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HomeMy WebLinkAbout26281AGREEMENT INFORMATION AGREEMENT NUMBER 26281 NAME/TYPE OF AGREEMENT EAC CONSULTING, INC. DESCRIPTION AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT/MISCELLANEOUS ENGINEERING SERVICES/FILE ID: 16008/R-24-0228/MATTER ID: 26-1653 EFFECTIVE DATE September 8, 2026 ATTESTED BY TODD B. HANNON ATTESTED DATE 9/8/2026 DATE RECEIVED FROM ISSUING DEPT. 9/9/2026 NOTE DOCUSIGN AGREEMENT BY EMAIL Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 ORt CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Luis Caseres/Cris Lima NAME OF OTHER CONTRACTUAL PARTY/ENTITY: EAC Consulting, Inc. EXT. 1923 IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $ 1,000,000.00 FUNDING INVOLVED? TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) Amendment No 2 ■ YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY): RFQ 20-21-011 - Miscellaneous Engineering Services for Citywide Capital Improvements NO NO COMMISSION APPROVAL DATE: 06/18/2024 FILE ID: 16008 ENACTMENT NO.: R-24-0228 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 July 21, 2026 115 Annie Perez, CPPO 28:44 EDT SIGNATURE: David Ruiz 44:11 EDTSigned SIGNATURE: ,—DocuSigned t �:. `-89540EB73CA by: FratA1 C RISK MANAGEMENT July 21, 2026 15 Y BUDGET OFFICE Funding is available as needed upon PO issuance. OK to August 14, 2026 Marie Gouin 17:29:47 EDT SIGNATURE: "-27395C631821 Signed by: proceed LEM 8/14/26 CITY ATTORNEY /s/ NRA Matter ID No. 26-1653 September 1, 2026 George K. Wysong III gyg 114:27:17 EDT SIGNATURE: S Signed by: (—Signed atar'Ot, ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER September 1, 202E Erica T. Paschal Darling, CPA 115:18:05 EDT SIGNATURE: \ --88776 E9FE88 ,—DocuSigned b e . Pao `=5E851Ds-0-A53B- ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS N/A Barbara Hernandez, MPA N/A SIGNATURE: ASSISTANT CITY MANAGER, CHIEF OF INFRASTRUCTURE September 2, 2026 Asael Marrero 1 08:01:31 EDT SIGNATURE: DocuSigned by —.1 DEPUTY CITY MANAGER September 2, 2026 Natasha Colebrook -Williams 08:13:54 EDT SIGNATURE: ,—DocuSigned b N4. CITY MANAGER September 4, 2026 James Reyes I 15:41:26 EDT -8.4s-1'0 9,5 "—Signed by: SIGNATURE: V ' y CITY CLERK September 8, 2026 Todd Hannon 114:52:34 EDT SIGNATURE: EV68C2b6F2C. DocuSigned b c,_, E46D7560DCFE 468... 4E7... 495... 00bisa1Al 48B... 4BC.. 45A.. 1 B... 478... 59... PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER PR 26069 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 AMENDMENT OVERVIEW AGREEMENT TITLE: RFQ 20-21-011 Miscellaneous Engineering Services for Citywide Capital Improvements — EAC Consulting, Inc. 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer — Authority level of $ ❑ City Manager — Authority level of $ 0 City Commission — RESOLUTION No. 24-0228 2. PROCUREMENT METHOD: 0 RFP/RFQ ❑ IFB ❑ ITB ❑ SOLE SOURCE ❑ PIGGY -BACK ❑ COOPERATIVE ❑ PROFESSIONAL SERVICES UNDER $25,000 3. TYPE OF AGREEMENT: ® PROFESSIONAL SERVICES AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ SOFTWARE AS A SERVICE AGREEMENT ❑ LEASE AGREEMENT ❑ OPERATOR AGREEMENT ❑ CONCESSION AGREEMENT ❑ OTHER (Please explain): 4. IF THIS IS AN AMENDMENT, WHAT IS THE NUMBER OF THE AMENDMENT AND WHAT DOES THIS AMENDMENT DO (INCREASE CAPACITY, CHANGE IN TERMS, ETC) BE SPECIFIC AND INCLUDE THE PAGE NUMBER(S) THAT SPECIFIES WHAT IS BEING AMENDED ON THE CONTRACT. Amendment No. 2 to to include language containing contract provisions for Miami Brickell and Coconut Grove Seawalls - Agreement No. 22FRP61 and Miami Seawalls at Morningside/ Shorecrest Neighborhoods - Agreement No. 22FRP58. 5. WAS THE AMENDMENT APPROVED BY THE CITY COMMISSION? ❑ YES 0 NO IF YES, WHAT IS THE RESOLUTION NUMBER? 6. WHAT IS THE SCOPE OF SERVICES? The Consultant shall provide full design services including, but not limited to, complete planning and design services; evaluation of proposed alternatives; public meetings; detailed assessments and recommendations; cost estimates; opinions of probable construction cost; review of work prepared by subconsultants and other Consultants; field investigations and observations; post design services; construction documents, construction administration services, as well as any and all required reports for the Project at the request of the Agency. 7. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? Department of Resilience and Public Works and Office of Capital Improvements. 8. IS THE AWARDEE INCUMBENT? N/A Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 9. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? N/A 10. WHEN DOES THE CURRENT CONTRACT EXPIRE? December 13, 2026 11. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? $439,470.79 12.WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? Florida Statutes Sec. 287.055, Consultants' Competitive Negotiation Act (CCNA) Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT WITH EAC CONSULTING, INC. FOR MISCELLANEOUS ENGINEERING SERVICES CONTRACT RFQ NO. 20-21-011 This Amendment No. 2 to the Professional Services Agreement dated June 16, 2022 (the "Agreement") between the City of Miami, a municipal corporation of the State of Florida ("City"), and EAC Consulting, Inc. ("Consultant"), a Florida Profit Corporation, for the provision of miscellaneous engineering services ("Services") for the Office of Capital Improvements ("OCI") is entered into this 8th day of sept , 2026. RECITALS WHEREAS, pursuant to the City of Miami ("City") Procurement Code Section 18-87 and Request for Qualifications ("RFQ") No. 20-21-011, the City Manager executed an Agreement with Consultant, selected in accordance with Section 287.055 of the Florida Statutes, known as the Consultants' Competitive Negotiation Act ("CCNA") for an amount of $500,000.00; and WHEREAS, on August 15, 2024, Amendment No. 1 increased the capacity to $1,000,000.00; and WHEREAS, the services provided under this Agreement are Federally assisted and comply with Federal Law, Regulations, and Executive Orders; and WHEREAS, the Agreement shall be amended to include language containing contract provisions for Miami Brickell and Coconut Grove Seawalls - Agreement No. 22FRP61 and Miami Seawalls at Morningside/Shorecrest Neighborhoods - Agreement No. 22FRP58; and WHEREAS, Amendment No. 2 to Agreement No. 22FRP61 and Agreement No. 22FRP58, both between the Florida Department of Environmental Protection and the City of Miami, shall be added to this Agreement; and WHEREAS, the City Commission has adopted Resolution No. 24-0228, which authorizes the City Manager to execute any amendments to the Contract. NOW THEREFORE, in consideration of the foregoing, the parties hereby amend the Agreement as follows: Amendment No. 2 to Agreement No. 22FRP61, and Amendment No. 2 to Agreement No. 22FRP58 between Florida Department of Environmental Protection and City Of Miami: The foregoing recitals are true and correct and are hereby incorporated into and made a part of this Agreement. Counterparts; Electronic Signatures This Amendment may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Amendment shall have the same force and effect as an original. Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 Amendment No. 2 to the Professional Services Agreement with EAC Consulting, Inc. for Miscellaneous Engineering Services. The parties shall be entitled to sign and transmit an electronic signature on this Amendment (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Amendment upon request. ALL OTHER TERMS AND CONDITIONS OF THE CONTRACT ARE IN OPERATIVE FORCE AND EFFECT AND REMAIN UNCHANGED. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 Amendment No. 2 to the Professional Services Agreement with EAC Consulting, Inc. for Miscellaneous Engineering Services. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. ATTEST: By: Signed by: 5LApkitA, 84474C2B0A964C8.. Print Name: Jazmin Cruz Title: Contract Administ (Corporate Seal) ATTEST: DocuSigned by: By. Cocoa--S6eflsF Todd B. Hannon, City Cle APPROVED AS TO INSURANCE REQUIREMENTS Signed by: FV'alnk Gamt,/7 E21.4€7... David Ruiz, Interim Director Risk Management Department EAC Consulting, Inc., a Florida Profit Corporation By: Print Name: Signed �by: v plum- FDC5DBD1D7CA4CC... Andrew Pierce PE Title: Vice President (Authorized Corporate Officer) CITY OF MIAMI, a Florida municipal corporation Signed by: CC Cii By. AFiRC756F2CfA47R James Reyes, City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS By: "—Signed by: Gt,avroc, 00(isat4111 —E 7 IMFI=g 488... George K. Wysong III City Attorney Matter ID 26-1653 r Initial Afa Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 Amendment No. 2 to the Professional Services Agreement with EAC Consulting, Inc. for Miscellaneous Engineering Services. CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) I HEREBY CERTIFY that at a meeting of the Board of Directors of EAC Consulting, Inc. , a corporation organized and existing under the laws of the State of Florida , held on the 16 day of July , 2026 a resolution was duly passed and adopted authorizing (Name) Andrew C. Pierce, PE, PMP as (Title) Vice President of the corporation to execute agreements on behalf of the corporation and providing that their execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. I further certify that said resolution remains in full force and effect. 2026 . IN WITNESS WHEREOF, I have hereunto set my hand this 16 day of July r—DocuSigned by: Secretary: '-6A7D7FF7D09044D... Print: Marie Chong, CFO & Sr. Vice President CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) I HEREBY CERTIFY that at a meeting of the Board of Directors of , a partnership organized and existing under the laws of the State of , held on the _ day of , 20_ a resolution was duly passed and adopted authorizing (Name) as (Title) of the partnership to execute agreements on behalf of the partnership and provides that their execution thereof, attested by a partner, shall be the official act and deed of the partnership. I further certify that said partnership agreement remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this , day of 20 Partner: Print: Names and addresses of partners: Name Street Address City State Zip Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 Amendment No. 2 to the Professional Services Agreement with EAC Consulting, Inc. for Miscellaneous Engineering Services. CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this Agreement is authorized to sign documents on behalf of the joint venture. If there is no joint venture agreement, each member of the joint venture must sign this Agreement and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) , individually and doing business as (d/b/a) (If Applicable) have executed and am bound by the terms of the Agreement to which this attestation is attached. IN WITNESS WHEREOF, I have hereunto set my hand this day of 20 Signed: Print: NOTARIZATION STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this 16 day of July , 2026, by Marie Chong , who is personally known to me or who has produced as identification and who (did / did not) take an oath. Signed by: S\rGNATIBAtcOF NOTARY PUBLIC STATE OF FLORIDA Jazmin Cruz PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC DS JAZMIN CRUZ C'^i Notary Public • State of Florida Commission a HH 454041 i� My Comm. Espies Ott t5.2027 Bonded through National Notary Assn. Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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/// By: 2111-- Authorized Representative or Designee Secretary or Designee Arthur Noriega, City Manager Print Name and Title Alex Reed, Director of the Office of Resilience and Coastal Protection 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 4-A Revised Public Records Requirements (1 page) Attachment 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 A-1 Revised Progress Report Form (1 page) Exhibit H-2 Second Revised Contractual Services Certification (1 page) DEP Agreement No. 22FRP61, Amendment No. 2, Page 3 of 3 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 Signed by: ATTEST: L DocuSigned by: E46D7560DCF1459... Todd B. Hannon, 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 1L. wysong III Date: Ann-ivlarie anarpe, Director Date: City Attorney Risk Management Signed by: c 24-774 and 775 61564/04, ifiWu.aIA, 88B6F9F15BEF4CD... DEP Agreement No. 22FRP61, Amendment No. 2 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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. 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. 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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 ❑ 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 ❑ 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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 $63.26 11% DEP Agreement No.: 22FRP61 Page 3 of 3 Rev. 9.9.24 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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@a,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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PART II: STATE FUNDED This part is applicable if the recipient is a nonstate entity as defined by Section 215.97(2), Florida Statutes. 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 web site 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 sped 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: FDEPSingleAuditgdep. 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 web site (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(a,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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 Note: If the resources awarded to the recipient for 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 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.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. 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 AMENDMENT NO. 2 TO AGREEMENT NO. 22FRP58 BETWEEN FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION AND CITY OF MIAMI This Amendment to Agreement No. 22FRP58 (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 Seawalls at Morningside/Shorecrest (MS) Neighborhoods (Project), effective August 3, 2023, and amended on May 23, 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 the Match Requirements in 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. 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. 22FRP58, Amendment No. 2, Page 1 of 3 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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, Contractual Services Certification, is hereby deleted in its entirety and replaced with Exhibit H-2, 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, 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. 22FRP58, Amendment No. 2, Page 2 of 3 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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/// By: Authorized Representative or Designee Secretary or Designee Arthur Noriega, City Manager Print Name and Title Date: Alex Reed, Director of the Office of Resilience and Coastal Protection Print Name and Title 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 (4 pages) Attachment 4-A Revised Public Records Requirements (1 page) Attachment 5-A Revised Special Audit Requirements (6 pages) Attachment 6-B Second Revised Program Specific Requirements (3 pages) Revised Contract Provisions for Coronavirus State and Local Attachment 8-A Fiscal Recovery Funds (SLFRF) Agreements (6 pages) Exhibit A-1 Revised Progress Report Form (1 page) Exhibit H-2 Second Revised Contractual Services Certification (1 page) DEP Agreement No. 22FRP58, Amendment No. 2, Page 3 of 3 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 Si gned dby: rT OpR TFCT DocuSigned by: y nhor 17, 2024 1 10:38: E46D7560DCF1459... i oaa 13. Hannon, Urty Clerk Date: APPROVED AS TO FORM AND CORRECTNESS: DocuSigned by Gt,br't, wysO NI 15, 2024 '-88776E9FE882488.. ueorge 1L. wysong III Date: City Attorney Signed by. 24-774 and 775 88B6F9F15BEF4CD... CITY OF MIAMI, a municipal corporation of the State of Florida - DocuSignetl by: 11 E Cy #1461rwicoctober 16, 2024 '-850CF6C372DD42A Arthur Nonega v, City Manager Date: 18:27:37 APPROVED AS TO INSURANCE REQUIREMENTS: DocuSignetl by: 16:37:45 EDT EDT ctober 7, 2024 1 12:50:25 EDT �V'aln,�c Gaw�t� 27395C6318214E7 Ann -mane narpe, Director Date: Risk Management DEP Agreement No. 22FRP58, Amendment No. 2 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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. 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. 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION Second Revised Special Terms and Conditions AGREEMENT NO. 22FRP58 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 Seawalls at Morningside/Shorecrest (MS) Neighborhoods. 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, 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 STATE OF FLORIDA DEPARTMENT OF ENVIRONMENTAL PROTECTION SECOND REVISED GRANT WORK PLAN AGREEMENT NO. 22FRP58 ATTACHMENT 3-B PROJECT TITLE: Miami Seawalls at Morningside/Shorecrest (MS) Neighborhoods 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 Seawall at Morningside/Shorecrest (MS) Neighborhoods (Project) which includes the design, permitting, and construction of six seawalls in the Morningside/Shorecrest neighborhoods which is part of a larger Citywide Seawall initiative to armor Miami's shoreline. Work includes raising, rehabilitating, or replacing seawalls, and associated work which may include lining/bursting/reconstruction of outfall pipes; installing tidal valves, manatee grates, rip -rap, guardrails/signs and 10' bay walk; restoring right-of-way and natural shoreline. TASKS AND DELIVERABLES: Task 1: Miami Seawalls at Mornin2side/Shorecrest (MS) Neighborhoods The Grantee will complete the following under this Project: Design and Permitting The Grantee will acquire professional services for the engineering and design of seawalls in the Morningside/Shorecrest neighborhoods, including clearing and preparing the shoreline; raising, rehabilitating, or replacing existing seawalls; 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, 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 seawalls in the Morningside/Shorecrest neighborhoods, including clearing and preparing the shoreline, and raising, rehabilitating, or replacing existing seawalls 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, and 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. Deliverables: The Grantee will submit: DEP Agreement No.: 22FRP58 9/9/24 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 • 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. • 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 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.: 22FRP58 9/9/24 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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 Seawalls at Morningside/Shorecrest (MS) Neighborhoods $1,510,896.42 Upon Execution 6/30/2026 Total: $1,510,896.42 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 $63.26 11% DEP Agreement No.: 22FRP58 9/9/24 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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@a,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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PART II: STATE FUNDED This part is applicable if the recipient is a nonstate entity as defined by Section 215.97(2), Florida Statutes. 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 web site 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 sped 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: FDEPSingleAuditgdep. 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 web site (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(a,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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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 $1,510,896.42 152-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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 Note: If the resources awarded to the recipient for 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 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 $1,510,896.42 1 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. 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 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: 22FRP58 Project Title: Miami Seawalls at Morningside/Shorecrest (MS) Neighborhoods 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 R-24-0228 * - Miami, FL Information Department: Office of Capital Improvements Category: Other Attachments Agenda Summary and Legislation 16008 Back -Up Documents Financial Impact Miami FL Resolution R-24-0228 Sponsors: Total Fiscal Impact: RFQ 19-20-012: $7,000,000.00 in the aggregate through July 2025 and any subsequent extensions, as needed. RFQ 19-20-020: $6,000,000.00 in the aggregate through July 2025 and any subsequent extensions, as needed. RFQ 20-21-011: $20,000,000.00 in the aggregate through August 2026 and any subsequent extensions, as needed. CIP Project No: Various Body/Legislation VVHEREAS, the City of Miami ("City") Procurement Department ("Procurement"), on behalf of the City's Office of Capital Improvements ("OCI"), issued Request for Qualifications ("RFQ") No. 19-20-012 for the provision of Miscellaneous Environmental Engineering Services on November 1, 2019, RFQ No. 19-20-020 for the provision of Miscellaneous Marine and Coastal Engineering Services on August 7, 2020, and RFQ No. 20- 21-011 for the provision of Miscellaneous Engineering Services on May 7, 2021, all under full and open competition, for an initial term of two (2) years, with an option to renew for two (2) additional one (1) year periods; and VVHEREAS, thereafter the December 14, 2020 Evaluation Committee Meeting for evaluation of the proposals received for RFQ No. 19-20-012, that were deemed responsive and responsible per the minimum submission requirements of the same, resultant Professional Service Agreements ("Agreements") were executed with the following seven (7) firms: AECOM Technical Services, Inc., Cherokee Enterprises, Inc., Gannett Fleming, Inc., GHD Services Inc., Langan Engineering and Environmental Services, LLC, RES Florida Consulting, LLC d/b/a E Sciences, and Stearns, Conrad and Schmidt, Consulting Engineers, Inc. d/b/a SCS Engineers; and VVHEREAS, after the February 12, 2021, Evaluation Committee Meeting for evaluation of the proposals received for RFQ No. 19-20-020 that were deemed responsive and responsible per the minimum submission requirements of the same, the resultant Agreements were executed with the following six (6) firms: Coastal Systems International, Inc., Cummins Cederberg, Inc., GHD Services Inc., HDR Engineering, Inc., Moffatt & Nichol, Inc., and Tetra Tech, Inc.; and VVHEREAS, after the October 22, 2021, Evaluation Committee Meeting for evaluation of the proposals received for RFQ No. 20-21-011 that were deemed responsive and responsible per the minimum submission requirements of the same, the resultant Agreements were executed with the following twenty (20) firms: A.D.A. Engineering, Inc., BCC Engineering, LLC, Calvin, Giordano &Associates, Inc., CES Consultants, Inc., CHA Consulting, Inc., Chen Moore and Associates, Inc., EAC Consulting, Inc., EXP U.S. Services, Inc., Gannett https://miamifl.igm2.com/Citizens/Detail_LegiFile.aspx?ID=16008&highlightTerms=R-24-0228&Print=Yes 1/3 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99ivi R-24-0228' -Miami, FL Fleming, Inc., HBC Engineering Company, HDR Engineering, Inc., Jacobs Engineering Group Inc., Keith and Associates, Inc., Marlin Engineering, Inc., Metric Engineering Inc., Nova Consulting, Inc., R.J. Behar & Company, Inc., Stantec Consulting Services Inc., VVGI, Inc., and VVSP USA Inc.; and VVHEREAS, the City Manager executed Agreements for the provision of Miscellaneous Environmental Engineering Services, Miscellaneous Marine and Coastal Engineering Services, and Miscellaneous Engineering Services in an amount of Five Hundred Thousand Dollars ($500,000.00) with each of the firms referenced herein, all registered to conduct business in Florida (collectively the "Consultants"); and VVHEREAS, the current compensation limit is insufficient to address the costs associated with the outstanding and foreseeable future services needed by the City; and VVHEREAS, it is in the best interest of the City to increase the existing capacities of the Agreements to accommodate outstanding and foreseeable future assignments; and VVHEREAS, the proposed increase to the capacity of the Agreements by an amount of Five Hundred Thousand Dollars ($500,000.00) per Agreement, would increase the current capacity from Five Hundred Thousand Dollars ($500,000.00) to an amount of One Million Dollars ($1,000,000.00) per Agreement; and VVHEREAS, pursuant to Section 18-87 of the Code of the City of Miami, Florida, as amended ("City Code"), any increase in the total compensation limit above Five Hundred Thousand Dollars ($500,000.00) requires City Commission approval; and VVHEREAS, funds are to be allocated from the appropriate departmental budgets, subject to the availability of funds and budgetary approval at the time of need; 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. The increase in contract capacity by an amount of Five Hundred Thousand Dollars ($500,000.00), thereby increasing current contract capacity from an amount of Five Hundred Thousand Dollars ($500,000.00) to an amount of One Million Dollars ($1,000,000.00) for the provision of additional work concerning the respective Agreements executed with each of the corresponding Consultants pursuant to RFQ Nos. 19-20-012, 19-20-020, and 20-21-011, is hereby authorized.1 Section 3. Funds shall be allocated from the appropriate departmental budgets, subject to the availability of funds and budgetary approval at the time of need. Section 4. The City Manager is authorized '.. ' to negotiate and execute any and all documents, including any contract capacity increases, amendments, renewals, and extensions and/or replacement contracts, subject to all allocations, appropriations, prior budgetary approvals, in compliance with all applicable provisions of the City Code, including