m E N is E d rC s �_ o ' rn ay cjv _ to TABULATION SHEET RFQ No. 20-21-011 NAME OF FIRM(S) 21 WSP USA, Inc. 1A - Proposer's Experience and Qualifications (Max. 30 points) 22 28 28 26 27 131 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 17 18 17 16 18 86 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 15 18 17 16 16 82 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 11 13 13 11 13 61 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 7 7 8 6 6 34 6A - Amount of Work Awarded by the City (Max. 5 points) 2 2 2 2 2 10 Qualitative Scores 74 86 85 77 82 404 15 404 15 Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. Chairperson: Luis Perez-Codina, Sr. Procurement Contracting Manager Page 11 of 11 DocuSign Envelope ID: A8F4488C-9612-4B96-B9E0-1 E4D7BF3E8DA RFQ NO. 20-21-011 Miscellaneous Engineering Services EVALUATION OF PROPOSALS Cameron Frazier, Project Manager, Office of Capital Improvements, City of Miami EVALUATION PROPOSERS CRITERIA \\ ax imum M PUlnb Aav consuinng b Trenaportlon Engineers Engineers BCC Engineers carom Giordano and Assoeleba CES Consulbnb Chen Moore EAC Consulting E%PUS Services Gannet Fleming NBC Engineering MDR Engineering Jacobs Kalb and Associates Marlin Engineer Metric Engineering. Inc.Consulting Nova RJ Behar Company Stantae Servicesinternational TLIN WGI MP USA Proposer's Gualmcationa and Experience 30 2./7 Zq Z 7I Z ( Z" r z..,V1 ✓ ( Z 5 20 L z, Z. 2 7o Z 74,3 yro V 'Lei LZ ZZ Proposer a Project Manager's Guslmcations and Experience 20 Y Q 1 Y ' G 0 I/ 7 ' / r 5 (o 7 f, 3 5 CJ D (� p 1 11 l 7 Z O I I:9 I- Experience Lead Engineers GuellnceUona and 20 ��] 1 1�.7 I / J I d to 7 ! I ., V3' I ' w I L •-%2 / I ' 7J I y 'Z� I (,� a� ' +e 1 f.1 1' I 1 4 1i 13 15 Proposer's Team Members GualincaUons and Experience 15 r� L t Z 11 I L 5 t I I'-j1 7 1 7 11 1 11 1 ill 1 3 I U 'r•�/ { t 1 jI 1 i� • Z- 1 Z 1 1 Design Philosophy and Process/Technical Capabilities and Approach 10 q q 4 ,`/r�� VJ I r J ✓I Gf f/ `' 1 t I rl V C1 `I ( ^ r C n -1 Amount or Work Awarded by the City 5 3 3 '4 32 3(� 2 3 5 5 5 4 4 3 31 2 TOTAL POINTS 100 15 �1 11 I rf3 / ^3 /' Ili' i J 1 i i 1 ^ 11 1(4 �I4 '/ 71 V? i 3 j�5 �)S /�1 /Z .73 7 y Co (� V! 1✓ 1 L4 PRINT NAME: Cp_144-61 1 er b£83ti8ELoa08-3968-ageti-OLJO-JL000Jv8 :al adoienu3 u6ignooa DocuSign Envelope ID: A8F4488C-9612-4B96-B9E0-1 E4D7BF3E8DA RFO NO. 20-21-011 Miscellaneous Engineering Services EVALUATION OF PROPOSALS Sabrina Baglieri, Senior Capital Projects Coordinator, City of Miami Beach EVALUATION PROPOSERS CRITERIA Maximum Points A&P commune Transportation Engineers ADA Engineers BCC Engineers Calvin Giordano end Associates CES Consultants Chen Moore EAC Consulbng ENP US Services Gannet Fleming HBC Engineering HDR Engineering Jacobs Ne1Ih and Associates Marlin Engineer Metric Engineering, Nova Consulting RJ Behar 6 Company Stantac Consulting TY LIN Inlernallonal WGI WSP USA Proposers Qualifications and Experience - L 26 2--7 1y[ 26 ✓✓ 26 2 Z 2c 26 ik ']In�/ce7'� 2. 2.5- 2� /S]er�vip/cT/e]s 28 /�/� %�_ /� Expert Proposers Project Manger's Qualifications and Experience 20 1 16VVV I� I 1; jr.y j,/7/sue/1y!//r'ProPmcr'a ' �� �� ib �� �� �� �� �� '� �� 1� 1� Lcad Engineers Ouallg<ationa anC20I L! SSSJJJ VV VVV I• l / r ' �� q v ' , I ii 4 1r,Eaparlenc° tt-- Proposer s Teem Members Qualifications and Experience(7 15 �� il- - / 11 !.y� !� f1 ��)/ ,i (' {� DesignPhilosophy and ProcessfTechnicallDGrad^.fj]/ Capabilities and Approach 6 iyi--( - 6 16 "...... Amount of Worx Awarded by me city 5 3 3 3 3 4 3 3 2 3 5 4 5 5 4 1 3 4 3 3 2 to,.., el ei 2,5 53 33 7 9 7-5 go of g3 8 9( 3 86 h47 Fo 7 7 b£83ti8ELoa08-3968-ageti-OLJO-JL000Jv8 :al adoienu3 u6ignooa DocuSign Envelope ID: A8F4488C-9612-4B96-B9E0-1 E4D7BF3E8DA RR] NO. 20-21-011 Miscellaneous Engineering Services EVALUATION OF PROPOSALS Melissa Hew, Resilience Program Manager, Department of Resilience and Public Works, City of Miami EVALUATION PRO SERS CRITERIA Mnlmum Points ASP Consulting Transportation AGA Engineers BCC Engineers Calvin Giordano and Associates ssoc CES Consultants Chan Moore EAC Consulting E%PUS Services Gannet Fleming NBC Engineering HDR Engineering Jacobs Kolla, and Associates Marlin Engineer Metric Englneering, Nova Consultltg RJ eehar6 CemPanY sYnlet Consulting Services TY UN Inbmetlonel WGI WSP USA Proposer's Qualifications and Experience 30 '1 .t-- c�� n y '2' ea� �cl �- 1' ),, Y • �61 'D.,� ,�� • • a� �^ J` D� /Inc. •Ot� r�/f U{ J- a? l 201 1 aci A. c, ).,} Pmposer's Prefect Manager's Qualifications and Experience 20 I I? l- i? i 1 J 1 J i 1 • 1 e l c l i el l' is- lI- i 1 I, I 1 \- • I, Propoaar's Lead Engineers Qualifications and Experience 20 I 1. / 7S t l . 1 3- I G o 1 l 9 1 2_ ` T CI- 1 -1 — -� i% ` n l 1 S j 1' ` 1 iTh 1 ` i l' ' ;i '! 1 -••l �I (` 1 S/ /, /� I e 1- �t yn (r+ Propoaar's Team Members Gualln<aUona and Experience 15 13 i 3 1 3 13 t 3. 1)- 1 3 19 13 t 3 i 3 131 i 3' i 13 l 13 • I'? . l 2i 13 . 13 Design Philosophy and ProceasRechnicel Capebllltles and Approach 10 �i �j I� I c/ ` (� a (� IS � 9 , 4 U ? 01 9 ; 9 / 0 / p , Amount of Wore Awarded by the City 5 3 3 3 3 4 3 3 2 3 5 4 5 5 0 5 1 3 • 4 3 3 . 2 TOTAL POINTS 100 :1 `p ( jj�, Q q' F 1 qD, v) �� Vo 7 °, 3� • GID. 9l cI g - pr O sf FS •' - q I ciD_ 90 SIGNATURE: �� PRINT NAME: el issctV\R-Pii b£83ti8ELoa08-3968-ageti-OLJO-JL000Jv8 :al adoienu3 u6ignooa DocuSign Envelope ID: A8F4488C-9612-4B96-B9E0-1 E4D7BF3E8DA RFO NO, 20-21-011 Miscellaneous. Engineering Services EVALUATION OF PROPOSALS Keith Ng, Senior Project Manager, Office of Capital Improvements EVALUATION PRO SERS CRITERIA Maximum pnti ALP Gone nan, TreeeperlaUen Engineers ADA En 9'men BCC Englryaary cum Giordano end Aaseclafea CES gglpWttanb Chen Macro EAC CanlWlUng E%P US Scrv�leas/ Gonna Fkming HBC Eng4Yper�in® HER Englpaarnwg Jessie* Keith and Meaalate! Martin Engineer Malele Engineering, Entering. Hoes LgnXdtlng RJ BeharE. Wmparyy Stang. Go�ereiq Services TY LIN In[afne7bnei MI YWBP USA PrepeeerY quelBkarlafu end Experienw 30 ` ... � t ''l CCCCi---��LLL�o � r 225' (�i 7 L. ' t 1 x a Z 2/{ 2 l/J -'jItaJ`.��.