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26131
AGREEMENT INFORMATION AGREEMENT NUMBER 26131 NAME/TYPE OF AGREEMENT GFT INFRASTRUCTURE, INC. DESCRIPTION AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT/MISCELLANEOUS TRANSPORTATION & TRAFFIC ENGINEERING SUPPORT SERVICES RFQ NO. 20-21- 005/MATTER I D : 26-1015 EFFECTIVE DATE May 15, 2026 ATTESTED BY NICOLE EWAN ATTESTED DATE 5/15/2026 DATE RECEIVED FROM ISSUING DEPT. 5/15/2026 NOTE DOCUSIGN AGREEMENT BY EMAIL Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Luis Caseres/Cris Lima EXT. 1923 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: GFT Infrastructure, Inc. IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $ 500,000.00 FUNDING INVOLVED? TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) Amendment No. 1 ■ ■ YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT NO NO PURPOSE OF ITEM (BRIEF SUMMARY): To change the name of the firm from Gannett Fleming, Inc. to GFT Infrastructure, Inc. under RFQ No. 20-21-005 Miscellaneous Transportation and Traffic Engineering Support Services COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER Reviewed and OK to proceed. Fernando Ponassi April 20, 2026 113:16:03 Annie Perez, CPPO EDT SIGNATURE: ,—DocuSigned by: �� °'`'Q� RISK MANAGEMENT April 20, 2026 113:18:02 David Ruiz EDT SIGNATURE: Marie Gouin EDT SIGNATURE: `— 89540EB73CAC468... ,—DocuSigned by: FratA11IMtA) `-27395C6318214E7... Signed by: Q� _"�',,_ BUDGET OFFICE Name change only. Ok to sing LEM 4/22/2026 April 22, 2026 11:35:24 NRA CITY ATTORNEY Matter ID No.26-1015 May 4, 2026 116:23:56 George K. Wysong III EDT SIGNATURE: 5F6E831796C5495_. c—DocuSigned by: o Sb ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER May 11, 2026 1 11:42:54 Erica T. Paschal Darlinq;-G<''bcusigned EDT SIGNATURE: 8877GE9FL8624-88. by: i>. Paoefa.ai ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS N/A Barbara Hernandez, MPA SIGNATURE: N SE& SDSO*B3B54BC... A ASSISTANT CITY MANAGER, CHIEF OF INFRASTRUCTURE May 13, 2026 I 08:54:53 Asael Marrero EDT SIGNATURE: DocuSigned by: ' ,),', — COF4AnPAR03R45A DEPUTY CITY MANAGER May 13, 2026 116:g N h ��P 9 DTbrook-Willi SIGNATURE: Docusigned by: Ni4444 CITY MANAGER May 15, 2026 I 09:27:59 James Reyes" EDT 089,5CaE-A49— —Signed by: SIGNATURE: %,EV68C2b6-1- CITY CLERK May 15, 2026 111:47gon O� SIGNATURE: 67X478. Signed by: I , 1H16g4Z1.A3 tOd_1i PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER PR 26023 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 AMENDMENT OVERVIEW AGREEMENT TITLE: RFQ No. 20-21-005 Miscellaneous Transportation and Traffic Engineering Support Services — GFT Infrastructure, Inc. 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer — Authority level of $ 0 City Manager — Authority level of $500,000.00 ❑ City Commission — RESOLUTION No. 2. PROCUREMENT METHOD: 0 RFP/RFQ ❑ IFB ❑ ITB ❑ SOLE SOURCE ❑ PIGGY -BACK ❑ COOPERATIVE ❑ PROFESSIONAL SERVICES UNDER $25,000 3. TYPE OF AGREEMENT: ® PROFESSIONAL SERVICES AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ SOFTWARE AS A SERVICE AGREEMENT ❑ LEASE AGREEMENT ❑ OPERATOR AGREEMENT ❑ CONCESSION AGREEMENT ❑ OTHER (Please explain): 4. 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 AND INCLUDE THE PAGE NUMBER(S) THAT SPECIFIES WHAT IS BEING AMENDED ON THE CONTRACT. Amendment No. 1 to change the name of the firm from Gannett Fleming, Inc. to GFT Infrastructure, Inc. 5. WAS THE AMENDMENT APPROVED BY THE CITY COMMISSION? ❑ YES ® NO IF YES, WHAT IS THE RESOLUTION NUMBER? 6. WHAT IS THE SCOPE OF SERVICES? The Consultant shall provide, but are not limited to, large scale traffic development projects as needed, research and preparation of reports, studies, coordination with community organizations, project management, production management, construction administration, design and construction cost estimating, value engineering, scheduling, Geographic Information Systems (GIS) production/management, utility coordination, document control and records management, and administrative and financial program management for the City's comprehensive transportation and transit improvement program. The Services may further include, but are not limited to, planning, programming, field investigations, observations, feasibility studies, internal audit reviews and compliance with the Federal Transit Administration (FTA) and Florida Department of Transportation (FDOT) rules and regulations as well as other activities that may be required to complete approved Work -Orders. The Services may include Miami Trolley Program -related assignments. Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 7. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? Department of Resilience and Public Works and Office of Capital Improvements. 8. IS THE AWARDEE INCUMBENT? N/A 9. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? N/A 10. WHEN DOES THE CURRENT CONTRACT EXPIRE? November 20, 2026 11. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? $310,047.49 12.WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? Florida Statutes Sec. 287.055, Consultants' Competitive Negotiation Act (CCNA) 13.SUNBIZ: Is the Firm(s) a Florida Registered Corporation or a Foreign Corporation (not from Florida) GFT Infrastructure, Inc. - Foreign Profit Corporation Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT WITH GFT INFRASTRUCTURE, INC. FOR MISCELLANEOUS TRANSPORTATION AND TRAFFIC ENGINEERING SUPPORT SERVICES CONTRACT RFQ NO. 20-21-005 This Amendment No. 1 to the Professional Services Agreement (the "Agreement") between the City of Miami, a municipal corporation of the State of Florida ("City"), and GFT Infrastructure, Inc. ("Consultant"), a Foreign Profit Corporation, formerly Gannett Fleming, Inc., for the provision of Miscellaneous Transportation and Traffic Engineering Support Services ("Services") is entered into this 15th day of May , 2026. RECITALS WHEREAS, pursuant to the City of Miami ("City") Procurement Code Section 18-87 and Request for Qualifications ("RFQ") No. 20-21-005, the City Manager executed an Agreement with the Consultant; and WHEREAS, the Consultant has changed its name on May 30, 2025, from Gannett Fleming, Inc. to GFT Infrastructure, Inc.; and WHEREAS, the name change is reflected in the State of Florida Department of State Division of Corporations. NOW THEREFORE, in consideration of the foregoing, the parties hereby amend the Agreement as follows: The name of Consultant is GFT Infrastructure, Inc. COUNTERPARTS, ELECTRONIC SIGNATURES: This Amendment may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as the original. The parties shall be entitled to sign and transmit an electronic signature on this Amendment (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 Amendment upon request. All other terms and conditions of the Agreement are in operative force and effect and remain unchanged. Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 Amendment No. 1 to the Professional Services Agreement with GFT Infrastructure, Inc. for Miscellaneous Transportation and Traffic Engineering Support Services IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. WITNESS/ATTEST: Sig °tote_ fOZca Print/Name, Titled 11 ATTEST: Consultant Assistant Secretary (Affirm Consultant Seal, if available) ATTEST: Signed by: -iw 4 - Signed by: 1-8�1fi94�1,�3-1 D4'H ... Todd B. Hannon, City Clerk APPROVED AS TO INSURANCE` REQUIREMENTS: ,—DocuSigned by: 'ratAk Lawiti5 `-27395c631E214EZ David Ruiz, Interim Director Risk Management Department GFT Infrastructure, Inc., a Foreign Profit Corporation Naldo Gonzalez, Vice President Print Name, Title of Authorized Officer or Manager •`�tastrur:tc .(_U4rg�ea1 O SEAL � 1989 FCA 4P�4• a• • 1, ,,nt+`, CITY OF MIAMI, a municipal corporation of the State of Florida Signed by: YE8'�2 s Jameeyes, City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: ,—DocuSigned by: 00(isal4 111 `— 887 €4itF E82488... George K. Wysong III, City Attorney Matter ID 26-1015 (—Initial Afa Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 Amendment No. 1 to the Professional Services Agreement with GFT Infrastructure, Inc. for Miscellaneous Transportation and Traffic Engineering Support Services CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) I HEREBY CERTIFY that via Unanimous Written Consent in lieu of a meeting of the Board of Directors of GFT Infrastructure, Inc., a corporation organized and existing under the laws of the State of Delaware, effective the 6th day of November 2026, it was resolved that Naido Gonzalez be elected Vice President of the corporation, and via Unanimous Written Consent effective December 20, 2022 that a Vice President is authorized to execute agreements on behalf of the corporation and that their execution thereof, attested by the assistant 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 6th day of April 2026. Assistant Secretary: Print: Lea A. Schmolze CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) I HEREBY CERTIFY that at a meeting of the Board of Directors of , a partnership organized and existing under the laws of the State of , held on the day of , 20, a resolution was duly passed and adopted authorizing (Name) as (Title) of the partnership to execute agreements on behalf of the partnership and provides that their execution thereof, attested by a partner, shall be the official act and deed of the partnership. I further certify that said partnership agreement remains in full force and effect. 20 IN WITNESS WHEREOF, I have hereunto set my hand this day of Partner: Print: Names and addresses of partners: Name Street Address City State Zip Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 Amendment No. 1 to the Professional Services Agreement with GFT Infrastructure, Inc. for Miscellaneous Transportation and Traffic Engineering Support Services CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this Agreement is authorized to sign documents on behalf of the joint venture. If there is no joint venture agreement, each member of the joint venture must sign this Agreement and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) individually and (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 doing business as (d/b/a) 20 Signed: Print: NOTARIZATION STATE OF -1 /o•'d q COUNTY OF Mawts The foregoing instrument w s acknowledged of r11 , 202 by NA, Onle2 known o me or who has produced fries /l a ". who (did / dJ .. take an oath. �2. SIGNATURE •F NOTARY PUBLIC STATE OF l0/ICi" PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC before me this 0 day , who is personally as identification and CESAR PORTILLO Notary Public • State of Florida Commission r# HH 600044 °• My Comm. Expires Oct 3, 2028 Bonded through National Notary Assn. Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 GFT July 7, 2025 To Whom It May Concern: Ingenuity That Shapes Lives' Gannett Fleming, Inc. has changed its name in its domicile state to GFT Infrastructure, Inc. effective May 30, 2025, and is in the process of updating its business and professional licenses to reflect the new name. This change: • Does not affect the entity's corporate structure or FEIN. • Does not impact other entities still using the "Gannett Fleming" name. • Does not require a contract novation or assignment — only an amendment to reflect the name change. No other contract terms or conditions will be impacted, nor require modification. • Does not impact talent; we are retaining the existing employees in Gannett Fleming, Inc. As we amend our business registrations and professional licenses to reflect the new name in all of the jurisdictions we do business, we will provide you with any supporting documentation you require as evidence of the name change and propose a simple amendment to update the entity name in existing contracts. Where changes are needed, pending any preferences you may have, we intend to expedite these changes by mid -July. We have a team dedicated to making this process as simple for you as possible, and there is flexibility in our suggested approach. Please reach out to your GFT contact to identify any documentation you may need to implement these changes or for more information on the changes; additionally, you may also contact our legal department at legaldept@gftinc.com. Sincerely, Michael Orth GFT Infrastructure, Inc. Chief Executive Officer gftinc.com GFT 1 300 Sterling Parkway l Suite 2001 Mechanicsburg, PA 170501 P: 717.763.7211 Page 1 of 1 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 CITY OF MIAMI DEPARTMENT OF PROCUREMENT PROFESSIONAL SERVICES AGREEMENT Service Category Miscellaneous Transportation and Traffic Engineering Support Services Contract Type Continuing Contract Consultant Gannett Fleming, Inc. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 4 ARTICLE 2 GENERAL CONDITIONS 6 2.01 TERM 6 2.02 OPTIONS TO RENEW 6 2.03 SCOPE OF SERVICES 6 2,04 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS NOT APPLICABLE 6 2.05 COMPENSATION 6 ARTICLE 3 PERFORMANCE 7 3.01 PERFORMANCE AND DELEGATION 7 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 7 3.03 CONSULTANT KEY STAFF 7 3.04 TIME FOR PERFORMANCE 7 3.05 STANDARD OF CARE 7 ARTICLE 4 SUBCONSULTANTS 8 4.01 GENERAL 8 4.02 SUBCONSULTANT RELATIONSHIPS 8 4.03 CHANGES TO SUBCONSULTANTS 8 ARTICLE 5 DEFAULT 8 5.01 GENERAL 8 5.02 CONDITIONS OF DEFAULT 8 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE 8 ARTICLE 6 TERMINATION OF AGREEMENT 9 6.01 CITY'S RIGHT TO TERMINATE 9 6.02 CONSULTANT'S RIGHT TO TERMINATE 9 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 9 ARTICLE 7 DOCUMENTS AND RECORDS 9 7.01 OWNERSHIP OF DOCUMENTS 9 7.02 DELIVERY UPON REQUEST OR CANCELLATION 9 7.03 RE -USE BY CITY 10 7.04 NONDISCLOSURE 10 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS 10 7.06 E-VERIFY 11 ARTICLE 8 INDEMNIFICATION 11 ARTICLE 9 INSURANCE 11 9.01 COMPANIES PROVIDING COVERAGE 12 9.02 VERIFICATION OF INSURANCE COVERAGE 12 9.03 FORMS OF COVERAGE 12 9.04 MODIFICATIONS TO COVERAGE 12 ARTICLE 10 MISCELLANEOUS 13 10.01 AUDIT RIGHTS; INSPECTION 13 10.02 ENTIRE AGREEMENT 13 10.03 SUCCESSORS AND ASSIGNS 13 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 13 10.05 APPLICABLE LAW AND VENUE OF LITIGATION 13 10.06 NOTICES 13 10.07 INTERPRETATION 14 10.08 JOINT PREPARATION 14 10.09 PRIORITY OF PROVISIONS 15 10.10 MEDIATION - WAIVER OF JURY TRIAL 15 10.11 TIME 15 10.12 COMPLIANCE WITH LAWS 15 10.13 NO PARTNERSHIP 15 10.14 DISCRETION OF DIRECTOR 16 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 10.15 RESOLUTION OF CONTRACT DISPUTES 16 10.16 INDEPENDENT CONTRACTOR 16 10.17 CONTINGENCY CLAUSE 16 10.18 THIRD PARTY BENEFICIARY 16 10.19 ADDITIONAL TERMS AND CONDITIONS 16 10.20 SEVERABILITY 16 10.21 COUNTERPARTS; ELECTRONIC SIGNATURES 17 10.22 PROJECTS FUNDED BY FEDERAL OR STATE FUNDS 17 ATTACHMENT A - SCOPE OF WORK 26 ARTICLE Al GENERAL 26 A1.01 SCOPE OF SERVICES 26 A1.02 WORK ORDERS 27 A1.03 PAYMENTS 27 ARTICLE A2 BASIC SERVICES 27 A2.01 DEVELOPMENT OF OBJECTIVES 28 A2.02 SCHEMATIC DESIGN 28 A2.03 DESIGN DEVELOPMENT 29 A2.04 CONSTRUCTION DOCUMENTS 29 A2.05 BIDDING AND AWARD OF CONTRACT 30 A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT 31 A2.07 TIME FRAMES FOR COMPLETION 33 ARTICLE A3 ADDITIONAL SERVICES 33 A3.01 GENERAL 33 A3.02 EXAMPLES 33 A3.03 ADDITIONAL DESIGN 34 ARTICLE A4 REIMBURSABLE EXPENSES 34 A4.01 GENERAL 34 A4.02 SUBCONSULTANT REIMBURSEMENTS 34 ARTICLE A5 CITY'S RESPONSIBILITIES 34 A5.01 PROJECT AND SITE INFORMATION 34 A5.02 CONSTRUCTION MANAGEMENT 35 SCHEDULE Al - SUBCONSULTANTS 36 SCHEDULE A2 - KEY STAFF 36 ARTICLE B1 METHOD OF COMPENSATION 37 B1.01 COMPENSATION LIMITS 37 B1.02 CONSULTANT NOT TO EXCEED 37 ARTICLE B2 WAGE RATES 37 B2.01 FEE BASIS 37 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 37 B2.03 MULTIPLIER 37 B2.04 CALCULATION 37 B2.05 EMPLOYEE BENEFITS AND OVERHEAD 38 B2.06 ESCALATION 38 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 38 B3.01 LUMP SUM 38 B3.02 HOURLY RATE FEES 38 B3.03 REIMBURSABLE EXPENSES 38 B3.04 FEES FOR ADDITIVE OR DEDUCTIVE ALTERNATES 39 B3.05 FEES FOR ADDITIONAL SERVICES 39 B3.06 PAYMENT EXCLUSIONS 39 B3.07 FEES RESULTING FROM PROJECT SUSPENSION 39 ARTICLE B4 PAYMENTS TO THE CONSULTANT 39 B4.01 PAYMENTS GENERALLY 39 B4.02 FOR COMPREHENSIVE BASIC SERVICES 39 B4.03 BILLING - HOURLY RATE 40 B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 40 B4.05 DEDUCTIONS 40 ARTICLE B5 REIMBURSABLE EXPENSES 40 B5.01 GENERAL 40 B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS 40 ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 41 B6.01 GENERAL 41 SCHEDULE B1 - WAGE RATES SUMMARY 42 SCHEDULE B2 - CONSULTANT INVOICE 44 Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 2 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CITY OF MIAMI DEPARTMENT OF PROCUREMENT PROFESSIONAL SERVICES AGREEMENT Service Category Miscellaneous Transportation and Traffic Engineering Support Services Contract Type Project Specific (RFQ No. 20-21-005) Consultant Gannett Fleming, Inc. Consultant Office Location 800 NW 62nd Avenue, Suite 490, Miami, FL 33126 City Authorization Section 18-87, City of Miami Code Agreement Number 20-21-005 / 1 THIS PROFESSIONAL SERVICES AGREEMENT ("PSA" or "Agreement") made this23 day of May in the year 2022 by and between THE CITY OF MIAMI, FLORIDA, hereinafter called the "City," and Gannett Fleming, Inc., hereinafter called the "Consultant." RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 20-21-005 on June 1, 2021, for the provision of Miscellaneous Transportation and Traffic Engineering Support 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 Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 3 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ARTICLE 1 DEFINITIONS 1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments means the Attachments to this Agreement, which are expressly incorporated by reference and made a part of this Agreement as if set forth in full. 1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services. 1.04 Basic Services means those services designated as such in a Work Order. 1.05 City Commission means the legislative body of the City of Miami. 1.06 City Manager means the duly appointed chief administrative officer of the City of Miami. 1.07 City or Owner means the City 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 Department of Resilience and Public Works ("DRPW"). 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 Department of Resilience and Public Works 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 Inspector means an employee of the City or of a consulting firm hired by the City and assigned by the City to make observations of Work performed by a Contractor. 1.17 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. 1.18 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. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 4 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 1.19 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. 1.20 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. 1.21 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. 1.22 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. 1.23 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. 1.24 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. 1.25 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. 1.26 Resolution means the document constituting the official approval of the City Commission as required for the City Manager to execute this Agreement, or increase the Project Budget, among other matters. 1.27 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. 1.28 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. 1.29 Small Business Enterprise ("SBE") formerly referred to as Community Business Enterprise ("CBE"), means a firm that has been certified by Miami -Dade County, who will provide architectural, landscape architectural, engineering, or surveying and mapping professional services to the Consultant as required pursuant to City Code Section 18-87. 1.30 Subconsultant means a person or organization of properly registered professional architects, engineers, registered surveyor, or mapper, and/or other professional specialties, who has entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1.31 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. 1.32 Work means all services, materials and equipment provided by/or under this Agreement with the Consultant. 1.33 Work Order means a document internal to the City, which authorizes the performance of specific professional services for a defined Project or Projects. 1.34 Work Order Proposal means a document prepared by the Consultant, at the request of the City for Services to be provided by the Consultant on a specific phase of a Project. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 5 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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, if, the City and the Consultant are in mutual agreement of such extensions. Extensions shall comply with applicable approvals and regulations. 2.02 OPTIONS TO 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. 2.04 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS NOT APPLICABLE Prospective Firms must (shall) adhere to the following requirements: 1) Assign a minimum of fifteen percent (15%) of the contract value to firms currently certified by Miami Dade County as a Small Business Enterprise ("SBE"), formerly referred to as Community Business Enterprise ("CBE"), in good standing; 2) Place a specific emphasis on utilizing local small businesses from within the City's municipal boundaries. For information on the SBE requirements, visit the Miami Dade County, Internal Services Department website at http://www.miamidado.qov/smallbusinosc/cortification programs.acr. Failuro to adhorc to thoc requirements will cause tho firm to bo dicqualifiod as nonrocponcivo or at a cubccquont timo cauco th Agreement to be canceled. 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. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 6 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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, as long as said Key Staff is in the Consultant's employ. The Consultant will obtain prior written approval from the Director or their designee to change or add to Key Staff. The Consultant shall provide Director, or their designee with information required to determine the suitability of proposed new Key Staff. Director will act reasonably in evaluating Key Staff qualifications. Such approval shall not constitute any responsibility or liability for the individual's ability to perform. 3.04 TIME FOR PERFORMANCE The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed ("NTP") issued by the Director or their designee and to complete each assignment, task or phase within the time stipulated in the NTP. Time is of the essence with respect to performance of Work under this Agreement. A reasonable extension of the time for completion of various assignments, tasks, or phases may be granted by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be cause for any claims by the Consultant for additional compensation or for any damages. 3.05 STANDARD OF CARE Consultant is solely responsible for the technical accuracy and quality of their Services. Consultant shall perform all Services in compliance with 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. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy, and coordination of all designs, drawings, specifications, and other Services furnished by the Consultant under this Agreement. Consultant shall correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services without additional compensation. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its surveys, maps, designs, drawings, specifications, or other Services. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 7 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 SUBCONSULTANT RELATIONSHIPS 4.02-1 All services provided by the Subconsultants shall be performed pursuant to appropriate written agreements between the Consultant and the Subconsultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the City and the Subconsultants. The Consultant acknowledges that the Subconsultants are entirely under his direction, control, supervision, retention, and/or discharge. 