Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
R24-291
RESOLUTION NO. R24-291 2 3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON 4 BEACH, FLORIDA, AWARDING REQUEST FOR QUALIFICATION NO. 5 CW24-001 FOR GENERAL ENGINEERING CONSULTING SERVICES TO 6 BAXTER & WOODMAN, INC., BEA ARCHITECTS, INC., CAROLLO 7 ENGINEERS, INC., CAULFIELD & WHEELER, INC., CDM SMITH, INC., 8 CHEN MOORE AND ASSOCIATES, INC., COLLIERS ENGINEERING & 9 DESIGN, INC., CPZ ARCHITECTS, INC., CRAVEN THOMPSON & 10 ASSOCIATES, INC., EXP U.S SERVICES, INC., GHD SERVICES, INC., 11 HAZEN AND SAWYER P.C., JACOBS ENGINEERING GROUP, INC., 12 JOHNSON, MIRMIRAN &THOMPSON, INC., KEITH AND ASSOCIATES, 13 INC., KIMLEY-HORN AND ASSOCIATES, INC., MCKIM & CREED, INC., 14 MILLER, LEGG & ASSOCIATES, INC., RADISE INTERNATIONAL, L.C., 15 SOUTH FLORIDA ENGINEERING AND CONSULTING LLC, TIERRA 16 SOUTH FLORIDA, INC., AND WEST ARCHITECTURE + DESIGN, LLC; 17 APPROVING AGREEMENTS WITH EACH AWARDED VENDOR; 18 APPROVE TASK ORDER NO. GES-1J-01-25 WITH KEITH AND 19 ASSOCIATES, INC., FOR AN AMOUNT NOT TO EXCEED $159,000 FOR 20 THE MANGROVE PARK BOARDWALK REMOVAL PROJECT; APPROVE 21 TASK ORDER NO. GES-1 E-01-25 WITH CPZ ARCHITECTS, INC., FOR AN 22 AMOUNT NOT TO EXCEED $135,000 FOR THE LAWRENCE ROAD - 23 BEAUTIFICATION PROJECT; AND FOR ALL OTHER PURPOSES. 24 25 WHEREAS, on July 16, 2024, the City Commission approved the list of the three (3) top- 26 ranked proposers identified by the Evaluation Committee from the responses received from RFQ 27 CW24-001 for General Engineering Consultant Services, who authorized staff to conduct 28 negotiations with the firms as follows: 29 Scope A - Water Plant Modifications, Capacity & Operational Evaluations Carollo Engineering, Inc. Jacobs Engineering Group, Inc. McKim & Creed Scope B - Infrastructure Improvements & Evaluations CDM Smith, Inc. Carollo Engineering, Inc. Baxter & Woodman, Inc. Scope C - Ancillary Studies and Services Carollo Engineering, Inc. CDM Smith, Inc. Scope D - Transportation Johnson, Mirmiran & Thompson, Inc. Kimley-Horn and Associates, Inc. Baxter & Woodman, Inc. Scope E - Architectural Design Services CPZ Architects, Inc. West Architecture + Design, LLC BEA Architects, Inc. Scope F - Hydrogeological Services Jacobs Engineering Group, Inc. Hazen and Sawyer South Florida Engineering and Consulting Scope G - Green Infrastructure, Sustainability, and Resiliency Services EXP US GHD Services, Inc. Chen Moore and Associates Scope H - Geotechnical Services Colliers Engineering & Design, Inc. Radise International, L.C. Tierra South Florida, Inc. Scope J - Civil Land Development Keith and Associates, Inc. Craven Thompson & Associates, Inc. Caulfield Wheeler, Inc. Scope K - Recreation and Parks Services 4 i Miller Legg Keith and Associates Kimley-Horn and Associates, Inc. 39 40 WHEREAS, the RFQ was advertised, and submissions were opened on December 19, 2023. 41 The City received a total of eighty-one (81) proposals, and the top-ranked proposers for each 42 scope (either 2 or 3, depending on the specific scope) were presented to the City Commission on 43 July 16, 2024, for approval and authorization to proceed with negotiations aimed at establishing 44 contract agreements for ongoing services, in compliance with section 287.055, Florida Statutes, 45 the Consultants' Competitive Negotiation Act; and 46 WHEREAS, emphasis was placed on the Schedule of Professional Fees to establish hourly 47 rates for the initial contract period. After comparing the submissions from each firm, it became 48 evident that negotiation sessions were necessary. Firms with significantly higher rates were 49 contacted for further discussion. In accordance with section 287.055, Florida Statutes, staff now 50 believes these rates are fair, competitive, and reasonable. Consequently, the attached Schedule of 51 Professional Fees will be fixed and firm for the initial two-year term. The City reserves the right to 52 automatically renew the Agreement for two (2) two-year renewals based on the same terms and 53 conditions; and 54 WHEREAS, Task Orders will be generated when specific projects are realized, utilizing the 55 Schedule of Professional Fees as the basis for the overall cost of each task. Task Orders will be 56 submitted to the Commission for approval in accordance with the City's Purchasing Policies and 57 Procedures; and 58 WHEREAS, in order to expedite our standard process, Staff requests that the City 59 Commission approve an expenditure of a budgeted not-to-exceed amount of $159,000 to Keith 60 & Associates, Inc., through Task Order No. GES-1J-01-25 utilizing Scope J—Civil Land 61 Development Services for the Mangrove Park—Boardwalk Removal Project, as well as an 62 expenditure of a budgeted not-to-exceed amount of $135,000 to CPZ Architects, Inc., through 63 Task Order No. GES-1E-01-25 utilizing Scope E - Architecture Services (Landscape Architecture) 64 for the Lawrence Road - Beautification Project; and 65 WHEREAS, staff will negotiate these proposals based on the provided scope of work, and 66 it is possible that the final costs may come in under the budgeted amount outlined above; and 67 WHEREAS, the City Commission, upon the recommendation of staff, has deemed it in the 68 best interests of the city's citizens and residents to award Request for Qualification No. CW24-001 69 for General Engineering Consulting Services to Baxter & Woodman, Inc., BEA Architects, Inc., 70 Carollo Engineers, Inc., Caulfield & Wheeler, Inc., CDM Smith, Inc., Chen Moore and Associates, 71 Inc., Colliers Engineering & Design, Inc., CPZ Architects, Inc., Craven Thompson & Associates, Inc., 72 EXP U.S Services, Inc., GHD Services, Inc., Hazen and Sawyer P.C., Jacobs Engineering Group, Inc., 73 Johnson, Mirmiran &Thompson, Inc., Keith and Associates, Inc., Kimley-Horn and Associates, Inc., 74 McKim & Creed, Inc., Miller, Legg & Associates, Inc., RADISE International, L.C., South Florida 75 Engineering and Consulting LLC, Tierra South Florida, Inc., and West Architecture + Design, LLC, 76 approve Agreements with each awarded Vendor, approve Task Order No. GES-1J-01-25 with Keith 77 and Associates, Inc., for an amount not to exceed $159,000 for the Mangrove Park Boardwalk 78 Removal Project, and approve Task Order No. GES-1E-01-25 with CPZ Architects, Inc., for an 79 amount not to exceed $135,000 for the Lawrence Road - Beautification Project. 80 81 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON 82 BEACH, FLORIDA, THAT: 83 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 84 being true and correct and are hereby made a specific part of this Resolution upon adoption. 85 SECTION 2. The City Commission of the City of Boynton Beach, Florida, hereby awards 86 Request for Qualification No. CW24-001 for General Engineering Consulting Services to Baxter & 87 Woodman, Inc., BEA Architects, Inc., Carollo Engineers, Inc., Caulfield &Wheeler, Inc., CDM Smith, 88 Inc., Chen Moore and Associates, Inc., Colliers Engineering & Design, Inc., CPZ Architects, Inc., 89 Craven Thompson & Associates, Inc., EXP U.S Services, Inc., GHD Services, Inc., Hazen and Sawyer 90 P.C., Jacobs Engineering Group, Inc., Johnson, Mirmiran & Thompson, Inc., Keith and Associates, 91 Inc., Kimley-Horn and Associates, Inc., McKim &Creed, Inc., Miller, Legg &Associates, Inc., RADISE 92 International, L.C., South Florida Engineering and Consulting LLC, Tierra South Florida, Inc., and 93 West Architecture + Design, LLC. 94 SECTION 3. The City Commission of the City of Boynton Beach, Florida, does hereby 95 approve General Engineering Consulting Services Agreements between the City and the awarded 96 Vendors (the "Agreements"), in form and substance similar to that attached as "Exhibit A." 97 SECTION 4. The City Commission of the City of Boynton Beach, Florida, does hereby 98 approve Task Order No. GES-1J-01-25 between the City and Keith and Associates, Inc. for the 99 Mangrove Park Boardwalk Removal Project for an amount not to exceed $159,000 (the "Task 100 Order"), in form and substance to be approved by the City Attorney's office. 101 SECTION 5. The City Commission of the City of Boynton Beach, Florida, does hereby 102 approve Task Order No.GES-1 E-01-25 between the City and CPZ Architects, Inc., for the Lawrence 103 Road - Beautification Project for an amount not to exceed $135,000 (the "Task Order"), in form 104 and substance to be approved by the City Attorney's office. 105 SECTION 6. The City Commission of the City of Boynton Beach, Florida, hereby 106 authorizes the Mayor to execute the Agreements and the Task Orders. The Mayor is further 107 authorized to execute any ancillary documents required under the Agreement or necessary to 108 accomplish the purposes of the Agreement and this Resolution. 109 SECTION 7. The City Clerk shall retain the fully executed Agreements and Task Orders 110 as a public record of the City. A copy of the fully executed Agreements and Task Orders shall be 1 t t provided to Taralyn Pratt to forward to the Vendors. 112 SECTION 8. This Resolution shall take effect in accordance with law. 113 114 115 116 [signatures on the following page] 117 118 PASSED AND ADOPTED this lq-14? day of Ofierm b.e r 2024. 119 CITY OF BOYNTON BEACH, FLORIDA 120 YES NO 121 Mayor— Ty Penserga ✓ 122 . 123 Vice Mayor—Aimee Kelley t/ 124 125 Commissioner—Angela Cruz 126 127 Commissioner— Woodrow L. Hay 128 t/ 129 Commissioner—Thomas Turkin 130 131 VOTE SO 132 AT ES : 133 ,---- �_�/ 134 �:.A 1! __ �� N It/20 2d/ 135 Mayle: De A-sus, MPA, MMC Ty P- 136 City Cler May• 1 .I, 137 ....7, -(ON•BFq`�t 138 ; O RAT •::.0 ,5,11110APPROVED AS TO FORM: 139 (Corporate Seal) ; .o� t� : t i Oc� 091 140 i >-• $ 141 ,, t-.._% C' C)( ,$ ��t Rst�7✓ 142 Q % Shawna G. Lamb 143 "i. FSP..- City Attorney `........ n riC • 1 2 o , 'po$• GENERAL ENGINEERING CONSULTING SERVICES AGREEMENT This Agreement ("Agreement"), is entered into between the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida,with a business address of 100 East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as "CITY", and West Architecture + Design, LLC a [type of entity: corporation]authorized to do business in the State of Florida, with a business address of 820 North 4th Street. Lantana, FL 33462, hereinafter referred to as "VENDOR". In consideration of the mutual benefits, terms, and conditions hereinafter specified, the Parties agree as set forth below. WHEREAS, the CITY solicited proposals for a non-exclusive agreement to perform General Engineering Consulting Services, and WHEREAS, the CITY issued a Request for Qualification for General Engineering Consulting Services; and WHEREAS, RFQ No. CW24-001 defined Scope of Services for General Engineering Consulting Services; and WHEREAS, the CITY determined that VENDOR was qualified for appointment to perform the scope of services set forth in RFQ No. CW24-001; and WHEREAS, the CITY Commission on July 16. 2024, determined that VENDOR was qualified for appointment to perform the scope of services set forth in the Request For Qualifications RFQ No. CW24-001; and NOW,THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows: 1. SERVICES AND RESPONSIBILITIES. 1.1 VENDOR hereby agrees to perform the General Engineering Consulting Services, by way of individual Task Orders, at the request of the CITY during the term of this Agreement as more particularly described in the Request for Qualifications RFQ No. CW24-001 for General Engineering Consulting Services, which is incorporated herein by reference. The specific projects that may be assigned to the VENDOR are in conjunction with the specific [x box next to the Scope Category: ❑Scope Category A Water Plant Modifications, Capacity and Operations Evaluation ❑Scope Category B Infrastructure Improvements and Evaluations ❑Scope Category C Ancillary Studies and Services ❑Scope Category D Transportation Services ZScope Category E Architectural Services EScope Category F Hydrogeological Services ❑Scope Category G Green Infrastructure, Sustainability, and Resiliency Services ❑Scope Category H Geotechnical Services ❑Scope Category J Civil Land Development Services ❑Scope Category K Recreation and Parks Services 1.2 The VENDOR agrees to perform work assigned by Task Order(s)(the"Services") under such terms as set forth in the Task Order(s). The Task Order Form is attached hereto as Exhibit A.The terms of the Task Order(s) shall be supplemental to the terms of this Agreement. RFQ CW24-001 General Engineering Consulting Services A-1 1.3 VENDOR shall furnish all services, labor, equipment, supplies, and materials necessary and as may be required in the performance of this Agreement, except as otherwise specifically provided for herein, and all Services performed under this Agreement shall be done in a professional manner. 1.4 VENDOR assumes professional and technical responsibility for performance of its services to be provided hereunder in accordance with recognized professional and ethical guidelines established by their profession. If within one year following completion of its services, such services fail to meet the aforesaid standards, and the CITY promptly advises VENDOR thereof in writing, VENDOR agrees to re-perform such deficient services without charge to the CITY. 1.5 The relationship between CITY and VENDOR created hereunder and the services to be provided by VENDOR pursuant to this Agreement are non-exclusive. CITY shall be free to pursue and engage similar relationships with other VENDORS to perform the same or similar services performed by VENDOR hereunder, so long as no other consultant shall be engaged to perform the specific project(s)assigned to VENDOR while VENDOR is so engaged without first terminating such assignment. VENDOR shall be free to pursue relationships with other parties to perform the same or similar services, whether or not such relationships are for services to be performed within the CITY, so long as no such relationship shall result in a conflict of interest, ethical or otherwise, with the CITY's interests in the services provided by VENDOR hereunder. 1.6 The VENDOR is responsible for defects in its work and in the work of its Sub consultants'. 1.7 PRELIMINARY SERVICES PHASE: The VENDOR shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The VENDOR shall attend meetings with the CITY Commission and CITY staff as may be required, and provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents. 1.7.1 During the preliminary services phase, the VENDOR shall advise the CITY, based on VENDOR'S professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project;VENDOR to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY'S needs for surveys; perform site evaluations and comparative studies of prospective site and solutions; and prepare and furnish a report to the City setting forth the VENDOR'S findings and recommendations. 1.7.2 Preliminary design services to be performed by the VENDOR shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 1.7.3 VENDOR shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed project; and/or 1.7.4 Upon authorization of the CITY, the VENDOR will provide advice and assistance relating to operation and maintenance of project or other systems;evaluate and report on operations; assist the CITY in matters relating to regulatory agency operations review or operating permit non-compliance; assist with startup and operator training for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project. RFC CW24-001 General Engineering Consulting Services A-2 1.8 BASIC SERVICES: The VENDOR shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY. 1.9 FINAL DESIGN SERVICES shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits, and landfill permits. 1.9.1 The VENDOR based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule, or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical,and electrical systems,and any other requirements or systems, materials and such other elements as may be appropriate for a complete project. The VENDOR shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1.9.2 The VENDOR based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY. The Construction Documents shall consist of drawings and specifications setting forth in detail the requirements for the construction of the project. 1.9.3 The VENDOR shall assist the CITY in the preparation of the necessary proposal information and forms. 1.9.4 The VENDOR shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1.9.5 The VENDOR shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1.9.6 VENDOR shall include in the Construction Documents a requirement that the construction contractor shall provide a final as-built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked-up construction drawings to the VENDOR so that the VENDOR can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1.9.7 Prior to final approval of the Construction Documents by the CITY,the VENDOR shall conduct a thorough review and quality control evaluation of the entire work product for compliance with the requirements of any local, state, or federal agency from which a permit or other approval is required. The VENDOR shall make sure that all necessary approvals have taken place. 1.9.8 Prior to each phased submittal, the VENDOR shall conduct a thorough quality control review and assessment of the work product to determine whether the work is properly coordinated and confirm that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The VENDOR shall provide to the RFQ CW24-001 General Engineering Consulting Services A-3 CITY a Quality Assurance and Quality Control plan in a format that advises the CITY that all work has been performed as required. A report shall be submitted in accordance with those standards to apprise the CITY that due care has been taken in the preparation of the Contract Documents. 1.9.9 The VENDOR shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable. The VENDOR shall comply with all of its governing laws, rules, regulations, codes, directives, and other applicable federal, state, and local requirements in preparation of the work. 1.10 The VENDOR shall provide the construction documents, technical specifications, and drawings completed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 1.11 The VENDOR, following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost, shall, when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals and assist in preparing contracts for construction. 1.11.1 The VENDOR shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY'S Procurement Administrative Policy Manual. 1.11.2 Any Opinion of the Construction Cost prepared by VENDOR represents its judgment as a design professional and is supplied for the general guidance of the CITY. Since VENDOR has no control over market conditions, VENDOR does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to the CITY. If the project is not advertised for proposals within three (3) months after delivery of Final Design Plans,through no fault of the VENDOR or if either local market conditions or industry-wide prices have changed because of unusual or unanticipated events affecting the general level of prices or times of delivery in the construction industry, the established Construction Cost limit may be adjusted as determined by the CITY'S Representative and as approved by the CITY, if necessary. Additionally, f the CITY expands a project scope of work after the VENDOR renders the Final estimated probable Construction Cost of the Final Design Plans, the VENDOR shall not be responsible for any redesign without compensation, which shall be mutually agreed to by the parties hereto. 1.11.3 The VENDOR shall provide the CITY with a list of recommended prospective bidders. 1.11.4 The VENDOR shall attend all pre-proposal/per-bid conferences. 1.11.5 The VENDOR shall recommend any addenda, through the CITY'S representative as appropriate, to clarify, correct, or change proposal documents. 1.11.6 If Pre-Qualification of bidders is required as set forth in the Request for Proposals, Request for Qualifications or Invitation to Bid (two-step bid process), VENDOR shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.11.7 If requested, VENDOR shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY. 1.12 The CITY shall make decision on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the work after receiving a recommendation from the VENDOR. The VENDOR shall check schedules, shop drawings and other submissions for the limited purpose of checking conformance with the concept of the project, and for compliance with the information given by the Construction Documents. The VENDOR shall also review change orders prepared and submitted by RFQ CW24-001 General Engineering Consulting Services A-4 Contractor and review and make recommendations to the City for progress payments to the Contractor based on each project schedule of values and the percentage of work completed. The VENDOR will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the construction of the assigned task order projects. 1.12.1 The CITY shall maintain a record of all change orders, which shall be categorized to the various types, causes, etc. that may be determined useful and necessary for its purpose. 1.12.2 If the VENDOR is not the Construction Manager for the construction, the CITY shall notify the VENDOR within three (3) business days of the discovery of any architectural/engineering error or omission so that the VENDOR can be part of the negotiations resolving the claim between the CITY and the Contractor. 1.13 The VENDOR shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination, when the schedule of values is found to be appropriate, the VENDOR shall sign the schedule of values indicated in the belief that the schedule of values constitutes a reasonable, balanced basis for payment of the Application for Payment to the Contractor. 1.14 The VENDOR shall perform on-site construction observation of each project based on the Construction Documents in accordance with paragraph 1.19 "Resident Project Services" of this Agreement. The VENDOR observation shall determine the progress of the work completed, and whether the work is proceeding in a manner indicating that the work when fully competed will be in accordance with the Construction Documents. On the basis of site visits, the VENDOR will provide the CITY with a written report of each site visit in order to reasonably inform the CITY of the progress of the portion of the work completed. The VENDOR shall endeavor to identify for the CITY any defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. The VENDOR shall not have control over or charge of, or responsibility for the construction means, methods, techniques, sequences or procedures. or for safety precautions and programs in connection with the work, nor shall the VENDOR be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The VENDOR shall not have control over or charge of,and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. Based on such observation and the Contractor's Application for Payment, the VENDOR shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated. By issuing a Certificate of Payment, the VENDOR will also represent to the CITY that to the best of its information and belief, based on what its observation has revealed, the work is in accordance with the Construction Documents.The VENDOR shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1,15 The VENDOR shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings, and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY'S version of AutoCad formats for archival purposes. 1.16 The VENDOR shall attend regularly scheduled progress meetings on site bi-monthly or as otherwise determined based on a specific need established prior to construction by the CITY RFQ CW24-001 General Engineering Consulting Services A-5 1.17 The VENDOR shall review change orders prepared and submitted by the Contractor for the CITY'S approval. VENDOR shall not authorize any changes in the work or time, no matter how minor,without prior written approval by the CITY. 1.18 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by VENDOR,which shall be timely completed by Contractor to the satisfaction of the CITY,written notification to Contractor by VENDOR that all releases of liens are satisfied, and written recommendation by VENDOR for final payment to the Contractor which shall be at the sole discretion of the CITY. 1.19 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the VENDOR will, if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ("Resident Project Representative") of the VENDOR. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project Representative will endeavor to identify for the CITY any defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but are not limited to the following: a. Conducting all pre-construction conferences; b. Conducting all necessary construction progress meetings; c. Observation of the work in progress to the extent authorized by the CITY; d. Receipt, review coordination, and disbursement of shop drawings and other submittals; e. Maintenance and preparation of progress reports; f. Field observation and verification of quantities of equipment and materials installed; g. Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; h. Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project-related documents, and at the completion of each project, deliver all such records to the CITY; i. Preparation, update, and distribution of a project budget with each project schedule; j. Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; k. Scheduling and conducting monthly progress meetings at which CITY, Engineer, general contractor, trade contractor, utilities representatives, and suppliers can jointly discuss such matters as procedures, progress, problems, and scheduling. I. Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and/or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; m. Development and implementation of a system for the preparation, review, and processing of change orders; n. Maintenance of a daily log of each project; o. Recording the progress of each project, and submission of written monthly progress reports to the CITY, including information on the Contractors'work and the percentage of completion; p. Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; and q. Securing and transmitting to the CITY, required guarantees; affidavits; releases; key manuals; record drawings; and maintenance stocks; The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the VENDOR or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided, however, that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the VENDOR. The Resident Project Representative shall not have control over or charge of, or responsibility for the construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the work, nor shall the Resident Project Representative be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The Resident Project Representative shall not have control over or charge of, RFQ CW24-001 General Engineering Consulting Services A-6 and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the work. Although VENDOR shall not be responsible for health or safety programs or precautions related to CITY"s activities or those of CITY's other contractors and consultants or their respective subcontractors and vendors ("Contractors"), VENDOR shall nonetheless report to the Resident Project Representative health and safety conditions or deficiencies observed by VENDOR'S employees or representatives. VENDOR shall not be responsible for CITY's pre- existing site conditions or the aggravation of those preexisting site conditions to the extent not caused by the negligence or willful misconduct of VENDOR. VENDOR shall not be responsible for inspecting, observing, or correcting health or safety conditions or deficiencies of CITY, Contractors, or others at the project site ("Project Site") other than for VENDOR's employees, sub-consultants, and vendors. 1.20 ADDITIONAL SERVICES 1.20.1 When additional services are necessary, they shall be specified in the written Task Order. Examples of additional non-exclusive services are: a. Preparation of applications and supporting documents for private or governmental grants, loans, or advances in connection with any particular project. b. Services to make measured drawings of or to investigate existing conditions or facilities or to verify the accuracy of drawings or other information furnished by or to the CITY. c. Services resulting from significant changes in the general scope, extent, or character of any particular project or its design, including but not limited to changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the VENDOR'S control. d. Providing renderings or models for the CITY's use. e. Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out-of-sequence work. f. Investigations and studies involving but not limited to, detailed considerations of operations, maintenance, and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies; cash flow and economic evaluations, rate schedules, and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY. g. Assistance in connection with Proposal/proposal protests, re-bidding or re- negotiating contracts for construction, materials, equipment, or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the VENDOR (e.g. defective plans and/or specifications which inhibit contractors from submitting proposals) in which event there shall be no additional cost for the provision of such services. h. Preparing to serve or serving as a VENDOR or witness for the CITY in any litigation, arbitration, or other legal or administrative proceeding. i. Additional services in connection with a project not otherwise provided for in this Agreement. RFQ CW24-001 General Engineering Consulting Services A-7 j. Services in connection with a field order or change order requested by the CITY. k. Providing artwork, models, or renderings as requested by the CITY. 1.21 When required by the Construction Contract documents in circumstances beyond the VENDOR'S control, and upon the CITY'S authorization, it will furnish the following additional services. a. Services in connection with work changes necessitated by unforeseen conditions encountered during construction. b. Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the VENDOR. c. Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3)acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the VENDOR or if the VENDOR fails to notify the Contractor of the deficient quality of their workmanship pursuant to VENDOR'S duties as described in the Contract Documents, the VENDOR's additional services shall be deemed part of Basic Services and compensated as such. d. Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. e. Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and/or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. f. Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the VENDOR in which case such services shall be deemed Basic Services. Except when caused by a design error by the VENDOR, the cost of such services shall be borne by the Contractor,and this requirement shall be included in the construction contract. 1.22 CITY'S RESPONSIBILITIES 1.22.1 The CITY shall do the following in a timely manner so as not to delay the services of the VENDOR: 1.22.2 Designate in writing a person or persons to act as the CITY's representative with respect to the services to be rendered under this Agreement. Such person(s) shall have complete authority to transmit instructions and receive information with respect to the VENDOR'S services for a particular project.The CITY may have multiple CITY Representative(s) or project managers during the performance of this Agreement based on the specific Task Orders from each of the Scope Categories. 1.22.3 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. 1.22.4 Assist the VENDOR by providing, at the VENDOR's request, all available information pertinent to the Project, including previous reports and any other data relative to the design or construction of the project. RFQ CW24-001 General Engineering Consulting Services A-8 1.22.5 Furnish to the VENDOR, if required for the performance of VENDOR's services (except where otherwise furnished by the VENDOR as Additional Services), the following; 1.22.6 Data prepared by, or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests, and inspection of samples, materials, and equipment; 1.22.6.1 Appropriate professional interpretations of all of the foregoing; 1.22.6.2 Environmental assessment and impact statements; 1.22.6.3 Property, boundary, easement, right-of-way, topographic and utility surveys; 1.22.6.4 Property descriptions; 1.22.6.5 Zoning, deed, and other land use restrictions; 1.22.6.6 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the VENDOR; and 1.22.6.7 Arrange for access to make all provisions for the VENDOR to enter upon the CITY's property as required for the VENDOR to perform services under this Agreement. 1.22.6.8 Consistent with the professional standard of care and unless otherwise specifically provided herein, VENDOR shall be entitled to rely upon the accuracy of data and information provided by the CITY or others without independent review or evaluation. 1.23 SEQUENCE OF EVENTS 1.23.1 Following receipt of any Task Order, the VENDOR shall submit to the CITY, at least five (5) business days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations. 1.23.2 Task Orders will be issued to the VENDOR in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non-performance by VENDOR pursuant to this Agreement. 1.23.3 In accordance with the CITY's Purchasing Policy Manual, proposals received by the VENDOR as a result of a Task Order that exceeds the Procurement threshold amount, will require approval from CITY Commission before the execution of services. 1.23.4 When the CITY issues Task Orders to the VENDOR, each authorization shall contain a stated completion schedule. If caused by the negligent errors or omissions of VENDOR, failure of the VENDOR to meet the stated schedule shall constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. 1.23.5 It is anticipated and intended that the VENDOR will be authorized to begin new Task Order(s) on a "rolling" basis, as some already assigned Task Orders near timely completion. If a subsequent Task Order is issued to the VENDOR before it has completed the current Task Order, the completion date for each Task Order will remain independent of each other so that the VENDOR will prioritize the uncompleted Task Order from the first Task Order and finish as soon as practical. Failure to RFQ CW24-001 General Engineering Consulting Services A-9 complete the"older"Task Orders in a timely manner may adversely impact continued early authorization to start subsequent work. 1.23.6 When the VENDOR has exceeded the stated completion date, including any extension for extenuating circumstances, which may have been granted, a written notice of Default will be issued within seven (7) calendar days of the date that the default became active with a requirement of seven (7) calendar days to cure said default, to the VENDOR and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured. 1.23.7 Should the VENDOR exceed the assigned completion time, the CITY reserves the right not to issue to the VENDOR any further Task Order(s) until such time as it is no longer in default and the VENDOR has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent Task Orders. This restricted issuance provision may result in the VENDOR not being issued all of the planned work the CITY anticipated in this Agreement. The VENDOR shall have no right to the balance of any work or to any compensation associated with these non-issued Task Orders due to the VENDOR being rendered in default. 1.23.8 Should the VENDOR remain in default for a period of fifteen(15)consecutive calendar days beyond the time frame provided in Paragraph 1.23.6, the CITY may at its sole option retain another VENDOR to perform any Services arising out of this Agreement and/or terminate this Agreement. 1.24 DEFINITION OF DEFAULT 1.24.1 An event of default shall mean a material breach of this Agreement. Without limiting the generality of the foregoing and in addition to those instances referred to as a material breach, an event of default shall include the following: a. VENDOR has not performed services on a timely basis due to VENDOR's negligent errors or omissions; b. VENDOR has refused or failed to supply enough properly skilled personnel; c. VENDOR has failed to make prompt payments to VENDOR's sub-consultants or suppliers for any services after receiving payment from the CITY for such services or supplies; d. VENDOR has failed to obtain the approval of the CITY where required by this Agreement; e. VENDOR has refused or failed to provide the services as defined in this Agreement; f. VENDOR has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety(90)calendar days of such date; g. CITY has failed to make payments to VENDOR in accordance with the requirements of this Agreement; 1.24.2 In the event of Default, the VENDOR shall be liable for all damages resulting from the Default including: a. The difference between the amount that has been paid to the VENDOR and the amount required to complete the VENDOR's Services, provided the fees by the firm replacing the VENDOR are reasonable and the hourly rates do not exceed the VENDOR'S rates. This amount shall also include procurement and administrative costs incurred by the CITY. b. In the event of default by the City, VENDOR may suspend the Services pending receipt of such payment. 1.24.3. The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of RFQ CW24-001 General Engineering Consulting Services A-10 the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. 1.25 VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY. 1.26 The CITY's Representative during the performance of this Agreement shall be Keith Webber,or Designee. 1.27 The VENDOR's Representative during the performance of the Agreement shall be Peter • Ganci& Matthew F.West(pganci@west-arch.com) 2. TERM. The initial Agreement period shall be for an initial term of two (2) years, commencing on 11/19/2024,and shall remain in effect through 11/18/2026.The City reserves the right to automatically renew the Agreement for two (2) two-year renewals subject to termination clause(s) as provided herein. The City requires firm fixed rates for the initial agreement term. Either party must give a sixty (60)calendar day(s)written notice prior to the Agreement anniversary date of the intent to not renew for the renewal term. The initial term and any exercised renewal terms are collectively referred to as the "Term." Automatic renewal terms will be based on the same terms, conditions, pricing, specifications,and services herein.The VENDOR understands and acknowledges that all services to be performed will be governed by this Agreement and that there is no guarantee of any assignment, minimum amount of professional services, compensation, or future work being given to the VENDOR. 3. Limited Term Extension: The CITY may, at its sole discretion and without further City Commission action, extend the term of this Agreement for an additional one-hundred and eighty (180) calendar days (the "limited term extension") by filing a written notice signed by the Vendor and the City's Purchasing Department. At no time shall this limited term extension extend more than one-hundred eighty (180) calendar days beyond the expiration date of this Agreement without further City Commission approval. The VENDOR will be reimbursed for these services at the rate in effect when this limited term extension clause was invoked by the CITY. 4. JIM_E OF PERFORMANCE I METHOD OF ORDERING SERVICES. 4.1. Services under this Agreement shall commence upon the CITY's written notice to the VENDOR through an executed Task Order. The VENDOR shall perform all Services and provide all work products required pursuant to this Agreement and the specific Task Order by the sequence of events, or unless the CITY grants an extension of time in writing. 4.2. Limitations. No Task Order issued under this Agreement will be valid if the estimated construction cost of the specific project or the study activity fee exceeds the amounts set forth in Section 287.055, Florida Statutes. 4.3. VENDOR shall complete each Task Order executed during the Term without regard to whether such completion would cause Services to be performed after the expiration date of this Agreement. Any Task Order for which performance extends beyond the Term may be amended after that expiration date, provided that any additional Services, time, and compensation are permitted under this Agreement. The terms and conditions of this Agreement shall continue to govern Task Orders notwithstanding the expiration of this Agreement. 5. PAYMENT. The VENDOR shall be paid by the CITY for completed work and for Services rendered as follows: a. Payment for the Services provided by VENDOR shall be made in accordance with the Fee Schedule as provided in Exhibit B attached hereto. b. Payment as provided in this section by the CITY shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment, and incidentals necessary to complete the Services. c. Compensation for vendor's sub-consultants will be negotiated based on each Task Order. Compensation will be through a direct mark-up in accordance with the Fee Schedule attached RFQ CW24-001 General Engineering Consulting Services A-11 hereto. Sub-consulting services shall be approved by the City's representative in writing prior to performance of the sub-consulting work. Consulting time for processing and management of the VENDOR's sub-consultant shall not be included in direct cost as the direct mark-up is applied for management efforts. d. The VENDOR may submit invoices to the CITY once per month during the progress of the Srevices for partial payment. Such invoices will be checked by the CITY, and upon approval thereof, payment will be made to the VENDOR in the amount approved. e. In certain cases where incremental billing for partially completed Services is permitted by the CITY's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f. Computation of Time Charges/Not-to-Exceed Method of Payment: When a service is to be compensated based on time charge/not-to-exceed method, the VENDOR shall submit a not- to-exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates,which shall not exceed the established hourly rates set forth in the Fee Schedule, plus any sub-consultant services and other related costs supporting the proposed Services. The CITY shall not be obligated to reimburse the VENDOR for costs incurred in excess of the total not-to-exceed cost amount. g. Final payment of any balance due to the VENDOR of the total Task Order price earned will be made promptly upon its ascertainment and verification by the CITY after the completion of the Services under this Agreement and its acceptance by the CITY. h. Final Invoice: In order for both parties herein to close their books and records, the VENDOR will clearly state"Final Invoice"on the VENDOR's final/last billing to the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, any other further charges, if not properly included on this invoice, are considered waived by the VENDOR. i. The VENDOR's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the CITY and State for a period of five (5)years after the termination of the Agreement. Copies shall be made available upon request. j. Hourly rates shall remain fixed and firm for the initial two (2) year period of this Agreement. Cost of subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes as determined by the City, have occurred in the industry,such increases shall not exceed 5% per year, or whichever is less, the latest yearly percentage increase in the All Urban Consumer Price Index (CPI-U) (National) as published by the Bureau of Labor Statistics, U.S. Department of Labor. The yearly increase or decrease in the CPI shall be based on the latest index published and available ninety (90) calendar days prior to the end of the Agreement year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) calendar days prior to the Agreement anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of this Agreement. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the VENDOR, a reasonable reduction in costs that reflect such changes in the industry. All rate increases above 2% must be approved by the City Commission on the recommendation of the Director of Financial Services. k. The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the CITY does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the CITY, the Agreement may be canceled by the CITY upon giving thirty(30)calendar days' written notice to the VENDOR. I. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes. RFQ CW24-001 General Engineering Consulting Services A-12 6. OWNERSHIP AND USE OF DOCUMENTS. Upon completion of any project / Task Order and final payment to VENDOR, all documents, drawings, specifications, and other materials produced by the VENDOR in connection with the services rendered under this Agreement shall be the property of the CITY whether the project for which they are made is executed or not. Notwithstanding the foregoing, the VENDOR shall maintain the rights to reuse standard details and other design copies, including reproducible copies, of drawings and specifications for information, reference, and use in connection with VENDOR's endeavors. Any use of the documents for purposes other than as originally intended by this Agreement,without the written consent of VENDOR, shall be at the CITY's sole risk and without liability to VENDOR and VENDOR's sub-consultants. 7. FUNDING.This Agreement shall remain in full force and effect only as long as the expenditures provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 8. WARRANTIES AND REPRESENTATIONS. VENDOR represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this Agreement and that it will retain and assign qualified professionals to all assigned projects during the term of this Agreement. VENDOR's Services shall meet or exceed the standard of care and skill ordinarily used by members of VENDOR's profession practicing under similar circumstances. In submitting its response to the RFQ, VENDOR has represented to CITY that certain individuals employed by VENDOR shall provide services to CITY pursuant to this Agreement. CITY has relied upon such representations. Therefore, VENDOR shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 9. COMPLIANCE WITH LAWS. VENDOR shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances, and regulations that are applicable to the services to be rendered under this Agreement. 10. INDEMNIFICATION. A. The VENDOR shall indemnify and hold harmless CITY and its current, past, and future officers and employees from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys'fees,to the extent caused by the negligence,recklessness,or intentionally wrongful conduct of VENDOR or other persons employed or utilized by VENDOR in the performance of this Agreement. Neither party to this k iy third party claiming through the other respective party,for any special, incidental, indirect, or consequential damages of any kind, including but not limited to lost profits or use that may result from this Agreement or out of the services or goods furnished hereunder. B. The parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or§768.28, Fla. Stat., as may be amended from time to time. PURSUANT TO FLORIDA STATUTE, NO INDIVIDUAL DESIGN PROFESSIONAL EMPLOYED BY OR ACTING AS AN AGENT OF VENDOR MAY BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM THE NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF THIS AGREEMENT 11. INSURANCE. A. During the performance of the services under this Agreement, VENDOR shall maintain the following insurance policies, and provide originals or certified copies of all policies to CITY's Risk Management Director. All policies shall be written by an insurance company authorized to do business in Florida. VENDOR shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any service pursuant to this Agreement: a. Worker's Compensation Insurance: The VENDOR shall procure and maintain for the life of this Agreement, Worker's Compensation Insurance covering all employees RFQ CW24-001 General Engineering Consulting Services A-13 with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any subcontractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton Beach, executed by the insurance company. b. Comprehensive General Liability:The VENDOR shall procure and maintain for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an"Occurrence" basis. Coverage shall include Premises and Operations; Independent consultants, Products-Completed Operations, and Contractual Liability with specific reference to Article 7, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury, or property damage that could arise directly or indirectly from the performance of this Agreement.VENDOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/and $1,000.000 per occurrence/aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty(30)calendar days prior written notice to the CITY. c. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of this Agreement, Business Automobile Liability Insurance. The VENDOR shall maintain a minimum amount of$1,000,000 combined single limit for bodily injury and property damage liability to protect the VENDOR from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non-owned automobile, included rented automobiles, whether such operations be by the VENDOR or by anyone directly or indirectly employed by the VENDOR. d. Professional Liability (Errors and Omissions) Insurance: The VENDOR shall procure and maintain for the life of this Agreement in the minimum amount of $1,000,000 per occurrence. e. Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined appropriate by the CITY depending on the type of job and exposures contemplated. Coverage must follow the form of the General Liability, Auto Liability, and Employer's Liability. This coverage shall be maintained for a period of no less than the later of three (3) years after the delivery of goods/services or final payment pursuant to the Agreement. B. VENDOR shall provide the CITY with all Certificates of Insurance required under this section prior to beginning performance under this Agreement. Failure to maintain the required insurance will be considered a default of the Agreement. C. The CITY shall be named as an additional insured. The coverage shall contain no !Imitations on the scope of protection afforded to the CITY, its officers,officials,employees,or volunteers.A current valid insurance policy meeting the requirements herein identified shall be maintained during the duration of this Agreement, and shall be endorsed to state that coverage shall not be suspended, voided, or canceled by either party, reduced in coverage in limits except after thirty (30) calendar days prior written notice by either certified mail, return receipt requested, has been given to the CITY. D. The CITY reserves the right to reasonably require any additional insurance coverage or increased limits as determined necessary by the Risk Management Director. The CITY reserves the right to review, modify, reject, or accept any required policies of insurance, including limits, coverage, or endorsements throughout the term of the Agreement. 12. INDEPENDENT VENDOR/CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an independent vendor/contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither VENDOR nor any employee of VENDOR shall be entitled to any benefits accorded CITY employees by virtue of the services provided under this Agreement. The CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or for contributing RFQ CW24-001 General Engineering Consulting Services A-14 to the state industrial insurance program, otherwise assuming the duties of an employer with respect to VENDOR, or any employee of VENDOR. 13. COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the VENDOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the VENDOR any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 14. TRUTH-IN-NEGOTIATION CERTIFICATE. A. Execution of this Agreement by the VENDOR shall act as the execution of a truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement is accurate, complete, and current as of the date of the Agreement and no higher than those charged the VENDOR's most favored customer for the same or substantially similar service. B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non-current wage rates or due to inaccurate representations of fees paid to outside VENDORs. The CITY shall exercise its rights under this "Certificate"within one (1)year following payment. 15. SUBCONTRACTING. A. VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY B. The CITY reserves the right to accept the use of a sub-consultant or to reject the selection of a particular sub-consultant and to inspect ail facilities of any sub-consultant in order to make a determination as to the capability of the sub-consultant to perform properly under this Agreement. If the VENDOR uses any sub-consultants on this project, the following provisions of this Article shall apply: C. If a sub-consultant fails to perform or make progress, as required by this Agreement, and it is necessary to replace the sub-consultant to complete the Services in a timely fashion, the VENDOR shall promptly do so, subject to acceptance of the new sub-consultant by the CITY. The substitution of a sub-consultant shall not be adequate cause to excuse a delay in the performance of any portion of this Agreement as set forth in the Scope of Work or applicable Task Order. D. The VENDOR, its sub-consultants, agents, servants, or employees agree to be bound by the terms and conditions of this Agreement and its agreement with any sub-consultant for work to be performed for the CITY the VENDOR must incorporate the terms of this Agreement. 16. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 17. ASSIGNMENT. The VENDOR shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY. 18. NON-WAIVER.A waiver by either CITY or VENDOR of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. 19. TERMINATION. RFQ CW24-001 General Engineering Consulting Services A-15 A. Termination for Convenience. This Agreement may be terminated by the CITY for convenience, upon fourteen (14)calendar days of written notice by the terminating party to the other party for such termination in which event the VENDOR shall be paid its compensation for services performed to the termination date, including services reasonably related to termination. In the event that the VENDOR abandons the Agreement or causes it to be terminated,the VENDOR shall indemnify the CITY against loss pertaining to this termination. B. Termination for Cause. In addition to all other remedies available to CITY, this Agreement shall be subject to cancellation by CITY for cause, should VENDOR neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by VENDOR of written notice of such neglect or failure. 20. DISPUTES. A. Any and all legal action necessary to enforce the terms of this Agreement shall be governed by the laws of the State of Florida. Any legal action arising from the terms of this Agreement shall be submitted to a court of competent jurisdiction exclusively located in Palm Beach County. B. Correction of Work. If, in the judgment of CITY, work provided by VENDOR does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, CITY reserves the right to require that VENDOR correct all deficiencies in the work to bring the work into conformance without additional cost to CITY, and/or replace any personnel who fail to perform in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-conformance and the quality of workmanship. C. Remedies in Default. In case of default by VENDOR, CITY shall notify VENDOR, in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct VENDOR to comply with all provisions of the Agreement. If the abandonment, delay, refusal,failure, neglect, or default is not cured within seven (7) calendar days of when notice was sent by CITY, CITY may declare a default of the Agreement and notify VENDOR of such declaration of default and terminate the Agreement. a. Upon such declaration of default, all payments remaining due VENDOR at the time of default, less all sums due CITY for damages suffered or expenses incurred by reason of default, shall be due and payable to VENDOR. b. CITY may complete the Agreement, or any part thereof, either by day labor, use of a subcontractor, or by re-letting a contract for the same, and procure the equipment and the facilities necessary for the completion of the Agreement, and charge the cost of same to VENDOR together with the costs incident thereto to such default. c. In the event CITY completes the Agreement at a lesser cost than would have been payable to VENDOR under this Agreement, if the same had been fulfilled by VENDOR, CITY shall retain such differences. Should such cost to CITY be greater, VENDOR shall pay the amount of such excess to the CITY. d. Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the Agreement at any time,whenever the service provided by VENDOR fails to meet reasonable standards of the trade after CITY gives written notice to the VENDOR of the deficiencies as set forth in the written notice within thirty(30) calendar days of the receipt by VENDOR of such notice from CITY. 21. UNCONTROLLABLE FORCES. 21.1 Neither the CITY nor VENDOR shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, RFQ CW24-001 General Engineering Consulting Services A-16 earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 21.2 Neither party shall, however, be excused from performance if non-performance is due to forces, which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. CITY PROVIDED INFORMATION AND SERVICES. 22.1 CITY shall furnish VENDOR available studies, reports,and other data pertinent to VENDOR'S services; obtain or authorize VENDOR to obtain or provide additional reports and data as required; furnish to VENDOR services of others required for the performance of VENDOR's Services hereunder, and VENDOR shall be entitled to use and rely upon all such information and services provided by CITY or others in performing VENDOR's Services under this Agreement. 23. ESTIMATES AND PROJECTIONS. 23.1 In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, VENDOR has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs;competitive bidding procedures and market conditions;time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, VENDOR makes no warranty that CITY's actual project costs, financial aspects, economic feasibility, or schedules will not vary from VENDOR's opinions, analyses, projections, or estimates. 24. THIRD PARTIES. 24.1 The services to be performed by VENDOR are intended solely for the benefit of CITY. No person or entity not a signatory to this Agreement shall be entitled to rely on VENDOR's performance of its services hereunder, and no right to assert a claim against VENDOR by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of VENDOR's services hereunder. 25. NOTICES. Notices to the CITY shall be sent to the following address: Daniel Dugger, City Manager City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, FL 33435 Telephone No. (561) 742-6000 Notices to VENDOR shall be sent to the following address: ATTN: Matthew West' Peter Ganci _ West Architecture + Design, LLC Address:820 North 4th Street . Lantana, FL 33462 Phone: 561-588-20.27 x_24. 2 Email: .com;_pgancitcvwest-arch.com 26. INTEGRATED AGREEMENT.This Agreement, together with RFQ and any addenda and/or attachments, represents the entire and integrated Agreement between the CITY and the VENDOR and supersedes all RFQ CW24-001 General Engineenng Consulting Services A-17 prior negotiations, representations, or agreements, written or oral.This Agreement may be amended only by written instrument signed by both CITY and VENDOR. 27 PUBLIC RECORDS.The CITY is a public agency subject to Chapter 119, Florida Statutes. The VENDOR shall comply with Florida's Public Records Law. Specifically, the VENDOR shall: A. Keep and maintain public records required by the CITY to perform the service; B. 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 Chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and, following completion of the Agreement, VENDOR shall maintain in a secured manner all copies of such confidential and exempt records remaining in its possession once the VENDOR transfers the records in its possession to the CITY; and D. Upon completion of the Agreement, VENDOR shall transfer to the CITY, at no cost to the CITY,all public records in VENDOR's possession.All records stored electronically by VENDOR 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 VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 TELEPHONE: 561-742-6060 CityCler10@_bbfl.us 28. E-VERIFY. 28.1 VENDOR certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. Definitions for this Section: A. "Contractor, Vendor, Proposer, Consultant" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. B. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for a salary, wages, or other remuneration. C. "E-Verify system" means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. RFQ CW24-001 General Engineering Consulting Services A-18 28.1.2 Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E- Verify System in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: A. All persons employed by a Contractor to perform employment duties within Florida during the term of the Agreement; B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and C. By entering into this Agreement, the Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. 28.1.3 Contract Termination. If the City has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09 (1), Fla. Stat., the contract shall be terminated 29. SCRUTINIZED COMPANIES 287.135 and 215.473. By execution of this Agreement, VENDOR certifies that VENDOR is not participating in a boycott of Israel. VENDOR further certifies that VENDOR is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has VENDOR been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The CITY shall provide notice, in writing, to VENDOR of the CITY's determination concerning the false certification. VENDOR shall have five(5)calendar days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, VENDOR shall have ninety(90)calendar days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If VENDOR does not demonstrate that the CITY's determination of false certification was made in error then the CITY shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 30. SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign immunity by the CITY or as a waiver of limits of liability or rights the CITY may have under the doctrine of sovereign immunity or under Section 768.28, Florida Statutes. 31. CONFLICTS. If there is a conflict or inconsistency between any term, statement, requirement, or provision of this Agreement, Exhibits, any Task Order, VENDOR's Proposal, or other documents incorporated into this Agreement, such conflict shall be resolved pursuant to the following order of precedence (1) this Agreement, (2)any Task Order, (3)the RFQ, and (4)VENDOR's Proposal. 32. COMPLIANCE WITH STATE ENERGY POLICY AND CONSERVATION ACT. VENDOR shall comply with all mandatory standards and policies relating to energy efficiency contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Pub. L.94-163, 89 Stat. 871). 33. DOMESTIC PREFERENCE FOR PROCUREMENTS. As appropriate and to the extent consistent with law, the VENDOR should,to the greatest extent practicable, provide a preference for the purchase, acquisition,or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items RFQ CW24-001 General Engineering Consulting Services A-19 and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe;aggregates such as concrete;glass, including optical fiber;and lumber. 34. LICENSE AND DELIVERY OF WORKS SUBJECT TO COPYRIGHT AND DATA RIGHTS. If applicable,the VENDOR grants to CITY, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public,and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this Agreement, VENDOR will identify such data and grant to the CITY or acquire on its behalf a license of the same scope as for data first produced in the performance of this contract. Data,as used herein,shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this Agreement, VENDOR will deliver to the VENDOR data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this Agreement in formats acceptable by VENDOR. 35. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or any subcontractor will have access to an individual's personal identifying information under this Agreement. VENDOR represents and certifies: (i) VENDOR is not owned by the government of a foreign country of concern; (ii) the government of a foreign country of concern does not have a controlling interest in VENDOR; and (iii) VENDOR is not organized under the laws of and does not have its principal place of business in, a foreign country of concern. Prior to VENDOR and any subcontractor having access to personal identifying information pursuant to this Agreement, VENDOR and any subcontractor shall submit to City executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes.Compliance with the requirements of this section is included in the requirements of a proper invoice. Terms used in this section that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes. 36. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, VENDOR shall provide CITY with an affidavit attesting that the VENDOR does not use coercion for labor or services, in accordance with Section 787.06(13), Florida Statutes. 37. COUNTRIES OF CONCERN. VENDOR represents that it is, and for the duration of the Term will remain, in compliance with Section 286.101, Florida Statutes. 38. DULY LICENSED. VENDOR represents that it is duly licensed in Florida to perform the Services under this Agreement and that it will continue to maintain all licenses and approvals required to conduct its business. SIGNATURE PAGE FOLLOWS RFO CW24-001 General Engineering Consulting Services A-20 "This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes." IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be considered an original on the following dates: DATED this/l ay of rJ(?✓-e bO' 2Oc/ CITY OF BOYNTO`%EACH -` ft:- fir « 2y Ty e --11:m70 ayo • •, •• . :• = ".I Name), (Vendor) 1 -/.I Dari r , 71- Print Name of Authorized Official '' 4?Will-----(--- Ti ;=10y NT0A,`N‘ OR .•C• 1 O�:c-, ATF •.01I, (Corporate Seal) > • �: SEAL •.z si 0 v: ORATED; i ,I .INCORP 1 *. 1920; ; Attest/Authenticated: • (-It 1'‘•% FLOR\�P .: .)^--7(...---1- Witness , --------.14 .19r. nt Name Approved as to Form: -ALMA. kj. 404/1/ Shawna G. Lamb, Office of the City Attorney rAttes Auth-ntic- =•: _ / W2 moi+D- rk // II RFQ CW24-001 General Engineering Consulting Services A-21 EXHIBIT A Form of Task Order CITY OF BOYNTON BEACH General Engineering Consulting Services Task Order Task Order No. Consultant: 1. Task/Project. (Insert title and brief description) 2. Detailed Scope of Professional Services. A detailed scope of services under this Task Order, in accordance with the phases of service detailed in the Agreement, is attached as Exhibit 3. Deliverables and Schedule. For study/design related services: Consultant shall deliver to the City the deliverables specified at the time indicated on the attached Exhibit For project administration services: Consultant shall provide project/construction administration services in accordance with the Agreement and project schedule. 4. Compensation. The total estimated construction costs of the Project or the cost of the study or report for this Task Order may not exceed the amounts set forth in Section 287.055, Florida Statutes. The total Fee to be paid to the Consultant under this Task Order shall not exceed , based on the hourly rates currently in effect under the Agreement. A detailed fee schedule is attached as Exhibit The payment schedule (based on deliverables) is attached as Exhibit 5. Agreement Reference. This Task Order shall be performed under the terms and conditions described within the General Engineering Consulting Services Agreement, dated , 20 , by and between the City of Boynton Beach and ("Consultant"), Contract No. 6. Insurance. Consultant shall maintain insurance coverages in accordance with the Agreement and hereby confirms that Certificate(s) of Insurance evidencing current policies meeting the requirements of the Agreement are on file with the City as of the date of this Task Order. 7. Exhibits. All attached Exhibits are incorporated fully into this Task Order and the Agreement. RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A 8. Notice to Proceed(Task Order Form and Purchase Order). ❑ If checked, Consultant's receipt of a fully-executed copy of this Task Order and Purchase Order (PO) shall serve as the Notice to Proceed under this Task Order, effective as of the date the fully-executed Task Order was emailed to the Consultant. ❑ If checked, Consultant shall commence Services under this Task Order as specified in a forthcoming Purchase Order (PO) and Notice to Proceed. CONSULTANT: CITY OF BOYNTON BEACH By: By: Daniel Dugger, City Manager Print Name: Date: , 20_ Date: , 20_ City Attorney's Office Approved as to form and legality By: RFC)CW24-001 General Engineering Consulting Services Task Order Form Exhibit A EXHIBIT B Fee Schedule PERSONNEL CLASSIFICATIONS HOURLY RATE Principal $240.00 _ Project Manager $185.00 Senior Engineer $195.00 Process Engineer N/A Sr. Electrical Engineer _ $195.00 Electrical Engineer _ $175.00 Process Control/Inst. Engineer N/A Sr. Mechanical Engineer $195.00 Mechanical Engineer $175.00 Engineering Technician $135.00 Engineer _ $175.00 Staff Engineer $175.00 Architect $135.00 Senior Architect $185.00 Landscape Architect $175.00 Environmental Specialist N/A Inspector(Zoning& Landscape) $195.00 Inspector(Transportation) N/A Senior Landscape Architect $180.00 Senior Surveyor/Mapper N/A Surveyor/Field Survey Chief N/A Designer $135.00 Senior Designer $185.00 Urban Designer _ N/A Chief Designer N/A Hydrogeologist N/A Principal Hydrogeologist N/A Planning Technician N/A GIS Specialist N/A Structural Engineer $180.00 CADD/Technician $135.00 Architectural CADD/Technician $135.00 Planner N/A Senior Planner N/A Transportation Planner N/A Transportation Planning Technician N/A Public Relations Specialist $200.00 Construction Inspector $150.00 Rate Analyst N/A Senior Rate Analyst N/A Grant Analyst N/A Grant Specialist N/A Clerical/Administrative J $100.00 Reimbursable Expenses: Direct costs such as postage, prints, and delivery services will be billed at cost. Mark-up % Sub-Consultants Fee:_10 RFQ CW24-001 General Engineering Consulting Services Fee Schedule Exhibit B ATTACHMENT "A" City of Boynton Beach Risk Management Department VSURANCE ADVISORY FORM Under the terms and conditions of all contracts,leases,and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured.This is done by providing a Certificate of Insurance listing the City as "Certificate Holder"and The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing Insurance coverages must have a current rating by A.M. Best Co. of"B+"or higher. (NOTE:An insurance contract or binder may be accepted as proof of insurance if a Certificate is provided upon selection of vendor.) Thefollowing is a list of types of insurance required of contractors, lessees,etc., and the limits required by the City: (NOTE:This list is not all inclusive, and the City reserves the right to require additional types of Insurance, or to raise orlower the stated limits,based upon identified risk.) TYPE(Occurrence Based Only) MINIMUM LIMITS REQUIRED General Liability .�- General Aggregate $1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners&Contractor's Protective(OCP) Personal&Adv. Injury $1,000,000.00 Asbestos Abatement Each Occurrence $1,000,000.00 Lead Abatement Fire Damage(any one fire) $ 50,000.00 Broad Form Vendors Med. Expense(any one person) $ 5,000.00 Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual independent Contractors Fire Legal Liability Professional Liability—�— Aggregate ,"---$1,000,000.00 Automobile Liability Combined Single Limit $1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $1,000,000.00 Disease, Policy Limit $1,000,000.00 Disease Each Employe $1,000,000.00 Property: Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other-As Risk Identified to be determined INSURANCE ADVISORY FORM RFQ CW24-001 General Engineering Consulting Services insurance Advisory ATTACHMENT "B" 4 y'1 N•rr` AFFIDAVIT OF COMPLIANCE WITH FOREIGN ENTITY LAWS The undersigned,on behalf of the entity listed below("Entity"),hereby attests under penalty of perjury as follows: 1. Entity is not owned by the government of a foreign country of concern as defined in Section 287.138, Florida Statutes, (Source:§287.138(2)(a), Florida Statutes) 2. The government of a foreign country of concern does not have a controlling interest in Entity.(Source: §287.138(2)(b),Florida Statutes) 3. Entity is not organized under the laws of,and does not have a principal place of business in,a foreign country of concern. (Source: §287.138(2)(c), Florida Statutes) 4. The undersigned is authorized to execute this affidavit on behalf of Entity. � [ ' Date: L-' 20_ Signed: _ Entity:Ii $ € 4k1` rt •f-111_,G Name: fA Title: A 1. 111 ' �. STATE OF 'T r[s, t r COUNTY OF --.(4.2:1' 1 "T:�. L The foregoing instrument was acknowledged before me,by means of D physical presence or D online notarization, this day of /Ai3u S. ,20= , by :. a J• t u f N4- as for $ or- ', };� -/t,�• ,l he lot r, Ii C -_ who is personally known to me or who has produced as identification. Notary Public Signature: /4"4-4%,--.414"-'77- State of Florida at Large(Seal) Print Name: POynt. N )Prt�Ci,7rtr�. }..�... �,.•i PAMELAN HER1dr,r- Notary Pak-State ar r gotta Commission a WI 32185c My Comm.Wires Apr 24.2,48 . -- "�r t lQ ,:its r _ 1''Cr3r.4411. 2 �i 1 .21^)c Affidavit of Compliance with Foreign Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Consulting Services Affidavit of Compliance with Foreign Entity Laws ATTACHMENT "B" Y 0R. • \ ti ti Lru ro AFFIDAVIT OF COMPLIANCE WITH FOREIGN ENTITY LAWS The undersigned,on behalf of the entity listed below("Entity"), hereby attests under penalty of perjury as follows: 1. Entity is not owned by the government of a foreign country of concern as defined in Section 287.138, Florida Statutes (Source: § 287.138(2)(a), Florida Statutes) 2. The government of a foreign country of concern does not have a controlling interest in Entity. (Source: §287.138(2)(b), Florida Statutes) 3. Entity is not organized under the laws of, and does not have a principal place of business in, a foreign country of concern. (Source: § 287.138(2)(c), Florida Statutes) 4 The undersigned is authorized to execute this affidavit on behalf of Entity. Date: ' 2 , 20_* Signed: , r K � Entity: . ; �!. L. `c 1- Name: VI 1\ k ) /AL Title: 1 1Vf^ STATE OF / /, 1c1c. COUNTY OF Rai)1 get I( k The foregoing instrument was acknowledged before me, by means of 0 physical presence or 0 online notarization, this 2 7 day of_ ,. ,20. , by /--ft)114\c,, as rt(>0/ 4 for • ,fZIL / •c •, L(j1(,, llC , who is personally known to me or who has produced as identification. Notary Public Signature: it— .�' State of Florida at Large (Seal) Print Name: owl[ fit , N 4 le, f�c"itt,�� 1 PAMELA N HERNANE: Notary Public•State :l.'/a COMMISSIOn a NH 52115c My Comm.EXDIre5 Apr 25.2:•I4! =4�Gld t r N d!tiatr Awl i . Affidavit of Compliance with Foreign Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Consulting Services Affidavit of Compliance with Foreign Entity Laws 1 rr//Y OA l� s z u ~TON t frr AFFIDAVIT OF COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS In accordance with section 787.06 (13), Florida Statutes, the undersigned, on behalf of the entity listed below("Entity"), hereby attests under penalty of perjury that: Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking." Date: (11 (-e2,-- ?~7 ,20 �-T Signed:___C;;;----- - ' Entity: Ll`-t k f\\X-4t)It i 1 Name: HA-1-11V@-)3 F U0f6 -'I" 1. ✓� i ��IJI.. Title: 1--til ek STATE OF fIc, r d el COUNTY OF pnl/P, jQ,•el( , The foregoing instrument was acknowledged before me, by means of ❑ physical presence or ❑ online _ notarization, this day of-_, 20 Ai , by l"Pi, as t '.'' i !'t,/mak :, , for kit 3t , who is personally known to me or who has produced as identification I Notary Public Signature: <. t, > —. State of Florida at Large(Seal) Print Name: t opi ,, ti (/ 1. nt ,i,-Ir My commission expires: /l+'r 1 I .,Ci, h.`.1 . ;i:;xis'' PAMELA N HERNANDEZ ('�'.�,4::. Notary Public•State of Florio& :(,pj Comio .tort`. My Comm.missExpirn;es AprHH Z9.511856 1018 4 .,..Bonded through National Notary Assn. Affidavit of Compliance with Anti-Human Entity Laws must be completed and returned with the signed Agreement RFC!CW24-001 General Engineering Services Affidavit of Compliance with Anti-Human Trafficking Laws rr 0R ( o�rom0 GENERAL ENGINEERING CONSULTING SERVICES AGREEMENT This Agreement ("Agreement"), is entered into between the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida,with a business address of 100 East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as "CITY", and Tierra South Florida, Inc. a [type of entity: corporation]authorized to do business in the State of Florida, with a business address of 2765 Vista Parkway, Suite 10, West Palm Beach, FL 33411, hereinafter referred to as "VENDOR". In consideration of the mutual benefits, terms, and conditions hereinafter specified, the Parties agree as set forth below. WHEREAS, the CITY solicited proposals for a non-exclusive agreement to perform General Engineering Consulting Services, and WHEREAS, the CITY issued a Request for Qualification for General Engineering Consulting Services; and WHEREAS, RFQ No. CW24-001 defined Scope of Services for General Engineering Consulting Services; and WHEREAS, the CITY determined that VENDOR was qualified for appointment to perform the scope of services set forth in RFQ No. CW24-001; and WHEREAS, the CITY Commission on July 16, 2024, determined that VENDOR was qualified for appointment to perform the scope of services set forth in the Request For Qualifications RFQ No. CW24-001; and NOW,THEREFORE, in consideration of the mutual covenants expressed herein,the parties agree as follows: 1. SERVICES AND RESPONSIBILITIES. 1.1 VENDOR hereby agrees to perform the General Engineering Consulting Services, by way of individual Task Orders, at the request of the CITY during the term of this Agreement as more particularly described in the Request for Qualifications RFQ No. CW24-001 for General Engineering Consulting Services, which is incorporated herein by reference. The specific projects that may be assigned to the VENDOR are in conjunction with the specific ® box next to the Scope Category: ❑Scope Category A Water Plant Modifications, Capacity and Operations Evaluation ❑Scope Category B Infrastructure Improvements and Evaluations ❑Scope Category C Ancillary Studies and Services ❑Scope Category D Transportation Services ❑Scope Category E Architectural Services ❑Scope Category F Hydrogeological Services ❑Scope Category G Green Infrastructure, Sustainability, and Resiliency Services ®Scope Category H Geotechnical Services ❑Scope Category J Civil Land Development Services ❑Scope Category K Recreation and Parks Services 1.2 The VENDOR agrees to perform work assigned by Task Order(s) (the"Services") under such terms as set forth in the Task Order(s). The Task Order Form is attached hereto as Exhibit A. The terms of the Task Order(s) shall be supplemental to the terms of this Agreement. RFQ CW24-001 General Engineering Consulting Services A-1 1.3 VENDOR shall furnish all services, labor, equipment, supplies, and materials necessary and as may be required in the performance of this Agreement, except as otherwise specifically provided for herein, and all Services performed under this Agreement shall be done in a professional manner. 1.4 VENDOR assumes professional and technical responsibility for performance of its services to be provided hereunder in accordance with recognized professional and ethical guidelines established by their profession. If within one year following completion of its services, such services fail to meet the aforesaid standards,and the CITY promptly advises VENDOR thereof in writing, VENDOR agrees to re-perform such deficient services without charge to the CITY. 1.5 The relationship between CITY and VENDOR created hereunder and the services to be provided by VENDOR pursuant to this Agreement are non-exclusive. CITY shall be free to pursue and engage similar relationships with other VENDORS to perform the same or similar services performed by VENDOR hereunder, so long as no other consultant shall be engaged to perform the specific project(s)assigned to VENDOR while VENDOR is so engaged without first terminating such assignment. VENDOR shall be free to pursue relationships with other parties to perform the same or similar services, whether or not such relationships are for services to be performed within the CITY, so long as no such relationship shall result in a conflict of interest, ethical or otherwise, with the CITY's interests in the services provided by VENDOR hereunder. 1.6 The VENDOR is responsible for defects in its work and in the work of its Sub consultants'. 1.7 PRELIMINARY SERVICES PHASE: The VENDOR shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The VENDOR shall attend meetings with the CITY Commission and CITY staff as may be required, and provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents. 1.7.1 During the preliminary services phase, the VENDOR shall advise the CITY, based on VENDOR'S professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project; VENDOR to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY'S needs for surveys; perform site evaluations and comparative studies of prospective site and solutions; and prepare and furnish a report to the City setting forth the VENDOR'S findings and recommendations. 1.7.2 Preliminary design services to be performed by the VENDOR shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 1.7.3 VENDOR shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed project; and/or 1.7.4 Upon authorization of the CITY, the VENDOR will provide advice and assistance relating to operation and maintenance of project or other systems;evaluate and report on operations; assist the CITY in matters relating to regulatory agency operations review or operating permit non-compliance; assist with startup and operator training RFQ CW24-001 General Engineering Consulting Services A-2 for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project. 1.8 BASIC SERVICES: The VENDOR shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY. 1.9 FINAL DESIGN SERVICES shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits, and landfill permits. 1.9.1 The VENDOR based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule, or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical,and electrical systems,and any other requirements or systems, materials and such other elements as may be appropriate for a complete project. The VENDOR shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1.9.2 The VENDOR based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY. The Construction Documents shall consist of drawings and specifications setting forth in detail the requirements for the construction of the project. 1.9.3 The VENDOR shall assist the CITY in the preparation of the necessary proposal information and forms. 1.9.4 The VENDOR shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1.9.5 The VENDOR shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1.9.6 VENDOR shall include in the Construction Documents a requirement that the construction contractor shall provide a final as-built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked-up construction drawings to the VENDOR so that the VENDOR can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1.9.7 Prior to final approval of the Construction Documents by the CITY, the VENDOR shall conduct a thorough review and quality control evaluation of the entire work product for compliance with the requirements of any local, state, or federal agency from which a permit or other approval is required. The VENDOR shall make sure that all necessary approvals have taken place. 1.9.8 Prior to each phased submittal, the VENDOR shall conduct a thorough quality control review and assessment of the work product to determine whether the work is properly RFQ CW24-001 General Engineering Consulting Services A-3 coordinated and confirm that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The VENDOR shall provide to the CITY a Quality Assurance and Quality Control plan in a format that advises the CITY that all work has been performed as required. A report shall be submitted in accordance with those standards to apprise the CITY that due care has been taken in the preparation of the Contract Documents. 1.9.9 The VENDOR shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable. The VENDOR shall comply with all of its governing laws, rules, regulations, codes, directives, and other applicable federal, state, and local requirements in preparation of the work. 1.10 The VENDOR shall provide the construction documents, technical specifications, and drawings completed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 1.11 The VENDOR, following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost, shall, when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals and assist in preparing contracts for construction. 1.11.1 The VENDOR shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY'S Procurement Administrative Policy Manual. 1.11.2 Any Opinion of the Construction Cost prepared by VENDOR represents its judgment as a design professional and is supplied for the general guidance of the CITY. Since VENDOR has no control over market conditions, VENDOR does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to the CITY. If the project is not advertised for proposals within three (3) months after delivery of Final Design Plans,through no fault of the VENDOR or if either local market conditions or industry-wide prices have changed because of unusual or unanticipated events affecting the general level of prices or times of delivery in the construction industry, the established Construction Cost limit may be adjusted as determined by the CITY'S Representative and as approved by the CITY, if necessary. Additionally, if the CITY expands a project scope of work after the VENDOR renders the Final estimated probable Construction Cost of the Final Design Plans, the VENDOR shall not be responsible for any redesign without compensation, which shall be mutually agreed to by the parties hereto. 1.11.3 The VENDOR shall provide the CITY with a list of recommended prospective bidders. 1.11.4 The VENDOR shall attend all pre-proposal/per-bid conferences. 1.11.5 The VENDOR shall recommend any addenda, through the CITY'S representative as appropriate, to clarify, correct, or change proposal documents. 1.11.6 If Pre-Qualification of bidders is required as set forth in the Request for Proposals, Request for Qualifications or Invitation to Bid (two-step bid process), VENDOR shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.11.7 If requested, VENDOR shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY. 1.12 The CITY shall make decision on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the work after receiving a recommendation from the VENDOR. The VENDOR shall check schedules, shop drawings and other submissions for the limited purpose of checking conformance with the RFQ CW24-001 General Engineering Consulting Services A-4 concept of the project, and for compliance with the information given by the Construction Documents. The VENDOR shall also review change orders prepared and submitted by Contractor and review and make recommendations to the City for progress payments to the Contractor based on each project schedule of values and the percentage of work completed. The VENDOR will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the construction of the assigned task order projects. 1.12.1 The CITY shall maintain a record of all change orders, which shall be categorized to the various types, causes, etc. that may be determined useful and necessary for its purpose. 1.12.2 If the VENDOR is not the Construction Manager for the construction, the CITY shall notify the VENDOR within three (3) business days of the discovery of any architectural/engineering error or omission so that the VENDOR can be part of the negotiations resolving the claim between the CITY and the Contractor. 1.13 The VENDOR shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination, when the schedule of values is found to be appropriate, the VENDOR shall sign the schedule of values indicated in the belief that the schedule of values constitutes a reasonable, balanced basis for payment of the Application for Payment to the Contractor. 1.14 The VENDOR shall perform on-site construction observation of each project based on the Construction Documents in accordance with paragraph 1.19 "Resident Project Services" of this Agreement. The VENDOR observation shall determine the progress of the work completed, and whether the work is proceeding in a manner indicating that the work when fully competed will be in accordance with the Construction Documents. On the basis of site visits, the VENDOR will provide the CITY with a written report of each site visit in order to reasonably inform the CITY of the progress of the portion of the work completed. The VENDOR shall endeavor to identify for the CITY any defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. The VENDOR shall not have control over or charge of, or responsibility for the construction means, methods, techniques, sequences or procedures. or for safety precautions and programs in connection with the work, nor shall the VENDOR be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The VENDOR shall not have control over or charge of, and shall not be responsible for,acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. Based on such observation and the Contractor's Application for Payment, the VENDOR shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated. By issuing a Certificate of Payment, the VENDOR will also represent to the CITY that to the best of its information and belief, based on what its observation has revealed, the work is in accordance with the Construction Documents. The VENDOR shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1.15 The VENDOR shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings, and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY'S version of AutoCad formats for archival purposes. 1.16 The VENDOR shall attend regularly scheduled progress meetings on site bi-monthly or as otherwise determined based on a specific need established prior to construction by the CITY. REQ CW24-001 General Engineering Consulting Services A-5 1.17 The VENDOR shall review change orders prepared and submitted by the Contractor for the CITY'S approval. VENDOR shall not authorize any changes in the work or time, no matter how minor, without prior written approval by the CITY. 1.18 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by VENDOR,which shall be timely completed by Contractor to the satisfaction of the CITY,written notification to Contractor by VENDOR that all releases of liens are satisfied, and written recommendation by VENDOR for final payment to the Contractor which shall be at the sole discretion of the CITY. 1.19 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the VENDOR will, if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ("Resident Project Representative") of the VENDOR. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project Representative will endeavor to identify for the CITY any defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but are not limited to the following: a. Conducting all pre-construction conferences; b. Conducting all necessary construction progress meetings; c. Observation of the work in progress to the extent authorized by the CITY; d. Receipt, review coordination, and disbursement of shop drawings and other submittals; e. Maintenance and preparation of progress reports; f. Field observation and verification of quantities of equipment and materials installed; g. Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; h. Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project-related documents, and at the completion of each project, deliver all such records to the CITY; i. Preparation, update, and distribution of a project budget with each project schedule; j. Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; k. Scheduling and conducting monthly progress meetings at which CITY, Engineer, general contractor, trade contractor, utilities representatives, and suppliers can jointly discuss such matters as procedures, progress, problems, and scheduling. I. Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and/or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; m. Development and implementation of a system for the preparation, review, and processing of change orders; n. Maintenance of a daily log of each project; o. Recording the progress of each project, and submission of written monthly progress reports to the CITY, including information on the Contractors'work and the percentage of completion; p. Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; and q. Securing and transmitting to the CITY, required guarantees; affidavits; releases; key manuals; record drawings; and maintenance stocks; The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the VENDOR or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided, however, that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the VENDOR. The Resident Project Representative shall not have control over or charge of, or responsibility for the construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the work, nor shall the Resident Project Representative be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract RFQ CW24-001 General Engineering Consulting Services A-6 Documents. The Resident Project Representative shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the work. Although VENDOR shall not be responsible for health or safety programs or precautions related to CITY"s activities or those of CITY's other contractors and consultants or their respective subcontractors and vendors ("Contractors"), VENDOR shall nonetheless report to the Resident Project Representative health and safety conditions or deficiencies observed by VENDOR'S employees or representatives. VENDOR shall not be responsible for CITY's pre- existing site conditions or the aggravation of those preexisting site conditions to the extent not caused by the negligence or willful misconduct of VENDOR. VENDOR shall not be responsible for inspecting, observing, or correcting health or safety conditions or deficiencies of CITY, Contractors, or others at the project site ("Project Site") other than for VENDOR's employees, sub-consultants, and vendors. 1.20 ADDITIONAL SERVICES 1.20.1 When additional services are necessary, they shall be specified in the written Task Order. Examples of additional non-exclusive services are: a. Preparation of applications and supporting documents for private or governmental grants, loans, or advances in connection with any particular project. b. Services to make measured drawings of or to investigate existing conditions or facilities or to verify the accuracy of drawings or other information furnished by or to the CITY. c. Services resulting from significant changes in the general scope, extent, or character of any particular project or its design, including but not limited to changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the VENDOR'S control. d. Providing renderings or models for the CITY's use. e. Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out-of-sequence work. f. Investigations and studies involving but not limited to, detailed considerations of operations, maintenance, and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies; cash flow and economic evaluations, rate schedules, and appraisals; assistance in obtaining financing for a project: evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY. g. Assistance in connection with Proposal/proposal protests, re-bidding or re- negotiating contracts for construction, materials, equipment, or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the VENDOR (e.g. defective plans and/or specifications which inhibit contractors from submitting proposals) in which event there shall be no additional cost for the provision of such services. h. Preparing to serve or serving as a VENDOR or witness for the CITY in any litigation, arbitration, or other legal or administrative proceeding. i. Additional services in connection with a project not otherwise provided for in this Agreement. RFQ CW24-001 General Engineering Consulting Services A-7 j. Services in connection with a field order or change order requested by the CITY. k. Providing artwork, models, or renderings as requested by the CITY. 1.21 When required by the Construction Contract documents in circumstances beyond the VENDOR'S control, and upon the CITY'S authorization, it will furnish the following additional services. a. Services in connection with work changes necessitated by unforeseen conditions encountered during construction. b. Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the VENDOR. c. Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3)acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the VENDOR or if the VENDOR fails to notify the Contractor of the deficient quality of their workmanship pursuant to VENDOR'S duties as described in the Contract Documents, the VENDOR's additional services shall be deemed part of Basic Services and compensated as such. d. Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. e. Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and/or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. f. Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the VENDOR in which case such services shall be deemed Basic Services. Except when caused by a design error by the VENDOR, the cost of such services shall be borne by the Contractor,and this requirement shall be included in the construction contract. 1.22 CITY'S RESPONSIBILITIES 1.22.1 The CITY shall do the following in a timely manner so as not to delay the services of the VENDOR: 1.22.2 Designate in writing a person or persons to act as the CITY's representative with respect to the services to be rendered under this Agreement. Such person(s) shall have complete authority to transmit instructions and receive information with respect to the VENDOR'S services for a particular project. The CITY may have multiple CITY Representative(s) or project managers during the performance of this Agreement based on the specific Task Orders from each of the Scope Categories. 1.22.3 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements,flexibility and expandability, and any budgetary limitations. 1.22.4 Assist the VENDOR by providing, at the VENDOR's request, all available information pertinent to the Project, including previous reports and any other data relative to the design or construction of the project. RFQ CW24-001 General Engineering Consulting Services A-8 1.22.5 Furnish to the VENDOR, if required for the performance of VENDOR's services (except where otherwise furnished by the VENDOR as Additional Services), the following: 1.22.6 Data prepared by, or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests, and inspection of samples, materials, and equipment; 1.22.6.1 Appropriate professional interpretations of all of the foregoing; 1.22.6.2 Environmental assessment and impact statements; 1.22.6.3 Property, boundary, easement, right-of-way, topographic and utility surveys; 1.22.6.4 Property descriptions; 1.22.6.5 Zoning, deed, and other land use restrictions; 1.22.6.6 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the VENDOR; and 1.22.6.7 Arrange for access to make all provisions for the VENDOR to enter upon the CITY's property as required for the VENDOR to perform services under this Agreement. 1.22.6.8 Consistent with the professional standard of care and unless otherwise specifically provided herein, VENDOR shall be entitled to rely upon the accuracy of data and information provided by the CITY or others without independent review or evaluation. 1.23 SEQUENCE OF EVENTS 1.23.1 Following receipt of any Task Order, the VENDOR shall submit to the CITY, at least five (5) business days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations. 1.23.2 Task Orders will be issued to the VENDOR in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non-performance by VENDOR pursuant to this Agreement. 1.23.3 In accordance with the CITY's Purchasing Policy Manual, proposals received by the VENDOR as a result of a Task Order that exceeds the Procurement threshold amount, will require approval from CITY Commission before the execution of services. 1.23.4 When the CITY issues Task Orders to the VENDOR, each authorization shall contain a stated completion schedule. If caused by the negligent errors or omissions of VENDOR, failure of the VENDOR to meet the stated schedule shall constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. 1.23.5 It is anticipated and intended that the VENDOR will be authorized to begin new Task Order(s) on a "rolling" basis, as some already assigned Task Orders near timely completion. If a subsequent Task Order is issued to the VENDOR before it has completed the current Task Order, the completion date for each Task Order will remain independent of each other so that the VENDOR will prioritize the uncompleted Task Order from the first Task Order and finish as soon as practical. Failure to RFQ CW24-001 General Engineering Consulting Services A-9 complete the"older"Task Orders in a timely manner may adversely impact continued early authorization to start subsequent work. 1.23.6 When the VENDOR has exceeded the stated completion date, including any extension for extenuating circumstances, which may have been granted, a written notice of Default will be issued within seven (7) calendar days of the date that the default became active with a requirement of seven (7) calendar days to cure said default, to the VENDOR and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured. 1.23.7 Should the VENDOR exceed the assigned completion time, the CITY reserves the right not to issue to the VENDOR any further Task Order(s) until such time as it is no longer in default and the VENDOR has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent Task Orders. This restricted issuance provision may result in the VENDOR not being issued all of the planned work the CITY anticipated in this Agreement. The VENDOR shall have no right to the balance of any work or to any compensation associated with these non-issued Task Orders due to the VENDOR being rendered in default. 1.23.8 Should the VENDOR remain in default for a period of fifteen(15)consecutive calendar days beyond the time frame provided in Paragraph 1.23.6, the CITY may at its sole option retain another VENDOR to perform any Services arising out of this Agreement and/or terminate this Agreement. 1.24 DEFINITION OF DEFAULT 1.24.1 An event of default shall mean a material breach of this Agreement. Without limiting the generality of the foregoing and in addition to those instances referred to as a material breach, an event of default shall include the following: a. VENDOR has not performed services on a timely basis due to VENDOR's negligent errors or omissions; b. VENDOR has refused or failed to supply enough properly skilled personnel; c. VENDOR has failed to make prompt payments to VENDOR's sub-consultants or suppliers for any services after receiving payment from the CITY for such services or supplies; d. VENDOR has failed to obtain the approval of the CITY where required by this Agreement; e. VENDOR has refused or failed to provide the services as defined in this Agreement; f. VENDOR has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety (90)calendar days of such date; g. CITY has failed to make payments to VENDOR in accordance with the requirements of this Agreement; 1.24.2 In the event of Default, the VENDOR shall be liable for all damages resulting from the Default including: a. The difference between the amount that has been paid to the VENDOR and the amount required to complete the VENDOR's Services, provided the fees by the firm replacing the VENDOR are reasonable and the hourly rates do not exceed the VENDOR'S rates. This amount shall also include procurement and administrative costs incurred by the CITY. b. In the event of default by the City, VENDOR may suspend the Services pending receipt of such payment. 1.24.3. The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of RFQ CW24-001 General Engineering Consulting Services A-10 the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. 1.25 VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY. 1.26 The CITY's Representative during the performance of this Agreement shall be Keith Webber, or Designee. 1.27 The VENDOR's Representative during the performance of the Agreement shall be Raj Krishnasamy(raj@tsfgeo.com). 2. TERM. The initial Agreement period shall be for an initial term of two (2) years, commencing on 11/19/2024, and shall remain in effect through 11/18/2026. The City reserves the right to automatically renew the Agreement for two (2) two-year renewals subject to termination clause(s) as provided herein. The City requires firm fixed rates for the initial agreement term. Either party must give a sixty (60) calendar day(s)written notice prior to the Agreement anniversary date of the intent to not renew for the renewal term. The initial term and any exercised renewal terms are collectively referred to as the "Term." Automatic renewal terms will be based on the same terms, conditions, pricing, specifications, and services herein. The VENDOR understands and acknowledges that all services to be performed will be governed by this Agreement and that there is no guarantee of any assignment, minimum amount of professional services, compensation, or future work being given to the VENDOR. 3. Limited Term Extension: The CITY may, at its sole discretion and without further City Commission action, extend the term of this Agreement for an additional one-hundred and eighty (180) calendar days (the "limited term extension") by filing a written notice signed by the Vendor and the City's Purchasing Department. At no time shall this limited term extension extend more than one-hundred eighty (180) calendar days beyond the expiration date of this Agreement without further City Commission approval. The VENDOR will be reimbursed for these services at the rate in effect when this limited term extension clause was invoked by the CITY. 4. TIME OF PERFORMANCE/METHOD OF ORDERING SERVICES. 4.1. Services under this Agreement shall commence upon the CITY's written notice to the VENDOR through an executed Task Order. The VENDOR shall perform all Services and provide all work products required pursuant to this Agreement and the specific Task Order by the sequence of events, or unless the CITY grants an extension of time in writing. 4.2. Limitations. No Task Order issued under this Agreement will be valid if the estimated construction cost of the specific project or the study activity fee exceeds the amounts set forth in Section 287.055, Florida Statutes. 4.3. VENDOR shall complete each Task Order executed during the Term without regard to whether such completion would cause Services to be performed after the expiration date of this Agreement. Any Task Order for which performance extends beyond the Term may be amended after that expiration date, provided that any additional Services, time, and compensation are permitted under this Agreement. The terms and conditions of this Agreement shall continue to govern Task Orders notwithstanding the expiration of this Agreement. 5. PAYMENT. The VENDOR shall be paid by the CITY for completed work and for Services rendered as follows: a. Payment for the Services provided by VENDOR shall be made in accordance with the Fee Schedule as provided in Exhibit B attached hereto. b. Payment as provided in this section by the CITY shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment, and incidentals necessary to complete the Services. c. Compensation for vendor's sub-consultants will be negotiated based on each Task Order. Compensation will be through a direct mark-up in accordance with the Fee Schedule attached RFQ CW24-001 General Engineering Consulting Services A-11 hereto. Sub-consulting services shall be approved by the City's representative in writing prior to performance of the sub-consulting work. Consulting time for processing and management of the VENDOR's sub-consultant shall not be included in direct cost as the direct mark-up is applied for management efforts. d. The VENDOR may submit invoices to the CITY once per month during the progress of the Srevices for partial payment. Such invoices will be checked by the CITY, and upon approval thereof, payment will be made to the VENDOR in the amount approved. e. In certain cases where incremental billing for partially completed Services is permitted by the CITY's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f. Computation of Time Charges/Not-to-Exceed Method of Payment: When a service is to be compensated based on time charge/not-to-exceed method, the VENDOR shall submit a not- to-exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates,which shall not exceed the established hourly rates set forth in the Fee Schedule, plus any sub-consultant services and other related costs supporting the proposed Services. The CITY shall not be obligated to reimburse the VENDOR for costs incurred in excess of the total not-to-exceed cost amount. g. Final payment of any balance due to the VENDOR of the total Task Order price earned will be made promptly upon its ascertainment and verification by the CITY after the completion of the Services under this Agreement and its acceptance by the CITY. h. Final Invoice: In order for both parties herein to close their books and records, the VENDOR will clearly state"Final Invoice"on the VENDOR's final/last billing to the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, any other further charges, if not properly included on this invoice, are considered waived by the VENDOR. i. The VENDOR's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the CITY and State for a period of five (5) years after the termination of the Agreement. Copies shall be made available upon request. j. Hourly rates shall remain fixed and firm for the initial two (2) year period of this Agreement. Cost of subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes as determined by the City, have occurred in the industry, such increases shall not exceed 5% per year, or whichever is less, the latest yearly percentage increase in the All Urban Consumer Price Index (CPI-U) (National) as published by the Bureau of Labor Statistics, U.S. Department of Labor. The yearly increase or decrease in the CPI shall be based on the latest index published and available ninety (90) calendar days prior to the end of the Agreement year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) calendar days prior to the Agreement anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of this Agreement. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the VENDOR, a reasonable reduction in costs that reflect such changes in the industry. All rate increases above 2% must be approved by the City Commission on the recommendation of the Director of Financial Services. k. The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the CITY does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the CITY, the Agreement may be canceled by the CITY upon giving thirty(30)calendar days' written notice to the VENDOR. I. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes. RFQ CW24-001 General Engineering Consulting Services A-12 6. OWNERSHIP AND USE OF DOCUMENTS. Upon completion of any project / Task Order and final payment to VENDOR, all documents, drawings, specifications, and other materials produced by the VENDOR in connection with the services rendered under this Agreement shall be the property of the CITY whether the project for which they are made is executed or not. Notwithstanding the foregoing, the VENDOR shall maintain the rights to reuse standard details and other design copies, including reproducible copies, of drawings and specifications for information, reference, and use in connection with VENDOR's endeavors. Any use of the documents for purposes other than as originally intended by this Agreement, without the written consent of VENDOR, shall be at the CITY's sole risk and without liability to VENDOR and VENDOR's sub-consultants. 7. FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 8. WARRANTIES AND REPRESENTATIONS. VENDOR represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this Agreement and that it will retain and assign qualified professionals to all assigned projects during the term of this Agreement. VENDOR's Services shall meet or exceed the standard of care and skill ordinarily used by members of VENDOR's profession practicing under similar circumstances. In submitting its response to the RFQ, VENDOR has represented to CITY that certain individuals employed by VENDOR shall provide services to CITY pursuant to this Agreement. CITY has relied upon such representations. Therefore,VENDOR shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 9. COMPLIANCE WITH LAWS. VENDOR shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances, and regulations that are applicable to the services to be rendered under this Agreement. 10. INDEMNIFICATION. A. The VENDOR shall indemnify and hold harmless CITY and its current, past, and future officers and employees from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys'fees,to the extent caused by the negligence, recklessness,or intentionally wrongful conduct of VENDOR or other persons employed or utilized by VENDOR in the performance of this Agreement. Neither party to this Agreement shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect, or consequential damages of any kind, including but not limited to lost profits or use that may result from this Agreement or out of the services or goods furnished hereunder. B. The parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or§768.28, Fla. Stat., as may be amended from time to time. PURSUANT TO FLORIDA STATUTE, NO INDIVIDUAL DESIGN PROFESSIONAL EMPLOYED BY OR ACTING AS AN AGENT OF VENDOR MAY BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM THE NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF THIS AGREEMENT 11. INSURANCE. A. During the performance of the services under this Agreement, VENDOR shall maintain the following insurance policies, and provide originals or certified copies of all policies to CITY's Risk Management Director. All policies shall be written by an insurance company authorized to do business in Florida. VENDOR shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any service pursuant to this Agreement: a. Worker's Compensation Insurance: The VENDOR shall procure and maintain for the life of this Agreement, Worker's Compensation Insurance covering all employees RFQ CW24-001 General Engineering Consulting Services A-13 with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any subcontractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton Beach, executed by the insurance company. b. Comprehensive General Liability: The VENDOR shall procure and maintain for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an"Occurrence"basis. Coverage shall include Premises and Operations; Independent consultants, Products-Completed Operations, and Contractual Liability with specific reference to Article 7, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury, or property damage that could arise directly or indirectly from the performance of this Agreement.VENDOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/and $1,000.000 per occurrence/aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty(30)calendar days prior written notice to the CITY. c. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of this Agreement, Business Automobile Liability Insurance. The VENDOR shall maintain a minimum amount of$1,000,000 combined single limit for bodily injury and property damage liability to protect the VENDOR from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non-owned automobile, included rented automobiles, whether such operations be by the VENDOR or by anyone directly or indirectly employed by the VENDOR. d. Professional Liability (Errors and Omissions) Insurance: The VENDOR shall procure and maintain for the life of this Agreement in the minimum amount of $1,000,000 per occurrence. e. Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined appropriate by the CITY depending on the type of job and exposures contemplated. Coverage must follow the form of the General Liability, Auto Liability, and Employer's Liability. This coverage shall be maintained for a period of no less than the later of three (3) years after the delivery of goods/services or final payment pursuant to the Agreement. B. VENDOR shall provide the CITY with all Certificates of Insurance required under this section prior to beginning performance under this Agreement. Failure to maintain the required insurance will be considered a default of the Agreement. C. The CITY shall be named as an additional insured. The coverage shall contain no limitations on the scope of protection afforded to the CITY, its officers,officials,employees,or volunteers.A current valid insurance policy meeting the requirements herein identified shall be maintained during the duration of this Agreement, and shall be endorsed to state that coverage shall not be suspended, voided, or canceled by either party, reduced in coverage in limits except after thirty (30) calendar days prior written notice by either certified mail, return receipt requested, has been given to the CITY. D. The CITY reserves the right to reasonably require any additional insurance coverage or increased limits as determined necessary by the Risk Management Director. The CITY reserves the right to review, modify, reject, or accept any required policies of insurance, including limits, coverage, or endorsements throughout the term of the Agreement. 12. INDEPENDENT VENDOR/CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an independent vendor/contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither VENDOR nor any employee of VENDOR shall be entitled to any benefits accorded CITY employees by virtue of the services provided under this Agreement. The CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or for contributing RFQ CW24-001 General Engineering Consulting Services A-14 to the state industrial insurance program, otherwise assuming the duties of an employer with respect to VENDOR, or any employee of VENDOR. 13. COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the VENDOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the VENDOR any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 14. TRUTH-IN-NEGOTIATION CERTIFICATE. A. Execution of this Agreement by the VENDOR shall act as the execution of a truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement is accurate, complete, and current as of the date of the Agreement and no higher than those charged the VENDOR's most favored customer for the same or substantially similar service. B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non-current wage rates or due to inaccurate representations of fees paid to outside VENDORs. The CITY shall exercise its rights under this "Certificate"within one (1)year following payment. 15. SUBCONTRACTING. A. VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY B. The CITY reserves the right to accept the use of a sub-consultant or to reject the selection of a particular sub-consultant and to inspect all facilities of any sub-consultant in order to make a determination as to the capability of the sub-consultant to perform properly under this Agreement. If the VENDOR uses any sub-consultants on this project, the following provisions of this Article shall apply: C. If a sub-consultant fails to perform or make progress, as required by this Agreement, and it is necessary to replace the sub-consultant to complete the Services in a timely fashion, the VENDOR shall promptly do so, subject to acceptance of the new sub-consultant by the CITY. The substitution of a sub-consultant shall not be adequate cause to excuse a delay in the performance of any portion of this Agreement as set forth in the Scope of Work or applicable Task Order. D. The VENDOR, its sub-consultants, agents, servants, or employees agree to be bound by the terms and conditions of this Agreement and its agreement with any sub-consultant for work to be performed for the CITY the VENDOR must incorporate the terms of this Agreement. 16. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 17. ASSIGNMENT. The VENDOR shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY. 18. NON-WAIVER.A waiver by either CITY or VENDOR of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. 19. TERMINATION. RFQ CW24-001 General Engineering Consulting Services A-15 A. Termination for Convenience. This Agreement may be terminated by the CITY for convenience, upon fourteen (14) calendar days of written notice by the terminating party to the other party for such termination in which event the VENDOR shall be paid its compensation for services performed to the termination date, including services reasonably related to termination. In the event that the VENDOR abandons the Agreement or causes it to be terminated,the VENDOR shall indemnify the CITY against loss pertaining to this termination. B. Termination for Cause. In addition to all other remedies available to CITY, this Agreement shall be subject to cancellation by CITY for cause, should VENDOR neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by VENDOR of written notice of such neglect or failure. 20. DISPUTES. A. Any and all legal action necessary to enforce the terms of this Agreement shall be governed by the laws of the State of Florida. Any legal action arising from the terms of this Agreement shall be submitted to a court of competent jurisdiction exclusively located in Palm Beach County. B. Correction of Work. If, in the judgment of CITY,work provided by VENDOR does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, CITY reserves the right to require that VENDOR correct all deficiencies in the work to bring the work into conformance without additional cost to CITY, and/or replace any personnel who fail to perform in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-conformance and the quality of workmanship. C. Remedies in Default. In case of default by VENDOR, CITY shall notify VENDOR, in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct VENDOR to comply with all provisions of the Agreement. If the abandonment,delay, refusal,failure, neglect,or default is not cured within seven (7) calendar days of when notice was sent by CITY, CITY may declare a default of the Agreement and notify VENDOR of such declaration of default and terminate the Agreement. a. Upon such declaration of default, all payments remaining due VENDOR at the time of default,less all sums due CITY for damages suffered or expenses incurred by reason of default, shall be due and payable to VENDOR. b. CITY may complete the Agreement, or any part thereof, either by day labor, use of a subcontractor, or by re-letting a contract for the same, and procure the equipment and the facilities necessary for the completion of the Agreement, and charge the cost of same to VENDOR together with the costs incident thereto to such default. c. In the event CITY completes the Agreement at a lesser cost than would have been payable to VENDOR under this Agreement, if the same had been fulfilled by VENDOR, CITY shall retain such differences. Should such cost to CITY be greater, VENDOR shall pay the amount of such excess to the CITY. d. Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the Agreement at any time,whenever the service provided by VENDOR fails to meet reasonable standards of the trade after CITY gives written notice to the VENDOR of the deficiencies as set forth in the written notice within thirty (30) calendar days of the receipt by VENDOR of such notice from CITY. 21. UNCONTROLLABLE FORCES. 21.1 Neither the CITY nor VENDOR shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, RFQ CW24-001 General Engineering Consulting Services A-16 earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 21.2 Neither party shall, however, be excused from performance if non-performance is due to forces, which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. CITY PROVIDED INFORMATION AND SERVICES. 22.1 CITY shall furnish VENDOR available studies, reports,and other data pertinent to VENDOR'S services; obtain or authorize VENDOR to obtain or provide additional reports and data as required; furnish to VENDOR services of others required for the performance of VENDOR's Services hereunder, and VENDOR shall be entitled to use and rely upon all such information and services provided by CITY or others in performing VENDOR's Services under this Agreement. 23. ESTIMATES AND PROJECTIONS. 23.1 In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, VENDOR has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs;competitive bidding procedures and market conditions;time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, VENDOR makes no warranty that CITY's actual project costs, financial aspects, economic feasibility, or schedules will not vary from VENDOR's opinions, analyses, projections, or estimates. 24. THIRD PARTIES. 24.1 The services to be performed by VENDOR are intended solely for the benefit of CITY. No person or entity not a signatory to this Agreement shall be entitled to rely on VENDOR's performance of its services hereunder, and no right to assert a claim against VENDOR by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of VENDOR's services hereunder. 25. NOTICES. Notices to the CITY shall be sent to the following address: Daniel Dugger, City Manager City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, FL 33435 Telephone No. (561) 742-6000 Notices to VENDOR shall be sent to the following address: ATTN: Raj Krishnasamy; Bonni Funt Tierra South Florida, Inc. Address: 2765 Vista Parkway Suite 10 West Palm Beach, FL 33411 Phone: 561-687-8536 Email: raj@tsfgeo.com ; bfunt@tsfgeo.com 26. INTEGRATED AGREEMENT. This Agreement, together with RFQ and any addenda and/or attachments, represents the entire and integrated Agreement between the CITY and the VENDOR and supersedes all RFQ CW24-001 General Engineering Consulting Services A-17 prior negotiations, representations, or agreements, written or oral. This Agreement may be amended only by written instrument signed by both CITY and VENDOR. 27. PUBLIC RECORDS.The CITY is a public agency subject to Chapter 119, Florida Statutes. The VENDOR shall comply with Florida's Public Records Law. Specifically, the VENDOR shall: A. Keep and maintain public records required by the CITY to perform the service; B. 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 Chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and, following completion of the Agreement, VENDOR shall maintain in a secured manner all copies of such confidential and exempt records remaining in its possession once the VENDOR transfers the records in its possession to the CITY; and D. Upon completion of the Agreement, VENDOR shall transfer to the CITY, at no cost to the CITY,all public records in VENDOR's possession.All records stored electronically by VENDOR 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 VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 TELEPHONE: 561-742-6060 CityClerk(c�bbfl.us 28. E-VERIFY. 28.1 VENDOR certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. Definitions for this Section: A. "Contractor, Vendor, Proposer, Consultant" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. B. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for a salary, wages, or other remuneration. C. "E-Verify system" means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. RFQ CW24-001 General Engineering Consulting Services A-18 28.1.2 Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E- Verify System in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: A. All persons employed by a Contractor to perform employment duties within Florida during the term of the Agreement; B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and C. By entering into this Agreement, the Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. 28.1.3 Contract Termination. If the City has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09 (1), Fla. Stat., the contract shall be terminated 29. SCRUTINIZED COMPANIES 287.135 and 215.473. By execution of this Agreement, VENDOR certifies that VENDOR is not participating in a boycott of Israel. VENDOR further certifies that VENDOR is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has VENDOR been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The CITY shall provide notice, in writing, to VENDOR of the CITY's determination concerning the false certification.VENDOR shall have five (5)calendar days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, VENDOR shall have ninety(90)calendar days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If VENDOR does not demonstrate that the CITY's determination of false certification was made in error then the CITY shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 30. SOVEREIGN IMMUNITY.Nothing contained herein is intended to serve as a waiver of sovereign immunity by the CITY or as a waiver of limits of liability or rights the CITY may have under the doctrine of sovereign immunity or under Section 768.28, Florida Statutes. 31. CONFLICTS. If there is a conflict or inconsistency between any term, statement, requirement,or provision of this Agreement, Exhibits, any Task Order, VENDOR's Proposal, or other documents incorporated into this Agreement, such conflict shall be resolved pursuant to the following order of precedence (1) this Agreement, (2)any Task Order, (3)the RFQ, and (4)VENDOR's Proposal. 32. COMPLIANCE WITH STATE ENERGY POLICY AND CONSERVATION ACT. VENDOR shall comply with all mandatory standards and policies relating to energy efficiency contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Pub. L. 94-163, 89 Stat. 871). 33. DOMESTIC PREFERENCE FOR PROCUREMENTS. As appropriate and to the extent consistent with law, the VENDOR should,to the greatest extent practicable, provide a preference for the purchase, acquisition,or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items RFQ CW24-001 General Engineering Consulting Services A-19 and construction materials composed in whole or in part of non-ferrous metals such as aluminum;plastics and polymer-based products such as polyvinyl chloride pipe;aggregates such as concrete;glass, including optical fiber; and lumber. 34. LICENSE AND DELIVERY OF WORKS SUBJECT TO COPYRIGHT AND DATA RIGHTS. If applicable,the VENDOR grants to CITY, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this Agreement, VENDOR will identify such data and grant to the CITY or acquire on its behalf a license of the same scope as for data first produced in the performance of this contract. Data,as used herein, shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this Agreement, VENDOR will deliver to the VENDOR data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this Agreement in formats acceptable by VENDOR. 35. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or any subcontractor will have access to an individual's personal identifying information under this Agreement. VENDOR represents and certifies: (i) VENDOR is not owned by the government of a foreign country of concern; (ii) the government of a foreign country of concern does not have a controlling interest in VENDOR; and (iii) VENDOR is not organized under the laws of and does not have its principal place of business in, a foreign country of concern. Prior to VENDOR and any subcontractor having access to personal identifying information pursuant to this Agreement, VENDOR and any subcontractor shall submit to City executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes. Compliance with the requirements of this section is included in the requirements of a proper invoice. Terms used in this section that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes. 36. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, VENDOR shall provide CITY with an affidavit attesting that the VENDOR does not use coercion for labor or services, in accordance with Section 787.06(13), Florida Statutes. 37. COUNTRIES OF CONCERN. VENDOR represents that it is, and for the duration of the Term will remain, in compliance with Section 286.101, Florida Statutes. 38. DULY LICENSED. VENDOR represents that it is duly licensed in Florida to perform the Services under this Agreement and that it will continue to maintain all licenses and approvals required to conduct its business. SIGNATURE PAGE FOLLOWS RFQ CW24-001 General Engineering Consulting Services A-20 "This Agreement will take effect once signed by both parties.This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes." IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be considered an original on the following dates: DATED this 79t1 y of Ul•eYY7 C , 20c71�. CITY OF BOYNT i BEACH ,, X.' Arr AIM" / ,202 71czJ` T -. - •a, . or (Authorized fficial Name), (Vendor) Raj Krishnasamy, P.E. Print Name of Authorized Official President Title (Corporate Seal) Attes •uthenticated: II r_____ /f /L4--4.)tt Wi ess Dominique J. :enne• Print Name Approved as to Form: Ail/44 ,, j, ,W1/4 Shawna G. Lamb, 0 Ice of the City Attorney ttest/'uth-nticat•d: 4Maylee De esu:.City Clerk RFQ CW24-001 General Engineering Consulting Services A-21 EXHIBIT A Form of Task Order CITY OF BOYNTON BEACH General Engineering Consulting Services Task Order Task Order No. Consultant: 1. Task/Project. (Insert title and brief description) 2. Detailed Scope of Professional Services. A detailed scope of services under this Task Order, in accordance with the phases of service detailed in the Agreement, is attached as Exhibit 3. Deliverables and Schedule. For study/design related services: Consultant shall deliver to the City the deliverables specified at the time indicated on the attached Exhibit For project administration services: Consultant shall provide project/construction administration services in accordance with the Agreement and project schedule. 4. Compensation. The total estimated construction costs of the Project or the cost of the study or report for this Task Order may not exceed the amounts set forth in Section 287.055, Florida Statutes. The total Fee to be paid to the Consultant under this Task Order shall not exceed , based on the hourly rates currently in effect under the Agreement. A detailed fee schedule is attached as Exhibit The payment schedule (based on deliverables) is attached as Exhibit . 5. greement Reference. This Task Order shall be performed under the terms and conditions described within the General Engineering Consulting Services Agreement, dated , 20 , by and between the City of Boynton Beach and ("Consultant"), Contract No. . 6. Insurance. Consultant shall maintain insurance coverages in accordance with the Agreement and hereby confirms that Certificate(s) of Insurance evidencing current policies meeting the requirements of the Agreement are on file with the City as of the date of this Task Order. 7. Exhibits. All attached Exhibits are incorporated fully into this Task Order and the Agreement. RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A 8. Notice to Proceed (Task Order Form and Purchase Order). ❑ If checked, Consultant's receipt of a fully-executed copy of this Task Order and Purchase Order (PO) shall serve as the Notice to Proceed under this Task Order, effective as of the date the fully-executed Task Order was emailed to the Consultant. ❑ If checked, Consultant shall commence Services under this Task Order as specified in a forthcoming Purchase Order (PO) and Notice to Proceed. CONSULTANT: CITY OF BOYNTON BEACH By: By: Daniel Dugger, City Manager Print Name: Date: , 20 Date: , 20_ City Attorney's Office Approved as to form and legality By: RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A EXHIBIT B Fee Schedule PERSONNEL CLASSIFICATIONS HOURLY RATE Principal $225.00 Project Manager $200.00 Senior Engineer $200.00 Process Engineer Sr. Electrical Engineer Electrical Engineer Process Control/Inst. Engineer Sr. Mechanical Engineer Mechanical Engineer Engineering Technician $95.00 Engineer _ $175.00 Staff Engineer _ $150.00 Architect Senior Architect Landscape Architect Environmental Specialist Inspector(Zoning & Landscape) Inspector(Transportation) $95.00 Senior Landscape Architect Senior Surveyor/Mapper Surveyor/Field Survey Chief Designer Senior Designer Urban Designer Chief Designer Hydrogeologist Principal Hydrogeologist Planning Technician GIS Specialist Structural Engineer CADD/Technician $105.00 Architectural CADD/Technician Planner Senior Planner Transportation Planner Transportation Planning Technician Public Relations Specialist Construction Inspector $95.00 Rate Analyst Senior Rate Analyst Grant Analyst Grant Specialist Clerical/Administrative $75.00 Reimbursable Expenses: Direct costs such as postage, prints, and delivery services will be billed at cost. Mark-up % Sub-Consultants Fee: 10 RFQ CW24-001 General Engineering Consulting Services Fee Schedule Exhibit B ATTACHMENT "A" City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts, leases, and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as "Certificate Holder" and "The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+" or higher. (NOTE:An insurance contract or binder may be accepted as proof of insurance if a Certificate is provided upon selection of vendor.) Thefollowing is a list of types of insurance required of contractors, lessees, etc., and the limits required by the City: (NOTE: This list is not all inclusive, and the City reserves the right to require additional types of insurance, or to raise orlower the stated limits, based upon identified risk.) TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners & Contractor's Protective (OCP) Personal &Adv. Injury $ 1,000,000.00 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage (any one fire) $ 50,000.00 Broad Form Vendors Med. Expense (any one person) $ 5,000.00 Premises Operations Underground Explosion &Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability Professional Liability Aggregate $ 1,000,000.00 Automobile Liability Combined Single Limit $ 1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease, Policy Limit $ 1,000,000.00 Disease Each Employee $ 1,000,000.00 Property: Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other-As Risk Identified to be determined INSURANCE ADVISORY FORM RFQ CW24-001 General Engineering Consulting Services Insurance Advisory TIERSOU-01 WBATESON ACC)RL CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 8/19/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS ' CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the 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 MIXT 8300 &Gough r PHONE,Ea (703)827-2277 1 FAX 703 827-2279 Greensboro Drive ( )' ('r'�'110)`( Suite 980 55:admin@amesgough.com McLean,VA 22102 INSURER(S)AFFORDING COVERAGE NMI INSURER A:National Union Fire Insurance Company 19445 INSURED INsuRER B:National Union Fire Ins.Co.of Pittsburgh,PA A(XV) 19445 Tierra South Florida,Inc INSURER c:Continental insurance Company A(XV) 35289 2765 Vista Parkway Suite H7-H10 INSURER D:Endurance America n Specialty A+,XV V 41718 West Palm Beach,FL 33411 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. _ ITR TYPE OF INSURANCE INSD�SmvD POLICY NUMBER IMINDD/YYUBR POLICY EFYYI EXP POLICY LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE f 2,000,000 CLAIMS-MADE X OCCUR 9925653 6/1/2024 6/1/2025 DAMAGE TO RENTED 500,000 PREMISES(Ea otxurtenca) i- MED EXP(Any one person) $ 25,000 PERSONAL&ADV INJURY $ 2,000,000 GENt AGGREGATE UNIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POUCY X JECT L I LOC PRODUCTS-COMP/OP AGO $ 4,000,000 OTHER: $ B AUTOMOBILE UABIUTY COMBINED accident) DISINGLE LIMIT $ 2,000,000 X ANY AUTO 4544957 6/1/2024 6/1/2025 BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS ONLYY ( ee MI!AMAGE �- - C X UMBRELLA UAB X OCCUR EACH OCCURRENCE 3 5,000,000 EXCESS LIAR CLAIMS-MADE 6072223686 6/1/2024 6/1/2025 AGGREGATE 3 5,000,000 DED X 1 RETENTION E 10,000 f B WORKERS COMPENSATION X AND EMPLOYERS'UABILITY STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE YIN 039326871 6/1/2024 6/1/2025 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? N NIA (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY UNIT $ D Professional DPL30020041901 6/1/2024 6/1/2025 Per Claim 1,000,000 D Liability DPL30020041901 6/1/2024 611/2025 Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space is required) RE:Project:RFQ No.CW24-001 City of Boynton Beach is included as additional insured with respect to General Liability,Automobile 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. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Boynton Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN y ACCORDANCE WITH THE POLICY PROVISIONS. 100 E.Ocean Avenue Boynton Beach,FL 33435 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ATTACHMENT "B" O, 3€\((7) AFFIDAVIT OF COMPLIANCE WITH FOREIGN ENTITY LAWS The undersigned, on behalf of the entity listed below("Entity"), hereby attests under penalty of perjury as follows: 1. Entity is not owned by the government of a foreign country of concern as defined in Section 287.138, Florida Statutes. (Source: §287.138(2)(a), Florida Statutes) 2. The government of a foreign country of concern does not have a controlling interest in Entity. (Source: §287.138(2)(b), Florida Statutes) 3. Entity is not organized under the laws of, and does not have a principal place of business in, a foreign country of concern. (Source: §287.138(2)(c), Florida Statutes) 4. The undersigned is authorized to execute this affidavit on behalf of Entity. Date: October 18 , 20 24 Signed: Entity: Tierra South Florida,Inc. Name: Raj Krishnasamy,P.E. Title: President STATE OF Florida COUNTY OF Palm Beach The foregoing instrument was acknowledged before me, by means physical presence or❑ online notarization, this 18th day of October , 20 24 , by Raj Krish asamy as President for Tierra South Florida,Inc. , who is personally known to me or who has produced as identification. Notary Public Signature k2 ." of State Print Name: Dominique J.Ben ett ( .4.'"'"e DOMINIQUE,?ENNETT `� Notary Public•State of:ionca Commission�HH 458461 or ry My Comm.Expires Fec t 9, 2028 ...,Bonded through National Notary Assn. t' My commission expires: 02/19/2024 Affidavit of Compliance with Foreign Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Consulting Services Affidavit of Compliance with Foreign Entity Laws I,("y..,.:0 Z rVcrory N AFFIDAVIT OF COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS In accordance with section 787.06 (13), Florida Statutes, the undersigned, on behalf of the entity listed below ("Entity"), hereby attests under penalty of perjury that: Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking." / Date: October 18, 2024 Signed: _ / Entity: Tierra South Florida, Inc. Name: Ra' Krishr:sam Title: President STATE OF FLORIDA COUNTY OF PALM BEACH The foregoing instrument was acknowledged before me, by means of [physical presence or ❑ online notarization, this 1 8'h day of October, 2024, by Raj Krishna s a my, as president for Tierra South Florida, Inc.,who is personally known to me or who has produced ,—jam as identification. ik ? Notary Public SlgnatureL oState of Florida at Large(Seal) Print Name: / ' 1 i _. . A. 1!, a'r't;"' DOMINIQUE:9ENNE7T� My commission expires: �liy/U�8 f-4-— , Notary Public•State of Flonda ,::%441_,' Commission#NN 4511461 os n... My Comm.Expires Feo 19,202E Bonded through National Notary Assn. I Affidavit of Compliance with Anti-Human Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Services Affidavit of Compliance with Anti-Human Trafficking Laws Y o" O \ h>oN 0 GENERAL ENGINEERING CONSULTING SERVICES AGREEMENT This Agreement ("Agreement"), is entered into between the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida,with a business address of 100 East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as"CITY",and South Florida Engineering and Consulting LLC a [type of entity: corporation] authorized to do business in the State of Florida, with a business address of 30 S.M.Street, Lake Worth,FL 33460, hereinafter referred to as"VENDOR". In consideration of the mutual benefits, terms, and conditions hereinafter specified, the Parties agree as set forth below. WHEREAS, the CITY solicited proposals for a non-exclusive agreement to perform General Engineering Consulting Services, and WHEREAS, the CITY issued a Request for Qualification for General Engineering Consulting Services; and WHEREAS, RFQ No. CW24-001 defined Scope of Services for General Engineering Consulting Services; and WHEREAS, the CITY determined that VENDOR was qualified for appointment to perform the scope of services set forth in RFQ No. CW24-001; and WHEREAS, the CITY Commission on July 16, 2024, determined that VENDOR was qualified for appointment to perform the scope of services set forth in the Request For Qualifications RFQ No. CW24-001; and NOW,THEREFORE, in consideration of the mutual covenants expressed herein,the parties agree as follows: 1. SERVICES AND RESPONSIBILITIES. 1.1 VENDOR hereby agrees to perform the General Engineering Consulting Services, by way of individual Task Orders, at the request of the CITY during the term of this Agreement as more particularly described in the Request for Qualifications RFQ No. CW24-001 for General Engineering Consulting Services, which is incorporated herein by reference. The specific projects that may be assigned to the VENDOR are in conjunction with the specific El box next to the Scope Category: ❑Scope Category A Water Plant Modifications, Capacity and Operations Evaluation ❑Scope Category B Infrastructure Improvements and Evaluations ❑Scope Category C Ancillary Studies and Services ❑Scope Category D Transportation Services ❑Scope Category E Architectural Services ®Scope Category r Hydrogeological Services ❑Scope Category G Green Infrastructure, Sustainability, and Resiliency Services ❑Scope Category H Geotechnical Services El Scope Category J Civil Land Development Services ❑Scope Category K Recreation and Parks Services 1.2 The VENDOR agrees to perform work assigned by Task Order(s)(the"Services") under such terms as set forth in the Task Order(s). The Task Order Form is attached hereto as Exhibit A. The terms of the Task Order(s)shall be supplemental to the terms of this Agreement. RFQ CW24-001 General Engineering Consulting Services A-1 1.3 VENDOR shall furnish all services, labor, equipment, supplies, and materials necessary and as may be required in the performance of this Agreement, except as otherwise specifically provided for herein, and all Services performed under this Agreement shall be done in a professional manner. 1.4 VENDOR assumes professional and technical responsibility for performance of its services to be provided hereunder in accordance with recognized professional and ethical guidelines established by their profession. If within one year following completion of its services, such services fail to meet the aforesaid standards, and the CITY promptly advises VENDOR thereof in writing, VENDOR agrees to re-perform such deficient services without charge to the CITY. 1.5 The relationship between CITY and VENDOR created hereunder and the services to be provided by VENDOR pursuant to this Agreement are non-exclusive. CITY shall be free to pursue and engage similar relationships with other VENDORS to perform the same or similar services performed by VENDOR hereunder, so long as no other consultant shall be engaged to perform the specific project(s)assigned to VENDOR while VENDOR is so engaged without first terminating such assignment. VENDOR shall be free to pursue relationships with other parties to perform the same or similar services, whether or not such relationships are for services to be performed within the CITY, so long as no such relationship shall result in a conflict of interest, ethical or otherwise, with the CITY's interests in the services provided by VENDOR hereunder. 1.6 The VENDOR is responsible for defects in its work and in the work of its Sub consultants'. 1.7 PRELIMINARY SERVICES PHASE: The VENDOR shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The VENDOR shall attend meetings with the CITY Commission and CITY staff as may be required, and provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents. 1.7.1 During the preliminary services phase, the VENDOR shall advise the CITY, based on VENDOR'S professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project; VENDOR to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY'S needs for surveys; perform site evaluations and comparative studies of prospective site and solutions; and prepare and furnish a report to the City setting forth the VENDOR'S findings and recommendations. 1.7.2 Preliminary design services to be performed by the VENDOR shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 1.7.3 VENDOR shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed project; and/or 1.7.4 Upon authorization of the CITY, the VENDOR will provide advice and assistance relating to operation and maintenance of project or other systems;evaluate and report on operations; assist the CITY in matters relating to regulatory agency operations review or operating permit non-compliance; assist with startup and operator training for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project. RFQ CW24-001 General Engineering Consulting Services A-2 1.8 BASIC SERVICES: The VENDOR shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY. 1.9 FINAL DESIGN SERVICES shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits, and landfill permits. 1.9.1 The VENDOR based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule, or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical,and electrical systems,and any other requirements or systems, materials and such other elements as may be appropriate for a complete project. The VENDOR shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1.9.2 The VENDOR based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY. The Construction Documents shall consist of drawings and specifications setting forth in detail the requirements for the construction of the project. 1.9.3 The VENDOR shall assist the CITY in the preparation of the necessary proposal information and forms. 1.9.4 The VENDOR shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1.9.5 The VENDOR shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1.9.6 VENDOR shall include in the Construction Documents a requirement that the construction contractor shall provide a final as-built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked-up construction drawings to the VENDOR so that the VENDOR can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1.9.7 Prior to final approval of the Construction Documents by the CITY,the VENDOR shall conduct a thorough review and quality control evaluation of the entire work product for compliance with the requirements of any local, state,or federal agency from which a permit or other approval is required. The VENDOR shall make sure that all necessary approvals have taken place. 1.9.8 Prior to each phased submittal,the VENDOR shall conduct a thorough quality control review and assessment of the work product to determine whether the work is properly coordinated and confirm that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The VENDOR shall provide to the RFQ CW24-001 General Engineering Consulting Services A-3 CITY a Quality Assurance and Quality Control plan in a format that advises the CITY that all work has been performed as required. A report shall be submitted in accordance with those standards to apprise the CITY that due care has been taken in the preparation of the Contract Documents. 1.9.9 The VENDOR shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable. The VENDOR shall comply with all of its governing laws, rules, regulations, codes, directives, and other applicable federal, state, and local requirements in preparation of the work. 1.10 The VENDOR shall provide the construction documents, technical specifications, and drawings completed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 1.11 The VENDOR, following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost, shall, when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals and assist in preparing contracts for construction. 1.11.1 The VENDOR shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY'S Procurement Administrative Policy Manual. 1.11.2 Any Opinion of the Construction Cost prepared by VENDOR represents its judgment as a design professional and is supplied for the general guidance of the CITY. Since VENDOR has no control over market conditions, VENDOR does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to the CITY. If the project is not advertised for proposals within three (3) months after delivery of Final Design Plans,through no fault of the VENDOR or if either local market conditions or industry-wide prices have changed because of unusual or unanticipated events affecting the general level of prices or times of delivery in the construction industry, the established Construction Cost limit may be adjusted as determined by the CITY'S Representative and as approved by the CITY, if necessary. Additionally, if the CITY expands a project scope of work after the VENDOR renders the Final estimated probable Construction Cost of the Final Design Plans, the VENDOR shall not be responsible for any redesign without compensation, which shall be mutually agreed to by the parties hereto. 1.11.3 The VENDOR shall provide the CITY with a list of recommended prospective bidders. 1.11.4 The VENDOR shall attend all pre-proposal/per-bid conferences. 1.11.5 The VENDOR shall recommend any addenda, through the CITY'S representative as appropriate, to clarify, correct, or change proposal documents. 1.11.6 If Pre-Qualification of bidders is required as set forth in the Request for Proposals, Request for Qualifications or Invitation to Bid (two-step bid process), VENDOR shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.11.7 If requested, VENDOR shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY. 1.12 The CITY shall make decision on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the work after receiving a recommendation from the VENDOR. The VENDOR shall check schedules, shop drawings and other submissions for the limited purpose of checking conformance with the concept of the project, and for compliance with the information given by the Construction Documents. The VENDOR shall also review change orders prepared and submitted by RFQ CW24-001 General Engineering Consulting Services A-4 Contractor and review and make recommendations to the City for progress payments to the Contractor based on each project schedule of values and the percentage of work completed. The VENDOR will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the construction of the assigned task order projects. 1.12.1 The CITY shall maintain a record of all change orders, which shall be categorized to the various types, causes, etc. that may be determined useful and necessary for its purpose. 1.12.2 If the VENDOR is not the Construction Manager for the construction, the CITY shall notify the VENDOR within three (3) business days of the discovery of any architectural/engineering error or omission so that the VENDOR can be part of the negotiations resolving the claim between the CITY and the Contractor. 1.13 The VENDOR shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination, when the schedule of values is found to be appropriate, the VENDOR shall sign the schedule of values indicated in the belief that the schedule of values constitutes a reasonable, balanced basis for payment of the Application for Payment to the Contractor. 1.14 The VENDOR shall perform on-site construction observation of each project based on the Construction Documents in accordance with paragraph 1.19 "Resident Project Services" of this Agreement. The VENDOR observation shall determine the progress of the work completed, and whether the work is proceeding in a manner indicating that the work when fully competed will be in accordance with the Construction Documents. On the basis of site visits, the VENDOR will provide the CITY with a written report of each site visit in order to reasonably inform the CITY of the progress of the portion of the work completed. The VENDOR shall endeavor to identify for the CITY any defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. The VENDOR shall not have control over or charge of, or responsibility for the construction means, methods, techniques, sequences or procedures. or for safety precautions and programs in connection with the work, nor shall the VENDOR be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The VENDOR shall not have control over or charge of, and shall not be responsible for,acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. Based on such observation and the Contractor's Application for Payment, the VENDOR shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated. By issuing a Certificate of Payment, the VENDOR will also represent to the CITY that to the best of its information and belief, based on what its observation has revealed, the work is in accordance with the Construction Documents. The VENDOR shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1.15 The VENDOR shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings, and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY'S version of AutoCad formats for archival purposes. 1.16 The VENDOR shall attend regularly scheduled progress meetings on site bi-monthly or as otherwise determined based on a specific need established prior to construction by the CITY. RFQ CW24-001 General Engineering Consulting Services A-5 1.17 The VENDOR shall review change orders prepared and submitted by the Contractor for the CITY'S approval. VENDOR shall not authorize any changes in the work or time, no matter how minor, without prior written approval by the CITY. 1.18 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by VENDOR,which shall be timely completed by Contractor to the satisfaction of the CITY,written notification to Contractor by VENDOR that all releases of liens are satisfied, and written recommendation by VENDOR for final payment to the Contractor which shall be at the sole discretion of the CITY. 1.19 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the VENDOR will, if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ("Resident Project Representative") of the VENDOR. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project Representative will endeavor to identify for the CITY any defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but are not limited to the following: a. Conducting all pre-construction conferences; b. Conducting all necessary construction progress meetings; c. Observation of the work in progress to the extent authorized by the CITY; d. Receipt, review coordination, and disbursement of shop drawings and other submittals; e. Maintenance and preparation of progress reports; f. Field observation and verification of quantities of equipment and materials installed; g. Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; h. Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project-related documents, and at the completion of each project, deliver all such records to the CITY; i. Preparation, update, and distribution of a project budget with each project schedule; j. Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; k. Scheduling and conducting monthly progress meetings at which CITY, Engineer, general contractor, trade contractor, utilities representatives, and suppliers can jointly discuss such matters as procedures, progress, problems, and scheduling. I. Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and/or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; m. Development and implementation of a system for the preparation, review, and processing of change orders; n. Maintenance of a daily log of each project; o. Recording the progress of each project, and submission of written monthly progress reports to the CITY, including information on the Contractors'work and the percentage of completion; p. Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; and q. Securing and transmitting to the CITY, required guarantees; affidavits; releases; key manuals; record drawings; and maintenance stocks; The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the VENDOR or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided, however, that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the VENDOR. The Resident Project Representative shall not have control over or charge of, or responsibility for the construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the work, nor shall the Resident Project Representative be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The Resident Project Representative shall not have control over or charge of, RFQ CW24-001 General Engineering Consulting Services A-6 and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the work. Although VENDOR shall not be responsible for health or safety programs or precautions related to CITY"s activities or those of CITY's other contractors and consultants or their respective subcontractors and vendors ("Contractors"), VENDOR shall nonetheless report to the Resident Project Representative health and safety conditions or deficiencies observed by VENDOR'S employees or representatives. VENDOR shall not be responsible for CITY's pre- existing site conditions or the aggravation of those preexisting site conditions to the extent not caused by the negligence or willful misconduct of VENDOR. VENDOR shall not be responsible for inspecting, observing, or correcting health or safety conditions or deficiencies of CITY, Contractors, or others at the project site ("Project Site") other than for VENDOR's employees, sub-consultants, and vendors. 1.20 ADDITIONAL SERVICES 1.20.1 When additional services are necessary, they shall be specified in the written Task Order. Examples of additional non-exclusive services are: a. Preparation of applications and supporting documents for private or governmental grants, loans, or advances in connection with any particular project. b. Services to make measured drawings of or to investigate existing conditions or facilities or to verify the accuracy of drawings or other information furnished by or to the CITY. c. Services resulting from significant changes in the general scope, extent, or character of any particular project or its design, including but not limited to changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the VENDOR'S control. d. Providing renderings or models for the CITY's use. e. Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out-of-sequence work. f. Investigations and studies involving but not limited to, detailed considerations of operations, maintenance, and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies; cash flow and economic evaluations, rate schedules, and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY. g. Assistance in connection with Proposal/proposal protests, re-bidding or re- negotiating contracts for construction, materials, equipment, or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the VENDOR (e.g. defective plans and/or specifications which inhibit contractors from submitting proposals)in which event there shall be no additional cost for the provision of such services. h. Preparing to serve or serving as a VENDOR or witness for the CITY in any litigation, arbitration, or other legal or administrative proceeding. i. Additional services in connection with a project not otherwise provided for in this Agreement. RFQ CW24-001 General Engineering Consulting Services A-7 j. Services in connection with a field order or change order requested by the CITY. k. Providing artwork, models, or renderings as requested by the CITY. 1.21 When required by the Construction Contract documents in circumstances beyond the VENDOR'S control, and upon the CITY'S authorization, it will furnish the following additional services. a. Services in connection with work changes necessitated by unforeseen conditions encountered during construction. b. Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the VENDOR. c. Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3)acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the VENDOR or if the VENDOR fails to notify the Contractor of the deficient quality of their workmanship pursuant to VENDOR'S duties as described in the Contract Documents, the VENDOR's additional services shall be deemed part of Basic Services and compensated as such. d. Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. e. Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and/or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. f. Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the VENDOR in which case such services shall be deemed Basic Services. Except when caused by a design error by the VENDOR, the cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. 1.22 CITY'S RESPONSIBILITIES 1.22.1 The CITY shall do the following in a timely manner so as not to delay the services of the VENDOR: 1.22.2 Designate in writing a person or persons to act as the CITY's representative with respect to the services to be rendered under this Agreement. Such person(s) shall have complete authority to transmit instructions and receive information with respect to the VENDOR'S services for a particular project.The CITY may have multiple CITY Representative(s) or project managers during the performance of this Agreement based on the specific Task Orders from each of the Scope Categories. 1.22.3 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. 1.22.4 Assist the VENDOR by providing, at the VENDOR's request, all available information pertinent to the Project, including previous reports and any other data relative to the design or construction of the project. RFQ CW24-001 General Engineering Consulting Services A-8 1.22.5 Furnish to the VENDOR, if required for the performance of VENDOR's services (except where otherwise furnished by the VENDOR as Additional Services), the following: 1.22.6 Data prepared by,or services of others, including without limitations borings,probings and subsurface explorations, hydrographic surveys, laboratory tests, and inspection of samples, materials, and equipment; 1.22.6.1 Appropriate professional interpretations of all of the foregoing; 1.22.6.2 Environmental assessment and impact statements; 1.22.6.3 Property, boundary, easement, right-of-way, topographic and utility surveys; 1.22.6.4 Property descriptions; 1.22.6.5 Zoning, deed, and other land use restrictions; 1.22.6.6 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the VENDOR; and 1.22.6.7 Arrange for access to make all provisions for the VENDOR to enter upon the CITY's property as required for the VENDOR to perform services under this Agreement. 1.22.6.8 Consistent with the professional standard of care and unless otherwise specifically provided herein, VENDOR shall be entitled to rely upon the accuracy of data and information provided by the CITY or others without independent review or evaluation. 1.23 SEQUENCE OF EVENTS 1.23.1 Following receipt of any Task Order, the VENDOR shall submit to the CITY, at least five (5) business days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations. 1.23.2 Task Orders will be issued to the VENDOR in the order in which the CITY wishes,and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non-performance by VENDOR pursuant to this Agreement. 1.23.3 In accordance with the CITY's Purchasing Policy Manual, proposals received by the VENDOR as a result of a Task Order that exceeds the Procurement threshold amount, will require approval from CITY Commission before the execution of services. 1.23.4 When the CITY issues Task Orders to the VENDOR,each authorization shall contain a stated completion schedule. If caused by the negligent errors or omissions of VENDOR, failure of the VENDOR to meet the stated schedule shall constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. 1.23.5 It is anticipated and intended that the VENDOR will be authorized to begin new Task Order(s) on a "rolling" basis, as some already assigned Task Orders near timely completion. If a subsequent Task Order is issued to the VENDOR before it has completed the current Task Order, the completion date for each Task Order will remain independent of each other so that the VENDOR will prioritize the uncompleted Task Order from the first Task Order and finish as soon as practical. Failure to RFQ CW24-001 General Engineering Consulting Services A-9 complete the"older"Task Orders in a timely manner may adversely impact continued early authorization to start subsequent work. 1.23.6 When the VENDOR has exceeded the stated completion date, including any extension for extenuating circumstances, which may have been granted, a written notice of Default will be issued within seven (7) calendar days of the date that the default became active with a requirement of seven (7) calendar days to cure said default, to the VENDOR and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured. 1.23.7 Should the VENDOR exceed the assigned completion time, the CITY reserves the right not to issue to the VENDOR any further Task Order(s) until such time as it is no longer in default and the VENDOR has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent Task Orders. This restricted issuance provision may result in the VENDOR not being issued all of the planned work the CITY anticipated in this Agreement. The VENDOR shall have no right to the balance of any work or to any compensation associated with these non-issued Task Orders due to the VENDOR being rendered in default. 1.23.8 Should the VENDOR remain in default for a period of fifteen(15)consecutive calendar days beyond the time frame provided in Paragraph 1.23.6, the CITY may at its sole option retain another VENDOR to perform any Services arising out of this Agreement and/or terminate this Agreement. 1.24 DEFINITION OF DEFAULT 1.24.1 An event of default shall mean a material breach of this Agreement. Without limiting the generality of the foregoing and in addition to those instances referred to as a material breach, an event of default shall include the following: a. VENDOR has not performed services on a timely basis due to VENDOR's negligent errors or omissions; b. VENDOR has refused or failed to supply enough properly skilled personnel; c. VENDOR has failed to make prompt payments to VENDOR's sub-consultants or suppliers for any services after receiving payment from the CITY for such services or supplies; d. VENDOR has failed to obtain the approval of the CITY where required by this Agreement; e. VENDOR has refused or failed to provide the services as defined in this Agreement; f. VENDOR has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety (90) calendar days of such date; g. CITY has failed to make payments to VENDOR in accordance with the requirements of this Agreement; 1.24.2 In the event of Default, the VENDOR shall be liable for all damages resulting from the Default including: a. The difference between the amount that has been paid to the VENDOR and the amount required to complete the VENDOR's Services, provided the fees by the firm replacing the VENDOR are reasonable and the hourly rates do not exceed the VENDOR'S rates. This amount shall also include procurement and administrative costs incurred by the CITY. b. In the event of default by the City, VENDOR may suspend the Services pending receipt of such payment. 1.24.3. The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of RFQ CW24-001 General Engineering Consulting Services A-10 the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. 1.25 VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY. 1.26 The CITY's Representative during the performance of this Agreement shall be Keith Webber, or Designee. 1.27 The VENDOR's Representative during the performance of the Agreement shall be Daljit Sandhu (dsandhu@sfec.us). 2. TERM. The initial Agreement period shall be for an initial term of two (2) years, commencing on 11/19/2024, and shall remain in effect through 11/18/2026. The City reserves the right to automatically renew the Agreement for two (2) two-year renewals subject to termination clause(s) as provided herein. The City requires firm fixed rates for the initial agreement term. Either party must give a sixty (60) calendar day(s) written notice prior to the Agreement anniversary date of the intent to not renew for the renewal term. The initial term and any exercised renewal terms are collectively referred to as the "Term." Automatic renewal terms will be based on the same terms, conditions, pricing, specifications, and services herein. The VENDOR understands and acknowledges that all services to be performed will be governed by this Agreement and that there is no guarantee of any assignment, minimum amount of professional services, compensation, or future work being given to the VENDOR. 3. Limited Term Extension: The CITY may, at its sole discretion and without further City Commission action, extend the term of this Agreement for an additional one-hundred and eighty (180) calendar days (the "limited term extension") by filing a written notice signed by the Vendor and the City's Purchasing Department. At no time shall this limited term extension extend more than one-hundred eighty (180) calendar days beyond the expiration date of this Agreement without further City Commission approval. The VENDOR will be reimbursed for these services at the rate in effect when this limited term extension clause was invoked by the CITY. 4. TIME OF PERFORMANCE/METHOD OF ORDERING SERVICES. 4.1. Services under this Agreement shall commence upon the CITY's written notice to the VENDOR through an executed Task Order. The VENDOR shall perform all Services and provide all work products required pursuant to this Agreement and the specific Task Order by the sequence of events, or unless the CITY grants an extension of time in writing. 4.2. Limitations. No Task Order issued under this Agreement will be valid if the estimated construction cost of the specific project or the study activity fee exceeds the amounts set forth in Section 287.055, Florida Statutes. 4.3. VENDOR shall complete each Task Order executed during the Term without regard to whether such completion would cause Services to be performed after the expiration date of this Agreement. Any Task Order for which performance extends beyond the Term may be amended after that expiration date, provided that any additional Services, time, and compensation are permitted under this Agreement. The terms and conditions of this Agreement shall continue to govern Task Orders notwithstanding the expiration of this Agreement. 5. PAYMENT. The VENDOR shall be paid by the CITY for completed work and for Services rendered as follows: a. Payment for the Services provided by VENDOR shall be made in accordance with the Fee Schedule as provided in Exhibit B attached hereto. b. Payment as provided in this section by the CITY shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment, and incidentals necessary to complete the Services. c. Compensation for vendor's sub-consultants will be negotiated based on each Task Order. Compensation will be through a direct mark-up in accordance with the Fee Schedule attached RFQ CVV24-001 General Engineering Consulting Services A-11 hereto. Sub-consulting services shall be approved by the City's representative in writing prior to performance of the sub-consulting work. Consulting time for processing and management of the VENDOR's sub-consultant shall not be included in direct cost as the direct mark-up is applied for management efforts. d. The VENDOR may submit invoices to the CITY once per month during the progress of the Srevices for partial payment. Such invoices will be checked by the CITY, and upon approval thereof, payment will be made to the VENDOR in the amount approved. e. In certain cases where incremental billing for partially completed Services is permitted by the CITY's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f. Computation of Time Charges/Not-to-Exceed Method of Payment: When a service is to be compensated based on time charge/not-to-exceed method, the VENDOR shall submit a not- to-exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates,which shall not exceed the established hourly rates set forth in the Fee Schedule, plus any sub-consultant services and other related costs supporting the proposed Services. The CITY shall not be obligated to reimburse the VENDOR for costs incurred in excess of the total not-to-exceed cost amount. g. Final payment of any balance due to the VENDOR of the total Task Order price earned will be made promptly upon its ascertainment and verification by the CITY after the completion of the Services under this Agreement and its acceptance by the CITY. h. Final Invoice: In order for both parties herein to close their books and records, the VENDOR will clearly state"Final Invoice"on the VENDOR's final/last billing to the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, any other further charges, if not properly included on this invoice, are considered waived by the VENDOR. i. The VENDOR's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the CITY and State for a period of five (5) years after the termination of the Agreement. Copies shall be made available upon request. j. Hourly rates shall remain fixed and firm for the initial two (2) year period of this Agreement. Cost of subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes as determined by the City, have occurred in the industry, such increases shall not exceed 5% per year, or whichever is less, the latest yearly percentage increase in the All Urban Consumer Price Index (CPI-U) (National) as published by the Bureau of Labor Statistics, U.S. Department of Labor. The yearly increase or decrease in the CPI shall be based on the latest index published and available ninety (90) calendar days prior to the end of the Agreement year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) calendar days prior to the Agreement anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of this Agreement. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the VENDOR, a reasonable reduction in costs that reflect such changes in the industry. All rate increases above 2% must be approved by the City Commission on the recommendation of the Director of Financial Services. k. The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the CITY does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the CITY, the Agreement may be canceled by the CITY upon giving thirty (30) calendar days'written notice to the VENDOR. I. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes. RFQ CW24-001 General Engineering Consulting Services A-12 6. OWNERSHIP AND USE OF DOCUMENTS. Upon completion of any project / Task Order and final payment to VENDOR, all documents, drawings, specifications, and other materials produced by the VENDOR in connection with the services rendered under this Agreement shall be the property of the CITY whether the project for which they are made is executed or not. Notwithstanding the foregoing, the VENDOR shall maintain the rights to reuse standard details and other design copies, including reproducible copies, of drawings and specifications for information, reference, and use in connection with VENDOR's endeavors. Any use of the documents for purposes other than as originally intended by this Agreement,without the written consent of VENDOR, shall be at the CITY's sole risk and without liability to VENDOR and VENDOR's sub-consultants. 7. FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 8. WARRANTIES AND REPRESENTATIONS. VENDOR represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this Agreement and that it will retain and assign qualified professionals to all assigned projects during the term of this Agreement. VENDOR's Services shall meet or exceed the standard of care and skill ordinarily used by members of VENDOR's profession practicing under similar circumstances. In submitting its response to the RFQ, VENDOR has represented to CITY that certain individuals employed by VENDOR shall provide services to CITY pursuant to this Agreement. CITY has relied upon such representations. Therefore,VENDOR shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 9. COMPLIANCE WITH LAWS. VENDOR shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances, and regulations that are applicable to the services to be rendered under this Agreement. 10. INDEMNIFICATION. A. The VENDOR shall indemnify and hold harmless CITY and its current, past, and future officers and employees from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys'fees,to the extent caused by the negligence, recklessness,or intentionally wrongful conduct of VENDOR or other persons employed or utilized by VENDOR in the performance of this Agreement. Neither party to this Agreement shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect, or consequential damages of any kind, including but not limited to lost profits or use that may result from this Agreement or out of the services or goods furnished hereunder. B. The parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or§768.28, Fla. Stat., as may be amended from time to time. PURSUANT TO FLORIDA STATUTE, NO INDIVIDUAL DESIGN PROFESSIONAL EMPLOYED BY OR ACTING AS AN AGENT OF VENDOR MAY BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM THE NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF THIS AGREEMENT 11. INSURANCE. A. During the performance of the services under this Agreement, VENDOR shall maintain the following insurance policies, and provide originals or certified copies of all policies to CITY's Risk Management Director. All policies shall be written by an insurance company authorized to do business in Florida. VENDOR shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any service pursuant to this Agreement: a. Worker's Compensation Insurance: The VENDOR shall procure and maintain for the life of this Agreement, Worker's Compensation Insurance covering all employees RFQ CW24-001 General Engineering Consulting Services A-13 with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any subcontractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton Beach, executed by the insurance company. b. Comprehensive General Liability: The VENDOR shall procure and maintain for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations; Independent consultants, Products-Completed Operations, and Contractual Liability with specific reference to Article 7, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury, or property damage that could arise directly or indirectly from the performance of this Agreement. VENDOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/and $1,000.000 per occurrence/aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty(30)calendar days prior written notice to the CITY. c. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of this Agreement, Business Automobile Liability Insurance. The VENDOR shall maintain a minimum amount of$1,000,000 combined single limit for bodily injury and property damage liability to protect the VENDOR from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non-owned automobile, included rented automobiles, whether such operations be by the VENDOR or by anyone directly or indirectly employed by the VENDOR. d. Professional Liability (Errors and Omissions) Insurance: The VENDOR shall procure and maintain for the life of this Agreement in the minimum amount of $1,000,000 per occurrence. e. Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined appropriate by the CITY depending on the type of job and exposures contemplated. Coverage must follow the form of the General Liability, Auto Liability, and Employer's Liability. This coverage shall be maintained for a period of no less than the later of three (3) years after the delivery of goods/services or final payment pursuant to the Agreement. B. VENDOR shall provide the CITY with all Certificates of Insurance required under this section prior to beginning performance under this Agreement. Failure to maintain the required insurance will be considered a default of the Agreement. C. The CITY shall be named as an additional insured. The coverage shall contain no limitations on the scope of protection afforded to the CITY, its officers,officials,employees,or volunteers.A current valid insurance policy meeting the requirements herein identified shall be maintained during the duration of this Agreement, and shall be endorsed to state that coverage shall not be suspended, voided, or canceled by either party, reduced in coverage in limits except after thirty (30) calendar days prior written notice by either certified mail, return receipt requested, has been given to the CITY. D. The CITY reserves the right to reasonably require any additional insurance coverage or increased limits as determined necessary by the Risk Management Director. The CITY reserves the right to review, modify, reject, or accept any required policies of insurance, including limits, coverage, or endorsements throughout the term of the Agreement. 12. INDEPENDENT VENDOR/CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an independent vendor/contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither VENDOR nor any employee of VENDOR shall be entitled to any benefits accorded CITY employees by virtue of the services provided under this Agreement. The CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or for contributing RFQ CW24-001 General Engineering Consulting Services A-14 to the state industrial insurance program, otherwise assuming the duties of an employer with respect to VENDOR, or any employee of VENDOR. 13. COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the VENDOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the VENDOR any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 14. TRUTH-IN-NEGOTIATION CERTIFICATE. A. Execution of this Agreement by the VENDOR shall act as the execution of a truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement is accurate, complete, and current as of the date of the Agreement and no higher than those charged the VENDOR's most favored customer for the same or substantially similar service. B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non-current wage rates or due to inaccurate representations of fees paid to outside VENDORs. The CITY shall exercise its rights under this "Certificate" within one (1)year following payment. 15. SUBCONTRACTING. A. VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY B. The CITY reserves the right to accept the use of a sub-consultant or to reject the selection of a particular sub-consultant and to inspect all facilities of any sub-consultant in order to make a determination as to the capability of the sub-consultant to perform properly under this Agreement. If the VENDOR uses any sub-consultants on this project, the following provisions of this Article shall apply: C. If a sub-consultant fails to perform or make progress, as required by this Agreement, and it is necessary to replace the sub-consultant to complete the Services in a timely fashion, the VENDOR shall promptly do so, subject to acceptance of the new sub-consultant by the CITY. The substitution of a sub-consultant shall not be adequate cause to excuse a delay in the performance of any portion of this Agreement as set forth in the Scope of Work or applicable Task Order. D. The VENDOR, its sub-consultants, agents, servants, or employees agree to be bound by the terms and conditions of this Agreement and its agreement with any sub-consultant for work to be performed for the CITY the VENDOR must incorporate the terms of this Agreement. 16. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 17. ASSIGNMENT. The VENDOR shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY. 18. NON-WAIVER.A waiver by either CITY or VENDOR of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. 19. TERMINATION. RFQ CW24-001 General Engineering Consulting Services A-15 A. Termination for Convenience. This Agreement may be terminated by the CITY for convenience, upon fourteen (14) calendar days of written notice by the terminating party to the other party for such termination in which event the VENDOR shall be paid its compensation for services performed to the termination date, including services reasonably related to termination. In the event that the VENDOR abandons the Agreement or causes it to be terminated,the VENDOR shall indemnify the CITY against loss pertaining to this termination. B. Termination for Cause. In addition to all other remedies available to CITY, this Agreement shall be subject to cancellation by CITY for cause, should VENDOR neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by VENDOR of written notice of such neglect or failure. 20. DISPUTES. A. Any and all legal action necessary to enforce the terms of this Agreement shall be governed by the laws of the State of Florida. Any legal action arising from the terms of this Agreement shall be submitted to a court of competent jurisdiction exclusively located in Palm Beach County. B. Correction of Work. If, in the judgment of CITY,work provided by VENDOR does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, CITY reserves the right to require that VENDOR correct all deficiencies in the work to bring the work into conformance without additional cost to CITY, and/or replace any personnel who fail to perform in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-conformance and the quality of workmanship. C. Remedies in Default. In case of default by VENDOR, CITY shall notify VENDOR, in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct VENDOR to comply with all provisions of the Agreement. If the abandonment,delay, refusal,failure, neglect, or default is not cured within seven (7) calendar days of when notice was sent by CITY, CITY may declare a default of the Agreement and notify VENDOR of such declaration of default and terminate the Agreement. a. Upon such declaration of default, all payments remaining due VENDOR at the time of default, less all sums due CITY for damages suffered or expenses incurred by reason of default, shall be due and payable to VENDOR. b. CITY may complete the Agreement, or any part thereof, either by day labor, use of a subcontractor, or by re-letting a contract for the same, and procure the equipment and the facilities necessary for the completion of the Agreement, and charge the cost of same to VENDOR together with the costs incident thereto to such default. c. In the event CITY completes the Agreement at a lesser cost than would have been payable to VENDOR under this Agreement, if the same had been fulfilled by VENDOR, CITY shall retain such differences. Should such cost to CITY be greater, VENDOR shall pay the amount of such excess to the CITY. d. Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the Agreement at any time,whenever the service provided by VENDOR fails to meet reasonable standards of the trade after CITY gives written notice to the VENDOR of the deficiencies as set forth in the written notice within thirty (30) calendar days of the receipt by VENDOR of such notice from CITY. 21. UNCONTROLLABLE FORCES. 