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26144
AGREEMENT INFORMATION AGREEMENT NUMBER 26144 NAME/TYPE OF AGREEMENT CURTIS & ROGERS DESIGN STUDIO, INC. DESCRIPTION AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT/KEEPING CURRENT: ADAPTIVE REDESIGN FOR JOSE MARTI PARK PROJECT/FILE ID: 5787/R-19- 0187/MATTER ID: 24-2176 EFFECTIVE DATE May 29, 2026 ATTESTED BY TODD B. HANNON ATTESTED DATE 5/29/2026 DATE RECEIVED FROM ISSUING DEPT. 5/29/2026 NOTE DOCUSIGN AGREEMENT BY EMAIL Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA 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: CURTIS & ROGERS DESIGN STUDIO, INC. IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $1,675,541.49 FUNDING INVOLVED? TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT ■ ■ YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY) Amendment No. 1 - RFQ 17-18-061 NO NO PURPOSE OF ITEM (BRIEF SUMMARY): FOR PROFESSIONAL DESIGN SERVICES FOR "KEEPING CURRENT: ADAPTIVE REDESIGN FOR JOSE MARTI PARK" PROJECT COMMISSION APPROVAL DATE: 05/09/2019 FILE ID: 5787 ENACTMENT NO.: R-19-0187 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR/CHIEF PROCUREMENT OFFICER Anthony Hansen for Fernando Ponassi April 24, 2026 1 12:43:50 Annie Perez, CPPO EDT SIGNATURE: DocuSigned by: -.4-,,,,,;...Q.A"® RISK MANAGEMENT April 24, 2026 112:48:31 David Ruiz EDT SIGNATURE: 89540EB73CAC468... "—DocuSigned by: FratAk1 4V BUDGET OFFICE Funding is available in 40-B263514 for the redesign. LEM 5/5/26 May 5, 2026 114:41:03 Marie Gouin EDT SIGNATURE: '-27395C6318214E7... ,.—Signed by: `. FSL-s-35.. CITY ATTORNEY /s/TMF 24 2176 ID No. 24-2176 May 6, 2026 I 16 George K. Wysong III 17:16EDT SIGNATURE: ,—DocuSigned by: auar�t, . ay 0_ W ASSISTANT CITY MANAGER/CHIEF FINANCIAL OFFICER May 11, 2026 1 11:40:52 Erica Paschal Darling, CP EDT SIGNATURE: 88770E9FL8624-88.— DocuSigned by: uv Rioef.i ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS May 12, 2026 111:47:38 Barbara Hernandez, MPA EDT SIGNATURE: 5E85ifi5-=536s-4bu... —Signed by: AaVA —6QFC2Q3.D.F3304AF ASSISTANT CITY MANAGER, CHIEF OF INFRASTRUCTURE May 28, 2026 110 Asael "Ace" Marrero, AIA 32:18 EDT SIGNATURE: DocuSigned by: CnF4An9ARfl R DEPUTY CITY MANAGER May 28, 2026 12 Natasha Colebrook -Williams :33:04 EDT SIGNATURE: ,—DocuSigned by Nr James Reyes 22:34 EDT 8-415700'97'Sr€729 Signed by: CITY MANAGER May 29, 2026 114 SIGNATURE: CITY CLERK May 29, 2026 1 15:47:46 Todd Hannon EDT SIGNATURE: A68C256F2C6A ,—DocuSigned by `—Fann7SRnn( F t tH 5A 1 B... 78... 59 PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER PR 26014 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA AGREEMENT/AMENDMENT OVERVIEW AGREEMENT TITLE: RFQ 17-18-061 Professional Design Services for "Keeping Current: Adaptive Redesign for Jose Marti Park" Project — Curtis & Rogers 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer — Authority level of $ ❑ City Manager — Authority level of $ 0 City Commission — RESOLUTION No. 19-0187 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 increase the capacity of the contract by 10% to $1,675,541.49. 5. WAS THE AMENDMENT APPROVED BY THE CITY COMMISSION? ❑ YES 0 NO IF YES, WHAT IS THE RESOLUTION NUMBER? 6. WHAT IS THE SCOPE OF SERVICES? The Consultant shall work with the City, Van Alen, and the Little Havana community to develop schematic designs and an adaptive master plan for Jose Marti Park that will provide an implementable solution to flooding in the short term and will adapt to sea level rise in the future. Designs should be replicable at sites of a similar condition at or near sea level, near a body of water, and subject to flooding. In this way, designs should present a new model for development in the region. As designs will be refined in partnership with the City and through community input, initial proposals should outline how the design can respond to Little Havana's history and needs, and can enhance user experience of the park, taking into account waterfront access and public programming. Designs should also incorporate thinking on the park's potential economic impacts. Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA 7. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? 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? Project Completion 11. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? $1,523,219.54 12.WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? Florida Statutes Sec. 287.055, Consultants' Competitive Negotiation Act (CCNA) Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM James Reyes City Manager FROM: Annie Perez, CPPO Director/Chief Procurement Officer Department of Procurement DocuSigned by: EA-AAAA, 73CAE-4 ... DATE: May 20, 2026 SUBJECT: Capacity Increase to the Professional Design Services for "Keeping Current: Adaptive Redesign for Jose Marti Park" Project REFERENCES: RFQ No. 17-18-061 By this memorandum, the Office of Capital Improvements ("OCI") is requesting to modify the Professional Services Agreement ("Agreement") with Curtis & Rogers Design Studio, Inc. ("Consultant"), authorized pursuant to Request for Qualifications ("RFQ") No. 17-18-061 for the provision of Professional Design Services for "Keeping Current: Adaptive Redesign for Jose Marti Park" Project ("Services"). As a result, the contract capacity of said Agreement shall be increased by One Hundred Fifty -Two Thousand Three Hundred Twenty -One Dollars and Ninety -Five Cents ($152,321.95), from One Million Five Hundred Twenty -Three Thousand Two Hundred Nineteen Dollars and Fifty -Four Cents ($1,523,219.54) to One Million Six Hundred Seventy -Five Thousand Five Hundred Forty -One Dollars and Forty -Nine Cents ($1,675,541.49). BACKGROUND On September 9, 2019, OCI entered into an Agreement with the Consultant for professional design services for an adaptive redesign of Jose Marti Park. The Agreement was approved by action of the City Manager in accordance with Resolution No. 19-0187, adopted on May 9, 2019, for an amount of $1,523,219.54. As of today, the Consultant has provided the following services: Phase I: Development of FIND Grant Improvements a) Task 1: Data Gathering, Surveying (100% complete) b) Task 2: Schematic Design (100% complete) c) Task 3: Design Development (100% complete) d) Task 4: Construction Documents (100% complete) e) Task 5: Permitting (80% complete) Phase II: Adaptation Master Plan a) Task 1: Analysis of Existing Conditions (100% complete) b) Task 2: Outreach (100% complete) Phase III: Bidding and Construction Administration a) Bidding and Award of Construction Contract (100% complete) b) Administration of Construction Contract (Originally not included in accepted fee proposal) The City has requested the Consultant to estimate the fiscal impact of a comprehensive Master Plan intended to serve as a strategic blueprint to guide the development, management, and long-term sustainability of Jose Marti Park. Due to limited funding at the time the original contract was awarded, the Agreement did not include Administration of Construction Contract and the standard ten percent (10%) Owner's Contingency Allowance. PR26012 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA Page 2 - Capacity Increase to the Professional Design Services for "Keeping Current: Adaptive Redesign for Jose Marti Park" James Reyes, City Manager The current capacity of the original Agreement has now been fully used; therefore, the Consultant cannot be further engaged for the purposes of providing contract administration services nor to provide a fee proposal related to a comprehensive Master Plan requested by the City. In order to retain the Consultant to provide said services, the City intends to add a 10% Owner's Contingency Allowance to the Agreement, so these additional services can begin until Amendment No. 2 is in place to provide full funding for said tasks, at the City's discretion. RECOMMENDATION To fulfill the funding needs for Administration of Construction Contract and Master Plan -related services, additional funding to increase the capacity of the Agreement with the Consultant authorized pursuant to RFQ 17-18-061 is required. Therefore, it is Procurement's recommendation to increase the contract capacity of said Agreement by ten percent (10%) or $152,321.95, thereby increasing the Agreement value from $1,523,219.54 to $1,675,541.49. Pursuant to Section 18-117 of the Code of the City of Miami, "Economic Stimulus Awards and Agreements," the City Manager has delegated authority to approve this amendment. ❑ Approved ❑ Denied Signed by: re 62•64F.24 7 .. James Reyes, City Manager May 29, 2026 114:22:34 EDT Date: c: Natasha Colebrook -Williams, Deputy City Manager Asael "Ace" Marrero, AIA, Assistant City Manager/Chief of Infrastructure Barbara Hernandez, MPA, Assistant City Manager/Chief of Operations Erica T. Paschal Darling, CPA, Assistant City Manager/Chief Financial Officer Thomas Fossler, Assistant City Attorney, Office of the City Attorney Jose R. Perez, AIA, Director, OCI Fernando V. Ponassi, MA Arch., MA PPA, LEED®AP, Assistant Director, Procurement PR26012 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT WITH CURTIS & ROGERS DESIGN STUDIO, INC. FOR PROFESSIONAL DESIGN SERVICES FOR "KEEPING CURRENT: ADAPTIVE REDESIGN FOR JOSE MARTI PARK" PROJECT This Amendment No. 1 ("Amendment") to the Professional Services Agreement dated September 9, 2019 (the "Agreement") between the City of Miami, a municipal corporation of the State of Florida ("City"), and Curtis & Rogers Design Studio, Inc., a Florida profit corporation ("Consultant"), for the provision of Professional Design Services for "Keeping Current: Adaptive Redesign for Jose Marti Park" Project ("Services") for the City's Office of Capital Improvements ("OCI") is entered into this 2P day of May , 2026. RECITALS WHEREAS, pursuant to City Procurement Code Section 18-87 and Request for Qualifications ("RFQ") No. 17-18-061, as approved by Resolution No. R-19-0187, adopted by the City Commission on May 22, 2019, the City Manager executed the Agreement with Consultant for an amount of One Million Five Hundred Twenty -Three Thousand Two Hundred Nineteen Dollars and Fifty -Four Cents ($1,523,219.54); and WHEREAS, a concurrent effort stemming from the original Agreement is taking place through Invitation to Bid ("ITB") No. 24-25-011-R to provide for the construction of a replacement seawall and baywalk, removal of articulated concrete blocks, existing paving on plazas and paths, existing concrete steps and ramps, removal of existing furniture, lighting fixtures, the removal of palm trees and other trees, relocation of trees to an upland area within the park per tree disposition plan, and relocation of flagpoles and Jose Marti monument; and WHEREAS, the City has requested the Consultant to estimate the fiscal impact of a comprehensive Master Plan effort to serve as a strategic blueprint to guide the development, management, and long-term sustainability of Jose Marti Park in light of the impact that the aforementioned improvements implemented through ITB No. 24-25-011-R may have on the existing park facilities; and WHEREAS, due to preexisting funding limitations at the time of contract award and execution, the original Agreement did not include a ten percent (10%) Owner's Contingency Allowance that is typical for this type of contract; and WHEREAS, the current contract capacity of the original Agreement has been exhausted and as a result the Consultant cannot be further engaged for additional services related to a comprehensive Master Plan at the request of the City; and WHEREAS, it is in the best interest of the City to retain the Consultant to provide Master Plan -related services at the sole discretion of the City and compensating said services through the implementation of a 10% Owner's Contingency Allowance to the Agreement; and WHEREAS, Section 18-117(e)(7) of the Code of the City of Miami ("City Code") allows for a contract amendment that does not increase the Agreement amount, including any dedicated and contingency allowances, by more than ten percent (10%); and Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA Amendment No. 1 to the Professional Services Agreement with Curtis & Rogers Design Studio, Inc. for Professional Design Services for "Keeping Current: Adaptive Redesign for Jose Marti Park" Project WHEREAS, this Amendment No. 1 to the Agreement increases the capacity of the Agreement by $152,321.95, thereby increasing the Agreement value from $1,523,219.54 to an amount of $1,675,541.49; and WHEREAS, the City has adopted Resolution No. R-19-0187, which authorizes the City Manager to execute any amendments to the Contract. NOW THEREFORE, in consideration of the foregoing, the parties hereby amend the Agreement as follows: Section 2.05-1 Compensation Limit The compensation limit is hereby increased by One Hundred Fifty -Two Thousand Three Hundred Twenty -One Dollars and Ninety -Five Cents ($152,321.95) to implement a 10% Owner's Contingency Allowance, thereby increasing the total award value from One Million Five Hundred Twenty -Three Thousand Two Hundred Nineteen Dollars and Fifty - Four Cents ($1,523,219.54), to an amount not -to -exceed One Million Six Hundred Seventy -Five Thousand Five Hundred Forty -One Dollars and Forty -Nine Cents ($1,675,541.49). The $1,675,541.49 is inclusive, without limitation, of all fees, costs, and reimbursable expenses. Section 10.20 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 an 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 Agreement upon request. ALL OTHER TERMS AND CONDITIONS OF THE CONTRACT ARE IN OPERATIVE FORCE AND EFFECT AND REMAIN UNCHANGED. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA Amendment No. 1 to the Professional Services Agreement with Curtis & Rogers Design Studio, Inc. for Professional Design Services for "Keeping Current: Adaptive Redesign for Jose Marti Park" Project IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, the day and year above written. ATTEST: B Print Name: Title: Vice- P1(6-5'' de+ (Corporate Seal) ATTEST: rDocuSigned by: i161745699GF4459— Todd B. Hannon, City Clerk APPROVED AS TO REQUIREMENTS: DocuSigned by: INSURANCE David ulz, interim Director Risk Management Department "Consultant" Curtis & Rogers Design Studio, Inc., a Florida profit corporation By: c-(6LJC,„Ll, Print Name: - d a (4. Qj A S Title: P S; e h (Authorized Corporate Officer) CITY OF MIAMI, a Florida municipal corporation Signed by: 6255F-266M176... James Reyes, City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: DocuSigned by: rat-OrOt, 00(ISO4 111 3877CE9FL&324813... George K. Wysong III City Attorney 24-2176 FDS rilAC Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA Amendment No. 1 to the Professional Services Agreement with Curtis & Rogers Design Studio, Inc. for Professional Design Services for "Keeping Current: Adaptive Redesign for Jose Marti Park" Project CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) I HEREBY CERTIFY that at a meeting of the Board of Directors of a IfrE s 1 e1rs Les t ,�� corporation organized and existing under the laws of the State of , held on the 161 day of bPcem.bei , la5 , a resolution was duly passed and adopted authorizing (Name) 1,4 Cu ✓h 5 as (Title) Pies ►Cier-t' of the Corporation to execute this Amendment on behalf of the Corporation and providing that his/her execution thereof, attested by the Secretary of the Corporation, shall be the official act and deed of the Corporation. I further certify that said resolution remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this R , day of 20 2(0. Secretary: Print: A1Gl Cu NOTARIZATION STATE OF l- byj j a ) SS: COUNTY OF NI ►' am i - 1jaidQ ) The foregoing instrument was acknowledged before me this 17 4' day of Marc") , 2024, by Nicia M, Cov4 i 5 , who is personally known to me or who has produced ptarch ,1tj ILr-1In as identification and who (did / did not) take an oath. ATURE OF NOTARY PUBLIC TE OF--kori`cid ark ara i ate. PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC BARBARA M DIAZ Notary Public - State of Florida 0, Commission # NH 399904 E.`. My Comm. Expires May 18, 2027 Bonded through National Notary Assn. Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM Asael Marrero Assistant City Manager Jose R. Perez, AIA, Director Office of Capital Improvements Digitally signed by Perez, Jose Perez, Jose R. R Date: 2026.03.16 16:26:02 -04'00' DATE: March 16, 2026 SUBJECT: Capacity Increase to the Professional Design Services for "Keeping Current: Adaptive Redesign for Jose Marti Park" Project REFERENCES: RFQ No. 17-18-061 By this memorandum, the Office of Capital Improvements ("OCI") is requesting to modify the Professional Services Agreement ("Agreement") with Curtis & Rogers Design Studio, Inc. ("Consultant"), authorized pursuant to Request for Qualifications ("RFQ") No. 17-18-061 for the provision of Professional Design Services for "Keeping Current: Adaptive Redesign for Jose Marti Park" Project ("Services"), to increase the contract capacity of said Agreement by One Hundred Fifty -Two Thousand Three Hundred Twenty -One Dollars and Ninety -Five Cents ($152,321.95), from One Million Five Hundred Twenty -Three Thousand Two Hundred Nineteen Dollars and Fifty -Four Cents ($1,523,219.54) to One Million Six Hundred Seventy - Five Thousand Five Hundred Forty -One Dollars and Forty -Nine Cents ($1,675,541.49). Background On September 9, 2019, OCI entered into an Agreement with the Consultant for professional design services for an adaptive redesign of Jose Marti Park. The Agreement was approved by action of the City Manager in accordance with Resolution No. 19-0187, adopted on May 9, 2019, for an amount of $1,523,219.54. The City required the Consultant to estimate the fiscal impact of a comprehensive Master Plan intended to serve as a strategic blueprint to guide the development, management, and long-term sustainability of Jose Marti Park. Due to limited funding at the time the original contract was awarded, the Agreement did not include the standard ten percent (10%) Owner's Contingency Allowance. The current capacity of the original Agreement has now been fully used; therefore, the Consultant cannot be further engaged for the purposes of obtaining a fee proposal related to a comprehensive Master Plan requested by the City. In order to retain the Consultant to provide, said Master Plan -related services, the City intends to add 10% Owner's Contingency Allowance to the Agreement, so these additional services can be authorized and paid for at the City's discretion. To fulfill the funding needs for Master Plan -related services, additional funding to increase the capacity of the Agreement with the Consulting authorized pursuant to RFQ 17-18-061 is required. Therefore, OCI seeks to increase the contract capacity of said Agreement by ten percent (10%) or $152,321.95, thereby increasing the Agreement value from $1,523,219.54 to $1,675,541.49. ['Approved ['Denied DocuSigned by: FlA®gA6 6.44/\.. Asael Marrero, Assistant City Manager March 27, 2026 1 09:54:11 EDT Date: c: Erica T. Paschal Darling, CPA, Assistant City Manager/Chief Financial Officer Thomas Fossler, Assistant City Attorney, Office of the City Attorney Annie Perez, CPPO, Chief Procurement Officer/Director, Procurement Fernando V. Ponassi, MA Arch., MA PPA, LEED°APBD+c Assistant Director, Procurement Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA ,Y COMMISSION, WITH ATTACHMENT(S), AMENDING THE CITY OF MIAMI'S LI... Miami FL Resolution R-19-0187 ADO pTED MaY 9, 2019 g. 00 AM A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AMENDING THE CITY OF MIAMI'S LIST OF EXPEDITED PROJECTS PURSUANT TO SECTION 18-117 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), TITLED "ECONOMIC STIMULUS AWARDS AND AGREEMENTS," BY REPLACING THE CURRENT "ATTACHMENT A - 9/10/14 REVISED," WITH "ATTACHMENT A - 4/12/19 REVISED," ATTACHED AND INCORPORATED, FOR THE PURPOSE OF INCLUDING UPCOMING CAPITAL IMPROVEMENT SOLICITATIONS AND PROJECTS WITH FUNDING ALLOCATED FROM THE "MIAMI FOREVER BOND;" AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL AGREEMENTS AND OTHER DOCUMENTS, INCLUDING ANY AMENDMENTS AND EXTENSIONS, SUBJECT TO ALL ALLOCATIONS, APPROPRIATIONS, AND BUDGETARY APPROVALS HAVING BEEN PREVIOUSLY MADE, IN COMPLIANCE WITH ALL APPLICABLE PROVISIONS OF THE CITY CODE, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AND IN COMPLIANCE WITH ALL APPLICABLE RULES AND REGULATIONS, AS MAY BE NECESSARY FOR SAID PURPOSE. Information Department: Office of Capital Sponsors: Commissioner Wifredo Improvements (Willy) Gort Category: Other Attachments Agenda Summary and Legislation 5787 Exhibit 5787 Pre -Legislation Financial Impact OCI Project No.: Miami Forever Bond Body/Legislation VVHEREAS, Section 