the City's Procurement Ordinance, Anti -Deficiency Act, and Financial Integrity Principles, all as set forth in Chapter 18 of the City Code, in forms acceptable to the City Attorney, and in compliance with all applicable laws, rules, and regulations, as may be deemed necessary for said purpose. Section 5. This Resolution shall become effective immediately upon its adoption. The authorization herein is further subject to compliance with legal regulations that may be imposed including, but not limited to, those prescribed by the applicable City Charter and City Code provisions. Meeting History Jun 18, 2024 9:00 AM City Commission RESULT: ADOPTED [UNANIMOUS] MOVER: Joe Carollo, Vice Chair, District Three Special Meeting https://miamifl.igm2.com/Citizens/Detail_LegiFile.aspx?ID=16008&highlightTerms=R-24-0228&Print=Yes 2/3 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 R-24-0228 * - Miami, FL SECONDER: Miguel Angel Gabela, Commissioner, District One AYES: Christine King, Joe Carollo, Miguel Angel Gabela, Damian Pardo ABSENT: Manolo Reyes Powered by Granicus https://miamifl.igm2.com/Citizens/Detail_LegiFile.aspx?ID=16008&highlightTerms=R-24-0228&Print=Yes 3/3 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 cCitu ri- f 4xm CONTRACT AWARD CONTRACT NO.: DESCRIPTION: TERM OF CONTRACT: CONTRACT PERIOD: RENEWAL PERIOD NO. 1: RENEWAL PERIOD NO. 2: 1ST 180 DAY EXTENSION: PROCUREMENT DEPARTMENT 1ST 180 DAY CONTRACT EXTENSION RFQ 20-21-011 MISCELLANEOUS ENGINEERING SERVICES TWO (2) YEAR WITH OPTION TO RENEW FOR TWO (2) ADDITIONAL ONE-YEAR PERIODS JUNE 15, 2022 THROUGH JUNE 15, 2024 JUNE 15, 2024 THROUGH JUNE 15, 2025 JUNE 15, 2025 THROUGH JUNE 15, 2026 JUNE 16, 2026 THROUGH DEC 13, 2026 SECTION #1 — VENDOR AWARD EAC Consulting, Inc. Michael Adeife, PE, ENV SP, Sr. Vice President 5959 Blue Lagoon Drive, Ste. 410 Miami, FL 33126 Phone: 305-265-5400 Email: MAdeife@eacconsult.com SECTION #2 — AWARD/BACKGROUND INFORMATION/APPLICABLE ORDINANCES/NOTES C.C. AWARD DATE: RESOLUTION NO: ANNUAL CONTRACT AMOUNT: N/A N/A N/A 1s� 180 DAY EXTENSION: JUNE 16, 2026 THROUGH DEC 13, 2026 AMENDED AMOUNT: INSURANCE REQUIREMENTS: YES PERFORMANCE BOND: APPLICABLE ORDINANCES: N/A N/A N/A SECTION #3 — REQUESTING DEPARTMENT CITY OF MIAMI, DEPARTMENT OF CAPITAL IMPROVEMENTS Contract Administrator: Hector Badia Phone: (305) 416-1236 SECTION #4 — PROCURING AGENCY CITY OF MIAMI, DEPARTMENT OF PROCUREMENT Buyer: Anthony Hansen Phone: (305) 416-1895 Prepared By: Luis Caseres, 05/04/2026 A CONTRACT AWARD SHEET INSTRUCTIONAL GUIDE TO ASSIST YOU WITH THE INFORMATION CONTAINED HEREIN IS AVAILABLE IN THE ISUPPLIER INFORMATION SECTION OF OUR WEBPAGE AT: www.miamigov.com/procurement INITIAL'"— Digitally signed by Fernando V. Ponassi _Date: 2026.05.05 11:07:50 -04'00' Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT WITH EAC CONSULTING, INC. FOR MISCELLANEOUS ENGINEERING SERVICES CONTRACT RFQ NO. 20-21-011 This Amendment No. 1 to the Professional Services Agreement dated June 16, 2022 (the "Agreement") between the City of Miami, a municipal corporation of the State of Florida ("City"), and EAC Consulting, Inc. ("Consultant"), a Florida Profit Corporation, for the provision of miscellaneous engineering services ("Services") for the Office of Capital Improvements ("OCI") is entered into this 15th day of August , 2024. RECITALS WHEREAS, pursuant to the City of Miami ("City") Procurement Code Section 18-87 and Request for Qualifications ("RFQ") No. 20-21-011, the City Manager executed an Agreement with Consultant for an amount of $500,000.00; and WHEREAS, the current Compensation Limit is insufficient to address the costs associated with the City's outstanding and foreseeable future services; and WHEREAS, it is in the best interest of the City to increase the existing capacity of the Agreement to accommodate outstanding and foreseeable future assignments; and WHEREAS, this Amendment No. 1 to the Agreement increases the capacity of the Agreement by $500,000.00, thereby increasing the award value from $500,000.00 to an amount of $1,000,000.00; and WHEREAS, the City Commission has adopted Resolution No. R-24-0228, to approve the corresponding increase in the Compensation Limits. NOW THEREFORE, in consideration of the foregoing, the parties hereby amend the Agreement as follows: Section 2.05-1 Compensation Limits: The amount of compensation payable by the City to the Consultant shall generally be a lump sum not to exceed fee, based on the rates and schedules established in Attachment B, "Compensation and Payments," attached hereto; provided, however, that in no event shall the amount of compensation exceed One Million Dollars ($1,000,000.00) in total over the term of the Agreement including any extension(s), unless explicitly approved by action of the City Commission or City Manager, as applicable, and put into effect by written amendment to this Agreement. The City may, in its sole and absolute discretion, use other compensation methodologies. The City shall not have any liability, nor will the Consultant have any recourse against the City for any compensation, payment, reimbursable expenditure, cost, or charge beyond the compensation limits of this Agreement, as it may be amended from time to time. This Agreement, as amended and/or renewed, is subject to the compensation limits set forth in 287.055, Florida Statutes, Consultant's Competitive Negotiation Act for Continuing Contracts, and other limitations on compensation, as applicable. Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 Amendment No. 1 to the Professional Services Agreement with EAC Consulting, Inc. for Miscellaneous Engineering Services. Section 10.20 Counterparts; Electronic Signatures This Agreement may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. All other terms and conditions of the Agreement are in operative force and effect and remain unchanged. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 Amendment No. 1 to the Professional Services Agreement with EAC Consulting, Inc. for Miscellaneous Engineering Services. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST: Signature Janine Ortega, Office Manager Print Name, Title ATTEST: Consultant Secretary (Affirm Consultant Seal, if available) ATTEST: ,-DocuSigned by: E46D7560DCF1459. Todd B. Hannon, City Clerk APPROVED AS TO INSURA REQUIREMENTS: DocuSigned by: L27395C6318214E7... Ann Marie Sharpe, Director Signed b Risk Management Department EAC Consulting, Inc. a Florida Profit Corporation H%4 pIL4e Signature Michael Adeife, PE, Sr. Vice President Print Name, Title CITY OF MIAMI, a municipal corporation of the State of Florida r DocuSigned by: avitur Navi4a, 850CF6C372DD42A... Arthur Noriega V, City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: DocuSigned by: 88776E9FE88248B... George K. Wysong III, City Attorney ,-DS (Matter 24-1027) Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 Amendment No. 1 to the Professional Services Agreement with EAC Consulting, Inc. for Miscellaneous Engineering Services. CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) I HEREBY CERTIFY that at a meeting of the Board of Directors of EAC Consulting, Inc. , a corporation organized and existing under the laws of the State of Florida , held on the 22ndday of August , 2023 a resolution was duly passed and adopted authorizing (Name) Michael Adeife, PE as (Title) Sr. Vice President of the corporation to execute agreements on behalf of the corporation and providing that their execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. I further certify that said resolution remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this 2nd day of May 2024 Secretary: Print: Marie Chong, CFO & Sr. Vice President CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) I HEREBY CERTIFY that at a meeting of the Board of Directors of , a partnership organized and existing under the laws of the State of , held on the _ day of , 20_ a resolution was duly passed and adopted authorizing (Name) as (Title) of the partnership to execute agreements on behalf of the partnership and provides that their execution thereof, attested by a partner, shall be the official act and deed of the partnership. I further certify that said partnership agreement remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this day of 20 Partner: Print: Names and addresses of partners: Name Street Address City State Zip Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 DocuSign Envelope ID: 0612C7DE-F48B-45F3-A06E-75C51 E66E220 Amendment No. 1 to the Professional Services Agreement with EAC Consulting, Inc. for Miscellaneous Engineering Services. CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this Agreement is authorized to sign documents on behalf of the joint venture. If there is no joint venture agreement, each member of the joint venture must sign this Agreement and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) , individually and doing business as (d/b/a) (If Applicable) have executed and am bound by the terms of the Agreement to which this attestation is attached. IN WITNESS WHEREOF, I have hereunto set my hand this day of 20 Signed: Print: NOTARIZATION STATE OF FLORIDA SS: COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged MAY , 20 24, by Marie Chong to me or who has produced did not) take, an oath. before me this 2nd day of , who is personally known as identification and who (did / SIGNA1JRE OF NOTARY PUBLIC STATE OF FLORIDA Janine Ortega PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC ,. ae..i. JANINE E. ORTEGA 2%�t, Notary Public - state of Florida a:A Commission g HH 035905 `''*oF tip; My Comm. E.e:ires Aug 29, 2024 Bonded throcgh National Not_ry Assn. Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 CITY OF MIAMI DEPARTMENT OF PROCUREMENT PROFESSIONAL SERVICES AGREEMENT Service Category Miscellaneous Engineering Services Contract Type Continuing Contract Consultant EAC Consulting, Inc. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 5 ARTICLE 2 GENERAL CONDITIONS 7 2.01 TERM 7 2.02 OPTIONS TO RENEW 7 2.03 SCOPE OF SERVICES 7 294 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS 7 2.05 COMPENSATION 7 ARTICLE 3 PERFORMANCE 8 3.01 PERFORMANCE AND DELEGATION 8 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 8 3.03 CONSULTANT KEY STAFF 8 3.04 TIME FOR PERFORMANCE 8 3.05 STANDARD OF CARE 8 ARTICLE 4 SUBCONSULTANTS 9 4.01 GENERAL 9 4.02 SUBCONSULTANT RELATIONSHIPS 9 4.03 CHANGES TO SUBCONSULTANTS 9 ARTICLE 5 DEFAULT 9 5.01 GENERAL 9 5.02 CONDITIONS OF DEFAULT 9 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE 10 ARTICLE 6 TERMINATION OF AGREEMENT 10 6.01 CITY'S RIGHT TO TERMINATE 10 6.02 CONSULTANT'S RIGHT TO TERMINATE 10 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 10 ARTICLE 7 DOCUMENTS AND RECORDS 10 7.01 OWNERSHIP OF DOCUMENTS 10 7.02 DELIVERY UPON REQUEST OR CANCELLATION 11 7.03 RE -USE BY CITY 11 7.04 NONDISCLOSURE 11 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS 11 7.06 E-VERIFY 12 ARTICLE 8 INDEMNIFICATION 12 ARTICLE 9 INSURANCE 13 9.01 COMPANIES PROVIDING COVERAGE 13 9.02 VERIFICATION OF INSURANCE COVERAGE 13 9.03 FORMS OF COVERAGE 13 9.04 MODIFICATIONS TO COVERAGE 13 ARTICLE 10 MISCELLANEOUS 14 10.01 AUDIT RIGHTS; INSPECTION 14 10.02 ENTIRE AGREEMENT 14 10.03 SUCCESSORS AND ASSIGNS 14 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 14 10.05 APPLICABLE LAW AND VENUE OF LITIGATION 14 10.06 NOTICES 14 10.07 INTERPRETATION 15 10.08 JOINT PREPARATION 15 10.09 PRIORITY OF PROVISIONS 16 10.10 MEDIATION - WAIVER OF JURY TRIAL 16 10.11 TIME 16 10.12 COMPLIANCE WITH LAWS 16 10.13 NO PARTNERSHIP 16 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT 10.14 DISCRETION OF DIRECTOR 16 10.15 RESOLUTION OF CONTRACT DISPUTES 17 10.16 INDEPENDENT CONTRACTOR 17 10.17 CONTINGENCY CLAUSE 17 10.18 THIRD PARTY BENEFICIARY 17 10.19 ADDITIONAL TERMS AND CONDITIONS 17 10.20 SEVERABILITY 17 10.21 COUNTERPARTS; ELECTRONIC SIGNATURES 18 ARTICLE 11 PROJECTS FUNDED BY FEDERAL OR STATE FUNDS 18 11.01 EQUITABLE ADJUSTMENT 18 11.02 NON -APPROPRIATION OF FUNDS 18 11.03 SUBCONTRACTORS OF WORK SHALL BE IDENTIFIED 18 11.04 DAVIS-BACON ACT 18 11.05 COMPLIANCE WITH THE COPELAND "ANTI -KICKBACK" ACT 18 11.06 COMPLIANCE WITH THE CONTRACT WORK HOURS & SAFETY STANDARDS ACT 19 11.07 PARTS AT PASS -THROUGH COST (FOR REPAIRS OUTSIDE THE SCOPE OF WORK) 19 11.08 NOTIFICATION TO PERFORM WORK 19 11.09 BACKGROUND CHECKS 19 11.10 EQUAL EMPLOYMENT OPPORTUNITY 20 11.11 CLEAN AIR ACT 20 11.12 FEDERAL WATER POLLUTION CONTROL ACT 21 11.13 NO OBLIGATION BY FEDERAL GOVERNMENT 21 11.14 PROGRAM FRAUD & FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS 21 11.15 BYRD ANTI -LOBBYING AMENDMENT, 31 U.S.C. § 1352 (AS AMENDED) 21 11.16 PROCUREMENT OF RECOVERED MATERIALS 21 11.17 DHS, SEAL, LOGO, AND FLAGS 21 11.18 COMPLIANCE WITH FEDERAL LAW, REGULATIONS, AND EXECUTIVE ORDERS 21 11.19 ACCESS TO RECORDS 21 11.20 SUSPENSION AND DEBARMENT 22 11.21 UNITED STATES HOUSING AND URBAN DEVELOPMENT; CDBG-MIT 22 11.22 SECTION 3 OF THE HOUSING AND URBAN DEVELOPMENT ACT OF 1968 22 11.23 RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT 23 ATTACHMENT A - SCOPE OF WORK 27 ARTICLE Al GENERAL 27 A1.01 SCOPE OF SERVICES 27 A1.02 WORK ORDERS 30 A1.03 PAYMENTS 30 ARTICLE A2 BASIC SERVICES 30 A2.01 DEVELOPMENT OF OBJECTIVES 31 A2.02 SCHEMATIC DESIGN 31 A2.03 DESIGN DEVELOPMENT 32 A2.04 CONSTRUCTION DOCUMENTS 32 A2.05 BIDDING AND AWARD OF CONTRACT 33 A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT 34 A2.07 TIME FRAMES FOR COMPLETION 36 ARTICLE A3 ADDITIONAL SERVICES 36 A3.01 GENERAL 36 A3.02 EXAMPLES 36 A3.03 ADDITIONAL DESIGN 37 ARTICLE A4 REIMBURSABLE EXPENSES 37 A4.01 GENERAL 37 A4.02 SUBCONSULTANT REIMBURSEMENTS 37 ARTICLE A5 CITY'S RESPONSIBILITIES 37 A5.01 PROJECT AND SITE INFORMATION 37 A5.02 CONSTRUCTION MANAGEMENT 38 SCHEDULE Al - SUBCONSULTANTS 39 SCHEDULE A2 - KEY STAFF 39 ATTACHMENT B - COMPENSATION AND PAYMENTS 40 ARTICLE B1 METHOD OF COMPENSATION 40 B1.01 COMPENSATION LIMITS 40 B1.02 CONSULTANT NOT TO EXCEED 40 ARTICLE B2 WAGE RATES 40 B2.01 FEE BASIS 40 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 40 Miscellaneous Engineering Services 2 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT B2.03 MULTIPLIER 40 B2.04 CALCULATION 40 B2.05 EMPLOYEE BENEFITS AND OVERHEAD 40 B2.06 ESCALATION 41 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 41 B3.01 LUMP SUM 41 B3.02 HOURLY RATE FEES 41 B3.03 REIMBURSABLE EXPENSES 41 B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES 41 B3.05 FEES FOR ADDITIONAL SERVICES 41 B3.06 PAYMENT EXCLUSIONS 42 B3.07 FEES RESULTING FROM PROJECT SUSPENSION 42 ARTICLE B4 PAYMENTS TO THE CONSULTANT 42 B4.01 PAYMENTS GENERALLY 42 B4.02 FOR COMPREHENSIVE BASIC SERVICES 42 B4.03 BILLING — HOURLY RATE 42 B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 43 B4.05 DEDUCTIONS 43 ARTICLE B5 REIMBURSABLE EXPENSES 43 B5.01 GENERAL 43 B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS 43 ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 43 B6.01 GENERAL 43 SCHEDULE B1 — WAGE RATES SUMMARY 44 SCHEDULE B2 — CONSULTANT INVOICE 46 REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Miscellaneous Engineering Services 3 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT CITY OF MIAMI DEPARTMENT OF PROCUREMENT PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Consultant Consultant's Office Location City Authorization Agreement Number Miscellaneous Engineering Services Continuing Contract EAC Consulting, Inc. 5959 Blue Lagoon Drive, Ste. 410, Miami, FL 33126 Section 18-87, City of Miami Code 20-21-011 / 19 THIS PROFESSIONAL SERVICES AGREEMENT ("PSA" or "Agreement") made this 16 day of June in the year 2022 by and between THE CITY OF MIAMI, FLORIDA, hereinafter called the "City," and EAC consulting Inc, hereinafter called the "Consultant." RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 20-21-011 on May 7, 2021, for the provision of Miscellaneous Engineering Services ("Services") and the Consultant's proposal ("Proposal"), in response thereto, was selected as one of the most qualified for the provision of said Services. The RFQ and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents ("Solicitation Documents"), and are, by this reference, expressly incorporated into and made a part of this Agreement as if set forth in full. The Solicitation Documents are deemed as being attached hereto and incorporated by reference herein as supplemental terms, providing, however, that in the event of any conflicts(s) or inconsistencies with the terms of this Agreement, this Agreement shall control and supersede any such conflicts(s). B. WHEREAS, the City, through action of the City Manager and/or the City Commission, as applicable, has selected the Consultant in accordance with Section 287.055, Florida Statutes, (Consultants' Competitive Negotiation Act, hereinafter referred to as "CCNA"), and the applicable provisions of the City Procurement Ordinance, including, without limitation, City Code Section 18-87, to provide the professional services as described herein. WITNESSETH, that the City and the Consultant, for the considerations herein set forth, agree as follows: Miscellaneous Engineering Services 4 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT ARTICLE 1 DEFINITIONS 1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments means the Attachments to this Agreement, which are expressly incorporated by reference and made a part of this Agreement as if set forth in full. 1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services. 1.04 Basic Services means those services designated as such in a Work Order. 1.05 City Commission means the legislative body of the City of Miami. 1.06 City Manager means the duly appointed chief administrative officer of the City of Miami. 1.07 City or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency that is a party hereto and for which services under this Agreement are to be performed. In all respects hereunder, the City's performance is pursuant to the City's position as the Owner of the Project. In the event the City exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, codes, laws, and ordinances shall be deemed to have occurred pursuant to the City's authority as a governmental body and shall not be attributable in any manner to the City as a party to this Agreement. The City of Miami shall be referred to herein as "City." For the purposes of this Agreement, "City" without modification shall mean the City Manager who may delegate certain tasks the Director as defined in Section 1.12. 1.08 City Risk Manager shall mean the Risk Manager of the City of Miami who heads the Department of Risk Management 1.09 Commission means the legislative body of the City of Miami. This has the same meaning as City Commission and is an abbreviation. 1.10 Consultant means the individual, partnership, corporation, association, joint venture, limited liability company, other recognized business entity, or any combination thereof, of properly registered professional architects, or engineers, or surveyors and mappers, as applicable, which has entered into this Agreement to provide professional services to the City. 1.11 Contractor means an individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the City for construction of City facilities and incidentals thereto. 1.12 Department means or refers to the City of Miami's Office of Capital Improvements (" OCI") formerly known as Capital Improvements and Transportation Program ("CITP"). 1.13 Director means the Director of the City Department designated herein who has the authority and responsibility for managing the specific project or projects covered under this Agreement. Unless otherwise specified herein or in a Work Order, for this Agreement, the Director is the top administrator of the Office of Capital Improvements or their authorized designee. 1.14 Errors means items in the plans, specifications, or other documents prepared by the Consultant that are shown incorrectly, which results in a change to the Services and results in the need for the Contractor to perform corrective work, rework, or additional work or which causes a delay to the completion of construction. 1.15 Errors and Omissions means design deficiencies in the plans, specifications or other documents prepared by the Consultant, which must be corrected in order for the project to function or be built as intended. 1.16 Federal Disaster Assistance means the collective multiple types of major disaster assistance in funding, personnel, equipment, facilities, goods, services, projects, grants, processes, coordination, resources, and other recovery assistance, and efforts created and authorized from time to time by the Federal Government. 1.17 Federal Government means the government of the United States of America. 1.18 Federal Requirements means collectively, the Robert T. Stafford Disaster Relief and Emergency Assistance Act, 42 U.S. C. 5121 et seq., as amended ("Stafford Act"), and all other federal rules, Miscellaneous Engineering Services 5 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT procurement thresholds, compliance, audit and reporting procedures, regulations, and guidelines established for Federal Disaster Assistance from time to time. 1.19 Inspector means an employee of the City or of a consulting firm hired by the City and assigned by the City to make observations of Work performed by a Contractor. 1.20 Key Personnel means Staff positions assigned on a full-time basis to the Program by the Program Coordinator with the Director's approval, to serve as an extension of the City's staff typically working inside the City's Miami Riverside Center (MRC) or other requested City facility. 1.21 Notice to Proceed ("NTP') means the same as "Authorization to Proceed." A duly authorized written letter or directive issued by the Director or Project Manager acknowledging that all conditions precedent have been met and/or directing that the Consultant may begin work on the Project. 1.22 Omissions means items that are not shown or included in the plans, specifications, or other documents prepared by the Consultant which are necessary for the proper and/or safe operation of the Project or required to meet the Scope of Services. 1.23 Primary Services means those Services considered by City to be fundamental to the successful management of the Project as stated in the RFQ, and in Attachment A of this Agreement. 1.24 Project Manager means an employee or representative of the City assigned by the Director to manage and monitor Work to be performed under this Agreement or the construction of a project as a direct representative of the City. 1.25 Program means the City's multi -year Capital Improvements and Transportation Programs, prepared on an annual basis that details the planned financial resources and implementation schedule and strategies for the City's capital projects over a five (5) year period. 1.26 Project means the design, construction, alteration and/or repair, and all services and incidentals thereto, of a City facility as contemplated and budgeted by the City. The Project or Projects shall be further defined in the Scope of Services and/or Work Order issued pursuant to this Agreement. 1.27 Professional Services means those services within the scope of the practice of architecture, professional engineering, or registered surveying and mapping, as applicable, as defined by the laws of the State of Florida, or those performed by any architect, professional engineer, or registered surveyor or mapper in connection with his or her professional employment or practice. These services may be abbreviated herein as "architectural/engineering services" or "professional services," as applicable, which are within this definition. 1.28 Professional Services Agreement ("Agreement" or "PSA') means this Agreement, all attachments, and any authorized amendments thereto. In the event of a conflict between the Request for Qualifications ("RFQ") and the Consultant's response thereto, the RFQ shall control. In the event of any conflict between the Consultant's response to the RFQ and this PSA, this PSA shall control. In the event of any conflict between this PSA and its attachments, this PSA shall control. 1.29 Resolution means the document constituting the official approval of the City Commission as required for the City Manager to execute this Agreement, or increase the Project Budget, among other matters. 1.30 Risk Management Administrator means the City's Risk Management Director, or their designee, or the individual named by the City Manager to administer matters relating to insurance and risk of loss for the City. 1.31 Scope of Services or Services means a comprehensive description of the activities, tasks, design features, objectives, deliverables, and milestones required for the completion of a Project or an assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary for its completion. 1.32 Small Business Enterprise ("SBE") formerly referred to as Community Bucinef Enterprise ("CBE"), means a firm that has been certified by Miami Dade County, who will provide architectural, landscape architectural, engineering, or surveying and mapping professional services to the Consultant as required pursuant to City Code Section 18 87. 1.33 Subconsultant means a person or organization of properly registered professional architects, engineers, registered surveyor, or mapper, and/or other professional specialties, who has entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. Miscellaneous Engineering Services 6 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT 1.34 Wage Rates means the effective direct expense to the Consultant and/or the Subconsultant, on an hourly rate basis, for employees in the specified professions and job categories assigned to provide services under this Agreement that justify and form the basis for professional fees regardless of actual manner of compensation. 1.35 Work means all services, materials and equipment provided by/or under this Agreement with the Consultant. 1.36 Work Order means a document internal to the City, which authorizes the performance of specific professional services for a defined Project or Projects. 