4.03 CHANGES TO SUBCONSULTANTS The Consultant shall not add to, modify, or change the Subconsultants listed in Attachment A, Schedule Al 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. 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, 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 Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 8 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 the time specified, the Agreement may be automatically terminated on the last day of the time stipulated in said notice, without the necessity of any further action by the City. Should any such failure on the part of the Consultant be due to a condition of Force Majeure as that term is interpreted under Florida law, then the City may allow an extension of time reasonably commensurate with the cause of such failure to perform or cure. ARTICLE 6 TERMINATION OF AGREEMENT 6.01 CITY'S RIGHT TO TERMINATE The City (including 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. 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. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 9 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 7.03 RE -USE BY CITY It is understood that all Consultant Agreements and/or Work Orders for new work will include the provision for the re -use of surveys, maps, plans, specifications, and other Consultant work products, at the City's sole option, and, by virtue of signing this Agreement, the Consultant agrees to such re -use in accordance with this provision without the necessity of further approvals, compensation, fees, or documents being required and without recourse for such re -use. The Consultant will not be liable for re -use by the City of plans, documents, studies, or other data for any purpose other than that intended by the terms and conditions of this Agreement. 7.04 NONDISCLOSURE To the extent allowed by law, the Consultant agrees not to divulge, furnish, or make available to any third person, firm or organization, without Director's or their designee's prior written consent, or unless incident to the proper performance of the Consultant's obligations hereunder, or in the course ofjudicial 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 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 DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 10 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 invalidated 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 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. Should the Consultant not maintain the insurance coverage required in this Agreement, the City may cancel this Agreement or, at its sole discretion, shall purchase such coverage and charge the Consultant for such coverage purchased. The City shall be under no obligation to purchase such insurance nor shall it be Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 11 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 responsible for the coverage purchased or the insurance company or companies used. The decision of the City to purchase such insurance coverage shall in no way be construed as a waiver of its rights under this Agreement. 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 to Insurance Exhibit C contained herein. The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. The Consultant shall furnish copies of insurance policies pertaining to this Agreement to the Procurement Department and Risk Administrator within ten (10) business days of written request. 9.03 FORMS OF COVERAGE 9.03.1 Commercial General Liability and Automobile Liability: The Consultant shall maintain commercial general liability coverage written on a primary and non-contributory basis, with limits of at least $1,000,000.00 per occurrence, $2,000,000.00 aggregate for bodily injury and property damage. The coverage shall include Premises and Operations, Contingent and Contractual Liability, and Products and Completed Operations, with additional endorsements as applicable. Waiver of Subrogation applies in favor of the certificate holder. The coverage shall be written on a primary and non-contributory basis with the City 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 insurance shall be maintained for at least one (1) year after completion of the construction and acceptance of any project covered by this Agreement. Coverage must reference the retroactive date. 9.03.4 Worker's Compensation Insurance: The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000.00 each occurrence. 9.03.5 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 10.06, Notices, herein. The Consultant shall comply with such requests unless the insurance coverage is not then readily available in the national market and may request additional consideration from the City accompanied by justification. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 12 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ARTICLE 10 MISCELLANEOUS 10.01 AUDIT RIGHTS; INSPECTION The City reserves the right to audit the Consultant's accounts during the performance of this Agreement and for three (3) years after final payment under this Agreement. The Consultant agrees to furnish copies of any records necessary, in the opinion of the Director, to approve any requests for payment by the Consultant. The inspection and audit provisions provided for City contracts set forth in Section 18-101 and Section 18-102 of the City Code are applicable to this Agreement and are deemed as being incorporated by reference herein. 10.02 ENTIRE AGREEMENT This Agreement, as it may be amended from time to time, represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of a breach of any other provision of this Agreement. 10.03 SUCCESSORS AND ASSIGNS The performance of this Agreement shall not be transferred pledged, sold, delegated, or assigned, in whole or in part, by the Consultant without the written consent of the City, acting by and through its City Commission. It is understood that a sale of the majority of the stock or partnership shares of the Consultant, a merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions that would constitute an assignment or sale hereunder requiring prior City approval. The Consultant's services are unique in nature and any assignment, sale transference without City Commission approval shall be cause for the City to terminate this Agreement. The Consultant shall have no recourse from such termination. The City may require bonding, other security, certified financial statements and tax returns from any proposed assignee and the execution of an 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 binds one another, their partners, successors, legal representatives, and authorized assigns to the other party of this Agreement and to the partners, successors, legal representatives, and assigns of such party in respect to all covenants of this Agreement. 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of NTP. The original Project price and any addition thereto will be adjusted to exclude any significant sums by which the City determines the project price was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such price adjustments will be made within one (1) year following the end of the Project. 10.05 APPLICABLE LAW AND VENUE OF LITIGATION This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this Agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of the Consultant's duties to indemnify the City under Article 8, Indemnification, herein where the Consultant shall pay the City's reasonable attorney's fees in the event the City must maintain an action to enforce the duty to indemnify the City. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by electronic mail, and registered United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice: Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 13 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 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: Juvenal Santana, Jr., PE Director of Public Works Department of Resilience and Public Works, City of Miami 444 SW 2nd Avenue, 8th Floor Miami, Florida 33130-1910 Email: JSantana@miamigov.com Phone: 305-416-1218 Gannett Fleming, Inc.: Nelson Mora, PE Project Manager 800 NW 62nd Avenue, Suite 490 Miami, FL 33126 Email: NMora@gfnet.com Phone: 305-908-3934 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. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 14 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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, religion, age, handicap, marital status, national origin, or sexual orientation. The Consultant further covenants that no otherwise qualified individual shall, solely by reason of their race, color, gender, religion, age, handicap, marital status, national origin, or sexual orientation, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 10.12.2 OSHA Compliance: The Consultant warrants that it will comply with all safety precautions as required by federal, state, and local laws, rules, regulations, and ordinances. The City reserves the right to refuse the Consultant's access to City property, including project jobsites, if the Consultant's employees are not properly equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non-compliance with safety regulations is exhibited by the Consultant. 10.12.3 ADA Compliance: The Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and 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. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 15 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 (di) 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. 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 Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 16 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 or regulation. Notwithstanding, the remainder of the Agreement shall remain binding upon the parties. This Subsection shall not apply if there is a material breach of this Agreement causing cancelation or cancellation for convenience. 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 one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 10.22 PROJECTS FUNDED BY FEDERAL OR STATE FUNDS a. Equitable Adjustment The Procurement Department may, in its sole discretion, make an equitable adjustment in the contract terms and/or pricing if pricing or availability of supply is affected by extreme or unforeseen volatility in the marketplace, that is, by circumstances that satisfy all the following criteria: (1) the volatility is due to circumstances beyond the Contractor's control, (2) the volatility affects the marketplace or industry, not just the particular contract source of supply, (3) the effect on pricing or availability of supply is substantial, and (4) the volatility so affects the Contractor that continued performance of the contract would results in a substantial loss. Contractor might have to supply documentation to justify any requested percentage increase in cost to the City of Miami. b. Non -Appropriation of Funds In the event no fund or insufficient funds are appropriated and budgeted or are otherwise unavailable in any fiscal period for payments due under this contract, then the City, upon written notice to the Contractor or his assignee of such occurrence, shall have the unqualified right to terminate the contract without penalty or expense to the City. No guarantee, warranty, or representation is made that any project(s) will be awarded to any firm(s). c. Subcontractors of Work Shall be Identified As part of the contract, Contractor is required to identify any and all Subconsultants/Subcontractors that will be used in the performance of this proposed contract, their capabilities, experience, minority designation, as defined in Ordinance 10062 and the portion of the work to be done by the Subconsultant/Subcontractor. The Contractor shall not, at any time during the tenure of the contract, subcontract any part of his operations or assign any portion or part of the contract, to Subconsultant/Subcontractor(s) not originally mentioned in their Proposal, except under and by virtue of permission granted by the City through the proper officials. Nothing contained in this specification shall be construed as establishing any contractual relationship between any Subconsultant/Subcontractor(s) and the City. The Contractor shall be fully responsible to the City for the acts and omissions of the Subconsultant/Subcontractor(s) and their employees, as for acts and omissions of persons employed by the Contractor. d. Davis -Bacon Act Federally assisted construction contracts must adhere to Davis -Bacon Act wages and benefits rate schedules. Contractor shall use the Federal Wages reflected in Wage General Decision Number FL 180260 01/12/2018 FL260 in developing its proposal for this Contractor shall be required to provide certified payroll records documenting the work performed on this project. e. Compliance with the Copeland "Anti -Kickback" Act 1. The 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 Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 17 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. f. Compliance with the Contract Work Hours and 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 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. g. 