18-117 of the Code of the City of Miami, Florida, as amended ("City Code"), titled "Economic stimulus awards and agreements," established measures to stimulate the local economy by creating a process to expedite the award of professional services agreements and contracts for certain projects identified in an Attachment "A" of said Ordinance; and VVHEREAS, in accordance with Sections 287.055 and 255.20, Florida Statutes, respectively, Section 18-117 also authorizes the City Manager to advertise for, receive, review, reject, and evaluate responses and award contracts for the listed projects; and VVHEREAS, pursuant to Section 18-117(b) of the City Code, the City Commission may add or delete projects from Attachment "A" by Resolution; and VVHEREAS, Resolution No. 14-0372 adopted September 29, 2014 replaced the original Attachment "A" with the current Attachment "A — 9/10/14 REVISED"; and VVHEREAS, the City desires to replace the current Attachment "A — 9/10/14 Revised," with Attachment "A — 4/12/19 Revised," attached and incorporated, for the purpose of including upcoming capital improvement https://miamifl.igm2.com/Citizens/Detail_LegiFile.aspx?ID=5787&highlightTerms=19-0187&Print=Yes 1/3 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA ,Y COMMISSION, WITH ATTACHMENT(S), AMENDING THE CITY OF MIAMI'S LI... solicitations; and VVHEREAS, on November 7, 2017, the registered voters of the City of Miami ("City") approved by referendum ballot for the City to issue General Obligation Bonds in an aggregate principal amount not to exceed Four Hundred Million Dollars ($400,000,000.00) with interest payable at or below the maximum rate allowed by law, payable from ad valorem taxes levied on all taxable property within the City, providing that the capital projects' debt millage not exceed the current rate of 0.5935, for capital projects addressing the reduction of flooding risks, the improvement of storm water infrastructure, the enhancement of public safety, the provision of affordable housing, economic development, parks, cultural facilities, streets, and infrastructure ("Miami Forever Bond"); and VVHEREAS, considering these projects require efficiency across planning, procurement, and implementation of program components, the City's Office of Capital Improvements ("OCI") and the City Manager recommend replacing Attachment "A — 9/10/14 Revised" with Attachment "A - 4/12/19 Revised," attached and incorporated, which is inclusive of upcoming OCI solicitations and construction projects; and VVHEREAS, pursuant to Section 18-117(e) of the City Code, amongst the requirements for such projects, the City's Office of Management and Budget ("Budget") will perform a review of budgetary availability prior to the time of award of any contract for the same; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. Amendment of the City's list of expedited projects pursuant to Section 18-117 of the City Code by replacing the current Attachment "A — 9/10/14 Revised" with Attachment "A - 4/12/19 Revised," attached and incorporated, for the purpose of including upcoming capital improvement solicitations and projects is hereby authorized. Section 3. The allocation of funding for the list of expedited projects from the Miami Forever Bond is hereby authorized. Section 4. In accordance with Sections 287.055 and 255.20, Florida Statutes, respectively, and pursuant to Section 18-117 of the City Code, the City Manager is authorized[1] to advertise for, receive, review, reject, evaluate, award, and execute contracts, including professional services agreements and construction contracts, for the projects identified in Attachment "A - 4/12/19 Revised," attached and incorporated. Section 5. The City Manager is further authorized) to negotiate and execute any and all agreements and other documents, including any amendments and extensions, subject to all allocations, appropriations, and budgetary approvals having been previously made, in compliance with all applicable provisions of the City Code, in a form acceptable to the City Attorney, and in compliance with all applicable rules and regulations, as may be necessary for said purpose. Section 6. This Resolution shall become effective immediately upon its adoption and signature by the Mayor. [1] The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to, those prescribed by applicable City Charter and City Code provisions. [2] If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. Meeting History May 9, 2019 9:00 AM City Commission Regular Meeting RESULT: ADOPTED [UNANIMOUS] MOVER: Keon Hardemon, Commissioner, District Five https://miamifl.igm2.com/Citizens/Detail_LegiFile.aspx?ID=5787&highlightTerms=19-0187&Print=Yes 2/3 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA ,Y COMMISSION, WITH ATTACHMENT(S), AMENDING THE CITY OF MIAMI'S LI... SECONDER: Wifredo (Willy) Gort, Commissioner, District One AYES: Ken Russell, Wifredo (Willy) Gort, Joe Carollo, Manolo Reyes, Keon Hardemon Powered by Granicus https://miamifl.igm2.com/Citizens/Detail_LegiFile.aspx?ID=5787&highlightTerms=19-0187&Print=Yes 3/3 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT EXHIBIT 1 CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS/PLANNING DEPARTMENT PROFESSIONAL SERVICES AGREEMENT Service Category Professional Services Agreement Contract Type Professional Design Services for "Keeping Current: Adaptive Redesign for Jose Marti Park" Project Consultant Curtis + Rogers Design Studio, Inc. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 4 ARTICLE 2 GENERAL CONDITIONS 6 2.01 TERM 6 2.02 SCOPE OF SERVICES 6 2.03 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS. 6 2.04 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 ATTRIBUTION 10 7.03 DELIVERY UPON REQUEST OR CANCELLATION 10 7.04 RE -USE BY CITY 10 7.05 NON -DISCLOSURE 10 7.06 MAINTENANCE OF RECORDS; PUBLIC RECORDS 10 7.07 E-VERIFY 11 ARTICLE 8 INDEMNIFICATION 11 ARTICLE 9 INSURANCE 12 9.01 COMPANIES PROVIDING COVERAGE 12 9.02 VERIFICATION OF INSURANCE COVERAGE 12 9.03 FORMS OF COVERAGE 12 9.04 MODIFICATIONS TO COVERAGE 13 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 14 10.07 INTERPRETATION 15 10.08 JOINT PREPARATION 15 Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 1 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 10.09 PRIORITY OF PROVISIONS 15 10.10 MEDIATION - WAIVER OF JURY TRIAL 15 10.11 TIME 16 10.12 COMPLIANCE WITH LAWS 16 10.13 NO PARTNERSHIP 16 10.14 DISCRETION OF DIRECTOR 16 10.15 RESOLUTION OF CONTRACT DISPUTES 16 10.16 INDEPENDENT CONTRACTOR 17 10.17 CONTINGENCY CLAUSE 17 10.18 THIRD PARTY BENEFICIARY 17 10.19 ADDITIONAL TERMS AND CONDITIONS 17 ATTACHMENT A - SCOPE OF WORK 21 ARTICLE Al GENERAL 21 A1.01 PURPOSE 22 A1.02 SCOPE OF SERVICES 22 A1.03 WORK ORDERS 26 A1.04 PAYMENTS 26 ARTICLE A2 OVERVIEW OF PROFESSIONAL DESIGN SERVICES 27 A2.01 PHASE I: DEVELOPMENT OF FIND GRANT IMPROVEMENTS 27 A2.02 PHASE II: ADAPTATION MASTER PLAN 33 A2.03 PHASE III: BIDDING AND CONSTRUCTION ADMINISTRATION 37 A3.01 GENERAL 40 A3.02 EXAMPLES 40 A3.03 ADDITIONAL DESIGN 41 ARTICLE A4 REIMBURSABLE EXPENSES 41 A4.01 GENERAL 41 A4.02 SUBCONSULTANT REIMBURSEMENTS 42 ARTICLE A5 CITY'S RESPONSIBILITIES 42 A5.01 PROJECT AND SITE INFORMATION 42 A5.02 CONSTRUCTION MANAGEMENT 42 SCHEDULE Al - SUBCONSULTANTS 43 SCHEDULE A2 - KEY STAFF 43 ARTICLE B1 METHOD OF COMPENSATION 44 B1.01 COMPENSATION LIMITS 44 B1.02 CONSULTANT NOT TO EXCEED 44 ARTICLE B2 WAGE RATES 44 B2.01 FEE BASIS 44 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 44 B2.03 MULTIPLIER 44 B2.04 CALCULATION 44 B2.05 EMPLOYEE BENEFITS AND OVERHEAD 45 B2.06 ESCALATION 45 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 45 B3.01 LUMP SUM 45 B3.02 HOURLY RATE FEES 45 B3.03 REIMBURSABLE EXPENSES 45 B3.04 FEES FOR ADDITIVE OR DEDUCTIVE ALTERNATES 46 B3.05 FEES FOR ADDITIONAL SERVICES 46 B3.06 PAYMENT EXCLUSIONS 46 B3.07 FEES RESULTING FROM PROJECT SUSPENSION 46 ARRICLE B4 PAYMENTS TO THE CONSULTANT 47 B4.01 PAYMENTS GENERALLY 47 B4.02 FOR COMPREHENSIVE BASIC SERVICES 47 B4.03 BILLING - HOURLY RATE 47 B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 47 B4.05 DEDUCTIONS 47 ARTICLE B5 REIMBURSABLE EXPENSES 47 B5.01 GENERAL 47 B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS 48 ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 48 B6.01 GENERAL 48 SCHEDULE B1 - WAGE RATES SUMMARY 49 SCHEDULE B2 - CONSULTANT INVOICE 50 Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 2 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS/PLANNING DEPARTMENT PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Consultant Consultant Office Location Professional Services Agreement Professional Design Services for "Keeping Current: Adaptive Redesign for Jose Marti Park" Project (RFQ No. 17-18-061) Curtis + Rogers Design Studio, Inc. 7520 S. Red Road, Suite M, Miami, FL 33143 THIS PROFESSIONAL SERVICES AGREEMENT ("PSA" or "Agreement") made this 9th day of September in the year 2019 by and between THE CITY OF MIAMI, FLORIDA, hereinafter called the "City," and CURTIS + ROGERS DESIGN STUDIO, INC., hereinafter called the "Consultant." RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 17-18-061 on January 23, 2019 for the provision of Professional Design Services for "Keeping Current: Adaptive Redesign for Jose Marti Park" Project ("Services") and the Consultant's proposal ("Proposal"), in response thereto, was selected as the most qualified for the provision of said Services. The RFQ and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are, by this reference, expressly incorporated into and made a part of this Agreement as if set forth in full. The Solicitation Documents are deemed as being attached hereto and incorporated by reference herein as supplemental terms, providing, however, that in the event of any conflicts(s) 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, to provide the professional services as described herein. WITNESSETH, that the City and the Consultant, for the considerations herein set forth, agree as follows: Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 3 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA 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 Commission means the legislative body of the City of Miami. 1.09 Consultant means the individual, partnership, corporation, association, joint venture, or any combination thereof, of properly registered professional architects, or engineers, or surveyors and mappers, as applicable, which has entered into this Agreement to provide professional services to the City. 1.10 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. 1.11 Department means or refers to the City of Miami's Planning Department ("Planning"), and by extension, to the Office of Capital Improvements ("OCI"), as Owner's Representative. 1.12 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 Planning and/or OCI or their authorized designee. 1.13 Errors means items in the plans, specification or other documents prepared by the Consultant that are shown incorrectly, which results in a change to the Services and results in the need for the Contractor to perform rework or additional work or which causes a delay to the completion of construction. 1.14 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 functionor be built as intended. 1.15 Inspector means an employee of the City or of a consulting firm hired by the City and assigned by the City to make observations of Work performed by a Contractor. 1.16 Notice to Proceed ("NTP') means the same as "Authorization to Proceed." A duly authorized written letter or directive issued by the Director or Project Manager acknowledging that all conditions precedent have been met and/or directing that the Consultant may begin work on the Project. 1.17 Omissions means items that are not shown or included in the plans, specifications, or other documents prepared by the Consultant which are necessary for the proper and/or safe operation of the Project or required to meet the Scope of Services. Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 4 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 1.18 Primary Services means those Services considered by City to be fundamental to the successful management of the Project as stated in the RFQ, and in Attachment A of this Agreement. 1.19 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. 1.20 Program means the City's multi -year Capital Improvements Program, prepared on an annual basis that details the planned financial resources and implementation schedule and strategies for the City's capital projects over a five (5) year period. 1.21 Project means the 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. 1.22 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. 1.23 Professional Services Agreement ("Agreement" or "PSA") means this Agreement, all attachments, and any authorized amendments thereto. In the event of a conflict between the Request for 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. 1.24 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. 1.25 Risk Management Administrator means the City's Risk Management Director, or their designee, or the individual named by the City Manager to administer matters relating to insurance and risk of loss for the City. 1.26 Scope of Services or Services means a comprehensive description of the activities, tasks, 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. 1.27 Small Business Enterprise ("SBE") formerly referred to as Community Business Enterprise ("CBE"), means a firm that has been certified by Miami -Dade County, who will provide architectural, landscape architectural, engineering, or surveying and mapping professional services to the Consultant as required pursuant to City Code Section 18-87. 1.28 Subconsultant means a person or organization of properly registered professional architects, engineers, registered surveyor, or mapper, and/or other professional specialties, who have entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1.29 Van Alen Institute means a New York City -based non-profit organization who, pursuant to a gift agreement with the City, will work collaboratively with the Consultant as necessary in the provision of the Consultant's services under this Agreement. 1.30 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. 1.31 Work means all services, materials and equipment provided by/or under this Agreement with the Consultant. 1.32 Work Order means a document internal to the City, which authorizes the performance of specific professional services for a defined Project or Projects. Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 5 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 1.33 Work Order Proposal means a document prepared by the Consultant, at the request of the City for Services to be provided by the Consultant on a specific phase of a Project. ARTICLE 2 GENERAL CONDITIONS 2.02 TERM The term of this Agreement shall take effect the date written above upon its execution by the authorized officers and shall terminate upon satisfaction and completion of all the terms and conditions of the Project by the Consultant. 2.01-1 Extension of Expiration Date In the event the Consultant is engaged in any Project(s) on the Agreement expiration date, then this Agreement shall not expire and shall remain in effect until completion or termination of said Project(s). No new Work Orders shall be issued after the expiration date. 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 (to be determined), which is incorporated into and made a part of this Agreement. 2.04 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS (Formerly referred to as COMMUNITY BUSINESS ENTERPRISE ("CBE"), REQUIREMENTS ORDINANCE 13331, codified as Section 18-87(p), City Code. Prospective Firms 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, Small Business Development Office website at http://www.miarnidade.gov/smallbusiness/certification-programs.asp. Failure to adhere to these requirements will cause the firm to be disqualified as nonresponsive or at a subsequent time cause the 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, hereto, which is incorporated into this Agreement; provided, however, that in no event the amount of compensation for Phases 1 and 2 shall exceed the total value at the time of award, or $1,523,219.54 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 lump sum fee for basic services under Phase 1 shall not exceed $890,000.00, and the fee for Phase 2 shall not exceed $623,219.54. The total not -to -exceed contract amount includes $10,000.00 for Reimbursable Expenses allowed under the Contract. 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, fee, 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(2), Florida Statutes, CCNA, for Continuing Contracts. 2.05-1 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 Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 6 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 other person or firm. 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL Director or their designee may make written requests to the Consultant for the prompt removal and replacement of any personnel employed or retained by the Consultant, or any 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 the Director's authorized designee and to complete each assignment, task, or phase within the time stipulated in the NTP. Time is of the essence with respect to performance of Work under this agreement. A reasonable extension of the time for completion of various assignments, tasks, or phases may be granted by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be cause for any claim by the Consultant for additional compensation or any damages. 3.05 STANDARD OF CARE Consultant shall perform its services with the skill and care ordinarily employed by similar professionals performing similar services for similar projects. 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 and Chapter 481 (Architecture, Landscape Architecture, and Interior Design) of the Florida Statutes, as amended. Consultant shall perform due diligence, in accordance with industry standard 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. Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 7 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA 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 the Consultant's 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 architecture and/or 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 Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 8 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 said notice, after which time, the City may terminate the Agreement. The City, at its sole and absolute discretion, may allow additional days to perform any required cure if the Consultant provides written justification deemed reasonably sufficient. If the Default has not been corrected by the Consultant within the time specified, the Agreement may be automatically terminated on the last day of the time stipulated in said notice, without the necessity of any further action by the City. Should any such failure on the part of the Consultant be due to a condition of Force Majeure as that term is interpreted under Florida law, then the City may allow an extension of time reasonably commensurate with the cause of such failure to perform or cure. ARTICLE 6 TERMINATION OF AGREEMENT 6.01 CITY'S RIGHT TO TERMINATE The City, including the City Manager or the Director, has the right to terminate this Agreement for any reason or no reason, upon ten (10) business days' written notice. Upon termination of this Agreement, all charts, sketches, studies, drawings, and other data and/or documents, including all electronic copies related to Work authorized under this Agreement, whether finished or not, must be turned over to the Director or designee. The Consultant shall be paid in accordance with provisions of Attachment B, provided that said documentation is turned over to Director within ten (10) business days of termination. Failure to deliver the documentation timely, 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. Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 9 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 The Consultant agrees and acknowledges that the City and Van Alen Institute ("Van Alen") may use the Consultant's proposal for all reasonable purposes and for no additional fee, including utilizing the Consultant's proposal for purposes of exhibition, marketing, and publication and/or any other non- commercial purpose. The Consultant will be credited for the use of its proposal for any purposes related to the RFQ, exhibition, marketing, publication, or any non-commercial purpose. Neither the City nor Van Alen shall bear responsibility for any unauthorized use of the Consultant's proposal by any third party. 