— ate/ "/�1'] PmpenerY Project Manager's llualrncarlens and Experience 20 + ,a Pi YFIJ r, it P5 n.�• ic, IL, 1 -6:7 it, tcc^�JJ l IL, t 6 9 L L + 1 IrC-%• } f r — 2 aC� 1 4 r/�6., 1 �+ A L Proposer a Lead Engineers quell0aapona anal Experience/`/�} 20� j ++ !1 6/ ry y r J ++ 116 1 i l Il j ( S 1f tin- 1t i a if J/ [f 16, ' j IL,- f 4 IVY - Framer's new members OwYBceUene end 15 rt i I yy (Y6 1 V it) 1 •. i i Rf£�, [ J r 0 it q [ J 1 I CeExperiense ProcassReehraceE a triesPhirand Apprephy oach Gepe➢Illtlaa and fpProecn 1B {{{6661'1'1'lll 11_ ii A IV-n t - l r/L_/ / r' {��]1 I 7€�J• amoenl pi wont Aeneas try ma cly 3 33yi 3r 4 3 3 2 5'•L{j- 4j 5/ 3 {L,^J 3 4 3 3f 2 TOTAL POIN\S 100 T-1 I Q33, V° '4`? 4- ^gy'3yF� r L l 46 -3 L,/ '+-44- 7 L i5 S'f �1� 49 i 9 6 r _ ✓ ✓ ✓ ✓ ✓ ✓ tf V ✓ 1/ .J V • •`r b£83ti8ELoa08-3968-ageti-OLJO-JL000Jv8 :al adoienu3 u6ignooa DocuSign Envelope ID: A8F4488C-9612-4B96-B9E0-1 E4D7BF3E8DA RFQ NO. 20-21-011 Miscellaneous E ngl nearing Sarvl Cos EVALUATION OF PROPOSALS Jorge E. Corzo. PE - Director, Capital Pro'eots & Economic. Development, Town of Medley EVALUATION PROPOSERS CRITERIA \`‘ • MaximumAqA Pains Add CaneulUnp Treneportauoo Engineers Englneara BCC Elglneett. Calvin Gfarearro end CES Conwdmnta Chen Aloe. CAC C/a}MPUlig EXP VS Sereisn Gannet Fleming HBC Engliatiaing NOR Englnrennp Jacobs Nallh end Amadei. Merlin Engineer Memo Ynginporinp laid.. Hove Cduolting RJ Behar 1. Company. Steam C: i4Nlg Services TT Lib Internatlanel WGI WSP USA Prapaeer':OvaBBretlwaA end Enparlanea ]e A Li LS 27 i.1' �? Z1p ,1 L ■ a�tiro � •■ it 2.? 21 LIS Z LS Le. �% (r ti� Napo:ar s Pralert Manageee CM/Mikado.. end Experience 20 [ � e �r 8 i IT 1? • ■■■ 11 L9 1? (& I/� % V /{�(I 1{t i V L/� Q 1'P IT f Propaser'a fiend Engineer* Guellgcatlona one Experience 20 f i( 1 lb g PeaaeaarM Town Members Cuetlaceuons end Experleue 15 titCepehlxtlas ` 1$ Design Philosophy end ProceasiTecnnrcal ens Approach 70 1 v r /�]j �� U %�] V al + /y { LI CO l(w ■ '{,/ f1 rye Amount m Work Awarded by the Cly 5 3 333 4 Y 3 2 3 5 5 4 T 5 1 !"— a L� 4 I 3 TOTAL POINTS 100 Si�i ��jy33 qf" St 1/ p �yr.4.4 iiJ it +/�5 `i i 4h Q 1!Gt. Qv33 �7►l ��2±�r I1�9! SIGNATURE: �d6E E . cpiya !n/l2/Zp7i 0 0 c m m 0 0 m W -n m 0 O C) 0 m cri 0 aG rn m O V CD m Co GJ DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Arthur Noriega V DATE: August 2, 2021 FILE: City Manager FROM: Annie Perez, CPPO, Director Department of Procurement SUBJECT: Appointment of Evaluation Committee for Request for Qualifications (RFQ) No. 20-21-011 Miscellaneous Engineering Services REFERENCES: RFQ No. 20-21-011 The Procurement Department ("Procurement°], on behalf of the Office of Capital Improvements ("OCI"), issued RFQ No. 20-21-011 on May 7, 2021, for Miscellaneous Engineering Services. It is respectfully requested that you approve the appointment of the following individuals to serve as members of the Committee to evaluate and score proposals that were received on June 25, 2021. Each proposed member has the requisite knowledge and experience to evaluate the proposals pursuant to the RFQ. Chairperson (non -voting) Luis A. Perez-Codina, Sr. Procurement Contracting Manager, Procurement, City of Miami ("COM') City of Miami Committee Members (voting) Jose Lego, P.E., CFM, Senior Project Manager, OCI, COM Melissa Hew, Resilience Programs Manager, Department of Resilience and Public Works, COM External Committee Members (voting) Jorge E. Corzo, P.E., Director Capital Projects & Economic Development, Town of Medley Armando Vilaboy, Regional Representative, South Florida Water Management District Sabrina Baglieri, Senior Capital Projects Coordinator, City of Miami Beach Alternate Committee Members Cameron Frazier, Project Manager, OCI, COM Keith Ng, Project Manage OCI, COM APPROVED; AP: Ipc iFf(A-3 ////>1 Arthur Norie• V, City Manager Date c: Nzeribe Ihekwaba, PE, PhD, Deputy City Manager Fernando Casamayor, Assistant City Manager/Chief Financial Officer Pablo R. Velez, Sr. Assistant City Attorney Angel Carrasquillo, PE, Director, OCI Hector Badia, Assistant Director, OCI Fernando V. Ponassi, MA Arch., MA PPA, LEEDPAP, Assistant Director, Procurement PR21154 DocuSign Envelope ID: BAFCOC7F-OF70-4B5D-896E-B0DC7384E834 O/LO/LVL I rCl 'scope Source: Bid Tabulation Report Solicitation #RFQ 20-21-011 - Miscellaneous Engineering Services Creation Date May 7, 2021 End Date Jun 25, 2021 5:00:00 PM EDT Start Date May 7, 2021 4:29:29 PM EDT Awarded Date Not Yet Awarded KCI Technologies, Inc. Bid Contact Deborah Boyd kcimarketing@kci.com Ph 410-527-4410 Address 936 Ridgebrook Road Sparks, MD 21152 Agency Notes: $0.00 Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services- First Offer Product Code: Agency Notes: 1 / project Supplier Product Code: Supplier Notes: Please find attached, on behalf of the KCI team, our response to Solicitation 20-21-011 for Miscellaneous Engineering Services. Kimley-Horn and Associates, Inc. $0.00 Bid Contact Amy McGreger florida.marketing@kimley-horn.com Ph 561-845-0665 Address 1920 Wekiva Way Suite 200 West Palm Beach, FL 33411 Agency Notes: Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services- First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: HDR Engineering, Inc. $0.00 Bid Contact erica sobelman erica.sobelman@hdrinc.com Ph 954-224-1492 Agency Notes: Address 3250 W Commercial Blvd, #100 Fort Lauderdale, FL 33309 Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services- First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: Gannett Fleming, Inc. $0.00 Bid Contact Kolleen Snapp ksnapp_@gfnet.com Ph 813-882-4366 Address 9119 Corporate Lake Dr., Suite 150 Tampa, FL 33634 Agency Notes: Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services- First Offer Product Code: Agency Notes: 1 / project Supplier Product Code: Supplier Notes: Gannett Fleming, Inc. is pleased to submit https://www.bidsync.corn✓DPXReports?ac=bidreview&auc=2074623&byvendor=y&awardrec=Y&showpopup=n 1/7 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 O/LO/LVL I rCl 'scope Source: Bid Tabulation Report L our response for RFQ 20-21-011, Miscelleneous Engineering) Services. Thank you