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 Contractor's actual cost and will be passed on to the City without markup or any additional fees. The Contractor shall submit purchase receipt of parts along with the labor invoice for payment. The Contractor shall be responsible for sourcing all parts necessary to complete the work requirements of each job specification. Replacement parts furnished must be of the same manufacturer or an equal product. All equipment and materials shall be commercial quality and grade and be from a regular product line. Prototype, obsolete, and residential quality/grade equipment/materials shall not be specified or installed in the facilities. h. Notification to Perform Work The Contractor shall notify the Project Manager when an employee is on the property and for what purpose. i. Background Checks The Contractor 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 Contractor shall provide Level Two (2) background screening results for all employees completing the work on park grounds. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 18 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Equal Employment Opportunity During the performance of any resulting contract from an RFQ, 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 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. k. 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. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 19 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 I. 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. m. No Obligation by Federal Government The Federal Government is not a party to this contract and is not subject to any obligation or liabilities to the non -Federal entity, Contractor, or any other party pertaining to any matter resulting from the contract. n. Program Fraud and False or Fraudulent Statements or Related Acts The 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. o. Byrd Anti -Lobbying Amendment, 31 U.S.C. § 1352 (As Amended) Contractor 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, and up to the recipient. Please refer to the "Certification Regarding Lobbying" attachment. It is MANDATORY for the Contractor to return this form signed along with their Proposal. Procurement of Recovered Materials 1. In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA -designated items unless the product cannot be acquired; a. Competitively within a timeframe providing for compliance with the contract performance schedule; 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-quideline-cpq-program. 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. r. Compliance with Federal Law, Regulations, and Executive Orders This is an acknowledgement that FEMA financial assistance will be used to fund this contract only. The Contractor will comply with all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. s. Access to Records 1. The Contractor agrees to provide the City of Miami, (insert name of project manager), the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the 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. P. q• Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 20 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. t. 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 offer. The Contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions. u. United States Housing and Urban Development; CDBG-MIT 1. This contract is funded by US HUD dollars and Community Development Block Grant (CDBG) dollars, and/or CDBG Mitigation (CDBG-MIT) dollars, and therefore, is subject to federal procurement regulations 2 CFR 200.318 to 200.327. 2. Unless a fixed -price contract is used, profit must be negotiated as a separate element of the price for each contract in which there is no price competition and, in all cases, where a cost analysis is performed. To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by the 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. v. Section 3 of the Housing and Urban Development Act of 1968 1. The work to be performed under this contract is subject to the requirements of section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (section 3). The purpose of section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD -assisted projects covered by section 3, shall, to the greatest extent 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. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 21 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 5. The contractor will certify that any vacant employment positions, including training positions, that 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). w. Rights to Inventions Made Under a Contract or Agreement If the Federal award meets the definition of "funding agreement" under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. END OF SECTION Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 22 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST: Gannett Fleming, Inc., a Foreign Profit Corporation 4. Joyce A. Vives Signature Carlos M. Cejas Print Name, Title Print Name, Title ATTEST: Consu, ant Asst. Secr ary (Affirm Consultant Seal, if available) ATTEST: DocuSigned by: E46D7560DCF1459.. load b. Hannon, uty uerk APPROVED AS TO INSURANCE REQUIREMENTS: ,—DocuSigned by: Fr & Gbvi4E-4) 27395C6318214E7... Ann Marie Sharpe, Director Risk Management Department Flern, ea. • .......18.t rate Seal) 0:' GORPOFt47 . ': a SEAL o'• •�, • /,aN'a re V`�``N CITY OF MIAMI, a municipal corporation of the State of Florida DocuSigned by: Iov t 372DD42A... Arthur Noriega V, City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: —DocuSigned by: 7,440-1reL. F1 EF90AF6FED457... victoria IvIenaez, laty Attorney (Matter 22-1026 Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 23 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 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 Gannett Fleming, Inc. , a corporation organized and existing under the laws of the State of Delaware, held on the 24 day of June, 2021, a resolution was duly passed and adopted authorizing (Name) Carlos M. Cejas as (Title) Vice President of the corporation to execute agreements on behalf of the corporation and providing that their execution thereof, attested by the asst. 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 3rdday of March 20 22 . Asst. Secretary: Print: Lea Ann Sclimolze 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. Partner: Print: IN WITNESS WHEREOF, I have hereunto set my hand this , day of , 20 Names and addresses of partners: Name Street Address City State Zip Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 24 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 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: NOTARIZATION STATE OF l SS: COUNTY OF Ili " 11.` `- ) The foree ng in trument was acknowledged before me this day of I2704,- 200,2 , by UC' L ' �,r , who is personally known to me or who has produced as ide ''cation and who (did / did not) take an oath. SIGNATURE OF NOTARY-PU IC STATE OF FLORIDA Art ilk i opk4z i 9Eita WMCIar Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 25 i Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 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 Transportation and Traffic Engineering Support Services, under the direction of the Department of Resilience and Public Works ("DRPW'), 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 Contractor 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/s shall provide Transportation Program Support Services and Traffic Engineering Services (Services) to the Department of Resilience and Public Works (RPW), Transit and Mobility Division, as well as any other City Agencies requesting Services to assist in the administration and management of the City's comprehensive transportation and transit improvement program and independent traffic studies for new developments and redevelopments that generate 20 or more peak hour trips based on the latest version of the Independent Traffic and Environmental Impact Trip Generation Manual. The Services may include, but are not limited to, specific management oversight projects, programs, and activities that will encompass planning and design, as well as construction activities. The scope and duration of an individual project, program, or activity may extend over multiple years. The Consultant/s shall function as an extension of RPW's resources by providing qualified transportation and transit improvement program/project management staff, including technical and professional staff, to perform the duties and responsibilities assigned under the terms of the professional services agreement (PSA). Additionally, Consultant/s shall supplement City staff by providing qualified technical and professional staff on an "as needed" basis for project or task -specific assignments. Consultants' Staff will work on a full-time basis and may, at the sole discretion of the City, work from the City of Miami Riverside Center (MRC) building or from a remote location depending on the needs of RPW. 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. It is anticipated that the Contractor's team will consist of the following personnel: ■ Project Manager; and ■ Lead Transportation Engineer; and ■ Environmental Site Assessment Specialist. The Contractor shall provide one or more of the services listed below, among others, in an on -going and as -needed basis with respect to various project sites to be identified by the City in Work Order Proposals: ■ Traffic Impact Studies to include: Project Background: Project description, study objectives and study area methodology Data Collection: Existing Traffic Characteristics, Traffic Count Data, Traffic Data Adjustment, Roadway Characteristics, Intersection Description, Signal Timing Data, and Transit Data Existing Conditions Analysis: Arterial and Intersection Level of Services Analysis Future Traffic Projections and Background Conditions: Planned and Programmed Roadway Improvements, Background Traffic, and Committed Development Project Traffic: Trip Generation, Trip Distribution, and Trip Assignment Future Traffic Analysis: Methodology, No -Project Alternative Analysis - Arterial and Intersection Level of Service, Project Traffic Analysis - Arterial and Intersection Level of Service, and Identification of Improvements to Mitigate Traffic Impact Queue Analysis Traffic Circulation /Access Plan and Parking Requirements - Conclusion and Recommendations Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 26 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Additional technical analysis that may be requested on a case -by -case basis include: Arterial Travel Time and Delay, Site access and on -site circulation, Vehicle Classification, Parking Demand, Utilization and Turnover studies, Queuing analysis, Valet Operations analysis, Sight distance analysis, Gap and Speed studies, Origin -Destination Studies, Traffic signal timing optimization, Signal warrant analysis per Manual on Uniform Traffic Control Devices guidelines, Left turn phasing analysis for signalized intersections, Safety analysis and review of historical accident data, Traffic Calming evaluation, Pedestrian and Bicycle Level of Stress, Transit Boarding, Alighting and Level of Service, and Evaluation of intersection geometry including turning radii, particularly related to freight movement. Further details concerning the Scope of Services are contained in the solicitation for Miscellaneous Transportation and Traffic Engineering Support Services, included as part of this Agreement, and will be further specified and clarified in Work Order Proposals solicited as project sites are identified. 