21.1 Neither the CITY nor VENDOR shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, RFQ CW24-001 General Engineering Consulting Services A-16 earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 21.2 Neither party shall, however, be excused from performance if non-performance is due to forces, which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. CITY PROVIDED INFORMATION AND SERVICES. 22.1 CITY shall furnish VENDOR available studies, reports, and other data pertinent to VENDOR'S services; obtain or authorize VENDOR to obtain or provide additional reports and data as required; furnish to VENDOR services of others required for the performance of VENDOR's Services hereunder, and VENDOR shall be entitled to use and rely upon all such information and services provided by CITY or others in performing VENDOR's Services under this Agreement. 23. ESTIMATES AND PROJECTIONS. 23.1 In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, VENDOR has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs; competitive bidding procedures and market conditions;time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, VENDOR makes no warranty that CITY's actual project costs, financial aspects, economic feasibility, or schedules will not vary from VENDOR's opinions, analyses, projections, or estimates. 24. THIRD PARTIES. 24.1 The services to be performed by VENDOR are intended solely for the benefit of CITY. No person or entity not a signatory to this Agreement shall be entitled to rely on VENDOR's performance of its services hereunder, and no right to assert a claim against VENDOR by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of VENDOR's services hereunder. 25. NOTICES. Notices to the CITY shall be sent to the following address: Daniel Dugger, City Manager City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, FL 33435 Telephone No. (561) 742-6000 Notices to VENDOR shall be sent to the following address: ATTN: Thomas Conboy P.E.; Daljit Sandhu Ph.D., E.I. South Florida Engineering and Consulting LLC Address: 30 S M Street Lake Worth, FL 33460 Phone: 561-412-6997 ; 561-889-4713 ; Email: tconboy(a�sfec.us ; dsandhu@sfec.us 26. INTEGRATED AGREEMENT. This Agreement, together with RFQ and any addenda and/or attachments, represents the entire and integrated Agreement between the CITY and the VENDOR and supersedes all prior negotiations, representations, or agreements, written or oral. This Agreement may be amended only by written instrument signed by both CITY and VENDOR. RFQ CW24-001 General Engineering Consulting Services A-17 27. PUBLIC RECORDS.The CITY is a public agency subject to Chapter 119, Florida Statutes. The VENDOR shall comply with Florida's Public Records Law. Specifically, the VENDOR shall: A. Keep and maintain public records required by the CITY to perform the service; B. 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 Chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and, following completion of the Agreement, VENDOR shall maintain in a secured manner all copies of such confidential and exempt records remaining in its possession once the VENDOR transfers the records in its possession to the CITY; and D. Upon completion of the Agreement, VENDOR shall transfer to the CITY, at no cost to the CITY,all public records in VENDOR's possession.All records stored electronically by VENDOR 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 VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 TELEPHONE: 561-742-6060 C ityC lerkbbfl.us 28. E-VERIFY. 28.1 VENDOR certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. Definitions for this Section: A. "Contractor, Vendor, Proposer, Consultant" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. B. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for a salary, wages, or other remuneration. C. "E-Verify system" means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. 28.1.2 Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E- RFQ CW24-001 General Engineering Consulting Services A-18 Verify System in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: A. All persons employed by a Contractor to perform employment duties within Florida during the term of the Agreement; B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and C. By entering into this Agreement, the Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. 28.1.3 Contract Termination. If the City has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09 (1), Fla. Stat., the contract shall be terminated 29. SCRUTINIZED COMPANIES 287.135 and 215.473. By execution of this Agreement, VENDOR certifies that VENDOR is not participating in a boycott of Israel. VENDOR further certifies that VENDOR is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has VENDOR been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The CITY shall provide notice, in writing, to VENDOR of the CITY's determination concerning the false certification. VENDOR shall have five(5)calendar days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, VENDOR shall have ninety(90)calendar days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If VENDOR does not demonstrate that the CITY's determination of false certification was made in error then the CITY shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 30. SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign immunity by the CITY or as a waiver of limits of liability or rights the CITY may have under the doctrine of sovereign immunity or under Section 768.28, Florida Statutes. 31. CONFLICTS. If there is a conflict or inconsistency between any term, statement, requirement, or provision of this Agreement, Exhibits, any Task Order, VENDOR's Proposal, or other documents incorporated into this Agreement, such conflict shall be resolved pursuant to the following order of precedence (1) this Agreement, (2) any Task Order, (3)the RFQ, and (4)VENDOR's Proposal. 32. COMPLIANCE WITH STATE ENERGY POLICY AND CONSERVATION ACT. VENDOR shall comply with all mandatory standards and policies relating to energy efficiency contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Pub. L. 94-163, 89 Stat. 871). 33. DOMESTIC PREFERENCE FOR PROCUREMENTS. As appropriate and to the extent consistent with law, the VENDOR should,to the greatest extent practicable, provide a preference for the purchase,acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe;aggregates such as concrete;glass,including optical RFQ CW24-001 General Engineering Consulting Services A-19 fiber; and lumber. 34. LICENSE AND DELIVERY OF WORKS SUBJECT TO COPYRIGHT AND DATA RIGHTS. If applicable,the VENDOR grants to CITY, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this Agreement, VENDOR will identify such data and grant to the CITY or acquire on its behalf a license of the same scope as for data first produced in the performance of this contract. Data, as used herein, shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this Agreement, VENDOR will deliver to the VENDOR data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this Agreement in formats acceptable by VENDOR. 35. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or any subcontractor will have access to an individual's personal identifying information under this Agreement. VENDOR represents and certifies: (i) VENDOR is not owned by the government of a foreign country of concern; (ii) the government of a foreign country of concern does not have a controlling interest in VENDOR; and (iii) VENDOR is not organized under the laws of and does not have its principal place of business in, a foreign country of concern. Prior to VENDOR and any subcontractor having access to personal identifying information pursuant to this Agreement, VENDOR and any subcontractor shall submit to City executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes. Compliance with the requirements of this section is included in the requirements of a proper invoice. Terms used in this section that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes. 36. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, VENDOR shall provide CITY with an affidavit attesting that the VENDOR does not use coercion for labor or services,in accordance with Section 787.06(13), Florida Statutes. 37. COUNTRIES OF CONCERN. VENDOR represents that it is, and for the duration of the Term will remain, in compliance with Section 286.101, Florida Statutes. 38. DULY LICENSED. VENDOR represents that it is duly licensed in Florida to perform the Services under this Agreement and that it will continue to maintain all licenses and approvals required to conduct its business. SIGNATURE PAGE FOLLOWS RFQ CW24-001 General Engineering Consulting Services A-20 "This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes." IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be considered an original on the following dates: DATED this ` ay of ON:eiYibei "- ,,0k2d. CITY OF BOYNTON BEACH CI4.‘ V() I 0 atek.54414:401- . Tyase s- •ayor (Authorized Official Nan. (Vendor) (...A . -1-11DifYvvLc V.ft% Q . Print Name of Authorized Official . ,---1'«'.)I (.62,,,,L-4-- Title (Corporate Seal) i A. •GORPOR.�111 e V:. S gTF;.c1.� Attest/Authenticated: 3E AL 1 : /NCO L := i i RPORATED -.I , _ ` � L L •, 1920 ;: ; Witnes• 111 •'•......•.. ‘ RID --..- ‘, ' L 'f. L. z_'-� Print Name Approved as to Form: J•AGG(i(in ( i°411b Shawna a na G. Lamb, Office of the City Attorney est/A en icateIf. May lee De 4 esu City Clerk RFQ CW24-001 General Engineering Consulting Services A-21 EXHIBIT A Form of Task Order CITY OF BOYNTON BEACH General Engineering Consulting Services Task Order Task Order No. Consultant: 1. Task/Project. (Insert title and brief description) 2. Detailed Scope of Professional Services. A detailed scope of services under this Task Order, in accordance with the phases of service detailed in the Agreement, is attached as Exhibit 3. Deliverables and Schedule. For study/design related services: Consultant shall deliver to the City the deliverables specified at the time indicated on the attached Exhibit For project administration services: Consultant shall provide project/construction administration services in accordance with the Agreement and project schedule. 4. Compensation. The total estimated construction costs of the Project or the cost of the study or report for this Task Order may not exceed the amounts set forth in Section 287.055, Florida Statutes. The total Fee to be paid to the Consultant under this Task Order shall not exceed , based on the hourly rates currently in effect under the Agreement. A detailed fee schedule is attached as Exhibit The payment schedule (based on deliverables) is attached as Exhibit 5. Agreement Reference. This Task Order shall be performed under the terms and conditions described within the General Engineering Consulting Services Agreement, dated , 20 , by and between the City of Boynton Beach and ("Consultant"), Contract No. 6. Insurance. Consultant shall maintain insurance coverages in accordance with the Agreement and hereby confirms that Certificate(s) of Insurance evidencing current policies meeting the requirements of the Agreement are on file with the City as of the date of this Task Order. 7. Exhibits. All attached Exhibits are incorporated fully into this Task Order and the Agreement. RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A 8. Notice to Proceed (Task Order Form and Purchase Order). ❑ If checked, Consultant's receipt of a fully-executed copy of this Task Order and Purchase Order (PO) shall serve as the Notice to Proceed under this Task Order, effective as of the date the fully-executed Task Order was emailed to the Consultant. 0 If checked, Consultant shall commence Services under this Task Order as specified in a forthcoming Purchase Order (PO) and Notice to Proceed. CONSULTANT: CITY OF BOYNTON BEACH By: By: Daniel Dugger, City Manager Print Name: Date:__ , 20_ Date: , 20_ City Attorney's Office Approved as to form and legality By: RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A EXHIBIT B Fee Schedule PERSONNEL CLASSIFICATIONS HOURLY RATE Principal Engineer — $260.00 Project Manager $175.00 Senior Engineer(Lead) $175.00 Process Engineer Sr. Electrical/ l&C Engineer $175.00 Electrical / I&C Engineer $120.00 Process Control/Inst. Engineer Sr. Mechanical Engineer Mechanical Engineer Engineering Technician $107.80 Engineer $124.00 Staff Engineer $137.00 Architect Senior Architect Landscape Architect Environmental Specialist $175.00 Inspector(Zoning & Landscape) Inspector(Transportation) Senior Landscape Architect Senior Surveyor/Mapper Surveyor/Field Survey Chief Designer Senior Designer Urban Designer Chief Designer Hydrogeologist $118.00 Principal Hydrogeologist $250.00 Planning Technician GIS Specialist Structural Engineer CADD/Technician $132.00 Architectural CADD/Technician Planner Senior Planner Transportation Planner Transportation Planning Technician Public Relations Specialist Construction Inspector $137.00 Rate Analyst Senior Rate Analyst Grant Analyst Grant Specialist Clerical/Administrative $120.00 RFQ CW24-001 General Engineering Consulting Services Fee Schedule Exhibit B EXHIBIT B Fee Schedule PERSONNEL CLASSIFICATIONS HOURLY RATE Principal Modeler $230.00 Principal Investigator $180.00 Managing Hydrogeologist $260.00 Senior Hydrogeologist $230.00 Engineer Field Inspector $132.00 Graphic Designer $120.00 Laboratory Chemist $130.90 Lead Scientist $175.00 Modeler $200.00 Scientific Technician (Level 1) $80.30 Scientist(Level 1) $107.80 Staff Scientist $119.90 Senior Scientist(Level 2) $132.00 Senior Technician (Level 2) $97.90 Statistician $149.60 Technical Editor $96.00 Reimbursable Expenses: Direct costs such as postage, prints, and delivery services will be billed at cost. Mark-up% Sub-Consultants Fee: 10% RFQ CW24-001 General Engineering Consulting Services Fee Schedule Exhibit B ATTACHMENT "A" City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts,leases, and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as "Certificate Holder" and "The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+" or higher. (NOTE:An insurance contract or binder may be accepted as proof of insurance if a Certificate is provided upon selection of vendor.) Thefollowing is a list of types of insurance required of contractors, lessees, etc., and the limits required by the City: (NOTE: This list is not all inclusive, and the City reserves the right to require additional types of insurance, or to raise orlower the stated limits, based upon identified risk.) TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners & Contractor's Protective (OCP) Personal & Adv. Injury $ 1,000,000.00 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage (any one fire) $ 50,000.00 Broad Form Vendors Med. Expense (any one person) $ 5,000.00 Premises Operations Underground Explosion & Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability Professional Liability Aggregate $ 1,000,000.00 Automobile Liability Combined Single Limit $ 1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease, Policy Limit $ 1,000,000.00 Disease Each Employe $ 1,000,000.00 Property: Homeowners Revocable Permit $ 300.000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other-As Risk Identified to be determined INSURANCE ADVISORY FORM RFQ CW24-001 General Engineering Consulting Services Insurance Advisory A CASPRO® CERTIFICATE OF LIABILITY INSURANCE DATE(Mze24m 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 CONTACT Mary Storti PHONEPFAX c/o Paychex Insurance Agency, Inc. wC.No.ExD: (888) 627-4735 (NC,No): 225 Kenneth Drive, E-MAIL PEO_WorkComp@paychex.com Rochester, NY 14623 INSURER(S)AFFORDINGCOVERAGE NAICS INSURERA: American Zurich Insurance Company 40142 INSURED INSURER B: Paychex PEO Holdings, LLC Alt. Emp: SOUTH FLORIDA ENGINEERING AND CONSULTING LLC INSURERC: 911 Panorama Trail South INSURERD: Rochester NY 14625 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER: 20147229 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LIMITS LTRINSD MND POLICY NUMBER (MDD/YYYY) (MMIDDIYYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ _ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S POLICY JECOT- LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) - $ UMBRELLA LIAR OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE S DED RETENTION$ $ TH- A NDWORKERS EMPLOYERS' SATIONABILIT PER YIN ✓ WC 29-38-687-22 06/01/2024 06/01/2025 AND EMPLOYERS'LUIBIUTY � STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 2,000,000 OFFICER/MEMBEREXCLUDED? N NIA - (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 H yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 2,000,000 Location Coverage Period:06/10/2024 06/01/2025 Client# 27691-1 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Coverage is provided for only those co-employees of, but not subcontractors to: SOUTH FLORIDA ENGINEERING AND CONSULTING LLC, 30 S M ST, LAKE WORTH BEACH FL 33460 RFQ CW24-001 Endorsement: Waiver of Subrogation CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Boynton Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Daniel Dugger, City Manager ACCORDANCE WITH THE POLICY PROVISIONS. 100 E Ocean Avenue Boynton Beach FL 33435 AUTHORIZED REPRESENTATIVE I - CW,P ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 20147229 1 PaychexPEOHoldingsLLC MAST (FL) WC293868722 1 JD 108/16/2024 4:26:24 PM EDT 1 Page 1 of 2 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule IN FAVOR OF: City of Boynton Beach 100 E Ocean Avenue Boynton Beach FL 33435 WORK PERFORMED BY CO-EMPLOYEES OF: SOUTH FLORIDA ENGINEERING AND CONSULTING LLC 30 S M ST LAKE WORTH BEACH FL 33460 ON THE FOLLOWING PROJECT: RFQ CW24-001 FEE FOR THIS WAIVER IS: Premium will be waived This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: 08/16/2024 Policy No: We 29-38-687-22 Endorsement No: Insured:Paychex PEO Holdings, LLC Alt. Emp: SOUTH FLORIDA ENGINEERING AND CONSULTING Premium: $ LLC Insurance Company: American Zurich Insurance Company Countersigned By: X04 Authorized Representative WC 124(4-84) WC 00 03 13 Copyright 1983 National Council on Compensation Insurance. Page 1 20147229 1 PaychexPEOHoldingsLLC MAST (FL) WC293868722 1 JD 1 08/16/2024 4:26:24 PM EDT 1 Page 2 of 2 l ® A`ORO CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYV) 10/08/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the 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 CONTACT Erinn E Collinsworth Collinsworth InsiRisk Mgmt Services Inc PHONE FAX P.O. Box 661628 (A/c.No.Ext: (786) 930-4795 ( ,No):(786) 930-4794 E-MADDRESS: erinn€collinaworthinsurance.com Miami Springs FL 33266 INSURER(S)AFFORDING COVERAGE NAIC a INSURERA:Trawlers Ind Co of Amer 25666 INSURED INSURER B:The Phoenix Insurance Company 25623 South Florida Engineering 6 Consulting LLC INSURER C:Beaxley America Insurance Comp 16510 30 S. M Street INSURERD:TraVelers Property Casualty of _ 25674 Lake Worth FL 33460 INSURERE: (561) 412-6997 INSURERF: COVERAGES ZG CERTIFICATE NUMBER:Cert ID 18552 (32) 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. NSR TYPE OF INSURANCE ADDLSUBR _ - POLICY EFF POLICY EXP LIMITS LTR MSDWLI VD POCY NUMBER (MMIDD/YYYY) (MMIDDIYYYYI B X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE ,$ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR Y 660-3F011226 12/22/202312/22/2024 PREMISES(Eaoccurrence) $ 1,000,000 MED EXP(Any one person) $ 5,000 PERSONAL&ADVINJURY S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POUCY X LOC PRODUCTS-COMP/OP AGG S 2,000,000 OTHER: S AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ee accident) $ 1,000,000 A X ANY AUTO BA-2R706360 12/22/2023 12/22/2024 BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTOS ONLY (Per accident) S D X UMBRELLALIAB X OCCUR CUP-8Y095427 10/03/202412/22/2024 EACH OCCURRENCE $ 1,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 1,000,000 DED I RETENTION$ $ WORKERS COMPENSATION I STATUTE I I KH- AN D EMPLOYERS'LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVEE.L.EACH ACCIDENT S OFFICER/MEMBER EXCLUDED? n N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POUCY LIMIT $ C Professional Liability C1A1F3230601 112/22/2023 12/22/2024Each Claim $ 2,000,000 Claims Made Basis Aggregate $ 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached H more space Is required) RE: RFQ No. : CW24-001; General Engineering Consulting Services When required by written agreement, Certificate Holder is named as additional insured, excluding professional services, on the General Liability; said coverage is primary to that of the Certificate Holder; Umbrella-follows form. Issuing company(ies) will provide 30 days written notice of cancellation and/or material reduction in coverage/limits; 10 days for non-payment of premium CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Boynton Beach 100 East Ocean Avenue AUTHORIZEDREPRESENTATIVE 4 Boynton Beach FL 33435 ( vv Wim' ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Page 1 of 1 ATTACHMENT "B" • oma O _: V tiroN 0 AFFIDAVIT OF COMPLIANCE WITH FOREIGN ENTITY LAWS The undersigned,on behalf of the entity listed below("Entity"), hereby attests under penalty of perjury as follows: 1. Entity is not owned by the government of a foreign country of concern as defined in Section 287.138, Florida Statutes. (Source: §287.138(2)(a), Florida Statutes) 2. The government of a foreign country of concern does not have a controlling interest in Entity. (Source: §287.138(2)(b), Florida Statutes) 3. Entity is not organized under the laws of, and does not have a principal place of business in, a foreign country of concern. (Source: §287.138(2)(c), Florida Statutes) 4. The undersigned is authorized to execute this affidavit on behalf of Entity. Date:00-tae( n ,20�L1 Si Entity:,J U4h ��o(l�t(L /in Name: riC 1110._c - . 0..4 (.%0 n 6c& 1-144.L5 / LL4 / ( Title. s e�71 e,r4 STATE OF C k:)t It L- COUNTY OFC yt ' The foregoing instrument was ackno ledged before me -by megns of c4phy§ical presence or O online notarization, this a day of ► ,20.1_1,� by t WItQ_S V-( rdtUo , as (( nn fey( for l��Iti t to t tt3f� C�ti^4 fl i -t n`-'1, �.Cyvho i ersonally known to m yor who has produced as identific tion. Notary Public Signature: f 1'1%1/44 lir Cit t State of Florida at Large(Seal) Print Name: \eikikt ' r P_e{ Notary Public Stets of Plerie• Jennifer�. M•eser My commission expires: T 1 . b/A My conlmbllon NN 574763 4 Expires 8/7/2028 Affidavit of Compliance with Foreign Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Consulting Services Affidavit of Compliance with Foreign Entity Laws 'a k O..N>O N' AFFIDAVIT OF COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS In accordance with section 787.06 (13), Florida Statutes, the undersigned, on behalf of the entity listed below ("Entity"), hereby attests under penalty of perjury that: Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking." Dat&Wei 1 '20 A Signed: '✓t/inh t V Ft0 rte f s \I. ' air ac. P Alle Entity: Name: 4, trLO.CIi S LUTitle: i 1 e1 e_,Lt- STATE OF c II! 1-- COUNTY OF , _ A ..)C'CL-01- The foregoing instrument was acknowledged before me, by means of 64 ph sical presence or O online notarzation, this I i day of _, 20 -', ,t 9 _ b '1,vL s c•,,v,ot; `1tL�►Lt: . i for te cft t • nQ�-it •4- �;14✓ho is atrsonall known to me or who has produced as identi !cation. c Notary Public gnature ! ,.,. _I►y, ,A II r tet§tate of Florida at Large(Seal) Print Name: ,\2 4sU 114111 I ) '- My commission expires: T r N•t•ry►u�uc sf.r••r n•n�. 4•n�Hor 1. M•ss.r My G�mmiscion 1 ExNrec 7/252$ Affidavit of Compliance with Anti-Human Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Services Affidavit of Compliance with Anti-Human Trafficking Laws Y p� o r 0 I. 4 7.0 N O6 GENERAL ENGINEERING CONSULTING SERVICES AGREEMENT This Agreement ("Agreement"), is entered into between the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida,with a business address of 100 East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as "CITY", and RADISE International, LC a [type of entity: corporation] authorized to do business in the State of Florida, with a business address of 4152 W. Blue Heron Blvd., Suite 1114, Riviera Beach, FL 33404 hereinafter referred to as "VENDOR". In consideration of the mutual benefits, terms, and conditions hereinafter specified, the Parties agree as set forth below. WHEREAS, the CITY solicited proposals for a non-exclusive agreement to perform General Engineering Consulting Services, and WHEREAS, the CITY issued a Request for Qualification for General Engineering Consulting Services; and WHEREAS, RFQ No. CW24-001 defined Scope of Services for General Engineering Consulting Services; and WHEREAS, the CITY determined that VENDOR was qualified for appointment to perform the scope of services set forth in RFQ No. CW24-001; and WHEREAS, the CITY Commission on July 16, 2024, determined that VENDOR was qualified for appointment to perform the scope of services set forth in the Request For Qualifications RFQ No. CW24-001; and NOW,THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows: 1. SERVICES AND RESPONSIBILITIES. 1.1 VENDOR hereby agrees to perform the General Engineering Consulting Services, by way of individual Task Orders, at the request of the CITY during the term of this Agreement as more particularly described in the Request for Qualifications RFQ No. CW24-001 for General Engineering Consulting Services, which is incorporated herein by reference. The specific projects that may be assigned to the VENDOR are in conjunction with the specific ® box next to the Scope Category: ❑Scope Category A Water Plant Modifications, Capacity and Operations Evaluation El Scope Category B Infrastructure Improvements and Evaluations ❑Scope Category C Ancillary Studies and Services ❑Scope Category D Transportation Services ❑Scope Category E Architectural Services ❑Scope Category F Hydrogeological Services ❑Scope Category G Green Infrastructure, Sustainability, and Resiliency Services ®Scope Category H Geotechnical Services ❑Scope Category J Civil Land Development Services ❑Scope Category K Recreation and Parks Services 1.2 The VENDOR agrees to perform work assigned by Task Order(s) (the "Services") under such terms as set forth in the Task Order(s). The Task Order Form is attached hereto as Exhibit A. The terms of the Task Order(s)shall be supplemental to the terms of this Agreement. RFQ CW24-001 General Engineering Consulting Services A-1 1.3 VENDOR shall furnish all services, labor, equipment, supplies, and materials necessary and as may be required in the performance of this Agreement, except as otherwise specifically provided for herein, and all Services performed under this Agreement shall be done in a professional manner. 1.4 VENDOR assumes professional and technical responsibility for performance of its services to be provided hereunder in accordance with recognized professional and ethical guidelines established by their profession. If within one year following completion of its services, such services fail to meet the aforesaid standards, and the CITY promptly advises VENDOR thereof in writing, VENDOR agrees to re-perform such deficient services without charge to the CITY. 1.5 The relationship between CITY and VENDOR created hereunder and the services to be provided by VENDOR pursuant to this Agreement are non-exclusive. CITY shall be free to pursue and engage similar relationships with other VENDORS to perform the same or similar services performed by VENDOR hereunder, so long as no other consultant shall be engaged to perform the specific project(s)assigned to VENDOR while VENDOR is so engaged without first terminating such assignment. VENDOR shall be free to pursue relationships with other parties to perform the same or similar services, whether or not such relationships are for services to be performed within the CITY, so long as no such relationship shall result in a conflict of interest, ethical or otherwise, with the CITY's interests in the services provided by VENDOR hereunder. 1.6 The VENDOR is responsible for defects in its work and in the work of its Sub consultants'. 1.7 PRELIMINARY SERVICES PHASE: The VENDOR shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The VENDOR shall attend meetings with the CITY Commission and CITY staff as may be required, and provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents. 1.7.1 During the preliminary services phase, the VENDOR shall advise the CITY, based on VENDOR'S professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project; VENDOR to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY'S needs for surveys; perform site evaluations and comparative studies of prospective site and solutions; and prepare and furnish a report to the City setting forth the VENDOR'S findings and recommendations. 1.7.2 Preliminary design services to be performed by the VENDOR shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 1.7.3 VENDOR shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed project; and/or 1.7.4 Upon authorization of the CITY, the VENDOR will provide advice and assistance relating to operation and maintenance of project or other systems; evaluate and report on operations; assist the CITY in matters relating to regulatory agency operations review or operating permit non-compliance; assist with startup and operator training RFQ CW24-001 General Engineering Consulting Services A-2 for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project. 1.8 BASIC SERVICES: The VENDOR shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY. 1.9 FINAL DESIGN SERVICES shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits, and landfill permits. 1.9.1 The VENDOR based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule, or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical, and electrical systems,and any other requirements or systems, materials and such other elements as may be appropriate for a complete project. The VENDOR shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1.9.2 The VENDOR based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY. The Construction Documents shall consist of drawings and specifications setting forth in detail the requirements for the construction of the project. 1.9.3 The VENDOR shall assist the CITY in the preparation of the necessary proposal information and forms. 1.9.4 The VENDOR shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1.9.5 The VENDOR shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1.9.6 VENDOR shall include in the Construction Documents a requirement that the construction contractor shall provide a final as-built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked-up construction drawings to the VENDOR so that the VENDOR can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1.9.7 Prior to final approval of the Construction Documents by the CITY, the VENDOR shall conduct a thorough review and quality control evaluation of the entire work product for compliance with the requirements of any local, state, or federal agency from which a permit or other approval is required. The VENDOR shall make sure that all necessary approvals have taken place. 1.9.8 Prior to each phased submittal, the VENDOR shall conduct a thorough quality control review and assessment of the work product to determine whether the work is properly RFQ CW24-001 General Engineering Consulting Services A-3 coordinated and confirm that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The VENDOR shall provide to the CITY a Quality Assurance and Quality Control plan in a format that advises the CITY that all work has been performed as required. A report shall be submitted in accordance with those standards to apprise the CITY that due care has been taken in the preparation of the Contract Documents. 1.9.9 The VENDOR shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable. The VENDOR shall comply with all of its governing laws, rules, regulations, codes, directives, and other applicable federal, state, and local requirements in preparation of the work. 1.10 The VENDOR shall provide the construction documents, technical specifications, and drawings completed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 1.11 The VENDOR, following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost, shall, when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals and assist in preparing contracts for construction. 1.11.1 The VENDOR shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY'S Procurement Administrative Policy Manual. 1.11.2 Any Opinion of the Construction Cost prepared by VENDOR represents its judgment as a design professional and is supplied for the general guidance of the CITY. Since VENDOR has no control over market conditions, VENDOR does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to the CITY. If the project is not advertised for proposals within three (3) months after delivery of Final Design Plans,through no fault of the VENDOR or if either local market conditions or industry-wide prices have changed because of unusual or unanticipated events affecting the general level of prices or times of delivery in the construction industry, the established Construction Cost limit may be adjusted as determined by the CITY'S Representative and as approved by the CITY, if necessary. Additionally, if the CITY expands a project scope of work after the VENDOR renders the Final estimated probable Construction Cost of the Final Design Plans, the VENDOR shall not be responsible for any redesign without compensation, which shall be mutually agreed to by the parties hereto. 1.11.3 The VENDOR shall provide the CITY with a list of recommended prospective bidders. 1.11.4 The VENDOR shall attend all pre-proposal/per-bid conferences. 1.11.5 The VENDOR shall recommend any addenda, through the CITY'S representative as appropriate, to clarify, correct, or change proposal documents. 1.11.6 If Pre-Qualification of bidders is required as set forth in the Request for Proposals, Request for Qualifications or Invitation to Bid (two-step bid process), VENDOR shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.11.7 If requested, VENDOR shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY. 1.12 The CITY shall make decision on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the work after receiving a recommendation from the VENDOR. The VENDOR shall check schedules, shop drawings and other submissions for the limited purpose of checking conformance with the RFQ CW24-001 General Engineering Consulting Services A-4 concept of the project, and for compliance with the information given by the Construction Documents. The VENDOR shall also review change orders prepared and submitted by Contractor and review and make recommendations to the City for progress payments to the Contractor based on each project schedule of values and the percentage of work completed. The VENDOR will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the construction of the assigned task order projects. 1.12.1 The CITY shall maintain a record of all change orders, which shall be categorized to the various types, causes, etc. that may be determined useful and necessary for its purpose. 1.12.2 If the VENDOR is not the Construction Manager for the construction, the CITY shall notify the VENDOR within three (3) business days of the discovery of any architectural/engineering error or omission so that the VENDOR can be part of the negotiations resolving the claim between the CITY and the Contractor. 1.13 The VENDOR shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination, when the schedule of values is found to be appropriate, the VENDOR shall sign the schedule of values indicated in the belief that the schedule of values constitutes a reasonable, balanced basis for payment of the Application for Payment to the Contractor. 1.14 The VENDOR shall perform on-site construction observation of each project based on the Construction Documents in accordance with paragraph 1.19 "Resident Project Services" of this Agreement. The VENDOR observation shall determine the progress of the work completed, and whether the work is proceeding in a manner indicating that the work when fully competed will be in accordance with the Construction Documents. On the basis of site visits, the VENDOR will provide the CITY with a written report of each site visit in order to reasonably inform the CITY of the progress of the portion of the work completed. The VENDOR shall endeavor to identify for the CITY any defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. The VENDOR shall not have control over or charge of, or responsibility for the construction means, methods, techniques, sequences or procedures. or for safety precautions and programs in connection with the work, nor shall the VENDOR be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The VENDOR shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. Based on such observation and the Contractor's Application for Payment, the VENDOR shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated. By issuing a Certificate of Payment, the VENDOR will also represent to the CITY that to the best of its information and belief, based on what its observation has revealed, the work is in accordance with the Construction Documents. The VENDOR shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1.15 The VENDOR shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings, and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY'S version of AutoCad formats for archival purposes. 1.16 The VENDOR shall attend regularly scheduled progress meetings on site bi-monthly or as otherwise determined based on a specific need established prior to construction by the CITY. RFQ CW24-001 General Engineering Consulting Services A-5 1.17 The VENDOR shall review change orders prepared and submitted by the Contractor for the CITY'S approval. VENDOR shall not authorize any changes in the work or time, no matter how minor, without prior written approval by the CITY. 1.18 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by VENDOR,which shall be timely completed by Contractor to the satisfaction of the CITY,written notification to Contractor by VENDOR that all releases of liens are satisfied, and written recommendation by VENDOR for final payment to the Contractor which shall be at the sole discretion of the CITY. 1.19 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the VENDOR will, if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ("Resident Project Representative") of the VENDOR. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project Representative will endeavor to identify for the CITY any defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but are not limited to the following: a. Conducting all pre-construction conferences; b. Conducting all necessary construction progress meetings; c. Observation of the work in progress to the extent authorized by the CITY; d. Receipt, review coordination, and disbursement of shop drawings and other submittals; e. Maintenance and preparation of progress reports; f. Field observation and verification of quantities of equipment and materials installed; g. Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; h. Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project-related documents, and at the completion of each project, deliver all such records to the CITY; i. Preparation, update, and distribution of a project budget with each project schedule; j. Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; k. Scheduling and conducting monthly progress meetings at which CITY, Engineer, general contractor, trade contractor, utilities representatives, and suppliers can jointly discuss such matters as procedures, progress, problems, and scheduling. I. Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and/or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; m. Development and implementation of a system for the preparation, review, and processing of change orders; n. Maintenance of a daily log of each project; o. Recording the progress of each project, and submission of written monthly progress reports to the CITY, including information on the Contractors'work and the percentage of completion; p. Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; and q. Securing and transmitting to the CITY, required guarantees; affidavits; releases; key manuals; record drawings; and maintenance stocks; The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the VENDOR or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided, however, that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the VENDOR. The Resident Project Representative shall not have control over or charge of,or responsibility for the construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the work, nor shall the Resident Project Representative be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract RFQ CW24-001 General Engineering Consulting Services A-6 Documents. The Resident Project Representative shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the work. Although VENDOR shall not be responsible for health or safety programs or precautions related to CITY"s activities or those of CITY's other contractors and consultants or their respective subcontractors and vendors ("Contractors"), VENDOR shall nonetheless report to the Resident Project Representative health and safety conditions or deficiencies observed by VENDOR'S employees or representatives. VENDOR shall not be responsible for CITY's pre- existing site conditions or the aggravation of those preexisting site conditions to the extent not caused by the negligence or willful misconduct of VENDOR. VENDOR shall not be responsible for inspecting, observing, or correcting health or safety conditions or deficiencies of CITY, Contractors, or others at the project site ("Project Site") other than for VENDOR's employees, sub-consultants, and vendors. 1.20 ADDITIONAL SERVICES 1.20.1 When additional services are necessary, they shall be specified in the written Task Order. Examples of additional non-exclusive services are: a. Preparation of applications and supporting documents for private or governmental grants, loans, or advances in connection with any particular project. b. Services to make measured drawings of or to investigate existing conditions or facilities or to verify the accuracy of drawings or other information furnished by or to the CITY. c. Services resulting from significant changes in the general scope, extent, or character of any particular project or its design, including but not limited to changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the VENDOR'S control. d. Providing renderings or models for the CITY's use. e. Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out-of-sequence work. f. Investigations and studies involving but not limited to, detailed considerations of operations, maintenance, and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies; cash flow and economic evaluations, rate schedules, and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY. g. Assistance in connection with Proposal/proposal protests, re-bidding or re- negotiating contracts for construction, materials, equipment, or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the VENDOR (e.g. defective plans and/or specifications which inhibit contractors from submitting proposals) in which event there shall be no additional cost for the provision of such services. h. Preparing to serve or serving as a VENDOR or witness for the CITY in any litigation, arbitration, or other legal or administrative proceeding. i. Additional services in connection with a project not otherwise provided for in this Agreement. RFQ CW24-001 General Engineering Consulting Services A-7 j. Services in connection with a field order or change order requested by the CITY. k. Providing artwork, models, or renderings as requested by the CITY. 1.21 When required by the Construction Contract documents in circumstances beyond the VENDOR'S control, and upon the CITY'S authorization, it will furnish the following additional services. a. Services in connection with work changes necessitated by unforeseen conditions encountered during construction. b. Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the VENDOR. c. Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3)acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the VENDOR or if the VENDOR fails to notify the Contractor of the deficient quality of their workmanship pursuant to VENDOR'S duties as described in the Contract Documents, the VENDOR's additional services shall be deemed part of Basic Services and compensated as such. d. Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. e. Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and/or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. f. Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the VENDOR in which case such services shall be deemed Basic Services. Except when caused by a design error by the VENDOR, the cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. 1.22 CITY'S RESPONSIBILITIES 1.22.1 The CITY shall do the following in a timely manner so as not to delay the services of the VENDOR: 1.22.2 Designate in writing a person or persons to act as the CITY's representative with respect to the services to be rendered under this Agreement. Such person(s) shall have complete authority to transmit instructions and receive information with respect to the VENDOR'S services for a particular project.The CITY may have multiple CITY Representative(s) or project managers during the performance of this Agreement based on the specific Task Orders from each of the Scope Categories. 1.22.3 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. 1.22.4 Assist the VENDOR by providing, at the VENDOR's request, all available information pertinent to the Project, including previous reports and any other data relative to the design or construction of the project. RFQ CW24-001 General Engineering Consulting Services A-8 1.22.5 Furnish to the VENDOR, if required for the performance of VENDOR's services (except where otherwise furnished by the VENDOR as Additional Services), the following: 1.22.6 Data prepared by,or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests, and inspection of samples, materials, and equipment; 1.22.6.1 Appropriate professional interpretations of all of the foregoing; 1.22.6.2 Environmental assessment and impact statements; 1.22.6.3 Property, boundary, easement, right-of-way, topographic and utility surveys; 1.22.6.4 Property descriptions; 1.22.6.5 Zoning, deed, and other land use restrictions; 1.22.6.6 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the VENDOR; and 1.22.6.7 Arrange for access to make all provisions for the VENDOR to enter upon the CITY's property as required for the VENDOR to perform services under this Agreement. 1.22.6.8 Consistent with the professional standard of care and unless otherwise specifically provided herein, VENDOR shall be entitled to rely upon the accuracy of data and information provided by the CITY or others without independent review or evaluation. 1.23 SEQUENCE OF EVENTS 1.23.1 Following receipt of any Task Order, the VENDOR shall submit to the CITY, at least five (5) business days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations. 1.23.2 Task Orders will be issued to the VENDOR in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non-performance by VENDOR pursuant to this Agreement. 1.23.3 In accordance with the CITY's Purchasing Policy Manual, proposals received by the VENDOR as a result of a Task Order that exceeds the Procurement threshold amount, will require approval from CITY Commission before the execution of services. 1.23.4 When the CITY issues Task Orders to the VENDOR, each authorization shall contain a stated completion schedule. If caused by the negligent errors or omissions of VENDOR, failure of the VENDOR to meet the stated schedule shall constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. 1.23.5 It is anticipated and intended that the VENDOR will be authorized to begin new Task Order(s) on a "rolling" basis, as some already assigned Task Orders near timely completion. If a subsequent Task Order is issued to the VENDOR before it has completed the current Task Order, the completion date for each Task Order will remain independent of each other so that the VENDOR will prioritize the uncompleted Task Order from the first Task Order and finish as soon as practical. Failure to RFQ CW24-001 General Engineering Consulting Services A-9 complete the"older"Task Orders in a timely manner may adversely impact continued early authorization to start subsequent work. 1.23.6 When the VENDOR has exceeded the stated completion date, including any extension for extenuating circumstances, which may have been granted, a written notice of Default will be issued within seven (7) calendar days of the date that the default became active with a requirement of seven (7) calendar days to cure said default, to the VENDOR and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured. 1.23.7 Should the VENDOR exceed the assigned completion time, the CITY reserves the right not to issue to the VENDOR any further Task Order(s) until such time as it is no longer in default and the VENDOR has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent Task Orders. This restricted issuance provision may result in the VENDOR not being issued all of the planned work the CITY anticipated in this Agreement. The VENDOR shall have no right to the balance of any work or to any compensation associated with these non-issued Task Orders due to the VENDOR being rendered in default. 1.23.8 Should the VENDOR remain in default for a period of fifteen(15)consecutive calendar days beyond the time frame provided in Paragraph 1.23.6, the CITY may at its sole option retain another VENDOR to perform any Services arising out of this Agreement and/or terminate this Agreement. 1.24 DEFINITION OF DEFAULT 1.24.1 An event of default shall mean a material breach of this Agreement. Without limiting the generality of the foregoing and in addition to those instances referred to as a material breach, an event of default shall include the following: a. VENDOR has not performed services on a timely basis due to VENDOR's negligent errors or omissions; b. VENDOR has refused or failed to supply enough properly skilled personnel; c. VENDOR has failed to make prompt payments to VENDOR's sub-consultants or suppliers for any services after receiving payment from the CITY for such services or supplies; d. VENDOR has failed to obtain the approval of the CITY where required by this Agreement; e. VENDOR has refused or failed to provide the services as defined in this Agreement; f. VENDOR has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety (90) calendar days of such date; g. CITY has failed to make payments to VENDOR in accordance with the requirements of this Agreement; 1.24.2 In the event of Default, the VENDOR shall be liable for all damages resulting from the Default including: a. The difference between the amount that has been paid to the VENDOR and the amount required to complete the VENDOR's Services, provided the fees by the firm replacing the VENDOR are reasonable and the hourly rates do not exceed the VENDOR'S rates. This amount shall also include procurement and administrative costs incurred by the CITY. b. In the event of default by the City, VENDOR may suspend the Services pending receipt of such payment. 1.24.3. The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of RFQ CW24-001 General Engineering Consulting Services A-10 the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. 1.25 VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY. 1.26 The CITY's Representative during the performance of this Agreement shall be Keith Webber, or Designee. 1.27 The VENDOR's Representative during the performance of the Agreement shall be Panneer Shanmugam (Pshanmugam@radise.com). 2. TERM. The initial Agreement period shall be for an initial term of two (2) years, commencing on 11/19/2024, and shall remain in effect through 11/18/2026.The City reserves the right to automatically renew the Agreement for two (2) two-year renewals subject to termination clause(s) as provided herein. The City requires firm fixed rates for the initial agreement term. Either party must give a sixty (60) calendar day(s)written notice prior to the Agreement anniversary date of the intent to not renew for the renewal term. The initial term and any exercised renewal terms are collectively referred to as the "Term." Automatic renewal terms will be based on the same terms, conditions, pricing, specifications, and services herein. The VENDOR understands and acknowledges that all services to be performed will be governed by this Agreement and that there is no guarantee of any assignment, minimum amount of professional services, compensation,or future work being given to the VENDOR. 3. Limited Term Extension: The CITY may, at its sole discretion and without further City Commission action, extend the term of this Agreement for an additional one-hundred and eighty (180) calendar days (the "limited term extension") by filing a written notice signed by the Vendor and the City's Purchasing Department. At no time shall this limited term extension extend more than one-hundred eighty (180) calendar days beyond the expiration date of this Agreement without further City Commission approval. The VENDOR will be reimbursed for these services at the rate in effect when this limited term extension clause was invoked by the CITY. 4. TIME OF PERFORMANCE/METHOD OF ORDERING SERVICES. 4.1. Services under this Agreement shall commence upon the CITY's written notice to the VENDOR through an executed Task Order. The VENDOR shall perform all Services and provide all work products required pursuant to this Agreement and the specific Task Order by the sequence of events, or unless the CITY grants an extension of time in writing. 4.2. Limitations. No Task Order issued under this Agreement will be valid if the estimated construction cost of the specific project or the study activity fee exceeds the amounts set forth in Section 287.055, Florida Statutes. 4.3. VENDOR shall complete each Task Order executed during the Term without regard to whether such completion would cause Services to be performed after the expiration date of this Agreement. Any Task Order for which performance extends beyond the Term may be amended after that expiration date, provided that any additional Services, time, and compensation are permitted under this Agreement. The terms and conditions of this Agreement shall continue to govern Task Orders notwithstanding the expiration of this Agreement. 5. PAYMENT. The VENDOR shall be paid by the CITY for completed work and for Services rendered as follows: a. Payment for the Services provided by VENDOR shall be made in accordance with the Fee Schedule as provided in Exhibit B attached hereto. b. Payment as provided in this section by the CITY shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment, and incidentals necessary to complete the Services. c. Compensation for vendor's sub-consultants will be negotiated based on each Task Order. Compensation will be through a direct mark-up in accordance with the Fee Schedule attached RFQ CW24-001 General Engineering Consulting Services A-11 hereto. Sub-consulting services shall be approved by the City's representative in writing prior to performance of the sub-consulting work. Consulting time for processing and management of the VENDOR's sub-consultant shall not be included in direct cost as the direct mark-up is applied for management efforts. d. The VENDOR may submit invoices to the CITY once per month during the progress of the Srevices for partial payment. Such invoices will be checked by the CITY, and upon approval thereof, payment will be made to the VENDOR in the amount approved. e. In certain cases where incremental billing for partially completed Services is permitted by the CITY's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f. Computation of Time Charges/Not-to-Exceed Method of Payment: When a service is to be compensated based on time charge/not-to-exceed method, the VENDOR shall submit a not- to-exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates,which shall not exceed the established hourly rates set forth in the Fee Schedule, plus any sub-consultant services and other related costs supporting the proposed Services. The CITY shall not be obligated to reimburse the VENDOR for costs incurred in excess of the total not-to-exceed cost amount. g. Final payment of any balance due to the VENDOR of the total Task Order price earned will be made promptly upon its ascertainment and verification by the CITY after the completion of the Services under this Agreement and its acceptance by the CITY. h. Final Invoice: In order for both parties herein to close their books and records, the VENDOR will clearly state"Final Invoice"on the VENDOR's final/last billing to the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, any other further charges, if not properly included on this invoice, are considered waived by the VENDOR. i. The VENDOR's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the CITY and State for a period of five (5) years after the termination of the Agreement. Copies shall be made available upon request. j. Hourly rates shall remain fixed and firm for the initial two (2) year period of this Agreement. Cost of subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes as determined by the City, have occurred in the industry, such increases shall not exceed 5% per year, or whichever is less, the latest yearly percentage increase in the All Urban Consumer Price Index (CPI-U) (National) as published by the Bureau of Labor Statistics, U.S. Department of Labor. The yearly increase or decrease in the CPI shall be based on the latest index published and available ninety (90) calendar days prior to the end of the Agreement year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) calendar days prior to the Agreement anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of this Agreement. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the VENDOR, a reasonable reduction in costs that reflect such changes in the industry. All rate increases above 2% must be approved by the City Commission on the recommendation of the Director of Financial Services. k. The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the CITY does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the CITY, the Agreement may be canceled by the CITY upon giving thirty (30) calendar days' written notice to the VENDOR. I. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes. RFQ CW24-001 General Engineering Consulting Services A-12 6. OWNERSHIP AND USE OF DOCUMENTS. Upon completion of any project / Task Order and final payment to VENDOR, all documents, drawings, specifications, and other materials produced by the VENDOR in connection with the services rendered under this Agreement shall be the property of the CITY whether the project for which they are made is executed or not. Notwithstanding the foregoing, the VENDOR shall maintain the rights to reuse standard details and other design copies, including reproducible copies, of drawings and specifications for information, reference, and use in connection with VENDOR's endeavors. Any use of the documents for purposes other than as originally intended by this Agreement,without the written consent of VENDOR, shall be at the CITY's sole risk and without liability to VENDOR and VENDOR's sub-consultants. 7. FUNDING.This Agreement shall remain in full force and effect only as long as the expenditures provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 8. WARRANTIES AND REPRESENTATIONS. VENDOR represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this Agreement and that it will retain and assign qualified professionals to all assigned projects during the term of this Agreement. VENDOR's Services shall meet or exceed the standard of care and skill ordinarily used by members of VENDOR's profession practicing under similar circumstances. In submitting its response to the RFQ, VENDOR has represented to CITY that certain individuals employed by VENDOR shall provide services to CITY pursuant to this Agreement. CITY has relied upon such representations. Therefore,VENDOR shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 9. COMPLIANCE WITH LAWS. VENDOR shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances, and regulations that are applicable to the services to be rendered under this Agreement. 10. INDEMNIFICATION. A. The VENDOR shall indemnify and hold harmless CITY and its current, past, and future officers and employees from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys'fees,to the extent caused by the negligence, recklessness,or intentionally wrongful conduct of VENDOR or other persons employed or utilized by VENDOR in the performance of this Agreement. Neither party to this Agreement shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect, or consequential damages of any kind, including but not limited to lost profits or use that may result from this Agreement or out of the services or goods furnished hereunder. B. The parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or§768.28, Fla. Stat., as may be amended from time to time. PURSUANT TO FLORIDA STATUTE, NO INDIVIDUAL DESIGN PROFESSIONAL EMPLOYED BY OR ACTING AS AN AGENT OF VENDOR MAY BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM THE NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF THIS AGREEMENT 11. INSURANCE. A. During the performance of the services under this Agreement, VENDOR shall maintain the following insurance policies, and provide originals or certified copies of all policies to CITY's Risk Management Director. All policies shall be written by an insurance company authorized to do business in Florida. VENDOR shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any service pursuant to this Agreement: a. Worker's Compensation Insurance: The VENDOR shall procure and maintain for the life of this Agreement, Worker's Compensation Insurance covering all employees RFQ CW24-001 General Engineering Consulting Services A-13 with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any subcontractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton Beach, executed by the insurance company. b. Comprehensive General Liability: The VENDOR shall procure and maintain for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations; Independent consultants, Products-Completed Operations, and Contractual Liability with specific reference to Article 7, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury, or property damage that could arise directly or indirectly from the performance of this Agreement. VENDOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/and $1,000.000 per occurrence/aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty(30) calendar days prior written notice to the CITY. c. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of this Agreement, Business Automobile Liability Insurance. The VENDOR shall maintain a minimum amount of$1,000,000 combined single limit for bodily injury and property damage liability to protect the VENDOR from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non-owned automobile, included rented automobiles, whether such operations be by the VENDOR or by anyone directly or indirectly employed by the VENDOR. d. Professional Liability (Errors and Omissions) Insurance: The VENDOR shall procure and maintain for the life of this Agreement in the minimum amount of $1,000,000 per occurrence. e. Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined appropriate by the CITY depending on the type of job and exposures contemplated. Coverage must follow the form of the General Liability, Auto Liability, and Employer's Liability. This coverage shall be maintained for a period of no less than the later of three (3) years after the delivery of goods/services or final payment pursuant to the Agreement. B. VENDOR shall provide the CITY with all Certificates of Insurance required under this section prior to beginning performance under this Agreement. Failure to maintain the required insurance will be considered a default of the Agreement. C. The CITY shall be named as an additional insured. The coverage shall contain no limitations on the scope of protection afforded to the CITY, its officers,officials,employees,or volunteers.A current valid insurance policy meeting the requirements herein identified shall be maintained during the duration of this Agreement, and shall be endorsed to state that coverage shall not be suspended, voided, or canceled by either party, reduced in coverage in limits except after thirty (30) calendar days prior written notice by either certified mail, return receipt requested, has been given to the CITY. D. The CITY reserves the right to reasonably require any additional insurance coverage or increased limits as determined necessary by the Risk Management Director. The CITY reserves the right to review, modify, reject, or accept any required policies of insurance, including limits, coverage, or endorsements throughout the term of the Agreement. 12. INDEPENDENT VENDOR/CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an independent vendor/contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither VENDOR nor any employee of VENDOR shall be entitled to any benefits accorded CITY employees by virtue of the services provided under this Agreement. The CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or for contributing RFQ CW24-001 General Engineering Consulting Services A-14 to the state industrial insurance program, otherwise assuming the duties of an employer with respect to VENDOR, or any employee of VENDOR. 13. COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the VENDOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the VENDOR any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 14. TRUTH-IN-NEGOTIATION CERTIFICATE. A. Execution of this Agreement by the VENDOR shall act as the execution of a truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement is accurate, complete, and current as of the date of the Agreement and no higher than those charged the VENDOR's most favored customer for the same or substantially similar service. B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non-current wage rates or due to inaccurate representations of fees paid to outside VENDORs. The CITY shall exercise its rights under this "Certificate"within one (1) year following payment. 15. SUBCONTRACTING. A. VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY B. The CITY reserves the right to accept the use of a sub-consultant or to reject the selection of a particular sub-consultant and to inspect all facilities of any sub-consultant in order to make a determination as to the capability of the sub-consultant to perform properly under this Agreement. If the VENDOR uses any sub-consultants on this project, the following provisions of this Article shall apply: C. If a sub-consultant fails to perform or make progress, as required by this Agreement, and it is necessary to replace the sub-consultant to complete the Services in a timely fashion, the VENDOR shall promptly do so, subject to acceptance of the new sub-consultant by the CITY. The substitution of a sub-consultant shall not be adequate cause to excuse a delay in the performance of any portion of this Agreement as set forth in the Scope of Work or applicable Task Order. D. The VENDOR, its sub-consultants, agents, servants, or employees agree to be bound by the terms and conditions of this Agreement and its agreement with any sub-consultant for work to be performed for the CITY the VENDOR must incorporate the terms of this Agreement. 16. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 17. ASSIGNMENT. The VENDOR shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY. 18. NON-WAIVER. A waiver by either CITY or VENDOR of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. 19. TERMINATION. RFQ CW24-001 General Engineering Consulting Services A-15 A. Termination for Convenience. This Agreement may be terminated by the CITY for convenience, upon fourteen (14) calendar days of written notice by the terminating party to the other party for such termination in which event the VENDOR shall be paid its compensation for services performed to the termination date, including services reasonably related to termination. In the event that the VENDOR abandons the Agreement or causes it to be terminated, the VENDOR shall indemnify the CITY against loss pertaining to this termination. B. Termination for Cause. In addition to all other remedies available to CITY, this Agreement shall be subject to cancellation by CITY for cause, should VENDOR neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by VENDOR of written notice of such neglect or failure. 20. DISPUTES. A. Any and all legal action necessary to enforce the terms of this Agreement shall be governed by the laws of the State of Florida. Any legal action arising from the terms of this Agreement shall be submitted to a court of competent jurisdiction exclusively located in Palm Beach County. B. Correction of Work. If, in the judgment of CITY,work provided by VENDOR does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, CITY reserves the right to require that VENDOR correct all deficiencies in the work to bring the work into conformance without additional cost to CITY, and/or replace any personnel who fail to perform in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-conformance and the quality of workmanship. C. Remedies in Default. In case of default by VENDOR, CITY shall notify VENDOR, in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct VENDOR to comply with all provisions of the Agreement. If the abandonment,delay, refusal,failure, neglect, or default is not cured within seven (7) calendar days of when notice was sent by CITY, CITY may declare a default of the Agreement and notify VENDOR of such declaration of default and terminate the Agreement. a. Upon such declaration of default, all payments remaining due VENDOR at the time of default, less all sums due CITY for damages suffered or expenses incurred by reason of default, shall be due and payable to VENDOR. b. CITY may complete the Agreement, or any part thereof, either by day labor, use of a subcontractor, or by re-letting a contract for the same, and procure the equipment and the facilities necessary for the completion of the Agreement, and charge the cost of same to VENDOR together with the costs incident thereto to such default. c. In the event CITY completes the Agreement at a lesser cost than would have been payable to VENDOR under this Agreement, if the same had been fulfilled by VENDOR, CITY shall retain such differences. Should such cost to CITY be greater, VENDOR shall pay the amount of such excess to the CITY. d. Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the Agreement at any time,whenever the service provided by VENDOR fails to meet reasonable standards of the trade after CITY gives written notice to the VENDOR of the deficiencies as set forth in the written notice within thirty (30) calendar days of the receipt by VENDOR of such notice from CITY. 21. UNCONTROLLABLE FORCES. 21.1 Neither the CITY nor VENDOR shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, RFQ CW24-001 General Engineering Consulting Services A-16 earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 21.2 Neither party shall, however, be excused from performance if non-performance is due to forces, which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. CITY PROVIDED INFORMATION AND SERVICES. 22.1 CITY shall furnish VENDOR available studies, reports, and other data pertinent to VENDOR'S services; obtain or authorize VENDOR to obtain or provide additional reports and data as required; furnish to VENDOR services of others required for the performance of VENDOR's Services hereunder, and VENDOR shall be entitled to use and rely upon all such information and services provided by CITY or others in performing VENDOR's Services under this Agreement. 23. ESTIMATES AND PROJECTIONS. 23.1 In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, VENDOR has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs;competitive bidding procedures and market conditions;time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, VENDOR makes no warranty that CITY's actual project costs, financial aspects, economic feasibility, or schedules will not vary from VENDOR's opinions, analyses, projections, or estimates. 24. THIRD PARTIES. 24.1 The services to be performed by VENDOR are intended solely for the benefit of CITY. No person or entity not a signatory to this Agreement shall be entitled to rely on VENDOR's performance of its services hereunder, and no right to assert a claim against VENDOR by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of VENDOR's services hereunder. 25. NOTICES. Notices to the CITY shall be sent to the following address: Daniel Dugger, City Manager City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, FL 33435 Telephone No. (561)742-6000 Notices to VENDOR shall be sent to the following address: ATTN: Panneer Shanmugam; Kumar Allady RADISE International, LC Address: 4152 W. Blue Heron Blvd. Suite 1114 _ Riviera Beach, FL 33404 Phone: 561-841-0103 x 916 Email: pshanmugam@radise.net ;kallady@smart-infrastructure.com 26. INTEGRATED AGREEMENT. This Agreement, together with RFQ and any addenda and/or attachments, represents the entire and integrated Agreement between the CITY and the VENDOR and supersedes all RFQ CW24-001 General Engineering Consulting Services A-17 prior negotiations, representations, or agreements, written or oral. This Agreement may be amended only by written instrument signed by both CITY and VENDOR. 27. PUBLIC RECORDS.The CITY is a public agency subject to Chapter 119, Florida Statutes. The VENDOR shall comply with Florida's Public Records Law. Specifically, the VENDOR shall: A. Keep and maintain public records required by the CITY to perform the service; B. 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 Chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and, following completion of the Agreement, VENDOR shall maintain in a secured manner all copies of such confidential and exempt records remaining in its possession once the VENDOR transfers the records in its possession to the CITY; and D. Upon completion of the Agreement, VENDOR shall transfer to the CITY, at no cost to the CITY,all public records in VENDOR's possession.All records stored electronically by VENDOR 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 VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 TELEPHONE: 561-742-6060 CityClerkbbfl.us 28. E-VERIFY. 28.1 VENDOR certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. Definitions for this Section: A. "Contractor, Vendor, Proposer, Consultant" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. B. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for a salary, wages, or other remuneration. C. "E-Verify system" means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. RFQ CW24-001 General Engineering Consulting Services A-18 28.1.2 Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E- Verify System in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: A. All persons employed by a Contractor to perform employment duties within Florida during the term of the Agreement; B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and C. By entering into this Agreement, the Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. 28.1.3 Contract Termination. If the City has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09 (1), Fla. Stat., the contract shall be terminated 29. SCRUTINIZED COMPANIES 287.135 and 215.473. By execution of this Agreement, VENDOR certifies that VENDOR is not participating in a boycott of Israel. VENDOR further certifies that VENDOR is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has VENDOR been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The CITY shall provide notice, in writing, to VENDOR of the CITY's determination concerning the false certification. VENDOR shall have five(5) calendar days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, VENDOR shall have ninety(90) calendar days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If VENDOR does not demonstrate that the CITY's determination of false certification was made in error then the CITY shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 30. SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign immunity by the CITY or as a waiver of limits of liability or rights the CITY may have under the doctrine of sovereign immunity or under Section 768.28, Florida Statutes. 31. CONFLICTS. If there is a conflict or inconsistency between any term, statement, requirement, or provision of this Agreement, Exhibits, any Task Order, VENDOR's Proposal, or other documents incorporated into this Agreement, such conflict shall be resolved pursuant to the following order of precedence (1) this Agreement, (2) any Task Order, (3)the RFQ, and (4)VENDOR's Proposal. 32. COMPLIANCE WITH STATE ENERGY POLICY AND CONSERVATION ACT. VENDOR shall comply with all mandatory standards and policies relating to energy efficiency contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Pub. L. 94-163, 89 Stat. 871). 33. DOMESTIC PREFERENCE FOR PROCUREMENTS. As appropriate and to the extent consistent with law, the VENDOR should,to the greatest extent practicable, provide a preference for the purchase,acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items RFQ CW24-001 General Engineering Consulting Services A-19 and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe;aggregates such as concrete;glass, including optical fiber; and lumber. 34. LICENSE AND DELIVERY OF WORKS SUBJECT TO COPYRIGHT AND DATA RIGHTS. If applicable,the VENDOR grants to CITY, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public. and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this Agreement, VENDOR will identify such data and grant to the CITY or acquire on its behalf a license of the same scope as for data first produced in the performance of this contract. Data, as used herein, shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this Agreement, VENDOR will deliver to the VENDOR data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this Agreement in formats acceptable by VENDOR. 35. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or any subcontractor will have access to an individual's personal identifying information under this Agreement. VENDOR represents and certifies: (i) VENDOR is not owned by the government of a foreign country of concern; (ii) the government of a foreign country of concern does not have a controlling interest in VENDOR; and (iii) VENDOR is not organized under the laws of and does not have its principal place of business in, a foreign country of concern. Prior to VENDOR and any subcontractor having access to personal identifying information pursuant to this Agreement, VENDOR and any subcontractor shall submit to City executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes. Compliance with the requirements of this section is included in the requirements of a proper invoice. Terms used in this section that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes. 36. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, VENDOR shall provide CITY with an affidavit attesting that the VENDOR does not use coercion for labor or services, in accordance with Section 787.06(13), Florida Statutes. 37. COUNTRIES OF CONCERN. VENDOR represents that it is, and for the duration of the Term will remain, in compliance with Section 286.101, Florida Statutes. 38. DULY LICENSED. VENDOR represents that it is duly licensed in Florida to perform the Services under this Agreement and that it will continue to maintain all licenses and approvals required to conduct its business. SIGNATURE PAGE FOLLOWS RFQ CW24-001 General Engineering Consulting Services A-20 "This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes." IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be considered an original on the following dates: DATED this /7 day of 0(--7`Jb�t— / 2002 CITY OF BOYNTON B'ACH .1. . t,/ � ' _ 411111w a .Z,! %b 2'`f f '.j I Ty --ns-••a 'ayor (Authorized Official Name), (Vendor) Panneer Shanmugam Print Name of Authorized Official President Title ' (Corporate Seal) pcc BOY/o>" i,‹,:••�,ORPpR UA 1 SEAetc•n $ Attest/Authenticated: i : iNCORP :2 i I •'' 1920rE : I ' •• a1�` FLORIDA lit.-7'-e."-- 4.)' ",•)'2(CX-A-C • ••• Witness Print Name Approved as to Form: Aifi/A (12, Wa/n Shawna G. Lamb, Office of the City Attorney Atte t/Au i ent. ted: ii Maylee I- J-.us, City Clerk RFQ CW24-001 General Engineering Consulting Services A-21 EXHIBIT A Forni of Task Order CITY OF BOYNTON BEACH General Engineering Consulting Services Task Order Task Order No. Consultant: 1. Task/Project. (Insert title and brief description) 2. Detailed Scope of Professional Services. A detailed scope of services under this Task Order, in accordance with the phases of service detailed in the Agreement, is attached as Exhibit 3. Deliverables and Schedule. For study/design related services: Consultant shall deliver to the City the deliverables specified at the time indicated on the attached Exhibit For project administration services: Consultant shall provide project/construction administration services in accordance with the Agreement and project schedule. 4. Compensation. The total estimated construction costs of the Project or the cost of the study or report for this Task Order may not exceed the amounts set forth in Section 287.055, Florida Statutes. The total Fee to be paid to the Consultant under this Task Order shall not exceed , based on the hourly rates currently in effect under the Agreement. A detailed fee schedule is attached as Exhibit The payment schedule (based on deliverables) is attached as Exhibit 5. Agreement Reference. This Task Order shall be performed under the terms and conditions described within the General Engineering Consulting Services Agreement, dated , 20 , by and between the City of Boynton Beach and ("Consultant"), Contract No. 6. Insurance. Consultant shall maintain insurance coverages in accordance with the Agreement and hereby confirms that Certificate(s) of Insurance evidencing current policies meeting the requirements of the Agreement are on file with the City as of the date of this Task Order. 7. Exhibits. All attached Exhibits are incorporated fully into this Task Order and the Agreement. RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A 8. Notice to Proceed (Task Order Form and Purchase Order). ❑ If checked, Consultant's receipt of a fully-executed copy of this Task Order and Purchase Order (PO) shall serve as the Notice to Proceed under this Task Order, effective as of the date the fully-executed Task Order was emailed to the Consultant. ❑ If checked, Consultant shall commence Services under this Task Order as specified in a forthcoming Purchase Order (PO) and Notice to Proceed. CONSULTANT: CITY OF BOYNTON BEACH By: By: Daniel Dugger, City Manager Print Name: Date: , 20_ Date: , 20_ City Attorney's Office Approved as to form and legality By: RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A EXHIBIT B Fee Schedule PERSONNEL CLASSIFICATIONS HOURLY RATE Principal $225.00 Senior Engineer(P.E) $180.00 Project Manager $160.00 Engineer $150.00 Staff Engineer $125.00 Engineering Technician $ 75.00 CMT Subject Matter Expert $175.00 Senior Geologist $150.00 Senior Designer $ 90.00 Designer $ 80.00 CADD Technican $ 75.00 Lab Manager $100.00 Field Inspector $ 75.00 CMT/Geotechical Technician $ 65.00 Clerical/Administrative $ 60.00 Reimbursable Expenses: Direct costs such as postage, prints, and delivery services will be billed at cost. Mark-up % Sub-Consultants Fee: 10 % RFQ CW24-001 General Engineering Consulting Services Fee Schedule Exhibit B ATTACHMENT "A" City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts,leases,and agreements, the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as "Certificate Holder" and "The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+" or higher. (NOTE:An insurance contract or binder maybe accepted as proof of insurance if a Certificate is provided upon selection of vendor.) Thefollowing is a list of types of insurance required of contractors, lessees, etc., and the limits required by the City: (NOTE:This list is not all inclusive, and the City reserves the right to require additional types of insurance, or to raise orlower the stated limits, based upon identified risk.) TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners & Contractor's Protective (OCP) Personal &Adv. Injury $ 1,000,000.00 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage (any one fire) $ 50,000.00 Broad Form Vendors Med. Expense (any one person) $ 5,000.00 Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability Professional Liability Aggregate $ 1,000,000.00 Automobile Liability Combined Single Limit $1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease, Policy Limit $ 1,000,000.00 Disease Each Employe. $ 1,000,000.00 Property: Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other-As Risk Identified to be determined INSURANCE ADVISORY FORM RFQ CW24-001 General Engineering Consulting Services Insurance Advisory ATTACHMENT "B" ((,�..I//IY.OI?. 1 (� 1 u A. P 'TON � AFFIDAVIT OF COMPLIANCE WITH FOREIGN ENTITY LAWS The undersigned,on behalf of the entity listed below("Entity"), hereby attests under penalty of perjury as follows: 1. Entity is not owned by the government of a foreign country of concern as defined in Section 287.138, Florida Statutes. (Source: § 287.138(2)(a), Florida Statutes) 2. The government of a foreign country of concern does not have a controlling interest in Entity.(Source: §287.138(2)(b), Florida Statutes) 3. Entity is not organized under the laws of, and does not have a principal place of business in, a foreign country of concern. (Source: § 287.138(2)(c), Florida Statutes) 4. The undersigned is authorized to execute this affidavit on behalf of Entity. Date: October 18 2024 ' Signed: \ Entity: RADISE 1NTE TIONAL, LC Name: Panneer Shy mugam Title: President STATE OF Florida COUNTY OF Palm Beach The foregoing instru ent was ackno le ged before me, by means of 'phy ical presence or❑ online notarization, this /i day of VC 0 , 20av, by Pana-R'- c ha y1 as t^2 S e n t rY U for , who is personally known to me or who has produced r//A as identification. Notary Public Signature: 6711"-l - ,, ' Gtate of Florida at Large (Seal) a d 1 a— � otf Print Name: - � ANNA D.GARCIA y; 'o Notary Public State of Florida i4 j2; Comm ��tCE 10 Expires 10/16/2025 5 Affidavit of Compliance with Foreign Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Consulting Services Affidavit of Compliance with Foreign Entity Laws My commission expires: /0(/ l �F Affidavit of Compliance with Foreign Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Consulting Services Affidavit of Compliance with Foreign Entity Laws Y co,. q:o II., N OSP AFFIDAVIT OF COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS In accordance with section 787.06 (13), Florida Statutes, the undersigned, on behalf of the entity listed below("Entity"), hereby attests under penalty of perjury that: Entity does not use coercion for labor or services as defined in r Section 787.06, Florida Statutes, entitled "Human Trafficking." i Date: (0 /(8 , 20 -2)( Signed: � 4 Entity: U�P .5� 1Name: Pcx n n.e\ Ir- /� � Il - nrY`-'' - Title: IP�s dW / Y CJ STATE OF 40 COUNTY OF PG1---Q..M- ( %r The foregoing instrument was acknowledged before me, by means of-kr physical presence or ❑ online notarization, this 7 ?i- day of O'0 ‘( Pj Fame-PrS s P1-e- S r 6,2-----t- €4.- g-A� "of a-,2 , - , w o is personal knowatame or who has produced ,J /R as identification. • Notary Public Signature: ^' ate of Florida at Large(Seal) Print Name: Acv 11 - � .1'-c 1 C- ANNA D.GARCIA :7 *:::,. b Notary Public 14� . My commission expires: / fik /PO 2 S � StateofFloridaWsr Comm#HH178664 '4'CE 19� Expires 10/16/2025 Affidavit of Compliance with Anti-Human Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Services Affidavit of Compliance with Anti-Human Trafficking Laws ��(''V 0! I � O \ o u Tom *- GENERAL ENGINEERING CONSULTING SERVICES AGREEMENT This Agreement ("Agreement"), is entered into between the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida,with a business address of 100 East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as "CITY", and Miller Legg a [type of entity: corporation] authorized to do business in the State of Florida, with a business address of 13680 NW 5th Street, Sunrise, FL 33325 hereinafter referred to as "VENDOR". In consideration of the mutual benefits, terms, and conditions hereinafter specified, the Parties agree as set forth below. WHEREAS, the CITY solicited proposals for a non-exclusive agreement to perform General Engineering Consulting Services, and WHEREAS, the CITY issued a Request for Qualification for General Engineering Consulting Services; and WHEREAS, RFQ No. CW24-001 defined Scope of Services for General Engineering Consulting Services; and WHEREAS, the CITY determined that VENDOR was qualified for appointment to perform the scope of services set forth in RFQ No. CW24-001; and WHEREAS, the CITY Commission on July 16, 2024, determined that VENDOR was qualified for appointment to perform the scope of services set forth in the Request For Qualifications RFQ No. CW24-001; and NOW, THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows: 1. SERVICES AND RESPONSIBILITIES. 1.1 VENDOR hereby agrees to perform the General Engineering Consulting Services, by way of individual Task Orders, at the request of the CITY during the term of this Agreement as more particularly described in the Request for Qualifications RFQ No. CW24-001 for General Engineering Consulting Services, which is incorporated herein by reference. The specific projects that may be assigned to the VENDOR are in conjunction with the specific ® box next to the Scope Category: ❑Scope Category A Water Plant Modifications, Capacity and Operations Evaluation ❑Scope Category B Infrastructure Improvements and Evaluations ❑Scope Category C Ancillary Studies and Services ❑Scope Category D Transportation Services ❑Scope Category E Architectural Services ❑Scope Category F Hydrogeological Services ❑Scope Category G Green Infrastructure, Sustainability, and Resiliency Services ❑Scope Category H Geotechnical Services ❑Scope Category J Civil Land Development Services Scope Category K Recreation and Parks Services 1.2 The VENDOR agrees to perform work assigned by Task Order(s) (the"Services") under such terms as set forth in the Task Order(s). The Task Order Form is attached hereto as Exhibit A. The terms of the Task Order(s) shall be supplemental to the terms of this Agreement. RFQ CW24-001 General Engineering Consulting Services A-1 1.3 VENDOR shall furnish all services, labor, equipment, supplies, and materials necessary and as may be required in the performance of this Agreement, except as otherwise specifically provided for herein, and all Services performed under this Agreement shall be done in a professional manner. 1.4 VENDOR assumes professional and technical responsibility for performance of its services to be provided hereunder in accordance with recognized professional and ethical guidelines established by their profession. If within one year following completion of its services, such services fail to meet the aforesaid standards, and the CITY promptly advises VENDOR thereof in writing, VENDOR agrees to re-perform such deficient services without charge to the CITY. 1.5 The relationship between CITY and VENDOR created hereunder and the services to be provided by VENDOR pursuant to this Agreement are non-exclusive. CITY shall be free to pursue and engage similar relationships with other VENDORS to perform the same or similar services performed by VENDOR hereunder, so long as no other consultant shall be engaged to perform the specific project(s)assigned to VENDOR while VENDOR is so engaged without first terminating such assignment. VENDOR shall be free to pursue relationships with other parties to perform the same or similar services, whether or not such relationships are for services to be performed within the CITY, so long as no such relationship shall result in a conflict of interest, ethical or otherwise, with the CITY's interests in the services provided by VENDOR hereunder. 1.6 The VENDOR is responsible for defects in its work and in the work of its Sub consultants'. 1.7 PRELIMINARY SERVICES PHASE: The VENDOR shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The VENDOR shall attend meetings with the CITY Commission and CITY staff as may be required, and provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents. 1.7.1 During the preliminary services phase, the VENDOR shall advise the CITY, based on VENDOR'S professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project;VENDOR to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY'S needs for surveys; perform site evaluations and comparative studies of prospective site and solutions; and prepare and furnish a report to the City setting forth the VENDOR'S findings and recommendations. 1.7.2 Preliminary design services to be performed by the VENDOR shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 1.7.3 VENDOR shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed project; and/or 1.7.4 Upon authorization of the CITY, the VENDOR will provide advice and assistance relating to operation and maintenance of project or other systems;evaluate and report on operations; assist the CITY in matters relating to regulatory agency operations review or operating permit non-compliance; assist with startup and operator training RFQ CW24-001 General Engineering Consulting Services A-2 for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project. 1.8 BASIC SERVICES: The VENDOR shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY. 1.9 FINAL DESIGN SERVICES shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits, and landfill permits. 1.9.1 The VENDOR based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule, or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical,and electrical systems,and any other requirements or systems, materials and such other elements as may be appropriate for a complete project. The VENDOR shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1.9.2 The VENDOR based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY. The Construction Documents shall consist of drawings and specifications setting forth in detail the requirements for the construction of the project. 1.9.3 The VENDOR shall assist the CITY in the preparation of the necessary proposal information and forms. 1.9.4 The VENDOR shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1.9.5 The VENDOR shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1.9.6 VENDOR shall include in the Construction Documents a requirement that the construction contractor shall provide a final as-built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked-up construction drawings to the VENDOR so that the VENDOR can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1.9.7 Prior to final approval of the Construction Documents by the CITY, the VENDOR shall conduct a thorough review and quality control evaluation of the entire work product for compliance with the requirements of any local, state, or federal agency from which a permit or other approval is required. The VENDOR shall make sure that all necessary approvals have taken place. 1.9.8 Prior to each phased submittal, the VENDOR shall conduct a thorough quality control review and assessment of the work product to determine whether the work is properly RFQ CW24-001 General Engineering Consulting Services A-3 coordinated and confirm that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The VENDOR shall provide to the CITY a Quality Assurance and Quality Control plan in a format that advises the CITY that all work has been performed as required. A report shall be submitted in accordance with those standards to apprise the CITY that due care has been taken in the preparation of the Contract Documents. 