for your consideration. Tetra Tech HAI $0.00 Bid Contact Kari Nemiro kari.nemiro@tetratech.com Ph 407-839-3955 Agency Notes: Address 201 E Pine St., Suite 1000 Orlando, FL 32801 Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services- First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: WGI $0.00 Bid Contact Sandee Bright Address 2910 MAGUIRE RD sandee.brightftwginc.com SUITE 2008 Ph 407-581-1221 OCOEE, FL 34761 Bid Notes Submittal by: WGI, Inc. 11401 SW 40th St, Suite 455 Miami, FL 33165 Project Manager: Andy Garganta, PE Agency Notes: Supplier Notes: Submittal by: WGI, Inc. 11401 SW 40th St, Suite 455 Miami, FL 33165 Project Manager: Andy Garganta, PE Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services- First Offer Product Code: Agency Notes: 1 / project Supplier Product Code: Supplier Notes: Submittal by: WGI, Inc. 11401 SW 40th St, Suite 455 Miami, FL 33165 WSP USA Inc. $0.00 Bid Contact Toni Friedman toni.friedman@wsp.com Ph 813-520-4444 Agency Notes: Address 2202 N. West Shore Blvd., Suite 300 Tampa, FL 33767 Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services- First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: https://www.bidsync.corn✓DPXReports?ac=bidreview&auc=2074623&byvendor=y&awardrec=Y&showpopup=n 2/7 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 O/LO/LVL I rCl 'scope Source: Bid Tabulation Report EXP US Services $0.00 Bid Contact Jose Santiago jose.santiago@exp.com Ph 305-631-2208 Address 26050 SW 209TH AVE HOMESTEAD, FL 33031 Agency Notes: Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services- First Offer Product Code: Agency Notes: 1 / project Supplier Product Code: Supplier Notes: EXP US Services Inc is pleased to submit this proposal for RFQ 20-21-011 for the Miscellaneous Engineering Services Contract. Contact Info: Kyle Henry - 561-329-9263 Jose Santiago - 786-801-6360 Tina Lindgren - 858-952-4911 A.D.A. Engineering, Inc. $0.00 Bid Contact Vivian Martinez mkg@adaeng.net Ph 305-551-4608 Fax 305-551-8977 Agency Notes: Item # Address 8550 NW 33 Street, Suite 202 Miami, FL 33122 Supplier Notes: Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services- First Offer Product Code: Agency Notes: 1 / project Supplier Product Code: Supplier Notes: CES Consultants, Inc. $0.00 Bid Contact Rudy Ortiz cesinfo@cesconsult.com Ph 305-827-2220 Fax 305-827-1121 Agency Notes: Address 880 SW 145th Ave Suite 106 Pembroke Pines, FL 33027 Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services- First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: Stantec Consulting Services Inc. Bid Contact Grace Morales grace.morales@stantec.com Ph 305-445-2900 Fax 305-445-3366 Agency Notes: $0.00 Address 901 Ponce de Leon Blvd., #900 Coral Gables, FL 33134 Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services- First Offer Product Code: Agency Notes: 1 / project Supplier Product Code: Supplier Notes: Jacobs $0.00 https://www.bidsync.corn✓DPXReports?ac=bidreview&auc=2074623&byvendor=y&awardrec=Y&showpopup=n 3/7 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 O/LO/LVL I rCl 'scope Source: Bid Tabulation Report Bid Contact Julee Payne julee.payne@jacobs.com Ph 954-682-0682 Agency Notes: Address 550 W Cypress Creek Rd # 400 Ft. Lauderdale, FL 33309 Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services- First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: Eastern Engineering Group $0.00 Bid Contact Fernando Torres easternegm arketi ng2gmai I.com Ph 305-807-5103 Agency Notes: Address 3401 NW 82nd Ave Ste 370 Miami, FL 33122 Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services- First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: Marlin Engineering $0.00 Bid Contact Katherine Salazar ksalazar@marlinengineering.com Ph 954-653-8100 Address 3363 W. Commercial Blvd Suite #115 Fort Lauderdale, FL 33309 Agency Notes: Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services- First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: Please find attached the response to RFQ 20-21-011 for MARLIN Engineering Inc. Chen Moore and Associates $0.00 Bid Contact Peter Moore lbarron@chenmoore.com Ph 954-730-0707 Agency Notes: Address 500 W Cypress Creek Road Suite 630 Fort Lauderdale, FL 33309 Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services- First Offer 1 / project Product Code: Lgency Notes: Supplier Product Code: Supplier Notes: T.Y. Lin International $0.00 Bid Contact Jenny Alonso jenny.alonso@tylin.com Ph 305-567-1888 Address 201 Alhambra Circle Suite 900 Coral Gables, FL 33178 Agency Notes: Item # Line Item Supplier Notes: Unit Price Qty/Unit Total Price https://www.bidsync.corn✓DPXReports?ac=bidreview&auc=2074623&byvendor=y&awardrec=Y&showpopup=n 4/7 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 O/LO/LVL I rCl 'scope Source: Bid Tabulation Report RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services- First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: A&P Consulting Transportation Engineers, Corp. $0.00 Bid Contact Juan Muniz jmuniz@apcte.com Ph 305-592-7283 Address 10305 NW 41st Street, Suite 115 Dora!, FL 33178 Agency Notes: Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services- First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: Metric Engineering Inc. $0.00 Bid Contact Jessica Moses kristine.melanson@metriceng.com Ph 407-644-1898 Agency Notes: Address 13940 SW 136 Street STE 200 Miami, FL 33186 Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services- First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: Nova Consulting $0.00 Bid Contact Nova Consulting marketing@nova-consulting.com Ph 305-436-9200 Bid Notes Nova Consulting, Inc. Agency Notes: Address MIAMI, FL 33172 Supplier Notes: Nova Consulting, Inc. Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services- First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: BCC Engineering, Inc. $0.00 Bid Contact Alfred Lurigados cnorgaard@bcceng.com Ph 786-251-0315 Agency Notes: Address 6401 SW 87th Avenue Suite 200 MIAMI, FL 33173 Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services- First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: R.J. Behar & Company, Inc. $0.00 Bid Contact Robert Behar Address 6861 SW 196 Ave dbehar@rjbehar.com Suite 302 Ph 954-680-7771 Pembroke Pines, FL 33332 Bid Notes The Certification Statement on BidSync/Periscope does not reflect the correct RFQ. Pages 2-6 were uploaded. https://www.bidsync.corn/DPXReports?ac=bidreview&auc=2074623&byvendor=y&awardrec=Y&showpopup=n 5/7 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 O/LO/LVL I rCl 'scope Source: Bid Tabulation Report Agency Notes: Supplier Notes: The Certification Statement on BidSync/Periscope does not reflect the correct RFQ. Pages 2-6were uploaded. Item # Line Item Unit Price Qty/Unit RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services- First Offer 1 / project Product Code: Agency Notes: Total Price Supplier Product Code: Supplier Notes: R.J. Behar & Company, Inc. is pleased to submit on this RFQ. Calvin, Giordano & Associates, Inc. $0.00 Bid Contact Marty Evans jkoehler@cgasolutions.com Ph 954-921-7781 Agency Notes: Address 1800 Eller Drive Suite 600 Fort Lauderdale, FL 33316 Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services- First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: HBC Engineering Company $0.00 Bid Contact Adebayo Coker acoker@hbcengineeringco.com Ph 305-232-7932 Agency Notes: Address 8935 NW 35th Lane, Suite 201 Dora', FL 33172 Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services- First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: RFQ-20-21-011 HBC Engineering Company Supplier Notes: RFQ Forms could not be compiled due to loss of information when combining multiples of identical fillableform pdfs. Proposer did not want to modify nor alter forms as per RFQ Requirements. Please accept the following with all required documents. EAC Consulting, Inc. $0.00 Bid Contact Martha Aguiar Address 5959 Blue Lagoon Drive mmairena@eacconsult.com Suite 410 Ph 305-265-5400 Miami, FL 33126 Agency Notes: Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services- First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: Keith and Associates, Inc. $0.00 Bid Contact Dodie Keith Address 301 East Atlantic Boulevard klawlor@keithteam.com Pompano Beach, FL 33060 Ph 954-788-3400 Agency Notes: Supplier Notes: https://www.bidsync.corn✓DPXReports?ac=bidreview&auc=2074623&byvendor=y&awardrec=Y&showpopup=n 6/7 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 O/LO/LVL I rCl scope Source: Bid Tabulation Report Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services- First Offer Product Code: Agency Notes: 1 / project Supplier Product Code: Supplier Notes: Close Print https://www.bidsync.corn/DPXReports?ac=bidreview&auc=2074623&byvendor=y&awardrec=Y&showpopup=n 7/7 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 DIVISION OF CORPORATIONS VE;i91 Of .org D,1_PDit.\\Fr`r�� r fur oflriul Stair of Florida rvrbsitr Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Profit Corporation CALVIN, GIORDANO & ASSOCIATES, INC. Filing Information Document Number M17373 FEI/EIN Number 65-0013869 Date Filed 06/27/1985 State FL Status ACTIVE Last Event AMENDMENT Event Date Filed 03/21/2001 Event Effective Date NONE Principal Address 1800 ELLER DR STE 600 FORT LAUDERDALE, FL 33316 Changed: 04/02/2001 Mailing Address 1800 ELLER DR STE 600 FORT LAUDERDALE, FL 33316 Changed: 03/02/2000 Registered Agent Name & Address C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324 Name Changed: 02/12/2018 Address Changed: 02/12/2018 Officer/Director Detail Name & Address Title President, Treasurer DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 Giordano, Chris 1800 ELLER DR STE 600 FORT LAUDERDALE, FL 33316 Title VP Martinetti, Jenna 1800 ELLER DR STE 600 FORT LAUDERDALE, FL 33316 Title VP COOK-WEEDON, TAMMY 1800 ELLER DR STE 600 FORT LAUDERDALE, FL 33316 Title Secretary HOPKINS, DAWN 1800 ELLER DR STE 600 FORT LAUDERDALE, FL 33316 Title VP WATTS, STEVE 1800 ELLER DR STE 600 FORT LAUDERDALE, FL 33316 Title VP, Secretary Causley, Matthew 1800 ELLER DR STE 600 FORT LAUDERDALE, FL 33316 Title VP STAMBAUGH, DAVID 1800 Eller Drive Suite 600 Ft Lauderdale, FL 33316 Annual Reports Report Year Filed Date 2022 03/07/2022 2022 03/29/2022 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 2022 07/26/2022 Document Images 07/26/2022 -- AMENDED ANNUAL REPORT 03/29/2022 -- AMENDED ANNUAL REPORT 03/07/2022 -- ANNUAL REPORT 04/27/2021 -- AMENDED ANNUAL REPORT 02/09/2021 --ANNUAL REPORT 04/01/2020 -- AMENDED ANNUAL REPORT 01/27/2020 -- ANNUAL REPORT 01/17/2019 -- ANNUAL REPORT 02/12/2018 -- Reg. Agent Change 02/06/2018 -- AMENDED ANNUAL REPORT 01/02/2018 --ANNUAL REPORT 01/10/2017 -- ANNUAL REPORT 01/04/2016 --ANNUAL REPORT 05/07/2015 -- AMENDED ANNUAL REPORT 01/14/2015 --ANNUAL REPORT 12/22/2014 -- AMENDED ANNUAL REPORT 10/30/2014 -- AMENDED ANNUAL REPORT 03/20/2014 -- AMENDED ANNUAL REPORT 01/09/2014 --ANNUAL REPORT 01/04/2013 --ANNUAL REPORT 01/24/2012 --ANNUAL REPORT 03/15/2011 --ANNUAL REPORT 02/17/2010 -- ANNUAL REPORT 02/25/2009 -- ANNUAL REPORT 02/21/2008 --ANNUAL REPORT 04/23/2007 -- ANNUAL REPORT 01/20/2006 --ANNUAL REPORT 01/19/2005 -- ANNUAL REPORT 07/02/2004 -- ANNUAL REPORT 01/27/2003 --ANNUAL REPORT 03/13/2002 -- ANNUAL REPORT 04/02/2001 --ANNUAL REPORT 03/20/2001 -- Amendment 03/02/2000 -- ANNUAL REPORT 02/24/1999 -- ANNUAL REPORT 01/27/1998 -- ANNUAL REPORT 02/10/1997 -- ANNUAL REPORT 01/29/1997 -- NAME CHANGE 02/06/1996 -- ANNUAL REPORT 01/25/1995 -- ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 Florida Department of State, Division of Corporations DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 ® Ao C CERTIFICATE OF LIABILITY INSURANCE DATE D/Y YYY) E (MM/ 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 RBN Insurance Services 303 E Wacker Dr Ste 650 Chicago IL 60601 CONTACT Symone White PHONE FAX (A/C No Ext): 312-856-9400 (A/c, No): 312-856-9425 ADDARESS: swhite@rbninsurance.