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HomeMy WebLinkAbout26142AGREEMENT INFORMATION AGREEMENT NUMBER 26142 NAME/TYPE OF AGREEMENT HARBOUR CONSTRUCTION INC. DESCRIPTION CONSTRUCTION CONTRACT/BRICKELL & COCONUT GROVE SEAWALLS PROJECT D-2/FILE ID: 19259/R-26-0225/MATTER I D : 26-996 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: C9626620-539F-8E89-8099-F0D6654B3C4C 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: Harbour Construction, Inc. IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $ 2,395,784.58 FUNDING INVOLVED? TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) Construction Contract ■ ■ YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT NO NO PURPOSE OF ITEM (BRIEF SUMMARY): RFQ 25-26-003 - Brickell and Coconut Grove Seawall Improvements - D2 - Project No. 40-B233809 COMMISSION APPROVAL DATE: 5/14/2026 FILE ID: 19259 ENACTMENT NO.: R-26-0225 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN DIRECTOR OF PROCUREMENT/CHIEF PROCUREMENT OFFICER Reviewed and OK to proceed. Fernando Ponassi May 20, 2026 1 14:15:42 Annie Perez, CPPODocuSigned EDT SIGNATURE: David Ruiz EDT SIGNATURE: b fir`.A.,:" ( t-89540EB73CAf ,—DocuSigned b} Fmk a RISK MANAGEMENT May 20, 2026 1 14:59:50 BUDGET OFFICE Funding is available for specific phases as per award memo. May 20, 2026 23:06:23 Marie Gouin EDT SIGNATURE: `-27395C631821 ,—Signed by: —%/ LEM 5/20/26 CITY ATTORNEY /s/ TMF 26 996 Matter ID No. 26-996 May 27, 2026 1 12:05:32 George K. Wysong III EDT SIGNATURE: —5F6E831796C. DocuSigned t at-WT. t ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER May 28, 2026 1 13:21:37 Erica T. Paschal Darling, CPA EDT SIGNATURE: —88776E9FE88 DocuSigned b e . Pac ''=5'E85'D5-0A53B ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS N/A Barbara Hernandez, MPA N/A SIGNATURE: ASSISTANT CITY MANAGER, CHIEF OF INFRASTRUCTURE May 28, 2026 1 13:23:10 Asael Marrero EDT SIGNATURE: DocuSigned by -COF4AD9AB03E DEPUTY CITY MANAGER May 28, 2026 1 20:21:58 Natasha Colebrook -Williams EDT DocuSigned by N � 6SIGNATURE: CITY MANAGER May 29, 2026 1 14:23:40 James Reyes EDT SIGNATURE: % 84B7009 56 A Sign CITY CLERK May 29, 2026 1 15:48:45 Todd Hannon EDT SIGNATURE: ,A68C2561- 611 DocuSigned by c,,,, E46D7560DCFV 468... E7... 495... L sal 48B... 4BC... 45A.. 1 B... 78... 59... -U PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER PR 26021 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C CONSTRUCTION CONTRACT OVERVIEW CONTRACT TITLE: BidSafe/RFQ No. 25-26-003 Brickell and Coconut Grove Seawall Improvements - D2 - Project No. 40-B233809 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer - Authority level of $ N/A ❑ City Manager - Authority level of $ N/A ❑x City Commission - RESOLUTION No. 26-0225 2. PROCUREMENT METHOD: ❑ RFP/Q ® ITB ❑ SOLE SOURCE ❑ PIGGY -BACK ❑ PROFESSIONAL SERVICES UNDER $25,000 ❑ OTHER (Please explain): 3. IF THIS IS AN AMENDMENT, WHAT IS THE NUMBER OF THE AMENDMENT AND WHAT DOES THIS AMENDMENT DO (INCREASE CAPACITY, CHANGE IN TERMS, ETC) BE SPECIFIC. N/A 4. WAS THE AMENDMENT APPROVED BY THE CITY COMMISSION? ❑ YES ❑ NO IF YES, WHAT IS THE RESOLUTION NUMBER? 5. WHAT IS THE SCOPE OF WORK? The Brickell and Coconut Grove Seawall Improvements ("Project") involves comprehensive infrastructure improvement and the repair of three (3) seawalls located in the Brickell and Coconut Grove neighborhoods. The work consists of furnishing all materials, labor, permits and equipment necessary for the replacement of existing seawalls and outfall pipes, installation of manhole structures, pollution control structures, manatee grates, riprap, guardrails, pavement, milling and resurfacing, signage and pavement markings, and landscaping. 6. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? Department of Resilience and Public Works ("RPW') 7. IS THE AWARDEE THE INCUMBENT? N/A 8. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? N/A Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 9. WHEN DOES THE CURRENT CONTRACT EXPIRE? Upon final completion of the Project. 10. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? N/A 11.WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? Lowest responsive and responsible Bidder Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C James Reyes City Manager CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM Annie Perez, CPPO Director/Chief Procurement Officer Department of Procurement ,-DDocusigned by: 1 CFA23D1 DA754FF... PP DATE: March 24, 2026 SUBJECT: Recommendation for Award of a Construction Services Contract for Brickell and Coconut Grove Seawall Improvements - D2, Project Nos. 40- B233809. REFERENCES: BidSafe / Request for Quotation ("BidSafe/RFQ") No. 25-26-003 ENCLOSURES: Bid Security List, Contractor's Price Proposal RECOMMENDATION: Based on the findings below, the City of Miami ("City") Department of Procurement ("Procurement") hereby recommends that the referenced contract be awarded to Harbour Construction, Inc. ("HCI"), who has been deemed the lowest responsive and responsible Bidder for BidSafe/RFQ No. 25-26-003, Brickell and Coconut Grove Seawall Improvements - D2, Project Nos. 40- B233809 ("Project"). BACKGROUND: On December 29, 2025, Procurement issued a solicitation under full and open competition to obtain bids from qualified firms. On February 6, 2026, Procurement received four (4) bids in response to the solicitation (see attached Bid Security List). Pursuant to the solicitation, Bidders were required to 1) Hold a current Certified General Contractor ("CGC") license from the State of Florida and have a minimum of five (5) years' experience under its current business name; 2) the CGC or a Subcontractor had to demonstrate experience as the Prime Contractor for at least three (3) projects of similar size, scope, and complexity to the project, ongoing or completed within the last ten (10) years. The referenced projects must have a proven track record of coordination with and between trades such as structural, drainage, and roadway work as required for the construction; and 3) the submitted reference projects had to demonstrate that i) the Bidder was the General Contractor for the project; and ii) the Bidder self -performed at least ten percent (10%) of the physical labor construction work for said seawall project. FINDINGS: Procurement conducted its due diligence on the bids received, following the guidelines published in the solicitation. As a result of the due diligence effort, the apparent lowest bidder, HCI was deemed responsive and compliant with the Minimum Requirements stipulated in the "Notice to Contractors," and demonstrated the required prior experience in projects of comparable scope, scale, and complexity similar to the Project. The City's Department of Resilience and Public Works ("RPW") reviewed and evaluated HCI's bid and compared it with the estimate of probable construction cost prepared by BCC Engineering, Inc. ("BCC"), the Engineer of Record ("EOR") for the Project. RPW and the FOR discussed line items that exceeded the construction cost estimate, and after a thorough and deliberate discussion, RPW decided to hold a negotiation meeting with HCI on March 3, 2026. Upon completion of this meeting, HCI was directed to submit a Best and Final Offer ("BAFO") on March 4, 2026, which HCI provided on March 10, 2026. Subsequently, on March 11, 2026, RPW accepted HCI's BAFO for the Projects as reasonable, based on current market conditions in the construction industry, and recommended to award the Projects to HCI, on a phased basis. Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Page 2 - Recommendation of Award of BidSafe/RFQ No. 25-26-003, Brickell and Coconut Grove Seawall Improvements - D2, Project No. 40-B233809. James Reyes, City Manager Based on the above findings, Procurement hereby recommends that the Project be awarded to HCI as shown below: HARBOUR CONSTRUCTION, INC. BID ITEMS BID ITEMS VALUES Total Lump Sum Bid Phase 1 (Royal Road Seawall) $413,080.04 Dedicated Allowance (Including Permits, Traffic Control Officer ("TCO"), and Mitigation) $54,390.00 Ten Percent (10%) Owner's Contingency $41,308.00 Construction Subtotal Bid Phase 1 $508,778.04 Total Lump Sum Bid Phase 2 (Crystal View Court Seawall) $837,345.97 Dedicated Allowance (Including Permits, Traffic Control Officer ("TCO"), and Mitigation) $54,390.00 Ten Percent (10%) Owner's Contingency $83,734.60 Construction Subtotal Bid Phase 2 $975,470.57 Total Lump Sum Bid Phase 3 (Matheson Avenue Seawall) $779,223.61 Dedicated Allowance (Including Permits, Traffic Control Officer ("TCO"), and Mitigation) $54,390.00 Ten Percent (10%) Owner's Contingency $77,922.36 Construction Subtotal Bid Phase 3 $911,535.97 TOTAL CONTRACT AWARD VALUE $2,395,784.58 The total contract award value is $2,395,784.58, inclusive of Dedicated Allowances and Owner's Contingency as shown above. The original bid price submitted totaled $2,463,105.00; therefore, negotiations resulted in $67,320.42 or 2.73% of savings for our taxpayers. CONTRACT EXECUTION: Accordingly, Procurement hereby requests authorization to prepare and execute a contract with HCI Construction, Inc., Pursuant to Resolution R-25-0208, approved by the City Commission on June 17, 2025, amending Section 18-117, "Economic Stimulus Awards and Agreements" of the City Code, the City Manager has delegated authority to award this contract and execute the ensuing agreement. Funding is currently available to complete Phase 1, while authorization to proceed with Phases 2 and 3 will be given upon verification of available funding provided by the Office of Management and Budget ("OMB"), and at the sole discretion of the City. Your signature below indicates your approval of Procurement's recommendation. -Signed by: Approved: ` 8C 6 2C6A4,8 James Reyes, City Manager Date: April 2, 2026 1 13:56:42 EDT c: Natasha Colebrook -Williams, Deputy City Manager Asael "Ace" Marrero, AIA, Assistant City Manager/Chief of Infrastructure Erica T. Paschal Darling, CPA, Assistant City Manager/Chief Financial Officer Asael Marrero, Assistant City Manager/Chief of Infrastructure Thomas Fossler, Assistant City Attorney, Office of the City Attorney Juvenal Santana, P.E., C.F.M., Director, RPW Fernando V. Ponassi, MA Arch., MA PPA, LEED°AP, Assistant Director, Procurement PR26006 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C QItj of Aiianti ANNIE PEREZ, CPPO Director/Chief Procurement Officer March 4, 2026 Ms. Leyla De La Espriella Vice President Harbour Construction, Inc. 7340 SW 48 Street, Suite 102 Miami, FL 33155 JAMES REYES City Manager SENT VIA EMAIL: LDELAEgharbourconstruction.com RE: BEST AND FINAL OFFER - BidSafe/Request for Quotation ("RFQ") No. 25-26-003, Brickell and Coconut Grove Seawall Improvements - D2, Project No. 40-B233809 Ms. De La Espriella, The City of Miami ("City") is in receipt of the bid submitted by Harbour Construction, Inc. ("Harbour") in response to BidSafe/RFQ No. 25-26-003, Brickell and Coconut Grove Seawall Improvements - D2, Project No. 40-B233809. The bid closed on February 6, 2026, and Harbour was the apparent lowest responsive and responsible Bidder. Pursuant to Section 18-85 of the City's Procurement Code, the City has the authority to negotiate for better pricing or rebid, whichever is in its best interest. On March 3, 2026, the City held a meeting with Harbour to discuss the proffered bid for some line items exhibiting variances from the Engineer of Record's (EOR) cost estimate. As agreed during said meeting, the City has provided you with a bid comparison between the estimate and your bid price, prepared by the EOR. The City hereby requests that you carefully analyze your bid price for any cost savings you can in turn extend to the City; and provide what is considered your firm's "best and final offer" ("BAFO") as it pertains to your cost for the construction services of Brickell and Coconut Grove Seawall Improvements. This offer should be sent to the attention of Ms. Cristiane Lima, via email at CLima@miami.gov no later than close of business on Tuesday, March 10, 2026. Please indicate your firm's best and final offer in the space provided in the Column E ("Best and Final Unit Cost") of the attached BAFO Forms. Leyla De La Espriella Print Name Vicepresident Title Sincerely, Jirr, . art: for Annie Perez, CPPO Director/Chief Procurement Officer AP/cl Signature 3/1 0/26 Date Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C BAFO FORM City Project 40-B233809 - CRYSTAL VIEW COURT SEAWALL No. PAY ITEM DESCRIPTION UNIT UNIT PRICE Qty COST 1 Panel installation SF $124.80 560 $69,888.00 2 King pile installation LF $514.80 390 $200,772.00 3 Seawall cap LF $845.00 40 $33,800.00 4 Outfall pipe penetration LS $42,190.20 1 $42,190.20 5 Rip rap installation LF $937.30 40 $37,492.00 6 Restoration of disturbed area SF $92.30 400 $36,920.00 7 As -built record drawings LS $11,180.00 1 $11,180.00 8 Silt fence LF $67.60 100 $6,760.00 9 Turbity barrier LF $146.90 70 $10,283.00 10 Sod Restoration SY $65.00 78 $5,070.00 11 Tree Fence LF $32.50 40 $1,300.00 12 Inlet Protection LS $650.00 1 $650.00 13 30 inch Manatee grate LS $3,640.00 1 $3,640.00 14 Pollution control Structure (HYDRODYNAMIC SEPARATOR) LS $244,781.40 1 $244,781.40 15 Existing basin demolition LS $7,137.00 1 $7,137.00 16 Vibration Monitoring LA $15,000.00 1 $15,000.00 BASE BID TOTAL - - $726,863.60 17 Mobilization LS $95,195.10 1 $95,195.10 18 Payment of Performance Bond (2% of Base Bid) 2% 1 $14,537.27 19 Maintenance of Traffic LS $750.00 1 $750.00 MOBILIZATION, BOND AND MOT PAY ITEMS $110,482.37 20 Allowance for permits and permit requirements LA $7,500.00 1 $7,500.00 21 Allowance for Off Duty Police ($/hr) HR $90.00 521 $46,890.00 DEDICATED ALLOWANCE - - - $54,390.00 22 10% Owner's Contingency 10% 1 $83,734.60 CONTINGENCY ALLOWANCE - - - $83,734.60 TOTAL BID $975,470.57 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C BAFO FORM City Project 40-B233809 - MATHESON AVENUE SEAWALL No. PAY ITEM DESCRIPTION UNIT UNIT PRICE Qty COST 1 Panel installation SF $124.80 528 $65,894.40 2 King pile installation LF $514.80 360 $185,328.00 3 Seawall cap LF $845.00 40 $33,800.00 4 Outfall pipe penetration LS $42,190.20 1 $42,190.20 5 Rip rap installation LF $937.30 44 $41,241.20 6 Restoration of disturbed area SF $109.20 440 $48,048.00 7 As -built record drawings LS $11,180.00 1 $11,180.00 8 Silt fence LF $67.60 100 $6,760.00 9 Turbity barrier LF $146.90 100 $14,690.00 10 Demolition LF $247.00 44 $10,868.00 11 Sod Restoration SY $65.00 78 $5,070.00 12 Tree Fence LF $32.50 20 $650.00 13 Inlet Protection LS $65.00 1 $65.00 14 30 inch Manatee grate LS $3,640.00 1 $3,640.00 15 Pollution control Structure (HYDRODYNAMIC SEPARATOR) LS $188,730.60 1 $188,730.60 16 Vibration Monitoring LA $19,500.00 1 $19,500.00 BASE BID TOTAL - - - $677,655.40 17 Mobilization LS $ 87,265.10 1 $87,265.10 18 Payment of Performance Bond (2% of Base Bid) 2% 1 $13,553.11 19 Maintenance of Traffic LS $ 750.00 1 $750.00 MOBILIZATION, BOND AND MOT PAY ITEMS $101,568.21 20 Allowance for permits and permit requirements LA $7,500.00 1 $7,500.00 21 Allowance for Off Duty Police ($/hr) HR $90.00 521 $46,890.00 DEDICATED ALLOWANCE - - - $54,390.00 22 10% Owner's Contingency 10% 1 $77,922.36 CONTINGENCY ALLOWANCE - - - $77,922.36 TOTAL BID $911,535.97 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C BAFO FORM City Project 40-B233809 - ROYAL ROAD SEAWALL No. PAY ITEM DESCRIPTION UNIT UNIT PRICE Qty COST 1 Panel installation SF $124.80 301 $37,564.80 2 King pile installation LF $514.80 300 $154,440.00 3 Seawall cap LF $845.00 30 $25,434.50 4 Outfall pipe penetration LS $22,190.20 1 $22,190.20 5 Rip rap installation LF $937.30 30 $28,212.73 6 Restoration of disturbed area SF $106.60 301 $32,086.60 7 As -built record drawings LS $11,180.00 1 $11,180.00 8 Silt fence LF $67.60 70 $4,732.00 9 Turbity barrier LF $146.90 50 $7,345.00 10 Demolition LF $247.00 30 $7,434.70 11 Gravel Restoration (to match existing) SY $70.20 148 $10,389.60 12 Tree Fence LF $70.20 102 $7,160.40 13 Vibration Monitoring LA $19,500.00 1 $19,500.00 BASE BID TOTAL - - - $367,670.53 14 Mobilization LS $37,306.10 1 $37,306.10 15 Payment of Performance Bond (2% of Base Bid) 2% 1 $7,353.41 16 Maintenance of Traffic LS $750.00 1 $750.00 MOBILIZATION, BOND AND MOT PAY ITEMS $45,409.51 17 Allowance for permits and permit requirements LA $7,500.00 1 $7,500.00 18 Allowance for Off Duty Police ($/hr) HR $90.00 521 $46,890.00 DEDICATED ALLOWANCE - - - $54,390.00 19 10% Owner's Contingency 10% 1 $41,308.00 CONTINGENCY ALLOWANCE - - - $41,308.00 TOTAL BID $508,778.04 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C SOURCEWELL BIDSAFE/RFO ELECTRONIC BIDDING SYSTEM BID SECURITY LIST BID ITEM: Brickell and Coconut Grove Seawall Improvements - D2, Project No. 40-B233809 BID NUMBER: BIDSAFE/RFQ NO. 25-26-003 DATE BID OPENED: 02/06/2026 TIME: 3:OOPM BIDDER BID TOTAL BID BOND (ER) AMOUNT CASHIER'S CHECK Harbour Construction, Inc $2,463,105.00 5% Team Contracting, Inc $2,522,651.00 5% Florida Engineering and Dev $2,604,426.00 5% David Mancini & Sons, Inc $4,316,750.00 5% Gustavo Arauz Received (4) bid(s) on behalf: City of Miami Department of Procurement Person Receiving Bid(s) On: 2/9/2026 Today's Date PREPARED BY: Cristiane Lima Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C TY COMMISSION, WITH ATTACHMENT(S), PURSUANT TO SECTION 18-86 OF ... J/ IJ/GV, IV.JV !\IYI - V-VGGJ 1\ !\ LVVLV I IVIY VI IYII VI Miami FL Resolution R-26-0225 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), PURSUANT TO SECTION 18-86 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), APPROVING THE CITY MANAGER'S AWARD RECOMMENDATION FOR REQUEST FOR QUALIFICATIONS ("RFQ") NO. 25-26-003, SEAWALL IMPROVEMENTS - D2, PROJECT NO. 40-B233809 ("PROJECT") TO HARBOUR CONSTRUCTION, INC. ("CONTRACTOR"), ATTACHED AND INCORPORATED AS EXHIBIT "A"; ALLOCATING FUNDS FROM THE DEPARTMENT OF RESILIENCE AND PUBLIC WORKS ("RPW") PROJECT NO. 40-B233809 FOR THIS PURPOSE, SUBJECT TO BUDGETARY APPROVAL AT THE TIME OF NEED; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE AN AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, WITH CONTRACTOR FOR CONSTRUCTION SERVICES FOR THE PROJECT, WHICH SHALL BE PERFORMED IN PHASES, IN AN ESTIMATED AMOUNT OF TWO MILLION THREE HUNDRED NINETY-FIVE THOUSAND SEVEN HUNDRED EIGHTY-FOUR DOLLARS AND FIFTY-EIGHT CENTS ($2,395,784.58), PROVIDED, HOWEVER, THAT A NOTICE TO PROCEED ("NTP") FOR ANY INDIVIDUAL PHASE IS EXPRESSLY SUBJECT TO THE AVAILABILITY OF FUNDS AND PRIOR BUDGETARY APPROVAL AT THE TIME OF ISSUANCE; FURTHER AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS, INCLUDING ANY AMENDMENTS AND EXTENSIONS, ALL IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, SUBJECT TO ALL ALLOCATIONS, APPROPRIATIONS, PRIOR BUDGETARY APPROVALS, AND COMPLIANCE WITH APPLICABLE PROVISIONS OF THE CITY CODE, INCLUDING THE CITY OF MIAMI'S PROCUREMENT ORDINANCE, ANTIDEFICIENCY ACT, AND FINANCIAL INTEGRITY PRINCIPLES, ALL AS SET FORTH IN CHAPTER 18 OF THE CITY CODE, AND IN COMPLIANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS, AS MAY BE DEEMED NECESSARY FOR SAID PURPOSE; PROVIDING FOR AN EFFECTIVE DATE. Information Department: Commissioners and Mayor Sponsors: Commissioner, District Two Damian Pardo Category: Elected Official Item Attachments Agenda Summary and Legislation 19259 Exhibit 19259 Back -Up Documents Body/Legislation WHEREAS, on December 19, 2025, the Department of Procurement ("Procurement"), on behalf of RPW, issued BidSafe / Request for Qualifications ("RFQ") No. 25-26-003 for construction services for Seawall Improvements - D2, Project No. 40-B233809 ("Project") under full and open competition to procure construction services pursuant to Section 18-86 of the Code of the City of Miami, Florida, as amended ("City Code"); and WHEREAS, on February 6, 2026, Procurement received four (4) bids in response to the solicitation; and https://miamifl.igm2.com/Citizens/Detail_LegiFile.aspx?ID=19259&highlightTerms=seawall&Print=Yes 1/2 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C TY COMMISSION, WITH ATTACHMENT(S), PURSUANT TO SECTION 18-86 OF ... V.JV !\IYI - V-VGGJ I I !\ 1\LVVLV VIY VI IYII VI WHEREAS, Harbour Construction, Inc. ("Contractor") was deemed the lowest responsive and responsible Bidder; and WHEREAS, the City Manager recommends that the City Commission authorize the negotiation and execution of an agreement with Contractor for construction services for the Project, to be performed in phases, in an estimated amount of Two Million Three Hundred Ninety -Five Thousand Seven Hundred Eighty -Four Dollars and Fifty -Eight Cents ($2,395,784.58), inclusive of a Dedicated Allowance in the amount of One Hundred Sixty -Three Thousand One Hundred Seventy Dollars and Zero Cents ($163,170.00), and a ten percent (10%) owner's contingency in the amount of Two Hundred Two Thousand Nine Hundred Sixty -Four Dollars and Ninety -Six Cents ($202,964.96), as set forth in Exhibit "A," attached and incorporated; and WHEREAS, funds in the amount of Five Hundred Eight Thousand Seven Hundred Seventy -Eight Dollars and Four Cents ($508,778.04) are currently available for the initial phase of the Project; and WHEREAS, the issuance of a Notice to Proceed for each subsequent phase of the Project (Phases 2 and 3) shall be at the sole discretion of the City and expressly subject to the availability of funds, verification by the Office of Management and Budget ("OMB"), and prior budgetary approval at the time of issuance; and WHEREAS, it is in the best interest of the City to approve the City Manager's recommendation and authorize the negotiation and execution of an agreement with the recommended Contractor for construction services on the Project consistent with the terms herein; 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. Pursuant to Section 18-86 of the City Code, the City Commission hereby approves the City Manager's award recommendation for RFQ No. 25-26-003, Seawall Improvements - D2, Project No. 40- B233809 to Contractor, as set forth in Exhibit "A," attached and incorporated. Section 3. Funds are hereby allocated from the Department of Resilience and Public Works ("RPW") Project No. 40-B233809 for this purpose, subject to budgetary approval at the time of need. Section 4. The City Manager is authorized[1] to negotiate and execute an Agreement, in a form acceptable to the City Attorney, with Contractor for construction services for the Project, which shall be performed in phases, in an estimated contract amount of Two Million Three Hundred Ninety -Five Thousand Seven Hundred Eighty -Four Dollars and Fifty -Eight Cents ($2,395,784.58), provided, however, that a Notice to Proceed ("NTP") for any individual phase is expressly subject to the availability of funds and prior budgetary approval at the time of issuance. Section 5. The City Manager is further authorized' to negotiate and execute any and all documents, including any amendments and extensions, all in forms acceptable to the City Attorney, subject to all allocations, appropriations, prior budgetary approvals, and compliance with applicable provisions of the City Code, including the City of Miami's Procurement Ordinance, Anti -Deficiency Act, and Financial Integrity Principles, all as set forth in Chapter 18 of the City Code, and in compliance with all applicable laws, rules, and regulations, as may be deemed necessary for said purpose. Section 6. This Resolution shall become effective immediately upon its adoption. The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to, those prescribed by applicable City Charter and City Code provisions. Powered by Granicus https://miamifl.igm2.com/Citizens/Detail_LegiFile.aspx?ID=19259&highlightTerms=seawall&Print=Yes 2/2 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Tag of Miami BIDSAFE/RFQ NO. 25-26-003 BRICKELL AND COCONUT GROVE SEAWALL IMPROVEMENTS - D2 PROJECT NO. 40-B233809 ADDENDUM No. 1 January 29, 2026 TO: ALL PROSPECTIVE BIDDERS: The following changes, additions, clarifications, and/or deletions amend the above -captioned BidSafe/RFQ and shall become an integral part of the bid submitted and the Contract to be executed for BidSafe/RFQ No. 25-26-003, Brickell and Coconut Grove Seawall Improvements - D2, Project No. 40-B233809 (the "Project"). The remaining provisions are now in effect and remain unchanged. Please note the contents herein and affix them to the documents you have in hand. All attachments (if any) are available on the solicitation's e-Gordian webpage and are part of this Addendum. It is the sole responsibility of all Bidders to ensure the receipt of all addenda. Therefore, it is recommended that firms periodically check the e-Gordian webpage for this Project for updates and the issuance of addenda. MODIFICATIONS - SINCE ISSUANCE OF THE BIDSAFE/RFQ: 1. The bid due date has been extended from Friday, January 30, 2026, to Friday, February 6, 2026, by 3:00 p.m. 2. Section 1, Article 14, "Bid Award" is hereby deleted in its entirety and is replaced with the following: The City will issue the award of the Contract to the lowest responsive and responsible Bidder. The City may require demonstration of competency and, at its sole and absolute discretion, may conduct site visits, and require the Bidder to furnish documentation and/or require the Bidder to attend a meeting to determine the Bidder's qualifications and ability to meet the terms and conditions of this Contract. The City shall consider, but not be limited to, such factors as financial capability, labor force, equipment, knowledge, and experience of the trade Work to be performed, the quantity of Work being performed, and past performance on City Projects by the Bidder. The Bidder must be able to demonstrate a good record of performance and have sufficient financial resources to ensure that it can satisfactorily provide the goods and/or services required herein. The City, at its sole discretion, may determine a Bidder to be non - responsible where the Bidder has failed to perform in accordance with other Contracts with the City, any City agency or instrumentality. Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Any Bidder who, at the time of submission is involved in an ongoing bankruptcy as a debtor, or in a reorganization, liquidation, or dissolution proceeding, or if a trustee or receiver has been appointed over all or a substantial portion of the property of the Bidder under federal bankruptcy law or any state insolvency, or who is indebted to the City, and City agency or instrumentality, may be declared non -responsive. Any Bidder who may have filed a lawsuit against the City, or where the City has filed a lawsuit related to the Bidder and any City contract or won a court judgment against the Bidder, or if the Bidder is indebted to the City, or if the Bidder fails to disclose all material facts fully and completely OR TRUTHFULLY ANSWER QUESTIONS OR REQUESTS FOR INFORMATION, may be declared non -responsive. City for these purposes shall include any City agency or instrumentality. The City reserves the right to award each seawall individually based on lowest price. 3. Minimum Requirements section is hereby deleted in its entirety and is replaced with the following: 1) Have a current Certified General Contractor ("CGC") license from the State of Florida AND have a minimum of five (5) years' experience under its current business name. 2) The CGC or a Subcontractor shall demonstrate experience as the Prime Contractor for at least three (3) projects of similar size, scope, and complexity to the Project, ongoing or completed within the last ten (10) years. The General Contractor must have a proven track record of coordination with and between trades such as structural, drainage, and roadway work as required for the construction. 3) Reference projects must be submitted utilizing Form BidSafe/RFQ-GCR and shall demonstrate that the General Contractor: i) was the General Contractor for the project; and ii) self -performed at least ten percent (10%) of the physical labor construction work for said seawall project. Failure to meet this requirement will result in the bid submittal being deemed non -responsive. REQUESTS FOR INFORMATION - SINCE ISSUANCE OF BIDSAFE/RFQ: Q1. Would the City consider the experience of the subcontractor proposed by the Bidder, instead of requiring the CGC to have the experience? Al. Yes, please refer to revised Minimum Requirements listed above in Modification No. 3 of this Addendum. Q2. May a company that was not invited to bid on this contract participate as the prime contractor. A2. The City of Miami is utilizing SourceWell's Contract #050421-GGI. Therefore, only General Contractors who are pre -qualified under SourceWell for Region 7 (Miami - Dade County) are eligible to participate in this solicitation as a Prime Contractor. Any other contractor interested in participating should do so by teaming up as a subcontractor to any of the above -mentioned pre -qualified firms. Q3. Is this project by invitation only thru the BidSafe/eGordian platform? A3. Yes, this project is by invitation only through the BidSafe/eGordian platform. Please refer to response to Q2, above, for participation of contractors who are not part of SourceWell's Contract #050421-GGI, Region 7 (Miami -Dade County). Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 2 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Q4. Can a contractor register to bid on this project as the Prime Contractor prior to the bid closing? A4. No, the SourceWell Contract #050421-GGI is a closed pool of pre -qualified Contractors and will open again only when the current contract expires. Q5. What is the management fee (SourceWell) for this project? A5. The Contractor's management fee is included in the factor they provided in their solicitation through SourceWell. Prime Contractors should review their SourceWell contract for further details. Q6. How many total bids will be required? Is the intent of this solicitation to receive three (3) different bids, one (1) for each location, or one (1) for the overall project? A6. Please refer to the revised Bid Award listed above in Modification No. 2 of this Addendum. Q7. What is the anticipated start date? A7. Start date is anticipated by April 2026. Q8. Please provide a copy of the prime contract. A8. The solicitation/contract is available on the e-Gordian BidSafe Electronic Bidding System only. Q9. Does the prime contract include a material cost escalation clause? Please provide it if applicable. A9. No, there is no material cost escalation clause for this contract. Q10. Will the Contractor receive a non-compensable time extension for weather events that exceed the National Oceanic and Atmospheric Administration ("NOAA") ten (10) year average? A10. Yes. The Contractor will be required to submit a Change Proposal Request (CPR) for a time extension, along with proper justification. Q11. Will the Contractor receive a non-compensable time extension for tropical storm events? All. Yes. Please see response to Q10 above. Q12. May the Contractor commence and complete the submittal process prior to the issuance of the Notice to Proceed? Al2. The Contractor shall not commence work without an official Purchase Order. Upon issuance of the Purchase Order by the City, a Notice to Proceed will be issued. The Contractor may begin the permitting process, if approved by the Department of Resilience and Public Works (RPW). Q13. Will the City review submittals prior to the issuance of the Notice to Proceed? A13. Yes. Q14. What is RFI duration? A14. The Request for Information ("RFI") deadline was January 14, 2026, at 5:00 p.m. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 3 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Q15. What is the submittal review duration? A15. The bid response review period is typically twenty (20) business days following the bid closing date. Q16. Has the City of Miami started the permitting process? A16. Yes. Q17. What is the permit status for each seawall site for DERM, DEP/SFWMD, Army Corps, and the City of Miami Building permit? A17. All permits are either approved or in the process of final approval. Q18. Is the City of Miami responsible for securing and paying for environmental permits? A18. Yes. Q19. Will the City of Miami pay for environmental impact fees and mitigation bonds? A19. Yes. Q20. What are the insurance requirements for this project? A20. Please refer to Section 2, Article 7, "Insurance" of the Solicitation for insurance requirements. Q21. Will professional liability insurance be required? A21. Please refer to response A20 above. Q22. Will USLH, Jones Act, and Longshoreman insurance be required? A22. Please refer to response A20 above. Q23. Is Builder's Risk insurance required? A23. Please refer to response A20 above. Q24. Who will pay for the Builder's Risk insurance if required? A24. The Contractor is required to pay for Builder's Risk insurance. Q25. Who is responsible for the vibration monitoring? A25. The Contractor is responsible for the vibration monitoring. Q26. Please provide a soils report for all seawall areas. A26. The available Geotechnical Report is hereby attached. Q27. Will dredging be required at any of the locations? A27. Only as required to install the new seawalls. Q28. Has the existing soil been tested for contamination? If tested, please provide the test results of the soil tests. A28. The soil has not been tested for contamination. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 4 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Q29. BCC Engineering Detail B/S300 requires a 24" minimum penetration into the existing bay bottom. May the Contractor perform a water depth survey and adjust Kind Design concrete seawall panels to accommodate the field conditions? A29. This option may be evaluated during the shop drawing review process. For bidding purposes, follow plans as -is. Q30. Will the outfalls require any backflow preventers? A30. Backflow preventers are not required. ATTACHMENTS: ■ Pre -Bid Conference Attendance List ■ Geotechnical Report THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE CONTRACT DOCUMENT AND SHALL BE MADE A PART THEREOF. FrArr '.q for Annie Perez, CPPO Director/Chief Procurement Officer Department of Procurement, City of Miami Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 5 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C .rat Ll i xrni BIDSAFE/RFQ NO. 25-26-003 BRICKELL AND COCONUT GROVE SEAWALL IMPROVEMENTS - D2 PROJECT NO. 40-B233809 ADDENDUM No. 2 February 4, 2026 TO: ALL PROSPECTIVE BIDDERS: The following changes, additions, clarifications, and/or deletions amend the above -captioned BidSafe/RFQ and shall become an integral part of the bid submitted and the Contract to be executed for BidSafe/RFQ No. 25-26-003, Brickell and Coconut Grove Seawall Improvements - D2, Project No. 40-B233809 (the "Project"). The remaining provisions are now in effect and remain unchanged. Please note the contents herein and affix them to the documents you have in hand. All attachments (if any) are available on the solicitation's e-Gordian webpage and are part of this Addendum. It is the sole responsibility of all Bidders to ensure the receipt of all addenda. Therefore, it is recommended that firms periodically check the e-Gordian webpage for this Project for updates and the issuance of addenda. REQUESTS FOR INFORMATION - SINCE ISSUANCE OF BIDSAFE/RFQ: Q1 Royal Road Seawall - Proposed Type 4 Object Marker (0M4-1): No pay item identified. Al. Line 6 of the Bid Sheet, "Restoration of Disturbed Area" covers this requirement. Q2. Royal Road Seawall - Existing guardrail removal and replacement: No pay item identified. A2. Line 6 of the Bid Sheet, "Restoration of Disturbed Area" covers this requirement. Q3. Royal Road Seawall - Existing signage removal and replacement: No pay item identified. A3. Line 6 of the Bid Sheet, "Restoration of Disturbed Area" covers this requirement. Q4. Matheson Avenue - Pipe connection to new drainage structure shown on plans; No pay item identified. A4. Line 15 of the Bid Sheet, "Pollution Control Structure (Hydrodynamic Separator)" covers this requirement. Q5. Crystal View - Sidewalk restoration: No pay item identified. A5. Line 6 of the Bid Sheet, "Restoration of Disturbed Area" covers this requirement. Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Q6. Crystal View - Removal of Catch Basin (CB #2): No pay item identified. A6. Line 15 of the Bid Sheet, "Existing Basin Demolition" covers this requirement. Q7. Crystal View - End of street sign removal and replacement: No pay item identified. A7. Line 6 of the Bid Sheet, "Restoration of Disturbed Area" covers this requirement. Q8. Crystal View - Proposed elliptical RCP solid pipe: No pay item identified. A8. Line 14 of the Bid Sheet, "Pollution Control Structure (Hydrodynamic separator)" covers this requirement. THIS ADDENDUM IS AN ESSENTIAL PORTION OF THE CONTRACT DOCUMENT AND SHALL BE MADE A PART THEREOF. Annie Perez, CPPO Director/Chief Procurement Officer Department of Procurement, City of Miami Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 2 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C BIDSAFE/REQUEST FOR QUOTATION ("RFQ") BRICKELL AND COCONUT GROVE SEAWALL IMPROVEMENTS - D2 PROJECT NO. 40-B233809 BIDSAFE/RFQ NUMBER 25-26-003 ISSUE DATE DECEMBER 19, 2025 VOLUNTARY VIRTUAL PRE -BID CONFERENCE JANUARY 7, 2026 11:00 a.m. ADDITIONAL INFORMATION AND CLARIFICATION DEADLINE JANUARY 14, 2026 5:00 p.m. BID SUBMISSION DUE DATE ON E-GORDIAN BIDSAFE SYSTEM JANUARY 30, 2026 5:00 p.m. CONTACT Cristiane Lima Sr. Procurement Contracting Officer Department of Procurement City of Miami 444 SW 2nd Avenue, 6t" Floor Miami, Florida 33130 Phone: 305-416-1904 E-mail: CLima@miami.gov Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C TABLE OF CONTENTS NOTICE TO CONTRACTORS DEFINITIONS SECTION 1 - INSTRUCTIONS FOR SUBMISSION 1. Intention of the City 2. Scope of Work 3. Location of the Project 4. Performance of the Work 5. Examination of Contract Documents and Site 6. Addenda 7. Bid Submission 8. Bid Guaranty 9. Preparation of Bid 10. Pre -Bid Conference 11. Postponement of Bid Opening Date 12. Acceptance or Rejection of Bids 13. Environmental Regulations 14. Bid Award 15. Bid Protest 16. Cone of Silence 17. Public Entity Crime 18. Fraud and Misrepresentation 19. Collusion 20. Contractor in Arrears or Default 21. Cancellation of BidSafe/RFQ SECTION 2 - BIDSAFE/RFQ GENERAL TERMS AND CONDITIONS 1. Time is of the Essence 2. Contract Term 3. Contract Price and Guaranteed Maximum Cost/Guaranteed Maximum Price 4. Notices 5. Priority of Provisions 6. Indemnification 7. Insurance 8. Performance and Payment Bond 9. Qualification of Surety 10. General Requirements 11. Method of Performing the Work 12. Work Staging and Phasing 13. Site Investigation and Representation 14. Contractor to Check Plans, Specifications, and Data 15. Contractor's Responsibility for Damages and Accidents 16. Accidents Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C SECTION 2 - BIDSAFE/RFQ GENERAL TERMS AND CONDITIONS (Continued) 17. Safety Precautions 18. Occupational Health and Safety 19. Labor and Materials 20. Rules, Regulations, Laws, and Licenses 21. Consultant Services 22. Project Management 23. Superintendence and Supervision 24. Authority of the Project Manager 25. Inspection of Work 26. Taxes 27. Separate Contracts 28. Lands of Work 29. Coordination of Work 30. Differing Site Conditions 31. Existing Utilities 32. Contractor's Responsibility for Utility Properties and Service 33. Interfering Structures 34. Field Relocation 35. Contractor's Use of Project Site(s) 36. Warranty of Materials and Equipment 37. Material and Equipment Shipment, Handling, Storage and Protection 38. Manufacturer's Instructions 39. Manufacturer's Warranty 40. Reference Standards 41. Submittals 42. Shop Drawings 43. Product Data 44. Samples 45. Record Set 46. Supplemental Drawings and Instructions 47. Contractor Furnished Drawings 48. Substitutions 49. City Furnished Drawings 50. Interpretation of Drawings and Documents 51. Product and Material Testing 52. Field Directives 53. Changes in the Work or Contract Documents 54. Continuing the Work 55. Change Orders 56. Change Order Procedure 57. No Oral Changes 58. Value of Change Order Work 59. Extra Work Directive 60. As -Built Drawings Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C SECTION 2 - BIDSAFE/RFQ GENERAL TERMS AND CONDITIONS (Continued) 61. Worker's Identification 62. Removal of Unsatisfactory Personnel 63. Substantial Completion, Punch List, and Final Completion 64. Acceptance and Final Payment 65. NPDES Requirements 66. Force Majeure 67. Extension of Time 68. Notification of Claim 69. Extension of Time not Cumulative 70. No Damages for Delay 71. Excusable Delay, Non-Compensable 72. Lines and Grades 73. Defective Work 74. Acceptance of Defective or Non -Conforming Work 75. Uncovering Finished Work 76. Correction of Work 77. Maintenance of Traffic and Public Streets 78. Location and Damage to Existing Facilities, Equipment, or Utilities 79. Stop Work Order 80. Hurricane Preparedness 81. Use of Completed Portions 82. Cleaning Up; City's Right to Clean Up 83. Removal of Equipment 84. Set -offs, Withholdings, and Deductions 85. Event of Default 86. Notice of Default -Opportunity to Cure 87. Termination for Default 88. Remedies in the Event of Termination for Default 89. Termination for Convenience 90. Resolution of Disputes 91. Mediation -Waiver of Jury Trial 92. City May Avail Itself of All Remedies 93. Permits, Licenses, and Impact Fees 94. Compliance with Applicable Laws 95. Independent Contractor 96. Third Party Beneficiaries 97. Successors and Assigns 98. Materiality and Waiver of Breach 99. Severability 100. Applicable Law and Venue of Litigation; Attorney's Fees 101. Amendments 102. Entire Agreement Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C SECTION 2 - BIDSAFE/RFQ GENERAL TERMS AND CONDITIONS (Continued) 103. Nondiscrimination, Equal Employment Opportunity, and Americans with Disabilities Act 104. Evaluation 105. Commodities Manufactured, Grown or Produced in the City of Miami, Miami -Dade County, and the State of Florida 106. Buy America Requirements 107. Royalties and Patents 108. Continuation of the Work 109. Review of Records 110. No Interest 111. Payments Related to Guaranteed Obligations 112. Consent of City Required for Subletting or Assignment 113. Agreement Limiting Time in Which to Bring Action against the City 114. Defense of Claims 115. Contingency Clause 116. Mutual Obligations 117. Contract Extension 118. Non -Exclusivity 119. Nature of the Agreement 120. Contract Documents Contain All Terms 121. Survival 122. Disclosure of State Funding, if applicable 123. Antitrust Violator Vendors 124. Anti -Human Trafficking SECTION 3 - BIDSAFE/RFQ SUPPLEMENTAL TERMS AND CONDITIONS 1. Contract Time and Hours 2. Progress Payments 3. Liquidated Damages 4. Schedule of Values 5. Project Schedules 6. Release of Liens/Subcontractor's Statement of Satisfaction 7. Progress Meetings 8. Request for Information 9. Project Site Facilities 10. Security 11. Construction Signage 12. Construction Photographs 13. City Furnished Property 14. Field Layout of the Work and Record Drawings for Drainage Projects 15. Survey Work for Drainage Projects 16. E-Verify - Mandatory Use 17. Cures Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C SECTION 3 - BIDSAFE/RFQ SUPPLEMENTAL TERMS AND CONDITIONS (Continued) 18. Counterparts; Electronic Signatures 19. Level II Background Screening Requirements 20. Projects Funded by Federal or State Funds SECTION 4 - BID FORMS Bid Form BID No. 25-26-003 Certificate of Authority (If Corporation) Certificate of Authority (If Partnership) Certificate of Authority (If Joint Venture) Certificate of Authority (If Individual) Bid Bond Form Certificate as to Corporate Principal Questionnaire Form A - Information for Determining Joint Venture Eligibility Certification Regarding Lobbying Build America, Buy America Certification Form — Iron And Steel Build America, Buy America Certification Form — Materials Anti -Human Trafficking Affidavit SECTION 5 - CONTRACT EXECUTION FORMS Form of Performance Bond Form of Payment Bond Performance and Payment Guaranty Form - Unconditional Irrevocable Letter of Credit ATTACHMENTS Attachment A: Wage Rate General Decision Number: FL20250125 08/15/2025 Attachmcnt B: Appendix II to Part 200, Scction 3 Attachmcnt C: HUD 4010 (06/2009) Attachment D: Form SU Attachment E: Florida Department of Environmental Protection Grant Agreement 22FRP61 REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Qit of fitianti NOTICE TO CONTRACTORS BIDSAFE/RFQ NO. 25-26-003 BRICKELL AND COCONUT GROVE SEAWALL IMPROVEMENTS - D2 PROJECT NO. 40-B233809 Completed Bids must be submitted through e-Gordian BidSafe Electronic Bidding System by 5:00 p.m., on January 30, 2026 ("Bid Submission Due Date"). Any Bids received after the stipulated date and time will not be considered. Scope of Work: The Brickell and Coconut Grove Seawall Improvements ("Project") involves comprehensive infrastructure improvement and the repair of three (3) seawalls located in the Brickell and Coconut Grove neighborhoods. The work consists of furnishing all materials, labor, permits, and equipment necessary for the replacement of existing seawalls and outfall pipes, installation of manhole structures, pollution control structures, manatee grates, riprap, guardrails, pavement, milling and resurfacing, signage and pavement markings, and landscaping. For grant funding purposes, the Project shall be bid in three (3) phases: Phase 1 shall consist of renovation work on the Crystal View Court Seawall. Phase 2 shall include, but is not limited to, renovation work on the Matheson Avenue Seawall. Phase 3 shall involve the renovation of the Royal Road Seawall. Project construction cost is estimated to be $1,314,000.00. The full scope of work is detailed within this solicitation document, Section 1, Article 2, "Scope of Work" and the Construction Drawings. Minimum Requirements: Prospective Bidders shall meet the following requirements, and submit the required supporting documentation with their bids, by the Bid Submission Due Date: 1) Have a current Certified General Contractor ("CGC") license from the State of Florida AND have a minimum of five (5) years' experience under its current business name. 2) The CGC shall demonstrate experience as the Prime Contractor for at least three (3) projects of similar size, scope, and complexity to the Project, ongoing or completed within the last ten (10) years. The General Contractor must have a proven track record of coordination with and between trades such as structural, drainage, and roadway work as required for the construction. 3) Reference projects must be submitted utilizing Form BidSafe/RFQ-GCR and shall demonstrate that the General Contractor: i) was the General Contractor for the project; and ii) self -performed at least ten percent (10%) of the physical labor construction work for said park -related project. Failure to meet this requirement will result in the bid submittal being deemed non -responsive. The City reserves the right to request additional/supplemental information and/or contact listed individuals pertaining to Bidder's ability to meet the above minimum requirements. The Department of Procurement ("Procurement") has scheduled a voluntary Virtual Pre -Bid Conference, on January 7, 2026 at 11:00 a.m. EST, accessible through the following Microsoft Teams meeting link, or via phone at +1 786-598-2961, Conference ID 875 865 94#, to discuss the terms and conditions of this BidSafe/RFQ. Any Bidders not attending the Pre -Bid Conference will not be precluded from submitting a Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C bid. All Addenda will be posted on e-Gordian BidSafe Electronic Bidding System. Written questions must be submitted through e-Gordian BidSafe Electronic Bidding System or email by 5:00 p.m. on January 14, 2026. Late questions will not be considered. The City of Miami reserves the right to accept any bids deemed to be in the best interest of the City, to waive any minor irregularities, scrivener's errors, omissions, and/or technicalities in any bids, or to reject any or all bids and to re -advertise for new bids, in accordance with the applicable sections of the Florida Statutes, the City Charter and Code, and this BIDSAFE/RFQ. All bids shall be submitted through the e-Gordian BidSafe Electronic Bidding System, and in accordance with Section 1, "Instructions for Submission," no later than the date and time indicated within the BIDSAFE/RFQ, in order to be considered. Faxed documents are not acceptable. Emailed submissions are not acceptable. Hardcopy submissions are not acceptable. Bids must be timely submitted through e- Gordian BidSafe Electronic Bidding System, or the bid will be disqualified. Untimely or misdelivered bids will not be considered. NO EXCEPTIONS. BIDDERS ARE ADVISED THAT BIDS SUBMITTED WITH IRREGULARITIES, DEFICIENCIES, AND/OR TECHNICALITIES THAT DEVIATE FROM THE MINIMUM SUBMISSION REQUIREMENTS OF A REQUEST FOR QUALIFICATIONS (RFQ), REQUEST FOR PROPOSALS (RFP), INVITATION TO BID (ITB), INVITATION FOR BIDS (IFB), INVITATION TO QUOTE (ITQ), REQUESTS FOR LETTERS OF INTEREST (RFLI), BIDSAFE/REQUEST FOR QUOTATION ("RFQ") AND REQUEST FOR SPONSORSHIPS (RFS) SHALL RESULT IN A NON -RESPONSIVE DETERMINATION. ANY SOLICITATION ISSUED AFTER MAY 6, 2019, SHALL COMPLY WITH APM 2-19. APM 2-19 IS EXPRESSLY INCORPORATED BY REFERENCE AND MADE A PART OF THIS SOLICITATION AS IF SET FORTH IN FULL. ONLY MINOR IRREGULARITIES, DEFICIENCIES, AND TECHNICALITIES MAY BE ALLOWED TO BE TIMELY CURED BY PROPOSERS AT THE SOLE DISCRETION OF THE CITY. MATERIAL IRREGULARITIES, DEFICIENCIES, AND TECHNICALITIES CANNOT BE CURED BY THE PROPOSER/BIDDER AND ARE NOT WAIVABLE BY THE CITY. BIDDERS ARE HEREBY ADVISED THAT THIS BIDSAFE/RFQ IS SUBJECT TO THE "CONE OF SILENCE," IN ACCORDANCE WITH ORDINANCE NO. 12271, CODIFIED AS SECTION 18-74, CITY OF MIAMI CODE, AS AMENDED. Arthur Noriega V, City Manager END OF SECTION REMAINDER OF PAGE INTENTONALLY LEFT BLANK Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C DEFINITIONS Architect of Record ("AOR") means a designation reserved, usually by law and regulations, for a person or organization professionally qualified and licensed in the State of Florida to perform architectural services. Basis of Design means a specific manufacturer's product that is named; including the make or model number or other designation, establishing the significant qualities related to type, function, dimension, in- service performance, physical properties, appearance, and other characteristics for purposes of evaluating comparable products of other manufacturers. Bid means the response submitted by a Bidder to this solicitation, which includes the price, authorized signature and all other information or documentation required by the Contract Documents at the time of submittal. Bidder means any individual, firm, incorporated, or unincorporated business entity, limited liability company, or corporation tendering a Submittal, acting directly or through a duly authorized representative. BidSafe/Request for Quotation ("BidSafe/RFQ") means a biding feature by Sourcewell, which may issue a Request for Quotation (RFQ) to two or more Contractors for a Work Order. Selection of the Contractor and award of the Work Order will follow established Sourcewell procedures. Change Order means a written document ordering a change in the Contract Price or Contract Time or a material change in the Work. A change order must comply with the Contract Documents. City means the City of Miami, Florida, a Florida municipal corporation. In all respects hereunder, the City's performance is pursuant to the City's capacity as Owner. 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 City's authority as a governmental body and shall not be attributable in any manner to the City as a party to this Contract. For the purposes of this Contract, "City" without modification shall mean the City Manager or Director, as applicable. City Commission means the legislative body of the City of Miami. City Manager means the duly appointed chief administrative officer of the City of Miami. Construction Change Directive means a written directive to effect changes to the Work, issued by the Consultant or the Director, which may affect the BIDSAFE/RFQ Contract price or time. Construction Engineering Inspection ("CEI") means an individual or an organization, assigned by the Director of Department of Resilience and Public Works ("RPW"), responsible in assisting the City's Project and Construction Managers in Contract administration, site inspections, material sampling and Project close-out. Construction Manager ("CM") means the individual or organization assigned by the Director of RPW whose duties include reviewing Project documents during the design phase and managing the construction phase that include, but not limited to, directing, and coordinating construction activities associated with the Project. Construction Schedule means a critical path schedule or other construction schedule, as defined, and required, by the Contract Documents. Consultant means a firm that has entered into a separate agreement with the City for the provision of design/engineering services for the Project; and if applicable, means the Architect or Engineer of Record contracted by the City to prepare the plans and specifications for the Project. Consultant may also be referred to as Architect or Engineer of Record. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Contract means the BIDSAFE/RFQ solicitation and the bid documents that have been executed by the Bidder and the City subsequent to approval of award by the City. Contract Documents means the Contract as may be amended from time to time, the plans and drawing, all addenda, clarifications, directives, change orders, payments and other such documents issued under or relating to the Project. Contractor means the person, firm, or corporation with whom the City has contracted, and who will be responsible for the acceptable performance of any Work and for the payment of all legal debts pertaining to any Work issued under this Contract through the award of an BIDSAFE/RFQ. Contractors submitting a bid in response to an BIDSAFE/RFQ shall be precluded from participating as a subcontractor to another Contractor submitting a response to the same BIDSAFE/RFQ. Cure means the action taken by the Contractor promptly after receipt of written notice from the City of a breach of the Contract Documents which shall be performed at no cost to the City, to repair, replace, correct, or remedy all material, equipment, or other elements of the Work or the Contract Documents affected by such breach, or to otherwise make good and eliminate such breach, including, without limitation, repairing, replacing or correcting any portion of the Work or the Project site(s) disturbed in performing such cure. Cure Period means the period of time in which the Contractor is required to remedy deficiencies in the Work or compliance with the Contract Documents after receipt of written Notice to Cure from the City identifying the deficiencies and the time to Cure. Department means or refers to the City of Miami's Department of Resilience and Public Works. Design Documents means the construction plans and specifications included as part of a bid prepared by the Consultant for this Project under a separate Agreement with the City. Director means the Director of RPW or designee, who has the authority and responsibility for managing the Project under this Agreement. Drawings means the graphic and pictorial portions of the Work, which serve to show the design, location, and dimensions of the Work to be performed, including, without limitation, all notes, schedules, and legends on such Drawings. Engineer of Record ("EOR") also referred to as Consultant, a designation reserved, by law, for a person or qualified engineering firm or organization qualified and licensed in the State of Florida to conduct professional engineering services. Field Directive means a written approval for the Contractor to proceed with Work requested by the City or the Consultant, which is minor in nature and should not involve additional cost. Final Completion means the date subsequent to the date of Substantial Completion at which time the Construction Manager has completed all the Work in accordance with the Agreement as certified by the Architect or Engineer of Record or the City and submitted all documentation required by the Contract Documents. Guaranteed Maximum Cost, aka Guaranteed Maximum Price means the sum established by these Contract Documents as the maximum cost to the City of performing the specified Work on the basis of the cost of labor and materials plus overhead expenses, reimbursable expenses, and profit. Inspector means an authorized representative of the City assigned to make necessary inspections of materials furnished, and of the Work performed by the Contractor. Materials mean goods or equipment incorporated in a Project or used or consumed in the performance of the Work. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Notice of Award means the letter written to the Contractor by the City, notifying the Contractor that they have been awarded the Contract. Notice to Proceed means a written letter or directive issued by the Director acknowledging that all precedent conditions have been met and directing that the Contractor may begin Work on the Project. Physical Construction Labor Work means the completed construction services required by the Contract Documents, completed through the use of the Contractor's own employees, and excluding all materials, supplies, and equipment incorporated or to be incorporated in such construction. Plans and/or Drawings means the official graphic representations of a Project. Project or Work as used herein refers to all reasonably necessary and inferable construction and services required by the Contract Documents whether completed or partially completed, and includes all other labor, materials, equipment, and services provided or to be provided by the Contractor to fulfill the(its) obligations, including completion of the construction in accordance with the Drawings and Specifications. The Work may constitute the whole or a part of the Project. Project Manager ("PM") means the City employee (assigned by the Director) to manage the Project that may include, but is not limited to coordination of design, procurement, and construction activities; assigning management tasks to EOR, CM or CEI (hereby known as designee), establish lines of communication and responsibilities to ensure that the Project is completed in a timely manner. Qualifier means a person whose license is attached to the Contractor's company so that the Contractor is currently able to legally do Work in the State of Florida. The Qualifier is fully responsible for the quality of the Work that is performed by the Contractor. Request for Information ("RFI") means a request from the Bidder seeking an interpretation or clarification relative to the BIDSAFE/RFQ. The RFI, which shall be clearly marked RFI, shall clearly and concisely set forth the issue(s) or item(s) requiring clarification or interpretation and why the response is needed. The RFI must set forth the Bidder interpretation or understanding of the document(s) in question, along with the reason for such understanding. Risk Administrator means the City's Risk Management Administrator also known as the Director of the Department of Risk Management, or the Director's authorized designee, or the individual named by the City Manager to administer matters relating to insurance and risk of loss for the City. Subcontractor means a person, firm or corporation having a direct Contract with a Contractor including one who furnishes material worked to a special design according to the Contract Documents but does not include one who merely furnishes Materials not so worked. Submittal means documents prepared and submitted by the Bidder. Substantial Completion means that point at which the Work is at a level of completion in substantial compliance with the Agreement such that the City can use, occupy, and/or operate the facility in all respects to its intended purpose. Substantial Completion shall not be deemed to have occurred until any and all governmental entities, which regulate or have jurisdiction over the Work, have inspected, and approved the Work. Beneficial use or occupancy shall not be the sole determining factor in determining whether Substantial Completion has been achieved unless a temporary certificate of occupancy has been issued. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C SECTION 1 INSTRUCTIONS FOR SUBMISSION 1. Intention of City It is the intention of the City to describe in this BidSafe/Request for Quotation ("RFQ") the Project to be completed in accordance with all codes and regulations governing all the Work to be performed under this Project. Any Work, materials or equipment that may reasonably be inferred from the Contract as being required to produce the intended result, shall be supplied by the Contractor whether or not specifically called for. Where words have a well-known technical or trade meaning are used to describe Work, materials or equipment, such words shall be interpreted in accordance with that meaning. Reference to standard specifications, manuals, or codes of any technical society, organization, or association, or to the laws or regulations of any governmental authority, whether such reference be specific or by implication, shall mean the latest standard specification, manual, code or laws or regulations in effect at the time of opening of bids and the Contractor shall comply therewith. City shall have no duties other than those duties and obligations expressly set forth within the Contract Documents. 2. Scope of Work The Brickell and Coconut Grove Seawall Improvements ("Project") involves comprehensive infrastructure improvement and the installation of three (3) seawalls located in the Brickell and Coconut Grove neighborhoods. For grant funding purposes, the Project shall be bid in three (3) phases: Phase 1 shall consist of renovation work on the Crystal View Court Seawall. Phase 2 shall include, but is not limited to, renovation work on the Matheson Avenue Seawall. Phase 3 shall involve the renovation of the Royal Road Seawall. The full Scope of Work is detailed in the construction drawings project documents, and includes, but is not limited to the following: 1) Install new reinforced seawalls, in front of existing seawall structure to be abandoned. 2) Replace outfall pipes. 3) Install stormwater manhole structures. 4) Install pollution control systems. 5) Install manatee grates on outfall pipes to comply with wildlife protection regulations and prevent harm to marine life. 6) Place riprap along the shoreline to prevent erosion and stabilize the seawall foundations. 7) Pave, mill, and resurface adjacent roadways and restore adjacent pedestrian areas impacted by construction activities. 8) Install traffic and safety signage, along with pavement markings. 9) Restore and enhance green spaces, including planting of native vegetation and installation of erosion control measures. 10) Take special care to protect adjacent elements during demolition and repair activities. 11) Obtain all necessary permits and perform the work in accordance with applicable state and local regulations. 12) Coordinate with the Project Manager or designee, adhere closely to the agreed schedule. 13) Obtain written approval from the Project Manager or designee prior to performing any services under the Contract. 14) Maintain a safe and secure work zone throughout the duration of construction. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 15) If an emergency condition should develop during work, the Successful Bidder must immediately notify the Project Manager of each and every occurrence. The Successful Bidder should also recommend any appropriate courses of action to the Project Manager. 3. Location of the Project Street ends at Crystal View Court, Matheson Avenue, and Royal Road. 4. Performance of the Work The Contractor shall self -perform (complete) at least ten percent (10%) of all physical construction labor work for the negotiated construction cost of the entire Project and utilizing its own employees. If the Work is phased, the ten percent (10%) requirement shall apply jointly and severally to each and every phase of the Work. For the avoidance of doubt this means the ten percent (10%) requirement shall apply to each and every phase of the Work. The City reserves the right to request documentary confirmation of this requirement. By submitting a bid, the Bidder certifies that it shall utilize its own employees to meet this requirement. As part of the bid, the Bidder must include, fill out, and submit the form titled/named "Questionnaire." Failure to complete and submit this form, or to meet this requirement, may result in the bid being deemed non -responsive. Where the City determines that the Contractor is deemed as not meeting this requirement during the performance of the Work, then the Contractor shall be in default on the Contract. For the avoidance of doubt, the self -performance requirement shall apply separately to each phase of the Work. 5. Examination of Contract Documents and Site It is the responsibility of each Bidder, before submitting a bid to this BidSafe/RFQ, to: a. Carefully review the BidSafe/RFQ, including any addenda and notify the City of all conflicts, errors, or discrepancies, b. Visit the site(s) or structure(s) to become familiar with conditions that may affect costs, progress, performance, and furnishing of the Work, c. Take into account federal, state, and local (City and Miami -Dade County including, without limitation, the City Charter and Code, the City Procurement and Zoning Ordinances, and Florida Building Code) and any other applicable codes, laws, regulations, ordinances, and rules that may affect a Bidder's ability to perform the Work, d. Study and carefully correlate Bidder's observations with the requirements of the BidSafe/RFQ, and e. Sign and return all required BidSafe/RFQ forms as applicable. The submission of a bid to this solicitation shall constitute an incontrovertible representation by Bidder that it shall comply with the requirements of the Contract Documents and that without exception, the response is premised upon performing and furnishing Work required under the Contract Documents and that the Contract Documents are sufficient in detail to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. 6. Addenda Only questions answered via written addenda issued by the City will be binding. Oral and other interpretations or clarifications will be without legal binding effect and should not be relied upon in preparation of a bid response. All questions about the meaning or intent of the Contract Documents are to be directed to the City's Department of Procurement ("Procurement") in writing, to the attention of Cristiane Lima, Sr. Procurement Contracting Officer at CLima@miami.gov, with a copy to the Office of the City Clerk at Clerks@miami.gov. Interpretations or clarifications considered necessary by Procurement in response Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C to such questions will be issued by the City by means of an Addendum. All Addenda will be posted on e-Gordian BidSafe Electronic Bidding System. Written questions must be submitted through e- Gordian BidSafe Electronic Bidding System no later than 5:00 p.m. on January 14, 2026. Late questions will not be considered. 7. Bid Submission Bidders shall carefully follow the format and instructions outlined herein, observing format requirements where indicated. Bids should contain the information itemized herein, and in the order indicated, as applicable. Bids submitted without including the information itemized herein may be deemed non- responsive and may not be considered for a contract award. All bids shall be submitted through the e-Gordian BidSafe Electronic Bidding System, and in accordance with Section 1, "Instructions for Submission," no later than the date and time indicated within the BidSafe/RFQ, in order to be considered. Faxed documents are not acceptable. Emailed submissions are not acceptable. Hardcopy submissions are not acceptable. Bids must be timely submitted through e- Gordian BidSafe Electronic Bidding System, or the Bid will be disqualified. Untimely or misdelivered Bids will not be considered. NO EXCEPTIONS. 8. Bid Guaranty All bids shall be accompanied by either an original Bid Bond, in electronic form, executed by a surety transacting business in Florida meeting the requirements of the City, or by cash, money order, certified check, cashier's check, Unconditional/Irrevocable Letter of Credit by a bank transacting banking business in Florida, Bid Bond Voucher (for Projects totaling less than two hundred thousand dollars ($200,000) inclusive of all fees, costs, and expenses) issued to City of Miami by certified check, treasurer's check, or bank draft of any national or state bank (United States) (excluding personal checks), in the amount of five percent (5%) of the total bid amount (payable to City), and conditioned upon the Contractor executing the Contract and providing the required Performance and Payment Bond and evidence of required insurance within fourteen (14) calendar days after notification of award of the Contract. Personal checks will not be accepted. The time for execution of the Contract and provision of the Performance and Payment Bond and Certificate(s) of Insurance may be extended for a duration not exceeding thirty (30) calendar days at the City's sole and absolute discretion. Bid Securities of the unsuccessful Bidders will be returned after award of the Contract. Security of the Contractor shall be forfeited to the City as liquidated damages and not as a penalty, for the cost and expense incurred should said Contractor fail to execute the Contract and provide the required Performance Bond and Payment Bond. Any form of Bid Guaranty shall be in a form acceptable to the City's Risk Management Administrator and the City Attorney, as to legal form. 9. Preparation of Bid All bids shall be prepared utilizing the blank City forms provided herein and herewith. The bid must be signed and acknowledged by the Bidder, in accordance with the directions on the BidSafe/RFQ. Failure to utilize the City's forms, or fully complete said forms, may result in the bid being deemed non -responsive. ■ The Bidder shall be considered non -responsive if its bid is conditioned on modifications, changes, or revisions to the terms and conditions of the BidSafe/RFQ. ■ The bid is to include the furnishing of all labor, materials, overhead expense and profit, equipment including, but not limited to, tools, services, permit fees, applicable taxes, overhead, and profit for the completion of the Work except as may be otherwise expressly provided in the Contract Documents. ■ Joint venture firms must complete and submit with the bid, the form titled "Information for Determining Joint Venture Eligibility" (Form A) and submit a copy of the formal agreement between all joint -venture parties. This joint venture agreement must Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C indicate their respective roles, responsibilities, and levels of participation for the Project. Failure to submit Form A, along with an attached written copy of the joint venture agreement may result in disqualification of the bid. All joint venture firms must meet the requirements stipulated in the Florida Statutes. 10. Pre -Bid Conference A voluntary Virtual Pre -Bid Conference, on January 7, 2026 at 11:00 a.m. EST, accessible through the following Microsoft Teams meeting link, or via phone at +1 786-598-2961, Conference ID 875 865 94#, to discuss the terms and conditions of this BidSafe/RFQ. Any Bidders not attending the Pre -Bid Conference will not be precluded from submitting a bid. 11. Postponement of Bid Opening Date The City reserves the right to postpone the date for receipt and opening of bid submissions and will make a reasonable effort to give at least three (3) calendar days' notice, whenever practicable, of any such postponement to prospective Bidders. 12. Acceptance or Rejection of Bids The City reserves the right to reject any or all bids prior to award, to re -advertise for bids, and to not award any Contract, in the reasonable discretion of the City. The City reserves the right to waive any minor or non -material technicality, informality, variance, deviation, mistake, omission, or the like up to or prior to award of the Contract. Reasonable efforts will be made to either award the Contract or reject all bids within ninety (90) calendar days after bid opening date. A Bidder may not withdraw its bid unilaterally, nor change the price before the expiration of one hundred eighty (180) calendar days from the date of bid opening. A Bidder may withdraw its bid after the expiration of one hundred eighty (180) calendar days from the date of bid opening by delivering written notice of withdrawal to the Department of Procurement prior to award of the Contract by the City Commission. 13. Environmental Regulations The City reserves the right to consider a Bidder's history of citations and/or violations of environmental or similar laws, codes, and regulations (Regulations) in determining a Bidder's responsibility, and further reserves the right to declare a Bidder not responsible if the history of violations warrant such determination in the opinion of the City. The Bidder shall submit with its bid a complete history of all citations and/or violations, notices, and dispositions thereof. The non -submission of any such documentation shall be deemed an affirmation by the Bidder that there are no citations or violations. Bidders shall notify the City immediately of notice of any citation or violation, which Bidder may receive after the submittal opening date and during performance of the Work under this Contract. 14. Bid Award The City will issue the award of the Contract to the lowest responsive and responsible Bidder. The City may require demonstration of competency and, at its sole and absolute discretion, may conduct site visits, and require the Bidder to furnish documentation and/or require the Bidder to attend a meeting to determine the Bidder's qualifications and ability to meet the terms and conditions of this Contract. The City shall consider, but not be limited to, such factors as financial capability, labor force, equipment, knowledge, and experience of the trade Work to be performed, the quantity of Work being performed, and past performance on City Projects by the Bidder. The Bidder must be able to demonstrate a good record of performance and have sufficient financial resources to ensure that it can satisfactorily provide the goods and/or services required herein. The City, at its sole discretion, may determine a Bidder to be non -responsible where the Bidder has failed to perform in accordance with other Contracts with the City, any City agency or instrumentality. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Any Bidder who, at the time of submission is involved in an ongoing bankruptcy as a debtor, or in a reorganization, liquidation, or dissolution proceeding, or if a trustee or receiver has been appointed over all or a substantial portion of the property of the Bidder under federal bankruptcy law or any state insolvency, or who is indebted to the City, and City agency or instrumentality, may be declared non- responsive. Any Bidder who may have filed a lawsuit against the City, or where the City has filed a lawsuit related to the Bidder and any City contract or won a court judgment against the Bidder, or if the Bidder is indebted to the City, or if the Bidder fails to disclose all material facts fully and completely OR TRUTHFULLY ANSWER QUESTIONS OR REQUESTS FOR INFORMATION, may be declared non -responsive. City for these purposes shall include any City agency or instrumentality. 15. Bid Protest Any actual or prospective contractual party who feels aggrieved in connection with the solicitation or award of a Contract may protest in writing to the Chief Procurement Officer, in accordance with the procedures contained in Section 18-104, City Code "Resolution of Protested Solicitations and Awards," as amended, of the City Code, Ordinance No. 12271 (the City of Miami Procurement Ordinance codified in Chapter 18, Article III, Section 18-104, City Code) describing the protest procedures. Protests failing to meet all the requirements for filing shall NOT be accepted. Failure of a party to file a timely shall constitute a forfeiture of such party's right to file a protest. NO EXCEPTIONS WILL BE MADE TO THIS REQUIREMENT. 16. Cone of Silence Pursuant to Section 18-74 of the City of Miami Procurement Code, a codification of Miami Ordinance No. 12271, a "Cone of Silence" is imposed upon this BidSafe/RFQ after advertisement and terminates at the time the City Manager issues a written recommendation to the Miami City Commission. The Cone of Silence prohibits any verbal communications regarding this BidSafe/RFQ. Any communication concerning this BidSafe/RFQ must be submitted in writing to Procurement at CLima@miami.gov. Written communications may be in the form of e-mail or other written communication, with a copy delivered to the Office of the City Clerk at Clerks@miami.gov. The delivery to the City Clerk of a copy is required to avoid any violation of the "Cone of Silence." This language is only an overview of the requirements of the Cone of Silence. Please review Section 18- 74 of the City's Procurement Code for a complete and thorough description of the Cone of Silence. Bidders may also contact the Office of the City Clerk at (305) 250-5360, to obtain a copy. 17. Public Entity Crime A person or affiliate who has been placed on the convicted Bidder list following a conviction for a public entity crime may not submit a bid on a Contract to provide any goods or services to a public entity, may not submit a Response on a Contract with a public entity for the construction or repair of a public building or Public Works project, may not submit a Response on a lease of real property to a public entity, may not be awarded or perform Work as a Contractor, Supplier, Subcontractor, or Consultant under a Contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of Florida Statutes for Category Two for a period of thirty-six (36) months from the date of being placed on the convicted Bidder List. 18. Fraud and Misrepresentation Any individual, corporation, or other entity that attempts to meet its contractual obligations with the City through fraud, misrepresentation, or material misstatement, or omission of any material fact, may be debarred for up to five (5) years in accordance with the applicable provisions of the City Code. The City as a further sanction may terminate or cancel any other Contracts with such individual, corporation, or entity. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Such individual or entity shall be responsible for all direct or indirect costs associated with termination or cancellation. 19. Collusion Where two (2) or more related parties, as defined herein, each submit a bid to a BidSafe/RFQ, such submissions shall be presumed to be collusive. The foregoing presumption may be rebutted by the presentation of evidence as to the extent of ownership, control, and management of such related parties in preparation and submission under such BidSafe/RFQ. Related parties shall mean employees, officers, or the principals thereof which have a direct or indirect ownership interest in another firm or in which a parent company or the principals thereof of one Bidder have a direct or indirect ownership interest in another Bidder, for the same Project. Bids found to be collusive, or related as provided above, shall be rejected. 20. Contractor in Arrears or Default The Bidder represents and warrants that the Bidder does not have a member, principal, officer, or stockholder who is in arrears to the City, a City agency or instrumentality, and/or is in default as a Contractor, Vendor, Provider, or whose default has not been fully cured by the Bidder's surety or otherwise upon any obligation to the City. In addition, the Bidder warrants that the Bidder has not been declared "not responsible" or "disqualified" by, suspended, or debarred from doing business with any state or local government entity in the State of Florida, the Federal Government, or any other State/local governmental entity in the United States of America, nor is there any proceeding pending pertaining to the Bidder's responsibility or qualifications to receive public agreements. The Bidder considers this warrant as stated in this Article to be a continual obligation and shall inform the City of any change during the term of the Contract. The City shall not consider, and shall deem as non -responsible, bids submitted by Bidders where the City has determined that the Bidder is in monetary arrears, or otherwise in debt or in default to the City, at the time and date bids are due. Bidders shall not have a member, principal, officer, or stockholder who is in arrears or in default of any debt or contract involving the City, is a defaulter or surety upon any obligation to the City, and/or has failed to perform faithfully any contract with the City. 21. Cancellation of BidSafe/RFQ The City reserves the right to cancel, in whole or in part, any BidSafe/RFQ when it is in the best interest of the City. This determination will be at the discretion of the City and there will be no recourse to such cancellation. END OF SECTION REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C SECTION 2 BIDSAFE/RFQ GENERAL TERMS AND CONDITIONS 1. Time is of the Essence The Contractor will promptly perform its duties under the Contract 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 the Contract Documents. All Work shall be performed strictly (not substantially) within the time limitations necessary to maintain the critical path and all deadlines established in the Contract Documents. Time is of the essence in the performance of the Work. All dates and periods of time set forth in the Contract Documents, including those for the commencement, prosecution, interim milestones, milestones, and completion of the Work, and for the delivery and installation of materials and equipment, were included because of their importance to the City. The Contractor acknowledges and recognizes that the City is entitled to full and beneficial occupancy and use of the completed Work following expiration of the Contract Time. In agreeing to bear the risk of delays for completion of the Work except for extensions approved in accordance with Article 71, "Excusable Delay, Non-Compensable," the Contractor understands that, except and only to the extent provided otherwise in the Contract Documents, the occurrence of events of delay within the Contractor's control, the Work shall not excuse the Contractor from its obligation to achieve full completion of the Work within the Contract Documents Time, and shall not entitle the Contractor to an adjustment. All parties under the control or Contract with the Contractor shall include but are not limited to material persons and laborers. The Contractor acknowledges that the City is purchasing the right to have the Contractor continuously working at the Project site(s) for the full duration of the Project to ensure the timely completion of the Work. 2. Contract Term The Contract shall commence upon issuance of the Notice of Proceed by the City Manager or City Manager's designee for Brickell and Coconut Grove Seawall Improvements (Project No. 40-B233809) Phase 1. Said NTP shall be issued subsequent to the execution of the Contract by the City. The City Manager or City Manager's designee will issue subsequent NTPs for Phases 2 and 3 upon availability of funds as certified by the City's Office of Management and Budget. The Contract shall terminate upon notice by the City that the Contract has been closed out after final completion of the final Phase or otherwise terminated by the City pursuant to the terms and conditions herein set forth. 3. Contract Price and Guaranteed Maximum Cost/Guaranteed Maximum Price The total bid amount shall be the Contract Price, also known as Guaranteed Maximum Cost ("GMC") of the Project, which means the maximum cost of the Work including labor, materials, equipment, supplies, overhead expenses, and profit. The City will not be liable for payment of any amount in excess of the GMC unless the City Commission has approved a Project contingency or has approved a prior amendment to the Contract, setting forth an additional amount due to Owner requested changes or its equivalent. If the term Guaranteed Maximum Price ("GMP") is used in this Agreement, it shall have the same definition as GMC, defined above. The Contractor represents, warrants, and guarantees to the City that the Contractor shall completely, timely, and properly perform the Work and all of its obligations under the Contract, in accordance therewith, for the Contract Price to be agreed upon by the parties. This Contract Price shall constitute a GMC/GMP to the Owner for performing the Work inclusive of labor, materials, equipment, supplies, and any allowable overhead and profit. The Owner shall, absent a prior Amendment with compelling cause approved as an Amendment to this Agreement, have no liability or obligation to pay any amount in excess of the stated Contract Price and the Contractor shall have no recourse in that respect except to seek an Amendment to the Agreement. All costs in excess of the Contract Price shall be paid solely by the Contractor without reimbursement or additional compensation from Owner. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 4. Notices Whenever either party desires to give written notice unto the other relating to the Contract, such must be 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 Article. Notice shall be deemed given on the date received or within three (3) calendar days of mailing, if mailed through the United States Postal Service. Notice shall be deemed given on the date sent via e- mail or facsimile. Notice shall be deemed given via courier/delivery service upon the initial delivery date by the courier/delivery service. For the present, the parties designate the following as the respective places for giving of notice: For City of Miami: James Reyes, City Manager 444 SW 2nd Avenue - 10th Floor Miami, FL 33130-1910 Email: JaReyes@miami.gov Phone: 305-416-1025 Annie Perez, CPPO, Director Chief Procurement Officer 444 SW 2nd Avenue - 6th Floor Miami, FL 33130-1910 Email: AnniePerez@miami.gov Phone: 305-416-1910 George K. Wysong III, City Attorney City Attorney's Office 444 SW 2nd Avenue - 9th Floor Miami, FL 33130-1910 Email: GWysong@miami.gov Phone: 305-416-1832 With Copies to: Juvenal Santana, Jr., P.E., CFM, Director Department of Resilience and Public Works City of Miami 444 SW 2nd Avenue - 8th Floor Miami, FL 33130-1910 Email: JSantana@miami.gov Phone: (305) 416-1218 For Contractor: Leyla De la Espriella Vice President Harbour Construction, Inc. 7340 SW 48th Street, Suite 102 Miami, FL 33155 Email: LDELAE@harbourconstruction.com Phone: 305-603-9944 Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C During the Work, the Contractor shall maintain continuing communications with Consultant and the Project Manager. The Contractor shall keep the City fully informed as to the progress of the Project at all times through ongoing communications with the Project Manager. The Contractor shall notify the Miami Police Department and Fire Department about the construction schedule(s). The Contractor is required to obtain a current list of contact persons and phone numbers from Pedro Alvarado at (305) 416-155, or via email at PAlvarado@miami.gov. Pedro Alvarado is the City of Miami's Project Manager assigned to this Project. The Contractor must notify residents living within five hundred (500) feet of the Project in writing as least one (1) week prior to commencing Work in the general area. A copy of such notices will be provided to the Project Manager. 5. Priority of Provisions All Work shall be constructed in accordance with the latest edition of the City of Miami's Contract Documents and Specifications, the City of Miami's Standards for Design and Construction, Miami -Dade County's Standards Details, and the 2016 Edition of the Florida Department of Transportation Specifications Road and Bridge Construction, as applicable. 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 the Contract Documents by reference and a term, statement, requirement, the specifications, and plans prepared by the Consultant, or provision of the Contract Documents the following order of precedence shall apply: In the event of conflicts in the Contract Documents, the priorities stated below shall govern: ■ Revisions to the Contract shall govern over the Contract. ■ The Contract Documents shall govern over the Contract; and ■ Addenda to an BidSafe/RFQ shall govern over the BidSafe/RFQ. In the event of conflicts within the Contract Documents, the priorities stated below shall govern: ■ Scope of Work and Specifications shall govern over plans and drawings. ■ Schedules, when identified as such, shall govern over all other portions of the plans. ■ Specific notes shall govern all other notes, and all other portions of the plans, unless specifically stated otherwise. ■ Larger scale drawings shall govern over smaller scale drawings. ■ Figured or numerical dimensions shall govern over dimensions obtained by scaling; and ■ Where provisions of codes, manufacturer's specifications or industry standards are in conflict, the more restrictive or higher quality shall govern. 6. Indemnification The Contractor shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, and/or employees, and any involved City agencies and instrumentalities, from all liabilities, damages, losses, judgements, expenses, fees, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of or breach of this Contract by the Contractor and persons employed or utilized by the Contractor in the performance of this Contract. The Contractor shall further, hold the City, its officials and employees, indemnify, save and hold harmless for, and defend (at its own cost), the City its officials and/or employees against any civil actions, statutory actions, administrative or regulatory proceedings, or similar claims, liabilities, injuries or damages (including court costs and Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C reasonable attorney's fees) arising or resulting from the permitted Work and/or failure to comply with applicable contractual duties of the Contractor or codes, laws, rules, licenses, permits, and regulations in performance of the work, unless it is alleged that the City, its officials, and/or employees were negligent. In the event that any action or proceeding is brought against the City by reason of any such action, claim or demand, the Contractor shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify, keep, and save harmless and defend the City or its officers, employees, agents, agencies, and instrumentalities as provided herein. The indemnification provided above shall obligate the Contractor to indemnify, hold harmless, and a duty to defend, at its own expense, to and through trial, administrative, regulatory, appellate, supplemental, mediation, arbitration, or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City, whether performed by the Contractor, or persons employed, supervised, or utilized by the Contractor. Contractor shall further require its Subcontractors to also indemnify, defend and hold the City harmless from and against all claims, suits, damages, causes of actions, judgements, costs, damages and settlements in connection with this project. 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. The Contractor shall require all subcontractor agreements to include a provision that each subcontractor will indemnify, hold harmless and defend the City in substantially the same language as this Section. The Contractor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Contractor in which the City participated either through review or concurrence of the Contractor's actions. In reviewing, approving, or rejecting any submissions by the Contractor or other acts of the Contractor, the City, in no way, assumes, or shares any responsibility or liability of the Contractor or subcontractor under this Contract. Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Contractor. 7. Insurance Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide, pay for, and maintain in force until all of its Work to be performed under this Contract has been completed and accepted by City (or for such duration as is otherwise specified hereinafter), the insurance coverage's set forth herein. 7.1 Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $2,000,000 Products/Completed Operations $1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required The City of Miami must be listed as an additional insured Contingent and Contractual Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement Completed Operations extended for (3) years after project completion Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 7.2 Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto, Owned, or Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $1,000,000 B. Endorsements Required City of Miami listed as an additional insured 7.3 Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee. $1,000,000 for bodily injury caused by disease, policy limit. 7.4 Umbrella Policy A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 5,000,000 Aggregate $ 5,000,000 The City of Miami is listed as an additional Insured. Coverage is excess follow form over all liability policies contained herein. 7.5 Payment and Performance Bond The City of Miami listed as an Obligee. 7.6 Builders' Risk Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Deductible: $25,000 All other Perils 5% maximum on Wind/Hail and Flood City of Miami is listed as loss payees. A. Coverage Extensions: As provided by carrier 7.7 Protection and Indemnity Each Occurrence and Policy Aggregate $1,000,000 7.8 Contractor's Professional and Pollution Liability Each Claim Policy Aggregate $1,000,000 $2,000,000 City of Miami listed as additional insured with respect to Pollution City listed as additional insured Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C The above policies shall provide the City with written notice of cancellation or material change from the insurer not less than thirty (30) calendar days prior to any such cancellation or material change. If the initial insurance expires prior to the completion of the Work, renewal copies of policies shall be furnished at least thirty (30) calendar days prior to the date of their expiration. The Contractor shall furnish to Procurement the Certificates of Insurance or endorsements evidencing the insurance coverage specified above within fifteen (15) calendar days after notification of award of the Contract. The required Certificates of Insurance shall name the types of policies provided, refer specifically to this Contract, and state that such insurance is as required by this Contract. The Contractor shall require its Subcontractors to list the City of Miami as additional insured on all third party liability policies including, but not limited to the Protection and Indemnity policy pursuant to the limits of this section on a primary and non contributory basis. The official title of the Owner is the City of Miami, Florida. This official title shall be used in all insurance documentation. The City shall be listed as an additional insured where applicable. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above to the Contractor: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 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 Contractor in accordance with Section 2, General Terms and Conditions, Article 4, "Notices." The Contractor shall comply with such requests unless the insurance coverage is not then readily available in the national market. An additive or deductive change order will be issued to adjust the Contract value, as necessary. For insurance bonding issues and decisions, the City shall act through its Risk Administrator (unless otherwise stated). 8. Performance and Payment Bond Where required by the Contract Documents or by Florida Statutes, the Contractor shall, within fourteen (14) calendar days of being notified of award, furnish a Performance/Payment Bond ("Bond") containing all the provisions of the attached Performance/Payment forms. Each Bond shall be in the amount of one hundred percent (100%) of the Contract value at award, including any dedicated and/or Owner's Contingency allowances, guaranteeing to City the completion and performance of the Work covered in the Contract Documents, as well as full payment of all suppliers, laborers, or subcontractors employed pursuant to this Project. Each Bond shall be with a surety, which is qualified pursuant to Article 9, "Qualification of Surety." Each Bond shall continue in effect for one year after Final Completion and acceptance of the Work with liability equal to one hundred percent (100%) of the Contract value at award, including any dedicated and/or Owner's Contingency allowances, or an additional bond shall be conditioned that the Contractor will, upon notification by the City, correct any defective or faulty Work or materials which appear within one year after Final Completion of the Project. The City must be listed as an Obligee. Pursuant to the requirements of Section 255.05(1), Florida Statutes, as amended from time to time, the Contractor shall ensure that the Bond(s) referenced above shall be recorded in the public records and provide the City with evidence of such recording. Each bond shall substantially conform to the requirements of Section 255.05, Florida Statutes, and will be in a form acceptable to the Risk Management Administrator. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 9. Qualification of Surety Bid Bonds, Performance/Payment Bonds over Two Hundred Thousand Dollars ($200,000) must be executed by a surety company with a rating of (A-) and based on the Financial Size Category of (VII). The surety company must be of recognized standing, authorized to do business in the State of Florida as surety, having a resident agent in the State of Florida and having been in business with a record of successful continuous operation for at least five (5) years. Payment / Performance Bonds shall be in the amount of one hundred percent (100%) of the contract value at award, including any dedicated allowance account and/or Owner's Contingency Allowance, and shall be in substantially the form provided by Section 255.05, Florida Statutes. The Surety shall hold a current certificate of authority as acceptable surety on federal bonds in accordance with United States Department of Treasury Circular 570, Current Revisions. If the amount of the Bond exceeds the underwriting limitation set forth in the circular, in order to qualify, the net retention of the Surety shall not exceed the underwriting limitation in the circular, and the excess risks must be protected by coinsurance, reinsurance, or other methods in accordance with Treasury Circular 297, revised September 1, 1978 (31 DFR Section 223.10, Section 223.111). Further, the Surety shall provide the City with evidence satisfactory to the City, that such excess risk has been protected in an acceptable manner. 10. General Requirements The employee(s) of the Contractor shall be considered to be at all times its employee(s), and not an employee(s) or agent(s) of the City or any of its departments. The Contractor shall, at all times, employ, maintain, and assign to the performance of a Project a sufficient number of competent and qualified professionals and other personnel to meet the requirements of the Work to be performed. The Contractor shall adjust staffing levels or to replace any staff if so requested by the Project Manager, should the Project Manager make a determination that said staffing is unacceptable or that any individual is not performing in a manner consistent with the requirements for such a position. The Contractor represents that its staff has the proper skills, training, background, knowledge, experience, rights, authorizations, integrity, character, and licenses as necessary to perform the Work, in a competent and professional manner. The Contractor shall provide temporary facilities and controls necessary to perform the Work and to ensure safe and proper access and use of the site by the City. Any such specific requirements will be included in the Technical Specification portion of the BidSafe/RFQ. The Contractor shall, at all times, cooperate with the City and coordinate its respective Work efforts to progress the performance of the Work most effectively and efficiently. The City shall have full access to the Project site(s) at all times. The Contractor shall be responsible for the good condition of the Work or materials until formal release from his obligations under the terms of the Contract Documents. The Contractor shall bear all losses resulting from it on account of the amount or character of the Work, or the character of the ground, being different from what he anticipated. The Contractor shall at all times conduct the Work in such manner and in such sequence as will ensure the least practicable local interference. The Contractor shall not open up Work to the prejudice of Work already started, and the City may require the Contractor to finish a section on which Work is in progress before Work is started on any additional section. The Contractor is to take necessary precautions and use caution when working in or around overhead transmission lines and underground utilities. The apparent silence of the Contract Documents as to any detail, or the apparent omission from them of a detailed description concerning any Work to be done and materials to be furnished, shall be regarded as meaning that only best practices are to prevail, and only materials and workmanship of the best quality are to be used in the performance of the Work. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 11. Method of Performing the Work If the City reasonably determines the rate of progress of the Work is not such as to ensure its completion within the designated completion time, or if, in the opinion of the City, the Contractor is not proceeding with the Work diligently or expeditiously or is not performing all or any part of the Work according to the Project schedule accepted by or determined by the City, the City shall have the right to order the Contractor to do either or both of the following: (1) improve its work force; and/or (2) improve its performance in accordance with the schedule to ensure completion of the Project within the specified time. The Contractor shall immediately comply with such orders at no additional cost to the City. The City at its sole option may also have Work performed by a third -party contractor and deduct such cost from any monies due to the Contractor. Where materials are transported in the performance of the Work, vehicles shall not be loaded beyond the capacity recommended by the vehicle manufacturer or permitted by Federal, State, or local law(s). When it is necessary to cross curbing or sidewalks, protection against damage shall be provided by the Contractor and any damaged curbing, grass areas, sidewalks or other areas shall be repaired at the expense of the Contractor to the satisfaction of the City. The Contractor is responsible for controlling dust and preventing it from becoming a public nuisance or causing off -site damage. The Contractor shall take all necessary and prudent measures to control dust. The Contractor shall furnish to the City a complete listing of twenty-four (24) hour telephone numbers at which responsible representatives of the Contractor and all of the Contractor's subcontractors can be reached should the need arise at any time. 12. Work Staging and Phasing The Work to be performed shall be done in such a manner so as not to interfere with the normal City operations of the Project site or facility. The way the Work is performed shall be subject to the approval of the City, who, if necessary, shall have the authority to require changes in the way the Work is performed. There shall be no obstruction of City services without the prior written approval of the City. All requests for such interruption or obstruction must be given in writing to the City at least twenty-four (24) hours in advance of the interruption of City operations. The Contractor shall familiarize itself with normal City operations where the Work is to be performed so that it can conduct the Work in the best possible manner to the complete satisfaction of the City. A staging plan must be submitted to and approved by the City prior to the start of construction and issuance of the Notice to Proceed. Such staging plan shall be revised and resubmitted as necessary during construction. As noted above self -performance and all other similar requirements will apply jointly and severally to each phase, stage, or incremental portion of the work. 13. Site Investigation and Representation The Contractor acknowledges that it has satisfied itself as to the nature and location(s) of the Work under the Contract Documents, the general and local conditions, particularly those bearing upon availability of transportation, disposal, handling and storage of materials, availability of labor, water, electric power, and roads, the conformation and conditions at the ground based on City provided reports, the type of equipment and facilities needed preliminary to and during the performance of the Work and all other matters which can in any way affect the Work or the cost thereof under the Contract Documents. The Contractor further acknowledges that it has satisfied itself based on any geotechnical reports the City may provide and inspection of the Project site(s) as to the character, quality, and quantity of surface and subsurface materials to be encountered from inspecting the site and from evaluating information derived from exploratory Work that may have been done by the City or included in this Contract Documents. The Contractor should examine the soil conditions at the Project site to determine if any special shoring, sheeting, or other procedures are necessary to protect adjacent property during excavation of subsoil materials or during filling of any area(s), or for any operation during the performance of the Work. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Any failure by the Contractor to acquaint itself with all the provided information and information obtained by visiting the Project site(s) will not relieve the Contractor from responsibility for properly estimating the difficulty or cost thereof under the Contract Documents. In the event that the actual subsurface conditions vary from the actual City provided reports the Contractor shall notify the City and this Contract Documents amount may be adjusted up or down depending on the conditions. 14. Contractor to Check Plans, Specifications, and Data The Contractor shall verify all dimensions, quantities and details shown on the plans, specifications, or other data received from the City as part of the Contract Documents, and shall notify the City of all errors, omissions, and discrepancies found therein within three (3) calendar days of discovery. The Contractor will not be allowed to take advantage of any error, omission or discrepancy, as full instructions will be furnished by the City. The Contractor shall not be liable for damages resulting from errors, omissions, or discrepancies in the Contract Documents unless the Contractor recognized such error, omissions, or discrepancy and knowingly failed to report it to the City. 15. Contractor's Responsibility for Damages and Accidents The Contractor shall accept full responsibility for Work against all losses or damages of whatever nature sustained until Final Acceptance by City, and shall promptly repair or replace, at no additional cost to the City, and to the satisfaction of the Project Manager, any Work, materials, equipment, or supplies damaged, lost, stolen, or destroyed from any cause whatsoever. Lawn Areas: All lawn areas disturbed by construction shall be replaced with like kind to a condition similar to or equal to that existing before construction. Where sod is to be removed, it shall be carefully removed, and the same re -sodded, or the area where sod has been removed shall be restored with new sod in the manner described in the applicable section. Any fence, or part thereof, that is damaged or removed during the course of the Work shall be replaced or repaired by the Contractor and shall be left in as good a condition as before the start of the Work. Where fencing, walls, shrubbery, grass strips, or area must be removed or destroyed, incident to the construction operation, the Contractor shall, after completion of the Work, replace or restore to the original condition all such destroyed or damaged landscaping and improvements. 16. Accidents The Contractor shall provide such equipment and facilities as are necessary or required, in the case of accidents, for first aid service to person who may be injured during the Project duration. The Contractor shall also comply with the Occupational Safety Health Act ("OSHA") requirements as defined in the United States Labor Code 29 Code of Federal Regulations ("CFR") 1926.50. In addition, the Contractor must report immediately to the City every accident to persons or damage to property, and shall furnish in writing full information, including testimony of witnesses regarding any and all accidents. 17. Safety Precautions The Contractor shall be solely responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work. The Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury, or loss to: ■ All employees on the Project site(s) and other persons who may be affected thereby. ■ All the Work and all materials or equipment to be incorporated therein, whether in storage on or off the Project site(s); and Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C ■ Other property at the Project site(s) or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, and utilities not designated for removal, relocation, or replacement in the course of construction. The Contractor shall designate a responsible member of its organization at the Project site(s) whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated in writing by the Contractor to the City. The Contractor shall comply with all applicable laws, ordinances, rules, regulations, and orders of any public body having jurisdiction for the safety of persons or property or to protect them from damage, injury, or loss; and shall erect and maintain all necessary safeguards for such safety and protection. The Contractor shall notify owners of adjacent property and utilities when prosecution of the Work may affect them. All damage, injury, or loss to any property caused directly or indirectly, in whole or in part, by the Contractor, any subcontractor or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, shall be remedied by the Contractor. The Contractor's duties and responsibilities for the safety and protection of the Work shall continue until such time as all the Work is completed and the City has issued the Contractor a notice of Final Acceptance. The Contractor must adhere to the applicable environmental protection guidelines for the duration of a Project. If hazardous waste materials are used, detected, or generated at any time, the Project Manager must be immediately notified of each and every occurrence. The Contractor shall comply with all codes, ordinances, rules, orders, and other legal requirements of public authorities (including OSHA, Environmental Protection Agency ("EPA"), Department of Environmental Resources Management ("DERM"), the City, Miami -Dade County, State of Florida, and Florida Building Code), which bear on the performance of the Work. The Contractor shall take the responsibility to ensure that all Work is performed using adequate safeguards, including but not limited to proper safe rigging, safety nets, fencing, scaffolding, barricades, chain link fencing, railings, barricades, steel plates, safety lights, and ladders that are necessary for the protection of its employees, as well as the public and City employees. All riggings and scaffolding shall be constructed with good sound materials, of adequate dimensions for their intended use, and substantially braced, tied, or secured to ensure absolute safety for those required to use it, as well as those in the vicinity. All rigging, scaffolding, platforms, equipment guards, trenching, shoring, ladders and similar actions or equipment shall be OSHA approved, as applicable, and in accordance with all federal state and local regulations. All open trenches or holes shall be properly marked and barricaded to assure the safety of both vehicular and pedestrian traffic. No open trenches or holes are to be left open during nighttime or non -working hours without the prior written approval of the Project Manager. If an emergency condition should develop during a Project, the Contractor must immediately notify the Project Manager of each and every occurrence. The Contractor should also recommend any appropriate course(s) of action to the Project Manager. 18. Occupational Health and Safety In compliance with Chapter 442, Florida Statutes, any toxic substance listed in Section 38F-41.03 of the Florida Administrative Code ("FAC") delivered as a result of a Project must be accompanied by a Material Safety Data Sheet (MSDS), which may be obtained from the manufacturer. The MSDS must include the following information: ■ The chemical name and the common name of the substance. ■ The hazards or other risks in the use of the substance, including: » The potential for fire, explosion, corrosion, and reaction. » The known acute and chronic health effects of risks from exposure, including the medical conditions which are generally recognized as being aggravated by exposure to the substance; and » The primary routes of entry and symptoms of overexposure. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C ■ The proper precautions, handling practices, necessary personal protective equipment, and other safety precautions in the use of or exposure to the substances, including appropriate emergency treatment in case of overexposure. ■ The emergency procedure for spills, fire, disposal, and first aid. ■ A description in lay terms of the known specific potential health risks posed by the substance intended to alert any person reading this information. ■ The year and month, if available, the information was compiled and the name, address, and emergency telephone number of the manufacturer responsible for preparing the information. 19. Labor and Materials Unless otherwise provided herein, the Contractor shall provide and pay for all materials, labor, water, tools, equipment, supplies, light, power, internal communications, transportation and other facilities and services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. The Contractor shall at all times enforce strict discipline and good order among its employees and subcontractors at the Project site(s) and shall not employ on the Project any unfit person or anyone not skilled in the Work to which they are assigned. 20. Rules, Regulations, Laws, and Licenses The Contractor shall comply with all laws, rules, regulations, permits, codes, public agency or similar required consents and approvals relative to the provision of services, equipment, supplies and/or materials specified in the Contract Documents, including without limitation those imposed by the federal, state, county or city agencies having jurisdiction over the matter. The Contractor, its agents, subcontractors, and representatives shall be familiar with and comply with all federal, state, and local laws, rules, regulations, and approvals that may affect the Work, goods, and/or services offered. 21. Consultant Services The City, at its sole discretion, may hire a Consultant who shall serve as the City's Representative for the Project to be performed under the Contract Documents. The Contract Documents will state that a City's representative has been contracted with for the management of the Work under the Contract Documents and who will be the lead point of contact, the Consultant, or the Project Manager. Where a Consultant has been identified, the Consultant and the Project Manager will have authority to act on behalf of the City to the extent provided in the Contract Documents and as outlined in Article 24, "Authority of the Project Manager." On the basis of the on -site observations, the Consultant will keep the Project Manager informed of the progress of the Work. In the capacity of interpreter, the Consultant will exercise the best efforts to ensure faithful performance by both the Project Manager and the Contractor and will not show partiality to either. The Project Manager will assist the Consultant in conducting inspections to determine the date or dates of Substantial Completion and Final Acceptance and will receive and review written warranties and related documents required by the Contract and the Contract Documents. The Consultant will be responsible for receiving all documentation for review and acceptance. Upon acceptance, such documentation will be forwarded to the Project Manager. The Project Manager, in conjunction with the Consultant, will approve Schedules of Values, Project Schedules, subcontractors, and invoices. The City may contract for additional Consultant services, including but not limited to construction examination and observation services. Such services are intended to be additional services and shall not be construed to supplant or alter the role and responsibilities of the Consultant. In case of the termination of employment of the Consultant, the City may, at its sole discretion, appoint another Consultant, whose status under the Contract shall be as that of the terminated Consultant. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 22. Project Management Where a Contractor is awarded Work, the Contractor shall be responsible for all Project management, including any and all subcontracts necessary to ensure that the Work is performed in accordance with the Contract Documents. Project Management shall include, but is not limited to, obtaining bids from subcontractors and suppliers; coordinating the securing of all permits; obtaining licenses and inspections; ensuring that subcontractors comply with all City requirements; performing the Work in accordance with the Contract Documents to the satisfaction of the Project Manager; paying all subcontractors; obtaining release of liens/claims fees; and obtaining temporary and final Certificates of Occupancy or Completion. 23. Superintendence and Supervision The orders of the City are given by the Consultant or the Project Manager, which instructions are to be strictly and promptly followed in every case. The Contractor shall keep on the Project during its progress, a full-time, competent, English-speaking superintendent, and any necessary assistants, all -satisfactory to the Project Manager. The superintendent shall not be replaced except with the written consent of the Project Manager, unless the superintendent proves to be unsatisfactory to the Contractor and ceases to be in the Contractor's employment. The superintendent shall represent the Contractor, and all directions given to the superintendent shall be as binding as if given to the Contractor and will be confirmed in writing by the Project Manager upon the written request of the Contractor. The Contractor shall give efficient supervision of the Work, using the Contractor's best skills and attention. The Project Manager shall be provided with telephone number(s) for the superintendent, where the superintendent can be contacted during normal working hours as well as after hours for emergencies. On Projects in excess of thirty (30) calendar days, the Contractor's superintendent shall record, at a minimum, the following information in a bound log: the day; date; weather conditions and how any weather conditions affected progress of the Work; time of commencement of Work for the day; the Work being performed; materials, labor, personnel, equipment and subcontractors at the Project site(s); visitors to the Project site, including regulatory representatives the City; any special or unusual conditions or occurrences encountered; and the time of termination of Work for the day. All information shall be recorded in the daily log in indelible ink. The daily log shall be kept on the Project site(s) and shall be available at all times for inspection and copying by the Project Manager and Consultant. The Project Manager, Contractor, Construction Manager, CEI, and Consultant shall meet at least every two (2) weeks or as otherwise determined by the Project Manager, during the course of the Work to review and agree upon the Work performed and outstanding issues. The Contractor shall publish, keep, and distribute minutes and any comments thereto of each such meeting. If the Contractor, in the course of performing the Work, finds any discrepancy between the Contract Documents and the physical condition of the locality, or any errors, omissions, or discrepancies in the Plans, it shall be the Contractor's duty to inform the City immediately, in writing, and the City will promptly review the same. Any Work done after such discovery, until authorized, will be done at the Contractor's sole risk. The Contractor shall supervise and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. The Contractor shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction. All Work, including trade Work shall be performed and supervised by persons properly licensed for the Work being performed. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 24. Authority of the Project Manager The Director hereby authorizes the Project Manager designated in the Contract Documents to determine, all questions of any nature whatsoever arising out of, under or in connection with, or in any way relating to or on account of the Work, and questions as to the interpretation of the Work to be performed under this Contract Documents. The Contractor shall be bound by all determinations or orders of the Project Manager and shall promptly respond to requests of the Project Manager, including the withdrawal or modification of any previous order, and regardless of whether the Contractor agrees with the Project Manager's determination or requests. Where requests are made orally, the Project Manager will follow up in writing, as soon thereafter as is practicable. The Project Manager shall have authority to act on behalf of the City to the extent provided by the Contract, unless otherwise modified in writing by the City. All instructions to the Contractor shall be issued in writing and shall be issued. All instructions to the Contractor shall be issued through the Director or Project Manager. The Project Manager shall have access to the Project site(s) at all times. The Contractor shall provide safe facilities for such access, so the Project Manager and Consultant may perform their functions under the Contract. The Project Manager will make periodic visits to the Work site to become generally familiar with the progress and quality of the Work, and to determine if the Work is proceeding in accordance with the Contract Documents. The Project Manager will not be responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work and will not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. The Project Manager will have authority to reject Work that does not conform to the Contract Documents. Whenever, in his or her opinion, it is considered necessary or advisable to ensure the proper completion of the Contract Documents the Project Manager and Consultant will have authority to require special inspections or testing of the Work, whether or not such Work is fabricated, installed, or completed. Neither the Project Manager's nor Consultant's authority to act under this paragraph, nor any decision made by him in good faith either to exercise or not to exercise such authority, shall give rise to any duty or responsibility of the Project Manager or Consultant to the Contractor, any subcontractor, supplier or any of their agents, employees, or any other person performing any of the Work. All interpretations and recommendations of the Project Manager and Consultant shall be consistent with the intent of the Contract Documents. The Project Manager and Consultant will not be responsible for the acts or omissions of the Contractor, any subcontractor, or any of their agents or employees, or any other persons performing any of the Work. 25. Inspection of Work The Project Manager, Consultant, Construction Engineering Inspector (CEI), and other City representatives shall at all times have access to the Work during normal work hours, and the Contractor shall provide proper facilities for such access and for inspecting, measuring, and testing. Should the Contract Documents, Consultant, CEI, Project Manager's instructions, any laws, ordinances, or any public authority require any of the Work to be specially tested or approved, the Contractor shall give the Project Manager timely notice of readiness of the Work for testing. If the testing or approval is to be made by an authority other than the City, timely notice shall be given of the date fixed for such testing. Testing shall be done promptly, and, where practicable, at the source of supply. If any of the Work should be covered up without approval or consent of the Project Manager, it must, if required by the Project Manager, be uncovered for examination, and properly restored at the Contractor's expense. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Unless otherwise provided, the Contractor shall arrange for such tests, inspections, and approvals with the City's testing laboratory or entity. The Contractor shall give the City and the Project Manager timely notice of when and where tests and inspections are to be made so that the City or Project Manager may be present for such procedures. Re-examination of any of the Work may be ordered by the City, and if so ordered, the Work must be uncovered by the Contractor. If such Work is found to be in accordance with the Contract Documents, City shall pay the cost of reexamination and replacement by means of a Change Order. If such Work is not in accordance with the Contract Documents, the Contractor shall pay such cost. The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the City or separate Contractors caused by the Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. Inspectors shall have no authority to permit deviations from, or to relax any of the provisions of the Contract Documents, or to delay the Work by failure to inspect the materials and Work with reasonable promptness, without the written permission or instruction of the Project Manager. The payment of any compensation, whatever may be its character or form, or the giving of any gratuity or the granting of any favor by the Contractor to any Inspector, directly or indirectly, is strictly prohibited, and any such act on the part of the Contractor will constitute a breach of this Contract. 26. Taxes The Contractor shall pay all applicable sales, consumer, use and any other taxes, levies, assessments, and impositions all other impositions required by law, rule, or regulation. The Contractor is responsible for reviewing the pertinent state statutes and local laws involving state taxes/impositions and complying with all requirements. 27. Separate Contracts Prior to the commencement of the Work, the City will notify the Contractor of all ongoing Projects or Projects scheduled to commence during the Work that may require coordination. The Contractor shall be responsible for coordinating the Work with any other Project to minimize any potential adverse impact. The Contractor shall not be entitled to any days of delay for failure to coordinate the Work properly. The Project Manager will assist the Contractor in coordinating the Work; however, the sole responsibility for coordination rests with the Contractor. If any part of the Contractor's Work depends for proper execution or results upon the Work of any other persons, the Contractor shall inspect and promptly report to the City any defects in such Work that render it unsuitable for such proper execution and results. The Contractor's failure to so inspect and report shall constitute an acceptance of the other person's Work as fit and proper for the reception of the Contractor's Work, except as to defects that may develop in other contractor's work after the execution of the Contractor's Work. The Contractor shall conduct its operations and take all reasonable steps to coordinate the prosecution of the Work so as to create no interference or impact on any other contractor on the site. Should such interference or impact occur, the Contractor shall be liable to the affected contractor for the cost of such interference or impact. To ensure the proper execution of subsequent Work, the Contractor shall inspect the Work already in place and shall at once report to the Project Manager any discrepancy between the executed Work and the requirements of the Contract Documents. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 28. Lands of Work The City shall provide, as may be indicated in the Contract Documents, the lands upon which the Work is to be performed, rights -of -way, and easements for access thereto and such other lands as are designated by the City for the use of the Contractor. The Contractor shall provide, at the Contractor's own expense and without liability to City, any additional land and access thereto that may be required for temporary construction facilities, or for storage of materials. The Contractor shall furnish to the City copies of written permission obtained by the Contractor from the owners of such facilities. 29. Coordination of Work The Project site(s) may be occupied and may operate as specified in Section 3, Supplemental Terms and Conditions, Article 1, "Contract Time and Hours." The Contractor shall ensure that the performance of the Work does not impact any ongoing operations at Project site(s), which also includes the delivery of any materials and equipment. Access to and egress from the Project site(s) shall be coordinated with the Project Manager and the Consultant to minimize interference to regular and emergency operations of the facility. The Contractor may be required to coordinate the Work with other contractors performing Work at the Project site. 30. Differing Site Conditions In the event that during the course of the Work the Contractor encounters subsurface or concealed conditions at the Project site(s) which differ materially from those shown in the Contract Documents and from those ordinarily encountered and generally recognized as inherent in Work of the character called for in the Contract Documents; or unknown physical conditions of the Project site(s), of an unusual nature, which differ materially from that ordinarily encountered and generally recognized as inherent in Work of the character called for in the Contract Documents, the Contractor, without disturbing the conditions and before performing any Work affected by such conditions, shall, within twenty-four (24) hours of their discovery, notify the City in writing of the existence of the aforesaid conditions. The City shall, within two (2) business days after receipt of the Contractor's written notice, investigate the site conditions identified by the Contractor. If, in the sole opinion of the City, the conditions do materially so differ and cause an increase or decrease in the Contractor's cost of, or the time required for, the performance of any part of the Work, whether or not charged as a result of the conditions, the City shall recommend an equitable adjustment to the Contract Documents Price or Contract Documents Time, or both. If the City and the Contractor cannot agree on an adjustment in the Contract Price or Contract Time, the adjustment shall be referred to the Director for a determination. Should the Director determine that the conditions of the Project site(s) are not so materially different to justify a change in the terms of the Contract Documents, the Director shall so notify the Project Manager, Consultant, and the Contractor in writing, stating the reasons, and such determination shall be final and binding upon the parties hereto. No request by the Contractor for an equitable adjustment to the Contract Documents under this provision shall be allowed unless the Contractor has given written notice and otherwise fully documented altering site conditions in strict accordance with the provisions of this Article. No request for an equitable adjustment or change to the Contract price or Contract time for differing site conditions shall be allowed if made after the date certified by the City as the date of substantial completion. 31. Existing Utilities Known utilities and structures adjacent to or encountered in the Work will be shown in the Drawings. The locations shown are taken from existing records and the best information available from existing plans and utility investigations; however, it is expected that there may be some discrepancies and omissions in the locations and quantities of utilities and structures shown. Those shown are for the convenience of the Contractor only, and no responsibility is assumed by the City for their accuracy or completeness. No request for additional compensation or Contract time resulting from encountering utilities not shown will be Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C considered. The Contractor shall explore sufficiently ahead of the Work to allow time for any necessary adjustments. The Contractor must coordinate all underground utility locations through "Sunshine State One Call of Florida, Inc.," who shall be contacted a minimum of forty-eight (48) hours before the Contractor commences any digging. The Contractor is responsible for removing all utility markings once the Work is completed. Final payment to the Contractor may be withheld until the utility marks are removed. 32. Contractor's Responsibility for Utility Properties and Service Where the Contractor's operations could cause damage or inconvenience to railway, telephone, fiber optic, television, electrical power, oil, gas, water, sewer, or irrigation systems, the Contractor shall make all arrangements necessary for the protection of these utilities and services or any other known utilities. Notify all utility companies that are affected by the construction operation at least forty-eight (48) hours in advance. Under no circumstances, expose any utility without first obtaining permission from the appropriate agency. Once permission has been granted, locate, expose, and provide temporary support for all existing underground utilities and utility poles where necessary. The Contractor and its subcontractors shall be solely and directly responsible to the owner and operators of such properties for any damage, injury, expense, loss, inconvenience, delay, suits, actions, or claims of any character brought because of any injuries or damage that may result from the construction operations under the Contract Documents. Neither the City nor its officers or agents shall be responsible to the Contractor for damages as a result of the Contractor's failure to protect utilities encountered in the Work. In the event of interruption to domestic water, sewer, storm drain, or other utility services as a result of accidental breakage due to construction operations, promptly notify the proper authority. Cooperate with said authority in restoration of service as promptly as possible and bear all costs of repair. In no event shall interruption of any utility service be allowed unless granted by the owner of the utility. In the event water service lines that interfere with trenching are encountered, the Contractor may, by obtaining prior approval of the water utility, cut the service, dig through, and restore the service with similar and equal materials at the Contractor's expense and as approved by the City. The Contractor shall replace, with material approved by the City and at the Contractor's expense, any and all other laterals, existing utilities or structures removed or damaged during construction, unless otherwise provided for in the Contract Documents and as approved by the City. The Contractor shall also replace, with material approved by the City and at the Contractor's expense, any existing utilities damaged during the Work. 33. Interfering Structures An attempt has been made to show major structures in the furnished Drawings. While the information has been compiled from the best available sources, its completeness and accuracy cannot be guaranteed, and is presented as a guide. The Contractor shall field -verify all locations. The Contractor shall coordinate with any affected companies, including utility companies and take necessary precautions to prevent damage to existing structures whether on the surface, above ground, or underground, including have the owner of the interfering structures place temporary supports. 34. Field Relocation During the process of the Work, it is expected that minor relocations of the Work may be necessary. Such relocations shall be made only at the direction of the Project Manager at the Contractor's expense. If existing structures are encountered that will prevent construction as shown, the Contractor shall notify the Project Manager before continuing with the Work in order that the City may make such field revisions as necessary to avoid conflict with the existing structures. Where the Contractor fails to notify the Project Manager when an existing structure is encountered, and proceeds with the Work despite this interference, the Contractor does so at their own risk. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 35. Contractor's Use of Project Site(s) Limitations may be placed on the Contractor's use of the Project site(s), and such limitations will be identified by the Project Manager. In addition to such limitations, the Project Manager may make storage available to the Contractor, at his sole discretion, based on availability of space. The Contractor shall also coordinate and schedule deliveries so as to minimize disruptions to City day-to-day operations. The Contractor shall limit its use of the Project site(s), so as to allow for the City's continuous operation. This is necessary, as the Project site(s) may remain in operation during the Work. ■ The Contractor shall: » Confine operations at the Project site(s) to the areas permitted by the Project Manager; not disturb portions of the Project site(s) beyond the specified areas; conform to Project site(s) rules and regulations affecting the Work. » Keep existing driveways and entrances serving surrounding facilities clear and available to the City, its employees, and the public at all times; do not use areas for parking and/or storage of materials except as authorized by the Project Manager. » Assume all responsibility for its tools, equipment, and materials, including any materials purchased for the Work and not accepted by the City, and its vehicles while performing Work for the City and/or while parked or stored at a City facility. The City assumes no liability for damage or loss to the items specified in this paragraph. Access to parking and egress from the Project site(s) shall be subject to the approval of the Project Manager. 36. Warranty for Materials and Equipment The Contractor warrants to City that all materials and equipment furnished under the Contract Documents will be new unless otherwise specified and that all of the Work will be of good quality, free from faults and defects and in conformance with the Contract Documents and Contract/Documents. All Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. If required by the City, the Contractor shall provide satisfactory evidence as to the kind and quality of materials and equipment. This warranty is not limited by any other provisions within the Contract Documents. 37. Material and Equipment Shipment, Handling, Storage and Protection Preparation for Shipment: When practical, equipment shall be factory assembled. The equipment parts and assemblies that are shipped unassembled shall be furnished with assembly plan and instructions. The separate parts and assemblies shall be factory match -marked or tagged in a manner to facilitate assembly. All assemblies are to be made by the Contractor at no additional cost to the City. Generally, machined, and unpainted parts subject to damage by the elements shall be protected with an application of a strippable protective coating, or other approved protective method. Equipment shall be packaged or crated in a manner that will provide protection from damage during shipping, handling, and storage. The outside of the package or crate shall be adequately marked or tagged to indicate its contents by name and equipment number, if applicable; approximate weight; state any special precautions for handling; and indicate the recommended requirements for storage prior to installation. Packaging and Delivery of Spare Parts and Special Tools: Properly mark to identify the associated equipment by name, equipment, and part number. Parts shall be packaged in a manner for protection against damage from the elements during shipping, handling, and storage. Ship in boxes that are marked Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C to indicate the contents. Delivery of spare parts and special tools shall be made prior to the time associated equipment is scheduled for the initial test run. Shipment: All equipment and materials shall be shipped by freight and shipping paid freight on board (FOB) job site. The Contractor shall request a seven (7)-calendar day advance notice of shipment from manufacturers, and, upon receipt of such notice, provide the Engineer of Record with a copy of the current delivery information concerning equipment items and material items of critical importance to the Project schedule. Receiving: The Contractor shall unload and record the receipt for all equipment and materials at the jobsite. All costs for receiving, inspection, handling, storage, insurance, inventory control, and equipment maintenance for the Contractor -Supplied and City -Supplied materials and equipment shall be included in the prices bid and no extra compensation will be allowed. Inspection: Immediately upon receipt of equipment and materials at the jobsite, the Contractor shall inspect for completeness and any evidence of damage during shipment. City -supplied equipment and material shall be inspected and inventoried together with the City's Inspector. Should there appear to be any shortage or damage, the City shall be immediately notified; and the Contractor shall be fully responsible for informing the manufacturers and the transportation company of the extent of the shortage or damage. If the item or items require replacing or supplying missing parts, the Contractor shall take the necessary measures to expedite the replacement or supply the missing parts. Handling: Equipment and materials received for installation on the Project shall be handled in accordance with the manufacturer's recommendations, and in a manner that will prevent damage. Storage: Equipment and materials shall be stored prior to installation as recommended by the manufacturer. Generally, materials such as pipes shall be stored off the ground in approved storage yards. Items subject to damage by the elements, vandalism, or theft shall be stored in secure buildings. Items requiring environmental control for protection shall be provided with the necessary environmentally controlled storage facilities at no cost to the City. Insurance: The Contractor's insurance shall adequately cover the value of materials delivered but not yet incorporated into the Work. Inventory Control: Equipment and materials shall be stored in a manner to provide easy access for inspection and inventory control. The Contractor shall keep a running account of all materials in storage to facilitate inspection and to estimate progress payments for materials delivered but not installed in the Work. Equipment's Maintenance Prior to Acceptance by the City: Provide the required or manufacturer's recommended maintenance during storage, during the installation, and until such time as the City accepts the equipment for full-time operation. Salvage Equipment: Any salvageable pipe, fittings, or other miscellaneous material or equipment removed during construction and not reused in the Work shall be cleaned, hauled, and stored by the Contractor at his own expense, where directed by the City, and shall remain the property of the City. All other material shall be disposed of by the Contractor at his own expense. 38. Manufacturer's Instructions The Contractor shall: ■ Comply with manufacturer's requirements for the handling, delivery, and storage of all materials. Where required by the Contract Documents, the Contractor shall submit manufacturer's printed instructions for delivery, storage, assembly, and installation. ■ Comply with the manufacturer's applicable instructions and recommendations for the performance of the Work, to the extent that these instructions and recommendations Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C are more explicit or more stringent than requirements indicated in the Contract Documents including the Contract Documents. ■ Inspect each item of material or equipment immediately prior to installation and reject damaged and defective items. ■ Provide attachment and connection devices and methods for securing the Work; secure Work true to line plumb and level, and within recognized industry standards; allow for expansion and building movement; provide uniform joint width in exposed Work; arrange joints in exposed Work to obtain the best visual effect and refer questionable visual effect choices to the Consultant for final decision when applicable to the Work. ■ Recheck measurements and dimensions of the Work, as an integral step in starting each portion of the Work. ■ Install each unit or section of Work during favorable weather conditions, which shall ensure the best possible results in coordination with the entire Project and isolate each unit of Work from incompatible Work as necessary to prevent potential interference among each section and/or deterioration of equipment. ■ Coordinate enclosure of the Work, which requires inspections and tests so as to minimize the necessity of uncovering Work for that purpose. ■ When required by the Contract Documents or the manufacturer, a qualified representative shall be present to observe field conditions, conditions of surface and installation, quality of workmanship, and applications. Manufacturer's representative shall provide the Contractor and the City a written report of field observations. 39. Manufacturer's Warranty The Contractor shall provide all manufacturers' warranties. All warranties, expressed and/or implied, shall be made available to the City for material and equipment covered by this Contract Documents. All material and equipment furnished shall be fully guaranteed by the Contractor against factory defects and workmanship. At no expense to the City, the Contractor shall correct any and all apparent and latent defects that may occur within the manufacturer's standard warranty. The Contract Documents may supersede the manufacturer's standard warranty. The manufacturer's warranties will become effective upon Final Acceptance of the Project. 40. Reference Standards Reference to the standards of any technical society, organization, or body shall be construed to mean the latest standard adopted and published at the date of request for qualifications, even though reference may have been made to an earlier standard. Such reference is hereby made a part of the Contract Documents the same as if herein repeated in full and in the event of any conflict between any of these standards and those specified, the most stringent shall govern unless otherwise stated. 41. Submittals The Contractor shall check and approve all shop drawings, samples, product data, schedule of values, and any and all other submittals to make sure they comply with the Contract Documents prior to submission to the City. The Contractor, by approving and submitting any submittals, represents that they have verified the accuracy of the submittals, and they have verified all of the submittal information and documentation with the requirements of the Contract Documents. At time of submission, the Contractor shall advise the City in writing of any deviations from the Contract Documents. Failure by the Contractor to advise the City of Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C any deviations shall make the Contractor solely responsible for any costs incurred to correct, add, or modify any portion of the Work to comply with the Contract Documents. Each shop drawing submittal shall contain a title block containing the following information: ■ Number and title of drawing, including Contract title and Number ■ Date of drawing and revisions ■ Name of Contractor and Subcontractor (if any) submitting drawings ■ Name of Project, Building or Facility ■ Specification Section title and number ■ The Contractor's Stamp of approval, signed by the Contractor or his checker ■ Space above the title block for Project Manager's or Consultant's action stamp ■ Submittal or re -submittal number (whether first, second, third, etc.) ■ Date of submittal The Contractor shall sign, in the proper block, each sheet of shop drawing and data and each sample label to certify compliance with the requirements of the Contract Documents. Shop drawings submitted without the stamp and/or signature shall be rejected, and it will be considered that the Contractor has not complied with the requirements of the Contract Documents. The Contractor shall bear the risk of any delays that may occur because of such rejection. City shall not be liable for any materials, fabrication of products or Work commenced that requires submittals until the City has returned approved submittals to the Contractor. The City shall make every effort to review submittals within fourteen (14) calendar days from the date of receipt by the City. The City's review shall only be for conformance with design concepts and the information provided in the Contract Documents. The approval of a separate item shall not constitute approval of an assembly in which the item functions. The City shall return the shop drawings to the Contractor for their use and distribution. Acceptance of any submittal shall not relieve the Contractor of any responsibility for any deviations from the requirements of the Contract Documents unless the Contractor has given written notice to the City of the specific deviations and the Consultant have issued written approval of such deviations. By approving and submitting shop drawings, Product Data and Samples, the Contractor represents that all materials, field measurements and field construction criteria related thereto have been verified, checked, and coordinated with the requirements of the Work and have been verified, checked, and coordinated with this Contract Documents. The Contractor shall be responsible for the distribution of all shop drawings, copies of product data and samples, which bear the EOR's stamp of approval. Distribution shall include, but not be limited to; job site file, record documents file, subcontractor, suppliers, and other affected parties or entities that require the information. The Contractor shall also provide copies of all plans approved and permitted by the required governing authorities. The Contractor shall not be relieved of responsibility for errors or omissions in any and all submittals by the City's acceptance thereof. The Contractor warrants the adequacy for the purpose intended of any shop drawings or portion of a shop drawing that alters, modifies, or adds to the requirements of the Contract Documents. Nothing in the City's review of shop drawings, Submittals and Samples shall be construed as authorizing additional Work or increased costs to the City. Where a conflict exists between the submittal requirements of the General Terms and Conditions and the Technical Specifications, the Technical Specifications shall prevail. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 42. Shop Drawings The Contractor shall submit shop drawings as required by the Contract Documents. The purpose of the shop drawings is to show, in detail, the suitability, efficiency, technique of manufacture, installation requirements, details of the item, and evidence of its compliance or noncompliance with this Contract Documents. Within five (5) calendar days after the City's award of the Contract, the Contractor shall submit to the City a complete list and submittal log of items for which shop drawings are to be submitted and shall identify the critical items and all submittal dates. Approval of this list by the City shall in no way relieve the Contractor from submitting complete shop drawings and providing materials, equipment, etc., fully in accordance with the Contract Documents. This procedure is required in order to expedite final approval of shop drawings. After the approval of the list of items required above, the Contractor shall promptly request shop drawings from the various manufacturers, fabricators, and suppliers. The Contractor shall thoroughly review and check the shop drawings and each and every copy shall show its approval thereon. Some shop drawings, as denoted either in the Contract Documents or by the Florida Building Code (Code) or Florida Statute such as structural drawings, require that they be prepared by a licensed engineer. It is the sole responsibility of the Contractor to ensure that the shop drawings meet all Code requirements. In addition to all shop drawings required by the Contract Documents the Contractor must provide shop drawings for; all drainage structures including catch basins, drainage pipe, ballast rock, and exfiltration trench filter fabric. If the shop drawings show or indicate departures from the Contract Documents, the Contractor shall make specific mention thereof in its letter of transmittal. Failure to point out such departures shall not relieve the Contractor of its responsibility to comply with the Contract and Documents. The City shall review and accept or reject with comments, shop drawings within fourteen (14) calendar days from the date received. The City's approval of shop drawings will be general and shall not relieve the Contractor of responsibility for the accuracy of such shop drawings, nor for the proper fitting and construction of the Work, nor for the furnishing of materials or Work required by the Contract Documents and not indicated on the shop drawings. No Work called for by shop drawings shall be performed until said shop drawings have been approved by EOR. Approval shall not relieve the Contractor from responsibility for errors or omissions of any sort in the shop drawings. No approval will be given to partial submittals of shop drawings for items which interconnect and/or are interdependent where necessary to evaluate the design properly. It is the Contractor's responsibility to assemble the shop drawings for all such interconnecting and/or interdependent items, check them and then make one submittal to the City along with its comments as to compliance, noncompliance, or features requiring special attention. If catalog sheets or prints of manufacturers' standard drawings are submitted as shop drawings, any additional information or changes on such drawings shall be typewritten or lettered in ink. The minimum size for shop drawings shall be 11" X 17". Each shop drawing shall be clear, thoroughly detailed and shall have listed on it all Contract Documents references, drawing number(s), specification section number(s) and the shop drawing numbers of related Work. Shop drawings must be complete in every detail, including location of the Work. Materials, gauges, methods of fastening and spacing of fastenings, connections with other Work, cutting, fitting, drilling, and any and all other necessary information per standard trade practices or as required for any specific purpose shall be shown. Where professional calculations and/or certification of performance criteria of materials, systems, and/or equipment are required, EOR is entitled to rely upon the accuracy and completeness of such calculations and certifications submitted by the Contractor. Calculations, when required, shall be submitted in a neat, Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C clear, and easy format to follow. The Contractor shall always keep one (1) set of shop drawings marked with EOR's approval at the job site. 43. Product Data The Contractor shall submit four (4) copies of product data, warranty information, and operating and maintenance manuals. Each copy must be marked to identify applicable products, models, options, and other data. The Contractor shall supplement the manufacturer's standard data to provide information unique to the Work. The Contractor shall only submit pages that are pertinent. Submittals shall be marked to identify pertinent products, with references to the specifications and the Contract Documents. Identify reference standards, performance characteristics and capacities, wiring and piping diagrams and controls, component parts, finishes, dimensions and required clearances. The Contractor shall submit a draft of all product data, warranty information, and operating and maintenance manuals at fifty percent (50%) completion of construction. 44. Samples The Contractor shall submit samples to illustrate the functional characteristics of the product(s). Submittals shall be coordinated for different categories of interfacing Work. The Contractor shall include identification on each sample and provide full information. 45. Record Set The Contractor shall maintain in a safe place at the Project site(s) one (1) record copy and one (1) permit set of the Contract Documents, including, but not limited to, all Drawings, Specifications, shop drawings, amendments, Change Orders, RFIs, and Field Directives, as well as all written interpretations and clarifications issued by the City, in good order and annotated to show all changes made during construction. The record documents shall be continuously updated by the Contractor throughout the prosecution of the Work to accurately reflect all field changes that are made to adapt the Work to field conditions, changes resulting from Change Orders, Construction Change Directives, and Field Directives as well as all written interpretations and clarifications, and all concealed and buried installations of piping, conduit, and utility services. The Contractor shall certify the accuracy of the updated record documents. As a condition precedent to the City's obligation to pay the Contractor, the Contractor shall provide evidence, satisfactory to the City, that the Contractor is fulfilling its obligation to update the record documents continuously. All buried items, outside the Project site(s), shall be accurately located on the record documents as to depth and in relationship to not less than two (2) permanent features (e.g., interior, or exterior wall faces). The record documents shall be clean, and all changes, corrections, and dimensions shall be given in a neat and legible manner in red. The record documents shall be available to the City and the Consultant for reference. Upon completion of the Work and as a condition precedent to the Contractor's entitlement to final payment, the record documents shall be delivered to the City by the Contractor. The Record Set of drawings shall be submitted in both hardcopy and as electronic plot files. 46. Supplemental Drawings and Instructions The City shall have the right to approve and issue supplemental instructions setting forth written orders, instructions, or interpretations concerning the Contract Documents or their performance, provided such Supplemental Instructions involve no change in the Contract Documents Price or this Contract Documents Time. The City shall have the right to modify the details of the plans and specifications, to supplement the plans and specifications with additional plans, drawings, or additional information as the Work proceeds, all of Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C which shall be considered as part of the Contract Documents. In case of disagreement between the written and graphic portions of the Contract Documents, the written portion shall govern. 47. Contractor Furnished Drawings A Contract Documents may require the Contractor to furnish design, shop, and/or as -built drawings depending on the nature and scope of the Work to be performed. The following applies to the different types of drawings. The City shall, after reviewing the drawings, initial and mark the drawings in one of the following manners: 1. ACCEPTED - No correction required. 2. PROCEED AS CORRECTED - Minor changes or corrections identified. Work can proceed subject to re -submittal and acceptance of the drawings. 3. REVISE AND RESUBMIT - Significant changes or corrections are recommended. Submittal must be revised and resubmitted for acceptance prior to Work proceeding. 4. REJECTED - Not in accordance with the Contract and/or Contract Documents due to excessive changes or corrections or other justifiable reason. Drawings must be corrected and resubmitted prior to any Work being performed. Revisions required by the permitting jurisdiction must also be reviewed and accepted by the City prior to resubmission to the permitting agency. Acceptance by the City shall not relieve the Contractor of responsibility for errors and omissions in the drawings. 48. Substitutions Whenever materials or equipment are specified or described in the Contract Documents by using the name of a proprietary item or the name of a particular supplier, the naming of the item is intended to establish the type, function, and quality required. Unless the name is followed by words indicating that no substitution is permitted, materials or equipment of other suppliers may be accepted by Consultant sufficient information is submitted by the Contractor to allow City and Consultant to determine whether the material or equipment proposed is equivalent or equal to that named. Requests for review of substitute items of material and equipment will not be accepted by the City from anyone other than the Contractor. If the Contractor wishes to furnish or use a substitute item of material or equipment, the Contractor shall make application to the City for acceptance thereof, certifying that the proposed substitute shall perform adequately the functions and achieve the results called for by the general design, be similar and of equal substance to that specified and be suited to the same use as that specified. The application shall state that the evaluation and acceptance of the proposed substitute will not prejudice the Contractor's achievement of Substantial Completion on time, whether or not acceptance of the substitute for use in the Work will require a change in any of the Contract Documents to adapt the design to the proposed substitute and whether or not incorporation or use by the substitute in connection with the Work is subject to payment of any license fee or royalty. All variations of the proposed substitute from that specified will be identified in the application and available maintenance, repair and replacement service shall be indicated. The application also shall contain an itemized estimate of all costs that will result directly or indirectly from acceptance of such substitute, including costs for redesign and claims of other Contractors affected by the resulting change, all of which shall be considered by the Consultant in evaluating the proposed substitute. The City may require the Contractor to furnish at the Contractor's expense additional data about the proposed substitute. If a specific means, method, technique, sequence or procedure of construction is indicated in or required by Contract Documents, the Contractor may furnish or utilize a substitute means, method, technique, sequence or procedure of construction acceptable to the Consultant, if the Contractor submits sufficient information to allow the FOR to determine that the substitute proposed is equivalent to that indicated or required by the Contract Documents. The procedures for submission to and review by the Consultant shall be the same as those provided herein for substitute materials and equipment. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C The Consultant shall be allowed a reasonable time within which to evaluate each proposed substitute. The City shall be the sole judge of the acceptability of any substitute. No substitute shall be ordered, installed, or utilized without the City's and the Consultant's prior written acceptance, which shall be evidenced by either a Change Order or an approved submittal. The City may require the Contractor to furnish at the Contractor's expense a special performance guarantee or other surety with respect to any substitute. If the Consultant rejects the proposed substitute, at their discretion, the City may require the Contractor to reimburse the City for the charges of the Consultant for evaluating the proposed substitute. The Contractor shall maintain sole liability and responsibility for ensuring that all substitutions and any required design of such are in full compliance with and meet all the requirements of the Contract Documents. 49. City Furnished Drawings The City, at its sole discretion, may furnish design drawings. It shall be the sole responsibility of the Contractor to bring to the immediate attention of the City any discrepancies between the drawings and existing conditions, excluding hidden or unforeseen conditions, discovered prior to commencing and during the Work. The Contractor shall be solely responsible for verifying the accuracy of the drawings prior to commencing the Work and shall be responsible for any errors or revisions of the Work, which might have been avoided by notifying the City prior to commencement. This shall also apply to any revisions or omissions identified by the Contractor. The Contractor shall submit all requests for information entitled Request for Information (RFI). The City shall respond to all RFI's in writing. The Contractor shall have no basis for any claim for additional costs resulting from their failure to identify any required revisions, omissions, and/or errors, not identified in writing to the City prior to commencing the Work. The drawings are to be addressed as a complete set and should not be used in parts. The Contractor is responsible for coordinating the set of drawings with all trades to ensure that the Work will be performed correctly and coordinated among the trades. The Contractor shall not scale the drawings. 50. Interpretation of Drawings and Documents Drawings and specifications are intended to be consistent, be mutually explanatory, and should be used together and not separately. During the performance of the Project, should any errors, omissions, conflicts, ambiguities or discrepancies be found in the drawings and/or specifications, the City will clarify in writing the intent of the drawings and/or specifications and the Contractor agrees to abide by the City's interpretation and perform the Work in accordance with the decision of the City. In such event, the Contractor will be held to have included in its Contract Price the best materials suitable for the purpose and/or methods of construction. 51. Product and Material Testing All tests shall be performed by the Contractor, except where otherwise specifically stated in the Contract Documents. All costs for testing performed by the Contractor shall be at the Contractor's expense. The City may, in its sole and absolute discretion, test materials, and products at its own cost. However, should such materials or products fail to pass the test and/or meet the requirements of the Contract Documents, the Contractor shall reimburse the City for the cost of such tests and repair or replace said materials or products. In such instances, the City may deduct such costs from any payments pending to the Contractor. 52. Field Directives The City may at times issue field directives to the Contractor based on visits to the Project site(s). Such Field Directives shall be issued in writing, and the Contractor shall be required to comply with the directive. Where the Contractor believes that the directive is outside the scope of the Work, the Contractor shall, within forty-eight (48) hours, notify the City that the Work is outside the scope of the Work. At that time, the Field Directive may be rescinded, or the Contractor may be required to submit a request for a change to the Contract. Where the Contractor is notified of the City's position that the Work is within the scope and the Contractor disagrees, the Contractor shall notify the City that the Contractor reserves the right to make Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C a claim for the time and monies based on the Field Directive. At no time shall the Contractor refuse to comply with the directive. Failure to comply with the directive may result in a determination that the Contractor is in default of the Contract. 53. Changes in the Work or Contract Documents Without invalidating the Contract Documents and without notice to any Surety, City reserves and shall have the right, from time to time to make such increases, decreases or other changes in the character or quantity of the Work under the Contract Documents as may be considered necessary or desirable to complete fully and acceptably the proposed construction of a Project in a satisfactory manner. Any extra or additional Work within the scope of the Project must be accomplished by means of appropriate Field Orders and Supplemental Instructions or Change Orders. Any changes to the terms of the Contract Documents must be contained in a written document, executed by the parties hereto. This section shall not prohibit the issuance of Change Orders executed only by the City. 54. Continuing the Work The Contractor shall execute the Work and adhere to the progress schedule during all disputes or disagreements with City, including disputes or disagreements concerning a request for a Change Order, a request for a change in the Contract price or Contract time for completion. The Work shall not be delayed or postponed pending resolution of any disputes or disagreements. 55. Change Orders Changes in the quantity or character of the Work within the scope of the Project which are not properly the subject of Field Orders or Supplemental Instructions, including all changes resulting in changes in the Contract Price, or the Contract Time, shall be authorized only by Change Orders approved in advance and issued in accordance with the provisions of the City. In the event satisfactory adjustment cannot be reached for any item requiring a change in the Contract Price or Contract Time, and a Change Order has not been issued, City reserves the right at its sole option to either terminate the Contract as it applies to the items in question and make such arrangements as may be deemed necessary to complete the disputed Work; or submit the matter in dispute to the Director as set forth in Article 90, "Resolution of Disputes." During the pendency of the dispute, and upon receipt of a Change Order approved by City, Contractor shall promptly proceed with the change in the Work involved and advise the City and Director in writing within seven (7) calendar days of Contractor's agreement or disagreement with the method, if any, provided in the Change Order for determining the proposed adjustment in the Contract Price or Contract Time. Upon approval by the City of any Change Order increasing the Contract Price, the Contractor shall have fourteen (14) calendar days to execute said Change Order and provide any additional performance and payment bonds documents, as applicable, that reflect and guarantee such increase in the total Contract Price. Subsequently, the City, either through the City Manager or the City Commission, as applicable, will execute the Change Order after review and approval of the additional performance and payment bonds by the City's Risk Management Department. Under circumstances determined necessary by the City, Change Orders may be issued unilaterally by the City. The City reserves the right to order changes which may result in additions to, or reductions of the amount, type, or value of the Work shown in the Contract, and which are within the general scope of the Contract Documents. Any such changes will be known as "Extra Work." No Extra Work shall be performed except pursuant to written orders of the City expressly and unmistakably indicating his/her intention to treat the Work described therein as Extra Work. In the absence of such an order, the City may direct, order, or require the Contractor to perform any Work including that which the Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Contractor deems to be Extra Work. The Contractor shall nevertheless comply and shall promptly and in no event after, begin the performance thereof or incur cost attributable thereto and give written notice to the City stating why the Contractor deems such Work (hereinafter "Disputed Work") to be Extra Work. Said notice is for the purposes of (1) affording an opportunity to the Project Manager to cancel such order, direction or requirements promptly; (2) affording an opportunity to the City to keep an accurate record of materials, labor and other items involved; and (3) affording an opportunity to the City to take such action as it may deem advisable in light of such disputed Work. Pursuant to the requirements of Florida Statutes, Section 218.755, for any contract for construction services entered into on or after July 1, 2025, if a local governmental entity receives from its contractor a price quote for a change order requested or issued by the local governmental entity for construction services, and the price quote conforms to all statutory requirements and contractual requirements for the project, the local governmental entity must approve or deny the price quote and send written notice of that decision to the contractor within 35 days after receipt of such quote. A denial notice must specify the alleged deficiencies in the price quote and the actions necessary to remedy those deficiencies. If the local governmental entity fails to provide the contractor with a notice in compliance with this section, the change order and price quote are deemed approved, and the local governmental entity must pay the contractor the amount stated in the price quote upon the completion of the change order. A contract between a local governmental entity and a contractor may not alter the local governmental entity's duties under this section. 56. Change Order Procedure Extra Work shall result in an equitable adjustment (increase or decrease) to the Contract representing the reasonable cost or the reasonable financial savings related to the change in Work. Extra Work may also result in an equitable adjustment in the Contract schedule, for performance of both the Extra Work and any other Work affected by the Extra Work. The City shall initiate the Extra Work procedure by a notice to the Contractor outlining the proposed Extra Work. Upon receipt of the notice to proceed with the Extra Work, the Contractor is required to start the Extra Work immediately. The Contractor is required to obtain permission for an extension to start the Extra Work if it is beyond the Contractor's ability to start within the allotted timeframe. The Contractor is required to provide the Project Manager with a detailed Change Proposal Request, which shall include requested revisions to the Contract, including but not limited to adjustments in this Contract Price and Contract Time. The Contractor is required to provide sufficient data in support of the cost proposal demonstrating its reasonableness. In furtherance of this obligation, the City may require that the Contractor submit any or all of the following: a cost breakdown of material costs, labor costs, labor rates by trade, and Work classification, and overhead rates in support of Contractor's Change Proposal Request. The Contractor's Change Proposal Request must include any schedule revisions and an explanation of the cost and schedule impact of the Extra Work on the Project. If the Contractor fails to notify the City of the schedule changes associated with the Extra Work, it will be deemed an acknowledgment by Contractor that the proposed Extra Work will not have any scheduling consequences. The Contractor agrees the Change Proposal Request will in no event include a combined profit and overhead rate in excess of ten percent (10%) of the direct labor and material costs, unless the City determines that the complexity and risk of the Extra Work is such that an additional factor is appropriate. The Change Proposal Request may be accepted or modified by negotiations between the Contractor and the City. If an agreement on the Extra Work is reached, both parties shall execute the Extra Work order in writing via a Change Order. The execution by the Contractor of the Change Order shall serve as a release of the City from all claims and liability to the Contractor relating to, or in connection with, the Extra Work, including any impact, and any prior acts, neglect or default of the City relating to the Extra Work. Upon execution of a change order that affects the Contract Time, the Contractor shall, within five (5) business days, submit a revised Project schedule reflecting the changes to the baseline schedule. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 57. No Oral Changes Except to the extent expressly set forth in the Contract, no change in or modification, termination, or discharge of the Contract or, in any form whatsoever, shall be valid or enforceable unless it is in writing and signed by the parties charged, therewith or their duly authorized representative. 58. Value of Change Order Work The value of any Work covered by a Change Proposal Request or of any claim for an increase or decrease in the Contract Price shall be determined in one of the following ways: ■ Where the Work involved is covered by unit prices contained in the Contract, by application of unit prices to the quantities of items involved. ■ By mutual acceptance of a Contract unit price, which the Contractor and Project Manager acknowledge, contains a component for overhead and profit. ■ Based on the "Cost of Work," determined as provided in this, plus the Contractor's fee for overhead and profit, which is determined as provided in this Article. ■ The term "Cost of Work" means the sum of all direct costs necessarily incurred and paid by the Contractor in the proper performance of the Work described in the Change Order. Except as otherwise may be agreed to in writing by the City, such costs shall be in amounts no higher than those prevailing in the locality of the Project, shall include only the following items and shall not include any of the costs itemized in herein. Payroll costs for employees in the direct employment of the Contractor in the performance of the Work described in the Change Proposal Request under schedules of job classifications agreed upon by the City. Payroll costs for employees not employed full time on the Work covered by the Change Proposal Request shall be apportioned on the basis of their time spent on the Work. Payroll costs shall include, but not be limited to, salaries and wages plus the cost of fringe benefits which shall include social security contributions, unemployment, excise and payroll taxes, workers' or workmen's compensation, health and retirement benefits, bonuses, sick leave, vacation, and holiday pay application thereto. Such employees shall include superintendents and foremen at the site. The expenses of performing the Work after regular working hours, on Sunday or legal holidays shall be included in the above to the extent authorized by City. Cost of all materials and equipment furnished and incorporated in the Work, including costs of transportation and storage thereof, and manufacturers' field services required in connection therewith. All cash discounts shall accrue to the Contractor unless the City deposits funds with the Contractor with which to make payments, in which case the cash discounts shall accrue to the City. All trade discounts, rebates and refunds, and all returns from sale of surplus materials and equipment shall accrue to City and the Contractor shall make provisions so that they may be obtained. Rentals of all construction equipment and machinery and the parts thereof whether rented from the Contractor or others in accordance with rental agreements approved by City with the advice of Consultant and the costs of transportation, loading, unloading, installation, dismantling and removal thereof, all in accordance with the terms of said agreements. The rental of any such equipment, machinery, or parts shall cease when the use thereof is no longer necessary for the Work. If required by the City, the Contractor shall obtain competitive bids for the Change Order Work. The Contractor shall deliver such competitive bids to the City who will determine which bids will be accepted. If the subcontractor is to be paid on the basis of cost of the Work plus a fee, the subcontractor's cost of the Work shall be determined in the same manner as the Contractor's cost of the Work. All subcontractors shall be subject to the other provisions of the Contract Documents as far as applicable. The term "Cost of the Work" shall include any of the following: ■ Cost of special Consultants, including, but not limited to, Consultants, architects, testing laboratories, and surveyors employed for services specifically related to the performance of the Work described in the Change Order. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Supplemental costs including the following: ■ The proportion of necessary transportation, travel, and subsistence expenses of the Contractor's employees incurred in discharge of duties connected with the Work except for local travel to and from the site of the Work. ■ Cost, including transportation and maintenance, of all materials, supplies, equipment, machinery, appliances, office and temporary facilities at the site and hand tools not owned by the workmen, which are consumed in the performance of the Work, and less market value of such items used but not consumed which remains the property of the Contractor. ■ Sales, use, or similar taxes related to the Work, and for which the Contractor is liable, imposed by any governmental authority. ■ Deposits lost for causes other than the Contractor's negligence, royalty payments, and fees for permits and licenses. ■ The cost of utilities, fuel, and sanitary facilities at the site. ■ Receipted minor expenses such as telegrams, long distance telephone calls, telephone service at the site, expressage, and similar petty cash items in connection with the Work. ■ Cost of premiums for additional bonds and insurance required because of changes in the Work. The term "Cost of Work" shall not include any of the following: ■ Payroll costs and other compensation of the Contractor's officers, executives, principals (of partnership and sole proprietorships), general managers, consultants, architects, estimators, lawyers, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel employed by the Contractor whether at the site or in its principal or a branch office, for general administration of the Work and not specifically included in the agreed -upon schedule of job classifications, all of which are to be considered administrative costs covered by the Contractor's fee. ■ Expenses of the Contractor's principal and branch offices other than the Contractor's office at the site. ■ Any part of the Contractor's capital expenses, including interest on the Contractor's capital employed for the Work and charges against the Contractor for delinquent payments. ■ Cost of premiums for all Bonds and for all insurance whether or not the Contractor is required by the Contract Documents to purchase and maintain the same, except for additional bonds and insurance required because of changes in the Work. ■ Costs due to the negligence or neglect of the Contractor, any subcontractors, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective Work, disposal of materials or equipment wrongly supplied and making good any damage to property, or soft costs such as consultant costs, or any costs not directly attributable to the work. ■ Other overhead or general expense costs of any kind and the cost of any item not specifically and expressly included in this Article. The Contractor's fee allowed to Contractor for overhead and profit shall be determined as follows: ■ A mutually acceptable fixed fee or if none can be agreed upon. ■ A fee based on the following percentages of the various portions of the cost of the Work. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C ■ Where the Contractor self -performs the Work, Contractor's fee shall not exceed ten percent (10%). ■ Where a Subcontractor performs the Work, Contractor's fee shall not exceed seven and one-half percent (7.5%); and if a subcontract is on the basis of cost of the Work plus a fee, the maximum allowable to the Subcontractor as a fee for overhead and profit shall not exceed ten percent (10%). ■ No fee shall be payable for special Consultants or supplemental costs; and ■ No other markup or charge shall be allowed except as expressly provided above. The amount of credit to be allowed by Contractor to City for any such change, which results in a net decrease in cost, will be the amount of the actual net decrease. When both additions and credits are involved in any one change, the combined overhead and profit shall be figured on the basis of the net increase, if any, however, Contractor shall not be entitled to claim lost profits for any Work not performed. Whenever the cost of any Work is to be determined pursuant to this Article, the Contractor will submit in a form acceptable to the City an itemized cost breakdown together with the supporting data. Whenever a change in the Work is based on mutual acceptance of a lump sum, whether the amount is an addition, credit, or no change -in -cost, the Contractor shall submit an initial cost estimate acceptable to the City. ■ Breakdown shall list the quantities and unit prices for materials, labor, equipment, and other items of cost. ■ Whenever a change involves the Contractor and one (1) or more subcontractors, and the change is an increase in the Contract Price, overhead and profit percentage for the Contractor and each subcontractor shall be itemized separately. ■ Each Change Order must state within the body of the Change Proposal Request whether it is based upon unit price, negotiated lump sum, or "Cost of Work." 59. Extra Work Directive If the parties fail to reach agreement with respect to the proposed Extra Work, or in case of extenuating circumstances, the City may nevertheless issue a directive to the Contractor to do the proposed Extra Work. Immediately upon receipt of the Extra Work Directive, the Contractor shall be obligated to proceed with the Work set forth in that directive. Except as provided below, the Contractor shall be entitled to initiate a dispute pursuant to the Article 90, "Resolution of Disputes," by furnishing a written statement to the Construction Manager within five (5) calendar days of the Extra Work Directive, based upon any aspect, of such Extra Work which the Contractor disputes. Such dispute must relate to specific matters raised or specific matters reserved by the Contractor in its bid and have not been resolved prior to the issuance of the Extra Work Directive. The written statement must set forth all details of the Contractor's claim including the manner that the disputed item was specified in the Contractor's bid. During the pendency of any dispute hereunder, the Contractor must proceed with Work as set forth in the Extra Work Directive unless otherwise advised by the Project Manager's written instructions. In the event there is a dispute as to price, the Contractor will be paid in accordance with the following paragraph. This payment(s) will be in full satisfaction of the Contractor's claim for an adjustment to the value of the Contract. Compensation for Extra Work in the event of the parties' inability to agree upon a mutually satisfactory price shall be as follows: ■ No payment will be made to the Contractor for Extra Work in excess of "Actual and Necessary Cost" which is to say time and materials plus a mark-up not to exceed ten percent (10%). This will not vary whether the Extra Work is performed by the Contractor or his subcontractor. The Project Manager must approve of any exceptions. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C "Actual and Necessary Net Cost" shall be deemed to include the actual and necessary cost of the Extra Work for (i) labor, which includes wages, payroll deductions, if any, made by the Contractor as employer pursuant to bona fide collective bargaining labor agreements applicable to the Work; (ii) contributions to the State Unemployment Insurance Law, (iii) excise taxes pursuant to Federal Social Security Act; (iv) any increases in public liability and property damage insurance or performance and payment bonds occasioned solely by the Extra Work, (v) the actual and necessary operating expenses (except the expense of supplies and small tools not operated by mechanical or electrical power), power for such plant and a reasonable rental for the same (including small power tools), as determined by the Construction Manager; and (vi) any additional materials necessary for the performance of the Extra Work. In case any Work or materials shall be required to be done or furnished under the provisions of this Article, the Contractor shall at the end of each day furnish to the City such documentation as the City may require supporting all the costs of the Extra Work. If payments on account are desired as the Extra Work progresses, the Contractor shall render an itemized statement showing the total amount expended for each class of labor and for each kind of material on account of each item of Work as a condition precedent to the inclusion of such payment in a partial estimate. Upon the request of the City, the Contractor shall produce for audit by the City, books, vouchers, collective bargaining labor agreements, records or other documents showing the actual cost for labor and materials. Such documents shall not be binding on the City. The Project Manager shall determine any questions or dispute as to the correct cost of such labor, materials, or plant. In case the Contractor is ordered to perform Work under this Article, which in the opinion of the Project Manager, it is impracticable to have performed by the Contractor's own employees, the Contractor will, subject to the approval of the Project Manager, be paid the actual cost to the Contractor of such Work, and in addition thereto five percent (5%) to cover the Contractor's superintendence, administration and other overhead expenses. Payment of any amount under this Article shall be subject to subsequent audit and approval, disapproval, modification, or revision by representatives of the City. 60. As -Built Drawings During the Work, the Contractor shall maintain records of all deviations from the Drawings and Specifications as approved by the Project Manager and prepare two copies of As -Built Record Drawings showing correctly and accurately all changes and deviations made during construction to reflect the Work as it was actually constructed. It is the responsibility of the Contractor to check the As -Built Drawings for errors and omissions prior to submittal to the City and certify in writing that the As -Built Drawings are correct and accurate, including the actual location of all underground work Legibly mark to record actual construction: On -site structures and site Work as follows: ■ Depths and widths of various elements of seawall. ■ Changes in location: Horizontal and vertical locations of underground utilities and appurtenances, referenced to permanent surface improvements. Actual installed pipe material, class, etc. ■ Field changes in dimensions and details. ■ Changes made by Project Manager or Consultant's written instructions or by Change Order. ■ Details not on original Contract Drawings. ■ Project Manager or Consultant's schedule changes according to the Contractor's records and shop drawings. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Specifications and Addenda Legibly mark each section to record: ■ Manufacturer, trade name, catalog number, and Supplier of each product and item of equipment actually installed. ■ Changes made by Project Manager or Consultant's written instructions or by Change Order. Approved Shop Drawings: As -built documents shall be updated monthly as a condition precedent to payment. For construction of seawalls, structures and/or roadway improvements as -built drawings signed and sealed by a Florida licensed Registered Land Surveyor. For Projects that involve roadwork and drainage, the Contractor shall provide complete as -built information relative to location, size, and depth of new pipes, manholes, inlets, etc. Identify grading; include locations of fittings, valves, fire hydrants, changing in pipe materials, water sampling points, thrust blocks, benchmarks, etc. The information shall be accurately recorded by the Contractor and submitted (signed and sealed by a Florida Certified P.L.S.) to the City of Miami prior to final acceptance of the Work. All recorded information on existing utility crossing encountered during construction, included but not limited to pipes, inlets, manholes, etc., shall be recorded by a Florida Registered Surveyor and shown on the record drawings. The Project's as -built set of drawings shall Include GPS coordinates (X, Y, and Z) for all new and/or existing vacuum cleaned drainage system openings (i.e., catch basins, inlets, manholes, etc.) 61. Worker's Identification The Contractor's employees, who include any subcontractor, shall wear an identification card provided by the Contractor. The identification card shall bear the employee's picture, name, title, and name of the employer. Failure by a Contractor's employee to wear such identification may result in his removal from the Work until such time as the identification card is obtained and worn. Such removal shall not act as a basis for the Contractor to submit a claim for an extension of time. 62. Removal of Unsatisfactory Personnel The City may make written request to the Contractor for the prompt removal and replacement of any personnel employed or retained by the Contractor, or any or subcontractor engaged by the Contractor to provide and perform services or Work pursuant to the requirements of the Contract Documents. The Contractor shall respond to the City within seven (7) 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. The City shall make the final determination as to the removal of unsatisfactory personnel from Work assigned by City. The Contractor agrees that the removal of any of its employees does not require the termination or demotion of employee(s). 63. Substantial Completion, Punch List, and Final Completion The Work shall be substantially complete when the City, in the reasonable exercise of their discretion determines that the Work is complete, there are no material and/or substantial variations from the Contract Documents, and the Work is fit for its intended purpose. Upon Substantial Completion, the City and the Contractor shall sign the Substantial Completion Inspection Form. The signing of this form shall not relieve the Contractor from its obligation to complete the Project. When the Contractor believes that the Work is substantially complete, the Contractor shall request in writing that the City inspects the Work to determine if Substantial Completion has been achieved. No request for Substantial Completion inspection is to be submitted until the Contractor has obtained a Certificate(s) of Occupancy, Certificate of Completion or Completion or a Temporary Certificate of Occupancy or any other approvals from agencies having jurisdiction over the Work. The City shall schedule the date and time for any inspection and notify the Contractor and any other parties deemed necessary. During this inspection, the Project Substantial Completion Inspection Form will be completed, as Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C necessary. Any remaining Construction Work shall be identified on this form and shall be known as Punch List Work. The Punch List shall be signed by the City and the Contractor, confirming that the Punch List contains the item(s) necessary to complete the Work. The failure or refusal of the Contractor to sign the Project Substantial Completion Inspection Form or Punch List shall not relieve the Contractor from complying with the findings of the Project Substantial Completion Inspection and completing the Project to the satisfaction of the City. Where the Punch List is limited to minor omissions and defects, the City shall indicate that the Work is substantially complete subject to completion of the Punch List. Where the City determines, on the appropriate form that the Work is not substantially complete, the City shall provide a list of all open items necessary to achieve Substantial Completion. Upon completion of such Work, the Contractor shall request another Substantial Completion inspection. The City and the Contractor shall agree on the time reasonably required to complete all the remaining Work included in the Punch List. Upon the receipt of all documentation, resolution of any outstanding issues and issuance of final payment, the City shall notify the Contractor in writing of the closeout of the Project. The City will prepare a Certificate of Substantial Completion in the form that shall establish the Date of Substantial Completion. Once substantial completion is achieved, the City shall be responsible for security, maintenance, heat, utilities, damage to the Project site, and insurance; and shall list all Work yet to be completed to satisfy the requirements of the Contract Documents for Final Completion. The failure to include any items of corrective Work on such list does not alter the responsibility of the Contractor to complete all of the Work in accordance with the Contract Documents. Warranties required by the Contract Documents shall commence on the date of Final Acceptance completion of the Work or designated portion thereof unless otherwise provided in the Contract Documents. 64. Acceptance and Final Payment Upon receipt of written notice from the Contractor that the Work is ready for final inspection and acceptance, the City shall, within ten (10) calendar days, make an inspection thereof. If the City finds the Work acceptable, the requisite documents have been submitted and the requirements of the Contract Documents are fully satisfied, and all conditions of the permits and regulatory agencies have been met, a Final Certificate for Payment shall be issued by the City. Said Certificate shall state that the requirements of the Contract Documents have been performed, and the Work is ready for acceptance under the terms and conditions thereof. Before issuance of the Final Certificate for Payment, the Contractor shall deliver to the City a final release of all liens arising out of the Contract Documents, receipts in full in lieu thereof; an affidavit certifying that all suppliers and subcontractors have been paid in full and that all other indebtedness connected with the Work has been paid, and a consent of the surety to final payment; the final corrected as -built drawings; operations and maintenance data, and the final bill of materials, if required, and payment application. The Contractor shall deliver the written Contractor's and all Manufacturer's warranties prior to issuance of the Final Certificate of Payment. If, after the Work has been substantially completed, full completion thereof is materially delayed through no fault of the Contractor, and the Project Manager so certifies, City shall, upon such certification of Consultant, and without terminating the Contract Documents, make payment of the balance due for that portion of the Work fully completed and accepted. Such payment shall be made under the terms and conditions governing final payment, except that it shall not constitute a waiver of claims. The acceptance of final payment shall constitute a waiver of all claims by the Contractor, except those previously made in strict accordance with the provisions of the Contract and identified by the Contractor as unsettled at the time of the application for final payment. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 65. NPDES Requirements The Contractor shall comply with the State of Florida rules and regulations for the National Pollutant Discharge Elimination System (NPDES) including but not limited to all permitting, Notices of Intent, and the Storm Water Pollution Prevention Plan (SWPPP). All costs for NPDES and SWPPP shall be included in the bid prices. For further information on compliance requirements for NPDES and SWPPP contact the City of Miami Public Works Department at (305) 416-1200 or visit the State of Florida website at https://floridadep.gov/water/stormwater/content/npdes-stormwater-permits-and-forms. The Contractor is responsible for obtaining, completing, and paying for any required NPDES application or permits that may be required. 66. Force Maieure Should any failure to perform on the part of the Contractor be due to a condition of force majeure as that term is interpreted under Florida law, and then the City may allow an extension of time reasonably commensurate with the cause of such failure to perform or cure. If the Contractor is delayed in performing any obligation under the Contract Documents due to a force majeure condition, the Contractor shall request a time extension from the City within two (2) business days of said force majeure occurrence. Any time extension shall be subject to mutual agreement and shall not be cause for any claim by the Contractor for extra compensation unless additional services are required. It does not include inclement weather, except as permitted by Florida law, and may not include the acts or omissions of subcontractors. 67. Extension of Time Any reference in this section to the Contractor shall be deemed to include suppliers, and permitted subcontractors, whether or not in privity of Contract with the Contractor for the purpose of this Article. If the Contractor is delayed at any time during the progress of the Work beyond the Contract Time and/or Notice to Proceed (NTP) by the neglect or failure of the City or by a Force Majeure, then the Contract Time set forth in the Contract shall be extended by the City subject to the following conditions: ■ The cause of the delay arises after issuance of the NTP and could not have been anticipated by the Contractor by reasonable investigation before proceeding with the Work. ■ The Contractor demonstrates that the completion of the Work will be actually and necessarily delayed; and ■ The effect of such cause cannot be avoided or mitigated by the exercise of all reasonable precautions, efforts, and measures whether before or after the occurrence of the cause of delay. Note: A delay meeting all the conditions of the above, shall be deemed an Excusable Delay. The City reserves the right to rescind or shorten any extension previously granted if subsequently, the City determines that any information provided by the Contractor in support of a request for an extension of time was erroneous; provided however, that such information or facts, if known, would have resulted in a denial of the request for an Excusable Delay. Notwithstanding the above, the City will not rescind or shorten any extension previously granted if the Contractor acted in reliance upon the granting of such extension and such extension was based on information which, although later found to have been erroneous, was submitted in good faith by the Contractor. The request for an Excusable Delay shall be made within ten (10) calendar days, except for Force Majeure which must be requested within two (2) business days, after the time when the Contractor knows or should have known of any cause for which it may claim an extension of time and shall provide any actual or potential basis for an extension of time, identifying such causes and describing, as fully as practicable at that time, the nature and expected duration of the delay and its effect on the completion of that part of the Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Work identified in the request. The City may require the Contractor to furnish such additional information or documentation, as the Project Manager shall reasonably deem necessary or helpful in considering the requested extension. The Contractor shall not be entitled to an extension of time unless the Contractor affirmatively demonstrates that it is entitled to such extension. The Project Manager shall endeavor to review and respond to the Contractor's request for Excusable Delays in a reasonable period of time; however, the Contractor shall be obligated to continue to perform the Work required regardless of whether the Project Manager has issued a decision or whether the Contractor agrees or disagrees with that decision. With regard to an injunction, strike, or interference of public origin, which may delay the Project, the Contractor shall promptly give the City a copy of the injunction or other orders and copies of the papers upon which the same shall have been granted. The City shall be afforded the right to intervene and become a party to any suit or proceeding in which any such injunction shall be obtained and move to dissolve the same or otherwise, as the City may deem proper. The permitting of the Contractor to proceed with the Work subsequent to the date specified in the Contract (as such date may have been extended by a change order), the making of any payment to the Contractor, the issuance of any Change Order, shall not waiver the City's rights under the Contract, including but not limited to the assessment of liquidated damages or declaring the Contractor in default. 68. Notification of Claim Any claim for a change in the Contract Time or Contract Price shall be made by written notice by the Contractor to the City within ten (10) calendar days of the commencement of the event giving rise to the claim and stating the general nature and cause of the claim. Thereafter, within twenty (20) calendar days of the termination of the event giving rise to the claim, written notice of the extent of the claim with supporting information and documentation shall be provided unless the City allows an additional period of time to ascertain more accurate data in support of the claim and such notice shall be accompanied by the Contractor's written notarized statement that the adjustment claimed is the entire adjustment to which the Contractor has reason to believe it is entitled as a result of the occurrence of said event. All claims for changes in the Contract Time or Contract Price shall be determined by the City in accordance with Article 70, "No Damages for Delay," if City and the Contractor cannot otherwise agree. It is expressly and specifically agreed that any and all claims for changes to the Contract time or Contract price shall be waived if not submitted in strict accordance with the requirements of this Article. The Contract time will be extended in an amount equal to time lost on critical Work items due to delays beyond the control of and through no fault or negligence of the Contractor if a claim is made therefore as provided in this Article. Such delays shall include, but not be limited to, acts or neglect by any separate Contractor employed by City, fires, floods, labor disputes, epidemics, abnormal weather conditions, or acts of God. 69. Extension of Time not Cumulative In case the Contractor shall be delayed for any period of time by two or more of the causes mentioned in Article 71, "Excusable Delay, Non-Compensable," the Contractor shall not be entitled to a separate extension for each one of the causes; only one (1) period of extension shall be granted for the delay. 70. No Damages for Delay No claim for damages or any claim, other than for an extension of time, shall be made or asserted against the City because of any delays except as provided herein. The Contractor shall not be entitled to an increase in the Contract price or payment or compensation of any kind from City for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference or hindrance from any cause Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C whatsoever, whether such delay, disruption, interference or hindrance be reasonable or unreasonable, foreseeable or unforeseeable, or avoidable or unavoidable; provided, however, that this provision shall not preclude recovery of damages by the Contractor for actual delays due solely to fraud, bad faith or active interference on the part of City. Otherwise, the Contractor shall be entitled only to extensions of the Contract Time for completion of the Work as the sole and exclusive remedy for such a resulting delay, in accordance with and to the extent specifically provided above. THERE WILL BE NO EXCEPTIONS. Except as may be otherwise specifically provided for in the Contract Documents, the Contractor agrees to make no claim for damages for delay of any kind in the performance of the Contract Documents whether occasioned by any act or omission of the City or any of its representatives (whether it is an Excusable Delay or otherwise) and the Contractor agrees that any such claim shall be compensated solely by an extension of time to complete performance of the Work. In this regard, the Contractor alone hereby specifically assumes the risk of such delays, including without limitation: delays in processing or approving shop drawings, samples or other submittals or the failure to render determinations, approvals, replies, inspections, or tests of the Work, in a timely manner. The Contractor shall not receive monetary compensation for City delay. Time extensions may be authorized, in writing, by the City in certain situations. 71. Excusable Delay, Non-Compensable Excusable Delay is (i) caused by circumstances beyond the control of the Contractor, its subcontractors, suppliers and vendors, agents, and representatives, and is also caused by circumstances beyond the control of the City or Consultant, or (ii) is caused jointly or concurrently by the Contractor or its subcontractors, suppliers or vendors or agents and representatives and by the City or Consultant. Then the Contractor shall be entitled only to a time extension and no compensation for the delay. The Contractor is entitled to a time extension of the Contract time for each day the Work is delayed due to Excusable Delay. The Contractor shall document its claim for any time extension as provided in Article 68, "Notification of Claim," hereof. Failure of the Contractor to comply with Article 68, "Notification of Claim" hereof as to any particular event of delay shall be deemed conclusively to constitute a waiver, abandonment, or relinquishment of any and all claims resulting from that particular event of delay. 72. Lines and Grades The Contractor shall, at its own expense, establish all working and construction lines and grades as required from the Project control points set by the City, and shall be solely responsible for the accuracy thereof. All Work along the entire Project shall be located and constructed using the roadway base/center line as reference. All elevations shown therein are in feet. 73. Defective Work Project Manager shall have the authority to reject or disapprove Work that Project Manager finds to be defective. If required by the City, Contractor shall promptly either correct all defective Work or remove such defective Work and replace it with Work in conformity with the Contract Documents. Contractor shall bear all direct, indirect, and consequential costs of such removal or corrections including cost of testing laboratories and personnel. Should Contractor fail or refuse to remove or correct any defective Work or to make any necessary repairs in accordance with the requirements of the Contract Documents within the time indicated in writing by the City, City shall have the authority to cause the defective Work to be removed or corrected or make such repairs as may be necessary at Contractor's expense. Any expense incurred by the City in making such removals, corrections, or repairs, shall be paid for out of any monies due or which may become due to Contractor, or may be charged against the Performance Bond. In the event of failure of Contractor to make all necessary repairs promptly and fully, City may declare Contractor in default. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C If, within one (1) year after the date of Substantial Completion or such longer period of time as may be prescribed by the terms of any applicable special warranty required by the Contract Documents, or by any specific provision of the Contract, any of the Work is found to be defective or not in accordance with the Contract Documents, Contractor, after receipt of written notice from City, shall promptly correct such defective or nonconforming Work within the time specified by City without cost to City, to do so. Nothing contained herein shall be construed to establish a period of limitation with respect to any other obligation that the Contractor might have under the Contract Documents including but not limited to any claim regarding latent defects. Failure to reject any defective Work or material shall not in any way prevent later rejection when such defect is discovered, or obligate City to final acceptance. 74. Acceptance of Defective or Non -Conforming Work The City, in its sole discretion, may elect in writing to accept defective or non -conforming Work instead of requiring its removal and correction. In such instances, a Change Order will be issued to reflect an appropriate reduction in the Contract sum, or, if the amount is determined after final payment, any difference in the amount shall be paid to the City by the Contractor. 75. Uncovering Finished Work The Project Manager, Inspector, and/or Consultant's right to make inspections shall include the right to order the Contractor to uncover or take down portions of finished Work. The City shall notify the Contractor in writing concerning all uncovered finished Work. Should the Work prove to be in accordance with the Contract Documents, the uncovering, taking down, replacement, and/or restoration of the parts removed will be treated as Extra Work for the purpose of computing additional compensation and an extension of time. Should the Work examined prove unsatisfactory, such uncovering, taking down, replacing and restoration shall be at the expense of the Contractor. Such expenses shall also include repayment to the City for any and all expenses or costs incurred by it, including employee salaries or related costs, in connection with such uncovering, taking down, replacing, and restoration at the Project site. 76. Correction of Work The Contractor shall promptly correct all Work rejected by the Project Manager as defective or as failing to conform to the Contract Documents, whether observed before or after Substantial Completion and whether or not fabricated, installed, or completed. The Contractor shall bear all the cost of correcting such rejected Work, including the cost of the City's additional services thereby made necessary. The Contractor further agrees that after being notified in writing by the Project Manager of any Work not in accordance with the requirements of the Contract Documents or any defects in the Work, the Contractor will commence and prosecute with due diligence all Work necessary to fulfill the terms of the Contract and to complete the Work within a reasonable period of time, as determined by the City, and in the event of failure to so comply, the Contractor does hereby authorize the City to proceed to have such Work done at the Contractor's expense and that the Contractor will pay the cost thereof upon demand. The City shall be entitled to all costs, including reasonable attorneys' fees, necessarily incurred upon the Contractor's refusal to pay the above costs. Notwithstanding the foregoing paragraph, in the event of an emergency constituting an immediate hazard to the health or safety of personnel, property, or licensees, the City may undertake, at the Contractor's expense, without prior notice, all Work necessary to correct such hazardous condition when it was caused by Work of the Contractor not being in accordance with the requirements of the Contract. If, within one (1) year after the date of final completion of the Project or within such longer period(s) of time as may be prescribed by law, by the Contract Documents, or by the terms of any applicable special warranty required by the Contract Documents, any of the Work is found to be defective or not in accordance with the Contract Documents, the Contractor shall correct it promptly after receipt of a written notice from the City to do so. The City shall give such notice promptly after discovery of the condition. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C All such defective or non -conforming Work shall be removed from the site if necessary and the Work shall be corrected to comply with the Contract Documents without cost to the City. 77. Maintenance of Traffic and Public Streets Scope of Work The Contractor shall be responsible for the maintenance of public streets and traffic control necessary to perform the Work under the Contract Documents. The cost of traffic control shall be included in the Contractor's bid. Regulations As used herein, any reference to Miami -Dade County, its departments, or its published regulations, permits and data, shall be synonymous and interchangeable with other recognized governing bodies over particular areas or streets, or their departments, published regulations (i.e., Manual of Uniform Traffic Control Devices (MUTCD), Federal Department of Transportation (FDOT), Roadway and Bridge Standard Index Drawing Book, permits or data. The Contractor shall abide by all applicable laws, regulations, and codes thereof pertaining to Maintenance of Traffic (MOT) on public streets, detour of traffic, traffic control and other provisions as may be required for this Project. Maintenance of Traffic (MOT) The Contractor shall be fully responsible for the MOT on public streets, detour of traffic (including furnishing and maintaining regulatory and informative signs along the detour route), traffic control, and other provisions, throughout the Project, as required by the Manual of Uniform Traffic Control Devices (MUTCD), and FDOT Roadway and Bridge Standard Index drawing Book. Traffic shall be maintained according to corresponding typical traffic control details as outlined in the previous noted standards. No Street shall be completely blocked, nor blocked more than one-half at any time, keeping the other one-half open for traffic, without specific approval. If required by the Project Manager, Traffic Division, or FDOT or as otherwise authorized by the City, the Contractor shall make arrangements for the employment of uniformed off -duty police officers to maintain and regulate the flow of traffic through the Work area. The number of men required and the number of hours on duty necessary for the maintenance and regulation of traffic flow shall be provided by the City of Miami Police Department. The Contractor shall provide all barricades with warning lights, necessary arrow boards, and signs, to warn motorists of the Work throughout the Project. Adequate approved devices shall be erected and maintained by the Contractor to detour traffic. Excavated or other material stored adjacent to or partially upon a roadway pavement shall be adequately marked for traffic safety at all times. The Contractor shall provide necessary access to all adjacent property during construction. The Contractor shall be responsible for the provision, installation, and maintenance of all MOT and safety devices, in accordance with the Manual of Uniform Traffic Control Devices (MUTCD) and FDOT Roadway and Bridge Standards index -drawing book. In addition, the Contractor shall be responsible for providing the City with MOT plans for lane closures and/or detours for approval. These plans (sketches) shall be produced, signed, and sealed by a professional engineer registered in the State of Florida, employed by the Contractor, and certified under FDOT Procedure NPIL No. 625-010-010. Where excavations are to be made in the vicinity of signalized intersections, attention is directed to the fact that vehicle loop detectors may have been embedded in the pavement. Verify these locations by inspecting the site of the Work and by contacting the Sunshine State One -Call Center (1-800-432-4770), forty-eight (48) hours prior to any excavation. Any loop detector that is damaged, whether shown on the Plans or not, shall be repaired or replaced to the satisfaction of the Miami Dade County Signs and Signal Division (305) 592-3470. Where applicable, the Contractor shall notify the Traffic Division twenty-four (24) Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C hours in advance of the construction date or forty-eight (48) hours in advance of construction within any signalized intersection. Temporary pavement will be required over all cuts in pavement areas, and also where traffic is to be routed over swale or median areas. When the temporary pavement for routing traffic is no longer necessary, it shall be removed, and the swale or median areas restored to their previous condition. Pavement markings damaged during construction shall be remarked, as required by the Traffic Division. Maintenance of Traffic for Bypass Pumping The Contractor shall take appropriate steps to ensure that all temporary pumps, piping, and hoses are protected from vehicular traffic and pedestrian traffic. Lane Closures Where construction of the Project shall involve lane closures of public streets, a Lane Closure Permit must be obtained two (2) weeks prior to planned construction, with a minimum forty-eight (48) hour prior notice to local police and emergency departments (some police jurisdictions may require considerably more notice). Lane closures of a one day or less duration will generally not be approved for major collector streets or for arterial streets during the hours of 7:00 A.M. to 9:00 A.M. and 4:00 P.M. to 6:00 P.M. weekdays. 78. Location and Damage to Existing Facilities, Equipment, or Utilities As far as possible, all existing utility lines in the Project area(s) will be shown on the plans. However, City does not guarantee that all lines are shown, or that the ones indicated are in their true location. It shall be the Contractor's responsibility to field -verify all underground and overhead utility lines or equipment affecting or affected by the Project. No additional payment will be made to the Contractor because of discrepancies in actual and planned location of utilities, and damages suffered as a result thereof. The Contractor shall notify each utility company involved at least fourteen (14) calendar days prior to the start of construction to arrange for positive underground location, relocation, or support of its utility where that utility may be in conflict with or endangered by the proposed construction. Relocation of water mains or other utilities for the convenience of the Contractor shall be paid for by the Contractor. All charges by utility companies for temporary support of its utilities shall be paid by the Contractor. All costs of permanent utility relocation to avoid conflict shall be the responsibility of the utility company involved. No additional payment will be made to the Contractor for utility relocations, whether or not said relocation is necessary to avoid conflict with other lines. The Contractor shall schedule the Work in such a manner that the Work is not delayed by the utility providers relocating or supporting their utilities. The Contractor shall coordinate its activities with any and all public and private utility providers occupying the right-of-way. No compensation will be paid to the Contractor for any loss of time or delay. All overhead, surface, or underground structures and utilities encountered are to be carefully protected from injury or displacement. All damage to such structures is to be completely repaired within a reasonable time; needless delay will not be tolerated. The City reserves the right to remedy such damage by ordering outside parties to make such repairs at the expense of the Contractor. All such repairs made by the Contractor are to be made to the satisfaction of the utility owner. All damaged utilities must be replaced or fully repaired. All repairs are to be inspected by the utility owner prior to backfilling. 79. Stop Work Order The City may, at any time, by written order to the Contractor, require the Contractor to stop all, or any part, of the Work for a period of up to ninety (90) calendar days (or any lesser period), commencing no sooner than the date the order is delivered to the Contractor, or the Stop Work Order may commence on a later date as the parties may agree. Any such order shall be specifically identified as a "Stop Work Order" issued pursuant to this paragraph. Within the period of ninety (90) calendar days (or the lesser period specified) Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C after a Stop Work Order is delivered to the Contractor, or within any extension to which the parties have agreed, the City shall either: ■ Cancel the Stop Work Order; or ■ Terminate the Work covered by such order as provided in Article 89, "Termination for Convenience." If a Stop Work Order issued under this Article is canceled or the period of the order or any extension thereof expires, the Contractor shall resume the Work without compensation to the Contractor for such suspension other than extending the time for Substantial Completion to the extent that, in the opinion of the City, the Contractor may have been delayed by such suspension. In the event the City determines that the suspension of Work was necessary due to the Contractor's defective or incorrect Work, unsafe Work conditions caused by the Contractor, or any other reason caused by the Contractor's fault or omission, the Contractor shall not be entitled to an extension of time as a result of the issuance of a Stop Work Order. 80. Hurricane Preparedness During such periods of time as are designated by the United States Weather Bureau as being a hurricane warning, the Contractor, at no cost to the City, shall take all precautions necessary to secure the Project site in response to all threatened storm events, regardless of whether the City has given notice of same. Compliance with any specific hurricane warning or alert precautions will not constitute additional Work. Suspension of the Work caused by a threatened or actual storm event, regardless of whether the City has directed such suspension, will entitle the Contractor to additional Contract time as non-compensable, excusable delay, and shall not give rise to a claim for compensable delay. 81. Use of Completed Portions The city shall have the right, at its sole option, to take possession of and use any completed or partially completed portions of the Project. Such possession and use shall not be deemed an acceptance or beneficial use or occupancy of any of the Work not completed in accordance with the Contract Documents. If such possession and use increase the cost of or delays the Work, the Contractor shall be entitled to reasonable extra compensation, or reasonable extension of time or both, as determined by the City. In the event City takes possession of any completed or partially completed portions of the Project, the following shall occur: ■ The City shall give notice to the Contractor in writing at least thirty (30) calendar days prior to the City's intended occupancy of a designated area. ■ The Contractor shall complete to the point of Substantial Completion the designated area and request inspection and issuance of a Certificate of Substantial Completion from the City. ■ Upon the City's issuance of a Certificate of Substantial Completion, the City will assume full responsibility for maintenance, utilities, subsequent damages of City and public, adjustment of insurance coverage, and start of warranty for the occupied area. ■ The Contractor shall complete all items noted on the Certificate of Substantial Completion within the time specified by the City on the Certificate of Substantial Completion, as specified in the Punch List and request final inspection and final acceptance of the portion of the Work occupied. Upon completion of final inspection and receipt of an application for final payment, City shall issue a Certificate of Final Payment relative to the occupied area. ■ If City finds it necessary to occupy or use a portion or portions of the Work prior to Substantial Completion thereof, such occupancy or use shall not commence prior to a time mutually agreed upon by City and the Contractor and to which the insurance company or companies providing the property insurance have consented by Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C endorsement to the policy or policies. Insurance on the unoccupied or unused portion or portions shall not be canceled or lapsed on account of such partial occupancy or use. Consent of the Contractor and of the insurance company or companies to such occupancy or use shall not be unreasonably withheld. 82. Cleaning Up; City's Right to Clean Up The Contractor shall at all times keep the premises free from accumulation of waste materials or rubbish caused by its operations. No fill or clearing stockpiles to remain on site for more than twenty-four (24) hours. At the completion of a Project, the Contractor shall remove all its waste materials and rubbish from and about the Project as well as its tools, construction equipment, machinery, and surplus materials. If the Contractor fails to clean up during the prosecution of the Work or at the completion of the Work, the City may do so, and the cost thereof shall be charged to the Contractor. If a dispute arises between the Contractor and separate contractors as to their responsibility for cleaning up, City may clean up and charge the cost thereof to the contractors responsible therefore as the City shall determine to be just. All combustible waste materials shall be removed from the Project at the end of each day. Cleaning operations should be controlled to limit dust and other particles adhering to existing surfaces. 83. Removal of Equipment In case of termination of this Contract before completion for any cause whatsoever, the Contractor, if notified to do so by the City, shall promptly remove any part or all of the Contractor's equipment and supplies from the property of City. If the Contractor does not comply with the City's order, the City shall have the right to remove such equipment and supplies at the expense of the Contractor. 84. Set -offs, Withholdings, and Deductions The City may set off, deduct, or withhold from any payment due to the Contractor, such sums as may be specifically allowed in the Contract or by applicable law including, without limitation, the following: ■ Any amount of any claim by a third party. ■ Any Liquidated Damages; and/or ■ Any unpaid legally enforceable debt owed by the Contractor to the City. The City shall notify the Contractor in writing of any such withholdings. Any withholding, which is ultimately held to have been wrongful, shall be paid to the Contractor in accordance with the Local Government Prompt Payment Act. 85. Event of Default An event of default shall mean a breach of the Contract or by the Contractor. Without limiting the generality of the foregoing and in addition to those instances referred to herein as a breach, an Event of Default, shall include but not limited to, one (1) or more of the following: ■ The Contractor has not performed the Work in a timely manner. ■ The Contractor has refused or failed, except in case for which an extension of time is provided, to supply properly skilled staff or provided sufficient quantities of staff to perform the Work. ■ The Contractor has failed to make prompt payment to subcontractors or suppliers for any services or materials they have provided. ■ The Contractor has become insolvent or has assigned the proceeds received for the benefit of the Contractor's creditors, or the Contractor has taken advantage of any insolvency statute or debtor/creditor law or if the Contractor's affairs have been put in the hands of a receiver. ■ The Contractor has failed to obtain the approval of the City where required by the Contract. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C ■ The Contractor has failed in the representation of any warranties stated herein. ■ The Contractor has been debarred in the State of Florida or been placed on the convicted vendors list under Section 287.133, Florida Statutes. ■ The Contractor has breached a material term or provision of the Contractor Documents and has not timely cured the breach. ■ When, in the opinion of the City, reasonable grounds for uncertainty exist with respect to the Contractor's ability to perform the Work, the City shall notify the Contractor in writing that it must, within the time frame set forth in the City's request, provide adequate assurances and a plan of action to the City, in writing, of the Contractor's ability to perform in accordance with the terms of the Contract Documents. In the event that the Contractor fails to provide to the City the requested assurances within the prescribed time frame, the City may: » Treat such failure as a repudiation of the Contract and/or. » Resort to any remedy for breach provided herein or by law, including but not limited to, taking over the performance of the Work or any part thereof either by itself or through others. ■ In the event the City may, at its sole discretion, terminate the Contract for default, the City or its designated representatives may immediately take possession of all applicable documentation and data. ■ Where the City erroneously terminates the Contract for default, the terminations shall be converted to a Termination for Convenience, and the Contractor shall have no further recourse of any nature for wrongful termination. 86. Notice of Default -Opportunity to Cure In the event that the City determines that the Contractor is in default of their obligations under the Contract, the City may at its sole discretion notify the Contractor in writing, specifying the basis for such default, and advising the Contractor that such default must be cured within a specified time frame, or the Contract with the City may be terminated. The City should issue such Notification; however, the City is under no obligation to issue such notification in the event the City Tacks actual knowledge of the default. The City may grant an extension to the cure period if the City deems it appropriate and in the best interest of the City, without waiver of any of the City's rights hereunder. The City, at its sole discretion, may have a default corrected by its own forces or another Contractor and any such costs incurred will be deducted from any sums due to the Contractor under any Contract with the City. 87. Termination for Default If the Contractor fails to comply with any term or condition of the Contract Documents, or fails to perform any of its obligations hereunder, then Contractor shall be in default. Upon the occurrence of a default hereunder which is not cured within the time specified to cure the default if one has been granted by the City, the Director in addition to all remedies available to it by law, may immediately, upon written notice to the Contractor, terminate this Contract whereupon any advances for which Work has not been performed, paid by the City to the Contractor while the Contractor was in default shall be immediately returned to the City. The Director may also suspend any payment or part thereof or order a Work stoppage until such time as the issues concerning compliance are resolved. The Contractor understands and agrees that termination of this Contract under this Article shall not release the Contractor from any obligation accruing prior to the effective date of termination. A finding of default and subsequent termination for cause may include, without limitation, any of the following: ■ The Contractor fails to obtain the insurance or bonding herein required by the Contract. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C ■ The Contractor fails to comply with any of its duties under the Contract Documents, with any terms or conditions set forth in this Contract Documents, beyond any specified period allowed to cure such default. ■ The Contractor fails to commence the Work within the timeframes provided or contemplated herein, or fails to complete the Work in a timely manner as required by the Contract. If this Contract is terminated for default and the City has satisfied its obligations under the Contract Documents the City is granted by the Contractor full use of the Work and any Work Product in connection with the City's completion and occupancy of the Project. Where it has been determined that the Contractor has been erroneously terminated under this Article, such termination shall be deemed to have been under Article 89, "Termination for Convenience." The City in its sole discretion may terminate the Contract without providing the Contractor a written Notice to Cure. 88. Remedies in the Event of Termination for Default If a Termination for Default occurs, the Contractor and the bond provider, if applicable, shall be notified of the effective date of the termination and shall be liable for all damages resulting from the default, including but not limited to re -procurement costs and other direct damages. The Contractor shall stop Work as of the date of notification of the termination and immediately remove all labor, equipment, and materials (not owned or paid for by the City) from the Work site. The City assumes no liability for the Contractor's failure to remove such items from the Project site(s) as required. The Contractor shall also remain liable for any liabilities and claims related to the Contractor's default. As an alternative to termination, the City may bring suit or proceedings for specific performance or for an injunction. 89. Termination for Convenience In addition to cancellation or termination as otherwise provided for in the Contract, the City may at any time, in its sole discretion, with or without cause, terminate the Contract by written notice to the Contractor. Such Written Notice shall state the date upon which the Contractor shall cease all Work under the Contract and vacate the Project site(s). The Contractor shall, upon receipt of such notice, unless otherwise directed by the City: ■ Stop all Work on the Project on the date specified in the notice (the "Effective Date"). ■ Take such action as may be necessary for the protection and preservation of the City's materials and property. ■ Cancel all cancelable orders for materials and equipment. ■ Assign to the City and deliver to the site, or any other location specified by the Project Manager, any non -cancelable orders for materials and equipment that can not otherwise be used except for Work under the Contract and have been specifically fabricated for the sole purpose of the Work and not incorporated in the Work. ■ Take no action that shall increase the amounts payable by the City under the Contract Documents; and ■ Take reasonable measures to mitigate the City's liability under the Contract Documents. ■ All charts, sketches, studies, drawings, reports, and other documents, including electronic documents, related to Work authorized under the Contract, whether finished or not, must be turned over to the City. Failure to deliver the documentation timely shall be cause to withhold any payments due without recourse by the Contractor until all documentation is delivered to the City. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C In the event that the City exercises its right to terminate the Contract pursuant to the Contract Documents, the City will pay the Contractor: ■ For the actual cost or the fair and reasonable value, whichever is less, of (1) the portion of the Project completed in accordance with the Contract through the completion date, and (2) non -cancelable material(s) and equipment that is not of any use to the City except in the performance of the Contract and has been specifically fabricated for the sole purpose of the Contract but not incorporated in the Work. To the extent practical, the fair and reasonable value shall be based on the price established because of the Contract. In no event, shall any payments under this Paragraph exceed the maximum cost set forth in the Contract. ■ The amount due hereunder may be offset by all payments made to the Contractor. ■ All payments pursuant to this Article shall be accepted by the Contractor in full satisfaction of all claims against the City arising out of the termination. Further, the City may deduct or set off against any sums due and payable under this Article any claims it may have against the Contractor. ■ The Contractor shall not be entitled to lost profits, overhead or consequential damages as a result of a Termination for Convenience. ■ All payments made under the Contract are subject to audit. Upon the City's payment in full of the amounts due to the Contractor under this Article the Contractor grants the City full use of the Work and any Work Product to complete the Project and subsequently occupy the Project. 90. Resolution of Disputes The Contractor understands and agrees that all disputes between the Contractor 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 Contractor to notify the Project Manager in writing of the claim or dispute and submit a copy to the City of Miami personnel identified in Section 2, Article 4, "Notices." Should the Contractor and the Project Manager fail to resolve the dispute, the Contractor shall submit their dispute in writing, with all supporting documentation, to the Assistant Director of RPW, as identified in Section 2, Article 4, "Notices." Upon receipt of said notification, the Assistant Director of RPW shall review the issues related to the claim or dispute and issue a written finding. Should the Contractor and the Assistant Director of RPW fail to resolve the dispute, the Contractor shall submit their dispute in writing within five (5) calendar days to the Director of RPW. Failure to submit such an appeal of the written finding shall constitute acceptance of the finding by the Contractor. Upon receipt of said notification, the Director of RPW shall review the issues related to the claim or dispute and issue a written finding. The Contractor must submit any further appeal in writing within five (5) calendar days to the City Manager. Failure to submit such an appeal of the written finding shall constitute acceptance of the finding by the Contractor. Appeal to the City Manager for the resolution, is required prior to the Contractor being entitled to seek judicial relief in connection therewith. Should the amount of compensation hereunder exceed one hundred thousand dollars ($100,000), the City Manager's decision shall be approved or disapproved by the City Commission. The Contractor shall not be entitled to seek judicial relief unless: ■ It has first received City Manager's written decision, approved by the City Commission if applicable; or Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C ■ 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 ninety (90) calendar days has expired where City Manager's decision is subject to City Commission for approval; or ■ City has waived compliance with the procedure set forth in this Article by written instrument(s) signed by the City Manager. In the event the determination of a dispute under this Article is unacceptable to either party hereto, the party objecting to the determination must notify the other party in writing within fourteen (14) calendar days of receipt of the written determination. The notice must state the basis of the objection and must be accompanied by a statement that any Contract price or Contract time adjustment claimed is the entire adjustment to which the objecting party has reason to believe it is entitled to as a result of the determination. Within sixty (60) calendar days after Final Completion of the Work, the parties shall participate in mediation to address all objections to any determinations hereunder and to attempt to prevent litigation. The mediator shall be mutually agreed upon by the parties. Should any objection not be resolved in mediation, the parties retain all their legal rights and remedies provided under State law. If a party fails to timely take the written objection, as provided, in fourteen (14) calendar days, then such party objecting to a determination specifically waives all of its rights provided hereunder, including its rights and remedies under State law, if said party fails to comply in strict accordance with the requirements of this Article. 91. 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 construction of a Project, and/or following the completion of the Project, the parties to this Contract agree all unresolved 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 share the costs of a certified Mediator on a 50/50 basis. The Contractor agrees to include similar Contract provisions with all subcontractors retained for the Work, thereby providing for non -binding mediation as the primary mechanism for dispute resolution. 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 Contract. In any mediation or litigation between the Parties, each Party shall bear their own attorney's fees except that Contractor shall pay all attorney's fees of all attorneys it has engaged to defend the City pursuant the Contractor's duty to indemnify, hold harmless and defend the City pursuant to Section 2, Article 6, "Indemnification." 92. City May Avail Itself of All Remedies The City may avail itself of each and every remedy herein specifically given to it now or existing at law or in equity, and each and every such remedy shall be in addition to every other remedy so specifically given or otherwise so existing and may be exercised from time to time and as often and in such order as may be deemed expedient by the City. The exercise or the beginning of the exercise of one remedy shall not be deemed a waiver of the right to exercise, at the same time or thereafter, of any other remedy. The City's rights and remedies as set forth in the Contract Documents are not exclusive and are in addition to any other rights and remedies in law or in equity. 93. Permits, Licenses, and Impact Fees All applicable permit fees, including those assessed by the City, are the responsibility of the Contractor. That also includes any other permit fees not directly related to the actual construction of the Project, including but not limited to, licenses, permits and fees, such as Permits for dumpsters, job trailers, etc., which may be required by Miami -Dade County, the State of Florida, or other governmental entities. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Except as otherwise provided within the Contract Documents, all permits, and licenses required by federal, state, or local laws, rules, and regulations necessary for the prosecution of the Work undertaken by the Contractor pursuant to the Contract Documents shall be secured and paid for by the Contractor. It is the Contractor's responsibility to have and maintain appropriate Certificate(s) of Competency, valid for the Work to be performed and valid for the jurisdiction in which the Work is to be performed for all persons working on the Project for whom a Certificate of Competency is required. The Contractor shall pay impact or similar fees levied by the City and/or Miami -Dade County. The Contractor shall be reimbursed only for the actual amount of the impact fee levied by the public entity as evidenced by an invoice or other acceptable documentation issued by the public entity. Fees for Permits REQUIRED BY THE CITY AND PAYABLE TO THE CITY (e.g., Building Department's Fees such as, Master Permit, Major Trades, Mechanical, Electrical, and Plumbing Fees; Public Works Fees, such as Line and Grade, Excavation, Dewatering and NPDES Fees, and Zoning Department's Fees) by virtue of this construction as part of the Contract shall be reimbursed to the Contractor by the City through an Allowance Account set for herein, evidenced by an invoice or other acceptable documentation issued by the public entity. Permit Fees reimbursement to the Contractor shall be for the actual amount and in no event shall include profit or overhead of the Contractor. Permit fees related the Contractor's operations (e.g., permits for dumpsters, job trailers, canteens, portable commodes, etc., et.al.) are not reimbursable. 94. Compliance with Applicable Laws All Work shall be constructed in accordance with the latest edition of the City of Miami's Contract documents and specifications, the City of Miami Department of Resilience and Public Works 2020 Details and Engineering Standards for Design and Construction as well as the 2024-2025 Florida Department of Transportation Design Standards, , the 2019 Edition of the Florida Department of Transportation Specifications Road and Bridge Construction, and the 2023 Manual Of Uniform Control Device for Streets and Highways, (MUTCD) Edition With Revisions 1 & 2 Incorporated. The Contractor shall comply with the most recent editions and requirements of all applicable laws, rules, regulations, and building and construction codes of the Federal government, the State of Florida, the County, and the City. The attention of the Contractor is directed to the requirements of the Florida Building Code and the Codes of Miami -Dade County and the City of Miami, Florida, governing the qualifications for the Contractor and subcontractor doing business anywhere in the City. 95. Independent Contractor The Contractor is engaged as an independent business and agrees to perform Work as an Independent Contractor. In accordance with the status of an Independent Contractor, the Contractor covenants and agrees that the Contractor will conduct business in a manner consistent with that status, that the Contractor will not claim to be an officer or employee of the City for any right or privilege applicable to an officer or employee of the City, including, but not limited to: worker's compensation coverage; unemployment insurance benefits; social security coverage; retirement membership, or credit. The Contractor's staff shall not be employees of the City, and the Contractor alone shall be responsible for their Work, the direction thereof, and their compensation and benefits of any kind. Nothing in the Contract shall impose any liability or duty on the City on account of the Contractor's acts, omissions, liabilities or obligations of those of any person, firm, company, agency association, corporation, or organization engaged by the Contractor as a subcontractor, expert, consultant, Independent Contractors, specialist, trainee, employee, servant or agent or for taxes of any nature, including, but not limited to: unemployment insurance; worker's compensation and anti -discrimination, or workplace legislation of any kind. The Contractor hereby agrees to defend, indemnify, hold, and save harmless the City against any such liabilities, even if they arise from actions directed or taken by the City. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 96. Third Party Beneficiaries Neither the Contractor nor the City intends to benefit a third party, directly or substantially, with this Contract. Therefore, the parties agree that there are no third -party beneficiaries to this Contract and that no third party shall be entitled to assert a claim against either of them based upon this Contract. The parties expressly acknowledge that it is not their intent to create any rights or obligations in any third person or entity under this Contract. 97. Successors and Assigns Subject to Section 2, Article 112, "Consent of City Required for Subletting or Assignment," the performance of this Contract shall not be transferred pledged, sold, delegated, or assigned, in whole or in part, by the Contractor without the written consent of the City. It is understood that a sale of the majority of the stock or partnership shares of the Contractor, a merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions that would constitute an assignment or sale hereunder requiring prior City approval. Any transference without City approval shall be cause for the City to terminate this Contract. Any assignment without the City's consent shall be null and void. The Contractor shall have no recourse from such cancellation. The City may require bonding, other security, certified financial statements, and tax returns from any proposed assignee and the execution of an assignment/ assumption agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. The Contractor and the City each bind one another, their partners, successors, legal representatives, and authorized assigns to the other party of this Contract and to the partners, successors, legal representatives, and assigns of such party in respect to all covenants of this Agreement. 98. Materiality and Waiver of Breach City and the Contractor agree that each requirement, duty, and obligation set forth in this Contract Documents is substantial and important to the formation of the Contract Documents and, therefore, is a material term hereof. City's failure to enforce any provision of the Contract Documents shall not be deemed a waiver of such provision or modification of the Contract Documents. A waiver of any breach of a provision of the Contract Documents shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of the Contract Documents. 99. Severability In the event any provision of the Contract Documents, or any Section or Article or provision in these Contract Documents, is determined by a Court of competent jurisdiction to be illegal or unenforceable, then such unenforceable or unlawful provision shall be excised from this Contract, and the remainder of the Contract Documents shall continue in full force and effect. Notwithstanding the foregoing, if the result of the deletion of such provision will materially and adversely affect the rights of either party, such party may elect, at its option, to terminate the Contract in its entirety. An election to terminate the Contract based upon this provision shall be made within seven (7) calendar days after the finding by the court becomes final. 100. Applicable Law and Venue of Litigation; Attorney's Fees This Contract will be interpreted under the laws of the State of Florida, which will apply regardless of choice of law principles. This Contract shall be enforceable in Miami -Dade County, Florida, and if legal action or other proceeding or claim is necessary by either party with respect to the enforcement of any or all of the terms or conditions, herein exclusive venue for the enforcement of same shall lie in Miami -Dade County, Florida. The parties waive any objections to venue. All parties shall bear their own attorney's fees. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 101. Amendments No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Contract and executed by the City Manager, Director, or designee. 102. Entire Agreement The Contract Documents, as they may be amended from time to time, represent the entire and integrated Contract between the City and the Contractor and supersede all prior negotiations, representations, or agreements, written or oral. This Contract 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 the Contract Documents shall not be deemed to be a waiver of any other breach of any provision of the Contract Documents. 103. Non-discrimination, Equal Employment Opportunity, and Americans with Disabilities Act The Contractor shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement. The Contractor shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any services funded by City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, the Contractor shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. The Contractor's decisions regarding the delivery of services under the Contract Documents shall be made without regard to or consideration of race, age, religion, color, gender, gender identity, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used as a basis for service delivery. 104. Evaluation The Contractor acknowledges that upon completion of the Work under the Contract Documents and/or at any other time deemed appropriate by the City, a performance evaluation report will be completed by the City. A copy of each performance evaluation shall also be forwarded to the Contractor. The performance evaluations will be kept in City files for evaluation on future solicitations. 105. Commodities Manufactured, Grown or Produced in the City of Miami, Miami -Dade County and the State of Florida Whenever two or more competitive sealed bids are received, one or more of which relates to commodities manufactured, grown, or produced within the City of Miami, Miami -Dade County and the State of Florida, and whenever all things stated in such received bids are equal with respect to price, quality, and service, the commodities manufactured, grown, or produced within the City of Miami, Miami -Dade County and the State of Florida shall be given preference. 106. Buy America Requirements As applicable, and pursuant to Code of Federal Regulations (CFR) Title 23, Chapter I, Subchapter G, Part 635 (§635.410, Buy America Requirements). The Contractor must provide a signed certification statement regarding the manufacture of the iron and steel products to meet Buy America requirements. Every certification should clearly reference a "heat number." The heat number is an identification stamped on steel piece or iron casting at the production location. Additionally, a mill certification shall be produced validating that the raw steel or iron was smelted and formed in the United States. All manufacturing processes of the steel material in a project (i.e., smelting, and any subsequent process which alters the steel material's physical form or shape or changes its chemical composition) must occur within the United Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C States to be considered of domestic origin. This includes processes such as rolling, extruding, machining, bending, grinding, and drilling. 107. Royalties and Patents All fees, royalties, and claims for any invention, or pretended inventions, or patent of any Article, material, arrangement, appliance, or method that may be used upon or in any manner be connected with the construction of the Work or appurtenances, are hereby included in the prices stipulated in the Contract for said Work. 108. Continuation of the Work Any Work that commences prior to and will extend beyond the expiration date of the current Contract period shall, unless terminated by mutual written agreement between the City and the involved the Contractor, continue until completion at the same prices, terms, and conditions. 109. Review of Records City shall have the right to inspect and copy, at City's expense, the books and records and accounts of the Contractor which relate in any way to the Project, and to any claim for additional compensation made by the Contractor, and to conduct an audit of the financial and accounting records of the Contractor which relate to a Project and to any claim for additional compensation made by the Contractor including but not limited to all payroll records, invoices for materials, and books of accounts. Such records shall conform to Generally Accepted Accounting Principles requirements ("GAAP") and shall only address those transactions related to the Contract. Records subject to the provisions of Public Record Law, Florida Statutes Chapter 119, shall be kept in accordance with this statute. Otherwise, the Contractor shall retain and make available to the City all such books, records, and accounts, financial or otherwise, which relate to the Project and to any claim for a period of five (5) years following Final Completion of the Project. The Contractor shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) Keep and maintain public records required by the City to perform the service for five (5) years after project completion; (2) upon request from the City's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Contract term and following completion of the Contract if the Contractor does not transfer the records to the City; (4) upon completion of the Contract, transfer, at no cost, to the City all public records in possession of the Contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the Contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. The Contractor agrees to maintain an accounting system that provides for accounting records that are supported with adequate documentation and adequate procedures for determining allowable costs. The Contractor shall develop the proper forms and reports acceptable to the City for the administration and management of the Contract Documents. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMI.GOV, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE CONTRACTOR MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT THAT IS ADMINISTERING THIS CONTRACT. 110. No Interest Any monies not paid by the City when claimed to be due to Contractor under the Contract Documents, including, but not limited to, any and all claims for damages of any type, shall not be subject to interest including, but not limited to prejudgment interest. However, the provisions of Section 218.74(4), Florida Statutes, as they relate to the payment of interest, shall apply to valid and proper invoices. 111. Payments Related to Guaranteed Obligations The City may withhold from any payments to be made such sums as may reasonably be necessary to ensure completion of the Project with respect to defective Work, equipment, or materials that may be identified by the Project Manager. The City may deduct from any payment due to the Contractor an amount equal to its cost incurred on account of the Contractor's failure to fully perform its obligations under the Contract. The Project Manager, prior to withholding or deducting any monies hereunder, shall give the Contractor notice of the defective Work, equipment or material and the basis for the withholding or deduction. Upon the Project Manager's determination that the Contractor has fulfilled its obligations, the City will pay the Contractor any monies owed, subject to Contractor's submission of, or compliance with, any remaining documentation or obligation, as the case may be, in accordance with the Contract Documents. 112. Consent of City Required for Subletting or Assignment If the Contractor assigns, transfers, sublets, conveys, or otherwise disposes of the Contract or its right, title, or interest in or to the same, in whole or in part, or any part thereof without the previous consent in writing of the City, such action shall be an Event of Default. Nothing herein shall either restrict the right of the Contractor to assign monies due to, or to become due or be construed to hinder, prevent, or affect any assignment by the Contractor for the benefit of its creditors, made pursuant to and in compliance with applicable general laws of the State of Florida. 113. Agreement Limiting Time in Which to Bring Action against the City In the event the Contractor may be deemed to have a cause of action against the City, no action shall lie or be maintained by the Contractor against the City upon any claim arising out of or based upon the Contract Documents by reason of any act or omission or requirement of the City or its agents, unless such action shall be commenced within six (6) months after the date of issuance of a final payment under the Contract, or if final payment has not been issued within six (6) months of substantial completion of the Work or upon any claim relating to monies required to be retained for any period after the issuance of the said certificate, unless such action is commenced within six (6) months after such monies become due and payable under the terms of the Contract Documents, or if the Contract is terminated or declared abandoned under the provisions of the Contract unless such action is commenced within six (6) months after the date of such termination or declaration of abandonment by the City. In the event this Article is found to be unenforceable, the shortest limitations period applicable to the action under Chapter 95, Florida Statutes shall apply. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 114. Defense of Claims Should any claim be made, or any legal action brought in any way relating hereto or to the Work hereunder, except as is covered by the provisions of the General Terms and Conditions, Section 2, Article 6, "Indemnification," the Contractor shall diligently render to the City, after additional compensation is mutually agreed upon, any and all assistance which the City may require of the Contractor. Additional compensation will only be furnished relative to the costs of any corrective Work as defined in Section 2, Article 6, "Indemnification," which is not the fault of the Contractor; the Contractor will be responsible for payment of attorney's fees and costs incurred in defense of the Contractor and of the City. This Section shall survive the cancellation or expiration of this Contract. 115. Contingency Clause Funding for this Contract is contingent on the availability of funds and continued authorization for program activities, and the Contract is subject to amendment or termination due to lack of funds, reduction of funds and/or change in programs or regulations, upon thirty (30) calendar days' notice. 116. Mutual Obligations This document, change order, field directive, and written clarifications issued under the Contract, and the Contractor's submittals, shall constitute the Contract Documents between the parties with respect hereto and supersedes all previous communications and representations or agreements, whether written or oral, with respect to the subject matter hereto unless acknowledged in writing by their duly authorized representatives. Nothing in the Contract shall be construed for the benefit, intended or otherwise, of any third party that is not a parent or subsidiary of a party or otherwise related (by virtue of ownership control or statutory control) to a party. In those situations where the Contract Documents imposes an indemnity obligation on the Contractor, the City may, at its expense, elect to participate in the defense of the claim if the City should so choose. Furthermore, the City may, at its own expense, defend or settle any such claim if the Contractor fails to diligently defend such claim, and thereafter seek indemnity for such cost from the Contractor. 117. Contract Extension The City reserves the right to exercise its option to extend the Contract for up to ninety (90) calendar days beyond the original Contract period. In such event, the City will notify the Contractors, in writing, of such extensions. 118. Non -Exclusivity It is the intent of the City to enter into a Contract with all successful Bidders that will satisfy its needs as described herein. However, the City reserves the right, as deemed in its best interest, to perform, or cause to be performed, the Work and services, or any portion thereof, herein described in any manner it sees fit, including but not limited to award of other Contracts, use of any Contractor, or perform the Work with its own employees. 119. Nature of the Agreement The Contractor shall provide the services set forth in the Contract Documents. The Contractor shall provide full and prompt cooperation with the City in all aspects of the Work to be performed. The Contractor acknowledges that the Contract Documents require the performance of all things necessary for or incidental to the effective management and performance of a Project. All things not expressly mentioned in the Contract Documents, but necessary to carrying out its intent are required by the Contract Documents, and the Contractor shall perform the same as though they were specifically mentioned, described, and delineated. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C The Contractor shall furnish all labor, materials, tools, supplies, and other items required for the completion of the Contract. All Work shall be accomplished at the direction of and to the satisfaction of the Project Manager. 120. Contract Documents Contain All Terms The Contract Documents and all documents incorporated herein by reference contain all the terms and conditions agreed upon by the parties hereto, and no other agreement, oral or otherwise, regarding the subject matter of the Contract Documents shall be deemed to exist or to bind any of the parties hereto, or to vary any of the terms contained herein. 121. Survival The parties acknowledge that any of the obligations in the Contract Documents will survive the term, termination, and cancellation hereof. Accordingly, the respective obligations of the Contractor and the City under the Contract, which by nature would continue beyond the termination, cancellation, or expiration thereof, should survive termination, cancellation, or expiration thereof. Provisions of this Contract that shall survive termination, cancellation, or expiration thereof, include without limitation: Section 2, Article 6, "Indemnification," Section 2, Article 89, "Termination for Convenience," Section 2, Article 3, "Contract Price & Guaranteed Maximum Cost." 122. Disclosure of State Funding, if applicable If State funds are being used by the City to pay for this work, the City will document whether payment will come from funds appropriated by the state and, if known, the amount of such funds or the percentage of such funds as compared to the anticipated total cost of the personal property or construction services. 123. Antitrust Violator Vendors A person or an affiliate who has been placed on the Antitrust Violator Vendors List following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply on any agreement to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on any agreement with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on leases of real property to a public entity; may not be awarded or perform work as a grantee, supplier, subcontractor, or consultant under an agreement with a public entity; and may not transact new business with a public entity 124. Anti -Human Trafficking The Bidder confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. The Bidder shall execute and submit to the City an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as "Anti -Human Trafficking Affidavit". If the Successful Bidder fails to comply with the terms of this Section, the City may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the City be liable to Successful Bidder for any additional compensation or for any consequential or incidental damages. It is MANDATORY for the Bidders to return this form signed along with their bid. Failure to complete, sign and upload the Anti -Human Trafficking Affidavit may render your bid non- responsive. END OF SECTION Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C SECTION 3 BIDSAFE/RFQ SUPPLEMENTAL TERMS AND CONDITIONS 1. Contract Time and Hours The Contractor shall furnish all labor, materials, equipment, tools, services, and incidentals to complete all Work at a rate of progress that will ensure completion of the Work within the applicable Contract Time. The Contract Time for each phase shall commence only upon Contractor's receipt of the written NTP for that phase. For Phase 1, Contractor shall have One hundred and twenty (120) calendar days to achieve Substantial Completion from the date Phase 1 NTP is issued. Contractor shall have an additional Forty-five (45) calendar days for Final Completion of Phase 1. The Work authorized by the applicable NTP shall commence within Ten (10) calendar days of Contractor's receipt of that NTP unless the parties mutually agree otherwise in writing. For Phases 2 and 3, Contractor shall have one hundred and Twenty (120) calendar days to achieve Substantial Completion from the date the corresponding Phase NTP is issued. Contractor shall have an additional Forty-five (45) calendar days for Final Completion of the corresponding Phase. The Work authorized by the applicable NTP shall commence within Ten (10) calendar days of Contractor's receipt of that NTP unless the parties mutually agree otherwise in writing. Issuance of the NTPs for Phases 2 and 3 are subject to the availability of funds. The City's decision to delay issuance of, or not issue, NTPs for Phases 2 and/or 3 shall not constitute a breach of this Agreement and shall not entitle Contractor to any compensation, damages, standby costs, demobilization costs, price escalation, or other relief with respect to Phases 2 and/or 3. The Contractor shall maintain strict adherence to the mandated Contract time and schedule due to the time sensitive nature of the Project's funding sources. Work shall be performed Monday through Friday from 8:00 a.m. to 6:00 p.m. per the City's Noise Ordinance, Sec 36-6. Any Work to be performed outside of these times must be requested in writing to the Project Manager forty-eight (48) hours prior to the requested change. The Project Manager will notify the Contractor in writing of any changes in approved Work hours. 2. Progress Payments Mobilization Partial Payments: When the bid includes a separate pay item for Mobilization and the Notice to Proceed has been issued, partial payments will be made in accordance with the following: For Contracts of one hundred twenty (120) calendar days duration or less, partial payment will be made at fifty percent (50%) of the bid price per month for the first two (2) months. For Contracts in excess of one hundred -twenty (120) calendar day's duration, partial payment will be made at twenty-five percent (25%) of the bid price per month for the first four (4) months. In no event shall more than fifty percent (50%) of the bid price be paid prior to commencing construction on the Project site. Total partial payments for Mobilization on any Project, including when more than one Project or job is included in the Contract, will be limited to ten percent (10%) of the original Contract amount for that Project. Any remaining amount will be paid upon completion of all Work on the Contract. Retainage will be applied to all partial payments. Partial payments made on Mobilization will in no way act to preclude or limit any of the provisions for partial payments otherwise provided for by the Contract. The Contractor may make application for payment for Work completed during the Project at intervals of not more than once a month or upon completion and Final Acceptance of the Work. The Contractor will be paid based on the line -item breakdown, contained in the Bid Form, with payments based on actual Work performed. All applications shall be submitted in triplicate, and the Contractor shall only use the City's Contractor Payment Application Form. Where the time frame for completion of the Work is less than or Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C equal to one month or a Schedule of Values is not required, the Contractor shall submit the appropriate documentation as defined below. Supporting evidence to be included with any application for payment shall include, but is not limited to, an updated progress schedule as required by Section 3, Article 6, "Release of Liens/Subcontractor's Statement of Satisfaction," and a partial or final release of liens or consent of Surety relative to the Work, which is the subject of the application for payment and any other information required by the City. Each application for payment shall be submitted in triplicate for approval. City shall make payment to Contractor within thirty (30) calendar days after approval of Contractor's application for payment. Pursuant to Florida Statutes, Section 255.078, five percent (5%) of all monies earned by the Contractor shall be retained by the City until Final Acceptance by the City. Any interest earned in retainage shall accrue to the benefit of the City. All requests for retainage reduction shall be in writing in a separate stand- alone document. The City may withhold, in whole or in part, payment to such extent as may be necessary to protect itself from loss on account of: • Defective Work not remedied. • Claims filed or reasonable evidence indicating probable filing of claims by other parties against the Contractor or City because of the Contractor's performance. • Failure of the Contractor to make payments properly to subcontractors, or for material or labor. • Damage to another Contractor not remedied. • Liquidated damages and costs incurred by City and/or Consultant for extended construction administration. • Failure of the Contractor to provide any and all documents required by the Contract Documents and/or Federal Requirements relating to the CDBG funding. In instances where multiple Projects are awarded, the Contractor shall submit separate applications for Payment for each Project. When the above grounds are removed or resolved satisfactorily to the Project Manager, payment shall be made in whole or in part. The City will pay, and the Contractor shall accept as full compensation for the Work, the sums specified in the Contractor's submittal to the Contract Documents, as accepted by the City. The Contractor may be paid for materials or equipment purchased and stored at the Project site(s) or another location. Where a payment request is made for materials or equipment not incorporated in the Project but delivered and suitably stored at the site or at some other location agreed upon in writing, the written documentation must be submitted at the time of request for payment. Payment shall be conditioned upon submission by the Contractor of paid invoices and an executed Material Purchased/Stored On - Premises form to establish the City's title to such materials or equipment, or otherwise protect the City's interest, including applicable insurance in the name of City and transportation to the site. The Contractor retains sole liability to replace such stored materials or equipment as a result of damage or loss for any reason. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 3. Liquidated Damages Contract Amount at Award Daily Charge/Calendar Day $299,999.00 and under $904.00 $300,000.00 to $1,999,999.00 $1,685.00 $2,000,000.00 to $4,999,999.00 . $2,667.00 $5,000,000.00 to $9,999,999.00 . $3,813.00 $10,000,000.00 to $19,999,999.00 $5,021.00 $20,000,000.00 to $39,000,000.00 $7,442.00 $40,000,000.00 and over . $10,224.00 plus 0.00005 of any amount over $40 million, rounded to the nearest whole dollar 4. Schedule of Values The Contractor must submit three copies of a Schedule of Values, which must be submitted within ten (10) calendar days of the issuance of the Notice to Proceed. The Schedule of Values shall indicate a complete breakdown of labor and material of all categories of Work on the Project. The Contractor's overhead and profit should be as separate line items. Each line item shall be identified with the number and title of the major specification section or major components of the items. The City may require further breakdown after review of the Contractor's submittal. The City reserves the right to request such information from the Contractor as may be necessary to determine the accuracy of the Schedule of Values. The combined total value for mobilization under the Schedules of Values shall not exceed five percent (5%) of the value of the Contract. The approved schedule of values shall be updated through the submittal of the City's Contractor Payment Application Form. 5. Project Schedules The Contractor shall submit a proposed Project schedule as follows: ■ Schedule identifying all tasks within the critical path. The proposed Project schedule shall be submitted within ten (10) calendar days of the Notice of Award, and such submittal shall be subject to the City's review. Subsequent to such review of said schedule, the Contractor shall establish said schedule as the baseline schedule. ■ All updates of schedules shall be tracked against the baseline schedule and shall be at a minimum submitted with each pay application. An updated schedule against the baseline shall also be submitted upon execution of each change order that impacts the Contract Documents Time for completion. Failure to submit such schedules shall result in the rejection of any submitted payment application. ■ All Project Schedules shall be prepared in Microsoft Project 2003 or later unless otherwise approved by the Project Manager. At the time of submission of schedules, the Contractor shall submit a hardcopy as well as an electronic version. Such an electronic version shall not be submitted in a .pdf format and shall be capable of being incorporated into the City's baseline schedules. ■ Subsequent to review of the initial schedule submission, the Contractor shall establish the reviewed schedule as the "baseline schedule." The Contractor shall then prepare and submit all updates to the schedules utilizing the tracking mode within Microsoft Project. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 6. Release of Liens/Subcontractor's Statement of Satisfaction The Contractor warrants and guarantees that title to all Work, materials and equipment covered by an application for payment, whether incorporated in the Project or not, will pass to the City upon the receipt of such payment by the Contractor, free and clear of all liens, claims, security interests or encumbrances and that no Work, materials or equipment will have been acquired by the Contractor or by any other person performing Work at the site or furnishing materials and equipment for the Project, subject to an agreement under which an interest therein or an encumbrance thereon is retained by the seller or otherwise imposed by the Contractor or such other person. The Contractor shall, beginning with the second request for payment, attach a Partial Release of Lien/Subcontractor's Statement of Satisfaction for each application for payment. Failure to submit such documentation may delay payments. The City may, in its sole discretion, withhold payments for Work performed by subcontractors where no release of lien has been submitted. The Contractor shall submit with the final payment request, for any Project where subcontractors have performed Work, a FinalRelease of Lien/Subcontractor's Statement of Satisfaction for each subcontractor marked as a final. Failure to submit such documentation will result in delays in payment or the City withholding from the final payment such funds as necessary to satisfy any subcontractor's claims. Where the Contractor has submitted a Performance/Payment Bond the Contractor may, in lieu of the Release of Lien/Subcontractor's Statement of Satisfaction, submit Consent of Surety to Requisition Payment. The Contractor must use City Release of Lien, Affidavit and Consent of Surety forms or the Application for Payment will be rejected. 7. Progress Meetings The City shall conduct a pre -construction conference prior to the commencement of the Work. The Contractor shall hold progress and coordination meetings as required by the City, to provide for the timely completion of the Work. The Contractor shall arrange and conduct regular bi-weekly job site Project status meetings with the City. The Contractor shall use the job site meetings as a tool for the pre -planning of Work and enforcing schedules, and for establishing procedures, responsibilities, and identification of authority for all parties to clearly understand. During these meetings, Contractor shall identify the party or parties responsible for following up on any problems, delay items, or questions, and Contractor shall note the action to be taken by such party or parties. The Contractor shall revisit each pending item at each subsequent meeting until resolution is achieved. Contractor shall attempt to obtain from all present any potential problem or delaying event known to them for appropriate attention and resolution. The Contractor shall be responsible for keeping minutes of the meeting and distribution of the minutes to all parties in attendance. The Contractor shall arrange for the participation of its subcontractors and/or vendors when the Project Manager requires their presence. The Contractor shall maintain minutes of the meeting and distribute copies of the minutes to all parties in attendance. The Contractor shall prepare and distribute to the City an updated two -week lookahead schedule of construction activities and submittals. 8. Request for Information The Contractor shall submit a Request for Information ("RFI") where the Contractor believes that the Contract Document's specifications or drawings are unclear or conflict. All requests must be submitted in a manner that clearly identifies the drawing and/or specification section where clarification or interpretation is being requested. As part of the RFI, the Contractor shall include its recommendation for resolution. The City shall respond in writing. 9. Project Site Facilities The Contractor shall arrange for all Project site facilities as maybe necessary to enable the Project Manager or Consultant to perform their respective duties and to accommodate any representatives of the City which the City may choose to have present at the Project. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Contractor's, subcontractor's, supplier's, material personnel shall not use the City restrooms that may be available at the Project site without the prior consent of the manager of the facility or the Project Manager, where there is no manager of a facility. The Contractor shall provide and maintain at his own expense, in a sanitary condition, such accommodations for the use of his employees as is necessary to comply with the requirements including Chapter 46 of the Building Code and regulations of the State of Florida Department of Health and Rehabilitative Services or Dade County Health Department. The Contractor, his employees or his subcontractors shall commit no public nuisance or use any facilities that have not been specifically provided for use by the Contractor. The Contractor shall furnish an adequate supply of drinking water for its and its subcontractors' employees. There shall be adequate provisions made by the Contractor to ensure all disposable materials are properly disposed of and do not create a nuisance to the City or the public. The location of the temporary facilities shall be subject to the approval of the City. The Contractor is required to provide any necessary temporary utilities to the site, such as electric, water, and sanitary services to the site for new construction or additions to a facility. The City may authorize the use of existing utilities. Such a decision will be made at the sole discretion of the City. The Contractor shall be required to obtain all necessary permits required for any Project site facilities. The Contractor shall also be responsible for maintaining such facilities in a safe and working condition. All such facilities remain the property of the Contractor, and the Contractor shall be responsible for removal and disposal of such facilities prior to Final Acceptance. 