1.37 Work Order Proposal means a document prepared by the Consultant, at the request of the City for Services to be provided by the Consultant on a specific phase of a Project. ARTICLE 2 GENERAL CONDITIONS 2.01 TERM The term of this Agreement shall be for two (2) years commencing on the effective date hereof. This specified term is intended for administrative and budget control purposes and is not to be considered or interpreted as a time limitation. 2.01-1 Extension of Expiration Date: In the event the Consultant is engaged in any Project(s) on the Agreement expiration date, then this Agreement shall not expire and shall remain in effect until completion or termination of said Project(s). New Work Orders shall not be issued after the expiration date. The City, by action of the City Manager or the City Manager's designee, reserves the right to automatically extend this Agreement for up to one hundred eighty (180) calendar days beyond the stated contract term, in order to provide City departments with continual service while a new agreement is being solicited, evaluated, and/or awarded. If the right is exercised, the City shall notify the Consultant, in writing, of its intent to extend the Agreement at the same terms and conditions for a specific number of days. Additional extensions over the first one hundred eighty (180) day extension may occur. Extensions shall comply with applicable approvals and regulations. 2.02 OPTIONS TO RENEW The City, by action of the City Manager or the City Manager's designee, shall have the option to renew the original term for two (2) additional periods of one (1) year each, subject to continued satisfactory performance as determined by the Director, and to the availability and appropriation of funds. City Commission's authorization of this Agreement includes delegation of authority to the City Manager to administratively approve said options to renew provided that the compensation limits set forth in Article 2.05 are not exceeded. 2.03 SCOPE OF SERVICES The Consultant agrees to provide the Services as specifically described and under the special terms and conditions set forth in Attachment A, Scope of Work, hereto, which is incorporated into and made a part of this Agreement. � nn ennui i B ICINESS ENTERPRISE ("SBE") PARTICIPATION R€QUIREM€NTS =.vim van rccc vvvwcvv cw cttwcTv T v v ac Prospective Firms must (shall) adhere to the following requirements: 1) Ascign a minimum of fifteen percent (15%) of the contract value to firms currently certified by Miami Dadc County as a Small Bucincsc Enterprise ("SBE"), formerly rcfcrrcd to as Community Bucinc:r Enterprise ("CBE"), in good standing; 2) Place a specific emphasis on utilizing local small businesses from within the City's municipal boundaries. For information on the SBE requirements, visit the Miami Dade County, Internal Services Department website at http://www.miamidade.gov/cmallbucine-c/certification programs.acp. Failure to adhere to these requirements will cause the firm to be disqualified as nonresponsive or at a subsequent time cause the Agreement to be canceled. 2.05 COMPENSATION 2.05-1 Compensation Limits: The amount of compensation payable by the City to the Consultant shall generally be a lump sum not to exceed fee, based on the rates and schedules established in Attachment B, "Compensation and Payments," attached hereto; provided, however, that in no event shall the amount of compensation exceed Five -Hundred Thousand Dollars ($500,000) in total over Miscellaneous Engineering Services 7 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT the term of the Agreement and any extension(s), unless explicitly approved by action of the City Commission or City Manager, as applicable, and put into effect by written amendment to this Agreement. The City may, in its sole and absolute discretion, use other compensation methodologies. The City shall not have any liability, nor will the Consultant have any recourse against the City for any compensation, payment, reimbursable expenditure, cost, or charge beyond the compensation limits of this Agreement, as it may be amended from time to time. This Agreement, as amended and/or renewed, is subject to the compensation limits set forth in 287.055, Florida Statutes, Consultant's Competitive Negotiation Act, for Continuing Contracts, and other limitations on compensation, as applicable. 2.05-2 Payments: Unless otherwise specifically provided in Attachment B, Compensation and Payments, payment shall be made in accordance with Florida Statute Chapter 218, Part VII, Local Government Prompt Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to constitute a "Proper Invoice" as defined by Section 218.72 (8), Florida Statutes, and to allow a proper audit of expenditures, should the City require one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bills authorized and approved for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. The Consultant shall utilize Attachment B, Schedule B2 - Consultant Invoice, for the submission of invoices. ARTICLE 3 PERFORMANCE 3.01 PERFORMANCE AND DELEGATION The Services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise provided in this Agreement, or approved, in writing by the City. Said approval shall not be construed as constituting an agreement between the City and said another person or firm. 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL Director or their designee may make written requests to the Consultant for the prompt removal and replacement of any personnel employed or retained by the Consultant, or any Subconsultants, or any personnel of any such Subconsultants engaged by the Consultant to provide and perform Services or Work pursuant to the requirements of this Agreement. The Consultant shall respond to the City within fourteen (14) calendar days of receipt of such request with either the removal and replacement of such personnel or written justification as to why that may not occur. All decisions involving personnel will be made by the Consultant. Such request shall solely relate to the work of said employees under this Agreement. 3.03 CONSULTANT KEY STAFF The parties acknowledge that the Consultant was selected by the City, in part, based on qualifications of particular staff identified in the Consultant's response to the City's solicitation, hereinafter referred to as "Key Staff." The Consultant shall ensure that Key Staff are available for Work upon request from the City, if said Key Staff is in the Consultant's employ. The Consultant will obtain prior written approval from the Director or their designee to change or add to Key Staff. The Consultant shall provide Director, or their designee with information required to determine the suitability of proposed new Key Staff. Director will act reasonably in evaluating Key Staff qualifications. Such approval shall not constitute any responsibility or liability for the individual's ability to perform. 3.04 TIME FOR PERFORMANCE The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed ("NTP") issued by the Director or their designee and to complete each assignment, task or phase within the time stipulated in the NTP. Time is of the essence with respect to performance of Work under this Agreement. A reasonable extension of the time for completion of various assignments, tasks, or phases may be granted by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be cause for any claims by the Consultant for additional compensation or for any damages. 3.05 STANDARD OF CARE Consultant is solely responsible for the technical accuracy and quality of their Services. Consultant shall perform all Services in compliance with Florida Administrative Code Chapter 61G1, Chapter 471 (Engineering), and Chapter 481 (Architecture, Interior Design, and Landscape Architecture) of the Florida Statutes, as amended, and all regulations promulgated applicable to these professions. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional Miscellaneous Engineering Services 8 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT quality, technical accuracy, and coordination of all designs, drawings, specifications, and other Services furnished by the Consultant under this Agreement. Consultant shall correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services without additional compensation. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its surveys, maps, designs, drawings, specifications, or other Services. ARTICLE 4 SUBCONSULTANTS 4.01 GENERAL 4.01-1 A Subconsultant, as defined in Article 1.28, Subconsultant is a firm that was identified as part of the consulting team during the competitive selection process by which the Consultant was chosen to perform the Services under this Agreement, and as such, is identified and listed in Attachment A, Schedule Al - Subconsultants attached hereto and incorporated herein by reference. 4.01-2 A Specialty Subconsultant is a person or organization that has, with the consent of the Director, entered into a written agreement with the Consultant to furnish unique and/or specialized professional services necessary for a project or task described under Additional Services. Such Specialty Subconsultant shall be in addition to those identified in Attachment A, Schedule Al. 4.02 SUBCONSULTANT RELATIONSHIPS 4.02-1 All services provided by the Subconsultants shall be performed pursuant to appropriate written agreements between the Consultant and the Subconsultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the City and the Subconsultants. The Consultant acknowledges that the Subconsultants are entirely under his direction, control, supervision, retention, and/or discharge. 4.03 CHANGES TO SUBCONSULTANTS The Consultant shall not add to, modify, or change the Subconsultants listed in Attachment A, Schedule Al without prior written approval by the Director or designee, in response to a written request from the Consultant stating the reasons for any proposed change. ARTICLE 5 DEFAULT 5.01 GENERAL If the Consultant fails to comply with any term or condition of this Agreement or any other Agreement it has with the City, or fails to perform any of its obligations hereunder, then the Consultant shall be in Default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to the Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to the Consultant while the Consultant was in default shall be immediately returned to the City. The Consultant understands and agrees that termination of this Agreement under this section shall not release the Consultant from any obligation accruing prior to the effective date of termination. In the event of termination due to default, in addition to the foregoing, the Consultant shall be liable to the City for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. In the event of Default, the City may also suspend or withhold reimbursements to the Consultant until such time as the actions giving rise to default have been cured. 5.02 CONDITIONS OF DEFAULT A finding of Default and subsequent termination for cause may include, without limitation, any one or more of the following: 5.02-1 The Consultant fails to obtain or maintain the professional engineering certification/ licensure, insurance or bonding herein required. 5.02-2 The Consultant fails to comply, in a substantial or material sense, with any of its duties under this Agreement, with any terms or conditions set forth in this Agreement or in any agreement it has with the City, beyond the specified period allowed to cure such Default. Miscellaneous Engineering Services 9 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT 5.02-3 The Consultant fails to commence the Services within the time provided or contemplated herein or fails to complete the Work in a timely manner as required by this Agreement. 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE The City, through the Director or designee, shall provide written notice to the Consultant as to a finding of Default, and the Consultant shall take all necessary action to cure said Default within the time stipulated in said notice, after which time, the City may terminate the Agreement. The City, at its sole and absolute discretion, may allow additional days to perform any required cure if the Consultant provides written justification deemed reasonably sufficient. If the Default has not been corrected by the Consultant within the time specified, the Agreement may be automatically terminated on the last day of the time stipulated in said notice, without the necessity of any further action by the City. Should any such failure on the part of the Consultant be due to a condition of Force Majeure as that term is interpreted under Florida law, then the City may allow an extension of time reasonably commensurate with the cause of such failure to perform or cure. ARTICLE 6 TERMINATION OF AGREEMENT 6.01 CITY'S RIGHT TO TERMINATE The City (including specifically the City Manager or the Director acting administratively), has the right to terminate this Agreement for any reason or no reason, upon ten (10) business day's written notice. Upon termination of this Agreement, all charts, sketches, studies, drawings, and other data and/or documents, including all electronic (digital) copies related to Work authorized under this Agreement, whether finished or not, must be turned over to the Director or the Director's designee. The Consultant shall be paid in accordance with provisions of Attachment B, provided that said documentation is turned over to the Director or the Director's designee within ten (10) business days of termination. Failure to timely deliver the documentation shall be cause to withhold any payments due without recourse by the Consultant until all documentation is delivered to the Director or designee. 6.01-1 The Consultant shall have no recourse or remedy from any termination made by the City except to receive and retain the fees, and allowable costs or reimbursable expenses, earned as compensation for the Services that were performed in complete compliance with the Agreement, as full and final settlement of any claim, action, demand, cost, charge, or entitlement it may have, or will, have against the City, its officials or employees. The Consultant has voluntarily acknowledged the applicability of this Section by submitting a response to this solicitation. 6.02 CONSULTANT'S RIGHT TO TERMINATE The Consultant shall have the right to terminate this Agreement, in writing, for cause following breach by the City, if breach of contract has not been corrected within sixty (60) calendar days from the date of the City's receipt of a written statement from the Consultant specifying the City's breach of its duties under this Agreement. Consultant shall give the City prior written notice in the manner provided herein specifying the City's breach and afford the City sixty (60) calendar days to cure. 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Consultant any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to recover from the Consultant the full amount of any and all fees, commissions, percentages, gifts, or other consideration paid to undisclosed lobbyists or agents. ARTICLE 7 DOCUMENTS AND RECORDS 7.01 OWNERSHIP OF DOCUMENTS All tracings, plans, drawings, specifications, maps, computer files, and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, including all electronic digital copies, will be considered works made for hire and will, based on incremental transfer wherein the above shall become the property of the City upon payments made to the Consultant or termination of this Agreement without restriction or limitation on their use, and will be made available, on request, to the City at any time during the performance of such services and/or upon completion or termination of this Agreement. The Consultant shall not copyright any material and products or patent any Miscellaneous Engineering Services 10 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT invention developed under this Agreement. The City shall have the right to visit Project sites for inspection of the work and the products of the Consultant at any time. The Consultant shall be permitted to retain copies, including reproducible copies, solely for information and reference in connection with the City's use and occupancy of the Project. 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure by the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director or designee within ten (10) business days of cancellation, or within ten (10) business days of request by the City, shall be just cause for the City to withhold payment of any fees due the Consultant until the Consultant delivers all such documents. The Consultant shall have no recourse from these requirements. 7.03 RE -USE BY CITY It is understood that all Consultant Agreements and/or Work Orders for new work will include the provision for the re -use of surveys, maps, plans, specifications, and other Consultant work products, at the City's sole option, and, by virtue of signing this Agreement, the Consultant agrees to such re -use in accordance with this provision without the necessity of further approvals, compensation, fees, or documents being required and without recourse for such re -use. The Consultant will not be liable for re -use by the City of plans, documents, studies, or other data for any purpose other than that intended by the terms and conditions of this Agreement. 7.04 NONDISCLOSURE To the extent allowed by law, the Consultant agrees not to divulge, furnish, or make available to any third person, firm or organization, without Director's or their designee's prior written consent, or unless incident to the proper performance of the Consultant's obligations hereunder, or in the course of judicial or legislative proceedings, or otherwise required by law, where such information has been properly subpoenaed, any non-public information concerning the Services to be rendered by the Consultant hereunder, and the Consultant shall require all of its employees, agents, and Subconsultants to comply with the provisions of this paragraph. 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS The Consultant shall keep adequate records and supporting documentation, which concern or reflect its Services hereunder. Records subject to the provisions of the Public Records Law, Florida Statutes Chapter 119, as amended, shall be kept in accordance with the applicable statutes. Otherwise, the records and documentation shall be retained by the Consultant for a minimum of three (3) years from the date of termination of this Agreement or the date the Project is completed, whichever is later. The City, or any duly authorized agents or representatives of the City, shall have the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the three (3) year period noted above, provided, however, such activity shall be conducted only during normal business hours. Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) Keep and maintain public records required by the City to perform the service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the City; (4) upon completion of the contract, transfer, at no cost, to the City all public records in possession of the contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT Miscellaneous Engineering Services 11 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS ("OCI") WHO IS ADMINISTERING THIS CONTRACT. 7.06 E-VERIFY Consultant shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Consultant during the term of the Agreement and shall expressly require any Subconsultant performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Subconsultant during the Agreement term. ARTICLE 8 INDEMNIFICATION The Consultant shall indemnify, hold harmless, save and defend the City, its officers, agents, directors, instrumentalities, agencies, and/or employees from all liabilities, damages, losses, judgments, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Consultant and persons employed or utilized by Consultant in the performance of services under this Contract. Consultant shall, further, hold the City, its officials and/or employees, harmless for, and defend the City, its officials and/or employees against, any civil actions, statutory, contractual, tort, strict liability, or other claims, actions, injuries, or damages arising or resulting from the work, unless it is alleged that the City, its officials and/or employees were negligent. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Consultant shall, upon written notice from the City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City Attorney. The Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Consultant shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents, and instrumentalities as herein provided. The indemnification provided above shall obligate the Consultant to defend, at its own cost and expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the City's option, against any and all claims of liability and all claims, suits and actions of every name and description which may be brought against the City, in connection with services performed by the Consultant or persons employed or utilized by Consultant. This indemnity, hold harmless and duty to defend, shall survive the term of this Agreement, and shall also survive the cancellation or expiration of this Agreement. This indemnity shall be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Section 725.06 and/or Section 725.08, Florida Statutes, as applicable. If any portion of the Indemnity is invalidated by a court of competent jurisdiction to be invalid, unenforceable, or illegal, the unenforceable provision shall not affect the otherwise valid terms and provisions of this Section. The applicable terms and provisions shall be deemed modified and will be given effect to the extent necessary to render such provision(s) enforceable, and the rights and obligations of the parties will be construed and enforced accordingly, preserving to the fullest extent possible the intent and agreements of the parties as are set forth in this Section. The Consultant shall require all Subconsultant agreements to include a provision that they shall indemnify the City. The Consultant agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Consultant in which the City participated, either through review or concurrence of the Consultant's actions. In reviewing, approving, or rejecting any submissions by the Consultant or other acts of the Consultant, the City in no way assumes or shares any responsibility or liability of the Consultant or Subconsultant under this Agreement. Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Consultant. Miscellaneous Engineering Services 12 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT ARTICLE 9 INSURANCE The Consultant shall not start Services under this Agreement until the Consultant has obtained and provided to the City all insurance required hereunder and the City's Risk Management Administrator also known as the Director of the Risk Management Department, or their authorized designee, has approved such insurance. 9.01 COMPANIES PROVIDING COVERAGE All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and be rated at least A(X), in accordance with A.M. Best Company's Key Rating Guide, latest edition. 9.02 VERIFICATION OF INSURANCE COVERAGE The Consultant shall furnish certificates of insurance to the Procurement Department and Risk Management Administrator for review and approval prior to the execution of this Agreement. The Certificates shall clearly indicate that the Consultant has obtained insurance of the type, amount, and classification required by these provisions, and in accordance with Insurance Exhibit C contained herein. The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. The Consultant shall furnish copies of insurance policies pertaining to this Agreement to the Procurement Department and Risk Administrator within ten (10) business days of written request. 9.03 FORMS OF COVERAGE 9.03-1 Commercial General Liability and Automobile Liability: The Consultant shall maintain commercial general liability coverage written on a primary and non-contributory basis, with limits of at least $1,000,000.00 per occurrence, $2,000,000.00 aggregate for bodily injury and property damage. The coverage shall include Premises and Operations, Contingent and Contractual Liability, and Products and Completed Operations, with additional endorsements as applicable. Waiver of Subrogation applies in favor of the certificate holder. The coverage shall be written on a primary and non-contributory basis with the City listed as an additional insured as reflected by endorsement CG 2010 11/85 or its equivalence. Notice of cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment. 9.03-2 Business Automobile: The Consultant shall provide business automobile liability coverage including coverage for all owned, hired, and non -owned autos with a minimal combined single limit of $1,000,000.00 naming the City as an additional insured with respect to this coverage. Notice of cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment. 9.03-3 Professional Liability Insurance: The Consultant shall maintain Professional Liability Insurance including Errors and Omissions coverage in the minimum amount of $1,000,000.00 per claim, $1,000,000.00 aggregate providing for all sums which the Consultant shall be legally obligated to pay as damages for claims arising out of the services performed by the Consultant or any person employed by the Consultant in connection with this Agreement. This insurance shall be maintained for at least one (1) year after completion of the construction and acceptance of any project covered by this Agreement. Coverage must reference the retroactive date. 9.03-4 Worker's Compensation Insurance: The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000.00 each occurrence. 