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Hartford Fire Insurance Co. 19682 INSURED SAFELLC-01 Calvin, Giordano & Associates, Inc. 1800 Eller Drive Suite 600 Fort Lauderdale FL 33316 INSURER B : Great American E&S Ins. Co. 37532 INSURER C: Hartford Casualty Insurance Co 29424 INSURER D: Bridgeway Insurance Company 12489 INSURER E : Twin City Fire Insurance Co. 29459 INSURERF: Lexington Insurance Company 19437 COVERAGES CERTIFICATE NUMBER: 2055070373 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y 83UENZV3951 Approved by Frank Gomez 10/3/2022 10/05/2022 10/3/2023 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RETED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL &ADV INJURY $ 1,000,000 GEN'L AGGREGATE X LIMIT APPLIES JECT PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ C AUTOMOBILE X X LIABILITY ANY AUTO OWNED x SCHEDULED AUTOS NON -OWNED AUTOS ONLY Y 83UENPY9100 10/3/2022 10/3/2023 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ Excess Auto Liab.* $ 1,000,000 D X UMBRELLA LIAB EXCESS LIAB X O OCCUR CLAIMS -MADE 8E-A7-XL-0002079-01 10/3/2022 10/3/2023 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DED X RETENT ON $ D $ E WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N/A 83WECE0623 5/12/2022 5/12/2023 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 B F Professional Liability Excess Liab (2nd) Layer TER 2861558 28492374 10/3/2022 10/3/2022 10/3/2023 10/3/2023 Each Claim/Aggregate Each Occ/Aggregate 10,000,000 5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) *Excess Auto Liability Buffer Policy: Endurance American Specialty EXT30025875000 10/3/2022-2023 Professional Liability Retro Date: 8/27/1959 for $2,000,000 each Claim/$2,000,000 in the aggregate limits 4/18/2017 for $1,000,000 each Claim/$1,000,000 in the aggregate excess of $2,000,000 each Claim/$2,000,000 in the aggregate limits 2/09/2018 for $7,000,000 each Claim/$7,000,000 in the aggregate excess of $3,000,000 each Claim/$3,000,000 in the aggregate limits. See Attached... CERTIFICATE HOLDER CANCELLATION City of Miami — Department of Procurement 444 SW 2nd Avenue, 6th Floor Miami FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 AGENCY CUSTOMER ID: SAFELLC-01 LOC #: ACORO� ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY RBN Insurance Services POLICY NUMBER CARRIER NAIC CODE NAMED INSURED Calvin, Giordano & Associates, Inc. 1800 Eller Drive Suite 600 Fort Lauderdale FL 33316 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE City of Miami Additional Insured on the General Liability on a primary Non -Contributory basis & Auto Liability on a primary and non-contributory basis as required by written contract or agreement. 30 days notice of cancellation, 10 days for nonpayment. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: BAFCOC7F-OF70-4B5D-896E-B0DC7384E834 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 I - 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 explicitly 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"; (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 II - Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, 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 to 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 claim for damages because of the "bodily injury" or "property damage"; or (3) 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 And Good Samaritan Coverage "Bodily injury" arising out of the rendering of or failure to render the following health care services by any "employee" or "volunteer worker" shall be deemed to be caused by an "occurrence" for: (3) HG00010916 Page 1 of 21 © 2016 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 (1) Professional health care services such as: (a) Medical, surgical, dental, laboratory, x- ray or nursing services or treatment, advice or instruction, or the related furnishing of food or beverages; (b) Any health or therapeutic service, treatment, advice or instruction; or (c) The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; or (2) First aid services, which include: (a) Cardiopulmonary resuscitation, whether performed manually or with a defibrillator; or (b) Services performed as a Good Samaritan. For the purpose of determining the limits of insurance, 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". However, this Incidental Medical Malpractice And Good Samaritan Coverage provision applies only if you are not engaged in the business or occupation of providing any of the services described in this provision. 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 exclusion 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 or 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 alternative 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 even if the claims against any insured allege negligence or other wrongdoing in: (a) The supervision, hiring, employment, training or monitoring of others by that insured; or (b) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; if the "occurrence" which caused the "bodily injury" or "property damage", involved that which is described in Paragraph (1), (2) or (3) above. However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of 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: Page 2 of 21 HG 00 01 09 16 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 (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 capacity; 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. Pollution (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, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "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 an 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 (iii) "Bodily injury' or "property damage" arising out of heat, 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, processing 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: "Bodily injury' or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal 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 operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury' or "property damage" sustained within a building 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 (iii) "Bodily injury' or "property damage" arising out of heat, smoke 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 (i) HG 00 01 09 16 Page 3 of 21 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 g• 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, clean 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, cleaning 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. 