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. 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. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 27 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. 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. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 28 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A2.03 DESIGN DEVELOPMENT From the approved Schematic Design documents, Consultant shall prepare and present in writing, and at oral presentations, if requested, for approval by City, separate Design Development Documents, updated Project Development Schedules, updated Statements of Probable Construction Costs and a review of Constructability Review reports. 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 Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 29 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 relative to code compliance and to other covenants contained in this Agreement. Consultant shall resolve all questions indicated on the documents and make all changes to the documents necessary in response to the review commentary. The 30% Documents review (check) set shall be returned to City upon submission of 60% complete Construction Documents and Consultant shall provide an appropriate response to all review comments noted on these previously submitted documents. Of the seven (7) copies to be provided, the Consultant shall submit four (4) full size copies of the drawings and specifications, and one digital copy in .pdf format. A2.04-1 Maximum Cost Limit: Prior to authorizing the Consultant to proceed with preparation of Construction Document Development, the City shall establish and communicate to the Consultant, a maximum sum for the cost of construction of the Project ("Maximum Cost Limit"). If the City has not advertised for bids within ninety (90) days after the Consultant submits the Final Design to the City, the estimate of the cost of construction shall be adjusted by Consultant. Notwithstanding anything above to the contrary, the City may require the Consultant to revise and modify Construction Documents and assist in the 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 jurisdiction over the Project by law or contract with the City, and shall assist in obtaining any such applicable certifications of permit approval by such authorities prior to approval by 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 jurisdiction, 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; Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 30 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ■ 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. 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 jurisdiction. 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 Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 31 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. 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 Resilience and Public Works. 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 Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 32 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 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. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 33 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. 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 insofar as performance under this Agreement may require, may furnish Consultant with the information described below, or, if not readily available, may authorize Consultant to provide such information as an Additional Service, eligible as a Reimbursable Expense. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 34 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A5.01-1 Surveys: Complete and accurate surveys of building sites, giving boundary dimensions, locations of existing structures, the grades and lines of street, pavement, and adjoining properties; the rights, restrictions, easements, boundaries, and topographic data of a building site, and existing utilities information regarding sewer, water, gas, telephone and/or electrical services. A5.01-2 Soil Borings, Geotechnical Testing: Soil borings or test pits; chemical, mechanical, structural, or other tests when deemed necessary; and, if required, an appropriate professional interpretation thereof and recommendations. Consultant shall recommend necessary tests to City. A5.01-3 General Project Information: Information regarding Project Budget, City and State procedures, guidelines, forms, formats, and assistance required establishing a program pursuant to Article A2.02, Schematic Design. A5.01-4 Existing Drawings: Drawings representing as -built conditions at the time of original construction, subject to as -built availability. However, such drawings, if provided, are not warranted to represent conditions as of the date of receipt. Consultant must still perform field investigations as necessary in accordance with Article A2.01, Development of Objectives, to obtain sufficient information to perform its services. Investigative services in excess of "Normal Requirements," as defined, must be authorized in advance. A5.01-5 Reliability: The services, information, surveys and reports described in Articles A5.01-1 through A5.01-4 above, shall be furnished at City's expense, and Consultant shall be entitled to rely upon the accuracy and completeness thereof, provided Consultant has reviewed all such information to determine if additional information and/or testing is required to properly design the Project. 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 Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 35 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT A SCHEDULE Al - SUBCONSULTANTS FIRM NAME CONSULTING FIELD Choice Engineering Consultants, Inc. Traffic Engineering /Miscellaneous Transportation Services 300 Engineering Group, P.A. Miscellaneous Transportation Services SCHEDULE A2 - KEY STAFF NAME JOB CLASSIFICATION Jose Abreu, PE, F. ASCE Principal -in -Charge Nelson Mora, PE Project Manager Carlos Cejas, PE Lead Transportation Engineer Anthony Hoffman, PE Environmental Site Assessment Specialist Alejandro Cuadra CADD Technician Martin Benzaquen, PE, ENV SP Chief Engineer - CEI Naldo Gonzalez, PE, ENV SP Chief Engineer - QA/QC Alan Brick -Turin, PE, PMI-RMP Chief Engineer - Transit Jeanette Berk Chief Planner - Travel Demand Forecasting Alina Fernandez, PE Chief Roadway Engineer Jim Clark, PE, IMSAII Chief Traffic Engineer Abnery Picon, PE, PMP Environmental Engineer Helen Pappas, CHMM, ENV SP Environmental Scientist August Short Environmental Technician Aaron Getchell, PG, CPG Geologist Stanley David (300 Engineering) GIS Expert Jessica Pena Graphic Designer Rafael S. Aguilar, PE (CHOICE) Lead Roadway Engineer Eugenio Lopez, PE (CHOICE) Lead Transportation Engineer Erik Echezabal, PE, PTOE (CHOICE) Lead Transportation Engineer - TSM&O Ramon Betancourt (300 Engineering) Project Controls Manager Nicholas Fernandez, PE(300 Engineering) Project Engineer Catalina Echeverri, PMP Project Manager Ister P. Morales, PE, PMP Resilience/Climate Change Specialist Carlos Cardo, PE Roadway Engineer Carlos Francis, PE, PTOE (CHOICE) Senior Engineer Carmen Bermudez, PE Senior Professional Engineer Alejandro Uribe, PE Senior Roadway Engineer Fabricio Savio, PE Senior Traffic Engineer Gary Sokolow Senior Transportation Designer — Access Management Catalina Echeverri, PMP Senior Transportation Designer - ITS Jiangchuan Hu, PE Traffic Engineer Norelys Nodal Transportation Designer Ivan Jimenez, El Transportation Planner Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 36 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 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. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 37 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 B2.05 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by the City shall, via the Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g. sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance, and unemployment benefits), and an overhead factor. Failure to comply with this section shall be cause for termination of this Agreement. B2.06 ESCALATION There shall be no escalation clause as part of this Agreement. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM Compensation for a Scope of Work can be a Lump Sum and must be mutually agreed upon in writing by the City and the Consultant and stated in a Work Order. Lump Sum compensation is the preferred method of compensation. B3.01-1 Lump Sum: Shall be the total amount of compensation where all aspects of Work are clearly defined, quantified and calculated. B3.01-2 Modifications to Lump Sum: If the City authorizes a substantial or material change in the Scope of Services, the Lump Sum compensation for that portion of the Services may be equitably and proportionately adjusted by mutual consent of the Director or designee and Consultant, subject to such additional approvals as may be required by legislation or ordinance. B3.01-3 Lump Sum Compensation: 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. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 38 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 B3.04 FEES FOR ADDITIVE OR DEDUCTIVE ALTERNATES The design of additive and deductive alternates contemplated as part of the original Scope for a Project as authorized by the Director will be considered as part of Basic Services. The design of additive and deductive alternates that are beyond the original Scope of Work and construction budget may be billed to the City as Additional Services. The fees for alternates will be calculated by one of the three methods outlined above, as mutually agreed by the Director and the Consultant. B3.05 FEES FOR ADDITIONAL SERVICES The Consultant may be authorized to perform Additional Services for which additional compensation and/or Reimbursable Expenses, as defined in this Agreement under Article A4 and B3.03 respectively, may be applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets, which can be found on the City's Webpage at https://www.miamigov.com/Government/Departments-Organizations/Office-of- Capital-I mprovements. 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) times the amount expended by the Consultant. B3.06 PAYMENT EXCLUSIONS The Consultant shall not be compensated by the City for revisions and/or modifications to drawings and specifications, for extended construction administration, or for other work when such work is due to errors or omissions of the Consultant as determined by the City. B3.07 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the City for more than three months or terminated without any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized, performed prior to such suspension or termination, together with the cost of authorized reimbursable services and expenses then due, and all appropriate, applicable, and documented expenses resulting from such suspension or termination. If the Project is resumed after having been suspended for more than three months, the Consultant's further compensation shall be subject to renegotiations. ARTICLE B4 PAYMENTS TO THE CONSULTANT B4.