1.9.9 The VENDOR shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable. The VENDOR shall comply with all of its governing laws, rules, regulations, codes, directives, and other applicable federal, state, and local requirements in preparation of the work. 1.10 The VENDOR shall provide the construction documents, technical specifications, and drawings completed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 1.11 The VENDOR, following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost, shall, when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals and assist in preparing contracts for construction. 1.11.1 The VENDOR shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY'S Procurement Administrative Policy Manual. 1.11.2 Any Opinion of the Construction Cost prepared by VENDOR represents its judgment as a design professional and is supplied for the general guidance of the CITY. Since VENDOR has no control over market conditions, VENDOR does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to the CITY. If the project is not advertised for proposals within three (3) months after delivery of Final Design Plans,through no fault of the VENDOR or if either local market conditions or industry-wide prices have changed because of unusual or unanticipated events affecting the general level of prices or times of delivery in the construction industry, the established Construction Cost limit may be adjusted as determined by the CITY'S Representative and as approved by the CITY, if necessary. Additionally, if the CITY expands a project scope of work after the VENDOR renders the Final estimated probable Construction Cost of the Final Design Plans, the VENDOR shall not be responsible for any redesign without compensation, which shall be mutually agreed to by the parties hereto. 1.11.3 The VENDOR shall provide the CITY with a list of recommended prospective bidders. 1.11.4 The VENDOR shall attend all pre-proposal/per-bid conferences. 1.11.5 The VENDOR shall recommend any addenda, through the CITY'S representative as appropriate, to clarify, correct, or change proposal documents. 1.11.6 If Pre-Qualification of bidders is required as set forth in the Request for Proposals, Request for Qualifications or Invitation to Bid (two-step bid process), VENDOR shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.11.7 If requested, VENDOR shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY. 1.12 The CITY shall make decision on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the work after receiving a recommendation from the VENDOR. The VENDOR shall check schedules, shop drawings and other submissions for the limited purpose of checking conformance with the RFQ CW24-001 General Engineering Consulting Services A-4 concept of the project, and for compliance with the information given by the Construction Documents. The VENDOR shall also review change orders prepared and submitted by Contractor and review and make recommendations to the City for progress payments to the Contractor based on each project schedule of values and the percentage of work completed. The VENDOR will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the construction of the assigned task order projects. 1.12.1 The CITY shall maintain a record of all change orders, which shall be categorized to the various types, causes, etc. that may be determined useful and necessary for its purpose. 1.12.2 If the VENDOR is not the Construction Manager for the construction, the CITY shall notify the VENDOR within three (3) business days of the discovery of any architectural/engineering error or omission so that the VENDOR can be part of the negotiations resolving the claim between the CITY and the Contractor. 1.13 The VENDOR shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination, when the schedule of values is found to be appropriate, the VENDOR shall sign the schedule of values indicated in the belief that the schedule of values constitutes a reasonable, balanced basis for payment of the Application for Payment to the Contractor. 1.14 The VENDOR shall perform on-site construction observation of each project based on the Construction Documents in accordance with paragraph 1.19 "Resident Project Services" of this Agreement. The VENDOR observation shall determine the progress of the work completed, and whether the work is proceeding in a manner indicating that the work when fully competed will be in accordance with the Construction Documents. On the basis of site visits, the VENDOR will provide the CITY with a written report of each site visit in order to reasonably inform the CITY of the progress of the portion of the work completed. The VENDOR shall endeavor to identify for the CITY any defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. The VENDOR shall not have control over or charge of, or responsibility for the construction means, methods, techniques, sequences or procedures. or for safety precautions and programs in connection with the work, nor shall the VENDOR be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The VENDOR shall not have control over or charge of,and shall not be responsible for,acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. Based on such observation and the Contractor's Application for Payment, the VENDOR shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated. By issuing a Certificate of Payment, the VENDOR will also represent to the CITY that to the best of its information and belief, based on what its observation has revealed, the work is in accordance with the Construction Documents. The VENDOR shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1.15 The VENDOR shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings, and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY'S version of AutoCad formats for archival purposes. 1.16 The VENDOR shall attend regularly scheduled progress meetings on site bi-monthly or as otherwise determined based on a specific need established prior to construction by the CITY. RFQ CW24-001 General Engineering Consulting Services A-5 1.17 The VENDOR shall review change orders prepared and submitted by the Contractor for the CITY'S approval. VENDOR shall not authorize any changes in the work or time, no matter how minor, without prior written approval by the CITY. 1.18 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by VENDOR,which shall be timely completed by Contractor to the satisfaction of the CITY, written notification to Contractor by VENDOR that all releases of liens are satisfied, and written recommendation by VENDOR for final payment to the Contractor which shall be at the sole discretion of the CITY. 1.19 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the VENDOR will, if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ("Resident Project Representative") of the VENDOR. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project Representative will endeavor to identify for the CITY any defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but are not limited to the following: a. Conducting all pre-construction conferences; b. Conducting all necessary construction progress meetings; c. Observation of the work in progress to the extent authorized by the CITY; d. Receipt, review coordination, and disbursement of shop drawings and other submittals; e. Maintenance and preparation of progress reports; f. Field observation and verification of quantities of equipment and materials installed; g. Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; h. Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project-related documents, and at the completion of each project, deliver all such records to the CITY; i. Preparation, update, and distribution of a project budget with each project schedule; j. Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; k. Scheduling and conducting monthly progress meetings at which CITY, Engineer, general contractor, trade contractor, utilities representatives, and suppliers can jointly discuss such matters as procedures, progress, problems, and scheduling. I. Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and/or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; m. Development and implementation of a system for the preparation, review, and processing of change orders; n. Maintenance of a daily log of each project; o. Recording the progress of each project, and submission of written monthly progress reports to the CITY, including information on the Contractors'work and the percentage of completion; p. Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; and q. Securing and transmitting to the CITY, required guarantees; affidavits; releases; key manuals; record drawings; and maintenance stocks; The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the VENDOR or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided, however, that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the VENDOR. The Resident Project Representative shall not have control over or charge of,or responsibility for the construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the work, nor shall the Resident Project Representative be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract RFQ CW24-001 General Engineering Consulting Services A-6 Documents. The Resident Project Representative shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the work. Although VENDOR shall not be responsible for health or safety programs or precautions related to CITY"s activities or those of CITY's other contractors and consultants or their respective subcontractors and vendors ("Contractors"), VENDOR shall nonetheless report to the Resident Project Representative health and safety conditions or deficiencies observed by VENDOR'S employees or representatives. VENDOR shall not be responsible for CITY's pre- existing site conditions or the aggravation of those preexisting site conditions to the extent not caused by the negligence or willful misconduct of VENDOR. VENDOR shall not be responsible for inspecting, observing, or correcting health or safety conditions or deficiencies of CITY, Contractors, or others at the project site ("Project Site") other than for VENDOR's employees, sub-consultants, and vendors. 1.20 ADDITIONAL SERVICES 1.20.1 When additional services are necessary, they shall be specified in the written Task Order. Examples of additional non-exclusive services are: a. Preparation of applications and supporting documents for private or governmental grants, loans, or advances in connection with any particular project. b. Services to make measured drawings of or to investigate existing conditions or facilities or to verify the accuracy of drawings or other information furnished by or to the CITY. c. Services resulting from significant changes in the general scope, extent, or character of any particular project or its design, including but not limited to changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the VENDOR'S control. d. Providing renderings or models for the CITY's use. e. Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out-of-sequence work. f. Investigations and studies involving but not limited to, detailed considerations of operations, maintenance, and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies; cash flow and economic evaluations, rate schedules, and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY. g. Assistance in connection with Proposal/proposal protests, re-bidding or re- negotiating contracts for construction, materials, equipment, or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the VENDOR (e.g. defective plans and/or specifications which inhibit contractors from submitting proposals) in which event there shall be no additional cost for the provision of such services. h. Preparing to serve or serving as a VENDOR or witness for the CITY in any litigation, arbitration, or other legal or administrative proceeding. i. Additional services in connection with a project not otherwise provided for in this Agreement. RFQ CW24-001 General Engineering Consulting Services A-7 j. Services in connection with a field order or change order requested by the CITY. k. Providing artwork, models, or renderings as requested by the CITY. 1.21 When required by the Construction Contract documents in circumstances beyond the VENDOR'S control, and upon the CITY'S authorization, it will furnish the following additional services. a. Services in connection with work changes necessitated by unforeseen conditions encountered during construction. b. Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the VENDOR. c. Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3)acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the VENDOR or if the VENDOR fails to notify the Contractor of the deficient quality of their workmanship pursuant to VENDOR'S duties as described in the Contract Documents, the VENDOR's additional services shall be deemed part of Basic Services and compensated as such. d. Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. e. Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and/or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. f. Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the VENDOR in which case such services shall be deemed Basic Services. Except when caused by a design error by the VENDOR, the cost of such services shall be borne by the Contractor,and this requirement shall be included in the construction contract. 1.22 CITY'S RESPONSIBILITIES 1.22.1 The CITY shall do the following in a timely manner so as not to delay the services of the VENDOR: 1.22.2 Designate in writing a person or persons to act as the CITY's representative with respect to the services to be rendered under this Agreement. Such person(s) shall have complete authority to transmit instructions and receive information with respect to the VENDOR'S services for a particular project. The CITY may have multiple CITY Representative(s) or project managers during the performance of this Agreement based on the specific Task Orders from each of the Scope Categories. 1.22.3 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. 1.22.4 Assist the VENDOR by providing, at the VENDOR's request, all available information pertinent to the Project, including previous reports and any other data relative to the design or construction of the project. RFQ CW24-001 General Engineering Consulting Services A-8 1.22.5 Furnish to the VENDOR, if required for the performance of VENDOR's services (except where otherwise furnished by the VENDOR as Additional Services), the following: 1.22.6 Data prepared by,or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests, and inspection of samples, materials, and equipment; 1.22.6.1 Appropriate professional interpretations of all of the foregoing; 1.22.6.2 Environmental assessment and impact statements; 1.22.6.3 Property, boundary, easement, right-of-way, topographic and utility surveys; 1.22.6.4 Property descriptions; 1.22.6.5 Zoning, deed, and other land use restrictions; 1.22.6.6 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the VENDOR; and 1.22.6.7 Arrange for access to make all provisions for the VENDOR to enter upon the CITY's property as required for the VENDOR to perform services under this Agreement. 1.22.6.8 Consistent with the professional standard of care and unless otherwise specifically provided herein, VENDOR shall be entitled to rely upon the accuracy of data and information provided by the CITY or others without independent review or evaluation. 1.23 SEQUENCE OF EVENTS 1.23.1 Following receipt of any Task Order, the VENDOR shall submit to the CITY, at least five (5) business days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations. 1.23.2 Task Orders will be issued to the VENDOR in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non-performance by VENDOR pursuant to this Agreement. 1.23.3 In accordance with the CITY's Purchasing Policy Manual, proposals received by the VENDOR as a result of a Task Order that exceeds the Procurement threshold amount, will require approval from CITY Commission before the execution of services. 1.23.4 When the CITY issues Task Orders to the VENDOR, each authorization shall contain a stated completion schedule. If caused by the negligent errors or omissions of VENDOR, failure of the VENDOR to meet the stated schedule shall constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. 1.23.5 It is anticipated and intended that the VENDOR will be authorized to begin new Task Order(s) on a "rolling" basis, as some already assigned Task Orders near timely completion. If a subsequent Task Order is issued to the VENDOR before it has completed the current Task Order, the completion date for each Task Order will remain independent of each other so that the VENDOR will prioritize the uncompleted Task Order from the first Task Order and finish as soon as practical. Failure to RFQ CW24-001 General Engineering Consulting Services A-9 complete the"older"Task Orders in a timely manner may adversely impact continued early authorization to start subsequent work. 1.23.6 When the VENDOR has exceeded the stated completion date, including any extension for extenuating circumstances, which may have been granted, a written notice of Default will be issued within seven (7) calendar days of the date that the default became active with a requirement of seven (7) calendar days to cure said default, to the VENDOR and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured. 1.23.7 Should the VENDOR exceed the assigned completion time, the CITY reserves the right not to issue to the VENDOR any further Task Order(s) until such time as it is no longer in default and the VENDOR has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent Task Orders. This restricted issuance provision may result in the VENDOR not being issued all of the planned work the CITY anticipated in this Agreement. The VENDOR shall have no right to the balance of any work or to any compensation associated with these non-issued Task Orders due to the VENDOR being rendered in default. 1.23.8 Should the VENDOR remain in default for a period of fifteen(15)consecutive calendar days beyond the time frame provided in Paragraph 1.23.6, the CITY may at its sole option retain another VENDOR to perform any Services arising out of this Agreement and/or terminate this Agreement. 1.24 DEFINITION OF DEFAULT 1.24.1 An event of default shall mean a material breach of this Agreement. Without limiting the generality of the foregoing and in addition to those instances referred to as a material breach, an event of default shall include the following: a. VENDOR has not performed services on a timely basis due to VENDOR's negligent errors or omissions; b. VENDOR has refused or failed to supply enough properly skilled personnel; c. VENDOR has failed to make prompt payments to VENDOR's sub-consultants or suppliers for any services after receiving payment from the CITY for such services or supplies; d. VENDOR has failed to obtain the approval of the CITY where required by this Agreement; e. VENDOR has refused or failed to provide the services as defined in this Agreement; f. VENDOR has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety (90) calendar days of such date; g. CITY has failed to make payments to VENDOR in accordance with the requirements of this Agreement; 1.24.2 In the event of Default, the VENDOR shall be liable for all damages resulting from the Default including: a. The difference between the amount that has been paid to the VENDOR and the amount required to complete the VENDOR's Services, provided the fees by the firm replacing the VENDOR are reasonable and the hourly rates do not exceed the VENDOR'S rates. This amount shall also include procurement and administrative costs incurred by the CITY. b. In the event of default by the City, VENDOR may suspend the Services pending receipt of such payment. 1.24.3. The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of RFQ CW24-001 General Engineering Consulting Services A-10 the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. 1.25 VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY. 1.26 The CITY's Representative during the performance of this Agreement shall be Keith Webber, or Designee. 1.27 The VENDOR's Representative during the performance of the Agreement shall be Brian Shore, RLA (bshore@millerlegg.com). 2. TERM. The initial Agreement period shall be for an initial term of two (2) years, commencing on 11/19/2024, and shall remain in effect through 11/18/2026. The City reserves the right to automatically renew the Agreement for two (2) two-year renewals subject to termination clause(s) as provided herein. The City requires firm fixed rates for the initial agreement term. Either party must give a sixty (60) calendar day(s) written notice prior to the Agreement anniversary date of the intent to not renew for the renewal term. The initial term and any exercised renewal terms are collectively referred to as the "Term." Automatic renewal terms will be based on the same terms, conditions, pricing, specifications, and services herein. The VENDOR understands and acknowledges that all services to be performed will be governed by this Agreement and that there is no guarantee of any assignment, minimum amount of professional services, compensation, or future work being given to the VENDOR. 3. Limited Term Extension: The CITY may, at its sole discretion and without further City Commission action, extend the term of this Agreement for an additional one-hundred and eighty (180) calendar days (the "limited term extension") by filing a written notice signed by the Vendor and the City's Purchasing Department. At no time shall this limited term extension extend more than one-hundred eighty (180) calendar days beyond the expiration date of this Agreement without further City Commission approval. The VENDOR will be reimbursed for these services at the rate in effect when this limited term extension clause was invoked by the CITY. 4. TIME OF PERFORMANCE / METHOD OF ORDERING SERVICES. 4.1. Services under this Agreement shall commence upon the CITY's written notice to the VENDOR through an executed Task Order. The VENDOR shall perform all Services and provide all work products required pursuant to this Agreement and the specific Task Order by the sequence of events, or unless the CITY grants an extension of time in writing. 4.2. Limitations. No Task Order issued under this Agreement will be valid if the estimated construction cost of the specific project or the study activity fee exceeds the amounts set forth in Section 287.055, Florida Statutes. 4.3. VENDOR shall complete each Task Order executed during the Term without regard to whether such completion would cause Services to be performed after the expiration date of this Agreement. Any Task Order for which performance extends beyond the Term may be amended after that expiration date, provided that any additional Services, time, and compensation are permitted under this Agreement. The terms and conditions of this Agreement shall continue to govern Task Orders notwithstanding the expiration of this Agreement. 5. PAYMENT. The VENDOR shall be paid by the CITY for completed work and for Services rendered as follows: a. Payment for the Services provided by VENDOR shall be made in accordance with the Fee Schedule as provided in Exhibit B attached hereto. b. Payment as provided in this section by the CITY shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment, and incidentals necessary to complete the Services. RFQ CW24-001 General Engineering Consulting Services A-11 c. Compensation for vendor's sub-consultants will be negotiated based on each Task Order. Compensation will be through a direct mark-up in accordance with the Fee Schedule attached hereto. Sub-consulting services shall be approved by the City's representative in writing prior to performance of the sub-consulting work. Consulting time for processing and management of the VENDOR's sub-consultant shall not be included in direct cost as the direct mark-up is applied for management efforts. d. The VENDOR may submit invoices to the CITY once per month during the progress of the Srevices for partial payment. Such invoices will be checked by the CITY, and upon approval thereof, payment will be made to the VENDOR in the amount approved. e. In certain cases where incremental billing for partially completed Services is permitted by the CITY's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f. Computation of Time Charges/Not-to-Exceed Method of Payment: When a service is to be compensated based on time charge/not-to-exceed method, the VENDOR shall submit a not- to-exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates,which shall not exceed the established hourly rates set forth in the Fee Schedule, plus any sub-consultant services and other related costs supporting the proposed Services. The CITY shall not be obligated to reimburse the VENDOR for costs incurred in excess of the total not-to-exceed cost amount. g. Final payment of any balance due to the VENDOR of the total Task Order price earned will be made promptly upon its ascertainment and verification by the CITY after the completion of the Services under this Agreement and its acceptance by the CITY. h. Final Invoice: In order for both parties herein to close their books and records, the VENDOR will clearly state"Final Invoice"on the VENDOR's final/last billing to the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, any other further charges, if not properly included on this invoice, are considered waived by the VENDOR. • i. The VENDOR's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the CITY and State for a period of five (5) years after the termination of the Agreement. Copies shall be made available upon request. j. Hourly rates shall remain fixed and firm for the initial two (2) year period of this Agreement. Cost of subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes as determined by the City, have occurred in the industry, such increases shall not exceed 5% per year, or whichever is less, the latest yearly percentage increase in the All Urban Consumer Price Index (CPI-U) (National) as published by the Bureau of Labor Statistics, U.S. Department of Labor. The yearly increase or decrease in the CPI shall be based on the latest index published and available ninety (90) calendar days prior to the end of the Agreement year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) calendar days prior to the Agreement anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of this Agreement. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the VENDOR, a reasonable reduction in costs that reflect such changes in the industry. All rate increases above 2% must be approved by the City Commission on the recommendation of the Director of Financial Services. k. The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the CITY does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the CITY, the Agreement may be canceled by the CITY upon giving thirty (30) calendar days'written notice to the VENDOR. I. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes. RFQ CW24-001 General Engineering Consulting Services A-12 6. OWNERSHIP AND USE OF DOCUMENTS. Upon completion of any project / Task Order and final payment to VENDOR, all documents, drawings, specifications, and other materials produced by the VENDOR in connection with the services rendered under this Agreement shall be the property of the CITY whether the project for which they are made is executed or not. Notwithstanding the foregoing, the VENDOR shall maintain the rights to reuse standard details and other design copies, including reproducible copies, of drawings and specifications for information, reference, and use in connection with VENDOR's endeavors. Any use of the documents for purposes other than as originally intended by this Agreement,without the written consent of VENDOR, shall be at the CITY's sole risk and without liability to VENDOR and VENDOR's sub-consultants. 7. FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 8. WARRANTIES AND REPRESENTATIONS. VENDOR represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this Agreement and that it will retain and assign qualified professionals to all assigned projects during the term of this Agreement. VENDOR's Services shall meet or exceed the standard of care and skill ordinarily used by members of VENDOR's profession practicing under similar circumstances. In submitting its response to the RFQ, VENDOR has represented to CITY that certain individuals employed by VENDOR shall provide services to CITY pursuant to this Agreement. CITY has relied upon such representations. Therefore, VENDOR shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 9. COMPLIANCE WITH LAWS. VENDOR shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal. state, and local laws, ordinances, and regulations that are applicable to the services to be rendered under this Agreement. 10. INDEMNIFICATION. A. The VENDOR shall indemnify and hold harmless CITY and its current, past, and future officers and employees from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys'fees,to the extent caused by the negligence, recklessness,or intentionally wrongful conduct of VENDOR or other persons employed or utilized by VENDOR in the performance of this Agreement. Neither party to this Agreement shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect, or consequential damages of any kind, including but not limited to lost profits or use that may result from this Agreement or out of the services or goods furnished hereunder. B. The parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or§768.28, Fla. Stat., as may be amended from time to time. PURSUANT TO FLORIDA STATUTE, NO INDIVIDUAL DESIGN PROFESSIONAL EMPLOYED BY OR ACTING AS AN AGENT OF VENDOR MAY BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM THE NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF THIS AGREEMENT 11. INSURANCE. A. During the performance of the services under this Agreement, VENDOR shall maintain the following insurance policies, and provide originals or certified copies of all policies to CITY's Risk Management Director. All policies shall be written by an insurance company authorized to do business in Florida. VENDOR shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any service pursuant to this Agreement: RFQ CW24-001 General Engineering Consulting Services A-13 a. Worker's Compensation Insurance: The VENDOR shall procure and maintain for the life of this Agreement, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any subcontractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton Beach, executed by the insurance company. b. Comprehensive General Liability: The VENDOR shall procure and maintain for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an"Occurrence" basis. Coverage shall include Premises and Operations; Independent consultants, Products-Completed Operations, and Contractual Liability with specific reference to Article 7, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury, or property damage that could arise directly or indirectly from the performance of this Agreement. VENDOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/and $1,000.000 per occurrence/aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty(30)calendar days prior written notice to the CITY. c. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of this Agreement, Business Automobile Liability Insurance. The VENDOR shall maintain a minimum amount of$1,000,000 combined single limit for bodily injury and property damage liability to protect the VENDOR from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non-owned automobile, included rented automobiles, whether such operations be by the VENDOR or by anyone directly or indirectly employed by the VENDOR. d. Professional Liability (Errors and Omissions) Insurance: The VENDOR shall procure and maintain for the life of this Agreement in the minimum amount of $1,000,000 per occurrence. e. Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined appropriate by the CITY depending on the type of job and exposures contemplated. Coverage must follow the form of the General Liability, Auto Liability, and Employer's Liability. This coverage shall be maintained for a period of no less than the later of three (3) years after the delivery of goods/services or final payment pursuant to the Agreement. B. VENDOR shall provide the CITY with all Certificates of Insurance required under this section prior to beginning performance under this Agreement. Failure to maintain the required insurance will be considered a default of the Agreement. C. The CITY shall be named as an additional insured. The coverage shall contain no limitations on the scope of protection afforded to the CITY, its officers,officials, employees,or volunteers.A current valid insurance policy meeting the requirements herein identified shall be maintained during the duration of this Agreement, and shall be endorsed to state that coverage shall not be suspended, voided, or canceled by either party, reduced in coverage in limits except after thirty (30) calendar days prior written notice by either certified mail, return receipt requested, has been given to the CITY. D. The CITY reserves the right to reasonably require any additional insurance coverage or increased limits as determined necessary by the Risk Management Director. The CITY reserves the right to review, modify, reject, or accept any required policies of insurance, including limits, coverage, or endorsements throughout the term of the Agreement. 12, INDEPENDENT VENDOR/CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an independent vendor/contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither VENDOR nor any employee of VENDOR shall be entitled to any benefits accorded RFQ CW24-001 General Engineering Consulting Services A-14 CITY employees by virtue of the services provided under this Agreement. The CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to VENDOR, or any employee of VENDOR. 13. COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the VENDOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the VENDOR any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 14. TRUTH-IN-NEGOTIATION CERTIFICATE. A. Execution of this Agreement by the VENDOR shall act as the execution of a truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement is accurate, complete, and current as of the date of the Agreement and no higher than those charged the VENDOR's most favored customer for the same or substantially similar service. B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non-current wage rates or due to inaccurate representations of fees paid to outside VENDORs. The CITY shall exercise its rights under this "Certificate"within one (1) year following payment. 15. SUBCONTRACTING. A. VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY B. The CITY reserves the right to accept the use of a sub-consultant or to reject the selection of a particular sub-consultant and to inspect all facilities of any sub-consultant in order to make a determination as to the capability of the sub-consultant to perform properly under this Agreement. If the VENDOR uses any sub-consultants on this project, the following provisions of this Article shall apply: C. If a sub-consultant fails to perform or make progress, as required by this Agreement, and it is necessary to replace the sub-consultant to complete the Services in a timely fashion, the VENDOR shall promptly do so, subject to acceptance of the new sub-consultant by the CITY. The substitution of a sub-consultant shall not be adequate cause to excuse a delay in the performance of any portion of this Agreement as set forth in the Scope of Work or applicable Task Order. D. The VENDOR, its sub-consultants, agents, servants, or employees agree to be bound by the terms and conditions of this Agreement and its agreement with any sub-consultant for work to be performed for the CITY the VENDOR must incorporate the terms of this Agreement. 16. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 17. ASSIGNMENT. The VENDOR shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY. 18. NON-WAIVER. A waiver by either CITY or VENDOR of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. 19. TERMINATION. RFQ CW24-001 General Engineering Consulting Services A-15 A. Termination for Convenience. This Agreement may be terminated by the CITY for convenience, upon fourteen (14) calendar days of written notice by the terminating party to the other party for such termination in which event the VENDOR shall be paid its compensation for services performed to the termination date, including services reasonably related to termination. In the event that the VENDOR abandons the Agreement or causes it to be terminated, the VENDOR shall indemnify the CITY against loss pertaining to this termination. B. Termination for Cause. In addition to all other remedies available to CITY, this Agreement shall be subject to cancellation by CITY for cause, should VENDOR neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by VENDOR of written notice of such neglect or failure. 20. DISPUTES. A. Any and all legal action necessary to enforce the terms of this Agreement shall be governed by the laws of the State of Florida. Any legal action arising from the terms of this Agreement shall be submitted to a court of competent jurisdiction exclusively located in Palm Beach County. B. Correction of Work. If, in the judgment of CITY, work provided by VENDOR does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, CITY reserves the right to require that VENDOR correct all deficiencies in the work to bring the work into conformance without additional cost to CITY, and/or replace any personnel who fail to perform in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-conformance and the quality of workmanship. C. Remedies in Default. In case of default by VENDOR, CITY shall notify VENDOR, in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct VENDOR to comply with all provisions of the Agreement. If the abandonment,delay, refusal,failure, neglect, or default is not cured within seven (7) calendar days of when notice was sent by CITY, CITY may declare a default of the Agreement and notify VENDOR of such declaration of default and terminate the Agreement. a. Upon such declaration of default, all payments remaining due VENDOR at the time of default, less all sums due CITY for damages suffered or expenses incurred by reason of default, shall be due and payable to VENDOR. b. CITY may complete the Agreement, or any part thereof, either by day labor, use of a subcontractor, or by re-letting a contract for the same, and procure the equipment and the facilities necessary for the completion of the Agreement, and charge the cost of same to VENDOR together with the costs incident thereto to such default. c. In the event CITY completes the Agreement at a lesser cost than would have been payable to VENDOR under this Agreement, if the same had been fulfilled by VENDOR, CITY shall retain such differences. Should such cost to CITY be greater, VENDOR shall pay the amount of such excess to the CITY. d. Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the Agreement at any time,whenever the service provided by VENDOR fails to meet reasonable standards of the trade after CITY gives written notice to the VENDOR of the deficiencies as set forth in the written notice within thirty (30) calendar days of the receipt by VENDOR of such notice from CITY. 21. UNCONTROLLABLE FORCES. 21.1 Neither the CITY nor VENDOR shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, RFQ CW24-001 General Engineering Consulting Services A-16 earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 21.2 Neither party shall, however, be excused from performance if non-performance is due to forces,which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. CITY PROVIDED INFORMATION AND SERVICES. 22.1 CITY shall furnish VENDOR available studies, reports, and other data pertinent to VENDOR'S services; obtain or authorize VENDOR to obtain or provide additional reports and data as required; furnish to VENDOR services of others required for the performance of VENDOR's Services hereunder, and VENDOR shall be entitled to use and rely upon all such information and services provided by CITY or others in performing VENDOR's Services under this Agreement. 23. ESTIMATES AND PROJECTIONS. 23.1 In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, VENDOR has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs;competitive bidding procedures and market conditions;time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, VENDOR makes no warranty that CITY's actual project costs, financial aspects, economic feasibility, or schedules will not vary from VENDOR's opinions, analyses, projections, or estimates. 24. THIRD PARTIES. 24.1 The services to be performed by VENDOR are intended solely for the benefit of CITY. No person or entity not a signatory to this Agreement shall be entitled to rely on VENDOR's performance of its services hereunder, and no right to assert a claim against VENDOR by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of VENDOR's services hereunder. 25. NOTICES. Notices to the CITY shall be sent to the following address: Daniel Dugger, City Manager City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, FL 33435 Telephone No. (561)742-6000 Notices to VENDOR shall be sent to the following address: ATTN: Michael Kroll; Cara Pasquale Miller Legg Address: 13680 NW 5th Street Suite 200 Sunrise, FL 33325 Phone: 954-436-7000 Email: mkroll@millerlegq.com ; as gualepmillerlegg.com 26. INTEGRATED AGREEMENT. This Agreement, together with RFQ and any addenda and/or attachments, represents the entire and integrated Agreement between the CITY and the VENDOR and supersedes all RFQ CW24-001 General Engineering Consulting Services A-17 prior negotiations, representations, or agreements, written or oral. This Agreement may be amended only by written instrument signed by both CITY and VENDOR. 27. PUBLIC RECORDS.The CITY is a public agency subject to Chapter 119, Florida Statutes. The VENDOR shall comply with Florida's Public Records Law. Specifically, the VENDOR shall: A. Keep and maintain public records required by the CITY to perform the service; B. 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 Chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and, following completion of the Agreement, VENDOR shall maintain in a secured manner all copies of such confidential and exempt records remaining in its possession once the VENDOR transfers the records in its possession to the CITY; and D. Upon completion of the Agreement, VENDOR shall transfer to the CITY, at no cost to the CITY,all public records in VENDOR's possession.All records stored electronically by VENDOR 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 VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 TELEPHONE: 561-742-6060 CityClerk(a�bbfl.us 28. E-VERIFY. 28.1 VENDOR certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. Definitions for this Section: A. "Contractor, Vendor, Proposer, Consultant" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. B. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for a salary, wages, or other remuneration. C. "E-Verify system" means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. RFQ CW24-001 General Engineering Consulting Services A-18 28.1.2 Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E- Verify System in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: A. All persons employed by a Contractor to perform employment duties within Florida during the term of the Agreement; B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and C. By entering into this Agreement, the Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. 28.1.3 Contract Termination. If the City has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09 (1), Fla. Stat., the contract shall be terminated 29. SCRUTINIZED COMPANIES 287.135 and 215.473. By execution of this Agreement, VENDOR certifies that VENDOR is not participating in a boycott of Israel. VENDOR further certifies that VENDOR is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has VENDOR been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The CITY shall provide notice, in writing, to VENDOR of the CITY's determination concerning the false certification. VENDOR shall have five (5)calendar days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, VENDOR shall have ninety (90)calendar days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If VENDOR does not demonstrate that the CITY's determination of false certification was made in error then the CITY shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 30. SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign immunity by the CITY or as a waiver of limits of liability or rights the CITY may have under the doctrine of sovereign immunity or under Section 768.28, Florida Statutes. 31. CONFLICTS. If there is a conflict or inconsistency between any term, statement, requirement, or provision of this Agreement, Exhibits, any Task Order, VENDOR's Proposal, or other documents incorporated into this Agreement, such conflict shall be resolved pursuant to the following order of precedence (1) this Agreement, (2) any Task Order, (3)the RFQ, and (4) VENDOR's Proposal. 32. COMPLIANCE WITH STATE ENERGY POLICY AND CONSERVATION ACT. VENDOR shall comply with all mandatory standards and policies relating to energy efficiency contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Pub. L. 94-163, 89 Stat. 871). 33. DOMESTIC PREFERENCE FOR PROCUREMENTS. As appropriate and to the extent consistent with law, the VENDOR should,to the greatest extent practicable, provide a preference for the purchase,acquisition,or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items RFQ CW24-001 General Engineering Consulting Services A-19 and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe;aggregates such as concrete;glass, including optical fiber; and lumber. 34. LICENSE AND DELIVERY OF WORKS SUBJECT TO COPYRIGHT AND DATA RIGHTS. If applicable,the VENDOR grants to CITY, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this Agreement, VENDOR will identify such data and grant to the CITY or acquire on its behalf a license of the same scope as for data first produced in the performance of this contract. Data, as used herein,shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this Agreement, VENDOR will deliver to the VENDOR data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this Agreement in formats acceptable by VENDOR. 35. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or any subcontractor will have access to an individual's personal identifying information under this Agreement. VENDOR represents and certifies: (i) VENDOR is not owned by the government of a foreign country of concern; (ii) the government of a foreign country of concern does not have a controlling interest in VENDOR; and (iii) VENDOR is not organized under the laws of and does not have its principal place of business in, a foreign country of concern. Prior to VENDOR and any subcontractor having access to personal identifying information pursuant to this Agreement, VENDOR and any subcontractor shall submit to City executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes. Compliance with the requirements of this section is included in the requirements of a proper invoice. Terms used in this section that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes. 36. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, VENDOR shall provide CITY with an affidavit attesting that the VENDOR does not use coercion for labor or services,in accordance with Section 787.06(13), Florida Statutes. 37. COUNTRIES OF CONCERN. VENDOR represents that it is, and for the duration of the Term will remain, in compliance with Section 286.101, Florida Statutes. 38. DULY LICENSED. VENDOR represents that it is duly licensed in Florida to perform the Services under this Agreement and that it will continue to maintain all licenses and approvals required to conduct its business. SIGNATURE PAGE FOLLOWS RFQ CW24-001 General Engineering Consulting Services A-20 "This Agreement will take effect once signed by both parties.This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes." IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be considered an original on the following dates: DATED this( y of k)0Vc/n K- , 20141" CITY OF BOYNTON BE, H . _ 71 ally i 11I� 0 Ty Penser.. A,�'r:.". (Authorized Official ame), (Vendor) Michael Kroll, RLA FASLA Print Name of Authorized Official President ,„,,,,,,,,,,,,,, Title ,j ''', • f• c'0 A? =��pYNTo`�/fr �� (Coi )9`.r. z n,:. SEAL ,,;▪ ;•......::,� ii • U: < • • INCORPORATED: �i AttestJAuthenticateo: •�•..».-•' '� 1920 ,.: ' •• • C `- % FLORIDP r� Witness Cara Pasquale Print Name Approved as to Form: Ikiakh k. Wafiri Shawna G. Lamb, ice of the City Attorney Attest/ uthe icaa: Si, , Maylee Deesu: City Clerk 1 RFC CW24-001 General Engineering Consulting Services A-21 EXHIBIT A Form of Task Order CITY OF BOYNTON BEACH General Engineering Consulting Services Task Order Task Order No. Consultant: 1. Task/Project. (Insert title and brief description) 2. Detailed Scope of Professional Services. A detailed scope of services under this Task Order, in accordance with the phases of service detailed in the Agreement, is attached as Exhibit 3. Deliverables and Schedule. For study/design related services: Consultant shall deliver to the City the deliverables specified at the time indicated on the attached Exhibit For project administration services: Consultant shall provide project/construction administration services in accordance with the Agreement and project schedule. 4. Compensation. The total estimated construction costs of the Project or the cost of the study or report for this Task Order may not exceed the amounts set forth in Section 287.055, Florida Statutes. The total Fee to be paid to the Consultant under this Task Order shall not exceed , based on the hourly rates currently in effect under the Agreement. A detailed fee schedule is attached as Exhibit The payment schedule (based on deliverables) is attached as Exhibit 5. Agreement Reference. This Task Order shall be performed under the terms and conditions described within the General Engineering Consulting Services Agreement, dated , 20 , by and between the City of Boynton Beach and ("Consultant"), Contract No. 6. Insurance. Consultant shall maintain insurance coverages in accordance with the Agreement and hereby confirms that Certificate(s) of Insurance evidencing current policies meeting the requirements of the Agreement are on file with the City as of the date of this Task Order. 7. Exhibits. All attached Exhibits are incorporated fully into this Task Order and the Agreement. RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A 8. Notice to Proceed (Task Order Form and Purchase Order). ❑ If checked, Consultant's receipt of a fully-executed copy of this Task Order and Purchase Order (PO) shall serve as the Notice to Proceed under this Task Order, effective as of the date the fully-executed Task Order was emailed to the Consultant. ❑ If checked, Consultant shall commence Services under this Task Order as specified in a forthcoming Purchase Order (PO) and Notice to Proceed. CONSULTANT: CITY OF BOYNTON BEACH By: By: Daniel Dugger, City Manager Print Name: Date: , 20 Date: , 20 City Attorney's Office Approved as to form and legality By: RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A ATTACHMENT "A" City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts,leases,and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as "Certificate Holder" and "The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+" or higher. (NOTE:An insurance contract or binder may be accepted as proof of insurance if a Certificate is provided upon selection of vendor.) Thefollowing is a list of types of insurance required of contractors, lessees, etc., and the limits required by the City: (NOTE: This list is not all inclusive, and the City reserves the right to require additional types of insurance, or to raise orlower the stated limits, based upon identified risk.) TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners & Contractor's Protective (OCP) Personal &Adv. Injury $ 1,000,000.00 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage (any one fire) $ 50,000.00 Broad Form Vendors Med. Expense (any one person) $ 5,000.00 Premises Operations Underground Explosion &Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability Professional Liability Aggregate $ 1,000,000.00 Automobile Liability Combined Single Limit $ 1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease, Policy Limit $ 1,000,000.00 Disease Each Employe' $ 1,000,000.00 Property: Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other-As Risk Identified to be determined INSURANCE ADVISORY FORM RFQ CW24-001 General Engineering Consulting Services Insurance Advisory EXHIBIT B Fee Schedule PERSONNEL CLASSIFICATIONS HOURLY RATE Principal $375 Project Manager $230 Senior Engineer $250 Process Engineer _ $185 Sr. Electrical Engineer _ $165 Electrical Engineer $155 Process Control/Inst. Engineer N/A Sr. Mechanical Engineer $165 Mechanical Engineer $155 Engineering Technician $120 Engineer $155 Staff Engineer _ $130 Architect _ $145 Senior Architect $170 Landscape Architect $160 Environmental Specialist $150 Inspector(Zoning & Landscape) $170 Inspector(Transportation) N/A Senior Landscape Architect $230 Senior Surveyor/Mapper $200 Surveyor/Field Survey Chief $125 Designer $135 Senior Designer $155 Landscape Designer $120 Senior Landscape Designer $155 Certified Arborist $170 Designer $120 Senior Designer $155 Urban Designer $155 Chief Designer $175 Hydrogeologist N/A Principal Hydrogeologist N/A Planning Technician $135 GIS Specialist $155 Structural Engineer $155 CADD/Technician $155 Architectural CADD/Technician $105 Planner _ $175 Senior Planner $275 Transportation Planner N/A Transportation Planning Technician N/A Public Relations Specialist $175 Construction Inspector _ $175 Rate Analyst N/a Senior Rate Analyst N/A Grant Analyst $150 Grant Specialist $200 Clerical/Administrative $125 Reimbursable Expenses: Direct costs such as postage, prints, and delivery services will be billed at cost. Mark-up % Sub-Consultants Fee: 0 % RFQ CW24-001 General Engineering Consulting Services Fee Schedule Exhibit B ATTACHMENT "B" r O. 01 (7\''' X 0L 1 4.P hrON AFFIDAVIT OF COMPLIANCE WITH FOREIGN ENTITY LAWS The undersigned,on behalf of the entity listed below("Entity"), hereby attests under penalty of perjury as follows: 1. Entity is not owned by the government of a foreign country of concern as defined in Section 287.138, Florida Statutes. (Source: § 287.138(2)(a), Florida Statutes) 2. The government of a foreign country of concern does not have a controlling interest in Entity. (Source: §287.138(2)(b), Florida Statutes) 3. Entity is not organized under the laws of, and does not have a principal place of business in, a foreign country of concern. (Source: § 287.138(2)(c), Florida Statutes) 4. The undersigned is authorized to execute this affidavit on behalf of Entity. Date: October 18 , 2024 Signed: JU12,4 \) Entity: Miller Legg Name: Michael Kroll, RLA, FASLA Title: President STATE OF Florida COUNTY OF Broward The foregoing instrument was acknowledged before me, by means of❑ physical presence or(X online notarization, this 18th day of October , 2024 , by Michael Kroll, RLA, FASLA as President for Miller Legg , who is personally known to me or who has produced as identification. Notary Public Signature: t--)15r - A6' wState of Florida at Large (Seal) Print Name: Donna DeLucia Y,'> Donna DeLucla :-0 Comm.:HH 377189 Expires:March 22,2027 ".. Notary Public-Slate of Florid- My commission expires: 3/22/2027 Affidavit of Compliance with Foreign Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Consulting Services Affidavit of Compliance with Foreign Entity Laws rY OA. • \ 6 0a r ti 04 AFFIDAVIT OF COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS In accordance with section 787.06 (13), Florida Statutes, the undersigned, on behalf of the entity listed below ("Entity"), hereby attests under penalty of perjury that: Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking." cc--)Date: October 18 2024 Signed: )12,4 Entity: Miller Legq Name: Michael Kroll, RLA, FASLA Title: President STATE OF Florida COUNTY OF Broward The foregoing instrument was acknowledged before me, by means of ❑ physical presence or IN online notarization, this October 18 day of _, 2024 , by Michael Kroll, RLA, FASLA , as President for Miller Legg , who is personally known to me or who has produced as identification. Notary Public Signature: 7 --t & w.- State of Florida at Large(Seal) H11�IIIl1; Print Name: Donna DeLucia �'�*Y•o,%, Donna DeLucla Comm.:HH 377189 Expires:March 22,2027 ".. Notery Public State of PlOrld= My commission expires: 3/22/2027 Affidavit of Compliance with Anti-Human Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Services Affidavit of Compliance with Anti-Human Trafficking Laws �iY 1 ( O \ r o v roN 9 47 GENERAL ENGINEERING CONSULTING SERVICES AGREEMENT This Agreement ("Agreement"), is entered into between the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida,with a business address of 100 East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as "CITY", and McKim & Creed, Inc. a [type of entity: corporation] authorized to do business in the State of Florida, with a business address of 6501 Congress Avenue, #160, Boca Raton, FL 33487, hereinafter referred to as "VENDOR". In consideration of the mutual benefits, terms, and conditions hereinafter specified, the Parties agree as set forth below. WHEREAS, the CITY solicited proposals for a non-exclusive agreement to perform General Engineering Consulting Services, and WHEREAS, the CITY issued a Request for Qualification for General Engineering Consulting Services; and WHEREAS, RFQ No. CW24-001 defined Scope of Services for General Engineering Consulting Services; and WHEREAS, the CITY determined that VENDOR was qualified for appointment to perform the scope of services set forth in RFQ No. CW24-001; and WHEREAS, the CITY Commission on July 16, 2024, determined that VENDOR was qualified for appointment to perform the scope of services set forth in the Request For Qualifications RFQ No. CW24-001; and NOW,THEREFORE, in consideration of the mutual covenants expressed herein,the parties agree as follows: 1. SERVICES AND RESPONSIBILITIES. 1.1 VENDOR hereby agrees to perform the General Engineering Consulting Services, by way of individual Task Orders, at the request of the CITY during the term of this Agreement as more particularly described in the Request for Qualifications RFQ No. CW24-001 for General Engineering Consulting Services, which is incorporated herein by reference. The specific projects that may be assigned to the VENDOR are in conjunction with the specific El box next to the Scope Category: ®Scope Category A Water Plant Modifications, Capacity and Operations Evaluation ❑Scope Category B Infrastructure Improvements and Evaluations ❑Scope Category C Ancillary Studies and Services ❑Scope Category D Transportation Services ❑Scope Category E Architectural Services ❑Scope Category F Hydrogeological Services ❑Scope Category G Green Infrastructure, Sustainability, and Resiliency Services ❑Scope Category H Geotechnical Services ❑Scope Category J Civil Land Development Services ❑Scope Category K Recreation and Parks Services 1.2 The VENDOR agrees to perform work assigned by Task Order(s) (the"Services") under such terms as set forth in the Task Order(s). The Task Order Form is attached hereto as Exhibit A. The terms of the Task Order(s) shall be supplemental to the terms of this Agreement. RFQ CW24-001 General Engineering Consulting Services A-1 1.3 VENDOR shall furnish all services, labor, equipment, supplies, and materials necessary and as may be required in the performance of this Agreement, except as otherwise specifically provided for herein, and all Services performed under this Agreement shall be done in a professional manner. 1.4 VENDOR assumes professional and technical responsibility for performance of its services to be provided hereunder in accordance with recognized professional and ethical guidelines established by their profession. If within one year following completion of its services, such services fail to meet the aforesaid standards, and the CITY promptly advises VENDOR thereof in writing, VENDOR agrees to re-perform such deficient services without charge to the CITY. 1.5 The relationship between CITY and VENDOR created hereunder and the services to be provided by VENDOR pursuant to this Agreement are non-exclusive. CITY shall be free to pursue and engage similar relationships with other VENDORS to perform the same or similar services performed by VENDOR hereunder, so long as no other consultant shall be engaged to perform the specific project(s)assigned to VENDOR while VENDOR is so engaged without first terminating such assignment. VENDOR shall be free to pursue relationships with other parties to perform the same or similar services, whether or not such relationships are for services to be performed within the CITY, so long as no such relationship shall result in a conflict of interest, ethical or otherwise, with the CITY's interests in the services provided by VENDOR hereunder. 1.6 The VENDOR is responsible for defects in its work and in the work of its Sub consultants'. 1.7 PRELIMINARY SERVICES PHASE: The VENDOR shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The VENDOR shall attend meetings with the CITY Commission and CITY staff as may be required, and provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents. 1.7.1 During the preliminary services phase, the VENDOR shall advise the CITY, based on VENDOR'S professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project;VENDOR to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY'S needs for surveys; perform site evaluations and comparative studies of prospective site and solutions; and prepare and furnish a report to the City setting forth the VENDOR'S findings and recommendations. 1.7.2 Preliminary design services to be performed by the VENDOR shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 1.7.3 VENDOR shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed project; and/or 1.7.4 Upon authorization of the CITY, the VENDOR will provide advice and assistance relating to operation and maintenance of project or other systems;evaluate and report on operations; assist the CITY in matters relating to regulatory agency operations review or operating permit non-compliance; assist with startup and operator training for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project. RFQ CW24-001 General Engineering Consulting Services A-2 1.8 BASIC SERVICES: The VENDOR shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY. 1.9 FINAL DESIGN SERVICES shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits, and landfill permits. 1.9.1 The VENDOR based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule, or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical, and electrical systems,and any other requirements or systems, materials and such other elements as may be appropriate for a complete project. The VENDOR shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1.9.2 The VENDOR based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY. The Construction Documents shall consist of drawings and specifications setting forth in detail the requirements for the construction of the project. 1.9.3 The VENDOR shall assist the CITY in the preparation of the necessary proposal information and forms. 1.9.4 The VENDOR shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1.9.5 The VENDOR shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1.9.6 VENDOR shall include in the Construction Documents a requirement that the construction contractor shall provide a final as-built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked-up construction drawings to the VENDOR so that the VENDOR can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1.9.7 Prior to final approval of the Construction Documents by the CITY,the VENDOR shall conduct a thorough review and quality control evaluation of the entire work product for compliance with the requirements of any local, state,or federal agency from which a permit or other approval is required. The VENDOR shall make sure that all necessary approvals have taken place. 1.9.8 Prior to each phased submittal, the VENDOR shall conduct a thorough quality control review and assessment of the work product to determine whether the work is properly coordinated and confirm that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The VENDOR shall provide to the RFQ CW24-001 General Engineering Consulting Services A-3 CITY a Quality Assurance and Quality Control plan in a format that advises the CITY that all work has been performed as required. A report shall be submitted in accordance with those standards to apprise the CITY that due care has been taken in the preparation of the Contract Documents. 1.9.9 The VENDOR shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable. The VENDOR shall comply with all of its governing laws, rules, regulations, codes, directives, and other applicable federal, state, and local requirements in preparation of the work. 1.10 The VENDOR shall provide the construction documents, technical specifications, and drawings completed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 1.11 The VENDOR, following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost, shall, when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals and assist in preparing contracts for construction. 1.11.1 The VENDOR shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY'S Procurement Administrative Policy Manual. 1.11.2 Any Opinion of the Construction Cost prepared by VENDOR represents its judgment as a design professional and is supplied for the general guidance of the CITY. Since VENDOR has no control over market conditions, VENDOR does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to the CITY. If the project is not advertised for proposals within three (3) months after delivery of Final Design Plans,through no fault of the VENDOR or if either local market conditions or industry-wide prices have changed because of unusual or unanticipated events affecting the general level of prices or times of delivery in the construction industry, the established Construction Cost limit may be adjusted as determined by the CITY'S Representative and as approved by the CITY, if necessary. Additionally, if the CITY expands a project scope of work after the VENDOR renders the Final estimated probable Construction Cost of the Final Design Plans, the VENDOR shall not be responsible for any redesign without compensation, which shall be mutually agreed to by the parties hereto. 1.11.3 The VENDOR shall provide the CITY with a list of recommended prospective bidders. 1.11.4 The VENDOR shall attend all pre-proposal/per-bid conferences. 1.11.5 The VENDOR shall recommend any addenda, through the CITY'S representative as appropriate, to clarify, correct, or change proposal documents. 1.11.6 If Pre-Qualification of bidders is required as set forth in the Request for Proposals, Request for Qualifications or Invitation to Bid (two-step bid process), VENDOR shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.11.7 If requested, VENDOR shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY. 1.12 The CITY shall make decision on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the work after receiving a recommendation from the VENDOR. The VENDOR shall check schedules, shop drawings and other submissions for the limited purpose of checking conformance with the concept of the project, and for compliance with the information given by the Construction Documents. The VENDOR shall also review change orders prepared and submitted by RFQ CW24-001 General Engineering Consulting Services A-4 Contractor and review and make recommendations to the City for progress payments to the Contractor based on each project schedule of values and the percentage of work completed. The VENDOR will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the construction of the assigned task order projects. 1.12.1 The CITY shall maintain a record of all change orders, which shall be categorized to the various types, causes, etc. that may be determined useful and necessary for its purpose. 1.12.2 If the VENDOR is not the Construction Manager for the construction, the CITY shall notify the VENDOR within three (3) business days of the discovery of any architectural/engineering error or omission so that the VENDOR can be part of the negotiations resolving the claim between the CITY and the Contractor. 1.13 The VENDOR shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination, when the schedule of values is found to be appropriate, the VENDOR shall sign the schedule of values indicated in the belief that the schedule of values constitutes a reasonable, balanced basis for payment of the Application for Payment to the Contractor. 1.14 The VENDOR shall perform on-site construction observation of each project based on the Construction Documents in accordance with paragraph 1.19 "Resident Project Services" of this Agreement. The VENDOR observation shall determine the progress of the work completed, and whether the work is proceeding in a manner indicating that the work when fully competed will be in accordance with the Construction Documents. On the basis of site visits, the VENDOR will provide the CITY with a written report of each site visit in order to reasonably inform the CITY of the progress of the portion of the work completed. The VENDOR shall endeavor to identify for the CITY any defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. The VENDOR shall not have control over or charge of, or responsibility for the construction means, methods, techniques, sequences or procedures. or for safety precautions and programs in connection with the work, nor shall the VENDOR be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The VENDOR shall not have control over or charge of,and shall not be responsible for,acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. Based on such observation and the Contractor's Application for Payment, the VENDOR shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated. By issuing a Certificate of Payment, the VENDOR will also represent to the CITY that to the best of its information and belief, based on what its observation has revealed, the work is in accordance with the Construction Documents. The VENDOR shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1.15 The VENDOR shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings, and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY'S version of AutoCad formats for archival purposes. 1.16 The VENDOR shall attend regularly scheduled progress meetings on site bi-monthly or as otherwise determined based on a specific need established prior to construction by the CITY. RFQ CW24-001 General Engineering Consulting Services A-5 1.17 The VENDOR shall review change orders prepared and submitted by the Contractor for the CITY'S approval. VENDOR shall not authorize any changes in the work or time, no matter how minor, without prior written approval by the CITY. 1.18 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by VENDOR,which shall be timely completed by Contractor to the satisfaction of the CITY, written notification to Contractor by VENDOR that all releases of liens are satisfied, and written recommendation by VENDOR for final payment to the Contractor which shall be at the sole discretion of the CITY. 1.19 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the VENDOR will, if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ("Resident Project Representative") of the VENDOR. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project Representative will endeavor to identify for the CITY any defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but are not limited to the following: a. Conducting all pre-construction conferences; b. Conducting all necessary construction progress meetings; c. Observation of the work in progress to the extent authorized by the CITY; d. Receipt, review coordination, and disbursement of shop drawings and other submittals; e. Maintenance and preparation of progress reports; f. Field observation and verification of quantities of equipment and materials installed; g. Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; h. Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project-related documents, and at the completion of each project, deliver all such records to the CITY; i. Preparation, update, and distribution of a project budget with each project schedule; j. Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; k. Scheduling and conducting monthly progress meetings at which CITY, Engineer, general contractor, trade contractor, utilities representatives, and suppliers can jointly discuss such matters as procedures, progress, problems, and scheduling. I. Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and/or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; m. Development and implementation of a system for the preparation, review, and processing of change orders; n. Maintenance of a daily log of each project; o. Recording the progress of each project, and submission of written monthly progress reports to the CITY, including information on the Contractors'work and the percentage of completion; p. Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; and q. Securing and transmitting to the CITY, required guarantees; affidavits; releases; key manuals; record drawings; and maintenance stocks; The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the VENDOR or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided, however, that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the VENDOR. The Resident Project Representative shall not have control over or charge of,or responsibility for the construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the work, nor shall the Resident Project Representative be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The Resident Project Representative shall not have control over or charge of, RFQ CW24-001 General Engineering Consulting Services A-6 and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the work. Although VENDOR shall not be responsible for health or safety programs or precautions related to CITY"s activities or those of CITY's other contractors and consultants or their respective subcontractors and vendors ("Contractors"), VENDOR shall nonetheless report to the Resident Project Representative health and safety conditions or deficiencies observed by VENDOR'S employees or representatives. VENDOR shall not be responsible for CITY's pre- existing site conditions or the aggravation of those preexisting site conditions to the extent not caused by the negligence or willful misconduct of VENDOR. VENDOR shall not be responsible for inspecting, observing, or correcting health or safety conditions or deficiencies of CITY, Contractors, or others at the project site ("Project Site") other than for VENDOR's employees, sub-consultants, and vendors. 1.20 ADDITIONAL SERVICES 1.20.1 When additional services are necessary, they shall be specified in the written Task Order. Examples of additional non-exclusive services are: a. Preparation of applications and supporting documents for private or governmental grants, loans, or advances in connection with any particular project. b. Services to make measured drawings of or to investigate existing conditions or facilities or to verify the accuracy of drawings or other information furnished by or to the CITY. c. Services resulting from significant changes in the general scope, extent, or character of any particular project or its design, including but not limited to changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the VENDOR'S control. d. Providing renderings or models for the CITY's use. e. Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out-of-sequence work. f. Investigations and studies involving but not limited to, detailed considerations of operations, maintenance, and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies; cash flow and economic evaluations, rate schedules, and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY. g. Assistance in connection with Proposal/proposal protests, re-bidding or re- negotiating contracts for construction, materials, equipment, or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the VENDOR (e.g. defective plans and/or specifications which inhibit contractors from submitting proposals) in which event there shall be no additional cost for the provision of such services. h. Preparing to serve or serving as a VENDOR or witness for the CITY in any litigation, arbitration, or other legal or administrative proceeding. i. Additional services in connection with a project not otherwise provided for in this Agreement. RFQ CW24-001 General Engineering Consulting Services A-7 j. Services in connection with a field order or change order requested by the CITY. k. Providing artwork, models, or renderings as requested by the CITY. 1.21 When required by the Construction Contract documents in circumstances beyond the VENDOR'S control, and upon the CITY'S authorization, it will furnish the following additional services. a. Services in connection with work changes necessitated by unforeseen conditions encountered during construction. b. Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the VENDOR. c. Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3)acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the VENDOR or if the VENDOR fails to notify the Contractor of the deficient quality of their workmanship pursuant to VENDOR'S duties as described in the Contract Documents, the VENDOR's additional services shall be deemed part of Basic Services and compensated as such. d. Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. e. Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and/or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. f. Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the VENDOR in which case such services shall be deemed Basic Services. Except when caused by a design error by the VENDOR, the cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. 1.22 CITY'S RESPONSIBILITIES 1.22.1 The CITY shall do the following in a timely manner so as not to delay the services of the VENDOR: 1.22.2 Designate in writing a person or persons to act as the CITY's representative with respect to the services to be rendered under this Agreement. Such person(s) shall have complete authority to transmit instructions and receive information with respect to the VENDOR'S services for a particular project. The CITY may have multiple CITY Representative(s) or project managers during the performance of this Agreement based on the specific Task Orders from each of the Scope Categories. 1.22.3 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. 1.22.4 Assist the VENDOR by providing, at the VENDOR's request, all available information pertinent to the Project, including previous reports and any other data relative to the design or construction of the project. RFQ CW24-001 General Engineering Consulting Services A-8 1.22.5 Furnish to the VENDOR, if required for the performance of VENDOR's services (except where otherwise furnished by the VENDOR as Additional Services), the following: 1.22.6 Data prepared by,or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests, and inspection of samples, materials, and equipment; 1.22.6.1 Appropriate professional interpretations of all of the foregoing; 1.22.6.2 Environmental assessment and impact statements; 1.22.6.3 Property, boundary, easement, right-of-way, topographic and utility surveys; 1.22.6.4 Property descriptions; 1.22.6.5 Zoning, deed, and other land use restrictions; 1.22.6.6 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the VENDOR; and 1.22.6.7 Arrange for access to make all provisions for the VENDOR to enter upon the CITY's property as required for the VENDOR to perform services under this Agreement. 1.22.6.8 Consistent with the professional standard of care and unless otherwise specifically provided herein, VENDOR shall be entitled to rely upon the accuracy of data and information provided by the CITY or others without independent review or evaluation. 1.23 SEQUENCE OF EVENTS 1.23.1 Following receipt of any Task Order, the VENDOR shall submit to the CITY, at least five (5) business days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations. 1.23.2 Task Orders will be issued to the VENDOR in the order in which the CITY wishes,and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non-performance by VENDOR pursuant to this Agreement. 1.23.3 In accordance with the CITY's Purchasing Policy Manual, proposals received by the VENDOR as a result of a Task Order that exceeds the Procurement threshold amount, will require approval from CITY Commission before the execution of services. 1.23.4 When the CITY issues Task Orders to the VENDOR, each authorization shall contain a stated completion schedule. If caused by the negligent errors or omissions of VENDOR, failure of the VENDOR to meet the stated schedule shall constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. 1.23.5 It is anticipated and intended that the VENDOR will be authorized to begin new Task Order(s) on a "rolling" basis, as some already assigned Task Orders near timely completion. If a subsequent Task Order is issued to the VENDOR before it has completed the current Task Order, the completion date for each Task Order will remain independent of each other so that the VENDOR will prioritize the uncompleted Task Order from the first Task Order and finish as soon as practical. Failure to RFQ CW24-001 General Engineering Consulting Services A-9 complete the"older"Task Orders in a timely manner may adversely impact continued early authorization to start subsequent work. 1.23.6 When the VENDOR has exceeded the stated completion date, including any extension for extenuating circumstances, which may have been granted, a written notice of Default will be issued within seven (7) calendar days of the date that the default became active with a requirement of seven (7) calendar days to cure said default, to the VENDOR and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured. 1.23.7 Should the VENDOR exceed the assigned completion time, the CITY reserves the right not to issue to the VENDOR any further Task Order(s) until such time as it is no longer in default and the VENDOR has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent Task Orders. This restricted issuance provision may result in the VENDOR not being issued all of the planned work the CITY anticipated in this Agreement. The VENDOR shall have no right to the balance of any work or to any compensation associated with these non-issued Task Orders due to the VENDOR being rendered in default. 1.23.8 Should the VENDOR remain in default for a period of fifteen(15)consecutive calendar days beyond the time frame provided in Paragraph 1.23.6, the CITY may at its sole option retain another VENDOR to perform any Services arising out of this Agreement and/or terminate this Agreement. 1.24 DEFINITION OF DEFAULT 1.24.1 An event of default shall mean a material breach of this Agreement. Without limiting the generality of the foregoing and in addition to those instances referred to as a material breach, an event of default shall include the following: a. VENDOR has not performed services on a timely basis due to VENDOR's negligent errors or omissions; b. VENDOR has refused or failed to supply enough properly skilled personnel; c. VENDOR has failed to make prompt payments to VENDOR's sub-consultants or suppliers for any services after receiving payment from the CITY for such services or supplies; d. VENDOR has failed to obtain the approval of the CITY where required by this Agreement; e. VENDOR has refused or failed to provide the services as defined in this Agreement; f. VENDOR has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety(90) calendar days of such date; g. CITY has failed to make payments to VENDOR in accordance with the requirements of this Agreement; 1.24.2 In the event of Default, the VENDOR shall be liable for all damages resulting from the Default including: a. The difference between the amount that has been paid to the VENDOR and the amount required to complete the VENDOR's Services, provided the fees by the firm replacing the VENDOR are reasonable and the hourly rates do not exceed the VENDOR'S rates. This amount shall also include procurement and administrative costs incurred by the CITY. b. In the event of default by the City, VENDOR may suspend the Services pending receipt of such payment. 1.24.3. The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of RFQ CW24-001 General Engineering Consulting Services A-10 the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. 1.25 VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY. 1.26 The CITY's Representative during the performance of this Agreement shall be Keith Webber, or Designee. 1.27 The VENDOR's Representative during the performance of the Agreement shall be Mario E. Loaiza (Mloaiza@mckimcreed). 2. TERM. The initial Agreement period shall be for an initial term of two (2) years. commencing on 11/19/2024, and shall remain in effect through 11/18/2026. The City reserves the right to automatically renew the Agreement for two (2) two-year renewals subject to termination clause(s) as provided herein. The City requires firm fixed rates for the initial agreement term. Either party must give a sixty (60) calendar day(s) written notice prior to the Agreement anniversary date of the intent to not renew for the renewal term. The initial term and any exercised renewal terms are collectively referred to as the "Term." Automatic renewal terms will be based on the same terms, conditions, pricing, specifications. and services herein. The VENDOR understands and acknowledges that all services to be performed will be governed by this Agreement and that there is no guarantee of any assignment, minimum amount of professional services, compensation, or future work being given to the VENDOR. 3. Limited Term Extension: The CITY may, at its sole discretion and without further City Commission action, extend the term of this Agreement for an additional one-hundred and eighty (180) calendar days (the "limited term extension") by filing a written notice signed by the Vendor and the City's Purchasing Department. At no time shall this limited term extension extend more than one-hundred eighty (180) calendar days beyond the expiration date of this Agreement without further City Commission approval. The VENDOR will be reimbursed for these services at the rate in effect when this limited term extension clause was invoked by the CITY. 4. TIME OF PERFORMANCE / METHOD OF ORDERING SERVICES. 4.1 Services under this Agreement shall commence upon the CITY's written notice to the VENDOR through an executed Task Order. The VENDOR shall perform all Services and provide all work products required pursuant to this Agreement and the specific Task Order by the sequence of events, or unless the CITY grants an extension of time in writing. 4.2. Limitations. No Task Order issued under this Agreement will be valid if the estimated construction cost of the specific project or the study activity fee exceeds the amounts set forth in Section 287.055. Florida Statutes. 4.3. VENDOR shall complete each Task Order executed during the Term without regard to whether such completion would cause Services to be performed after the expiration date of this Agreement. Any Task Order for which performance extends beyond the Term may be amended after that expiration date, provided that any additional Services, time, and compensation are permitted under this Agreement. The terms and conditions of this Agreement shall continue to govern Task Orders notwithstanding the expiration of this Agreement. 5. PAYMENT. The VENDOR shall be paid by the CITY for completed work and for Services rendered as follows: a. Payment for the Services provided by VENDOR shall be made in accordance with the Fee Schedule as provided in Exhibit B attached hereto. b. Payment as provided in this section by the CITY shall be full compensation for work performed. services rendered, and for all materials, supplies, equipment. and incidentals necessary to complete the Services. c. Compensation for vendor's sub-consultants will be negotiated based on each Task Order. Compensation will be through a direct mark-up in accordance with the Fee Schedule attached RFQ CW24-001 General Engineering Consulting Services A-11 hereto. Sub-consulting services shall be approved by the City's representative in writing prior to performance of the sub-consulting work. Consulting time for processing and management of the VENDOR's sub-consultant shall not be included in direct cost as the direct mark-up is applied for management efforts. d. The VENDOR may submit invoices to the CITY once per month during the progress of the Srevices for partial payment. Such invoices will be checked by the CITY, and upon approval thereof, payment will be made to the VENDOR in the amount approved. e. In certain cases where incremental billing for partially completed Services is permitted by the CITY's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f. Computation of Time Charges/Not-to-Exceed Method of Payment: When a service is to be compensated based on time charge/not-to-exceed method, the VENDOR shall submit a not- to-exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates,which shall not exceed the established hourly rates set forth in the Fee Schedule, plus any sub-consultant services and other related costs supporting the proposed Services. The CITY shall not be obligated to reimburse the VENDOR for costs incurred in excess of the total not-to-exceed cost amount. g. Final payment of any balance due to the VENDOR of the total Task Order price earned will be made promptly upon its ascertainment and verification by the CITY after the completion of the Services under this Agreement and its acceptance by the CITY. h. Final Invoice: In order for both parties herein to close their books and records, the VENDOR will clearly state"Final Invoice"on the VENDOR's final/last billing to the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, any other further charges, if not properly included on this invoice, are considered waived by the VENDOR. i. The VENDOR's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the CITY and State for a period of five (5) years after the termination of the Agreement. Copies shall be made available upon request. j. Hourly rates shall remain fixed and firm for the initial two (2) year period of this Agreement. Cost of subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes as determined by the City, have occurred in the industry, such increases shall not exceed 5% per year, or whichever is less, the latest yearly percentage increase in the All Urban Consumer Price Index (CPI-U) (National) as published by the Bureau of Labor Statistics, U.S. Department of Labor. The yearly increase or decrease in the CPI shall be based on the latest index published and available ninety (90) calendar days prior to the end of the Agreement year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) calendar days prior to the Agreement anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of this Agreement. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the VENDOR, a reasonable reduction in costs that reflect such changes in the industry. All rate increases above 2% must be approved by the City Commission on the recommendation of the Director of Financial Services. k. The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the CITY does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the CITY, the Agreement may be canceled by the CITY upon giving thirty (30)calendar days' written notice to the VENDOR. I. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes. RFQ CW24-001 General Engineering Consulting Services A-12 6. OWNERSHIP AND USE OF DOCUMENTS. Upon completion of any project / Task Order and final payment to VENDOR, all documents, drawings, specifications, and other materials produced by the VENDOR in connection with the services rendered under this Agreement shall be the property of the CITY whether the project for which they are made is executed or not. Notwithstanding the foregoing, the VENDOR shall maintain the rights to reuse standard details and other design copies, including reproducible copies, of drawings and specifications for information, reference, and use in connection with VENDOR's endeavors. Any use of the documents for purposes other than as originally intended by this Agreement, without the written consent of VENDOR, shall be at the CITY's sole risk and without liability to VENDOR and VENDOR's sub-consultants. 7. FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 8. WARRANTIES AND REPRESENTATIONS. VENDOR represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this Agreement and that it will retain and assign qualified professionals to all assigned projects during the term of this Agreement. VENDOR's Services shall meet or exceed the standard of care and skill ordinarily used by members of VENDOR's profession practicing under similar circumstances. In submitting its response to the RFQ, VENDOR has represented to CITY that certain individuals employed by VENDOR shall provide services to CITY pursuant to this Agreement. CITY has relied upon such representations. Therefore, VENDOR shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 9. COMPLIANCE WITH LAWS. VENDOR shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances, and regulations that are applicable to the services to be rendered under this Agreement. 10. INDEMNIFICATION. A. The VENDOR shall indemnify and hold harmless CITY and its current, past, and future officers and employees from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys'fees,to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of VENDOR or other persons employed or utilized by VENDOR in the performance of this Agreement. Neither party to this Agreement shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect, or consequential damages of any kind, including but not limited to lost profits or use that may result from this Agreement or out of the services or goods furnished hereunder. B. The parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or§768.28, Fla. Stat., as may be amended from time to time. PURSUANT TO FLORIDA STATUTE, NO INDIVIDUAL DESIGN PROFESSIONAL EMPLOYED BY OR ACTING AS AN AGENT OF VENDOR MAY BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM THE NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF THIS AGREEMENT 11 INSURANCE. A. During the performance of the services under this Agreement, VENDOR shall maintain the following insurance policies, and provide originals or certified copies of all policies to CITY's Risk Management Director. All policies shall be written by an insurance company authorized to do business in Florida. VENDOR shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any service pursuant to this Agreement: a. Worker's Compensation Insurance: The VENDOR shall procure and maintain for the life of this Agreement. Worker's Compensation Insurance covering all employees RFQ CW24-001 General Engineering Consulting Services A-13 with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any subcontractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton Beach, executed by the insurance company. b. Comprehensive General Liability: The VENDOR shall procure and maintain for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations; Independent consultants, Products-Completed Operations, and Contractual Liability with specific reference to Article 7, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury, or property damage that could arise directly or indirectly from the performance of this Agreement. VENDOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/and $1,000.000 per occurrence/aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty(30)calendar days prior written notice to the CITY. c. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of this Agreement, Business Automobile Liability Insurance. The VENDOR shall maintain a minimum amount of$1,000,000 combined single limit for bodily injury and property damage liability to protect the VENDOR from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non-owned automobile, included rented automobiles, whether such operations be by the VENDOR or by anyone directly or indirectly employed by the VENDOR. d. Professional Liability (Errors and Omissions) Insurance: The VENDOR shall procure and maintain for the life of this Agreement in the minimum amount of $1,000,000 per occurrence. e. Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined appropriate by the CITY depending on the type of job and exposures contemplated. Coverage must follow the form of the General Liability, Auto Liability, and Employer's Liability. This coverage shall be maintained for a period of no less than the later of three (3) years after the delivery of goods/services or final payment pursuant to the Agreement. B. VENDOR shall provide the CITY with all Certificates of Insurance required under this section prior to beginning performance under this Agreement. Failure to maintain the required insurance will be considered a default of the Agreement. C. The CITY shall be named as an additional insured. The coverage shall contain no limitations on the scope of protection afforded to the CITY, its officers,officials,employees, or volunteers.A current valid insurance policy meeting the requirements herein identified shall be maintained during the duration of this Agreement, and shall be endorsed to state that coverage shall not be suspended, voided, or canceled by either party, reduced in coverage in limits except after thirty (30) calendar days prior written notice by either certified mail, return receipt requested, has been given to the CITY. D. The CITY reserves the right to reasonably require any additional insurance coverage or increased limits as determined necessary by the Risk Management Director. The CITY reserves the right to review, modify, reject, or accept any required policies of insurance, including limits, coverage, or endorsements throughout the term of the Agreement. 12. INDEPENDENT VENDOR/CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an independent vendor/contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither VENDOR nor any employee of VENDOR shall be entitled to any benefits accorded CITY employees by virtue of the services provided under this Agreement. The CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or for contributing RFQ CW24-001 General Engineering Consulting Services A-14 to the state industrial insurance program, otherwise assuming the duties of an employer with respect to VENDOR, or any employee of VENDOR. 13. COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the VENDOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the VENDOR any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 14. TRUTH-IN-NEGOTIATION CERTIFICATE. A. Execution of this Agreement by the VENDOR shall act as the execution of a truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement is accurate, complete, and current as of the date of the Agreement and no higher than those charged the VENDOR's most favored customer for the same or substantially similar service. B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non-current wage rates or due to inaccurate representations of fees paid to outside VENDORs. The CITY shall exercise its rights under this "Certificate"within one (1) year following payment. 15. SUBCONTRACTING. A. VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY B. The CITY reserves the right to accept the use of a sub-consultant or to reject the selection of a particular sub-consultant and to inspect all facilities of any sub-consultant in order to make a determination as to the capability of the sub-consultant to perform properly under this Agreement. If the VENDOR uses any sub-consultants on this project, the following provisions of this Article shall apply: C. If a sub-consultant fails to perform or make progress, as required by this Agreement, and it is necessary to replace the sub-consultant to complete the Services in a timely fashion, the VENDOR shall promptly do so, subject to acceptance of the new sub-consultant by the CITY. The substitution of a sub-consultant shall not be adequate cause to excuse a delay in the performance of any portion of this Agreement as set forth in the Scope of Work or applicable Task Order. D. The VENDOR, its sub-consultants, agents, servants, or employees agree to be bound by the terms and conditions of this Agreement and its agreement with any sub-consultant for work to be performed for the CITY the VENDOR must incorporate the terms of this Agreement. 16. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 17. ASSIGNMENT. The VENDOR shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY. 18. NON-WAIVER. A waiver by either CITY or VENDOR of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. 19. TERMINATION. RFQ CW24-001 General Engineering Consulting Services A-15 A. Termination for Convenience. This Agreement may be terminated by the CITY for convenience, upon fourteen (14) calendar days of written notice by the terminating party to the other party for such termination in which event the VENDOR shall be paid its compensation for services performed to the termination date, including services reasonably related to termination. In the event that the VENDOR abandons the Agreement or causes it to be terminated, the VENDOR shall indemnify the CITY against loss pertaining to this termination. B. Termination for Cause. In addition to all other remedies available to CITY, this Agreement shall be subject to cancellation by CITY for cause, should VENDOR neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by VENDOR of written notice of such neglect or failure. 20. DISPUTES. A. Any and all legal action necessary to enforce the terms of this Agreement shall be governed by the laws of the State of Florida. Any legal action arising from the terms of this Agreement shall be submitted to a court of competent jurisdiction exclusively located in Palm Beach County. B. Correction of Work. If, in the judgment of CITY,work provided by VENDOR does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, CITY reserves the right to require that VENDOR correct all deficiencies in the work to bring the work into conformance without additional cost to CITY, and/or replace any personnel who fail to perform in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-conformance and the quality of workmanship. C. Remedies in Default. In case of default by VENDOR, CITY shall notify VENDOR, in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct VENDOR to comply with all provisions of the Agreement. If the abandonment,delay, refusal,failure, neglect, or default is not cured within seven (7) calendar days of when notice was sent by CITY, CITY may declare a default of the Agreement and notify VENDOR of such declaration of default and terminate the Agreement. a. Upon such declaration of default, all payments remaining due VENDOR at the time of default, less all sums due CITY for damages suffered or expenses incurred by reason of default, shall be due and payable to VENDOR. b. CITY may complete the Agreement, or any part thereof, either by day labor, use of a subcontractor, or by re-letting a contract for the same, and procure the equipment and the facilities necessary for the completion of the Agreement, and charge the cost of same to VENDOR together with the costs incident thereto to such default. c. In the event CITY completes the Agreement at a lesser cost than would have been payable to VENDOR under this Agreement, if the same had been fulfilled by VENDOR, CITY shall retain such differences. Should such cost to CITY be greater, VENDOR shall pay the amount of such excess to the CITY. d. Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the Agreement at any time,whenever the service provided by VENDOR fails to meet reasonable standards of the trade after CITY gives written notice to the VENDOR of the deficiencies as set forth in the written notice within thirty (30) calendar days of the receipt by VENDOR of such notice from CITY. 21. UNCONTROLLABLE FORCES. 21.1 Neither the CITY nor VENDOR shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, RFQ CW24-001 General Engineering Consulting Services A-16 earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 21.2 Neither party shall, however, be excused from performance if non-performance is due to forces, which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. CITY PROVIDED INFORMATION AND SERVICES. 22.1 CITY shall furnish VENDOR available studies, reports,and other data pertinent to VENDOR'S services; obtain or authorize VENDOR to obtain or provide additional reports and data as required; furnish to VENDOR services of others required for the performance of VENDOR's Services hereunder, and VENDOR shall be entitled to use and rely upon all such information and services provided by CITY or others in performing VENDOR's Services under this Agreement. 23. ESTIMATES AND PROJECTIONS. 23.1 In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, VENDOR has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs;competitive bidding procedures and market conditions;time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, VENDOR makes no warranty that CITY's actual project costs, financial aspects, economic feasibility, or schedules will not vary from VENDOR's opinions, analyses, projections, or estimates. 24. THIRD PARTIES. 24.1 The services to be performed by VENDOR are intended solely for the benefit of CITY. No person or entity not a signatory to this Agreement shall be entitled to rely on VENDOR's performance of its services hereunder, and no right to assert a claim against VENDOR by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of VENDOR's services hereunder. 25. NOTICES. Notices to the CITY shall be sent to the following address: Daniel Dugger, City Manager City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, FL 33435 Telephone No. (561) 742-6000 Notices to VENDOR shall be sent to the following address: ATTN: Mario Loaiza; Caralynn Swain McKim&Creed, Inc. Address: 6501 Congress Avenue #160 Boca Raton, FL 33487 Phone: 561-319-4120 Email: mloaiza(a�mckimcreed.com ; bizdevelo•ment• mckimcreed.com RFQ CW24-001 General Engineering Consulting Services A-17 26. INTEGRATED AGREEMENT. This Agreement, together with RFQ and any addenda and/or attachments, represents the entire and integrated Agreement between the CITY and the VENDOR and supersedes all prior negotiations, representations, or agreements, written or oral. This Agreement may be amended only by written instrument signed by both CITY and VENDOR. 27. PUBLIC RECORDS.The CITY is a public agency subject to Chapter 119, Florida Statutes. The VENDOR shall comply with Florida's Public Records Law. Specifically, the VENDOR shall: A. Keep and maintain public records required by the CITY to perform the service; B. 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 Chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and, following completion of the Agreement, VENDOR shall maintain in a secured manner all copies of such confidential and exempt records remaining in its possession once the VENDOR transfers the records in its possession to the CITY; and D. Upon completion of the Agreement, VENDOR shall transfer to the CITY, at no cost to the CITY,all public records in VENDOR's possession.All records stored electronically by VENDOR 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 VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 TELEPHONE: 561-742-6060 CityClerkbbfl.us 28. E-VERIFY. 28.1 VENDOR certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. Definitions for this Section: A. "Contractor, Vendor, Proposer, Consultant" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. B. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for a salary, wages, or other remuneration. RFQ CW24-001 General Engineering Consulting Services A-18 C. "E-Verify system" means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. 28.1.2 Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E- Verify System in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: A. All persons employed by a Contractor to perform employment duties within Florida during the term of the Agreement; B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and C. By entering into this Agreement, the Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. 28.1.3 Contract Termination. If the City has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09 (1), Fla. Stat., the contract shall be terminated 29. SCRUTINIZED COMPANIES 287.135 and 215.473. By execution of this Agreement, VENDOR certifies that VENDOR is not participating in a boycott of Israel. VENDOR further certifies that VENDOR is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has VENDOR been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The CITY shall provide notice, in writing, to VENDOR of the CITY's determination concerning the false certification. VENDOR shall have five(5)calendar days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, VENDOR shall have ninety(90)calendar days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If VENDOR does not demonstrate that the CITY's determination of false certification was made in error then the CITY shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 30. SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign immunity by the CITY or as a waiver of limits of liability or rights the CITY may have under the doctrine of sovereign immunity or under Section 768.28, Florida Statutes. 31. CONFLICTS. If there is a conflict or inconsistency between any term, statement, requirement, or provision of this Agreement, Exhibits, any Task Order, VENDOR's Proposal, or other documents incorporated into this Agreement, such conflict shall be resolved pursuant to the following order of precedence (1) this Agreement, (2) any Task Order, (3) the RFQ, and (4) VENDOR's Proposal. 32. COMPLIANCE WITH STATE ENERGY POLICY AND CONSERVATION ACT. VENDOR shall comply with all mandatory standards and policies relating to energy efficiency contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Pub. L. 94-163, 89 Stat. 871). 33. DOMESTIC PREFERENCE FOR PROCUREMENTS. As appropriate and to the extent consistent with law, the VENDOR should,to the greatest extent practicable, provide a preference for the purchase,acquisition, or RFQ CW24-001 General Engineering Consulting Services A-19 use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe;aggregates such as concrete;glass, including optical fiber; and lumber. 34. LICENSE AND DELIVERY OF WORKS SUBJECT TO COPYRIGHT AND DATA RIGHTS. If applicable,the VENDOR grants to CITY, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this Agreement, VENDOR will identify such data and grant to the CITY or acquire on its behalf a license of the same scope as for data first produced in the performance of this contract. Data, as used herein, shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this Agreement, VENDOR will deliver to the VENDOR data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this Agreement in formats acceptable by VENDOR. 35. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or any subcontractor will have access to an individual's personal identifying information under this Agreement. VENDOR represents and certifies: (i) VENDOR is not owned by the government of a foreign country of concern; (ii) the government of a foreign country of concern does not have a controlling interest in VENDOR; and (iii) VENDOR is not organized under the laws of and does not have its principal place of business in, a foreign country of concern. Prior to VENDOR and any subcontractor having access to personal identifying information pursuant to this Agreement, VENDOR and any subcontractor shall submit to City executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes. Compliance with the requirements of this section is included in the requirements of a proper invoice. Terms used in this section that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes. 36. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, VENDOR shall provide CITY with an affidavit attesting that the VENDOR does not use coercion for labor or services, in accordance with Section 787.06(13), Florida Statutes. 37. COUNTRIES OF CONCERN. VENDOR represents that it is, and for the duration of the Term will remain, in compliance with Section 286.101, Florida Statutes. 38. DULY LICENSED. VENDOR represents that it is duly licensed in Florida to perform the Services under this Agreement and that it will continue to maintain all licenses and approvals required to conduct its business. SIGNATURE PAGE FOLLOWS RFQ CW24-001 General Engineering Consulting Services A-20 "This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes." IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be considered an original on the following dates: DATED this_ day of September , 20 24 . CITY OF BOYNTON BEA // �p �2 ff- McKim & Creed, Inc.II�.I i� Ty Penser._4' •utltori. 4 O'cial Name), (Vendor) Mario Loaiza, PE, F.ASCE Print Name of Authorized Official Regional Water Manager Title TpN +,+ !Corporate iI G�RPORgTF�•F,1 • SEAL t ' .65 E3: SEAL :•_�, =20'' Atter ehtroate8 �4 .` II : INCORPORATED: f �1CAROB��`N� 1920 ••• � ''�� FLowors = fitness 7-,Ala/1/44S f 4S• Print Name Approved as to Form: 4aw, Shawna G. Lamb, Office of the City Attorney Atteç7Autentica,: Maylee D: Je : , City Clerk 111 RFQ CVV24-001 General Engineering Consulting Services A-21 EXHIBIT A Form of Task Order CITY OF BOYNTON BEACH General Engineering Consulting Services Task Order Task Order No. Consultant: 1. Task/Project. (Insert title and brief description) 2. Detailed Scope of Professional Services. A detailed scope of services under this Task Order, in accordance with the phases of service detailed in the Agreement, is attached as Exhibit 3. Deliverables and Schedule. For study/design related services: Consultant shall deliver to the City the deliverables specified at the time indicated on the attached Exhibit For project administration services: Consultant shall provide project/construction administration services in accordance with the Agreement and project schedule. 4. Compensation. The total estimated construction costs of the Project or the cost of the study or report for this Task Order may not exceed the amounts set forth in Section 287.055, Florida Statutes. The total Fee to be paid to the Consultant under this Task Order shall not exceed , based on the hourly rates currently in effect under the Agreement. A detailed fee schedule is attached as Exhibit The payment schedule (based on deliverables) is attached as Exhibit 5. Agreement Reference. This Task Order shall be performed under the terms and conditions described within the General Engineering Consulting Services Agreement, dated , 20 , by and between the City of Boynton Beach and ("Consultant"), Contract No. 6. Insurance. Consultant shall maintain insurance coverages in accordance with the Agreement and hereby confirms that Certificate(s) of Insurance evidencing current policies meeting the requirements of the Agreement are on file with the City as of the date of this Task Order. 7. Exhibits. All attached Exhibits are incorporated fully into this Task Order and the Agreement. RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A 8. Notice to Proceed (Task Order Form and Purchase Order). ❑ If checked, Consultant's receipt of a fully-executed copy of this Task Order and Purchase Order (PO) shall serve as the Notice to Proceed under this Task Order, effective as of the date the fully-executed Task Order was emailed to the Consultant. ❑ If checked, Consultant shall commence Services under this Task Order as specified in a forthcoming Purchase Order (PO) and Notice to Proceed. CONSULTANT: CITY OF BOYNTON BEACH By: By: Daniel Dugger, City Manager Print Name: Date: , 20 Date: , 20_ City Attorney's Office Approved as to form and legality By: RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A EXHIBIT B Fee Schedule PERSONNEL CLASSIFICATIONS HOURLY RATE Principal $275 Project Manager $250 Senior Engineer $225 Process Engineer $260 Sr. Electrical Engineer $225 Electrical Engineer $205 _ Process Control/Inst. Engineer $200 Sr. Mechanical Engineer $225 Mechanical Engineer $175 Engineering Technician $150 Engineer $175 Staff Engineer $175 Architect $200 Senior Architect $225 Landscape Architect $175 Environmental Specialist $175 Inspector(Zoning & Landscape) $150 Inspector(Transportation) $150 Senior Landscape Architect $185 Senior Surveyor/Mapper $200 Surveyor/Field Survey Chief $150 Designer $135 Senior Designer $145 Urban Designer $135 Chief Designer $165 Hydrogeologist $175 Principal Hydrogeologist $200 Planning Technician $150 GIS Specialist $100 Structural Engineer $200 CADD/Technician $loo Architectural CADD /Technician $100 Planner $175 Senior Planner $200 Transportation Planner $180 Transportation Planning Technician $150 Public Relations Specialist $100 Construction Inspector $150 Rate Analyst $155 Senior Rate Analyst $165 Grant Analyst $110 Grant Specialist $100 Clerical/Administrative $90 Reimbursable Expenses: Direct costs such as postage, prints, and delivery services will be billed at cost. Mark-up % Sub-Consultants Fee: 10 RFQ CW24-001 General Engineering Consulting Services Fee Schedule Exhibit B ATTACHMENT "A" City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts, leases.and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as "Certificate Holder" and "The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+" or higher. (NOTE:An insurance contract or binder may be accepted as proof of insurance if a Certificate is provided upon selection of vendor.) Thefollowing is a list of types of insurance required of contractors, lessees, etc., and the limits required by the City: (NOTE:This list is not all inclusive, and the City reserves the right to require additional types of insurance, or to raise orlower the stated limits, based upon identified risk.) TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners & Contractor's Protective (OCP) Personal &Adv. Injury $ 1,000,000.00 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage (any one fire) $ 50,000.00 Broad Form Vendors Med. Expense (any one person) $ 5,000.00 Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability Professional Liability Aggregate $ 1,000,000.00 Automobile Liability Combined Single Limit $1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease, Policy Limit $ 1,000,000.00 Disease Each Employe $ 1,000,000.00 Property: Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other-As Risk Identified to be determined • INSURANCE ADVISORY FORM RFQ CW24-001 General Engineering Consulting Services Insurance Advisory ATTACHMENT "B" ,,Y 0R \� \ o 1- 1..rON e AFFIDAVIT OF COMPLIANCE WITH FOREIGN ENTITY LAWS The undersigned,on behalf of the entity listed below("Entity"),hereby attests under penalty of perjury as follows: 1. Entity is not owned by the government of a foreign country of concern as defined in Section 287.138, Florida Statutes. (Source: § 287.138(2)(a), Florida Statutes) 2. The government of a foreign country of concern does not have a controlling interest in Entity. (Source: §287.138(2)(b), Florida Statutes) 3. Entity is not organized under the laws of, and does not have a principal place of business in, a foreign country of concern. (Source: § 287.138(2)(c), Florida Statutes) 4. The undersigned is authorized to execute this affidavit on behalf of Entity. Date: 9/19 , 2024 Signed: 41 Aga 4*" Entity: McKim & Creed, Inc. Name:Marii Lo. a, PE, F.ASCE Title: Regional Water Manager STATE OF Florida COUNTY OF Hernando The foregoing instrument was acknowledged before me, by means of❑ physical presence or Ifonline notarization, this_19 day of September , 2024 , by Mario Loaiza as Regional Water Manager for McKim & Creed , who is personally known to me or who has produced as identification. ;ot►�'a°e`: JENNIFER SOULTS �� 1 ; 4:1ria btihin 4 � to f Florida Notary Public Sign:tures , ; .• • > �' }, 3107 Print Name: Jennifer Soult• ' ,. My Comm. Expires Apr 5, 2027 onismormilywwwwmiwwwilopmermia My commission expires: 4.5.2027 Affidavit of Compliance with Foreign Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Consulting Services Affidavit of Compliance with Foreign Entity Laws Y O„, �y \ I o 4 '1'4'PO N 6 47 AFFIDAVIT OF COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS In accordance with section 787.06 (13), Florida Statutes, the undersigned, on behalf of the entity listed below("Entity"), hereby attests under penalty of perjury that: Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking." / . /. Date: 9/19 ,2024 Signed: a;��`" Entity: McKim & Creed, Inc. Name: Mario oai , PE, F.ASCE Title: Regional Water Manager STATE OF Florida COUNTY OF Hernando The foregoing instrument was acknowledged before me, by means of ❑ physical presence or IA online notarization, this 19th day of September day of , 20 24 , b{ylario,Lffiza Regional Water Manager for McKim&Creed , who is personally known to me or who has produced as identification. ;o1►RYP,,eL.,. JENNIFER SOULTS ; ? .� • Notary bl' State of Florida Notary Public Sign.ture: , . .►� • State 1, , LarHacMUn#HH 383107 Print Name: My Comm. Expires Apr 5, 2027 My commission expires: 4.5.2027 Affidavit of Compliance with Anti-Human Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Services Affidavit of Compliance with Anti-Human Trafficking Laws 47 �rON 9 GENERAL ENGINEERING CONSULTING SERVICES AGREEMENT This Agreement ("Agreement"), is entered into between the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as "CITY", and Kimley Horn and Associates, Inc. a [type of entity: corporation]authorized to do business in the State of Florida,with a business address of 1920 Wekiva Way, West Palm Beach, FL 33411, hereinafter referred to as "VENDOR". In consideration of the mutual benefits, terms, and conditions hereinafter specified, the Parties agree as set forth below. WHEREAS, the CITY solicited proposals for a non-exclusive agreement to perform General Engineering Consulting Services, and WHEREAS, the CITY issued a Request for Qualification for General Engineering Consulting Services; and WHEREAS, RFQ No. CW24-001 defined Scope of Services for General Engineering Consulting Services; and WHEREAS, the CITY determined that VENDOR was qualified for appointment to perform the scope of services set forth in RFQ No. CW24-001; and WHEREAS, the CITY Commission on July 16, 2024, determined that VENDOR was qualified for appointment to perform the scope of services set forth in the Request For Qualifications RFQ No. CW24-001; and NOW THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows• 1. SERVICES AND RESPONSIBILITIES. 1 1 VENDOR hereby agrees to perform the General Engineering Consulting Services, by way of individual Task Orders, at the request of the CITY during the term of this Agreement as more particularly described in the Request for Qualifications RFQ No. CW24-001 for General Engineering Consulting Services, which is incorporated herein by reference. The specific projects that may be assigned to the VENDOR are in conjunction with the specific N box next to the Scope Category: ❑Scope Category A Water Plant Modifications, Capacity and Operations Evaluation ❑Scope Category B Infrastructure Improvements and Evaluations ❑Scope Category C Ancillary Studies and Services ®Scope Category D Transportation Services ❑Scope Category E Architectural Services ❑Scope Category F Hydrogeological Services EScope Category G Green Infrastructure, Sustainability, and Resiliency Services ❑Scope Category H Geotechnical Services ❑Scope Category J Civil Land Development Services ®Scope Category K Recreation and Parks Services 1.2 The VENDOR agrees to perform work assigned by Task Order(s) (the"Services") under such terms as set forth in the Task Order(s). The Task Order Form is attached hereto as Exhibit A. The terms of the Task Order(s) shall be supplemental to the terms of this Agreement. RFQ CW24-001 General Engineering Consulting Services A-1 1.3 VENDOR shall furnish all services, labor, equipment, supplies, and materials necessary and as may be required in the performance of this Agreement, except as otherwise specifically provided for herein, and all Services performed under this Agreement shall be done in a professional manner. 1.4 VENDOR assumes professional and technical responsibility for performance of its services to be provided hereunder in accordance with recognized professional and ethical guidelines established by their profession. If within one year following completion of its services, such services fail to meet the aforesaid standards, and the CITY promptly advises VENDOR thereof in writing, VENDOR agrees to re-perform such deficient services without charge to the CITY. 1.5 The relationship between CITY and VENDOR created hereunder and the services to be provided by VENDOR pursuant to this Agreement are non-exclusive. CITY shall be free to pursue and engage similar relationships with other VENDORS to perform the same or similar services performed by VENDOR hereunder, so long as no other consultant shall be engaged to perform the specific project(s)assigned to VENDOR while VENDOR is so engaged without first terminating such assignment. VENDOR shall be free to pursue relationships with other parties to perform the same or similar services, whether or not such relationships are for services to be performed within the CITY, so long as no such relationship shall result in a conflict of interest, ethical or otherwise, with the CITY's interests in the services provided by VENDOR hereunder. 1.6 The VENDOR is responsible for defects in its work and in the work of its Sub consultants'. 1.7 PRELIMINARY SERVICES PHASE: The VENDOR shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The VENDOR shall attend meetings with the CITY Commission and CITY staff as may be required, and provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents. 1.7.1 During the preliminary services phase, the VENDOR shall advise the CITY, based on VENDOR'S professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project; VENDOR to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY'S needs for surveys; perform site evaluations and comparative studies of prospective site and solutions: and prepare and furnish a report to the City setting forth the VENDOR'S findings and recommendations. 1.7.2 Preliminary design services to be performed by the VENDOR shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 1.7.3 VENDOR shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed project; and/or 1.7.4 Upon authorization of the CITY, the VENDOR will provide advice and assistance relating to operation and maintenance of project or other systems; evaluate and report on operations; assist the CITY in matters relating to regulatory agency operations review or operating permit non-compliance; assist with startup and operator training for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project. RFQ CW24-001 General Engineering Consulting Services A-2 1.8 BASIC SERVICES: The VENDOR shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY. 1.9 FINAL DESIGN SERVICES shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits, and landfill permits. 1.9.1 The VENDOR based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule, or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical, and electrical systems, and any other requirements or systems, materials and such other elements as may be appropriate for a complete project. The VENDOR shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1.9.2 The VENDOR based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY. The Construction Documents shall consist of drawings and specifications setting forth in detail the requirements for the construction of the project. 1.9.3 The VENDOR shall assist the CITY in the preparation of the necessary proposal information and forms. 1.9.4 The VENDOR shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1.9.5 The VENDOR shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1.9.6 VENDOR shall include in the Construction Documents a requirement that the construction contractor shall provide a final as-built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked-up construction drawings to the VENDOR so that the VENDOR can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1.9.7 Prior to final approval of the Construction Documents by the CITY, the VENDOR shall conduct a thorough review and quality control evaluation of the entire work product for compliance with the requirements of any local, state, or federal agency from which a permit or other approval is required. The VENDOR shall make sure that all necessary approvals have taken place. 1.9.8 Prior to each phased submittal, the VENDOR shall conduct a thorough quality control review and assessment of the work product to determine whether the work is properly coordinated and confirm that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The VENDOR shall provide to the RFQ CW24-001 General Engineering Consulting Services A-3 CITY a Quality Assurance and Quality Control plan in a format that advises the CITY that all work has been performed as required. A report shall be submitted in accordance with those standards to apprise the CITY that due care has been taken in the preparation of the Contract Documents. 1.9.9 The VENDOR shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable. The VENDOR shall comply with all of its governing laws, rules, regulations, codes, directives, and other applicable federal, state, and local requirements in preparation of the work. 1.10 The VENDOR shall provide the construction documents, technical specifications, and drawings completed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 1.11 The VENDOR, following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost, shall, when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals and assist in preparing contracts for construction. 1.11.1 The VENDOR shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY'S Procurement Administrative Policy Manual. 1.11.2 Any Opinion of the Construction Cost prepared by VENDOR represents its judgment as a design professional and is supplied for the general guidance of the CITY. Since VENDOR has no control over market conditions, VENDOR does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to the CITY. If the project is not advertised for proposals within three (3) months after delivery of Final Design Plans,through no fault of the VENDOR or if either local market conditions or industry-wide prices have changed because of unusual or unanticipated events affecting the general level of prices or times of delivery in the construction industry, the established Construction Cost limit may be adjusted as determined by the CITY'S Representative and as approved by the CITY, if necessary. Additionally, if the CITY expands a project scope of work after the VENDOR renders the Final estimated probable Construction Cost of the Final Design Plans, the VENDOR shall not be responsible for any redesign without compensation, which shall be mutually agreed to by the parties hereto. 1.11.3 The VENDOR shall provide the CITY with a list of recommended prospective bidders. 1.11.4 The VENDOR shall attend all pre-proposal/per-bid conferences. 1.11.5 The VENDOR shall recommend any addenda, through the CITY'S representative as appropriate, to clarify, correct, or change proposal documents. 1.11.6 If Pre-Qualification of bidders is required as set forth in the Request for Proposals, Request for Qualifications or Invitation to Bid (two-step bid process), VENDOR shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.11.7 If requested, VENDOR shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY. 1.12 The CITY shall make decision on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the work after receiving a recommendation from the VENDOR. The VENDOR shall check schedules, shop drawings and other submissions for the limited purpose of checking conformance with the concept of the project, and for compliance with the information given by the Construction Documents. The VENDOR shall also review change orders prepared and submitted by RFQ CW24-001 General Engineering Consulting Services A-4 Contractor and review and make recommendations to the City for progress payments to the Contractor based on each project schedule of values and the percentage of work completed. The VENDOR will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the construction of the assigned task order projects. 1.12.1 The CITY shall maintain a record of all change orders, which shall be categorized to the various types, causes, etc. that may be determined useful and necessary for its purpose. 1.12.2 If the VENDOR is not the Construction Manager for the construction, the CITY shall notify the VENDOR within three (3) business days of the discovery of any architectural/engineering error or omission so that the VENDOR can be part of the negotiations resolving the claim between the CITY and the Contractor. 1.13 The VENDOR shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination,when the schedule of values is found to be appropriate, the VENDOR shall sign the schedule of values indicated in the belief that the schedule of values constitutes a reasonable, balanced basis for payment of the Application for Payment to the Contractor. 1.14 The VENDOR shall perform on-site construction observation of each project based on the Construction Documents in accordance with paragraph 1.19 "Resident Project Services" of this Agreement. The VENDOR observation shall determine the progress of the work completed, and whether the work is proceeding in a manner indicating that the work when fully competed will be in accordance with the Construction Documents. On the basis of site visits, the VENDOR will provide the CITY with a written report of each site visit in order to reasonably inform the CITY of the progress of the portion of the work completed. The VENDOR shall endeavor to identify for the CITY any defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. The VENDOR shall not have control over or charge of, or responsibility for the construction means, methods, techniques, sequences or procedures. or for safety precautions and programs in connection with the work, nor shall the VENDOR be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The VENDOR shall not have control over or charge of,and shall not be responsible for,acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. Based on such observation and the Contractor's Application for Payment, the VENDOR shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated. By issuing a Certificate of Payment, the VENDOR will also represent to the CITY that to the best of its information and belief, based on what its observation has revealed, the work is in accordance with the Construction Documents. The VENDOR shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1.15 The VENDOR shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings, and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY'S version of AutoCad formats for archival purposes. 1.16 The VENDOR shall attend regularly scheduled progress meetings on site bi-monthly or as otherwise determined based on a specific need established prior to construction by the CITY. RFQ CW24-001 General Engineering Consulting Services A-5 1.17 The VENDOR shall review change orders prepared and submitted by the Contractor for the CITY'S approval. VENDOR shall not authorize any changes in the work or time, no matter how minor, without prior written approval by the CITY. 1.18 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by VENDOR,which shall be timely completed by Contractor to the satisfaction of the CITY,written notification to Contractor by VENDOR that all releases of liens are satisfied, and written recommendation by VENDOR for final payment to the Contractor which shall be at the sole discretion of the CITY. 1.19 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the VENDOR will, if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ("Resident Project Representative") of the VENDOR. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project Representative will endeavor to identify for the CITY any defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but are not limited to the following: a. Conducting all pre-construction conferences; b. Conducting all necessary construction progress meetings; c. Observation of the work in progress to the extent authorized by the CITY; d. Receipt, review coordination, and disbursement of shop drawings and other submittals; e. Maintenance and preparation of progress reports; f. Field observation and verification of quantities of equipment and materials installed; g. Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; h. Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project-related documents, and at the completion of each project, deliver all such records to the CITY; i. Preparation, update, and distribution of a project budget with each project schedule; j. Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; k. Scheduling and conducting monthly progress meetings at which CITY, Engineer, general contractor, trade contractor, utilities representatives, and suppliers can jointly discuss such matters as procedures, progress, problems, and scheduling. I. Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and/or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; m. Development and implementation of a system for the preparation, review, and processing of change orders; n. Maintenance of a daily log of each project; o. Recording the progress of each project, and submission of written monthly progress reports to the CITY, including information on the Contractors'work and the percentage of completion; p. Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; and q. Securing and transmitting to the CITY, required guarantees; affidavits; releases; key manuals; record drawings; and maintenance stocks; The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the VENDOR or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided, however, that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the VENDOR. The Resident Project Representative shall not have control over or charge of,or responsibility for the construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the work, nor shall the Resident Project Representative be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The Resident Project Representative shall not have control over or charge of, RFQ CW24-001 General Engineering Consulting Services A-6 and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the work. Although VENDOR shall not be responsible for health or safety programs or precautions related to CITY"s activities or those of CITY's other contractors and consultants or their respective subcontractors and vendors ("Contractors"), VENDOR shall nonetheless report to the Resident Project Representative health and safety conditions or deficiencies observed by VENDOR'S employees or representatives. VENDOR shall not be responsible for CITY's pre- existing site conditions or the aggravation of those preexisting site conditions to the extent not caused by the negligence or willful misconduct of VENDOR. VENDOR shall not be responsible for inspecting, observing, or correcting health or safety conditions or deficiencies of CITY, Contractors, or others at the project site ("Project Site") other than for VENDOR's employees, sub-consultants, and vendors. 1.20 ADDITIONAL SERVICES 1.20.1 When additional services are necessary, they shall be specified in the written Task Order. Examples of additional non-exclusive services are: a. Preparation of applications and supporting documents for private or governmental grants, loans, or advances in connection with any particular project. b. Services to make measured drawings of or to investigate existing conditions or facilities or to verify the accuracy of drawings or other information furnished by or to the CITY. c. Services resulting from significant changes in the general scope, extent, or character of any particular project or its design, including but not limited to changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the VENDOR'S control. d. Providing renderings or models for the CITY's use. e. Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out-of-sequence work. f. Investigations and studies involving but not limited to, detailed considerations of operations, maintenance, and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies; cash flow and economic evaluations, rate schedules, and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY. g. Assistance in connection with Proposal/proposal protests, re-bidding or re- negotiating contracts for construction, materials, equipment, or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the VENDOR (e.g. defective plans and/or specifications which inhibit contractors from submitting proposals) in which event there shall be no additional cost for the provision of such services. h. Preparing to serve or serving as a VENDOR or witness for the CITY in any litigation, arbitration, or other legal or administrative proceeding. i. Additional services in connection with a project not otherwise provided for in this Agreement. RFQ CW24-001 General Engineering Consulting Services A-7 j. Services in connection with a field order or change order requested by the CITY. k. Providing artwork, models, or renderings as requested by the CITY. 1.21 When required by the Construction Contract documents in circumstances beyond the VENDOR'S control, and upon the CITY'S authorization, it will furnish the following additional services. a. Services in connection with work changes necessitated by unforeseen conditions encountered during construction. b. Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the VENDOR. c. Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3)acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the VENDOR or if the VENDOR fails to notify the Contractor of the deficient quality of their workmanship pursuant to VENDOR'S duties as described in the Contract Documents, the VENDOR's additional services shall be deemed part of Basic Services and compensated as such. d. Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. e. Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and/or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. f. Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the VENDOR in which case such services shall be deemed Basic Services. Except when caused by a design error by the VENDOR, the cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. 1.22 CITY'S RESPONSIBILITIES 1.22.1 The CITY shall do the following in a timely manner so as not to delay the services of the VENDOR: 1.22.2 Designate in writing a person or persons to act as the CITY's representative with respect to the services to be rendered under this Agreement. Such person(s) shall have complete authority to transmit instructions and receive information with respect to the VENDOR'S services for a particular project. The CITY may have multiple CITY Representative(s) or project managers during the performance of this Agreement based on the specific Task Orders from each of the Scope Categories, 1.22.3 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. 1.22.4 Assist the VENDOR by providing, at the VENDOR's request, all available information pertinent to the Project, including previous reports and any other data relative to the design or construction of the project. RFQ CW24-001 General Engineering Consulting Services A-8 1.22.5 Furnish to the VENDOR, if required for the performance of VENDOR's services (except where otherwise furnished by the VENDOR as Additional Services), the following: 1.22.6 Data prepared by,or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests, and inspection of samples, materials, and equipment; 1.22.6.1 Appropriate professional interpretations of all of the foregoing; 1.22.6.2 Environmental assessment and impact statements; 1.22.6.3 Property, boundary, easement, right-of-way, topographic and utility surveys; 1.22.6.4 Property descriptions; 1.22.6.5 Zoning, deed, and other land use restrictions; 1.22.6.6 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the VENDOR; and 1.22.6.7 Arrange for access to make all provisions for the VENDOR to enter upon the CITY's property as required for the VENDOR to perform services under this Agreement. 1.22.6.8 Consistent with the professional standard of care and unless otherwise specifically provided herein, VENDOR shall be entitled to rely upon the accuracy of data and information provided by the CITY or others without independent review or evaluation. 1.23 SEQUENCE OF EVENTS 1.23.1 Following receipt of any Task Order, the VENDOR shall submit to the CITY, at least five (5) business days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations. 1.23.2 Task Orders will be issued to the VENDOR in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non-performance by VENDOR pursuant to this Agreement. 1.23.3 In accordance with the CITY's Purchasing Policy Manual, proposals received by the VENDOR as a result of a Task Order that exceeds the Procurement threshold amount, will require approval from CITY Commission before the execution of services. 1.23.4 When the CITY issues Task Orders to the VENDOR, each authorization shall contain a stated completion schedule. If caused by the negligent errors or omissions of VENDOR, failure of the VENDOR to meet the stated schedule shall constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. 1.23.5 It is anticipated and intended that the VENDOR will be authorized to begin new Task Order(s) on a "rolling" basis, as some already assigned Task Orders near timely completion. If a subsequent Task Order is issued to the VENDOR before it has completed the current Task Order, the completion date for each Task Order will remain independent of each other so that the VENDOR will prioritize the uncompleted Task Order from the first Task Order and finish as soon as practical. Failure to RFQ CVV24-001 General Engineering Consulting Services A-9 complete the"older" Task Orders in a timely manner may adversely impact continued early authorization to start subsequent work. 1.23.6 When the VENDOR has exceeded the stated completion date, including any extension for extenuating circumstances, which may have been granted, a written notice of Default will be issued within seven (7) calendar days of the date that the default became active with a requirement of seven (7) calendar days to cure said default, to the VENDOR and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured. 1.23.7 Should the VENDOR exceed the assigned completion time, the CITY reserves the right not to issue to the VENDOR any further Task Order(s) until such time as it is no longer in default and the VENDOR has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent Task Orders. This restricted issuance provision may result in the VENDOR not being issued all of the planned work the CITY anticipated in this Agreement. The VENDOR shall have no right to the balance of any work or to any compensation associated with these non-issued Task Orders due to the VENDOR being rendered in default. 1.23.8 Should the VENDOR remain in default for a period of fifteen(15)consecutive calendar days beyond the time frame provided in Paragraph 1.23.6, the CITY may at its sole option retain another VENDOR to perform any Services arising out of this Agreement and/or terminate this Agreement. 1.24 DEFINITION OF DEFAULT 1.24.1 An event of default shall mean a material breach of this Agreement. Without limiting the generality of the foregoing and in addition to those instances referred to as a material breach, an event of default shall include the following: a. VENDOR has not performed services on a timely basis due to VENDOR's negligent errors or omissions; b. VENDOR has refused or failed to supply enough properly skilled personnel; c. VENDOR has failed to make prompt payments to VENDOR's sub-consultants or suppliers for any services after receiving payment from the CITY for such services or supplies; d. VENDOR has failed to obtain the approval of the CITY where required by this Agreement; e. VENDOR has refused or failed to provide the services as defined in this Agreement; f. VENDOR has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety (90) calendar days of such date; g. CITY has failed to make payments to VENDOR in accordance with the requirements of this Agreement; 1.24.2 In the event of Default, the VENDOR shall be liable for all damages resulting from the Default including: a. The difference between the amount that has been paid to the VENDOR and the amount required to complete the VENDOR's Services, provided the fees by the firm replacing the VENDOR are reasonable and the hourly rates do not exceed the VENDOR'S rates. This amount shall also include procurement and administrative costs incurred by the CITY. b. In the event of default by the City, VENDOR may suspend the Services pending receipt of such payment. 1.24.3. The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of RFQ CW24-001 General Engineering Consulting Services A-10 the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. 1.25 VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY. The CITY's Representative during the performance of this Agreement shall be Keith Webber, 1.26 orDesignee. 1.27 The VENDOR's Representative during the performance of the Agreement shall be Eric Regueiro(eric.regueiro@kimley-horn.com) 2. TERM, The initial Agreement period shall be for an initial term of two (2) years, commencing on 11/19/2024,and shall remain in effect through 11/18/2026.The City reserves the right to automatically renew the Agreement for two (2) two-year renewals subject to termination clause(s) as provided herein. The City requires firm fixed rates for the initial agreement term. Either party must give a sixty (60) calendar day(s)written notice prior to the Agreement anniversary date of the intent to not renew for the renewal term. The initial term and any exercised renewal terms are collectively referred to as the "Term." Automatic renewal terms will be based on the same terms, conditions, pricing, specifications, and services herein. The VENDOR understands and acknowledges that all services to be performed will be governed by this Agreement and that there is no guarantee of any assignment, minimum amount of professional services,compensation, or future work being given to the VENDOR. 3. Limited Term Extension: The CITY may, at its sole discretion and without further City Commission action, extend the term of this Agreement for an additional one-hundred and eighty (180) calendar days (the "limited term extension") by filing a written notice signed by the Vendor and the City's Purchasing Department. At no time shall this limited term extension extend more than one-hundred eighty (180) calendar days beyond the expiration date of this Agreement without further City Commission approval. The VENDOR will be reimbursed for these services at the rate in effect when this limited term extension clause was invoked by the CITY. 4. TIME OF PERFORMANCE I METHOD OF ORDERING SERVICES. 4.1. Services under this Agreement shall commence upon the CITY's written notice to the VENDOR through an executed Task Order. The VENDOR shall perform all Services and provide all work products required pursuant to this Agreement and the specific Task Order by the sequence of events, or unless the CITY grants an extension of time in writing. 4.2. Limitations. No Task Order issued under this Agreement will be valid if the estimated construction cost of the specific project or the study activity fee exceeds the amounts set forth in Section 287.055, Florida Statutes. 4.3. VENDOR shall complete each Task Order executed during the Term without regard to whether such completion would cause Services to be performed after the expiration date of this Agreement. Any Task Order for which performance extends beyond the Term may be amended after that expiration date, provided that any additional Services, time, and compensation are permitted under this Agreement. The terms and conditions of this Agreement shall continue to govern Task Orders notwithstanding the expiration of this Agreement. 5. PAYMENT. The VENDOR shall be paid by the CITY for completed work and for Services rendered as follows: a. Payment for the Services provided by VENDOR shall be made in accordance with the Fee Schedule as provided in Exhibit B attached hereto. b. Payment as provided in this section by the CITY shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment, and incidentals necessary to complete the Services. c. Compensation for vendor's sub-consultants will be negotiated based on each Task Order. Compensation will be through a direct mark-up in accordance with the Fee Schedule attached RFQ CW24-001 General Engineering Consulting Services A-11 hereto. Sub-consulting services shall be approved by the City's representative in writing prior to performance of the sub-consulting work. Consulting time for processing and management of the VENDOR's sub-consultant shall not be included in direct cost as the direct mark-up is applied for management efforts. d. The VENDOR may submit invoices to the CITY once per month during the progress of the Srevices for partial payment. Such invoices will be checked by the CITY, and upon approval thereof, payment will be made to the VENDOR in the amount approved. e. In certain cases where incremental billing for partially completed Services is permitted by the CITY's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f. Computation of Time Charges/Not-to-Exceed Method of Payment: When a service is to be compensated based on time charge/not-to-exceed method, the VENDOR shall submit a not- to-exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates,which shall not exceed the established hourly rates set forth in the Fee Schedule, plus any sub-consultant services and other related costs supporting the proposed Services. The CITY shall not be obligated to reimburse the VENDOR for costs incurred in excess of the total not-to-exceed cost amount. g. Final payment of any balance due to the VENDOR of the total Task Order price earned will be made promptly upon its ascertainment and verification by the CITY after the completion of the Services under this Agreement and its acceptance by the CITY. h. Final Invoice: In order for both parties herein to close their books and records, the VENDOR will clearly state"Final Invoice"on the VENDOR's final/last billing to the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, any other further charges, if not properly included on this invoice, are considered waived by the VENDOR. i. The VENDOR's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the CITY and State for a period of five (5) years after the termination of the Agreement. Copies shall be made available upon request. j. Hourly rates shall remain fixed and firm for the initial two (2) year period of this Agreement. Cost of subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes as determined by the City, have occurred in the industry, such increases shall not exceed 5% per year, or whichever is less, the latest yearly percentage increase in the All Urban Consumer Price Index (CPI-U) (National) as published by the Bureau of Labor Statistics, U.S. Department of Labor. The yearly increase or decrease in the CPI shall be based on the latest index published and available ninety (90) calendar days prior to the end of the Agreement year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) calendar days prior to the Agreement anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of this Agreement. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the VENDOR, a reasonable reduction in costs that reflect such changes in the industry. All rate increases above 2% must be approved by the City Commission on the recommendation of the Director of Financial Services. k. The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the CITY does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the CITY, the Agreement may be canceled by the CITY upon giving thirty (30) calendar days'written notice to the VENDOR. I. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes. RFQ CW24-001 General Engineering Consulting Services A-12 6. OWNERSHIP AND USE OF DOCUMENTS. Upon completion of any project / Task Order and final payment to VENDOR, all documents, drawings, specifications, and other materials produced by the VENDOR in connection with the services rendered under this Agreement shall be the property of the CITY whether the project for which they are made is executed or not. Notwithstanding the foregoing, the VENDOR shall maintain the rights to reuse standard details and other design copies, including reproducible copies, of drawings and specifications for information, reference, and use in connection with VENDOR's endeavors. Any use of the documents for purposes other than as originally intended by this Agreement, without the written consent of VENDOR, shall be at the CITY's sole risk and without liability to VENDOR and VENDOR's sub-consultants. 7. FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 8. WARRANTIES AND REPRESENTATIONS. VENDOR represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this Agreement and that it will retain and assign qualified professionals to all assigned projects during the term of this Agreement. VENDOR's Services shall meet or exceed the standard of care and skill ordinarily used by members of VENDOR's profession practicing under similar circumstances. In submitting its response to the RFQ, VENDOR has represented to CITY that certain individuals employed by VENDOR shall provide services to CITY pursuant to this Agreement. CITY has relied upon such representations. Therefore, VENDOR shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 9. COMPLIANCE WITH LAWS. VENDOR shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances, and regulations that are applicable to the services to be rendered under this Agreement. 10. INDEMNIFICATION. P The VENDOR shall indemnify and hold harmless CITY and its current, past, and future officers and employees from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys'fees, to the extent caused by the negligence, recklessness,or intentionally wrongful conduct of VENDOR or other persons employed or utilized by VENDOR in the performance of this Agreement. Neither party to this Agreement shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect, or consequential damages of any kind, including but not limited to lost profits or use that may result from this Agreement or out of the services or goods furnished hereunder. B. The parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or§768.28, Fla. Stat., as may be amended from time to time. PURSUANT TO FLORIDA STATUTE, NO INDIVIDUAL DESIGN PROFESSIONAL EMPLOYED BY OR ACTING AS AN AGENT OF VENDOR MAY BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM THE NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF THIS AGREEMENT 11 INSURANCE. A. During the performance of the services under this Agreement, VENDOR shall maintain the following insurance policies, and provide originals or certified copies of all policies to CITY's Risk Management Director. All policies shall be written by an insurance company authorized to do business in Florida. VENDOR shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any service pursuant to this Agreement: a. Worker's Compensation Insurance: The VENDOR shall procure and maintain for the life of this Agreement, Worker's Compensation Insurance covering all employees RFQ CW24-001 General Engineering Consulting Services A-13 with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any subcontractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton Beach, executed by the insurance company. b. Comprehensive General Liability: The VENDOR shall procure and maintain for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an"Occurrence" basis. Coverage shall include Premises and Operations; Independent consultants, Products-Completed Operations, and Contractual Liability with specific reference to Article 7, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury, or property damage that could arise directly or indirectly from the performance of this Agreement. VENDOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/and $1,000.000 per occurrence/aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty (30)calendar days prior written notice to the CITY. c. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of this Agreement, Business Automobile Liability Insurance. The VENDOR shall maintain a minimum amount of$1,000,000 combined single limit for bodily injury and property damage liability to protect the VENDOR from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non-owned automobile, included rented automobiles, whether such operations be by the VENDOR or by anyone directly or indirectly employed by the VENDOR. d. Professional Liability (Errors and Omissions) Insurance: The VENDOR shall procure and maintain for the life of this Agreement in the minimum amount of $1,000,000 per occurrence. e Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined appropriate by the CITY depending on the type of job and exposures contemplated. Coverage must follow the form of the General Liability, Auto Liability, and Employer's Liability. This coverage shall be maintained for a period of no less than the later of three (3) years after the delivery of goods/services or final payment pursuant to the Agreement. B. VENDOR shall provide the CITY with all Certificates of Insurance required under this section prior to beginning performance under this Agreement. Failure to maintain the required insurance will be considered a default of the Agreement. C. The CITY shall be named as an additional insured. The coverage shall contain no limitations on the scope of protection afforded to the CITY, its officers, officials, employees, or volunteers. A current valid insurance policy meeting the requirements herein identified shall be maintained during the duration of this Agreement, and shall be endorsed to state that coverage shall not be suspended, voided, or canceled by either party, reduced in coverage in limits except after thirty (30) calendar days prior written notice by either certified mail, return receipt requested, has been given to the CITY. D. The CITY reserves the right to reasonably require any additional insurance coverage or increased limits as determined necessary by the Risk Management Director. The CITY reserves the right to review, modify, reject, or accept any required policies of insurance, including limits, coverage, or endorsements throughout the term of the Agreement. 12. INDEPENDENT VENDOR/CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an independent vendor/contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither VENDOR nor any employee of VENDOR shall be entitled to any benefits accorded CITY employees by virtue of the services provided under this Agreement. The CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or for contributing RFQ Cw24-001 General Engineering Consulting Services A-14 to the state industrial insurance program, otherwise assuming the duties of an employer with respect to VENDOR, or any employee of VENDOR. 13. COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the VENDOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the VENDOR any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 14. TRUTH-IN-NEGOTIATION CERTIFICATE. A. Execution of this Agreement by the VENDOR shall act as the execution of a truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement is accurate, complete, and current as of the date of the Agreement and no higher than those charged the VENDOR's most favored customer for the same or substantially similar service. B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non-current wage rates or due to inaccurate representations of fees paid to outside VENDORs. The CITY shall exercise its rights under this"Certificate"within one(1) year following payment. 15. SUBCONTRACTING. A. VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY B. The CITY reserves the right to accept the use of a sub-consultant or to reject the selection of a particular sub-consultant and to inspect all facilities of any sub-consultant in order to make a determination as to the capability of the sub-consultant to perform properly under this Agreement. If the VENDOR uses any sub-consultants on this project, the following provisions of this Article shall apply: C. If a sub-consultant fails to perform or make progress, as required by this Agreement, and it is necessary to replace the sub-consultant to complete the Services in a timely fashion, the VENDOR shall promptly do so, subject to acceptance of the new sub-consultant by the CITY. The substitution of a sub-consultant shall not be adequate cause to excuse a delay in the performance of any portion of this Agreement as set forth in the Scope of Work or applicable Task Order. D. The VENDOR, its sub-consultants, agents, servants, or employees agree to be bound by the terms and conditions of this Agreement and its agreement with any sub-consultant for work to be performed for the CITY the VENDOR must incorporate the terms of this Agreement. 16. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 17. ASSIGNMENT. The VENDOR shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY. 18. NON-WAIVER.A waiver by either CITY or VENDOR of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. 19. TERMINATION. RFQ CW24-001 General Engineering Consulting Services A-15 A. Termination for Convenience. This Agreement may be terminated by the CITY for convenience, upon fourteen (14) calendar days of written notice by the terminating party to the other party for such termination in which event the VENDOR shall be paid its compensation for services performed to the termination date, including services reasonably related to termination. In the event that the VENDOR abandons the Agreement or causes it to be terminated, the VENDOR shall indemnify the CITY against loss pertaining to this termination. B. Termination for Cause. In addition to all other remedies available to CITY, this Agreement shall be subject to cancellation by CITY for cause, should VENDOR neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by VENDOR of written notice of such neglect or failure. 20. DISPUTES. A. Any and all legal action necessary to enforce the terms of this Agreement shall be governed by the laws of the State of Florida. Any legal action arising from the terms of this Agreement shall be submitted to a court of competent jurisdiction exclusively located in Palm Beach County. B. Correction of Work. If, in the judgment of CITY,work provided by VENDOR does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, CITY reserves the right to require that VENDOR correct all deficiencies in the work to bring the work into conformance without additional cost to CITY, and/or replace any personnel who fail to perform in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-conformance and the quality of workmanship. C. Remedies in Default. In case of default by VENDOR, CITY shall notify VENDOR, in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct VENDOR to comply with all provisions of the Agreement. If the abandonment,delay, refusal,failure, neglect, or default is not cured within seven (7) calendar days of when notice was sent by CITY, CITY may declare a default of the Agreement and notify VENDOR of such declaration of default and terminate the Agreement. a. Upon such declaration of default, all payments remaining due VENDOR at the time of default, less all sums due CITY for damages suffered or expenses incurred by reason of default, shall be due and payable to VENDOR. b. CITY may complete the Agreement, or any part thereof, either by day labor, use of a subcontractor, or by re-letting a contract for the same, and procure the equipment and the facilities necessary for the completion of the Agreement, and charge the cost of same to VENDOR together with the costs incident thereto to such default. c. In the event CITY completes the Agreement at a lesser cost than would have been payable to VENDOR under this Agreement, if the same had been fulfilled by VENDOR, CITY shall retain such differences. Should such cost to CITY be greater, VENDOR shall pay the amount of such excess to the CITY. d. Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the Agreement at any time,whenever the service provided by VENDOR fails to meet reasonable standards of the trade after CITY gives written notice to the VENDOR of the deficiencies as set forth in the written notice within thirty (30) calendar days of the receipt by VENDOR of such notice from CITY. 21. UNCONTROLLABLE FORCES. 21.1 Neither the CITY nor VENDOR shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, RFQ CW24-001 General Engineering Consulting Services A-16 earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 21.2 Neither party shall, however, be excused from performance if non-performance is due to forces, which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. CITY PROVIDED INFORMATION AND SERVICES. 22.1 CITY shall furnish VENDOR available studies, reports, and other data pertinent to VENDOR'S services; obtain or authorize VENDOR to obtain or provide additional reports and data as required; furnish to VENDOR services of others required for the performance of VENDOR's Services hereunder, and VENDOR shall be entitled to use and rely upon all such information and services provided by CITY or others in performing VENDOR's Services under this Agreement. 23. ESTIMATES AND PROJECTIONS. 23.1 In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, VENDOR has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs; competitive bidding procedures and market conditions; time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, VENDOR makes no warranty that CITY's actual project costs, financial aspects, economic feasibility, or schedules will not vary from VENDOR's opinions, analyses, projections, or estimates. 24. THIRD PARTIES. 24.1 The services to be performed by VENDOR are intended solely for the benefit of CITY. No person or entity not a signatory to this Agreement shall be entitled to rely on VENDOR's performance of its services hereunder, and no right to assert a claim against VENDOR by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of VENDOR's services hereunder. 25. NOTICES. Notices to the CITY shall be sent to the following address: Daniel Dugger, City Manager City of Boynton Beach 100 E. Ocean Avenue I Boynton Beach, FL 33435 Telephone No. (561) 742-6000 Notices to VENDOR shall be sent to the following address: ATTN: Eric Regueiro Kimley-Horn and Associates, Inc. Address: 1920 Wekiva Way West Palm Beach, FL 33411 _ Phone: 561-840-0214 _ Email: eric.regueiro@kimlcy-horn.com 26. INTEGRATED AGREEMENT. This Agreement, together with RFQ and any addenda and/or attachments, represents the entire and integrated Agreement between the CITY and the VENDOR and supersedes all RFQ CW24-001 General Engineering Consulting Services A_17 prior negotiations, representations, or agreements, written or oral. This Agreement may be amended only by written instrument signed by both CITY and VENDOR. 27. PUBLIC RECORDS. The CITY is a public agency subject to Chapter 119, Florida Statutes. The VENDOR shall comply with Florida's Public Records Law. Specifically, the VENDOR shall: A. Keep and maintain public records required by the CITY to perform the service; B 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 Chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and, following completion of the Agreement, VENDOR shall maintain in a secured manner all copies of such confidential and exempt records remaining in its possession once the VENDOR transfers the records in its possession to the CITY; and D. Upon completion of the Agreement, VENDOR shall transfer to the CITY, at no cost to the CITY, all public records in VENDOR's possession. All records stored electronically by VENDOR 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 VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 TELEPHONE: 561-742-6060 CityClerk(aJbbfl.us 28. E-VERIFY. 28.1 VENDOR certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. Definitions for this Section: A. "Contractor, Vendor, Proposer, Consultant" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. B. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for a salary, wages, or other remuneration. C. "E-Verify system" means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. RFQ CW24-001 General Engineering Consulting Services A_18 28.1.2 Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E- Verify System in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: A. All persons employed by a Contractor to perform employment duties within Florida during the term of the Agreement; B All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and C By entering into this Agreement, the Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. 28.1.3 Contract Termination. If the City has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09 (1), Fla. Stat., the contract shall be terminated 29 SCRUTINIZED COMPANIES 287.135 and 215.473. By execution of this Agreement, VENDOR certifies that VENDOR is not participating in a boycott of Israel. VENDOR further certifies that VENDOR is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has VENDOR been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The CITY shall provide notice, in writing, to VENDOR of the CITY's determination concerning the false certification. VENDOR shall have five(5) calendar days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, VENDOR shall have ninety (90) calendar days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If VENDOR does not demonstrate that the CITY's determination of false certification was made in error then the CITY shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 30. SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign immunity by the CITY or as a waiver of limits of liability or rights the CITY may have under the doctrine of sovereign immunity or under Section 768.28, Florida Statutes. 31. CONFLICTS. If there is a conflict or inconsistency between any term, statement, requirement, or provision of this Agreement, Exhibits, any Task Order, VENDOR's Proposal, or other documents incorporated into this Agreement, such conflict shall be resolved pursuant to the following order of precedence (1) this Agreement, (2) any Task Order, (3) the RFQ, and (4) VENDOR's Proposal. 32. COMPLIANCE WITH STATE ENERGY POLICY AND CONSERVATION ACT. VENDOR shall comply with all mandatory standards and policies relating to energy efficiency contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Pub. L. 94-163, 89 Stat. 871). 33. DOMESTIC PREFERENCE FOR PROCUREMENTS. As appropriate and to the extent consistent with law, the VENDOR should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items RFQ CW24-001 General Engineering Consulting Services A-19 and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. 34. LICENSE AND DELIVERY OF WORKS SUBJECT TO COPYRIGHT AND DATA RIGHTS. If applicable, the VENDOR grants to CITY, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this Agreement, VENDOR will identify such data and grant to the CITY or acquire on its behalf a license of the same scope as for data first produced in the performance of this contract. Data, as used herein, shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this Agreement, VENDOR will deliver to the VENDOR data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this Agreement in formats acceptable by VENDOR 35. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or any subcontractor will have access to an individual's personal identifying information under this Agreement. VENDOR represents and certifies: (i) VENDOR is not owned by the government of a foreign country of concern; (ii) the government of a foreign country of concern does not have a controlling interest in VENDOR; and (iii) VENDOR is not organized under the laws of and does not have its principal place of business in, a foreign country of concern. Prior to VENDOR and any subcontractor having access to personal identifying information pursuant to this Agreement, VENDOR and any subcontractor shall submit to City executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes. Compliance with the requirements of this section is included in the requirements of a proper invoice. Terms used in this section that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes. 36. ANTI-HUMAN TRAFFICKING, On or before the Effective Date of this Agreement, VENDOR shall provide CITY with an affidavit attesting that the VENDOR does not use coercion for labor or services, in accordance with Section 787.06(13), Florida Statutes. 37. COUNTRIES OF CONCERN. VENDOR represents that it is, and for the duration of the Term will remain, in compliance with Section 286.101, Florida Statutes. 38. DULY LICENSED. VENDOR represents that it is duly licensed in Florida to perform the Services under this Agreement and that it will continue to maintain all licenses and approvals required to conduct its business. SIGNATURE PAGE FOLLOWS RFQ CW24-001 General Engineering Consulting Services A-20 "This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes." IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be considered an original on the following dates: DATED this /9iay of &JtAioni be,- , 20X-1. CITY OF BOYNTON ACH Ki0'1IZil-Nom flslocfa1-S, - -vic Jr AlFAIP m z, Ty '- e •-, ay. (Authorize (ficial Name), (Vendor) # 4 1{4, Print Name of Authorized Official l/ILL 4(J/24f Title ,•'PNp,ASS pCiy', �� 1 o�..•' Q 0 Rq� <J, : � SOY N TO x`I (Corporate Seal)3 ? r-, cc ". 1. y i O�G0P0Rq• . 1 >-c = C7 i TF• F1, lam: SEAL f SEAL' 1• .''\ 1: 11..././ $ : INCORPORATED; �0 Attest/Authenticated: `w...,�., \ '•.,• 1920 ;1 : Ns'*••,,,,r„Mc --77 % ````gowpP r' Witn - ,.. ..� GRIL. 0.e7r1.)e lep Print Name I Approved as to Form: ' .NAa j o��c 6 Shawna G. Lamb, Office of the City Attorney Att:st/A they .ate. ll Maylee :esus, City Cle RFQ CW24-001 General Engineering Consulting Services A-21 EXHIBIT A Form of Task Order CITY OF BOYNTON BEACH General Engineering Consulting Services Task Order Task Order No. Consultant: 1. Task/Project. (Insert title and brief description) 2. Detailed Scope of Professional Services. A detailed scope of services under this Task Order, in accordance with the phases of service detailed in the Agreement, is attached as Exhibit 3. Deliverables and Schedule. For study/design related services: Consultant shall deliver to the City the deliverables specified at the time indicated on the attached Exhibit For project administration services: Consultant shall provide project/construction administration services in accordance with the Agreement and project schedule. 4. Compensation. The total estimated construction costs of the Project or the cost of the study or report for this Task Order may not exceed the amounts set forth in Section 287.055, Florida Statutes. The total Fee to be paid to the Consultant under this Task Order shall not exceed , based on the hourly rates currently in effect under the Agreement. A detailed fee schedule is attached as Exhibit The payment schedule (based on deliverables) is attached as Exhibit 5. Agreement Reference. This Task Order shall be performed under the terms and conditions described within the General Engineering Consulting Services Agreement, dated , 20 , by and between the City of Boynton Beach and ("Consultant"), Contract No. 6. Insurance. Consultant shall maintain insurance coverages in accordance with the Agreement and hereby confirms that Certificate(s) of Insurance evidencing current policies meeting the requirements of the Agreement are on file with the City as of the date of this Task Order. 7. Exhibits. All attached Exhibits are incorporated fully into this Task Order and the Agreement. RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A 8. Notice to Proceed (Task Order Form and Purchase Order). El If checked, Consultant's receipt of a fully-executed copy of this Task Order and Purchase Order (PO) shall serve as the Notice to Proceed under this Task Order, effective as of the date the fully-executed Task Order was emailed to the Consultant. ❑ If checked, Consultant shall commence Services under this Task Order as specified in a forthcoming Purchase Order (PO) and Notice to Proceed. CONSULTANT: CITY OF BOYNTON BEACH By: By: Daniel Dugger, City Manager Print Name: Date: , 20_ Date: , 20_ City Attorney's Office Approved as to form and legality By: RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A Kimley>>>Horn City of Boynton Beach CW24-001 General Engineering Consulting Services Kimley-Horn and Associates, Inc. Billing Rates Classification Rate Analyst I $160.00 Analyst II $200.00 Professional I $245.00 Professional II $290.00 Senior Professional I $310.00 Senior Professional II $350.00 Senior Technical Support Staff $255.00 Support Staff $140.00 Technical Support Staff $160.00 Effective November 18, 2024—November 17,2026. Subject to annual adjustment thereafter. Sub-Consultants will be billed per the Contract. October 23,2024 EBROWN 8z PHILLIPS, Inc. PROFESSIONAL SURVEYING SERVICES HOURLY RATE SCHEDULE TO BE EFFECTIVE FOR FISCAL YEAR NOVEMBER 18,2024 THROUGH NOVEMBER 17, 2026 A) FIELD PERSONNEL 3 Man Survey Crew $ 200.00 Survey Crew $ 150.00 B) OFFICE PERSONNEL Principal Surveyor $ 250.00 Professional Land Surveyor $ 165.00 Survey Technician $ 115.00 CADD Technician $ 105.00 Expert Witness $ 500.00 C) REIMBURSABLE EXPENSES • All Terrain Vehicles(airboat, swamp buggy with operator, etc.) • Equipment for clearing, when required • Plats and maps from Courthouse • Aerial Photogrammetry • Soils testing • Mylars for as-builts • Abstracts of Title Searches of public records All rates are on a portal-to-portal basis. Invoicing is based on work-in-progress or section complete basis. We are recognized by the State of Florida Board of Land Surveys and have registered under the provisions of Chapter 472. All services will be in accord with the standards set forth by the Florida Board of Land Surveyors. Our firm carries Professional Liability, Errors and Omissions Insurance and Workers' Compensation. Certificates of Insurance are available upon request. M:\PROPOSAIS\BY COMPANY\KIMLEY HORN\Boynton Beach,City of\B&P Rata-Boynton Beach On-Call Contract.& WALTERS w A ZACKRIA ARCHITECTS CITY OF BOYNTON BEACH WALTERS ZACKRIA ASSOCIATES, PLLC ARCHITECTURAL/ENGINEERING SERVICES HOURLY RATE SCHEDULE 2024-2026 HOURLY TITLE RATE Principal Architect $ 325.00 Registered Architect $ 250.00 Project Manager 1 $ 220.00 Project Manager 2 $ 185.00 Project Manager 3/Site Inspector $ 155.00 Cad Operator Level 1 $ 135.00 Administrative $ 120.00 Rates are effective from 10-1-24 to 12-31-26. Rates are subject to increase after the effective period. Hourly rates may be adjusted annually after the first full year of this AGREEMENT. In no instance may any adjustment exceed 5% in any one year. 5813 N.Andrew Way,Fort Lauderdale,Florida 33309 Florida Registration: AR91520 Phone:954-522-4123 Fax:954-522-4128 1 admin@wza-architects.com ATTACHMENT "A" City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts, leases,and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as "Certificate Holder" and "The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+" or higher. (NOTE:An insurance contract or binder may be accepted as proof of insurance if a Certificate is provided upon selection of vendor.) Thefollowing is a list of types of insurance required of contractors, lessees, etc., and the limits required by the City: (NOTE: This list is not all inclusive, and the City reserves the right to require additional types of insurance, or to raise orlower the stated limits, based upon identified risk.) TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners & Contractor's Protective (OCP) Personal &Adv. Injury $ 1,000,000.00 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage (any one fire) $ 50,000.00 Broad Form Vendors Med. Expense (any one person) $ 5,000.00 Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability Professional Liability Aggregate $ 1,000,000.00 Automobile Liability Combined Single Limit $1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease, Policy Limit $ 1,000,000.00 Disease Each Employe, $ 1,000,000.00 Property: Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other-As Risk Identified to be determined INSURANCE ADVISORY FORM RFQ CW24-001 General Engineering Consulting Services Insurance Advisory ATTACHMENT "B" Y O,, . u N O TO *- AFFIDAVIT OF COMPLIANCE WITH FOREIGN ENTITY LAWS The undersigned, on behalf of the entity listed below("Entity"), hereby attests under penalty of perjury as follows: 1. Entity is not owned by the government of a foreign country of concern as defined in Section 287.138, Florida Statutes. (Source: § 287.138(2)(a), Florida Statutes) 2. The government of a foreign country of concern does not have a controlling interest in Entity. (Source: §287.138(2)(b), Florida Statutes) 3. Entity is not organized under the laws of, and does not have a principal place of business in, a foreign country of concern. (Source: § 287.138(2)(c), Florida Statutes) 4. The undersigned is authorized to execute this affidavit on behalf of Entity. Date: v C•I-obeY Z I , 202\ Signed: Entity: Kiw\\et, OYr ASSOCiCt'kl thC• Name: J,, ���a„. Title: Vice- ,/e›1,1,4-r. STATE OF Rol do, COUNTY OF71krv\ �Q�( The foregoing instrument was acknowledged before me, by means of 6Yphysical presence or❑ online notarization, this 21 day of ()cif)19 e r- , 20,2_V, by \j- SOk-t as \Acs. Pr'cSidt,+\,'t for , who is personally known to me or who has produced as identification. Notary Public Signature: Wriftv,14' yoitra af.l-,,nrrrinraf 1 nrgn f iroal} Aoki FPrPp'• Print Name: Lori LORID'AMICO ii,� : MY COMMISSION#HH 496159 ° EXPIRES:March 16,2028 My commission expires: 3dWa Affidavit of Compliance with Foreign Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Consulting Services Affidavit of Compliance with Foreign Entity Laws ~TON AFFIDAVIT OF COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS In accordance with section 787.06 (13), Florida Statutes, the undersigned, on behalf of the entity listed below ("Entity"), hereby attests under penalty of perjury that: Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking." Date: 00k0h•er 21 , 20 2t1 Signed: �(•v Entity:Ki mlo -HDrv\and A-CCOC 4.4'Name: J�,c��r,n QLC� Title: Vice. Pr}1.44r STATE OF 'Flo rtdLOAI COUNTY OF Palen ( C k The foregoing instrument was acknowledged befQree me, by means of ® physical presence or ❑ onlir eo 2 - notarization, this �I day of t tt/ , by, ,S.();1 � - \C.1Z Pres i(�l Q.�l�- for Y_.lrY‘t-u0Y✓1 P� cc [O- f, who is personally known to me or who has produced f111 as --ItirEaltair a Notary Public SignatureL41 L fr - Stat at,:#A ida at LargRaal)o Lor "J' [p , , Print Name: I '^`:o MY COMMISSION#HH 496159 ;.E....•oe;• EXPIRES:March 16,2028 My commission expires: 3//0-- Affidavit of Compliance with Anti-Human Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Services Affidavit of Compliance with Anti-Human Trafficking Laws Y OR } r L V f 47.0N O GENERAL ENGINEERING CONSULTING SERVICES AGREEMENT This Agreement ("Agreement"), is entered into between the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida,with a business address of 100 East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as "CITY", and Keith and Associates, Inc. dba KEITH a [type of entity: corporation] authorized to do business in the State of Florida, with a business address of 701 Northpoint Parkway, Suite 218 West Palm Beach, FL 33407 hereinafter referred to as "VENDOR". In consideration of the mutual benefits, terms, and conditions hereinafter specified, the Parties agree as set forth below. WHEREAS, the CITY solicited proposals for a non-exclusive agreement to perform General Engineering Consulting Services, and WHEREAS, the CITY issued a Request for Qualification for General Engineering Consulting Services; and WHEREAS, RFQ No. CW24-001 defined Scope of Services for General Engineering Consulting Services; and WHEREAS, the CITY determined that VENDOR was qualified for appointment to perform the scope of services set forth in RFQ No. CW24-001; and WHEREAS, the CITY Commission on July 16, 2024, determined that VENDOR was qualified for appointment to perform the scope of services set forth in the Request For Qualifications RFQ No. CW24-001; and NOW,THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows: 1. SERVICES AND RESPONSIBILITIES. 1.1 VENDOR hereby agrees to perform the General Engineering Consulting Services, by way of individual Task Orders, at the request of the CITY during the term of this Agreement as more particularly described in the Request for Qualifications RFQ No. CW24-001 for General Engineering Consulting Services, which is incorporated herein by reference. The specific projects that may be assigned to the VENDOR are in conjunction with the specific ® box next to the Scope Category: EScope Category A Water Plant Modifications, Capacity and Operations Evaluation ❑Scope Category B Infrastructure Improvements and Evaluations ❑Scope Category C Ancillary Studies and Services ❑Scope Category D Transportation Services ❑Scope Category E Architectural Services ❑Scope Category F Hydrogeological Services ❑Scope Category G Green Infrastructure, Sustainability, and Resiliency Services ❑Scope Category H Geotechnical Services ®Scope Category J Civil Land Development Services ®Scope Category K Recreation and Parks Services RFQ CW24-001 General Engineering Consulting Services A-1 1.2 The VENDOR agrees to perform work assigned by Task Order(s) (the"Services") under such terms as set forth in the Task Order(s). The Task Order Form is attached hereto as Exhibit A. The terms of the Task Order(s) shall be supplemental to the terms of this Agreement. 1.3 VENDOR shall furnish all services, labor, equipment, supplies, and materials necessary and as may be required in the performance of this Agreement, except as otherwise specifically provided for herein, and all Services performed under this Agreement shall be done in a professional manner. 1.4 VENDOR assumes professional and technical responsibility for performance of its services to be provided hereunder in accordance with recognized professional and ethical guidelines established by their profession. If within one year following completion of its services, such services fail to meet the aforesaid standards, and the CITY promptly advises VENDOR thereof in writing, VENDOR agrees to re-perform such deficient services without charge to the CITY. 1.5 The relationship between CITY and VENDOR created hereunder and the services to be provided by VENDOR pursuant to this Agreement are non-exclusive. CITY shall be free to pursue and engage similar relationships with other VENDORS to perform the same or similar services performed by VENDOR hereunder, so long as no other consultant shall be engaged to perform the specific project(s)assigned to VENDOR while VENDOR is so engaged without first terminating such assignment. VENDOR shall be free to pursue relationships with other parties to perform the same or similar services, whether or not such relationships are for services to be performed within the CITY, so long as no such relationship shall result in a conflict of interest, ethical or otherwise, with the CITY's interests in the services provided by VENDOR hereunder. 1.6 The VENDOR is responsible for defects in its work and in the work of its Sub consultants'. 1.7 PRELIMINARY SERVICES PHASE: The VENDOR shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The VENDOR shall attend meetings with the CITY Commission and CITY staff as may be required, and provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents. 1.7.1 During the preliminary services phase, the VENDOR shall advise the CITY, based on VENDOR'S professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project;VENDOR to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY'S needs for surveys; perform site evaluations and comparative studies of prospective site and solutions; and prepare and furnish a report to the City setting forth the VENDOR'S findings and recommendations. 