10. Security The site where the Work is to be performed may not be a secure site and the public may have access to the site. The Contractor shall have sole responsibility for the security of all Work materials, tools, equipment, and Work at the Project site. The City shall not be liable for any damage or loss to such materials, tools, equipment and Work and the Contractor shall be responsible for the repair or replacement of all Work such materials, tools, and equipment. 11. Construction Signage Where required by the Contract Documents the Contractor shall provide construction signage. The City shall provide the Contractor with the wording and layout for the signs at the pre -construction conference. The Contractor shall furnish the two City signs at the Project site(s) as follows: ■ The first sign shall be 4 feet wide, and 8 feet high and constructed of pressure sensitive 2-mil cast vinyl over mounted with 3-mil Mylar and mounted to 1 MDO with painted back. The sign shall be mounted on 4-inch square wood or perforated "U" channel metal posts, painted white, and be readable at eye level. The colors to be used on the sign are as follows: the background shall be white with blue lettering; the seal shall be white and gold with blue lettering form. ■ The second sign shall reflect other funding sources for the Project and shall reflect the Project information. The sign shall be 4 feet wide by 8 feet high by 3/4-inch (thick) exterior plywood, suitably mounted and readable at eye level. The colors shall be blue and white. The background shall be white, and all lettering shall be blue Helvetica. All paint shall be rated outdoor enamel. The City will provide the City Seal in decal form. ■ The Contractor shall also post appropriate construction site warning signs at the Work site. Such signs shall be posted to warn pedestrian and vehicle traffic. Signage shall also be placed waterside to alert boaters to the construction zone, requiring idle speed and a minimum clearance distance. The Contractor shall provide drawings for the signage, which shall be subject to approval by the Consultant. ■ The Project Manager and the City shall approve the locations for all signage. ■ Signage must be permitted and approved as required by the City and County Sign Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Codes. 12. Construction Photographs The Contractor shall submit with each application for payment photographs that accurately reflect the progress of the Work. The Contractor shall submit once copy of each photograph in print and digitally. The photographs shall be printed on 8" X 10" high -resolution glossy single weight color print paper. Each photograph will also reflect the date and time the picture was taken. Aerial photographs will be taken on a bi-monthly basis. 13. City Furnished Property The Contractor shall preserve all street signs, parking meters, benches, traffic control signs, etc., when directed by the City and shall reinstall or provide to the City as directed. 14. Field Layout of the Work and Record Drawings for Drainage Projects The Contractor, through the services of a State of Florida Registered Professional Surveyor and Mapper (P.S.M.), shall establish the line and benchmarks and other reference points for the installation of the pipeline or structure. For pipelines, this will consist of establishing all points of bend (but not necessarily bevel pipe unless in close proximity to other facilities), valves, tees, crosses and other stations not more than one hundred feet (100') apart along the proposed centerline of the pipe, or along a stationed offset line as shown on the Plans, marked by a nail in a metal cap if in pavement, with the station painted nearby or by a nail in the top of a wooden stake driven flush with the ground with the station marked on a flag stake nearby, if not in pavement. For structures, this will consist of base lines, stakes at corners, centers and centerlines, auxiliary lines, and a benchmark from which to establish the elevations. The Contractor shall make his equipment and men available to the Inspector for spot-checking the accuracy of the Work. The City shall require the Work to be brought within the tolerances specified elsewhere before backfilling is placed, or the construction is otherwise hidden. The entire responsibility for establishing and maintaining line and grade in the field lies with the Contractor. The Contractor shall maintain an accurate and precise record of the location and elevation of all pipelines, conduits, structures, maintenance access structures, hand holes, fittings and other Work and shall prepare record or "as -built" drawings of the same which are signed and sealed by a State of Florida Registered Professional Surveyor and Mapper (PSM). The Contractor shall deliver these records in good order to the City as the Work is completed. The Contractor shall supply the Consultant with a copy of the Registered Land Surveyor's layout of the Work immediately upon its availability to his own forces. The cost of all such field layout and recording Work is included in the prices bid for the appropriate items. All record drawings shall be made on reproducible paper and shall be delivered to the City prior to, and as a condition of, final payment. During the entire construction operation, the Contractor shall retain the services of a State of Florida Registered PSM who shall maintain records of the installation, including all deviations from the plans and specifications by obtaining "As -built" dimensions and elevations. The surveyor shall prepare record as - built drawings showing correctly and accurately all changes and deviations made during construction, including approved construction variances to reflect the Work as it was actually constructed. "As -Built" drawings shall be submitted to the City on a monthly basis. Recording of Project Record: ■ Record all information for pipeline Projects and on -site Projects concurrently with construction progress. ■ Do not conceal any Work until the Contractor and the City record as -built information. ■ All locations for future connections or tie-ins shall be left unburied and uncovered until Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C the City's surveying forces obtain and record the as -built information. This is in addition to the Contractor's recorded information. • Maintain records of all pipeline Project and on -site Project deviations from Drawings and Specifications by a Florida Registered PSM. • For Pipe Installation in All Pipeline Projects and On -site Projects: During entire construction operation retain the services of a State of Florida Registered Land Surveyor (FRLS) who shall maintain records of the installation, including all deviations from Drawings and Specifications. • FRLS shall record as -built dimensions and elevations every twenty-five feet (25') or portion thereof along pipeline and at every abrupt change in direction of the new line. • Contractor's FRLS shall prepare as -built record drawings showing correctly and accurately the installation, embracing all changes and deviations made during construction, including all approved construction variances, to reflect the Work as it was constructed. Drawings and three (3) blue line copies shall be signed and sealed by the Surveyor and shall be submittcd to the City for review within ten (10) calendar days following the completion date of successful pressure testing of all mains and appurtcnancco under the Contract Documents. • If the Consultant determines that the Drawings are not acceptable, they will be returned to the Contractor with a cover letter noting the deficiencies and/or reasons for disapproval. The Contractor shall have ten (10) calendar days to correct all exceptions taken by the City and resubmit as -built record drawings to the Consultant for final acceptance. Prior to, and as a condition precedent to Final Payment, the Contractor shall submit to City, the Contractor's record drawings or as -built drawings acceptable to Project Manager. 15. Survey Work for Drainage Projects The Contractor shall retain or employ a Florida Rural Legal Services ("FRLS") to lay out all storm sewer construction and provide final measurements. At the Project pre -construction meeting, to be attended by the Contractor's FRLS, the Contractor will be provided with a packet of information, from the City, showing the format to be utilized. The Contractor is advised that the survey Work, including required final measurements, shall be according to City Standards and are an integral part of the Project. The Project shall not be considered complete until the final measures are approved by the City. 16. E-Verify - Mandatory Use The Contractor 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 Contractor during the term of the Contract and shall expressly require any subcontractors performing Work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. 17. Cures BIDS SUBMITTED WITH IRREGULARITIES, DEFICIENCIES, AND/OR TECHNICALITIES THAT DEVIATE FROM THE MINIMUM QUALIFICATIONS AND SUBMISSION REQUIREMENTS OF THIS BIDSAFE/RFQ SHALL RESULT IN A NON -RESPONSIVE DETERMINATION. The City will not give consideration to the curing of any Bids that fail to meet the minimum qualifications and submission requirements of this BidSafe/RFQ. Bidder understands that non -responsive Bids will not be evaluated. 18. Counterparts; Electronic Signatures Brickell and Coconut Grove Seawall Improvements - D2 Project No. 40-B233809 BidSafe/RFQ No. 25-26-003 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C This Agreement may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as the original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 19. Level II Background Screening Requirements Background checks shall be required for any projects/services performed under this Contract, concerning City property, within close proximity of a school, park, or any non -instructional facility occupied by children. Prior to services being rendered, the Successful Bidder(s) and all of its employees who provide or may provide services under this Contract will complete criminal history checks and all background screening requirements, including Level 2 screening requirements as outlined in Florida State Statute 435.04, as amended from time to time. Upon City review of resulting reports, the Successful Bidder(s) shall immediately replace/reassign any individual who, in the opinion of the City, does not pass the background check. In its sole discretion the City reserves the right to request updated background screening reports at any time, and as the City deems necessary. Background checks shall be required for any projects/services performed under this Contract, concerning City property, within close proximity of a school, park, or any non -instructional facility occupied by children. Successful Bidder(s) shall bear any and all costs associated with acquiring the required background screening, including any costs associated with fingerprinting and obtaining the required photo identification badge. Successful Bidder(s) shall require all involved employees to sign a statement, as a condition of employment with Successful Bidder(s) in relation to performance under this Contract, agreeing that the employee will abide by the heretofore described background screening requirements, and also agreeing that the employee will notify the Successful Bidder(s)/Employer of any arrest(s) or conviction(s) of any offense within (forty-, eight) 48 hours of its occurrence. Successful Bidder(s) shall provide the City with a list of all of its employees who have completed the background screening as required by the above - referenced statutes and who meet the statutory requirements contained therein. Successful Bidder(s) shall have an ongoing duty to maintain and update these lists as new employees are hired and in the event that any previously screened employee fails to meet and/or maintain the statutory standards. Successful Bidder(s) shall also notify the City immediately upon becoming aware that one of its employees, who was previously certified as satisfactorily completing the background check and meeting the statutory standards, is subsequently arrested or convicted of any disqualifying offense. Failure by Successful Bidder(s) to notify the City of such arrest or conviction within five (5) business days of the occurrence of a qualifying arrest or conviction, shall constitute grounds for immediate termination of this Contract by the City. 20. Construction Projects Funded by Federal or State Funds a. Equitable Adjustment The Procurement Department may, in its sole discretion, make an equitable adjustment in the contract terms and/or pricing if pricing or availability of supply is affected by extreme or unforeseen volatility in the marketplace, that is, by circumstances that satisfy all the following criteria: (1) the volatility is due to circumstances beyond the Contractor's control, (2) the volatility affects the marketplace or industry, not just the particular contract source of supply, (3) the effect on pricing or availability of supply is substantial, and (4) the volatility so affects the Contractor that continued performance of the contract would results in a substantial loss. The Contractor might have to supply documentation to justify any requested percentage increase in cost to the City of Miami. b. Non -Appropriation of Funds In the event no fund or insufficient funds are appropriated and budgeted or are otherwise unavailable in any fiscal period for payments due under this contract, then the City, upon written notice to the Contractor Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C or his assignee of such occurrence, shall have the unqualified right to terminate the contract without penalty or expense to the City. No guarantee, warranty, or representation is made that any project(s) will be awarded to any firm(s). c. Subcontractors of Work Shall be Identified As part of the contract, the Contractor is required to identify any and all Subconsultants/Subcontractors that will be used in the performance of this proposed contract, their capabilities, experience, minority designation, as defined in Ordinance 10062 and the portion of the work to be done by the Subconsultant/Subcontractor. The Contractor shall not, at any time during the tenure of the contract, subcontract any part of his operations or assign any portion or part of the contract, to Subconsultant/Subcontractor(s) not originally mentioned in their Proposal, except under and by virtue of permission granted by the City through the proper officials. Nothing contained in this specification shall be construed as establishing any contractual relationship between any Subconsultant/Subcontractor(s) and the City. The Contractor shall be fully responsible to the City for the acts and omissions of the Subconsultant/Subcontractor(s) and their employees, as for acts and omissions of persons employed by the Contractor. d. Davis -Bacon Act a- All transactions regarding this contract shall be done in compliance with the Davis -Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) and the requirements of 29 C.F.R. pt. 5 as may be applicable. The Contractor shall comply with 40 U.S.C. 3141-3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as applicable. 2 Contractors are required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. 3 Additionally, contractors are required to pay wages not less than once a week. 4. Weekly certified payrolls must be submitted weekly for the Prime and all subcontractors working on the job. 5, Federally assisted construction contracts must adhere to Davis -Bacon Act wages and benefits rate schedules. The Contractor shall use the Federal Wages reflected in the applicable Wage Determination, "Heavy" category, in developing its bid for this contract; Wage Determinations can be found at the link SAM.gov I Search. The Contractor shall be required to provide certified payroll records documenting the work performed on this project. e. Compliance with the Copeland "Anti -Kickback" Act a- The Contractor shall comply with 18 U.S.C. 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract. 2 The Contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as the FEMA may be appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. 3 A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a Contractor and subcontractor as provided in 29 C.F.R. § 5.12. f. Compliance with the Contract Work Hours and Safety Standards Act a- Overtime Requirements: No Contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C g• any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty (40) hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one half time the basic rate of pay for all hours worked in excess of forty (40) hours in such workweek. • Violation; liability for unpaid wages; liquidated damages: In the event of any violation of the clause set forth in paragraph (b) (1) of this section, the Contractor, and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such Contractor and subcontractor shall be liable to the United States (in case of the work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (b) (1) of this section, in the sum of $27 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty (40) hours without payment of the overtime wages required by the clause set forth in paragraph (b) (1) of this section. • Withholding for unpaid wages and liquidated damages: The City of Miami shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Contractor or subcontractor under any such contract or any other Federal contract with the same prime Contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b) (2) of this section. 4. Subcontracts: The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (b) (1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraph (b) (1) through (4) of this section. Parts at Pass -Through Cost (for Repairs Outside the Scope of Work) All cost for parts required for repair jobs and not otherwise included in the scope of work shall be billed at the Contractor's actual cost and will be passed on to the City without markup or any additional fees. The Contractor shall submit purchase receipt of parts along with the labor invoice for payment. The Contractor shall be responsible for sourcing all parts necessary to complete the work requirements of each job specification. Replacement parts furnished must be of the same manufacturer or an equal product. All equipment and materials shall be of commercial quality and grade and be from a regular product line. Prototype, obsolete, and residential quality/grade equipment/materials shall not be specified or installed in the facilities. h. Notification to Perform Work The Contractor shall notify the Project Manager when an employee is on the property and for what purpose. i. Equal Employment Opportunity During the performance of any resulting contract from an RFQ, the Contractor agrees as follows: • The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and the employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C employment, notices to be provided setting forth the provisions of this nondiscrimination clause. The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. 5- The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contractor's legal duty to furnish information. 4. The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representative of the Contractor's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5 The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5 The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 8 The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, That in the event a Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the Contractor may request the United States to enter into such litigation to protect the interests of the United States. The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the contract. The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance. The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings. Clean Air Act 4- The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. 2, The Contractor agrees to report each violation to the City of Miami and understands and agrees that the City of Miami will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. k. Federal Water Pollution Control Act a- The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C.1251 et seq. 2 The Contractor agrees to report each violation to the City of Miami and understands and agrees that the City of Miami will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. 3 The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. I. No Obligation by the Federal Government The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non -Federal entity, the Contractor, or any other party pertaining to any matter resulting from the contract. m. Program Fraud and False or Fraudulent Statements or Related Acts The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor's actions pertaining to this contract. n. Byrd Anti -Lobbying Amendment, 31 U.S.C. § 1352 (As Amended) Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, officer, or employee of Congress, or an employee of a member of Congress in connection Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier, up to the recipient who in turn will forward the certification(s) to the awarding agency. Please refer to the "Certification Regarding Lobbying" attachment. It is MANDATORY for the Contractor to return this form signed along with their Bid. o. Procurement of Recovered Materials • In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA -designated items unless the product cannot be acquired: a) A recipient or subrecipient that is a State agency or agency of a political subdivision of a State, and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 as amended, 42 U.S.C. 6962. The requirements of Section 6002 include procuring only items designated in the guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. b) The recipient or subrecipient should, to the greatest extent practicable and consistent with law, purchase, acquire, or use products and services that can be reused, refurbished, or recycled; contain recycled content, are biobased, or are energy and water efficient; and are sustainable. This may include purchasing compostable items and other products and services that reduce the use of single -use plastic products. See Executive Order 14057, section 101, Policy. p. Non-use of DHS, Seal, Logo, and Flags The Contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre -approval. q. Compliance with Federal Law, Regulations, and Executive Orders This is an acknowledgement that financial assistance from Florida Department of Environmental Protection (FDEP) will be used to fund all or a portion of the contract. The Contractor will comply with all applicable federal law, regulations, executive orders, procedures, and directives per Grant Agreement 22FRP61 (attached). r. Access to Records • The Contractor agrees to provide the State of Florida, City of Miami, the Federal agency providing funding, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. • The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 3 The Contractor agrees to provide the Federal agency providing funding or its authorized representatives access to construction or other work sites pertaining to the work being completed under the contract. 4. In compliance with the Disaster Recovery Act of 2018, the City of Miami and the Contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the Federal agency providing funding or the Comptroller General of the United States. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C s. Suspension and Debarment • This contract is a covered transaction for the purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the Contractor is required to verify that none of the Contractor, its principals (defined at 2 C.F.R. §180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). • The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower -tier -covered transaction it enters into. • This certification is a material representation of fact relied upon by the State of Florida, and City of Miami. If it is later determined that the Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the State of Florida, and the City of Miami, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. 4. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower -tier -covered transactions. t. United State: -Housing and Urban Development; CDBG MIT 1. This contract is funded by US HUD dollars and Community Development Block Grant (CDBG) dollars, and/or CDBG Mitigation (CDBG MIT) dollars, and therefore, is subject to federal procurement regulations 2 CFR 200.318 to 200.327. 2. Unlese a fixed price contract is uccd, profit must be negotiated as a separate clement of thc price for each contract in which there is no price competition and, in all cases, where a-sest analysis is of the work to be performed, the risk borne by thc Contractor, thc Contractor's investment, thc the surrounding geographical area for similar work. u. Section 3 of the Housing and I lrban Development /act of 1968 1. The work to be performed under this contract is subject to the requirements of Section 3 of tho Housing and Urban Development Act of 1968, as amcndcd, 12 U.S.C. § 1701u (Section 3). Thc purpose of Section 3 is to ensure that the employment and other economic opportunities generated by the United States Department of Housing and Urban Development's ("HUD") assistance of HUD a cistcd projccts covered by Scction 3, shall, to thc grc\atcst cxtcnt fc\asiblc, be directed to low and very low incomc persons, particularly persons who are recipients of HUD assistance for housing. 2. The parties to this contract agree to comply with HUD's regulations codified in 21 C.F.R. part 75, which implements Section 3. As evidenced by their execution of this contract, tho parties to this from complying with the regulations contained in 21 C.F.R. part 75. 3. The Contractor agrees to send to each labor organization or representative of workers with which advising the labor organization or worker's representative of the Contractor's commitments under this section 3 clause and will post copies of the noticc in conspicuous places at thc work site where both employees and applicants for training and employment positions can sec thc noticc. Thc notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C and location of the percon(s) taking applications for each of the pociti„r�, and the anticipated date the work shall begin. an applicablc provision of the subcontract or in this Scction 3 claucc, upon a finding that thc subcontractor is in violation of the regulations in 2/1 C.F.R. part 75. The Contractor will not subcontract with any subcontractor where the Contractor has notice or knowledge that thc subcontractor has been found in violation of the regulations in 2/1 C.F.R. part 75. 5. The Contractor will certify that any vacant employment positions, including training -positions, that persons other than those to whom the regulations of 2/1 C.F.R. Part 75 require employment opportunities to be directed, were not filled to circumvent the Contractor's obligations under 2/1 C.F�-. -Part 75. 6. Non compliance with HUD's regulations as set forth in 2/1 C.F.R. Part 75 may result in sanctions, termin contracts. applics to thc work to be performcd under this contract. Section 7(b) requires that to the greatest Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian the provisions of section 3 and section 7(b) agree to comply with section 3 to the maximum extent feasible, but not in derogation of compliance with section 7(b). 8. Employment and Training. To the greatest extent feasible, and consistent with existing Federal, state, and local laws and regulations,rec,pient overed b Z'24Part 75,subp 0shall provided to Section 3 workers within the Miami Dade County. Where feasible, priority for opportunities and training described in this subsection (i)should be given to: (b) Participants in YouthBuild programs. work awarded in connection with Section 3 projects are provided to busincss concerns that providc economic opportunitics to Scction 3 workcrs residing within Miami Dadc County. Where feasible, priority for contracting opportunities described in this subsection (ii) should be given to: (a) Section 3 business concerns that provide economic opportunities to Section 3 workers residing wi n the service area or the neighborhood of Oho project• and vri rr vcivrvc-arccrvrcrr��rcr��Avmvva-vrcrr��rvrcvr-ancr (b) YouthBuild programs. v. Rights to Inventions Made Under a Contract or Agreement If the FEMA award meets the definition of "funding agreement" under 37 CFR § 401.2 (a) and the non - Federal entity wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the non -Federal entity must comply with the requirements of 37 CFR Part 401, (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements) and any implementing regulations issued by FEMA. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C w. Procurements by Non -Federal Entities When procuring property and services under a Federal award, a State must follow the same policies and procedures it uses for procurements from its non -Federal funds. The State will comply with 2 C.F.R. §§ 200.321, 200.322, and 200.323 and ensure that every purchase order or other contract includes any clauses required by 2 C.F.R. § 200.327. All other non -Federal entities, including subrecipients of a State, must follow the procurement standards in 2 C.F.R. 200.318 through 200.327. x. Contracting with Small and Minority Businesses, Women's Business Enterprises, and Labor Surplus Area Firms a. When possible, the recipient or subrecipient should ensure that small businesses, minority businesses, women's business enterprises, veteran -owned businesses, and labor surplus area firms (See U.S. Department of Labor's list) are considered as set forth below. b. Such consideration means: 1. These business types are included on solicitation lists; 2. These business types are solicited whenever they are deemed eligible as potential sources; Y. 3. Dividing procurement transactions into separate procurements to permit maximum participation by these business types; 4. Establishing delivery schedules (for example, the percentage of an order to be delivered by a given date of each month) that encourage participation by these business types; 5. Utilizing organizations such as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and 6. Requiring a contractor under a Federal award to include this section in all subcontracts. Prohibition On Certain Telecommunications and Video Surveillance Services or Equipment a) Recipients and subrecipients are prohibited from obligating or expending loan or grant funds to: 1. Procure or obtain covered telecommunications equipment or services; 2. Extend or renew a contract to procure or obtain covered telecommunications equipment or services; or 3. Enter into a contract (or extend or renew a contract) to procure or obtain covered telecommunications equipment or services. b) As described in section 889 of Public Law 115-232, "covered telecommunications equipment or services" means any of the following: 7. Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); 8. For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); 9. Telecommunications or video surveillance services provided by such entities or using such equipment; 10. Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country; c) For the purposes of this section, "covered telecommunications equipment or services" also include systems that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. d) In implementing the prohibition under section 889 of Public Law 115-232, heads of executive agencies administering loan, grant, or subsidy programs must prioritize available funding and technical support to assist affected businesses, institutions, and organizations as is reasonably necessary for those affected entities to transition from covered telecommunications equipment or services, to procure replacement equipment or services, and to ensure that communications service to users and customers is sustained. e) When the recipient or subrecipient accepts a loan or grant, it is certifying that it will comply with the prohibition on covered telecommunications equipment and services in this section. The recipient or subrecipient is not required to certify that funds will not be expended on covered telecommunications equipment or services beyond the certification provided upon accepting the loan or grant and those provided upon submitting payment requests and financial reports. f) For additional information, see section 889 of Public Law 115-232 and § 200.471. z. Domestic Preference for Procurements a) The recipient or subrecipient should, to the greatest extent practicable and consistent with law, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards, contracts, and purchase orders under Federal awards. b) For purposes of this section: 1. "Produced in the United States" means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. 2. "Manufactured products" means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer -based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. c) Federal agencies providing Federal financial assistance for infrastructure projects must implement the Buy America preferences set forth in 2 CFR part 184. aa. Affirmative Socioeconomic Steps If subcontracts are to be let, the prime contractor is required to take all necessary steps identified in 2 C.F.R. § 200.321(b)(1)-(5) to ensure that small and minority businesses, women's business enterprises, and labor surplus area firms are used when possible. bb. License and Delivery of Works Subject to Copyright and Data Rights The Contractor grants to the City of Miami, a paid -up, royalty -free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this contract, the Contractor will identify such data and grant to the City of Miami or acquires on its behalf a license of the same scope as for data first produced in the performance of this contract. Data, as used herein, shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this contract, the Contractor will deliver to the City of Miami data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this contract in formats acceptable by the City of Miami. END OF SECTION REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C SECTION 4 BID FORMS Submitted: 2/6/2026 Date City of Miami, Florida Office of the City Clerk City Hall, 1st Floor 3500 Pan American Drive Miami, Florida 33133-5504 The undersigned, as Bidder, hereby declares that the only persons interested in this bid as principal are named herein and that no person other than herein mentioned has any interest in this bid or in the Contract to be entered into; that this bid is made without connection with any other person, firm, or parties making a bid; and that it is, in all respects, made fairly and in good faith without collusion or fraud. The Bidder further declares that it has examined the site of the Work and informed itself fully of all conditions pertaining to the place where the Work is to be done; that it has examined the Contract Documents and all addenda thereto furnished before the opening of the bids, as acknowledged below; and that it has satisfied itself about the Work to be performed; and that it has submitted the required bid Guaranty; and all other required information with the bid; and that this bid is submitted voluntarily and willingly. The Bidder agrees, if this bid is accepted, to Contract with the City, a political subdivision of the State of Florida, pursuant to the terms and conditions of the Contract Documents and to furnish all necessary materials, equipment, machinery, tools, apparatus, means of transportation, and all labor necessary to construct and complete within the time limits, the specified Work covered by the Contract Documents for the Project entitled: Bid No: 25-26-003 Title: Brickell and Coconut Grove Seawall Improvements — D2 Project No. 40-B233809 The Bidder also agrees to furnish the required Performance Bond and Payment Bond or alternative form of security, if permitted by the City, each for not less than the total bid price plus alternates, if any, and to furnish the required Certificate(s) of Insurance. The undersigned further agrees that the Bid Guaranty accompanying the bid shall be forfeited if Bidder fails to execute said Contract and fails to furnish the required Performance Bond and Payment Bond as well as the required Certificate(s) of Insurance within fifteen (15) calendar days after being notified of the award of the Contract. In the event of arithmetical errors, the Bidder agrees that these errors are errors that may be corrected by the City. In the event of a discrepancy between the price bid in figures and the price bid in words, the price in words shall govern. The Bidder agrees that any unit price listed in the bid is to be multiplied by the stated quantity requirements in order to arrive at the total. Note: Bidders are bidding on estimated quantities for the purpose of determining the lowest responsive and responsible Bidder. Payments will be made based on unit prices of actual quantities installed. Where a discrepancy exists between the unit price and the extended price the unit price will prevail. Where there is a discrepancy between the numerical and written bid amount, the written bid amount will prevail. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Form SU must be submitted with Bidder's Bid. The SU Form can be found on e-Gordian BidSafe Electronic Bidding System with the bid documents for this Project. SCOPE OF WORK: The Brickell and Coconut Grove Seawall Improvements ("Project") involves comprehensive infrastructure improvement and the repair of three (3) seawalls located in the Brickell and Coconut Grove neighborhoods. The work consists of furnishing all materials, labor, permits and equipment necessary for the replacement of existing seawalls and outfall pipes, installation of manhole structures, pollution control structures, manatee grates, riprap, guardrails, pavement, milling and resurfacing, signage and pavement markings, and landscaping. For grant funding purposes, the Project shall be bid in three (3) phases: Phase 1 shall consist of renovation work on the Crystal View Court Seawall. Phase 2 shall include, but is not limited to, renovation work on the Matheson Avenue Seawall. Phase 3 shall involve the renovation of the Royal Road Seawall. Project construction cost is estimated to be $1,314,000.00. The full scope of work is detailed within this solicitation document, Section 1, Article 2, "Scope of Work" and the Construction Drawings. (The following MUST be filled in): BIDSAFE/RFQ No. 25-26-003 - Brickell and Coconut Grove Seawall Improvements - D2 Project No. 40-B233809 LUMP SUM TOTAL FOR BID CONSTRUCTION COST PHASE 1 (GUARANTEED MAXIMUM PRICE/COST): $ 975,470.57 LUMP SUM TOTAL FOR BID CONSTRUCTION COST PHASE 2 (GUARANTEED MAXIMUM PRICE/COST): $ 911,535.97 LUMP SUM TOTAL FOR BID CONSTRUCTION COST PHASE 3 (GUARANTEED MAXIMUM PRICE/COST): $ 508,778.04 LUMP SUM TOTAL BID CONSTRUCTION COST (PHASE 1 + PHASE 2 + PHASE 3) (G 2,395NTEED ,78E 58 MAXIMUM PRICE/COST): WRITTEN LUMP SUM TOTAL BID CONSTRUCTION COST (PHASE 1 + PHASE 2 + PHASE 3) (GUARANTEED MAXIMUM PRICE/COST): $ Two Million Three Hundred Ninety Five Thousand Seven Hundred Eithy Four Dollars 84/100 Dollars (Total Bid Construction Cost) PLEASE FILL OUT THE ATTACHED BID FORMS AND SUBMIT WITH YOUR PACKAGE. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C DIRECTIONS: COMPLETE PART I OR PART II, WHICHEVER APPLIES, AND PARTS III AND IV (If applicable) Part I: Listed below are the dates of issue for each Addendum received in connection with this bid: Addendum No. 1, Dated Addendum No. 2, Dated Addendum No. 3, Dated Addendum No. 4, Dated Addendum No. 5, Dated January 29, 2026 February 4, 2026 Part II: No Addendum was received in connection with this bid. Part III: Certifications The Bidder, by virtue of signing the Bid Form, affirms that the Bidder is aware of the following, and shall comply with all the stated requirements. 1. Non -Collusion Bidder certifies that the only persons interested in this bid are named herein; that no other person has any interest in this bid or in the Contract to which this bid pertains; that this bid is made without connection or arrangement with any other person. Bidder certifies that the selected independent third -party verifier will verify and certify compliance data and reports honestly and accurately. 2. Drug Free Workplace The undersigned Bidder hereby certifies that it will provide a drug -free workplace program by: a) Publishing a statement notifying its employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the Bidder's workplace and specifying the actions that will be taken against employees for violations of such prohibition. b) Establishing a continuing drug -free awareness program to inform its employees about: (i) The dangers of drug abuse in the workplace. (ii) The Bidder's policy of maintaining a drug -free workplace. (iii) Any available drug counseling, rehabilitation, and employee assistance programs; and (iv) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace. c) Giving all employees engaged in performance of the Contract a copy of the statement required by subparagraph (1). d) Notifying all employees, in writing, of the statement required by subparagraph (1), that as a condition of employment on a covered Contract, the employee shall: (i) Abide by the terms of the statement; and (ii) Notify the employer in writing of the employee's conviction under a criminal drug statute for a violation occurring in the workplace no later than five (5) calendar days after such conviction. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C e) Notifying the City in writing within ten (10) calendar days after receiving notice under subdivision (4) (ii) above, from an employee or otherwise receiving actual notice of such conviction. The notice shall include the position title of the employee. f) Within thirty (30) calendar days after receiving notice under subparagraph (4) of a conviction, taking one of the following actions with respect to an employee who is convicted of a drug abuse violation occurring in the workplace: g) Taking appropriate personnel action against such employee, up to and including termination; or (ii) Requiring such employees to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a federal, state, or local health, law enforcement, or other appropriate agency. Making a good faith effort to maintain a drug -free workplace program through implementation of subparagraphs (1) through (6). 3. Lobbying The undersigned certifies to the best of his or her knowledge and belief, that: a) No Federal appropriated funds have been paid, or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal Contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal Contract, grant, loan, or cooperative agreement. b) If any funds other than Federal appropriated funds have been paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal Contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. c) The undersigned shall require that the language of this certification be included in the award documents for "All" sub -awards at all tiers (including subcontracts, sub -grants, and Contracts under grants, loans, and cooperative agreements) and that all sub -recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a pre -requisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than ten thousand dollars ($10,000) and not more than one hundred thousand dollars ($100,000) for each such failure. * Note: In these instances, "All" in the Final Rule is expected to be clarified to show that it applies to covered Contract/grant transactions over one hundred thousand dollars ($100,000) (per QMB). 4. Debarment, Suspension and Other Responsibility Matters The Bidder certifies to the best of its knowledge and belief, that it and its principals: a) Are not presently debarred, suspended, proposed for debarment, and declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency. b) Have not within a three (3) year period preceding this bid been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or Contract under (i) Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C a public transaction; violation of Federal or State antitrust statutes or falsification or destruction of records, making false statements, or receiving stolen property. c) Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph 1.6 of this certification; and d) Have not, within a three (3) year period preceding this application, had one (1) or more public transactions (Federal, State, or local) terminated for cause or default. e) In addition, factors to be considered in determining responsibility of prospective contractual parties shall include but not be limited to: (1) Bidder does have availability of appropriate financial, material, equipment, facility, and personnel resources, and expertise, or the ability to obtain them, to meet all contractual requirements. (2) Bidder does have a satisfactory record of performance. (3) Bidder does have a satisfactory record of integrity. (4) Bidder does possess qualified legal standing to Contract with the City; and (5) Bidder will comply in supplying all requested information connected with the inquiry concerning responsibility. f) Bidder has not had a termination, suspension, or cancellation of a City Contract, in whole or in part, for cause, due to a default by the Bidder or Offeror, within the past five (5) years, which has not been reversed on appeal by a court of competent jurisdiction; or Bidder has not withheld a payment or nonpayment of moneys due to the City from the Bidder or Offeror, within the past five (5) years, unless the full amount of such moneys due to the City. h) Have been deposited with a court of competent jurisdiction in Miami -Dade County, Florida, pursuant to the provisions of Fla. R. Civ. P. 1.600 titled "Deposits in Court," as amended, or other applicable Federal, State or Local Rules of Court, and are subject to distribution to the City or withdrawal by the City by order of the court. i) The Bidder shall provide any information requested by the Chief Procurement Officer or Procurement Officer concerning responsibility. If such contractual party fails to provide the requested information, the determination of responsibility may be made upon available information, or the prospective contractual party may be found non -responsible. The prospective contractual party may demonstrate the availability of necessary financial, equipment, facility, and personnel resources by submitting: (1) Bidder will, upon request, furbish evidence that the contractual party possesses such necessary resources. g) (2) Bidder affirms it has acceptable plans to subcontract for such necessary resources; or (3) Bidder will, upon request, submit a documented commitment for, or explicit arrangement with, satisfactory sources to provide such necessary resources. Where the prospective Bidder is unable to certify any of the statements in this certification, such Bidder shall submit an explanation to the City of Miami in writing. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Part IV: Certification — Trench Safety Act The Bidder, by virtue of signing the Bid Form, affirms that the Bidder is aware of Section 553.60, et. seq., Florida Statutes, the Trench Safety Act, and will comply with all applicable trench safety standards. Such assurance shall be legally binding on all persons employed by the Bidder and Subcontractors. The Bidder is also obligated to identify the anticipated method and cost of compliance with the applicable trench safety standards. The Bidder acknowledges that included in the various items of the bid and in the total bid price are costs for complying with the Florida Trench Safety Act. These items are a breakout of the respective items involving trenching and will not be paid separately. They are not to be confused with bid items in the schedule of prices, nor be considered additional Work. The Bidder further identifies the costs and methods summarized below: Description Unit Price LF $75 Quantity Price Extended Method Attached is a Bid Bond [X ], Cash [ ], Money Order [ ], Unconditional/Irrevocable Letter of Credit [ ], Treasurer's Check [ ], Bank Draft [ ], Cashier's Check [ ], Bid Bond Voucher [ ] or Certified Check [ ] No. Bank of for the sum of ). Dollars ($ Part v: scrub n izea Uom pan ies The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel have been convicted of any of the violations or debarred or suspended as set in section 18-107 or Ordinance No. 12271. The Proposer also certifies, pursuant to section 287.135(5), Florida Statutes, that at the time of submitting its Proposal it: (a) is not on the "Scrutinized Companies with Activities in Sudan List" or the "Scrutinized Companies with Activities in Iran Terrorism Sectors List"; (b) does not have business operations in Cuba or Syria; and (c) is not participating in a boycott of Israel. The Proposer further acknowledges that a false certification may subject it to contract termination, civil penalties, and debarment as provided under section 287.135. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C BIDSAFE/RFQ No. 25-26-003: Certification Statement The Bidder hereby acknowledges and affirms to the contents of this Bid Form and its' response(s) thereto including without limitations Part I through IV have been, read, understood, and agree to by signing and completing the spaces provided below. Bidder Name: Signature: Printed Name/Title: City/State/Zip: Email: Telephone No.: Social Security No. or Federal I.D. No. HHarbour Construction Incarbour Construction Inc David Tobin / President Miami, FL 33155 LDELAE@harbourconstruction.com 305.603.9944 Fax No.: 305.603.9437 38-3686455 If a partnership, names, and addresses of partners: N/A Dun & Bradstreet No. (If applicable) N/A END OF SECTION Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C CERTIFICATE OF AUTHORITY (IF CORPORATION) I HEREBY CERTIFY that at a meeting of the Board of Directors of Harbour Construction Inc , a corporation organized and existing under the laws of the State of Florida , held on the _ day of , 20_, a resolution was duly passed and adopted authorizing (Name) David Tobin as (Title) President of the corporation to execute bids 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. 1 further certify that said resolution remains in full force and effect. IN WITNESS WHEREOF, I ha to set my hand this 3rd day of February 20 26 Secretary: Print: 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 to execute bids on behalf of the partnership and provides that his/her 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, 1 have hereunto set my hand this , day of , 20 Partner: Print: CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this bid is authorized to sign bid documents on behalf of the joint venture. If there is no joint venture agreement, each member of the joint venture must sign the bid and submit the appropriate Certificate of Authority (corporate, partnership, or individual). Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C STATE CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) 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 bid to which this attestation is attached. Signed: Print: IN WITNESS WHEREOF, I have hereunto set my hand this day of , 20_. NOTARIZATION STATE OF f L COUNTY OF rib MI Dade The foregoing instrument was acknowledged before me this(,- day o'Ci'r`1 , 20 by MiCiaSd 0 F )1— AVO , who is sonally know me or who has produced as identification and who (did / did not) take an oath. SIGNATE OF NOTAI; Y PUBLIC Floe loUlc46 ra PRIr\TTEp, STAMPED OR TYPE NAME OF NOTARY PUBLIC ,��pr Pia�c LEYLA DE LA ESPRIELLA * Commission # HH 198864 Expires March 14, 2026 Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C BID BOND FORM (Page 1 of 3) State of Florida County of Miami -Dade City of Miami KNOWN ALL PERSONS BY THESE PRESENTS, that Harbour Construction, Inc. as Principal, Philadelphia Indemnity Insurance Company as Surety, are held and firmly bound unto the City of Miami, in the penal sum of --Five Percent (5%) of Amount Bid-- dollars ($ 5% of Amount Bid) lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators and successors, jointly and severally, firmly by these presents, THE CONDITION OF THIS OBLIGATION IS SUCH, that whereas the Principal has submitted the accompanying bid, dated January 30 , 2026 , for: BIDSAFEIRFQ No. 25-26-003 - Brickell and Coconut Grove Seawall Improvements - D2 Project No. 40-B233809 NOW THEREFORE: (a) If the Principal shall not withdraw said bid within one hundred eighty (180) calendar days after date of opening the same, and shall within ten (10) calendar days after the prescribed forms are presented to him for signature, enter into a written Contract with the City, in accordance with the bid as accepted, and give bond with good and sufficient Surety or Sureties, as may be required, for the faithful performance and proper fulfillment of such Contract; or (b) In the event if the withdrawal of said bid within the period specified, or the failure to enter into such Contract and give such bond within the time specified, if the Principal shall pay the City the difference between the amount specified in said bid and the amount for which the City may procure the required Work and supplies, if the latter amount be in excess of the former, then the above obligation shall be void and of no effect, otherwise to remain in full force and virtue. Brickell and Coconut Grove Seawall Improvements - D2 SidSafe/RPQ No. 25-26-003 Project No. 40-6233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C BID BOND FORM (Page 2 of 3) IN WITNESS WHEREOF, the above bound parties have executed this instrument under their several seals, this 30th day of , 20 26 , the name and corporate seal of each party being hereto affixed, and these presents duly signed by its undersigned representative, pursuant to authority of its governing body. January WITNESS: (If Sole Ownership, Partnership, or Joint Venture, two (2) Witnesses are required. If Corporation, Secretary will only attest and affix seal) Signature of authorized officer Signature of authorized officer Affix Seal WITNESS: Signature of Surety Secretary Affix Seal Brickell and Coconut Grove Seawall Improvements - D2 Project No. 40-B233809 PRINCIPAL: nature 15400 Tobin Full Name and Title Harbour Construction, Inc. fFsiden.- Na eofFirm la 60 8ird gad 155 7- 550 Business Address MityJ FL 53155 City/State/Zip Code SURETY: Signatur-- Authorized Officer James Moore, Attorney -in -Fact Full name and Title Philadelphia Indemnity Insurance Company Name of Firm One Bala Plaza, Suite 100 Business Address Bala Cynwyd, PA 19004 City/State/Zip Code BidSafe/RFQ No. 25-26-003 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C BID BOND FORM (Page 3 of 3) CERTIFICATE AS TO CORPORATE PRINCIPAL ( hci-2o' , certify that I am the Secretary of the I- Corporation named as Principal in the within bond; that 41 i �obrn of said corporation; that I know his signature, and the signature hereto is genuine; and that said bond was duly signed, sealed and attested for and in behalf of said corporation by authority of its governing body, !/ STATE OF COUNTY OF CITY OF Illinois DuPage Downers Grove (Corporate Seal) Before me, a Notary Public duly commissioned, and qualified, personally appeared James Moore to me well known, who being by me first duly sworn upon oath, says that he/she is the attorney -in -fact, for the Philadelphia Indemnity Insurance Company Philadelphia Indemnity Insurance Company he/she has been authorized byto execute the foregoing bond on behalf of the Contractor named therein in favor of The City of Miami, Florida. Subscribed and sworn to before me this 30th day of INSTRUCTIONS: Bid Bonds must be accompanied by a Power of Attorney, in compliance with Instructions to Bidders. January , 20 26 . OL 1 :. Notary Public, State of Illinois at Large. My Commission Expires; September 20, 2027 Brickell and Coconut Grove Seawall Improvements - D2 Project No. 40-B233809 and that OFFICIAL SEAL Neva I( CosteUa NOTARY FIUBLiC, STATE OF i1UNOIS My Comnill,Von faplap; Septemaer W, 2027 ID #9781S2 BidSafe/kFQ No. 25-26-003 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C PHILADELPIIIA INDEMNITY INSURANCE COMPANY One Bala Plaza, Suite 100 Bala Cynwyd, PA 19004-0950 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: That PHILADELPHIA INDEMNITY INSURANCE COMPANY (the Company), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, does hereby constitute and appoint Stephen Kazmer, James Moore, and Melissa Schmidt of 'RIB International Midwest limited its true and lawful Attorney -in -fact with full authority to execute on its behalf bonds, undertakings, rccognizattces and other contracts of indemnity and writings obligatory in the nature thereof, issued in the course of its business and to bind the Company thereby, in an amount not to exceed S50,000,000. This Power of Attorney is granted and is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY on the 14"' of November 2016. RESOLVED; That the Board of Directors hereby authorizes the President or any Vice President of the Company: (1) Appoint Attorney(s) in Fact and authorize the Attorney(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature thereof and to attach the seal of the Company thereto. and (2) to remove, at any time, any such Attorney -in -Fact and revoke the authority given. And, be it FURTHER RESOLVED: That the signatures of such officers and the seal of the Company may be affixed to any such Power of Attorney or certificate relating thereto by facsimile, and any such Power of Attorney so executed and certified by facsimile signatures and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached. IN TESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY HAS CAUSED THIS INSTRUMENT TO BE SIGNED AND frs CORPORATE SEALTO BE AFFIXED BY ITS AUTHORIZED OFFICE TIIIS 5TI-( DAY OF OCTOBER 2024. (Seal) JoTi (Tomb, President 8c CEO Philadelphia Indemnity Insurance Company On this 5"' day of October, 2024 before Inc came the individual who executed the preceding instrument, to the personally known, and being by me duly sworn said that he is the therein described and authorized officer of the PHILAI)ELPIIIA INDEMNITY INSURANCE COMPANY; that the seal affixed to said instrument is the Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed. G011Frionwialth of Fersnsyivanis. Notary Seal Vanessa Mckenzie, Notary Public Delaware County Mycommisalon expires November 3.2028 Cam misslannumber 1366394 Rie mbar, PrPortAlyivaA.A ASgettailon of kntarres Notary Public: residing at: Linwood. PA My commission expires: November 3, 2028 1, Edward Sayago, Corporate Secretary of PHILADELPHIA INDEMNITY INSURANCE COMPANY, do hereby certify that the foregoing resolution of the Board of Directors and the Power of Attorney issued pursuant thereto on the 5"° day October 2024 are true and correct and are still in full force and effect- I do further ccrtily that John Glotnh, who executed the Power of Attorney as President, was on the date of execution of the attached Power of Attorney the duly elected President of PHILADELPHIA INDEMNITY INSURANCE COMPANY. In Testimony Whereof I have subscribed my name and affixed the facsimile seal of each Company this 30th day of January 2026 Edward Sayago, Corporate Secretary Pf iILADi LPI-IIA INDEMNITY INSURANCE COMPANY Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C STATE OF ILLINOIS } COUNTY OF DU PAGE} On Canuary 30, 2026, before me, Alexa K. Costello, a Notary Public in and for said County and State, duly commissioned and sworn, personally appeared, James Moore, known to me to be Attorney -in -Fact of Philadelphia Indemnity Insurance Company the corporation described in and that executed the within and foregoing instrument, and known to me to be the person who executed the said instrument on behalf of the said corporation, and he duly acknowledged to me that such corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year stated in this certificate above. My Commission Expires September 20, 2027 Lk_ P-4. K L2-577-9243 Alexa K. Costello, Notary Public Commission No. 978152 OFFUCIAL, SEAL Alexa K Costello NOTARYPLfiN.AC, STATE OF ILLINOIS MY Co nmiss(on £xp!res September 20, 2027 ID 1/978/52 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C BYRD ANTI -LOBBYING AMENDMENT, 31 U.S.C. § 1352 (As Amended) CERTIFICATION REGARDING LOBBYING The undersigned certifies, to the best of his/her knowledge, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officers or employee of Congress, or an employee or a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form, LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Contractor, Harbour Construction Inc ertifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31, U.S.C. § 3801 et seq., apply to this certification and disclosure, if any. Signature of Contractor/Contractor's Authorized Official Name and Title of Contractor/Contractor's Authorized Official Leyla De La Espriella, VP Date: 2/3/2026 Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C CONTRACTOR SELF -CERTIFICATION ON "BUILD AMERICA, BUY AMERICA ACT" (BABAA) MATERIALS The undersigned certifies, to the best of their knowledge and belief, that: The Build America, Buy America Act (BABAA) requires that no federal financial assistance for "infrastructure" projects is provided "unless all of the iron and steel used in the project are produced in the United States." Section 70914 of Public Law No. 117-58, §§ 70901-52. The undersigned certifies that for the Brickell and Coconut Grove Seawall Improvements D2(Project Name and Location) Miami, FL the iron and steel used in this contract are in full compliance with the BABAA requirements including: All iron and steel used in the project are produced in the United States. This means all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. "The Harbour Construction Inc , (Contractor), certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, _ Harbour Construction Inc (Contractor) understands and agrees that the provisions of 31 U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements, apply to this certification and disclosure, if any." Signature of (Contractor) Authorized Official Leyla De La Espriella, VP Name and Title of (Contractor) Authorized Official Date: 2/3/2026 REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C CONTRACTOR SELF -CERTIFICATION ON "BUILD AMERICA, BUY AMERICA ACT" (BABAA) MATERIALS The undersigned certifies, to the best of their knowledge and belief, that: The Build America, Buy America Act (BABAA) requires that no federal financial assistance for "infrastructure" projects is provided "unless all of the iron, steel, manufactured products, and construction materials used in the project are produced in the United States." Section 70914 of Public Law No. 117-58, §§ 70901-52. The undersigned certifies that for the Brickell and Coconut Grove Seawall Improvements Dproject Name and Location) Miami, FL the iron, steel, manufactured products, and construction materials used in this contract are in full compliance with the BABAA requirements including: 1. All iron and steel used in the project are produced in the United States. This means all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. 2. All manufactured products purchased with FEMA financial assistance must be produced in the United States. For a manufactured product to be considered produced in the United States, the cost of the components of the manufactured product that are mined, produced, or manufactured in the United States is greater than 55% of the total cost of all components of the manufactured product, unless another standard for determining the minimum amount of domestic content of the manufactured product has been established under applicable law or regulation. 3. All construction materials are manufactured in the United States. This means that all manufacturing processes for the construction material occurred in the United States. "The Harbour Construction Inc , (Contractor), certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, _ Harbour Construction Inc (Contractor) understands and agrees that the provisions of 31 U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements, apply to this certification and disclosure, if any." Signature of (Contractor) Authorized Official Leyla De La Espriella, VP Name and Title of (Contractor) Authorized Official Date: 2/3/2026 Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity is a non -governmental entity authorized to transact business in the State of Florida and in good standing with the Florida Department of State, Division of Corporations. b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2024), attached and incorporated herein as Exhibit Affidavit-1. 2. Under penalties of perjury, 1 declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. 1 am an officer, or a representative of the nongovernmental entity authorized to execute this Anti - Human Trafficking Affidavit. Nongovernmental Entity: Harbour Construction Inc Name: Leyla De La Espriella Signature of Officer: Office Address: 7340 SW 8 St, Suite 102 Miami, FL 33155 icer Title: VP Email Address: LDELAE@harbourconstruction.com Main Phone Number: 305.503.9944 FEIN No.3 /8 -3 /6 /8 /6 /415 /5 STATE OF FLORIDA COUNTY OF MIAMI-DADE ) The foregoing instrument was swor to pd subscribed before me by means ofi physical presence or i7 online notarization, this.IdaXo6-169 s 'We authorized officer or representative for the nongovernmental entity. He/sh is personallyknowr»to gr 4as produced as identification. ,�Jp a Public State of Florida (NO R 'UtiLI agALpthon-Riva My Commission HH 666191 Expires 611312029 Sign a ur"e of Person Taking Oath (Printed, Typed, or Stamped N. me f Notary Public) My Commission Expires: �J / � END OF SECTION Brickell and Coconut Grove Seawall Improvements - D2 Project No. 40-B233809 BidSafe/RFQ No. 25-26-003 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C .001149 Docusign Envelope ID: 4B559D5B-5C99-4370-9999-EE80A14835E7 Local Business Tax Receipt Miami -Dade County, State of Florida -THIS IS NOT A BILL - DO NOT PAY 6961024 BUSINESS NAME/LOCATION HARBOUR CONSTRUCTION INC 7340 SW 48TH ST STE 102 MIAMI FL 33155-5520 OWNER HARBOUR CONSTRUCTION INC LESSEUR ALEXANDER GUY QUALIFIER Worker(s) 7 LBT RECEIPT NO. RENEWAL 7236581 IJ SEC. TYPE OF BUSINESS 196 GENERAL BUILDING CONTRACTOR CGC060330 EXPIRES SEPTEMBER 30, 2026 Must be displayed at place of business Pursuant to County Code Chapter 8A -Art. 9 & 10 PAYMENT RECEIVED MAX COLLECTOR $75.00 08/26/2025 PTBTC-25-145618 This Local Business Tax Recoipt only ccn5rms payment ol the Local BusineTax. The Recoipt is not a license, pcmit, or a certification ol the holdar s qualifications, to do business. Holder must comply with any Uflvcrnmental or nongovemmentsl rc®ulatory laws and requirements which epplyto the business. Thu RECEIPT NO. above must he displayed on all commercial vehicles - Miami -Dada Code Sec Sa-276. For moro Information, visit mdctaxcollactor.gov Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C CITY OF MIAMI CAPITAL IMPROVEMENTS PROGRAM SUBCONTRACTOR UTILIZATION FORM Sheet No. 1 of Project No. B-40-B233809 Project Title: BRICKELL AND COCONUT GROVE SEAWALL IMPROVEMENTS — D2 This Form should be submitted with a bidder's bid form submittal. Failure to submit this Form with the bid may result in the bid being rejected as non -responsive. The City in its reasonable discretion may allow, in the interest of the competition, the Bidder to submit the Form after bids are due (as supplemental information). Provide the following information for each subcontractor regardless of tier.* Attach additional sheets if necessary. Name of Business Portion of Work Gdl Cui SiLd Wui k, Dollar Amount Percent Address/City/State/Zip License Information** Miami-DadeCertification* CBE CSBE N/A Type Number Harbour Construction Inc lL1 Rest $766,651.20 32% 6900 Bird Road # 557550 Miami, FL 33155 General Contractor (CGC) 060330 0 X Marin & Marin Marine Work $ 1,054,145.40 44 % 8516 NW 66 St Miami, FL 33166 Reg General Contractor RG0066582 0 X UAG Drainage $ 574,988.40 24% 657 South Dr, Ste 402, General Contractor CGC1521395 0 0 X Miami Springs 33166 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 * Must be certified by Miami -Dade County. All tiers must be shown, including multiple sub -tiers, if permitted by the Contract Documents. **List only those relevant to this Project. ***Check N/A if the listed SU does not have a CBE/CSBE certification (e.g., independent third party verifier) Form SU Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C SECTION 5 CONTRACT EXECUTION FORMS THIS Contract # 25-26-003 made this2 . day of May in the year 20 26 in the amount of $ 2,395,784.58 by and between THE CITY OF MIAMI, FLORIDA, hereinafter called the "CITY," and Harbour Construction,Inc. , hereinafter called the "Contractor." CONTRACT EXECUTION FORM IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST Ayr cr. ietr-441 Print Name, Title ATTEST: CONTRACTOR Secretary (Affirm Contractor Seal, if available) ATTEST: ,—DocuSigned by: —4 5DEF1-4G9... Todd B. lannon, City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: ,—DocuSigned by: Fratnk a14kt,/7 �7395C631E214EL David Ruiz, Interim Director Risk Management Department �— SignPd by: Harbour Construction Inc a Florida Corporation Corporation Print Name, Ti�tlelof Authorized Officer or Official (CORPORATE SEAL) CITY OF MIAMI, a municipal corporation of the State of Florida Signed by: eCGA476... James eyes, City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: ,—DocuSigned by: Gt,avroc, Ootisat4111 `-8R770FgFF8R24RR George K. Wysong III, City Attorney 26-996 rDS t6/LF Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C CORPORATE RESOLUTION WHEREAS, Harbour Construction Inc , desires to enter into a Contract with the City of Miami for the purpose of performing the Work described in the Contract to which this resolution is attached; and WHEREAS the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the By -Laws of the corporation. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the President (Type Title of Officer) David Tobin , is hereby authorized and instructed to enter into (Type Name of Officer) a Contract, in the name and on behalf of this corporation, with the City of Miami upon the terms contained in the proposed Contract to which this resolution is attached and to execute the corresponding performance bond. DATED this 6th day of April AWL /id r Corporate Secrete (Corporate Seal) Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Bond No. PB10471600288 FORM OF PERFORMANCE BOND (Page 1 of 2) BY THIS BOND, We Harbour Construction, Inc. , as Principal, hereinafter called Contractor, and Phiiadefphia Indemnity Insurance Company , as Surety, are bound to the City of Miami, Florida, as Obligee, hereinafter called City, in the amount of Two Mdlion Three Hundred Ninety Five Thousand Seven Hundred FIghty Four and 58/100 Dollars ($ 2,395,784.58 ) for the payment whereof Contractor and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally. WHEREAS Contractor has by written agreement entered into a Contract, bid/Contract BidSafe/RFQ No. 25-26-003 - Brickell and Coconut Grove Seawall Improvements — D2, Project No. 40-B233809, awarded the day of , 20 , with City which Contract Documents are by reference incorporated herein and made a part hereof, and specifically include provision for liquidated damages, and other damages identified, and for the purposes of this Bond are hereafter referred to as the "Contract". THE CONDITION OF THIS BOND is that if Contractor: Brickell and Coconut Grove Seawall Performs the Contract between Contractor and City for construction of Improvements the Contract being made a part of this Bond by reference, at the times and in the manner prescribed in the Contract; and 2. Pays City all losses, liquidated damages, expenses, costs, and attorneys' fees including appellate proceedings, that City sustains as a result of default by Contractor under the Contract; and 3. Performs the guarantee of all Work and materials furnished under the Contract for the time specified in the Contract; then THIS BOND IS VOID, OTHERWISE IT REMAINS IN FULL FORCE AND EFFECT. 4. Whenever Contractor shall be, and declared by City to be, in default under the Contract, City having performed City obligations hereunder, the Surety may promptly remedy the default, or shall promptly: 4.1. Complete the Project in accordance with the terms and conditions of the Contract Documents; or 4.2. Obtain a bid or bids for completing the Project in accordance with the terms and conditions of the Contract Documents, and upon determination by Surety of the lowest responsible Bidder, or, if City elects, upon determination by City and Surety jointly of the lowest responsible Bidder, arrange for a Contract between such Bidder and City, and make available as Work progresses (even though there should be a default or a succession of defaults under the Contract or Contracts of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the Contract Price; but not exceeding, including other costs and damages for which the Surety may be liable hereunder, the amount set forth in the first paragraph hereof. The term "balance of the Contract Price," as used in this paragraph, shall mean the total amount payable by City to Contractor under the Contract and any amendments thereto, less the amount properly paid by City to Contractor. Brickell and Coconut Grove Seawall Improvements - D2 BidSafeJRFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C FORM OF PERFORMANCE BOND (Page 2 of 2) No right of action shall accrue on this bond to or for the use of any person or corporation other than the City named herein. The Surety hereby waives notice of and agrees that any changes in or under the Contract Documents and compliance or noncompliance with any formalities connected with the Contract or the changes does not affect Surety's obligation under this Bond. Signed and sealed this 6th day of April WITNESS: (If Sole Ownership, Partnership, or Joint Venture two 2 Witnesses are re.uired. If Corporation, Secretary wi only attest and affix sea Siena ure of au' :rd officer Signature of authorized officer, Affix Seal IN THE PRESENCE OF: aka K. Signature Signature Affix Seal h7 , 20 26 . PRINCIPAL: 0,<C`, /641: �fgnature jDbinoridel Full Name ancde Harbour Construction, Inc. Name of Firm (9'(O eid 120)64f 55i SSa Business Address *pm- iC 33155' City/State/Zip Code INSURANCE COMPANY: Philadelphia Indemnity Insurance Company fiALL By Age nd Attorney -in -Fact One Bala Plaza. Suite 100 Business Address Bala Cynwyd, PA 19004 City/State/Zip Code 847-346-2355 Telephone Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C FORM OF PAYMENT BOND (Page 1 of 2) BY THIS BOND, We Harbour Construction, Inc. , as Principal, hereinafter called Contractor, and Philadelphia indemnity Insurance Company , as Surety, are bound to the City of Miami, Florida, as Obligee, hereinafter called City, in the amount of Two Million Three Hundred Ninety Five Thousand Seven Hundred Eighty Four and 55/100 Dollars ($ 2,395,784.58 ) for the payment whereof Contractor and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally. WHEREAS, the Contractor has by written agreement entered into a Contract, BidSafeIRFQ No. 25-26-003 - Brickell and Coconut Grove Seawall Improvements — D2, Project No. 40-B233809, awarded the day of , 20 , with City which Contract Documents are by THE CONDITION OF THIS BOND is that if Contractor: `L 1. Pays City all losses, liquidated damages, expenses, costs, and attorneys' fees including appellate proceedings, that City sustains because of default by Contractor under the Contract; and 2. Promptly makes payments to all olal'] ants as defined by Florida Statute 255.05(1) for all labor, materials, and supplies used directly or indirectly by Contractor in the performance of the Contract. THEN CONTRACTOR'S OBLIGATION SHALL BE VOID; OTHERWISE, IT SHALL REMAIN IN FULL FORCE AND EFFECT SUBJECT, HOWEVER, TO THE FOLLOWING CONDITIONS: 2.1. A claimant, except a laborer, who is not in privity with Contractor and who has not received payment for its labor, materials, or supplies shall, within forty-five (45) calendar days after beginning to furnish labor, materials, or supplies for the prosecution of the Work, furnish to Contractor a notice that he intends to look to the bond for protection. 2.2. A claimant who is not in privity with Contractor and who has not received payment for its labor, materials, or supplies shall, within ninety (90) calendar days after performance of the labor or after complete delivery of the materials or supplies, deliver to Contractor and to the Surety, written notice of the performance of the labor or delivery of the materials or supplies and of the nonpayment. 2.3. No action for the labor, materials, or supplies may be instituted against Contractor or the Surety unless the notices stated under the preceding conditions (2.1) and (2.2) have been given. 2.4. Any action under this Bond must be instituted in accordance with the longer of the applicable Notice and Time Limitations provisions prescribed in Section 255.05(2), or Section 95-11, Florida Statutes. reference incorporated herein and made a part hereof, and specifically include provision for liquidated damages, and other damages identified, and for the purposes of this Bone hereafter referred to as the "Contract"; GO Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No, 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C FORM OF PAYMENT BOND (Page 2 of 2) The Surety hereby waives notice of and agrees that any changes in or under the Contract Documents and compliance or noncompliance with any formalities connected with the Contract or the changes does not affect the Surety's obligation under this Bond. Signed and sealed this 6th day of April , 2026 . WITNESS: (If Sole Ownership, Partnership, or Joint Venture two 2 Witnesses a re.uired. If Corporation, Secretary will o ly attest and affix seal nature of auth Signature of authorized officer Affix Seal PQ PRINCIPAL: (Weil /vlrt gnature 9eidi4 f f1Sf ( If'li 1- Full Name and Trine Harbour Construction, Inc. Name of Firm (1W NO fad ss 155O Business Address Miami f L 35155 City/State/Zip Code IN THE PRESENCE OF: INSURANCE COMPANY: Philadelphia Indemnity Insurance Company V e469\ Y • ( tW Signature Signature Affix Seal B A er�d Attome•�in-Fact Y 9 Y One Bala Plaza, Suite 100 Business Address Bala Cynwyd, PA 19004 City/State/Zip Code 847-346-2355 Telephone Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C r ore70� CERTIFICATE AS TO CORPORATE PRINCIPAL I, f rofte1 Darn -Ewa , certify that I am the Secretary of the corporation named as Principal in the foregoing Performance and Payment Bond (Performance Bond and Payment Bond); that David lobly, , who signed the Bond(s) on behalf of the Principal, was then ctesi ent- of said corporation; that I know his/her signature; and his/her signature thereto is genuine; and that said Bond(s) was (were) duly signed, sealed and attested to on behalf of said corporation by authority of its governing body. L( fretary (on behal Aur 6ndyuelim (SEAL) f/ Corporation STATE OF Illinois COUNTY OF DuPage 916) Before me, a Nota ub IT c dulycommissioned, qualified and acting personally, appeared James Moore to me well known, who being by me first duly sworn upon oath says that he/she has been authorized to execute the foregoing Performance and Payment Bond (Performance Bond and Payment Bond) on behalf of Contractor named therein in favor of City. Subscribed and sworn to before me this 6th day of April , 20 26 My commission expires: September 20, 2027 sc`''. �bN� ‘r026 Notary Public, State of Illinois at Large Bonded by OFFICIAL SEAL Alexa K Costello NOTAI1Y PUBLIC, STATE OF ILLINOIS My Commission Expires September 20, 2027 ID 1078152 Brickell and Coconut Grove Seawall Improvements - D2 Project No. 40-B233809 BidSafe/RFQ No. 25-26-003 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C PFIILADELPHIA INDEMNITY INSURANCE COMPANY One Bala Plaza, Suite 100 Bala Cynwyd, PA 19004-0950 Power of Attorney KNOW ALL PERSONS BY THESE PRESENTS: That PHILADELPHIA INDEMNITY INSURANCE COMPANY (the Company), a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, dots hereby constitute and appoint Stephen Kamer, James Moore, and Melissa Schmidt of HUB International Midwest limited its true and lawful Attorney -in -fact with full authority to execute on its behalf bonds, undertakings, recognizances and other contracts ni' indemnity and writings obligatory in the nature thereof, issued in the course of its business and to bind the Company thereby, in an amount not to exceed $50,000,000, This Power of Attorney is granted and is signed and scaled by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of PHILADELPHIA INDEMNITY INSURANCE COMPANY on the 14"` of November 2016. RESOLVED: That the Roard of Directors hereby authorizes the President or any Vice President ol'the Company: (I) Appoint Attorney(s) in Fact and authorize the Attorney(s) in Fact to execute on behalf of the Company bonds and undertakings, contracts of indemnity and other writings obligatory in the nature awn: rfand to attach the scat attic Company thereto: and (2) to remove, at any time, any such Attorney -in -Fact and revoke the authority given. And, be it FURTI-IER RESOLVED: That the signatures of such officers and the scal of the Company may be affixed to any such Power of Attorney or certificate relating thereto by facsimile, and any such Power of Attorney so executed and certified by Facsimile signatures and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached INTESTIMONY WHEREOF, PHILADELPHIA INDEMNITY INSURANCE COMPANY IIAS CAUSED THIS INSTRUMENT TO BE SIGNED AND ITS CORPORATE. SEALTO BE AFFIXED BY IT'S AUTHORIZED OFFICE THIS 5TH DAY OF OCTOBER 2024. (Seal) P�. On this 5"' day of October. 2024 before Inc came the individual who executed the preceding instrument, to me personally known, and being by me duly sworn said that he is the therein described and authorized officer of the PHILADELPHIA INDEMNITY INSURANCE COMPANY: That the seal affixed to said instrument is the Corporate seal of said Company; that the said Corporate Seal and his signature were duly affixed. Cammanwealth et Pennsylvania. Notary Seal Vanessa Mckenzie, NataryPublic DeiawareCaunty My commIseion expires November 3, 2028 Camrtsisston number 1366334 plemaer. vargiyNa, a ASSOels55Qn of flatiron Notary Public: John GIoinb, President & CEO Philadelphia indemnity Insurance Company `t%n ea r� Yrz.{sz residing at, Linwood, PA My commission expires: November 3, 2028 1, Edward Sayago- Corporate Secretary of PFIILADELPI-IJA INDEMNITY INSURANCE COMPANY, do hereby certify that the foregoing resolution of the Board of Directors and the Power of Attorney issued pursuant thereto on the 5' day October 2024 are true and correct and are still in full force and effect, 1 do further certify that John Glolnb, who executed the Power of Attorney as President, was on the date of execution of the attached Power of Attorney the duly elected President of PIIRA DELPFIIA INDEMNITY INSURANCE COMPANY, In Testimony Whereofl have subscribed my name and affixed the facsimile seal of each Company this 6th] day of April Edward Sayago, Corporate Secretary PHILADELPHIA INDEMNIFY INSURANCE COMPANY 2026. Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C From: To: Subject: Date: Attachments: Gomez Jr., Francisco (Frank) Caseres. Luis; Quevedo, Terry; Aviles, Yesenia RE: BidSafe/RFQ No. 25-26-003 Brickell and Coconut Grove Seawall Improvements Tuesday, April 7, 2026 12:22:08 PM image003.pnq image011.pnq image012.pnq image013.pnq image014.pnq image016.pnq Yes, previously approved. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management 14 N.E. lstAvenue 2nd Floor Miami, Florida 33132 1\ri- 0(031" es`\*bozeri- (305) 416-1740 Office O43`O A (305) 416-1760 Fax '� fgomez@a miamigZ` "Serving, Enhancing, and Transforming our Community" From: Caseres, Luis <Lcaseres@miamigov.com> Sent: Tuesday, April 7, 2026 12:21 PM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Quevedo, Terry <TQuevedo@miamigov.com>; Aviles, Yesenia <YAviles@miamigov.com> Subject: RE: BidSafe/RFQ No. 25-26-003 Brickell and Coconut Grove Seawall Improvements Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Hello Luis, The P&PB is acceptable to Risk. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management 14 N.E. 1StAvenue 2nd Floor Miami, Florida 33132 (305) 416-1740 Office (305) 416-1760 Fax fgomez@miamigov.com s 0/61/ oJe KNO �cO "Serving, Enhancing,Vforming our Cammunity" From: Caseres, Luis <LcaseresPmiamigov.com> Sent: Tuesday, April 7, 2026 12:02 PM To: Gomez Jr., Francisco (Frank) <FGomezPmiamigov.com>; Quevedo, Terry <TQuevedoPmiamigov.com>; Aviles, Yesenia <YAvilesPmiamigov.com> Subject: FW: BidSafe/RFQ No. 25-26-003 Brickell and Coconut Grove Seawall Improvements Good afternoon, Please review and approve attached COI and P&PB. Best regards, LL,wa- Cc./seres- Construction Procurement Assistant Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION Standard Grant Agreement This Agreement is entered into between the Parties named below, pursuant to Section 215.971, Florida Statutes: 1. Project Title (Project): Agreement Number: Brickell and Coconut Grove Seawalls Project 22FRP61 2. Parties State of Florida Department of Environmental Protection, 3900 Commonwealth Boulevard Tallahassee, Florida 32399-3000 (Department) Grantee Name: City of Miami Entity Type: Local Government Grantee Address: 444 SW 2nd Avenue, 5th Floor, Miami, Florida 33130 FEID: 59-6000375 (Grantee) 3. Agreement Begin Date: Upon Execution Date of Expiration: 09/30/2026 4. Project Number: FRP061 (If different from Agreement Number) Project Location(s): 25.72944485 /-80.23678871 Project Description: The Brickell and Coconut Grove Seawalls project includes the design, permitting, and construction of tour seawalls in Brickell and Coconut Grove, which is part of a larger Citywide seawall initiative to armor Miami's shoreline. 5. Total Amount of Funding: $ 829,264.50 Funding Source? Award #s or Line Item Appropriations: Amount per Source(s): ❑ State 0 Federal 152-D22 $ 829,264.50 ❑ State ❑ Federal $ 0 Grantee Match $ 829,264.50 Total Amount of Funding + Grantee Match, if any: $ 1,658,529.00 6. Department's Grant Manager Name: Deneka Smith or successor Address: Resilient Florida Program 2600 Blair Stone Road, MS235 Tallahassee, Florida 32399 Phone: 850-245-2171 Email: deneka.smith@FloridaDEP.gov Grantee's Grant Manager Name: Juvenal Santana, P.E., C.F.M or successor Address: 444 SW 2nd Avenue Miami, Florida 33130 Phone: 305-416-1218 Email: jsantana@miamigov.com 7. The Parties agree to comply with the terms and conditions incomorated by reference: of the following attachments and exhibits which are hereby 0 Attachment 1: Standard Terms and Conditions Applicable to All Grants Agreements 0 Attachment 2: Special Terms and Conditions 0 Attachment 3: Grant Work Plan 0 Attachment 4: Public Records Requirements 0 Attachment 5: Special Audit Requirements 0 Attachment 6: Program -Specific Requirements ❑ Attachment 7: Grant Award Terms (Federal) *Copy available at https://facts.tldfis.com in accordance with §2I5.985, F.S. 0 Attachment 8: Federal Regulations and Terms (Federal) ❑ Additional Attachments (if necessary): 0 Exhibit A: Progress Report Form ❑ Exhibit B: Property Reporting Form 0 Exhibit C: Payment Request Summary Form ❑ Exhibit D: Quality Assurance Requirements ❑ Exhibit E: Advance Payment Terms and Interest Earned Memo ❑ Exhibit J: Common Carrier or Contracted Carrier Attestation Form PUR1808 ❑x Additional Exhibits (if necessary): Exhibit F: Final Report Form, Exhibit G: Photographer Release Form, and Exhibit H: Contractual Services Certification DEP Agreement No. 22FRP61 Rev. 10/18/22 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 8. 1 Federal Award Identification Number(s) (FAIN): SLFRP0125 Federal Award Date to Department: 2/4/2022 Total Federal Funds Obligated by this Agreement: $829,264.50 Federal Awarding Agency: U.S. Department of Treasury Award R&D? ❑ Yes ON/A IN WITNESS WHEREOF, this Agreement shall be effective on the date indicated by the Agreement Begin Date above or the last date signed below, whichever is later. City of Miami By GRANTEE ////////PLEASE SEE SIGNATURE PAGE BELOW/////// (Authorized Signature) Arthur Noriega V., City Manager Date Signed Print Name and Title of Person Si: in. State of Florida Department of Environmental Protection DEPARTMENT By "_w 8/2/2023 Secretary or Designee Date Signed Alex Reed, Director of the Office of Resilience and Coastal Protection Print Name and Title of Person Signing 0 Additional signatures attached on separate page. DEP Agreement No. 22FRP61 Rev. 10/18/22 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C ATTEST: Clerk Date: 1 16 (a.-Lv3 APPROVED AS TO FORM AND CORRECTNESS: Victoria Mendez City Attorney CITY OF MIAMI, a municipal corporation of the St • to of Florida By: Arthur Noriega V, City Manager Date: APPROVED AS TO INSURANCE REQUIREMENTS: Date; 20 signed by puevedo,Terry j{1.f1//J Q u eved o, Terry Date; 3.aszs y Obeyed°,Te f/ w/ 7/5/23 Inc. 22-3354 Ann -Marie Sharpe, Director Date: Risk Management Counterparts and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other electronic 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. DEP Agreement No. 22FRP61 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C �F. ORCP Additional Signatures DEP Grant ager, Ashley Larson EP Q Reviewer, Hanna Tillotson Grantee may add additional signatures below, if needed. Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C FLORIDA DEPARTMENT OF Environmental Protection Bob Martinez Center 2600 Blair Stone Road Tallahassee, FL 32399-2400 Memorandum Ron DeSantis Governor Jeanette Nunez Lt. Governor Shawn Hamilton Secretary TO: Resilient Florida Program Fiscal Year 2021-2022 Statewide Flooding and Sea Level Rise Resilience Plan Implementation Project Award Grantees FROM: Hanna Tillotson, Grants Administrator, Resilient Florida Program SUBJECT: 22FRP Department Grant Manager Delegation DATE: July 12, 2023 Greetings, This memorandum serves to clarify communications between grantees and the Department grant manager for 22FRP grants awarded by the Resilient Florida Program during fiscal year 2021/2022. The Department grant manager is hereby delegated to the delegate listed below: Department Grant Manager _ Delegate Ashley Larson Alexsis Fleener Note: The Department Grant Manager is identified on the Standard Grant Agreement, page 1 of grant agreement. All communication regarding your 22FRP grant should be with the delegate, with the exception of submitting payment requests. Please submit all payment requests to ResilientFloridaGrants FloridaDEP.. ov. Refer to Exhibit C for instructions. Note: If a consultant or representative is managing the 22FRP grant on behalf of the Grantee grant manager, then authorization to do so must be provided in writing to the delegated grant manager. Please contact your delegated grant manager with all questions regarding your 22FRP grant. Contact information: Alexsis Fleener Alexsis. E. Fleener(O Florida DEP.yov 620-388-0535 Thank you, Resilient Florida Program Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION STANDARD TERMS AND CONDITIONS APPLICABLE TO GRANT AGREEMENTS ATTACHMENT 1 1. Entire Agreement. This Grant Agreement, including any Attachments and Exhibits referred to herein and/or attached hereto (Agreement), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral, with respect to such subject matter. Any terms and conditions included on Grantee's forms or invoices shall be null and void. 2. Grant Administration. a. Order of Precedence. If there are conflicting provisions among the documents that make up the Agreement, the order of precedence for interpretation of the Agreement is as follows: i. Standard Grant Agreement ii. Attachments other than Attachment 1, in numerical order as designated in the Standard Grant Agreement iii. Attachment 1, Standard Terms and Conditions iv. The Exhibits in the order designated in the Standard Grant Agreement b. All approvals, written or verbal, and other written communication among the parties, including all notices, shall be obtained by or sent to the parties' Grant Managers. All written communication shall be by electronic mail, U.S. Mail, a courier delivery service, or delivered in person. Notices shall be considered delivered when reflected by an electronic mail read receipt, a courier service delivery receipt, other mail service delivery receipt, or when receipt is acknowledged by recipient. If the notice is delivered in multiple ways, the notice will be considered delivered at the earliest delivery time. c. If a different Grant Manager is designated by either party after execution of this Agreement, notice of the name and contact information of the new Grant Manager will be submitted in writing to the other party and maintained in the respective parties' records. A change of Grant Manager does not require a formal amendment or change order to the Agreement. d. This Agreement may be amended, through a formal amendment or a change order, only by a written agreement between both parties. A formal amendment to this Agreement is required for changes which cause any of the following: (1) an increase or decrease in the Agreement funding amount; (2) a change in Grantee's match requirements; (3) a change in the expiration date of the Agreement; and/or (4) changes to the cumulative amount of funding transfers between approved budget categories, as defined in Attachment 3, Grant Work Plan, that exceeds or is expected to exceed twenty percent (20%) of the total budget as last approved by Department. A change order to this Agreement may be used when: (1) task timelines within the current authorized Agreement period change; (2) the cumulative transfer of funds between approved budget categories, as defined in Attachment 3, Grant Work Plan, are less than twenty percent (20%) of the total budget as last approved by Department; (3) changing the current funding source as stated in the Standard Grant Agreement; and/or (4) fund transfers between budget categories for the purposes of meeting match requirements. This Agreement may be amended to provide for additional services if additional funding is made available by the Legislature. e. All days in this Agreement are calendar days unless otherwise specified. 