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to services performed during each Phase of the Work. The Subconsultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form, which can be found 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, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 39 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 B4.03 BILLING — HOURLY RATE Invoices submitted by the Consultant shall be sufficiently detailed and accompanied by supporting documentation to allow for proper audit of expenditures. When services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to and incurred by the Subconsultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed. When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to or costs incurred by the Subconsultants engaged on the project or task. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.05 DEDUCTIONS No deductions shall be made from the Consultant's compensation on account of liquidated damages assessed against contractors or other sums withheld from payments to contractors. ARTICLE B5 REIMBURSABLE EXPENSES B5.01 GENERAL Reimbursable Expenses are those items authorized by the City outside of or in addition to the Scope of Work as identified in the Work Order (as Basic Services and/or Additional Services) and consist of actual expenditures made by the Consultant and the Consultants' employees, the Subconsultants, and the Specialty Subconsultants in the interest of the Work for the purposes identified below: B5.01-1 Transportation: Transportation shall not be considered as reimbursable expenses under this Agreement. B5.01-2 Travel and Per Diem: Travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. B5.01-3 Communication Expenses: Identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mail between Consultant and Subconsultants. B5.01-4 Reproduction, Photography: Cost of printing, reproduction or photography, beyond that which is required by or of the Consultant to deliver services, set forth in this Agreement. All reimbursable expenses must be accompanied by satisfactory documentation. B5.01-5 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the construction Contractor. 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. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 40 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 41 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 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* $182.90 Project Manager $75.17 $218.00 $180.41 Lead Transportation Engineer $71.72 $208.00 $172.14 Environmental Site Assessment Specialist $63.00 $182.70 $151.20 CADD Technician $25.00 $72.50 $60.00 Chief Engineer - CEI $68.97 $200.01 $165.53 Chief Engineer - QA/QC $68.97 $200.01 $165.53 Chief Engineer - Transit $68.97 $200.01 $165.53 Chief Planner - Travel Demand Forecasting $68.97 $200.01 $165.53 Chief Roadway Engineer $68.97 $200.01 $165.53 Chief Traffic Engineer $68.97 $200.01 $165.53 Environmental Engineer $68.97 $200.01 $165.53 Environmental Scientist $58.90 $170.81 $141.36 Environmental Technician $22.50 $65.25 $54.00 Geologist $43.20 $125.28 $103.68 GIS Expert $35.00 $101.50 $84.00 Graphic Designer $32.12 $93.15 $77.09 Lead Roadway Engineer $68.97 $200.01 $165.53 Lead Transportation Engineer $59.38 $172.20 $142.51 Lead Transportation Engineer - TSM&O $60.00 $174.00 $144.00 Project Controls Manager $65.00 $188.50 $156.00 Project Engineer $45.00 $130.50 $108.00 Project Manager $66.69 $193.40 $160.06 Resilience/Climate Change Specialist $68.97 $200.01 $165.53 Roadway Engineer $47.20 $136.88 $113.28 Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 42 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Senior Engineer $70.69 $205.00 $169.66 Senior Professional Engineer $68.97 $200.01 $165.53 Senior Roadway Engineer $68.97 $200.01 $165.53 Senior Traffic Engineer $68.97 $200.01 $165.53 Senior Transportation Designer - Access Management $60.00 $174.00 $144.00 Senior Transportation Designer - ITS $68.97 $200.01 $165.53 Traffic Engineer $39.50 $114.55 $94.80 Transportation Designer $37.10 $107.59 $89.04 Transportation Planner $42.00 $121.80 $100.80 (*) Flat rate, no multipliers applied. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 43 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B - COMPENSATION AND PAYMENTS SCHEDULE B2 - CONSULTANT INVOICE • CITY OF MIAM I OFFICE OF CAPITAL IMPROVEMENTS;OCB} CONSULTANT STANDARD NVOICE To:iCfty of Miami Office of Capital In c venwese ?CCI} ? 4W SW 2nd Avenue - 8th Floor N a'ni, FL 33130 ATTN: From: Invoice Fialnter. Invo4s9Dske: MUrM4... ].G: Page: Invoice Penod: Frew To: M'b:nth BO, 0003 4lorre CO, MSC Contract No.: Contract Tltie: Prot& No.: Pro0c# Name: -ITE: F:rakar eeeNxd tree 2:80 PY r1tl tw Drwp`d with Ire rw.[ 9uwfasa G.w Frerrn Dreier Newly m Dole N9rnrra dean Exit Deena RAM be hard be a FM reined It+a Sam as denim mad Purchaae Order No.: AlMen ealm ninke trek.-4 extern. in iYi` iNOkir. 9u f(il ere 12yaQreem armeeM. Work Omar NP: CE;.:C E CORICT AMOUNT TOTAL EARNED N1 TO DATE PREVIOUSLY INVOICED CURRENT INVOICE AACONT t gn. L>3O}' X'r CO' ' 5 $ _.... .- = E1:41 IGA i =xeEx=- - - - c kr a bl Cn e✓i 'M4i a a 5 5 5 5 5 5 5 TOTL' $ Prior tD -hie In alce 4(Irnal nl ng C:ntr3c- E 3lance: Subtotal: # GerductIo s: 3E':OdPLETED BY CONSULTANT FIRM QERTIFED ERLIEIN) CORRECT at: fit' 2rear ne NAM*: (Type P r W fled P111541141di 9UPPOATINO DOCUMENTS CFECD LOT. An&axe Leen al Porn eergl Irrstics 9up4aiYuy Eew.xrne for Gantt Hen °..fear Rinker Frei Prowl Nee er A.1ierra Saner A t S.2.1W31 cm( OF 'NNW APPROVAL DATE PROJECT FAAN ER •G-IEF PROJECT MAMNt3ER Jorge L. Mora AS_ISTA lT DIRECTOR Carrasq.lillo, PE D FES-OR =.REA TO BE CORPLETED BY Cr1Y OF 'NAM S?i ATLeIE Ise Recereen DIP 73te Rece•.e] Paonerit PnxeadU, I21)001 Deprbrrer Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 1 44 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 Accnab CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDr6YYY) 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 Gunn -Mowery P.O. Box 900 Camp Hill PA 17001-0900 CONT NAMEACT Stefanie Ruiz PHONE FAX (A/C No Ext)• 717-761-4600 (A/c, No): 717-761-6159 ADDARESS: sruiz@gunnmowery.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: PA Manufacturers Indemnity Co. 41424 INSURED 6895 GFT Infrastructure, Inc Gannett Fleming, Inc 300 Sterling Parkway Suite 200 Mechanicsburg PA 17050 INSURER B : PA Manufacturers' Assoc Ins Co. 12262 INSURER C : Manufacturers Alliance Ins. Co. 36897 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 262726215 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 p (MM/DY). LIMITS A B X COMMERCIAL GENERAL LIABILITY Y Y 3026012907384A 3026012907384B 2/1/2026 2/1/2026 d � /4 27 , ,, EACH OCCURRENCE $1,000,000 CLAIMS -MADE X OCCUR DAMAGE S RENTED (Ea occurrence) PREMISES ( $ 1,000,000 X Contractual Liab MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE X LIMIT APPLIES JECTPRO- PER: LOC GENERAL AGGREGATE $2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ B AUTOMOBILE X LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON-OWNEDONI AUTOS ONLY Y Y 15260129 73 2/1/2026 2/1/2027 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ DAMAGE PROPERTY accident) (Per$ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ A B C 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 Y 2026012907384A 2026012907384B 2026012907384C 2/1/2026 2/1/2026 2/1/2026 2/1/2027 2/1/2027 2/1/2027 X 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 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Blanket Additional Insured applies per written contract. The following are considered as Additional Insureds for General Liability policy as per written contract: City of Miami. Coverages appiy on a Primary and Non -Contributory basis per policy language. Thirty (30) day notice of cancellation applies except for non-payment of premium, which is ten (10) days per policy language. CERTIFICATE HOLDER CANCELLATION 90 CITY OF MIAMI PROCUREMENT DEPARTMENT ANTHONY M. HANSEN SR. PROCUREMENT CONTRACTING OFFICER 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: 2D10770D-2249-44CA-8226-24916A648508 POLICY NUMBER: 302601-29-07-38-4A 302601-29-07-38-4B COMMERCIAL GENERAL LIABILITY CG 20 10 1219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) AS REQUIRED BY WRITTEN CONTRACT Information required to complete this Sp`e,,if ,` A. Section II — Who Is A red is am n.ed to include as an additio s red the person(s) or organization(s) show in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. 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. Location(s) Of Covered Operations shbekin above, will be shown in the Declarations. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 12 19 © Insurance Services Office, Inc., 2018 INSURED COPY Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 From: Gomez Jr., Francisco LFrank) To: Caseres, Luis; Quevedo, Terry; Aviles Yesenia Subject: RE: 26-27 GFT Infrastructure Inc / updated certificate Date: Wednesday, January 21, 2026 12:33:20 PM Attachments: jmage008.pnq image010 pnq image011.pna image013.onq image014.pnq Hello Luis, The COI is adequate. Thanks, 0 Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management 14 N.E. lstAvenue 2nd Floor Miami, Florida 33132 (305) 416-1740 O (305) 416-176o Fax f cue nifgov.00111 "Serving, Enhancing, and Transforming our Community" From: Caseres, Luis <Lcaseres@miamigov.com> Sent: Wednesday, January 21, 2026 12:25 PM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; quevedo, Terry Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 Accmi)® CERTIFICATE OF LIABILITY INSURANCE 6/1/2026 DATE (MM/OD/VYYY) 5/24/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the poiicy(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 Lockton Companies, LLC 444 W. 47th St., Ste. 900 Kansas City MO 64112-1906 (816) 960-9000 kcasu@lockton.com NAMEACT (A/C. No. Extb (A/C, No): EMAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Continental Casualty Company 20443 INSURED GFT INFRASTRUCTURE, INC. 1361922 GANNETT FLEMING, INC. AND ALL SUBSIDIARIES 300 STERLING PARKWAY, SUITE 200, MECHANICSBURG, PA 17050 INSURER B : INSURER C : INSURER D : INSURER E ; INSURER F : COVERAGES CERTIFICATE NUMBER: 18379593 REVISION NUMBER: XXXXXXX 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 (MMIDDYYY) IY POLICY EXP (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ XXXXXXX MED EXP (Any one person) $ XXXXXXX PERSONAL & ADV INJURY $ XXXXXXX GEN'L AGGREGATE LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $ XXXXXXX PRODUCTS - COMP/OP AGG $ XXXXXXX $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY NOT APPLICABLE Approved by Frank Gomez 06/02/2025 COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ XXXQCSQQX BODILY INJURY (Per accident) $ XQ%XX�QQX PROPERTY DAMAGE (Per accident) $ $ XXXXXXX UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE NOT APPLICABLE EACH OCCURRENCE $ XXX� C'OX AGGREGATE $ XXXXXXX DED RETENTION $ $ XXXXXXX WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A NOT APPLICABLE PER STATUTE OTH- ER E.L. EACH ACCIDENT $ XXXXXXX E.L. DISEASE - EA EMPLOYEE $ XXX00Cf0X E.L. DISEASE - POLICY LIMIT $ XXXXXXX A PROF LIAB N N AEH 591957881 6/1/2025 6/1/2026 $10,000,000 PER CLAIM /AGG DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) PROFESSIONAL LIABILITY RETROACTIVE DATE: 01/01/1915. CERTIFICATE HOLDER CANCELLATION 18379593 CITY OF MIAMI PROCUREMENT DEPARTMENT 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 REPRESENTATIV ©1988'2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 Comet Jr,. Francisco (Fran);) 2Hmc I Ws; ow do T ,m; Avllrs. 0 "M subject' RE: CFI' Infrastructure, loc.-Gannett Fleming, Inc Renewal certificate(s) 25-26 Date: Monday, lune2, 2o25 a:3992 AM Altachmentar 1mage002 one i 0 106.u0a weeMeett hag Fedi.