7.02 ATTRIBUTION 7.02-1 The Consultant agrees that when referencing the Project, in any written, digital, or oral form, it will: ■ Make appropriate reference to the respective roles of the City and Van Alen, and incorporate logos of both the City of Miami and Van Alen, where feasible, including but not limited to all social media and press outreach. Any communication to outside entities, organizations, or the public at large regarding the Project, whether in written, digital, or oral form, shall be pre - approved by the City's Communications Department; ■ Will credit the City and Van Alen as partners in the Project, where feasible, in the following form: "Keeping Current: Jose Marti Park is a partnership between the City of Miami and the Van Alen Institute. Keeping Current is a project of the Van Alen Institute." 7.03 DELIVERY UPON REQUEST OR CANCELLATION Failure by the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director or designee within ten (10) business days of cancellation, or within ten (10) business days of request by the City, shall be just cause for the City to withhold payment of any fees due the Consultant until the Consultant delivers all such documents. The Consultant shall have no recourse from these requirements. 7.04 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. 7.05 NON -DISCLOSURE To the extent allowed by law, the Consultant agrees not to divulge, furnish, or make available to any third person, firm or organization, without Director's or their designee's prior written consent, or unless incident to the proper performance of the Consultant's obligations hereunder, or in the course of judicial or legislative proceedings 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. 7.06 MAINTENANCE OF RECORDS; PUBLIC RECORDS The Consultant shall keep adequate records and supporting documentation, which concern or reflect its Services hereunder. Records subject to the provisions of the Public Records Law, Florida Statutes Chapter 119, shall be kept in accordance with the applicable statutes. Otherwise, the records and documentation shall be retained by the Consultant for a minimum of three (3) years from the date of termination of this Agreement or the date the Project is completed, whichever is later. The City, or any duly authorized agents or representatives of the City, shall have the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the three (3) year period noted above, provided, however, such activity shall be conducted only during normal business hours. Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keeping and maintaining public records required by the City to perform the service; (2) upon request from the City's custodian of public records, providing the City with a copy of the requested records or allowing the records to be inspected or copied within a reasonable time at a cost that does not Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 10 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 exceed the cost provided in this chapter or as otherwise provided by law; (3) ensuring 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, transferring, at no cost, to the City all public records in possession of the contractor or keeping and maintaining 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 PUBLICRECORDSCa�MJAMIGOV.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. 7.07 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 Consultant shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, Van Alen, and their officers, agents, directors, and/or employees, from all liabilities, damages, losses, judgements, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused in whole or in part by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Consultant and persons employed or utilized by Consultant in the performance of this Contract. Consultant shall further, indemnify, hold and save harmless, and defend (at its own cost), the City, Van Alen, and their officials and/or employees, against any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted 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 or Van Alen by reason of any such claim or demand, the Consultant shall, upon written notice from the City and Van Alen, resist and defend such action or proceeding by counsel satisfactory to the City and Van Alen. The Consultant expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by the Consultant shall in no way limit the responsibility to indemnify, hold and save harmless, and defend the City, Van Alen, and their officers, employees, agents, and instrumentalities as herein provided. The indemnification provided above shall obligate the Consultant pre and post construction to defend, at its own expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City and/or Van Alen's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City and/or Van Alen, whether performed by the Consultant, or persons employed or utilized by Consultant. These duties will survive the cancellation or expiration of the Contract. This Section will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Sections 725,06 and/or 725.08, Florida Statutes, as applicable and as amended. Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 11 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Consultant shall require all sub -consultant agreements to include a provision that each sub -consultant will indemnify the City and Van Alen in substantially the same language as this Section. The Consultant agrees and recognizes that neither the City nor Van Alen shall be held liable or responsible for any claims which may result from any actions or omissions of the Consultant in which the City and/or Van Alen 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 and Van Alen in no way, assume or share any responsibility or liability of the Consultant or sub -consultant under this Contract. Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and the Consultant acknowledges sufficiency of which, voluntarily and knowingly. ARTICLE 9 INSURANCE The Consultant shall not start Services under this Agreement until the Consultant has obtained and provided to the City all insurance required hereunder and the City's Risk Management Administrator or their authorized designee, has approved such insurance. Should the Consultant not maintain the insurance coverage required in this Agreement, the City may cancel this Agreement or, at its sole discretion, shall purchase such coverage and charge the Consultant for such coverage purchased. The City shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverage purchased or the insurance company or companies used. The decision of the City to purchase such insurance coverage shall in no way be construed to be a waiver of its rights under this Agreement. Please see Attachment A, "Insurance Addendum," for insurance definitions, requirements, and conditions. 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 Risk Management Administrator for review and approval prior to the execution of this Agreement. The Certificates shall clearly indicate that the Consultant has obtained insurance of the type, amount, and classification required by these provisions, in excess of any pending claims at the time of contract award to the Consultant. The Consultant shall maintain coverage with equal or better rating as identified herein for the term of this Agreement. The Consultant shall provide written notice to the City's Department of Risk Management of any material change, cancellation and/or notice of non -renewal of the insurance within thirty (30) calendar days of the change. The Consultant shall furnish copies of insurance policies pertaining to this Agreement to Risk Administrator within ten (10) business days of written request. 9.03 FORMS OF COVERAGE 9.03-1 Commercial General Liability and Automobile Liability The Consultant shall maintain commercial general liability coverage written on a primary and non- contributory basis, with limits of at least $1,000,000.00 per occurrence, $2,000,000.00 aggregate for bodily injury and property damage. The coverage shall include Premises and Operations, Contingent and Contractual Liability, and Products and Completed Operations, with additional endorsements as applicable. Waiver of Subrogation applies in favor of the certificate holder. The coverage shall be written on a primary and non-contributory basis with the City and Van Alen 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 and Van Alen 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. Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 12 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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, Wavier of Subrogation, and Employer's Liability with limits in the amount of $100,000.00 for bodily injury caused by an accident, per accident, $100,000.00 for bodily injury caused by disease, per employee, and a policy 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. 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 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, or 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. Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 13 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 The Consultant and the City each binds one another, their partners, successors, legal representatives and authorized assigns to this Agreement and to the partners, successors, legal representatives, and assigns of such other 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 attorneys' fees. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by electronic mall, and registered United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice: For City of Miami: Emilio T. Gonzalez, Ph.D. City Manager City of Miami 444 SW 2nd Avenue, 10th Floor Miami, FL 33130-1910 Email: ETGonzalezc(D,miamigov.com Phone: 305-416-1025 Annie Perez, CPPO Director, Department of Procurement City of Miami 444 SW 2nd Avenue, 6th Floor Miami, FL 33130-1910 Email: annieperez a(�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, FL 33130-1910 Email: VictoriaMendez(cfmiamigov.com Phone: 305-416-1832 With Copies to: Francisco J. Garcia Director, Planning Department City of Miami 444 SW 2nd Avenue, 3rd Floor Miami, FL 33130-1910 Email: FGarciaCa�miamigov.com Phone: 305-416-1470 Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 14 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Steven C. Williamson Director, Office of Capital Improvements City of Miami 444 SW 2nd Avenue, 8th Floor Miami, FL 33130-1910 Email: SWilliamsonamiamigov.com Phone: 305-416-1225 For Consultant: Aida M. Curtis, ASLA Principal Curtis + Rogers Design Studio, Inc. 7250 S. Red Road, Suite M Miami, FL 33143 Email: Aidacurtisrogers.com (305) 442-1774 10.07 INTERPRETATION The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of strict construction shall be applied against either party hereto. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all the subsections of such Section, unless the reference is made to a subsection or subparagraph of such Section or Article. 10.08 JOINT PREPARATION Preparation of this Agreement has been a joint effort of the City and the Consultant and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other. 10.09 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given effect. 10.10 MEDIATION - WAIVER OF JURY TRIAL In an effort to engage in a cooperative effort to resolve conflict which may arise during the course of the design and/or construction of the subject project(s), and/or following the completion of the projects(s), the parties to this Agreement agree all disputes between them shall be submitted to non -binding mediation prior to the initiation of litigation, unless otherwise agreed in writing by the parties. A certified Mediator, who the parties find mutually acceptable, will conduct any Mediation Proceedings in Miami -Dade County, State of Florida. The parties will split the costs of a certified mediator on a 50/50 basis, The Consultant agrees to include such similar contract provisions in the agreements with all Subconsultants and/or independent contractors retained for the project(s), thereby providing for non -binding mediation as the primary mechanism for dispute resolution. Each party shall bear their own attorneys' 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. Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 15 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. Consultant shall not be deemed in default of this Agreement to the extent that any delay or failure in the performance of Consultant's obligations results from any cause beyond its reasonable control and without its negligence. 10.12 COMPLIANCE WITH LAWS To the extent required by the Consultant's standard of care, 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. 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 Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 16 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 resolution, is required prior to the Consultant being entitled to seek judicial relief in connection therewith. Should the amount of compensation hereunder exceed $500,000, the City Manager's decision shall be approved or disapproved by City Commission. The Consultant shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by City Commission if applicable; or (ii) a period of sixty (60) calendar days has expired after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation, or a period of (90) calendar days has expired where the City Manager's decision is subject to City Commission approval; or (iii) The City has waived compliance with the procedure set forth in this section by written instrument(s) signed by the City Manager. 10.16 INDEPENDENT CONTRACTOR The Consultant has been procured and is being engaged to provide services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, the Consultant shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. The Consultant further understands that Florida Workers' Compensation benefits available to employees of the City are not available to the Consultant and agrees to provide workers' compensation insurance for any employee or agent of the Consultant rendering services to the City under this Agreement. 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. Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 17 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA 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: Signatur, CURTIS + ROGERS DESIGN STUDIO, INC., a Florida Corporation Signature tr (la I` . Cal; s , Pv„ , Print Name, Title Print name, Title of Authorized Officer or Official ATTEST: Cor(s ultant Secretary (Affirm Consultant Seal, if available) ATTEST: APPROVED AS TO INSURANCE REQUIREMENTS: ; Ann Marie Sharpe, Director Risk Management pepartment (Corporate Seal) CITY OF MIAMI, a municipal c+rporation of the of Florida fithAiatin Emilio T. Gonzalez, Ph.D city Manager APPROVED AS PTO LEGAL FORM AND CORRECT,NES': - / V toria Mendez; City Attorney .,, cr Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 18 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA 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 Royers- desiy) , Inc. , a corporation organized and existing under the laws of trie State of 17 icl a , held on the leriktlay of 'Sant) ark/ , 20 19 , a resolution was duly passed and adopted authorizing (Name) Nicia IV? Cor4 i 5 as (Title) PI e_ 4(4 nt of the corporation to execute agreements on behalf of the corporation and providing that their execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. I further certify that said resolution remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this 1 , day of Sep-J-(11,4er, 20 19 . --2Secretary: Print: o evoi -tee (Roy-0 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. IN WITNESS WHEREOF, I have hereunto set my hand this , day of 20 Partner: Print: Names and addresses of artners: Name Street Address City State Zip Professional Design Services for "Keeping Current: Adaptive Redesign for Jose Marti Park" Project 19 RFQ No. 17-18-061 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA 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 (�r"j CI a SS: COUNTY OF M t J vn I ►Delc)e ) C; -I-h The foregoing instrument was acknowledged before me this day of 'ern n Ler. , 20 ICI , by A icl a VI, CI .Vr4-- j 5 , who is personally known to me or who has produced j ar,e,Dr1,4L I<. r' (-,c L)(\ as identification and who (did / did not) take an oath. AlAsy:A— S'Gi� URE OF NOT UBLIC TAT OF FLORIDA eparloara a,-t. PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC BARBARA DIAZ Notary Public - State of Florida o .°° My Comm, ExpireGMart1742 24, 2023 Bonded through National Notary Assn. .► —.suers sae Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 20 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL The Consultant shall perform the specialty design work and provide professional design services for "Keeping Current: Adaptive Redesign for Jose Marti Park" Project (the "Project"). Consultant shall provide said services in accordance with Section §287.055 Florida Statutes, as amended, Consultants' Competitive Negotiations Act ("CCNA"). Keeping Current, a project by the Van Alen Institute (Van Alen), looks to create implementable, and replicable solutions to sea level rise through the lenses of economy, ecology, and equity. Van Alen is a New York City -based non-profit organization that collaborates with communities, scholars, policymakers, and professionals on local and global initiatives to investigate rigorously the most pressing social, cultural, and ecological challenges of tomorrow. Keeping Current is a series of initiatives that invites interdisciplinary teams to develop solutions and strategies to combatting sea level rise through the lenses of economy, ecology, and equity. South Florida has become emblematic for the threats of climate change. Due to its unique geographical conditions, the region needs to adapt in ways never seen before. With a significant amount of investment for water - infrastructure improvements and new development in the coming decade, architects, engineers, scientists, government officials, and the public will have many opportunities to make South Florida a global model for climate change adaptation. Keeping Current is part of Van Alen's broader inquiry into how cities and communities can use design as a catalyst for adapting to climate change. Over the past six years, Van Alen has been exploring these issues through a variety of research projects, public programs, and design competitions. Pursuant to a gift agreement between the City and Van Alen, Van Alen will work collaboratively with the Consultant as necessary in the provision of the Consultant's services under this Agreement, including but not limited to: • Participating in calls with the City and the Consultant to develop a design that incorporates flood protection and adaptive sea -level rise protection into a park redesign. Consultant acknowledges that Van Alen will provide input on creative and innovative solutions through the Adaptive Master Plan, as part of a collaborative effort throughout the process. ■ Providing input from a "peer review" team of field experts (architects, park/landscape designers, resiliency and sea -level rise experts, etc.) to be evaluated and considered for incorporation into the conceptual design for the Project. The "peer reviews" may be coordinated with the City, and may occur twice during the Adaptive Master Plan Participating actively and constructively in the community engagement process. The community outreach process will be developed with the City and led by Van Alen and will include 2 public events where the Consultant will interact with the general public and review designs as they are developed. Consultant acknowledges that the resources for and structure, number, and format of such events will be determined by the City, with Van Alen's input, and the Consultant's attendance at all such public events is mandatory by at least one (1) representative of the Consultant. The Consultant may be required to prepare materials in advance of those events. New developments and redesigns such as Jose Marti Park's must anticipate the need for communities to live with water. As part of Keeping Current: Jose Marti Park, the City and Van Alen are seeking to procure a qualified and experienced professional design services team to develop a visionary and implementable climate -adaptive design solution for Jose Marti Park in East Little Havana. Situated on the eastern edge of Little Havana, along the