3. Agreement Duration. The term of the Agreement shall begin and end on the dates indicated in the Standard Grant Agreement, unless extended or terminated earlier in accordance with the applicable terms and conditions. The Grantee shall be eligible for reimbursement for work performed on or after the date of execution through the expiration date of this Agreement, unless otherwise specified in Attachment 2, Special Terms and Conditions. However, work performed prior to the execution of this Agreement may be reimbursable or used for match purposes if permitted by the Special Terms and Conditions. Attachment 1 1 of 12 Rev. 11/14/2022 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 4. Deliverables. The Grantee agrees to render the services or other units of deliverables as set forth in Attachment 3, Grant Work Plan. The services or other units of deliverables shall be delivered in accordance with the schedule and at the pricing outlined in the Grant Work Plan. Deliverables may be comprised of activities that must be completed prior to Department making payment on that deliverable. The Grantee agrees to perform in accordance with the terms and conditions set forth in this Agreement and all attachments and exhibits incorporated by the Standard Grant Agreement. 5. Performance Measures. The Grantee warrants that: (1) the services will be performed by qualified personnel; (2) the services will be of the kind and quality described in the Grant Work Plan; (3) the services will be performed in a professional and workmanlike manner in accordance with industry standards and practices; (4) the services shall not and do not knowingly infringe upon the intellectual property rights, or any other proprietary rights, of any third party; and (5) its employees, subcontractors, and/or subgrantees shall comply with any security and safety requirements and processes, if provided by Department, for work done at the Project Location(s). The Department reserves the right to investigate or inspect at any time to determine whether the services or qualifications offered by Grantee meet the Agreement requirements. Notwithstanding any provisions herein to the contrary, written acceptance of a particular deliverable does not foreclose Department's remedies in the event deficiencies in the deliverable cannot be readily measured at the time of delivery. 6. Acceptance of Deliverables. a. Acceptance Process. All deliverables must be received and accepted in writing by Department's Grant Manager before payment. The Grantee shall work diligently to correct all deficiencies in the deliverable that remain outstanding, within a reasonable time at Grantee's expense. If Department's Grant Manager does not accept the deliverables within 30 days of receipt, they will be deemed rejected. b. Rejection of Deliverables. The Department reserves the right to reject deliverables, as outlined in the Grant Work Plan, as incomplete, inadequate, or unacceptable due, in whole or in part, to Grantee's lack of satisfactory performance under the terms of this Agreement. The Grantee's efforts to correct the rejected deliverables will be at Grantee's sole expense. Failure to fulfill the applicable technical requirements or complete all tasks or activities in accordance with the Grant Work Plan will result in rejection of the deliverable and the associated invoice. Payment for the rejected deliverable will not be issued unless the rejected deliverable is made acceptable to Department in accordance with the Agreement requirements. The Department, at its option, may allow additional time within which Grantee may remedy the objections noted by Department. The Grantee's failure to make adequate or acceptable deliverables after a reasonable opportunity to do so shall constitute an event of default. 7. Financial Consequences for Nonperformance. a. Withholding Payment. In addition to the specific consequences explained in the Grant Work Plan and/or Special Terms and Conditions, the State of Florida (State) reserves the right to withhold payment when the Grantee has failed to perform/comply with provisions of this Agreement. None of the financial consequences for nonperformance in this Agreement as more fully described in the Grant Work Plan shall be considered penalties. b. invoice reduction If Grantee does not meet a deadline for any deliverable, the Department will reduce the invoice by 1% for each day the deadline is missed, unless an extension is approved in writing by the Department. c. Corrective Action Plan. if Grantee fails to correct all the deficiencies in a rejected deliverable within the specified timeframe, Department may, in its sole discretion, request that a proposed Corrective Action Plan (CAP) be submitted by Grantee to Department. The Department requests that Grantee specify the outstanding deficiencies in the CAP. All CAPs must be able to be implemented and performed in no more than sixty (60) calendar days. i. The Grantee shall submit a CAP within ten (10) days of the date of the written request from Department. The CAP shall be sent to the Department's Grant Manager for review and approval. Within ten (10) days of receipt of a CAP, Department shall notify Grantee in writing whether the CAP proposed has been accepted. if the CAP is not accepted, Grantee shall have ten (10) days from receipt of Department letter rejecting the proposal to submit a revised proposed CAP. Failure to obtain Department approval of a CAP as specified above may result in Department's termination of this Agreement for cause as authorized in this Agreement. ii. Upon Department's notice of acceptance of a proposed CAP, Grantee shall have ten (10) days to commence implementation of the accepted plan. Acceptance of the proposed CAP by Department does not relieve Grantee of any of its obligations under the Agreement. In the event the CAP fails to correct or eliminate performance deficiencies by Grantee, Department shall retain the right to Attachment 1 2 of 12 Rev. 11/14/2022 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C require additional or further remedial steps, or to terminate this Agreement for failure to perform. No actions approved by Department or steps taken by Grantee shall preclude Department from subsequently asserting any deficiencies in performance. The Grantee shall continue to implement the CAP until all deficiencies are corrected. Reports on the progress of the CAP will be made to Department as requested by Department's Grant Manager. iii. Failure to respond to a Department request for a CAP or failure to correct a deficiency in the performance of the Agreement as specified by Department may result in termination of the Agreement. S. Payment. a. Payment Process. Subject to the terms and conditions established by the Agreement, the pricing per deliverable established by the Grant Work Plan, and the billing procedures established by Department, Department agrees to pay Grantee for services rendered in accordance with Section 215.422, Florida Statutes (F.S.). b. Taxes. The Department is exempted from payment of State sales, use taxes and Federal excise taxes. The Grantee, however, shall not be exempted from paying any taxes that it is subject to, including State sales and use taxes, or for payment by Grantee to suppliers for taxes on materials used to fulfill its contractual obligations with Department. The Grantee shall not use Department's exemption number in securing such materials. The Grantee shall be responsible and liable for the payment of all its FICA/Social Security and other taxes resulting from this Agreement. c. Maximum Amount of Agreement. The maximum amount of compensation under this Agreement, without an amendment, is described in the Standard Grant Agreement. Any additional funds necessary for the completion of this Project are the responsibility of Grantee. d. Reimbursement for Costs. The Grantee shall be paid on a cost reimbursement basis for all eligible Project costs upon the completion, submittal, and approval of each deliverable identified in the Grant Work Plan. Reimbursement shall be requested on Exhibit C, Payment Request Summary Form. To be eligible for reimbursement, costs must be in compliance with laws, rules, and regulations applicable to expenditures of State funds, including, but not limited to, the Reference Guide for State Expenditures, which can be accessed at the following web address: https://www.myfloridacfo. com/Division/A A /Manuals/documents/ReferenceGuideforStateExpenditures.pdf. e. invoice Detail. All charges for services rendered or for reimbursement of expenses authorized by Department pursuant to the Grant Work Plan shall be submitted to Department in sufficient detail for a proper pre -audit and post -audit to be performed. The Grantee shall only invoice Department for deliverables that are completed in accordance with the Grant Work Plan. f. Interim Payments. Interim payments may be made by Department, at its discretion, if the completion of deliverables to date have first been accepted in writing by Department's Grant Manager. g. Final Payment Request. A final payment request should be submitted to Department no later than sixty (60) days following the expiration date of the Agreement to ensure the availability of funds for payment. However, all work performed pursuant to the Grant Work Plan must be performed on or before the expiration date of the Agreement. h. Annual Appropriation Contingency. The State's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. This Agreement is not a commitment of future appropriations. Authorization for continuation and completion of work and any associated payments may be rescinded, with proper notice, at the discretion of Department if the Legislature reduces or eliminates appropriations. i. Interest Rates. All interest rates charged under the Agreement shall be calculated on the prevailing rate used by the State Board of Administration. To obtain the applicable interest rate, please refer to: www.myfloridacfo.com/Division/AANendors/default.htm. j. Refund of Payments to the Department. Any balance of unobligated funds that have been advanced or paid must be refunded to Department. Any funds paid in excess of the amount to which Grantee or subgrantee is entitled under the terms of the Agreement must be refunded to Department. if this Agreement is funded with federal funds and the Department is required to refund the federal government, the Grantee shall refund the Department its share of those funds. 9. Documentation Required for Cost Reimbursement Grant Agreements and Match. If Cost Reimbursement or Match is authorized in Attachment 2, Special Terms and Conditions, the following conditions apply. Supporting documentation must be provided to substantiate cost reimbursement or match requirements for the following budget categories: Attachment 1 3 of 12 Rev. 11/14/2022 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C a. Salary/Wages. Grantee shall list personnel involved, position classification, direct salary rates, and hours spent on the Project in accordance with Attachment 3, Grant Work Plan in their documentation for reimbursement or match requirements. b. Overhead/Indirect/General and Administrative Costs. If Grantee is being reimbursed for or claiming match for multipliers, all multipliers used (i.e., fringe benefits, overhead, indirect, and/or general and administrative rates) shall be supported by audit. If Department determines that multipliers charged by Grantee exceeded the rates supported by audit, Grantee shall be required to reimburse such funds to Department within thirty (30) days of written notification. Interest shall be charged on the excessive rate. c. Contractual Costs (Subcontractors). Match or reimbursement requests for payments to subcontractors must be substantiated by copies of invoices with backup documentation identical to that required from Grantee. Subcontracts which involve payments for direct salaries shall clearly identify the personnel involved, salary rate per hour, and hours spent on the Project. All eligible multipliers used (i.e., fringe benefits, overhead, indirect, and/or general and administrative rates) shall be supported by audit. If Department detemines that multipliers charged by any subcontractor exceeded the rates supported by audit, Grantee shall be required to reimburse such funds to Department within thirty (30) days of written notification. Interest shall be charged on the excessive rate. Nonconsumable and/or nonexpendable personal property or equipment costing $5,000 or more purchased for the Project under a subcontract is subject to the requirements set forth in Chapters 273 and/or 274, F.S., and Chapter 691-72, Florida Administrative Code (F.A.C.) and/or Chapter 691-73, F.A.C., as applicable. The Grantee shall be responsible for maintaining appropriate property records for any subcontracts that include the purchase of equipment as part of the delivery of services. The Grantee shall comply with this requirement and ensure its subcontracts issued under this Agreement, if any, impose this requirement, in writing, on its subcontractors. i. For fixed -price (vendor) subcontracts, the following provisions shall apply: The Grantee may award, on a competitive basis, fixed -price subcontracts to consultants/contractors in performing the work described in Attachment 3, Grant Work Plan. Invoices submitted to Department for fixed - price subcontracted activities shall be supported with a copy of the subcontractor's invoice and a copy of the tabulation form for the competitive procurement process (e.g., Invitation to Bid, Request for Proposals, or other similar competitive procurement document) resulting in the fixed -price subcontract. The Grantee may request approval from Department to award a fixed -price subcontract resulting from procurement methods other than those identified above. In this instance, Grantee shall request the advance written approval from Department's Grant Manager of the fixed price negotiated by Grantee. The letter of request shall be supported by a detailed budget and Scope of Services to be performed by the subcontractor. Upon receipt of Department Grant Manager's approval of the fixed -price amount, Grantee may proceed in fmalizing the fixed -price subcontract. ii. If the procurement is subject to the Consultant's Competitive Negotiation Act under section 287.055, F.S. or the Brooks Act, Grantee must provide documentation clearly evidencing it has complied with the statutory or federal requirements. d. Travel. All requests for match or reimbursement of travel expenses shall be in accordance with Section 112.061, F.S. e. Direct Purchase Equipment. For the purposes of this Agreement, Equipment is defined as capital outlay costing $5,000 or more. Match or reimbursement for Grantee's direct purchase of equipment is subject to specific approval of Department, and does not include any equipment purchased under the delivery of services to be completed by a subcontractor. Include copies of invoices or receipts to document purchases, and a properly completed Exhibit B, Property Reporting Form. f. Rental/Lease of Equipment. Match or reimbursement requests for rental/lease of equipment must include copies of invoices or receipts to document charges. g. Miscellaneous/Other Expenses. If miscellaneous or other expenses, such as materials, supplies, non -excluded phone expenses, reproduction, or mailing, are reimbursable or available for match or reimbursement under the terms of this Agreement, the documentation supporting these expenses must be itemized and include copies of receipts or invoices. Additionally, independent of Grantee's contract obligations to its subcontractor, Department shall not reimburse any of the following types of charges: cell phone usage; attorney's fees or court costs; civil or administrative penalties; or handling fees, such as set percent overages associated with purchasing supplies or equipment. h. Land Acquisition. Reimbursement for the costs associated with acquiring interest and/or rights to real property (including access rights through ingress/egress easements, leases, license agreements, or other site access agreements; and/or obtaining record title ownership of real property through purchase) must be supported by the following, as applicable: Copies of Property Appraisals, Environmental Site Assessments, Surveys and Legal Attachment 1 4 of 12 Rev. 11/14/2022 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Descriptions, Boundary Maps, Acreage Certification, Title Search Reports, Title Insurance, Closing Statements/Documents, Deeds, Leases, Easements, License Agreements, or other legal instrument documenting acquired property interest and/or rights. If land acquisition costs are used to meet match requirements, Grantee agrees that those funds shall not be used as match for any other Agreement supported by State or Federal funds. 10. Status Reports. The Grantee shall submit status reports quarterly, unless otherwise specified in the Attachments, on Exhibit A, Progress Report Form, to Department's Grant Manager describing the work performed during the reporting period, problems encountered, problem resolutions, scheduled updates, and proposed work for the next reporting period. Quarterly status reports are due no later than twenty (20) days following the completion of the quarterly reporting period. For the purposes of this reporting requirement, the quarterly reporting periods end on March 31, June 30, September 30 and December 31. The Department will review the required reports submitted by Grantee within thirty (30) days. 11. Retainage. The following provisions apply if Department withholds retainage under this Agreement: a. The Department reserves the right to establish the amount and application of retainage on the work performed under this Agreement up to the maximum percentage described in Attachment 2, Special Terms and Conditions. Retainage may be withheld from each payment to Grantee pending satisfactory completion of work and approval of all deliverables. b. If Grantee fails to perform the requested work, or fails to perform the work in a satisfactory manner, Grantee shall forfeit its right to payment of the retainage associated with the work. Failure to perform includes, but is not limited to, failure to submit the required deliverables or failure to provide adequate documentation that the work was actually performed. The Department shall provide written notification to Grantee of the failure to perform that shall result in retainage forfeiture. If the Grantee does not correct the failure to perform within the timeframe stated in Department's notice, the retainage will be forfeited to Department. c. No retainage shall be released or paid for incomplete work while this Agreement is suspended. d. Except as otherwise provided above, Grantee shall be paid the retainage associated with the work, provided Grantee has completed the work and submits an invoice for retainage held in accordance with the invoicing procedures under this Agreement. 12. Insurance. a. Insurance Requirements for Sub -Grantees and/or Subcontractors. The Grantee shall require its sub -grantees and/or subcontractors, if any, to maintain insurance coverage of such types and with such terms and limits as described in this Agreement. The Grantee shall require all its sub -grantees and/or subcontractors, if any, to make compliance with the insurance requirements of this Agreement a condition of all contracts that are related to this Agreement. Sub -grantees and/or subcontractors must provide proof of insurance upon request. b. Deductibles. The Department shall be exempt from, and in no way liable for, any sums of money representing a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the Grantee providing such insurance. c. Proof of Insurance. Upon execution of this Agreement, Grantee shall provide Department documentation demonstrating the existence and amount for each type of applicable insurance coverage prior to performance of any work under this Agreement. Upon receipt of written request from Department, Grantee shall furnish Department with proof of applicable insurance coverage by standard form certificates of insurance, a self - insured authorization, or other certification of self-insurance. d. Duty to Maintain Coverage. In the event that any applicable coverage is cancelled by the insurer for any reason, or if Grantee cannot get adequate coverage, Grantee shall immediately notify Department of such cancellation and shall obtain adequate replacement coverage conforming to the requirements herein and provide proof of such replacement coverage within ten (10) days after the cancellation of coverage. e. Insurance Trust. If the Grantee's insurance is provided through an insurance trust, the Grantee shall instead add the Department of Environmental Protection, its employees, and officers as an additional covered party everywhere the Agreement requires them to be added as an additional insured. 13. Termination. a. Termination for Convenience. When it is in the State's best interest, Department may, at its sole discretion, terminate the Agreement in whole or in part by giving 30 days' written notice to Grantee. The Department shall notify Grantee of the termination for convenience with instructions as to the effective date of termination or the specific stage of work at which the Agreement is to be terminated. The Grantee must submit all invoices for work to be paid under this Agreement within thirty (30) days of the effective date of termination. The Department shall not pay any invoices received after thirty (30) days of the effective date of termination. Attachment 1 5 of 12 Rev. 11/14/2022 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C b. Termination for Cause. The Department may terminate this Agreement if any of the events of default described in the Events of Default provisions below occur or in the event that Grantee fails to fulfill any of its other obligations under this Agreement. If, after termination, it is determined that Grantee was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of Department. The rights and remedies of Department in this clause are in addition to any other rights and remedies provided by law or under this Agreement. c. Grantee Obligations upon Notice of Termination. After receipt of a notice of termination or partial termination unless as otherwise directed by Department, Grantee shall not furnish any service or deliverable on the date, and to the extent specified, in the notice. However, Grantee shall continue work on any portion of the Agreement not terminated. If the Agreement is terminated before performance is completed, Grantee shall be paid only for that work satisfactorily performed for which costs can be substantiated. The Grantee shall not be entitled to recover any cancellation charges or lost profits. d. Continuation of Prepaid Services. If Department has paid for any services prior to the expiration, cancellation, or termination of the Agreement, Grantee shall continue to provide Department with those services for which it has already been paid or, at Department's discretion, Grantee shall provide a refund for services that have been paid for but not rendered. e. Transition of Services Upon Termination, Expiration, or Cancellation of the Agreement. If services provided under the Agreement are being transitioned to another provider(s), Grantee shall assist in the smooth transition of Agreement services to the subsequent provider(s). This requirement is at a minimum an affirmative obligation to cooperate with the new provider(s), however additional requirements may be outlined in the Grant Work Plan. The Grantee shall not perform any services after Agreement expiration or termination, except as necessary to complete the transition or continued portion of the Agreement, if any. 14. Notice of Default. If Grantee defaults in the performance of any covenant or obligation contained in the Agreement, including, any of the events of default, Department shall provide notice to Grantee and an opportunity to cure that is reasonable under the circumstances. This notice shall state the nature of the failure to perform and provide a time certain for correcting the failure. The notice will also provide that, should the Grantee fail to perform within the time provided, Grantee will be found in default, and Department may terminate the Agreement effective as of the date of receipt of the default notice. 15. Events of Default. Provided such failure is not the fault of Department or outside the reasonable control of Grantee, the following non- exclusive list of events, acts, or omissions, shall constitute events of default: a. The commitment of any material breach of this Agreement by Grantee, including failure to timely deliver a material deliverable, failure to perform the minimal level of services required for a deliverable, discontinuance of the performance of the work, failure to resume work that has been discontinued within a reasonable time after notice to do so, or abandonment of the Agreement; b. The commitment of any material misrepresentation or omission in any materials, or discovery by the Department of such, made by the Grantee in this Agreement or in its application for funding; c. Failure to submit any of the reports required by this Agreement or having submitted any report with incorrect, incomplete, or insufficient information; d. Failure to honor any term of the Agreement; e. Failure to abide by any statutory, regulatory, or licensing requirement, including an entry of an order revoking the certificate of authority granted to the Grantee by a state or other licensing authority; f. Failure to pay any and all entities, individuals, and furnishing labor or materials, or failure to make payment to any other entities as required by this Agreement; g. Employment of an unauthorized alien in the performance of the work, in violation of Section 274 (A) of the Immigration and Nationality Act; h. Failure to maintain the insurance required by this Agreement; i. One or more of the following circumstances, uncorrected for more than thirty (30) days unless, within the specified 30-day period, Grantee (including its receiver or trustee in bankruptcy) provides to Department adequate assurances, reasonably acceptable to Department, of its continuing ability and willingness to fulfill its obligations under the Agreement: i. Entry of an order for relief under Title 11 of the United States Code; ii. The making by Grantee of a general assignment for the benefit of creditors; iii. The appointment of a general receiver or trustee in bankruptcy of Grantee's business or property; and/or Attachment 1 6 of 12 Rev. 11/14/2022 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C iv. An action by Grantee under any state insolvency or similar law for the purpose of its bankruptcy, reorganization, or liquidation. 16. Suspension of Work. The Department may, in its sole discretion, suspend any or all activities under the Agreement, at any time, when it is in the best interest of the State to do so. The Department shall provide Grantee written notice outlining the particulars of suspension. Examples of reasons for suspension include, but are not limited to, budgetary constraints, declaration of emergency, or other such circumstances. After receiving a suspension notice, Grantee shall comply with the notice. Within 90 days, or any longer period agreed to by the parties, Department shall either: (1) issue a notice authorizing resumption of work, at which time activity shall resume; or (2) terminate the Agreement. If the Agreement is terminated after 30 days of suspension, the notice of suspension shall be deemed to satisfy the thirty (30) days' notice required for a notice of termination for convenience. Suspension of work shall not entitle Grantee to any additional compensation. 17. Force Majeure. The Grantee shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of Grantee or its employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond Grantee's control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to Grantee. In case of any delay Grantee believes is excusable, Grantee shall notify Department in writing of the delay or potential delay and describe the cause of the delay either (1) within ten days after the cause that creates or will create the delay first arose, if Grantee could reasonably foresee that a delay could occur as a result; or (2) if delay is not reasonably foreseeable, within five days after the date Grantee first had reason to believe that a delay could result. THE FOREGOING SHALL CONSTITUTE THE GRANTEE'S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages, other than for an extension of time, shall be asserted against Department. The Grantee shall not be entitled to an increase in the Agreement price or payment of any kind from Department for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after the causes have ceased to exist Grantee shall perform at no increased cost, unless Department determines, in its sole discretion, that the delay will significantly impair the value of the Agreement to Department, in which case Department may: (1) accept allocated performance or deliveries from Grantee, provided that Grantee grants preferential treatment to Department with respect to products subjected to allocation; (2) contract with other sources (without recourse to and by Grantee for the related costs and expenses) to replace all or part of the products or services that are the subject of the delay, which purchases may be deducted from the Agreement quantity; or (3) terminate Agreement in whole or in part. 18. Indemnification. a. The Grantee shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall fully indemnify, defend, and hold harmless Department and its officers, agents, and employees, from suits, actions, damages, and costs of every name and description arising from or relating to: i. personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by Grantee, its agents, employees, partners, or subcontractors; provided, however, that Grantee shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of Department; ii. the Grantee's breach of this Agreement or the negligent acts or omissions of Grantee. b. The Grantee's obligations under the preceding paragraph with respect to any legal action are contingent upon Department giving Grantee: (1) written notice of any action or threatened action; (2) the opportunity to take over and settle or defend any such action at Grantee's sole expense; and (3) assistance in defending the action at Grantee's sole expense. The Grantee shall not be liable for any cost, expense, or compromise incurred or made by Department in any legal action without Grantee's prior written consent, which shall not be unreasonably withheld. c. Notwithstanding sections a. and b. above, the following is the sole indemnification provision that applies to Grantees that are governmental entities: Each party hereto agrees that it shall be solely responsible for the negligent or wrongful acts of its employees and agents. However, nothing contained herein shall constitute a waiver by either party of its sovereign immunity or the provisions of Section 768.28, F.S. Further, nothing herein shall be construed as consent by a state agency or subdivision of the State to be sued by third parties in any matter arising out of any contract or this Agreement. Attachment 1 7 of 12 Rev. 11/14/2022 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C d. No provision in this Agreement shall require Department to hold harmless or indemnify Grantee, insure or assume liability for Grantee's negligence, waive Department's sovereign immunity under the laws of Florida, or otherwise impose liability on Department for which it would not otherwise be responsible. Any provision, implication or suggestion to the contrary is null and void. 19. Limitation of Liability. The Department's liability for any claim arising from th is Agreement is limited to compensatory damages in an amount no greater than the sum of the unpaid balance of compensation due for goods or services rendered pursuant to and in compliance with the terms of the Agreement. Such liability is further limited to a cap of $100,000. 20. Remedies. Nothing in this Agreement shall be construed to make Grantee liable for force majeure events. Nothing in this Agreement, including financial consequences for nonperformance, shall limit Department's right to pursue its remedies for other types of damages under the Agreement, at law or in equity. The Department may, in addition to other remedies available to it, at law or in equity and upon notice to Grantee, retain such monies from amounts due Grantee as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against it. 21. Waiver. The delay or failure by Department to exercise or enforce any of its rights under this Agreement shall not constitute or be deemed a waiver of Department's right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. 22. Statutory Notices Relating to Unauthorized Employment and Subcontracts. a. The Department shall consider the employment by any Grantee of unauthorized aliens a violation of Section 274A(e) of the immigration and Nationality Act. If Grantee/subcontractor knowingly employs unauthorized aliens, such violation shall be cause for unilateral cancellation of this Agreement. The Grantee shall be responsible for including this provision in all subcontracts with private organizations issued as a result of this Agreement. b. Pursuant to Sections 287.133, 287.134, and 287.137 F.S., the following restrictions apply to persons placed on the convicted vendor list, discriminatory vendor list, or the antitrust violator vendor list: i. Public Entity Crime. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a Grantee, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, F.S., for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. ii. Discriminatory Vendors. An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity. iii. Antitrust Violator Vendors. A person or an affiliate who has been placed on the antitrust violator vendor list following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply on any contract to provide any good or services to a public entity; may not submit a bid, proposal, or reply on any contract with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on leases of real property to a public entity; may not be awarded or perform work as a Grantee, supplier, subcontractor, or consultant under a contract with a public entity; and may not transact new business with a public entity. iv. Notification. The Grantee shall notify Department if it or any of its suppliers, subcontractors, or consultants have been placed on the convicted vendor list, the discriminatory vendor list, or antitrust violator vendor list during the life of the Agreement. The Florida Department of Management Services is responsible for maintaining the discriminatory vendor list and the antitrust violator vendor list and posts the list on its website. Questions regarding the discriminatory vendor list or antitrust violator vendor list may be directed to the Florida Department of Management Services, Office of Supplier Diversity, at (850) 487-0915. Attachment 1 8 of 12 Rev. 11/14/2022 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 23. Compliance with Federal, State and Local Laws. a. The Grantee and all its agents shall comply with all federal, state and local regulations, including, but not limited to, nondiscrimination, wages, social security, workers' compensation, licenses, and registration requirements. The Grantee shall include this provision in all subcontracts issued as a result of this Agreement. b. No person, on the grounds of race, creed, color, religion, national origin, age, gender, or disability, shall be excluded from participation in; be denied the proceeds or benefits of; or be otherwise subjected to discrimination in performance of this Agreement. c. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. d. Any dispute concerning performance of the Agreement shall be processed as described herein. Jurisdiction for any damages arising under the terms of the Agreement will be in the courts of the State, and venue will be in the Second Judicial Circuit, in and for Leon County. Except as otherwise provided by law, the parties agree to be responsible for their own attorney fees incurred in connection with disputes arising under the terms of this Agreement. 24. Build America, Buy America Act (BABA) - Infrastructure Projects with Federal Funding. This provision does not apply to Agreements that are wholly funded by Coronavirus State and Local Fiscal Recovery Funds under the American Rescue Plan Act. Also, this provision does not apply where there is a valid waiver in place. However, the provision may apply to funds expended before the waiver or after expiration of the waiver. If applicable, Recipients or Subrecipients of an award of Federal financial assistance from a program for infrastructure are required to comply with the Build America, Buy America Act (BABA), including the following provisions: a. All iron and steel used in the project are produced in the United States --this means all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States; b. All manufactured products used in the project are produced in the United States -this means the manufactured product was manufactured in the United States; and the cost of the components of the manufactured product that are mined, produced, or manufactured in the United States is greater than 55 percent of the total cost of all components of the manufactured product, unless another standard for determining the minimum amount of domestic content of the manufactured product has been established under applicable law or regulation; and c. All construction materials are manufactured in the United States -this means that all manufacturing processes for the construction material occurred in the United States. The Buy America preference only applies to articles, materials, and supplies that are consumed in, incorporated into, or affixed to an infrastructure project. As such, it does not apply to tools, equipment, and supplies, such as temporary scaffolding, brought to the construction site and removed at or before the completion of the infrastructure project. Nor does a Buy America preference apply to equipment and furnishings, such as movable chairs, desks, and portable computer equipment, that are used at or within the finished infrastructure project but are not an integral part of the structure or permanently affixed to the infrastructure project. 25. Scrutinized Companies. a. Grantee certifies that it is not on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel. Pursuant to Section 287.135, F.S., the Department may immediately terminate this Agreement at its sole option if the Grantee is found to have submitted a false certification; or if the Grantee is placed on the Scrutinized Companies that Boycott Israel List or is engaged in the boycott of Israel during the term of the Agreement. b. If this Agreement is for more than one million dollars, the Grantee certifies that it is also not on the Scrutinized Companies with Activities in Sudan, Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged with business operations in Cuba or Syria as identified in Section 287.135, F.S. Pursuant to Section 287.135, F.S., the Department may immediately terminate this Agreement at its sole option if the Grantee is found to have submitted a false certification; or if the Grantee is placed on the Scrutinized Companies with Activities in Sudan List, or Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged with business operations in Cuba or Syria during the term of the Agreement. c. As provided in Subsection 287.135(8), F.S., if federal law ceases to authorize these contracting prohibitions then they shall become inoperative. 26. Lobbying and Integrity. The Grantee agrees that no funds received by it under this Agreement will be expended for the purpose of lobbying the Legislature or a State agency pursuant to Section 216.347, F.S., except that pursuant to the requirements of Section Attachment 1 9 of 12 Rev. 11/14/2022 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 287.058(6), F.S., during the term of any executed agreement between Grantee and the State, Grantee may lobby the executive or legislative branch concerning the scope of services, performance, term, or compensation regarding that agreement. The Grantee shall comply with Sections 11.062 and 216.347, F.S. 27. Record Keeping. The Grantee shall maintain books, records and documents directly pertinent to performance under this Agreement in accordance with United States generally accepted accounting principles (US GAAP) consistently applied. The Department, the State, or their authorized representatives shall have access to such records for audit purposes during the term of this Agreement and for five (5) years following the completion date or termination of the Agreement. In the event that any work is subcontracted, Grantee shall similarly require each subcontractor to maintain and allow access to such records for audit purposes. Upon request of Department's Inspector General, or other authorized State official, Grantee shall provide any type of information the Inspector General deems relevant to Grantee's integrity or responsibility. Such information may include, but shall not be limited to, Grantee's business or financial records, documents, or files of any type or form that refer to or relate to Agreement. The Grantee shall retain such records for the longer of: (1) three years after the expiration of the Agreement; or (2) the period required by the General Records Schedules maintained by the Florida Department of State (available at: http://dos.myflorida.com/library-archives/records-management/general-records-schedul es/). 28. Audits. a. inspector General. The Grantee understands its duty, pursuant to Section 20.055(5), F.S., to cooperate with the inspector general in any investigation, audit, inspection, review, or hearing. The Grantee will comply with this duty and ensure that its sub -grantees and/or subcontractors issued under this Agreement, if any, impose this requirement, in writing, on its sub -grantees and/or subcontractors, respectively. b. Physical Access and Inspection. Department personnel shall be given access to and may observe and inspect work being performed under this Agreement, with reasonable notice and during normal business hours, including by any of the following methods: i. Grantee shall provide access to any location or facility on which Grantee is performing work, or storing or staging equipment, materials or documents; ii. Grantee shall permit inspection of any facility, equipment, practices, or operations required in performance of any work pursuant to this Agreement; and, iii. Grantee shall allow and facilitate sampling and monitoring of any substances, soils, materials or parameters at any location reasonable or necessary to assure compliance with any work or legal requirements pursuant to this Agreement. c. Special Audit Requirements. The Grantee shall comply with the applicable provisions contained in Attachment 5, Special Audit Requirements. Each amendment that authorizes a funding increase or decrease shall include an updated copy of Exhibit 1, to Attachment 5. If Department fails to provide an updated copy of Exhibit 1 to include in each amendment that authorizes a funding increase or decrease, Grantee shall request one from the Department's Grants Manager. The Grantee shall consider the type of financial assistance (federal and/or state) identified in Attachment 5, Exhibit 1 and determine whether the terms of Federal and/or Florida Single Audit Act Requirements may further apply to lower tier transactions that may be a result of this Agreement. For federal financial assistance, Grantee shall utilize the guidance provided under 2 CFR §200.33 1 for determining whether the relationship represents that of a subrecipient or vendor. For State financial assistance, Grantee shall utilize the form entitled "Checklist for Nonstate Organizations Recipient/Subrecipient vs Vendor Determination" (form number DFS-A2-NS) that can be found under the `'Links/Forms" section appearing at the following website: https:\\apps.fldfs.com\fsaa. d. Proof of Transactions. In addition to documentation provided to support cost reimbursement as described herein, Department may periodically request additional proof of a transaction to evaluate the appropriateness of costs to the Agreement pursuant to State guidelines (including cost allocation guidelines) and federal, if applicable. Allowable costs and uniform administrative requirements for federal programs can be found under 2 CFR 200. The Department may also request a cost allocation plan in support of its multipliers (overhead, indirect, general administrative costs, and fringe benefits). The Grantee must provide the additional proof within thirty (30) days of such request. e. No Commingling of Funds. The accounting systems for all Grantees must ensure that these funds are not commingled with funds from other agencies. Funds from each agency must be accounted for separately. Grantees are prohibited from commingling funds on either a program -by -program or a project -by -project basis. Funds specifically budgeted and/or received for one project may not be used to support another project. Where a Grantee's, or subrecipient's, accounting system cannot comply with this requirement, Grantee, or subrecipient, shall establish a system to provide adequate fund accountability for each project it has been awarded. Attachment 1 10 of 12 Rev. 11/14/2022 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C i. If Department finds that these funds have been commingled, Department shall have the right to demand a refund, either in whole or in part, of the funds provided to Grantee under this Agreement for non-compliance with the material terms of this Agreement. The Grantee, upon such written notification from Department shall refund, and shall forthwith pay to Department, the amount of money demanded by Department. Interest on any refund shall be calculated based on the prevailing rate used by the State Board of Administration. Interest shall be calculated from the date(s) the original payment(s) are received from Department by Grantee to the date repayment is made by Grantee to Department. ii. In the event that the Grantee recovers costs, incurred under this Agreement and reimbursed by Department, from another source(s), Grantee shall reimburse Department for all recovered funds originally provided under this Agreement and interest shall be charged for those recovered costs as calculated on from the date(s) the payment(s) are recovered by Grantee to the date repayment is made to Department. iii. Notwithstanding the requirements of this section, the above restrictions on commingling funds do not apply to agreements where payments are made purely on a cost reimbursement basis. 29. Conflict of Interest. The Grantee covenants that it presently has no interest and shall not acquire any interest which would conflict in any manner or degree with the performance of services required. 30. Independent Contractor. The Grantee is an independent contractor and is not an employee or agent of Department. 31. Subcontracting. a. Unless otherwise specified in the Special Terms and Conditions, all services contracted for are to be performed solely by Grantee. b. The Department may, for cause, require the replacement of any Grantee employee, subcontractor, or agent. For cause, includes, but is not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with an applicable Department policy or other requirement. c. The Department may, for cause, deny access to Department's secure information or any facility by any Grantee employee, subcontractor, or agent. d. The Department's actions under paragraphs b. or c. shall not relieve Grantee of its obligation to perform all work in compliance with the Agreement. The Grantee shall be responsible for the payment of all monies due under any subcontract. The Department shall not be liable to any subcontractor for any expenses or liabilities incurred under any subcontract and Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred under any subcontract. e. The Department will not deny Grantee's employees, subcontractors, or agents access to meetings within the Department's facilities, unless the basis of Department's denial is safety or security considerations. f. The Department supports diversity in its procurement program and requests that all subcontracting opportunities afforded by this Agreement embrace diversity enthusiastically. The award of subcontracts should reflect the full diversity of the citizens of the State. A list of minority -owned firms that could be offered subcontracting opportunities may be obtained by contacting the Office of Supplier Diversity at (850) 487-0915. g. The Grantee shall not be liable for any excess costs for a failure to perform, if the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is completely beyond the control of both Grantee and the subcontractor(s), and without the fault or negligence of either, unless the subcontracted products or services were obtainable from other sources in sufficient time for Grantee to meet the required delivery schedule. 32. Guarantee of Parent Company. If Grantee is a subsidiary of another corporation or other business entity, Grantee asserts that its parent company will guarantee all of the obligations of Grantee for purposes of fulfilling the obligations of Agreement. In the event Grantee is sold during the period the Agreement is in effect, Grantee agrees that it will be a requirement of sale that the new parent company guarantee all of the obligations of Grantee. 33. Survival. The respective obligations of the parties, which by their nature would continue beyond the termination or expiration of this Agreement, including without limitation, the obligations regarding confidentiality, proprietary interests, and public records, shall survive termination, cancellation, or expiration of this Agreement. 34. Third Parties. The Department shall not be deemed to assume any liability for the acts, failures to act or negligence of Grantee, its agents, servants, and employees, nor shall Grantee disclaim its own negligence to Department or any third party. This Attachment 1 11 of 12 Rev. 11/14/2022 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties. If Department consents to a subcontract, Grantee will specifically disclose that this Agreement does not create any third - party rights. Further, no third parties shall rely upon any of the rights and obligations created under this Agreement. 35. Severability. If a court of competent jurisdiction deems any term or condition herein void or unenforceable, the other provisions are severable to that void provision, and shall remain in full force and effect. 36. Grantee's Employees, Subcontractors and Agents. All Grantee employees, subcontractors, or agents performing work under the Agreement shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee shall furnish a copy of technical certification or other proof of qualification. All employees, subcontractors, or agents performing work under Agreement must comply with all security and administrative requirements of Department and shall comply with all controlling laws and regulations relevant to the services they are providing under the Agreement. 37. Assignment. The Grantee shall not sell, assign, or transfer any of its rights, duties, or obligations under the Agreement, or under any purchase order issued pursuant to the Agreement, without the prior written consent of Department. In the event of any assignment, Grantee remains secondarily liable for performance of the Agreement, unless Department expressly waives such secondary liability. The Department may assign the Agreement with prior written notice to Grantee of its intent to do so. 38. Compensation Report. If this Agreement is a sole -source, public -private agreement or if the Grantee, through this agreement with the State, annually receive 50% or more of their budget from the State or from a combination of State and Federal funds, the Grantee shall provide an annual report, including the most recent IRS Form 990, detailing the total compensation for the entities' executive leadership teams. Total compensation shall include salary, bonuses, cashed -in leave, cash equivalents, severance pay, retirement benefits, deferred compensation, real -property gifts, and any other payout. The Grantee must also inform the Department of any changes in total executive compensation between the annual reports. All compensation reports must indicate what percent of compensation comes directly from the State or Federal allocations to the Grantee. 39. Execution in Counterparts and Authority to Sign. This Agreement, any amendments, and/or change orders related to the Agreement, may be executed in counterparts, each of which shall be an original and all of which shall constitute the same instrument. In accordance with the Electronic Signature Act of 1996, electronic signatures, including facsimile transmissions, may be used and shall have the same force and effect as a written signature. Each person signing this Agreement warrants that he or she is duly authorized to do so and to bind the respective party to the Agreement. Attachment 1 12 of 12 Rev. 11/14/2022 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION Special Terms and Conditions AGREEMENT NO. 22FRP61 ATTACHMENT 2 These Special Terms and Conditions shall be read together with general terms outlined in the Standard Terms and Conditions, Attachment 1. Where in conflict, these more specific terms shall apply. 1. Scope of Work. The Project funded under this Agreement is Brickell and Coconut Grove Seawalls Project. The Project is defined in more detail in Attachment 3, Grant Work Plan. 2. Duration. a. Reimbursement Period. The reimbursement period for this Agreement is the same as the term of the Agreement. b. Extensions. There are extensions available for this Project. c. Service Periods. Additional service periods may be added in accordance with 2.a above and are contingent upon proper and satisfactory technical and administrative performance by the Grantee and the availability of funding. 3. Payment Provisions. a. Compensation. This is a cost reimbursement Agreement. The Grantee shall be compensated under this Agreement as described in Attachment 3. b. Invoicing. Invoicing will occur as indicated in Attachment 3. c. Advance Pay. Advance Pay is not authorized under this Agreement. 4. Cost Eligible for Reimbursement or Matching Requirements. Reimbursement for costs or availability for costs to meet matching requirements shall be limited to the following budget categories, as defined in the Reference Guide for State Expenditures, as indicated: Reimbursement Match Category ❑ ® Salaries/Wages Overhead/Indirect/General and Administrative Costs: ❑ ® a. Fringe Benefits, N/A. ❑ ❑ b. Indirect Costs, N/A. ® Contractual (Subcontractors) ❑ ❑ Travel, in accordance with Section 112, F.S. ❑ ❑ Equipment ❑ ❑ Rental/Lease of Equipment ❑ ❑ Miscellaneous/Other Expenses ❑ ❑ Land Acquisition 5. Equipment Purchase. No Equipment purchases shall be funded under this Agreement. 6. Land Acquisition. There will be no Land Acquisitions funded under this Agreement. 7. Match Requirements The Agreement requires at least a 50% match on the part of the Grantee. Therefore, the Grantee is responsible for providing $829,264.50 through cash or third party in -kind towards the project funded under this Agreement. The Grantee may claim allowable project expenditures made on July 1, 2021 or after for purposes of meeting its match requirement as identified above. Attachment 2 1 of 2 Rev. 8/19/2021 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 8. Insurance Requirements Required Coverage. At all times during the Agreement the Grantee, at its sole expense, shall maintain insurance coverage of such types and with such terms and limits described below. The limits of coverage under each policy maintained by the Grantee shall not be interpreted as limiting the Grantee's liability and obligations under the Agreement. All insurance policies shall be through insurers licensed and authorized to issue policies in Florida, or alternatively, Grantee may provide coverage through a self-insurance program established and operating under the laws of Florida. Additional insurance requirements for this Agreement may be required elsewhere in this Agreement, however the minimum insurance requirements applicable to this Agreement are: a. Commercial General Liability Insurance. The Grantee shall provide adequate commercial general liability insurance coverage and hold such liability insurance at all times during the Agreement. The Department, its employees, and officers shall be named as an additional insured on any general liability policies. The minimum limits shall be $250,000 for each occurrence and $500,000 policy aggregate. b. Commercial Automobile Insurance. If the Grantee's duties include the use of a commercial vehicle, the Grantee shall maintain automobile liability, bodily injury, and property damage coverage. Insuring clauses for both bodily injury and property damage shall provide coverage on an occurrence basis. The Department, its employees, and officers shall be named as an additional insured on any automobile insurance policy. The minimum limits shall be as follows: $200,000/300,000 Automobile Liability for Company -Owned Vehicles, if applicable $200,000/300,000 Hired and Non -owned Automobile Liability Coverage c. Workers' Compensation and Employer's Liability Coverage. The Grantee shall provide workers' compensation, in accordance with Chapter 440, F.S. and employer liability coverage with minimum limits of $100,000 per accident, $100,000 per person, and $500,000 policy aggregate. Such policies shall cover all employees engaged in any work under the Grant. d. Other Insurance. None. 9. Quality Assurance Requirements. There are no special Quality Assurance requirements under this Agreement. 10. Retainage. Retainage is permitted under this Agreement. Retainage may be up to a maximum of 5% of the total amount of the Agreement. 11. Subcontracting. The Grantee may subcontract work under this Agreement without the prior written consent of the Department's Grant Manager except for certain fixed -price subcontracts pursuant to this Agreement, which require prior approval. The Grantee shall submit a copy of the executed subcontract to the Department prior to submitting any invoices for subcontracted work. Regardless of any subcontract, the Grantee is ultimately responsible for all work to be performed under this Agreement. 12. State-owned Land. The work will not be performed on State-owned land. 13. Office of Policy and Budget Reporting. There are no special Office of Policy and Budget reporting requirements for this Agreement. 14. Additional Terms. Documentary Evidence Requirement for Subcontractor(s). If any work associated with this Agreement is completed by a subcontractor(s), the Grantee shall require that such subcontractor(s) submit documentary evidence (e.g., workshop agendas; meeting recordings) to Grantee demonstrating that the subcontractor(s) has fully performed its Project obligation(s). The Grantee shall forward copies of all such documentary evidence to the Department with the Grantee's relevant deliverable(s), using the approved Project Timeline set forth in Attachment 3 to this Agreement (Grant Work Plan). Attachment 2 2 of 2 Rev. 8/19/2021 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION GRANT WORK PLAN AGREEMENT NO. 22FRP61 ATTACHMENT 3 PROJECT TITLE: Brickell and Coconut Grove Seawalls Project PROJECT LOCATION: The Project is located in City of Miami within Miami -Dade County, Florida. PROJECT DESCRIPTION: The Brickell and Coconut Grove Seawalls Project includes the design, permitting, and construction of four seawalls in Brickell and Coconut Grove, which is part of a larger Citywide Seawall initiative to armor Miami's shoreline. Rehabilitation/construction of new seawalls is vital to protecting critical city structures within the vicinity of the project area. Work includes rehabilitation or replacing seawalls, and associated work, which may include restoration or reconstruction of outfall pipes; installing tidal valves, manatee grates, riprap, guardrails/signs and 10' bay walk; restoring right-of-way. Task 1: Match Contribution Description: The Grantee will conduct project management, to include field engineering services, construction observation, site meetings with construction contractor(s) and design professionals, and overall project coordination and supervision to be used only as match contribution. The Grantee will prepare a bid package, publish a public notice, solicit bids, conduct pre -bid meetings, and respond to bid questions in accordance with the Grantee's procurement process in order to select one or more qualified and licensed contractors to complete construction of the new drainage system with increased storage capacity. The Grantee will perform grant administration, to include overall management of project activities, coordination of schedules, preparation and completion of project updates and reports, maintenance of project records, preparation and submission of reimbursement requests, budget modifications, labor compliance, and grant closeout activities. The Grantee will complete the design of four seawalls, including rehabilitation or replacing seawalls, preparing the shoreline, and restoration or reconstruction of outfall pipes, and obtain all necessary permits for construction of the Project. Design and permitting activities may include coastal or civil engineering analyses, preparation of plans and specifications, physical and environmental surveys, cultural resource surveys, design -level geotechnical services, environmental analyses, orthophotography, plan formulations and other necessary studies for obtaining environmental permits, and other Project -related authorizations. The Grantee will submit its work products to the appropriate local, state, or federal regulatory agencies. This task is separate from tasks that include the combination of match contribution and Department reimbursement. Deliverables: The Grantee will submit documentation required for match requirements, as consistent with Attachment 1, Section 9 and Attachment 2, Section 7. The Grantee will submit: 1) the public notice of advertisement for the bid; 2) the bid package; and 3) a written notice of the selected contractor(s). DEP Agreement No.: 22FRP61 Page 1 of 3 Rev. 2.11.22 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C The Grantee will submit grant management reports, to include a summary of grant activities, reports, and compliance, as applicable, and a signed acceptance of the completed work to date, as provided in the Grantee's Certification of Payment Request. The Grantee will submit all final design documents as signed by a Florida -registered Professional Engineer. the Grantee will also submit final permit documents from all appropriate local, state, and federal regulatory agencies. Task 2: Construction Description: The Grantee will construct four seawalls, including rehabilitation or replacing seawalls, raising, lining, bursting, clearing and preparing the shoreline, and reconstruction of outfall pipes, in accordance with the construction contract documents. Project costs associated with the Construction task include work approved through construction bids and/or construction -phase engineering and monitoring services contracts. Eligible activities may include mobilization, demobilization, construction observation or inspection services, physical and environmental surveys, and mitigation projects. Construction shall be conducted in accordance with all local, state, or federal permits. Deliverables: The Grantee will submit: 1) a copy of the final design and record (as -built) drawings; 2) a signed acceptance of the completed work to date, as provided in the Grantee's Certification of Payment Request; 3) a signed Engineer's Certification of Payment Request; and 4) when construction is complete, a Certificate of Occupancy (if applicable) and a Certificate of Completion signed by a Florida -registered Professional Engineer. PERFORMANCE MEASURES: The Grantee will submit all deliverables for each task to the Department's Grant Manager on or before the Task Due Date listed in the Project Timeline. The Grantee must also submit Exhibit A, Progress Report Form, to the Department's Grant Manager, with every deliverable and payment request. For interim payment requests, Exhibit A may serve as the deliverable for a task. The Department's Grant Manager will review the deliverable(s) to verify that they meet the specifications in the Grant Work Plan and the task description, to include any work being performed by any subcontractor(s). Upon review and written acceptance by the Department's Grant Manager of deliverables under the task, the Grantee may proceed with payment request submittal. CONSEQUENCES FOR NON-PERFORMANCE: For each task deliverable not received by the Department at one hundred percent (100%) completion and by the specified due date listed in the Agreement's most recent Project Timeline, the Department will reduce the relevant Task Funding Amount(s) paid to Grantee in proportion to the percentage of the deliverable(s) not fully completed and/or submitted to the Department in a timely manner. PAYMENT REQUEST SCHEDULE: Following the Grantee's full completion of a task, the Grantee may submit a payment request for cost reimbursement using both Exhibit A, Progress Report Form, and Exhibit C, Payment Request Summary Form. Interim payment requests cannot be made more frequently than quarterly and must be made using Exhibit A, detailing all work progress made during that payment request period, and Exhibit C. Upon the Department's receipt of Exhibit A and C, along with all supporting fiscal documentation and deliverables, the Department's Grant Manager will have ten (10) working days to review and approve or deny the payment request. PROJECT TIMELINE AND BUDGET DETAIL: The tasks must be completed by, and all deliverables received by, the corresponding task due date listed in the table below. Cost -reimbursable grant funding must not exceed the budget amounts indicated below. Requests for any change(s) must be submitted prior to the current task due date listed in the Project Timeline. Requests are to be sent via email to the Department's Grant Manager, with the details of the request and the reason for the request made clear. DEP Agreement No.: 22FRP61 Page 2 of 3 Rev. 2.11.22 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Task No. Task Title Task Start Date Task Due Date 1 Match Contribution 7/1/2021 6/30/2026 2 Construction Upon Execution 6/30/2026 BUDGET DETAIL: Task No. Task Title Budget Category DEP Amount Local Amount 1 Match Contribution Contractual Services N/A $ 480,973.40 Salary N/A $ 29,521.80 Fringe Benefits N/A $ 3,648.80 Total for Task: N/A $ 514,144.00 2 Construction Contractual Services $ 829,264.50 $ 315,120.50 Total for Task: $ 829,264.50 $ 315,120.50 Project Total: $ 829,264.50 $ 829,264.50 Percentage Match: 50% 50% SALARY AND FRINGE BENEFITS BY TASK: Cost -reimbursable funding or hourly match and fringe rate(s) by position may not exceed those indicated below. Upon submission of each payment request, the Grantee certifies that the hours and fringe rates submitted are accurate and allowable costs for the Grant Agreement. Upon request by the Department's Grant Manager, additional documentation of hours worked will be provided. Task No. Position Title Hourly Rate Fringe Rate (%) 1 Assistant Director $73.33 11 Senior Project Manager $60.42 11 Project Manager $43.23 11 Administration $36.98 11 DEP Agreement No.: 22FRP61 Page 3 of 3 Rev. 2.11.22 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION Public Records Requirements Attachment 4 1. Public Records. a. If the Agreement exceeds $35,000.00, and if Grantee is acting on behalf of Department in its performance of services under the Agreement, Grantee must allow public access to all documents, papers, letters, or other material, regardless of the physical form, characteristics, or means of transmission, made or received by Grantee in conjunction with the Agreement (Public Records), unless the Public Records are exempt from section 24(a) of Article I of the Florida Constitution or section 119.07(1), F.S. b. The Department may unilaterally terminate the Agreement if Grantee refuses to allow public access to Public Records as required by law. 2. Additional Public Records Duties of Section 119.0701, F.S., If Applicable. For the purposes of this paragraph, the term "contract" means the "Agreement." If Grantee is a "contractor" as defined in section 1 19.0701(1)(a), F.S., the following provisions apply and the contractor shall: a. Keep and maintain Public Records required by Department to perform the service. b. Upon request, provide Department with a copy of requested Public Records or allow the Public Records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 1 19, F.S., or as otherwise provided by law. c. A contractor who fails to provide the Public Records to Department within a reasonable time may be subject to penalties under section 1 19.10, F.S. d. Ensure that Public Records that are exempt or confidential and exempt from Public Records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the Public Records to Department. e. Upon completion of the contract, transfer, at no cost, to Department all Public Records in possession of the contractor or keep and maintain Public Records required by Department to perform the service. If the contractor transfers all Public Records to Department 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 Public Records stored electronically must be provided to Department, upon request from Department's custodian of Public Records, in a format specified by Department as compatible with the information technology systems of Department. These formatting requirements are satisfied by using the data formats as authorized in the contract or Microsoft Word, Outlook, Adobe, or Excel, and any software formats the contractor is authorized to access. f. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, F.S., TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE CONTRACT, CONTACT THE DEPARTMENT'S CUSTODIAN OF PUBLIC RECORDS AT: Telephone: (850) 245-2118 Email: public.services@floridadep.gov Mailing Address: Department of Environmental Protection ATTN: Office of Ombudsman and Public Services Public Records Request 3900 Commonwealth Boulevard, MS 49 Tallahassee, Florida 32399 Attachment 4 1 of 1 Rev. 4/27/2018 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION Special Audit Requirements (State and Federal Financial Assistance) Attachment 5 The administration of resources awarded by the Department of Environmental Protection (which may be referred to as the "Department", "DEP", "FDEP" or "Grantor'; or other name in the agreement) to the recipient (which may he referred to as the 'Recipient", "Grantee" or other name in the agreement) may be subject to audits and/or monitoring by the Department of Environmental Protection, as described in this attachment. MONITORING In addition to reviews of audits conducted in accordance with 2 CFR Part 200, Subpart F-Audit Requirements, and Section 215.97, F.S., as revised (see "AUDITS" below), monitoring procedures may include, but not be limited to, on -site visits by DEP Department staff, limited scope audits as defined by 2 CFR 200.425, or other procedures. By entering into this Agreement, the recipient agrees to comply and cooperate with any monitoring procedures/processes deemed appropriate by the Department of Environmental Protection. In the event the Department of Environmental Protection determines that a limited scope audit of the recipient is appropriate, the recipient agrees to comply with any additional instructions provided by the Department to the recipient regarding such audit. The recipient further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Chief Financial Officer (CFO) or Auditor General. AUDITS PART I: FEDERALLY FUNDED This part is applicable if the recipient is a State or local government or a non-profit organization as defined in 2 CFR §200.330 1. A recipient that expends $750,000 or more in Federal awards in its fiscal year, must have a single or program - specific audit conducted in accordance with the provisions of 2 CFR Part 200, Subpart F. EXHIBIT 1 to this Attachment indicates Federal funds awarded through the Department of Environmental Protection by this Agreement. In determining the federal awards expended in its fiscal year, the recipient shall consider all sources of federal awards, including federal resources received from the Department of Environmental Protection. The determination of amounts of federal awards expended should be in accordance with the guidelines established in 2 CFR 200.502-503. An audit of the recipient conducted by the Auditor General in accordance with the provisions of 2 CFR Part 200.514 will meet the requirements of this part. 2. For the audit requirements addressed in Part I, paragraph 1, the recipient shall fulfill the requirements relative to auditee responsibilities as provided in 2 CFR 200.508-512. 3. A recipient that expends less than $750,000 in federal awards in its fiscal year is not required to have an audit conducted in accordance with the provisions of 2 CFR Part 200, Subpart F-Audit Requirements. If the recipient expends less than $750,000 in federal awards in its fiscal year and elects to have an audit conducted in accordance with the provisions of 2 CFR 200, Subpart F-Audit Requirements, the cost of the audit must be paid from non-federal resources (i.e., the cost of such an audit must be paid from recipient resources obtained from other federal entities. 4. The recipient may access information regarding the Catalog of Federal Domestic Assistance (CFDA) via the internet at https://sam.gov/content/assistance-listings. Attachment 5 1 of 6 BGS-DEP 55-215 revised 11/8/2022 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C PART II: STATE FUNDED This part is applicable if the recipient is a nonstate entity as defined by Section 215.97(2), Florida Statutes. 1. In the event that the recipient expends a total amount of state financial assistance equal to or in excess of $750,000 in any fiscal year of such recipient (for fiscal years ending June 30, 2017, and thereafter), the recipient must have a State single or project -specific audit for such fiscal year in accordance with Section 215.97, F.S.; Rule Chapter 69I-5, F.A.C., State Financial Assistance; and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General. EXHIBIT 1 to this form lists the state financial assistance awarded through the Department of Environmental Protection by this agreement. In determining the state financial assistance expended in its fiscal year, the recipient shall consider all sources of state financial assistance, including state financial assistance received from the Department of Environmental Protection, other state agencies, and other nonstate entities. State financial assistance does not include federal direct or pass -through awards and resources received by a nonstate entity for Federal program matching requirements. 2. In connection with the audit requirements addressed in Part II, paragraph 1; the recipient shall ensure that the audit complies with the requirements of Section 215.97(8), Florida Statutes. This includes submission of a financial reporting package as defined by Section 215.97(2), Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General. 3. If the recipient expends less than $750,000 in state financial assistance in its fiscal year (for fiscal year ending June 30, 2017, and thereafter), an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, is not required. In the event that the recipient expends less than $750,000 in state financial assistance in its fiscal year, and elects to have an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, the cost of the audit must be paid from the non -state entity's resources (i.e., the cost of such an audit must be paid from the recipient's resources obtained from other than State entities). 4. For information regarding the Florida Catalog of State Financial Assistance (CSFA), a recipient should access the Florida Single Audit Act website located at https://apps.fldfs.com/fsaa for assistance. In addition to the above websites, the following websites may be accessed for information: Legislature's Website at http://www.leg.state.fl.us/Welcome/index.cfm, State of Florida's website at http://www.myflorida.com/, Department of Financial Services' Website at http://www.fldfs.com/and the Auditor General's Website at http://www.myflorida.com/audgen/. PART III: OTHER AUDIT REQUIREMENTS (NOTE: This part would be used to speck any additional audit requirements imposed by the State awarding entity that are solely a matter of that State awarding entity's policy (i. e., the audit is not required by Federal or State laws and is not in conflict with other Federal or State audit requirements). Pursuant to Section 215.97(8), Florida Statutes, State agencies may conduct or arrange for audits of State financial assistance that are in addition to audits conducted in accordance with Section 215.97, Florida Statutes. In such an event, the State awarding agency must arrange for funding the full cost of such additional audits.) PART IV: REPORT SUBMISSION 1. Copies of reporting packages for audits conducted in accordance with 2 CFR Part 200, Subpart F-Audit Requirements, and required by PART I of this form shall be submitted, when required by 2 CFR 200.512, by or on behalf of the recipient directly to the Federal Audit Clearinghouse (FAC) as provided in 2 CFR 200.36 and 200.512 A. The Federal Audit Clearinghouse designated in 2 CFR §200.501(a) (the number of copies required by 2 CFR §200.501(a) should be submitted to the Federal Audit Clearinghouse), at the following address: Attachment 5 2 of 6 BGS-DEP 55-215 revised 11/8/2022 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C By Mail: Federal Audit Clearinghouse Bureau of the Census 1201 East 10th Street Jeffersonville, IN 47132 Submissions of the Single Audit reporting package for fiscal periods ending on or after January 1, 2008, must be submitted using the Federal Clearinghouse's Internet Data Entry System which can be found at http://harvester.census.gov/facweb/ 2. Copies of financial reporting packages required by PART II of this Attachment shall be submitted by or on behalf of the recipient directly to each of the following: A. The Department of Environmental Protection at one of the following addresses: By Mail: Audit Director Florida Department of Environmental Protection Office of Inspector General, MS 40 3900 Commonwealth Boulevard Tallahassee, Florida 32399-3000 Electronically: FDEPSingleAudit@dep. state.fl.us B. The Auditor General's Office at the following address: Auditor General Local Government Audits/342 Claude Pepper Building, Room 401 1 1 1 West Madison Street Tallahassee, Florida 32399-1450 The Auditor General's website (http://flauditor.gov/) provides instructions for filing an electronic copy of a financial reporting package. 3. Copies of reports or management letters required by PART III of this Attachment shall be submitted by or on behalf of the recipient directly to the Department of Environmental Protection at one of the following addresses: By Mail: Audit Director Florida Department of Environmental Protection Office of Inspector General, MS 40 3900 Commonwealth Boulevard Tallahassee, Florida 32399-3000 Electronically: FDEPS ingleAudit@dep.state.fl.us 4. Any reports, management letters, or other information required to be submitted to the Department of Environmental Protection pursuant to this Agreement shall be submitted timely in accordance with 2 CFR 200.512, section 215.97, F.S., and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General, as applicable. Attachment 5 3 of 6 BGS-DEP 55-215 revised 11/8/2022 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 5. Recipients, when submitting financial reporting packages to the Department of Environmental Protection for audits done in accordance with 2 CFR 200, Subpart F-Audit Requirements, or Chapters 10.550 (local governmental entities) and 10.650 (non and for -profit organizations), Rules of the Auditor General, should indicate the date and the reporting package was delivered to the recipient correspondence accompanying the reporting package. PART V: RECORD RETENTION The recipient shall retain sufficient records demonstrating its compliance with the terms of the award and this Agreement for a period of five (5) years from the date the audit report is issued, and shall allow the Department of Environmental Protection, or its designee, Chief Financial Officer, or Auditor General access to such records upon request. The recipient shall ensure that audit working papers are made available to the Department of Environmental Protection, or its designee, Chief Financial Officer, or Auditor General upon request for a period of three (3) years from the date the audit report is issued, unless extended in writing by the Department of Environmental Protection. Attachment 5 4 of 6 BGS-DEP 55-215 revised 11/8/2022 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C EXHIBIT — 1 FUNDS AWARDED TO THE RECIPIENT PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING: Note: lithe resources awarded to the recipient represent more than one federal program, provide the same information shown below for each federal program and show total federal resources awarded Federal Resources Awarded to the Recipient Pursuant to tics Agreement Consist of the Following: Federal Program A Federal Agency CFDA Number CFDA Title Funding Amount State Appropriation Category Original Agreement U.S. Department of Treasury 21.027 SLFRP0125 $ 829,264.50 152-D 22 Federal Program B Federal Agency CFDA Number CFDA Title Funding Amount State Appropriation Category $ Note: Of the resources awarded to the recipient represent more than one federal program, list applicable compliance requirements for each federal program in the same manncr as shown below: Federal Program A First Compliance requirement: i.e.: (what services of purposes resources must be used for) Second Compliance requirement: i.e.:(eligibility requirement for recipients of the resources) Etc. Etc. Federal Program B First Compliance requirement: i.e.: (what services of purposes resources must be used for) Second Compliance requirement: i.e.: (eligibility requirement for recipients of the resources) Etc. Etc. Attachment 5, Exhibit l 5 of 6 BGS-DEP 55-215 Revised 7/2519 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Note: !f the resources awarded to the recipientfor matching represent more than one federal program, provide the same information shown below for each ederal program and show total state resources awarded for matching. State Resources Awarded to the Recipient Pursuant to this Agreement Consist of the Following Matching Resources for Federal Programs: Federal Program A Federal Agency CFDA CFDA Title Funding Amount State Appropriation Category Federal Program B Federal Agency CFDA CFDA Title Funding Amount State Appropriation Category Note: If the resources awarded to the recipient represent more than one state project, provide the same information shown below for each state project and show total statefinancial assistance awarded that is subject to section 215.97, F.S. State Resources Awarded to the Recipient Pursuant to this Agreement Consist of the Following Resources Subject to Section 215.97, F.S.: State Program A State Awarding Agency State Fiscal Year' CSFA Number CSFA Title or Funding Source Description Funding Amount State Appropriation Category State Program B State Awarding Agency State Fiscal Year' CSFA Number CSFA Title or Funding Source Description Funding Amount State Appropriation Category Total Award $829,264.50 Note: List applicable compliance requirement in the same manner as illustrated above for federal resources. For matching resources provided by the Department for DEP for federal programs, the requirements might be similar to the requirements for the applicable federal programs. Also, to the extent that different requirements pertain to different amount for the non-federal resources, there may be more than one grouping (i.e. 1, 2, 3, etc.) listed under this category. For each program identified above, the recipient shall comply with the program requirements described in the Catalog of Federal Domestic Assistance (CFDA) [https://sam.gov/content/assistance-listings] and/or the Florida Catalog of State Financial Assistance (CSFA) [https://apps.fldfs.com/fsaa/searchCatalog.aspx]. and State Projects Compliance Supplement (Part Four: State Projects Compliance Supplement [https://apps.fldfs.com/fsaa/state_project compliance.aspx]. The services/purposes for which the funds are to be used are included in the Agreement's Grant Work Plan. Any match required by the Recipient is clearly indicated in the Agreement. Subject to change by Change Order. Subject to change by Change Order. Attachment 5, Exhibit 1 6 of 6 BGS-DEP 55-215 Revised 7/2519 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION PROGRAM -SPECIFIC REQUIREMENTS RESILIENT FLORIDA PROGRAM ATTACHMENT 6 1. Sea Level Impact Projection Study Requirement. If the project is within the designated area, pursuant to Section 161.551, F.S. and Chapter 62S-7, Florida Administrative Code, the Grantee is responsible for performing a Sea Level Impact Projection (SLIP) study and submitting the resulting report to the Department. The SLIP study report must be received by the Department, approved by the Department, and be published on the Department's website for at least thirty (30) days before construction can commence. This rule went into effect July 1, 2021, and applies to certain state -funded construction projects located in the coastal building zone as defined in the rule. 2. Permits. The Grantee acknowledges that receipt of this grant does not imply nor guarantee that a federal, state, or local permit will be issued for a particular activity. The Grantee agrees to ensure that all necessary permits are obtained prior to implementation of any grant -funded activity that may fall under applicable federal, state, or local laws. Further, the Grantee shall abide by all terms and conditions of each applicable permit for any grant -funded activity. Upon request, the Grantee must provide a copy of all acquired and approved permits for the project. 3. Attachment 3, Grant Work Plan, Performance Measures. All deliverables and reports submitted to the Department should be submitted electronically and must be compliant with the Americans with Disabilities Act, also known as "508 Compliant," in all formats provided. 4. Copyright, Patent and Trademark. The Department reserves a royalty -free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for state government purposes: a. The copyright in any work developed under this Agreement; and b. Any rights or copyright to which the Grantee or subcontractor purchases ownership with grant support. 5. Grant funds may not be used to support ongoing efforts to comply with legal requirements, including permit conditions, mitigation, and settlement agreements. 6. Funding Source. With the exception of audiovisuals not intended for presentation to the general public that are produced either as research instruments or for documenting experimentation or findings (unless otherwise required under the special terms of this Agreement), Grantee agrees to include the Department's logo (which can be found on the Department's website at: https://floridadep.gov or by contacting the Grant Manager for a copy) on all publications, printed reports, maps, audiovisuals (including videos, slides, and websites), and similar materials, as well as the following language: "This work was funded in part through a grant agreement from the Florida Department of Environmental Protection's Office of Resilience and Coastal Protection Resilient Florida Program. The views, statements, fmdings, conclusions, and recommendations expressed herein are those of the author(s) and do not necessarily reflect the views of the State of Florida or any of its subagencies." The next printed line must identify the month and year of the publication. 7. Final Project Report. The Grantee must submit Exhibit F, Final Project Report Form, prior to requesting fmal payment. The Final Project Report may be submitted in lieu of the final quarterly status report, only in instances where the next quarterly report falls after the project's completion date. Rev. 2.9.23 Attachment 6 Page 1 of 2 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 8. Project Photos. The Grantee must submit Exhibit G, Photo Release Form, with the first submission of deliverables and reports (Exhibit A and F) that include photos. 9. Contractual Services. For all grant agreements that include Contractual Services as an expenditure category, the Grantee must submit Exhibit H, Contractual Services Certification, and all required supporting documentation for all contractors conducting work under the grant agreement, prior to requesting payment that includes contractual services. 10. Vulnerability Assessments. For all Planning grant agreements (Resilient Florida Grant Program and Regional Resilience Entities), the Grantee must submit Exhibit I, Vulnerability Assessment Compliance Checklist Certification, with the final grant deliverable(s). 11. Geographic Information System (GIS) files and associated metadata. All GIS files and associated metadata must adhere to the Resilient Florida Program's GIS Data Standards (found on the Resilient Florida Program website: https://floridadep.gov/rcp/resilient-florida-program/documents/resilient-florida-program-gis-data- standards), and raw data sources shall be defined within the associated metadata. 12. State and Local Fiscal Recovery Funds. For all grant agreements funded with the Coronavirus State and Local Fiscal Recovery Funds (SLFRF) under the American Rescue Plan Act, the Grantee must submit the SLFRF Reporting Requirements Form upon execution of the grant agreement. Rev. 2.9.23 Attachment 6 Page 2 of 2 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C ATTACHMENT 8 Contract Provisions for Coronavirus State and Local Fiscal Recovery Funds (SLFRF) Agreements The Department, as a Non -Federal Entity as defined by 2 CFR §200.69, shall comply with the following provisions, where applicable. For purposes of this Grant Agreement between the Department and the Grantee, the term "Recipient" shall mean "Grantee." Further, the Department, as a pass -through entity, also requires the Grantee to pass on these requirements to all lower tier subrecipients/contractors, and to comply with the provisions of the award, the SLFRF implementing regulation, including applicable provisions of the OMB Uniform Guidance (2 CFR Part 200), and all associated terms and conditions. Therefore, Grantees must include these requirements in all related subcontracts and/or sub - awards. Grantees can include these requirements by incorporating this Attachment in the related subcontract and/or sub -awards, however for all such subcontracts and sub -awards, the Grantee shall assume the role of the Non -Federal Entity and the subrecipients shall assume the role of the Recipient. 2 CFR PART 200 APPENDIX 2 REQUIREMENTS 1. Administrative, Contractual, and Legal Remedies The following provision is required if the Agreement is for more than $150,000. In addition to any of the remedies described elsewhere in the Agreement, if the Recipient materially fails to comply with the terms and conditions of this Contract, including any Federal or State statutes, rules, or regulations, applicable to this Contract, the Non - Federal Entity may take one or more of the following actions. A. Temporarily withhold payments pending correction of the deficiency by the Recipient. B. Disallow (that is, deny both use of funds and any applicable matching credit for) all or part of the cost of the activity or action not in compliance. C. Wholly or partly suspend or terminate this Contract. D. Take other remedies that may be legally available. The remedies identified above, do not preclude the Recipient from being subject to debarment and suspension under Presidential Executive Orders 12549 and 12689. The Non -Federal entity shall have the right to demand a refund, either in whole or part, of the funds provided to the Recipient for noncompliance with the terms of this Agreement. 2. Termination for Cause and Convenience Termination for Cause and Convenience are addressed elsewhere in the Agreement. 3. Equal Opportunity Clause The following provision applies if the agreement meets the definition of"federally assisted construction contract" as defined by 41 CFR Part 60-1.3: During the performance of this Agreement, the Recipient agrees as follows: A. The Recipient will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Recipient will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Recipient agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. B. The Recipient will, in all solicitations or advertisements for employees placed by or on behalf of the Recipient, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. C. The Recipient will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's Attachment 8 1 of 6 Rev. 11/15/2022 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Recipient's legal duty to furnish information. D. The Recipient will send to each labor union or representative of workers with which he has a collective bargaining agreement or other Agreement or understanding, a notice to be provided advising the said labor union or workers' representatives of the Recipient's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. E. The Recipient will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. F. The Recipient will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. G. In the event of the Recipient's noncompliance with the nondiscrimination clauses of this Agreement or with any of the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended in whole or in part and the Recipient may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. H. The Recipient will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 1 1246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Recipient will take such action with respect to any subcontractor purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance. 4. Contract Work Hours and Safety Standards Act Where applicable, if the Agreement is in excess of $100,000 and involves the employment of mechanics or laborers, the Recipient must comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each Recipient must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. 5. Rights to Inventions Made Under Agreement If the Federal award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and the Non- Federal Entity or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the Non -Federal Entity or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. 6. Clean air Act (42 U.S. C. 7401-7671q.), the Federal Water Pollution Control Act (33 U.S.C. 1251- 1387), and EPA Regulations If the Agreement is in excess of $100,000, the Recipient shall comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Attachment 8 2 of 6 Rev. 11/15/2022 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Act as amended (33 U.S.C. 1251-1387), and by the EPA (40 CFR Part 15). Violations must be reported to the Federal Awarding Agency and the Regional Office of the Environmental Protection Agency (EPA). i. The Grantee shall include these requirements for the Clean Air Act and the Federal Water Pollution Act in each subcontract exceeding $100,000 financed in whole or in part with SLFRF funds. 7. Debarment and Suspension (Executive Orders 12549 and 12689) The Recipient certifies that it is not listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 and 2 CF 1200 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." 