= bracraopasy Good morning Luls, The PL COI Is adequate. Thanks, Frank Gomez, PIAM, CPII Property & Casualty Manager City of Miami Risk Management 14 N.E. tat Avenue end Floor Miami, Florida 33132 (305) 416-1740 Office (3o5) 416-176o Fax fgomez(lrn:amigov corn "Serving, Enhancing, and Trans fuming our Community" From: Caseres, Luis <Lcaseres@miamigov.com> Sent: Monday, lune 2, 2025 8:34 AM To: Gomez Jr., Francisco (Frank) <F6omez@rxiamigov.com>; Quevedo, Terry <TQuevedo@miamigov.com>; Aviles, Yesenia <YAviles@miamigov.com> Subject: FW: GFT Infrastructure,. Inc. -Gannett Fleming, Inc. Renewal Certificate(s) 25-26 Goad morning, Please review and approve. Best regards, Lu4'Ccosevev Construction Procurement Assistant City of Miami Department of Procurement 444 SW 2"d Avenue, 6th Floor, Miami, FL 33130 1# (305)416-1923 ,Ig (305)400-5335 1)11 Casnres@mlamigozosm Visit us 05011Ra "Serving, Enhancing and Transforming our Community" CONFIDENTIAL COMMUNICATION The in/ormanon conteinedln (hi transmission mayoon(ain privileged and confidential inlannellon. It Is intended only for the use of the person(2) named above. Ifyou aro not the intended recipient. you are hereby notified thelanyreviem, dissemination, distribution, or duplication or this communication Is strictly prohibited. I you are no(lhe intended recipient pleasa immediately contact the sender by reply email and destroy all copies of the original message. Thank you. 'Please Note; Duo to Florida's very broad public records /an. most written communications.rb or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mell commuAbe(ron maybe 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 <msaeesse5miamioov corns Sent; Monday, lune 2, 20258:02 AM To: Caseres, Luis <) ceseres@miamieov toms Subject: FW: GFT Infrastructure, Inc. -Gannett Fleming, Inc. Renewal Certificate(s) 25-26 FYI Respectfully, Max Sagesse Senior Procurement Contracting Officer City of Miami - Deportment of Procurement 444 SW 2nd Avenue, 61h Floor Miami, FL 33130 Phone: (305) 416-1913 Fax: (305) 400-5074 Fax: (305) 416-1925 E-mail: mser sannnia, oov "Serving Enhancing, and Trensionning our Community' Mission: The City of Miami Depadnaant of Procurement's mission Is to alhicelly procure quality goods and services, design, conslrucgon and construction management services at the best value for the Clly, while providing excellent customer service. process efficiency. transparency, fairness, competition, accountability, and maintaining public trust. Please Note: Unless noted as "Florida Statute 119 Exempt,' all communications (including email addresses) son( and received through the City of Miami's anvil system are considered public record. Tho Florida Public Records Act requges the City to make all public records available for Inspection and to provide copies upon request. please govern yourself accordingly. If you're not already a Vendor, click on or scan Inc QR Code to register as a new vendor for the City of Mena. Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 Detail by FEI/EIN Number DIVISION OF CORD' lr J1 ` i Elf 1 f t r1 an official 21uty tf Plu■/slaa su bsile Department of State / Division of Corporations / Search Records / Search by FEI/EIN Number / Detail by FEI/EIN Number Foreign Profit Corporation GANNETT FLEMING, INC. Filing Information Document Number P26734 FEI/EIN Number 25-1613591 Date Filed 10/30/1989 State DE Status ACTIVE Last Event CORPORATE MERGER Event Date Filed 12/29/1995 Event Effective Date 12/31/1995 Principal Address 207 Senate Avenue Camp Hill, PA 17011-2316 Changed: 01/18/2021 Mailing Address 207 Senate Avenue Camp Hill, PA 17011-2316 Changed: 01/18/2021 Registered Agent Name & Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE, FL 32301 Name Changed: 05/02/2019 Address Changed: 05/02/2019 Officer/Director Detail Name & Address Title EXECUTIVE VP, DIRECTOR https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=FeiNumber&directionType=Initial&searchNameOrder=251613591.. 117 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 Detail by FEI/EIN Number KOVACS, JOHN W 1480 REDFERN DRIVE PITTSBURGH, PA 15241 Title EXECUTIVE VP MCGINNIS, ESTHER M 2554 Smallman Street Unit 201 Pittsburgh, PA 15222 Title SENIOR VP ABREU, JOSE 6950 SILVER OAK DRIVE MIAMI LAKES, FL 33014 Title SENIOR VP BARRETT, WARREN A, II 160 EAGLE CHASE LANE TROUTMAN, NC 28166 Title EXECUTIVE VP DERR, JOHN A 16434 EAST CRYSTAL RIDGE DRIVE FOUNTAIN HILLS, AZ 85268 Title SENIOR VP HAIR, GLEN L 23 HARROGATE DRIVE HUMMELSTOWN, PA 17036 Title EXECUTIVE VP. HOFFMANN, ARTHUR G, JR 1324 State Road 271 Ligonier, PA 15658 Title EXECUTIVE VP RAGAN, ROBERT E 21 Cross Road Syracuse, NY 13224 Title EXECUTIVE VP KESSLER, JON H 1625 BOW TREE DRIVE WEST CHESTER, PA 19380 https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=Fei Number&directionType=Initial&searchNameOrder=251613591.. 2/7 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 Title SENIOR VP Detail by FEI/EIN Number BUCHHEIT, JOHN A 828 Ellwood Ave Unit B Orlando, FL 32804 Title SENIOR VP JOHNSON, MARK D 59 SOUTH SHORE DRIVE PELHAM, NH 03076 Title SENIOR VP LEWIS, PAUL J 123 Bramblewood Lane Lewisberry, PA 17339 Title SENIOR VP. ASSISTANT SECRETARY PLUMPTON, WILLIAM M 1080 CHERRY GULCH ROAD DURANGO, CO 81301 Title EXECUTIVE VP Ferruccio, Anthony C. 2856 Sewell Mill Road Marietta, GA 30062 Title SENIOR VP Schiemer, Matthew J 8914 Scottish Pastures Drive Austin, TX 78750 Title SENIOR VP Young, Paul A 201 Fawn Meadows Drive Ballwin, MO 63011 Title CORPORATE ETHICS OFFICER, SENIOR VP, SECRETARY Daly, Audrey J. 31 Balfour Drive Mechanicsburg, PA 17050 Title SENIOR VP https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=Fei Number&directionType=Initial&searchNameOrder=251613591.. 3/7 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 Detail by FEI/EIN Number Dreese, Trent L. 221 Littletown Road Selinsgrove, PA 17870 Title EXECUTIVE VP Gillespie, Andrew J. 8 Cavallo Way Doylestown, PA 18901 Title SENIOR VP Mason, Bradley A. 3816 Hansberry Court NE Washington, DC 20018 Title SENIOR VP Sibley, Scott W. 581 Avon Road King of Prussia, PA 19406 Title SENIOR VP Thompson, Christopher M. 222 Monroe Street Philadelphia, PA 19147 Title SENIOR VP Zachman, Shawna K. 7000 W. 64th Avenue Arvada, CO 80003 Title EXECUTIVE VP Tulumello, Guiseppe 348 CARPENTER AVENUE SEA CLIFF, NY 11579 Title Director Benavides, Joe 207 Senate Avenue Camp Hill, PA 17011-2316 Title Director Nordin, Addison 207 Senate Avenue Camp Hill, PA 17011-2316 https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=Fei Number&directionType=Initial&searchNameOrder=251613591.. 4/7 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 Title SENIOR VP Detail by FEI/EIN Number Brenize, Brett A 24 Hunt Place Mechanicsburg, PA 17050 Title SENIOR VP Gibbons, James T 17 Rose Hill Court Hampton, NJ 08827 Title CEO, CFO, PRESIDENT, TREASURER, DIRECTOR Nevada, James S 759 110TH Avenue N Naples, FL 34108 Title EXECUTIVE VP Deery, Joseph P 301 Mission St 18F San Francisco, CA 94105 Title SENIOR VP Dandolos, Nick G 9 Springbriar Lane Kings Park, NY 11754 Title SENIOR VP Mullins, Keith R 101 W Redman Avenue Haddonfield, NJ 08033 Title EXECUTIVE VP Oswalt, Roger D 7939 Silvery Moon Ln Rancho Santa Fe, CA 92067 Title SENIOR VP, DIRECTOR EICKHOFF, HEATHER N 393 CHESTNUT DR BOILING SPRINGS, PA 17007 Title SENIOR VP https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=Fei Number&directionType=Initial&searchNameOrder=251613591.. 5/7 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 Detail by FEI/EIN Number PARK, TRENT M 1724 BLOOMFIELD RD RICHMOND, VA23225 Title SENIOR VP REINARD, NATHAN H 1825 SHADY LANE MECHANICSBURG, PA 17055 Annual Reports Report Year Filed Date 2024 01/31/2024 2024 09/25/2024 2025 01/09/2025 Document Images 01 /09/2025 -- ANNUAL REPORT 09/25/2024 -- AMENDED ANNUAL REPORT 01/31/2024 -- ANNUAL REPORT 01 /31 /2023 -- ANNUAL REPORT 01/18/2022 --ANNUAL REPORT 01/18/2021 --ANNUAL REPORT 01 /31 /2020 -- ANNUAL REPORT 05/02/2019 -- Reg. Agent Change 01 /29/2019 -- ANNUAL REPORT 01 /03/2018 -- ANNUAL REPORT 01 /13/2017 -- ANNUAL REPORT 01 /05/2016 -- ANNUAL REPORT 01 /19/2015 -- ANNUAL REPORT 02/06/2014 -- ANNUAL REPORT 03/21 /2013 -- ANNUAL REPORT 09/17/2012 -- Req. Agent Change 02/28/2012 -- ANNUAL REPORT 04/01/2011 --ANNUAL REPORT 03/14/2011 --ANNUAL REPORT 02/26/2010 -- ANNUAL REPORT 03/05/2009 -- ANNUAL REPORT 03/25/2008 -- ANNUAL REPORT 03/12/2007 -- ANNUAL REPORT 04/26/2006 -- ANNUAL REPORT 04/22/2005 -- ANNUAL REPORT 09/17/2004 -- Reg. Agent Change 05/03/2004 -- ANNUAL REPORT 04/29/2003 -- ANNUAL REPORT 05/22/2002 -- 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 https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=Fei Number&directionType=Initial&searchNameOrder=251613591.. 6/7 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 Detail by FEI/EIN Number 04/30/2001 --ANNUAL REPORT 05/15/2000 --ANNUAL REPORT 05/10/1999 -- Reg. Agent Change 03/03/1999 -- ANNUAL REPORT 05/04/1998 -- ANNUAL REPORT 02/14/1997 -- ANNUAL REPORT 05/01 /1996 -- ANNUAL REPORT 05/01 /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 Florida Department of State, Division of Corporations https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=Fei Number&directionType=Initial&searchNameOrder=251613591... 7/7 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 IV/GI/GJ, J.," r1Y1 Detail by Entity Name DIVISION OF CORPORATIONS ^,. f Dsvi n: Of (� r 0 r) {) -`, fr J :L7j rrrr official 5ta19 of Florida wee iu' Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Foreign Profit Corporation GFT INFRASTRUCTURE, INC. Filing Information Document Number P26734 FEI/EIN Number 25-1613591 Date Filed 10/30/1989 State DE Status ACTIVE Last Event AMENDMENT AND NAME CHANGE Event Date Filed 06/12/2025 Event Effective Date 12/31/1995 Principal Address 207 Senate Avenue Camp Hill, PA 17011-2316 Changed: 01/18/2021 Mailing Address 207 Senate Avenue Camp Hill, PA 17011-2316 Changed: 01/18/2021 Registered Agent Name & Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE, FL 32301 Name Changed: 05/02/2019 Address Changed: 05/02/2019 Officer/Director Detail Name & Address Title EXECUTIVE VP, DIRECTOR https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=GANNETT... 1/7 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 IV/GI/GJ, J.," r1Y1 Detail by Entity Name KOVACS, JOHN W 1480 REDFERN DRIVE PITTSBURGH, PA 15241 Title EXECUTIVE VP MCGINNIS, ESTHER M 2554 Smallman Street Unit 201 Pittsburgh, PA 15222 Title SENIOR VP ABREU, JOSE 6950 SILVER OAK DRIVE MIAMI LAKES, FL 33014 Title SENIOR VP BARRETT, WARREN A, II 160 EAGLE CHASE LANE TROUTMAN, NC 28166 Title EXECUTIVE VP DERR, JOHN A 16434 EAST CRYSTAL RIDGE DRIVE FOUNTAIN HILLS, AZ 85268 Title SENIOR VP HAIR, GLEN L 23 HARROGATE DRIVE HUMMELSTOWN, PA 17036 Title EXECUTIVE VP. HOFFMANN, ARTHUR G, JR 1324 State Road 271 Ligonier, PA 15658 Title EXECUTIVE VP RAGAN, ROBERT E 21 Cross Road Syracuse, NY 13224 Title EXECUTIVE VP KESSLER, JON H 1625 BOW TREE DRIVE WEST CHESTER, PA 19380 https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=GANNETT... 2/7 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 IV/GI/GJ, J.," r1Y1 Title SENIOR VP Detail by Entity Name BUCHHEIT, JOHN A 828 Ellwood Ave Unit B Orlando, FL 32804 Title SENIOR VP JOHNSON, MARK D 59 SOUTH SHORE DRIVE PELHAM, NH 03076 Title SENIOR VP LEWIS, PAUL J 123 Bramblewood Lane Lewisberry, PA 17339 Title SENIOR VP. ASSISTANT SECRETARY PLUMPTON, WILLIAM M 1080 CHERRY GULCH ROAD DURANGO, CO 81301 Title EXECUTIVE VP Ferruccio, Anthony C. 2856 Sewell Mill Road Marietta, GA 30062 Title SENIOR VP Schiemer, Matthew J 8914 Scottish Pastures Drive Austin, TX 78750 Title SENIOR VP Young, Paul A 201 Fawn Meadows Drive Ballwin, MO 63011 Title CORPORATE ETHICS OFFICER, SENIOR VP, SECRETARY Daly, Audrey J. 31 Balfour Drive Mechanicsburg, PA 17050 Title SENIOR VP https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=GANNETT... 3/7 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 IV/GI/GJ, J.," r1Y1 Detail by Entity Name Dreese, Trent L. 221 Littletown Road Selinsgrove, PA 17870 Title EXECUTIVE VP Gillespie, Andrew J. 8 Cavallo Way Doylestown, PA 18901 Title SENIOR VP Mason, Bradley A. 3816 Hansberry Court NE Washington, DC 20018 Title SENIOR VP Sibley, Scott W. 581 Avon Road King of Prussia, PA 19406 Title SENIOR VP Thompson, Christopher M. 222 Monroe Street Philadelphia, PA 19147 Title SENIOR VP Zachman, Shawna K. 7000 W. 64th Avenue Arvada, CO 80003 Title EXECUTIVE VP Tulumello, Guiseppe 348 CARPENTER AVENUE SEA CLIFF, NY 11579 Title Director Benavides, Joe 207 Senate Avenue Camp Hill, PA 17011-2316 Title Director Nordin, Addison 207 Senate Avenue Camp Hill, PA 17011-2316 https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=GANNETT... 