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 claims 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; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or (b) The operation of any of the machinery or 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. i. War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, 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; (5) or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damage 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, Page 4 of 21 HG 00 01 09 16 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 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; Property loaned to you; (3) (4) Personal property in the care, custody or control of the insured; 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, including the contents of such premises, rented to you for a period of seven 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 exclusion 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 exclusion 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 exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. (5) 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 accidental physical injury to "your product" or "your work" after it has been put to its intended use. 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. Access or Disclosure Of Confidential Or Personal Information And Data -related Liability Damages arising out of: (1) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) above. HG 00 01 09 16 Page 5 of 21 DocuSign Envelope ID: BAFCOC7F-OF70-4B5D-896E-B0DC7384E834 However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury". As used in this exclusion, 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. q. Employment -Related Practices "Bodily 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 "bodily injury" to that person at whom any "employment -related practices" are directed. This exclusion applies: (1) Whether the injury -causing event described in the definition of "employment - related practices" occurs before employment, during employment or after employment of that person; Whether the insured may be liable as an employer or in any other capacity; and 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 claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, (2) (3) detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". s. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury" or "property damage" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. 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 III - 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 (3) Page 6 of 21 HG 00 01 0916 DocuSign Envelope ID: BAFCOC7F-OF70-4B5D-896E-B0DC7384E834 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 injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 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, in any manner, 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, in any manner, 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 another's "advertising idea" in your "advertisement". g. 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 (1) "Personal and advertising injury" arising out of any actual or alleged infringement or violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, trade dress, service mark or other designation of origin or authenticity; or (2) Any injury or damage alleged in any clam or "suit" that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made by you or by any other party involved in the claim or "suit", regardless of whether this insurance would otherwise apply. However, this exclusion does not apply if the only allegation in the claim or "suit" involving any intellectual property right is limited to: (1) Infringement, in your "advertisement", of: (a) Copyright; (b) Slogan; or (c) Title of any literary or artistic work; or (2) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". 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 a., b. and c. of the definition of "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury' arising out of an electronic chatroom or bulletin board the HG 00 01 09 16 Page 7 of 21 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 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". o. War "Personal and advertising injury, however caused, arising, directly or indirectly, 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; P. or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. 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, including information, sounds, text, graphics, or images from a web site of others displayed within a frame or border on your web site; or q• (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. 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 exclusion 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 securities. t. Recording And Distribution Of Material Or Information In Violation Of Law "Personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. 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. (3) Page 8 of 21 HG 00 01 09 16 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 This exclusion applies: (1) Whether the injury -causing event described in the definition of "employment - related practices" occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and To any obligation to share damages with or repay someone else who must pay damages because of the injury. v. Asbestos (3) (1) "Personal and advertising injury" 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 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". w. Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury' arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. 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 accident 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 (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. 