Miami River, Jose Marti Park is uniquely positioned to serve as a model for adaptive waterfront parks. Innovative and thoughtful design will allow the park to minimize flood impacts to the surrounding neighborhood, adapt to sea level rise over time, and enhance waterfront access for residents. The Consultant shall provide design services in two phases: Phase I will consist of developing a design and producing construction drawings for the implementation of a FIND Grant Program including the replacement of 700 linear feet of damaged seawall, a new kayak launch, new Riverwalk, replacement of erosion control pavers, a water taxi stop station, shoreline stabilization and high tide resiliency. Phase 2 will involve Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 21 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 development of an Adaptive Master Plan with the City, Van Alen, and the community. The park redesign and construction is estimated to be a multimillion -dollar project, and the Consultant shall be selected in accordance with Florida Statute Section 287.055, CCNA, as amended. The City may also require the Consultant to perform surveying, geotechnical investigations and testing, landscape architecture, roadway lighting, traffic study, public involvement, and related services if necessary for the design and preparation of construction documents for the Project. A1.01 PURPOSE A1.01-1 The site, located at 351 SW 4th Street, Miami, FL 33144, is a popular recreational space that is embedded in a community rich with culture. As part of the Keeping Current competition, the City and Van Alen are seeking a team to develop an Adaptive Master Plan that explores how the park's design can adapt to current and future flood risks associated with climate change. An interdisciplinary approach is required to address the full scope of challenges and threats posed by rising sea levels, more intense rainstorms, and increased heat, protecting critical assets and resources while enhancing everyday life through excellent design. Central to this design process is a robust participatory design practice. The Consultant will work with the City and Van Alen to ensure that this treasured public space truly serves the needs and desires of the Little Havana community. The City and Van Alen will jointly lead the community -engaged process throughout Phases 1 and 2 of the project. To help situate applicants in the Miami context, Van Alen developed the "Keeping Current Resource Guide." The Guide shares information on various local approaches to climate change adaptation and gathers together reports, articles, online mapping tools, and other information that can inform the teams' work. It aggregates best practices shared by local academics at the University of Florida, University of Miami, Florida International University, and Florida Atlantic University, the work of the Southeast Florida Regional Climate Compact, and interviews with leaders across the country. As part of the larger Keeping Current initiative, Van Alen fundraised for resources to help the City of Miami imbed climate adaptation into this redesign project, developed the framework for implementation, and identified the multiple project partners who have given input on this RFQ. Ultimately, this is a City of Miami project that is subject to city processes and regulations. A1.01-2 The Consultant agrees to provide comprehensive Professional Services in accordance with all applicable laws, building, and environmental regulations, including the Florida Building Code and the City of Miami, Florida, Code of Ordinances, and as set forth in this Agreement and further enumerated in a Work Order. Consultant may be required to perform all or some of the services described in this Agreement, depending on the needs of the City for the Project. Consultant shall furnish, as Basic Services, comprehensive professional design services for the Project. A1.01-3 The City will phase the Work required to complete the Project so that the Project is designed and constructed in the most logical, efficient, and cost-effective manner. The Consultant shall be directed to proceed with each phase of the Project through the use of Work Order Proposals and Work Orders. A1.02 SCOPE OF SERVICES A1.02-1 The Challenge The Consultant shall work with the City, Van Alen, and the Little Havana community to develop schematic designs and an adaptive master plan for Jose Marti Park that will provide an implementable solution to flooding in the short term and will adapt to sea level rise in the future. Designs should be replicable at sites of a similar condition at or near sea level, near a body of water, and subject to flooding. In this way, designs should present a new model for development in the region. As designs will be refined in partnership with the City and through community input, initial proposals should outline how the design can respond to Little Havana's history and needs, and can enhance user experience of the park, taking into account waterfront access and public programming. Designs should also incorporate thinking on the park's potential economic impacts. A1.02-2 Background Jose Marti Park is a 13-acre, multiuse recreational space located in Little Havana, a vibrant community near Downtown Miami. It is one of a mix of public and private amenities located along the Miami River, Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 22 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 a 5.5-mile working river. The park currently includes various programming amenities, such as a riverwalk, community center, youth baseball field, playground, open space, and out -door game tables. There is also a swimming pool, a series of outdoor fitness equipment, and an outdoor basketball complex. The site includes a new, state-of-the-art two-story gymnasium and parking for 100 vehicles. The park hosts afterschool programs for a neighboring elementary school, weekly yoga for locals, and baseball games for little league teams. Little Havana is a proudly Hispanic neighborhood. Once predominantly Jewish, it became increasingly Cuban as it served as a landing pad for families fleeing Cuba's Communist regime in the 1960s. Thereafter, the neighborhood became a popular landing spot for Hispanic immigrants from many countries, and it is still considered Miami's Ellis Island. Hispanic culture is boldly on display in Little Havana. The vast majority of businesses are Hispanic -owned, and a variety of cuisines is easily within reach. It is home to a host of popular spots, including the Calle Ocho Walk of Fame, the Tower Theater, and the Little Havana Cigar Factory. Each year, millions of participants flock to Little Havana for the Calle Ocho Festival, one of the largest street festivals in the world. The street fair pays tribute to Little Havana's Hispanic communities, and features food and traditional dances from a large number of Latin and Caribbean countries. Little Havana is vibrant and historic, and the neighborhood was declared a national treasure by the National Trust for Historic Preservation in 2017. Jose Marti Park is located more specifically in East Little Havana, a 1.5-square mile section of bustling Little Havana. East Little Havana is predominantly home to residents of recent immigrant backgrounds living below the poverty line. According to the latest data available (City-Data.com, 2016), the median household income is $27,000.00. Based on a study facilitated by an initiative called Live Healthy Little Havana, and nearly 200 surveys collected in the community for the Keeping Current: Jose Marti Park project, some of the biggest concerns of residents include access to public transportation, access to affordable housing, and public safety, specifically in and around the park. Jose Marti Park often serves as a hub for community activity for East Little Havana, greater Little Havana, the waterfront area, and for adjacent neighborhoods. The park is particularly vulnerable to climate change, as it is located in flood zone AE and experiences flooding during seasonal high tides, heavy rainstorms, and storm surge events. During King Tide season, when the highest tides of the year occur, the waterfront of the park and areas of the surrounding community are flooded without any rainfall. At elevation ranges of one - to -eight -feet NAVD, with little drainage and topographical features that tend to trap water, nearly any rainfall can flood parts of the park. The extent and frequency of this flooding are expected to increase significantly in the future unless adaptive measures are taken. Increasing temperatures are also of concern. Recently, the U.S. National Weather Service reported that 2017 tied for the hottest year on record for the City of Miami, which is on a steady trajectory of increasing temperatures. Areas of lower tree canopy, such as Little Havana, exacerbate the impacts of these increasing temperatures, and present increasing health risks to the surrounding community, especially the elderly. In 2015, the Miami River Special Area Plan (SAP) established a schematic design for the park as a component of a 10-acre, larger -scale mixed -use development project. The community engaged greatly in a process to give feedback about the designs; but, at this time, development of the SAP has stalled, delaying anticipated improvement to the park. With increasing challenges relating to sea level rise and flooding, the City decided to revisit the site to explore ways of building upon the existing designs and previous feedback. Jose Marti Park abuts Florida Department of Transportation (FDOT) properties to the north that could provide opportunities for future expansion of the park and improve connectivity along the water's edge. These properties are anticipated to be used as a staging area for a future bridge restoration project and, upon completion of the bridge, could be enhanced to expand the park. Little Havana's history and demographics, as well as Jose Marti Park's topography and geography, offer a clear opportunity to implement new and innovative tools to enable the community to live with water. A1.02-3 Goals The Adaptive Master plan should create a world -class park and open space that elevates community interests and develops adaptive solutions to climate change, replicable in river conditions throughout the region. The designs should address the following: Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 23 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ■ How can we create a new model for adaptive redesign for South Florida? The design process should use emerging best practices in various design and engineering disciplines to advance not only the resilience of the project in relation to known climactic and environmental conditions but also the adaptive capacity of the project in relation to increasing climate change impacts in the future. The Southeast Florida Climate Change Compact and the U.S. National Climate Assessment should be referenced for purposes of assessing current and projected climate change impacts. ■ How do we create a park that represents community engagement and stewardship? The participatory design process will produce an Adaptive Master Plan that prioritizes not only flood risk but also community needs and desires for a neighborhood park. The plan will be developed through a dynamic and iterative conversation between. the community and the selected team. In this way, the park's design process will help foster community cohesion. ■ How can we create places that support well-being? Through a creative and imaginative master plan of the flexible public open space, submissions should consider passive recreation, family and public gatherings, and green and introspective space for emotional and physical well-being, as well as providing full access to Miami's pristine waterfront and supporting opportunities for special event use. A successful design submission must demonstrate an understanding of the interconnectedness of natural resources, parks, and open spaces, and focus on sustainable features. Themes We seek to identify a team of consultants who engages the above goals through the lenses of economy, ecology, and equity. a) Ecology. ■ Develop strategies to address the current and future impacts of sea level rise. ■ Integrate ecological and built systems. ■ Prioritize native plantings in landscaping elements. ■ Protect, strengthen, and support public access to and awareness of ecological systems. b) Equity ■ Create physical places that are inclusive and welcoming to everyone. c) Economy ■ Attract and maintain talent by investment in infrastructure. A1.02-4 Approach 1: Commitment to Innovative Climate Adaptation Designed climate adaptation interventions should be understood as not only managing known risks and hazards stemming from climate change impacts, but their design should also advance a capacity to accommodate opportunities, shared benefits, and a variety of unknown operational parameters in the future. The City must integrate current and long-term climate trends when planning its capital investments. Management of climate -related risks ensures that investments have the ability to continue to perform adequately in the face of uncertain trends and extremes. This process seeks to avoid the costs of premature alterations, avoid the development of stranded assets (via Toss or waste), and minimize costly emergency incidents during the full lifespan of buildings, infrastructures, and landscapes. Climate -related risk management is a qualitative, iterative process that addresses the risks and opportunities of plausible incremental risks as well as extreme weather. It also addresses potential adaptations to the design, operation, and maintenance of a project in light of vulnerabilities. The process ensures that the City's investments advance the long-term life safety, public safety, and public health of residents and visitors. Climate -related risk management must be prioritized for projects whose sites Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 24 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 possess vulnerabilities, house critical functions such as potable water and electrical distribution, have an intended asset life beyond the year 2040, or are designated as a historical or cultural resource. In short, detailed assessment and design must establish criteria on a case -by -case basis informed by the relevant City agency's mission, sensitivity to interruption, and other variables. ■ The Consultant shall: a) Work with the City, Van Alen, and the Little Havana community to develop schematic designs and an adaptive master plan for Jose Marti Park that will provide an implementable solution to flooding in the short term and will adapt to sea level rise in the future. Designs should be replicable at sites of a similar condition at or near sea level, near a body of water, and subject to flooding. In this way, designs should present a new model for development in the region. b) Integrate, as feasible, climate information into designs that take into account the climate profile and statement of work provided by the City for those project types listed above. c) Develop designs for the service life of the asset. Parts of a project may be designed for reliable performance throughout a project's lifespan, while others may be adapted as conditions change. d) Exercise professional judgment in considering its resilience for climate -related risks and changing standards of care. ■ In order to achieve the requirements of climate adaptation and resilience described above, it is recommended that the Consultant: a) Identify current and future climate hazards such as sea level rise, salt -water intrusion, coastal flooding, overall increased temperature, increased number of high temperature days, precipitation changes, fire, wind, and air quality. b) Characterize the risk of climate change on systems and assets by assigning a low, medium, or high risk rating to identify design options, and existing facilities and geographic locations that are most at risk. c) Develop potential adaptation strategies including, but not limited to, the following examples: •:• Raising critical infrastructure that sits in basements or on ground floors; d• Increasing the cleaning of drains and gutters to reduce flooding; • Integrating green infrastructure to help reducing flood impacts; • Planting more heat -and -drought and flood -tolerant trees, shrubs, and grasses to replace less tolerant species as the latter deteriorate; • Installing or increasing the height of flood barriers such as revetments, levees, and sea walls; Using construction materials resilient to increased temperatures, wind and fire risk, or periodic inundation; and, Maintaining wildlife corridors. d) Identify implementation approaches and funding for both the first costs and lifecycle costs associated with the adaptation strategies. e) Identify opportunities for partnership and coordination, particularly for sea level rise impacts, which can sometimes be more effectively dealt with across multiple municipal and state agencies. f) Integrate climate considerations including ongoing stress analysis into management and lifecycle activities. Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 25 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 g) Develop a work plan for actively monitoring and reassessing the performance of the project over the course of the project's lifecycle. A1,02-5 Approach 2: Commitment to Community Engagement The Consultant will work with the City and Van Alen, as well as local stakeholders to ensure that the design of this treasured public space truly serves the needs and desires of the Little Havana community. Proposed Team The Consultant shall serve as the lead and managing agent for all disciplines required for the Project. The Consultant's work shall be directed by Key Staff, as described in the RFQ and PSA, and shall consist at a minimum of the following disciplines: ■ Lead Architect; ■ Project Manager; ■ Civil, Structural, and Environmental Engineers; ■ Computer -Aided Design and Drafting (CADD) Technician; ■ Geotechnical Services; ■ Resilience, Sea Level Rise, Storm Surge, and Climate Change Consulting, as needed; and ■ Construction Engineering and Inspection (CEI) services. The Consultant shall designate a lead individual, referred to as the "Lead Architect/Master Planner" to lead all design efforts for the Project. In addition, the Consultant shall also designate a second lead individual, referred to as the "Project Manager" to manage the Project. The Lead Architect/Master Planner and Project Manager cannot be the same individual, and they both shall meet the minimum qualification requirements specified in Section 3.5, "Minimum Qualification Requirements." Construction of the Project will be performed by firm(s) selected through an "Invitation to Bid" (ITB) separate from this RFQ. This RFQ has been initiated for architectural/engineering design services only. NOTE: As further detailed in the ensuing Professional Services Agreement, as may be amended from time to time, the City, acting by and through its City Manager or the City Manager's authorized designee, prior to issuance of any Notice to Proceed, or at other reasonable intervals decided by the City Manager, may elect at the City's discretion, to proceed with the Work on a phased basis. A detailed Scope of Work will be developed by the City for each Work Order issued. A1.03 WORK ORDERS When OCI has determined that a specific phase of the Project is to proceed, the Director or authorized designee will request in writing a Work Order Proposal from the Consultant based on the proposed Scope of Services provided to the Consultant in writing by the Director or designee. The Consultant and Director or designee, and others, if appropriate, may have preliminary meetings, if warranted, to define further 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. A1.04 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. Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 26 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ARTICLE A2 OVERVIEW OF PROFESSIONAL DESIGN SERVICES Consultant agrees to provide complete professional design services, as required, and 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 481 of the Florida Statutes and Rules 61G1-11 through 61G1- 25 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. A2.01 PHASE I: DEVELOPMENT OF FIND GRANT IMPROVEMENTS A2.01-1 TASK 1: DATA GATHERING, SURVEYING A2.01-1.1 Site Survey Consultant shall prepare a property survey in CAD and PDF format, including shoreline elements (with elevations extending seaward to 2 feet below MLW for sufficient overlap with bathymetric survey), easements, and submerged property boundary. In addition to the specific scope items, all survey work will adhere to the City of Miami survey Guidelines and will comply with the Standards of Practices for Land Surveyors Rule 5J-17 F.A.C., Florida Statue 472.027. The proposed Design Survey Scope of work includes the following Design Survey Services: a) Park Boundary Design Survey: it is the intent of this scope to gather sufficient survey data to submit a boundary and design survey of Jose Marti Park. In addition to establishing the parks boundary lines, a 3D model will be performed using all applicable survey methodology including but not limited to Mobile Lidar, Static Lidar, and UAS (drones) Equipment etc. The proposed Boundary and Design Survey Scope of work includes the following design survey task: Horizontal and Vertical Control: Horizontal Control will be established on the Florida State Plane Coordinate System, East Zone, and North American Datum (NAD) of 1983/1990 Adjustment. Vertical Control will be established on the NAVD 88 vertical datum Boundary Survey b) A boundary survey according to Owner's property legal description as well as all applicable historical research to be performed including title searches. c) Monuments will be set at all major corners of the boundary of the property, unless already marked or referenced by an existing monument or witness to the corner. d) All parcels, easements, etc. as shown on recorded plats will be plotted. e) Right of way lines will be established as per Right of Way Maps, platted and/or dedicated right of ways as applicable. f) Survey will identify the Flood Zone designation. Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 27 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Vicinity map showing the property surveyed in reference to nearby highway(s) or major street intersection(s). • Topographic and DTM (3D model) Survey will be performed. All ground features and improvements will be located including (but not limited to) existing lighting, pavement markings, trees, pedestrian ramps, drainage structures (including rim/gutter elevations, pipe invert elevation, pipe material, direction, size and condition), sanitary sewer structures (rim elevation, bottom of structure elevation, pipe invert elevation, direction, size, etc.). Note: A 3D model of existing buildings and/or structures is not a part of this survey. d• Finish Floor elevations on all existing buildings will be established. • All structures will be located. The survey will identify the type of structure, rim elevation, pipe invert elevation, pipe materials, direction, size, and condition. • Supplemental mapping including maps, parcels, and legal descriptions will be prepared as needed to complete the Butler Act Survey. ❖ Document Research: will be performed based on all accessible and / or available "public records, dedication easements, right of way maps, etc., as well as the Miami -Dade County Property Appraisers, DELIVERABLES: Electronic files, signed and sealed PDF's, Point txt file using PNEZD format, Georeferenced Orthomosaic, georeferenced high density point cloud. A2.01-1.2 Bathymetic Survey Consultant will conduct a field investigation consisting of sidescan and multibeam surveying along with data processing for the project site. Surveys will be performed with high -resolution equipment that will allow for identification of small-scale components. Sidescan and multibeam data collection will encompass the entire project shoreline, as accessible, and into the center of the Miami River. a) Sidescan Sonar Data Collection: Consultant will collect sidescan sonar data of the project site in order to identify bottom features within the areas. Data collected will be used to generate geo-referenced .tiff images. b) Multibeam Survey: Consultant will collect multibeam sonar data at the project site to provide full bottom coverage and elevations in general accordance with the latest guidance from the US Army Corps of Engineers Hydrographic Survey Manual. The bathymetric data will be collected in areas accessible by boat with varying spacing to obtain representative data. g) c) Data Processing: Consultant will process the raw data collected to produce geo-referenced .tiff images of sidescan sonar data and digital XYZ files of multibeam data in State Plane NAD83 Florida East Zone FIPS 0901 with units in U.S. survey feet. A mosaic of the geo- referenced .tiff files will be produced including an interpretation of bottom features recorded. A2.01-1.3 Marine Resources Survey Consultant will conduct a benthic marine resource survey. The survey will be conducted from aboard a vessel using a drop camera that will be towed over transects spaced a sufficient distance apart to identify and map any existing coral/hard bottom or seagrass areas. Data (e.g., species, approximate percent coverage, and location of any marine resources observed) will be recorded. Consultant will wade along the Project shoreline up to knee -depth, as accessible and safe, to document any marine resources that may be growing on the shoreline structures or in the very nearshore shallow area. Note that only mangroves growing at or below the water level will be noted (# of seedlings w/approximate height, DBH, location); comprehensive Project site tree survey, including mangroves, to be provided to be provided by others. Corals noted on any shoreline structures to be removed will be identified by location, species, diameter, and health). This scope of services includes equipment and expenses. The data will be processed and illustrated on a marine resource map over an aerial. The marine resource map will include location and coverage of documented marine resources. The resources will also be depicted on permit plans to identify Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 28 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 impact areas, as applicable. A Field Observation Report, including representative photographs, will be prepared and submitted with environmental permit applications. A2.01-1.4 Seawall and Shoreline Inspection a) Inspection: An engineering team the Consultant will perform a structural inspection of the seawall and shoreline pavers. The inspection of the seawall will include visual assessment of the concrete elements to identify cracks or other forms of deteriorating concrete, visual inspection of the seawall retaining components for excessive deterioration, damage and/or displacement, as well as visual inspection of the toe of the seawall (where accessible and visible) for excessive undermining or sediment transport. Due to the water quality of the Miami River, the inspection will be conducted via vessel utilizing camera for below water components. b) Field notes will be collected to document observed damage or deterioration, which will be referenced to stationing established along the seawall and shoreline. Above and below water photographs will also be obtained to document the assessment and will be included in the engineering report. The inspection will be conducted generally following methods provided in the American Society of Civil Engineers Manual No. 130: Waterfront Facilities Inspection and Assessment. c) Engineering Report: A letter report will be prepared to summarize the engineering observations and results of the inspection. The report will include an assessment of the existing marine structures, recommendations for repairs or replacement, as well as an estimated cost of construction. Color copies of photographs to reference observations will be included. A2.01-1.5 Tree Survey Consultant will conduct an inventory of trees within the Site using hand-held differential Global Positioning System (GPS) units. The Consultant will collect the following information for each tree and provide the information in tabular, hard copy map, and GIS shape file format: tree number (auto -generated), species, diameter breast height (DBH) class, canopy spread class, condition, defects and maintenance/disposition recommendations, and overhead utility observations. The GIS data will be compatible with the design software (GIS or AutoCAD) used for the project so that the tree locations can be incorporated into the permit application packages and construction plans. A2.01-1.6 Florida Bonneted Bat Survey Consultant will conduct a limited (less than 5 acres) Florida bonneted bat (FBB, Eumops floridanus) survey for the planned improvement areas of the park to evaluate if FBBs are likely actively roosting or using the project area, locate active roosts and avoid impacts to roosts and avoid or minimize the taking of individuals. A2.01-2 TASK 2: SCHEMATIC DESIGN A2.01-2.1 The Consultant shall prepare Schematic Design for the implementation of a 2021 (FIND GRANT) Adaptation Plan. The schematic design shall include and consider improvements to upland drainage and will be as adaptive as feasible. Green infrastructure will be considered and the final schematic design shall incorporate and prioritize adaptability. Consultant shall prepare and present, in writing and at an oral presentation, if requested, for approval by the City, a Schematics Report, comprising of Schematic Design Drawings, a Statement of Probable Construction Cost, Project Development Schedule, and Constructability Review reports, as follows: A Statement of Probable Construction Cost, 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 Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 29 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. A2.01-2.2 The Project Development Schedule shall show the proposed completion date of each task of the Project through design, bidding, and post design services. A2.01-2.3 Constructability Review reports shall be conducted by the City and/or the Consultant at design stages deemed necessary by the Project Manager. Consultant shall provide five (5) additional deliverable plan sets for distribution, by City, to others for this purpose. There shall be an established deadline for review report submission back to the City. Consultant shall provide written responses to all comments within two (2) weeks and shall maintain files of all related review reports and response reports. If necessary, City may coordinate Constructability Review meetings with some or all of the reviewers with Consultant present to discuss specific issues. In addition to the Constructability Review process mentioned above, City reserves the right to conduct a Peer Review of the Project documents at any design stage. Cost of such a Peer Review would be borne by City. Any findings as a result of said Peer Review would be addressed by Consultant, and if requested by City, would be incorporated into the design documents, at no additional cost to City and no extension of time to the schedule. A2.01-2.4 The Consultant shall participate in Community Events (maximum of two) as organized by Van Alen Institute, inclusive of an Exhibition of product prepared to date for some of the tasks completed during this stage. A2.01-3 TASK 3: DESIGN DEVELOPMENT The Consultant shall prepare Design Development for the implementation of a 2021 (FIND GRANT) Adaptation Plan. 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 Constructability Review reports, as follows: A2.01-3.1 The Design Development Documents shall consist of drawings (site plans, elevations, and sections), outline specifications, and other documents. A2.01.3-2 Design Development consists of continued development and expansion of landscape architectural and/or civil Schematic Design Documents to establish the final scope, relationships, forms, size, and appearance of each element through: a) Plan sections and elevations b) Typical construction details c) Final materials selection- d) Construction phasing plan A2.01-3.3 The updated Development Schedules shall show the proposed completion dates of each milestone of the 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. A2.01-3.4 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. A2.01-3.5 Constructability Review reports. A2.01-3.6 Prepare a summary report, and/or Design Development drawings on various options for road and drainage improvements. A2.01-3.7 Review any geotechnical report for structural concerns and for the recommended foundation system. Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 30 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A2.01-3.8 Assist the City in preparing a preliminary opinion of costs and an outline of specifications. A2.01-4 TASK4: CONSTRUCTION DOCUMENTS From the approved Design Development Documents for the 2021 Adaptation Plan. Baseline adaptation strategy will include limited infrastructure hardening, which will only include the use of gravity -based stormwater improvements. 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 60%, 90%, and Final Construction Documents for review and approval by City, which shall include the following: A2.01-4.1 A Drawing Cover Sheet listing an index of all number of drawings by each discipline. Drawings not included in the 60%, 90%, and Final review shall be noted. Consultant shall attach an index of all anticipated drawing sheets necessary to define the Project fully. A2.01-4.2 The updated Project Development Schedule to include an outline of major construction milestone activities and the recommended construction duration period in calendar days. A2.01-4.3 An updated Statement of Probable Construction Cost. A2.01-4.4 Consultant may also be authorized to include in the Construction Documents approved additive and/or deductive alternate bid items, to permit City to award a Construction Contract within the limit of the budgeted amount. A2.01-4.5 Assist, if required, in obtaining approval by appropriate review agencies. A2.01-4.6 Assist, if required, with manufacturer or supplier recommendations. A2.01-4.7 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. A2.01-4.8 Consultant shall not proceed with further construction document development until approval of the 60% documents is received in writing from City. Approval by City shall be for progress only and does not relieve Consultant of its responsibilities and liabilities relative to code compliance and to other covenants contained in this Agreement. Consultant shall resolve all questions indicated on the documents and make all changes to the documents necessary in response to the review commentary. The 60% Documents review (check) set shall be returned to City upon submission of 90% 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 to the City four (4) full size copies of the drawings and specifications, and one digital copy in .pdf format. A2.01-5 TASK 5: PERMITTING A2.01-5.1 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) calendar 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. A2.01-5.2 Dry Run Permitting The Consultant shall file and follow-up on permitting activities at the 30%, 60% and 90% and Final stages of the design 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 Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 31 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 approval by OCI of the final set and printing of the Construction Documents. The Consultant shall promptly, at any time during the performance of the Work hereunder, advise the City of any substantial increases in costs set forth in the Statement of Probable Construction Cost 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. A2.01-5.3 Environmental Permitting (FIND Waterfront Improvements) The Consultant will provide environmental permitting for the waterfront improvements specifically identified in the FIND grant (kayak launch, water taxi, shoreline stabilization, and Riverwalk). Permit applications will be assembled and submitted to the Florida Department of Environmental Protection (FDEP), United States Army Corps of Engineers (USACE), and Miami -Dade County Division of Environmental Resource Management (DERM) based on their respective rules and regulations. Cummins Cederberg will maintain contact•with the agencies to facilitate the review of plans and will respond to Requests for Additional information (RAI). The goal of this task is to obtain the requisite environmental permits and provide permit compliance assistance through construction and monitoring. a. Pre -application Consultation with the Agencies: The Consultant will coordinate with the FDEP Division of State Lands in Tallahassee, FDEP Environmental Resource Permitting Program in West Palm Beach, USACE office and Miami -Dade County DERM on the FIND Grant -related portions of the Project that will be submitted for permitting in 2020. A summary/minutes of the pre -application meetings will be prepared for distribution to all meeting attendees. When possible and appropriate, multi -agency meetings will be pursued to establish a baseline understanding of the Project. Each pre -application meeting will have its own agenda and may accompanied by a PowerPoint presentation. b. Butler Act Disclaimer Application & Processing: The Consultant received a title determination of the submerged lands adjacent to the shoreline from the FDEP Division of State Lands that indicates a portion of the submerged lands may be eligible to be claimed under the Butler Act. The Consultant will coordinate the historical aerials to assist the City's surveyor in describing the parcel to be disclaimed. We will combine the City -provided signed and sealed survey of the submerged land parcel, present day mean high water line, and legal description, together with the Application for Disclaimer with available documentary evidence prepared by the Consultant to confirm title of formerly sovereignty lands filled prior to June 11, 1957. Title commitment report or title opinion, if needed, to be provided by -the Client.. This application will be -processed by -the FDEP--Division-of-State Lands separate from the FDEP environmental permit application noted below. Upon FDEP approval of the Application for Disclaimer, the City shall record it in the County's Official Records and the Jose Marti Park property boundary shall be updated to reflect the submerged land parcel. The water taxi dock and kayak launch will be proposed to be located within the anticipated Butler Act parcel and thus, not on sovereignty submerged lands. c. FDEP ERP Application and Processing: The Consultant will prepare and process an Environmental Resource Permit (ERP) Application with the FDEP, requesting authorization of the proposed waterfront improvements under Chapter 62-330, F.A.C. The Client will provide the Consultant with a signed application form and a permit processing fee (to be determined). Depending upon the extent of the Butler Act Disclaimer of submerged lands along the shoreline, the proposed work may not occur on sovereignty -submerged lands. If sovereignty -submerged lands are within the project footprint, The Consultant will request a Letter of Consent along with the ERP application. No sovereignty submerged lands lease or easement application is anticipated nor included. Note that the Riverwalk is included in the FIND Grant -related waterfront improvements and thus, must be a part of the ERP application package submitted to FDEP. Following issuance of the FDEP ERP, the Consultant will coordinate the publishing of the Notice of Permit in a newspaper of general Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 32 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 circulation (Client to pay newspaper publication fee, fee to be determined). Proof of publication will be provided to FDEP. d. USACE Application & Processing: The Consultant will prepare and process a Department of the Army Application with the USACE requesting authorization of the proposed waterfront improvements. The Client will provide the Consultant with a signed application form and agent authorization form. The Client will provide a $100 permit fee, if required by USACE. The Consultant will provide additional information (e.g., JAXBO Forms, NMFS Section 7 checklists, etc.) to the consulting agencies to the USACE - National Marine Fisheries Service (NMFS) and the United States Fish and Wildlife Service (USFWS). It is anticipated that no formal consultation with NMFS and USFWS will be required. Coordination with the USACE Engineering Division, United States Coast Guard, and the Miami River Marine Group regarding the new structures/mooring is included. e. DERM Class I Coastal Construction Permit Application & Processing: The Consultant will prepare and process a Miami -Dade County Division of Environmental Resource Management (DERM) Standard Form Class I Coastal Construction Permit Application requesting authorization for the proposed waterfront improvements pursuant to Chapter 24 of the Miami -Dade County Code. Approval will likely be required from the Board of County Commissioners (BOCC). As such, this scope includes preparation of applications, signed engineering and agent statements, names and addresses of property owners within 300' on prepared sticky labels, and representation at the BOCC meeting related to the Class I permit application including a presentation on the Class I application for the BOCC. The Client will provide the Consultant with an application form signed by the owner, warranty deed, contractor information; vessel specifications; mitigation contributions (if required), permit application, and permit fees (to be determined based on estimated construction cost). No application to the Shoreline Development Review Committee will be needed. f. Permit Compliance Assistance: Following permit issuance by FDEP, USACE, and Miami - Dade DERM (herein after referred to as the Agencies), The Consultant will provide compliance assistance upon request by the Client to include calendar tracking/reminders of deliverables to the Agencies, assistance interpreting specific conditions, a monitoring matrix and timeline, annual permit compliance assessments and permit closeout following completion of construction and monitoring work. Any areas of compliance concern will be relayed to the Client during preparation of the annual compliance assessment memo with recommended solutions offered. Included in this task is coordination of any permit Notice to Proceed requirements and pre -construction meetings. Resolution of any enforcement actions pursued by the Agencies through written correspondence such as a Warning Letter, Consent Orders/Decree, Notice of Violation, etc. is not included. A2.02 PHASE II: ADAPTATION MASTER PLAN A2.02-1 TASK 1: ANALYSIS OF EXISTING CONDITIONS A2.02-1.1 Base Mapping Consultant will assemble all information compiled on prior tasks, and provided by the City and prepare a base map/model that will serve to develop the adaptation strategy diagrams and design and construction documents for the project. A2.02-1.2 Review of Existing Information Consultant shall review and analyze existing relevant data compiled and provided by the City and others, to inform the resilience and flood protection master -planning aspects of the project including, but not limited to, relevant existing plans, site elevation data, localized sea level rise projects, associated changes in the wet -season groundwater heights, storm surge modeling including sea level rise, areas of concern in the vicinity of the Project as identified by the Stormwater Master Plan, existing water management infrastructure, planned capital improvements for the area, long-term parking plans, and information about surrounding assessed property values, ownership and land use. Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 33 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 a. General Site Conditions: 4• Photographic inventory of the existing conditions: A preliminary data gap analysis will be performed to identify areas of deficiency along with recommendations on prioritizing data collection and appropriate tools and models needed to develop a baseline assessment that will provide the basis of a mutually agreed upon approach for successful delivery of the project. A2.02-1.3 Site Modeling Using LIDAR and other remote sensing technologies, the Consultant will generate a conjectural base model of the site's vulnerabilities and natural systems, including wind fetch, bathymetry, topography, hydrology, vegetation, and land use patterns. This model will be ground-truthed and adjusted during site visits and via community input, and will form the basis of an analysis of the potential for interventions within Jose Marti Park and the immediate surroundings to mitigate environmental, economic, and social vulnerabilities. We will use this model to identify critical vulnerabilities, including but not limited to: freshwater and flash flooding; wave run-up, sea surge, potential breaches and other sources of saltwater flooding and destruction; windstorm hazards; coastal habitat for flora and fauna, especially threatened and endangered species; contamination, nutrient -loading, and heat -loading of freshwater and saltwater bodies from runoff and other sources. A2.02-1.4 Coastal Resiliency Modeling The Consultant will adopt projections provide by Miami Dade County Office of Resiliency and/or the Unified Sea Level Rise Projections published by the Southeast Florida Regional Compact on Climate Change. Due to the uncertainty in projections and variation in service life between different park components, various projections will be assessed. Published tidal and recent king tide data will be adopted to provide water levels and extreme tide water levels. The exceedance probability and flood nuisance days will be estimated for various tidal and sea level rise conditions. a. Coastal Resiliency: The consultant will model the project area relative to storm impacts, and the ability to withstand hurricanes. b. The Consultant will evaluate the existing FEMA flood insurance rate map relative to the impacts of seal level rise. c. Inundation Modeling: The Consultant will assess potential inundation for various scenarios related to the sea level rise and tidal events (i.e. "king tides") based on available topographic data. The project area will be categorized relative to flood exposure as well as critical areas, which could potentially limit use or access of other areas. A2.02-1.5 Energy and Environmental Performance Analysis (EEPA) Analysis of the existing conditions of the park The Consultant shall prove basic 3D model of the existing conditions of the park to run the EEPA. ■ Site Climate + Microclimate Analysis ■ Sun + Shade Studies ■ Solar Radiation + Radiant comfort and urban heat island effect (UHI) studies ■ Wind + Airflow Analysis ■ Review baseline of relevant codes DELIVERABLES: Site Information and Analysis Report A2.02-1.6 Evaluation Criteria Development Consultant shall confer with representatives of City, Van Alen, and other jurisdictional agencies to develop criteria for evaluation of different project elements based on vulnerability analysis, site visits, and data collected. Together with the City, and Van Alen the Consultant will develop and project area delineation and define boundaries outside the park that will be considered for the Adaptation Redesign. Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 34 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A2.02-1.7 Adaptation Strategies The Consultant will identify and develop preliminary adaptation strategies that help to meet the City's objectives of equity, economy, and ecology and are tailored to the Park's unique risk and vulnerability profile, and strategically developed to best position them for external funding toward implementation. Strategies will be compared and prioritized using a mutually agreed upon evaluation criteria that shall include but not be limited to analysis of potential benefits and costs, feasibility, fundability and community and stakeholder priorities. A2.02-1.8 Adaptation Strategy Diagrams A maximum of two (2) diagrams will be provided in order to achieve the project's goals for climate adaptation and resilience. The Consultant will develop strategy diagrams that: a. Identify current and future climate hazards such as sea level rise, salt -water intrusion, coastal flooding, overall increased temperature, increased number of high temperature days, precipitation changes, fire, wind, and air quality. b. Develop potential adaptation strategies including, but not limited to: Raising critical infrastructure Manipulation of topography Restoration of coastal vegetation Integrating green infrastructure to help reducing flood impacts Planting more heat -and -drought and flood -tolerant vegetation Installing or increasing the height of flood barriers such as revetments, levees, and sea walls Using construction materials resilient to increased temperatures, wind and fire risk, or periodic inundation ■ Develop Policy Menu for adaptation alternatives • Identify opportunities for partnership with other agencies and municipalities to expand the scope of intervention to the surrounding street and road rights -of -way, such as through an urban forestry initiative that adds vegetation to the neighborhood as an expansion of the park's green infrastructure, and that hydrologically connects the neighborhood streets for flood conveyance and water quality improvements to further leverage the improvements to the park. A2.02-1.9 Engineering Metrics Consultant shall support strategy diagrams with engineering metrics based on data acquired in the earlier tasks. A2.02-1.10 Modeling of Strategy Diagrams (Maximum 2) a. Stormwater Model of Proposed Strategies: Based on the findings of Existing Conditions, the Consultant will develop and evaluate selective strategies for enhancing resilience in the project area to stormwater and storm surge. The results of this task will allow the project team to document and compare the flood resilience benefits expected for each of the alternative scenarios. This analysis will enable the Design Team to gauge opportunities for integrated passive and active solutions to establish the appropriate stormwater management strategies for each alignment. Event simulations will focus on the design event, allowing an understanding of interior drainage. This will be used in the initial consideration of flood protection elevations. Tasks will include: ■ Support stormwater element alternatives development • Sensitivity test key elements of proposed alternatives • Revise hydraulic model to simulate proposed alternative scenarios Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 35 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ■ Run model simulations ■ GIS-based analysis of residual flooding impacts b. Energy & Environmental Performance Analysis (EEPA) of the proposed improvements of the park — The Consultant will develop a basic 3D model of the proposed improvements for the park to test up to two selected concept designs for each time frame (2021 and 2030) ■ Sun + Shade Studies/Full Sun Path Diagram (Revit) ■ Solar Radiation + Radiant comfort and urban heat island effect (UHI) studies/Autodesk Insight Solar Radiation Diagram (Revit) ■ Wind + Airflow Analysis/Wind Rose Diagram (Insight + Green Building Studio/GBS) A2.02-1.11 Budget for Adaptation Strategies Consultant shall prepare budgets for evaluation of strategies. A2.02-1.12 Benefit -Cost Analysis (BCA) of Options The Consultant will perform a BCA of one proposed adaptation options for Park that will: quantify social, environmental, economic and resiliency benefits; and communicate risk by quantifying expected damages and losses for various mutually agreed upon hazard scenarios in order to justify public expenditure for implementation projects Consultant will provide data on the applicable factors identified above to assess and compare up to three (3) total options, including a "No Action" option. Consultant will provide impacts, and recommendations and updates to local governing documents for each option being compared. DELIVERABLES: Consultant shall prepare a Report with written and graphic descriptions of the strategies developed, as well as a summary of the Benefit Cost Analysis (BCA) for the options analyzed. A2.02-2 TASK 2: OUTREACH The Consultant shall conduct an outreach plan that engages diverse stakeholders, to ensure that community cohesion is encouraged. The Consultant shall coordinate all the outreach efforts with Van Alen Institute, Urban Impact Lab, and the City of Miami Office of Communications. The goal of the outreach plan is to empower people to make informed choices about their future, educate them on the issues of climate change and sea level rise as it affects Miami. This outreach plan shall strive to build political support for climate change adaptation. The implementation strategies shall engage the public. This outreach plan shall include different levels of engagement with the Community. The consultant shall engage with Internal Stakeholders and External Stakeholders that may have a stake in the project. Estimated number of meetings: ten (10). The Consultant shall attend Community Events/Workshops — organized to present information and engage community in the planning of solutions. Estimated number of Community Events/Workshops: two (2). The Consultant will prepare all collateral material to be distributed at events, and to be utilized to inform and educate the community about the project, and the importance of climate change preparation and adaptation. The following is an anticipated list of outreach events: a. Internal Stakeholder Interviews, three (3) maximum b. External Stakeholder Interviews, three (3) maximum c. Community Engagement Events (in coordination with Van Alen and Urban Impact Lab) ■ Large Community Events, two (2) Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 36 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 d. A2.9.4 Peer Review Meetings, two (2) as organized by Van Alen The Consultant shall be available to provide updates to City Commission and City Regulatory Committees as requested by the Project Manager. DELIVERABLES: Report describing outreach approach and outcome of efforts A2.03 PHASE III: BIDDING AND CONSTRUCTION ADMINISTRATION A2.03-1 TASK 1: BIDDING AND AWARD OF CONTRACT A2.03-1.1 Bid Documents Approvals and Printing Upon obtaining all necessary approvals of the Construction Documents from authorities having jurisdiction, and acceptance by the City of the 100% Construction Documents and latest Statement of Probable Construction Cost, the Consultant shall assist the City in obtaining bids and preparing and awarding the construction contract. The City, for bidding purposes, will have the bid documents printed, or at its own discretion, may authorize such printing as a reimbursable service to the Consultant. A2.03-1.2 Issuance of Bid Documents, Addenda, and Bid Opening a. The City shall issue the Bid Documents to prospective bidders and keep a complete List of Bidders. b. The Consultant shall assist the City in the preparation of responses to questions if any are required during the bidding period. All addenda or clarifications, or responses shall be issued by the City. c. The Consultant shall prepare revised plans, if any are required, for the City to issue to all prospective bidders. d. The City will schedule a "Pre -Bid Meeting" on an as needed basis, for the Project. The Consultant shall attend any and all pre -bid meeting(s) and require attendance of Subconsultants at such meetings. e. The Consultant will be present at the bid opening, if requested by the City. A2.03-1.3 Bid Evaluation and Award The Consultant shall assist the City in evaluation of bids received to determine 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: a. Approve an increase in the Project cost and award a Contract; b. Reject all bids and re -bid the Project within a reasonable time with no change in the Project or additional compensation to the Consultant; c. 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. d. Suspend, cancel, or abandon the Project. NOTE: Under item three (3), above, the Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the budgeted amount. A2.03-2 ADMINISTRATION OF THE CONSTRUCTION CONTRACT A2.03-2.1 The Construction Phase will begin with the issuance of the NTP to the chosen Contractor and will end when the Consultant has provided to the City all post construction documents, including Contractor As -Built drawings, Consultant's record drawings, warrantees, Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 37 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. A2.03-2.2 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. A2.03-2.3 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 of 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 and distributing minutes of all meetings and field inspections report from all meetings it is asked to attend. 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 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. A2.03-2.4 The Consultant shall furnish the City with a written report of all observations of the Work made by Consultant and require all Subconsultants to do it during each visit to the Project. The Consultant shall also note the general status and progress of the Work on forms furnished by the City. The Consultant shall submit the reports in a timely manner. The Consultant and Subconsultants shall ascertain that the Work is acceptable to the City. Consultant shall assist the City in ensuring that the Contractor is making timely, accurate, and complete notations on the "as - built" drawings. Copies of the field reports shall be attached to the monthly Professional Services payment request for construction administration services. The Consultant's failure to provide written reports of all site visits or minutes of meetings shall result in the rejection of payment requests and may result in a proportional reduction in Construction Administration fees paid to the Consultant. A2.03-2.5 Based on observations at the site and consultation with the City, the Consultant shall determine the amount due to the Contractor based on the pay for performance milestones and shall recommend approval of such amounts as appropriate. This recommendation shall constitute a representation by the Consultant to the City that, to the best of the Consultant's knowledge, information and belief, the Work has progressed to the point indicated and that, the quality of the Work is in accordance with the contract and the Contractor is entitled to the amount stated on the requisition subject to: a. A detailed evaluation of the Work for conformance with the contract upon substantial completion; b. The results of any subsequent tests required by the contract; c. Minor deviations from the contract correctable prior to completion; and, d. 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 Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 38 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. A2.03-2.6 The Consultant shall be the interpreter of the requirements of the Contract Documents and the judge of the performance thereunder. The Consultant shall render interpretations necessary for the proper execution or progress of the Work upon written request of either the City or the Contractor, and shall render written decisions, within a 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. A2.03-2.7 The Consultant shall have the authority to recommend rejection of Work that does not conform to the Contract Documents. Whenever, in their reasonable opinion, the Consultant considers it necessary or advisable to insure compliance with the Contract Documents, the Consultant will have the authority to recommend special inspection or testing of any Work deemed to be not in accordance with the Contract, whether or not such Work has been fabricated and/or delivered to the Project, or installed and completed. A2.03-2.8 The Consultant shall promptly review and approve, reject or take action on shop drawings, samples, RFI's, and other submissions of the Contractor. Changes or substitutions to the construction documents shall not be authorized without concurrence of the City's Project Manager and/or Director of OCI. The Consultant shall have a maximum of ten (10) calendar days from receipt of shop drawings, samples, RFI's or other submittals by the Contractor, to return the shop drawings or submittals to the Contractor with comments indicating either approval or disapproval. Consultant shall provide the Contractor with a detailed written explanation as to the basis for rejection. Consultant shall have five (5) calendar days to review contractor payment applications to ensure the City complies with Florida Statute Section 218.70. A2.03-2.9 The Consultant shall initiate and prepare required documentation for changes as required by the Consultant's own observations or as requested by the City, and shall review and recommend action on proposed changes. Where the Contractor submits a request for Change Order or Change Proposal request, the Consultant shall, within ten (10) calendar days, review and submit to the City, their recommendation or proposed action along with an analysis and/or study supporting such recommendation. A2.03-2.10 The Consultant shall examine the Work upon receipt of the Contractor's request for substantial completion inspection of the Project and shall, prior to occupancy by the City, recommend execution of a "Certificate of Acceptance for Substantial Completion" after first ascertaining that the Project is substantially complete in accordance with the contract requirements. The Consultant shall, in conjunction with representatives of the City and the Contractor, prepare a punch -list of any defects and discrepancies in the Work required to be corrected by the Contractor in accordance with Florida Statute 218.735. Upon satisfactory completion of the punch -list, the Consultant shall recommend execution of a "Certificate of Final Acceptance" and final payment to the Contractor. The Consultant shall obtain from the Contractor, upon satisfactory completion of all items on the punch -list, all necessary close-out documentation from the Contractor including but not limited to all guarantees, warranties, operating and maintenance manuals for equipment, releases of liens/claims and such other documents and certificates as may be required by applicable codes, laws, and the contract, and deliver them to the City before final acceptance shall be issued to the Contractor. A2.03-2.11 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. Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 39 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A2.03-2.12 The Consultant shall review the Contractor's "as built" drawings and submit them to the City upon approval by the Consultant. The Contractor is responsible for preparing the "as built" drawings. A2.03-2.13 The Consultant shall furnish to the City the original documents, including drawings, revised to "as -built" conditions based on information furnished by the Contractor; survey, and specific conditions. In preparing the "Record Set" documents, the Consultant shall rely on the accuracy of the information provided by the Contractor, including the Contractor's record drawings. Any certification required under this Agreement including the contents of "as -built" documents is conditioned upon the accuracy of the information and documents provided by the 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 "Record Set" 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 "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. The Consultant shall furnish to the City one complete set of "Record Set Drawings," in Auto CADD (computer -aided design and drafting) Version 2000 or such other format acceptable to the City. A2.03-2.14 The Consultant shall furnish to the City a simplified site plan reflecting "as -built" conditions with graphic scale and north arrow. A2.03-2.15 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. A2.03-2.16 Nothing contained in this paragraph shall be construed to release Consultant or Consultant's subcontractors from liability for failure to perform, in accordance with contractor standards, any duty or responsibility that Consultant has undertaken or assumed under this Agreement. A2.03-3 TIME FRAMES FOR COMPLETION The following time frames are sequential from the date of the NTP. A concurrent project timeline is attached as Schedule A5. ■ Data Gathering/Surveying 3 months after NTP ■ Schematic Design 7 months after NTP ■ Design Development 13 months after NTP ■ 60% Construction Documents 19 months after NTP • 90% Construction Documents 22 months after NTP • Dry -Run Permitting 24 months after NTP ■ Final Construction Documents 27 months after NTP 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: Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 40 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A3.02-1 Appraisals: Investigation and creation of detailed appraisals and valuations of existing facilities, and surveys or inventories in connection with construction performed by City. A3.02-2 Specialty Design: Any additional special professional services not included in the Scope of Work. A3.02-3 Pre -Design Surveys and Testing: Environmental investigations, site evaluations, or comparative studies of prospective sites. Surveys of the existing structure required to complete as -built documentation are not additional services. A3.02-4 Extended Testing and Training: Extended assistance beyond that provided under Basic Services for the initial start-up, testing, adjusting and balancing of any equipment or system; extended training of City's personnel in operation and maintenance of equipment and systems, and consultation during such training; and preparation of operating and maintenance manuals, other than those provided by the Contractor, sub -contractor, or equipment manufacturer. A3.02-5 Major Revisions: Making major revisions to drawings and specifications resulting in or from a change in Scope of Work, when such revisions are inconsistent with written approvals or instructions previously given by City and are due to causes beyond the control of Consultant (major revisions are defined as those changing the Scope of Work and arrangement of spaces and/or scheme and/or any significant portion thereof). A3.02-6 Expert Witness: Preparing to serve or serving as an expert witness in connection with any 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 sole 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. Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 41 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A4.02 SUBCONSULTANT REIMBURSEMENTS Reimbursable Subconsultant expenses are limited to the items described above when the Subconsultant's agreement provides for reimbursable expenses and when such agreement has been previously approved, in writing, by the Director and subject to all budgetary limitations of the City and requirements of this Agreement. ARTICLE A5 CITY'S RESPONSIBILITIES A5.01 PROJECT AND SITE INFORMATION City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant with the information described below, or, if not readily available, may authorize Consultant to provide such information as an Additional Service, eligible as a Reimbursable Expense. A5.01-1 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. A5.01-2 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. A5.01-3 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. A5.01-4 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 design the Project properly. 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. Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 42 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT A SCHEDULE Al - SUBCONSULTANTS FIRM NAME CONSULTING FIELD Cummins Cederberg Coastal Engineering and Permitting ESciences Inc. Civil, Environmental and Ecological Engineering M. G. Vera & Associates Surveying Arcadis, Inc. Adaptation Planning (Phase II) Local Office of Landscape Architecture Resiliency Planning (Phase II) Touzet Studio, Inc. Architecture (Phase II) SCHEDULE A2 - KEY STAFF NAME JOB CLASSIFICATION Aida M. Curtis, ASLA Team Leader/ Project Manager Gerald Marston, ASLA Lead Designer/ Mariana Boldu, ASLA Deputy Project Manager/ Senior Landscape Architect- Design Gustavo Dallmann Senior Landscape Architect/ Production Jannek Cederberg CC / Coastal Engineer- Principal Danielle Irwin CC/ Coastal Engineer — Project Manager G. Chiello CC/ Senior Scientist Patrick Shearer ESciences/ Senior Engineer Brian Volker ESciences/ Senior Arborist Manny Vera Jr. Survey Carly Foster Arcadis/Adaptation Specialist Keren Bolter Arcadis/Senior Planner Ajani Stewart Arcadis/Senior Planner Dan Garcia Arcadis/Resiliency Project Engineer Walter Meyer LOLA/ Senior Planner- Resiliency Jennifer Bolstad LOLA/Senior Landscape Architect -Resiliency Jacqueline Gonzalez Touzet / Sr. Architect Design Carlos Touzet Touzet/ Sr. Architect Production Professional Design Services for "Keeping Current: Adaptive Redesign for Jose Marti Park" Project 43 RFQ No. 17-18-061 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA 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 ARTICLE B3, 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. With the exception of Principals' compensation, which is formulated as a "flat rate," 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, projected level of effort required for the proper completion of tasks and/or groups of tasks, Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 44 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 milestones, and deliverables identified under the Scope of Work as exemplified in Schedule B1 - Wage Rates Summary. B2.05 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by the City shall, via the Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g. sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance, and unemployment 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. Lump Sum compensation shall be calculated by Consultant, utilizing the Wage Rates established herein including multiplier, and reimbursable expenses. Prior to issuing a Work Order, the City may require Consultant, to verify or justify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Attachment A, Schedule A2 - Key Staff. B3.02 HOURLY RATE FEES B3.02-1 Hourly Rate Fees: Shall be those rates for Consultant and Subconsultant employees identified in Schedule B1. All hourly rate fees will include a maximum not to exceed figure, inclusive of all costs expressed in the contract documents. The City shall have no liability for any fee, cost, or expense above this figure. B3.02-2 Conditions for Use: Hourly Rate Fees shall be used only in those instances where the parties agree that it is not possible to determine, define, quantify, and/or calculate the complete nature, and/or aspects, tasks, level of effort, or milestones for a particular Project or portion thereof at the time of Work Order issuance. Hourly Rate Fees may be utilized for Additional Work that is similarly indeterminate. In such cases, the City will establish an Allowance in the Work Order that shall serve as a Not to Exceed Fee for the Work to be performed on an Hourly Rate Basis. B3.03 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. All reimbursable services shall Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 45 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks. B3.04 FEES FOR ADDITIVE OR DEDUCTIVE ALTERNATES The design of additive and deductive alternates contemplated as part of the original Scope for a Project as authorized by the Director will be considered as part of Basic Services. The design of additive and deductive alternates that are beyond the original Scope of Work and construction budget may be billed to the City as Additional Services. The fees for alternates will be calculated by one of the three methods outlined above, as mutually agreed by the Director and the Consultant. B3.05 FEES FOR ADDITIONAL SERVICES The Consultant may be authorized to perform Additional Services for which additional compensation and/or Reimbursable Expenses, as defined in this Agreement under Article A4 and B3.03 respectively, may be applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets, which can be found on the City's Webpage at http://www.miamigov.com/MiamiCapital/forms.html. 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 (3) 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 (3) months, the Consultant's further compensation shall be subject to renegotiations. Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 46 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ARRICLE B4 PAYMENTS TO THE CONSULTANT B4.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to services performed during each Phase of the Work. The Subconsultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form, which can be found on the OCI website at http://www.miamigov.com/MiamiCapital/forms.html. Failure to submit invoice(s) within sixty (60) calendar days following the provision of Services contained in such invoice may be cause for a finding of default. Failure to use the City Form will result in rejection of the invoice. B4.02 FOR COMPREHENSIVE BASIC SERVICES For those Projects and Work Orders where comprehensive design services are stipulated, said payments shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. B4.03 BILLING - HOURLY RATE Invoices submitted by the Consultant shall be sufficiently detailed and accompanied by supporting documentation to allow for proper audit of expenditures. When services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, 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. Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 47 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 B5.01-4 Reproduction, Photography: Cost of printing, reproduction or photography, beyond that which is required by or of the Consultant to deliver services, set forth in this Agreement. All reimbursable expenses must be accompanied by satisfactory documentation. B5.01-5 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the construction Contractor. B5.01-6 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project Manager. B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS Reimbursable Subconsultant's expenses are limited to the items described above when the Subconsultant agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the Director and subject to all budgetary limitations of the City and requirements of Article B5, Reimbursable Expenses, herein. ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS B6.01 GENERAL It is understood that all Consultant agreements and/or work Orders for new work will include the provision for the re -use of plans and specifications, including construction drawings, at the City's sole option, by virtue of signing this agreement they agree to a re -use in accordance with this provision without the necessity of further approvals, compensation, fees or documents being required and without recourse for such re -use. Professional Design Services for "Keeping Current: Adaptive RFQ No. 17-18-061 Redesign for Jose Marti Park" Project 48 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B - COMPENSATION SCHEDULE B1 - WAGE RATES SUMMARY JOB CLASSIFICATION Principal/Team Leader Principal Coastal Engineer Principal Civil Engineer Principal Planner Resiliency Principal Landscape Architect Resiliency Principal Architect Senior Landscape Architect Designer Coastal Engineer Director Senior Civil Engineer Adaptation Specialist Senior Landscape Architect Manager Senior Landscape Architect Production Senior Planner Adaptation Senior Coastal Scientist Civil Engineer Landscape Architect Coastal Engineer Senior Arborist Project Scientist Landscape Designer Staff Engineer CADD Technician Landscape Intern NEGOTIATED HOURLY RATE $180 $180 $180 $180 $180 $180 ADJUSTED AVERAGE HOURLY RATE (2.9 Multiplier Applied) $174 $174 $174 $174 $147 $147 $133 $128 $126 $123 $121 $110 $106 $99 $83 $83 $53 ADJUSTED AVERAGE HOURLY RATE (2.4 Multiplier Applied) Professional Design Services for "Keeping Current: Adaptive Redesign for Jose Marti Park" Project RFQ No. 17-18-061 49 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B SCHEDULE B2 - CONSULTANT INVOICE To: ATTN: City of Miami Office of Capital Improvements (OCI) 444 SW 2nd Avenue - 8th Floor Miami, FL 33130 Invoice Number: Invoice Date: Month 00, 0000 Page: From: NOTE: invoices received past 3:00 PM will be stamped with the Next Business Date Prepare invoices properly to avoid payment delay. __.._ Each invoice must be signed by a Principal of the firm as designated. Attach appropriate back-up documents to each Invoice. Invoice Period:...................From:........................... Month 00, 0000 ........................._.. ......................................... Contract No.: Contract Title: Project No.: Project Name: Purchase Order No.: Work Order No: To: Month 00, 0000 SERVICE CONTRACT AMOUNT` % COMPLETE TOTAL EARNED TO DATE • PREVIOUSLY INVOICED i CURRENT INVOICE AMOUNT Schematic Design (SD) Design Development (DD) ....................................................................................................... 30% Construction Documents (30% CD) 60% Construction Documents (60% CD) 90% Construction Documents (90% CD) 100% Construction Documents (100% CO) _................................................................... _............ DryRun Permitting .............................................................. .............. Bidding or Negotiation Phase $ Construction Administration (CA) ......................................................................._$ Reimbursable Expenses ................................................................ 1. (Title) .............................................................. 2. (Title) ......................................................... 3. (Title) Additional Services ......................................... 1. (Title) 2. (Title) ................................................ 3. (Title) TOTAL:: $ Prior to this Invoice Remaining Contract Balance:; 0% $ 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% $ - I $ $ Subtotal:: $ Deductions: Total Due :i $ TO BE COMPLETED BY CONSULTANT FIRM CERTIFIED TRUE AND CORRECT BY: (Signature of Principal) (Type Name and Title of Principal) SUPPORTING DOCUMENTS CHECKLIST: Activation Letter of Phase being Invoiced: Supporting Documents for Invoice: Construction Status Report: Final Payment Documents: Additional Service Authorizations: AREA TO BE COMPLETED BY CITY OF MIAMI CITY OF MIAMI APPROVAL: 0 PROJECT MANAGER $14NATtJREWcs CHIEF PROJECT MANAGER Date Received CIP: Hector Badia ASSISTANT DIRECTOR Steven C. Wilamson DIRECTOR Date Received for Payment Processing (Budget Department): Professional Design Services for "Keeping Current: RFQ No. 17-18-061 Adaptive Redesign for Jose Marti Park" Project 50 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA A� o® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 03/16/2026 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 Hiscox Inc. 5 Concourse Parkway Suite 2150 Atlanta GA, 30328 CONTACT P O PHONE: (888) 202-3007 FAX (A/C No Ext): (A/C, No): E-MAIL contact@hiscox.com ADDRESS: INSURER(S)AFFORDINGCOVERAGE NAIC# INSURERA: Hiscox Insurance Company Inc 10200 INSURED Curtis & Rogers Design Studio, Inc. 7520 s red rd Suite M Miami, FL 33143 INSURER B INSURERC: INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE RENTED PREMISESO(Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY SCHEDULED COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N/A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Professional Liability Y P101.611.197.4 03/07/2026 03/07/2027 Each Claim: $ 2,000,000 Aggregate: $ 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Project: Margaret Pace Park CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Avenue 6th Floor Miami, Florida 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 2'(� '4(4 vV 1 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA A� o® CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 03/17/2026 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 RSC Insurance Brokerage, Inc. 9350 S Dixie Hwy Suite 1400 Miami FL 33156 CONTACT Dayna Wagner NAME: PHONE (305) 446-2271 FAX (A/C, No, Ext): (A/C, No): E-MAIL dwagner@risk-strategies.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC # INSURERA: Sentinel Ins. Co. 11000 INSURED Curtis & Rogers Design Studio Inc 7520 S Red Rd Ste M South Miami FL 33143 INSURER B : Zenith Insurance Company 13269 INSURER C : Scottsdale Insurance Company 41297 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: CL257675260 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y 21SBMBV4274 06/29/2025 06/29/2026 EACH OCCURRENCE 000 $ 1,000,DAMAGE CLAIMS -MADE X OCCUR TO RE PREMISES r ES (Ea occurence) $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OPAGG $ 2,000,000 $ A AUTOMOBILE XHIRED LIABILITY ANY AUTO OWNED AUTOS ONLY AUTOS ONLY �/ /• SCHEDULED AUTOS NON -OWNED AUTOS ONLY Y 21SBMBV4274 06/29/2025 06/29/2026 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILYINJURY(Peraccident) $ PROPERTY DAMAGE (Per accident) $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 21SBMBV4274 06/29/2025 06/29/2026 EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 DED X RETENTION $ 10,000 $ B 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 N /A Z832788131 08/16/2025 08/16/2026 X PER STATUTE OTH ER E.L. EACH ACCIDENT 1 $ ,, E.L. DISEASE - EA EMPLOYEE $ 1 ,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 $ C Property CPS8244376 06/29/2025 06/29/2026 BPP:$95,400 BI with EE:$100,000 Replacement Cost Ded:$1,000 Co-Insurance-80% Special form DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Project: MARGARET PACE PARK. Anthony Hansen City of Miami are inlcuded as additional insured on General Liability policy and Automobile Liability policies per the attached endorsements. Primary and Non -Contributory applies to General Liability policy per the attached endorsement. Coverage is afforded for contingent and contractual exposure & XCUHazards. CERTIFICATE HOLDER CANCELLATION I City of Miami 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 I-(-—r, ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA ADDITIONAL COVERAGES Ref # Description HRDBB Coverage Code HRDBB Form No. Edition Date Limit 1 1,000,000 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description FLFIG Coverage Code FLFIG Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Non -owned Coverage Code NOWND Form No. Edition Date Limit 1 1,000,000 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Employment Practices Liability Insurance Coverage Code EPLI Form No. Edition Date Limit 1 10,000 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Florida Fire College Surcharge Coverage Code FRCOL Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Cyberflex Coverage Coverage Code CBRFX Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Umbrella(C) Coverage Code CUMBR Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $0.00 Ref # Description Employer's liability Coverage Code EL Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $45.00 Ref # Description Terrorism-1 Coverage Code TERRO Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $110.00 Ref # Description Expense constant Coverage Code EXCNT Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $160.00 Ref # Description EL Incr Min Prem Coverage Code ELIMP Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium $75.00 OFADTLCV Copyright 2001, AMS Services, Inc. Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 © 2005, The Hartford Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension - Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 5. Separation Of Insureds 16 6. Representations 16 7. Other Insurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES 1. BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance applies: (1) To "bodily injury" and "property damage" only if: (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. — Who Is An Insured or any "employee" authorized by you to give or receive notice of an 'occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; Form SS 00 08 04 05 Page 1 of 24 © 2005, The Hartford Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice (1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". (3) 2. MEDICAL EXPENSES Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. (3) 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a. We will pay, with respect to any claim or "suit" we investigate or settle, or any "suit" against an insured we defend: (1) All expenses we incur. (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. All costs taxed against the insured in the "suit". (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the limits of insurance. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. (3) (5) (7) Page 2 of 24 Form SS 00 08 04 05 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured; The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (i) Cooperate with us in the investigation, settlement or defense of the "suit"; (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (iii) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (i) Obtain records and other information related to the "suit"; and (ii) Conduct and control the defense of the indemnitee in such "suit". (3) (5) So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. — Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Contractual Liability (1) "Bodily injury" or "property damage"; or (2) "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily injury', "property damage" or "personal and advertising injury' that the insured would have in the absence of the contract or agreement; or Form SS 00 08 04 05 Page 3 of 24 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA BUSINESS LIABILITY COVERAGE FORM Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract", and (ii) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (3) (b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided: (i) (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business, or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. (a) Form SS 00 08 04 05 Page 5 of 24 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA BUSINESS LIABILITY COVERAGE FORM g• Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (3) (5) J• (2) The use of "mobile equipment" in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. i. War "Bodily injury", "property damage" or "personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. Professional Services "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to: (1) Legal, accounting or advertising services; (2) Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; Supervisory, inspection, architectural or engineering activities; (4) Medical, surgical, dental, x-ray or nursing services treatment, advice or instruction; Any health or therapeutic service treatment, advice or instruction; (6) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; Optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; (3) (3) (5) (7) Page 6 of 24 Form SS 00 08 04 05 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting,demonstration or distribution of ophthalmic lenses and similar products; (9) Any: (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c) Similar services; (10) Services in the practice of pharmacy; and (11) Computer consulting, design or programming services, including web site design. Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. - Coverages. k. Damage To Property "Property damage" to: (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) (4) Personal property in the care, custody or control of the insured; That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. (5) Property loaned to you; Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate Limit of Insurance applies to Damage To Premises Rented To You as described in Section D. - Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". I. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury "Personal and advertising injury': (1) Arising out of oral, written or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity; (2) Arising out of oral, written or electronic publication of material whose first publication took place before the beginning of the policy period; Arising out of a criminal act committed by or at the direction of the insured; (4) Arising out of any breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement"; Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; (6) Arising out of the wrong description of the price of goods, products or services; Arising out of any violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity. However, this exclusion does not apply to infringement, in your "advertisement", of (a) Copyright; (b) Slogan, unless the slogan is also a trademark, trade name, service mark or other designation of origin or authenticity; or (3) (5) (7) (8) (9) (c) Title of any literary or artistic work; Arising out of an offense committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of web sites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising injury" in Section G. — Liability And Medical Expenses Definitions. For the purposes of this exclusion, placing an "advertisement" for or linking to others on your web site, by itself, is not considered the business of advertising, broadcasting, publishing or telecasting; Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control; (10) Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11) Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12) Arising out of: (a) An "advertisement" for others on your web site; (b) Placing a link to a web site of others on your web site; (c) Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics or images; or (d) Computer code, software or programming used to enable: (i) Your web site; or (ii) The presentation or functionality of an "advertisement" or other content on your web site; Page 8 of 24 Form SS 00 08 04 05 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA BUSINESS LIABILITY COVERAGE FORM q• (13) Arising out of a violation of any anti- trust law; (14) Arising out of the fluctuation in price or value of any stocks, bonds or other securities; or (15) Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or member of the insured. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". r. Employment -Related Practices "Bodily injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment -related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the employment -related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t. Violation Of Statutes That Govern E- Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You — Exception For Damage By Fire, Lightning or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in Section D. - Liability And Medical Expenses Limits Of Insurance. (3) Form SS 00 08 04 05 Page 9 of 24 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products -Completed Operations Hazard Included with the "products -completed operations hazard". Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. g• e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co - "employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. — Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (g) Page 12 of 24 Form SS 00 08 04 05 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, architectural activities. inspection, or engineering e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products - completed operations hazard". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products - completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Form SS 00 08 04 05 Page 13 of 24 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Page 14 of 24 Form SS 00 08 04 05 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and The nature and location of any injury or damage arising out of the "occurrence" or offense. (3) b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. (3) f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. (3) (5) Form SS 00 08 04 05 Page 15 of 24 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. — Coverages. Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — Coverages. (3) (5) Page 16 of 24 Form SS 00 08 04 05 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or When You Add Others As An Additional Insured To This Insurance (7) That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured - Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations; or b. In connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and 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: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 3. Additional Insured - Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured - Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Lessor of Leased Equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. 5. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and 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: (1) Any "occurrence" that takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Additional Insured - State Or Political Subdivision — Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - Permits, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included in the "product -completed operations" hazard. 7. Additional Insured — Vendors a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) (referred to below as vendor) shown in the Declarations as an Additional Insured - Vendor, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. The insurance afforded to the vendor is subject to the following additional exclusions: (1) This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 8. Additional Insured — Controlling Interest WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Controlling Interest, but only with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. (g) Form SS 00 08 04 05 Page 19 of 24 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured — Co -Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured — Co - Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: Radio; Television; Billboard; Magazine; Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7. "Electronic data" means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or (3) b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. — Liability and Medical Expenses Limits of Insurance. b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury', arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; (3) Page 22 of 24 Form SS 00 08 04 05 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA BUSINESS LIABILITY COVERAGE FORM c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. g• 19. "Products -completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your "employee"; Form SS 00 08 04 05 Page 23 of 24 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. Page 24 of 24 Form SS 00 08 04 05 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA From: Gomez Jr., Francisco (Frank) To: Caseres, Luis; Quevedo, Terry; Aviles, Yesenia Subject: RE: Certiicate - Curtis & Rogers Design Studio - City of Miami Date: Monday, March 30, 2026 9:56:43 AM Attachments: imaae003.Dnq image005.pnq Good morning Luis, The COI is adequate. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management 14 N.E. 1st Avenue 2nd Floor Miami, Florida 33132 (305) 416-1740 Office (305) 416-1760 Fax fgomez@miamigov.com "Serving, Enhancing, and Transforming our Community" From: Caseres, Luis <Lcaseres@miamigov.com> Sent: Monday, March 30, 2026 9:49 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Quevedo, Terry <TQuevedo@miamigov.com>; Aviles, Yesenia <YAviles@miamigov.com> Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA Detail by Entity Name DIVISION OF CORE f 1 fill , eorg J ?�pD p ArI'1r. 'i\f an official lige of Ilikrala w• sid9 Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Profit Corporation CURTIS & ROGERS DESIGN STUDIO, INC. Filing Information Document Number S89127 FEI/EIN Number 65-0294753 Date Filed 10/23/1991 State FL Status ACTIVE Last Event AMENDMENT Event Date Filed 10/05/1992 Event Effective Date NONE Principal Address 7520 S. Red Road Suite M South Miami, FL 33143 Changed: 07/09/2013 Mailing Address 7520 S. Red Road Suite M South Miami, FL 33143 Changed: 07/09/2013 Registered Agent Name & Address TRIFILETTI, JESSICA 9211 SW 130TH STREET MIAMI, FL 33176 Name Changed: 04/17/2019 Address Changed: 04/17/2019 Officer/Director Detail Name & Address Title President/Treasurer https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=CURTISR... 1/3 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA Detail by Entity Name Curtis, Aida M. 7520 S. Red Road Suite M South Miami, FL 33143 Title Vice -President Rogers-Pomaville, Jennifer Joan 7520 S. Red Road Suite M South Miami, FL 33143 Title Secretary Ferrer, Rafael J 7520 S. Red Road Suite M South Miami, FL 33143 Annual Reports Report Year Filed Date 2024 01/03/2024 2025 02/10/2025 2026 01/30/2026 Document Images 01 /30/2026 -- ANNUAL REPORT 02/10/2025 -- ANNUAL REPORT 01 /03/2024 -- ANNUAL REPORT 01 /23/2023 -- ANNUAL REPORT 01/14/2022 --ANNUAL REPORT 01/28/2021 -- ANNUAL REPORT 01 /21 /2020 -- ANNUAL REPORT 04/17/2019 -- Reg. Agent Change 02/26/2019 -- ANNUAL REPORT 01 /17/2018 -- ANNUAL REPORT 01 /18/2017 -- ANNUAL REPORT 01 /04/2016 -- ANNUAL REPORT 01 /06/2015 -- ANNUAL REPORT 01 /06/2014 -- ANNUAL REPORT 07/09/2013 -- AMENDED ANNUAL REPORT 01 /08/2013 -- ANNUAL REPORT 01/04/2012 --ANNUAL REPORT 01/04/2011 --ANNUAL REPORT 01 /08/2010 -- ANNUAL REPORT 01 /08/2009 -- ANNUAL REPORT 01 /11 /2008 -- 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 https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=CU RTISR... 2/3 Docusign Envelope ID: F59545C1-418C-8CD5-8183-584377D07AEA Detail by Entity Name 01 /08/2007 -- ANNUAL REPORT 01 /18/2006 -- ANNUAL REPORT 01 /24/2005 -- ANNUAL REPORT 01 /09/2004 -- ANNUAL REPORT 01 /13/2003 -- ANNUAL REPORT 02/15/2002 -- ANNUAL REPORT 02/09/2001 -- ANNUAL REPORT 01 /13/2000 -- ANNUAL REPORT 01 /23/1999 -- ANNUAL REPORT 01 /27/1998 -- ANNUAL REPORT 03/24/1997 -- ANNUAL REPORT 04/18/1996 -- ANNUAL REPORT 03/27/1995 -- ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=CU RTISR... 3/3 0 docusign.. Certificate Of Completion Envelope Id: F59545C1-418C-8CD5-8183-584377D07AEA Subject: RFQ 17-18-061 Memo/Amendment No 1 - ADAPTIVE REDESIGN FOR JOSE MARTI PARK" Source Envelope: Document Pages: 96 Signatures: 8 Certificate Pages: 6 Initials: 0 AutoNav: Enabled Stamps: 1 Envelopeld Stamping: Enabled Time Zone: (UTC-05:00) Eastern Time (US & Canada) Status: Completed PROJECT Envelope Originator: Luis Caseres 444 SW 2ND AVE, 5th Floor Miami, FL 33130 Icaseres@miamigov.com IP Address: 149.19.33.232 Record Tracking Status: Original 5/20/2026 4:17:24 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 Annie Perez annieperez@miamigov.com Director Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Asael Marrero amarrero@miamigov.com Assistant City Manager Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: 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 Completed Using IPAddress: 138.43.105.128 —DocuSigned by: 89540EB73CAC468... Signature Adoption: Pre -selected Style Using IPAddress: 138.43.105.186 f—DocuSigned by: �COF4AD9AB03B45A... Signature Adoption: Uploaded Signature Image Using IPAddress: 199.181.140.217 Signed using mobile p—DocuSigned by: N444 C014k-W;.1.t4. 4 84B700975DEA418 Signature Adoption: Pre -selected Style Using IPAddress: 163.120.80.16 Sent: 5/20/2026 4:30:50 PM Viewed: 5/20/2026 4:30:58 PM Signed: 5/20/2026 4:31:09 PM Sent: 5/20/2026 4:31:12 PM Resent: 5/27/2026 10:12:09 AM Resent: 5/28/2026 9:04:10 AM Viewed: 5/28/2026 10:19:36 AM Signed: 5/28/2026 10:24:59 AM Sent: 5/28/2026 10:25:01 AM Viewed: 5/28/2026 10:30:30 AM Signed: 5/28/2026 10:32:18 AM Sent: 5/28/2026 10:32:21 AM Viewed: 5/28/2026 8:30:44 PM Signed: 5/28/2026 8:33:04 PM Signer Events Signature Timestamp 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 Hannon, Todd thannon@miamigov.com City Clerk City of Miami Signing Group: CITY CLERK ATTESTATION Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 6/17/2025 2:57:18 PM ID:459d62f8-6b29-49cb-b98d-1599dcc98ebc Luis Caseres Icaseres@miamigov.com Construction Procurement Assistant Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign -Signed by: \-A66C256F2C6A476... Signature Adoption: Drawn on Device Using IPAddress: 163.120.80.16 C/D000 Signed by: E46D7560DCF1459... Signature Adoption: Uploaded Signature Image Using IPAddress: 138.43.105.128 Completed Using IPAddress: 149.19.33.232 Sent: 5/28/2026 8:33:08 PM Viewed: 5/29/2026 2:21:56 PM Signed: 5/29/2026 2:22:34 PM Sent: 5/29/2026 2:22:39 PM Viewed: 5/29/2026 3:00:45 PM Signed: 5/29/2026 3:47:46 PM Sent: 5/29/2026 3:47:51 PM Viewed: 5/29/2026 4:10:38 PM Signed: 5/29/2026 4:10:55 PM 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 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 Sent: 5/28/2026 8:33:07 PM Carbon Copy Events Status Timestamp 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 Sent: 5/29/2026 2:22:36 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/20/2026 4:30:50 PM Certified Delivered Security Checked 5/29/2026 4:10:38 PM Signing Complete Security Checked 5/29/2026 4:10:55 PM Completed Security Checked 5/29/2026 4:10:55 PM 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: Asael Marrero, Hannon, Todd ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Miami (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. 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Olivera, Rosemary From: Sent: To: Cc: Subject: Attachments: Caseres, Luis Friday, May 29, 2026 4:36 PM Lima, Cristiane; Hansen, Anthony; Ponassi Boutureira, Fernando; Perez, Annie; Darrington, Mario; McGinnis, Lai -Wan Fossler, Thomas; Hannon, Todd; Olivera, Rosemary; Gomez, Marta; Johnson, Antiwonesha; Atkison, Nicholas; Dubuisson, Fabiola RE: Document Distribution - RFQ 17-18-061 - "KEEPING CURRENT: ADAPTIVE REDESIGN FOR JOSE MARTI PARK" PROJECT RFQ_17-18-061_MemoAmendment_No_1_-_ADAPTIVE-Executed 05-29-2026.pdf Good afternoon, 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 24-2176 Todd: Please find attached the fully executed copy of agreement that is to be considered an original agreement for your records. Document Type: First Party: Second Party: Program/Purpose: PARK PROJECT Effective Date: Best regards, Amendment No 1 and Memo City of Miami Curtis & Rogers Design Studio, Inc. KEEPING CURRENT: ADAPTIVE REDESIGN FOR JOSE MARTI 05/29/2026 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. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. If you're not already a Vendor, click on or scan the QR Code to register as a new vendor for the City of Miami. 2