1.7.2 Preliminary design services to be performed by the VENDOR shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 1.7.3 VENDOR shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed project; and/or 1.7.4 Upon authorization of the CITY, the VENDOR will provide advice and assistance relating to operation and maintenance of project or other systems;evaluate and report RFQ CW24-001 General Engineering Consulting Services A-2 on operations; assist the CITY in matters relating to regulatory agency operations review or operating permit non-compliance; assist with startup and operator training for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project. 1.8 BASIC SERVICES: The VENDOR shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY. 1.9 FINAL DESIGN SERVICES shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits, and landfill permits. 1.9.1 The VENDOR based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule, or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical,and electrical systems,and any other requirements or systems, materials and such other elements as may be appropriate for a complete project. The VENDOR shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1.9.2 The VENDOR based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY. The Construction Documents shall consist of drawings and specifications setting forth in detail the requirements for the construction of the project. 1.9.3 The VENDOR shall assist the CITY in the preparation of the necessary proposal information and forms. 1.9.4 The VENDOR shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1.9.5 The VENDOR shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1.9.6 VENDOR shall include in the Construction Documents a requirement that the construction contractor shall provide a final as-built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked-up construction drawings to the VENDOR so that the VENDOR can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1.9.7 Prior to final approval of the Construction Documents by the CITY,the VENDOR shall conduct a thorough review and quality control evaluation of the entire work product for compliance with the requirements of any local, state,or federal agency from which a permit or other approval is required. The VENDOR shall make sure that all necessary approvals have taken place. RFQ CW24-001 General Engineering Consulting Services A-3 1.9.8 Prior to each phased submittal, the VENDOR shall conduct a thorough quality control review and assessment of the work product to determine whether the work is properly coordinated and confirm that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The VENDOR shall provide to the CITY a Quality Assurance and Quality Control plan in a format that advises the CITY that all work has been performed as required. A report shall be submitted in accordance with those standards to apprise the CITY that due care has been taken in the preparation of the Contract Documents. 1.9.9 The VENDOR shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable. The VENDOR shall comply with all of its governing laws, rules, regulations, codes, directives, and other applicable federal, state, and local requirements in preparation of the work. 1.10 The VENDOR shall provide the construction documents, technical specifications, and drawings completed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 1.11 The VENDOR, following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost, shall, when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals and assist in preparing contracts for construction. 1.11.1 The VENDOR shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY'S Procurement Administrative Policy Manual. 1.11.2 Any Opinion of the Construction Cost prepared by VENDOR represents its judgment as a design professional and is supplied for the general guidance of the CITY. Since VENDOR has no control over market conditions, VENDOR does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to the CITY. If the project is not advertised for proposals within three (3) months after delivery of Final Design Plans,through no fault of the VENDOR or if either local market conditions or industry-wide prices have changed because of unusual or unanticipated events affecting the general level of prices or times of delivery in the construction industry, the established Construction Cost limit may be adjusted as determined by the CITY'S Representative and as approved by the CITY, if necessary. Additionally, if the CITY expands a project scope of work after the VENDOR renders the Final estimated probable Construction Cost of the Final Design Plans, the VENDOR shall not be responsible for any redesign without compensation, which shall be mutually agreed to by the parties hereto. 1.11.3 The VENDOR shall provide the CITY with a list of recommended prospective bidders. 1.11.4 The VENDOR shall attend all pre-proposal/per-bid conferences. 1.11.5 The VENDOR shall recommend any addenda, through the CITY'S representative as appropriate, to clarify, correct, or change proposal documents. 1.11.6 If Pre-Qualification of bidders is required as set forth in the Request for Proposals, Request for Qualifications or Invitation to Bid (two-step bid process), VENDOR shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.11.7 If requested, VENDOR shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY. 1.12 The CITY shall make decision on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the work after RFQ CW24-001 General Engineering Consulting Services A-4 receiving a recommendation from the VENDOR. The VENDOR shall check schedules, shop drawings and other submissions for the limited purpose of checking conformance with the concept of the project, and for compliance with the information given by the Construction Documents. The VENDOR shall also review change orders prepared and submitted by Contractor and review and make recommendations to the City for progress payments to the Contractor based on each project schedule of values and the percentage of work completed. The VENDOR will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the construction of the assigned task order projects. 1.12.1 The CITY shall maintain a record of all change orders, which shall be categorized to the various types, causes. etc. that may be determined useful and necessary for its purpose. 1.12.2 If the VENDOR is not the Construction Manager for the construction, the CITY shall notify the VENDOR within three (3) business days of the discovery of any architectural/engineering error or omission so that the VENDOR can be part of the negotiations resolving the claim between the CITY and the Contractor. 1.13 The VENDOR shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination, when the schedule of values is found to be appropriate, the VENDOR shall sign the schedule of values indicated in the belief that the schedule of values constitutes a reasonable, balanced basis for payment of the Application for Payment to the Contractor. 1.14 The VENDOR shall perform on-site construction observation of each project based on the Construction Documents in accordance with paragraph 1.19 "Resident Project Services" of this Agreement. The VENDOR observation shall determine the progress of the work completed, and whether the work is proceeding in a manner indicating that the work when fully competed will be in accordance with the Construction Documents. On the basis of site visits, the VENDOR will provide the CITY with a written report of each site visit in order to reasonably inform the CITY of the progress of the portion of the work completed. The VENDOR shall endeavor to identify for the CITY any defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. The VENDOR shall not have control over or charge of, or responsibility for the construction means, methods, techniques, sequences or procedures. or for safety precautions and programs in connection with the work, nor shall the VENDOR be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The VENDOR shall not have control over or charge of,and shall not be responsible for,acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. Based on such observation and the Contractor's Application for Payment, the VENDOR shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated. By issuing a Certificate of Payment, the VENDOR will also represent to the CITY that to the best of its information and belief, based on what its observation has revealed, the work is in accordance with the Construction Documents. The VENDOR shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1.15 The VENDOR shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings, and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY'S version of AutoCad formats for archival purposes. RFQ CW24-001 General Engineering Consulting Services A-5 1.16 The VENDOR shall attend regularly scheduled progress meetings on site bi-monthly or as otherwise determined based on a specific need established prior to construction by the CITY. 1.17 The VENDOR shall review change orders prepared and submitted by the Contractor for the CITY'S approval. VENDOR shall not authorize any changes in the work or time, no matter how minor, without prior written approval by the CITY. 1.18 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by VENDOR, which shall be timely completed by Contractor to the satisfaction of the CITY, written notification to Contractor by VENDOR that all releases of liens are satisfied, and written recommendation by VENDOR for final payment to the Contractor which shall be at the sole discretion of the CITY. 1.19 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the VENDOR will, if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ("Resident Project Representative") of the VENDOR. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project Representative will endeavor to identify for the CITY any defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but are not limited to the following: a. Conducting all pre-construction conferences; b. Conducting all necessary construction progress meetings; c. Observation of the work in progress to the extent authorized by the CITY; d. Receipt, review coordination, and disbursement of shop drawings and other submittals; e. Maintenance and preparation of progress reports; f. Field observation and verification of quantities of equipment and materials installed; g. Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; h. Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project-related documents, and at the completion of each project, deliver all such records to the CITY; i. Preparation, update, and distribution of a project budget with each project schedule; j. Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; k. Scheduling and conducting monthly progress meetings at which CITY, Engineer, general contractor, trade contractor, utilities representatives, and suppliers can jointly discuss such matters as procedures, progress, problems, and scheduling. I. Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and/or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; m. Development and implementation of a system for the preparation, review, and processing of change orders; n. Maintenance of a daily log of each project; o. Recording the progress of each project, and submission of written monthly progress reports to the CITY, including information on the Contractors'work and the percentage of completion; p. Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; and q. Securing and transmitting to the CITY, required guarantees; affidavits; releases; key manuals; record drawings; and maintenance stocks; The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the VENDOR or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided, however, that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the VENDOR. The Resident Project Representative shall not have control over or charge of,or responsibility for the construction means, methods, RFQ CW24-001 General Engineering Consulting Services A-6 techniques, sequences, or procedures, or for safety precautions and programs in connection with the work, nor shall the Resident Project Representative be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The Resident Project Representative shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the work. Although VENDOR shall not be responsible for health or safety programs or precautions related to CITY"s activities or those of CITY's other contractors and consultants or their respective subcontractors and vendors ("Contractors"), VENDOR shall nonetheless report to the Resident Project Representative health and safety conditions or deficiencies observed by VENDOR'S employees or representatives. VENDOR shall not be responsible for CITY's pre- existing site conditions or the aggravation of those preexisting site conditions to the extent not caused by the negligence or willful misconduct of VENDOR. VENDOR shall not be responsible for inspecting, observing, or correcting health or safety conditions or deficiencies of CITY, Contractors, or others at the project site ("Project Site") other than for VENDOR's employees, sub-consultants, and vendors. 1.20 ADDITIONAL SERVICES 1.20.1 When additional services are necessary, they shall be specified in the written Task Order. Examples of additional non-exclusive services are: a. Preparation of applications and supporting documents for private or governmental grants, loans, or advances in connection with any particular project. b. Services to make measured drawings of or to investigate existing conditions or facilities or to verify the accuracy of drawings or other information furnished by or to the CITY. c. Services resulting from significant changes in the general scope, extent, or character of any particular project or its design, including but not limited to changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the VENDOR'S control. d. Providing renderings or models for the CITY's use. e. Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out-of-sequence work. f. Investigations and studies involving but not limited to, detailed considerations of operations, maintenance, and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies; cash flow and economic evaluations, rate schedules, and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY. g. Assistance in connection with Proposal/proposal protests, re-bidding or re- negotiating contracts for construction, materials, equipment, or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the VENDOR (e.g. defective plans and/or specifications which inhibit contractors from submitting proposals)in which event there shall be no additional cost for the provision of such services. h. Preparing to serve or serving as a VENDOR or witness for the CITY in any litigation, arbitration, or other legal or administrative proceeding. RFQ CW24-001 General Engineering Consulting Services A-7 i. Additional services in connection with a project not otherwise provided for in this Agreement. j. Services in connection with a field order or change order requested by the CITY. k. Providing artwork, models, or renderings as requested by the CITY. 1.21 When required by the Construction Contract documents in circumstances beyond the VENDOR'S control, and upon the CITY'S authorization, it will furnish the following additional services. a. Services in connection with work changes necessitated by unforeseen conditions encountered during construction. b. Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the VENDOR. c. Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3)acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the VENDOR or if the VENDOR fails to notify the Contractor of the deficient quality of their workmanship pursuant to VENDOR'S duties as described in the Contract Documents, the VENDOR's additional services shall be deemed part of Basic Services and compensated as such. d. Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. e. Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and/or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. f. Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the VENDOR in which case such services shall be deemed Basic Services. Except when caused by a design error by the VENDOR, the cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. 1.22 CITY'S RESPONSIBILITIES 1.22.1 The CITY shall do the following in a timely manner so as not to delay the services of the VENDOR: 1.22.2 Designate in writing a person or persons to act as the CITY's representative with respect to the services to be rendered under this Agreement. Such person(s) shall have complete authority to transmit instructions and receive information with respect to the VENDOR'S services for a particular project. The CITY may have multiple CITY Representative(s) or project managers during the performance of this Agreement based on the specific Task Orders from each of the Scope Categories. 1.22.3 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. RFC CW24-001 General Engineering Consulting Services A-8 1.22.4 Assist the VENDOR by providing, at the VENDOR's request, all available information pertinent to the Project, including previous reports and any other data relative to the design or construction of the project. 1.22.5 Furnish to the VENDOR, if required for the performance of VENDOR's services (except where otherwise furnished by the VENDOR as Additional Services), the following: 1.22.6 Data prepared by, or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests, and inspection of samples, materials, and equipment; 1.22.6.1 Appropriate professional interpretations of all of the foregoing; 1.22.6.2 Environmental assessment and impact statements; 1.22.6.3 Property, boundary, easement, right-of-way, topographic and utility surveys; 1.22.6.4 Property descriptions; 1.22.6.5 Zoning, deed, and other land use restrictions; 1.22.6.6 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the VENDOR; and 1.22.6.7 Arrange for access to make all provisions for the VENDOR to enter upon the CITY's property as required for the VENDOR to perform services under this Agreement. 1.22.6.8 Consistent with the professional standard of care and unless otherwise specifically provided herein, VENDOR shall be entitled to rely upon the accuracy of data and information provided by the CITY or others without independent review or evaluation. 1.23 SEQUENCE OF EVENTS 1.23.1 Following receipt of any Task Order, the VENDOR shall submit to the CITY, at least five (5) business days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations. 1.23.2 Task Orders will be issued to the VENDOR in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non-performance by VENDOR pursuant to this Agreement. 1.23.3 In accordance with the CITY's Purchasing Policy Manual, proposals received by the VENDOR as a result of a Task Order that exceeds the Procurement threshold amount, will require approval from CITY Commission before the execution of services. 1.23.4 When the CITY issues Task Orders to the VENDOR, each authorization shall contain a stated completion schedule. If caused by the negligent errors or omissions of VENDOR, failure of the VENDOR to meet the stated schedule shall constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. 1.23.5 It is anticipated and intended that the VENDOR will be authorized to begin new Task Order(s) on a "rolling" basis, as some already assigned Task Orders near timely RFQ CW24-001 General Engineering Consulting Services A-9 completion. If a subsequent Task Order is issued to the VENDOR before it has completed the current Task Order, the completion date for each Task Order will remain independent of each other so that the VENDOR will prioritize the uncompleted Task Order from the first Task Order and finish as soon as practical. Failure to complete the"older"Task Orders in a timely manner may adversely impact continued early authorization to start subsequent work. 1.23.6 When the VENDOR has exceeded the stated completion date, including any extension for extenuating circumstances, which may have been granted, a written notice of Default will be issued within seven (7) calendar days of the date that the default became active with a requirement of seven (7) calendar days to cure said default, to the VENDOR and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured. 1.23.7 Should the VENDOR exceed the assigned completion time, the CITY reserves the right not to issue to the VENDOR any further Task Order(s) until such time as it is no longer in default and the VENDOR has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent Task Orders. This restricted issuance provision may result in the VENDOR not being issued all of the planned work the CITY anticipated in this Agreement. The VENDOR shall have no right to the balance of any work or to any compensation associated with these non-issued Task Orders due to the VENDOR being rendered in default. 1.23.8 Should the VENDOR remain in default for a period of fifteen (15)consecutive calendar days beyond the time frame provided in Paragraph 1.23.6, the CITY may at its sole option retain another VENDOR to perform any Services arising out of this Agreement and/or terminate this Agreement. 1.24 DEFINITION OF DEFAULT 1.24.1 An event of default shall mean a material breach of this Agreement. Without limiting the generality of the foregoing and in addition to those instances referred to as a material breach, an event of default shall include the following: a. VENDOR has not performed services on a timely basis due to VENDOR's negligent errors or omissions; b. VENDOR has refused or failed to supply enough properly skilled personnel; c. VENDOR has failed to make prompt payments to VENDOR's sub-consultants or suppliers for any services after receiving payment from the CITY for such services or supplies; d. VENDOR has failed to obtain the approval of the CITY where required by this Agreement; e. VENDOR has refused or failed to provide the services as defined in this Agreement; f. VENDOR has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety(90)calendar days of such date; g. CITY has failed to make payments to VENDOR in accordance with the requirements of this Agreement; 1.24.2 In the event of Default,the VENDOR shall be liable for all damages resulting from the Default including: a. The difference between the amount that has been paid to the VENDOR and the amount required to complete the VENDOR's Services, provided the fees by the firm replacing the VENDOR are reasonable and the hourly rates do not exceed the VENDOR'S rates. This amount shall also include procurement and administrative costs incurred by the CITY. b. In the event of default by the City, VENDOR may suspend the Services pending receipt of such payment. RFQ CW24-001 General Engineering Consulting Services A-10 1.24.3. The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. 1.25 VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY. 1.26 The CITY's Representative during the performance of this Agreement shall be Keith Webber, or Designee. 1.27 The VENDOR's Representative during the performance of the Agreement shall be Jorge Valle-Pellot(jvalle@keithteam.com). 2. TERM. The initial Agreement period shall be for an initial term of two (2) years, commencing on 11/19/2024, and shall remain in effect through 11/18/2026. The City reserves the right to automatically renew the Agreement for two (2) two-year renewals subject to termination clause(s) as provided herein. The City requires firm fixed rates for the initial agreement term. Either party must give a sixty (60) calendar day(s)written notice prior to the Agreement anniversary date of the intent to not renew for the renewal term. The initial term and any exercised renewal terms are collectively referred to as the "Term." Automatic renewal terms will be based on the same terms, conditions, pricing, specifications, and services herein. The VENDOR understands and acknowledges that all services to be performed will be governed by this Agreement and that there is no guarantee of any assignment, minimum amount of professional services, compensation, or future work being given to the VENDOR. 3. Limited Term Extension: The CITY may, at its sole discretion and without further City Commission action, extend the term of this Agreement for an additional one-hundred and eighty (180) calendar days (the "limited term extension") by filing a written notice signed by the Vendor and the City's Purchasing Department. At no time shall this limited term extension extend more than one-hundred eighty (180) calendar days beyond the expiration date of this Agreement without further City Commission approval. The VENDOR will be reimbursed for these services at the rate in effect when this limited term extension clause was invoked by the CITY. 4. TIME OF PERFORMANCE/METHOD OF ORDERING SERVICES. 4.1. Services under this Agreement shall commence upon the CITY's written notice to the VENDOR through an executed Task Order. The VENDOR shall perform all Services and provide all work products required pursuant to this Agreement and the specific Task Order by the sequence of events, or unless the CITY grants an extension of time in writing. 4.2. Limitations. No Task Order issued under this Agreement will be valid if the estimated construction cost of the specific project or the study activity fee exceeds the amounts set forth in Section 287.055, Florida Statutes. 4.3. VENDOR shall complete each Task Order executed during the Term without regard to whether such completion would cause Services to be performed after the expiration date of this Agreement. Any Task Order for which performance extends beyond the Term may be amended after that expiration date, provided that any additional Services, time, and compensation are permitted under this Agreement. The terms and conditions of this Agreement shall continue to govern Task Orders notwithstanding the expiration of this Agreement. 5. PAYMENT. The VENDOR shall be paid by the CITY for completed work and for Services rendered as follows: a. Payment for the Services provided by VENDOR shall be made in accordance with the Fee Schedule as provided in Exhibit B attached hereto. RFQ CVV24-001 General Engineering Consulting Services A-11 b. Payment as provided in this section by the CITY shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment, and incidentals necessary to complete the Services. c. Compensation for vendor's sub-consultants will be negotiated based on each Task Order. Compensation will be through a direct mark-up in accordance with the Fee Schedule attached hereto. Sub-consulting services shall be approved by the City's representative in writing prior to performance of the sub-consulting work. Consulting time for processing and management of the VENDOR's sub-consultant shall not be included in direct cost as the direct mark-up is applied for management efforts. d. The VENDOR may submit invoices to the CITY once per month during the progress of the Srevices for partial payment. Such invoices will be checked by the CITY, and upon approval thereof, payment will be made to the VENDOR in the amount approved. e. In certain cases where incremental billing for partially completed Services is permitted by the CITY's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f. Computation of Time Charges/Not-to-Exceed Method of Payment: When a service is to be compensated based on time charge/not-to-exceed method, the VENDOR shall submit a not- to-exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates,which shall not exceed the established hourly rates set forth in the Fee Schedule, plus any sub-consultant services and other related costs supporting the proposed Services. The CITY shall not be obligated to reimburse the VENDOR for costs incurred in excess of the total not-to-exceed cost amount. g. Final payment of any balance due to the VENDOR of the total Task Order price earned will be made promptly upon its ascertainment and verification by the CITY after the completion of the Services under this Agreement and its acceptance by the CITY. h. Final Invoice: In order for both parties herein to close their books and records, the VENDOR will clearly state"Final Invoice"on the VENDOR's final/last billing to the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, any other further charges, if not properly included on this invoice, are considered waived by the VENDOR. i. The VENDOR's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the CITY and State for a period of five (5) years after the termination of the Agreement. Copies shall be made available upon request. j. Hourly rates shall remain fixed and firm for the initial two (2) year period of this Agreement. Cost of subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes as determined by the City, have occurred in the industry, such increases shall not exceed 5% per year, or whichever is less, the latest yearly percentage increase in the All Urban Consumer Price Index (CPI-U) (National) as published by the Bureau of Labor Statistics, U.S. Department of Labor. The yearly increase or decrease in the CPI shall be based on the latest index published and available ninety (90) calendar days prior to the end of the Agreement year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) calendar days prior to the Agreement anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of this Agreement. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the VENDOR, a reasonable reduction in costs that reflect such changes in the industry. All rate increases above 2% must be approved by the City Commission on the recommendation of the Director of Financial Services. k. The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the CITY does not wish to accept the adjusted costs and the matter RFQ CW24-001 General Engineering Consulting Services A-12 cannot be resolved to the satisfaction of the CITY, the Agreement may be canceled by the CITY upon giving thirty (30) calendar days'written notice to the VENDOR. I. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes. 6. OWNERSHIP AND USE OF DOCUMENTS. Upon completion of any project / Task Order and final payment to VENDOR, all documents, drawings, specifications, and other materials produced by the VENDOR in connection with the services rendered under this Agreement shall be the property of the CITY whether the project for which they are made is executed or not. Notwithstanding the foregoing, the VENDOR shall maintain the rights to reuse standard details and other design copies, including reproducible copies, of drawings and specifications for information, reference, and use in connection with VENDOR's endeavors. Any use of the documents for purposes other than as originally intended by this Agreement,without the written consent of VENDOR, shall be at the CITY's sole risk and without liability to VENDOR and VENDOR's sub-consultants. 7. FUNDING.This Agreement shall remain in full force and effect only as long as the expenditures provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 8. WARRANTIES AND REPRESENTATIONS. VENDOR represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this Agreement and that it will retain and assign qualified professionals to all assigned projects during the term of this Agreement. VENDOR's Services shall meet or exceed the standard of care and skill ordinarily used by members of VENDOR's profession practicing under similar circumstances. In submitting its response to the RFQ, VENDOR has represented to CITY that certain individuals employed by VENDOR shall provide services to CITY pursuant to this Agreement. CITY has relied upon such representations. Therefore,VENDOR shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 9. COMPLIANCE WITH LAWS. VENDOR shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances, and regulations that are applicable to the services to be rendered under this Agreement. 10. INDEMNIFICATION. A. The VENDOR shall indemnify and hold harmless CITY and its current, past, and future officers and employees from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys'fees,to the extent caused by the negligence, recklessness,or intentionally wrongful conduct of VENDOR or other persons employed or utilized by VENDOR in the performance of this Agreement. Neither party to this Agreement shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect, or consequential damages of any kind, including but not limited to lost profits or use that may result from this Agreement or out of the services or goods furnished hereunder. B. The parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or§768.28, Fla. Stat., as may be amended from time to time. PURSUANT TO FLORIDA STATUTE, NO INDIVIDUAL DESIGN PROFESSIONAL EMPLOYED BY OR ACTING AS AN AGENT OF VENDOR MAY BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM THE NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF THIS AGREEMENT 11. INSURANCE. A. During the performance of the services under this Agreement, VENDOR shall maintain the following insurance policies, and provide originals or certified copies of all policies to CITY's Risk Management RFQ CW24-001 General Engineering Consulting Services A-13 Director. All policies shall be written by an insurance company authorized to do business in Florida. VENDOR shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any service pursuant to this Agreement: a. Worker's Compensation Insurance: The VENDOR shall procure and maintain for the life of this Agreement, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any subcontractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton Beach, executed by the insurance company. b. Comprehensive General Liability: The VENDOR shall procure and maintain for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an"Occurrence" basis. Coverage shall include Premises and Operations; Independent consultants, Products-Completed Operations, and Contractual Liability with specific reference to Article 7, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury, or property damage that could arise directly or indirectly from the performance of this Agreement. VENDOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/and $1,000.000 per occurrence/aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty(30)calendar days prior written notice to the CITY. c. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of this Agreement, Business Automobile Liability Insurance. The VENDOR shall maintain a minimum amount of$1,000,000 combined single limit for bodily injury and property damage liability to protect the VENDOR from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non-owned automobile, included rented automobiles, whether such operations be by the VENDOR or by anyone directly or indirectly employed by the VENDOR. d. Professional Liability (Errors and Omissions) Insurance: The VENDOR shall procure and maintain for the life of this Agreement in the minimum amount of $1,000,000 per occurrence. e. Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined appropriate by the CITY depending on the type of job and exposures contemplated. Coverage must follow the form of the General Liability, Auto Liability, and Employer's Liability. This coverage shall be maintained for a period of no less than the later of three (3) years after the delivery of goods/services or final payment pursuant to the Agreement. B. VENDOR shall provide the CITY with all Certificates of Insurance required under this section prior to beginning performance under this Agreement. Failure to maintain the required insurance will be considered a default of the Agreement. C. The CITY shall be named as an additional insured. The coverage shall contain no limitations on the scope of protection afforded to the CITY, its officers,officials,employees,or volunteers.A current valid insurance policy meeting the requirements herein identified shall be maintained during the duration of this Agreement, and shall be endorsed to state that coverage shall not be suspended, voided, or canceled by either party, reduced in coverage in limits except after thirty (30) calendar days prior written notice by either certified mail, return receipt requested, has been given to the CITY. D. The CITY reserves the right to reasonably require any additional insurance coverage or increased limits as determined necessary by the Risk Management Director. The CITY reserves the right to review, modify, reject, or accept any required policies of insurance, including limits, coverage, or endorsements throughout the term of the Agreement. RFQ CW24-001 General Engineering Consulting Services A-14 12. INDEPENDENT VENDOR/CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an independent vendor/contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither VENDOR nor any employee of VENDOR shall be entitled to any benefits accorded CITY employees by virtue of the services provided under this Agreement. The CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to VENDOR, or any employee of VENDOR. 13. COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the VENDOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the VENDOR any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 14. TRUTH-IN-NEGOTIATION CERTIFICATE. A. Execution of this Agreement by the VENDOR shall act as the execution of a truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement is accurate, complete, and current as of the date of the Agreement and no higher than those charged the VENDOR's most favored customer for the same or substantially similar service. B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non-current wage rates or due to inaccurate representations of fees paid to outside VENDORs. The CITY shall exercise its rights under this "Certificate"within one (1)year following payment. 15. SUBCONTRACTING. A. VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY B. The CITY reserves the right to accept the use of a sub-consultant or to reject the selection of a particular sub-consultant and to inspect all facilities of any sub-consultant in order to make a determination as to the capability of the sub-consultant to perform properly under this Agreement. If the VENDOR uses any sub-consultants on this project, the following provisions of this Article shall apply: C. If a sub-consultant fails to perform or make progress, as required by this Agreement, and it is necessary to replace the sub-consultant to complete the Services in a timely fashion, the VENDOR shall promptly do so, subject to acceptance of the new sub-consultant by the CITY. The substitution of a sub-consultant shall not be adequate cause to excuse a delay in the performance of any portion of this Agreement as set forth in the Scope of Work or applicable Task Order. D. The VENDOR, its sub-consultants, agents, servants, or employees agree to be bound by the terms and conditions of this Agreement and its agreement with any sub-consultant for work to be performed for the CITY the VENDOR must incorporate the terms of this Agreement. 16. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 17. ASSIGNMENT. The VENDOR shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY. 18. NON-WAIVER.A waiver by either CITY or VENDOR of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or RFQ CW24-001 General Engineering Consulting Services A-15 acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. 19. TERMINATION. A. Termination for Convenience. This Agreement may be terminated by the CITY for convenience, upon fourteen (14) calendar days of written notice by the terminating party to the other party for such termination in which event the VENDOR shall be paid its compensation for services performed to the termination date, including services reasonably related to termination. In the event that the VENDOR abandons the Agreement or causes it to be terminated,the VENDOR shall indemnify the CITY against loss pertaining to this termination. B. Termination for Cause. In addition to all other remedies available to CITY, this Agreement shall be subject to cancellation by CITY for cause, should VENDOR neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by VENDOR of written notice of such neglect or failure. 20. DISPUTES. A. Any and all legal action necessary to enforce the terms of this Agreement shall be governed by the laws of the State of Florida. Any legal action arising from the terms of this Agreement shall be submitted to a court of competent jurisdiction exclusively located in Palm Beach County. B. Correction of Work. If, in the judgment of CITY, work provided by VENDOR does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, CITY reserves the right to require that VENDOR correct all deficiencies in the work to bring the work into conformance without additional cost to CITY, and/or replace any personnel who fail to perform in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-conformance and the quality of workmanship. C. Remedies in Default. In case of default by VENDOR, CITY shall notify VENDOR, in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct VENDOR to comply with all provisions of the Agreement. If the abandonment,delay, refusal,failure, neglect, or default is not cured within seven (7) calendar days of when notice was sent by CITY, CITY may declare a default of the Agreement and notify VENDOR of such declaration of default and terminate the Agreement. a. Upon such declaration of default, all payments remaining due VENDOR at the time of default, less all sums due CITY for damages suffered or expenses incurred by reason of default, shall be due and payable to VENDOR. b. CITY may complete the Agreement, or any part thereof, either by day labor, use of a subcontractor, or by re-letting a contract for the same, and procure the equipment and the facilities necessary for the completion of the Agreement, and charge the cost of same to VENDOR together with the costs incident thereto to such default. c. In the event CITY completes the Agreement at a lesser cost than would have been payable to VENDOR under this Agreement, if the same had been fulfilled by VENDOR, CITY shall retain such differences. Should such cost to CITY be greater, VENDOR shall pay the amount of such excess to the CITY. d. Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the Agreement at any time,whenever the service provided by VENDOR fails to meet reasonable standards of the trade after CITY gives written notice to the VENDOR of the deficiencies as set forth in the written notice within thirty (30) calendar days of the receipt by VENDOR of such notice from CITY. 21. UNCONTROLLABLE FORCES. 21.1 Neither the CITY nor VENDOR shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the RFQ CW24-001 General Engineering Consulting Services A-16 exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 21.2 Neither party shall, however, be excused from performance if non-performance is due to forces, which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. CITY PROVIDED INFORMATION AND SERVICES. 22.1 CITY shall furnish VENDOR available studies, reports,and other data pertinent to VENDOR'S services; obtain or authorize VENDOR to obtain or provide additional reports and data as required; furnish to VENDOR services of others required for the performance of VENDOR's Services hereunder, and VENDOR shall be entitled to use and rely upon all such information and services provided by CITY or others in performing VENDOR's Services under this Agreement. 23. ESTIMATES AND PROJECTIONS. 23.1 In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, VENDOR has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs;competitive bidding procedures and market conditions;time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, VENDOR makes no warranty that CITY's actual project costs, financial aspects, economic feasibility, or schedules will not vary from VENDOR's opinions, analyses, projections, or estimates. 24. THIRD PARTIES. 24.1 The services to be performed by VENDOR are intended solely for the benefit of CITY. No person or entity not a signatory to this Agreement shall be entitled to rely on VENDOR's performance of its services hereunder, and no right to assert a claim against VENDOR by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of VENDOR's services hereunder. 25. NOTICES. Notices to the CITY shall be sent to the following address: Daniel Dugger, City Manager City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, FL 33435 Telephone No. (561) 742-6000 Notices to VENDOR shall be sent to the following address: ATTN: Thomas Green; Jorge Valle-Pellot Keith and Associates, Inc. dba KEITH _ Address: 701 Northpoint Parkway Suite 218 West Palm Beach, FL 33407 Phone: 561-469-0992 ; 954-788-3400 Email: marketinq(a�keithteam.com RFQ CW24-001 General Engineering Consulting Services A-17 26. INTEGRATED AGREEMENT. This Agreement, together with RFQ and any addenda and/or attachments, represents the entire and integrated Agreement between the CITY and the VENDOR and supersedes all prior negotiations, representations, or agreements, written or oral. This Agreement may be amended only by written instrument signed by both CITY and VENDOR. 27. PUBLIC RECORDS.The CITY is a public agency subject to Chapter 119, Florida Statutes. The VENDOR shall comply with Florida's Public Records Law. Specifically, the VENDOR shall: A. Keep and maintain public records required by the CITY to perform the service; B. 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 Chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and, following completion of the Agreement, VENDOR shall maintain in a secured manner all copies of such confidential and exempt records remaining in its possession once the VENDOR transfers the records in its possession to the CITY; and D. Upon completion of the Agreement, VENDOR shall transfer to the CITY, at no cost to the CITY,all public records in VENDOR's possession.All records stored electronically by VENDOR 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 VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 TELEPHONE: 561-742-6060 CityClerk(d bbfl.us 28. E-VERIFY. 28.1 VENDOR certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. Definitions for this Section: A. "Contractor, Vendor, Proposer, Consultant" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. B. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for a salary, wages, or other remuneration. RFQ CW24-001 General Engineering Consulting Services A-18 C. "E-Verify system" means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. 28.1.2 Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E- Verify System in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: A. All persons employed by a Contractor to perform employment duties within Florida during the term of the Agreement; B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and C. By entering into this Agreement, the Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. 28.1.3 Contract Termination. If the City has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09 (1), Fla. Stat., the contract shall be terminated 29. SCRUTINIZED COMPANIES 287.135 and 215.473. By execution of this Agreement, VENDOR certifies that VENDOR is not participating in a boycott of Israel. VENDOR further certifies that VENDOR is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has VENDOR been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The CITY shall provide notice, in writing, to VENDOR of the CITY's determination concerning the false certification. VENDOR shall have five (5)calendar days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, VENDOR shall have ninety(90)calendar days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If VENDOR does not demonstrate that the CITY's determination of false certification was made in error then the CITY shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 30. SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign immunity by the CITY or as a waiver of limits of liability or rights the CITY may have under the doctrine of sovereign immunity or under Section 768.28, Florida Statutes. 31. CONFLICTS. If there is a conflict or inconsistency between any term, statement, requirement, or provision of this Agreement, Exhibits, any Task Order, VENDOR's Proposal, or other documents incorporated into this Agreement, such conflict shall be resolved pursuant to the following order of precedence (1) this Agreement, (2) any Task Order, (3)the RFQ, and (4) VENDOR's Proposal. 32. COMPLIANCE WITH STATE ENERGY POLICY AND CONSERVATION ACT. VENDOR shall comply with all mandatory standards and policies relating to energy efficiency contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Pub. L. 94-163, 89 Stat. 871). 33. DOMESTIC PREFERENCE FOR PROCUREMENTS. As appropriate and to the extent consistent with law, the VENDOR should,to the greatest extent practicable, provide a preference for the purchase,acquisition,or RFQ CW24-001 General Engineering Consulting Services A-19 use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe;aggregates such as concrete;glass, including optical fiber; and lumber. 34. LICENSE AND DELIVERY OF WORKS SUBJECT TO COPYRIGHT AND DATA RIGHTS. If applicable,the VENDOR grants to CITY, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this Agreement, VENDOR will identify such data and grant to the CITY or acquire on its behalf a license of the same scope as for data first produced in the performance of this contract. Data, as used herein, shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this Agreement, VENDOR will deliver to the VENDOR data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this Agreement in formats acceptable by VENDOR. 35. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or any subcontractor will have access to an individual's personal identifying information under this Agreement. VENDOR represents and certifies: (i) VENDOR is not owned by the government of a foreign country of concern; (ii) the government of a foreign country of concern does not have a controlling interest in VENDOR; and (iii) VENDOR is not organized under the laws of and does not have its principal place of business in, a foreign country of concern. Prior to VENDOR and any subcontractor having access to personal identifying information pursuant to this Agreement, VENDOR and any subcontractor shall submit to City executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes. Compliance with the requirements of this section is included in the requirements of a proper invoice. Terms used in this section that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes. 36. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, VENDOR shall provide CITY with an affidavit attesting that the VENDOR does not use coercion for labor or services,in accordance with Section 787.06(13), Florida Statutes. 37. COUNTRIES OF CONCERN. VENDOR represents that it is, and for the duration of the Term will remain, in compliance with Section 286.101, Florida Statutes. 38. DULY LICENSED. VENDOR represents that it is duly licensed in Florida to perform the Services under this Agreement and that it will continue to maintain all licenses and approvals required to conduct its business. SIGNATURE PAGE FOLLOWS RFQ CW24-001 General Engineering Consulting Services A-20 "This Agreement will take effect once signed by both parties.This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes." IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be considered an original on the following dates: DATED this {iy of 41N-ember 204. • CITY OF BOYNTON BEACH • Ty P-•_: :!!moi. ( t rized Official Name), (Vendor) Ales La20WIC Print Name of Authorized Official PrtS Iden l ahA I,EU00011110,11_ \ �QASSOC _Title � P44 ,".�POIilk:. tt ' /. f;o� p,OYNT�� +� (Corporate Seal) : Y t SEAL n U�• .•GpRPOR�I •��,1/ - • R` - SEAL . .4Oana'' : INCORPORATED f Attest/Authenticated: •��I,,/,�/19981```‘‘`‘�` // 192 p / 11 ,1\ AZORIDP\ Wit ss• L%�/ A-not-e t (;1 u.7 mai) Print Namd Approved as to Form: Adi/C/4‘ J. Yivri Shawna G. Lamb, Office of the City Attorney '•ttest/'uth,'ntica -u: L. /I /` Maylee Da Je 's, City Clerk I RFQ CW24-001 General Engineering Consulting Services A-21 EXHIBIT A Form of Task Order CITY OF BOYNTON BEACH General Engineering Consulting Services Task Order Task Order No. Consultant: 1. Task/Project. (Insert title and brief description) 2. Detailed Scope of Professional Services. A detailed scope of services under this Task Order, in accordance with the phases of service detailed in the Agreement, is attached as Exhibit 3. Deliverables and Schedule. For study/design related services: Consultant shall deliver to the City the deliverables specified at the time indicated on the attached Exhibit For project administration services: Consultant shall provide project/construction administration services in accordance with the Agreement and project schedule. 4. Compensation. The total estimated construction costs of the Project or the cost of the study or report for this Task Order may not exceed the amounts set forth in Section 287.055, Florida Statutes. The total Fee to be paid to the Consultant under this Task Order shall not exceed , based on the hourly rates currently in effect under the Agreement. A detailed fee schedule is attached as Exhibit The payment schedule (based on deliverables) is attached as Exhibit 5. Agreement Reference. This Task Order shall be performed under the terms and conditions described within the General Engineering Consulting Services Agreement, dated , 20 , by and between the City of Boynton Beach and ("Consultant"), Contract No. 6. Insurance. Consultant shall maintain insurance coverages in accordance with the Agreement and hereby confirms that Certificate(s) of Insurance evidencing current policies meeting the requirements of the Agreement are on file with the City as of the date of this Task Order. 7. Exhibits. All attached Exhibits are incorporated fully into this Task Order and the Agreement. RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A 8. Notice to Proceed (Task Order Form and Purchase Order). ❑ If checked, Consultant's receipt of a fully-executed copy of this Task Order and Purchase Order (PO) shall serve as the Notice to Proceed under this Task Order, effective as of the date the fully-executed Task Order was emailed to the Consultant. ❑ If checked, Consultant shall commence Services under this Task Order as specified in a forthcoming Purchase Order (PO) and Notice to Proceed. CONSULTANT: CITY OF BOYNTON BEACH By: By: Daniel Dugger, City Manager Print Name: Date: , 20 Date: , 20_ City Attorney's Office Approved as to form and legality By: RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A EXHIBIT B Fee Schedule Management Utility Coordination Project Executive $250.00 Senior Utility Coordinator $200.00 QA/QC Manager $200.00 Utility Coordinator $180.00 Senior Project Manager $225.00 Utility Coordinator Technician $145.00 Project Manager $200.00 Utility Coordinator Analyst $120.00 Senior Grant Coordinator $180.00 Grant Coordinator $165.00 Survey Administrative Assistant $100.00 Senior Surveyor $200.00 Professional Surveyor $180.00 Engineering Project Surveyor $145.00 Senior Engineer $200.00 Survey Analyst $120.00 Professional Engineer $180.00 Engineering Designer $145.00 Subsurface Utility Engineering Engineering Analyst $120.00 Senior Subsurface Utility Engineer $200.00 Subsurface Utility Engineer $180.00 Planning Subsurface Utility Technician $145.00 Senior Planner $200.00 Subsurface Utility Analyst $120.00 Professional Planner $180.00 Planning Technician $145.00 Field Crew Rates Planning Analyst $120.00 Field Crew Supervisor $130.00 Survey Crew $180.00 Landscape Architecture Survey Drone/LiDAR Crew $200.00 Senior Landscape Architect $200.00 Utility Designating Crew $180.00 Landscape Architect/Arborist $180.00 Vacuum Excavations $500.00/Ea. Landscape Designer $145.00 Landscape Analyst $120.00 Construction Services Senior Construction Manager $200.00 Architecture Construction Manager $180.00 Senior Architect $200.00 Senior Inspector $150.00 Architect $180.00 Inspector $120.00 Architect Designer $145.00 Architect Analyst $120.00 Geotechnical Engineering Senior Engineer $180.00 Professional Engineer $140.00 Project Engineer $110.00 Geotechnical Field Technician $75.00 Site Layout $65.00 RFQ CW24-001 General Engineering Consulting Services Fee Schedule Exhibit B GEOTECHNICAL FIELD INVESTIGATION SERVICE FEE SCHEDULE ITEM DESCRIPTION UNITS UNIT PRICE SOIL TESTING Field Density Test(5 minimum) Test $26.00 Proctors Test $115.00 Florida Bearing Value Test Test $40.00 Limerock Bearing Ratio Test Test $310.50 Atterberg Limit Test $85.00 Carbonate Content Test Test $85.00 Organic Content Test Test $50.00 DOT Corrosivity Test $170.00 Soil Observation (On Site) Hour $58.00 Natural Sample Moisture Content Test $20.00 Unit Weight and Moisture Content(Undisturbed Sample) Test $50.00 CONCRETE& MASONRY MATERIALS Concrete Compression test(4 cylinders per trip minimum)Prepare Set $135.00 cylinders &slump test on site, and deliver to lab Additional Concrete cylinders Cylinder $22.50 Concrete Compression test only(delivered to lab) Cylinder $22.50 Slump test Test $12.00 Air Content Test Test $16.00 Stand-by Hour $58.00 Grout Prism (6 per set) Includes preparation of Prism on site Set $125.00 2"x 2" Mortar Cubes (6 per set)Includes preparation of Cubes on site Set $100.00 Additional Mortar cubes Each $20.00 Masonry Units: Compressive Strength Unit $100.00 Masonry Units:Absorption Unit $50.00 Concrete Cores(3 Minimum)Secure,Trim&Test Core $120.00 Concrete Cores (3 Minimum)Testing of core (delivered to lab (inc. trim)) Core $50.00 Swiss Hammer Testing Hour $65.00 Windsor Probe Test(3 Shots Minimum) Test $135.00 Additional Windsor Probe Tests Test $85.00 AGGREGATE TESTING Grain size determination: Full grain size(8 sieves) Test $77.00 Grain size determination: Wash through (#200) Test $60.00 Sieve Analysis-Coarse Aggregate Test $77.00 Specific Gravity&Absorption of Fine or Coarse Aggregate Test $90.00 ASPHALT TESTING Asphalt Cores (obtaining core samples) Each $100.00 Asphalt Extraction and Gradation Test $250.00 Asphalt Density and Thickness Test $47.00 Marshall Stability(Inc!density,flow and stability of 3 specimens)(50 Test $130.00 blows) Coring Machine plus Generator Rental Trip $300.00 Superpave Resolution Testing: Rice Testing Each $180.00 Superpave Resolution Testing: Gyratory Compaction, bulk specific gravity Each $210.00 RFQ CW24-001 General Engineering Consulting Services Fee Schedule Exhibit B INSPECTION SERVICES Concrete Inspection (on jobsite or plant) Hour $75.00 Pile Driving Inspection Hour $75.00 Pre-Stress Yard Inspection Hour $75.00 Steel Inspection Hour $75.00 Threshold Inspection Hour $93.00 Asphalt Inspection (Plant or Roadway) Hour $75.00 PDA(Pile Dynamic Testing Services) Test $2,500.00 Helical Pile Inspection Hour $75.00 Drill Shaft Logging/ Inspection Services Hour $75.00 FIELD EXPLORATIONS Auger Borings LF $11.00 Hand Augers LF $11.00 Standard Penetration Tests-Truck Rig(0'-50') LF $17.00 Standard Penetration Tests-Truck Rig(51'- 100') LF $19.50 Grout bore holes (0'-50') LF $8.00 Grout bore holes (51'- 100') LF $12.00 Casing (0'-50') LF $8.00 Casing (51'- 100') LF $9.00 Static Cone Penetration Test(0'-100') LF $14.00 Muck Probing (4 hour minimum) Hour $100.00 Mobilization of drilling equipment to project(Minimum Charge): 50-mile Trip $375.00 travel Mobilization of drilling equipment to project(Minimum Charge): 100-mile Trip $500.00 travel MISCELLANEOUS SERVICES Foundation Analysis and Recommendation Staff TBD Hours Percolation test Test $325.00 Install Groundwater Monitoring Well, 25'Depth LF $50.00 Plug &Abandon Monitoring Well, 25' Depth Hour $150.00 Exfils(6'-10') Each $450.00 Exfils (15'+) Each $550.00 Lakes Probes Each $200.00 DCP/HCP Each $180.00 DRI Each $750.00 Test Pits Day $3,000.00 Direct costs such as postage, prints, and delivery services will be billed at cost. Mark-up% Sub-Consultants Fee: 0 % RFQ CW24-001 General Engineering Consulting Services Fee Schedule Exhibit B ATTACHMENT "A" City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts,leases,and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured.This is done by providing a Certificate of Insurance listing the City as "Certificate Holder" and "The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+"or higher. (NOTE:An insurance contract or binder may be accepted as proof of insurance if a Certificate is provided upon selection of vendor.) Thefollowing is a list of types of insurance required of contractors, lessees, etc., and the limits required by the City: (NOTE:This list is not all inclusive, and the City reserves the right to require additional types of insurance, or to raise orlower the stated limits,based upon identified risk.) TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners & Contractor's Protective (OCP) Personal&Adv. Injury $ 1,000,000.00 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage (any one fire) $ 50,000.00 Broad Form Vendors Med. Expense (any one person) $ 5,000.00 Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability Professional Liability Aggregate $1,000,000.00 Automobile Liability Combined Single Limit $1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos • Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease, Policy Limit $ 1,000,000.00 Disease Each Employes $ 1,000,000.00 • Property: Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other-As Risk Identified to be determined • INSURANCE ADVISORY FORM RFQ CW24-001 General Engineering Consulting Services Insurance Advisory ATTACHMENT "B" Ye, • \ U Ton AFFIDAVIT OF COMPLIANCE WITH FOREIGN ENTITY LAWS The undersigned,on behalf of the entity listed below("Entity"),hereby attests under penalty of perjury as follows: 1. Entity is not owned by the government of a foreign country of concern as defined in Section 287.138, Florida Statutes. (Source: § 287.138(2)(a), Florida Statutes) 2. The government of a foreign country of concern does not have a controlling interest in Entity. (Source: §287.138(2)(b),Florida Statutes) 3. Entity is not organized under the laws of,and does not have a principal place of business in, a foreign country of concern. (Source: § 287.138(2)(c), Florida Statutes) 4. The undersigned is authorized to execute this affidavit on behalf of Entity. Date: Rug U 1 21 , 20L-� Signed: KC A Anb� �}SSO(.��I f IVII Name: AIL L.AZDWItV Entity: Title: PH,Sidtnt ICU STATE OF Flarik COUNTY OF 6rouuard, The foregoing instrument wascknowledged before me, by means of l ,physical presence or❑ online notarization, thisal41day of AU9t�(S •} 2044, by ACX Lt zD .l l I K as Pr es l olcn-i anA Lt0 for Kf1111 AVIA ASS(001-46, , who is oer�onally known to me or who has produced as identification. Notary Public Signature: .Gtp�,,"" '•g111/ State of Florida at Large (Seal) �'1 SH Print Name: froRelry Pub'c i State of Markle F 4"1"1 Commit HH338 S Expires 12/5/2026 My commission expires: Affidavit of Compliance with Foreign Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Consulting Services Affidavit of Compliance with Foreign Entity Laws VOR g's ° N 6Vr h*O AFFIDAVIT OF COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS In accordance with section 787.06 (13), Florida Statutes, the undersigned, on behalf of the entity listed below("Entity"), hereby attests under penalty of perjury that: Entity does not use coercion for labor or services as defined in Section 78 .06, Florida Statutes, entitled "Human Trafficking." Date:A )111 21 ,��,20214 Signed: Pr A Entity: 1/1141 LM1L ftr`satA 1,thL. Name: Mei L1121 JlLk Title: Pratctent lab STATE OF Nigh COUNTY OF hrt)VJaV The foregoing instrument was acknowledged before me, by means of M physical presence or 0 onlin IiUI({� n tariz ion, ris 611 day of[46.0 X14 , by Ala vra l nk6ofor keiWh mot /Usou i/1KJ, Mt_ , who is personally known to me or who has produced as -identification. Notary Public Signature: ' ' State of Florida at Large (Seal) & cINAH W Notary Pubic Print Name: �Ft, Rate of Florida Corm/HH33 3??ett • Expires 12/5m2f My commission expires: Affidavit of Compliance with Anti-Human Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Services Affidavit of Compliance with Anti-Human Trafficking Laws Y OR A \ S V L 4? �toN o GENERAL ENGINEERING CONSULTING SERVICES AGREEMENT This Agreement ("Agreement"), is entered into between the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida,with a business address of 100 East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as "CITY", and Johnson, Mirmiran & Thompson, Inc. a [type of entity: corporation] authorized to do business in the State of Florida, with a business address of 3250 West Commercial Blvd., Suite 360, Fort Lauderdale, FL 33309, hereinafter referred to as "VENDOR". In consideration of the mutual benefits, terms, and conditions hereinafter specified, the Parties agree as set forth below. WHEREAS, the CITY solicited proposals for a non-exclusive agreement to perform General Engineering Consulting Services, and WHEREAS, the CITY issued a Request for Qualification for General Engineering Consulting Services; and WHEREAS, RFQ No. CW24-001 defined Scope of Services for General Engineering Consulting Services; and WHEREAS, the CITY determined that VENDOR was qualified for appointment to perform the scope of services set forth in RFQ No. CW24-001; and WHEREAS, the CITY Commission on July 16, 2024, determined that VENDOR was qualified for appointment to perform the scope of services set forth in the Request For Qualifications RFQ No. CW24-001; and NOW,THEREFORE, in consideration of the mutual covenants expressed herein,the parties agree as follows: 1. SERVICES AND RESPONSIBILITIES. 1.1 VENDOR hereby agrees to perform the General Engineering Consulting Services, by way of individual Task Orders, at the request of the CITY during the term of this Agreement as more particularly described in the Request for Qualifications RFQ No. CW24-001 for General Engineering Consulting Services, which is incorporated herein by reference. The specific projects that may be assigned to the VENDOR are in conjunction with the specific El box next to the Scope Category: LI Scope Category A Water Plant Modifications, Capacity and Operations Evaluation ®Scope Category B Infrastructure Improvements and Evaluations ❑Scope Category C Ancillary Studies and Services ®Scope Category D Transportation Se!vices ❑Scope Category E Architectural Services ❑Scope Category F Hydrogeological Services ❑Scope Category G Green Infrastructure, Sustainability, and Resiliency Services ❑Scope Category H Geotechnical Services ❑Scope Category J Civil Land Development Services ❑Scope Category K Recreation and Parks Services RFQ CW24-001 General Engineering Consulting Services A-1 1.2 The VENDOR agrees to perform work assigned by Task Order(s)(the"Services") under such terms as set forth in the Task Order(s). The Task Order Form is attached hereto as Exhibit A. The terms of the Task Order(s) shall be supplemental to the terms of this Agreement. 1.3 VENDOR shall furnish all services, labor, equipment, supplies, and materials necessary and as may be required in the performance of this Agreement, except as otherwise specifically provided for herein, and all Services performed under this Agreement shall be done in a professional manner. 1.4 VENDOR assumes professional and technical responsibility for performance of its services to be provided hereunder in accordance with recognized professional and ethical guidelines established by their profession. If within one year following completion of its services, such services fail to meet the aforesaid standards, and the CITY promptly advises VENDOR thereof in writing, VENDOR agrees to re-perform such deficient services without charge to the CITY. 1.5 The relationship between CITY and VENDOR created hereunder and the services to be provided by VENDOR pursuant to this Agreement are non-exclusive. CITY shall be free to pursue and engage similar relationships with other VENDORS to perform the same or similar services performed by VENDOR hereunder, so long as no other consultant shall be engaged to perform the specific project(s)assigned to VENDOR while VENDOR is so engaged without first terminating such assignment. VENDOR shall be free to pursue relationships with other parties to perform the same or similar services, whether or not such relationships are for services to be performed within the CITY, so long as no such relationship shall result in a conflict of interest, ethical or otherwise, with the CITY's interests in the services provided by VENDOR hereunder. 1.6 The VENDOR is responsible for defects in its work and in the work of its Sub consultants'. 1.7 PRELIMINARY SERVICES PHASE: The VENDOR shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The VENDOR shall attend meetings with the CITY Commission and CITY staff as may be required, and provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents. 1.7.1 During the preliminary services phase, the VENDOR shall advise the CITY, based on VENDOR'S professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project;VENDOR to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY'S needs for surveys; perform site evaluations and comparative studies of prospective site and solutions; and prepare and furnish a report to the City setting forth the VENDOR'S findings and recommendations. 1.7.2 Preliminary design services to be performed by the VENDOR shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 1.7.3 VENDOR shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed project; and/or 1.7.4 Upon authorization of the CITY, the VENDOR will provide advice and assistance relating to operation and maintenance of project or other systems;evaluate and report on operations; assist the CITY in matters relating to regulatory agency operations RFQ CW24-001 General Engineering Consulting Services A-2 review or operating permit non-compliance; assist with startup and operator training for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project. 1.8 BASIC SERVICES: The VENDOR shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY. 1.9 FINAL DESIGN SERVICES shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits, and landfill permits. 1.9.1 The VENDOR based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule, or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical,and electrical systems,and any other requirements or systems, materials and such other elements as may be appropriate for a complete project. The VENDOR shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1.9.2 The VENDOR based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY. The Construction Documents shall consist of drawings and specifications setting forth in detail the requirements for the construction of the project. 1.9.3 The VENDOR shall assist the CITY in the preparation of the necessary proposal information and forms. 1.9.4 The VENDOR shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1.9.5 The VENDOR shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1.9.6 VENDOR shall include in the Construction Documents a requirement that the construction contractor shall provide a final as-built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked-up construction drawings to the VENDOR so that the VENDOR can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1.9.7 Prior to final approval of the Construction Documents by the CITY,the VENDOR shall conduct a thorough review and quality control evaluation of the entire work product for compliance with the requirements of any local, state,or federal agency from which a permit or other approval is required. The VENDOR shall make sure that all necessary approvals have taken place. RFQ CW24-001 General Engineering Consulting Services A-3 1.9.8 Prior to each phased submittal, the VENDOR shall conduct a thorough quality control review and assessment of the work product to determine whether the work is properly coordinated and confirm that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The VENDOR shall provide to the CITY a Quality Assurance and Quality Control plan in a format that advises the CITY that all work has been performed as required. A report shall be submitted in accordance with those standards to apprise the CITY that due care has been taken in the preparation of the Contract Documents. 1.9.9 The VENDOR shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable. The VENDOR shall comply with all of its governing laws, rules, regulations, codes, directives, and other applicable federal, state, and local requirements in preparation of the work. 1.10 The VENDOR shall provide the construction documents, technical specifications, and drawings completed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 1.11 The VENDOR, following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost, shall, when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals and assist in preparing contracts for construction. 1.11.1 The VENDOR shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY'S Procurement Administrative Policy Manual. 1.11.2 Any Opinion of the Construction Cost prepared by VENDOR represents its judgment as a design professional and is supplied for the general guidance of the CITY. Since VENDOR has no control over market conditions, VENDOR does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to the CITY. If the project is not advertised for proposals within three (3) months after delivery of Final Design Plans,through no fault of the VENDOR or if either local market conditions or industry-wide prices have changed because of unusual or unanticipated events affecting the general level of prices or times of delivery in the construction industry, the established Construction Cost limit may be adjusted as determined by the CITY'S Representative and as approved by the CITY, if necessary. Additionally, if the CITY expands a project scope of work after the VENDOR renders the Final estimated probable Construction Cost of the Final Design Plans, the VENDOR shall not be responsible for any redesign without compensation, which shall be mutually agreed to by the parties hereto. 1.11.3 The VENDOR shall provide the CITY with a list of recommended prospective bidders. 1.11.4 The VENDOR shall attend all pre-proposal/per-bid conferences. 1.11.5 The VENDOR shall recommend any addenda, through the CITY'S representative as appropriate, to clarify, correct, or change proposal documents. 1.11.6 If Pre-Qualification of bidders is required as set forth in the Request for Proposals, Request for Qualifications or Invitation to Bid (two-step bid process), VENDOR shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.11.7 If requested, VENDOR shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY. 1.12 The CITY shall make decision on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the work after RFQ CW24-001 General Engineering Consulting Services A-4 receiving a recommendation from the VENDOR. The VENDOR shall check schedules, shop drawings and other submissions for the limited purpose of checking conformance with the concept of the project, and for compliance with the information given by the Construction Documents. The VENDOR shall also review change orders prepared and submitted by Contractor and review and make recommendations to the City for progress payments to the Contractor based on each project schedule of values and the percentage of work completed. The VENDOR will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the construction of the assigned task order projects. 1.12.1 The CITY shall maintain a record of all change orders, which shall be categorized to the various types, causes, etc. that may be determined useful and necessary for its purpose. 1.12.2 If the VENDOR is not the Construction Manager for the construction, the CITY shall notify the VENDOR within three (3) business days of the discovery of any architectural/engineering error or omission so that the VENDOR can be part of the negotiations resolving the claim between the CITY and the Contractor. 1.13 The VENDOR shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination, when the schedule of values is found to be appropriate, the VENDOR shall sign the schedule of values indicated in the belief that the schedule of values constitutes a reasonable, balanced basis for payment of the Application for Payment to the Contractor. 1.14 The VENDOR shall perform on-site construction observation of each project based on the Construction Documents in accordance with paragraph 1.19 "Resident Project Services" of this Agreement. The VENDOR observation shall determine the progress of the work completed, and whether the work is proceeding in a manner indicating that the work when fully competed will be in accordance with the Construction Documents. On the basis of site visits, the VENDOR will provide the CITY with a written report of each site visit in order to reasonably inform the CITY of the progress of the portion of the work completed. The VENDOR shall endeavor to identify for the CITY any defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. The VENDOR shall not have control over or charge of, or responsibility for the construction means, methods, techniques, sequences or procedures. or for safety precautions and programs in connection with the work, nor shall the VENDOR be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The VENDOR shall not have control over or charge of, and shall not be responsible for,acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. Based on such observation and the Contractor's Application for Payment, the VENDOR shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated. By issuing a Certificate of Payment, the VENDOR will also represent to the CITY that to the best of its information and belief, based on what its observation has revealed, the work is in accordance with the Construction Documents. The VENDOR shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1.15 The VENDOR shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings, and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY'S version of AutoCad formats for archival purposes. RFQ CW24-001 General Engineering Consulting Services A-5 1.16 The VENDOR shall attend regularly scheduled progress meetings on site bi-monthly or as otherwise determined based on a specific need established prior to construction by the CITY. 1.17 The VENDOR shall review change orders prepared and submitted by the Contractor for the CITY'S approval. VENDOR shall not authorize any changes in the work or time, no matter how minor, without prior written approval by the CITY. 1.18 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by VENDOR, which shall be timely completed by Contractor to the satisfaction of the CITY,written notification to Contractor by VENDOR that all releases of liens are satisfied, and written recommendation by VENDOR for final payment to the Contractor which shall be at the sole discretion of the CITY. 1.19 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the VENDOR will, if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ("Resident Project Representative") of the VENDOR. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project Representative will endeavor to identify for the CITY any defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but are not limited to the following: a. Conducting all pre-construction conferences; b. Conducting all necessary construction progress meetings; c. Observation of the work in progress to the extent authorized by the CITY; d. Receipt, review coordination, and disbursement of shop drawings and other submittals; e. Maintenance and preparation of progress reports; f. Field observation and verification of quantities of equipment and materials installed; g. Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; h. Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project-related documents, and at the completion of each project, deliver all such records to the CITY; i. Preparation, update, and distribution of a project budget with each project schedule; j. Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; k. Scheduling and conducting monthly progress meetings at which CITY, Engineer, general contractor, trade contractor, utilities representatives, and suppliers can jointly discuss such matters as procedures, progress, problems, and scheduling. I. Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and/or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; m. Development and implementation of a system for the preparation, review, and processing of change orders; n. Maintenance of a daily log of each project; o. Recording the progress of each project, and submission of written monthly progress reports to the CITY, including information on the Contractors'work and the percentage of completion; p. Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; and q. Securing and transmitting to the CITY, required guarantees; affidavits; releases; key manuals; record drawings; and maintenance stocks; The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the VENDOR or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided, however, that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the VENDOR. The Resident Project Representative shall not have control over or charge of,or responsibility for the construction means, methods, RFQ CW24-001 General Engineering Consulting Services A-6 techniques, sequences, or procedures, or for safety precautions and programs in connection with the work, nor shall the Resident Project Representative be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The Resident Project Representative shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the work. Although VENDOR shall not be responsible for health or safety programs or precautions related to CITY"s activities or those of CITY's other contractors and consultants or their respective subcontractors and vendors ("Contractors"), VENDOR shall nonetheless report to the Resident Project Representative health and safety conditions or deficiencies observed by VENDOR'S employees or representatives. VENDOR shall not be responsible for CITY's pre- existing site conditions or the aggravation of those preexisting site conditions to the extent not caused by the negligence or willful misconduct of VENDOR. VENDOR shall not be responsible for inspecting, observing, or correcting health or safety conditions or deficiencies of CITY, Contractors, or others at the project site ("Project Site") other than for VENDOR's employees, sub-consultants, and vendors. 1.20 ADDITIONAL SERVICES 1.20.1 When additional services are necessary, they shall be specified in the written Task Order. Examples of additional non-exclusive services are: a. Preparation of applications and supporting documents for private or governmental grants, loans, or advances in connection with any particular project. b. Services to make measured drawings of or to investigate existing conditions or facilities or to verify the accuracy of drawings or other information furnished by or to the CITY. c. Services resulting from significant changes in the general scope, extent, or character of any particular project or its design, including but not limited to changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the VENDOR'S control. d. Providing renderings or models for the CITY's use. e. Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out-of-sequence work. f. Investigations and studies involving but not limited to, detailed considerations of operations, maintenance, and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies; cash flow and economic evaluations, rate schedules, and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY. g. Assistance in connection with Proposal/proposal protests, re-bidding or re- negotiating contracts for construction, materials, equipment, or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the VENDOR (e.g. defective plans and/or specifications which inhibit contractors from submitting proposals) in which event there shall be no additional cost for the provision of such services. h. Preparing to serve or serving as a VENDOR or witness for the CITY in any litigation, arbitration, or other legal or administrative proceeding. RFQ CW24-001 General Engineering Consulting Services A-7 i. Additional services in connection with a project not otherwise provided for in this Agreement. j. Services in connection with a field order or change order requested by the CITY. k. Providing artwork, models, or renderings as requested by the CITY. 1.21 When required by the Construction Contract documents in circumstances beyond the VENDOR'S control, and upon the CITY'S authorization, it will furnish the following additional services. a. Services in connection with work changes necessitated by unforeseen conditions encountered during construction. b. Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the VENDOR. c. Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3)acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the VENDOR or if the VENDOR fails to notify the Contractor of the deficient quality of their workmanship pursuant to VENDOR'S duties as described in the Contract Documents, the VENDOR's additional services shall be deemed part of Basic Services and compensated as such. d. Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. e. Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and/or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. f. Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the VENDOR in which case such services shall be deemed Basic Services. Except when caused by a design error by the VENDOR, the cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. 1.22 CITY'S RESPONSIBILITIES 1.22.1 The CITY shall do the following in a timely manner so as not to delay the services of the VENDOR: 1.22.2 Designate in writing a person or persons to act as the CITY's representative with respect to the services to be rendered under this Agreement. Such person(s) shall have complete authority to transmit instructions and receive information with respect to the VENDOR'S services for a particular project.The CITY may have multiple CITY Representative(s) or project managers during the performance of this Agreement based on the specific Task Orders from each of the Scope Categories. 1.22.3 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. RFQ CW24-001 General Engineering Consulting Services A-8 1.22.4 Assist the VENDOR by providing, at the VENDOR's request, all available information pertinent to the Project, including previous reports and any other data relative to the design or construction of the project. 1.22.5 Furnish to the VENDOR, if required for the performance of VENDOR's services (except where otherwise furnished by the VENDOR as Additional Services), the following: 1.22.6 Data prepared by, or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests, and inspection of samples, materials, and equipment; 1.22.6.1 Appropriate professional interpretations of all of the foregoing; 1.22.6.2 Environmental assessment and impact statements; 1.22.6.3 Property, boundary, easement, right-of-way, topographic and utility surveys; 1.22.6.4 Property descriptions; 1.22.6.5 Zoning, deed, and other land use restrictions; 1.22.6.6 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the VENDOR; and 1.22.6.7 Arrange for access to make all provisions for the VENDOR to enter upon the CITY's property as required for the VENDOR to perform services under this Agreement. 1.22.6.8 Consistent with the professional standard of care and unless otherwise specifically provided herein, VENDOR shall be entitled to rely upon the accuracy of data and information provided by the CITY or others without independent review or evaluation. 1.23 SEQUENCE OF EVENTS 1.23.1 Following receipt of any Task Order, the VENDOR shall submit to the CITY, at least five (5) business days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations. 1.23.2 Task Orders will be issued to the VENDOR in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non-performance by VENDOR pursuant to this Agreement. 1.23.3 In accordance with the CITY's Purchasing Policy Manual, proposals received by the VENDOR as a result of a Task Order that exceeds the Procurement threshold amount, will require approval from CITY Commission before the execution of services. 1.23.4 When the CITY issues Task Orders to the VENDOR, each authorization shall contain a stated completion schedule. If caused by the negligent errors or omissions of VENDOR, failure of the VENDOR to meet the stated schedule shall constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. 1.23.5 It is anticipated and intended that the VENDOR will be authorized to begin new Task Order(s) on a "rolling" basis, as some already assigned Task Orders near timely RFQ CW24-001 General Engineering Consulting Services A-9 completion. If a subsequent Task Order is issued to the VENDOR before it has completed the current Task Order, the completion date for each Task Order will remain independent of each other so that the VENDOR will prioritize the uncompleted Task Order from the first Task Order and finish as soon as practical. Failure to complete the"older"Task Orders in a timely manner may adversely impact continued early authorization to start subsequent work. 1.23.6 When the VENDOR has exceeded the stated completion date, including any extension for extenuating circumstances, which may have been granted, a written notice of Default will be issued within seven (7) calendar days of the date that the default became active with a requirement of seven (7) calendar days to cure said default, to the VENDOR and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured. 1.23.7 Should the VENDOR exceed the assigned completion time, the CITY reserves the right not to issue to the VENDOR any further Task Order(s) until such time as it is no longer in default and the VENDOR has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent Task Orders. This restricted issuance provision may result in the VENDOR not being issued all of the planned work the CITY anticipated in this Agreement. The VENDOR shall have no right to the balance of any work or to any compensation associated with these non-issued Task Orders due to the VENDOR being rendered in default. 1.23.8 Should the VENDOR remain in default for a period of fifteen (15)consecutive calendar days beyond the time frame provided in Paragraph 1.23.6, the CITY may at its sole option retain another VENDOR to perform any Services arising out of this Agreement and/or terminate this Agreement. 1.24 DEFINITION OF DEFAULT 1.24.1 An event of default shall mean a material breach of this Agreement. Without limiting the generality of the foregoing and in addition to those instances referred to as a material breach, an event of default shall include the following: a. VENDOR has not performed services on a timely basis due to VENDOR's negligent errors or omissions; b. VENDOR has refused or failed to supply enough properly skilled personnel; c. VENDOR has failed to make prompt payments to VENDOR's sub-consultants or suppliers for any services after receiving payment from the CITY for such services or supplies; d. VENDOR has failed to obtain the approval of the CITY where required by this Agreement; e. VENDOR has refused or failed to provide the services as defined in this Agreement; f. VENDOR has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety (90) calendar days of such date; g. CITY has failed to make payments to VENDOR in accordance with the requirements of this Agreement; 1.24.2 In the event of Default,the VENDOR shall be liable for all damages resulting from the Default including: a. The difference between the amount that has been paid to the VENDOR and the amount required to complete the VENDOR's Services, provided the fees by the firm replacing the VENDOR are reasonable and the hourly rates do not exceed the VENDOR'S rates. This amount shall also include procurement and administrative costs incurred by the CITY. b. In the event of default by the City, VENDOR may suspend the Services pending receipt of such payment. RFQ CW24-001 General Engineering Consulting Services A-10 1.24.3. The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. 1.25 VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY. 1.26 The CITY's Representative during the performance of this Agreement shall be Keith Webber, or Designee. 1.27 The VENDOR's Representative during the performance of the Agreement shall be Joshua Baimel (JBaimel@jmt.com). 2. TERM. The initial Agreement period shall be for an initial term of two (2) years, commencing on 11/19/2024, and shall remain in effect through 11/18/2026.The City reserves the right to automatically renew the Agreement for two (2) two-year renewals subject to termination clause(s) as provided herein. The City requires firm fixed rates for the initial agreement term. Either party must give a sixty (60) calendar day(s)written notice prior to the Agreement anniversary date of the intent to not renew for the renewal term. The initial term and any exercised renewal terms are collectively referred to as the "Term." Automatic renewal terms will be based on the same terms, conditions, pricing, specifications, and services herein. The VENDOR understands and acknowledges that all services to be performed will be governed by this Agreement and that there is no guarantee of any assignment, minimum amount of professional services, compensation, or future work being given to the VENDOR. 3. Limited Term Extension: The CITY may, at its sole discretion and without further City Commission action, extend the term of this Agreement for an additional one-hundred and eighty (180) calendar days (the "limited term extension") by filing a written notice signed by the Vendor and the City's Purchasing Department. At no time shall this limited term extension extend more than one-hundred eighty (180) calendar days beyond the expiration date of this Agreement without further City Commission approval. The VENDOR will be reimbursed for these services at the rate in effect when this limited term extension clause was invoked by the CITY. 4. TIME OF PERFORMANCE/METHOD OF ORDERING SERVICES. 4.1. Services under this Agreement shall commence upon the CITY's written notice to the VENDOR through an executed Task Order. The VENDOR shall perform all Services and provide all work products required pursuant to this Agreement and the specific Task Order by the sequence of events, or unless the CITY grants an extension of time in writing. 4.2. Limitations. No Task Order issued under this Agreement will be valid if the estimated construction cost of the specific project or the study activity fee exceeds the amounts set forth in Section 287.055, Florida Statutes. 4.3. VENDOR shall complete each Task Order executed during the Term without regard to whether such completion would cause Services to be performed after the expiration date of this Agreement. Any Task Order for which performance extends beyond the Term may be amended after that expiration date, provided that any additional Services, time, and compensation are permitted under this Agreement. The terms and conditions of this Agreement shall continue to govern Task Orders notwithstanding the expiration of this Agreement. 