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. HG 00 01 09 16 Page 9 of 21 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 f. Products -Completed Operations Hazard Included within the "products -completed operations hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 1. We will pay, with respect to any claim 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 court costs taxed against the insured in the "suit". However, such costs do not include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed to the insured. 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. 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. If 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 g• 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; e. 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 "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, 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. Page 10 of 21 HG 00 01 09 16 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 SECTION II - 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 partnership, 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 (if 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": (a) 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; (c) 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 (1)(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: (a) Subparagraphs (1)(a), (1)(b) and (1)(c) above do not apply to any "employee" or "volunteer worker" providing first aid services; and (b) Subparagraph (1)(d) above 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 Custodians 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 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. HG 00 01 09 16 Page 11 of 21 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 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 such insured is also a named insured under another policy or would be a named 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. 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. 5. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The following person(s) or organization(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; (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; (e) Any failure to make 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; 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 (f) (g) Page 12 of 21 HG 00 01 09 16 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 (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(s) or organization(s) 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(s) or organization(s). (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. 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 exclusions 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 exclusion 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. This exclusion applies even if the claims 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", or the offense which caused the "personal and advertising injury', involved the rendering of or the failure to render any professional services by or for you. 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 subdivision 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". f. Any Other Party Any other person or organization who is not an additional 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; HG 00 01 09 16 Page 13 of 21 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 (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". However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, 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 architectural, engineering or surveying services, 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. This exclusion applies even if the claims 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", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. The limits of insurance that apply to additional insureds 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 - Commercial General Liability Conditions. No person or organization is an insured 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 "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. General 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 to 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. Page 14 of 21 HG 00 01 09 16 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 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 If you have agreed in a written contract or written agreement that another person or organization be 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 less 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 Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or the additional insured is a partnership; HG 00 01 09 16 Page 15 of 21 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 (3) Any manager, if you or the additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or the additional insured is a corporation; (5) Any trustee, if you or the additional insured is a trust; or (6) Any elected or appointed official, if you or the additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. 3. Legal Action Against Us 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 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 claimant's 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 If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I - Coverage A - Bodily Injury And Property Damage Liability; 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 Exclusion j. of Section I - Coverage A - Bodily Injury And Property Damage Liability; (6) When You Are 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 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. (5) (7) Page 16 of 21 HG 00 01 09 16 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 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. 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 close of each audit period we will compute the earned 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 return 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. 