8. Byrd Anti -Lobbying Amendment (31 U.S.C. 1352) The Recipient certifies that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. If applicable, the Recipient shall disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award, using form SF-LLL, available at: https://apply07.grants.gov/apply/fornis/sample/SFLLL_ 1 _2_P-V 1.2.pdf. i. Grantees who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier, up to the recipient. 9. Procurement of Recovered Materials The Recipient must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act as described in 2 CFR part 200.322. 10. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment The Recipients and subrecipients are prohibited from obligating or expending loan or grant funds to procure or obtain; extend or renew a contract to procure or obtain; or enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as partof any system. See Section 889 of Public Law 115-232 (National Defense Authorization Act 2019). Also, see 2 CFR 200.216 and 200.471. 11. Domestic Preferences for Procurement The Recipients and subrecipients must, to the greatest extent practical, give preference to the purchase, acquisition, or use of goods, products, or materials produced in the United States in accordance with 2 CFR 200.322. ADMINISTRATIVE 1. General Federal Regulations Recipients shall comply with the regulations listed in 2 CFR 200, 48 CFR 31, and 40 U.S.C. 1101 et seq. 2. Rights to Patents and Inventions Made Under a Contract or Agreement Rights to inventions made under this assistance agreement are subject to federal patent and licensing regulations, which are codified at Title 37 CFR Part 401 and Title 35 U.S.C. 200 through 212. 3. Compliance with the Trafficking Victims Protection Act of 2000 (2 CFR Part 175) Recipients, their employees, subrecipients under this award, and subrecipients' employees may not: A. Engage in severe forms of trafficking in persons during the period of time that the award is in effect; B. Procure a commercial sex act during the period of time that the award is in effect; or C. Use forced labor in the performance of the award or subawards under the award. 4. Whistleblower Protection Recipients shall comply with U.S.C. §4712, Enhancement of Recipient and Subrecipient Employee Whistleblower Protection. This requirement applies to all awards issued after July 1, 2013 and effective December 14, 2016 has been permanently extended (Public Law (P.L.) 114-261). Attachment 8 3 of 6 Rev. 11/15/2022 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C A. This award, related subawards, and related contracts over the simplified acquisition threshold and all employees working on this award, related subawards, and related contracts over the simplified acquisition threshold are subject to the whistleblower rights and remedies in the pilot program on award recipient employee whistleblower protections established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (P.L. 112-239). B. Recipients, their subrecipients, and their contractors awarded contracts over the simplified acquisition threshold related to this award, shall inform their employees in writing, in the predominant language of the workforce, of the employee whistleblower rights and protections under 41 U.S.C. 4712. C. The Recipient shall insert this clause, including this paragraph C, in all subawards and in contracts over the simplified acquisition threshold related to this award; best efforts should be made to include this clause, including this paragraph C in any subawards and contracts awarded prior to the effective date of this provision. 5. Notification of Termination (2 CFR § 200.340) In accordance with 2 CFR § 200.340, in the event that the Agreement is terminated prior to the end of the period of performance due to the Recipient's or subcontractor's material failure to comply with Federal statutes, regulations or the terms and conditions of this Agreement or the Federal award, the termination shall be reported to the Office of Management and Budget (OMB) -designated integrity and performance system, accessible through System for Award Management (SAM) currently the Federal Awardee Performance and Integrity Information System (FAPIIS). The Non -Federal Entity will notify the Recipient of the termination and the Federal requirement to report the termination in FAPIIS. See 2 CFR § 200.340 for the requirements of the notice and the Recipient's rights upon termination and following termination. 6. Additional Lobbying Requirements A. The Recipient certifies that no funds provided under this Agreement have been used or will be used to engage in the lobbying of the Federal Government or in litigation against the United States unless authorized under existing law. B. The Lobbying Disclosure Act of 1995, as amended (2 U.S.C. §1601 et seq.), prohibits any organization described in Section 501(c)(4) of the internal Revenue Code, from receiving federal funds through an award, grant (and/or subgrant) or loan unless such organization warrants that it does not, and will not engage in lobbying activities prohibited by the Act as a special condition of such an award, grant (and/or subgrant), or loan. This restriction does not apply to loans made pursuant to approved revolving loan programs or to contracts awarded using proper procurement procedures. C. Pursuant to 2 CFR §200.450 and 2 CFR §200.454(e), the Recipient is hereby prohibited from using funds provided by this Agreement for membership dues to any entity or organization engaged in lobbying activities. 7. increasing Seat Belt Use in the United States Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Grantee is encouraged to adopt and enforce on-the-job seat belt policies and programs for its employees when operating company -owned, rented or personally owned vehicles. 8. Reducing Text Messaging While Drivin= Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), Grantee is encouraged to adopt and enforce policies that ban text messaging while driving and establish workplace safety policies to decrease accidents caused by distracted drivers. 9. Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 Where applicable, 42 U.S.C. §§ 4601-4655 and implementing regulations apply to this Agreement. COMPLIANCE WITH ASSURANCES 1. Assurances Recipients shall comply with all applicable assurances made by the Department or the Recipient to the Federal Government during the Grant application process. FEDERAL REPORTING REOUIREMENTS 1. FFATA Grant Recipients awarded a new Federal grant greater than or equal to $30,000 awarded on or after Octoberl, 2015, are subject to the FFATA the Federal Funding Accountability and Transparency Act ("FFATA") of 2006. The FFATA legislation requires that information on federal awards (federal fmancial assistance and expenditures) be made available to the public via a single, searchable website, which is www.USASpending.gov. Attachment 8 4 of 6 Rev. 11/15/2022 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C The Grantee agrees to provide the information necessary, within one (I) month of execution, for the Depal Unent to comply with this requirement. DEPARTMENT OF TREASURY -SPECIFIC 1. Civil Rights Compliance Recipients of Federal financial assistance from the Treasury are required to meet legal requirements relating to nondiscrimination and nondiscriminatory use of Federal funds. Those requirements include ensuring that entities receiving Federal financial assistance from the Treasury do not deny benefits or services or otherwise discriminate on the basis of race, color, national origin, (including limited English proficiency), disability, age, or sex (including sexual orientation and gender identity), in accordance with the following: Title VI of Civil Rights Acts of 1973 (Section 504), Public Law 93-112, as amended by Public Law 93-516, 29 U.S.C. 794; Title IX of the Education Amendments of 1972 (Title IX), 20 U.S.C. 1681 et seq., and the Department's implementing regulations, 31 CFR 28; Age Discrimination Act of 1975, Public Law 94-135, 42 U.S.C. 6101 et seq., and the Department of Treasury implementing regulations at 31 CFR part 23. The Department of Treasury will request information on recipients' compliance with Title VI of the Civil Rights Act of 1964, as applicable, on an annual basis. This information may include a narrative descripting the recipient's compliance with Title VI, along with other questions and assurances. SLFRF-SPECIFIC 1. Period of Performance All funds from SLFRF must be obligated by December 31, 2024 and expended by December 31, 2026. 2. Equipment and Real Property Management Any purchase of equipment or real property with SLFRF funds must be consistent with the Uniform Guidance at 2 CFR Part 200, Subpart D. Equipment and real property acquired under this program must be used for the originally authorized purpose. Consistent with 2 CFR 200.311 and 2 CFR 200.313, any equipment or real property acquired using SLFRF funds shall vest in the non -Federal entity. Any acquisition and maintenance of equipment or real property must also be in compliance with relevant laws and regulations. SLFRF INFRASTRUCTURE PROJECTS For all infrastructure projects, the Grantee shall provide the following project information on a quarterly basis to the Department: i. Projected/actual construction start date (month/year) ii. Projected/actual initiation of operation date (month/year) iii. Location details SLFRF INFRASTRUCTURE PROJECTS OVER $10 MILLION For infrastructure projects over $10 million, the following provisions apply: 1. Wage Certification Grantees may provide a certification that all laborers and mechanics employed by Grantee in the performance of such project are paid wages at the rates not less than those prevailing, as determined by the U.S. Secretary of Labor in accordance with the Davis -Bacon Act, for the corresponding classes of laborers and mechanics employed projected of a character similar to the contract work in the civil subdivision of Florida in which the work is to be performed. If the Grantee does not provide such certification, the Grantee must provide a project employment and local impact report detailing: i. The number of employees of contractors and sub -contractors working on the project; ii. The number of employees on the project hired directly and hired through a third party; iii. The wages and benefits of workers on the project by classification; and iv. Whether those wages are at rates less than those prevailing. Grantee must maintain sufficient records to substantiate this information upon request. 2. Project Labor Agreements Grantees may provide a certification that the project includes a project labor agreement, meaning a pre -hire collective bargaining agreement consistent with the section 8(f) of the National Labor Relations Act (29 U.S.C. 158(f)). If the Grantee does not provide such certification, the Grantee must provide a project Attachment 8 5 of 6 Rev. 11/15/2022 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C workforce continuity plan, detailing: i. How the Grantee will ensure the project has ready access to a sufficient supply of appropriately skilled and unskilled labor to ensure high -quality construction throughout the life of the project; ii. How the Grantee will minimize risks of labor disputes and disruptions that would jeopardize timeliness and cost-effectiveness of the project; iii. How the Grantee will provide a safe and healthy workplace that avoids delays and costs associatedwith workplace illnesses, injuries, and fatalities; iv. Whether workers on the project will receive wages and benefits that will secure and appropriately skilled workforce in the context of the local or regional labor market; and v. Whether the project has completed a labor agreement. 3. Other Reporting Requirements Grantees must report whether the project prioritizes local hires and whether the project has Community Benefit Agreement, with a description of any such agreement, if applicable. SLFRF WATER & SEWER PROJECTS For water and sewer projects, Grantees shall provide the following information to the Department once the project starts, as appliable: i. National Pollutant Discharge Elimination System (NPDES) Permit Number, for projects aligned with the Clean Water State Revolving Fund ii. Public Water System (PWS) ID number, for projects aligned with the Drinking Water State Revolving Fund. Attachment 8 6 of 6 Rev. 11/15/2022 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION RESILIENT FLORIDA GRANT PROGRAM EXHIBIT A PROGRESS REPORT FORM The current Exhibit A, Progress Report Form for the Resilient Florida Program grant agreements can be found on the Department's website at the link below. Each payment request must be submitted on the cun-ent form. The Department will notify grantees of any substantial changes to Exhibit A that occur during the grant agreement period. hap s://floridadep.gov/Re silient-Florida-Program/Grants Exhibit A, Page 1 of 1 Rev. 1/13/2023 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION RESILIENT FLORIDA GRANT PROGRAM EXHIBIT C PAYMENT REQUEST SUMMARY FORM The current Exhibit C, Payment Request Summary Form for the Resilient Florida Program grant agreements can be found on the Department's website at the link below. Each payment request must be submitted on the current form. The Department will notify grantees of any substantial changes to Exhibit C that occur during the grant agreement period. hap s://floridadep.gov/Re silient-Florida-Program/Grants Exhibit C, Page 1 of 1 Rev. 12/02/19 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C EXHIBIT F DEP AGREEMENT NO. 22FRP61 BRICKELL AND COCONUT GROVE SEAWALLS PROJECT City of Miami Final Project Report This report is funded in part through a grant agreement from the Florida Department of Environmental Protection. The views, statements, findings, conclusions, and recommendations expressed herein are those of the author(s) and do not necessarily reflect the views of the State of Florida or any of its subagencies. Part I. Executive Summary Exhibit F, DEP Agreement # 22FRP61 Page 1 1 / 10/2023 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Part 11. Methodology Part III. Outcome Include the following:: 1) evaluation of project's ability to meet goals and expected performance measures and provide explanation for why goals were not met, if applicable,- 2) identifY successful outcomes, areas for improvement, and quantifiable metrics (including the assigned metric in Exhibit A) as a result of the project; and 3) final project photos. Part IV. Further Recommendations Instructions for completing Attachment F Final Project Report Form: DEP AGREEMENT NO.: This is the number on your grant agreement. GRANTEE NAME: Enter the name of the grantee's agency. PROJECT TITLE: Enter the title shown on the first page of the grant agreement. MONTH & YEAR: Enter month and year of publication The final Project Report must contain the following sections: Executive Summary, Methodology, Outcome, and Further Recommendations. The Final Project Report must comply with the publication requirements in the grant agreement. Please limit the final project report to no more than five (5) pages. One electronic copy shall be submitted to the Department's Grant Manager for approval. Final payment will be held until receipt and approval of the Final Project Report. Questions regarding completion of the Final Project Report should be directed to the Department's Grant Manager, identified in paragraph 18 of this agreement. Exhibit F, DEP Agreement # 22FRP61 Page 2 1 / 10/2023 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Florida Department of Environmental Protection EXHIBIT G PHOTOGRAPHER RELEASE FORM FOR PHOTOGRAPHS, VIDEOS, AUDIO RECORDINGS AND ARTWORKS DEP AGREEMENT NO: 22FRP61 RELEASE FORM FOR PHOTOGRAPHS, VIDEOS, AUDIO RECORDINGS AND ARTWORKS Owner/Submitter's Name: Address: City: State: Zip: Phone Number: License and Indemnification Email: I certify that I am the owner of the photograph(s), video(s), audio recording(s) and/or artwork(s) being submitted and am eighteen (18) years of age or older. I hereby grant to the Florida Department of Environmental Protection the royalty -free and non-exclusive right to distribute, publish and use the photograph(s), video(s), audio recording(s) and art work(s) submitted herewith (the "Work") to promote the Florida Department of Environmental Protection. Uses may include, but are not limited to: 1. Promotion of FDEP (including, but limited to publications, websites, social media venues, advertisements, etc.); and 2. Distribution to the media; and 3. Use in commercial products. The Florida Department of Environmental Protection reserves the right to use/not use any Work as deemed appropriate by the Florida Department of Environmental Protection. No Work will be returned once submitted. I hereby acknowledge that the Florida Department of Environmental Protection shall bear no responsibility whatsoever for protecting the Work against third -party infringement of my copyright interest or other intellectual property rights or other rights I may hold in such Work, and in no way shall be responsible for any losses I may suffer as a result of any such infringement; and I hereby represent and warrant that the Work does not infringe the rights of any other individual or entity. I hereby unconditionally release, hold harniless and indemnify the Florida Department of Environmental Protection, its employees, volunteers, and representatives of and from all claims, liabilities and losses arising out of or in connection with the Florida Department of Environmental Protection's use of the Work. This release and indemnification shall be binding upon me, and my heirs, executors, administrators and assigns. I have read and understand the terms of this release. Owner signature: Date: Photo/video/audio/artwork/recording file name(s): Location of photo/video/audio recording/artwork: Name of person accepting Work submission Exhibit G, DEP Agreement #: 22FRP61 11 / 19/2021 Page 1 of 1 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION RESILIENT FLORIDA GRANT PROGRAM CONTRACTUAL SERVICES CERTIFICATION Exhibit H Required for all grant agreements that include Contractual Services as an expenditure category. DEP Agreement Number: 22FRP 61 Project Title: Brickell and Coconut Grove Seawalls Project Grantee: City of Miami Prior to making a request for payment of contractual services, the Grantee must provide the following to the Department Grant Manager then responsible for the Grantee's Resilient Florida Grant Program grant agreement: 1. Documentation of the Grantee's procurement process, as consistent with Attachment 1, Paragraph 9(c) and Attachment 2, Paragraph 11; 2. A list of all subcontractor quote and/or bid amounts (as applicable), including the company naive and address for each subcontractor; 3. An explanation of how and why the Grantee made their determination(s) for the subcontractor(s) selected to perform certain task(s) under the Grantee's relevant grant agreement; and 4. This Exhibit H, signed and dated by the Grantee's own (non -Departmental) grant manager. By signing below, I certify that, on behalf of the Grantee, I have provided all the information required by items 1. through 3. of this exhibit, as stated above, to the Department Grant Manager currently responsible for the Grantee's Resilient Florida Grant Program grant agreement. I also certify that the procurement process the Grantee utilized follows all of said Grantee's non - Departmental policies and procedures for subcontractors. Grantee's Grant Manager Signature Print Name Date Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C AMENDMENT NO. 1 TO AGREEMENT NO. 22FRP61 BETWEEN FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION AND CITY OF MIAMI This Amendment to Agreement No. 22FRP61 (Agreement) is made by and between the Department of Environmental Protection (Department), an agency of the State of Florida, and City of Miami (Grantee), on the date last signed below. WHEREAS, the Department entered into the Agreement with the Grantee for Brickell and Coconut Grove Seawalls Project (Project), effective August 2, 2023; WHEREAS, the Department has requested an update to the Project Title shall hereinafter change from, "Brickell and Coconut Grove Seawalls Project" to "Miami Brickell and Coconut Grove Seawalls" with regards to any and all past, current, and future Project documents and communications directly concerning Agreement Number 22FRP61; WHEREAS, the DEPARTMENT has requested an update to Attachment 1, Attachment 2, Attachment 3, Attachment 6, Exhibit F, and Exhibit H following updates from the Office of the General Counsel; WHEREAS, the Department has requested to add Exhibit J to the Agreement as set forth herein; and, WHEREAS, other changes to the Agreement are necessary. NOW THEREFORE, the Department and Grantee hereby agree as follows: 1. Section 6. of the Standard Grant Agreement is hereby revised to the following: Department's Grant Manager Name: Ashley Larson Address: 3900 Commonwealth Blvd. MS#230 Tallahassee, FL 32399 Phone: (850) 245-8675 Email: ashley.m.larson@FloridaDEP.gov 2. Attachment 1, Standard Terms and Conditions, is hereby deleted in its entirety and replaced with Attachment 1-A, Revised Standard Terms and Conditions. All references in the Agreement to Attachment 1 shall hereinafter refer to Attachment 1-A, Revised Standard Terms and Conditions. 3. Attachment 2, Special Terms and Conditions, is hereby deleted in its entirety and replaced with Attachment 2-A, Revised Special Standard Terms and Conditions. All references in the Agreement to Attachment 2 shall hereinafter refer to Attachment 2-A, Revised Special Terms and Conditions. 4. Attachment 3, Grant Work Plan, is hereby deleted in its entirety and replaced with Attachment 3- A, Revised Grant Work Plan, as attached to this Amendment and hereby incorporated into the DEP Agreement No. 22FRP61, Amendment No. 1, Page 1 of 3 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Agreement. All references in the Agreement to Attachment 3 shall hereinafter refer to Attachment 3-A, Revised Grant Work Plan. 5. Attachment 6, Program Specific Requirements, is hereby deleted in its entirety and replaced with Attachment 6-A, Revised Program Specific Requirements, as attached to this Amendment and hereby incorporated into the Agreement. All references in the Agreement to Attachment 6 shall hereinafter refer to Attachment 6-A, Revised Program Specific Requirements. 6. Exhibit F, Final Project Report, is hereby deleted in its entirety and replaced with Exhibit F-1, Revised Final Project Report, attached hereto and made a part of the Agreement. All references in the Agreement to Exhibit F, shall hereinafter refer to Exhibit F-1, Revised Final Project Report. 7. Exhibit H, Contractual Services Certification, is hereby deleted in its entirety and replaced with Exhibit H-1, Revised Contractual Services Certification, attached hereto and made a part of the Agreement. All references in the Agreement to Exhibit H shall hereinafter refer to Exhibit H-1, Revised Contractual Services Certification. 8. All other terms and conditions of the Agreement remain in effect. If and to the extent that any inconsistency may appear between the Agreement and this Amendment, the provisions of this Amendment shall control. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK DEP Agreement No. 22FRP61, Amendment No. 1, Page 2 of 3 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C The parties agree to the terms and conditions of this Amendment and have duly authorized their respective representatives to sign it on the dates indicated below. CITY OF MIAMI FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION By: ///PLEASE SEE SIGNATURE PAGE BELOW/// Authorized Signature Arthur Noriega V., City Manager Print Name and Title Date: By: ,K Secretary or Designee Alex Reed, Director of the Office of Resilience and Coastal Protection Print Name and Title Date: 6/21/2024 List of attachments/exhibits included as part of this Amendment: Specify Type Letter/ Number Description Attachment 1-A Revised Standard Terms and Conditions (13 pages) Attachment 2-A Revised Special Terms and Conditions (3 pages) Attachment 3-A Revised Grant Work Plan (4 pages) Attachment 6-A Revised Program Specific Requirements (2 pages) Exhibit F-1 Revised Final Project Report (2 pages) Exhibit H-1 Revised Contractual Services Certification (1 page) Exhibit J PUR 1808 — Common Carrier Attestation (1 page) DEP Agreement No. 22FRP61, Amendment No. 1, Page 3 of 3 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C CITY OF MIAMI, a municipal ATTEST: corporation of the State of Florida Todd B.'Han'tonrCity Clerk Date: APPROVED AS TO FORM AND CORRECTNESS: r i eorge K. Wysv III Tate: City Attorney #24-652 DEP Agreement No. 22FRP61, Amendment No. 1 By: _ /(//.{ Arthur Noriega ; - i Manager Date: APPROVED AS TO INSURANCE REQUIREMENTS.: Ann -Marie Sharpe, Director Date: Risk Management Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION REVISED STANDARD TERMS AND CONDITIONS APPLICABLE TO GRANT AGREEMENTS ATTACHMENT 1-A 1. Entire Agreement. This Grant Agreement, including any Attachments and Exhibits referred to herein and/or attached hereto (Agreement), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral, with respect to such subject matter. Any terms and conditions included on Grantee's forms or invoices shall be null and void. 2. Grant Administration. a. Order of Precedence. If there are conflicting provisions among the documents that make up the Agreement, the order of precedence for interpretation of the Agreement is as follows: i. Standard Grant Agreement ii. Attachments other than Attachment 1, in numerical order as designated in the Standard Grant Agreement iii. Attachment 1, Standard Terms and Conditions iv. The Exhibits in the order designated in the Standard Grant Agreement b. All approvals, written or verbal, and other written communication among the parties, including all notices, shall be obtained by or sent to the parties' Grant Managers. All written communication shall be by electronic mail, U.S. Mail, a courier delivery service, or delivered in person. Notices shall be considered delivered when reflected by an electronic mail read receipt, a courier service delivery receipt, other mail service delivery receipt, or when receipt is acknowledged by recipient. If the notice is delivered in multiple ways, the notice will be considered delivered at the earliest delivery time. c. If a different Grant Manager is designated by either party after execution of this Agreement, notice of the name and contact information of the new Grant Manager will be submitted in writing to the other party and maintained in the respective parties' records. A change of Grant Manager does not require a formal amendment or change order to the Agreement. d. This Agreement may be amended, through a formal amendment or a change order, only by a written agreement between both parties. A formal amendment to this Agreement is required for changes which cause any of the following: (1) an increase or decrease in the Agreement funding amount; (2) a change in Grantee's match requirements; (3) a change in the expiration date of the Agreement; and/or (4) changes to the cumulative amount of funding transfers between approved budget categories, as defined in Attachment 3, Grant Work Plan, that exceeds or is expected to exceed twenty percent (20%) of the total budget as last approved by Department. A change order to this Agreement may be used when: (1) task timelines within the current authorized Agreement period change; (2) the cumulative transfer of funds between approved budget categories, as defined in Attachment 3, Grant Work Plan, are less than twenty percent (20%) of the total budget as last approved by Department; (3) changing the current funding source as stated in the Standard Grant Agreement; and/or (4) fund transfers between budget categories for the purposes of meeting match requirements. This Agreement may be amended to provide for additional services if additional funding is made available by the Legislature. e. All days in this Agreement are calendar days unless otherwise specified. 3. Agreement Duration. The term of the Agreement shall begin and end on the dates indicated in the Standard Grant Agreement, unless extended or terminated earlier in accordance with the applicable terms and conditions. The Grantee shall be eligible for reimbursement for work performed on or after the date of execution through the expiration date of this Agreement, unless otherwise specified in Attachment 2, Special Terms and Conditions. However, work performed prior to the execution of this Agreement may be reimbursable or used for match purposes if permitted by the Special Terms and Conditions. Attachment 1-A 1 of 13 Rev. 9/15/2023 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 4. Deliverables. The Grantee agrees to render the services or other units of deliverables as set forth in Attachment 3, Grant Work Plan. The services or other units of deliverables shall be delivered in accordance with the schedule and at the pricing outlined in the Grant Work Plan. Deliverables may be comprised of activities that must be completed prior to Department making payment on that deliverable. The Grantee agrees to perform in accordance with the terms and conditions set forth in this Agreement and all attachments and exhibits incorporated by the Standard Grant Agreement. 5. Performance Measures. The Grantee warrants that: (1) the services will be performed by qualified personnel; (2) the services will be of the kind and quality described in the Grant Work Plan; (3) the services will be performed in a professional and workmanlike manner in accordance with industry standards and practices; (4) the services shall not and do not knowingly infringe upon the intellectual property rights, or any other proprietary rights, of any third party; and (5) its employees, subcontractors, and/or subgrantees shall comply with any security and safety requirements and processes, if provided by Department, for work done at the Project Location(s). The Department reserves the right to investigate or inspect at any time to determine whether the services or qualifications offered by Grantee meet the Agreement requirements. Notwithstanding any provisions herein to the contrary, written acceptance of a particular deliverable does not foreclose Department's remedies in the event deficiencies in the deliverable cannot be readily measured at the time of delivery. 6. Acceptance of Deliverables. a. Acceptance Process. All deliverables must be received and accepted in writing by Department's Grant Manager before payment. The Grantee shall work diligently to correct all deficiencies in the deliverable that remain outstanding, within a reasonable time at Grantee 's expense. If Department's Grant Manager does not accept the deliverables within 30 days of receipt, they will be deemed rejected. b. Rejection of Deliverables. The Department reserves the right to reject deliverables, as outlined in the Grant Work Plan, as incomplete, inadequate, or unacceptable due, in whole or in part, to Grantee's lack of satisfactory performance under the terms of this Agreement. The Grantee's efforts to correct the rejected deliverables will be at Grantee's sole expense. Failure to fulfill the applicable technical requirements or complete all tasks or activities in accordance with the Grant Work Plan will result in rejection of the deliverable and the associated invoice. Payment for the rejected deliverable will not be issued unless the rejected deliverable is made acceptable to Department in accordance with the Agreement requirements. The Department, at its option, may allow additional time within which Grantee may remedy the objections noted by Department. The Grantee 's failure to make adequate or acceptable deliverables after a reasonable opportunity to do so shall constitute an event of default. 7. Financial Consequences for Nonperformance. a. Withholding Payment. In addition to the specific consequences explained in the Grant Work Plan and/or Special Terms and Conditions, the State of Florida (State) reserves the right to withhold payment when the Grantee has failed to perform/comply with provisions of this Agreement. None of the financial consequences for nonperformance in this Agreement as more fully described in the Grant Work Plan shall be considered penalties. b. Invoice reduction If Grantee does not meet a deadline for any deliverable, the Department will reduce the invoice by 1% for each day the deadline is missed, unless an extension is approved in writing by the Department. c. Corrective Action Plan. If Grantee fails to correct all the deficiencies in a rejected deliverable within the specified timeframe, Department may, in its sole discretion, request that a proposed Corrective Action Plan (CAP) be submitted by Grantee to Department. The Department requests that Grantee specify the outstanding deficiencies in the CAP. All OAPs must be able to be implemented and performed in no more than sixty (60) calendar days. i. The Grantee shall submit a CAP within ten (10) days of the date of the written request from Department. The CAP shall be sent to the Department's Grant Manager for review and approval. Within ten (10) days of receipt of a CAP, Department shall notify Grantee in writing whether the CAP proposed has been accepted. If the CAP is not accepted, Grantee shall have ten (10) days from receipt of Department letter rejecting the proposal to submit a revised proposed CAP. Failure to obtain Department approval of a CAP as specified above may result in Department's termination of this Agreement for cause as authorized in this Agreement. ii. Upon Department's notice of acceptance of a proposed CAP, Grantee shall have ten (10) days to commence implementation of the accepted plan. Acceptance of the proposed CAP by Department does not relieve Grantee of any of its obligations under the Agreement. In the event the CAP fails to correct or eliminate performance deficiencies by Grantee, Department shall retain the right to Attachment 1-A 2of13 Rev. 9/15/2023 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C require additional or further remedial steps, or to terminate this Agreement for failure to perform. No actions approved by Department or steps taken by Grantee shall preclude Department from subsequently asserting any deficiencies in performance. The Grantee shall continue to implement the CAP until all deficiencies are corrected. Reports on the progress of the CAP will be made to Department as requested by Department's Grant Manager. iii. Failure to respond to a Department request for a CAP or failure to correct a deficiency in the performance of the Agreement as specified by Department may result in termination of the Agreement. 8. Payment. a. Payment Process. Subject to the terms and conditions established by the Agreement, the pricing per deliverable established by the Grant Work Plan, and the billing procedures established by Department, Department agrees to pay Grantee for services rendered in accordance with section 215.422, Florida Statutes (F.S.). b. Taxes. The Department is exempted from payment of State sales, use taxes and Federal excise taxes. The Grantee, however, shall not be exempted from paying any taxes that it is subject to, including State sales and use taxes, or for payment by Grantee to suppliers for taxes on materials used to fulfill its contractual obligations with Department. The Grantee shall not use Department's exemption number in securing such materials. The Grantee shall be responsible and liable for the payment of all its FICA/Social Security and other taxes resulting from this Agreement. c. Maximum Amount of Agreement. The maximum amount of compensation under this Agreement, without an amendment, is described in the Standard Grant Agreement. Any additional funds necessary for the completion of this Project are the responsibility of Grantee. d. Reimbursement for Costs. The Grantee shall be paid on a cost reimbursement basis for all eligible Project costs upon the completion, submittal, and approval of each deliverable identified in the Grant Work Plan. Reimbursement shall be requested on Exhibit C, Payment Request Summary Form. To be eligible for reimbursement, costs must be in compliance with laws, rules, and regulations applicable to expenditures of State funds, including, but not limited to, the Reference Guide for State Expenditures, which can be accessed at the following web address: https://www.myfloridacfo.com/docs-sf/accounting-and-auditing-libraries/state- agencies/reference-guide-for-state-expenditures.pdf. e. Rural Communities and Rural Areas of Opportunity. If Grantee is a county or municipality that qualifies as a "rural community" or "rural area of opportunity" (RAO) as defined in subsection 288.0656(2), F.S., such Grantee may request from the Department that all invoice payments (i.e., cost reimbursement) under this Agreement be directed to the relevant county or municipality or to the RAO itself. The Department will agree to Grantee's request if: i. Grantee demonstrates that it is a county or municipality that qualifies as a "rural community" or "rural area of opportunity" under subsection 288.0656(2), F.S.; ii. Grantee demonstrates current financial hardship using one (1) or more of the "economic distress" factors defined in subsection 288.0656(2) (c), F.S.; iii. Grantee's performance has been verified by the Department, which has determined that Grantee is eligible for cost reimbursement and that Grantee's performance has been completed in accordance with this Agreement's terms and conditions; and iv. Applicable federal and state law(s), rule(s) and regulation(s) allow for such payments. This subsection may not be construed to alter or limit any other applicable provisions of federal or state law, rule, or regulation. A current list of Florida's designated RAOs can be accessed at the following web address: https://floridajobs. org/community-planning-and-development/rural-community-programs/rural-areas-of- opportunity. f. Invoice Detail. All charges for services rendered or for reimbursement of expenses authorized by Department pursuant to the Grant Work Plan shall be submitted to Department in sufficient detail for a proper pre -audit and post -audit to be performed. The Grantee shall only invoice Department for deliverables that are completed in accordance with the Grant Work Plan. g. State Funds Documentation. Pursuant to section 216.1366, F.S., if Contractor meets the definition of a non-profit organization under section 215.97(2) (m) , F.S., Contractor must provide the Department with documentation that indicates the amount of state funds: i. Allocated to be used during the full term of the contract or agreement for remuneration to any member of the board of directors or an officer of Contractor. ii. Allocated under each payment by the public agency to be used for remuneration of any member of the board of directors or an officer of the Contractor. Attachment 1-A 3of13 Rev. 9/15/2023 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C The documentation must indicate the amounts and recipients of the remuneration. Such information must be posted on the State's the contract tracking system and maintained pursuant to section 215.985, F.S., and must be posted on the Contractor's website, if Contractor maintains a website. h. Interim Payments. Interim payments may be made by Department, at its discretion, if the completion of deliverables to date have first been accepted in writing by Department's Grant Manager. i. Final Payment Request. A final payment request should be submitted to Department no later than sixty (60) days following the expiration date of the Agreement to ensure the availability of funds for payment. However, all work performed pursuant to the Grant Work Plan must be performed on or before the expiration date of the Agreement. j. Annual Appropriation Contingency. The State's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. This Agreement is not a commitment of future appropriations. Authorization for continuation and completion of work and any associated payments may be rescinded, with proper notice, at the discretion of Department if the Legislature reduces or eliminates appropriations. k. Interest Rates. All interest rates charged under the Agreement shall be calculated on the prevailing rate used by the State Board of Administration. To obtain the applicable interest rate, please refer to: https://www. myfloridacfo. com/division/aa/local-governments/judgement-interest-rates. 1. Refund of Payments to the Department. Any balance of unobligated funds that have been advanced or paid must be refunded to Department. Any funds paid in excess of the amount to which Grantee or subgrantee is entitled under the terms of the Agreement must be refunded to Department. If this Agreement is funded with federal funds and the Department is required to refund the federal government, the Grantee shall refund the Department its share of those funds. 9. Documentation Required for Cost Reimbursement Grant Agreements and Match. If Cost Reimbursement or Match is authorized in Attachment 2, Special Terms and Conditions, the following conditions apply. Supporting documentation must be provided to substantiate cost reimbursement or match requirements for the following budget categories: a. Salary/Wages. Grantee shall list personnel involved, position classification, direct salary rates, and hours spent on the Project in accordance with Attachment 3, Grant Work Plan in their documentation for reimbursement or match requirements. b. Overhead/Indirect/General and Administrative Costs. If Grantee is being reimbursed for or claiming match for multipliers, all multipliers used (i.e., fringe benefits, overhead, indirect, and/or general and administrative rates) shall be supported by audit. If Department determines that multipliers charged by Grantee exceeded the rates supported by audit, Grantee shall be required to reimburse such funds to Department within thirty (30) days of written notification. Interest shall be charged on the excessive rate. c. Contractual Costs (Subcontractors) . Match or reimbursement requests for payments to subcontractors must be substantiated by copies of invoices with backup documentation identical to that required from Grantee. Subcontracts which involve payments for direct salaries shall clearly identify the personnel involved, salary rate per hour, and hours spent on the Project. All eligible multipliers used (i.e., fringe benefits, overhead, indirect, and/or general and administrative rates) shall be supported by audit. If Department determines that multipliers charged by any subcontractor exceeded the rates supported by audit, Grantee shall be required to reimburse such funds to Department within thirty (30) days of written notification. Interest shall be charged on the excessive rate. Nonconsumable and/or nonexpendable personal property or equipment costing $5,000 or more purchased for the Project under a subcontract is subject to the requirements set forth in chapters 273 and/or 274, F.S., and Chapter 69I-72, Florida Administrative Code (F.A.C.) and/or Chapter 69I-73, F.A.C., as applicable. The Grantee shall be responsible for maintaining appropriate property records for any subcontracts that include the purchase of equipment as part of the delivery of services. The Grantee shall comply with this requirement and ensure its subcontracts issued under this Agreement, if any, impose this requirement, in writing, on its subcontractors. i. For fixed -price (vendor) subcontracts, the following provisions shall apply: The Grantee may award, on a competitive basis, fixed -price subcontracts to consultants/contractors in performing the work described in Attachment 3, Grant Work Plan. Invoices submitted to Department for fixed - price subcontracted activities shall be supported with a copy of the subcontractor's invoice and a copy of the tabulation form for the competitive procurement process (e.g., Invitation to Bid, Request for Proposals, or other similar competitive procurement document) resulting in the fixed -price subcontract. The Grantee may request approval from Department to award a fixed -price subcontract resulting from procurement methods other than those identified above. In this instance, Grantee shall request the advance written approval from Department's Grant Manager of the fixed price Attachment 1-A 4of13 Rev. 9/15/2023 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C negotiated by Grantee. The letter of request shall be supported by a detailed budget and Scope of Services to be performed by the subcontractor. Upon receipt of Department Grant Manager's approval of the fixed -price amount, Grantee may proceed in finalizing the fixed -price subcontract. ii. If the procurement is subject to the Consultant's Competitive Negotiation Act under section 287.055, F.S. or the Brooks Act, Grantee must provide documentation clearly evidencing it has complied with the statutory or federal requirements. d. Travel. All requests for match or reimbursement of travel expenses shall be in accordance with section 112.061, F.S. e. Direct Purchase Equipment. For the purposes of this Agreement, Equipment is defined as capital outlay costing $5,000 or more. Match or reimbursement for Grantee's direct purchase of equipment is subject to specific approval of Department, and does not include any equipment purchased under the delivery of services to be completed by a subcontractor. Include copies of invoices or receipts to document purchases, and a properly completed Exhibit B, Property Reporting Form. f. Rental/Lease of Equipment. Match or reimbursement requests for rental/lease of equipment must include copies of invoices or receipts to document charges. g. Miscellaneous/Other Expenses. If miscellaneous or other expenses, such as materials, supplies, non -excluded phone expenses, reproduction, or mailing, are reimbursable or available for match or reimbursement under the terms of this Agreement, the documentation supporting these expenses must be itemized and include copies of receipts or invoices. Additionally, independent of Grantee's contract obligations to its subcontractor, Department shall not reimburse any of the following types of charges: cell phone usage; attorney's fees or court costs; civil or administrative penalties; or handling fees, such as set percent overages associated with purchasing supplies or equipment. h. Land Acquisition. Reimbursement for the costs associated with acquiring interest and/or rights to real property (including access rights through ingress/egress easements, leases, license agreements, or other site access agreements; and/or obtaining record title ownership of real property through purchase) must be supported by the following, as applicable: Copies of Property Appraisals, Environmental Site Assessments, Surveys and Legal Descriptions, Boundary Maps, Acreage Certification, Title Search Reports, Title Insurance, Closing Statements/Documents, Deeds, Leases, Easements, License Agreements, or other legal instrument documenting acquired property interest and/or rights. If land acquisition costs are used to meet match requirements, Grantee agrees that those funds shall not be used as match for any other Agreement supported by State or Federal funds. 10. Status Reports. The Grantee shall submit status reports quarterly, unless otherwise specified in the Attachments, on Exhibit A, Progress Report Form, to Department's Grant Manager describing the work performed during the reporting period, problems encountered, problem resolutions, scheduled updates, and proposed work for the next reporting period. Quarterly status reports are due no later than twenty (20) days following the completion of the quarterly reporting period. For the purposes of this reporting requirement, the quarterly reporting periods end on March 31, June 30, September 30 and December 31. The Department will review the required reports submitted by Grantee within thirty (30) days. 11. Retainage. The following provisions apply if Department withholds retainage under this Agreement: a. The Department reserves the right to establish the amount and application of retainage on the work performed under this Agreement up to the maximum percentage described in Attachment 2, Special Terms and Conditions. Retainage may be withheld from each payment to Grantee pending satisfactory completion of work and approval of all deliverables. b. If Grantee fails to perform the requested work or fails to perform the work in a satisfactory manner, Grantee shall forfeit its right to payment of the retainage associated with the work. Failure to perform includes, but is not limited to, failure to submit the required deliverables or failure to provide adequate documentation that the work was actually performed. The Department shall provide written notification to Grantee of the failure to perform that shall result in retainage forfeiture. If the Grantee does not correct the failure to perform within the timeframe stated in Department's notice, the retainage will be forfeited to Department. c. No retainage shall be released or paid for incomplete work while this Agreement is suspended. d. Except as otherwise provided above, Grantee shall be paid the retainage associated with the work, provided Grantee has completed the work and submits an invoice for retainage held in accordance with the invoicing procedures under this Agreement. 12. Insurance. Attachment 1-A 5of13 Rev. 9/15/2023 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C a. Insurance Requirements for Sub -Grantees and/or Subcontractors. The Grantee shall require its sub -grantees and/or subcontractors, if any, to maintain insurance coverage of such types and with such terms and limits as described in this Agreement. The Grantee shall require all its sub -grantees and/or subcontractors, if any, to make compliance with the insurance requirements of this Agreement a condition of all contracts that are related to this Agreement. Sub -grantees and/or subcontractors must provide proof of insurance upon request. b. Deductibles. The Department shall be exempt from, and in no way liable for, any sums of money representing a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the Grantee providing such insurance. c. Proof of Insurance. Upon execution of this Agreement, Grantee shall provide Department documentation demonstrating the existence and amount for each type of applicable insurance coverage prior to performance of any work under this Agreement. Upon receipt of written request from Department, Grantee shall furnish Department with proof of applicable insurance coverage by standard form certificates of insurance, a self - insured authorization, or other certification of self-insurance. d. Duty to Maintain Coverage. In the event that any applicable coverage is cancelled by the insurer for any reason, or if Grantee cannot get adequate coverage, Grantee shall immediately notify Department of such cancellation and shall obtain adequate replacement coverage conforming to the requirements herein and provide proof of such replacement coverage within ten (10) days after the cancellation of coverage. e. Insurance Trust. If the Grantee's insurance is provided through an insurance trust, the Grantee shall instead add the Department of Environmental Protection, its employees, and officers as an additional covered party everywhere the Agreement requires them to be added as an additional insured. 13. Termination. a. Termination for Convenience. When it is in the State's best interest, Department may, at its sole discretion, terminate the Agreement in whole or in part by giving 30 days' written notice to Grantee. The Department shall notify Grantee of the termination for convenience with instructions as to the effective date of termination or the specific stage of work at which the Agreement is to be terminated. The Grantee must submit all invoices for work to be paid under this Agreement within thirty (30) days of the effective date of termination. The Department shall not pay any invoices received after thirty (30) days of the effective date of termination. b. Termination for Cause. The Department may terminate this Agreement if any of the events of default described in the Events of Default provisions below occur or in the event that Grantee fails to fulfill any of its other obligations under this Agreement. If, after termination, it is determined that Grantee was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of Department. The rights and remedies of Department in this clause are in addition to any other rights and remedies provided by law or under this Agreement. c. Grantee Obligations upon Notice of Termination. After receipt of a notice of termination or partial termination unless as otherwise directed by Department, Grantee shall not furnish any service or deliverable on the date, and to the extent specified, in the notice. However, Grantee shall continue work on any portion of the Agreement not terminated. If the Agreement is terminated before performance is completed, Grantee shall be paid only for that work satisfactorily performed for which costs can be substantiated. The Grantee shall not be entitled to recover any cancellation charges or lost profits. d. Continuation of Prepaid Services. If Department has paid for any services prior to the expiration, cancellation, or termination of the Agreement, Grantee shall continue to provide Department with those services for which it has already been paid or, at Department's discretion, Grantee shall provide a refund for services that have been paid for but not rendered. e. Transition of Services Upon Termination, Expiration, or Cancellation of the Agreement. If services provided under the Agreement are being transitioned to another provider(s), Grantee shall assist in the smooth transition of Agreement services to the subsequent provider(s). This requirement is at a minimum an affirmative obligation to cooperate with the new provider(s), however additional requirements may be outlined in the Grant Work Plan. The Grantee shall not perform any services after Agreement expiration or termination, except as necessary to complete the transition or continued portion of the Agreement, if any. 14. Notice of Default. If Grantee defaults in the performance of any covenant or obligation contained in the Agreement, including, any of the events of default, Department shall provide notice to Grantee and an opportunity to cure that is reasonable under the circumstances. This notice shall state the nature of the failure to perform and provide a time certain for correcting the failure. The notice will also provide that, should the Grantee fail to perform within the time provided, Grantee will be found in default, and Department may terminate the Agreement effective as of the date of receipt of the default notice. Attachment 1-A 6of13 Rev. 9/15/2023 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 15. Events of Default. Provided such failure is not the fault of Department or outside the reasonable control of Grantee, the following non- exclusive list of events, acts, or omissions, shall constitute events of default: a. The commitment of any material breach of this Agreement by Grantee, including failure to timely deliver a material deliverable, failure to perform the minimal level of services required for a deliverable, discontinuance of the performance of the work, failure to resume work that has been discontinued within a reasonable time after notice to do so, or abandonment of the Agreement; b. The commitment of any material misrepresentation or omission in any materials, or discovery by the Department of such, made by the Grantee in this Agreement or in its application for funding; c. Failure to submit any of the reports required by this Agreement or having submitted any report with incorrect, incomplete, or insufficient information; d. Failure to honor any term of the Agreement; e. Failure to abide by any statutory, regulatory, or licensing requirement, including an entry of an order revoking the certificate of authority granted to the Grantee by a state or other licensing authority; f. Failure to pay any and all entities, individuals, and furnishing labor or materials, or failure to make payment to any other entities as required by this Agreement; g. Employment of an unauthorized alien in the performance of the work, in violation of Section 274 (A) of the Immigration and Nationality Act; h. Failure to maintain the insurance required by this Agreement; i. One or more of the following circumstances, uncorrected for more than thirty (30) days unless, within the specified 30-day period, Grantee (including its receiver or trustee in bankruptcy) provides to Department adequate assurances, reasonably acceptable to Department, of its continuing ability and willingness to fulfill its obligations under the Agreement: i. Entry of an order for relief under Title 11 of the United States Code; ii. The making by Grantee of a general assignment for the benefit of creditors; iii. The appointment of a general receiver or trustee in bankruptcy of Grantee's business or property; and/or iv. An action by Grantee under any state insolvency or similar law for the purpose of its bankruptcy, reorganization, or liquidation. 16. Suspension of Work. The Department may, in its sole discretion, suspend any or all activities under the Agreement, at any time, when it is in the best interest of the State to do so. The Department shall provide Grantee written notice outlining the particulars of suspension. Examples of reasons for suspension include, but are not limited to, budgetary constraints, declaration of emergency, or other such circumstances. After receiving a suspension notice, Grantee shall comply with the notice. Within 90 days, or any longer period agreed to by the parties, Department shall either: (1) issue a notice authorizing resumption of work, at which time activity shall resume; or (2) terminate the Agreement. If the Agreement is terminated after 30 days of suspension, the notice of suspension shall be deemed to satisfy the thirty (30) days' notice required for a notice of termination for convenience. Suspension of work shall not entitle Grantee to any additional compensation. 17. Force Majeure. The Grantee shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of Grantee or its employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond Grantee's control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to Grantee. In case of any delay Grantee believes is excusable, Grantee shall notify Department in writing of the delay or potential delay and describe the cause of the delay either (1) within ten days after the cause that creates or will create the delay first arose, if Grantee could reasonably foresee that a delay could occur as a result; or (2) if delay is not reasonably foreseeable, within five days after the date Grantee first had reason to believe that a delay could result. THE FOREGOING SHALL CONSTITUTE THE GRANTEE'S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages, other than for an extension of time, shall be asserted against Department. The Grantee shall not be entitled to an increase in the Agreement price or payment of any kind from Department for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after the causes have ceased to exist Grantee shall perform at no increased cost, unless Department determines, in its sole Attachment 1-A 7of13 Rev. 9/15/2023 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C discretion, that the delay will significantly impair the value of the Agreement to Department, in which case Department may: (1) accept allocated performance or deliveries from Grantee, provided that Grantee grants preferential treatment to Department with respect to products subjected to allocation; (2) contract with other sources (without recourse to and by Grantee for the related costs and expenses) to replace all or part of the products or services that are the subject of the delay, which purchases may be deducted from the Agreement quantity; or (3) terminate Agreement in whole or in part. 18. Indemnification. a. The Grantee shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall fully indemnify, defend, and hold harmless Department and its officers, agents, and employees, from suits, actions, damages, and costs of every name and description arising from or relating to: i. personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by Grantee, its agents, employees, partners, or subcontractors; provided, however, that Grantee shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of Department; ii. the Grantee's breach of this Agreement or the negligent acts or omissions of Grantee. b. The Grantee's obligations under the preceding paragraph with respect to any legal action are contingent upon Department giving Grantee: (1) written notice of any action or threatened action; (2) the opportunity to take over and settle or defend any such action at Grantee's sole expense; and (3) assistance in defending the action at Grantee's sole expense. The Grantee shall not be liable for any cost, expense, or compromise incurred or made by Department in any legal action without Grantee's prior written consent, which shall not be unreasonably withheld. c. Notwithstanding sections a. and b. above, the following is the sole indemnification provision that applies to Grantees that are govemmental entities: Each party hereto agrees that it shall be solely responsible for the negligent or wrongful acts of its employees and agents. However, nothing contained herein shall constitute a waiver by either party of its sovereign immunity or the provisions of section 768.28, F.S. Further, nothing herein shall be construed as consent by a state agency or subdivision of the State to be sued by third parties in any matter arising out of any contract or this Agreement. d. No provision in this Agreement shall require Department to hold harmless or indemnify Grantee, insure or assume liability for Grantee's negligence, waive Department's sovereign immunity under the laws of Florida, or otherwise impose liability on Department for which it would not otherwise be responsible. Any provision, implication or suggestion to the contrary is null and void. 19. Limitation of Liability. The Department's liability for any claim arising from this Agreement is limited to compensatory damages in an amount no greater than the sum of the unpaid balance of compensation due for goods or services rendered pursuant to and in compliance with the terms of the Agreement. Such liability is further limited to a cap of $100,000. 20. Remedies. Nothing in this Agreement shall be construed to make Grantee liable for force majeure events. Nothing in this Agreement, including financial consequences for nonperformance, shall limit Department's right to pursue its remedies for other types of damages under the Agreement, at law or in equity. The Department may, in addition to other remedies available to it, at law or in equity and upon notice to Grantee, retain such monies from amounts due Grantee as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against it. 21. Waiver. The delay or failure by Department to exercise or enforce any of its rights under this Agreement shall not constitute or be deemed a waiver of Department's right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. 22. Statutory Notices Relating to Unauthorized Employment and Subcontracts. a. The Department shall consider the employment by any Grantee of unauthorized aliens a violation of Section 274A(e) of the Immigration and Nationality Act. If Grantee/subcontractor knowingly employs unauthorized aliens, such violation shall be cause for unilateral cancellation of this Agreement. The Grantee shall be responsible for including this provision in all subcontracts with private organizations issued as a result of this Agreement. b. Pursuant to sections 287.133, 287.134, and 287.137 F.S., the following restrictions apply to persons placed on the convicted vendor list, discriminatory vendor list, or the antitrust violator vendor list: i. Public Entity Crime. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may Attachment 1-A 8 of 13 Rev. 9/15/2023 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a Grantee, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in section 287.017, F.S., for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. ii. Discriminatory Vendors. An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity. iii. Antitrust Violator Vendors. A person or an affiliate who has been placed on the antitrust violator vendor list following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply on any contract to provide any good or services to a public entity; may not submit a bid, proposal, or reply on any contract with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on leases of real property to a public entity; may not be awarded or perform work as a Grantee, supplier, subcontractor, or consultant under a contract with a public entity; and may not transact new business with a public entity. iv. Notification. The Grantee shall notify Department if it or any of its suppliers, subcontractors, or consultants have been placed on the convicted vendor list, the discriminatory vendor list, or antitrust violator vendor list during the life of the Agreement. The Florida Department of Management Services is responsible for maintaining the discriminatory vendor list and the antitrust violator vendor list and posts the list on its website. Questions regarding the discriminatory vendor list or antitrust violator vendor list may be directed to the Florida Department of Management Services, Office of Supplier Diversity, at (850) 487-0915. 23. Compliance with Federal, State and Local Laws. a. The Grantee and all its agents shall comply with all federal, state and local regulations, including, but not limited to, nondiscrimination, wages, social security, workers' compensation, licenses, and registration requirements. The Grantee shall include this provision in all subcontracts issued as a result of this Agreement. b. No person, on the grounds of race, creed, color, religion, national origin, age, gender, or disability, shall be excluded from participation in; be denied the proceeds or benefits of; or be otherwise subjected to discrimination in performance of this Agreement. c. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. d. Any dispute concerning performance of the Agreement shall be processed as described herein. Jurisdiction for any damages arising under the terms of the Agreement will be in the courts of the State, and venue will be in the Second Judicial Circuit, in and for Leon County. Except as otherwise provided by law, the parties agree to be responsible for their own attorney fees incurred in connection with disputes arising under the terms of this Agreement. 24. Build America, Buy America Act (BABA) - Infrastructure Projects with Federal Funding. This provision does not apply to Agreements that are wholly funded by Coronavirus State and Local Fiscal Recovery Funds under the American Rescue Plan Act. Also, this provision does not apply where there is a valid waiver in place. However, the provision may apply to funds expended before the waiver or after expiration of the waiver. If applicable, Recipients or Subrecipients of an award of Federal financial assistance from a program for infrastructure are required to comply with the Build America, Buy America Act (BABA) , including the following provisions: a. All iron and steel used in the project are produced in the United States --this means all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States; b. All manufactured products used in the project are produced in the United States -this means the manufactured product was manufactured in the United States; and the cost of the components of the manufactured product that are mined, produced, or manufactured in the United States is greater than 55 percent of the total cost of all components of the manufactured product, unless another standard for determining the minimum amount of domestic content of the manufactured product has been established under applicable law or regulation; and Attachment 1-A 9 of 13 Rev. 9/15/2023 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C c. All construction materials are manufactured in the United States -this means that all manufacturing processes for the construction material occurred in the United States. The Buy America preference only applies to articles, materials, and supplies that are consumed in, incorporated into, or affixed to an infrastructure project. As such, it does not apply to tools, equipment, and supplies, such as temporary scaffolding, brought to the construction site and removed at or before the completion of the infrastructure project. Nor does a Buy America preference apply to equipment and furnishings, such as movable chairs, desks, and portable computer equipment, that are used at or within the finished infrastructure project but are not an integral part of the structure or permanently affixed to the infrastructure project. 25. Investing in America Grantees of an award for construction projects in whole or in part by the Bipartisan Infrastructure Law or the Inflation Reduction Act, including the following provision: a. Signage Requirements a. Investing in America Emblem: The recipient will ensure that a sign is placed at construction sites supported in whole or in part by this award displaying the official Investing in America emblem and must identify the project as a "project funded by President Biden's Bipartisan Infrastructure Law" or "project funded by President Biden's Inflation Reduction Act" as applicable. The sign must be placed at construction sites in an easily visible location that can be directly linked to the work taking place and must be maintained in good condition throughout the construction period. The recipient will ensure compliance with the guidelines and design specifications provided by EPA for using the official Investing in America emblem available at: https://www.epa.gov/invest/investing-america-signage. b. Procuring Signs: Consistent with section 6002 of RCRA, 42 U.S.C. 6962, and 2 CFR 200.323, recipients are encouraged to use recycled or recovered materials when procuring signs. Signage costs are considered an allowable cost under this assistance agreement provided that the costs associated with signage are reasonable. Additionally, to increase public awareness of projects serving communities where English is not the predominant language, recipients are encouraged to translate the language on signs (excluding the official Investing in America emblem or EPA logo or seal) into the appropriate non-English language (s). The costs of such translation are allowable, provided the costs are reasonable. 26. Scrutinized Companies. a. Grantee certifies that it is not on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel. Pursuant to section 287.135, F.S., the Department may immediately terminate this Agreement at its sole option if the Grantee is found to have submitted a false certification; or if the Grantee is placed on the Scrutinized Companies that Boycott Israel List or is engaged in the boycott of Israel during the term of the Agreement. b. If this Agreement is for more than one million dollars, the Grantee certifies that it is also not on the Scrutinized Companies with Activities in Sudan, Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged with business operations in Cuba or Syria as identified in section 287.135, F.S. Pursuant to section 287.135, F.S., the Department may immediately terminate this Agreement at its sole option if the Grantee is found to have submitted a false certification; or if the Grantee is placed on the Scrutinized Companies with Activities in Sudan List, or Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged with business operations in Cuba or Syria during the term of the Agreement. c. As provided in subsection 287.135(8), F.S., if federal law ceases to authorize these contracting prohibitions, then they shall become inoperative. 27. Lobbying and Integrity. The Grantee agrees that no funds received by it under this Agreement will be expended for the purpose of lobbying the Legislature or a State agency pursuant to section 216.347, F.S., except that pursuant to the requirements of section 287.058(6), F.S., during the term of any executed agreement between Grantee and the State, Grantee may lobby the executive or legislative branch concerning the scope of services, performance, term, or compensation regarding that agreement. The Grantee shall comply with sections 11.062 and 216.347, F.S. 28. Record Keeping. The Grantee shall maintain books, records and documents directly pertinent to performance under this Agreement in accordance with United States generally accepted accounting principles (US GAAP) consistently applied. The Department, the State, or their authorized representatives shall have access to such records for audit purposes during Attachment 1-A 10 of 13 Rev. 9/15/2023 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C the term of this Agreement and for five (5) years following the completion date or termination of the Agreement. In the event that any work is subcontracted, Grantee shall similarly require each subcontractor to maintain and allow access to such records for audit purposes. Upon request of Department's Inspector General, or other authorized State official, Grantee shall provide any type of information the Inspector General deems relevant to Grantee's integrity or responsibility. Such information may include, but shall not be limited to, Grantee's business or financial records, documents, or files of any type or form that refer to or relate to Agreement. The Grantee shall retain such records for the longer of: (1) three years after the expiration of the Agreement; or (2) the period required by the General Records Schedules maintained by the Florida Department of State (available at: http://dos.myflorida.com/library-archives/records-management/general-records-schedules/) . 29. Audits. a. Inspector General. The Grantee understands its duty, pursuant to section 20.055(5), F.S., to cooperate with the inspector general in any investigation, audit, inspection, review, or hearing. The Grantee will comply with this duty and ensure that its sub -grantees and/or subcontractors issued under this Agreement, if any, impose this requirement, in writing, on its sub -grantees and/or subcontractors, respectively. b. Physical Access and Inspection. Department personnel shall be given access to and may observe and inspect work being performed under this Agreement, with reasonable notice and during normal business hours, including by any of the following methods: i. Grantee shall provide access to any location or facility on which Grantee is performing work, or storing or staging equipment, materials or documents; ii. Grantee shall permit inspection of any facility, equipment, practices, or operations required in performance of any work pursuant to this Agreement; and, iii. Grantee shall allow and facilitate sampling and monitoring of any substances, soils, materials or parameters at any location reasonable or necessary to assure compliance with any work or legal requirements pursuant to this Agreement. c. Special Audit Requirements. The Grantee shall comply with the applicable provisions contained in Attachment 5, Special Audit Requirements. Each amendment that authorizes a funding increase or decrease shall include an updated copy of Exhibit 1, to Attachment 5. If Department fails to provide an updated copy of Exhibit 1 to include in each amendment that authorizes a funding increase or decrease, Grantee shall request one from the Department's Grants Manager. The Grantee shall consider the type of financial assistance (federal and/or state) identified in Attachment 5, Exhibit 1 and determine whether the terms of Federal and/or Florida Single Audit Act Requirements may further apply to lower tier transactions that may be a result of this Agreement. For federal financial assistance, Grantee shall utilize the guidance provided under 2 CFR §200.331 for determining whether the relationship represents that of a subrecipient or vendor. For State financial assistance, Grantee shall utilize the form entitled "Checklist for Nonstate Organizations Recipient/Subrecipient vs Vendor Determination" (form number DFS-A2-NS) that can be found under the "Links/Forms" section appearing at the following website: https : \\apps. fldfs. com\fsaa. d. Proof of Transactions. In addition to documentation provided to support cost reimbursement as described herein, Department may periodically request additional proof of a transaction to evaluate the appropriateness of costs to the Agreement pursuant to State guidelines (including cost allocation guidelines) and federal, if applicable. Allowable costs and uniform administrative requirements for federal programs can be found under 2 CFR 200. The Department may also request a cost allocation plan in support of its multipliers (overhead, indirect, general administrative costs, and fringe benefits). The Grantee must provide the additional proof within thirty (30) days of such request. e. No Commingling of Funds. The accounting systems for all Grantees must ensure that these funds are not commingled with funds from other agencies. Funds from each agency must be accounted for separately. Grantees are prohibited from commingling funds on either a program -by -program or a project -by -project basis. Funds specifically budgeted and/or received for one project may not be used to support another project. Where a Grantee's, or subrecipient's, accounting system cannot comply with this requirement, Grantee, or subrecipient, shall establish a system to provide adequate fund accountability for each project it has been awarded. i. If Department finds that these funds have been commingled, Department shall have the right to demand a refund, either in whole or in part, of the funds provided to Grantee under this Agreement for non-compliance with the material terms of this Agreement. The Grantee, upon such written notification from Department shall refund, and shall forthwith pay to Department, the amount of money demanded by Department. Interest on any refund shall be calculated based on the prevailing rate used by the State Board of Administration. Interest shall be calculated from the date (s) the Attachment 1-A 11 of 13 Rev. 9/15/2023 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C original payment (s) are received from Department by Grantee to the date repayment is made by Grantee to Department. ii. In the event that the Grantee recovers costs, incurred under this Agreement and reimbursed by Department, from another source (s), Grantee shall reimburse Department for all recovered funds originally provided under this Agreement and interest shall be charged for those recovered costs as calculated on from the date (s) the payment(s) are recovered by Grantee to the date repayment is made to Department. iii. Notwithstanding the requirements of this section, the above restrictions on commingling funds do not apply to agreements where payments are made purely on a cost reimbursement basis. 30. Conflict of Interest. The Grantee covenants that it presently has no interest and shall not acquire any interest which would conflict in any manner or degree with the performance of services required. 31. Independent Contractor. The Grantee is an independent contractor and is not an employee or agent of Department. 32. Subcontracting. a. Unless otherwise specified in the Special Terms and Conditions, all services contracted for are to be performed solely by Grantee. b. The Department may, for cause, require the replacement of any Grantee employee, subcontractor, or agent. For cause, includes, but is not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with an applicable Department policy or other requirement. c. The Department may, for cause, deny access to Department's secure information or any facility by any Grantee employee, subcontractor, or agent. d. The Department's actions under paragraphs b. or c. shall not relieve Grantee of its obligation to perform all work in compliance with the Agreement. The Grantee shall be responsible for the payment of all monies due under any subcontract. The Department shall not be liable to any subcontractor for any expenses or liabilities incurred under any subcontract and Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred under any subcontract. e. The Department will not deny Grantee's employees, subcontractors, or agents access to meetings within the Department's facilities, unless the basis of Department's denial is safety or security considerations. f. The Department supports diversity in its procurement program and requests that all subcontracting opportunities afforded by this Agreement embrace diversity enthusiastically. The award of subcontracts should reflect the full diversity of the citizens of the State. A list of minority -owned firms that could be offered subcontracting opportunities may be obtained by contacting the Office of Supplier Diversity at (850) 487-0915. g. The Grantee shall not be liable for any excess costs for a failure to perform, if the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is completely beyond the control of both Grantee and the subcontractor(s), and without the fault or negligence of either, unless the subcontracted products or services were obtainable from other sources in sufficient time for Grantee to meet the required delivery schedule. 33. Guarantee of Parent Company. If Grantee is a subsidiary of another corporation or other business entity, Grantee asserts that its parent company will guarantee all of the obligations of Grantee for purposes of fulfilling the obligations of Agreement. In the event Grantee is sold during the period the Agreement is in effect, Grantee agrees that it will be a requirement of sale that the new parent company guarantee all of the obligations of Grantee. 34. Survival. The respective obligations of the parties, which by their nature would continue beyond the termination or expiration of this Agreement, including without limitation, the obligations regarding confidentiality, proprietary interests, and public records, shall survive termination, cancellation, or expiration of this Agreement. 35. Third Parties. The Department shall not be deemed to assume any liability for the acts, failures to act or negligence of Grantee, its agents, servants, and employees, nor shall Grantee disclaim its own negligence to Department or any third party. This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties. If Department consents to a subcontract, Grantee will specifically disclose that this Agreement does not create any third - party rights. Further, no third parties shall rely upon any of the rights and obligations created under this Agreement. 36. Severability. If a court of competent jurisdiction deems any term or condition herein void or unenforceable, the other provisions are severable to that void provision, and shall remain in full force and effect. Attachment 1-A 12 of 13 Rev. 9/15/2023 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 37. Grantee's Employees, Subcontractors and Agents. All Grantee employees, subcontractors, or agents performing work under the Agreement shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee shall furnish a copy of technical certification or other proof of qualification. All employees, subcontractors, or agents performing work under Agreement must comply with all security and administrative requirements of Department and shall comply with all controlling laws and regulations relevant to the services they are providing under the Agreement. 38. Assignment. The Grantee shall not sell, assign, or transfer any of its rights, duties, or obligations under the Agreement, or under any purchase order issued pursuant to the Agreement, without the prior written consent of Department. In the event of any assignment, Grantee remains secondarily liable for performance of the Agreement, unless Department expressly waives such secondary liability. The Department may assign the Agreement with prior written notice to Grantee of its intent to do so. 39. Compensation Report. If this Agreement is a sole -source, public -private agreement or if the Grantee, through this agreement with the State, annually receive 50% or more of their budget from the State or from a combination of State and Federal funds, the Grantee shall provide an annual report, including the most recent IRS Form 990, detailing the total compensation for the entities' executive leadership teams. Total compensation shall include salary, bonuses, cashed -in leave, cash equivalents, severance pay, retirement benefits, deferred compensation, real -property gifts, and any other payout. The Grantee must also inform the Department of any changes in total executive compensation between the annual reports. All compensation reports must indicate what percent of compensation comes directly from the State or Federal allocations to the Grantee. 40. Execution in Counterparts and Authority to Sign. This Agreement, any amendments, and/or change orders related to the Agreement, may be executed in counterparts, each of which shall be an original and all of which shall constitute the same instrument. In accordance with the Electronic Signature Act of 1996, electronic signatures, including facsimile transmissions, may be used and shall have the same force and effect as a written signature. Each person signing this Agreement warrants that he or she is duly authorized to do so and to bind the respective party to the Agreement. Attachment 1-A 13 of 13 Rev. 9/15/2023 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION Revised Special Terms and Conditions AGREEMENT NO. 22FRP61 ATTACHMENT 2-A These Special Terms and Conditions shall be read together with general terms outlined in the Standard Terms and Conditions, Attachment 1. Where in conflict, these more specific terms shall apply. 1. Scope of Work. The Project funded under this Agreement is Miami Brickell and Coconut Grove Seawalls. The Project is defined in more detail in Attachment 3, Grant Work Plan. 2. Duration. a. Reimbursement Period. The reimbursement period for this Agreement is the same as the term of the Agreement. b. Extensions. There are extensions available for this Project. c. Service Periods. Additional service periods may be added in accordance with 2.a above and are contingent upon proper and satisfactory technical and administrative performance by the Grantee and the availability of funding. 3. Payment Provisions. a. Compensation. This is a cost reimbursement Agreement. The Grantee shall be compensated under this Agreement as described in Attachment 3. b. Invoicing. Invoicing will occur as indicated in Attachment 3. c. Advance Pay. Advance Pay is not authorized under this Agreement. 4. Cost Eligible for Reimbursement or Matching Requirements. Reimbursement for costs or availability for costs to meet matching requirements shall be limited to the following budget categories, as defined in the Reference Guide for State Expenditures, as indicated: Reimbursement Match Category ❑ ❑X Salaries/Wages Overhead/Indirect/General and Administrative Costs: ❑ © a. Fringe Benefits, for actual costs not to exceed the budget amount identified in Attachment 3. ❑ ❑ b. Indirect Costs, N/A. ❑X ❑X Contractual (Subcontractors) ❑ ❑ Travel, in accordance with Section 112, F.S. ❑ ❑ Equipment ❑ ❑ Rental/Lease of Equipment ❑ ❑ Miscellaneous/Other Expenses ❑ ❑ Land Acquisition 5. Equipment Purchase. No Equipment purchases shall be funded under this Agreement. 6. Land Acquisition. There will be no Land Acquisitions funded under this Agreement. 7. Match Requirements The Agreement requires at least a 50% match on the part of the Grantee. Therefore, the Grantee is responsible for providing $829,264.50 through cash or third party in -kind towards the project funded under this Agreement. The Grantee may claim allowable project expenditures made on July 1, 2021 or after for purposes of meeting its match requirement as identified above. Attachment 2-A 1 of 3 Rev. 8/8/2023 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Each payment request submitted shall document all matching funds and/or match efforts (i.e., in -kind services) provided during the period covered by each request. The final payment will not be processed until the match requirement has been met. If, upon completion of this Project, actual Project costs are less than the total estimated Project costs, and there are no pending payment requests, the Grantee's required match may be reduced proportionately, as long as at least a 50% match of the actual total cost of the Project is provided by the Grantee and the reduced amount satisfies statutory and program requirements. 8. Insurance Requirements Required Coverage. At all times during the Agreement the Grantee, at its sole expense, shall maintain insurance coverage of such types and with such terms and limits described below. The limits of coverage under each policy maintained by the Grantee shall not be interpreted as limiting the Grantee's liability and obligations under the Agreement. All insurance policies shall be through insurers licensed and authorized to issue policies in Florida, or alternatively, Grantee may provide coverage through a self-insurance program established and operating under the laws of Florida. Additional insurance requirements for this Agreement may be required elsewhere in this Agreement, however the minimum insurance requirements applicable to this Agreement are: a. Commercial General Liability Insurance. The Grantee shall provide adequate commercial general liability insurance coverage and hold such liability insurance at all times during the Agreement. The Department, its employees, and officers shall be named as an additional insured on any general liability policies. The minimum limits shall be $250,000 for each occurrence and $500,000 policy aggregate. b. Commercial Automobile Insurance. If the Grantee's duties include the use of a commercial vehicle, the Grantee shall maintain automobile liability, bodily injury, and property damage coverage. Insuring clauses for both bodily injury and property damage shall provide coverage on an occurrence basis. The Department, its employees, and officers shall be named as an additional insured on any automobile insurance policy. The minimum limits shall be as follows: $200,000/300,000 Automobile Liability for Company -Owned Vehicles, if applicable $200,000/300,000 Hired and Non -owned Automobile Liability Coverage c. Workers' Compensation and Employer's Liability Coverage. The Grantee shall provide workers' compensation, in accordance with Chapter 440, F.S. and employer liability coverage with minimum limits of $100,000 per accident, $100,000 per person, and $500,000 policy aggregate. Such policies shall cover all employees engaged in any work under the Grant. d. Other Insurance. None. 9. Quality Assurance Requirements. There are no special Quality Assurance requirements under this Agreement. 10. Retainage. No retainage is required under this Agreement. 11. Subcontracting. The Grantee may subcontract work under this Agreement without the prior written consent of the Department's Grant Manager except for certain fixed -price subcontracts pursuant to this Agreement, which require prior approval. The Grantee shall submit a copy of the executed subcontract to the Department prior to submitting any invoices for subcontracted work. Regardless of any subcontract, the Grantee is ultimately responsible for all work to be performed under this Agreement. 12. State-owned Land. The Board of Trustees of the Internal Improvement Trust Fund must be listed as additional insured to general liability insurance required by the Agreement and, if the Grantee is a non -governmental entity, indemnified by the Grantee. 13. Office of Policy and Budget Reporting. There are no special Office of Policy and Budget reporting requirements for this Agreement. Attachment 2-A 2 of 3 Rev. 8/8/2023 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 14. Common Carrier. a. Applicable to contracts with a common carrier — firm/person/corporation that as a regular business transports people or commodities from place to place. If applicable, Contractor must also fill out and return PUR 1808 before contract execution. If Contractor is a common carrier pursuant to section 908.111(1) (a), Florida Statutes, the Department will terminate this contract immediately if Contractor is found to be in violation of the law or the attestation in PUR 1808. b. Applicable to solicitations for a common carrier — Before contract execution, the winning Contractor(s) must fill out and return PUR 1808, and attest that it is not willfully providing any service in furtherance of transporting a person into this state knowing that the person unlawfully present in the United States according to the terms of the federal Immigration and Nationality Act, 8 U.S.C. ss. 1101 et seq. The Department will terminate a contract immediately if Contractor is found to be in violation of the law or the attestation in PUR 1808. Attachment 2-A 3 of 3 Rev. 8/8/2023 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION REVISED GRANT WORK PLAN AGREEMENT NO. 22FRP61 ATTACHMENT 3-A PROJECT TITLE: Miami Brickell and Coconut Grove Seawalls PROJECT LOCATION: The Project is located in City of Miami within Miami -Dade County, Florida. PROJECT DESCRIPTION: The City of Miami (Grantee) will implement the Miami Brickell and Coconut Grove Seawalls (Project) which includes the design, permitting, and construction of four seawalls in Brickell and Coconut Grove, which is part of a larger Citywide Seawall initiative to armor Miami's shoreline. Rehabilitation/construction of new seawalls is vital to protecting critical city structures within the vicinity of the project area. Work includes rehabilitation or replacing seawalls, and associated work, which may include restoration or reconstruction of outfall pipes; installing tidal valves, manatee grates, riprap, guardrails/signs and 10' bay walk; restoring right-of-way. Task 1 - Design and Permitting Description: The Grantee will complete the engineering and design of four seawalls, including rehabilitation or replacing seawalls, preparing the shoreline, and restoration or reconstruction of outfall pipes, and obtain all necessary permits for construction of the Project. The Grantee will perform preconstruction project administration, to include project scope of work determination, planning and development of proposed project(s), design consultant direction and oversight, meetings with design professionals and construction contractor(s) and overall project coordination and supervision. Design and permitting activities may include coastal or civil engineering analyses, preparation of plans and specifications, physical and environmental surveys, cultural resource surveys, design -level geotechnical services, environmental analyses, orthophotography, plan formulations and other necessary studies for obtaining environmental permits, and other Project -related authorizations. The Grantee will submit its work products to the appropriate local, state, or federal regulatory agencies. Deliverables: The Grantee will submit: • 1.1: All final design documents as signed by a Florida -registered Professional Engineer or other applicable Florida Licensed Professional in responsible charge of the design; and • 1.2: A copy of final permit documents from all applicable local, state, and federal regulatory agencies. • 1.3: Quarterly project administration and management reports signed by the Grantee's Grant Manager, which shall include but is not limited to: o A summary of project administration activities; o Proposed project scopes of work; and o Meeting minutes with design professionals and construction contractors, as applicable. Task 2 - Bidding and Contractor Selection Description: The Grantee will prepare a bid package, publish a public notice, solicit bids, conduct pre -bid meetings, and respond to bid questions in accordance with the Grantee's procurement process, as well as DEP Agreement No.: 22FRP61 Page 1 of 4 Rev. 2.11.22 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C federal procurement regulations under 2 CFR §§200.318 through 200.327, including Appendix II to 2 CFR Part 200, in order to select one or more qualified and licensed contractors to complete construction of the seawalls and associated improvements. Deliverables: The Grantee will submit: • 2.1: The public notice of advertisement for the bid; • 2.2: The final bid package including all inquiries, questions, comments regarding the bid; and • 2.3: A written notice of the selected contractor(s). Task 3 - Construction Description: The Grantee will acquire professional services to construct four seawalls, including rehabilitation or replacing seawalls, raising, lining, bursting, clearing and preparing the shoreline, and reconstruction of outfall pipes, in accordance with the construction contract documents. Project costs associated with the Construction task include work approved through construction bids and/or construction - phase engineering and monitoring services contracts. Eligible activities may include mobilization, demobilization, construction observation or inspection services, physical and environmental surveys, and mitigation projects. Project Management activities may include field engineering services, site meetings with construction contractor(s) and design professionals, and overall project coordination and supervision. Construction shall be conducted in accordance with all local, state, or federal permits. Deliverables: The Grantee will submit: • 3.1: A copy of the record (as -built) drawings; • 3.2: A Certificate of Completion signed by a Florida -registered Professional Engineer; • 3.3: Coordinate final site visit with Department and submit the Closeout Site Visit Form received from assigned Field Agent; and • 3. 