5. PAYMENT. The VENDOR shall be paid by the CITY for completed work and for Services rendered as follows: a. Payment for the Services provided by VENDOR shall be made in accordance with the Fee Schedule as provided in Exhibit B attached hereto. RFQ CW24-001 General Engineering Consulting Services A-11 b. Payment as provided in this section by the CITY shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment, and incidentals necessary to complete the Services. c. Compensation for vendor's sub-consultants will be negotiated based on each Task Order. Compensation will be through a direct mark-up in accordance with the Fee Schedule attached hereto. Sub-consulting services shall be approved by the City's representative in writing prior to performance of the sub-consulting work. Consulting time for processing and management of the VENDOR's sub-consultant shall not be included in direct cost as the direct mark-up is applied for management efforts. d. The VENDOR may submit invoices to the CITY once per month during the progress of the Srevices for partial payment. Such invoices will be checked by the CITY, and upon approval thereof, payment will be made to the VENDOR in the amount approved. e. In certain cases where incremental billing for partially completed Services is permitted by the CITY's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f. Computation of Time Charges/Not-to-Exceed Method of Payment: When a service is to be compensated based on time charge/not-to-exceed method, the VENDOR shall submit a not- to-exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates,which shall not exceed the established hourly rates set forth in the Fee Schedule, plus any sub-consultant services and other related costs supporting the proposed Services. The CITY shall not be obligated to reimburse the VENDOR for costs incurred in excess of the total not-to-exceed cost amount. g. Final payment of any balance due to the VENDOR of the total Task Order price earned will be made promptly upon its ascertainment and verification by the CITY after the completion of the Services under this Agreement and its acceptance by the CITY. h. Final Invoice: In order for both parties herein to close their books and records, the VENDOR will clearly state"Final Invoice"on the VENDOR's final/last billing to the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, any other further charges, if not properly included on this invoice, are considered waived by the VENDOR. i. The VENDOR's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the CITY and State for a period of five (5) years after the termination of the Agreement. Copies shall be made available upon request. j. Hourly rates shall remain fixed and firm for the initial two (2) year period of this Agreement. Cost of subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes as determined by the City, have occurred in the industry, such increases shall not exceed 5% per year, or whichever is less, the latest yearly percentage increase in the All Urban Consumer Price Index (CPI-U) (National) as published by the Bureau of Labor Statistics, U.S. Department of Labor. The yearly increase or decrease in the CPI shall be based on the latest index published and available ninety (90) calendar days prior to the end of the Agreement year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) calendar days prior to the Agreement anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of this Agreement. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the VENDOR, a reasonable reduction in costs that reflect such changes in the industry. All rate increases above 2% must be approved by the City Commission on the recommendation of the Director of Financial Services. k. The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the CITY does not wish to accept the adjusted costs and the matter RFQ CW24-001 General Engineering Consulting Services A-12 cannot be resolved to the satisfaction of the CITY, the Agreement may be canceled by the CITY upon giving thirty(30)calendar days' written notice to the VENDOR. I. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes. 6. OWNERSHIP AND USE OF DOCUMENTS. Upon completion of any project / Task Order and final payment to VENDOR, all documents, drawings, specifications, and other materials produced by the VENDOR in connection with the services rendered under this Agreement shall be the property of the CITY whether the project for which they are made is executed or not. Notwithstanding the foregoing, the VENDOR shall maintain the rights to reuse standard details and other design copies, including reproducible copies, of drawings and specifications for information, reference, and use in connection with VENDOR's endeavors. Any use of the documents for purposes other than as originally intended by this Agreement,without the written consent of VENDOR, shall be at the CITY's sole risk and without liability to VENDOR and VENDOR's sub-consultants. 7. FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 8. WARRANTIES AND REPRESENTATIONS. VENDOR represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this Agreement and that it will retain and assign qualified professionals to all assigned projects during the term of this Agreement. VENDOR's Services shall meet or exceed the standard of care and skill ordinarily used by members of VENDOR's profession practicing under similar circumstances. In submitting its response to the RFQ, VENDOR has represented to CITY that certain individuals employed by VENDOR shall provide services to CITY pursuant to this Agreement. CITY has relied upon such representations. Therefore, VENDOR shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 9. COMPLIANCE WITH LAWS. VENDOR shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances, and regulations that are applicable to the services to be rendered under this Agreement. 10. INDEMNIFICATION. A. The VENDOR shall indemnify and hold harmless CITY and its current, past, and future officers and employees from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys'fees,to the extent caused by the negligence, recklessness,or intentionally wrongful conduct of VENDOR or other persons employed or utilized by VENDOR in the performance of this Agreement. Neither party to this Agreement shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect, or consequential damages of any kind, including but not limited to lost profits or use that may result from this Agreement or out of the services or goods furnished hereunder. B. The parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or§768.28, Fla. Stat., as may be amended from time to time. PURSUANT TO FLORIDA STATUTE, NO INDIVIDUAL DESIGN PROFESSIONAL EMPLOYED BY OR ACTING AS AN AGENT OF VENDOR MAY BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM THE NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF THIS AGREEMENT 11. INSURANCE. A. During the performance of the services under this Agreement, VENDOR shall maintain the following insurance policies, and provide originals or certified copies of all policies to CITY's Risk Management RFQ CW24-001 General Engineering Consulting Services A-13 Director. All policies shall be written by an insurance company authorized to do business in Florida. VENDOR shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any service pursuant to this Agreement: a. Worker's Compensation Insurance: The VENDOR shall procure and maintain for the life of this Agreement, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any subcontractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton Beach, executed by the insurance company. b. Comprehensive General Liability: The VENDOR shall procure and maintain for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an"Occurrence" basis. Coverage shall include Premises and Operations; Independent consultants, Products-Completed Operations, and Contractual Liability with specific reference to Article 7, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury, or property damage that could arise directly or indirectly from the performance of this Agreement. VENDOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/and $1,000.000 per occurrence/aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty(30)calendar days prior written notice to the CITY. c. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of this Agreement, Business Automobile Liability Insurance. The VENDOR shall maintain a minimum amount of$1,000,000 combined single limit for bodily injury and property damage liability to protect the VENDOR from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non-owned automobile, included rented automobiles, whether such operations be by the VENDOR or by anyone directly or indirectly employed by the VENDOR. d. Professional Liability (Errors and Omissions) Insurance: The VENDOR shall procure and maintain for the life of this Agreement in the minimum amount of $1,000,000 per occurrence. e. Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined appropriate by the CITY depending on the type of job and exposures contemplated. Coverage must follow the form of the General Liability, Auto Liability, and Employer's Liability. This coverage shall be maintained for a period of no less than the later of three (3) years after the delivery of goods/services or final payment pursuant to the Agreement. B. VENDOR shall provide the CITY with all Certificates of Insurance required under this section prior to beginning performance under this Agreement. Failure to maintain the required insurance will be considered a default of the Agreement. C. The CITY shall be named as an additional insured. The coverage shall contain no limitations on the scope of protection afforded to the CITY, its officers,officials,employees,or volunteers.A current valid insurance policy meeting the requirements herein identified shall be maintained during the duration of this Agreement, and shall be endorsed to state that coverage shall not be suspended, voided, or canceled by either party, reduced in coverage in limits except after thirty (30) calendar days prior written notice by either certified mail, return receipt requested, has been given to the CITY. D. The CITY reserves the right to reasonably require any additional insurance coverage or increased limits as determined necessary by the Risk Management Director. The CITY reserves the right to review, modify, reject, or accept any required policies of insurance, including limits, coverage, or endorsements throughout the term of the Agreement. RFQ CW24-001 General Engineering Consulting Services A-14 12. INDEPENDENT VENDOR/CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an independent vendor/contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither VENDOR nor any employee of VENDOR shall be entitled to any benefits accorded CITY employees by virtue of the services provided under this Agreement. The CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to VENDOR, or any employee of VENDOR. 13. COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the VENDOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the VENDOR any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 14. TRUTH-IN-NEGOTIATION CERTIFICATE. A. Execution of this Agreement by the VENDOR shall act as the execution of a truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement is accurate, complete, and current as of the date of the Agreement and no higher than those charged the VENDOR's most favored customer for the same or substantially similar service. B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non-current wage rates or due to inaccurate representations of fees paid to outside VENDORs. The CITY shall exercise its rights under this "Certificate"within one (1) year following payment. 15. SUBCONTRACTING. A. VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY B. The CITY reserves the right to accept the use of a sub-consultant or to reject the selection of a particular sub-consultant and to inspect all facilities of any sub-consultant in order to make a determination as to the capability of the sub-consultant to perform properly under this Agreement. If the VENDOR uses any sub-consultants on this project, the following provisions of this Article shall apply: C. If a sub-consultant fails to perform or make progress, as required by this Agreement, and it is necessary to replace the sub-consultant to complete the Services in a timely fashion, the VENDOR shall promptly do so, subject to acceptance of the new sub-consultant by the CITY. The substitution of a sub-consultant shall not be adequate cause to excuse a delay in the performance of any portion of this Agreement as set forth in the Scope of Work or applicable Task Order. D. The VENDOR, its sub-consultants, agents, servants, or employees agree to be bound by the terms and conditions of this Agreement and its agreement with any sub-consultant for work to be performed for the CITY the VENDOR must incorporate the terms of this Agreement. 16. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 17. ASSIGNMENT. The VENDOR shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY. 18. NON-WAIVER. A waiver by either CITY or VENDOR of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or RFQ CW24-001 General Engineering Consulting Services A-15 acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. 19. TERMINATION. A. Termination for Convenience. This Agreement may be terminated by the CITY for convenience, upon fourteen (14) calendar days of written notice by the terminating party to the other party for such termination in which event the VENDOR shall be paid its compensation for services performed to the termination date, including services reasonably related to termination. In the event that the VENDOR abandons the Agreement or causes it to be terminated,the VENDOR shall indemnify the CITY against loss pertaining to this termination. B. Termination for Cause. In addition to all other remedies available to CITY, this Agreement shall be subject to cancellation by CITY for cause, should VENDOR neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by VENDOR of written notice of such neglect or failure. 20. DISPUTES. A. Any and all legal action necessary to enforce the terms of this Agreement shall be governed by the laws of the State of Florida. Any legal action arising from the terms of this Agreement shall be submitted to a court of competent jurisdiction exclusively located in Palm Beach County. B. Correction of Work. If, in the judgment of CITY, work provided by VENDOR does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, CITY reserves the right to require that VENDOR correct all deficiencies in the work to bring the work into conformance without additional cost to CITY, and/or replace any personnel who fail to perform in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-conformance and the quality of workmanship. C. Remedies in Default. In case of default by VENDOR, CITY shall notify VENDOR, in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct VENDOR to comply with all provisions of the Agreement. If the abandonment, delay, refusal,failure, neglect, or default is not cured within seven (7) calendar days of when notice was sent by CITY, CITY may declare a default of the Agreement and notify VENDOR of such declaration of default and terminate the Agreement. a. Upon such declaration of default, all payments remaining due VENDOR at the time of default, less all sums due CITY for damages suffered or expenses incurred by reason of default, shall be due and payable to VENDOR. b. CITY may complete the Agreement, or any part thereof, either by day labor, use of a subcontractor, or by re-letting a contract for the same, and procure the equipment and the facilities necessary for the completion of the Agreement, and charge the cost of same to VENDOR together with the costs incident thereto to such default. c. In the event CITY completes the Agreement at a lesser cost than would have been payable to VENDOR under this Agreement, if the same had been fulfilled by VENDOR, CITY shall retain such differences. Should such cost to CITY be greater, VENDOR shall pay the amount of such excess to the CITY. d. Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the Agreement at any time,whenever the service provided by VENDOR fails to meet reasonable standards of the trade after CITY gives written notice to the VENDOR of the deficiencies as set forth in the written notice within thirty (30) calendar days of the receipt by VENDOR of such notice from CITY. 21. UNCONTROLLABLE FORCES. 21.1 Neither the CITY nor VENDOR shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the RFQ CW24-001 General Engineering Consulting Services A-16 exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 21.2 Neither party shall, however, be excused from performance if non-performance is due to forces,which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. CITY PROVIDED INFORMATION AND SERVICES. 22.1 CITY shall furnish VENDOR available studies, reports, and other data pertinent to VENDOR'S services; obtain or authorize VENDOR to obtain or provide additional reports and data as required; furnish to VENDOR services of others required for the performance of VENDOR's Services hereunder, and VENDOR shall be entitled to use and rely upon all such information and services provided by CITY or others in performing VENDOR's Services under this Agreement. 23. ESTIMATES AND PROJECTIONS. 23.1 In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, VENDOR has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs; competitive bidding procedures and market conditions;time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, VENDOR makes no warranty that CITY's actual project costs, financial aspects, economic feasibility, or schedules will not vary from VENDOR's opinions, analyses, projections, or estimates. 24. THIRD PARTIES. 24.1 The services to be performed by VENDOR are intended solely for the benefit of CITY. No person or entity not a signatory to this Agreement shall be entitled to rely on VENDOR's performance of its services hereunder, and no right to assert a claim against VENDOR by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of VENDOR's services hereunder. 25. NOTICES. Notices to the CITY shall be sent to the following address: Daniel Dugger, City Manager City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, FL 33435 Telephone No. (561)742-6000 Notices to VENDOR shall be sent to the following address: ATTN: Sergio Quevedo; Karen Burns Johnson, Mirmiran &Thompson, Inc. Address: 3250 West Commercial Blvd. Suite 360 Fort Lauderdale, FL 33309 Phone: 954-492-9921 ; 407-562-4950 Email: squevedo a(�,jmt.com ; kburns(a�jmt.com RFQ CW24-001 General Engineering Consulting Services A-17 26. INTEGRATED AGREEMENT. This Agreement, together with RFQ and any addenda and/or attachments, represents the entire and integrated Agreement between the CITY and the VENDOR and supersedes all prior negotiations, representations, or agreements, written or oral. This Agreement may be amended only by written instrument signed by both CITY and VENDOR. 27. PUBLIC RECORDS.The CITY is a public agency subject to Chapter 119, Florida Statutes. The VENDOR shall comply with Florida's Public Records Law. Specifically, the VENDOR shall: A. Keep and maintain public records required by the CITY to perform the service; B. 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 Chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and, following completion of the Agreement, VENDOR shall maintain in a secured manner all copies of such confidential and exempt records remaining in its possession once the VENDOR transfers the records in its possession to the CITY; and D. Upon completion of the Agreement, VENDOR shall transfer to the CITY, at no cost to the CITY,all public records in VENDOR's possession.All records stored electronically by VENDOR 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 VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 TELEPHONE: 561-742-6060 CityClerk(a�bbfl.us 28. E-VERIFY. 28.1 VENDOR certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. Definitions for this Section: A. "Contractor, Vendor, Proposer, Consultant" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. B. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for a salary, wages, or other remuneration. RFQ CW24-001 General Engineering Consulting Services A-18 C. "E-Verify system" means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. 28.1.2 Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E- Verify System in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: A. All persons employed by a Contractor to perform employment duties within Florida during the term of the Agreement; B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and C. By entering into this Agreement, the Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. 28.1.3 Contract Termination. If the City has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09 (1), Fla. Stat., the contract shall be terminated 29. SCRUTINIZED COMPANIES 287.135 and 215.473. By execution of this Agreement, VENDOR certifies that VENDOR is not participating in a boycott of Israel. VENDOR further certifies that VENDOR is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has VENDOR been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The CITY shall provide notice, in writing, to VENDOR of the CITY's determination concerning the false certification. VENDOR shall have five(5)calendar days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, VENDOR shall have ninety (90) calendar days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If VENDOR does not demonstrate that the CITY's determination of false certification was made in error then the CITY shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 30. SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign immunity by the CITY or as a waiver of limits of liability or rights the CITY may have under the doctrine of sovereign immunity or under Section 768.28, Florida Statutes. 31. CONFLICTS. If there is a conflict or inconsistency between any term, statement, requirement, or provision of this Agreement, Exhibits, any Task Order, VENDOR's Proposal, or other documents incorporated into this Agreement, such conflict shall be resolved pursuant to the following order of precedence (1) this Agreement, (2)any Task Order, (3)the RFQ, and (4)VENDOR's Proposal. 32. COMPLIANCE WITH STATE ENERGY POLICY AND CONSERVATION ACT. VENDOR shall comply with all mandatory standards and policies relating to energy efficiency contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Pub. L. 94-163, 89 Stat. 871). 33. DOMESTIC PREFERENCE FOR PROCUREMENTS. As appropriate and to the extent consistent with law, the VENDOR should,to the greatest extent practicable, provide a preference for the purchase,acquisition,or RFQ CW24-001 General Engineering Consulting Services A-19 use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe;aggregates such as concrete;glass, including optical fiber; and lumber. 34. LICENSE AND DELIVERY OF WORKS SUBJECT TO COPYRIGHT AND DATA RIGHTS. If applicable,the VENDOR grants to CITY, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this Agreement, VENDOR will identify such data and grant to the CITY or acquire on its behalf a license of the same scope as for data first produced in the performance of this contract. Data,as used herein,shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this Agreement, VENDOR will deliver to the VENDOR data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this Agreement in formats acceptable by VENDOR. 35. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or any subcontractor will have access to an individual's personal identifying information under this Agreement. VENDOR represents and certifies: (i) VENDOR is not owned by the government of a foreign country of concern; (ii) the government of a foreign country of concern does not have a controlling interest in VENDOR; and (iii) VENDOR is not organized under the laws of and does not have its principal place of business in, a foreign country of concern. Prior to VENDOR and any subcontractor having access to personal identifying information pursuant to this Agreement, VENDOR and any subcontractor shall submit to City executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes. Compliance with the requirements of this section is included in the requirements of a proper invoice. Terms used in this section that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes. 36. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, VENDOR shall provide CITY with an affidavit attesting that the VENDOR does not use coercion for labor or services,in accordance with Section 787.06(13), Florida Statutes. 37. COUNTRIES OF CONCERN. VENDOR represents that it is, and for the duration of the Term will remain, in compliance with Section 286.101, Florida Statutes. 38. DULY LICENSED. VENDOR represents that it is duly licensed in Florida to perform the Services under this Agreement and that it will continue to maintain all licenses and approvals required to conduct its business. SIGNATURE PAGE FOLLOWS RFQ CW24-001 General Engineering Consulting Services A-20 "This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes." IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be considered an original on the following dates: DATED this J day of )6Afa Yl 1 , 24. CITY OF BOYNTON :'ACH /PP ,71 el4+21, . 0/( Ty Pens- •41111r%' ;yor (Authoriz2d Official Name), (Vendor) Sergio Quevedo, PE Print Name of Authorized Official Senior Vice President Title (Corporate Seal) 0.0`1T ON&`‘, c ORA'r •.'S 7 if $0c' � . 4 Attest/Authenticated: i >-: S i ~' ORPORP��o• W,tness •• QVQQ': FLO = Karen M. Burns Print Name Approved as to Form: //j tia Shawna G. Lamb, Office of the City Attorney Attes 1 '.4 r/' 'Sr Maylee D: Je: s, City Clerk RFQ CW24-001 General Engineering Consulting Services A-21 EXHIBIT A Form of Task Order CITY OF BOYNTON BEACH General Engineering Consulting Services Task Order Task Order No. Consultant: 1. Task/Project. (Insert title and brief description) 2. Detailed Scope of Professional Services. A detailed scope of services under this Task Order, in accordance with the phases of service detailed in the Agreement, is attached as Exhibit 3. Deliverables and Schedule. For study/design related services: Consultant shall deliver to the City the deliverables specified at the time indicated on the attached Exhibit For project administration services: Consultant shall provide project/construction administration services in accordance with the Agreement and project schedule. 4. Compensation. The total estimated construction costs of the Project or the cost of the study or report for this Task Order may not exceed the amounts set forth in Section 287.055, Florida Statutes. The total Fee to be paid to the Consultant under this Task Order shall not exceed , based on the hourly rates currently in effect under the Agreement. A detailed fee schedule is attached as Exhibit The payment schedule (based on deliverables) is attached as Exhibit 5. Agreement Reference. This Task Order shall be performed under the terms and conditions described within the General Engineering Consulting Services Agreement, dated , 20 , by and between the City of Boynton Beach and ("Consultant"), Contract No. 6. Insurance. Consultant shall maintain insurance coverages in accordance with the Agreement and hereby confirms that Certificate(s) of Insurance evidencing current policies meeting the requirements of the Agreement are on file with the City as of the date of this Task Order. 7. Exhibits. All attached Exhibits are incorporated fully into this Task Order and the Agreement. RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A 8. Notice to Proceed (Task Order Form and Purchase Order). E If checked, Consultant's receipt of a fully-executed copy of this Task Order and Purchase Order (PO) shall serve as the Notice to Proceed under this Task Order, effective as of the date the fully-executed Task Order was emailed to the Consultant. ❑ If checked, Consultant shall commence Services under this Task Order as specified in a forthcoming Purchase Order (PO) and Notice to Proceed. CONSULTANT: CITY OF BOYNTON BEACH By: By: Daniel Dugger, City Manager Print Name: Date: , 20 Date: , 20 City Attorney's Office Approved as to form and legality By: RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A EXHIBIT B Fee Schedule PERSONNEL CLASSIFICATIONS HOURLY RATE Principal $350.00 Project Manager $290.00 Senior Engineer $310.00 Engineering Technician $130.80 Engineer — $182.00 Staff Engineer $127.10 Environmental Specialist $201.50 Environmental Technician $114.10 Project Administrator $226.30 Senior Inspector(Transportation) $136.40 Inspector(Transportation) $102.30 Designer $127.10 Senior Designer $165.00 Chief Designer $168.20 GIS Specialist $150.90 CADD/Technician $114.10 Transportation Planner $272.70 Transportation Planning Technician $130.80 Public Relations Specialist $159.70 Construction Inspector — $102.30 Assistant Construction Support Specialist $102.80 Construction Support Specialist $152.60 Grant Analyst $127.10 Grant Specialist $255.80 Clerical/Administrative $88.40 Reimbursable Expenses: Direct costs such as postage, prints, and delivery services will be billed at cost. Mark-up % Sub-Consultants Fee: 0 RFQ CW24-001 General Engineering Consulting Services Fee Schedule Exhibit B ATTACHMENT "A" City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts,leases,and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured.This is done by providing a Certificate of Insurance listing the City as "Certificate Holder" and "The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+"or higher. (NOTE:An insurance contract or binder may be accepted as proof of insurance if a Certificate is provided upon selection of vendor.) Thefollowing is a list of types of insurance required of contractors, lessees, etc., and the limits required by the City: (NOTE:This list is not all inclusive, and the City reserves the right to require additional types of insurance, or to raise orlower the stated limits,based upon identified risk.) TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners & Contractor's Protective (OCP) Personal&Adv. Injury $ 1,000,000.00 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage (any one fire) $ 50,000.00 Broad Form Vendors Med. Expense(any one person) $ 5,000.00 Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability Professional Liability Aggregate $1,000,000.00 Automobile Liability Combined Single Limit $1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos • Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease, Policy Limit $ 1,000,000.00 Disease Each Employe $ 1,000,000.00 • Property: Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other-As Risk Identified to be determined • INSURANCE ADVISORY FORM RFQ CW24-001 General Engineering Consulting Services Insurance Advisory ATTACHMENT "B" (jc U 4r0 I AFFIDAVIT OF COMPLIANCE WITH FOREIGN ENTITY LAWS The undersigned,on behalf of the entity listed below("Entity"), hereby attests under penalty of perjury as follows: 1. Entity is not owned by the government of a foreign country of concern as defined in Section 287.138, Florida Statutes. (Source: § 287.138(2)(a), Florida Statutes) 2. The government of a foreign country of concern does not have a controlling interest in Entity. (Source: §287.138(2)(b), Florida Statutes) 3. Entity is not organized under the laws of, and does not have a principal place of business in, a foreign country of concern. (Source: § 287.138(2)(c), Florida Statutes) 4. The undersigned is authorized to execute this affidavit on behalf of Entity. x.H0./( Date: October 14 , 2024 Signed: Entity: Johnson, Mirmiran &Thompson, Inc. Name: Sergio Quevedo, PE, PTOE, RSP1 Title: Senior Vice President STATE OF Florida COUNTY OF Broward The foregoing instrument was acknowledged before me, by means of Vl physical presence or❑ online notarization, this 14th day of October , 20 24, by Sergio Quevedo, PE, PTOE, RSP1 as Senior Vice President for Johnson, Mirmiran & Thompson, Inc. rwhn iS narcnnally known to mplor who has produced as identification. Notary Public Signature: 7 State of Florida at Large (Seal) Print Name: Iris Cheung I IRIS CHEUNG ap��•.,a��� notary Public•State of Flcrda ;dominion Y NH 447267 M1 my Comm.Wires Jct 2C 2027 Bended throur National Notary Assn.• My commission expires: 10/20/2027 Affidavit of Compliance with Foreign Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Consulting Services Affidavit of Compliance with Foreign Entity Laws rr��Y0 a l (\''' _ u 4.roN1 AFFIDAVIT OF COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS In accordance with section 787.06 (13), Florida Statutes, the undersigned, on behalf of the entity listed below ("Entity"), hereby attests under penalty of perjury that: Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking." Date: October 14 20 24 Signed: Entity: Johnson,Mirmiran&Thompson,Inc. Name: Sergio Quevedo, PE, PTOE, RSP1 Title: Senior Vice President STATE OF Florida COUNTY OF Broward The foregoing instrument was acknowledged before me, by means of VI physical presence or ❑ online notarization, this October 14 _ day of -, 20 24 by Sergio Qaedo,PE Senior Vice President for Johnson,Mirmiran&Thompson, Inc. , who is (nersonaIiv knnwn to mer who has produced as identification. Notary Public Signature: '(LL 11«, State of Florida at Large(Seal) Print Name: Iris Cheung NeEUecotrlcraa Ctwnm,won HH 441261 My Comm.Eepfref s Ott 20.2021 8cnced throw ean_nal Notary ASn. I My commission expires: 10/20/2027 Affidavit of Compliance with Anti-Human Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Services Affidavit of Compliance with Anti-Human Trafficking Laws ��Y OR, I (� r o u ETON bb GENERAL ENGINEERING CONSULTING SERVICES AGREEMENT This Agreement ("Agreement"), is entered into between the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as"CITY", and Jacobs Engineering Group, Inc. a [type of entity: corporation] authorized to do business in the State of Florida, with a business address of 550 West Cypress Creek Road, Suite 400, Fort Lauderdale, FL 33309, hereinafter referred to as "VENDOR". In consideration of the mutual benefits, terms, and conditions hereinafter specified, the Parties agree as set forth below. WHEREAS, the CITY solicited proposals for a non-exclusive agreement to perform General Engineering Consulting Services, and WHEREAS, the CITY issued a Request for Qualification for General Engineering Consulting Services; and WHEREAS, RFQ No. CW24-001 defined Scope of Services for General Engineering Consulting Services; and WHEREAS, the CITY determined that VENDOR was qualified for appointment to perform the scope of services set forth in RFQ No. CW24-001; and WHEREAS, the CITY Commission on July 16, 2024, determined that VENDOR was qualified for appointment to perform the scope of services set forth in the Request For Qualifications RFQ No. CW24-001; and NOW, THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows: 1. SERVICES AND RESPONSIBILITIES. 1.1 VENDOR hereby agrees to perform the General Engineering Consulting Services, by way of individual Task Orders, at the request of the CITY during the term of this Agreement as more particularly described in the Request for Qualifications RFQ No. CW24-001 for General Engineering Consulting Services, which is incorporated herein by reference. The specific projects that may be assigned to the VENDOR are in conjunction with the specific ® box next to the Scope Category: Scope Category A Water Plant Modifications, Capacity and Operations Evaluation ❑Scope Category B Infrastructure Improvements and Evaluations ❑Scope Category C Ancillary Studies and Services ❑Scope Category D Transportation Services ❑Scope Category E Architectural Services ®Scope Category F Hydrogeological Services ❑Scope Category G Green Infrastructure, Sustainability, and Resiliency Services ❑Scope Category H Geotechnical Services ❑Scope Category J Civil Land Development Services ❑Scope Category K Recreation and Parks Services RFQ CW24-001 General Engineering Consulting Services A-1 1.2 The VENDOR agrees to perform work assigned by Task Order(s) (the "Services") under such terms as set forth in the Task Order(s). The Task Order Form is attached hereto as Exhibit A. The terms of the Task Order(s)shall be supplemental to the terms of this Agreement. 1.3 VENDOR shall furnish all services, labor, equipment, supplies, and materials necessary and as may be required in the performance of this Agreement, except as otherwise specifically provided for herein, and all Services performed under this Agreement shall be done in a professional manner. 1.4 VENDOR assumes professional and technical responsibility for performance of its services to be provided hereunder in accordance with recognized professional and ethical guidelines established by their profession. If within one year following completion of its services, such services fail to meet the aforesaid standards, and the CITY promptly advises VENDOR thereof in writing, VENDOR agrees to re-perform such deficient services without charge to the CITY. 1.5 The relationship between CITY and VENDOR created hereunder and the services to be provided by VENDOR pursuant to this Agreement are non-exclusive. CITY shall be free to pursue and engage similar relationships with other VENDORS to perform the same or similar services performed by VENDOR hereunder, so long as no other consultant shall be engaged to perform the specific project(s)assigned to VENDOR while VENDOR is so engaged without first terminating such assignment. VENDOR shall be free to pursue relationships with other parties to perform the same or similar services, whether or not such relationships are for services to be performed within the CITY, so long as no such relationship shall result in a conflict of interest, ethical or otherwise, with the CITY's interests in the services provided by VENDOR hereunder. 1.6 The VENDOR is responsible for defects in its work and in the work of its Sub consultants'. 1.7 PRELIMINARY SERVICES PHASE: The VENDOR shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The VENDOR shall attend meetings with the CITY Commission and CITY staff as may be required, and provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents. 1.7.1 During the preliminary services phase, the VENDOR shall advise the CITY, based on VENDOR'S professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project;VENDOR to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY'S needs for surveys; perform site evaluations and comparative studies of prospective site and solutions; and prepare and furnish a report to the City setting forth the VENDOR'S findings and recommendations. 1.7.2 Preliminary design services to be performed by the VENDOR shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 1.7.3 VENDOR shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed project; and/or 1.7.4 Upon authorization of the CITY, the VENDOR will provide advice and assistance relating to operation and maintenance of project or other systems;evaluate and report on operations; assist the CITY in matters relating to regulatory agency operations RFQ CW24-001 General Engineering Consulting Services A-2 review or operating permit non-compliance; assist with startup and operator training for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project. 1.8 BASIC SERVICES: The VENDOR shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY. 1.9 FINAL DESIGN SERVICES shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits, and landfill permits. 1.9.1 The VENDOR based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule, or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical, and electrical systems, and any other requirements or systems, materials and such other elements as may be appropriate for a complete project. The VENDOR shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1.9.2 The VENDOR based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY. The Construction Documents shall consist of drawings and specifications setting forth in detail the requirements for the construction of the project. 1.9.3 The VENDOR shall assist the CITY in the preparation of the necessary proposal information and forms. 1.9.4 The VENDOR shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1.9.5 The VENDOR shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1.9.6 VENDOR shall include in the Construction Documents a requirement that the construction contractor shall provide a final as-built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked-up construction drawings to the VENDOR so that the VENDOR can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1.9.7 Prior to final approval of the Construction Documents by the CITY,the VENDOR shall conduct a thorough review and quality control evaluation of the entire work product for compliance with the requirements of any local, state, or federal agency from which a permit or other approval is required. The VENDOR shall make sure that all necessary approvals have taken place. RFQ CW24-001 General Engineering Consulting Services A-3 1.9.8 Prior to each phased submittal, the VENDOR shall conduct a thorough quality control review and assessment of the work product to determine whether the work is properly coordinated and confirm that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The VENDOR shall provide to the CITY a Quality Assurance and Quality Control plan in a format that advises the CITY that all work has been performed as required. A report shall be submitted in accordance with those standards to apprise the CITY that due care has been taken in the preparation of the Contract Documents. 1.9.9 The VENDOR shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable. The VENDOR shall comply with all of its governing laws, rules, regulations, codes, directives, and other applicable federal, state, and local requirements in preparation of the work. 1.10 The VENDOR shall provide the construction documents, technical specifications, and drawings completed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 1.11 The VENDOR, following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost, shall, when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals and assist in preparing contracts for construction. 1.11.1 The VENDOR shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY'S Procurement Administrative Policy Manual. 1.11.2 Any Opinion of the Construction Cost prepared by VENDOR represents its judgment as a design professional and is supplied for the general guidance of the CITY. Since VENDOR has no control over market conditions, VENDOR does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to the CITY. If the project is not advertised for proposals within three (3) months after delivery of Final Design Plans,through no fault of the VENDOR or if either local market conditions or industry-wide prices have changed because of unusual or unanticipated events affecting the general level of prices or times of delivery in the construction industry, the established Construction Cost limit may be adjusted as determined by the CITY'S Representative and as approved by the CITY, if necessary. Additionally, if the CITY expands a project scope of work after the VENDOR renders the Final estimated probable Construction Cost of the Final Design Plans, the VENDOR shall not be responsible for any redesign without compensation, which shall be mutually agreed to by the parties hereto. 1.11.3 The VENDOR shall provide the CITY with a list of recommended prospective bidders. 1.11.4 The VENDOR shall attend all pre-proposal/per-bid conferences. 1.11.5 The VENDOR shall recommend any addenda, through the CITY'S representative as appropriate, to clarify, correct, or change proposal documents. 1.11.6 If Pre-Qualification of bidders is required as set forth in the Request for Proposals, Request for Qualifications or Invitation to Bid (two-step bid process), VENDOR shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.11.7 If requested, VENDOR shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY. 1.12 The CITY shall make decision on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the work after RFQ CW24-001 General Engineering Consulting Services A-4 receiving a recommendation from the VENDOR. The VENDOR shall check schedules, shop drawings and other submissions for the limited purpose of checking conformance with the concept of the project, and for compliance with the information given by the Construction Documents. The VENDOR shall also review change orders prepared and submitted by Contractor and review and make recommendations to the City for progress payments to the Contractor based on each project schedule of values and the percentage of work completed. The VENDOR will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the construction of the assigned task order projects. 1.12.1 The CITY shall maintain a record of all change orders, which shall be categorized to the various types, causes, etc. that may be determined useful and necessary for its purpose. 1.12.2 If the VENDOR is not the Construction Manager for the construction, the CITY shall notify the VENDOR within three (3) business days of the discovery of any architectural/engineering error or omission so that the VENDOR can be part of the negotiations resolving the claim between the CITY and the Contractor. 1.13 The VENDOR shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination, when the schedule of values is found to be appropriate, the VENDOR shall sign the schedule of values indicated in the belief that the schedule of values constitutes a reasonable, balanced basis for payment of the Application for Payment to the Contractor. 1.14 The VENDOR shall perform on-site construction observation of each project based on the Construction Documents in accordance with paragraph 1.19 "Resident Project Services" of this Agreement. The VENDOR observation shall determine the progress of the work completed, and whether the work is proceeding in a manner indicating that the work when fully competed will be in accordance with the Construction Documents. On the basis of site visits, the VENDOR will provide the CITY with a written report of each site visit in order to reasonably inform the CITY of the progress of the portion of the work completed. The VENDOR shall endeavor to identify for the CITY any defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. The VENDOR shall not have control over or charge of, or responsibility for the construction means, methods, techniques, sequences or procedures. or for safety precautions and programs in connection with the work, nor shall the VENDOR be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The VENDOR shall not have control over or charge of, and shall not be responsible for,acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. Based on such observation and the Contractor's Application for Payment, the VENDOR shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated. By issuing a Certificate of Payment, the VENDOR will also represent to the CITY that to the best of its information and belief, based on what its observation has revealed, the work is in accordance with the Construction Documents. The VENDOR shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1.15 The VENDOR shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings, and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY'S version of AutoCad formats for archival purposes. RFQ CW24-001 General Engineering Consulting Services A-5 1.16 The VENDOR shall attend regularly scheduled progress meetings on site bi-monthly or as otherwise determined based on a specific need established prior to construction by the CITY. 1.17 The VENDOR shall review change orders prepared and submitted by the Contractor for the CITY'S approval. VENDOR shall not authorize any changes in the work or time, no matter how minor, without prior written approval by the CITY. 1.18 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by VENDOR, which shall be timely completed by Contractor to the satisfaction of the CITY, written notification to Contractor by VENDOR that all releases of liens are satisfied, and written recommendation by VENDOR for final payment to the Contractor which shall be at the sole discretion of the CITY. 1.19 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the VENDOR will, if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ("Resident Project Representative") of the VENDOR. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project Representative will endeavor to identify for the CITY any defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but are not limited to the following: a. Conducting all pre-construction conferences; b. Conducting all necessary construction progress meetings; c. Observation of the work in progress to the extent authorized by the CITY; d. Receipt, review coordination, and disbursement of shop drawings and other submittals; e. Maintenance and preparation of progress reports; f. Field observation and verification of quantities of equipment and materials installed; g. Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; h. Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project-related documents, and at the completion of each project, deliver all such records to the CITY; i. Preparation, update, and distribution of a project budget with each project schedule; j. Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; k. Scheduling and conducting monthly progress meetings at which CITY, Engineer, general contractor, trade contractor, utilities representatives, and suppliers can jointly discuss such matters as procedures, progress, problems, and scheduling. I. Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and/or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; m. Development and implementation of a system for the preparation, review, and processing of change orders; n. Maintenance of a daily log of each project; o. Recording the progress of each project, and submission of written monthly progress reports to the CITY, including information on the Contractors'work and the percentage of completion; p. Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; and q. Securing and transmitting to the CITY, required guarantees; affidavits; releases; key manuals; record drawings; and maintenance stocks; The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the VENDOR or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided, however, that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the VENDOR. The Resident Project Representative shall not have control over or charge of, or responsibility for the construction means, methods, RFQ CW24-001 General Engineering Consulting Services A-6 techniques, sequences, or procedures, or for safety precautions and programs in connection with the work, nor shall the Resident Project Representative be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The Resident Project Representative shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the work. Although VENDOR shall not be responsible for health or safety programs or precautions related to CITY"s activities or those of CITY's other contractors and consultants or their respective subcontractors and vendors ("Contractors"), VENDOR shall nonetheless report to the Resident Project Representative health and safety conditions or deficiencies observed by VENDOR'S employees or representatives. VENDOR shall not be responsible for CITY's pre- existing site conditions or the aggravation of those preexisting site conditions to the extent not caused by the negligence or willful misconduct of VENDOR. VENDOR shall not be responsible for inspecting, observing, or correcting health or safety conditions or deficiencies of CITY, Contractors, or others at the project site ("Project Site") other than for VENDOR's employees, sub-consultants, and vendors. 1.20 ADDITIONAL SERVICES 1.20.1 When additional services are necessary, they shall be specified in the written Task Order. Examples of additional non-exclusive services are: a. Preparation of applications and supporting documents for private or governmental grants, loans, or advances in connection with any particular project. b. Services to make measured drawings of or to investigate existing conditions or facilities or to verify the accuracy of drawings or other information furnished by or to the CITY. c. Services resulting from significant changes in the general scope, extent, or character of any particular project or its design, including but not limited to changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the VENDOR'S control. d. Providing renderings or models for the CITY's use. e. Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out-of-sequence work. f. Investigations and studies involving but not limited to, detailed considerations of operations, maintenance, and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies; cash flow and economic evaluations, rate schedules, and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY. g. Assistance in connection with Proposal/proposal protests, re-bidding or re- negotiating contracts for construction, materials, equipment, or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the VENDOR (e.g. defective plans and/or specifications which inhibit contractors from submitting proposals) in which event there shall be no additional cost for the provision of such services. h. Preparing to serve or serving as a VENDOR or witness for the CITY in any litigation, arbitration, or other legal or administrative proceeding. RFQ CW24-001 General Engineering Consulting Services A-7 i. Additional services in connection with a project not otherwise provided for in this Agreement. j. Services in connection with a field order or change order requested by the CITY. k. Providing artwork, models, or renderings as requested by the CITY. 1.21 When required by the Construction Contract documents in circumstances beyond the VENDOR'S control, and upon the CITY'S authorization, it will furnish the following additional services. a. Services in connection with work changes necessitated by unforeseen conditions encountered during construction. b. Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the VENDOR. c. Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3)acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the VENDOR or if the VENDOR fails to notify the Contractor of the deficient quality of their workmanship pursuant to VENDOR'S duties as described in the Contract Documents, the VENDOR's additional services shall be deemed part of Basic Services and compensated as such. d. Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. e. Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and/or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. f. Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the VENDOR in which case such services shall be deemed Basic Services. Except when caused by a design error by the VENDOR, the cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. 1.22 CITY'S RESPONSIBILITIES 1.22.1 The CITY shall do the following in a timely manner so as not to delay the services of the VENDOR: 1.22.2 Designate in writing a person or persons to act as the CITY's representative with respect to the services to be rendered under this Agreement. Such person(s) shall have complete authority to transmit instructions and receive information with respect to the VENDOR'S services for a particular project. The CITY may have multiple CITY Representative(s) or project managers during the performance of this Agreement based on the specific Task Orders from each of the Scope Categories. 1.22.3 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. RFQ CW24-001 General Engineering Consulting Services A-8 1.22.4 Assist the VENDOR by providing, at the VENDOR's request, all available information pertinent to the Project, including previous reports and any other data relative to the design or construction of the project. 1.22.5 Furnish to the VENDOR, if required for the performance of VENDOR's services (except where otherwise furnished by the VENDOR as Additional Services), the following: 1.22.6 Data prepared by, or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests, and inspection of samples, materials, and equipment; 1.22.6.1 Appropriate professional interpretations of all of the foregoing; 1.22.6.2 Environmental assessment and impact statements; 1.22.6.3 Property, boundary, easement, right-of-way, topographic and utility surveys; 1.22.6.4 Property descriptions; 1.22.6.5 Zoning, deed, and other land use restrictions; 1.22.6.6 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the VENDOR; and 1.22.6.7 Arrange for access to make all provisions for the VENDOR to enter upon the CITY's property as required for the VENDOR to perform services under this Agreement. 1.22.6.8 Consistent with the professional standard of care and unless otherwise specifically provided herein, VENDOR shall be entitled to rely upon the accuracy of data and information provided by the CITY or others without independent review or evaluation. 1.23 SEQUENCE OF EVENTS 1.23.1 Following receipt of any Task Order, the VENDOR shall submit to the CITY, at least five (5) business days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations. 1.23.2 Task Orders will be issued to the VENDOR in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non-performance by VENDOR pursuant to this Agreement. 1.23.3 In accordance with the CITY's Purchasing Policy Manual, proposals received by the VENDOR as a result of a Task Order that exceeds the Procurement threshold amount, will require approval from CITY Commission before the execution of services. 1.23.4 When the CITY issues Task Orders to the VENDOR, each authorization shall contain a stated completion schedule. If caused by the negligent errors or omissions of VENDOR, failure of the VENDOR to meet the stated schedule shall constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. 1.23.5 It is anticipated and intended that the VENDOR will be authorized to begin new Task Order(s) on a "rolling" basis, as some already assigned Task Orders near timely RFQ CW24-001 General Engineering Consulting Services A-9 completion. If a subsequent Task Order is issued to the VENDOR before it has completed the current Task Order, the completion date for each Task Order will remain independent of each other so that the VENDOR will prioritize the uncompleted Task Order from the first Task Order and finish as soon as practical. Failure to complete the"older"Task Orders in a timely manner may adversely impact continued early authorization to start subsequent work. 1.23.6 When the VENDOR has exceeded the stated completion date, including any extension for extenuating circumstances, which may have been granted, a written notice of Default will be issued within seven (7) calendar days of the date that the default became active with a requirement of seven (7) calendar days to cure said default, to the VENDOR and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured. 1.23.7 Should the VENDOR exceed the assigned completion time, the CITY reserves the right not to issue to the VENDOR any further Task Order(s) until such time as it is no longer in default and the VENDOR has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent Task Orders. This restricted issuance provision may result in the VENDOR not being issued all of the planned work the CITY anticipated in this Agreement. The VENDOR shall have no right to the balance of any work or to any compensation associated with these non-issued Task Orders due to the VENDOR being rendered in default. 1.23.8 Should the VENDOR remain in default for a period of fifteen(15)consecutive calendar days beyond the time frame provided in Paragraph 1.23.6, the CITY may at its sole option retain another VENDOR to perform any Services arising out of this Agreement and/or terminate this Agreement. 1.24 DEFINITION OF DEFAULT 1.24.1 An event of default shall mean a material breach of this Agreement. Without limiting the generality of the foregoing and in addition to those instances referred to as a material breach, an event of default shall include the following: a. VENDOR has not performed services on a timely basis due to VENDOR's negligent errors or omissions; b. VENDOR has refused or failed to supply enough properly skilled personnel; c. VENDOR has failed to make prompt payments to VENDOR's sub-consultants or suppliers for any services after receiving payment from the CITY for such services or supplies; d. VENDOR has failed to obtain the approval of the CITY where required by this Agreement; e. VENDOR has refused or failed to provide the services as defined in this Agreement; f. VENDOR has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety (90)calendar days of such date; g. CITY has failed to make payments to VENDOR in accordance with the requirements of this Agreement; 1.24.2 In the event of Default, the VENDOR shall be liable for all damages resulting from the Default including: a. The difference between the amount that has been paid to the VENDOR and the amount required to complete the VENDOR's Services, provided the fees by the firm replacing the VENDOR are reasonable and the hourly rates do not exceed the VENDOR'S rates. This amount shall also include procurement and administrative costs incurred by the CITY. b. In the event of default by the City, VENDOR may suspend the Services pending receipt of such payment. RFQ CW24-001 General Engineering Consulting Services A-10 1.24.3. The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. 1.25 VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY. 1.26 The CITY's Representative during the performance of this Agreement shall be Keith Webber, or Designee. 1.27 The VENDOR's Representative during the performance of the Agreement shall be Raul Alfaro (raul.alfaro@jacobs). 2. TERM. The initial Agreement period shall be for an initial term of two (2) years, commencing on 11/19/2024, and shall remain in effect through 11/18/2026. The City reserves the right to automatically renew the Agreement for two (2) two-year renewals subject to termination clause(s) as provided herein. The City requires firm fixed rates for the initial agreement term. Either party must give a sixty (60) calendar day(s) written notice prior to the Agreement anniversary date of the intent to not renew for the renewal term. The initial term and any exercised renewal terms are collectively referred to as the "Term." Automatic renewal terms will be based on the same terms, conditions, pricing, specifications, and services herein. The VENDOR understands and acknowledges that all services to be performed will be governed by this Agreement and that there is no guarantee of any assignment, minimum amount of professional services, compensation, or future work being given to the VENDOR. 3. Limited Term Extension: The CITY may, at its sole discretion and without further City Commission action, extend the term of this Agreement for an additional one-hundred and eighty (180) calendar days (the "limited term extension") by filing a written notice signed by the Vendor and the City's Purchasing Department. At no time shall this limited term extension extend more than one-hundred eighty (180) calendar days beyond the expiration date of this Agreement without further City Commission approval. The VENDOR will be reimbursed for these services at the rate in effect when this limited term extension clause was invoked by the CITY. 4. TIME OF PERFORMANCE/METHOD OF ORDERING SERVICES. 4.1. Services under this Agreement shall commence upon the CITY's written notice to the VENDOR through an executed Task Order. The VENDOR shall perform all Services and provide all work products required pursuant to this Agreement and the specific Task Order by the sequence of events, or unless the CITY grants an extension of time in writing. 4.2. Limitations. No Task Order issued under this Agreement will be valid if the estimated construction cost of the specific project or the study activity fee exceeds the amounts set forth in Section 287.055, Florida Statutes. 4.3. VENDOR shall complete each Task Order executed during the Term without regard to whether such completion would cause Services to be performed after the expiration date of this Agreement. Any Task Order for which performance extends beyond the Term may be amended after that expiration date, provided that any additional Services, time, and compensation are permitted under this Agreement. The terms and conditions of this Agreement shall continue to govern Task Orders notwithstanding the expiration of this Agreement. 5. PAYMENT. The VENDOR shall be paid by the CITY for completed work and for Services rendered as follows: a. Payment for the Services provided by VENDOR shall be made in accordance with the Fee Schedule as provided in Exhibit B attached hereto. RFQ CW24-001 General Engineering Consulting Services A-11 b. Payment as provided in this section by the CITY shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment, and incidentals necessary to complete the Services. c. Compensation for vendor's sub-consultants will be negotiated based on each Task Order. Compensation will be through a direct mark-up in accordance with the Fee Schedule attached hereto. Sub-consulting services shall be approved by the City's representative in writing prior to performance of the sub-consulting work. Consulting time for processing and management of the VENDOR's sub-consultant shall not be included in direct cost as the direct mark-up is applied for management efforts. d. The VENDOR may submit invoices to the CITY once per month during the progress of the Srevices for partial payment. Such invoices will be checked by the CITY, and upon approval thereof, payment will be made to the VENDOR in the amount approved. e. In certain cases where incremental billing for partially completed Services is permitted by the CITY's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f. Computation of Time Charges/Not-to-Exceed Method of Payment: When a service is to be compensated based on time charge/not-to-exceed method, the VENDOR shall submit a not- to-exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates, which shall not exceed the established hourly rates set forth in the Fee Schedule, plus any sub-consultant services and other related costs supporting the proposed Services. The CITY shall not be obligated to reimburse the VENDOR for costs incurred in excess of the total not-to-exceed cost amount. g. Final payment of any balance due to the VENDOR of the total Task Order price earned will be made promptly upon its ascertainment and verification by the CITY after the completion of the Services under this Agreement and its acceptance by the CITY. h. Final Invoice: In order for both parties herein to close their books and records, the VENDOR will clearly state"Final Invoice"on the VENDOR's final/last billing to the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, any other further charges, if not properly included on this invoice, are considered waived by the VENDOR. i. The VENDOR's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the CITY and State for a period of five (5) years after the termination of the Agreement. Copies shall be made available upon request. j. Hourly rates shall remain fixed and firm for the initial two (2) year period of this Agreement. Cost of subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes as determined by the City, have occurred in the industry, such increases shall not exceed 5% per year, or whichever is less, the latest yearly percentage increase in the All Urban Consumer Price Index (CPI-U) (National) as published by the Bureau of Labor Statistics, U.S. Department of Labor. The yearly increase or decrease in the CPI shall be based on the latest index published and available ninety (90) calendar days prior to the end of the Agreement year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) calendar days prior to the Agreement anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of this Agreement. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the VENDOR, a reasonable reduction in costs that reflect such changes in the industry. All rate increases above 2% must be approved by the City Commission on the recommendation of the Director of Financial Services. k. The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the CITY does not wish to accept the adjusted costs and the matter RFQ CW24-001 General Engineering Consulting Services A-12 cannot be resolved to the satisfaction of the CITY, the Agreement may be canceled by the CITY upon giving thirty (30)calendar days'written notice to the VENDOR. I. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes. 6. OWNERSHIP AND USE OF DOCUMENTS. Upon completion of any project / Task Order and final payment to VENDOR, all documents, drawings, specifications, and other materials produced by the VENDOR in connection with the services rendered under this Agreement shall be the property of the CITY whether the project for which they are made is executed or not. Notwithstanding the foregoing, the VENDOR shall maintain the rights to reuse standard details and other design copies, including reproducible copies, of drawings and specifications for information, reference, and use in connection with VENDOR's endeavors. Any use of the documents for purposes other than as originally intended by this Agreement, without the written consent of VENDOR, shall be at the CITY's sole risk and without liability to VENDOR and VENDOR's sub-consultants. 7. FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 8. WARRANTIES AND REPRESENTATIONS. VENDOR represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this Agreement and that it will retain and assign qualified professionals to all assigned projects during the term of this Agreement. VENDOR's Services shall meet or exceed the standard of care and skill ordinarily used by members of VENDOR's profession practicing under similar circumstances. In submitting its response to the RFQ, VENDOR has represented to CITY that certain individuals employed by VENDOR shall provide services to CITY pursuant to this Agreement. CITY has relied upon such representations. Therefore, VENDOR shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 9. COMPLIANCE WITH LAWS. VENDOR shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances, and regulations that are applicable to the services to be rendered under this Agreement. 10. INDEMNIFICATION. A. The VENDOR shall indemnify and hold harmless CITY and its current, past, and future officers and employees from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys'fees,to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of VENDOR or other persons employed or utilized by VENDOR in the performance of this Agreement. Neither party to this Agreement shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect, or consequential damages of any kind, including but not limited to lost profits or use that may result from this Agreement or out of the services or goods furnished hereunder. B. The parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or§768.28, Fla. Stat., as may be amended from time to time. PURSUANT TO FLORIDA STATUTE, NO INDIVIDUAL DESIGN PROFESSIONAL EMPLOYED BY OR ACTING AS AN AGENT OF VENDOR MAY BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM THE NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF THIS AGREEMENT 11. INSURANCE. A. During the performance of the services under this Agreement, VENDOR shall maintain the following insurance policies, and provide originals or certified copies of all policies to CITY's Risk Management RFQ CW24-001 General Engineering Consulting Services A-13 Director. All policies shall be written by an insurance company authorized to do business in Florida. VENDOR shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any service pursuant to this Agreement: a. Worker's Compensation Insurance: The VENDOR shall procure and maintain for the life of this Agreement, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any subcontractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton Beach, executed by the insurance company. b. Comprehensive General Liability: The VENDOR shall procure and maintain for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations; Independent consultants, Products-Completed Operations, and Contractual Liability with specific reference to Article 7, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury, or property damage that could arise directly or indirectly from the performance of this Agreement. VENDOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/and $1,000.000 per occurrence/aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty(30)calendar days prior written notice to the CITY. c. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of this Agreement, Business Automobile Liability Insurance. The VENDOR shall maintain a minimum amount of$1,000,000 combined single limit for bodily injury and property damage liability to protect the VENDOR from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non-owned automobile, included rented automobiles, whether such operations be by the VENDOR or by anyone directly or indirectly employed by the VENDOR. d. Professional Liability (Errors and Omissions) Insurance: The VENDOR shall procure and maintain for the life of this Agreement in the minimum amount of $1,000,000 per occurrence. e. Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined appropriate by the CITY depending on the type of job and exposures contemplated. Coverage must follow the form of the General Liability, Auto Liability, and Employer's Liability. This coverage shall be maintained for a period of no less than the later of three (3) years after the delivery of goods/services or final payment pursuant to the Agreement. B. VENDOR shall provide the CITY with all Certificates of Insurance required under this section prior to beginning performance under this Agreement. Failure to maintain the required insurance will be considered a default of the Agreement. C. The CITY shall be named as an additional insured. The coverage shall contain no limitations on the scope of protection afforded to the CITY, its officers, officials, employees, or volunteers.A current valid insurance policy meeting the requirements herein identified shall be maintained during the duration of this Agreement, and shall be endorsed to state that coverage shall not be suspended, voided, or canceled by either party, reduced in coverage in limits except after thirty (30) calendar days prior written notice by either certified mail, return receipt requested, has been given to the CITY. D. The CITY reserves the right to reasonably require any additional insurance coverage or increased limits as determined necessary by the Risk Management Director. The CITY reserves the right to review, modify, reject, or accept any required policies of insurance, including limits, coverage, or endorsements throughout the term of the Agreement. RFQ CW24-001 General Engineering Consulting Services A-14 12. INDEPENDENT VENDOR/CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an independent vendor/contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither VENDOR nor any employee of VENDOR shall be entitled to any benefits accorded CITY employees by virtue of the services provided under this Agreement. The CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to VENDOR, or any employee of VENDOR. 13. COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the VENDOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the VENDOR any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 14. TRUTH-IN-NEGOTIATION CERTIFICATE. A. Execution of this Agreement by the VENDOR shall act as the execution of a truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement is accurate, complete, and current as of the date of the Agreement and no higher than those charged the VENDOR's most favored customer for the same or substantially similar service. B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non-current wage rates or due to inaccurate representations of fees paid to outside VENDORs. The CITY shall exercise its rights under this "Certificate"within one (1)year following payment. 15. SUBCONTRACTING. A. VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY B. The CITY reserves the right to accept the use of a sub-consultant or to reject the selection of a particular sub-consultant and to inspect all facilities of any sub-consultant in order to make a determination as to the capability of the sub-consultant to perform properly under this Agreement. If the VENDOR uses any sub-consultants on this project, the following provisions of this Article shall apply: C. If a sub-consultant fails to perform or make progress, as required by this Agreement, and it is necessary to replace the sub-consultant to complete the Services in a timely fashion, the VENDOR shall promptly do so, subject to acceptance of the new sub-consultant by the CITY. The substitution of a sub-consultant shall not be adequate cause to excuse a delay in the performance of any portion of this Agreement as set forth in the Scope of Work or applicable Task Order. D. The VENDOR, its sub-consultants, agents, servants, or employees agree to be bound by the terms and conditions of this Agreement and its agreement with any sub-consultant for work to be performed for the CITY the VENDOR must incorporate the terms of this Agreement. 16. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 17. ASSIGNMENT. The VENDOR shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY. 18. NON-WAIVER. A waiver by either CITY or VENDOR of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or RFQ CW24-001 General Engineering Consulting Services A-15 acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. 19. TERMINATION. A. Termination for Convenience. This Agreement may be terminated by the CITY for convenience, upon fourteen (14)calendar days of written notice by the terminating party to the other party for such termination in which event the VENDOR shall be paid its compensation for services performed to the termination date, including services reasonably related to termination. In the event that the VENDOR abandons the Agreement or causes it to be terminated,the VENDOR shall indemnify the CITY against loss pertaining to this termination. B. Termination for Cause. In addition to all other remedies available to CITY, this Agreement shall be subject to cancellation by CITY for cause, should VENDOR neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by VENDOR of written notice of such neglect or failure. 20. DISPUTES. A. Any and all legal action necessary to enforce the terms of this Agreement shall be governed by the laws of the State of Florida. Any legal action arising from the terms of this Agreement shall be submitted to a court of competent jurisdiction exclusively located in Palm Beach County. B. Correction of Work. If, in the judgment of CITY, work provided by VENDOR does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, CITY reserves the right to require that VENDOR correct all deficiencies in the work to bring the work into conformance without additional cost to CITY, and/or replace any personnel who fail to perform in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-conformance and the quality of workmanship. C. Remedies in Default. In case of default by VENDOR, CITY shall notify VENDOR, in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct VENDOR to comply with all provisions of the Agreement. If the abandonment, delay, refusal,failure, neglect,or default is not cured within seven (7) calendar days of when notice was sent by CITY, CITY may declare a default of the Agreement and notify VENDOR of such declaration of default and terminate the Agreement. a. Upon such declaration of default, all payments remaining due VENDOR at the time of default, less all sums due CITY for damages suffered or expenses incurred by reason of default, shall be due and payable to VENDOR. b. CITY may complete the Agreement, or any part thereof, either by day labor, use of a subcontractor, or by re-letting a contract for the same, and procure the equipment and the facilities necessary for the completion of the Agreement, and charge the cost of same to VENDOR together with the costs incident thereto to such default. c. In the event CITY completes the Agreement at a lesser cost than would have been payable to VENDOR under this Agreement, if the same had been fulfilled by VENDOR, CITY shall retain such differences. Should such cost to CITY be greater, VENDOR shall pay the amount of such excess to the CITY. d. Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the Agreement at any time,whenever the service provided by VENDOR fails to meet reasonable standards of the trade after CITY gives written notice to the VENDOR of the deficiencies as set forth in the written notice within thirty (30) calendar days of the receipt by VENDOR of such notice from CITY. 21. UNCONTROLLABLE FORCES. 21.1 Neither the CITY nor VENDOR shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the RFQ CW24-001 General Engineering Consulting Services A-16 exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 21.2 Neither party shall, however, be excused from performance if non-performance is due to forces, which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. CITY PROVIDED INFORMATION AND SERVICES. 22.1 CITY shall furnish VENDOR available studies, reports,and other data pertinent to VENDOR'S services; obtain or authorize VENDOR to obtain or provide additional reports and data as required; furnish to VENDOR services of others required for the performance of VENDOR's Services hereunder, and VENDOR shall be entitled to use and rely upon all such information and services provided by CITY or others in performing VENDOR's Services under this Agreement. 23. ESTIMATES AND PROJECTIONS. 23.1 In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, VENDOR has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs;competitive bidding procedures and market conditions;time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, VENDOR makes no warranty that CITY's actual project costs, financial aspects, economic feasibility, or schedules will not vary from VENDOR's opinions, analyses, projections, or estimates. 24. THIRD PARTIES. 24.1 The services to be performed by VENDOR are intended solely for the benefit of CITY. No person or entity not a signatory to this Agreement shall be entitled to rely on VENDOR's performance of its services hereunder, and no right to assert a claim against VENDOR by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of VENDOR's services hereunder. 25. NOTICES. Notices to the CITY shall be sent to the following address: Daniel Dugger, City Manager City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, FL 33435 Telephone No. (561) 742-6000 Notices to VENDOR shall be sent to the following address: ATTN: Didier Menard ; Raul Alfaro ; G.J Schers Jacobs Engineering Group, Inc. Address: 550 West Cypress Creek Road Suite 400 Fort Lauderdale, FL 33309 Phone: 407-496-1938 ; 904-881-9230 ; 239-404-0245 Email: Didier.Menard(@jacobs.com ; raul.alfaro(a�jacobs.com ; G.J.Schers(c�jacobs.com RFQ CW24-001 General Engineering Consulting Services A-17 26. INTEGRATED AGREEMENT. This Agreement, together with RFQ and any addenda and/or attachments, represents the entire and integrated Agreement between the CITY and the VENDOR and supersedes all prior negotiations, representations, or agreements, written or oral. This Agreement may be amended only by written instrument signed by both CITY and VENDOR. 27. PUBLIC RECORDS.The CITY is a public agency subject to Chapter 119, Florida Statutes. The VENDOR shall comply with Florida's Public Records Law. Specifically, the VENDOR shall: A. Keep and maintain public records required by the CITY to perform the service; B. 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 Chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and, following completion of the Agreement, VENDOR shall maintain in a secured manner all copies of such confidential and exempt records remaining in its possession once the VENDOR transfers the records in its possession to the CITY; and D. Upon completion of the Agreement, VENDOR shall transfer to the CITY, at no cost to the CITY,all public records in VENDOR's possession.All records stored electronically by VENDOR 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 VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 TELEPHONE: 561-742-6060 CityClerk(c�bbfl.us 28. E-VERIFY. 28.1 VENDOR certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. Definitions for this Section: A. "Contractor, Vendor, Proposer, Consultant" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for a salary, wages, or other remuneration. "Contractor"includes, but is not limited to, a vendor or consultant. B. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for a salary, wages, or other remuneration. RFQ CW24-001 General Engineering Consulting Services A-18 C. "E-Verify system" means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. 28.1.2 Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E- Verify System in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: A. All persons employed by a Contractor to perform employment duties within Florida during the term of the Agreement; B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and C. By entering into this Agreement, the Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. 28.1.3 Contract Termination. If the City has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09 (1), Fla. Stat., the contract shall be terminated 29. SCRUTINIZED COMPANIES 287.135 and 215.473. By execution of this Agreement, VENDOR certifies that VENDOR is not participating in a boycott of Israel. VENDOR further certifies that VENDOR is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has VENDOR been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The CITY shall provide notice, in writing, to VENDOR of the CITY's determination concerning the false certification. VENDOR shall have five(5)calendar days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, VENDOR shall have ninety (90)calendar days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If VENDOR does not demonstrate that the CITY's determination of false certification was made in error then the CITY shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 30. SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign immunity by the CITY or as a waiver of limits of liability or rights the CITY may have under the doctrine of sovereign immunity or under Section 768.28, Florida Statutes. 31. CONFLICTS. If there is a conflict or inconsistency between any term, statement, requirement,or provision of this Agreement, Exhibits, any Task Order, VENDOR's Proposal, or other documents incorporated into this Agreement, such conflict shall be resolved pursuant to the following order of precedence (1) this Agreement, (2)any Task Order, (3)the RFQ, and (4)VENDOR's Proposal. 32. COMPLIANCE WITH STATE ENERGY POLICY AND CONSERVATION ACT. VENDOR shall comply with all mandatory standards and policies relating to energy efficiency contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Pub. L. 94-163, 89 Stat. 871). 33. DOMESTIC PREFERENCE FOR PROCUREMENTS. As appropriate and to the extent consistent with law, the VENDOR should,to the greatest extent practicable, provide a preference for the purchase,acquisition, or RFQ CW24-001 General Engineering Consulting Services A-19 use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete;glass, including optical fiber; and lumber. 34. LICENSE AND DELIVERY OF WORKS SUBJECT TO COPYRIGHT AND DATA RIGHTS. If applicable,the VENDOR grants to CITY, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this Agreement, VENDOR will identify such data and grant to the CITY or acquire on its behalf a license of the same scope as for data first produced in the performance of this contract. Data, as used herein, shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this Agreement, VENDOR will deliver to the VENDOR data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this Agreement in formats acceptable by VENDOR. 35. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or any subcontractor will have access to an individual's personal identifying information under this Agreement. VENDOR represents and certifies: (i) VENDOR is not owned by the government of a foreign country of concern; (ii) the government of a foreign country of concern does not have a controlling interest in VENDOR; and (iii) VENDOR is not organized under the laws of and does not have its principal place of business in, a foreign country of concern. Prior to VENDOR and any subcontractor having access to personal identifying information pursuant to this Agreement, VENDOR and any subcontractor shall submit to City executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes. Compliance with the requirements of this section is included in the requirements of a proper invoice. Terms used in this section that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes. 36. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, VENDOR shall provide CITY with an affidavit attesting that the VENDOR does not use coercion for labor or services, in accordance with Section 787.06(13), Florida Statutes. 37. COUNTRIES OF CONCERN. VENDOR represents that it is, and for the duration of the Term will remain, in compliance with Section 286.101, Florida Statutes. 38. DULY LICENSED. VENDOR represents that it is duly licensed in Florida to perform the Services under this Agreement and that it will continue to maintain all licenses and approvals required to conduct its business. SIGNATURE PAGE FOLLOWS RFQ CW24-001 General Engineering Consulting Services A-20 "This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes." IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be considered an original on the following dates: DATED this /9 -day of kaiefn , 2� . CITY OF BOYNTON B/ CH Ty Penser. .LA'!s (Authorized Official Name), (Vendor) David Ashman Print Name of Authorized Official Vice President Title 0E.ERNG,h1 S •''p0.Po p • l'I OgOYN7- (Corporate Seal) S 0j' ;i� ••GORPORq.�'<11 SEAL iV:• S TF•�y111 111 • • EAL . NCO _ Attest/Authenticated: 1111� [,gyyp,RE li • RPORATED. ....... '11 '•.,•1920 • `�'.r4ORIDk Witness _Justin Johnson, Secretary Print Name Approved as to Form: j Shawna G. Lamb, Office of the City Attorney Attes Au' enti .ted: Ar Maylee Di Je`s, City Clerk I RFQ CW24-001 General Engineering Consulting Services A-21 EXHIBIT A Form of Task Order CITY OF BOYNTON BEACH General Engineering Consulting Services Task Order Task Order No. Consultant: 1. Task/Project. ( description) 2. Detailed Scope of Professional Services. A detailed scope of services under this Task Order, in accordance with the phases of service detailed in the Agreement, is attached as Exhibit 3. Deliverables and Schedule. For study/design related services: Consultant shall deliver to the City the deliverables specified at the time indicated on the attached Exhibit For project administration services: Consultant shall provide project/construction administration services in accordance with the Agreement and project schedule. 4. Compensation. The total estimated construction costs of the Project or the cost of the study or report for this Task Order may not exceed the amounts set forth in Section 287.055, Florida Statutes. The total Fee to be paid to the Consultant under this Task Order shall not exceed , based on the hourly rates currently in effect under the Agreement. A detailed fee schedule is attached as Exhibit The payment schedule (based on deliverables) is attached as Exhibit 5. Agreement Reference. This Task Order shall be performed under the terms and conditions described within the General Engineering Consulting Services Agreement, dated , 20 , by and between the City of Boynton Beach and ("Consultant"), Contract No. 6. Insurance. Consultant shall maintain insurance coverages in accordance with the Agreement and hereby confirms that Certificate(s) of Insurance evidencing current policies meeting the requirements of the Agreement are on file with the City as of the date of this Task Order. 7. Exhibits. All attached Exhibits are incorporated fully into this Task Order and the Agreement. RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A 8. Notice to Proceed (Task Order Form and Purchase Order). ❑ If checked, Consultant's receipt of a fully-executed copy of this Task Order and Purchase Order(PO) shall serve as the Notice to Proceed under this Task Order, effective as of the date the fully-executed Task Order was emailed to the Consultant. ❑ If checked, Consultant shall commence Services under this Task Order as specified in a forthcoming Purchase Order (PO) and Notice to Proceed. CONSULTANT: CITY OF BOYNTON BEACH By: By: Daniel Dugger, City Manager Print Name: David Ashman Date: , 20 24 Date: , 20_ City Attorney's Office Approved as to form and legality By: RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A EXHIBIT B Fee Schedule 1 URLY RATE Principal $290 Senior Project Manager $265 Project Manager $225 Senior Engineer $250 Process Engineer $150 Sr.Electrical Engineer $240 Electrical Engineer $150 Process Control/Inst.Engineer $150 Sr.Mechanical Engineer $240 Mechanical Engineer $150 Engineering Technician $125 Engineer $140 Staff Engineer $130 Architect $150 Senior Architect $225 Landscape Architect $185 Environmental Specialist $185 Inspector(Zoning&Landscape) $150 Inspector(Transportation) $150 Senior Landscape Architect $195 Senior Surveyor/Mapper $150 Surveyor/Field Survey Chief $165 Designer $130 Senior Designer $150 Urban Designer $165 Chief Designer $185 Hydrogeologist $140 Principal Hydrogeologist $225 Planning Technician $150 GIS Specialist $130 Senior Structural Engineer $240 Structural Engineer $150 CADD/Technician $130 Architectural CADD/Technician $130 Planner $150 Senior Planner $195 Transportation Planner $149 Transportation Planning Technician $130 Public Relations Specialist $200 Senior Construction Inspector $175 Construction Inspector $140 Rate Analyst $220 Senior Rate Analyst $250 Grant Analyst $175 Grant Specialist $200 Project Assistant $125 Clerical/Administrative $95 Reimbursable Expenses: Direct costs such as postage, prints, and delivery services will be billed at cost. Mark-up% Sub-Consultants Fee: 0% RFQ CW24-001 General Engineering Consulting Services Fee Schedule Exhibit B ATTACHMENT "A" City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts, leases,and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as "Certificate Holder" and "The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+" or higher. (NOTE:An insurance contractor binder may be accepted as proof of insurance if a Certificate is provided upon selection of vendor.) Thefollowing is a list of types of insurance required of contractors, lessees, etc., and the limits required by the City: (NOTE:This list is not all inclusive, and the City reserves the right to require additional types of insurance, or to raise orlower the stated limits, based upon identified risk.) TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners & Contractor's Protective (OCP) Personal &Adv. Injury $ 1,000,000.00 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage (any one fire) $ 50,000.00 Broad Form Vendors Med. Expense (any one person) $ 5,000.00 Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability Professional Liability Aggregate $ 1,000,000.00 Automobile Liability Combined Single Limit $ 1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease, Policy Limit $ 1,000,000.00 Disease Each Employe $ 1,000,000.00 Property: Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other-As Risk Identified to be determined INSURANCE ADVISORY FORM RFQ CW24-001 General Engineering Consulting Services Insurance Advisory ATTACHMENT "B" ��• iiV�w u 410N *47 AFFIDAVIT OF COMPLIANCE WITH FOREIGN ENTITY LAWS The undersigned, on behalf of the entity listed below("Entity"), hereby attests under penalty of perjury as follows: 1. Entity is not owned by the government of a foreign country of concern as defined in Section 287.138, Florida Statutes. (Source: § 287.138(2)(a), Florida Statutes) 2. The government of a foreign country of concern does not have a controlling interest in Entity. (Source: §287.138(2)(b), Florida Statutes) 3. Entity is not organized under the laws of, and does not have a principal place of business in, a foreign country of concern. (Source: § 287.138(2)(c), Florida Statutes) 4. The undersigned is authorized to execute this affidavit on behalf of Entity. Date: October 1 , 20 24 Signed: Entity: Jacobs Engineering Group, Inc. Name: David Ashman Title: Vice President STATE OF Florida COUNTY OF Orange The foregoing instrument was acknowledged before me, by means of❑ physical presence or D online notarization, this 1st day of October , 20 24, by David Ashman, as Vice President for Jacobs Engineering, Group, Inc. , who is personally known to me or who has produced as identification. I. Notary Public Signature: State of Florida at Large (Seal) Print Name: Noemi Arroyo I err NOUN ARROYO 1 f' W Notary YRc•State of Florida 1 f y®' Commission/NN 210156 ( Asy Caner Expires len 10.2026 My commission expires: Jan 10. 