9.03-5 Subconsultant Compliance: The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or their authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles, or other insurance obligations by providing a thirty (30) calendar day written notice to the Consultant in accordance with Article 10.06, Notices, herein. The Consultant shall comply with such requests unless the insurance coverage is not then readily available in the national market and may request additional consideration from the City accompanied by justification. Miscellaneous Engineering Services 13 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT ARTICLE 10 MISCELLANEOUS 10.01 AUDIT RIGHTS; INSPECTION The City reserves the right to audit the Consultant's accounts during the performance of this Agreement and for three (3) years after final payment under this Agreement. The Consultant agrees to furnish copies of any records necessary, in the opinion of the Director, to approve any requests for payment by the Consultant. The inspection and audit provisions provided for City contracts set forth in Section 18-101 and Section 18-102 of the City Code are applicable to this Agreement and are deemed as being incorporated by reference herein. 10.02 ENTIRE AGREEMENT This Agreement, as it may be amended from time to time, represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of a breach of any other provision of this Agreement. 10.03 SUCCESSORS AND ASSIGNS The performance of this Agreement shall not be transferred pledged, sold, delegated, or assigned, in whole or in part, by the Consultant without the written consent of the City, acting by and through its City Commission. It is understood that a sale of the majority of the stock or partnership shares of the Consultant, a merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions that would constitute an assignment or sale hereunder requiring prior City approval. The Consultant's services are unique in nature and any assignment, sale transference without City Commission approval shall be cause for the City to terminate this Agreement. The Consultant shall have no recourse from such termination. The City may require bonding, other security, certified financial statements and tax returns from any proposed assignee and the execution of an assignment/assumption Agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. The Consultant and the City each binds one another, their partners, successors, legal representatives, and authorized assigns to the other party of this Agreement and to the partners, successors, legal representatives, and assigns of such party in respect to all covenants of this Agreement. 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of NTP. The original Project price and any addition thereto will be adjusted to exclude any significant sums by which the City determines the project price was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such price adjustments will be made within one (1) year following the end of the Project. 10.05 APPLICABLE LAW AND VENUE OF LITIGATION This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this Agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of the Consultant's duties to indemnify the City under Article 8, Indemnification, herein where the Consultant shall pay the City's reasonable attorney's fees in the event the City must maintain an action to enforce the duty to indemnify the City. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by electronic mail, and registered United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice: Miscellaneous Engineering Services 14 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT For City of Miami: Arthur Noriega V City Manager Office of the City Manager, City of Miami 444 SW 2nd Avenue, 10th Floor Miami, Florida 33130-1910 Email: ANorieaa@miamigov.com Phone: 305-416-1025 Annie Perez, CPPO Director/Chief Procurement Officer Department of Procurement, City of Miami 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130-1910 Email: AnniePerez@miamigov.com Phone: 305-416-1910 Victoria Mendez City Attorney Office of the City Attorney, City of Miami 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130-1910 Email: VictoriaMendez@miamigov.com Phone: 305-416-1832 With Copies to: Angel Carrasquillo, P.E. Director Office of Capital Improvements, City of Miami 444 SW 2nd Avenue, 8th Floor Miami, Florida 33130-1910 Email: AnCarrasauillo@miamigov.com Phone: 305-416-1225 EAC Consulting, Inc. Michael Adeife, PE, ENV SP Sr. Vice President 5959 Blue Lagoon Drive, Ste. 410 Miami, FL 33126 Email: MAdeife@eacconsult.com Phone: 305-265-5400 10.07 INTERPRETATION The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of strict construction shall be applied against either party hereto. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all the subsections of such Section, unless the reference is made to a subsection or subparagraph of such Section or Article. 10.08 JOINT PREPARATION Preparation of this Agreement has been a joint effort of the City and the Consultant, and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other. Miscellaneous Engineering Services 15 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT 10.09 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given effect. 10.10 MEDIATION - WAIVER OF JURY TRIAL In an effort to engage in a cooperative effort to resolve conflict which may arise during the course of the design and /or construction of the subject project(s), and/or following the completion of the projects(s), the parties to this Agreement agree all disputes between them shall be submitted to non -binding mediation prior to the initiation of litigation, unless otherwise agreed in writing by the parties. A certified Mediator, who the parties find mutually acceptable, will conduct any Mediation Proceedings in Miami -Dade County, State of Florida. The parties will split the costs of a certified mediator on a 50/50 basis. The Consultant agrees to include such similar contract provisions in the agreements with all Subconsultants and/or independent contractors retained for the project(s), thereby providing for non -binding mediation as the primary mechanism for dispute resolution. Each party shall bear their own attorney's fees. In an effort to expedite the conclusion of any litigation, the parties voluntarily waive their right to jury trial or to file permissive counterclaims in any action arising under this Agreement. 10.11 TIME Time is of the essence in this Agreement. Consultant shall promptly perform its duties under this Agreement and Work Orders pursuant hereto and will give the Work as much priority as is necessary to cause the Work to be completed on a timely basis in accordance with this Agreement. All Work shall be performed strictly (not substantially) within the time limitations necessary to maintain the critical path and all deadlines established in this Agreement and/or Work Orders pursuant hereto. 10.12 COMPLIANCE WITH LAWS The Consultant shall comply with all applicable laws, codes, ordinances, rules, regulations, and resolutions including, without limitation, the Americans with Disabilities Act ("ADA"), as amended, and all applicable guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement. The Consultant represents and warrants that there shall be no unlawful discrimination as provided by law in connection with the performance of this Agreement. 10.12-1 Non -Discrimination: The City warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Consultant's performance under this Agreement on account of race, color, gender, religion, age, handicap, marital status, national origin, or sexual orientation. The Consultant further covenants that no otherwise qualified individual shall, solely by reason of their race, color, gender, religion, age, handicap, marital status, national origin, or sexual orientation, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 10.12-2 OSHA Compliance: The Consultant warrants that it will comply with all safety precautions as required by federal, state, and local laws, rules, regulations, and ordinances. The City reserves the right to refuse the Consultant's access to City property, including project jobsites, if the Consultant's employees are not properly equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non-compliance with safety regulations is exhibited by the Consultant. 10.12-3 ADA Compliance: The Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, the Consultant shall take affirmative steps to -insure nondiscrimination in employment of disabled persons. 10.13 NO PARTNERSHIP The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise or affiliation between the parties. The Consultant has no authority to bind the City to any promise, debt, default, contract liability, or undertaking of the Consultant. 10.14 DISCRETION OF DIRECTOR Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. Miscellaneous Engineering Services 16 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT 10.15 RESOLUTION OF CONTRACT DISPUTES The Consultant understands and agrees that all disputes between it and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted for resolution in the following manner. The initial step shall be for the Consultant to notify the Project Manager in writing of the dispute and submit a copy to the City of Miami personnel identified in Article 10.06, Notices. Should the Consultant and the Project Manager fail to resolve the dispute the Consultant shall submit their dispute in writing, with all supporting documentation, to the Director of OCI, as identified in Article 10.06, Notices. Upon receipt of said notification, the Director of OCI shall review the issues relative to the dispute and issue a written finding. Should the Consultant and the Director of OCI fail to resolve the dispute the Consultant shall submit their dispute in writing within five (5) calendar days to the Director of Procurement. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said notification, the Director of Procurement, shall review the issues relative to the dispute and issue a written finding. The Consultant must submit any further appeal in writing within five (5) calendar days to the City Manager. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Appeal to the City Manager for their resolution, is required prior to the Consultant being entitled to seek judicial relief in connection therewith. Should the amount of compensation hereunder exceed $500,000.00, the City Manager's decision shall be approved or disapproved by City Commission. The Consultant shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by City Commission if applicable; or (ii) a period of sixty (60) calendar days has expired after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation, or a period of (90) calendar days has expired where the City Manager's decision is subject to City Commission approval; or (iii) The City has waived compliance with the procedure set forth in this section by written instrument(s) signed by the City Manager. 10.16 INDEPENDENT CONTRACTOR The Consultant has been procured and is being engaged to provide services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, the Consultant shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. The Consultant further understands that Florida Workers' Compensation benefits available to employees of the City are not available to the Consultant and agrees to provide workers' compensation insurance for any employee or agent of the Consultant rendering services to the City under this Agreement. The City is not a guarantor of any debt or obligation of the Consultant and the Consultant has no ability to bind the City in this regard. 10.17 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and this Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) calendar days' notice. 10.18 THIRD PARTY BENEFICIARY The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a third -party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement. 10.19 ADDITIONAL TERMS AND CONDITIONS If a PSA or other Agreement was provided by the City and included in this solicitation for the project(s), no additional terms, or conditions, which materially or substantially vary, modify or alter the terms or conditions of this Agreement, in the sole opinion and reasonable discretion of the City, will be considered. Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or other Agreement. 10.20 SEVERABILITY If any term or provision of this Agreement, or combination of the same, is in violation of any applicable law or regulation, or is unenforceable or void for any reason, such term, provision, or combination of same shall be modified or reformed by the court to the minimum extent necessary to accomplish the intention of the entire Agreement to the maximum extent allowable, under any legal form, without violating applicable law or regulation. Notwithstanding, the remainder of the Agreement shall remain binding upon the parties. This Miscellaneous Engineering Services 17 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT Subsection shall not apply if there is a material breach of this Agreement causing cancelation or cancellation for convenience. 10.21 COUNTERPARTS; ELECTRONIC SIGNATURES This Agreement may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. ARTICLE 11 PROJECTS FUNDED BY FEDERAL OR STATE FUNDS 11.01 EQUITABLE ADJUSTMENT The Procurement Department may, in its sole discretion, make an equitable adjustment in the contract terms and/or pricing if pricing or availability of supply is affected by extreme or unforeseen volatility in the marketplace, that is, by circumstances that satisfy all the following criteria: (1) the volatility is due to circumstances beyond the Successful Bidder's control, (2) the volatility affects the marketplace or industry, not just the particular contract source of supply, (3) the effect on pricing or availability of supply is substantial, and (4) the volatility so affects the Successful Bidder that continued performance of the contract would results in a substantial loss. Successful Bidder might have to supply documentation to justify any requested percentage increase in cost to the City of Miami. 11.02 NON -APPROPRIATION OF FUNDS In the event no fund or insufficient funds are appropriated and budgeted or are otherwise unavailable in any fiscal period for payments due under this contract, then the City, upon written notice to the Successful Bidder or his assignee of such occurrence, shall have the unqualified right to terminate the contract without penalty or expense to the City. No guarantee, warranty or representation is made that any project(s) will be awarded to any firm(s). 11.03 SUBCONTRACTORS OF WORK SHALL BE IDENTIFIED As part of the ITQ, the Bidders are required to identify any and all Subcontractors that will be used in the performance of this proposed contract, their capabilities, experience, minority designation, as defined in Ordinance 10062 and the portion of the work to be done by the Subcontractor. Failure to identify any and all subcontractors in the Bid shall render the Bid non -responsive, unless the Successful Bidder submits this documentation to the City within five (5) working days after the bid opening. The Successful Bidder shall not, at any time during the tenure of the contract, subcontract any part of his operations or assign any portion or part of the contract, to Subcontractor(s) not originally mentioned in their Bid, except under and by virtue of permission granted by the City through the proper officials. Nothing contained in this specification shall be construed as establishing any contractual relationship between any Subcontractor(s) and the City. The Successful Bidder shall be fully responsible to the City for the acts and omissions of the Subcontractor(s) and their employees, as for acts and omissions of persons employed by the Successful Bidder. 11.04 DAVIS-BACON ACT Federally assisted construction contracts must adhere to Davis -Bacon Act wages and benefits rate schedules. Each Bidder shall use the Federal Wages reflected in Wage General Decision Number- FL 180260 01/12/2018 FL260 in developing its bid for this project. The selected bidder/contractor shall be required to provide certified payroll records documenting the work performed on this project. Wage General Decision Number- FL 180260 01/12/2018 FL260 can be found in the Header/Attachment Section under Attachment A. 11.05 COMPLIANCE WITH THE COPELAND "ANTI -KICKBACK" ACT 1) The Contractor shall comply with 18 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract. 2) The Contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as the FEMA may be appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Contractor shall be Miscellaneous Engineering Services 18 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. 3) A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a Contractor and subcontractor as provided in 29 C.F.R. § 5.12. 11.06 COMPLIANCE WITH THE CONTRACT WORK HOURS & SAFETY STANDARDS ACT 1) Overtime Requirements: No Contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty (40) hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one half time the basic rate of pay for all hours worked in excess of forty (40) hours in such workweek. 2) Violation; liability for unpaid wages; liquidated damages: In the event of any violation of the clause set forth in paragraph (1) of this section, the Contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such Contractor and subcontractor shall be liable to the United States (in case of the work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty (40) hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section. 3) Withholding for unpaid wages and liquidated damages: The City of Miami shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Contractor or subcontractor under any such contract or any other Federal contract with the same Contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section. 4) The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontract. The Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraph (1) through (4) of this section. 11.07 PARTS AT PASS -THROUGH COST (FOR REPAIRS OUTSIDE THE SCOPE OF WORK) All cost for parts required for repair jobs and not otherwise included in the scope of work shall be billed at the Successful Bidder's actual cost and will be passed on to the City without markup or any additional fees. The Successful Bidder shall submit purchase receipt of parts along with the labor invoice for payment. The Successful Bidder shall be responsible for sourcing all parts necessary to complete the work requirements of each job specification. Replacement parts furnished must be of the same manufacturer or an equal product. All equipment and materials shall be commercial quality and grade and be from a regular product line. Prototype, obsolete, and residential quality/grade equipment/materials shall not be specified or installed in the facilities. 11.08 NOTIFICATION TO PERFORM WORK The Successful Bidder shall notify the Project Manager when an employee is on the property and for what purpose. 11.09 BACKGROUND CHECKS The Successful Bidder shall be required to comply with the background screening specifications as listed in the Jessica Lunsford Act, Florida Statue § 1012-32. The law requires that before contract personnel are permitted access on grounds when children are present, or if they will have direct contact with children, or have access to or control of school funds, they must have completed Level Two (2) screening requirements. Miscellaneous Engineering Services 19 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT Prior to commencement of the project, the Successful Bidder shall provide Level Two (2) background screening results for all employees completing the work on park grounds. 11.10 EQUAL EMPLOYMENT OPPORTUNITY During the performance of any resulting contract from an ITQ, the Contractor agrees as follows: 1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and the employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin. 3) The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representative of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 6) In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 7) The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, That in the event a Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the Contractor may request the United States to enter into such litigation to protect the interests of the United States. 11.11 CLEAN AIR ACT 1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. 2) The Contractor agrees to report each violation to the City of Miami and understands and agrees that the City of Miami will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. Miscellaneous Engineering Services 20 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT 3) The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. 11.12 FEDERAL WATER POLLUTION CONTROL ACT 1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C.1251 et seq. 2) The Contractor agrees to report each violation to the City of Miami and understands and agrees that the City of Miami will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. 3) The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. 11.13 NO OBLIGATION BY FEDERAL GOVERNMENT The Federal Government is not a party to this contract and is not subject to any obligation or liabilities to the non -Federal entity, Contractor, or any other party pertaining to any matter resulting from the contract. 11.14 PROGRAM FRAUD & FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor's actions pertaining to this contract. 11.15 BYRD ANTI -LOBBYING AMENDMENT, 31 U.S.C. § 1352 (AS AMENDED) Bidders who bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer, or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non -Federal funds that take place in connection with obtaining any Federal award. Such disclosures are forwarded form tier to tier up to the recipient. Please refer to each ITQ for Federally Funded projects for the "Certification Regarding Lobbying" attachment. It is MANDATORY for the Bidders to return this form signed along with their bid. 11.16 PROCUREMENT OF RECOVERED MATERIALS 1) In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA -designated items unless the product cannot be acquired; a. Competitively within a timeframe providing for compliance with the contract performance schedule; b. Meeting contract performance requirements; or c. At a reasonable price. 2) Information about this requirement, along with the list of EPA -designate items, is available at EPA's Comprehensive Procurement Guidelines web site httos://www.eria.dovismmicombrehensive- brocurement-d uideline-cod-brod ram. 11.17 DHS, SEAL, LOGO, AND FLAGS The Contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre -approval. 11.18 COMPLIANCE WITH FEDERAL LAW, REGULATIONS, AND EXECUTIVE ORDERS This is an acknowledgement that FEMA financial assistance may be used to fund this contract. The Contractor will comply with all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. 11.19 ACCESS TO RECORDS 1) The Contractor agrees to provide the Project Manager assigned by the City of Miami, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. Miscellaneous Engineering Services 21 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT 2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 3) The Contractor agrees to provide the FEMA Administrator or his authorized representatives' access to construction or other work sites pertaining to the work being completed under the contract. 11.20 SUSPENSION AND DEBARMENT 1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the Contractor is required to verify that none of the Contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). 2) The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. 3) This certification is a material representation of fact relied upon by City of Miami. If it is later determined that the Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the State of Florida, and the City of Miami, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. 4) The Contractor agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The Contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions. 11.21 UNITED STATES HOUSING AND URBAN DEVELOPMENT; CDBG-MIT 1) If this contract is funded by US HUD dollars and Community Development Block Grant (CDBG) dollars, and/or CDBG Mitigation (CDBG-MIT) dollars, then it shall be subject to federal procurement regulations 2 CFR 200.318 to 200.327. 2) Unless a fixed -price contract is used, profit must be negotiated as a separate element of the price for each contract in which there is no price competition and, in all cases, where a cost analysis is performed. To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by the contractor, the contractors investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work. 11.22 SECTION 3 OF THE HOUSING AND URBAN DEVELOPMENT ACT OF 1968 1) The work to be performed under this contract may be subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (Section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD -assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing. 2) The parties to this contract agree to comply with HUD's regulations in 24 CFR part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the part 135 regulations. 3) The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractors commitments under this Section 3 clause and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. 4) The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 CFR part 135, and agrees to take appropriate action, as provided in an Miscellaneous Engineering Services 22 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR part 135. 5) The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR part 135. 6) Noncompliance with HUD's regulations in 24 CFR part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. 7) With respect to work performed in connection with Section 3 covered Indian housing assistance, Section 7(b) of the Indian Self -Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian -owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b). 11.23 RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT If the Federal award meets the definition of "funding agreement" under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. END OF SECTION REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Miscellaneous Engineering Services 23 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST: EAC Consulting, Inc., a Florida Profit Corporation Signature Signature Janine Ortega, Office Manager Michael Adeife, PE, Senior Vice President Print Name, Title Print Name, Title ATTEST: 46, Consultant Secretary (Affirm Consultant Seal, if available) (Corporate Seal) ,1S U L SEAL '1C \s: ,,,,, 9 , ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida DocuSigned by: `— E 46 D 7560 D C F 14 59... Todd B. Hannon, City Clerk DocuSigned by: N6VUJa DocuSignk€6s3-74DD42A... Arthur Noriega V, City Manager APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM AND REQUIREMENTS: CORRECTNESS: E DocuSigned by: jDocuSigned by: "e1-5-IrcJ)4-'2?