4: Quarterly Project management reports signed by a Florida -registered Professional Engineer, to include: o A summary of project and site inspection(s); o Meeting minutes to all attended meetings; and o Field notes PERFORMANCE MEASURES: The Grantee will submit all deliverables for each task to the Department' s Grant Manager on or before the Task Due Date listed in the Project Timeline. The Department' s Grant Manager will review the deliverables) to verify that they meet the specifications in the Grant Work Plan and the task description, to include any work being performed by any subcontractor(s), and will provide written acceptance or denial of the deliverable(s) to the Grantee within thirty (30) calendar days. Tasks may include multiple deliverables to be completed. The Department will accept partial and full deliverables. Incomplete deliverables will not be accepted. A "partial deliverable" is defined as a deliverable consisting of one (1) or more (but not all) subcomponents listed in the deliverable list for a single task, where such subcomponent(s) are delivered to the Department at one hundred percent (100%) completion. A "full deliverable" is defined as a deliverable comprising all subcomponents listed in the deliverable list for a single task, all delivered to the Department at one hundred percent (100%) completion. An "incomplete deliverable" is defined as a deliverable for which one hundred percent (100%) completion has not been achieved for any of the subcomponents listed in the deliverable list for a single task. A task is considered one hundred percent (100%) complete upon the Department' s receipt and approval of all deliverable (s) listed within the task and the Department's approval provided by the Deliverable Acceptance Letter. CONSEQUENCES FOR NON-PERFORMANCE: For each task deliverable not received by the Department at one hundred percent (100%) completion and by the specified due date listed in the DEP Agreement No.: 22FRP61 Page 2 of 4 Rev. 2.11.22 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Agreement's most recent Project Timeline, the Department will reduce the relevant Task Funding Amount(s) paid to Grantee in proportion to the percentage of the deliverable(s) not fully completed and/or submitted to the Department in a timely manner. PAYMENT REQUEST SCHEDULE: Following the Grantee's full or partial completion of a task's deliverables) and acceptance by the Department's Grant Manager, the Grantee may submit a payment request for cost reimbursement using the Exhibit C, Payment Request Summary Form. All payment requests must be accompanied by the Deliverable Acceptance Letter; the Exhibit A, Progress Report Form, detailing all progress made in the invoice period; and supporting fiscal documentation including match, if applicable. Interim payments will not be accepted. Upon the Department's receipt of the aforementioned documents and supporting fiscal documentation, the Department's Grant Manager will have ten (10) working days to review and approve or deny the payment request. PROJECT TIMELINE AND BUDGET DETAIL: The tasks must be completed by, and all deliverables received by, the corresponding task due date listed in the table below. Cost -reimbursable grant funding must not exceed the budget amounts indicated below. Requests for any change (s) must be submitted prior to the current task due date listed in the Project Timeline. Requests are to be sent via email to the Department's Grant Manager, with the details of the request and the reason for the request made clear. Task No. Task Title Task Start Date Task Due Date 1 Design and Permitting Upon Execution 6/30/2026 2 Bidding and Contractor Selection Upon Execution 6/30/2026 3 Construction Upon Execution 6/30/2026 DEP Agreement No.: 22FRP61 Page 3 of 4 Rev. 2.11.22 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C BUDGET DETAIL: Task No. Task Title Budget Category DEP Amount Local Amount 1 Design and Permitting Contractual Services $0 $323,413.00 Salary $0 $15,779.46 Fringe Benefits $0 $1,735.74 Total for Task: $0 $340,928.20 2 Bidding and Contractor Selection Contractual Services $0 $16,583.40 Salary $0 $2,403.36 Fringe Benefits $0 $264.37 Total for Task: $0 $19,251.13 3 Construction Contractual Services $829,264.50 $447,802.83 Salary $0 $19,173.28 Fringe Benefits $0 $2,109.06 Total for Task: $829,264.50 $469,085.17 Project Total: $829,264.50 $829,264.50 Percentage Match: 50% 50% SALARY AND FRINGE BENEFITS BY TASK: Cost -reimbursable funding or hourly match and fringe rate (s) by position may not exceed those indicated below. Upon submission of each payment request, the Grantee certifies that the hours and fringe rates submitted are accurate and allowable costs for the Grant Agreement. Upon request by the Department's Grant Manager, additional documentation of hours worked will be provided. Task No. Position Title Hourly Rate Fringe Rate (%) 1 Assistant Director $73.33 11 Senior Project Manager $60.42 11 Project Manager $43.23 11 Administration $36.98 11 2 Assistant Director $73.33 11 Senior Project Manager $60.42 11 Project Manager $43.23 11 Administration $36.98 11 3 Assistant Director $73.33 11 Senior Project Manager $60.42 11 Project Manager $43.23 11 Administration $36.98 11 DEP Agreement No.: 22FRP61 Page 4 of 4 Rev. 2.11.22 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION REVISED PROGRAM -SPECIFIC REQUIREMENTS RESILIENT FLORIDA PROGRAM ATTACHMENT 6-A 1. Sea Level Impact Projection Study Requirement. If a state -funded construction project is located within an area where a Sea Level Impact Protection (SLIP) study is required pursuant to the relevant Florida Statute (s. 161.551, Florida Statutes (F.S.), before July 1, 2024; s. 380.0937, F.S., beginning July 1, 2024, and thereafter), the Grantee is responsible for conducting such a SLIP study and submitting the resulting report to the Department. The SLIP study report must be received by the Department, approved by the Department, and published on the Department's website for at least thirty (30) days before construction can commence. Upon submission to the Department, SLIP study reports must meet all relevant statutory requirements, as well as the then -current standards and criteria indicated in Chapter 62S-7, Florida Administrative Code. 2. Permits. The Grantee acknowledges that receipt of this grant does not imply nor guarantee that a federal, state, or local permit will be issued for a particular activity. The Grantee agrees to ensure that all necessary permits are obtained prior to implementation of any grant -funded activity that may fall under applicable federal, state, or local laws. Further, the Grantee shall abide by all terms and conditions of each applicable permit for any grant -funded activity. Upon request, the Grantee must provide a copy of all acquired and approved permits for the project. 3. Attachment 3, Grant Work Plan, Performance Measures. All deliverables and reports submitted to the Department should be submitted electronically and must be compliant with the Americans with Disabilities Act, also known as "508 Compliant," in all formats provided. 4. Copyright, Patent and Trademark. The Department reserves a royalty -free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for state government purposes: a. The copyright in any work developed under this Agreement; and b. Any rights or copyright to which the Grantee or subcontractor purchases ownership with grant support. 5. Grant funds may not be used to support ongoing efforts to comply with certain legal requirements or actions that were unanticipated, non-existent, or unknown to the Department at the time of this Agreement's execution, including regulatory and permit compliance requirements, non-compliance and citation fees, fees resulting from unanticipated permit conditions, settlement agreements, and compliance with formal or informal enforcement actions to resolve violations of applicable rules and statutes (including consent orders, Closed Without Official Enforcement agreements, and similar enforcement actions). Grant funds may be utilized to support ongoing efforts to comply with permit -required conditions, as approved by the Resilient Florida Program (e.g., pre-, during-, and post -construction monitoring and mitigation efforts). 6. Funding Source. With the exception of audiovisuals not intended for presentation to the general public that are produced either as research instruments or for documenting experimentation or findings (unless otherwise required under the special terms of this Agreement), Grantee agrees to include the Department's logo (which can be found on the Department's website at: https://floridadep.gov or by contacting the Grant Manager for a copy) on all publications, printed reports, maps, audiovisuals (including videos, slides, and websites), and similar materials, as well as the following language: "This work was funded in part through a grant agreement from the Florida Department of Environmental Protection's Office of Resilience and Coastal Protection Resilient Florida Program. The views, statements, Rev. 2.1.24 Attachment 6-A Page 1 of 2 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C findings, conclusions, and recommendations expressed herein are those of the author(s) and do not necessarily reflect the views of the State of Florida or any of its subagencies." The next printed line must identify the month and year of the publication. 7. Final Project Report. The Grantee must submit Exhibit F, Final Project Report Form, prior to requesting final payment. The Final Project Report may be submitted in lieu of the final quarterly status report, only in instances where the next quarterly report falls after the project's completion date. 8. Project Photos. The Grantee must submit Exhibit G, Photo Release Form, with the first submission of deliverables and reports (Exhibit A and F) that include photos. 9. Contractual Services. For all grant agreements that include Contractual Services as an expenditure category, the Grantee must submit Exhibit H, Contractual Services Certification, and all required supporting documentation for all contractors conducting work under the grant agreement, prior to requesting payment that includes contractual services. 10. Vulnerability Assessments. For all Planning grant agreements (Resilient Florida Grant Program and Regional Resilience Entities), the Grantee must submit Exhibit I, Vulnerability Assessment Compliance Checklist Certification, with the final grant deliverable(s). 11. Geographic Information System (GIS) files and associated metadata. All GIS files and associated metadata must adhere to the Resilient Florida Program's GIS Data Standards (found on the Resilient Florida Program website: https://floridadep.gov/rcp/resilient-florida-program/documents/resilient-florida-program-gis-data- standards), and raw data sources shall be defined within the associated metadata. 12. State and Local Fiscal Recovery Funds. For all grant agreements funded with the Coronavirus State and Local Fiscal Recovery Funds (SLFRF) under the American Rescue Plan Act, the Grantee must submit the SLFRF Reporting Requirements Form upon execution of the grant agreement. Rev. 2.1.24 Attachment 6-A Page 2 of 2 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C EXHIBIT F-1 DEP AGREEMENT NO. 22FRP61 MIAMI BRICKELL AND COCONUT GROVE SEAWALLS City of Miami Revised Final Project Report Insert Month & Year This report is funded in part through a grant agreement from the Florida Department of Environmental Protection. The views, statements, findings, conclusions, and recommendations expressed herein are those of the author(s) and do not necessarily reflect the views of the State of Florida or any of its subagencies. Exhibit F-1, DEP Agreement # 22FRP61 Page 1 6/30/2023 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Part I. Executive Summary Part II. Methodology Part III. Outcome Include the following: 1) evaluation ofproject's ability to meet goals and expected performance measures and provide explanation for why goals were not met, if applicable; 2) identify successful outcomes, areas for improvement, and quantifiable metrics (including the assigned metric in Exhibit A, if applicable) as a result of the project; and 3) final project photos, if an implementation construction project. Part IV. Further Recommendations Instructions for completing Exhibit F Final Project Report Form: DEP AGREEMENT NO.: This is the number on your grant agreement. GRANTEE NAME: Enter the name of the grantee's agency. PROJECT TITLE: Enter the title shown on the first page of the grant agreement. MONTH & YEAR: Enter month and year of publication The final Project Report must contain the following sections: Executive Summary, Methodology, Outcome, and Further Recommendations. The Final Project Report must comply with the publication requirements in the grant agreement. Please limit the final project report to no more than five (5) pages. One electronic copy shall be submitted to the Department's Grant Manager for approval. Final payment will be held until receipt and approval of the Final Project Report. Questions regarding completion of the Final Project Report should be directed to the Department's Grant Manager, identified in paragraph 18 of this agreement. Exhibit F-1, DEP Agreement # 22FRP61 Page 2 6/30/2023 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION RESILIENT FLORIDA GRANT PROGRAM REVISED CONTRACTUAL SERVICES CERTIFICATION Exhibit H-1 Required for all grant agreements that include Contractual Services as an expenditure category. DEP Agreement Number: 22FRP6 1 Project Title: Miami Brickell and Coconut Grove Seawalls Grantee: City of Miami Subcontractor: Note: Submit separate Exhibit H Certification for each additional subcontractor. Prior to making a request for payment of contractual services, the Grantee must provide the following to the Department Grant Manager then responsible for the Grantee's Resilient Florida Grant Program grant agreement: 1. Documentation of the Grantee's procurement process, as consistent with Attachment 1, Paragraph 9(c) and Attachment 2, Paragraph 11; 2. A list of all subcontractor quote and/or bid amounts (as applicable), including the company name and address for each subcontractor; 3. An explanation of how and why the Grantee made their determination (s) for the subcontractor(s) selected to perform certain task(s) under the Grantee's relevant grant agreement; 4. A copy of the Grantee's executed subcontract agreement, as required by Attachment 2, Paragraph 11; and 5. This Exhibit H, signed and dated by the Grantee's own (non -Departmental) grant manager. By signing below, I certify that, on behalf of the Grantee, I have provided all the information required by items 1. through 3. of this exhibit, as stated above, to the Department Grant Manager currently responsible for the Grantee's Resilient Florida Grant Program grant agreement. I also certify that the procurement process the Grantee utilized follows all of said Grantee's non - Departmental policies and procedures for subcontractors. Grantee's Grant Manager Signature Print Name Date Rev. 1.4.2024 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C COMMON CARRIER OR CONTRACTED CARRIER ATTESTATION FORM (PUR 1808) Exhibit J This form must be completed by a Common Carrier or contracted carrier and submitted to the Governmental Entity with which a Contract being is executed, amended, or renewed. Capitalized terms used herein have the definitions ascribed in section 908.111, F.S. is not willfully providing and will not willfully provide any service during the Contract term in furtherance of transporting a person into this state knowing that the person is an Unauthorized Alien, except to facilitate the detention, removal, or departure of the person from this state or the United States. Under penalties of perjury, I declare that I have read the foregoing statement and that the facts stated in it are true. Printed Name: Title: Signature: Date: PUR 1808 (08/22) Page 1 of 1 60A-1.020, F.A.C. Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C AMENDMENT NO. 2 TO AGREEMENT NO. 22FRP61 BETWEEN FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION AND CITY OF MIAMI This Amendment to Agreement No. 22FRP61 (Agreement), as previously amended, is made by and between the Department of Environmental Protection (Department) , an agency of the State of Florida, and City of Miami (Grantee) , on the date last signed below. WHEREAS, the Department entered into the Agreement with the Grantee for Miami Brickell and Coconut Grove Seawalls (Project), effective August 2, 2023, and amended on June 21, 2024; and, WHEREAS, the Department has requested to add a new deliverable to the Agreement as set forth herein; and, WHEREAS, the Department has requested an update to Attachment 2: Section 7. Match Requirements, Section 15. Financial Assistance and Payment of Invoices to Rural Communities or Rural Areas of Opportunity, and Section 16. Additional Terms to the Agreement as set forth herein; and, WHEREAS, the Department has requested an update to the Performance Measures, Consequences for Non - Performance, Payment Request Schedule, and Project Timeline and Budget Detail in Attachment 3; and, WHEREAS, the DEPARTMENT has requested an update to Attachment 1, Attachment 2, Attachment 3, Attachment 4, Attachment 5, Attachment 6, Attachment 8, Exhibit A and Exhibit H following updates from the Office of the General Counsel or Resilient Florida Program. WHEREAS, other changes to the Agreement are necessary. NOW THEREFORE, the Department and Grantee hereby agree as follows: 1. Section 6. of the Standard Grant Agreement is hereby revised to the following: Department's Grant Manager Name: Katie Hoover Address: 3900 Commonwealth Blvd, MS#230 Tallahassee, Florida 32399 Phone: 850-245-7533 Email: Katharine.L.Hoover@FloridaDEP.gov DEP Agreement No. 22FRP61, Amendment No. 2, Page 1 of 3 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 2. Attachment 1-A, Revised Standard Terms and Conditions, is hereby deleted in its entirety and replaced with Attachment 1-B, Second Revised Standard Terms and Conditions, as attached to this Amendment and hereby incorporated into the Agreement. All references in the Agreement to Attachment 1-A shall hereinafter refer to Attachment 1-B, Second Revised Standard Terms and Conditions. 3. Attachment 2-A, Revised Special Terms and Conditions, is hereby deleted in its entirety and replaced with Attachment 2-B, Second Revised Special Terms and Conditions, as attached to this Amendment and hereby incorporated into the Agreement. All references in the Agreement to Attachment 2-A shall hereinafter refer to Attachment 2-B, Second Revised Special Terms and Conditions. 4. Attachment 3-A, Revised Grant Work Plan, is hereby deleted in its entirety and replaced with Attachment 3-B, Second Revised Grant Work Plan, as attached to this Amendment and hereby incorporated into the Agreement. All references in the Agreement to Attachment 3-A shall hereinafter refer to Attachment 3-B, Second Revised Grant Work Plan. 5. Attachment 4, Public Records Requirements, is hereby deleted in its entirety and replaced with Attachment 4-A, Revised Public Records Requirements. All references in the Agreement to Attachment 4 shall hereinafter refer to Attachment 4-A, Revised Public Records Requirements. 6. Attachment 5, Special Audit Requirements, is hereby deleted in its entirety and replaced with Attachment 5- A, Revised Special Audit Requirements, attached hereto and made a part of the Agreement. All references in the Agreement to Attachment 5, shall hereinafter refer to Attachment 5-A, Revised Special Audit Requirements. 7. Attachment 6-A, Revised Program Specific Requirements, is hereby deleted in its entirety and replaced with Attachment 6-B, Second Revised Program Specific Requirements, attached hereto and made a part of the Agreement. All references in the Agreement to Attachment 6-A, shall hereinafter refer to Attachment 6-B, Second Revised Program Specific Requirements. 8. Attachment 8, Contract Provisions for Coronavirus State and Local Fiscal Recovery Funds (SLFRF) Agreements, is hereby deleted in its entirety and replaced with Attachment 8-A, Revised Contract Provisions for Coronavirus State and Local Fiscal Recovery Funds (SLFRF) Agreements, attached hereto and made a part of the Agreement. All references in the Agreement to Attachment 8, shall hereinafter refer to Attachment 8-A, Revised Contract Provisions for Coronavirus State and Local Fiscal Recovery Funds (SLFRF) Agreements. 9. Exhibit A, Progress Report Form, is hereby deleted in its entirety and replaced with Exhibit A-1, Revised Progress Report Form, attached hereto and made a part of the Agreement. All references in the Agreement to Exhibit A shall hereinafter refer to Exhibit A-1, Revised Progress Report Form. 10. Exhibit H-1, Revised Contractual Services Certification, is hereby deleted in its entirety and replaced with Exhibit H-2, Second Revised Contractual Services Certification, attached hereto and made a part of the Agreement. All references in the Agreement to Exhibit H-1, shall hereinafter refer to Exhibit H-2, Second Revised Contractual Services Certification. 11. All other terms and conditions of the Agreement remain in effect. If and to the extent that any inconsistency may appear between the Agreement and this Amendment, the provisions of this Amendment shall control. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK DEP Agreement No. 22FRP61, Amendment No. 2, Page 2 of 3 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C The parties agree to the terms and conditions of this Amendment and have duly authorized their respective representatives to sign it on the dates indicated below. CITY OF MIAMI By: ///PLEASE SEE SIGNATURE PAGE BELOW/// FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION By: 4. ;` •:i 1.� Authorized Representative or Designee Secretary or Designee Alex Reed, Director of the Office of Resilience and Arthur Noriega, City Manager Coastal Protection Print Name and Title Print Name and Title Date: Date: 11/06/2024 List of attachments/exhibits included as part of this Amendment: Specify Type Letter/ Number Description Attachment 1-B Second Revised Standard Terms and Conditions (14 pages) Attachment 2-B Second Revised Special Terms and Conditions (3 pages) Attachment 3-B Second Revised Grant Work Plan (3 pages) Attachment Attachment 4-A Revised Public Records Requirements (1 page) 5-A Revised Special Audit Requirements (6 pages) Attachment 6-B Second Revised Program Specific Requirements (3 pages) Attachment 8-A Revised Contract Provisions for Coronavirus State and Local Fiscal Recovery Funds (SLFRF) Agreements (6 pages) Exhibit Exhibit A-1 Revised Progress Report Form (1 page) H-2 Second Revised Contractual Services Certification (1 page) DEP Agreement No. 22FRP61, Amendment No. 2, Page 3 of 3 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Signed by. ATTEST: C6DocuSigned by: i) E46D7560DCF1459... load. B. Bannon, caty Clerk Date: CITY OF MIAMI, a municipal corporation of the State of Florida DocuSigned by: 17, 2024 I 10:38:11 EAT. g Noricij�. October 16, 2024 I 16:37:45 EDT y - 850CF6C372DD42A... Arthur Noriega V, City Manager Date: APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: DocuSigned by REQUIREMENTS: ,—DocuSigned by: r 15, 2024 1 18:27:37 EDT October 7, 2024 1 12:50:25 EDT `-88776E9FE88248B '-27395C6318214E7. George n. wysong III Date: Ann-iviarie anarpe, Director Date: City Attorney Risk Management Signed by: 24-774 and 775 88B6F9F15BEF4CD... DEP Agreement No. 22FRP61, Amendment No. 2 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION SECOND REVISED STANDARD TERMS AND CONDITIONS APPLICABLE TO GRANT AGREEMENTS ATTACHMENT 1-B 1. Entire Agreement. This Grant Agreement, including any Attachments and Exhibits referred to herein and/or attached hereto (Agreement), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral, with respect to such subject matter. Any terms and conditions included on Grantee's forms or invoices shall be null and void. 2. Grant Administration. a. Order of Precedence. If there are conflicting provisions among the documents that make up the Agreement, the order of precedence for interpretation of the Agreement is as follows: i. Standard Grant Agreement ii. Attachments other than Attachment 1, in numerical order as designated in the Standard Grant Agreement iii. Attachment 1, Standard Terms and Conditions iv. The Exhibits in the order designated in the Standard Grant Agreement b. All approvals, written or verbal, and other written communication among the parties, including all notices, shall be obtained by or sent to the parties' Grant Managers. All written communication shall be by electronic mail, U.S. Mail, a courier delivery service, or delivered in person. Notices shall be considered delivered when reflected by an electronic mail read receipt, a courier service delivery receipt, other mail service delivery receipt, or when receipt is acknowledged by recipient. If the notice is delivered in multiple ways, the notice will be considered delivered at the earliest delivery time. c. If a different Grant Manager is designated by either party after execution of this Agreement, notice of the name and contact information of the new Grant Manager will be submitted in writing to the other party and maintained in the respective parties' records. A change of Grant Manager does not require a formal amendment or change order to the Agreement. d. This Agreement may be amended, through a formal amendment or a change order, only by a written agreement between both parties. A formal amendment to this Agreement is required for changes which cause any of the following: (1) an increase or decrease in the Agreement funding amount; (2) a change in Grantee's match requirements; (3) a change in the expiration date of the Agreement; and/or (4) changes to the cumulative amount of funding transfers between approved budget categories, as defined in Attachment 3, Grant Work Plan, that exceeds or is expected to exceed twenty percent (20%) of the total budget as last approved by Department. A change order to this Agreement may be used when: (1) task timelines within the current authorized Agreement period change; (2) the cumulative transfer of funds between approved budget categories, as defined in Attachment 3, Grant Work Plan, are less than twenty percent (20%) of the total budget as last approved by Department; (3) changing the current funding source as stated in the Standard Grant Agreement; and/or (4) fund transfers between budget categories for the purposes of meeting match requirements. This Agreement may be amended to provide for additional services if additional funding is made available by the Legislature. e. All days in this Agreement are calendar days unless otherwise specified. 3. Agreement Duration. The term of the Agreement shall begin and end on the dates indicated in the Standard Grant Agreement, unless extended or terminated earlier in accordance with the applicable terms and conditions. The Grantee shall be eligible for reimbursement for work performed on or after the date of execution through the expiration date of this Agreement, unless otherwise specified in Attachment 2, Special Terms and Conditions. However, work performed prior to the execution of this Agreement may be reimbursable or used for match purposes if permitted by the Special Terms and Conditions. Attachment 1-B 1 of 14 Rev. 10/1/2024 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 4. Deliverables. The Grantee agrees to render the services or other units of deliverables as set forth in Attachment 3, Grant Work Plan. The services or other units of deliverables shall be delivered in accordance with the schedule and at the pricing outlined in the Grant Work Plan. Deliverables may be comprised of activities that must be completed prior to Department making payment on that deliverable. The Grantee agrees to perform in accordance with the terms and conditions set forth in this Agreement and all attachments and exhibits incorporated by the Standard Grant Agreement. 5. Performance Measures. The Grantee warrants that: (1) the services will be performed by qualified personnel; (2) the services will be of the kind and quality described in the Grant Work Plan; (3) the services will be performed in a professional and workmanlike manner in accordance with industry standards and practices; (4) the services shall not and do not knowingly infringe upon the intellectual property rights, or any other proprietary rights, of any third party; and (5) its employees, subcontractors, and/or subgrantees shall comply with any security and safety requirements and processes, if provided by Department, for work done at the Project Location(s). The Department reserves the right to investigate or inspect at any time to determine whether the services or qualifications offered by Grantee meet the Agreement requirements. Notwithstanding any provisions herein to the contrary, written acceptance of a particular deliverable does not foreclose Department's remedies in the event deficiencies in the deliverable cannot be readily measured at the time of delivery. 6. Acceptance of Deliverables. a. Acceptance Process. All deliverables must be received and accepted in writing by Department's Grant Manager before payment. The Grantee shall work diligently to correct all deficiencies in the deliverable that remain outstanding, within a reasonable time at Grantee's expense. If Department's Grant Manager does not accept the deliverables within 30 days of receipt, they will be deemed rejected. b. Rejection of Deliverables. The Department reserves the right to reject deliverables, as outlined in the Grant Work Plan, as incomplete, inadequate, or unacceptable due, in whole or in part, to Grantee's lack of satisfactory performance under the terms of this Agreement. The Grantee's efforts to correct the rejected deliverables will be at Grantee's sole expense. Failure to fulfill the applicable technical requirements or complete all tasks or activities in accordance with the Grant Work Plan will result in rejection of the deliverable and the associated invoice. Payment for the rejected deliverable will not be issued unless the rejected deliverable is made acceptable to Department in accordance with the Agreement requirements. The Department, at its option, may allow additional time within which Grantee may remedy the objections noted by Department. The Grantee's failure to make adequate or acceptable deliverables after a reasonable opportunity to do so shall constitute an event of default. 7. Financial Consequences for Nonperformance. a. Withholding Payment. In addition to the specific consequences explained in the Grant Work Plan and/or Special Terms and Conditions, the State of Florida (State) reserves the right to withhold payment when the Grantee has failed to perform/comply with provisions of this Agreement. None of the financial consequences for nonperformance in this Agreement as more fully described in the Grant Work Plan shall be considered penalties. b. Invoice reduction If Grantee does not meet a deadline for any deliverable, the Department will reduce the invoice by 1% for each day the deadline is missed, unless an extension is approved in writing by the Department. c. Corrective Action Plan. If Grantee fails to correct all the deficiencies in a rejected deliverable within the specified timeframe, Department may, in its sole discretion, request that a proposed Corrective Action Plan (CAP) be submitted by Grantee to Department. The Department requests that Grantee specify the outstanding deficiencies in the CAP. All CAPs must be able to be implemented and performed in no more than sixty (60) calendar days. i. The Grantee shall submit a CAP within ten (10) days of the date of the written request from Department. The CAP shall be sent to the Department's Grant Manager for review and approval. Within ten (10) days of receipt of a CAP, Department shall notify Grantee in writing whether the CAP proposed has been accepted. If the CAP is not accepted, Grantee shall have ten (10) days from receipt of Department letter rejecting the proposal to submit a revised proposed CAP. Failure to obtain Department approval of a CAP as specified above may result in Department's termination of this Agreement for cause as authorized in this Agreement. ii. Upon Department's notice of acceptance of a proposed CAP, Grantee shall have ten (10) days to commence implementation of the accepted plan. Acceptance of the proposed CAP by Department Attachment 1-B 2 of 14 Rev. 10/1/2024 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C does not relieve Grantee of any of its obligations under the Agreement. In the event the CAP fails to correct or eliminate performance deficiencies by Grantee, Department shall retain the right to require additional or further remedial steps, or to terminate this Agreement for failure to perform. No actions approved by Department or steps taken by Grantee shall preclude Department from subsequently asserting any deficiencies in performance. The Grantee shall continue to implement the CAP until all deficiencies are corrected. Reports on the progress of the CAP will be made to Department as requested by Department's Grant Manager. iii. Failure to respond to a Department request for a CAP or failure to correct a deficiency in the performance of the Agreement as specified by Department may result in termination of the Agreement. 8. Payment. a. Payment Process. Subject to the terms and conditions established by the Agreement, the pricing per deliverable established by the Grant Work Plan, and the billing procedures established by Department, Department agrees to pay Grantee for services rendered in accordance with section 215.422, Florida Statutes (F.S.). b. Taxes. The Department is exempted from payment of State sales, use taxes and Federal excise taxes. The Grantee, however, shall not be exempted from paying any taxes that it is subject to, including State sales and use taxes, or for payment by Grantee to suppliers for taxes on materials used to fulfill its contractual obligations with Department. The Grantee shall not use Department's exemption number in securing such materials. The Grantee shall be responsible and liable for the payment of all its FICA/Social Security and other taxes resulting from this Agreement. c. Maximum Amount of Agreement The maximum amount of compensation under this Agreement, without an amendment, is described in the Standard Grant Agreement. Any additional funds necessary for the completion of this Project are the responsibility of Grantee. d. Reimbursement for Costs. The Grantee shall be paid on a cost reimbursement basis for all eligible Project costs upon the completion, submittal, and approval of each deliverable identified in the Grant Work Plan. Reimbursement shall be requested on Exhibit C, Payment Request Summary Form. To be eligible for reimbursement, costs must be in compliance with laws, rules, and regulations applicable to expenditures of State funds, including, but not limited to, the Reference Guide for State Expenditures, which can be accessed at the following web address: https://www.myfloridacfo.com/docs-sf/accounting-and-auditing-libraries/state- agencie s/reference-guide-for-state-expenditure s.pdf. e. Rural Communities and Rural Areas of Opportunity. If Grantee is a county or municipality that qualifies as a "rural community" or "rural area of opportunity" (RAO) as defined in subsection 288.0656(2), F.S., such Grantee may request from the Department that all invoice payments under this Agreement be directed to the relevant county or municipality or to the RAO itself. The Department will agree to Grantee's request if: i. Grantee demonstrates that it is a county or municipality that qualifies as a "rural community" or "rural area of opportunity" under subsection 288.0656(2), F.S.; ii. Grantee demonstrates current financial hardship using one (1) or more of the "economic distress" factors defined in subsection 288.0656(2)(c), F.S.; iii. Grantee's performance has been verified by the Department, which has determined that Grantee is eligible for invoice payments and that Grantee's performance has been completed in accordance with this Agreement's terms and conditions; and iv. Applicable federal and state law(s), rule(s) and regulation(s) allow for such payments. This subsection may not be construed to alter or limit any other applicable provisions of federal or state law, rule, or regulation. A current list of Florida's designated RAOs can be accessed at the following web address: hops://floridaj ob s. org/community-planning-and-development/rural-community-programs/rural-areas-of- opportunity. f. Invoice Detail. All charges for services rendered or for reimbursement of expenses authorized by Department pursuant to the Grant Work Plan shall be submitted to Department in sufficient detail for a proper pre -audit and post -audit to be performed. The Grantee shall only invoice Department for deliverables that are completed in accordance with the Grant Work Plan. g. State Funds Documentation. Pursuant to section 216.1366, F.S., if Contractor meets the definition of a non-profit organization under section 215.97(2)(m), F.S., Contractor must provide the Department with documentation that indicates the amount of state funds: i. Allocated to be used during the full term of the contract or agreement for remuneration to any member of the board of directors or an officer of Contractor. Attachment 1-B 3 of 14 Rev. 10/1/2024 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C ii. Allocated under each payment by the public agency to be used for remuneration of any member of the board of directors or an officer of the Contractor. The documentation must indicate the amounts and recipients of the remuneration. Such information must be posted on the State's the contract tracking system and maintained pursuant to section 215.985, F.S., and must be posted on the Contractor's website, if Contractor maintains a website. h. Interim Payments. Interim payments may be made by Department, at its discretion, if the completion of deliverables to date have first been accepted in writing by Department's Grant Manager i. Final Payment Request. A final payment request should be submitted to Department no later than sixty (60) days following the expiration date of the Agreement to ensure the availability of funds for payment. However, all work performed pursuant to the Grant Work Plan must be performed on or before the expiration date of the Agreement. j. Annual Appropriation Contingency. The State's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. This Agreement is not a commitment of future appropriations. Authorization for continuation and completion of work and any associated payments may be rescinded, with proper notice, at the discretion of Department if the Legislature reduces or eliminates appropriations. k. Interest Rates. All interest rates charged under the Agreement shall be calculated on the prevailing rate used by the State Board of Administration. To obtain the applicable interest rate, please refer to: hops ://www. my floridacfo . com/division/aa/lo c al- governments/judgement-interest-rates. 1. Refund of Payments to the Department. Any balance of unobligated funds that have been advanced or paid must be refunded to Department. Any funds paid in excess of the amount to which Grantee or subgrantee is entitled under the terms of the Agreement must be refunded to Department. If this Agreement is funded with federal funds and the Department is required to refund the federal government, the Grantee shall refund the Department its share of those funds. 9. Documentation Required for Cost Reimbursement Grant Agreements and Match. If Cost Reimbursement or Match is authorized in Attachment 2, Special Terms and Conditions, the following conditions apply. Supporting documentation must be provided to substantiate cost reimbursement or match requirements for the following budget categories: a. Salary/Wages. Grantee shall list personnel involved, position classification, direct salary rates, and hours spent on the Project in accordance with Attachment 3, Grant Work Plan in their documentation for reimbursement or match requirements. b. Overhead/Indirect/General and Administrative Costs. If Grantee is being reimbursed for or claiming match for multipliers, all multipliers used (i.e., fringe benefits, overhead, indirect, and/or general and administrative rates) shall be supported by audit. If Department determines that multipliers charged by Grantee exceeded the rates supported by audit, Grantee shall be required to reimburse such funds to Department within thirty (30) days of written notification. Interest shall be charged on the excessive rate. c. Contractual Costs (Subcontractors). Match or reimbursement requests for payments to subcontractors must be substantiated by copies of invoices with backup documentation identical to that required from Grantee. Subcontracts which involve payments for direct salaries shall clearly identify the personnel involved, salary rate per hour, and hours spent on the Project. All eligible multipliers used (i.e., fringe benefits, overhead, indirect, and/or general and administrative rates) shall be supported by audit. If Department determines that multipliers charged by any subcontractor exceeded the rates supported by audit, Grantee shall be required to reimburse such funds to Department within thirty (30) days of written notification. Interest shall be charged on the excessive rate. Nonconsumable and/or nonexpendable personal property or equipment costing $5,000 or more purchased for the Project under a subcontract is subject to the requirements set forth in chapters 273 and/or 274, F.S., and Chapter 69I-72, Florida Administrative Code (F.A.C.) and/or Chapter 69I-73, F.A.C., as applicable. For grants funded with federal funds, nonconsumable and/or nonexpendable personal property or equipment costing $10,000 or more purchased for the Project under a subcontract is subject to the requirements set forth in 2 CFR 200. The Grantee shall be responsible for maintaining appropriate property records for any subcontracts that include the purchase of equipment as part of the delivery of services. The Grantee shall comply with this requirement and ensure its subcontracts issued under this Agreement, if any, impose this requirement, in writing, on its subcontractors. i. For fixed -price (vendor) subcontracts, the following provisions shall apply: The Grantee may award, on a competitive basis, fixed -price subcontracts to consultants/contractors in performing the work described in Attachment 3, Grant Work Plan. Invoices submitted to Department for fixed - Attachment 1-B 4 of 14 Rev. 10/1/2024 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C price subcontracted activities shall be supported with a copy of the subcontractor's invoice and a copy of the tabulation form for the competitive procurement process (e.g., Invitation to Bid, Request for Proposals, or other similar competitive procurement document) resulting in the fixed -price subcontract. The Grantee may request approval from Department to award a fixed -price subcontract resulting from procurement methods other than those identified above. In this instance, Grantee shall request the advance written approval from Department's Grant Manager of the fixed price negotiated by Grantee. The letter of request shall be supported by a detailed budget and Scope of Services to be performed by the subcontractor. Upon receipt of Department Grant Manager's approval of the fixed -price amount, Grantee may proceed in finalizing the fixed -price subcontract. ii. If the procurement is subject to the Consultant's Competitive Negotiation Act under section 287.055, F.S. or the Brooks Act, Grantee must provide documentation clearly evidencing it has complied with the statutory or federal requirements. d. Travel. All requests for match or reimbursement of travel expenses shall be in accordance with section 112.061, F.S. e. Direct Purchase Equipment. For grants funded fully or in part with state funds, equipment is defined as capital outlay costing $5,000 or more. For grants funded fully with federal funds, equipment is defined as capital outlay costing $10,000 or more. Match or reimbursement for Grantee's direct purchase of equipment is subject to specific approval of Department, and does not include any equipment purchased under the delivery of services to be completed by a subcontractor. Include copies of invoices or receipts to document purchases, and a properly completed Exhibit B, Property Reporting Form. f. Rental/Lease of Equipment. Match or reimbursement requests for rental/lease of equipment must include copies of invoices or receipts to document charges. g. Miscellaneous/Other Expenses. If miscellaneous or other expenses, such as materials, supplies, non -excluded phone expenses, reproduction, or mailing, are reimbursable or available for match or reimbursement under the terms of this Agreement, the documentation supporting these expenses must be itemized and include copies of receipts or invoices. Additionally, independent of Grantee's contract obligations to its subcontractor, Department shall not reimburse any of the following types of charges: cell phone usage; attorney's fees or court costs; civil or administrative penalties; or handling fees, such as set percent overages associated with purchasing supplies or equipment. h. Land Acquisition. Reimbursement for the costs associated with acquiring interest and/or rights to real property (including access rights through ingress/egress easements, leases, license agreements, or other site access agreements; and/or obtaining record title ownership of real property through purchase) must be supported by the following, as applicable: Copies of Property Appraisals, Environmental Site Assessments, Surveys and Legal Descriptions, Boundary Maps, Acreage Certification, Title Search Reports, Title Insurance, Closing Statements/Documents, Deeds, Leases, Easements, License Agreements, or other legal instrument documenting acquired property interest and/or rights. If land acquisition costs are used to meet match requirements, Grantee agrees that those funds shall not be used as match for any other Agreement supported by State or Federal funds. 10. Status Reports. The Grantee shall submit status reports quarterly, unless otherwise specified in the Attachments, on Exhibit A, Progress Report Form, to Department's Grant Manager describing the work performed during the reporting period, problems encountered, problem resolutions, scheduled updates, and proposed work for the next reporting period. Quarterly status reports are due no later than twenty (20) days following the completion of the quarterly reporting period. For the purposes of this reporting requirement, the quarterly reporting periods end on March 31, June 30, September 30 and December 31. The Department will review the required reports submitted by Grantee within thirty (30) days. 11. Retainage. The following provisions apply if Department withholds retainage under this Agreement: a. The Department reserves the right to establish the amount and application of retainage on the work performed under this Agreement up to the maximum percentage described in Attachment 2, Special Terms and Conditions. Retainage may be withheld from each payment to Grantee pending satisfactory completion of work and approval of all deliverables. b. If Grantee fails to perform the requested work or fails to perform the work in a satisfactory manner, Grantee shall forfeit its right to payment of the retainage associated with the work. Failure to perform includes, but is not limited to, failure to submit the required deliverables or failure to provide adequate documentation that the work was actually performed. The Department shall provide written notification to Grantee of the failure to perform Attachment 1-B 5 of 14 Rev. 10/1/2024 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C that shall result in retainage forfeiture. If the Grantee does not correct the failure to perform within the timeframe stated in Department's notice, the retainage will be forfeited to Department. c. No retainage shall be released or paid for incomplete work while this Agreement is suspended. d. Except as otherwise provided above, Grantee shall be paid the retainage associated with the work, provided Grantee has completed the work and submits an invoice for retainage held in accordance with the invoicing procedures under this Agreement. 12. Insurance. a. Insurance Requirements for Sub -Grantees and/or Subcontractors. The Grantee shall require its sub -grantees and/or subcontractors, if any, to maintain insurance coverage of such types and with such terms and limits as described in this Agreement. The Grantee shall require all its sub -grantees and/or subcontractors, if any, to make compliance with the insurance requirements of this Agreement a condition of all contracts that are related to this Agreement. Sub -grantees and/or subcontractors must provide proof of insurance upon request. b. Deductibles. The Department shall be exempt from, and in no way liable for, any sums of money representing a deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the Grantee providing such insurance. c. Proof of Insurance. Upon execution of this Agreement, Grantee shall provide Department documentation demonstrating the existence and amount for each type of applicable insurance coverage prior to performance of any work under this Agreement. Upon receipt of written request from Department, Grantee shall furnish Department with proof of applicable insurance coverage by standard form certificates of insurance, a self - insured authorization, or other certification of self-insurance. d. Duty to Maintain Coverage. In the event that any applicable coverage is cancelled by the insurer for any reason, or if Grantee cannot get adequate coverage, Grantee shall immediately notify Department of such cancellation and shall obtain adequate replacement coverage conforming to the requirements herein and provide proof of such replacement coverage within ten (10) days after the cancellation of coverage. e. Insurance Trust. If the Grantee's insurance is provided through an insurance trust, the Grantee shall instead add the Department of Environmental Protection, its employees, and officers as an additional covered party everywhere the Agreement requires them to be added as an additional insured. 13. Termination. a. Termination for Convenience. When it is in the State's best interest, Department may, at its sole discretion, terminate the Agreement in whole or in part by giving 30 days' written notice to Grantee. The Department shall notify Grantee of the termination for convenience with instructions as to the effective date of termination or the specific stage of work at which the Agreement is to be terminated. The Grantee must submit all invoices for work to be paid under this Agreement within thirty (30) days of the effective date of termination. The Department shall not pay any invoices received after thirty (30) days of the effective date of termination b. Termination for Cause. The Department may terminate this Agreement if any of the events of default described in the Events of Default provisions below occur or in the event that Grantee fails to fulfill any of its other obligations under this Agreement. If, after termination, it is determined that Grantee was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of Department. The rights and remedies of Department in this clause are in addition to any other rights and remedies provided by law or under this Agreement. c. Grantee Obligations upon Notice of Termination. After receipt of a notice of termination or partial termination unless as otherwise directed by Department, Grantee shall not furnish any service or deliverable on the date, and to the extent specified, in the notice. However, Grantee shall continue work on any portion of the Agreement not terminated. If the Agreement is terminated before performance is completed, Grantee shall be paid only for that work satisfactorily performed for which costs can be substantiated. The Grantee shall not be entitled to recover any cancellation charges or lost profits. d. Continuation of Prepaid Services. If Department has paid for any services prior to the expiration, cancellation, or termination of the Agreement, Grantee shall continue to provide Department with those services for which it has already been paid or, at Department's discretion, Grantee shall provide a refund for services that have been paid for but not rendered. e. Transition of Services Upon Termination, Expiration, or Cancellation of the Agreement. If services provided under the Agreement are being transitioned to another provider(s), Grantee shall assist in the smooth transition of Agreement services to the subsequent provider(s). This requirement is at a minimum an affirmative obligation to cooperate with the new provider(s), however additional requirements may be outlined in the Grant Attachment 1-B 6 of 14 Rev. 10/1/2024 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Work Plan. The Grantee shall not perform any services after Agreement expiration or termination, except as necessary to complete the transition or continued portion of the Agreement, if any. 14. Notice of Default. If Grantee defaults in the performance of any covenant or obligation contained in the Agreement, including, any of the events of default, Department shall provide notice to Grantee and an opportunity to cure that is reasonable under the circumstances. This notice shall state the nature of the failure to perform and provide a time certain for correcting the failure. The notice will also provide that, should the Grantee fail to perform within the time provided, Grantee will be found in default, and Department may terminate the Agreement effective as of the date of receipt of the default notice. 15. Events of Default. Provided such failure is not the fault of Department or outside the reasonable control of Grantee, the following non- exclusive list of events, acts, or omissions, shall constitute events of default: a. The commitment of any material breach of this Agreement by Grantee, including failure to timely deliver a material deliverable, failure to perform the minimal level of services required for a deliverable, discontinuance of the performance of the work, failure to resume work that has been discontinued within a reasonable time after notice to do so, or abandonment of the Agreement; b. The commitment of any material misrepresentation or omission in any materials, or discovery by the Department of such, made by the Grantee in this Agreement or in its application for funding; c. Failure to submit any of the reports required by this Agreement or having submitted any report with incorrect, incomplete, or insufficient information; d. Failure to honor any term of the Agreement; e. Failure to abide by any statutory, regulatory, or licensing requirement, including an entry of an order revoking the certificate of authority granted to the Grantee by a state or other licensing authority; f. Failure to pay any and all entities, individuals, and furnishing labor or materials, or failure to make payment to any other entities as required by this Agreement; g. Employment of an unauthorized alien in the performance of the work, in violation of Section 274 (A) of the Immigration and Nationality Act; h. Failure to maintain the insurance required by this Agreement; i. One or more of the following circumstances, uncorrected for more than thirty (30) days unless, within the specified 30-day period, Grantee (including its receiver or trustee in bankruptcy) provides to Department adequate assurances, reasonably acceptable to Department, of its continuing ability and willingness to fulfill its obligations under the Agreement: i. Entry of an order for relief under Title 11 of the United States Code; ii. The making by Grantee of a general assignment for the benefit of creditors; iii. The appointment of a general receiver or trustee in bankruptcy of Grantee's business or property; and/or iv. An action by Grantee under any state insolvency or similar law for the purpose of its bankruptcy, reorganization, or liquidation. 16. Suspension of Work. The Department may, in its sole discretion, suspend any or all activities under the Agreement, at any time, when it is in the best interest of the State to do so. The Department shall provide Grantee written notice outlining the particulars of suspension. Examples of reasons for suspension include, but are not limited to, budgetary constraints, declaration of emergency, or other such circumstances. After receiving a suspension notice, Grantee shall comply with the notice. Within 90 days, or any longer period agreed to by the parties, Department shall either: (1) issue a notice authorizing resumption of work, at which time activity shall resume; or (2) terminate the Agreement. If the Agreement is terminated after 30 days of suspension, the notice of suspension shall be deemed to satisfy the thirty (30) days' notice required for a notice of termination for convenience. Suspension of work shall not entitle Grantee to any additional compensation. 17. Force Majeure. The Grantee shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence of Grantee or its employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts of public enemies, strikes, fires, floods, or other similar cause wholly beyond Grantee's control, or for any of the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to Grantee. In case of any delay Grantee believes is excusable, Grantee shall notify Department in writing of the delay or potential delay and describe the cause of the delay either (1) within ten days after the cause that creates or will create the delay first Attachment 1-B 7 of 14 Rev. 10/1/2024 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C arose, if Grantee could reasonably foresee that a delay could occur as a result; or (2) if delay is not reasonably foreseeable, within five days after the date Grantee first had reason to believe that a delay could result. THE FOREGOING SHALL CONSTITUTE THE GRANTEE'S SOLE REMEDY OR EXCUSE WITH RESPECT TO DELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No claim for damages, other than for an extension of time, shall be asserted against Department. The Grantee shall not be entitled to an increase in the Agreement price or payment of any kind from Department for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after the causes have ceased to exist Grantee shall perform at no increased cost, unless Department determines, in its sole discretion, that the delay will significantly impair the value of the Agreement to Department, in which case Department may: (1) accept allocated performance or deliveries from Grantee, provided that Grantee grants preferential treatment to Department with respect to products subjected to allocation; (2) contract with other sources (without recourse to and by Grantee for the related costs and expenses) to replace all or part of the products or services that are the subject of the delay, which purchases may be deducted from the Agreement quantity; or (3) terminate Agreement in whole or in part. 18. Indemnification. a. The Grantee shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall fully indemnify, defend, and hold harmless Department and its officers, agents, and employees, from suits, actions, damages, and costs of every name and description arising from or relating to: i. personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by Grantee, its agents, employees, partners, or subcontractors; provided, however, that Grantee shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of Department; ii. the Grantee's breach of this Agreement or the negligent acts or omissions of Grantee. b. The Grantee's obligations under the preceding paragraph with respect to any legal action are contingent upon Department giving Grantee: (1) written notice of any action or threatened action; (2) the opportunity to take over and settle or defend any such action at Grantee's sole expense; and (3) assistance in defending the action at Grantee's sole expense. The Grantee shall not be liable for any cost, expense, or compromise incurred or made by Department in any legal action without Grantee's prior written consent, which shall not be unreasonably withheld. c. Notwithstanding sections a. and b. above, the following is the sole indemnification provision that applies to Grantees that are governmental entities: Each party hereto agrees that it shall be solely responsible for the negligent or wrongful acts of its employees and agents. However, nothing contained herein shall constitute a waiver by either party of its sovereign immunity or the provisions of section 768.28, F.S. Further, nothing herein shall be construed as consent by a state agency or subdivision of the State to be sued by third parties in any matter arising out of any contract or this Agreement. d. No provision in this Agreement shall require Department to hold harmless or indemnify Grantee, insure or assume liability for Grantee's negligence, waive Department's sovereign immunity under the laws of Florida, or otherwise impose liability on Department for which it would not otherwise be responsible. Any provision, implication or suggestion to the contrary is null and void. 19. Limitation of Liability. The Department's liability for any claim arising from this Agreement is limited to compensatory damages in an amount no greater than the sum of the unpaid balance of compensation due for goods or services rendered pursuant to and in compliance with the terms of the Agreement. Such liability is further limited to a cap of $100,000. 20. Remedies. Nothing in this Agreement shall be construed to make Grantee liable for force majeure events. Nothing in this Agreement, including financial consequences for nonperformance, shall limit Department's right to pursue its remedies for other types of damages under the Agreement, at law or in equity. The Department may, in addition to other remedies available to it, at law or in equity and upon notice to Grantee, retain such monies from amounts due Grantee as may be necessary to satisfy any claim for damages, penalties, costs and the like asserted by or against it. 21. Waiver. The delay or failure by Department to exercise or enforce any of its rights under this Agreement shall not constitute or be deemed a waiver of Department's right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. Attachment 1-B 8 of 14 Rev. 10/1/2024 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 22. Statutory Notices Relating to Unauthorized Employment and Subcontracts. a. The Department shall consider the employment by any Grantee of unauthorized aliens a violation of Section 274A(e) of the Immigration and Nationality Act. If Grantee/subcontractor knowingly employs unauthorized aliens, such violation shall be cause for unilateral cancellation of this Agreement. The Grantee shall be responsible for including this provision in all subcontracts with private organizations issued as a result of this Agreement. b. Pursuant to sections 287.133, 287.134, and 287.137 F.S., the following restrictions apply to persons placed on the convicted vendor list, discriminatory vendor list, or the antitrust violator vendor list: i. Public Entity Crime. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a Grantee, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in section 287.017, F.S., for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. ii. Discriminatory Vendors. An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity. iii. Antitrust Violator Vendors. A person or an affiliate who has been placed on the antitrust violator vendor list following a conviction or being held civilly liable for an antitrust violation may not submit a bid, proposal, or reply on any contract to provide any good or services to a public entity; may not submit a bid, proposal, or reply on any contract with a public entity for the construction or repair of a public building or public work; may not submit a bid, proposal, or reply on leases of real property to a public entity; may not be awarded or perform work as a Grantee, supplier, subcontractor, or consultant under a contract with a public entity; and may not transact new business with a public entity. iv. Notification. The Grantee shall notify Department if it or any of its suppliers, subcontractors, or consultants have been placed on the convicted vendor list, the discriminatory vendor list, or antitrust violator vendor list during the life of the Agreement. The Florida Department of Management Services is responsible for maintaining the discriminatory vendor list and the antitrust violator vendor list and posts the list on its website. Questions regarding the discriminatory vendor list or antitrust violator vendor list may be directed to the Florida Department of Management Services, Office of Supplier Development, at (850) 487-0915. 23. Compliance with Federal, State and Local Laws. a. The Grantee and all its agents shall comply with all federal, state and local regulations, including, but not limited to, nondiscrimination, wages, social security, workers' compensation, licenses, and registration requirements. The Grantee shall include this provision in all subcontracts issued as a result of this Agreement. b. No person, on the grounds of race, creed, color, religion, national origin, age, gender, or disability, shall be excluded from participation in; be denied the proceeds or benefits of; or be otherwise subjected to discrimination in performance of this Agreement. c. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. d. Any dispute concerning performance of the Agreement shall be processed as described herein. Jurisdiction for any damages arising under the terms of the Agreement will be in the courts of the State, and venue will be in the Second Judicial Circuit, in and for Leon County. Except as otherwise provided by law, the parties agree to be responsible for their own attorney fees incurred in connection with disputes arising under the terms of this Agreement. 24. Build America, Buy America Act (BABA) - Infrastructure Projects with Federal Funding. This provision does not apply to Agreements that are wholly funded by Coronavirus State and Local Fiscal Recovery Funds under the American Rescue Plan Act. Also, this provision does not apply where Attachment 1-B 9 of 14 Rev. 10/1/2024 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C there is a valid waiver in place. However, the provision may apply to funds expended before the waiver or after expiration of the waiver. If applicable, Recipients or Subrecipients of an award of Federal financial assistance from a program for infrastructure are required to comply with the Build America, Buy America Act (BABA), including the following provisions: a. All iron and steel used in the project are produced in the United States --this means all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States; b. All manufactured products used in the project are produced in the United States -this means the manufactured product was manufactured in the United States; and the cost of the components of the manufactured product that are mined, produced, or manufactured in the United States is greater than 55 percent of the total cost of all components of the manufactured product, unless another standard for determining the minimum amount of domestic content of the manufactured product has been established under applicable law or regulation; and c. All construction materials are manufactured in the United States -this means that all manufacturing processes for the construction material occurred in the United States. The Buy America preference only applies to articles, materials, and supplies that are consumed in, incorporated into, or affixed to an infrastructure project. As such, it does not apply to tools, equipment, and supplies, such as temporary scaffolding, brought to the construction site and removed at or before the completion of the infrastructure project. Nor does a Buy America preference apply to equipment and furnishings, such as movable chairs, desks, and portable computer equipment, that are used at or within the finished infrastructure project but are not an integral part of the structure or permanently affixed to the infrastructure project. 25. Investing in America Grantees of an award for construction projects in whole or in part by the Bipartisan Infrastructure Law or the Inflation Reduction Act, including the following provision: a. Signage Requirements a. Investing in America Emblem: The recipient will ensure that a sign is placed at construction sites supported in whole or in part by this award displaying the official Investing in America emblem and must identify the project as a "project funded by President Biden's Bipartisan Infrastructure Law" or "project funded by President Biden's Inflation Reduction Act" as applicable. The sign must be placed at construction sites in an easily visible location that can be directly linked to the work taking place and must be maintained in good condition throughout the construction period. The recipient will ensure compliance with the guidelines and design specifications provided by EPA for using the official Investing in America emblem available at: https://www.epa.gov/invest/investing-america-signage b. Procuring Signs: Consistent with section 6002 of RCRA, 42 U.S.C. 6962, and 2 CFR 200.323, recipients are encouraged to use recycled or recovered materials when procuring signs. Signage costs are considered an allowable cost under this assistance agreement provided that the costs associated with signage are reasonable. Additionally, to increase public awareness of projects serving communities where English is not the predominant language, recipients are encouraged to translate the language on signs (excluding the official Investing in America emblem or EPA logo or seal) into the appropriate non-English language(s). The costs of such translation are allowable, provided the costs are reasonable. 26. Scrutinized Companies. a. Grantee certifies that it is not on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel. Pursuant to section 287.135, F.S., the Department may immediately terminate this Agreement at its sole option if the Grantee is found to have submitted a false certification; or if the Grantee is placed on the Scrutinized Companies that Boycott Israel List or is engaged in the boycott of Israel during the term of the Agreement. b. If this Agreement is for more than one million dollars, the Grantee certifies that it is also not on the Scrutinized Companies with Activities in Sudan, Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged with business operations in Cuba or Syria as identified in section 287.135, F.S. Pursuant to section 287.135, F.S., the Department may immediately terminate this Agreement at its sole option if the Grantee is found to have submitted a false certification; or if the Grantee is placed on the Scrutinized Companies with Activities in Sudan List, or Scrutinized Attachment 1-B 10 of 14 Rev. 10/1/2024 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Companies with Activities in the Iran Petroleum Energy Sector List, or engaged with business operations in Cuba or Syria during the term of the Agreement. c. As provided in subsection 287.135(8), F.S., if federal law ceases to authorize these contracting prohibitions, then they shall become inoperative. 27. Lobbying and Integrity. The Grantee agrees that no funds received by it under this Agreement will be expended for the purpose of lobbying the Legislature or a State agency pursuant to section 216.347, F.S., except that pursuant to the requirements of section 287.058(6), F.S., during the term of any executed agreement between Grantee and the State, Grantee may lobby the executive or legislative branch concerning the scope of services, performance, term, or compensation regarding that agreement. The Grantee shall comply with sections 11.062 and 216.347, F.S. 28. Record Keeping. The Grantee shall maintain books, records and documents directly pertinent to performance under this Agreement in accordance with United States generally accepted accounting principles (US GAAP) consistently applied. The Department, the State, or their authorized representatives shall have access to such records for audit purposes during the term of this Agreement and for five (5) years following the completion date or termination of the Agreement. In the event that any work is subcontracted, Grantee shall similarly require each subcontractor to maintain and allow access to such records for audit purposes. Upon request of Department's Inspector General, or other authorized State official, Grantee shall provide any type of information the Inspector General deems relevant to Grantee's integrity or responsibility. Such information may include, but shall not be limited to, Grantee's business or financial records, documents, or files of any type or form that refer to or relate to Agreement. The Grantee shall retain such records for the longer of: (1) three years after the expiration of the Agreement; or (2) the period required by the General Records Schedules maintained by the Florida Department of State (available at: http://dos.myflorida.com/library-archives/records-management/general-records-schedules f). 29. Audits. a. Inspector General. The Grantee understands its duty, pursuant to section 20.055(5), F.S., to cooperate with the inspector general in any investigation, audit, inspection, review, or hearing. The Grantee will comply with this duty and ensure that its sub -grantees and/or subcontractors issued under this Agreement, if any, impose this requirement, in writing, on its sub -grantees and/or subcontractors, respectively. b. Physical Access and Inspection. Department personnel shall be given access to and may observe and inspect work being performed under this Agreement, with reasonable notice and during normal business hours, including by any of the following methods: i. Grantee shall provide access to any location or facility on which Grantee is performing work, or storing or staging equipment, materials or documents; ii. Grantee shall permit inspection of any facility, equipment, practices, or operations required in performance of any work pursuant to this Agreement; and, iii. Grantee shall allow and facilitate sampling and monitoring of any substances, soils, materials or parameters at any location reasonable or necessary to assure compliance with any work or legal requirements pursuant to this Agreement. c. Special Audit Requirements. The Grantee shall comply with the applicable provisions contained in Attachment 5, Special Audit Requirements. Each amendment that authorizes a funding increase or decrease shall include an updated copy of Exhibit 1, to Attachment 5. If Department fails to provide an updated copy of Exhibit 1 to include in each amendment that authorizes a funding increase or decrease, Grantee shall request one from the Department's Grants Manager. The Grantee shall consider the type of financial assistance (federal and/or state) identified in Attachment 5, Exhibit 1 and determine whether the terms of Federal and/or Florida Single Audit Act Requirements may further apply to lower tier transactions that may be a result of this Agreement. For federal financial assistance, Grantee shall utilize the guidance provided under 2 CFR §200.331 for determining whether the relationship represents that of a subrecipient or vendor. For State financial assistance, Grantee shall utilize the form entitled "Checklist for Nonstate Organizations Recipient/Subrecipient vs Vendor Determination" (form number DFS-A2-NS) that can be found under the "Links/Forms" section appearing at the following website: https:\\apps.fldfs.com\fsaa. d. Proof of Transactions. In addition to documentation provided to support cost reimbursement as described herein, Department may periodically request additional proof of a transaction to evaluate the appropriateness of costs to the Agreement pursuant to State guidelines (including cost allocation guidelines) and federal, if applicable. Allowable costs and uniform administrative requirements for federal programs can be found under 2 CFR 200. The Department may also request a cost allocation plan in support of its multipliers (overhead, indirect, Attachment 1-B 11 of 14 Rev. 10/1/2024 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C general administrative costs, and fringe benefits). The Grantee must provide the additional proof within thirty (30) days of such request. e. No Commingling of Funds. The accounting systems for all Grantees must ensure that these funds are not commingled with funds from other agencies. Funds from each agency must be accounted for separately. Grantees are prohibited from commingling funds on either a program -by -program or a project -by -project basis. Funds specifically budgeted and/or received for one project may not be used to support another project. Where a Grantee's, or subrecipient's, accounting system cannot comply with this requirement, Grantee, or subrecipient, shall establish a system to provide adequate fund accountability for each project it has been awarded. i. If Department finds that these funds have been commingled, Department shall have the right to demand a refund, either in whole or in part, of the funds provided to Grantee under this Agreement for non-compliance with the material terms of this Agreement. The Grantee, upon such written notification from Department shall refund, and shall forthwith pay to Department, the amount of money demanded by Department. Interest on any refund shall be calculated based on the prevailing rate used by the State Board of Administration. Interest shall be calculated from the date(s) the original payment(s) are received from Department by Grantee to the date repayment is made by Grantee to Department. ii. In the event that the Grantee recovers costs, incurred under this Agreement and reimbursed by Department, from another source(s), Grantee shall reimburse Department for all recovered funds originally provided under this Agreement and interest shall be charged for those recovered costs as calculated on from the date(s) the payment(s) are recovered by Grantee to the date repayment is made to Department. iii. Notwithstanding the requirements of this section, the above restrictions on commingling funds do not apply to agreements where payments are made purely on a cost reimbursement basis. 30. Conflict of Interest. The Grantee covenants that it presently has no interest and shall not acquire any interest which would conflict in any manner or degree with the performance of services required. 31. Independent Contractor. The Grantee is an independent contractor and is not an employee or agent of Department. 32. Subcontracting. a. Unless otherwise specified in the Special Terms and Conditions, all services contracted for are to be performed solely by Grantee. b. The Department may, for cause, require the replacement of any Grantee employee, subcontractor, or agent. For cause, includes, but is not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with an applicable Department policy or other requirement. c. The Department may, for cause, deny access to Department's secure information or any facility by any Grantee employee, subcontractor, or agent. d. The Department's actions under paragraphs b. or c. shall not relieve Grantee of its obligation to perform all work in compliance with the Agreement. The Grantee shall be responsible for the payment of all monies due under any subcontract. The Department shall not be liable to any subcontractor for any expenses or liabilities incurred under any subcontract and Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred under any subcontract. e. The Department will not deny Grantee's employees, subcontractors, or agents access to meetings within the Department's facilities, unless the basis of Department's denial is safety or security considerations. f. The Department supports diversity in its procurement program and requests that all subcontracting opportunities afforded by this Agreement embrace diversity enthusiastically. The award of subcontracts should reflect the full diversity of the citizens of the State. A list of minority -owned firms that could be offered subcontracting opportunities may be obtained by contacting the Office of Supplier Development at (850) 487-0915. g. The Grantee shall not be liable for any excess costs for a failure to perform, if the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is completely beyond the control of both Grantee and the subcontractor(s), and without the fault or negligence of either, unless the subcontracted products or services were obtainable from other sources in sufficient time for Grantee to meet the required delivery schedule. 33. Guarantee of Parent Company. If Grantee is a subsidiary of another corporation or other business entity, Grantee asserts that its parent company will guarantee all of the obligations of Grantee for purposes of fulfilling the obligations of Agreement. In the event Grantee Attachment 1-B 12 of 14 Rev. 10/1/2024 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C is sold during the period the Agreement is in effect, Grantee agrees that it will be a requirement of sale that the new parent company guarantee all of the obligations of Grantee. 34. Survival. The respective obligations of the parties, which by their nature would continue beyond the termination or expiration of this Agreement, including without limitation, the obligations regarding confidentiality, proprietary interests, and public records, shall survive termination, cancellation, or expiration of this Agreement. 35. Third Parties. The Department shall not be deemed to assume any liability for the acts, failures to act or negligence of Grantee, its agents, servants, and employees, nor shall Grantee disclaim its own negligence to Department or any third party. This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties. If Department consents to a subcontract, Grantee will specifically disclose that this Agreement does not create any third - party rights. Further, no third parties shall rely upon any of the rights and obligations created under this Agreement. 36. Severability. If a court of competent jurisdiction deems any term or condition herein void or unenforceable, the other provisions are severable to that void provision, and shall remain in full force and effect. 37. Grantee's Employees, Subcontractors and Agents. All Grantee employees, subcontractors, or agents performing work under the Agreement shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee shall furnish a copy of technical certification or other proof of qualification. All employees, subcontractors, or agents performing work under Agreement must comply with all security and administrative requirements of Department and shall comply with all controlling laws and regulations relevant to the services they are providing under the Agreement. 38. Assignment. The Grantee shall not sell, assign, or transfer any of its rights, duties, or obligations under the Agreement, or under any purchase order issued pursuant to the Agreement, without the prior written consent of Department. In the event of any assignment, Grantee remains secondarily liable for performance of the Agreement, unless Department expressly waives such secondary liability. The Department may assign the Agreement with prior written notice to Grantee of its intent to do so. 39. Compensation Report. If this Agreement is a sole -source, public -private agreement or if the Grantee, through this agreement with the State, annually receive 50% or more of their budget from the State or from a combination of State and Federal funds, the Grantee shall provide an annual report, including the most recent IRS Form 990, detailing the total compensation for the entities' executive leadership teams. Total compensation shall include salary, bonuses, cashed -in leave, cash equivalents, severance pay, retirement benefits, deferred compensation, real -property gifts, and any other payout. The Grantee must also inform the Department of any changes in total executive compensation between the annual reports. All compensation reports must indicate what percent of compensation comes directly from the State or Federal allocations to the Grantee. 40. Disclosure of Gifts from Foreign Sources. If the value of the grant under this Agreement is $100,000 or more, Grantee shall disclose to Department any current or prior interest of, any contract with, or any grant or gift received from a foreign country of concern, as defined in section 286.101, F.S., if such interest, contract, or grant or gift has a value of $50,000 or more and such interest existed at any time or such contract or grant or gift was received or in force at any time during the previous 5 years. Such disclosure shall include the name and mailing address of the disclosing entity, the amount of the contract or grant or gift or the value of the interest disclosed, the applicable foreign country of concern and, if applicable, the date of termination of the contract or interest, the date of receipt of the grant or gift, and the name of the agent or controlled entity that is the source or interest holder. If the disclosure requirement is applicable as described above, then within 1 year before applying for any grant, Grantee must also provide a copy of such disclosure to the Department of Financial Services. 41. Food Commodities. To the extend authorized by federal law, the Department, its grantees, contractors and subcontractors shall give preference to food commodities grown or produced in this state when purchasing food commodities, including farm products as defined in section 823.14, F.S., of any class, variety, or use thereof in their natural state or as processed by a farm operation or processor for the purpose of marketing such product. 42. Anti -human Trafficking. Attachment 1-B 13 of 14 Rev. 10/1/2024 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C If the Grantee is a nongovernmental entity, the Grantee must provide the Department with an affidavit signed by an officer or a representative of the Grantee under penalty of perjury attesting that the Grantee does not use coercion for labor or services as defined in section 787.06, F.S. 43. Iron and Steel for Public Works Projects. If this Agreement funds a "public works project" as defined in section 255.0993, F.S., or the purchase of materials to be used in a public works project, any iron or steel permanently incorporated in the Project must be "produced in the United States," as defined in section 255.0993, F.S. This requirement does not apply if the Department determines that any of the following circumstances apply to the Project: (1) iron or steel products produced in the United States are not produced in sufficient quantities, reasonably available, or of satisfactory quality; (2) the use of iron or steel products produced in the United States will increase the total cost of the project by more than twenty percent (20%); or (3) complying with this requirement is inconsistent with the public interest. Further, this requirement does not prevent the Contractor's minimal use of foreign steel and iron materials if: (1) such materials are incidental or ancillary to the primary product and are not separately identified in the project specifications; and (2) the "cost" of such materials, as defined in section 255.0993, F.S., does not exceed one -tenth of one percent (1%) of the total Project Cost under this Agreement or $2,500, whichever is greater. Electrical components, equipment, systems, and appurtenances, including supports, covers, shielding, and other appurtenances related to an electrical system that are necessary for operation or concealment (excepting transmission and distribution poles) are not considered to be iron or steel products and are, therefore, exempt from the requirements of this paragraph. This provision shall be applied in a manner consistent with and may not be construed to impair the state's obligations under any international agreement. 44. Complete and Accurate information. Grantee represents and warrants that all statements and information provided to DEP are current, complete, and accurate. This includes all statements and information in this Grant, as well as its Attachments and Exhibits. 45. Execution in Counterparts and Authority to Sign. This Agreement, any amendments, and/or change orders related to the Agreement, may be executed in counterparts, each of which shall be an original and all of which shall constitute the same instrument. In accordance with the Electronic Signature Act of 1996, electronic signatures, including facsimile transmissions, may be used and shall have the same force and effect as a written signature. Each person signing this Agreement warrants that he or she is duly authorized to do so and to bind the respective party to the Agreement. Attachment 1-B 14 of 14 Rev. 10/1/2024 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION Second Revised Special Terms and Conditions AGREEMENT NO. 22FRP61 ATTACHMENT 2-B These Special Terms and Conditions shall be read together with general terms outlined in the Standard Terms and Conditions, Attachment 1. Where in conflict, these more specific terms shall apply. 1. Scope of Work. The Project funded under this Agreement is Miami Brickell and Coconut Grove Seawalls. The Project is defined in more detail in Attachment 3, Grant Work Plan. 2. Duration. a. Reimbursement Period. The reimbursement period for this Agreement is the same as the term of the Agreement. b. Extensions. There are extensions available for this Project. c. Service Periods. Additional service periods may be added in accordance with 2.a above and are contingent upon proper and satisfactory technical and administrative performance by the Grantee and the availability of funding. 3. Payment Provisions. a. Compensation. This is a cost reimbursement Agreement. The Grantee shall be compensated under this Agreement as described in Attachment 3. b. Invoicing. Invoicing will occur as indicated in Attachment 3. c. Advance Pay. Advance Pay is not authorized under this Agreement. 4. Cost Eligible for Reimbursement or Matching Requirements. Reimbursement for costs or availability for costs to meet matching requirements shall be limited to the following budget categories, as defined in the Reference Guide for State Expenditures, as indicated: Reimbursement Match Category ❑X ❑ Salaries/Wages Overhead/Indirect/General and Administrative Costs: ❑X ❑ a. Fringe Benefits, for actual costs not to exceed the budget amount identified in Attachment 3. ❑ ❑ b. Indirect Costs, N/A. ❑X ❑ Contractual (Subcontractors) ❑ ❑ Travel, in accordance with Section 112, F.S. ❑ ❑ Equipment ❑ ❑ Rental/Lease of Equipment ❑ ❑ Miscellaneous/Other Expenses ❑ ❑ Land Acquisition 5. Equipment Purchase. No Equipment purchases shall be funded under this Agreement. 6. Land Acquisition. There will be no Land Acquisitions funded under this Agreement. 7. Match Requirements There is no match required on the part of the Grantee under this Agreement. Attachment 2-B lof3 Rev. 6/27/24 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 8. Insurance Requirements Required Coverage. At all times during the Agreement the Grantee, at its sole expense, shall maintain insurance coverage of such types and with such terms and limits described below. The limits of coverage under each policy maintained by the Grantee shall not be interpreted as limiting the Grantee's liability and obligations under the Agreement. Grantee shall provide coverage through a self-insurance program established and operating under the laws of Florida. Additional insurance requirements for this Agreement may be required elsewhere in this Agreement, however the minimum insurance requirements applicable to this Agreement are: a. Comprehensive General Liability Insurance. The Grantee shall provide adequate comprehensive general liability insurance coverage and hold such liability insurance at all times during the Agreement. The minimum limits shall be $200,000 for each person and $300,000 per occurrence. b. Commercial Automobile Insurance. If the Grantee's duties include the use of a commercial vehicle, the Grantee shall maintain automobile liability, bodily injury, and property damage coverage. Insuring clauses for both bodily injury and property damage shall provide coverage on an occurrence basis. The minimum limits shall be as follows: $200,000/300,000 Automobile Liability for Company -Owned Vehicles, if applicable $200,000/300,000 Hired and Non -owned Automobile Liability Coverage c. Workers' Compensation. The Grantee shall comply with the workers' compensation requirements of Chapter 440, F.S. d. Other Insurance. None. 9. Quality Assurance Requirements. There are no special Quality Assurance requirements under this Agreement. 10. Retainage. No retainage is required under this Agreement. 11. Subcontracting. The Grantee may subcontract work under this Agreement without the prior written consent of the Department's Grant Manager except for certain fixed -price subcontracts pursuant to this Agreement, which require prior approval. The Grantee shall submit a copy of the executed subcontract to the Department prior to submitting any invoices for subcontracted work. Regardless of any subcontract, the Grantee is ultimately responsible for all work to be performed under this Agreement. 