4/7 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 IV/GI/GJ, J.," r1Y1 Title SENIOR VP Detail by Entity Name Brenize, Brett A 24 Hunt Place Mechanicsburg, PA 17050 Title SENIOR VP Gibbons, James T 17 Rose Hill Court Hampton, NJ 08827 Title CEO, CFO, PRESIDENT, TREASURER, DIRECTOR Nevada, James S 759 110TH Avenue N Naples, FL 34108 Title EXECUTIVE VP Deery, Joseph P 301 Mission St 18F San Francisco, CA 94105 Title SENIOR VP Dandolos, Nick G 9 Springbriar Lane Kings Park, NY 11754 Title SENIOR VP Mullins, Keith R 101 W Redman Avenue Haddonfield, NJ 08033 Title EXECUTIVE VP Oswalt, Roger D 7939 Silvery Moon Ln Rancho Santa Fe, CA 92067 Title SENIOR VP, DIRECTOR EICKHOFF, HEATHER N 393 CHESTNUT DR BOILING SPRINGS, PA 17007 Title SENIOR VP https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=GANNETT... 5/7 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 IV/GI/GJ, J.," r1Y1 Detail by Entity Name PARK, TRENT M 1724 BLOOMFIELD RD RICHMOND, VA23225 Title SENIOR VP REINARD, NATHAN H 1825 SHADY LANE MECHANICSBURG, PA 17055 Annual Reports Report Year Filed Date 2024 01/31/2024 2024 09/25/2024 2025 01/09/2025 Document Images 06/12/2025 --Amendment and Name Change 01/09/2025 --ANNUAL REPORT 09/25/2024 --AMENDED ANNUAL REPORT 01/31/2024 --ANNUAL REPORT 01/31/2023 --ANNUAL REPORT 01/18/2022 --ANNUAL REPORT 01/18/2021 --ANNUAL REPORT 01/31/2020 --ANNUAL REPORT 05/02/2019 -- Reg. Agent Change 01/29/2019 --ANNUAL REPORT 01/03/2018 --ANNUAL REPORT 01/13/2017 --ANNUAL REPORT 01/05/2016 --ANNUAL REPORT 01/19/2015 --ANNUAL REPORT 02/06/2014 --ANNUAL REPORT 03/21/2013 --ANNUAL REPORT 09/17/2012 -- Reg. Agent Change 02/28/2012 --ANNUAL REPORT 04/01/2011 --ANNUAL REPORT 03/14/2011 --ANNUAL REPORT 02/26/2010 --ANNUAL REPORT 03/05/2009 --ANNUAL REPORT 03/25/2008 --ANNUAL REPORT 03/12/2007 --ANNUAL REPORT 04/26/2006 --ANNUAL REPORT 04/22/2005 --ANNUAL REPORT 09/17/2004 -- Reg. Agent Change 05/03/2004 --ANNUAL REPORT 04/29/2003 --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 https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=GANNETT... 6/7 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 IV/GI/GJ� J.," r1Y1 Detail by Entity Name 05/22/2002 --ANNUAL REPORT 04/30/2001 --ANNUAL REPORT 05/15/2000 --ANNUAL REPORT 05/10/1999 -- Reg. Agent Change 03/03/1999 --ANNUAL REPORT 05/04/1998 --ANNUAL REPORT 02/14/1997 --ANNUAL REPORT 05/01/1996 --ANNUAL REPORT 05/01/1995 --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 Florida Department of State, Division of Corporations https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=GANNETT... 7/7 Docusign Envelope ID: 2D10770D-2249-44CA-8226-24916A648508 Legal Service Request Personal Information Name: Luis Caseres Title: Construction Procurement Assistant Department: Procurement Phone number: (305) 416-1923 Request type: Other Describe legal service request: Please review for Legal Sufficiency, Amendment is for name change from Gannett Fleming Inc to GFT Infrastructure, Inc. RFQ 20-21-005 Legal Services - Review Matter ID # 26-1015 Date of Matter Creation: 04/09/2026 Client: Procurement Area of Law: 201- Contracts Type: Professional Service Comments: Assign to? Attorney Assignment Assigned Attorney: Nicholas Atkison, natkison@miamigov.com Assigned Assistant: Frankeetha Roberts, froberts@miamigov.com Select an Attorney for this request: Nicholas Atkison Attorney Email: natkison@miamigov.com Attorney Name: Nicholas Atkison Select an Assistant for this request: Frankeetha Roberts Assistant Email: froberts@miamigov.com Assistant Name: Frankeetha Roberts CC Name: Email Address: CC Name: Email Address: CC Name: Email Address: CC Name: Email Address: Comments: Assign to Nick Atkison. Legal Services - Assignment Comments: Gannett Flemming, Inc. - GFT Infrastructure, Inc. - Miscellaneous Transportation and Traffic Engineering Support Services - RFQ 20-21-005 - Amendment 1 0 docusign Certificate Of Completion Envelope Id: 20107700-2249-44CA-8226-24916A648508 Subject: Amendment No. 1 to RFQ 20-21-005-GFT - Name Change Source Envelope: Document Pages: 72 Signatures: 13 Certificate Pages: 7 Initials: 1 AutoNav: Enabled Stamps: 1 Envelopeld Stamping: Enabled Time Zone: (UTC-05:00) Eastern Time (US & Canada) Status: Completed Envelope Originator: Luis Caseres 444 SW 2ND AVE, 5th Floor Miami, FL 33130 Icaseres@miamigov.com IP Address: 149.19.49.19 Record Tracking Status: Original 4/13/2026 2:20:13 PM Security Appliance Status: Connected Holder: Luis Caseres Icaseres@miamigov.com Pool: FedRamp Location: DocuSign Signer Events Signature Timestamp Luis Caseres Icaseres@miamigov.com Construction Procurement Assistant Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Fernando Ponassi fponassi@miamigov.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 6/22/2023 10:29:55 AM ID: 9680a065-18d6-429a-94be-ba887abead91 Annie Perez annieperez@miamigov.com Director Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Frank Gomez fgomez@miamigov.com Interim Risk Director Signing Group: Risk Management Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 6/13/2025 12:38:19 PM ID:be90c945-d1c0-471e-8d81-17061ca0da79 Completed Using IP Address: 149.19.49.100 Completed Using IP Address: 138.43.101.81 D000Signed by: may. C-54 3CA?68 , Signature Adoption: Pre -selected Style Using IP Address: 149.19.49.100 —DocuSigned by: FratAk 1bmt A) '-27395C6318214E7... Signature Adoption: Pre -selected Style Using IP Address: 138.43.101.81 Sent: 4/13/2026 2:31:04 PM Viewed: 4/13/2026 2:31:12 PM Signed: 4/13/2026 2:31:53 PM Sent: 4/13/2026 2:31:55 PM Viewed: 4/13/2026 2:58:06 PM Signed: 4/13/2026 2:58:40 PM Sent: 4/13/2026 2:58:42 PM Resent: 4/20/2026 9:28:23 AM Viewed: 4/20/2026 1:15:43 PM Signed: 4/20/2026 1:16:03 PM Sent: 4/20/2026 1:16:06 PM Viewed: 4/20/2026 1:16:36 PM Signed: 4/20/2026 1:18:02 PM Signer Events Signature Timestamp Lai -Wan McGinnis Imcginnis@miamigov.com Capital Budget Administrator Signing Group: Capital Projects — Budget Review Group Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Marie Gouin mgouin@miamigov.com Director, Office of Management and Budget Signing Group: Capital Projects - Budget Approver Group Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Nicholas R. Atkison NAtkison@miamigov.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 3/17/2026 2:04:47 PM ID:a523ad58-e805-42f1-b477-bc675ca83162 George K Wysong III gwysong@miamigov.com City Attorney Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Erica Paschal epaschal@miamigov.com Chief Financial Officer/Assistant City Manager Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/14/2023 9:54:32 AM ID:3bc88215-edc0-43d8-936a-662c9c102a5f Asael Marrero AMarrero@miamigov.com Assistant City Manager Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Completed Using IP Address: 138.43.105.186 ,Signed by: \--5F8E831798C5495... Signature Adoption: Uploaded Signature Image Using IP Address: 149.19.41.27 rminei NO Signature Adoption: Pre -selected Style Using IP Address: 149.19.41.27 DocuSigned by: Caunrot, (Aiw ll� 88776E9FE88248B... Signature Adoption: Pre -selected Style Using IP Address: 149.19.49.100 CD Sig d by: aCe. POW/ea 5E85D50AB3B54BC... Signature Adoption: Pre -selected Style Using IP Address: 149.19.49.100 D[)41.1b— COF4AD9ABO3B45AcuSi gned by: ... Signature Adoption: Uploaded Signature Image Using IP Address: 149.19.33.232 Sent: 4/20/2026 1:18:06 PM Resent: 4/21/2026 12:41:50 PM Viewed: 4/22/2026 11:32:39 AM Signed: 4/22/2026 11:33:02 AM Sent: 4/22/2026 11:33:05 AM Viewed: 4/22/2026 11:35:04 AM Signed: 4/22/2026 11:35:24 AM Sent: 4/22/2026 11:35:27 AM Resent: 4/24/2026 3:49:39 PM Resent: 4/30/2026 8:02:52 AM Resent: 5/4/2026 3:03:07 PM Viewed: 5/4/2026 4:16:02 PM Signed: 5/4/2026 4:20:27 PM Sent: 5/4/2026 4:20:30 PM Viewed: 5/4/2026 4:23:41 PM Signed: 5/4/2026 4:23:56 PM Sent: 5/4/2026 4:23:59 PM Resent: 5/11/2026 11:33:33 AM Viewed: 5/11/2026 11:42:32 AM Signed: 5/11/2026 11:42:54 AM Sent: 5/11/2026 11:42:57 AM Viewed: 5/13/2026 8:54:15 AM Signed: 5/13/2026 8:54:53 AM Signer Events Signature Timestamp Accepted: 6/23/2023 9:31:00 AM ID:09d1ab67-9d2c-4b56-bca8-009be6aae519 Natasha Colebrook -Williams ncolebrook-williams@miamigov.com Assistant City Manager Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign James Reyes jareyes@miamigov.com City Manager City Of Miami Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Nicole Ewan newan@miamigov.com Assistant City Clerk City of Miami Signing Group: CITY CLERK ATTESTATION Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Luis Caseres Icaseres@miamigov.com Construction Procurement Assistant Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign p—DocuSigned by: N4444 C0,144004-14141.14 4f.4 848700975DEA41B... Signature Adoption: Pre -selected Style Using IPAddress: 149.19.49.124 c—Signed by: s--A68C256F2C6A478... Signature Adoption: Drawn on Device Using IPAddress: 163.120.80.16 CSigned by: 8169471A31D411... Signature Adoption: Uploaded Signature Image Using IPAddress: 149.19.49.19 Completed Using IPAddress: 138.43.101.81 Sent: 5/13/2026 8:54:56 AM Viewed: 5/13/2026 4:53:02 PM Signed: 5/13/2026 4:53:49 PM Sent: 5/13/2026 4:53:54 PM Viewed: 5/15/2026 9:27:37 AM Signed: 5/15/2026 9:27:59 AM Sent: 5/15/2026 9:28:05 AM Viewed: 5/15/2026 9:57:47 AM Signed: 5/15/2026 11:28:47 AM Sent: 5/15/2026 11:28:51 AM Viewed: 5/15/2026 11:36:13 AM Signed: 5/15/2026 11:36:29 AM In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Sadie Brown sbrown@miamigov.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: COPIED Sent: 4/20/2026 1:18:05 PM Carbon Copy Events Status Timestamp Not Offered via Docusign Crystal Hoffman CAHoffman@Miamigov.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Martha Rodriguez marrodriguez@miamigov.com Sandra Gilbert sgilbert@miamigov.com Executive Assistant City Manager Signing Group: City Managers Office eNotary Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Martha Rodriguez marrodriguez@miamigov.com Sandra Gilbert sgilbert@miamigov.com Executive Assistant City Manager Signing Group: City Managers Office eNotary Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign COPIED COPIED COPIED Sent: 4/22/2026 11:33:04 AM Sent: 5/13/2026 4:53:52 PM Sent: 5/15/2026 9:28:02 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Envelope Updated Envelope Updated Certified Delivered Signing Complete Completed Hashed/Encrypted Security Checked Security Checked Security Checked Security Checked Security Checked 4/13/2026 2:31:05 PM 4/24/2026 3:49:38 PM 4/24/2026 3:49:38 PM 5/15/2026 11:36:13 AM 5/15/2026 11:36:29 AM 5/15/2026 11:36:29 AM Payment Events Status Electronic Record and Signature Disclosure Timestamps Electronic Record and Signature Disclosure created on: 6/15/2023 8:45:09 AM Parties agreed to: Fernando Ponassi, Frank Gomez, Nicholas R. 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Olivera, Rosemary From: Caseres, Luis Sent: Friday, May 15, 2026 11:49 AM To: Lima, Cristiane; Hansen, Anthony; Ponassi Boutureira, Fernando; Perez, Annie; Darrington, Mario; McGinnis, Lai -Wan Cc: Fossler, Thomas; Hannon, Todd; Olivera, Rosemary; Gomez, Marta; Johnson, Antiwonesha; Roberts, Frankeetha; Atkison, Nicholas Subject: Document Distribution - RFQ 20-21-005- Amendment No - Name Change Attachments: Amendment_No_1_to_RFQ_20-21-005-GFT_-_Name_Change-Executed 05-15-2026.pdf 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. Antiwonesha/Marta: You may now close this Matter ID 26-1015 Todd: Please find attached the fully executed copy of agreement that is to be considered an original agreement for your records. Document Type: Amendment No. 1 First Party: City of Miami Second Party: GFT Infrastructure, Inc. Program/Purpose: Miscellaneous Transportation and Traffic Engineering Support Services Effective Date: 05/15/2026 Best regards, i LuA.- Cc e re k 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 ®Lcaseres©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. 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