-- 27395663-182-14€7... F1 EF9 AF6FE0457... Ann Marie Sharpe, Director Victoria Mendez, City Attorney Risk Management Department (Matter 22-927) DS Pf Miscellaneous Engineering Services 24 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) I HEREBY CERTIFY that at a meeting of the Board of Directors of EAC Consulting, Inc., a corporation organized and existing under the laws of the State ofFlorida, held on the 24th day of June, 2021, a resolution was duly passed and adopted authorizing (Name)Michael Adeite as (Title)Senior vice President of the corporation to execute agreements on behalf of the corporation and providing that their execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. I further certify that said resolution remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of March , 20 22 . Secretary: -‘41-4 Print: Marie Chong CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) I HEREBY CERTIFY that at a meeting of the Board of Directors of , a partnership organized and existing under the laws of the State of , held on the day of , a resolution was duly passed and adopted authorizing (Name) as (Title) of the partnership to execute agreements on behalf of the partnership and provides that their execution thereof, attested by a partner, shall be the official act and deed of the partnership. I further certify that said partnership agreement remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this , day of , 20 Partner: Print: Names and addresses of partners: Name Street Address City State Zip Miscellaneous Engineering Services 25 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this Agreement is authorized to sign documents on behalf of the joint venture. If there is no joint venture agreement, each member of the joint venture must sign this Agreement and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) , individually and doing business as (d/b/a) (If Applicable) have executed and am bound by the terms of the Agreement to which this attestation is attached. IN WITNESS WHEREOF, I have hereunto set my hand this day of , 20_ Signed: Print: NOTARIZATION STATE OF Florida ) SS: COUNTY OF Miami -Dade The foregoing instrument was acknowledged before me this 25th day of March 20 22 , by Marie Chong , who is personally known to me or who has produced as identification and who (did / did not) take an oath. SIGNATURE OF NOTARY PUBLIC STATE OF FLORIDA Nicole Mallard PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC 1 Notary Public State of Florida 1l Nicole Mallard My Commission MM 724744 Exp, 2)11/2026 1 11 Miscellaneous Engineering Services 26 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL The City has procured a qualified and experienced engineering firm to provide Miscellaneous Engineering Services, under the direction of the Office of Capital Improvements ("OCI"), and in accordance with all applicable laws, building and environmental regulations, including code requirements for the State of Florida, Miami -Dade County, and the City, and the Scope of Services contained in this RFQ. The Proposer and its Subconsultants must be able to perform every element and task included in, but not limited to, those outlined in Section A1.01, "Scope of Services." The Consultant has been selected in accordance with Section 287.055 of the Florida Statutes, CCNA, as amended. A1.01 SCOPE OF SERVICES The Consultant shall provide full design services including, but not limited to, complete planning and design services; evaluation of proposed alternatives; public meetings; detailed assessments and recommendations; cost estimates; opinions of probable construction cost; review of work prepared by subconsultants and other Consultants; field investigations and observations; post design services; construction documents, construction administration services, as well as any and all required reports for the Project at the request of the Agency. The following disciplines are required: Civil Engineering, Structural Engineering, Environmental Engineering, Marine & Coastal Engineering, Mechanical, Electrical, and Plumbing (MEP) Engineering, Surveying and Mapping, and Construction Engineering and Inspection (CEI) Services. Consultants shall apply for, process, and obtain permits from various environmental regulatory agencies having jurisdiction including, but not limited to, the Miami -Dade County Division of Environmental Resources Management ("DERM"), Department of Environmental Protection ("DEP"), Federal Emergency Management Agency ("FEMA"), the Department of Homeland Security ("DHS"), the U.S. Department of Housing and Urban Development (US HUD), and Army Corps of Engineers ("ACOE"), as required for City projects. The Professional Service Agreement (PSA or Agreement) may detail the deliverables that will be required of the Consultant. A detailed scope of work will be developed for each work order issued. Projects will typically be issued on a rotational basis factoring in amount of dollars awarded to any member of the pool as a result of this solicitation, performance of previous work orders issued, and expertise and experience to assume new work orders to be assigned. The Successful Proposer shall provide one or more of the following services, among others, in an on -going and as -needed basis with respect to various project sites to be identified by the City. Further details concerning the Scope of Services will be detailed in the ensuing Agreement/s, and will be further specified and clarified in Work Order Proposals solicited as project sites are identified. It is anticipated that the Proposer's team will consist of the following disciplines: • Project Manager The Project Manager shall be responsible for execution and compliance of projects. • Civil Engineering The Successful Proposer(s) will be required to provide: • Roadway reconstruction or resurfacing • Drainage improvements; storm water management • Sea level rise and resilience • Swale restoration • Curbs, gutters, sidewalks, and lighting improvements • Landscaping • Traffic calming devices; seawalls and baywalks • Signage and striping • Verification of City's Pavement Analysis Report within the Project area • Digital recording of existing conditions in the Project area • Completing any survey, geotechnical, and utility coordination required to produce complete sets of signed and sealed construction documents, specifications and estimate of probable construction costs • Project management of multi -scale civil engineering planning and design projects, and oversight of the work of other consultants Miscellaneous Engineering Services 27 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 • Structural Engineering The Successful Proposer(s) will be required to provide: • Building construction, renovations, modifications, and alteration design specifications • Structural analysis and engineering design • Marine structural engineering (seawall, marinas, and piers) • Feasibility studies and assessments • Strength of materials analysis • Steelwork/aluminum design • Timber design • Foundation engineering • Concrete design • Forensic engineering • Materials engineering • 40-year Certification Reports for existing facilities • Project management of multi -scale structural engineering planning and design projects, including management, coordination, and oversight of the work of other consultants • Environmental Engineering The Successful Proposer(s) will be required to provide: • Environmental Engineering (as it relates to Asbestos, Lead -Based Paint and mitigation of hazardous chemicals and related materials) • Environmental compliance audits (i.e., in accordance with ISO 14001) • Environmental Site Assessments (including a Phase I and Phase II) • Site surveying, field sample collection and analysis such as soil, water • Hazardous material investigations • Air monitoring analysis and reporting during construction activities • Implementation/installation of multi -phase treatment systems and associated monitoring equipment • Complex environmental restoration and rehabilitation • Contamination assessment, remedial action plan design and implementation source removal and reporting • Post remedial and monitoring services • Operations and maintenance (O&M) programs • Best management practices and regulatory liaison activities • Asbestos and Mold mitigation and abatement activities • Obtaining approval of all required and applicable permits • Advising the City regarding methods of work and sequences of operations for environmental engineering projects • Project Management of multi -scale environmental engineering planning and design projects, including management, coordination, and oversight of the work of other consultants • Marine and Coastal Engineering The Successful Proposer(s) will be required to provide: • Marine and Coastal Engineering • Environmental Engineering (as it relates to Marine and Coastal Engineering work) • Biological and environmental assessments of coastal areas • Bathometric and upland surveys, geotechnical • Project management of multi -scale Engineering planning and design projects, including management, coordination, and oversight of the work of other consultants. • Mechanical, Electrical, and Plumbing (MEP) Engineering The Successful Proposer(s) will be required to provide: • Services shall support new construction, remodeling/renovation, and building assessment of community centers, fire stations, marinas, aquatic facilities, parks facilities, and public safety facilities for governmental, institutional, or recreational projects • Surveying existing sites, when as -built drawings are not available • Designing service requirements for premises Miscellaneous Engineering Services 28 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 • Producing construction drawings and documents, including specifications and supplementary documents necessary for the execution and completion of projects • Developing plans for mechanical, electrical, lighting, Heating, Ventilation and Air Conditioning (HVAC), generators, fire detection/fighting and plumbing and pipe systems • Selecting and specifying equipment, materials, finishes, fixtures, fittings, and accessories • Supplying information, drawings, and documents, pertaining to the project to other Consultants/Lead Consultant and Contractors for the execution of projects • 40-year Certification Reports for existing facilities • Permitting process support • Checking and verifying Contractors' and Suppliers' billing in accordance with the quantities installed and/or material delivered • Conducting Top Supervision, or Continuous Supervision if required as additional Scope of Work, including issuing instructions to Contractors to ensure that projects are completed in accordance with the specifications • Project management of multi -scale MEP engineering planning and design projects, including management, coordination, and oversight of the work of other consultants. • Surveying and Mapping Services The Successful Proposer(s) will be required to provide: • Photogrammetry • Boundary surveys • As -built drawings • Preparation of legal descriptions for public right-of-way acquisitions • Preparation of plats and maps • Certification of tentative and final plats for compliance to City Code, Miami -Dade County Code and State of Florida statutory requirements • Establishment of vertical project network controls • Establishment of alignment and right-of-way lines • Topographic surveys • Construction layouts • Drainage surveys • Designation and location of underground utilities • Utility coordination • Water boundary surveys • Construction Engineering and Inspection Services (CEI Services) The Successful Proposer(s) will be required to provide: • Engineering and other technical personnel to the City to provide CEI Services for the administration of Projects as assigned by the City • Provide all necessary vehicles, equipment (including field testing equipment), and personnel to perform the Services required under the proposed Agreement • Proof of licenses will be required for testing equipment and the personnel operating the testing equipment • Proof of licenses will need to be furnished to the City upon request • Perform CEI in accordance with all applicable laws and building regulations, including, but not limited to, the City of Miami Public Works Specifications and Design Standards, Miami - Dade County standards, and Division II and III of the FDOT Standard Specifications for Road and Bridge Construction dated 2013 (including all supplemental specifications current at the time of bidding), and all other requirements set forth in the proposed Agreement • Coordinate the activities of all parties involved in completing the project. Coordination includes, but is not limited to: • Maintaining records of all activities and events relating to the project • Providing verification of Quality Control tests • Documenting all significant project changes • Checking for errors and omission, and interpreting plans, specifications, and contractual requirements • Assisting in claims and dispute resolution • Public information services • Managing pre -construction and construction progress meetings, and preparing and disseminating meeting minutes Miscellaneous Engineering Services 29 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 • Sampling, Inspections and Testing: Levels of testing will be defined in the project specifications and in accordance with the American Society for Testing and Materials, Underwriter Laboratories and/or other applicable industry standards • Stored material/equipment review • Project photo and video documentation • Record Drawing review • Maintain progressive list of items requiring correction • Notification of accident, damage, or injury • Review and Response of resident complaints • Coordination, review, and Response of RFIs, field directives, and change Response requests • Change order management • Pay application review • Substantial completion inspection • Final completion and inspection • Project close-out A1.02 WORK ORDERS When OCI has determined that the Project is to proceed, the Director or authorized designee will request in writing a Work Order Proposal from the Consultant based on the proposed Scope of Services provided to the Consultant in writing by the Director or designee. The Consultant and Director or designee, and others, if appropriate, may have preliminary meetings, if warranted, to further define the Scope of Services and to resolve any questions. The Consultant shall then prepare a Work Order Proposal following the format provided by the City, indicating the proposed Scope of Services, time of performance, staffing, proposed fees, Subconsultants, and deliverable items and/or documents. The Director or designee may accept the Work Order Proposal as submitted, reject the Work Order Proposal, or negotiate revisions to the Work Order Proposal. Upon acceptance of a Work Order Proposal, OCI will prepare a Work Order that will be reviewed by OCI staff and the Director or designee. Upon approval, OCI will issue a written Notice to Proceed (NTP) subsequent to approval of the Work Order by the Director or designee. A1.03 PAYMENTS The City will pay the Consultant in accordance with provisions and limitations of Attachment B, Compensation and Payments. No payment will be made for the Consultant's time or services in connection with the preparation of any Work Order Proposal or for any Work done in the absence of an executed Work Order, NTP and/or Purchase Order. ARTICLE A2 BASIC SERVICES Consultant agrees to provide complete engineering services as set forth in the tasks enumerated hereinafter, in accordance with the Florida Building Code, latest edition, all federal, state, county and City of Miami, Florida, Laws, Codes and Ordinances. Consultant shall maintain an adequate staff of qualified personnel on the Work at all times to ensure its performance as specified in this Agreement. Consultant shall submit one (1) electronic set of all documents and seven (7) copies of documents required under Article A2, without additional charge, for review and approval by the City. Consultant shall not proceed with the next task of the Work until the documents have been approved, in writing, by City, and an Authorization to Proceed with the next task has been issued by City. Consultant is solely responsible for the technical accuracy and quality of their Work. Consultant shall perform all Work in compliance with Chapter 471 of the Florida Statutes and Rules 61G15-18 through 61 G15-37 of the Florida Administrative Code. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy and coordination of all design, drawings, specification, and other Services furnished by the Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services. Miscellaneous Engineering Services 30 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A2.01 DEVELOPMENT OF OBJECTIVES A2.01-1 Consultant shall confer with representatives from the City, the Project Manager, and other jurisdictional agencies to develop several options for how the various elements of the project will be designed and constructed. A2.01-2 Consultant shall, utilizing a compilation of available documentation, confer with representatives from the City, the Project Manager, and other jurisdictional agencies in order to comprehensively identify aspects of the completed facility program that may require further refinement to attain the requisite detail of design development required to begin the creation of Construction Documents. For clarity of scope, the items that need further development will be called Conceptual and the remaining items will be called Designs. A2.01-3 Consultant shall prepare written descriptions of the various options and shall participate in presentations to multiple groups explaining alternative options. Sufficient detail shall be provided to support the presentation materials. A2.01-4 The Consultant shall hire the appropriate subcontractor to provide surveying services which are not in-house. Such surveys shall include the location of all site structures including all utility structures and facilities. The Consultant shall also engage a soil testing firm to perform soil borings and other tests required for new construction work. The extent to which this work will be needed shall be based on the surveying and soil borings performed previously by the City. Cost of the surveyor and soil engineering firm shall be billed as reimbursable expenses. A2.02 SCHEMATIC DESIGN A2.02-1 Consultant shall prepare and present, in writing and at an oral presentation if requested, for approval by City, a Design Concept and Schematics Report, comprising Schematic Design Studies, including an identification of any special requirement affecting the Project, a Statement of Probable Construction Cost, Project Development Schedule and review of Constructability Review reports. A2.02-2 Schematic Design Studies consist of site plan(s), floor plans (where applicable), elevations, sections, and all other elements required by City or Project Manager to show the scale and relationship of the components and design concepts of the whole. The floor plans may be single -line diagrams. A simple perspective rendering, or sketch, model or photograph thereof may be provided to further show the design concept. A2.02-3 A Statement of Probable Construction Cost, prepared in Construction Standard Index (CSI) format, to include a summary of the estimated project cost and an evaluation of funding allocation. Such summary shall be in sufficient detail to identify the costs of each element and include a breakdown of the fees, general conditions and construction contingency. Such evaluation shall comprise a brief description of the basis for estimated costs per each element and similar project unit costs. Costs shall be adjusted to the projected bid date. Recommendations for reducing the scope of the Project in order to bring the estimated costs within allocated funds, in the event that the statement of Probable Construction Costs exceeds allocated funds, Consultant shall update its documentation, at no additional cost to the City, to reflect this reduced scope. Any "Statement of Probable Construction Costs" prepared by Consultant represents a reasonable estimate of cost in Consultant's best judgment as a professional familiar with the local construction industry. A2.02-4 The Project Development Schedule shall show the proposed completion date of each task of the Project through design, bidding, and post design services. A2.02-5 Constructability Review reports shall be conducted by the City and/or its consultants at design stages deemed necessary by the Project Manager. The Consultant shall provide five additional deliverable plan sets for distribution, by the City, to others for this purpose. There shall be an established deadline for review report submission back to the City. The Consultant shall provide written responses to all comments within two weeks and shall maintain files of all related review reports and response reports. If necessary, the City may coordinate Constructability Review meetings with some or all the reviewers with the Consultant present to discuss specific issues. In addition to the Constructability Review process mentioned above, the City reserves the right to conduct a Peer Review of the project documents at any design stage. Cost of such a Peer Review would be borne by the City. Any findings as a result of said Peer Review would be addressed by the Consultant, and if requested by the City, would be incorporated into the design documents, at no additional cost to the City and no extension of time to the schedule. Miscellaneous Engineering Services 31 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A2.03 DESIGN DEVELOPMENT From the approved Schematic Design documents, Consultant shall prepare and present in writing, and at oral presentations, if requested, for approval by City, separate Design Development Documents, updated Project Development Schedules, updated Statements of Probable Construction Costs, and a review of Constructability Review reports. A2.03-1 The Design Development Documents shall consist of drawings (site plans, floor plans, elevations, sections), outline specifications, and other documents. A2.03-2 Design Development consists of continued development and expansion of architectural and/or civil Schematic Design Documents to establish the final scope, relationships, forms, size, and appearance of each element through: • Plan sections and elevations • Typical construction details • Final materials selection • Construction phasing plan A2.03-3 The updated Development Schedules shall show the proposed completion dates of each milestone of each Project through design, bidding, construction and proposed date of occupancy. Consultant will also detail all long lead procurement items and architecturally significant equipment that will need to be purchased prior to the completion of Construction Documents. A2.03-4 Provide updated Statements of Probable Construction Cost. If either statement of Probable Construction Cost exceeds allocated funds, Consultant shall prepare recommendations for reducing the scope of that particular Project in order to bring the estimated costs within allocated funds. Consultant shall update its documentation, at no additional cost to the City, to reflect this reduced scope. A2.03-5 Constructability Review reports. A2.04 CONSTRUCTION DOCUMENTS From the approved Design Development Documents, Consultant shall prepare for written approval by City, Final Construction Documents setting forth all design drawings and specifications needed to comprise a fully biddable, permittable, constructible Project. Consultant shall produce 30%, 60%, 90% and Final Construction Documents for review and approval by City, which shall include the following: • A Drawing Cover Sheet listing an index of all number of drawings by each discipline. Drawings not included in the 30%, 60%, 90% and Final review shall be noted. Consultant shall attach an index of all anticipated drawing sheets necessary to fully define the Project. • The updated Project Development Schedule to include an outline of major construction milestone activities and the recommended construction duration period in calendar days. • An updated Statement of Probable Construction Cost in CSI format. • Consultant may also be authorized to include in the Construction Documents approved additive and/or deductive alternate bid items, to permit City to award a Construction Contract within the limit of the budgeted amount. • A Project Specifications index and Project Manual with at least 30%, 60%, 90% and Final of the Specifications completed. Documents submittal shall also include all sections of Divisions "0" and "1". • Consultant shall include, and will be paid for, City -requested alternates outside of the established Project scope or that are not constructed due to a lack of funds. No fee will be paid by City in connection with alternates required by the failure of Consultant to design the Project within the Fixed Limit of Construction Cost. • Consultant shall not proceed with further construction document development until approval of the 30% documents is received in writing from City. Approval by City shall be for progress only and does not relieve Consultant of its responsibilities and liabilities relative to code compliance and to other covenants contained in this Agreement. Consultant shall resolve all questions indicated on the documents and make all changes to the documents necessary in response to the review commentary. The 30% Documents review (check) set shall be returned to City upon submission of 60% complete Construction Documents and Consultant shall provide an appropriate response to all review comments noted on these previously submitted Miscellaneous Engineering Services 32 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 documents. Of the seven (7) copies to be provided, the