12. State-owned Land. The work will not be performed on State-owned land. 13. Office of Policy and Budget Reporting. There are no special Office of Policy and Budget reporting requirements for this Agreement. 14. Common Carrier. a. Applicable to contracts with a common carrier — firm/person/corporation that as a regular business transports people or commodities from place to place. If applicable, Contractor must also fill out and return PUR 1808 before contract execution. If Contractor is a common carrier pursuant to section 908.111(1) (a), Florida Statutes, the Department will terminate this contract immediately if Contractor is found to be in violation of the law or the attestation in PUR 1808. b. Applicable to solicitations for a common carrier — Before contract execution, the winning Contractor(s) must fill out and return PUR 1808, and attest that it is not willfully providing any service in furtherance of transporting a person into this state knowing that the person unlawfully present in the United States according to the terms of the federal Immigration and Nationality Act, 8 U.S.C. ss. 1101 et seq. The Department will terminate a contract immediately if Contractor is found to be in violation of the law or the attestation in PUR 1808. Attachment 2-B 2 of 3 Rev. 6/27/24 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 15. Financial Assistance and Payment of Invoices to Rural Communities or Rural Areas of Opportunity This agreement does not provide federal or state financial assistance to a county or municipality that is a rural community or rural area of opportunity as those terms are defined in s. 288.0656(2). 16. Additional Terms. a. Paragraph 8.j. of Attachment 1 is deleted and replaced with a new paragraph 8 j.: A final payment request should be submitted to the Department no later than sixty (60) days following the expiration date of the Agreement to ensure the availability of funds for payment. However, if full or partial funding for this Project is provided by the federal American Rescue Plan Act (State and Local Fiscal Recovery Funds), as administered by the United States Department of the Treasury, a final payment request for any American Rescue Plan Act funding provided by this Agreement shall be submitted to the Department no later than October 31, 2026, unless an extension is granted by the Department in writing, to ensure the availability of funds and adequate time to process payment requests. If the Agreement or Task End Date is extended at any time, this payment request deadline shall still apply. All federal American Rescue Plan Act funds must be fully expended and reimbursed to Grantee Name no later than December 31, 2026, as the funds will no longer be available to the Department after that date. All work performed pursuant to the Grant Work Plan must be performed on or before the expiration date of this Agreement. b. Paragraph 8.i. of Attachment 1 is deleted. Attachment 2-B 3 of 3 Rev. 6/27/24 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION SECOND REVISED GRANT WORK PLAN AGREEMENT NO. 22FRP61 ATTACHMENT 3-B PROJECT TITLE: Miami Brickell and Coconut Grove Seawalls PROJECT LOCATION: The Project is located in City of Miami within Miami -Dade County, Florida. PROJECT DESCRIPTION: The City of Miami (Grantee) will implement the Miami Brickell and Coconut Grove Seawalls (Project) which includes the design, permitting, and construction of three seawalls in Brickell and Coconut Grove, which is part of a larger Citywide Seawall initiative to armor Miami's shoreline. Rehabilitation/construction of new seawalls is vital to protecting critical city structures within the vicinity of the project area. Work includes rehabilitation or replacing seawalls, and associated work, which may include restoration or reconstruction of outfall pipes; installing tidal valves, manatee grates, riprap, guardrails/signs and 10' bay walk; restoring right-of-way. Task 1: Miami Brickell and Coconut Grove Seawalls The Grantee will complete the following under this Project: Design and Permitting The Grantee will complete the engineering and design of three seawalls, including rehabilitation or replacing seawalls, preparing the shoreline, and restoration or reconstruction of outfall pipes, and obtain all necessary permits for construction of the Project. Design and permitting activities may include coastal or civil engineering analyses, preparation of plans and specifications, physical and environmental surveys, cultural resource surveys, design -level geotechnical services, environmental analyses, orthophotography, plan formulations and other necessary studies for obtaining environmental permits, and other Project - related authorizations. The Grantee will submit all work products to the appropriate local, state, and federal regulatory agencies. The Grantee will perform preconstruction project administration, to include project scope of work determination, planning and development of proposed project(s), design consultant direction and oversight, meetings with design professionals and construction contractor(s) and overall project coordination and supervision. Construction The Grantee will acquire professional services to construct three seawalls, including rehabilitation or replacing seawalls, raising, lining, bursting, clearing and preparing the shoreline, and reconstruction of outfall pipes, in accordance with the construction contract documents. Project costs associated with the Construction task include work approved through construction bids and/or construction -phase engineering and monitoring services contracts. Eligible activities may include mobilization, demobilization, construction observation or inspection services, physical and environmental surveys, and mitigation projects. The Grantee will submit its work products to the appropriate local, state, or federal regulatory agencies. Construction shall be conducted in accordance with all local, state, or federal permits. Project Management activities may include field engineering services, site meetings with construction contractor(s) and design professionals, and overall project coordination and supervision. DEP Agreement No.: 22FRP61 Page 1 of 3 Rev. 9.9.24 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Deliverables: The Grantee will submit the following: • 1.1: All final design documents as signed by a Florida -registered Professional Engineer or other applicable Florida Licensed Professional in responsible charge of the design; • 1.2: A copy of final permit documents from all applicable local, state, and federal regulatory agencies for all permits required for the Project. This should include any permits listed in the original project application and as required by Attachment 8; • 1.3: A copy of the record (as -built) drawings; • 1.4: A Certificate of Completion signed by a Florida -registered Professional Engineer or authorized individual in responsible charge of project; • 1.5: Coordinate final site visit with Department and submit the Closeout Site Visit Form received from assigned Field Agent; and • 1.6: Project administration and management report(s) signed by the Grantee's Grant Manager or a Florida -registered Professional Engineer or authorized individual in responsible charge of project. The report(s) must cover the performance period of the task and can be submitted no more frequently than monthly during the performance period of the task. The report(s) must include: o A summary of project administration activities which may also include project and site inspections; o Meeting minutes to all attended meetings, as applicable; and o Field notes, if applicable. PERFORMANCE MEASURES: The Grantee will submit all deliverables for each task to ResilientFloridaGrants@FloridaDEP.gov on or before the Task Due Date listed in the Project Timeline. The Department's Grant Manager will review the deliverable (s) to verify that they meet the specifications in the Grant Work Plan and the task description, to include any work being performed by any subcontractor (s), and will provide written acceptance or non -acceptance of the deliverable (s) to the Grantee within thirty (30) calendar days. Deliverables that the Department determines are not acceptable must be corrected and resubmitted in coordination with the Department's Grant Manager. Tasks may include multiple deliverables to be completed. The Department will accept partial and full deliverables. Incomplete deliverables will not be accepted. A "partial deliverable" is defined as a deliverable consisting of one (1) or more (but not all) subcomponents listed in the deliverable list for a single task, where such subcomponent(s) are delivered to the Department at one hundred percent (100%) completion. A "full deliverable" is defined as a deliverable comprising all subcomponents listed in the deliverable list for a single task, all delivered to the Department at one hundred percent (100%) completion. An "incomplete deliverable" is defined as a deliverable for which one hundred percent (100%) completion has not been achieved for any of the subcomponents listed in the deliverable list for a single task. A task is considered one hundred percent (100%) complete upon the Department's receipt and approval of all deliverable (s) listed within the task and the Department's approval provided by the Deliverable Acceptance Letter. All deliverables must be received by the Task Due Date and accepted by the Department on or before the Agreement's Date of Expiration, or the Consequences for Non -Performance set forth herein shall apply.. CONSEQUENCES FOR NON-PERFORMANCE: For each task deliverable not received and accepted by the Department at one hundred percent (100%) completion on or before the Agreement's Date of Expiration, the Department will reduce the relevant Task Funding Amount(s) paid to Grantee in proportion to the percentage of the deliverable(s) not fully completed. For each task deliverable not received by the Department by the specified Task Due Date listed in the Agreement' s most recent Project Timeline, the Department will reduce the relevant Task Funding Amount(s) by 5% per calendar day, which will be imposed until the Department has received the task deliverable. The Consequence for Non -Performance will be applied to and included in the relevant task deliverable's payment request. DEP Agreement No.: 22FRP61 Page 2 of 3 Rev. 9.9.24 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C PAYMENT REQUEST SCHEDULE: Following the Grantee's full or partial completion of a task's deliverable (s) and acceptance by the Department's Grant Manager, the Grantee may submit a payment request for cost reimbursement using the Exhibit C, Payment Request Summary Form. All payment requests must be accompanied by the Deliverable Acceptance Letter and supporting fiscal documentation including match, if applicable. Interim payments will not be accepted. Payment requests will not be accepted until all required Exhibit A, Progress Report Forms, have been submitted to the Department's Grant Manager for all reporting periods dating back to the Agreement Begin Date. Upon the Department's receipt of the aforementioned documents and supporting fiscal documentation, the Department' s Grant Manager will have ten (10) working days to review and approve or deny the payment request. PROJECT TIMELINE AND BUDGET DETAIL: The tasks must be completed by, and all deliverables received by, the corresponding task due date listed in the table below. Cost -reimbursable grant funding must not exceed the budget amounts indicated below. Requests for any change(s) must be submitted prior to the current task due date listed in the Project Timeline. For Projects funded with federal American Rescue Plan Act funds, requests for any change (s) must be submitted to the Department prior to October 1, 2024. Requests are to be sent via email to the Department' s Grant Manager, with the details of the request and the reason for the request made clear. Task No. Task Title DEP Amount Task Start Date Task Due Date 1 Miami Brickell and Coconut Grove Seawalls $829,264.50 Upon Execution 6/30/2026 Total: $829,264.50 SALARY AND FRINGE BENEFITS BY TASK: Cost -reimbursable funding or hourly match and fringe rate (s) by position have been established by the Grantees governing board, or Chief Executive Officer and may not exceed those indicated below. Upon submission of each payment request, the Grantee certifies that the hours and fringe rates submitted are accurate, allowable, and actual costs for the Grant Agreement. Upon request by the Department's Grant Manager, additional documentation of hours worked will be provided. Task No. Position Title Hourly Rate Fringe Benefit Rate 1 Assistant Director $101.93 11% Senior Project Manager $98.57 11% Project Manager $75.46 11% Administration $ 63.2 6 11% DEP Agreement No.: 22FRP61 Page 3 of 3 Rev. 9.9.24 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION Revised Public Records Requirements Attachment 4-A 1. Public Records. a. If the Agreement exceeds $35,000.00, and if Grantee is acting on behalf of Department in its performance of services under the Agreement, Grantee must allow public access to all documents, papers, letters, or other material, regardless of the physical form, characteristics, or means of transmission, made or received by Grantee in conjunction with the Agreement (Public Records), unless the Public Records are exempt from section 24(a) of Article I of the Florida Constitution and section 119.07(1), F.S. b. The Department may unilaterally terminate the Agreement if Grantee refuses to allow public access to Public Records as required by law. 2. Additional Public Records Duties of Section 119.0701, F.S., If Applicable. For the purposes of this paragraph, the term "contract" means the "Agreement." If Grantee is a "contractor" as defined in section 119.0701(1)(a), F.S., the following provisions apply and the contractor shall: a. Keep and maintain Public Records required by Department to perform the service. b. Upon request, provide Department with a copy of requested Public Records or allow the Public Records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, F.S., or as otherwise provided by law. c. A contractor who fails to provide the Public Records to Department within a reasonable time may be subject to penalties under section 119.10, F.S. d. Ensure that Public Records that are exempt or confidential and exempt from Public Records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the Public Records to Department. e. Upon completion of the contract, transfer, at no cost, to Department all Public Records in possession of the contractor or keep and maintain Public Records required by Department to perform the service. If the contractor transfers all Public Records to Department 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 Public Records stored electronically must be provided to Department, upon request from Department's custodian of Public Records, in a format specified by Department as compatible with the information technology systems of Department. These formatting requirements are satisfied by using the data formats as authorized in the contract or Microsoft Word, Outlook, Adobe, or Excel, and any software formats the contractor is authorized to access. f. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, F.S., TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE CONTRACT, CONTACT THE DEPARTMENT'S CUSTODIAN OF PUBLIC RECORDS AT: Telephone: (850) 245-2118 Email: public.services@floridadep.gov Mailing Address: Department of Environmental Protection ATTN: Office of Ombudsman and Public Services Public Records Request 3900 Commonwealth Boulevard, MS 49 Tallahassee, Florida 32399 Attachment 4-A 1 of 1 Rev. 4/8/2024 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION Revised Special Audit Requirements (State and Federal Financial Assistance) Attachment 5-A The administration of resources awarded by the Department of Environmental Protection (which may be referred to as the "Department", 'DEP", "FDEP" or "Grantor", or other name in the agreement) to the recipient (which may be referred to as the 'Recipient", "Grantee" or other name in the agreement) may be subject to audits and/or monitoring by the Department of Environmental Protection, as described in this attachment. MONITORING In addition to reviews of audits conducted in accordance with 2 CFR Part 200, Subpart F-Audit Requirements, and Section 215.97, F.S., as revised (see "AUDITS" below), monitoring procedures may include, but not be limited to, on -site visits by DEP Department staff, limited scope audits as defined by 2 CFR 200.425, or other procedures. By entering into this Agreement, the recipient agrees to comply and cooperate with any monitoring procedures/processes deemed appropriate by the Department of Environmental Protection. In the event the Department of Environmental Protection determines that a limited scope audit of the recipient is appropriate, the recipient agrees to comply with any additional instructions provided by the Department to the recipient regarding such audit. The recipient further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Chief Financial Officer (CFO) or Auditor General. AUDITS PART I: FEDERALLY FUNDED This part is applicable if the recipient is a State or local government or a non-profit organization as defined in 2 CFR §200.330 1. A recipient that expends $1,000,000 or more in Federal awards in its fiscal year, must have a single or program -specific audit conducted in accordance with the provisions of 2 CFR Part 200, Subpart F. EXHIBIT 1 to this Attachment indicates Federal funds awarded through the Department of Environmental Protection by this Agreement. In determining the federal awards expended in its fiscal year, the recipient shall consider all sources of federal awards, including federal resources received from the Department of Environmental Protection. The determination of amounts of federal awards expended should be in accordance with the guidelines established in 2 CFR 200.502-503. An audit of the recipient conducted by the Auditor General in accordance with the provisions of 2 CFR Part 200.514 will meet the requirements of this part. 2. For the audit requirements addressed in Part I, paragraph 1, the recipient shall fulfill the requirements relative to auditee responsibilities as provided in 2 CFR 200.508-512. 3. A recipient that expends less than $1,000,000 in federal awards in its fiscal year is not required to have an audit conducted in accordance with the provisions of 2 CFR Part 200, Subpart F-Audit Requirements. If the recipient expends less than $1,000,000 in federal awards in its fiscal year and elects to have an audit conducted in accordance with the provisions of 2 CFR 200, Subpart F-Audit Requirements, the cost of the audit must be paid from non-federal resources (i.e., the cost of such an audit must be paid from recipient resources obtained from other federal entities. 4. The recipient may access information regarding the Catalog of Federal Domestic Assistance (CFDA) via the internet at https://sam.gov/content/assistance-listings. Attachment 5-A 1 of 6 BGS-DEP 55-215 revised 10/01/24 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C PART II: STATE FUNDED This part is applicable if the recipient is a nonstate entity as defined by Section 215.97(2), Florida Statutes. 1. In the event that the recipient expends a total amount of state financial assistance equal to or in excess of $750,000 in any fiscal year of such recipient (for fiscal years ending June 30, 2017, and thereafter), the recipient must have a State single or project -specific audit for such fiscal year in accordance with Section 215.97, F.S.; Rule Chapter 69I-5, F.A.C., State Financial Assistance; and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General. EXHIBIT 1 to this form lists the state financial assistance awarded through the Department of Environmental Protection by this agreement. In determining the state financial assistance expended in its fiscal year, the recipient shall consider all sources of state financial assistance, including state financial assistance received from the Department of Environmental Protection, other state agencies, and other nonstate entities. State financial assistance does not include federal direct or pass -through awards and resources received by a nonstate entity for Federal program matching requirements. 2. In connection with the audit requirements addressed in Part II, paragraph 1; the recipient shall ensure that the audit complies with the requirements of Section 215.97(8), Florida Statutes. This includes submission of a financial reporting package as defined by Section 215.97(2), Florida Statutes, and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor General. 3. If the recipient expends less than $750,000 in state financial assistance in its fiscal year (for fiscal year ending June 30, 2017, and thereafter), an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, is not required. In the event that the recipient expends less than $750,000 in state financial assistance in its fiscal year, and elects to have an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, the cost of the audit must be paid from the non -state entity's resources (i.e., the cost of such an audit must be paid from the recipient's resources obtained from other than State entities). 4. For information regarding the Florida Catalog of State Financial Assistance (CSFA) , a recipient should access the Florida Single Audit Act website located at https://apps.fldfs.com/fsaa for assistance. In addition to the above websites, the following websites may be accessed for information: Legislature's Website at http://www.leg.state.fl.us/Welcome/index.cfm, State of Florida's website at http://www.myflorida.com/, Department of Financial Services' Website at http://www.fldfs.com/and the Auditor General's Website at http://www. myflorida. com/audgen/. PART III: OTHER AUDIT REQUIREMENTS (NOTE: This part would be used to specify any additional audit requirements imposed by the State awarding entity that are solely a matter of that State awarding entity's policy (i.e., the audit is not required by Federal or State laws and is not in conflict with other Federal or State audit requirements) . Pursuant to Section 215.97(8), Florida Statutes, State agencies may conduct or arrange for audits of State financial assistance that are in addition to audits conducted in accordance with Section 215.97, Florida Statutes. In such an event, the State awarding agency must arrange for funding the full cost of such additional audits.) PART IV: REPORT SUBMISSION 1. Copies of reporting packages for audits conducted in accordance with 2 CFR Part 200, Subpart F-Audit Requirements, and required by PART I of this form shall be submitted, when required by 2 CFR 200.512, by or on behalf of the recipient directly to the Federal Audit Clearinghouse (FAC) as provided in 2 CFR 200.36 and 200.512 A. The Federal Audit Clearinghouse designated in 2 CFR §200.501 (a) (the number of copies required by 2 CFR §200.501(a) should be submitted to the Federal Audit Clearinghouse), at the following address: Attachment 5-A 2 of 6 BGS-DEP 55-215 revised 10/01/24 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C By Mail: Federal Audit Clearinghouse Bureau of the Census 1201 East loth Street Jeffersonville, IN 47132 Submissions of the Single Audit reporting package for fiscal periods ending on or after January 1, 2008, must be submitted using the Federal Clearinghouse's Internet Data Entry System which can be found at http://harvester.census.gov/facweb/ 2. Copies of financial reporting packages required by PART II of this Attachment shall be submitted by or on behalf of the recipient directly to each of the following: A. The Department of Environmental Protection at one of the following addresses: By Mail: Audit Director Florida Department of Environmental Protection Office of Inspector General, MS 40 3900 Commonwealth Boulevard Tallahassee, Florida 32399-3000 Electronically: FDEPSingleAudit@dep.state.fl.us B. The Auditor General's Office at the following address: Auditor General Local Government Audits/342 Claude Pepper Building, Room 401 111 West Madison Street Tallahassee, Florida 32399-1450 The Auditor General's website (http://flauditor.gov/) provides instructions for filing an electronic copy of a financial reporting package. 3. Copies of reports or management letters required by PART III of this Attachment shall be submitted by or on behalf of the recipient directly to the Department of Environmental Protection at one of the following addresses: By Mail: Audit Director Florida Department of Environmental Protection Office of Inspector General, MS 40 3900 Commonwealth Boulevard Tallahassee, Florida 32399-3000 Electronically: FDEPSingleAudit@dep.state.fl.us 4. Any reports, management letters, or other information required to be submitted to the Department of Environmental Protection pursuant to this Agreement shall be submitted timely in accordance with 2 CFR 200.512, section 215.97, F.S., and Chapters 10.550 (local governmental entities) or 10.650 (nonprofit and for -profit organizations) , Rules of the Auditor General, as applicable. Attachment 5-A 3 of 6 BGS-DEP 55-215 revised 10/01/24 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 5. Recipients, when submitting financial reporting packages to the Department of Environmental Protection for audits done in accordance with 2 CFR 200, Subpart F-Audit Requirements, or Chapters 10.550 (local governmental entities) and 10.650 (non and for -profit organizations), Rules of the Auditor General, should indicate the date and the reporting package was delivered to the recipient correspondence accompanying the reporting package. PART V: RECORD RETENTION The recipient shall retain sufficient records demonstrating its compliance with the terms of the award and this Agreement for a period of five (5) years from the date the audit report is issued, and shall allow the Department of Environmental Protection, or its designee, Chief Financial Officer, or Auditor General access to such records upon request. The recipient shall ensure that audit working papers are made available to the Department of Environmental Protection, or its designee, Chief Financial Officer, or Auditor General upon request for a period of three (3) years from the date the audit report is issued, unless extended in writing by the Department of Environmental Protection. Attachment 5-A 4 of 6 BGS-DEP 55-215 revised 10/01/24 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C EXHIBIT — 1 FUNDS AWARDED TO THE RECIPIENT PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING: Note: If the resources awarded to the recipient represent more than one federal program, provide the same information shown below for each federal program and show total federal resources awarded Federal Resources Awarded to the Recipient Pursuant to this Agreement Consist of the Following: Federal Program A Federal Agency CFDA Number CFDA Title Funding Amount State Appropriation Category Amendment 2 U.S. Department of Treasury 21.027 SLFRP0125 $829,264.50 152-D22 Federal Program B Federal Agency CFDA Number CFDA Title Funding Amount State Appropriation Category $ Note: Of the resources awarded to the recipient represent more than one federal program, list applicable compliance requirements for each federal program in the same manner as shown below: Federal Program A First Compliance requirement: i.e.: (what services of purposes resources must be used for) Second Compliance requirement: i.e.: (eligibility requirement for recipients of the resources) Etc. Etc. Federal Program B First Compliance requirement: i.e.: (what services of purposes resources must be used for) Second Compliance requirement: i.e.: (eligibility requirement for recipients of the resources) Etc. Etc. Attachment 5-A, Exhibit 1 5 of 6 BGS-DEP 55-215 Revised 7/2019 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Note: If the resources awarded to the recipient for matching represent more than one federal program, provide the same information shown below for each federal program and show total state resources awarded for matching. State Resources Awarded to the Recipient Pursuant to this Agreement Consist of the Following Matchin Resources for Federal Programs: Federal Program A Federal Agency CFDA CFDA Title Funding Amount State Appropriation Category Federal Program B Federal Agency CFDA CFDA Title Funding Amount State Appropriation Category Note: If the resources awarded to the recipient represent more than one state project, provide the same information shown below for each state project and show total state financial assistance awarded that is subject to section 215.97, F.S. State Resources Awarded to the Recipient Pursuant to this Agreement Consist of the Following Resources Subject to Section 215.97, F.S.: State Program A State Awarding Agency State Fiscal Year' CSFA Number CSFA Title or Funding Source Description Funding Amount State Appropriation Category State Program B State Awarding Agency State Fiscal Year2 CSFA Number CSFA Title or Funding Source Description Funding Amount State Appropriation Category Total Award $829,264.50 Note: List applicable compliance requirement in the same manner as illustrated above for federal resources. For matching resources provided by the Department for DEP for federal programs, the requirements might be similar to the requirements for the applicable federal programs. Also, to the extent that different requirements pertain to different amount for the non-federal resources, there may be more than one grouping (i.e. 1, 2, 3, etc.) listed under this category. For each program identified above, the recipient shall comply with the program requirements described in the Catalog of Federal Domestic Assistance (CFDA) [https://sam.gov/content/assistance-listings] and/or the Florida Catalog of State Financial Assistance (CSFA) [https://apps.fldfs.com/fsaa/searchCatalog.aspxl, and State Projects Compliance Supplement (Part Four: State Projects Compliance Supplement [https://apps.fldfs.com/fsaa/state project compliance.aspxl. The services/purposes for which the funds are to be used are included in the Agreement's Grant Work Plan. Any match required by the Recipient is clearly indicated in the Agreement. ' Subject to change by Change Order. 2 Subject to change by Change Order. Attachment 5-A, Exhibit 1 6 of 6 BGS-DEP 55-215 Revised 7/2019 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION SECOND REVISED PROGRAM -SPECIFIC REQUIREMENTS RESILIENT FLORIDA PROGRAM ATTACHMENT 6-B General 1. Deliverable and Payment Request Submissions. All grant deliverables and payment requests (Exhibit C) must be submitted to ResilientFloridaGrants@FloridaDEP.gov. 2. Contractual Services. For all grant agreements that include Contractual Services as an expenditure category, the Grantee must submit Exhibit H, Contractual Services Certification, and all required supporting documentation for all contractors conducting work under the grant agreement, prior to submitting a payment request for contractual services. 3. Grantee Match Form. If the grant agreement includes match requirements in Attachment 2, the Grantee must submit the Grantee Match Form upon execution of the grant agreement and at any time there are changes to the match funding amount and/or funding source throughout the grant agreement period. 4. Project Photos. The Grantee must submit Exhibit G, Photo Release Form, with the first submission of deliverables and reports (Exhibit A and F) that include photos. 5. DEP Logo and Funding Source Disclaimer. The final Vulnerability Assessment Report, Adaptation Plan report or document, and any permanent signage created for an implementation project included on the Statewide Flooding and Sea Level Rise Resilience Plan must include the Department's logo (which can be found on the Department's website at: https://floridadep.gov or by contacting the Grant Manager for a copy) as well as the following language: "This work was funded in part through a grant agreement from the Florida Department of Environmental Protection's Office of Resilience and Coastal Protection Resilient Florida Program. The views, statements, findings, conclusions, and recommendations expressed herein are those of the author(s) and do not necessarily reflect the views of the State of Florida or any of its subagencies." 6. Final Project Report. The Grantee must submit Exhibit F, Final Project Report Form, prior to requesting final payment. The Final Project Report may be submitted in lieu of the fmal Exhibit A, Progress Report Form, only in instances where the next quarterly progress report falls after the Agreement's Date of Expiration. For grants funded with American Rescue Plan Act (ARPA) Funds that are not completed by the Agreement's Date of Expiration, Exhibit F must also be submitted to ResilientFloridaGrants@FloridaDEP.gov upon completion of the project, which may be after the Agreement's Date of Expiration. 7. Copyright, Patent and Trademark. The Department reserves a royalty -free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for state government purposes: a. The copyright in any work developed under this Agreement; and b. Any rights or copyright to which the Grantee or subcontractor purchases ownership with grant support. 8. Geographic Information System (GIS) files and associated metadata. All GIS files and associated metadata must adhere to the Resilient Florida Program's GIS Data Standards (found on the Resilient Florida Program web site: hops://floridadep.gov/rcp/resilient-florida-program/documents/resilient-florida-program-gis-data- standards), and raw data sources shall be defined within the associated metadata. Rev. 9.9.24 Attachment 6-B Page 1 of 3 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 9. Program Deliverable Acceptance and Disclaimer. The Department's acceptance of any specific project's task deliverables required by that project's Resilient Florida Program grant agreement, does not guarantee the Department's acceptance of the same or similar task deliverables, as required by a different Resilient Florida Program grant agreement, notwithstanding the Grantee(s) and/or project(s) at issue being the same or similar. The Department will review and accept all deliverables individually, pursuant to the terms and conditions of each grant agreement for which they are submitted, including Attachment 3, Grant Work Plan. The Department's acceptance of a specific deliverable does not constitute the Department's confirmation that the conclusions or statements made within said deliverable are truthful or accurate, including, but not limited to, claims of scientific validity and the certification of engineering practices. If a dispute arises between the Department and Grantee regarding the veracity of a specific deliverable's content, the Department may request that the Grantee provide additional documentation (e.g., a certification statement signed and sealed by a licensed Professional Engineer), verifying that the conclusions or statements at issue are true and correct to the best of the Grantee's knowledge, prior to the Department's acceptance of said deliverable. 10. Sunshine Law Compliance. As per Paragraph 23 to Attachment 1, Standard Terms and Conditions, the Grantee is solely responsible for ensuring that its actions (and those of its agents) under the Agreement are made in compliance with Section 286.011, Florida Statutes —Florida's Govemment in the Sunshine Law —where applicable. Implementation Grants 11. Sea Level Impact Projection Study Requirement. If a state -funded construction project is located within an area where a Sea Level Impact Protection (SLIP) study is required pursuant to Section 380.0937, Florida Statutes, the Grantee is responsible for conducting such a SLIP study and submitting the resulting report to the Department. The SLIP study report must be received by the Department, approved by the Department, and published on the Department's website for at least thirty (30) days before construction can commence. Upon submission to the Department, SLIP study reports must meet all relevant statutory requirements, as well as the standards and criteria indicated in Chapter 62S-7, Florida Administrative Code. 12. Permits. The Grantee acknowledges that receipt of this grant does not imply nor guarantee that a federal, state, or local permit will be issued for a particular activity. The Grantee agrees to ensure that all necessary permits are obtained prior to implementation of any grant -funded activity that may fall under applicable federal, state, or local laws. Further, the Grantee shall abide by all terms and conditions of each applicable permit for any grant -funded activity. Upon request, the Grantee must provide a copy of all required, acquired, and approved permits for the project. 13. Grant funds may not be used to support ongoing efforts to comply with certain legal requirements or actions that were unanticipated, non-existent, or unknown to the Department at the time of this Agreement's execution, including regulatory and permit compliance requirements, non-compliance and citation fees, fees resulting from unanticipated permit conditions, settlement agreements, and compliance with formal or informal enforcement actions to resolve violations of applicable rules and statutes (including consent orders, Closed Without Official Enforcement agreements, and similar enforcement actions). Grant funds may be utilized to support ongoing efforts to comply with permit -required conditions, as approved by the Resilient Florida Program (e.g., pre-, during-, and post -construction monitoring and mitigation efforts). Grants Funded with American Rescue Plan Act (ARPA) Funds 14. Match Expenditure Monitoring. For any match -funded deliverable(s) identified in Attachment 3, Grant Work Plan, not accepted by the Department by the Date of Expiration listed in Section 3 to the Standard Grant Agreement (as modified by any properly executed amendment(s), as applicable), the Grantee must submit Exhibit M, Match Expenditure Monitoring Form, to the Department prior to ARPA-funded grant closeout to Rev. 9.9.24 Attachment 6-B Page 2 of 3 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C identify all remaining deliverable(s) which are to be completed solely using Grantee match funding. Failure to submit Exhibit M and all remaining Project deliverables to the Department, as well as meet the Match Requirements identified in Section 7 to Attachment 2, may hinder the Grantee's chances of receiving future grant awards from the Resilient Florida Program. Rev. 9.9.24 Attachment 6-B Page 3 of 3 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C ATTACHMENT 8-A Revised Contract Provisions for Coronavirus State and Local Fiscal Recovery Funds (SLFRF) Agreements The Department, as a Non -Federal Entity as defined by 2 CFR §200.69, shall comply with the following provisions, where applicable. For purposes of this Grant Agreement between the Department and the Grantee, the term "Recipient" shall mean "Grantee." Further, the Department, as a pass -through entity, also requires the Grantee to pass on these requirements to all lower tier subrecipients/contractors, and to comply with the provisions of the award, the SLFRF implementing regulation, including applicable provisions of the OMB Uniform Guidance (2 CFR Part 200), and all associated terms and conditions. Therefore, Grantees must include these requirements in all related subcontracts and/or sub - awards. Grantees can include these requirements by incorporating this Attachment in the related subcontract and/or sub -awards, however for all such subcontracts and sub -awards, the Grantee shall assume the role of the Non -Federal Entity and the subrecipients shall assume the role of the Recipient. 2 CFR PART 200 APPENDIX 2 REQUIREMENTS 1. Administrative, Contractual, and Legal Remedies The following provision is required if the Agreement is for more than $150,000. In addition to any of the remedies described elsewhere in the Agreement, if the Recipient materially fails to comply with the terms and conditions of this Contract, including any Federal or State statutes, rules, or regulations, applicable to this Contract, the Non - Federal Entity may take one or more of the following actions. A. Temporarily withhold payments pending correction of the deficiency by the Recipient. B. Disallow (that is, deny both use of funds and any applicable matching credit for) all or part of the cost of the activity or action not in compliance. C. Wholly or partly suspend or terminate this Contract. D. Take other remedies that may be legally available. The remedies identified above, do not preclude the Recipient from being subject to debarment and suspension under Presidential Executive Orders 12549 and 12689. The Non -Federal entity shall have the right to demand a refund, either in whole or part, of the funds provided to the Recipient for noncompliance with the terms of this Agreement. 2. Termination for Cause and Convenience Termination for Cause and Convenience are addressed elsewhere in the Agreement. 3. Equal Opportunity Clause The following provision applies if the agreement meets the definition of "federally assisted construction contract" as defined by 41 CFR Part 60-1.3: During the performance of this Agreement, the Recipient agrees as follows: A. The Recipient will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Recipient will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: i. Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Recipient agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. B. The Recipient will, in all solicitations or advertisements for employees placed by or on behalf of the Recipient, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. C. The Recipient will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's Attachment 8-A 1 of 6 Rev. 6/27/2024 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Recipient's legal duty to furnish information. D. The Recipient will send to each labor union or representative of workers with which he has a collective bargaining agreement or other Agreement or understanding, a notice to be provided advising the said labor union or workers' representatives of the Recipient's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. E. The Recipient will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. F. The Recipient will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. G. In the event of the Recipient's noncompliance with the nondiscrimination clauses of this Agreement or with any of the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended in whole or in part and the Recipient may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. H. The Recipient will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Recipient will take such action with respect to any subcontractor purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance. 4. Contract Work Hours and Safety Standards Act Where applicable, if the Agreement is in excess of $100,000 and involves the employment of mechanics or laborers, the Recipient must comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each Recipient must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. 5. Rights to Inventions Made Under Agreement If the Federal award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and the Non- Federal Entity or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the Non -Federal Entity or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. 6. Clean air Act (42 U.S. C. 7401-7671q.), the Federal Water Pollution Control Act (33 U.S.C. 1251- 1387), and EPA Regulations If the Agreement is in excess of $100,000, the Recipient shall comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Rev. 6/27/2024 Attachment 8-A 2 of 6 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Act as amended (33 U.S.C. 1251-1387), and by the EPA (40 CFR Part 15). Violations must be reported to the Federal Awarding Agency and the Regional Office of the Environmental Protection Agency (EPA). i. The Grantee shall include these requirements for the Clean Air Act and the Federal Water Pollution Act in each subcontract exceeding $100,000 financed in whole or in part with SLFRF funds. 7. Debarment and Suspension (Executive Orders 12549 and 12689) The Recipient certifies that it is not listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 and 2 CF 1200 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." 8. Byrd Anti -Lobbying Amendment (31 U.S.C. 1352) The Recipient certifies that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. If applicable, the Recipient shall disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award, using form SF-LLL, available at: hops://apply07.grants.gov/apply/forms/sample/SFLLL_1_2_P-V 1.2.pdf. i. Grantees who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier, up to the recipient. 9. Procurement of Recovered Materials The Recipient must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act as described in 2 CFR part 200.322. 10. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment The Recipients and subrecipients are prohibited from obligating or expending loan or grant funds to procure or obtain; extend or renew a contract to procure or obtain; or enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as partof any system. See Section 889 of Public Law 115-232 (National Defense Authorization Act 2019). Also, see 2 CFR 200.216 and 200.471. 11. Domestic Preferences for Procurement The Recipients and subrecipients must, to the greatest extent practical, give preference to the purchase, acquisition, or use of goods, products, or materials produced in the United States in accordance with 2 CFR 200.322. ADMINISTRATIVE 1. General Federal Regulations Recipients shall comply with the regulations listed in 2 CFR 200, 48 CFR 31, and 40 U.S.C. 1101 et seq. 2. Rights to Patents and Inventions Made Under a Contract or Agreement Rights to inventions made under this assistance agreement are subject to federal patent and licensing regulations, which are codified at Title 37 CFR Part 401 and Title 35 U.S.C. 200 through 212. 3. Compliance with the Trafficking Victims Protection Act of 2000 (2 CFR Part 175) Recipients, their employees, subrecipients under this award, and subrecipients' employees may not: A. Engage in severe forms of trafficking in persons during the period of time that the award is in effect; B. Procure a commercial sex act during the period of time that the award is in effect; or C. Use forced labor in the performance of the award or subawards under the award. 4. Whistleblower Protection Recipients shall comply with U.S.C. §4712, Enhancement of Recipient and Subrecipient Employee Whistleblower Protection. This requirement applies to all awards issued after July 1, 2013 and effective December 14, 2016 has been permanently extended (Public Law (P.L.) 114-261). Attachment 8-A 3 of 6 Rev. 6/27/2024 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C A. This award, related subawards, and related contracts over the simplified acquisition threshold and all employees working on this award, related subawards, and related contracts over the simplified acquisition threshold are subject to the whistleblower rights and remedies in the pilot program on award recipient employee whistleblower protections established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (P.L. 112-239). B. Recipients, their subrecipients, and their contractors awarded contracts over the simplified acquisition threshold related to this award, shall inform their employees in writing, in the predominant language of the workforce, of the employee whistleblower rights and protections under 41 U.S.C. 4712. C. The Recipient shall insert this clause, including this paragraph C, in all subawards and in contracts over the simplified acquisition threshold related to this award; best efforts should be made to include this clause, including this paragraph C in any subawards and contracts awarded prior to the effective date of this provision. 5. Notification of Termination (2 CFR § 200.340) In accordance with 2 CFR § 200.340, in the event that the Agreement is terminated prior to the end of the period of performance due to the Recipient's or subcontractor's material failure to comply with Federal statutes, regulations or the terms and conditions of this Agreement or the Federal award, the termination shall be reported to the Office of Management and Budget (OMB) -designated integrity and performance system, accessible through System for Award Management (SAM) currently the Federal Awardee Performance and Integrity Information System (FAPIIS). The Non -Federal Entity will notify the Recipient of the termination and the Federal requirement to report the termination in FAPIIS. See 2 CFR § 200.340 for the requirements of the notice and the Recipient's rights upon termination and following termination. 6. Additional Lobbying Requirements A. The Recipient certifies that no funds provided under this Agreement have been used or will be used to engage in the lobbying of the Federal Government or in litigation against the United States unless authorized under existing law. B. The Lobbying Disclosure Act of 1995, as amended (2 U.S.C. §1601 et seq.), prohibits any organization described in Section 501(c)(4) of the Internal Revenue Code, from receiving federal funds through an award, grant (and/or subgrant) or loan unless such organization warrants that it does not, and will not engage in lobbying activities prohibited by the Act as a special condition of such an award, grant (and/or subgrant), or loan. This restriction does not apply to loans made pursuant to approved revolving loan programs or to contracts awarded using proper procurement procedures. C. Pursuant to 2 CFR §200.450 and 2 CFR §200.454(e), the Recipient is hereby prohibited from using funds provided by this Agreement for membership dues to any entity or organization engaged in lobbying activities. 7. Increasing Seat Belt Use in the United States Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Grantee is encouraged to adopt and enforce on-the-job seat belt policies and programs for its employees when operating company -owned, rented or personally owned vehicles. 8. Reducing Text Messaging While Driving Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), Grantee is encouraged to adopt and enforce policies that ban text messaging while driving and establish workplace safety policies to decrease accidents caused by distracted drivers. 9. Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 Where applicable, 42 U.S.C. §§ 4601-4655 and implementing regulations apply to this Agreement. COMPLIANCE WITH ASSURANCES 1. Assurances Recipients shall comply with all applicable assurances made by the Department or the Recipient to the Federal Government during the Grant application process. FEDERAL REPORTING REQUIREMENTS 1. FFATA Grant Recipients awarded a new Federal grant greater than or equal to $30,000 awarded on or after Octoberl, 2015, are subject to the FFATA the Federal Funding Accountability and Transparency Act ("FFATA") of 2006. The FFATA legislation requires that information on federal awards (federal financial assistance and expenditures) be made available to the public via a single, searchable website, which is www.USASpending.gov. Attachment 8-A 4 of 6 Rev. 6/27/2024 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C The Grantee agrees to provide the information necessary, within one (1) month of execution, for the Department to comply with this requirement. DEPARTMENT OF TREASURY -SPECIFIC 1. Civil Rights Compliance Recipients of Federal financial assistance from the Treasury are required to meet legal requirements relating to nondiscrimination and nondiscriminatory use of Federal funds. Those requirements include ensuring that entities receiving Federal financial assistance from the Treasury do not deny benefits or services or otherwise discriminate on the basis of race, color, national origin, (including limited English proficiency), disability, age, or sex (including sexual orientation and gender identity), in accordance with the following: Title VI of Civil Rights Acts of 1973 (Section 504), Public Law 93-112, as amended by Public Law 93-516, 29 U.S.C. 794; Title IX of the Education Amendments of 1972 (Title IX), 20 U.S.C. 1681 et seq., and the Department's implementing regulations, 31 CFR 28; Age Discrimination Act of 1975, Public Law 94-135, 42 U.S.C. 6101 et seq., and the Department of Treasury implementing regulations at 31 CFR part 23. The Department of Treasury will request information on recipients' compliance with Title VI of the Civil Rights Act of 1964, as applicable, on an annual basis. This information may include a narrative descripting the recipient's compliance with Title VI, along with other questions and assurances. SLFRF-SPECIFIC 1. Period of Performance The Department must obligate all funds from SLFRF by December 31, 2024, and all such obligated funds must be expended by December 31, 2026. As such, the Contractor must submit all invoices by September 30, 2026, unless approved in writing by the Department. 2. Equipment and Real Property Management Any purchase of equipment or real property with SLFRF funds must be consistent with the Uniform Guidance at 2 CFR Part 200, Subpart D. Equipment and real property acquired under this program must be used for the originally authorized purpose. Consistent with 2 CFR 200.311 and 2 CFR 200.313, any equipment or real property acquired using SLFRF funds shall vest in the non -Federal entity. Any acquisition and maintenance of equipment or real property must also be in compliance with relevant laws and regulations. SLFRF INFRASTRUCTURE PROJECTS For all infrastructure projects, the Grantee shall provide the following project information on a quarterly basis to the Department: i. Projected/actual construction start date (month/year) ii. Projected/actual initiation of operation date (month/year) iii. Location details SLFRF INFRASTRUCTURE PROJECTS OVER $10 MILLION For infrastructure projects over $10 million, the following provisions apply: 1. Wage Certification Grantees may provide a certification that all laborers and mechanics employed by Grantee in the performance of such project are paid wages at the rates not less than those prevailing, as determined by the U.S. Secretary of Labor in accordance with the Davis -Bacon Act, for the corresponding classes of laborers and mechanics employed projected of a character similar to the contract work in the civil subdivision of Florida in which the work is to be performed. If the Grantee does not provide such certification, the Grantee must provide a project employment and local impact report detailing: i. The number of employees of contractors and sub -contractors working on the project; ii. The number of employees on the project hired directly and hired through a third party; iii. The wages and benefits of workers on the project by classification; and iv. Whether those wages are at rates less than those prevailing. Grantee must maintain sufficient records to substantiate this information upon request. 2. Project Labor Agreements Grantees may provide a certification that the project includes a project labor agreement, meaning a pre -hire Attachment 8-A 5 of 6 Rev. 6/27/2024 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C collective bargaining agreement consistent with the section 8(f) of the National Labor Relations Act (29 U.S.C. 158(f)). If the Grantee does not provide such certification, the Grantee must provide a project workforce continuity plan, detailing i. How the Grantee will ensure the project has ready access to a sufficient supply of appropriately skilled and unskilled labor to ensure high -quality construction throughout the life of the project; ii. How the Grantee will minimize risks of labor disputes and disruptions that would jeopardize timeliness and cost-effectiveness of the project; iii. How the Grantee will provide a safe and healthy workplace that avoids delays and costs associatedwith workplace illnesses, injuries, and fatalities; iv. Whether workers on the project will receive wages and benefits that will secure and appropriately skilled workforce in the context of the local or regional labor market; and v. Whether the project has completed a labor agreement. 3. Other Reporting Requirements Grantees must report whether the project prioritizes local hires and whether the project has Community Benefit Agreement, with a description of any such agreement, if applicable. SLFRF WATER & SEWER PROJECTS For water and sewer projects, Grantees shall provide the following information to the Department once the project starts, as appliable: i. National Pollutant Discharge Elimination System (NPDES) Permit Number, for projects aligned with the Clean Water State Revolving Fund ii. Public Water System (PWS) ID number, for projects aligned with the Drinking Water State Revolving Fund. Attachment 8-A 6 of 6 Rev. 6/27/2024 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION RESILIENT FLORIDA GRANT PROGRAM EXHIBIT A-1 REVISED PROGRESS REPORT FORM The current Exhibit A, Progress Report Form for the Resilient Florida Program grant agreements can be found on the Department's website at the link below. Each progress report must be submitted on the current form. The Department will notify grantees of any substantial changes to Exhibit A that occur during the grant agreement period. https://floridadep.gov/Resilient-Florida-Program/Grants Exhibit A-1, Page 1 of 1 Rev. 7/1/2024 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION RESILIENT FLORIDA GRANT PROGRAM SECOND REVISED CONTRACTUAL SERVICES CERTIFICATION Exhibit H-2 Required for all grant agreements that include Contractual Services as an expenditure category. DEP Agreement Number: 22FRP61 Project Title: Miami Brickell and Coconut Grove Seawalls Grantee: City of Miami Subcontractor: Note: Submit separate Exhibit H Certification for each additional subcontractor. Prior to making a request for payment of contractual services, the Grantee must provide the following to the Department Grant Manager then responsible for the Grantee's Resilient Florida Grant Program grant agreement: 1. Documentation of the Grantee's procurement process, as consistent with Attachment 1, Paragraph 9(c) and Attachment 2, Paragraph 11; 2. A list of all subcontractor quote and/or bid amounts (as applicable), including the company name and address for each subcontractor; 3. An explanation of how and why the Grantee made their determination (s) for the subcontractor(s) selected to perform certain task(s) under the Grantee's relevant grant agreement; 4. A copy of the Grantee's executed subcontract agreement, as required by Attachment 2, Paragraph 11; and 5. This Exhibit H, signed and dated by the Grantee's own (non -Departmental) grant manager. By signing below, I certify that, on behalf of the Grantee, I have provided all the information required by items 1. through 4. of this exhibit, as stated above, to the Department Grant Manager currently responsible for the Grantee's Resilient Florida Grant Program grant agreement. I also certify that the procurement process the Grantee utilized follows all of said Grantee's non - Departmental policies and procedures for subcontractors. Grantee's Grant Manager Signature Print Name Date Rev. 4.8.2024 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C / A� o® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 04/16/2026 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 Eastern Insurance Group, Inc. 7400 SW 50th Terrace Suite 100 Miami FL 33155 CONTACT Amanda Nogues NAME: PHONE o, Ext): (305) 595-3323 FAX No): (305) 595-7135 E-MAIL amanda.nogues@eigrisk.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Ascot Specialty Insurance Co. 45055 INSURED Harbour Construction Inc. 6900 Bird Rd 557550 Miami FL 33155 INSURER B : Infinity Assurance Ins. Co. 39497 INSURER C : Insurance Company of the West 27847 INSURER D : AXIS Surplus Insurance Co. 26620 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: Master 26/27 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 IANSD DDL UBR SWVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MMIDD/YYYYL LIMITS A X COMMERCIAL GENERAL LIABILITY Y ESGL2610001775-04 G� l` 01/29/2026 01/29/2027 EACH OCCURRENCE 1,000,000 $DAMAGE CLAIMS -MADE X OCCUR TO RETED PREMISES (Ea occurrence) $ 100,000 MED EXP (Any one person) $ Excluded PERSONAL&ADVINJURY $ 1,000,000 GEN'L AGGREGATE X LIMIT APPLIES PRO JECT PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OPAGG $ 2,000,000 $ B AUTOMOBILE X _ _ LIABILITY ANY AUTOBODILY OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON -OWNED AUTOS ONLY y i.e.\ 500213T0801- � 01/29/2026 01/29/2027 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ PIP -Basic $ 10,000 A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE Y Y ESXSS2610001776-04 01/29/2026 01/29/2027 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DED RETENTION $ $ C 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 Y WFL-5045492-07 01/06/2026 01/06/2027 X PER STATUTE OTH ER E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE $ 1 ,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 $ D Contractors Pollution & Professional Liability - Claims Made Y CP004560-05-2025 06/23/2025 06/23/2026 General Aggregate Each Occurrence $2,000,000 $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Brickell and Coconut Grove Seawall Improvements - D2 Project No. 40-6233809. City of Miami is listed as additional insureds with respect to the General liability for ongoing and completed operations when required by written contract. Additional insured applies with regards to the Pollution Liability when required by written contract. Coverage is considered primary and non-contributory with respect to General Liability policy when required as per written contract. A waiver of subrogation favors the additional insureds with respect to Workers Compensation policy when required as per written contract. Excess policy follows form. USL&H coverage applies under the worker's compensation policy. CERTIFICATE HOLDER CANCELLATION I City of Miami 444 SW 2nd Avenue Miami FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C AGENCY CUSTOMER ID: 00004351 LOC #: AW Ra ADDITIONAL REMARKS SCHEDULE Page of AGENCY Eastern Insurance Group, Inc. NAMED INSURED Harbour Construction Inc. POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Jones Act applies with respect to policy number LSMP25-1115 G° 09,0•068°Q.1)%\`'\\I'l ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C AGENCY CUSTOMER ID: LOC #: AC =1R[J) ADDITIONAL REMARKS SCHEDULE Page of AGENCY Eastern Insurance Group, Inc. NAMED INSURED Harbour Construction Inc. POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance: Notes Coverage Installation Floater Carrier: Scottsdale Insurance Co. Policy #: RBS0335531 Effective: 6/23/2025 - 6/23/2026 At any one jobsite: $400,000 At any location other than a job site: $50,000 Property in transit: $50,000 Maritime Employers Liability/General Liability Effective Date: 9/19/2025-9/19/2026 Policy Number: LSMP25-1115 Policy Limit: $1,000,000 - Employers Liability Policy Limit: $2,000,000 - General Liability Aggregate sc\xS,0 t P� ACORD 101 (2008/01) © 2008ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C From: Gomez Jr., Francisco (Frank) To: Caseres, Luis Subject: RE: COI - City of Miami for Harbour Construction Inc. Date: Tuesday, April 21, 2026 10:38:43 AM Attachments: image024.pnq image026.pnq image027.pnq image028.pnq image030.pnq image033.pnq image035.pnq image036.pnq image042.pnq image044.pnq image046.pnq Hello Luis, The COI is acceptable to Risk. We also revised the contract requirements to mirror the COI. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager_ re` City of Miami cO Risk Management 'p 14 N.E. lstAvenue oor Miami, Florida 33132 (305) 416-1740 Office (305) 416-1760 Fax fgomez@miamigoy.com "Serving, Enhancing, and Transforming our Community" From: Caseres, Luis <Lcaseres@miamigov.com> Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C HCI II ROOUR CONSTRUCTION, INC LETTER OF INTENT TO SUBCONTRACT Project Title: BRICKELL AND COCONUT GROVE SEAWALL IMPROVEMENTS — D2 PROJECT NO. 40-B233809 HARBOUR CONSTRUCTION INC ("Prime Contractor") agrees to enter into a contractual agreement with Marin & Marin Construction ("Subcontractor"), who will provide the following goods/services in connection with the above -referenced contract: The Brickell and Coconut Grove Seawall Improvements ("Project") involves comprehensive infrastructure improvement and the repair of three (3) seawalls located in the Brickell and Coconut Grove neighborhoods. The work consists of furnishing all materials, labor, permited equipment necessary for the replacement of existing seawalls and outfall pipes, installation 'hole structures, pollution control structures, manatee grates, riprap, guardrails, pavement, milling esurfacing, signage and pavement markings, and landscaping. The Project has (3) phases: Phase 1 shall consist of renovation work on the Crystal View Court Seawall. Phase 2 shall include, but isiNt limited to, renovation work on the Matheson Avenue Seawall. Phase 3 shall involve the renovatia,,n0e $1 Road Seawall. Subcontractor is, to the best of Prime Cor's k currently certified with the State of Florida to perform in the capacities indicated he� i i - •y, ctor agrees to utilize Subcontractor in the capacities indicated herein, and S 4'rtFactp(s4:::s to work on the above referenced contract in the capacities indicated herein, c ent upn award of the contract to Prime Contractor. Subcontractor agree 3 to ii)mnify, defend and hold the City of Miami harmless from and against all claims, suits, damages, causes of action, and settlements in connection with the project. The Subcontractor further agrees to list the City of Miami as additional insured on a primary and noncontributory basis with regards to the general liability, auto, excess umbrella and protection and indemnity policies Signature: Prime Contractor Guy Lesseur Print Name Project Manager Title Signature: ubcontractor Rafael Marin Print Name 4/17/2026 President Date Title 4/17/2026 Date Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C From: Gomez Jr., Francisco (Frank) To: Leyla De La Espriella; Lima, Cristiane Cc: Gu Lesseur; Caseres, Luis; Ponassi Boutureira, Fernando; Hansen, Anthony Subject: RE: COI - City of Miami for Harbour Construction Inc. Date: Monday, April 20, 2026 5:46:51 PM Attachments: image002.pnq image004.pnq image006.pnq image008.pnq image011.pnq image013.pna image014.pnq image019.pna image021.pnq image023.pna Good afternoon All, The LOI is acceptable on the Risk side. Thanks, Frank Gomez, PIAM, CPI I �1 Property & Casualty Manager__ rred 05) City of Miami 'ON N`1.01 Risk Managementc� O 14 N.E. lstAvenue mloor Miami, Florida 33132 (305) 416-1740 Office (305) 416-1760 Fax fgomez@miamigov.com "Serving, Enhancing, and Transforming our Community" From: Leyla De La Espriella <Idelae@harbourconstruction.com> Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Detail by Entity Name DIVISION OF CORPORATIONS p! ` I !r i 1J I rtn tajJlrlal Susie r j' fltar t, s: a ite Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Profit Corporation HARBOUR CONSTRUCTION, INC. Filing Information Document Number P03000084970 FEI/EIN Number 38-3686455 Date Filed 08/04/2003 State FL Status ACTIVE Last Event AMENDMENT Event Date Filed 05/03/2016 Event Effective Date NONE Principal Address 7340 SW 48 Street Suite 102 MIAMI, FL 33155 Changed: 01/26/2016 Mailing Address 6900 Bird Road 557550 MIAMI, FL 33155 Changed: 02/13/2025 Registered Agent Name & Address De La Espriella, Leyla, VP 7340 SW 48 Street Suite 102 MIAMI, FL 33155 Name Changed: 02/02/2023 Address Changed: 01/26/2016 Officer/Director Detail Name & Address Title PD https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=l nitial&searchNameOrder=HARBOU... 1 /3 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C Detail by Entity Name Tobin, David 7340 SW 48 Street Suite 102 MIAMI, FL 33155 Title VP DE LA ESPRIELLA, LEYLA 7340 SW 48 Street Suite 102 MIAMI, FL 33155 Title D LESSEUR, ALEXANDER G 7340 SW 48 ST SUITE 102 MIAMI, FL 33155 Annual Reports Report Year Filed Date 2024 02/08/2024 2025 02/13/2025 2026 02/06/2026 Document Images 02/06/2026 --ANNUAL REPORT 02/13/2025 --ANNUAL REPORT 02/08/2024 --ANNUAL REPORT 02/02/2023 --ANNUAL REPORT 02/01/2022 --ANNUAL REPORT 02/04/2021 --ANNUAL REPORT 01 /18/2020 --ANNUAL REPORT 01 /24/2019 --ANNUAL REPORT 01 /16/2018 --ANNUAL REPORT 01/09/2017 --ANNUAL REPORT 05/03/2016 --Amendment 01 /26/2016 --ANNUAL REPORT 01 /09/2015 --ANNUAL REPORT 01 /13/2014 --ANNUAL REPORT 01 /15/2013 --ANNUAL REPORT 01/04/2012 --ANNUAL REPORT 01/05/2011 --ANNUAL REPORT 01 /07/2010 --ANNUAL REPORT 01 /20/2009 --ANNUAL REPORT 01 /03/2008 --ANNUAL REPORT 01 /08/2007 --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=HARBOU... 2/3 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 03/15/2006 --Amendment View image in PDF format Detail by Entity Name 01/09/2006 --ANNUAL REPORT View image in PDF format 07/07/2005 --ANNUAL REPORT View image in PDF format 01/12/2004 --ANNUAL REPORT View image in PDF format 08/04/2003 -- Domestic Profit 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=HARBOU... 3/3 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C SECTION 2 BIDSAFE/RFQ GENERAL TERMS AND CONDITIONS 1. Time is of the Essence The Contractor will promptly perform its duties under the Contract 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 the Contract Documents. All Work shall be performed strictly (not substantially) within the time limitations necessary to maintain the critical path and all deadlines established in the Contract Documents. Time is of the essence in the performance of the Work. All dates and periods of time set forth in the Contract Documents, including those for the commencement, prosecution, interim milestones, milestones, and completion of the Work, and for the delivery and installation of materials and equipment, were included because of their importance to the City. The Contractor acknowledges and recognizes that the City is entitled to full and beneficial occupancy and use of the completed Work following expiration of the Contract Time. In agreeing to bear the risk of delays for completion of the Work except for extensions approved in accordance with Article 71, "Excusable Delay, Non-Compensable," the Contractor understands that, except and only to the extent provided otherwise in the Contract Documents, the occurrence of events of delay within the Contractor's control, the Work shall not excuse the Contractor from its obligation to achieve full completion of the Work within the Contract Documents Time, and shall not entitle the Contractor to an adjustment. All parties under the control or Contract with the Contractor shall include but are not limited to material persons and laborers. The Contractor acknowledges that the City is purchasing the right to have the Contractor continuously working at the Project site(s) for the full duration of the Project to ensure the timely completion of the Work. 2. Contract Term The Contract shall commence upon issuance of the Notice of Proceed by the City Manager or City Manager's designee for Brickell and Coconut Grove Seawall Improvements (Project No. 40-B233809) Phase 1. Said NTP shall be issued subsequent to the execution of the Contract by the City. The City Manager or City Manager's designee will issue subsequent NTPs for Phases 2 and 3 upon availability of funds as certified by the City's Office of Management and Budget. The Contract shall terminate upon notice by the City that the Contract has been closed out after final completion of the final Phase or otherwise terminated by the City pursuant to the terms and conditions herein set forth. 3. Contract Price and Guaranteed Maximum Cost/Guaranteed Maximum Price The total bid amount shall be the Contract Price, also known as Guaranteed Maximum Cost ("GMC") of the Project, which means the maximum cost of the Work including labor, materials, equipment, supplies, overhead expenses, and profit. The City will not be liable for payment of any amount in excess of the GMC unless the City Commission has approved a Project contingency or has approved a prior amendment to the Contract, setting forth an additional amount due to Owner requested changes or its equivalent. If the term Guaranteed Maximum Price ("GMP") is used in this Agreement, it shall have the same definition as GMC, defined above. The Contractor represents, warrants, and guarantees to the City that the Contractor shall completely, timely, and properly perform the Work and all of its obligations under the Contract, in accordance therewith, for the Contract Price to be agreed upon by the parties. This Contract Price shall constitute a GMC/GMP to the Owner for performing the Work inclusive of labor, materials, equipment, supplies, and any allowable overhead and profit. The Owner shall, absent a prior Amendment with compelling cause approved as an Amendment to this Agreement, have no liability or obligation to pay any amount in excess of the stated Contract Price and the Contractor shall have no recourse in that respect except to seek an Amendment to the Agreement. All costs in excess of the Contract Price shall be paid solely by the Contractor without reimbursement or additional compensation from Owner. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C During the Work, the Contractor shall maintain continuing communications with Consultant and the Project Manager. The Contractor shall keep the City fully informed as to the progress of the Project at all times through ongoing communications with the Project Manager. The Contractor shall notify the Miami Police Department and Fire Department about the construction schedule(s). The Contractor is required to obtain a current list of contact persons and phone numbers from Pedro Alvarado at (305) 416-155, or via email at PAlvarado@miami.gov. Pedro Alvarado is the City of Miami's Project Manager assigned to this Project. The Contractor must notify residents living within five hundred (500) feet of the Project in writing as least one (1) week prior to commencing Work in the general area. A copy of such notices will be provided to the Project Manager. 5. Priority of Provisions All Work shall be constructed in accordance with the latest edition of the City of Miami's Contract Documents and Specifications, the City of Miami's Standards for Design and Construction, Miami -Dade County's Standards Details, and the 2016 Edition of the Florida Department of Transportation Specifications Road and Bridge Construction, as applicable. 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 the Contract Documents by reference and a term, statement, requirement, the specifications, and plans prepared by the Consultant, or provision of the Contract Documents the following order of precedence shall apply: In the event of conflicts in the Contract Documents, the priorities stated below shall govern: ■ Revisions to the Contract shall govern over the Contract. ■ The Contract Documents shall govern over the Contract; and ■ Addenda to an BidSafe/RFQ shall govern over the BidSafe/RFQ. In the event of conflicts within the Contract Documents, the priorities stated below shall govern: ■ Scope of Work and Specifications shall govern over plans and drawings. ■ Schedules, when identified as such, shall govern over all other portions of the plans. ■ Specific notes shall govern all other notes, and all other portions of the plans, unless specifically stated otherwise. ■ Larger scale drawings shall govern over smaller scale drawings. ■ Figured or numerical dimensions shall govern over dimensions obtained by scaling; and ■ Where provisions of codes, manufacturer's specifications or industry standards are in conflict, the more restrictive or higher quality shall govern. 6. Indemnification The Contractor shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its officers, agents, directors, and/or employees, and any involved City agencies and instrumentalities, from all liabilities, damages, losses, judgements, expenses, fees, and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of or breach of this Contract by the Contractor and persons employed or utilized by the Contractor in the performance of this Contract. The Contractor shall further, hold the City, its officials and employees, indemnify, save and hold harmless for, and defend (at its own cost), the City its officials and/or employees against any civil actions, statutory actions, administrative or regulatory proceedings, or similar claims, liabilities, injuries or damages (including court costs and Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C reasonable attorney's fees) arising or resulting from the permitted Work and/or failure to comply with applicable contractual duties of the Contractor or codes, laws, rules, licenses, permits, and regulations in performance of the work, unless it is alleged that the City, its officials, and/or employees were negligent. In the event that any action or proceeding is brought against the City by reason of any such action, claim or demand, the Contractor shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Contractor expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify, keep, and save harmless and defend the City or its officers, employees, agents, agencies, and instrumentalities as provided herein. The indemnification provided above shall obligate the Contractor to indemnify, hold harmless, and a duty to defend, at its own expense, to and through trial, administrative, regulatory, appellate, supplemental, mediation, arbitration, or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City, whether performed by the Contractor, or persons employed, supervised, or utilized by the Contractor. Contractor shall further require its Subcontractors to also indemnify, defend and hold the City harmless from and against all claims, suits, damages, causes of actions, judgements, costs, damages and settlements in connection with this project. 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. The Contractor shall require all subcontractor agreements to include a provision that each subcontractor will indemnify, hold harmless and defend the City in substantially the same language as this Section. The Contractor agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Contractor in which the City participated either through review or concurrence of the Contractor's actions. In reviewing, approving, or rejecting any submissions by the Contractor or other acts of the Contractor, the City, in no way, assumes, or shares any responsibility or liability of the Contractor or subcontractor under this Contract. Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Contractor. 7. Insurance Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide, pay for, and maintain in force until all of its Work to be performed under this Contract has been completed and accepted by City (or for such duration as is otherwise specified hereinafter), the insurance coverage's set forth herein. 7.1 Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $2,000,000 Products/Completed Operations $1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required The City of Miami must be listed as an additional insured Contingent and Contractual Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement Completed Operations extended for (3) years after project completion Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C 7.2 Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto, Owned, or Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $1,000,000 B. Endorsements Required City of Miami listed as an additional insured 7.3 Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee. $1,000,000 for bodily injury caused by disease, policy limit. 7.4 Umbrella Policy A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 5,000,000 Aggregate $ 5,000,000 The City of Miami is listed as an additional Insured. Coverage is excess follow form over all liability policies contained herein. 7.5 Payment and Performance Bond The City of Miami listed as an Obligee. 7.6 Builders' Risk Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Deductible: $25,000 All other Perils 5% maximum on Wind/Hail and Flood City of Miami is listed as loss payees. A. Coverage Extensions: As provided by carrier 7.7 Protection and Indemnity Each Occurrence and Policy Aggregate $1,000,000 7.8 Contractor's Professional and Pollution Liability Each Claim Policy Aggregate $1,000,000 $2,000,000 City of Miami listed as additional insured with respect to Pollution City listed as additional insured Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C The above policies shall provide the City with written notice of cancellation or material change from the insurer not less than thirty (30) calendar days prior to any such cancellation or material change. If the initial insurance expires prior to the completion of the Work, renewal copies of policies shall be furnished at least thirty (30) calendar days prior to the date of their expiration. The Contractor shall furnish to Procurement the Certificates of Insurance or endorsements evidencing the insurance coverage specified above within fifteen (15) calendar days after notification of award of the Contract. The required Certificates of Insurance shall name the types of policies provided, refer specifically to this Contract, and state that such insurance is as required by this Contract. The Contractor shall require its Subcontractors to list the City of Miami as additional insured on all third party liability policies including, but not limited to the Protection and Indemnity policy pursuant to the limits of this section on a primary and non contributory basis. The official title of the Owner is the City of Miami, Florida. This official title shall be used in all insurance documentation. The City shall be listed as an additional insured where applicable. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above to the Contractor: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 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 Contractor in accordance with Section 2, General Terms and Conditions, Article 4, "Notices." The Contractor shall comply with such requests unless the insurance coverage is not then readily available in the national market. An additive or deductive change order will be issued to adjust the Contract value, as necessary. For insurance bonding issues and decisions, the City shall act through its Risk Administrator (unless otherwise stated). 8. Performance and Payment Bond Where required by the Contract Documents or by Florida Statutes, the Contractor shall, within fourteen (14) calendar days of being notified of award, furnish a Performance/Payment Bond ("Bond") containing all the provisions of the attached Performance/Payment forms. Each Bond shall be in the amount of one hundred percent (100%) of the Contract value at award, including any dedicated and/or Owner's Contingency allowances, guaranteeing to City the completion and performance of the Work covered in the Contract Documents, as well as full payment of all suppliers, laborers, or subcontractors employed pursuant to this Project. Each Bond shall be with a surety, which is qualified pursuant to Article 9, "Qualification of Surety." Each Bond shall continue in effect for one year after Final Completion and acceptance of the Work with liability equal to one hundred percent (100%) of the Contract value at award, including any dedicated and/or Owner's Contingency allowances, or an additional bond shall be conditioned that the Contractor will, upon notification by the City, correct any defective or faulty Work or materials which appear within one year after Final Completion of the Project. The City must be listed as an Obligee. Pursuant to the requirements of Section 255.05(1), Florida Statutes, as amended from time to time, the Contractor shall ensure that the Bond(s) referenced above shall be recorded in the public records and provide the City with evidence of such recording. Each bond shall substantially conform to the requirements of Section 255.05, Florida Statutes, and will be in a form acceptable to the Risk Management Administrator. Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 Docusign Envelope ID: C9626620-539F-8E89-8099-F0D6654B3C4C SECTION 3 BIDSAFE/RFQ SUPPLEMENTAL TERMS AND CONDITIONS 1. Contract Time and Hours The Contractor shall furnish all labor, materials, equipment, tools, services, and incidentals to complete all Work at a rate of progress that will ensure completion of the Work within the applicable Contract Time. The Contract Time for each phase shall commence only upon Contractor's receipt of the written NTP for that phase. For Phase 1, Contractor shall have One hundred and twenty (120) calendar days to achieve Substantial Completion from the date Phase 1 NTP is issued. Contractor shall have an additional Forty-five (45) calendar days for Final Completion of Phase 1. The Work authorized by the applicable NTP shall commence within Ten (10) calendar days of Contractor's receipt of that NTP unless the parties mutually agree otherwise in writing. For Phases 2 and 3, Contractor shall have one hundred and Twenty (120) calendar days to achieve Substantial Completion from the date the corresponding Phase NTP is issued. Contractor shall have an additional Forty-five (45) calendar days for Final Completion of the corresponding Phase. The Work authorized by the applicable NTP shall commence within Ten (10) calendar days of Contractor's receipt of that NTP unless the parties mutually agree otherwise in writing. Issuance of the NTPs for Phases 2 and 3 are subject to the availability of funds. The City's decision to delay issuance of, or not issue, NTPs for Phases 2 and/or 3 shall not constitute a breach of this Agreement and shall not entitle Contractor to any compensation, damages, standby costs, demobilization costs, price escalation, or other relief with respect to Phases 2 and/or 3. The Contractor shall maintain strict adherence to the mandated Contract time and schedule due to the time sensitive nature of the Project's funding sources. Work shall be performed Monday through Friday from 8:00 a.m. to 6:00 p.m. per the City's Noise Ordinance, Sec 36-6. Any Work to be performed outside of these times must be requested in writing to the Project Manager forty-eight (48) hours prior to the requested change. The Project Manager will notify the Contractor in writing of any changes in approved Work hours. 2. Progress Payments Mobilization Partial Payments: When the bid includes a separate pay item for Mobilization and the Notice to Proceed has been issued, partial payments will be made in accordance with the following: For Contracts of one hundred twenty (120) calendar days duration or less, partial payment will be made at fifty percent (50%) of the bid price per month for the first two (2) months. For Contracts in excess of one hundred -twenty (120) calendar day's duration, partial payment will be made at twenty-five percent (25%) of the bid price per month for the first four (4) months. In no event shall more than fifty percent (50%) of the bid price be paid prior to commencing construction on the Project site. Total partial payments for Mobilization on any Project, including when more than one Project or job is included in the Contract, will be limited to ten percent (10%) of the original Contract amount for that Project. Any remaining amount will be paid upon completion of all Work on the Contract. Retainage will be applied to all partial payments. Partial payments made on Mobilization will in no way act to preclude or limit any of the provisions for partial payments otherwise provided for by the Contract. The Contractor may make application for payment for Work completed during the Project at intervals of not more than once a month or upon completion and Final Acceptance of the Work. The Contractor will be paid based on the line -item breakdown, contained in the Bid Form, with payments based on actual Work performed. All applications shall be submitted in triplicate, and the Contractor shall only use the City's Contractor Payment Application Form. Where the time frame for completion of the Work is less than or Brickell and Coconut Grove Seawall Improvements - D2 BidSafe/RFQ No. 25-26-003 Project No. 40-B233809 0 docusign.. Certificate Of Completion Envelope Id: C9626620-539F-8E89-8099-F0D6654B3C4C Subject: RFQ 25-26-003 -Brickell Grove Seawalls - Construction Contract Source Envelope: Document Pages: 265 Signatures: 13 Certificate Pages: 7 Initials: 1 AutoNav: Enabled Stamps: 1 Envelopeld Stamping: Enabled Time Zone: (UTC-05:00) Eastern Time (US & Canada) Status: Completed Envelope Originator: Luis Caseres 444 SW 2ND AVE, 5th Floor Miami, FL 33130 Icaseres@miamigov.com IP Address: 149.19.49.124 Record Tracking Status: Original 5/20/2026 9:45:00 AM Security Appliance Status: Connected Holder: Luis Caseres Icaseres@miamigov.com Pool: FedRamp Location: DocuSign Signer Events Signature Timestamp Luis Caseres Icaseres@miamigov.com Construction Procurement Assistant Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Fernando Ponassi fponassi@miamigov.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 6/22/2023 10:29:55 AM ID:9680a065-18d6-429a-94be-ba887abead91 Annie Perez annieperez@miamigov.com Director Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Frank Gomez fgomez@miamigov.com Interim Risk Director Signing Group: Risk Management Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 6/13/2025 12:38:19 PM ID:be90c945-d1c0-471e-8d81-17061ca0da79 Completed Using IPAddress: 149.19.49.124 Completed Using IPAddress: 149.19.49.124 ,—DocuSigned by: '-89540EB73CAC468... Signature Adoption: Pre -selected Style Using IPAddress: 149.19.33.232 ,—DocuSigned by: Fi^aln lc '-27395C6318214E7... Signature Adoption: Pre -selected Style Using IPAddress: 149.19.49.19 Sent: 5/20/2026 10:09:35 AM Viewed: 5/20/2026 10:09:47 AM Signed: 5/20/2026 10:10:05 AM Sent: 5/20/2026 10:10:14 AM Viewed: 5/20/2026 10:54:16 AM Signed: 5/20/2026 10:54:44 AM Sent: 5/20/2026 10:54:53 AM Viewed: 5/20/2026 2:15:35 PM Signed: 5/20/2026 2:15:42 PM Sent: 5/20/2026 2:15:50 PM Viewed: 5/20/2026 2:22:25 PM Signed: 5/20/2026 2:59:50 PM Signer Events Signature Timestamp Lai -Wan McGinnis Imcginnis@miamigov.com Capital Budget Administrator Signing Group: Capital Projects — Budget Review Group Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Marie Gouin mgouin@miamigov.com Director, Office of Management and Budget Signing Group: Capital Projects - Budget Approver Group Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Thomas Fossler TFossler@miamigov.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 6/22/2023 10:02:03 AM ID: c72286bf-c560-4354-92fe-f3e9e87f357f George K Wysong III gwysong@miamigov.com City Attorney Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Erica Paschal epaschal@miamigov.com Chief Financial Officer/Assistant City Manager Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/14/2023 9:54:32 AM ID:3bc88215-edc0-43d8-936a-662c9c102a5f Asael Marrero AMarrero@miamigov.com Assistant City Manager Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Completed Using IPAddress: 149.19.49.19 Signed by: 5F6E831796C5495..• Signature Adoption: Uploaded Signature Image Using IPAddress: 138.43.101.81 Signature Adoption: Pre -selected Style Using IPAddress: 138.43.101.81 c—DocuSigned by: Gt,ovv, it( "-88776E9FE882488... Signature Adoption: Pre -selected Style Using IPAddress: 149.19.49.19 DocuSigned by: 5E85D50AB3B54BC... Signature Adoption: Pre -selected Style Using IPAddress: 138.43.101.81 (—DocuSigned by: '—COF4AD9AB03B45A... Signature Adoption: Uploaded Signature Image Using IPAddress: 199.181.140.217 Signed using mobile Sent: 5/20/2026 3:00:01 PM Viewed: 5/20/2026 3:31:40 PM Signed: 5/20/2026 5:05:37 PM Sent: 5/20/2026 5:05:46 PM Viewed: 5/20/2026 11:06:12 PM Signed: 5/20/2026 11:06:23 PM Sent: 5/20/2026 11:06:32 PM Viewed: 5/27/2026 11:46:17 AM Signed: 5/27/2026 11:50:38 AM Sent: 5/27/2026 11:50:47 AM Viewed: 5/27/2026 12:04:32 PM Signed: 5/27/2026 12:05:32 PM Sent: 5/27/2026 12:05:42 PM Viewed: 5/28/2026 1:21:20 PM Signed: 5/28/2026 1:21:37 PM Sent: 5/28/2026 1:21:46 PM Viewed: 5/28/2026 1:22:53 PM Signed: 5/28/2026 1:23:10 PM Signer Events Signature Timestamp Accepted: 6/23/2023 9:31:00 AM ID:09d1ab67-9d2c-4b56-bca8-009be6aae519 Natasha Colebrook -Williams ncolebrook-williams@miamigov.com Assistant City Manager Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign James Reyes jareyes@miamigov.com City Manager City Of Miami Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign 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 p—DocuSigned by: N4444 CO3L44004-14141.14 4f.4 '-84B700975DEA41 B... Signature Adoption: Pre -selected Style Using IPAddress: 149.19.49.100 c—Signed by: s--A68C256F2C6A478... Signature Adoption: Drawn on Device Using IPAddress: 163.120.80.16 cD//oo Sig''need�d by: �"' E46D7560DCF1459... Signature Adoption: Uploaded Signature Image Using IPAddress: 138.43.101.81 Completed Using IPAddress: 149.19.33.232 Sent: 5/28/2026 1:23:20 PM Viewed: 5/28/2026 8:18:59 PM Signed: 5/28/2026 8:21:58 PM Sent: 5/28/2026 8:22:09 PM Viewed: 5/29/2026 2:23:04 PM Signed: 5/29/2026 2:23:40 PM Sent: 5/29/2026 2:23:52 PM Viewed: 5/29/2026 3:02:31 PM Signed: 5/29/2026 3:48:45 PM Sent: 5/29/2026 3:48:56 PM Viewed: 5/29/2026 4:09:41 PM Signed: 5/29/2026 4:10:09 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 Sadie Brown sbrown@miamigov.com Security Level: Email, Account Authentication (None) COPIED Sent: 5/20/2026 3:00:00 PM Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via Docusign Crystal Hoffman CAHoffman@Miamigov.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Martha Rodriguez marrodriguez@miamigov.com Sandra Gilbert sgilbert@miamigov.com Executive Assistant City Manager Signing Group: City Managers Office eNotary Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Martha Rodriguez marrodriguez@miamigov.com Sandra Gilbert sgilbert@miamigov.com Executive Assistant City Manager Signing Group: City Managers Office eNotary Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign COPIED COPIED COPIED Sent: 5/20/2026 5:05:45 PM Sent: 5/28/2026 8:22:07 PM Sent: 5/29/2026 2:23:50 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Envelope Updated Certified Delivered Signing Complete Completed Hashed/Encrypted Security Checked Security Checked Security Checked Security Checked 5/20/2026 10:09:35 AM 5/22/2026 12:19:02 PM 5/29/2026 4:09:41 PM 5/29/2026 4:10:09 PM 5/29/2026 4:10:09 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: Fernando Ponassi, Frank Gomez, Thomas Fossler, Erica Paschal, 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. 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Olivera, Rosemary From: Sent: To: Cc: Subject: Attachments: Caseres, Luis Friday, May 29, 2026 4:28 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 25-26-003 - Brickell and Coconut Grove Sewall Improvements RFQ_25-26-003_-Brickell_Grove_Seawalls - Executed 05-29-26.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 26-996 Todd: Please find attached the fully executed copy of agreement that is to be considered an original agreement for your records. Document Type: First Party: Second Party: Program/Purpose: Effective Date: Best regards, Construction Contract City of Miami Harbour Construction, Inc. Brickell and Coconut Grove Sewall Improvement 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. 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