8. 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, including 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) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including 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 HG 00 01 09 16 Page 17 of 21 DocuSign Envelope ID: BAFCOC7F-OF70-4B5D-896E-B0DC7384E834 nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will 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 include: 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 includes the mere presence of asbestos in any form. 4. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "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. 6. "Coverage territory" means: a. The United States of America (including its territories 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) Goods or products made or sold by you in the territory described in a. above; (2) 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" on the merits according to the substantive law in such territory or 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 that person; b. Termination of that person's employment; or c. Employment -related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that 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 less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, 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 the repair, replacement, adjustment or removal of "your product" or "your work", or 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 Page 18 of 21 HG00010916 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 Premises Rented To You Limit described in Section III - Limits of Insurance; b. A sidetrack agreement; c. Any easement or license agreement, including 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 municipality 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". 14."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. 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, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility 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. Vehicles 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. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; HG 00 01 09 16 Page 19 of 21 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 (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 servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 16."Occurrence" means an accident, including 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 or organization occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication, in any manner, 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, in any manner, 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"; or Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 18."Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes 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 g. (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. b. 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 condition 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 operations 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, including 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 (3) b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time 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 - Page 20 of 21 HG 00 01 09 16 DocuSign Envelope ID: BAFC0C7F-0F70-4B5D-896E-B0DC7384E834 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 proceed ing in which such damages are claimed 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. 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 paid 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, distributed 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 furnished 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. HG 00 01 09 16 Page 21 of 21 DocuSign Envelope ID: BAFCOC7F-OF70-4B5D-896E-B0DC7384E834 From: Gomez Jr., Francisco (Frank). To: Caseres, Luis; Ouevedo, Terry Subject: RE: Insurance approval Date: Wednesday, October 5, 2022 8:30:04 AM Attachments: image001.pnq imaae003.onq Hello Luis, The COI is adequate. Thanks, Frank Gomez, PIAM, CPII Property & Casualty Manager City of Miami Risk Management (305) 416-174o Office (305) 416-176o Fax fgomez@miamigov.com "Serving, Enhancing, and Transforming our Community" From: Caseres, Luis <Lcaseres@miamigov.com> Sent: Wednesday, October 5, 2022 8:21 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Quevedo, Terry <TQuevedo@miamigov.com> Subject: FW: Insurance approval Good morning, Please review and approve. Olivera, Rosemary From: Sent: To: Cc: Subject: RFQ 20-21-011 Good morning, Caseres, Luis Monday, November 14, 2022 11:43 AM McGinnis, Lai -Wan; Badia, Hector; Darrington, Mario; Cabrera, Paola; Mora, Jorge; Hansen, Anthony; Sagesse, Max Cambridge, Susan; Barr, Thomas; Ponassi Boutureira, Fernando; Velez, Pablo; Hannon, Todd; Olivera, Rosemary; Cabrera, Paola; Lee, Denise Document Distribution -RFQ 20-21-011 - Miscellaneous Engineering Services - Calvin Giordano & Associates, Inc. The above is a link where you can find this executed contract, file was too big to attach as an attachment. Good morning All: Lai -Wan: Attached for your records is a scanned copy of the document described below, which was duly executed by all appropriate parties. Thank you. Paola You may now close this Matter ID 22- 630 Todd Please find attached the fully executed copy of agreement that is to be considered an original agreement for your records. Document Type: First Party: Second Party: Program/Purpose: Effective Date: Best regards, Continuing Contract City of Miami Calvin Giordano & Associates, Inc. Miscellaneous Engineering Services 11/08/2022 i Lu.t.-Cc erek Construction Procurement Assistant City of Miami Department of Procurement 444 SW 2nd Avenue, 6th Floor, Miami, FL 33130 (305) 416-1923 g (305) 400-5335 HLcaseres©miamigov.com 0 "Serving, Enhancing, and Transforming our Community" CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. If you're not already a Vendor, click on or scan the QR Code to register as a new vendor for the City of Miami. 2