Consultant shall submit four (4) full size copies of the drawings and specifications, and one digital copy in .pdf format. A2.04-1 Maximum Cost Limit: Prior to authorizing the Consultant to proceed with preparation of Construction Document Development, the City shall establish and communicate to the Consultant, a maximum sum for the cost of construction of the Project ("Maximum Cost Limit"). If the City has not advertised for bids within ninety (90) days after the Consultant submits the Final Design to the City, the estimate of the cost of construction shall be adjusted by Consultant. Notwithstanding anything above to the contrary, the City may require the Consultant to revise and modify Construction Documents and assist in the re -bidding of the Work at no additional cost or fee to the City if all responsive and responsible bids received exceed ten (10%) percent of the Maximum Cost Limit. A2.04-2 Dry Run Permitting: The Consultant shall file and follow-up for approval of building permits at the earliest practicable time during the performance of the Work, for approval by City, County, State and/or Federal authorities having jurisdiction over the Project by law or contract with the City, and shall assist in obtaining any such applicable certifications of permit approval by such authorities prior to approval by CITP of the final set and printing of the Construction Documents. The Consultant shall promptly, at any time during the performance of the Work hereunder, advise the City of any substantial increases in costs set forth in the Statement of Probable Construction Cost that in the opinion of the Consultant is caused by the requirement(s) of such. Upon completion of dry run permitting, Consultant shall provide as part of the seven (7) copies to be submitted, five (5) full size sealed copies of the drawings and specifications. Consultant shall also provide digital versions of the drawings in .dwg, plt, and .pdf formats. The specification additional terms and conditions shall be provided in both .pdf and .doc formats" A2.05 BIDDING AND AWARD OF CONTRACT A2.05-1 Bid Documents Approvals and Printing: Upon obtaining all necessary approvals of the Construction Documents, from authorities having jurisdiction, acceptance by the City of the 100% Construction Documents and latest Statement of Probable Construction Cost, the Consultant shall assist the City in obtaining bids, preparing and awarding the construction contract. The City, for bidding purposes, will have the bid documents printed, or, at its own discretion, may authorize such printing as a reimbursable service to the Consultant. A2.05-2 Issuance of Bid Documents, Addenda and Bid Opening • The City shall issue the Bid Documents to prospective bidders and keep a complete List of Bidders. • The Consultant shall assist the City in the preparation of responses to questions if any are required during the bidding period. All addendum or clarifications, or responses shall be issued by the City. • The Consultant shall prepare revised plans, if any are required, for the City to issue to all prospective bidders. • The City will schedule a "Pre -Bid Meeting" on an as needed basis, for the Project. The Consultant shall attend all any pre -bid meeting(s) and require attendance of Subconsultants at such meetings. • The Consultant will be present at the bid opening, if requested by the City. A2.05-3 Bid Evaluation and Award: The Consultant shall assist the City in evaluation of bids, determining the responsiveness of bids and the preparation of documents for Award of a contract. If the lowest responsive Base Bid received exceeds the Total Allocated Funds for Construction, the City may: • Approve an increase in the Project cost and award a Contract; • Reject all bids and re -bid the Project within a reasonable time with no change in the Project or additional compensation to the Consultant; • Direct the Consultant to revise the scope and/or quality of construction and rebid the Project. The Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost based on such revisions within the Total Authorized Construction Budget. The City may exercise such option where the bid price exceeds 10% of the Fixed Construction Budget provided to the Consultant and as may be modified by the City and the Consultant prior to soliciting bids. • Suspend, cancel, or abandon the Project. Miscellaneous Engineering Services 33 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 NOTE: Regarding scope revisions, the Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the budgeted amount. A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT A2.06-1 The Construction Phase will begin with the award of the construction contract and will end when the Consultant has provided to the City all post construction documents, including Contractor As - Built drawings, the Consultant's record drawings, warrantees, guarantees, operational manuals, and Certificate(s) of Occupancy have been delivered to the City and the City approves the final payment to the Consultant. During this period, the Consultant shall provide administration of the construction contract as provided by this Agreement, and as provided by law. A2.06-2 The Consultant, as the representative of the City during the Construction Phase, shall advise and consult with the City and shall have the authority to act on behalf of the City to the extent provided in the General Conditions and the Supplementary Conditions of the construction contract and their Agreement with the City. A2.06-3 The Consultant and respective Subconsultants shall visit the site to conduct field observations, at a minimum on a weekly basis, and at all key construction events; to ascertain the progress of the Project and shall visit the site as appropriate to conduct field inspections to ascertain the progress of the Project and determine, in general, if the Work is proceeding in accordance with the Contract Documents. The Consultant shall provide any site visits necessary for certification if required by the authorities having jurisdiction. Threshold inspection shall be provided by the Consultant at no additional cost to the City. The Consultant shall report on the progress the Work, including any defects and deficiencies that may be observed in the Work. The Consultant and/or Subconsultants will not be required to make extensive inspections or provide continuous daily on -site inspections to check the quality or quantity of the Work unless otherwise set forth in this Agreement. The Consultant will be responsible for writing minutes of all meetings and field inspections report it is asked to attend, as well as the distribution of the minutes. The Consultant and Subconsultants will not be held responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work. The Consultant and his/her Subconsultants will not be held responsible for the Contractor's or subcontractors', or any of their agents' or employees' failure to perform the work in accordance with the contract unless such failure of performance results from the Consultant's acts or omissions. A2.06-4 The Consultant shall furnish the City with a written report of all observations of the Work made by the Consultant and require all Subconsultants to do same during each visit to the Project. The Consultant shall also note the general status and progress of the Work, on forms furnished by the City, and shall submit them in a timely manner. The Consultant and the Subconsultants shall ascertain that the Work is acceptable to the City. The Consultant shall assist the City in ensuring that the Contractor is making timely, accurate, and complete notations on the "as -built" drawings. Copies of the field reports shall be attached to the monthly Professional Services payment request for construction administration services. The Consultant's failure to provide written reports of all site visits or minutes of meeting shall result in the rejection of payment requests and may result in a proportional reduction in Construction Administration fees paid to the Consultant. A2.06-5 • Based on observations at the site and consultation with the City, the Consultant shall determine the amount due the Contractor based on the pay for performance milestones and shall recommend approval of such amount as appropriate. This recommendation shall constitute a representation by the Consultant to the City that, to the best of the Consultant's knowledge, information and belief, the Work has progressed to the point indicated and that, the quality of the Work is in accordance with the contract and the Contractor is entitled to amount stated on the requisition subject to; • A detailed evaluation of the Work for conformance with the contract upon substantial completion; • The results of any subsequent tests required by the contract; • Minor deviations from the contract correctable prior to completion; • Any specific qualifications stated in the payment certificate and further that the Contractor is entitled to payment in the amount agreed upon at a requisition site meeting or as stated on the requisition. Miscellaneous Engineering Services 34 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Prior to recommending payment to the Contractor, the Consultant will prepare a written statement to the City on the status of the Work relative to the Construction Schedule, which shall be attached to the Contractor's Requisition. Such statement shall be prepared immediately following the requisition field meeting and shall not be cause for delay in timely payment to the Contractor. By recommending approval of a Payment Certificate, the Consultant shall not be deemed to represent that the Consultant has made any examination to ascertain how and for what purpose the Contractor has used money paid on account of the Construction Contract Sum. A2.06-6 The Consultant shall be the interpreter of the requirements of the Contract Documents and the judge of the performance there under. The Consultant shall render interpretations necessary for the proper execution or progress of the Work upon written request of either the City or the Contractor, and shall render written decisions, within maximum of ten (10) calendar days, on all claims, disputes, and other matters in question between the City and the Contractor relating to the execution or progress of the Work. Interpretations and decisions of the Consultant shall be consistent with the intent of and reasonably inferable from, the Contract Documents and shall be in written or graphic form. A2.06-7 The Consultant shall have the authority to recommend rejection of Work, which does not conform to the Contract Documents. Whenever, in his/her reasonable opinion, the Consultant considers it necessary or advisable to ensure compliance with the Contract Documents, the Consultant will have the authority to recommend special inspection or testing of any Work deemed to be not in accordance with the Contract, whether or not such Work has been fabricated and/or delivered to the Project or installed and completed. A2.06-8 The Consultant shall promptly review and approve, reject, or take action on shop drawings, samples, RFIs and other submissions of the Contractor. Changes or substitutions to the Contract Documents shall not be authorized without concurrence of the City's Project Manager and/or Director of Capital Improvements. The Consultant shall have a maximum of ten (10) calendar days from receipt of shop drawings, samples, RFI's or other submittals by the Contractor, to return the shop drawings or submittals to the Contractor with comments indicating either approval or disapproval. The Consultant shall provide the Contractor with a detailed written explanation as to the basis for rejection. Consultant shall have five (5) calendar days to review contractor payment applications to ensure the City complies with Florida Statute §218.70. A2.06-9 The Consultant shall initiate and prepare required documentation for changes as required by the Consultants own observations or as requested by the City and shall review and recommend action on proposed changes. Where the Contractor submits a request for Change Order or Change Proposal request, the Consultant shall, within ten (10) calendar days, review and submit to the City, his/her recommendation, or proposed action along with an analysis and/or study supporting such recommendation. A2.06-10 The Consultant shall examine the Work upon receipt of the Contractor's request for substantial completion inspection of the Project and shall, prior to occupancy by the City, recommend execution of a "Certificate of Acceptance for Substantial Completion after first ascertaining that the Project is substantially complete in accordance with the contract requirements. The Consultant shall in conjunction with representatives of the City and the Contractor prepare a punch list of any defects and discrepancies in the Work required to be corrected by the Contractor in accordance with Section 218.735, Florida Statutes. Upon satisfactory completion of the punch list the Consultant shall recommend execution of a "Certificate of Final Acceptance" and final payment to the Contractor. The Consultant shall obtain from the Contractor upon satisfactory completion of all items on the punch list all necessary closeout documentation from the Contractor, including but not limited to all guarantees, operating and maintenance manuals for equipment, releases of liens/claims and such other documents and certificates as may be required by applicable codes, law, and the contract, and deliver them to the City before final acceptance shall be issued to the Contractor. A2.06-11 The Consultant shall monitor and provide assistance in obtaining the Contractor's compliance with its contract relative to 1) initial instruction of City's personnel in the operation and maintenance of any equipment or system, 2) initial start-up and testing, adjusting, and balancing of equipment and systems and 3) final clean-up of the Project to assure a smooth transition from construction to occupancy by the City. A2.06-12 The Consultant shall furnish to the City the original documents, including drawings, revised to "as -built" conditions based on information furnished by the Contractor; survey, and specific condition. In preparing the "as -built" documents the Consultant shall rely on the accuracy of the information provided by the Contractor, including the Contractor's record drawings. Any certifications required Miscellaneous Engineering Services 35 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 under this Agreement including the contents of "as -built" documents are conditioned upon the accuracy of the information and documents provided by the construction contractor. Transfer of changes made by "Change Authorization", "Change Order", "Request for Information", substitution approvals, or other clarifications will be the Consultant's responsibility to incorporate into the "as -built" and record documents. Changes made in the field to suit field conditions, or otherwise made by the Contractor for its convenience shall be marked by the Contractor on the "Field Record Set" and transferred to the original contract documents by the Consultant. The original documents as well as the "Field Record Set" shall become the property of the City. A reproducible set of all other final documents will be furnished to the City free of charge by the Consultant. A2.06-13 The Consultant shall review the Contractor's "as built" drawings and submit them to the City upon approval by the Consultant. The Contractor is responsible for preparing the "as built" drawings. A2.06-14 The Consultant shall furnish to the City a simplified site plan and floor plan(s) reflecting "as -built" conditions with graphic scale and north arrow. Plans must show room names, room numbers, overall dimensions, square footage of each floor and all fonts used in the drawings. Two sets of drawings shall be furnished on 24" x 36" sheets and one electronic copy. A2.06-15 The Consultant shall assist the City in the completion of the Contractor's performance evaluation during construction work and upon final completion of the Project. A2.07 TIME FRAMES FOR COMPLETION Time frames for completion of the several steps required to complete any given assignment, from Development of Objectives through and including Construction Contract Administration, will be determined at the time each Work Order is assigned to the Consultant by the City. ARTICLE A3 ADDITIONAL SERVICES A3.01 GENERAL Services categorized below as "Additional Services" may be specified and authorized by City and are normally considered to be beyond the scope of the Basic Services. Additional Services shall either be identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager and will be compensated for as provided in Attachment B, Article B3.05, Fees for Additional Services. A3.02 EXAMPLES Except as may be specified in Schedule A herein, Additional Services may include, but are not limited to the following: A3.02-1 Appraisals: Investigation and creation of detailed appraisals and valuations of existing facilities, and surveys or inventories in connection with construction performed by City. A3.02-2 Specialty Design: Any additional special professional services not included in the Scope of Work. A3.02-3 Pre -Design Surveys & Testing: Environmental investigations, site evaluations, or comparative studies of prospective sites. Surveys of the existing structure required to complete as -built documentation are not additional services. A3.02-4 Extended Testing & Training: Extended assistance beyond that provided under Basic Services for the initial start-up, testing, adjusting, and balancing of any equipment or system; extended training of City's personnel in operation and maintenance of equipment and systems, and consultation during such training; and preparation of operating and maintenance manuals, other than those provided by the Contractor, sub -contractor, or equipment manufacturer. A3.02-5 Major Revisions: Making major revisions to drawings and specifications resulting in or from a change in Scope of Work, when such revisions are inconsistent with written approvals or instructions previously given by City and are due to causes beyond the control of Consultant (Major revisions are defined as those changing the Scope of Work and arrangement of spaces and/or scheme and/or any significant portion thereof). A3.02-6 Expert Witness: Preparing to serve or serving as an expert witness in connection with any mediation, arbitration, or legal proceeding, providing, however, that Consultant cannot testify against City in any proceeding during the course of this Agreement. A3.02-7 Miscellaneous: Any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural/engineering practice related to construction. Miscellaneous Engineering Services 36 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A3.03 ADDITIONAL DESIGN The City may, at its option, elect to proceed with additional services relating to the Project. ARTICLE A4 REIMBURSABLE EXPENSES A4.01 GENERAL Reimbursable Expenses cover those services and items authorized by the City in addition to the Basic and Additional Services and consist of actual, direct expenditures made by the Consultant and the Subconsultant for the purposes listed below. Transportation, travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. A4.01-1 Communications Expenses: Identifiable communication expenses approved by the Project Manager, long distance telephone, courier, and express mail between the Consultant's various permanent offices and Subconsultants. The Consultant's field office at the Project site is not considered a permanent office. Cell phones will not be considered as reimbursable expenses under this agreement. A4.01-2 Reproduction, Photography: Cost of printing, reproduction, or photography, beyond that which is required by or of the Consultant's part of the work, set forth in this Agreement. A4.01-3 Geotechnical Investigation: Identifiable Soil Borings and Reports and testing costs approved by the Project Manager. A4.01-4 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the Consultant. A4.01-5 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project Manager. A4.01-6 Other: Items not indicated in Article A4, Reimbursable Expenses, when authorized by the Project Manager. A4.02 SUBCONSULTANT REIMBURSEMENTS Reimbursable Subconsultant expenses are limited to the items described above when the Subconsultant's agreement provides for reimbursable expenses and when such agreement has been previously approved, in writing, by the Director and subject to all budgetary limitations of the City and requirements of this Agreement. ARTICLE A5 CITY'S RESPONSIBILITIES A5.01 PROJECT AND SITE INFORMATION City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant with the information described below, or, if not readily available, may authorize Consultant to provide such information as an Additional Service, eligible as a Reimbursable Expense. A5.01-1 Surveys: Complete and accurate surveys of building sites, giving boundary dimensions, locations of existing structures, the grades and lines of street, pavement, and adjoining properties; the rights, restrictions, easements, boundaries, and topographic data of a building site, and existing utilities information regarding sewer, water, gas, telephone and/or electrical services. A5.01-2 Soil Borings, Geotechnical Testing: Soil borings or test pits; chemical, mechanical, structural, or other tests when deemed necessary; and, if required, an appropriate professional interpretation thereof and recommendations. Consultant shall recommend necessary tests to City. A5.01-3 General Project Information: Information regarding Project Budget, City and State procedures, guidelines, forms, formats, and assistance required establishing a program pursuant to Article A2.02, Schematic Design. A5.01-4 Existing Drawings: Drawings representing as -built conditions at the time of original construction, subject to as -built availability. However, such drawings, if provided, are not warranted to represent conditions as of the date of receipt. Consultant must still perform field investigations as necessary in accordance with Article A2.01, Development of Objectives, to obtain sufficient information to perform its services. Investigative services in excess of "Normal Requirements," as defined, must be authorized in advance. A5.01-5 Reliability: The services, information, surveys and reports described in Articles A5.01-1 through A5.01-4 above, shall be furnished at City's expense, and Consultant shall be entitled to rely upon the accuracy and completeness thereof, provided Consultant has reviewed all such Miscellaneous Engineering Services 37 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 information to determine if additional information and/or testing is required to properly design the Project. A5.02 CONSTRUCTION MANAGEMENT A5.02-1 During construction, Consultant and the Project Manager shall assume the responsibilities described in the general conditions and supplementary conditions of the construction contract relating to review and approval of the construction work by the Contractor. A5.02-2 If City observes or otherwise becomes aware of any fault or defective Work in the Project, or other nonconformance with the contract during construction, City shall give prompt notice thereof to Consultant. END OF SECTION REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Miscellaneous Engineering Services 38 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT A SCHEDULE Al - SUBCONSULTANTS FIRM NAME CONSULTING FIELD Basulto & Associates, Inc. MEP Engineering Botas Engineering, Inc. Structural Engineering Cummins Cederberg, Inc. Marine & Coastal Engineering E-Sciences, Inc. Environmental Engineering EV Services, Inc. Public Outreach GCES Engineering Services, Inc. Geotechnical Services Hadonne Corp. Surveying & Mapping Services Savino & Miller Design Studio, PA Landscape Architecture SCHEDULE A2 - KEY STAFF NAME JOB CLASSIFICATION Enrique Crooks Principal -In -Charge Michael Adeife, PE Project Manager Huntley Higgins, PE Lead Engineer Evelyn Rodriguez, PE Sr. Civil Engineer Rene Basulto, PE Sr. MEP Engineer Jenner Alfaro, PE Sr. Construction Engineering & Inspection Patricia Botas, PE Sr. Structural Engineer Nadia Locke, PE Sr. Environmental Engineer Jason Cummins, PE Sr. Marine & Coastal Engineer Abraham Hadad, PSM Sr. Surveying and Mapping Engineer Miscellaneous Engineering Services 39 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B - COMPENSATION AND PAYMENTS ARTICLE B1 METHOD OF COMPENSATION The fees for Professional Services for each Work Order shall be determined by one of the following methods or a combination thereof, at the option of the Director or designee, with the consent of the Consultant. a) A Lump Sum as defined in Article B3.01, Lump Sum. b) An Hourly Rate as defined in Article B3.02, Hourly Rate Fees, and at the rates set forth pursuant to the same. B1.01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant payable by the City under this Agreement shall be limited to the amount specified in Article 2.05-1 Compensation Limits, as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise may be alleged or claimed by the Consultant, beyond the cumulative amount provided herein, except where specifically approved in accordance with the City Code by the City Manager or City Commission as applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement. B1.02 CONSULTANT NOT TO EXCEED Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or percentage amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the City shall have no liability or responsibility for paying any amount of such excess, which will be at the Consultant's own cost and expense. ARTICLE B2 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the averages of the certified Wage Rates that have been received and approved by the Director. The averages of said certified Wage Rates are summarized in Schedule B1 - Wage Rates Summary incorporated herein by reference. Said Wage Rates are the effective direct hourly rates, as approved by the City, of the Consultant and Subconsultant employees in the specified professions and job categories that are to be utilized to provide the services under this Agreement, regardless of manner of compensation. B2.02 EMPLOYEES AND JOB CLASSIFICATIONS Schedule B1 - Wages Rates Summary identifies the professions, job categories and/or employees expected to be used during the term of this Agreement. These include architects, engineers, landscape architects, professional interns, designers, CADD technicians, project managers, GIS and environmental specialists, specification writers, clerical/administrative support, and others engaged in the Work. In determining compensation for a given Scope of Work, the City reserves the right to recommend the use of the Consultant employees at particular Wage Rate levels. B2.03 MULTIPLIER For Work assigned under this Agreement, a maximum multiplier of 2.9 for home office and 2.4 for field office shall apply to Consultant's hourly Wage Rates in calculating compensation payable by the City. Said multiplier is intended to cover the Consultant employee benefits and the Consultant's profit and overhead, including, without limitation, office rent, local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, stenographic, administrative, and clerical support, other employee time or travel and subsistence not directly related to a project. B2.04 CALCULATION Said Wage Rates are to be utilized by the Consultant in calculating compensation payable for specific assignments and Work Orders as requested by the City. The Consultant shall identify job classifications, available staff, and projected man-hours required for the proper completion of tasks and/or groups of tasks, milestones, and deliverables identified under the Scope of Work as exemplified in Schedule B1 - Wage Rates Summary. B2.05 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by the City shall, via the Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g., sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance, and unemployment Miscellaneous Engineering Services 40 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 benefits), and an overhead factor. Failure to comply with this section shall be cause for termination of this Agreement. B2.06 ESCALATION There shall be no escalation clause as part of this Agreement. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM Compensation for a Scope of Work can be a Lump Sum and must be mutually agreed upon in writing by the City and the Consultant and stated in a Work Order. Lump Sum compensation is the preferred method of compensation. B3.01-1 Lump Sum: Shall be the total amount of compensation where all aspects of Work are clearly defined, quantified and calculated. B3.01-2 Modifications to Lump Sum: If the City authorizes a substantial or material change in the Scope of Services, the Lump Sum compensation for that portion of the Services may be equitably and proportionately adjusted by mutual consent of the Director or designee and Consultant, subject to such additional approvals as may be required by legislation or ordinance. B3.01-3 Lump Sum Compensation: Compensation shall be calculated by Consultant, utilizing the Wage Rates established herein including multiplier, and reimbursable expenses. Prior to issuing a Work Order, the City may require Consultant, to verify or justify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Attachment A, Schedule A2 - Key Staff. B3.02 HOURLY RATE FEES B3.02-1 Hourly Rate Fees: Hourly Rate Fees shall be those rates for Consultant and Subconsultant employees identified in Schedule B1. All hourly rate fees will include a maximum not to exceed figure, inclusive of all costs expressed in the contract documents. The City shall have no liability for any fee, cost, or expense above this figure. B3.02-2 Conditions for Use: Hourly Rate Fees shall be used only in those instances where the parties agree that it is not possible to determine, define, quantify, and/or calculate the complete nature, and/or aspects, tasks, man-hours, or milestones for a Project or portion thereof at the time of Work Order issuance. Hourly Rate Fees may be utilized for Additional Work that is similarly indeterminate. In such cases, the City will establish an Allowance in the Work Order that shall serve as a Not to Exceed Fee for the Work to be performed on an Hourly Rate Basis. B3.03 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. All reimbursable services shall be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks. B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES The design of additive and deductive alternates contemplated as part of the original Scope for a Project as authorized by the Director will be considered as part of Basic Services. The design of additive and deductive alternates that are beyond the original Scope of Work and construction budget may be billed to the City as Additional Services. The fees for alternates will be calculated by one of the three methods outlined above, as mutually agreed by the Director and the Consultant. B3.05 FEES FOR ADDITIONAL SERVICES The Consultant may be authorized to perform Additional Services for which additional compensation and/or Reimbursable Expenses, as defined in this Agreement under Article A4 and B3.03 respectively, may be Miscellaneous Engineering Services 41 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets, which can be found on the City's Webpage at httos://www.miamigov.com/Government/Departments-Organizations/Office-of- Capital-I mprovements. The webpage also provides the procedures for completing these forms. Failure to use the forms or follow the procedures will result in the rejection of the Work Order Proposal. B3.05-1 Determination of Fee: The compensation for such services will be one of the methods described herein: mutually agreed upon Lump Sum or Hourly Rate with a Not to Exceed Limit. B3.05-2 Procedure and Compliance: An independent and detailed Notice to Proceed (NTP), and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The NTP will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultants' Competitive Negotiation Act, and other applicable laws. B3.05-3 Fee Limitations: Any authorized compensation for Additional Services, either professional fees or reimbursable expenses, shall not include additional charges for office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. For all reimbursable services and Subconsultant costs, the Consultant will apply the multiplier of one (1.0) times the amount expended by the Consultant. B3.06 PAYMENT EXCLUSIONS The Consultant shall not be compensated by the City for revisions and/or modifications to drawings and specifications, for extended construction administration, or for other work when such work is due to errors or omissions of the Consultant as determined by the City. B3.07 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the City for more than three months or terminated without any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized, performed prior to such suspension or termination, together with the cost of authorized reimbursable services and expenses then due, and all appropriate, applicable, and documented expenses resulting from such suspension or termination. If the Project is resumed after having been suspended for more than three months, the Consultant's further compensation shall be subject to renegotiations. ARTICLE B4 PAYMENTS TO THE CONSULTANT B4.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to services performed during each Phase of the Work. The Subconsultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form, which can be found at the end of this document. Failure to submit an invoice(s) within sixty (60) calendar days following the provision of Services contained in such invoice may be cause for a finding of default. Failure to use the City Form will result in rejection of the invoice. B4.02 FOR COMPREHENSIVE BASIC SERVICES For those Projects and Work Orders where comprehensive design services are stipulated, said payments shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. B4.03 BILLING — HOURLY RATE Invoices submitted by the Consultant shall be sufficiently detailed and accompanied by supporting documentation to allow for proper audit of expenditures. When services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to and incurred by the Subconsultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. Miscellaneous Engineering Services 42 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed. When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to or costs incurred by the Subconsultants engaged on the project or task. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.05 DEDUCTIONS No deductions shall be made from the Consultant's compensation on account of liquidated damages assessed against contractors or other sums withheld from payments to contractors. ARTICLE B5 REIMBURSABLE EXPENSES B5.01 GENERAL Reimbursable Expenses are those items authorized by the City outside of or in addition to the Scope of Work as identified in the Work Order (as Basic Services and/or Additional Services) and consist of actual expenditures made by the Consultant and the Consultants' employees, the Subconsultants, and the Specialty Subconsultants in the interest of the Work for the purposes identified below: B5.01-1 Transportation: Transportation shall not be considered as reimbursable expenses under this Agreement. B5.01-2 Travel and Per Diem: Travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. B5.01-3 Communication Expenses: Identifiable communication expenses approved by the Project Manager, long distance telephone, courier, and express mail between Consultant and Subconsultants. B5.01-4 Reproduction, Photography: Cost of printing, reproduction, or photography, beyond that which is required by or of the Consultant to deliver services, set forth in this Agreement. All reimbursable expenses must be accompanied by satisfactory documentation. B5.01-5 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the construction Contractor. B5.01-6 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project Manager. B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS Reimbursable Subconsultant's expenses are limited to the items described above when the Subconsultant agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the Director and subject to all budgetary limitations of the City and requirements of Article B5, Reimbursable Expenses, herein. ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS B6.01 GENERAL It is understood that all Consultant agreements and/or work Orders for new work will include the provision for the re -use of plans and specifications, including construction drawings, at the City's sole option, by virtue of signing this agreement they agree to a re -use in accordance with this provision without the necessity of further approvals, compensation, fees, or documents being required and without recourse for such re -use. END OF SECTION Miscellaneous Engineering Services 43 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B - COMPENSATION AND PAYMENTS SCHEDULE B1 - WAGE RATES SUMMARY JOB CLASSIFICATION NEGOTIATED HOURLY RATE ADJUSTED AVERAGE HOURLY RATE (2.9 Home Multiplier Applied) ADJUSTED AVERAGE HOURLY RATE (2.4 Field Multiplier Applied) Principal* $187.55 Project Manager $74.14 $215.01 $177.94 Lead Engineer $74.14 $215.01 $177.94 Sr. Civil Engineer $56.75 $164.58 $136.20 Sr. Structural Engineer $70.00 $203.00 $168.00 Sr. Environmental Engineer $62.50 $181.25 $150.00 Sr. Marine and Coastal Engineer $62.50 $181.25 $150.00 Sr. Mechanical, Electrical, and Plumbing (MEP) Engineer $65.00 $188.50 $156.00 Sr. Surveying and Mapping Services $51.00 $147.90 $122.40 Sr. Construction Engineering and Inspection (CEI) Engineer $72.76 $211.00 $174.62 Project Engineer $52.84 $153.24 $126.82 Designer $35.35 $102.52 $84.84 Engineer Intern $31.25 $90.63 $75.00 Inspector $33.25 $96.43 $79.80 Senior Landscape Architect $43.25 $125.43 $103.80 Landscape Architect $37.00 $107.30 $88.80 Miscellaneous Engineering Services 44 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 JOB CLASSIFICATION NEGOTIATED HOURLY RATE ADJUSTED AVERAGE HOURLY RATE (2.9 Home Multiplier Applied) ADJUSTED AVERAGE HOURLY RATE (2.4 Field Multiplier Applied) Landscape Designer/Planner $31.61 $91.67 $75.86 GIS Analyst $28.47 $82.56 $68.33 Senior Scientist $46.64 $135.26 $111.94 Project Scientist $33.96 $98.48 $81.50 Utility Coordinator $39.24 $113.80 $94.18 Senior Geotechnical Engineer $57.69 $167.30 $138.46 Senior Cad Technician $39.90 $115.71 $95.76 Cad Technician $27.72 $80.39 $66.53 Clerical $22.17 $64.29 $53.21 Sr. Project Surveyor $43.27 $125.48 $103.85 Survey Crew (3-person)* $1,046.00 (*) Flat rate, no multipliers applied. END OF SECTION REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Miscellaneous Engineering Services 45 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 BYRD ANTI -LOBBYING AMENDMENT, 31 U.S.C. § 1352 (As Amended) CERTIFICATION REGARDING LOBBYING The undersigned certifies, to the best of his/her knowledge, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officers or employee of Congress, or an employee or a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form, LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that II subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Contractor, EAC Consulting, Inc. certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31, U.S.C. § 3801 et seq., apply to this certification and disclosure, if any. Signature of Contractor/Contractor's Authorized Official 14, Name and Title of Contractor/Contractor's Authorized Official Marie Chong, CFO Date: June 21, 2021 127 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B - COMPENSATION AND PAYMENTS SCHEDULE B2 - CONSULTANT INVOICE CITY OFFICE OF CAPITAL CONSULTANT OF MIAMI IMPROVEMENTS STANDARD Purchase 30CI1 INVOICE Inc Mlmter: Invc GDats: Page: invoice Parted: Contrast No.: Contract Title: Prclad No.: Pro}ect fume: Order No.: Work. OTalar MG: To: ATTN: From: n c HoTC: Cate cif Miar^ Office Df Cad al Inlplaruemen% fOClj} 444 SW 2nd Avenue - 8th Floor Miami, FL33131 Vain-1 I0.DM Fralmr: Mo1Ih g, arm Te: MI:17I' Er], MCC Y4.'x I-.:..r.i J n'iLi reek parry. rare r. a Prrri(at a ti. inn iris trader Nvakwirweii.ct -WA 2. du Raw. is.o tit Plse-T L Esa. irrn.arb mrra ba grid Awe armorial haeklgAosrnenlalr &Anil cup Iti strriatrals. II u'.1_tL a. 11 Dia r dai gnaoaa 3ER4ICE CONTRACT AMOUNT Ya'xrIN.i c'ac TOTAL EARNED TO DATE PRE YID[13LY MYOICEn CURRENT INVOICE AMOUNT athematic Design ial3) $ - A. 1 $ - 4 - b - 5 S - - 5 - 5 - S - - 5 - S - 5 - - 5 - S S - 5 - 5 - - i - 5 - C alai Deudaprrrert?DD} S - 3016 Carn6udm Do-crmer{3D46 CO) .; - . - - 1 ; - ea% Gan U rdm Daclenaes E6056 CO) ; - - 3 - 9e% Gon trudnm Dxrmerft (9C91Ciii ; _ ; iDD% CanstrucGT: Cccome& 1101:116 CO) ,; - .i Dry Run Fer'11 . ; - . . 1 Elktinp or NW:Ilion Rasa e; - S ulsdM Cruon mrm asiraaICh} ; - f• - i s - _ - _ - - - 4 - 1 - S •4 _ - • _ - i _ - 4 - ; - i - 4 3 ; - 3 - - 4 - 1 Irma able Er seraes ; - 3 - 4 - 1. rlltlei ; - i . TItle1 ,; - S 3.1Tttlel ; _ 1 i PikitIcasi Eeryloes ; 3 - - - - - 4 - 4 - 1 _ry 4 4 1.I ] ; i Z Mlle) ; - i - 4 - 1 .. _ i - i- TOTAL PrlDr to Ilya Invoice Rama) Ing Coarhact Balance: - # - # - ; - Deaiiuirraa: Tahy Du: $ - TO BE CONFUTED BY CONSULTANT FIRM CERTIFED TRUE. AR13 CORRECT MT: 3UPPC9T1114. OOCU1aENT9 0FECeitJaT: Attisiler• Libor BTPtru bEra Irwiaaet Suw 1 Dora:rcrra ins. hWaa ConaLt4m Maus Rs r l Fhal Pamir! Lxuoohs dddtir.ii Ertios Aatr hikes r3 r11..es! Frineroll i sr F.tirrra are TIN pt Ford! 1 CITY OFt1IAMAPPROVAL: ARE;. TO BE COAPLErED BY CITY Of MLAN DATE 6/014AMLIr1E Date Receraci IP: _PROJECT MANAGER CHEF PROJECT MMNA€3ER Jorge L. Mara Date Rece;sea for Far}mert Fnxessra 03oriel DmarfiKrq.. hEalSTANT A -gel R. C RECTOR CIRECTOR Carrasq illo. PE Miscellaneous Engineering Services 46 RFQ No. 20-21-011/19 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 EACCONS-01 BJONES CERTIFICATE OF LIABILITY INSURANCE DATE (MM6/30//DD/DD /YYYY) 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 Ames & Gough 8300 Greensboro Drive Suite 980 McLean, VA 22102 CONTACT NAME: PHONE FAX (A/C, No, Ext): (703) 827-2277 (NC, No): (703) 827-2279 ADDRESS: admin@amesgough.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Charter Oak Fire Insurance Company A++ (XV) 25615 INSURED EAC Consulting, Inc. 5959 Waterford District Drive, Suite 410 Miami, FL 33126 INSURER B: St. Paul Protective Insurance Company, A++, XV 19224 INSURER C: Continental Insurance Company A+ (XV) 35289 INSURER D : Travelers Casualty and Surety Company A++. XV 19038 INSURER E : Travelers Casualty & Surety Co. of America A++, XV 31194 INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRL TYPE OF INSURANCE INSD SUBR POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR 660-3Y681009 7/1/2026 7/1/2027 DAMAGE TO RENTED PREMISES (Ea occurrence) 300,000 $ `ra MED EXP (Any one person) $ 10,000 sc PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: r^^� {,/' GENERAL AGGREGATE $ 2'000'000 POLICY X jECT LOC ///'''���r(l ` / V PRODUCTS - COMP/OPAGG $ 2,000,000 OTHER: `7 nO v $ B AUTOMOBILE LIABILITY � �J 1//' O7/1/2026 COMBINED SINGLE LIMIT(Ea ident) 1,000,000 $ X ANY AUTO B - �2565 \rb 7/1/2027 BODILY INJURY (Per person) BODIL $ OWNED AUTOS ONLY SCHEDULED AUTOS BODILY INJURY (Per accident) $ ONLY NON-OWNED ONLDY c0 Oeb DAMAGE$ (Per accident) PAUTOS ccROPERTY $ C X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 EXCESSLIAB CLAIMS -MADE 7092485176 7/1/2026 7/1/2027 AGGREGATE $ 2,000,000 DED X RETENTION $ 10,000 $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY X PER STATUTE OTH- ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N N UB-3Y685764 7/1/2026 7/1/2027 E.L. EACH ACCIDENT 1,000,000 $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N / A E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1,000,000 $ E Professional Liab. 107279653 7/1/2026 7/1/2027 Per Claim/Aggregate 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: RFQ#18-19-012,Miscellaneous Construction Engineering and Inspection Services City of Miami is included as additional insured with respects to General Liability, Auto Liability, and Umbrella Liability when required by written contract. General Liability includes Additional Insured coverage for On -Going & Completed Operations as required by written contract. General Liability, Automobile Liability, and Umbrella Liability are primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and when required by written contract. General Liability, Automobile Liability, Workers Compensation and Umbrella Liability policies include a waiver of subrogation in favor of the additional insureds where permissible by state law and when required by written contract. 30-day Notice of Cancellation will be SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION Cityof Miami 444 SW 2nd Avenue Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE W1LL 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 AGENCY CUSTOMER ID: EACCONS-01 BJONES LOC #: 1 ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY Ames & Gough NAMED INSURED EAC g 5959 Waterford 'D strict Drive, Suite 410 Miami, FL 33126 POLICY NUMBER SEE PAGE 1 CARRIER SEE PAGE 1 NAIC CODE SEE P 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/Locations/Vehicles: issued for the General Liability, Umbrella Liability and Workers Compensation policies in accordance with policy terms and conditions. Umbrella Liability coverage sits excess over General Liability, Automobile Liability, and Employers Liability coverage. xG �a42�26 OJ o6�3p\049C ACORD 101 (2008/01) K 008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 EACCONS-01 BJONES r J4 C.CPML CERTIFICATE OF LIABILITY INSURANCE �� DATE(MM/DD/YYYY) 6/30/2026 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 Ames & Gough 8300 Greensboro Drive Suite 980 McLean, VA 22102 CONTACT NAME: PHONE FAX (A/c, No, Ext): (703) 827-2277 (A/C, No):(703) 827-2279 a DD RIEss: admin@amesgough.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Charter Oak Fire Insurance Company A++ (XV) 25615 INSURED EAC Consulting, Inc. 5959 Waterford District Drive, Suite 410 Miami, FL 33126 INSURER B : St. Paul Protective Insurance Company, A++, XV 19224 INSURER C : Continental Insurance Company A+(XV) 35289 INSURER D : Travelers Casualty and Surety Company A++. XV 19038 INSURER E : Travelers Casualty & Surety Co. of America A++, XV 31194 INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXP (M DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY ' EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR 660-3Y681009 7/1 /1/2027 DAMAGE TO RENTED PREMISES (Ea occurrence) 300 000 $ MED EXP (Any one person) $ 1 �'��� sc\* PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: r^^� {,/' GENERAL AGGREGATE $ 2,000,000 POLICY X JECT LOC ///'''���r(l VPRODUCTS-COMP/OPAGG $2'000'000 OTHER: Ov$ B AUTOMOBILE LIABILITY So`\`/ O`�jI COMBINED SINGLE LIMIT ident) 1 ��0���00 $ X ANY AUTO B - �2565 \rb 7/1/2026 7/1/2027 BODILY INJURY (Per person) BODILY $ OWNED AUTOS ONLY SCHEDULED AUTOS BODILY INJURY (Per accident) $ ONLY NON-OWNEDUUON c0 O� AMAGE$ (Per accident) PAUTOS ccROPERTY� $ C X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS -MADE 7092485176 7/1/2026 7/1/2027 AGGREGATE $ 2,000,000 DED X RETENTION $ 10,000 $ D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY X PER STATUTE OTH- ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N UB-3Y685764 7/1/2026 7/1/2027 E.L. EACH ACCIDENT 1,000,000 $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N N / A E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1,000,000 $ E Per Claim/Aggregate 107279653 7/1/2026 7/1/2027 Per Claim/Aggregate 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: EAC Project No. 22091.HW01-00, 21-22-016 Miscellaneous Engineering Services for Citywide Capital Improvements City of Miami is included as additional insured with respect to General Liability, Auto Liability and Umbrella Liability when required by written contract. General Liability, Auto Liability and Workers Compensation policies include a waiver of subrogation in favor of the additional insureds where permissible by state law and when required by written contract. 30-day Notice of Cancellation will be issued for the General Liability, Auto Liability,Worker's Compensation, Umbrella Liability and Professional Liability policy in accordance with policy terms and conditions. CERTIFICATE HOLDER CANCELLATION Cityof 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: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 Term: 7/1 /26-7/1 /27 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - WRITTEN CONTRACTS (ARCHITECTS, ENGINEERS AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 1. The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that you agree in a "written contract requiring insurance" to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily injury", "property damage" or "personal injury"; and 2. The following is added to Paragraph 4.a. of SEC- TION IV° (,OMMERCIAL GENERAL LIABILITY b. If, and only to the extent that, the injury or COO NS: damage is caused by acts or omissions of you or your subcontractor in the performance insurance provided to the additional insured of "your work" to which the "written contract" ice is cess over any valid and collectible "other in - requiring insurance" applies. The person orice", whether primary, excess, contingent or organization does not qualify as an a'hal any other basis, that is available to the addi- insured with respect to the inde•e ertiac k tional insured for a loss we cover. However, if you •� •• -n��- ` specifically agree in the "written contract requiring or omissions of such person insurance" that this insurance provided to the ad - The insurance provided toK ditional insured under this Coverage Part must is limited as follows: apply on a primary basis or a primary and non- c. In the event that'tFt Limits of Insurance of contributory basis, this insurance is primary to this Coverage Part shown in the Declarations "other insurance" available to the additional in - exceed the limits of liability required by the sured which covers that person or organization as "written contract requiring insurance", the in- a named insured for such loss, and we will not surance provided to the additional insured share with that "other insurance". But this insur- shall be limited to the limits of liability required ance provided to the additional insured still is ex - by that "written contract requiring insurance". cess over any valid and collectible "other insur- This endorsement shall not increase the limits ance", whether primary, excess, contingent or on of insurance described in Section III — Limits any other basis, that is available to the additional Of Insurance. insured when that person or organization is an d. This insurance does not apply to the render- additional insured under any "other insurance". ing of or failure to render any "professional 3. The following is added to SECTION IV — COM- services" or construction management errors MERCIAL GENERAL LIABILITY CONDITIONS: or omissions. Duties Of An Additional Insured As a condition of coverage provided to the addi- tional insured: e. This insurance does not apply to "bodily in- jury" or "property damage" caused by "your work" and included in the "products - completed operations hazard" unless the "written contract requiring insurance" specifi- cally requires you to provide such coverage for that additional insured, and then the insur- ance provided to the additional insured ap- plies only to such "bodily injury" or "property damage" that occurs before the end of the pe- riod of time for which the "written contract re- quiring insurance" requires you to provide such coverage or the end of the policy period, whichever is earlier. a. The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice should include: CG D4 14 04 08 © 2008 The Travelers Companies, Inc. Page 1 of 2 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 COMMERCIAL GENERAL LIABILITY i. How, when and where the "occurrence" or offense took place; ii. The names and addresses of any injured persons and witnesses; and iii. The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against the additional insured, the additional insured must: i. Immediately record the specifics of the claim or "suit" and the date received; and ii. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. The additional insured must immediately send us copies of all legal papers received in con- nection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and oth- erwise comply with all policy conditions. d. The additional insured must tend any provider of other insurance which would cover the additional insured for a loss we cover. However, this condition does not affect whether this insurance provided to the addi- tional insured is primary to that other insur- ance available to the additional insured which covers that person or organization as a named insured. 4. The following is added to the DEFINITIONS Sec- tion: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to include a person or or- ganization as an additional insured on this Cover- age Part, provided that the "bodily injury" and "property damage" occurs and the "personal in- jury" is caused by an offense committed: a. After the srtg and execution of the contract or agr .- , ar , y you; b. Wf hat part of the contract or agreement is ffect; and Before the end of the policy period. er the Page 2 of 2 © 2008 The Travelers Companies, Inc. CG D4 14 04 08 Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 Term: 7/1/26-7/1/27 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR ARCHITECTS, ENGINEERS AND SURVEYORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Non -Owned Watercraft — 75 Feet Long Or Less B. Who Is An Insured — Unnamed Subsidiaries C. Who Is An Insured — Retired Partners, Members, Directors And Employees Who Is An Insured — Employees And Volunteer Workers — Bodily Injury To Co -Employees, Coa �r� Operations Volunteer Workers And Retired Partnerw J. qyntal Medical Malpractice et\ Members, Directors And Employees �� ` �dical Payments — Increased Limit t Who Is An Insured — Newly Acquirecj� Limited Liability Companies lQ Blanket Additional Insured Co.itrollin Blanket Addition erred — Mo gagees, Assignees, Succes Or Receivers D. E. F. G. t PROVISIONS A. NON -OWNED WATERCRAFT — 75 FEET LONG OR LESS 1. The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) 75 feet long or less; and (b) Not being used to carry any person or property for a charge; 2. The following replaces Paragraph 2.e. of SECTION II — WHO IS AN INSURED: e. Any person or organization that, with your express or implied consent, either H. Blanket Additional Insured — Governmental Entities — PeeitpOr Authorizations Relating To PremiseCCJJ � I. BI: nkct Additional Insured — Governmental `, Entities — Permits Or Authorizations Relating To Amendment Of Excess Insurance Condition — Professional Liability M. Blanket Waiver Of Subrogation — When Required By Written Contract Or Agreement N. Contractual Liability — Railroads uses or is responsible for the use of a watercraft that you do not own that is: (1) 75 feet long or less; and (2) Not being used to carry any person or property for a charge; B. WHO IS AN INSURED — UNNAMED SUBSIDIARIES The following is added to SECTION II — WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Declarations is a Named Insured if: a. You are the sole owner of, or maintain an ownership interest of more than 50% in, such subsidiary on the first day of the policy period; and CG D3 79 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 COMMERCIAL GENERAL LIABILITY b. Such subsidiary is not an insured under similar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal and advertising injury" caused by an offense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. For purposes of Paragraph 1. of Section II — Who Is An Insured, each such subsidiary will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. C. WHO IS AN INSURED — RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES The following is added to Paragraph 2. o1G Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide first aid or "Good Samaritan services" by any of your retired partners, members, directors or "employees", other than a doctor. Any such retired partners, members, directors or "employees" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. (2) "Personal injury": (a) To you, to your current or retired partners or members (if you are a partnership or joint venture), to your current of retired members (if you are a limit company), to your other or retired directors or ployees" while in the course of his or her employment or performing duties �`� related to the conduct of your business, crO. or to your other "volunteer workers" while performing duties related to the SECTION II — WHO IS AN INSURED: =^ conduct of your business; y u i b To the spouse, child, parent, brother or sister of that current or retired partner, member, director, "employee" or "volunteer worker" as a consequence of Paragraph (2)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (2)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. (3) "Property damage" to property: (a) Owned, occupied or used by; or (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your retired partners, members or directors, your current or retired "employees" or "volunteer workers", any current partner or member (if you are a partnership or joint venture), or any current member (if you are a limited liability company) or current director. Anyperson who is your retired partner, r �j (b) director or "employee" that is perf�oj erviq O` for you under your direct sup bh, bu I�Iv acts within the scope of th •loymer ou ou or while performing Mated to the conduct of your business. I over, no such retired partner, member, director or "employee" is an insured for: (1) "Bodily injury": (a) To you, to your current partners or members (if you are a partnership or joint venture), to your current members (if you are a limited liability company) or to your current directors; (b) To the spouse, child, parent, brother or sister of that current partner, member or director as a consequence of Paragraph (1)(a) above; For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraph (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. (c) Page 2of6 © 2017 The Travelers Indemnity Company. All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 COMMERCIAL GENERAL LIABILITY D. WHO IS AN INSURED — EMPLOYEES AND VOLUNTEER WORKERS — BODILY INJURY TO CO -EMPLOYEES, CO -VOLUNTEER WORKERS AND RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES The following is added to Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" to a current or retired co - "employee" while in the course of the co - "employee's" employment by you or performing F. duties related to the conduct of your business, or to "bodily injury" to your other "volunteer workers" or retired partners, members or directors while performing duties related to the conduct of your business. E. WHO IS AN INSURED — NEWLY ACQUIRED OR FORMED LIMITED LIABILITY COMPANIES The following replaces Paragraph 3. of SECTION II — WHO IS AN INSURED: 3. Any organization you newly acquire or form, other than a partnership or joint venture, and of which you are the sole owner or in which you maintain an ownership interest of md Ae► than 50%, will qualify as a Named Insur there is no other similar insurance iviible to that organization. However: NJ O`2 a. Coverage under this ovis�an` afforded only: (1) Until th 1 30th day after you acquire or forrr organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. For the purposes of Paragraph 1. of Section II — Who Is An Insured, each such G. organization will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. BLANKET ADDITIONAL INSURED — CONTROLLING INTEREST 1. The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that has financial control of you is an insured with respect to liability for "bodily injury", "property damage" or "persontol and advertising injury" that arises ourAf,I a. Sugh financial control; or Such person's or organization's ownership, maintenance or use of premises leased to or occupied by you. 'The insurance provided to such person or organization does not apply to structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 2. The following is added to Paragraph 4. of SECTION II — WHO IS AN INSURED: This paragraph does not apply to any premises owner, manager or lessor that has financial control of you. BLANKET ADDITIONAL INSURED — MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is a mortgagee, assignee, successor or receiver and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to its liability as mortgagee, assignee, successor or receiver for "bodily injury", "property damage" or "personal and advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, CG D3 79 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 COMMERCIAL GENERAL LIABILITY subsequent to the signing of that contract or agreement; and b. Arises out of the ownership, maintenance or use of the premises for which that mortgagee, assignee, successor or receiver is required under that contract or agreement to be included as an additional insured on this Coverage Part. The insurance provided to such mortgagee, assignee, successor or receiver is subject to the following provisions: a. The limits of insurance provided to such mortgagee, assignee, successor or receiver will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such person or organization does not apply to: (1) Any "bodily injury" or "property damage" that occurs, or any "personal and advertising injury" caused by an offense that is committed, after such contract or agreement is no longer in effect; or (2) Any "bodily injury", "property damageltor "personal and advertising injury" Vag out of any structural alt9rWis, neek construction or demoliti peri. performed by or cd behalf h mortgagee, aviNte, succesNfr or receiver. H. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO PREMISES The following is added to SECTION II — WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to premises owned or occupied by, or rented or loaned to, you and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the existence, ownership, use, maintenance, repair, construction, erection or removal of any of the following for which that governmental entity has issued such permit or authorization: advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, elevators, street banners or decorations. I. BLANKET ADDITIONAL INSURED GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO OPERATIONS The following is added to SECTION II — WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to operations performed by you or on your behalf and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of such operations. The insuran e provided to such governmental entity do apply to: a.jf)'•odily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the bvernmental entity; or -0Any "bodily injury" or "property damage" 2 included in the operations hazard". "products -completed O` J. INCIDENTAL MEDICAL MALPRACTICE 1. The following replaces Paragraph b. of the definition of "occurrence" in the DEFINITIONS Section: b. An act or omission committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to a person, unless you are in the business or occupation of providing professional health care services. 2. The following replaces the last paragraph of Paragraph 2.a.(1) of SECTION II — WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide: (a) "Incidental medical services" by any of your "employees" who is a nurse, nurse assistant, emergency medical technician, paramedic, athletic trainer, audiologist, dietician, nutritionist, Page 4of6 © 2017 The Travelers Indemnity Company. All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 COMMERCIAL GENERAL LIABILITY occupational therapist or occupational therapy assistant, physical therapist or speech -language pathologist; or (b) First aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following replaces the last sentence of Paragraph 5. of SECTION III — LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide "incidental medical services", first aid or "Good Samaritan services" to any one person will be deemed he following is added to Paragraph 4.b., to be one "occurrence". — xcess Insurance, of SECTION IV 4. The following exclusion is added Paragraph 2., Exclusions, of SECTIO COVERAGES — COVERAGE A — INJURY AND PROPERTY 15) LIABILITY: . D. Sale Of PharmaceuticlO "Bodily injury" R,r;tpsrty damage arising out of the viol tion of a penal statute or ordinance relating to the sale of pharmaceuticals committed by, or with the knowledge or consent of the insured. 5. The following is added to the DEFINITIONS Section: "Incidental medical services" means: a. Medical, surgical, dental, laboratory, x- ray or nursing service or treatment, advice or instruction, or the related furnishing of food or beverages; or b. The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances. 6. The following is added to Paragraph 4.b., Excess Insurance, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: This insurance is excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to any of your "employees" for "bodily injury" that arises out of providing or failing to provide "incidental medical services" to any person to the extent not subject to Paragraph 2.a.(1) of Section II — Who Is An Insured. K. MEDICAL PAYMENTS — INCREASED LIMIT The following replaces Paragraph 7. of SECTION III — LIMITS OF INSURANCE: 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person, and will be the higher of: a. $10,000; or b. The amount shown in the Declarations of this Coverage Part for Medical Expense Limit 004 i" OF EXCESS INSURANCE N — PROFESSIONAL LIABILITY MERCIAL GENERAL LIABILITY ITIONS: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis, that is Professional Liability or similar coverage, to the extent the loss is not subject to the professional services exclusion of Coverage A or Coverage B. M. BLANKET WAIVER OF SUBROGATION — WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a written contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the signing of that contract or agreement. CG D3 79 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 COMMERCIAL GENERAL LIABILITY N. CONTRACTUAL LIABILITY — RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. �G \il r?,61' OJ o6�3p\09c Page 6of6 © 2017 The Travelers Indemnity Company. All rights reserved. CG D3 79 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 From: Gomez Jr., Francisco (Frank) To: Caseres, Luis; Quevedo, Terry; Aviles. Yesenia Subject: RE: EAC Consulting, Inc. - Renewal Certificate of Insurance Date: Tuesday, June 30, 2026 9:56:23 AM Attachments: image003.pnq image005.pnq Hello Luis, The COI is adequate. Thanks, Frank Gomez, PIAM, CPI I O ,fie Property & Casualty Manager ^ City of Miami �� Risk Management � �� 14 N.E. lst Avenue 2nd Floor �� 2� Miami, Florida 33132 e((,► 0` (� (3o5) 416-174o Office �� ��� (305) 416-176o Fax '�� fgomez@a miamig,�t. sm From: Caseres, Luis <Lcaseres@miamigov.com> Sent: Tuesday, June 30, 2026 9:53 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Quevedo, Terry <TQuevedo@miamigov.com>; Aviles, Yesenia <YAviles@miamigov.com> Subject: FW: EAC Consulting, Inc. - Renewal Certificate of Insurance Good morning, Please review and approve. Docusign Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 GV. J.JV r1Y1 Detail by Entity Name DIVISION OF CORPORATIONS ^,. f Dsvidil: Jf (� r ;org L., 0 1) PD i)-�rfrCJI• I� rrrr official 31a19 of Florida wee iu' Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Profit Corporation EAC CONSULTING, INC. Filing Information Document Number P94000066488 FEI/EIN Number 65-0519739 Date Filed 09/06/1994 State FL Status ACTIVE Last Event AMENDED AND RESTATED ARTICLES Event Date Filed 08/28/2015 Event Effective Date NONE Principal Address 5959 WATERFORD DISTRICT DRIVE SUITE 410 MIAMI, FL 33126 Changed: 01/03/2024 Mailing Address 5959 WATERFORD DISTRICT DRIVE SUITE 410 MIAMI, FL 33126 Changed: 01/03/2024 Registered Agent Name & Address CROOKS, ENRIQUE A 5959 WATERFORD DISTRICT DRIVE SUITE 410 MIAMI, FL 33126 Name Changed: 01/04/2013 Address Changed: 01/03/2024 Officer/Director Detail Name & Address Title President, CEO, Director, VP https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=EACCON... 1/3 Docusign ,Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 GVJ.JV r1Y1 Detail by Entity Name CROOKS, ENRIQUE A 5959 WATERFORD DISTRICT DRIVE SUITE 410 MIAMI, FL 33126 Title Secretary, Treasurer CHONG, MARIE T. 5959 WATERFORD DISTRICT DRIVE SUITE 410 MIAMI, FL 33126 Title Principal Warmington, Jeffrey 5959 WATERFORD DISTRICT DRIVE SUITE 410 MIAMI, FL 33126 Annual Reports Report Year Filed Date 2025 01/14/2025 2025 10/09/2025 2026 01/13/2026 01 /13/2026 -- ANNUAL REPORT 10/09/2025 -- AMENDED ANNUAL REPORT 01 /14/2025 -- ANNUAL REPORT 01/03/2024 --ANNUAL REPORT 01/11/2023 --ANNUAL REPORT 01/04/2022 --ANNUAL REPORT 01/19/2021 --ANNUAL REPORT 01/02/2020 --ANNUAL REPORT 01 /03/2019 -- ANNUAL REPORT 01 /08/2018 -- ANNUAL REPORT 01 /06/2017 -- ANNUAL REPORT 01 /14/2016 -- ANNUAL REPORT 08/28/2015 -- Amended and Restated Articles 01 /09/2015 -- ANNUAL REPORT 05/20/2014 -- Reg. Agent Change 01/03/2014 --ANNUAL REPORT 01 /04/2013 -- ANNUAL REPORT 01/09/2012 --ANNUAL REPORT 01/06/2011 --ANNUAL REPORT 01/08/2010 --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 https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=EACCON... 2/3 Docusign ,Envelope ID: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 GVJ.JV r1Y1 Detail by Entity Name 01 /07/2009 -- ANNUAL REPORT 01 /08/2008 -- ANNUAL REPORT 01 /03/2007 -- ANNUAL REPORT 01 /05/2006 -- ANNUAL REPORT 01 /03/2005 -- ANNUAL REPORT 01/07/2004 --ANNUAL REPORT 02/18/2003 --ANNUAL REPORT 01/11/2002 --ANNUAL REPORT 01/16/2001 --ANNUAL REPORT 01/18/2000 --ANNUAL REPORT 01 /25/1999 -- ANNUAL REPORT 01 /27/1998 -- ANNUAL REPORT 01 /30/1997 -- ANNUAL REPORT 05/01 /1996 -- ANNUAL REPORT 04/25/1995 --ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=EACCON... 3/3 0 docusign.. Certificate Of Completion Envelope Id: CF22AE81-00D0-81 FF-838D-31 BF3951 DC99 Subject: Amendment No. 2 to RFQ 20-21-011 - EAC Consulting Source Envelope: Document Pages: 163 Certificate Pages: 8 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-05:00) Eastern Time (US & Canada) Signatures: 13 Initials: 1 Stamps: 1 Status: Completed Envelope Originator: Luis Caseres 444 SW 2ND AVE, 5th Floor Miami, FL 33130 Icaseres@miamigov.com IP Address: 149.19.41.27 Record Tracking Status: Original 7/21/2026 2:01:53 PM Security Appliance Status: Connected Holder: Luis Caseres Icaseres@miamigov.com Pool: FedRamp Location: DocuSign Signer Events Signature Timestamp Luis Caseres Icaseres@miamigov.com Construction Procurement Assistant Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Fernando Ponassi fponassi@miamigov.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 6/22/2023 10:29:55 AM ID:9680a065-18d6-429a-94be-ba887abead91 Annie Perez annieperez@miamigov.com Director Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Frank Gomez fgomez@miamigov.com Interim Risk Director Signing Group: Risk Management Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 6/13/2025 12:38:19 PM ID:be90c945-d1c0-471e-8d81-17061ca0da79 Completed Using IPAddress: 138.43.101.81 Completed Using IPAddress: 149.19.41.27 ,—DocuSigned by: '-89540EB73CAC468... Signature Adoption: Pre -selected Style Using IPAddress: 138.43.105.186 ,—Signed by: Fro& rowItiy '-27395C6318214E7... Signature Adoption: Pre -selected Style Using IPAddress: 149.19.41.27 Sent: 7/21/2026 2:09:16 PM Viewed: 7/21/2026 2:09:41 PM Signed: 7/21/2026 2:09:56 PM Sent: 7/21/2026 2:10:00 PM Viewed: 7/21/2026 3:12:19 PM Signed: 7/21/2026 3:16:22 PM Sent: 7/21/2026 3:16:25 PM Viewed: 7/21/2026 3:26:17 PM Signed: 7/21/2026 3:28:44 PM Sent: 7/21/2026 3:28:49 PM Viewed: 7/21/2026 3:43:35 PM Signed: 7/21/2026 3:44:11 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 Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Nicholas R. Atkison NAtkison@miamigov.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 3/17/2026 2:04:47 PM ID: a523ad58-e805-42f1-b477-bc675ca83162 George K Wysong III gwysong@miamigov.com City Attorney Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Erica Paschal epaschal@miamigov.com Chief Financial Officer/Assistant City Manager Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/14/2023 9:54:32 AM ID:3bc88215-edc0-43d8-936a-662c9c102a5f Completed Using IPAddress: 149.19.49.19 ,—Signed by: '-5F6E831796C5495... Signature Adoption: Uploaded Signature Image Using IPAddress: 163.120.80.16 �minei Signature Adoption: Pre -selected Style Using IPAddress: 163.120.80.16 Signed by: rthirot, RiStsl,tid 11( '-88776E9FE88248B... Signature Adoption: Pre -selected Style Using IPAddress: 163.120.80.16 CDocuSigned by: Ft4 Paste -Lai 5EB5D50AB3B54BC Signature Adoption: Pre -selected Style Using IPAddress: 149.19.49.19 Sent: 7/21/2026 3:44:17 PM Resent: 7/22/2026 3:38:04 PM Resent: 7/27/2026 3:09:49 PM Resent: 7/31/2026 10:31:17 AM Resent: 8/3/2026 12:24:55 PM Resent: 8/5/2026 8:47:26 AM Resent: 8/7/2026 9:17:26 AM Resent: 8/11/2026 9:32:20 AM Resent: 8/14/2026 8:27:30 AM Viewed: 8/14/2026 9:52:58 AM Signed: 8/14/2026 9:53:20 AM Sent: 8/14/2026 10:07:45 AM Viewed: 8/14/2026 5:29:33 PM Signed: 8/14/2026 5:29:47 PM Sent: 9/1/2026 1:03:37 PM Viewed: 9/1/2026 1:26:53 PM Signed: 9/1/2026 1:59:59 PM Sent: 9/1/2026 2:00:06 PM Viewed: 9/1/2026 2:26:52 PM Signed: 9/1/2026 2:27:17 PM Sent: 9/1/2026 2:27:22 PM Viewed: 9/1/2026 3:17:16 PM Signed: 9/1/2026 3:18:05 PM Signer Events Signature Timestamp Asael Marrero AMarrero@miamigov.com Assistant City Manager Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 6/23/2023 9:31:00 AM ID:09d1ab67-9d2c-4b56-bca8-009be6aae519 Natasha Colebrook -Williams ncolebrook-williams@miamigov.com Assistant City Manager Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign 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: '—00F4AD9AB03B45A... Signature Adoption: Uploaded Signature Image Using IPAddress: 149.19.41.27 —DocuSigned by: Nr414. Coletu 4-W:.C& i,.,. '-84B700975DEA41 B... Signature Adoption: Pre -selected Style Using IPAddress: 138.43.105.128 ,—Signed by: SR '—A68C256F2C6A478... Signature Adoption: Drawn on Device Using IPAddress: 163.120.80.16 cDSi oo g'--nedbby^yyyvv"'''�I``�I E46D7560DCF1459... Signature Adoption: Uploaded Signature Image Using IPAddress: 149.19.41.27 Completed Using IPAddress: 138.43.105.128 Sent: 9/1/2026 3:18:12 PM Viewed: 9/2/2026 7:58:17 AM Signed: 9/2/2026 8:01:31 AM Sent: 9/2/2026 8:01:37 AM Viewed: 9/2/2026 8:09:36 AM Signed: 9/2/2026 8:13:54 AM Sent: 9/2/2026 8:14:03 AM Viewed: 9/4/2026 3:41:11 PM Signed: 9/4/2026 3:41:26 PM Sent: 9/4/2026 3:41:34 PM Viewed: 9/8/2026 8:06:21 AM Signed: 9/8/2026 2:52:34 PM Sent: 9/8/2026 2:52:41 PM Viewed: 9/9/2026 8:37:55 AM Signed: 9/9/2026 8:38:41 AM In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Sadie Brown sbrown@miamigov.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Crystal Hoffman CAHoffman@Miamigov.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Marie Gouin mgouin@miamigov.com Leon Michel Imichel@miamigov.com AD 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 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 COPIED COPIED COPIED Sent: 7/21/2026 3:44:16 PM Sent: 8/14/2026 9:53:24 AM Sent: 8/14/2026 10:07:47 AM Viewed: 8/14/2026 10:08:31 AM Sent: 9/1/2026 1:03:40 PM Sent: 9/2/2026 8:14:01 AM Sent: 9/4/2026 3:41:32 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/21/2026 2:09:16 PM Certified Delivered Security Checked 9/9/2026 8:37:55 AM Signing Complete Security Checked 9/9/2026 8:38:41 AM Completed Security Checked 9/9/2026 8:38:41 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 6/15/2023 8:45:09 AM Parties agreed to: Fernando Ponassi, Frank Gomez, Nicholas R. Atkison, Erica Paschal, Asael Marrero, Hannon, Todd, Thomas Fossler ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Miami (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Miami: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: 1083@miamigov.com To advise City of Miami of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at 1083@miamigov.com and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of Miami To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Miami To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an email to 1083@miamigov.com and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- si gning-system-requi rem ents . Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. By selecting the check -box next to `I agree to use electronic records and signatures', you confirm that: • You can access and read this Electronic Record and Signature Disclosure; and • You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and • Until or unless you notify City of Miami as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Miami during the course of your relationship with City of Miami. Olivera, Rosemary From: Sent: To: Cc: Subject: Attachments: Caseres, Luis Wednesday, September 9, 2026 9:23 AM Lima, Cristiane; Hansen, Anthony; Ponassi Boutureira, Fernando; Perez, Annie; Darrington, Mario; McGinnis, Lai -Wan; Pope, Shedrick Fossler, Thomas; Hannon, Todd; Olivera, Rosemary; Gomez, Marta; Johnson, Antiwonesha; Atkison, Nicholas; Dubuisson, Fabiola; Badia, Hector Document Distribution - Amendment No 2 - RFQ 20-21-011 - Miscellaneous Engineering Services for Citywide Capital Improvements Amendment_No_2_to_RFQ_20-21-011_-_EAC_Consulting-Executed 09-08-2026.pdf Good morning, All: Lai -Wan: Attached for your records is a scanned copy of the document described below, which was duly executed by all appropriate parties. Thank you. Antiwonesha/Marta: You may now close this Matter ID 26-1653 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: Improvements Effective Date: Best regards, Amendment No. 2 City of Miami EAC Consulting, Inc. Miscellaneous Engineering Services for Citywide Capital 09/08/2026 i LuA.- Cc e re k Construction Procurement Assistant City of Miami Department of Procurement 444 SW 2nd Avenue, 6th Floor, Miami, FL 33130 (305) 416-1923 g (305) 400-5335 ®Lcaseres©miamigov.com 0 "Serving, Enhancing, and Transforming our Community" CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. If you're not already a Vendor, click on or scan the QR Code to register as a new vendor for the City of Miami. 2