2026 Affidavit of Compliance with Foreign Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Consulting Services Affidavit of Compliance with Foreign Entity Laws r Oa. O \ V O if.' �tON AFFIDAVIT OF COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS In accordance with section 787.06 (13), Florida Statutes, the undersigned, on behalf of the entity listed below ("Entity"), hereby attests under penalty of perjury that: Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking." Date: October 1 , 20 — 24 Signet. Jacobs Engineering Group, Inc. David Ashman Entity: Name: _ Title: Vice President STATE OF Florida COUNTY OF Orange The foregoing instrument was acknowledged before me, by means of ❑ physical presence or D online notarization, this 1st day of October, 2024, by David Ashman, as Vice President for Jacobs Enginering Group, Inc. , who is personally known to me or who has produced as identification. Notary Public Signature: State of Florida at Large(Seal) Print Name: Noemi Arroyo MOM AMMO • mug Public State0001 Pon. I 3d t".:Z' J i�2i02 W cam.rsbn w.�o,zo:e My commission expires: Jan 10, 2026 Affidavit of Compliance with Anti-Human Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Services Affidavit of Compliance with Anti-Human Trafficking Laws V 00 L 4P 4.rott GENERAL ENGINEERING CONSULTING SERVICES AGREEMENT This Agreement ("Agreement"), is entered into between the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean Ave., Boynton Beach. FL 33435, hereinafter referred to as "CITY", and Hazen and Sawyer, P.C. dba Hazen and Sawyer a [type of entity corporation]authorized to do business in the State of Florida. with a business address of 2101 NW Corporate Boulevard, Suite 301, Boca Raton, FL 33431, hereinafter referred to as "VENDOR". In consideration of the mutual benefits, terms. and conditions hereinafter specified, the Parties agree as set forth below. WHEREAS, the CITY solicited proposals for a non-exclusive agreement to perform General Engineering Consulting Services, and WHEREAS, the CITY issued a Request for Qualification for General Engineering Consulting Services; and WHEREAS, RFQ No. CW24-001 defined Scope of Services for General Engineering Consulting Services; and WHEREAS, the CITY determined that VENDOR was qualified for appointment to perform the scope of services set forth in RFQ No. CW24-001; and WHEREAS, the CITY Commission on July 16, 2024, determined that VENDOR was qualified for appointment to perform the scope of services set forth in the Request For Qualifications RFQ No. CW24-001; and NOW, THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows: 1. SERVICES AND RESPONSIBILITIES. 1.1 VENDOR hereby agrees to perform the General Engineering Consulting Services, by way of individual Task Orders, at the request of the CITY during the term of this Agreement as more particularly described in the Request for Qualifications RFQ No. CW24-001 for General Engineering Consulting Services, which is incorporated herein by reference. The specific projects that may be assigned to the VENDOR are in conjunction with the specific ® box next to the Scope Category: ❑Scope Category A Water Plant Modifications, Capacity and Operations Evaluation ❑Scope Category B Infrastructure Improvements and Evaluations ❑Scope Category C Ancillary Studies and Services ❑Scope Category D Transportation Services ❑Scope Category E Architectural Services Scope Category F Hydrogeological Services ❑Scope Category G Green Infrastructure, Sustainability, and Resiliency Services EScope Category H Geotechnical Services ❑Scope Category J Civil Land Development Services ❑Scope Category K Recreation and Parks Services RFQ CW24-001 General Engineering Consulting Services A-1 1.2 The VENDOR agrees to perform work assigned by Task Order(s)(the"Services") under such terms as set forth in the Task Order(s). The Task Order Form is attached hereto as Exhibit A. The terms of the Task Order(s) shall be supplemental to the terms of this Agreement. 1.3 VENDOR shall furnish all services, labor, equipment, supplies, and materials necessary and as may be required in the performance of this Agreement, except as otherwise specifically provided for herein, and all Services performed under this Agreement shall be done in a professional manner. 1.4 VENDOR assumes professional and technical responsibility for performance of its services to be provided hereunder in accordance with recognized professional and ethical guidelines established by their profession. If within one year following completion of its services, such services fail to meet the aforesaid standards, and the CITY promptly advises VENDOR thereof in writing, VENDOR agrees to re-perform such deficient services without charge to the CITY. 1.5 The relationship between CITY and VENDOR created hereunder and the services to be provided by VENDOR pursuant to this Agreement are non-exclusive. CITY shall be free to pursue and engage similar relationships with other VENDORS to perform the same or similar services performed by VENDOR hereunder, so long as no other consultant shall be engaged to perform the specific project(s)assigned to VENDOR while VENDOR is so engaged without first terminating such assignment. VENDOR shall be free to pursue relationships with other parties to perform the same or similar services, whether or not such relationships are for services to be performed within the CITY, so long as no such relationship shall result in a conflict of interest, ethical or otherwise, with the CITY's interests in the services provided by VENDOR hereunder. 1.6 The VENDOR is responsible for defects in its work and in the work of its Sub consultants'. 1.7 PRELIMINARY SERVICES PHASE: The VENDOR shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The VENDOR shall attend meetings with the CITY Commission and CITY staff as may be required, and provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100%construction documents. 1.7.1 During the preliminary services phase, the VENDOR shall advise the CITY, based on VENDOR'S professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project;VENDOR to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY'S needs for surveys; perform site evaluations and comparative studies of prospective site and solutions; and prepare and furnish a report to the City setting forth the VENDOR'S findings and recommendations. 1.7.2 Preliminary design services to be performed by the VENDOR shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 1.7.3 VENDOR shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed project; and/or 1.7.4 Upon authorization of the CITY, the VENDOR will provide advice and assistance relating to operation and maintenance of project or other systems;evaluate and report on operations; assist the CITY in matters relating to regulatory agency operations RFQ CW24-001 General Engineering Consulting Services A-2 review or operating permit non-compliance; assist with startup and operator training for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project. 1.8 BASIC SERVICES: The VENDOR shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY. 1.9 FINAL DESIGN SERVICES shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits, and landfill permits. 1.9.1 The VENDOR based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule, or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical, and electrical systems, and any other requirements or systems, materials and such other elements as may be appropriate for a complete project. The VENDOR shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1.9.2 The VENDOR based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY. The Construction Documents shall consist of drawings and specifications setting forth in detail the requirements for the construction of the project. 1.9.3 The VENDOR shall assist the CITY in the preparation of the necessary proposal information and forms. 1.9.4 The VENDOR shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1.9.5 The VENDOR shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1.9.6 VENDOR shall include in the Construction Documents a requirement that the construction contractor shall provide a final as-built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked-up construction drawings to the VENDOR so that the VENDOR can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1.9.7 Prior to final approval of the Construction Documents by the CITY, the VENDOR shall conduct a thorough review and quality control evaluation of the entire work product for compliance with the requirements of any local, state, or federal agency from which a permit or other approval is required. The VENDOR shall make sure that all necessary approvals have taken place. RFQ CW24-001 General Engineering Consulting Services A-3 1.9.8 Prior to each phased submittal, the VENDOR shall conduct a thorough quality control review and assessment of the work product to determine whether the work is properly coordinated and confirm that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The VENDOR shall provide to the CITY a Quality Assurance and Quality Control plan in a format that advises the CITY that all work has been performed as required. A report shall be submitted in accordance with those standards to apprise the CITY that due care has been taken in the preparation of the Contract Documents. 1.9.9 The VENDOR shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable. The VENDOR shall comply with all of its governing laws, rules, regulations, codes, directives, and other applicable federal, state, and local requirements in preparation of the work. 1.10 The VENDOR shall provide the construction documents, technical specifications, and drawings completed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 1.11 The VENDOR, following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost, shall, when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals and assist in preparing contracts for construction. 1.11.1 The VENDOR shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY'S Procurement Administrative Policy Manual. 1.11.2 Any Opinion of the Construction Cost prepared by VENDOR represents its judgment as a design professional and is supplied for the general guidance of the CITY. Since VENDOR has no control over market conditions, VENDOR does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to the CITY. If the project is not advertised for proposals within three (3) months after delivery of Final Design Plans,through no fault of the VENDOR or if either local market conditions or industry-wide prices have changed because of unusual or unanticipated events affecting the general level of prices or times of delivery in the construction industry, the established Construction Cost limit may be adjusted as determined by the CITY'S Representative and as approved by the CITY, if necessary. Additionally, if the CITY expands a project scope of work after the VENDOR renders the Final estimated probable Construction Cost of the Final Design Plans, the VENDOR shall not be responsible for any redesign without compensation, which shall be mutually agreed to by the parties hereto. 1.11.3 The VENDOR shall provide the CITY with a list of recommended prospective bidders. 1.11.4 The VENDOR shall attend all pre-proposal/per-bid conferences. 1.11.5 The VENDOR shall recommend any addenda, through the CITY'S representative as appropriate, to clarify, correct, or change proposal documents. 1.11.6 If Pre-Qualification of bidders is required as set forth in the Request for Proposals, Request for Qualifications or Invitation to Bid (two-step bid process), VENDOR shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.11.7 If requested, VENDOR shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY. 1.12 The CITY shall make decision on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the work after RFQ CW24-001 General Engineering Consulting Services A-4 receiving a recommendation from the VENDOR. The VENDOR shall check schedules, shop drawings and other submissions for the limited purpose of checking conformance with the concept of the project, and for compliance with the information given by the Construction Documents. The VENDOR shall also review change orders prepared and submitted by Contractor and review and make recommendations to the City for progress payments to the Contractor based on each project schedule of values and the percentage of work completed. The VENDOR will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the construction of the assigned task order projects. 1.12.1 The CITY shall maintain a record of all change orders, which shall be categorized to the various types, causes, etc. that may be determined useful and necessary for its purpose. 1.12.2 If the VENDOR is not the Construction Manager for the construction, the CITY shall notify the VENDOR within three (3) business days of the discovery of any architectural/engineering error or omission so that the VENDOR can be part of the negotiations resolving the claim between the CITY and the Contractor. 1.13 The VENDOR shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination, when the schedule of values is found to be appropriate, the VENDOR shall sign the schedule of values indicated in the belief that the schedule of values constitutes a reasonable, balanced basis for payment of the Application for Payment to the Contractor. 1.14 The VENDOR shall perform on-site construction observation of each project based on the Construction Documents in accordance with paragraph 1.19 "Resident Project Services" of this Agreement. The VENDOR observation shall determine the progress of the work completed, and whether the work is proceeding in a manner indicating that the work when fully competed will be in accordance with the Construction Documents. On the basis of site visits, the VENDOR will provide the CITY with a written report of each site visit in order to reasonably inform the CITY of the progress of the portion of the work completed. The VENDOR shall endeavor to identify for the CITY any defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. The VENDOR shall not have control over or charge of, or responsibility for the construction means, methods, techniques, sequences or procedures. or for safety precautions and programs in connection with the work, nor shall the VENDOR be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The VENDOR shall not have control over or charge of,and shall not be responsible for,acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. Based on such observation and the Contractor's Application for Payment, the VENDOR shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated. By issuing a Certificate of Payment, the VENDOR will also represent to the CITY that to the best of its information and belief, based on what its observation has revealed, the work is in accordance with the Construction Documents. The VENDOR shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1.15 The VENDOR shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings, and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY'S version of AutoCad formats for archival purposes. RFQ CW24-001 General Engineering Consulting Services A-5 1.16 The VENDOR shall attend regularly scheduled progress meetings on site bi-monthly or as otherwise determined based on a specific need established prior to construction by the CITY. 1.17 The VENDOR shall review change orders prepared and submitted by the Contractor for the CITY'S approval. VENDOR shall not authorize any changes in the work or time, no matter how minor, without prior written approval by the CITY. 1.18 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by VENDOR, which shall be timely completed by Contractor to the satisfaction of the CITY,written notification to Contractor by VENDOR that all releases of liens are satisfied, and written recommendation by VENDOR for final payment to the Contractor which shall be at the sole discretion of the CITY. 1.19 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the VENDOR will, if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ("Resident Project Representative") of the VENDOR. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project Representative will endeavor to identify for the CITY any defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but are not limited to the following: a. Conducting all pre-construction conferences; b. Conducting all necessary construction progress meetings; c. Observation of the work in progress to the extent authorized by the CITY; d. Receipt, review coordination, and disbursement of shop drawings and other submittals; e. Maintenance and preparation of progress reports; f. Field observation and verification of quantities of equipment and materials installed; g. Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; h. Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project-related documents, and at the completion of each project, deliver all such records to the CITY; i. Preparation, update, and distribution of a project budget with each project schedule; j. Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; k. Scheduling and conducting monthly progress meetings at which CITY, Engineer, general contractor, trade contractor, utilities representatives, and suppliers can jointly discuss such matters as procedures, progress, problems, and scheduling. I. Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and/or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; m. Development and implementation of a system for the preparation, review, and processing of change orders; n. Maintenance of a daily log of each project; o. Recording the progress of each project, and submission of written monthly progress reports to the CITY, including information on the Contractors'work and the percentage of completion; p. Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; and q. Securing and transmitting to the CITY, required guarantees; affidavits; releases; key manuals; record drawings; and maintenance stocks; The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the VENDOR or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided, however, that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the VENDOR. The Resident Project Representative shall not have control over or charge of,or responsibility for the construction means, methods, RFQ Cw24-001 General Engineering Consulting Services A-6 techniques, sequences, or procedures, or for safety precautions and programs in connection with the work, nor shall the Resident Project Representative be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The Resident Project Representative shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the work. Although VENDOR shall not be responsible for health or safety programs or precautions related to CITY"s activities or those of CITY's other contractors and consultants or their respective subcontractors and vendors ("Contractors"), VENDOR shall nonetheless report to the Resident Project Representative health and safety conditions or deficiencies observed by VENDOR'S employees or representatives. VENDOR shall not be responsible for CITY's pre- existing site conditions or the aggravation of those preexisting site conditions to the extent not caused by the negligence or willful misconduct of VENDOR. VENDOR shall not be responsible for inspecting, observing, or correcting health or safety conditions or deficiencies of CITY, Contractors, or others at the project site ("Project Site") other than for VENDOR's employees, sub-consultants, and vendors. 1.20 ADDITIONAL SERVICES 1.20.1 When additional services are necessary, they shall be specified in the written Task Order. Examples of additional non-exclusive services are: a. Preparation of applications and supporting documents for private or governmental grants, loans, or advances in connection with any particular project. b. Services to make measured drawings of or to investigate existing conditions or facilities or to verify the accuracy of drawings or other information furnished by or to the CITY. c. Services resulting from significant changes in the general scope, extent, or character of any particular project or its design. including but not limited to changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the VENDOR'S control. d. Providing renderings or models for the CITY's use. e. Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out-of-sequence work. f. Investigations and studies involving but not limited to, detailed considerations of operations, maintenance, and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies; cash flow and economic evaluations, rate schedules, and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY. g. Assistance in connection with Proposal/proposal protests, re-bidding or re- negotiating contracts for construction, materials, equipment, or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the VENDOR (e.g. defective plans and/or specifications which inhibit contractors from submitting proposals) in which event there shall be no additional cost for the provision of such services. h. Preparing to serve or serving as a VENDOR or witness for the CITY in any litigation, arbitration, or other legal or administrative proceeding RFQ CW24-001 General Engineering Consulting Services A-7 i. Additional services in connection with a project not otherwise provided for in this Agreement. j. Services in connection with a field order or change order requested by the CITY. k. Providing artwork, models, or renderings as requested by the CITY. 1.21 When required by the Construction Contract documents in circumstances beyond the VENDOR'S control, and upon the CITY'S authorization, it will furnish the following additional services. a. Services in connection with work changes necessitated by unforeseen conditions encountered during construction. b. Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the VENDOR. c. Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor,3)acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the VENDOR or if the VENDOR fails to notify the Contractor of the deficient quality of their workmanship pursuant to VENDOR'S duties as described in the Contract Documents, the VENDOR's additional services shall be deemed part of Basic Services and compensated as such. d. Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. e. Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and/or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. f. Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the VENDOR in which case such services shall be deemed Basic Services. Except when caused by a design error by the VENDOR, the cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. 1.22 CITY'S RESPONSIBILITIES 1.22.1 The CITY shall do the following in a timely manner so as not to delay the services of the VENDOR: 1.22.2 Designate in writing a person or persons to act as the CITY's representative with respect to the services to be rendered under this Agreement. Such person(s) shall have complete authority to transmit instructions and receive information with respect to the VENDOR'S services for a particular project. The CITY may have multiple CITY Representative(s) or project managers during the performance of this Agreement based on the specific Task Orders from each of the Scope Categories. 1.22.3 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. RFQ CW24-001 General Engineering Consulting Services A-8 1.22.4 Assist the VENDOR by providing, at the VENDOR's request, all available information pertinent to the Project, including previous reports and any other data relative to the design or construction of the project. 1.22.5 Furnish to the VENDOR, if required for the performance of VENDOR's services (except where otherwise furnished by the VENDOR as Additional Services), the following: 1.22.6 Data prepared by, or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests, and inspection of samples, materials, and equipment; 1.22.6.1 Appropriate professional interpretations of all of the foregoing; 1.22.6.2 Environmental assessment and impact statements; 1.22.6.3 Property, boundary, easement, right-of-way, topographic and utility surveys; 1.22.6.4 Property descriptions; 1.22.6.5 Zoning, deed, and other land use restrictions; 1.22.6.6 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the VENDOR; and 1.22.6.7 Arrange for access to make all provisions for the VENDOR to enter upon the CITY's property as required for the VENDOR to perform services under this Agreement. 1.22.6.8 Consistent with the professional standard of care and unless otherwise specifically provided herein, VENDOR shall be entitled to rely upon the accuracy of data and information provided by the CITY or others without independent review or evaluation. 1.23 SEQUENCE OF EVENTS 1.23.1 Following receipt of any Task Order, the VENDOR shall submit to the CITY, at least five (5) business days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations. 1.23.2 Task Orders will be issued to the VENDOR in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non-performance by VENDOR pursuant to this Agreement. 1.23.3 In accordance with the CITY's Purchasing Policy Manual, proposals received by the VENDOR as a result of a Task Order that exceeds the Procurement threshold amount, will require approval from CITY Commission before the execution of services. 1.23.4 When the CITY issues Task Orders to the VENDOR, each authorization shall contain a stated completion schedule. If caused by the negligent errors or omissions of VENDOR, failure of the VENDOR to meet the stated schedule shall constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. 1.23.5 It is anticipated and intended that the VENDOR will be authorized to begin new Task Order(s) on a "rolling" basis, as some already assigned Task Orders near timely RFQ CW24-001 General Engineering Consulting Services A-9 completion. If a subsequent Task Order is issued to the VENDOR before it has completed the current Task Order, the completion date for each Task Order will remain independent of each other so that the VENDOR will prioritize the uncompleted Task Order from the first Task Order and finish as soon as practical. Failure to complete the"older"Task Orders in a timely manner may adversely impact continued early authorization to start subsequent work. 1.23.6 When the VENDOR has exceeded the stated completion date, including any extension for extenuating circumstances, which may have been granted, a written notice of Default will be issued within seven (7) calendar days of the date that the default became active with a requirement of seven (7) calendar days to cure said default, to the VENDOR and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured. 1.23.7 Should the VENDOR exceed the assigned completion time, the CITY reserves the right not to issue to the VENDOR any further Task Order(s) until such time as it is no longer in default and the VENDOR has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent Task Orders. This restricted issuance provision may result in the VENDOR not being issued all of the planned work the CITY anticipated in this Agreement. The VENDOR shall have no right to the balance of any work or to any compensation associated with these non-issued Task Orders due to the VENDOR being rendered in default. 1.23.8 Should the VENDOR remain in default for a period of fifteen(15)consecutive calendar days beyond the time frame provided in Paragraph 1.23.6, the CITY may at its sole option retain another VENDOR to perform any Services arising out of this Agreement and/or terminate this Agreement. 1.24 DEFINITION OF DEFAULT 1.24.1 An event of default shall mean a material breach of this Agreement. Without limiting the generality of the foregoing and in addition to those instances referred to as a material breach, an event of default shall include the following: a. VENDOR has not performed services on a timely basis due to VENDOR's negligent errors or omissions; b. VENDOR has refused or failed to supply enough properly skilled personnel; c. VENDOR has failed to make prompt payments to VENDOR's sub-consultants or suppliers for any services after receiving payment from the CITY for such services or supplies; d. VENDOR has failed to obtain the approval of the CITY where required by this Agreement; e. VENDOR has refused or failed to provide the services as defined in this Agreement; f. VENDOR has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety (90)calendar days of such date; g. CITY has failed to make payments to VENDOR in accordance with the requirements of this Agreement; 1.24.2 In the event of Default, the VENDOR shall be liable for all damages resulting from the Default including: a. The difference between the amount that has been paid to the VENDOR and the amount required to complete the VENDOR's Services, provided the fees by the firm replacing the VENDOR are reasonable and the hourly rates do not exceed the VENDOR'S rates. This amount shall also include procurement and administrative costs incurred by the CITY. b. In the event of default by the City, VENDOR may suspend the Services pending receipt of such payment. RFQ CW24-001 General Engineering Consulting Services A-10 1.24 3. The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. 1 25 VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY. The CITY's Representative during the performance of this Agreement shall be KeithWebber, 1.26 orDesignee. 1.27 The VENDOR's Representative during the performance of the Agreement shall be Gerrit • Bulman (GBulman@hazenandsawyer.com) 2. TERM. The initial Agreement period shall be for an initial term of two (2) years, commencing on 11/19/2024, and shall remain in effect through 11/18/2026. The City reserves the right to automatically renew the Agreement for two (2) two-year renewals subject to termination clause(s) as provided herein. The City requires firm fixed rates for the initial agreement term. Either party must give a sixty (60) calendar day(s) written notice prior to the Agreement anniversary date of the intent to not renew for the renewal term. The initial term and any exercised renewal terms are collectively referred to as the "Term." Automatic renewal terms will be based on the same terms, conditions, pricing, specifications, and services herein. The VENDOR understands and acknowledges that all services to be performed will be governed by this Agreement and that there is no guarantee of any assignment, minimum amount of professional services, compensation, or future work being given to the VENDOR. 3. Limited Term Extension. The CITY may, at its sole discretion and without further City Commission action, extend the term of this Agreement for an additional one-hundred and eighty (180) calendar days (the "limited term extension") by filing a written notice signed by the Vendor and the City's Purchasing Department. At no time shall this limited term extension extend more than one-hundred eighty (180) calendar days beyond the expiration date of this Agreement without further City Commission approval The VENDOR will be reimbursed for these services at the rate in effect when this limited term extension clause was invoked by the CITY. 4. TIME OF PERFORMANCE /METHOD OF ORDERING SERVICES. 4.1. Services under this Agreement shall commence upon the CITY's written notice to the VENDOR through an executed Task Order. The VENDOR shall perform all Services and provide all work products required pursuant to this Agreement and the specific Task Order by the sequence of events, or unless the CITY grants an extension of time in writing. 4.2. Limitations No Task Order issued under this Agreement will be valid if the estimated construction cost of the specific project or the study activity fee exceeds the amounts set forth in Section 287.055, Florida Statutes. 4.3. VENDOR shall complete each Task Order executed during the Term without regard to whether such completion would cause Services to be performed after the expiration date of this Agreement Any Task Order for which performance extends beyond the Term may be amended after that expiration date, provided that any additional Services, time, and compensation are permitted under this Agreement. The terms and conditions of this Agreement shall continue to govern Task Orders notwithstanding the expiration of this Agreement. 5 PAYMENT. The VENDOR shall be paid by the CITY for completed work and for Services rendered as follows: a. Payment for the Services provided by VENDOR shall be made in accordance with the Fee Schedule as provided in Exhibit B attached hereto. RFQ CW24-001 General Engineering Consulting Services A-11 b. Payment as provided in this section by the CITY shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment, and incidentals necessary to complete the Services. c. Compensation for vendor's sub-consultants will be negotiated based on each Task Order. Compensation will be through a direct mark-up in accordance with the Fee Schedule attached hereto. Sub-consulting services shall be approved by the City's representative in writing prior to performance of the sub-consulting work. Consulting time for processing and management of the VENDOR's sub-consultant shall not be included in direct cost as the direct mark-up is applied for management efforts. d. The VENDOR may submit invoices to the CITY once per month during the progress of the Srevices for partial payment. Such invoices will be checked by the CITY, and upon approval thereof, payment will be made to the VENDOR in the amount approved. e. In certain cases where incremental billing for partially completed Services is permitted by the CITY's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f. Computation of Time Charges/Not-to-Exceed Method of Payment: When a service is to be compensated based on time charge/not-to-exceed method, the VENDOR shall submit a not- to-exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates,which shall not exceed the established hourly rates set forth in the Fee Schedule, plus any sub-consultant services and other related costs supporting the proposed Services. The CITY shall not be obligated to reimburse the VENDOR for costs incurred in excess of the total not-to-exceed cost amount. g. Final payment of any balance due to the VENDOR of the total Task Order price earned will be made promptly upon its ascertainment and verification by the CITY after the completion of the Services under this Agreement and its acceptance by the CITY. h. Final Invoice: In order for both parties herein to close their books and records, the VENDOR will clearly state"Final Invoice"on the VENDOR's final/last billing to the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, any other further charges, if not properly included on this invoice, are considered waived by the VENDOR. i. The VENDOR's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the CITY and State for a period of five (5)years after the termination of the Agreement. Copies shall be made available upon request. j. Hourly rates shall remain fixed and firm for the initial two (2) year period of this Agreement. Cost of subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes as determined by the City, have occurred in the industry, such increases shall not exceed 5% per year, or whichever is less, the latest yearly percentage increase in the All Urban Consumer Price Index (CPI-U) (National) as published by the Bureau of Labor Statistics, U.S. Department of Labor. The yearly increase or decrease in the CPI shall be based on the latest index published and available ninety (90) calendar days prior to the end of the Agreement year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) calendar days prior to the Agreement anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of this Agreement. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the VENDOR, a reasonable reduction in costs that reflect such changes in the industry. All rate increases above 2% must be approved by the City Commission on the recommendation of the Director of Financial Services. k. The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the CITY does not wish to accept the adjusted costs and the matter RFQ CW24-001 General Engineering Consulting Services A-12 cannot be resolved to the satisfaction of the CITY, the Agreement may be canceled by the CITY upon giving thirty (30) calendar days' written notice to the VENDOR I. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes. 6 OWNERSHIP AND USE OF DOCUMENTS. Upon completion of any project / Task Order and final payment to VENDOR, all documents, drawings, specifications, and other materials produced by the VENDOR in connection with the services rendered under this Agreement shall be the property of the CITY whether the project for which they are made is executed or not. Notwithstanding the foregoing, the VENDOR shall maintain the rights to reuse standard details and other design copies, including reproducible copies, of drawings and specifications for information, reference, and use in connection with VENDOR's endeavors. Any use of the documents for purposes other than as originally intended by this Agreement, without the written consent of VENDOR, shall be at the CITY's sole risk and without liability to VENDOR and VENDOR's sub-consultants. 7 FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 8. WARRANTIES AND REPRESENTATIONS. VENDOR represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this Agreement and that it will retain and assign qualified professionals to all assigned projects during the term of this Agreement. VENDOR's Services shall meet or exceed the standard of care and skill ordinarily used by members of VENDOR's profession practicing under similar circumstances. In submitting its response to the RFQ, VENDOR has represented to CITY that certain individuals employed by VENDOR shall provide services to CITY pursuant to this Agreement. CITY has relied upon such representations. Therefore, VENDOR shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 9. COMPLIANCE WITH LAWS. VENDOR shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances, and regulations that are applicable to the services to be rendered under this Agreement. 10. INDEMNIFICATION. The VENDOR shall indemnify and hold harmless CITY and its current, past, and future officers and employees from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys'fees, to the extent caused by the negligence, recklessness,or intentionally wrongful conduct of VENDOR or other persons employed or utilized by VENDOR in the performance of this Agreement. Neither party to this Agreement shall be liable to any third party claiming directly or through the other respective party for any special, incidental indirect. or consequential damages of any kind. including but not limited to lost profits or use that may result from this Agreement or out of the services or goods furnished hereunder B. The parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or§768.28, Fla. Stat., as may be amended from time to time. PURSUANT TO FLORIDA STATUTE, NO INDIVIDUAL DESIGN PROFESSIONAL EMPLOYED BY OR ACTING AS AN AGENT OF VENDOR MAY BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM THE NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF THIS AGREEMENT 11 INSURANCE. A. During the performance of the services under this Agreement, VENDOR shall maintain the following insurance policies, and provide originals or certified copies of all policies to CITY's Risk Management RFQ CW24-001 General Engineering Consulting Services A-13 Director. All policies shall be written by an insurance company authorized to do business in Florida. VENDOR shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any service pursuant to this Agreement: a Worker's Compensation Insurance: The VENDOR shall procure and maintain for the life of this Agreement, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any subcontractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton Beach, executed by the insurance company. b Comprehensive General Liability: The VENDOR shall procure and maintain for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations; Independent consultants, Products-Completed Operations, and Contractual Liability with specific reference to Article 7, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury, or property damage that could arise directly or indirectly from the performance of this Agreement. VENDOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/and $1,000.000 per occurrence/aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty (30)calendar days prior written notice to the CITY. c. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of this Agreement, Business Automobile Liability Insurance. The VENDOR shall maintain a minimum amount of$1,000,000 combined single limit for bodily injury and property damage liability to protect the VENDOR from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non-owned automobile, included rented automobiles, whether such operations be by the VENDOR or by anyone directly or indirectly employed by the VENDOR. d. Professional Liability (Errors and Omissions) Insurance: The VENDOR shall procure and maintain for the life of this Agreement in the minimum amount of $1,000,000 per occurrence. e. Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined appropriate by the CITY depending on the type of job and exposures contemplated. Coverage must follow the form of the General Liability, Auto Liability, and Employer's Liability. This coverage shall be maintained for a period of no less than the later of three (3) years after the delivery of goods/services or final payment pursuant to the Agreement. B. VENDOR shall provide the CITY with all Certificates of Insurance required under this section prior to beginning performance under this Agreement. Failure to maintain the required insurance will be considered a default of the Agreement. C. The CITY shall be named as an additional insured. The coverage shall contain no limitations on the scope of protection afforded to the CITY, its officers, officials, employees, or volunteers.A current valid insurance policy meeting the requirements herein identified shall be maintained during the duration of this Agreement, and shall be endorsed to state that coverage shall not be suspended, voided, or canceled by either party, reduced in coverage in limits except after thirty (30) calendar days prior written notice by either certified mail, return receipt requested, has been given to the CITY. D The CITY reserves the right to reasonably require any additional insurance coverage or increased limits as determined necessary by the Risk Management Director. The CITY reserves the right to review, modify, reject, or accept any required policies of insurance, including limits, coverage, or endorsements throughout the term of the Agreement. RFQ CW24-001 General Engineering Consulting Services A-14 12. INDEPENDENT VENDOR/CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an independent vendor/contractor with respect to the services provided pursuant to this Agreement Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither VENDOR nor any employee of VENDOR shall be entitled to any benefits accorded CITY employees by virtue of the services provided under this Agreement. The CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to VENDOR, or any employee of VENDOR. 13 COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the VENDOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the VENDOR any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 14. TRUTH-IN-NEGOTIATION CERTIFICATE. A. Execution of this Agreement by the VENDOR shall act as the execution of a truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement is accurate, complete, and current as of the date of the Agreement and no higher than those charged the VENDOR's most favored customer for the same or substantially similar service. B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non-current wage rates or due to inaccurate representations of fees paid to outside VENDORs. The CITY shall exercise its rights under this "Certificate"within one (1) year following payment. 15. SUBCONTRACTING. A. VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY B. The CITY reserves the right to accept the use of a sub-consultant or to reject the selection of a particular sub-consultant and to inspect all facilities of any sub-consultant in order to make a determination as to the capability of the sub-consultant to perform properly under this Agreement. If the VENDOR uses any sub-consultants on this project. the following provisions of this Article shall apply: C. If a sub-consultant fails to perform or make progress, as required by this Agreement, and it is necessary to replace the sub-consultant to complete the Services in a timely fashion, the VENDOR shall promptly do so, subject to acceptance of the new sub-consultant by the CITY. The substitution of a sub-consultant shall not be adequate cause to excuse a delay in the performance of any portion of this Agreement as set forth in the Scope of Work or applicable Task Order. D. The VENDOR, its sub-consultants, agents, servants, or employees agree to be bound by the terms and conditions of this Agreement and its agreement with any sub-consultant for work to be performed for the CITY the VENDOR must incorporate the terms of this Agreement. 16. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 17. ASSIGNMENT. The VENDOR shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY. 18. NON-WAIVER. A waiver by either CITY or VENDOR of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or RFQ CW24-001 General Engineering Consulting Services A-15 acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. 19. TERMINATION. A. Termination for Convenience. This Agreement may be terminated by the CITY for convenience, upon fourteen (14) calendar days of written notice by the terminating party to the other party for such termination in which event the VENDOR shall be paid its compensation for services performed to the termination date, including services reasonably related to termination. In the event that the VENDOR abandons the Agreement or causes it to be terminated, the VENDOR shall indemnify the CITY against loss pertaining to this termination. B. Termination for Cause. In addition to all other remedies available to CITY, this Agreement shall be subject to cancellation by CITY for cause, should VENDOR neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by VENDOR of written notice of such neglect or failure. 20. DISPUTES. A. Any and all legal action necessary to enforce the terms of this Agreement shall be governed by the laws of the State of Florida. Any legal action arising from the terms of this Agreement shall be submitted to a court of competent jurisdiction exclusively located in Palm Beach County. B. Correction of Work. If, in the judgment of CITY, work provided by VENDOR does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, CITY reserves the right to require that VENDOR correct all deficiencies in the work to bring the work into conformance without additional cost to CITY, and/or replace any personnel who fail to perform in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-conformance and the quality of workmanship. C. Remedies in Default. In case of default by VENDOR, CITY shall notify VENDOR, in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct VENDOR to comply with all provisions of the Agreement. If the abandonment, delay, refusal,failure, neglect, or default is not cured within seven (7) calendar days of when notice was sent by CITY, CITY may declare a default of the Agreement and notify VENDOR of such declaration of default and terminate the Agreement. a. Upon such declaration of default, all payments remaining due VENDOR at the time of default, less all sums due CITY for damages suffered or expenses incurred by reason of default, shall be due and payable to VENDOR. b. CITY may complete the Agreement, or any part thereof, either by day labor, use of a subcontractor, or by re-letting a contract for the same, and procure the equipment and the facilities necessary for the completion of the Agreement, and charge the cost of same to VENDOR together with the costs incident thereto to such default. c. In the event CITY completes the Agreement at a lesser cost than would have been payable to VENDOR under this Agreement, if the same had been fulfilled by VENDOR, CITY shall retain such differences. Should such cost to CITY be greater, VENDOR shall pay the amount of such excess to the CITY. d. Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the Agreement at any time,whenever the service provided by VENDOR fails to meet reasonable standards of the trade after CITY gives written notice to the VENDOR of the deficiencies as set forth in the written notice within thirty (30) calendar days of the receipt by VENDOR of such notice from CITY. 21. UNCONTROLLABLE FORCES. 21.1 Neither the CITY nor VENDOR shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the RFQ CW24-001 General Engineering Consulting Services A-16 exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 21.2 Neither party shall, however, be excused from performance if non-performance is due to forces,which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. CITY PROVIDED INFORMATION AND SERVICES. 22.1 CITY shall furnish VENDOR available studies, reports,and other data pertinent to VENDOR'S services; obtain or authorize VENDOR to obtain or provide additional reports and data as required; furnish to VENDOR services of others required for the performance of VENDOR's Services hereunder, and VENDOR shall be entitled to use and rely upon all such information and services provided by CITY or others in performing VENDOR's Services under this Agreement. 23. ESTIMATES AND PROJECTIONS. 23.1 In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, VENDOR has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs;competitive bidding procedures and market conditions;time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, VENDOR makes no warranty that CITY's actual project costs, financial aspects, economic feasibility, or schedules will not vary from VENDOR's opinions, analyses, projections, or estimates. 24. THIRD PARTIES. 24.1 The services to be performed by VENDOR are intended solely for the benefit of CITY. No person or entity not a signatory to this Agreement shall be entitled to rely on VENDOR's performance of its services hereunder, and no right to assert a claim against VENDOR by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of VENDOR's services hereunder. 25. NOTICES. Notices to the CITY shall be sent to the following address: Daniel Dugger, City Manager City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, FL 33435 Telephone No. (561) 742-6000 Notices to VENDOR shall be sent to the following address: ATTN: Gerrit Bulman; Angela Giuliano Hazen and Sawyer Address: 2101 NW Corporate Boulevard Suite 301 Boca Raton, FL 33431 Phone: 561-997-8070 ; 954-987-0066 Email: abulman( hazenandsawyer.com; agiuliano(a hazenandsawver.com RFQ CW24-001 General Engineering Consulting Services A-17 26. INTEGRATED AGREEMENT. This Agreement, together with RFQ and any addenda andior attachments, represents the entire and integrated Agreement between the CITY and the VENDOR and supersedes all prior negotiations, representations, or agreements, written or oral. This Agreement may be amended only by written instrument signed by both CITY and VENDOR. 27. PUBLIC RECORDS. The CITY is a public agency subject to Chapter 119, Florida Statutes. The VENDOR shall comply with Florida's Public Records Law. Specifically, the VENDOR shall: A. Keep and maintain public records required by the CITY to perform the service; B. 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 Chapter 119. Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and, following completion of the Agreement, VENDOR shall maintain in a secured manner all copies of such confidential and exempt records remaining in its possession once the VENDOR transfers the records in its possession to the CITY; and D. Upon completion of the Agreement, VENDOR shall transfer to the CITY, at no cost to the CITY, all public records in VENDOR's possession. All records stored electronically by VENDOR 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 VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 TELEPHONE: 561-742-6060 CityClerkc bbfl.us 28. E-VERIFY. 28 1 VENDOR certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. Definitions for this Section: A. "Contractor, Vendor, Proposer, Consultant" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. B. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for a salary, wages, or other remuneration. RFQ CW24-001 General Engineering Consulting Services A-18 C. "E-Verify system" means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. 28.1.2 Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E- Verify System in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: A. All persons employed by a Contractor to perform employment duties within Florida during the term of the Agreement; B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and C. By entering into this Agreement, the Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. 28.1.3 Contract Termination. If the City has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09 (1), Fla. Stat., the contract shall be terminated 29. SCRUTINIZED COMPANIES 287.135 and 215.473. By execution of this Agreement, VENDOR certifies that VENDOR is not participating in a boycott of Israel. VENDOR further certifies that VENDOR is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has VENDOR been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The CITY shall provide notice, in writing, to VENDOR of the CITY's determination concerning the false certification. VENDOR shall have five(5) calendar days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, VENDOR shall have ninety (90) calendar days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If VENDOR does not demonstrate that the CITY's determination of false certification was made in error then the CITY shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 30. SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign immunity by the CITY or as a waiver of limits of liability or rights the CITY may have under the doctrine of sovereign immunity or under Section 768.28, Florida Statutes. 31. CONFLICTS. If there is a conflict or inconsistency between any term, statement, requirement, or provision of this Agreement, Exhibits, any Task Order, VENDOR's Proposal, or other documents incorporated into this Agreement, such conflict shall be resolved pursuant to the following order of precedence (1) this Agreement, (2) any Task Order, (3) the RFQ, and (4) VENDOR's Proposal. 32 COMPLIANCE WITH STATE ENERGY POLICY AND CONSERVATION ACT. VENDOR shall comply with all mandatory standards and policies relating to energy efficiency contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Pub. L. 94-163, 89 Stat. 871). 33. DOMESTIC PREFERENCE FOR PROCUREMENTS. As appropriate and to the extent consistent with law, the VENDOR should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or RFQ CW24-001 General Engineering Consulting Services A-19 use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. 34. LICENSE AND DELIVERY OF WORKS SUBJECT TO COPYRIGHT AND DATA RIGHTS. If applicable, the VENDOR grants to CITY, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this Agreement, VENDOR will identify such data and grant to the CITY or acquire on its behalf a license of the same scope as for data first produced in the performance of this contract. Data, as used herein, shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this Agreement, VENDOR will deliver to the VENDOR data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this Agreement in formats acceptable by VENDOR. 35. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or any subcontractor will have access to an individual's personal identifying information under this Agreement. VENDOR represents and certifies: (i) VENDOR is not owned by the government of a foreign country of concern; (ii) the government of a foreign country of concern does not have a controlling interest in VENDOR; and (iii) VENDOR is not organized under the laws of and does not have its principal place of business in, a foreign country of concern. Prior to VENDOR and any subcontractor having access to personal identifying information pursuant to this Agreement, VENDOR and any subcontractor shall submit to City executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes. Compliance with the requirements of this section is included in the requirements of a proper invoice. Terms used in this section that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes. 36. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement. VENDOR shall provide CITY with an affidavit attesting that the VENDOR does not use coercion for labor or services, in accordance with Section 787.06(13), Florida Statutes. 37. COUNTRIES OF CONCERN. VENDOR represents that it is, and for the duration of the Term will remain, in compliance with Section 286.101, Florida Statutes. 38. DULY LICENSED. VENDOR represents that it is duly licensed in Florida to perform the Services under this Agreement and that it will continue to maintain all licenses and approvals required to conduct its business. SIGNATURE PAGE FOLLOWS RFQ CW24-001 General Engineering Consulting Services A-20 "This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes." IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be considered an original on the following dates: DATED this /9 day of {V nUer-ne , 20./ CITY OF BOYNTON BE H v u 24 -zy Ty Penser•-4 ' / (/? 1Z- orized Official e), (Vendor) ."-P,.. he r4 I?) . • Ick /:.- -3- _. Print Name of Authorized OffiElal -1.2Y-)l(-ir V 1Com- Pk-,. :644.,,,,,- Title _ .0.�;S ka (r (Corporate Seal) - 1. ��,,.9 c.1.11 .!� i() • .erSOY N ro , ., ;• 0�.•..„_ ••����� Attest/Authenticated: , -1 7;.,.,, I. ,r SEAL .-� . INCORPO � Air ., RATED: i ress i •., 1920 pit ?• � rerr( 1- f& rlkl1-+cis •%„ CORIOP _-- Print Name Approved as to Form 4_,a// l.2 , ,,, ,,-ii.,e Shawna G. Lamb, Office of the City Attorney 7uthj: (• e _ .0. Are — Maylee De et City Clerk RFQ CW24-001 General Engineering Consulting Services A-21 EXHIBIT A Form of Task Order CITY OF BOYNTON BEACH General Engineering Consulting Services Task Order Task Order No. Consultant: 1. Task/Project. (Insert title and brief description) 2. Detailed Scope of Professional Services. A detailed scope of services under this Task Order, in accordance with the phases of service detailed in the Agreement, is attached as Exhibit 3. Deliverables and Schedule. For study/design related services: Consultant shall deliver to the City the deliverables specified at the time indicated on the attached Exhibit For project administration services: Consultant shall provide project/construction administration services in accordance with the Agreement and project schedule. 4. Compensation. The total estimated construction costs of the Project or the cost of the study or report for this Task Order may not exceed the amounts set forth in Section 287.055, Florida Statutes. The total Fee to be paid to the Consultant under this Task Order shall not exceed , based on the hourly rates currently in effect under the Agreement. A detailed fee schedule is attached as Exhibit The payment schedule (based on deliverables) is attached as Exhibit . 5. Agreement Reference. This Task Order shall be performed under the terms and conditions described within the General Engineering Consulting Services Agreement, dated , 20 , by and between the City of Boynton Beach and ("Consultant"), Contract No. . 6. Insurance. Consultant shall maintain insurance coverages in accordance with the Agreement and hereby confirms that Certificate(s) of Insurance evidencing current policies meeting the requirements of the Agreement are on file with the City as of the date of this Task Order. 7. Exhibits. All attached Exhibits are incorporated fully into this Task Order and the Agreement. RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A 8. Notice to Proceed(Task Order Form and Purchase Order). ❑ If checked, Consultant's receipt of a fully-executed copy of this Task Order and Purchase Order(PO) shall serve as the Notice to Proceed under this Task Order, effective as of the date the fully-executed Task Order was emailed to the Consultant. ❑ If checked, Consultant shall commence Services under this Task Order as specified in a forthcoming Purchase Order (PO) and Notice to Proceed. CONSULTANT: CITY OF BOYNTON BEACH By: By: Daniel Dugger, City Manager Print Name: Date: , 20_ Date: , 20__ City Attorney's Office Approved as to form and legality By: RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A EXHIBIT B Fee Schedule PERSONNEL CLASSIFICATIONS HOURLY RATE Principal $300 Project Manager $280 Senior Engineer $250 Process Engineer $220 Sr. Electrical Engineer $260 Electrical Engineer $200 Process Control/Inst. Engineer $250 Sr. Mechanical Engineer $260 Mechanical Engineer $160 Engineering Technician $90 Engineer $160 Staff Engineer $180 Architect $160 Senior Architect $230 Landscape Architect NA Environmental Specialist $200 Inspector(Zoning & Landscape) NA Inspector(Transportation) NA Senior Landscape Architect NA Senior Surveyor/Mapper NA Surveyor/Field Survey Chief NA Designer $115 Senior Designer $145 Urban Designer NA Chief Designer _$220 Hydrogeologist $115 Principal Hydrogeologist $220 Planning Technician $130 GIS Specialist $115 Structural Engineer $250 CADD/Technician $110 Architectural CADD/Technician $110 Planner $120 Senior Planner $180 Transportation Planner NA Transportation Planning Technician NA Public Relations Specialist $200 Construction Inspector $125 Rate Analyst $160 Senior Rate Analyst $250 Grant Analyst $135 Grant Specialist $250 Clerical/Administrative $100 Reimbursable Expenses: Direct costs such as postage, prints, and delivery services will be billed at cost. Mark-up% Sub-Consultants Fee: _0, 0/0 REQ CW24-001 General Engineering Consulting Services Fee Schedule Exhibit B ATTACHMENT "A" City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts,leases,and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured.This is done by providing a Certificate of Insurance listing the City as "Certificate Holder" and "The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+" or higher. (NOTE:An insurance contract or binder may be accepted as proof of insurance if a Certificate is provided upon selection of vendor.) Thefollowing is a list of types of insurance required of contractors, lessees, etc., and the limits required by the City: (NOTE:This list is not all inclusive, and the City reserves the right to require additional types of insurance, or to raise orlower the stated limits, based upon identified risk.) TYPE (Occurrence Based Only) MINIMUM UMITS REQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners & Contractor's Protective (OCP) Personal&Adv. Injury $ 1,000,000.00 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage (any one fire) $ 50,000.00 Broad Form Vendors Med. Expense (any one person) $ 5,000.00 Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability Professional Liability Aggregate $1,000,000.00 Automobile Liability Combined Single Limit $1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease, Policy Limit $ 1,000,000.00 Disease Each Employe $ 1,000,000.00 • Property: Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other-As Risk Identified to be determined INSURANCE ADVISORY FORM RFQ CW24-001 General Engineering Consulting Services Insurance Advisory ATTACHMENT "B" V Cp a \• . u oy ,1 `P 41ONg AFFIDAVIT OF COMPLIANCE WITH FOREIGN ENTITY LAWS The undersigned, on behalf of the entity listed below("Entity"), hereby attests under penalty of perjury as follows: 1. Entity is not owned by the government of a foreign country of concern as defined in Section 287.138, Florida Statutes. (Source: § 287.138(2)(a), Florida Statutes) 2. The government of a foreign country of concern does not have a controlling interest in Entity. (Source: §287.138(2)(b), Florida Statutes) 3. Entity is not organized under the laws of, and does not have a principal place of business in, a foreign country of concern. (Source: § 287.138(2)(c), Florida Statutes) 4. The undersigned is authorized to execute this affidavit on behalf of Entity. Date: OC-41)beY I S 202y Signed: ✓L-- /:?` Entity: Naze►n `J�.�yu^ PG • Name /?o bevy/ !7 Jetyj1'vi Title: _5er ,tr Vf (4 ere enI STATE OF e-1 °" dcA COUNTY OF F� �q The foregoing instrument was acknowledged before me, by means of, physical presence or❑ online notarization, this t B'"•'day of oc-}-obi• , 202-4 , by 2 cis -F �j To. l o�.7. as Se.."-1.% . N AC-e-- Q 1.-C for 1�,�.�►-� a.-... S aw.�a. Pc • , who is personally known to me or who has produced ' as identification (;) Notary Public Signatures)' t"... State of Florid aii r' ..(Seal) MARYPEREZ Print Name: t`'Ig�. —e.� • MYC EXPIRES: February Q {"Z- • ,���= EXPIRES:February 22,2028 My commission expires:c'e be-i-LA..i 2_2,2.* Affidavit of Compliance with Foreign Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Consulting Services Affidavit of Compliance with Foreign Entity Laws Y OR \� i V t �P h�ON AFFIDAVIT OF COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS In accordance with section 787.06 (13), Florida Statutes, the undersigned, on behalf of the entity listed below ("Entity"), hereby attests under penalty of perjury that: Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking." Date:oc---k-o v t4, 20 Signed Entity: 42.-Ze-an ca-- S q_,., Q€Name: I o 6eY/' I Cl //1.") J y, Title: ✓1 i c,fr- V�c� r-e S��L ,�/- STATE OF 10%- COUNTY O%-COUNTY OF The foregoing instrument was acknowledged before me, by means of physical presence ❑ onl notarization, this 18�^ day of(920 2y . b r vs.*ihasr-t`!�"'" e-)°, 01,- vic& QreSi -r- for Na.2c..^ cc_. who is personally known to me or who has produced identification. :.p.�••"th•.. MARY PEREZ � MY COMMISSION tr HH 232289 +• '� EXPIRES:February 22,2026 Notary Public SignatuFe Yr\ State of Florida at Large(Seal) • Print Name: My commission expires:cb""-ct "`1 2-311_— Affidavit of Compliance with Anti-Human Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Services Affidavit of Compliance with Anti-Human Trafficking Laws Y on. (4(' r m � hroNo e4 GENERAL ENGINEERING CONSULTING SERVICES AGREEMENT This Agreement ("Agreement"), is entered into between the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida,with a business address of 100 East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as "CITY", and GHD Services, Inc. a [type of entity: corporation] authorized to do business in the State of Florida,with a business address of 3380 Fairlane Farms Road, Suite 16, Wellington, FL 33414, hereinafter referred to as "VENDOR". In consideration of the mutual benefits, terms, and conditions hereinafter specified, the Parties agree as set forth below. WHEREAS, the CITY solicited proposals for a non-exclusive agreement to perform General Engineering Consulting Services, and WHEREAS, the CITY issued a Request for Qualification for General Engineering Consulting Services; and WHEREAS, RFQ No. CW24-001 defined Scope of Services for General Engineering Consulting Services; and WHEREAS, the CITY determined that VENDOR was qualified for appointment to perform the scope of services set forth in RFQ No. CW24-001; and WHEREAS, the CITY Commission on July 16, 2024, determined that VENDOR was qualified for appointment to perform the scope of services set forth in the Request For Qualifications RFQ No. CW24-001; and NOW, THEREFORE, in consideration of the mutual covenants expressed herein,the parties agree as follows: 1. SERVICES AND RESPONSIBILITIES. 1.1 VENDOR hereby agrees to perform the General Engineering Consulting Services, by way of individual Task Orders, at the request of the CITY during the term of this Agreement as more particularly described in the Request for Qualifications RFQ No. CW24-001 for General Engineering Consulting Services, which is incorporated herein by reference. The specific projects that may be assigned to the VENDOR are in conjunction with the specific ® box next to the Scope Category: ❑Scope Category A Water Plant Modifications, Capacity and Operations Evaluation ❑Scope Category B Infrastructure Improvements and Evaluations ❑Scope Category C Ancillary Studies and Services ❑Scope Category D Transportation Services ❑Scope Category E Architectural Services ❑Scope Category F Hydrogeological Services ®Scope Category GGreen Infrastructure, Sustainability, and Resiliency Services ❑Scope Category H Geotechnical Services ❑Scope Category J Civil Land Development Services ❑Scope Category K Recreation and Parks Services 1.2 The VENDOR agrees to perform work assigned by Task Order(s) (the "Services") under such terms as set forth in the Task Order(s). The Task Order Form is attached hereto as Exhibit A. The terms of the Task Order(s) shall be supplemental to the terms of this Agreement. RFQ CW24-001 General Engineering Consulting Services A-1 1.3 VENDOR shall furnish all services, labor, equipment, supplies, and materials necessary and as may be required in the performance of this Agreement, except as otherwise specifically provided for herein, and all Services performed under this Agreement shall be done in a professional manner. 1.4 VENDOR assumes professional and technical responsibility for performance of its services to be provided hereunder in accordance with recognized professional and ethical guidelines established by their profession. If within one year following completion of its services, such services fail to meet the aforesaid standards, and the CITY promptly advises VENDOR thereof in writing, VENDOR agrees to re-perform such deficient services without charge to the CITY. 1.5 The relationship between CITY and VENDOR created hereunder and the services to be provided by VENDOR pursuant to this Agreement are non-exclusive. CITY shall be free to pursue and engage similar relationships with other VENDORS to perform the same or similar services performed by VENDOR hereunder, so long as no other consultant shall be engaged to perform the specific project(s)assigned to VENDOR while VENDOR is so engaged without first terminating such assignment. VENDOR shall be free to pursue relationships with other parties to perform the same or similar services, whether or not such relationships are for services to be performed within the CITY, so long as no such relationship shall result in a conflict of interest, ethical or otherwise, with the CITY's interests in the services provided by VENDOR hereunder. 1.6 The VENDOR is responsible for defects in its work and in the work of its Sub consultants'. 1.7 PRELIMINARY SERVICES PHASE: The VENDOR shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The VENDOR shall attend meetings with the CITY Commission and CITY staff as may be required, and provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents. 1.7.1 During the preliminary services phase, the VENDOR shall advise the CITY, based on VENDOR'S professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project; VENDOR to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY'S needs for surveys; perform site evaluations and comparative studies of prospective site and solutions; and prepare and furnish a report to the City setting forth the VENDOR'S findings and recommendations. 1.7.2 Preliminary design services to be performed by the VENDOR shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 1.7.3 VENDOR shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed project; and/or 1.7.4 Upon authorization of the CITY, the VENDOR will provide advice and assistance relating to operation and maintenance of project or other systems; evaluate and report on operations; assist the CITY in matters relating to regulatory agency operations review or operating permit non-compliance; assist with startup and operator training RFQ CW24-001 General Engineering Consulting Services A-2 for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project. 1.8 BASIC SERVICES: The VENDOR shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY. 1.9 FINAL DESIGN SERVICES shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits, and landfill permits. 1.9.1 The VENDOR based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule, or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical,and electrical systems,and any other requirements or systems, materials and such other elements as may be appropriate for a complete project. The VENDOR shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1.9.2 The VENDOR based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY. The Construction Documents shall consist of drawings and specifications setting forth in detail the requirements for the construction of the project. 1.9.3 The VENDOR shall assist the CITY in the preparation of the necessary proposal information and forms. 1.9.4 The VENDOR shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1.9.5 The VENDOR shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1.9.6 VENDOR shall include in the Construction Documents a requirement that the construction contractor shall provide a final as-built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked-up construction drawings to the VENDOR so that the VENDOR can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1.9.7 Prior to final approval of the Construction Documents by the CITY, the VENDOR shall conduct a thorough review and quality control evaluation of the entire work product for compliance with the requirements of any local, state, or federal agency from which a permit or other approval is required. The VENDOR shall make sure that all necessary approvals have taken place. 1.9.8 Prior to each phased submittal, the VENDOR shall conduct a thorough quality control review and assessment of the work product to determine whether the work is properly RFQ CW24-001 General Engineering Consulting Services A-3 coordinated and confirm that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The VENDOR shall provide to the CITY a Quality Assurance and Quality Control plan in a format that advises the CITY that all work has been performed as required. A report shall be submitted in accordance with those standards to apprise the CITY that due care has been taken in the preparation of the Contract Documents. 1.9.9 The VENDOR shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable. The VENDOR shall comply with all of its governing laws, rules, regulations, codes, directives, and other applicable federal, state, and local requirements in preparation of the work. 1.10 The VENDOR shall provide the construction documents, technical specifications, and drawings completed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 1.11 The VENDOR, following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost, shall, when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals and assist in preparing contracts for construction. 1.11.1 The VENDOR shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY'S Procurement Administrative Policy Manual. 1.11.2 Any Opinion of the Construction Cost prepared by VENDOR represents its judgment as a design professional and is supplied for the general guidance of the CITY. Since VENDOR has no control over market conditions, VENDOR does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to the CITY. If the project is not advertised for proposals within three (3) months after delivery of Final Design Plans,through no fault of the VENDOR or if either local market conditions or industry-wide prices have changed because of unusual or unanticipated events affecting the general level of prices or times of delivery in the construction industry, the established Construction Cost limit may be adjusted as determined by the CITY'S Representative and as approved by the CITY, if necessary. Additionally, if the CITY expands a project scope of work after the VENDOR renders the Final estimated probable Construction Cost of the Final Design Plans, the VENDOR shall not be responsible for any redesign without compensation, which shall be mutually agreed to by the parties hereto. 1.11.3 The VENDOR shall provide the CITY with a list of recommended prospective bidders. 1.11.4 The VENDOR shall attend all pre-proposal/per-bid conferences. 1.11.5 The VENDOR shall recommend any addenda, through the CITY'S representative as appropriate, to clarify, correct, or change proposal documents. 1.11.6 If Pre-Qualification of bidders is required as set forth in the Request for Proposals, Request for Qualifications or Invitation to Bid (two-step bid process), VENDOR shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.11.7 If requested, VENDOR shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY. 1.12 The CITY shall make decision on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the work after receiving a recommendation from the VENDOR. The VENDOR shall check schedules, shop drawings and other submissions for the limited purpose of checking conformance with the RFQ CW24-001 General Engineering Consulting Services A-4 concept of the project, and for compliance with the information given by the Construction Documents. The VENDOR shall also review change orders prepared and submitted by Contractor and review and make recommendations to the City for progress payments to the Contractor based on each project schedule of values and the percentage of work completed. The VENDOR will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the construction of the assigned task order projects. 1.12.1 The CITY shall maintain a record of all change orders, which shall be categorized to the various types, causes, etc. that may be determined useful and necessary for its purpose. 1.12.2 If the VENDOR is not the Construction Manager for the construction, the CITY shall notify the VENDOR within three (3) business days of the discovery of any architectural/engineering error or omission so that the VENDOR can be part of the negotiations resolving the claim between the CITY and the Contractor. 1.13 The VENDOR shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination, when the schedule of values is found to be appropriate, the VENDOR shall sign the schedule of values indicated in the belief that the schedule of values constitutes a reasonable, balanced basis for payment of the Application for Payment to the Contractor. 1.14 The VENDOR shall perform on-site construction observation of each project based on the Construction Documents in accordance with paragraph 1.19 "Resident Project Services" of this Agreement. The VENDOR observation shall determine the progress of the work completed, and whether the work is proceeding in a manner indicating that the work when fully competed will be in accordance with the Construction Documents. On the basis of site visits, the VENDOR will provide the CITY with a written report of each site visit in order to reasonably inform the CITY of the progress of the portion of the work completed. The VENDOR shall endeavor to identify for the CITY any defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. The VENDOR shall not have control over or charge of, or responsibility for the construction means, methods, techniques, sequences or procedures. or for safety precautions and programs in connection with the work, nor shall the VENDOR be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The VENDOR shall not have control over or charge of,and shall not be responsible for,acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. Based on such observation and the Contractor's Application for Payment, the VENDOR shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated. By issuing a Certificate of Payment, the VENDOR will also represent to the CITY that to the best of its information and belief, based on what its observation has revealed, the work is in accordance with the Construction Documents. The VENDOR shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1.15 The VENDOR shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings, and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY'S version of AutoCad formats for archival purposes. 1.16 The VENDOR shall attend regularly scheduled progress meetings on site bi-monthly or as otherwise determined based on a specific need established prior to construction by the CITY. RFQ CW24-001 General Engineering Consulting Services A-5 1.17 The VENDOR shall review change orders prepared and submitted by the Contractor for the CITY'S approval. VENDOR shall not authorize any changes in the work or time, no matter how minor, without prior written approval by the CITY. 1.18 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by VENDOR,which shall be timely completed by Contractor to the satisfaction of the CITY, written notification to Contractor by VENDOR that all releases of liens are satisfied, and written recommendation by VENDOR for final payment to the Contractor which shall be at the sole discretion of the CITY. 1.19 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the VENDOR will, if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ("Resident Project Representative") of the VENDOR. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project Representative will endeavor to identify for the CITY any defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but are not limited to the following: a. Conducting all pre-construction conferences; b. Conducting all necessary construction progress meetings; c. Observation of the work in progress to the extent authorized by the CITY; d. Receipt, review coordination, and disbursement of shop drawings and other submittals; e. Maintenance and preparation of progress reports; f. Field observation and verification of quantities of equipment and materials installed; g. Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; h. Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project-related documents, and at the completion of each project, deliver all such records to the CITY; i. Preparation, update, and distribution of a project budget with each project schedule; j. Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; k. Scheduling and conducting monthly progress meetings at which CITY, Engineer, general contractor, trade contractor, utilities representatives, and suppliers can jointly discuss such matters as procedures, progress, problems, and scheduling. I. Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and/or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; m. Development and implementation of a system for the preparation, review, and processing of change orders; n. Maintenance of a daily log of each project; o. Recording the progress of each project, and submission of written monthly progress reports to the CITY, including information on the Contractors'work and the percentage of completion; p. Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; and q. Securing and transmitting to the CITY, required guarantees; affidavits; releases; key manuals; record drawings; and maintenance stocks; The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the VENDOR or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided, however, that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the VENDOR. The Resident Project Representative shall not have control over or charge of, or responsibility for the construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the work, nor shall the Resident Project Representative be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract RFQ CW24-001 General Engineering Consulting Services A-6 Documents. The Resident Project Representative shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the work. Although VENDOR shall not be responsible for health or safety programs or precautions related to CITY"s activities or those of CITY's other contractors and consultants or their respective subcontractors and vendors ("Contractors"), VENDOR shall nonetheless report to the Resident Project Representative health and safety conditions or deficiencies observed by VENDOR'S employees or representatives. VENDOR shall not be responsible for CITY's pre- existing site conditions or the aggravation of those preexisting site conditions to the extent not caused by the negligence or willful misconduct of VENDOR. VENDOR shall not be responsible for inspecting, observing, or correcting health or safety conditions or deficiencies of CITY, Contractors, or others at the project site ("Project Site") other than for VENDOR's employees, sub-consultants, and vendors. 1.20 ADDITIONAL SERVICES 1.20.1 When additional services are necessary, they shall be specified in the written Task Order. Examples of additional non-exclusive services are: a. Preparation of applications and supporting documents for private or governmental grants, loans, or advances in connection with any particular project. b. Services to make measured drawings of or to investigate existing conditions or facilities or to verify the accuracy of drawings or other information furnished by or to the CITY. c. Services resulting from significant changes in the general scope, extent, or character of any particular project or its design, including but not limited to changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the VENDOR'S control. d. Providing renderings or models for the CITY's use. e. Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out-of-sequence work. f. Investigations and studies involving but not limited to, detailed considerations of operations, maintenance, and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies; cash flow and economic evaluations, rate schedules, and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY. g. Assistance in connection with Proposal/proposal protests, re-bidding or re- negotiating contracts for construction, materials, equipment, or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the VENDOR (e.g. defective plans and/or specifications which inhibit contractors from submitting proposals)in which event there shall be no additional cost for the provision of such services. h. Preparing to serve or serving as a VENDOR or witness for the CITY in any litigation, arbitration, or other legal or administrative proceeding. i. Additional services in connection with a project not otherwise provided for in this Agreement. RFQ CW24-001 General Engineering Consulting Services A-7 j. Services in connection with a field order or change order requested by the CITY. k. Providing artwork, models, or renderings as requested by the CITY. 1.21 When required by the Construction Contract documents in circumstances beyond the VENDOR'S control, and upon the CITY'S authorization, it will furnish the following additional services. a. Services in connection with work changes necessitated by unforeseen conditions encountered during construction. b. Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the VENDOR. c. Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3)acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the VENDOR or if the VENDOR fails to notify the Contractor of the deficient quality of their workmanship pursuant to VENDOR'S duties as described in the Contract Documents, the VENDOR's additional services shall be deemed part of Basic Services and compensated as such. d. Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. e. Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and/or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. f. Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the VENDOR in which case such services shall be deemed Basic Services. Except when caused by a design error by the VENDOR, the cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. 1.22 CITY'S RESPONSIBILITIES 1.22.1 The CITY shall do the following in a timely manner so as not to delay the services of the VENDOR: 1.22.2 Designate in writing a person or persons to act as the CITY's representative with respect to the services to be rendered under this Agreement. Such person(s) shall have complete authority to transmit instructions and receive information with respect to the VENDOR'S services for a particular project. The CITY may have multiple CITY Representative(s) or project managers during the performance of this Agreement based on the specific Task Orders from each of the Scope Categories. 1.22.3 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. 1.22.4 Assist the VENDOR by providing, at the VENDOR's request, all available information pertinent to the Project, including previous reports and any other data relative to the design or construction of the project. RFQ CW24-001 General Engineering Consulting Services A-8 1.22.5 Furnish to the VENDOR, if required for the performance of VENDOR's services (except where otherwise furnished by the VENDOR as Additional Services), the following: 1.22.6 Data prepared by,or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests, and inspection of samples, materials, and equipment; 1.22.6.1 Appropriate professional interpretations of all of the foregoing; 1.22.6.2 Environmental assessment and impact statements; 1.22.6.3 Property, boundary, easement, right-of-way, topographic and utility surveys; 1.22.6.4 Property descriptions; 1.22.6.5 Zoning, deed, and other land use restrictions; 1.22.6.6 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the VENDOR; and 1.22.6.7 Arrange for access to make all provisions for the VENDOR to enter upon the CITY's property as required for the VENDOR to perform services under this Agreement. 1.22.6.8 Consistent with the professional standard of care and unless otherwise specifically provided herein, VENDOR shall be entitled to rely upon the accuracy of data and information provided by the CITY or others without independent review or evaluation. 1.23 SEQUENCE OF EVENTS 1.23.1 Following receipt of any Task Order, the VENDOR shall submit to the CITY, at least five (5) business days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations. 1.23.2 Task Orders will be issued to the VENDOR in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non-performance by VENDOR pursuant to this Agreement. 1.23.3 In accordance with the CITY's Purchasing Policy Manual, proposals received by the VENDOR as a result of a Task Order that exceeds the Procurement threshold amount, will require approval from CITY Commission before the execution of services. 1.23.4 When the CITY issues Task Orders to the VENDOR, each authorization shall contain a stated completion schedule. If caused by the negligent errors or omissions of VENDOR, failure of the VENDOR to meet the stated schedule shall constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. 1.23.5 It is anticipated and intended that the VENDOR will be authorized to begin new Task Order(s) on a "rolling" basis, as some already assigned Task Orders near timely completion. If a subsequent Task Order is issued to the VENDOR before it has completed the current Task Order, the completion date for each Task Order will remain independent of each other so that the VENDOR will prioritize the uncompleted Task Order from the first Task Order and finish as soon as practical. Failure to RFQ CW24-001 General Engineering Consulting Services A-9 complete the"older"Task Orders in a timely manner may adversely impact continued early authorization to start subsequent work. 1.23.6 When the VENDOR has exceeded the stated completion date, including any extension for extenuating circumstances, which may have been granted, a written notice of Default will be issued within seven (7) calendar days of the date that the default became active with a requirement of seven (7) calendar days to cure said default, to the VENDOR and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured. 1.23.7 Should the VENDOR exceed the assigned completion time, the CITY reserves the right not to issue to the VENDOR any further Task Order(s) until such time as it is no longer in default and the VENDOR has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent Task Orders. This restricted issuance provision may result in the VENDOR not being issued all of the planned work the CITY anticipated in this Agreement. The VENDOR shall have no right to the balance of any work or to any compensation associated with these non-issued Task Orders due to the VENDOR being rendered in default. 1.23.8 Should the VENDOR remain in default for a period of fifteen (15)consecutive calendar days beyond the time frame provided in Paragraph 1.23.6, the CITY may at its sole option retain another VENDOR to perform any Services arising out of this Agreement and/or terminate this Agreement. 1.24 DEFINITION OF DEFAULT 1.24.1 An event of default shall mean a material breach of this Agreement. Without limiting the generality of the foregoing and in addition to those instances referred to as a material breach, an event of default shall include the following: a. VENDOR has not performed services on a timely basis due to VENDOR's negligent errors or omissions; b. VENDOR has refused or failed to supply enough properly skilled personnel; c. VENDOR has failed to make prompt payments to VENDOR's sub-consultants or suppliers for any services after receiving payment from the CITY for such services or supplies; d. VENDOR has failed to obtain the approval of the CITY where required by this Agreement; e. VENDOR has refused or failed to provide the services as defined in this Agreement; f. VENDOR has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety (90) calendar days of such date; g. CITY has failed to make payments to VENDOR in accordance with the requirements of this Agreement; 1.24.2 In the event of Default, the VENDOR shall be liable for all damages resulting from the Default including: a. The difference between the amount that has been paid to the VENDOR and the amount required to complete the VENDOR's Services, provided the fees by the firm replacing the VENDOR are reasonable and the hourly rates do not exceed the VENDOR'S rates. This amount shall also include procurement and administrative costs incurred by the CITY. b. In the event of default by the City, VENDOR may suspend the Services pending receipt of such payment. 1.24.3. The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of RFQ CW24-001 General Engineering Consulting Services A-10 the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. 1.25 VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY. 1.26 The CITY's Representative during the performance of this Agreement shall be Keith Webber, or Designee. 1.27 The VENDOR's Representative during the performance of the Agreement shall be Jose Perez Morales (Jose.Morales@ghd.com). 2. TERM. The initial Agreement period shall be for an initial term of two (2) years, commencing on 11/19/2024, and shall remain in effect through 11/18/2026.The City reserves the right to automatically renew the Agreement for two (2) two-year renewals subject to termination clause(s) as provided herein. The City requires firm fixed rates for the initial agreement term. Either party must give a sixty (60) calendar day(s)written notice prior to the Agreement anniversary date of the intent to not renew for the renewal term. The initial term and any exercised renewal terms are collectively referred to as the "Term." Automatic renewal terms will be based on the same terms, conditions, pricing, specifications, and services herein. The VENDOR understands and acknowledges that all services to be performed will be governed by this Agreement and that there is no guarantee of any assignment, minimum amount of professional services, compensation, or future work being given to the VENDOR. 3. Limited Term Extension: The CITY may, at its sole discretion and without further City Commission action, extend the term of this Agreement for an additional one-hundred and eighty (180) calendar days (the "limited term extension") by filing a written notice signed by the Vendor and the City's Purchasing Department. At no time shall this limited term extension extend more than one-hundred eighty (180) calendar days beyond the expiration date of this Agreement without further City Commission approval. The VENDOR will be reimbursed for these services at the rate in effect when this limited term extension clause was invoked by the CITY. 4. TIME OF PERFORMANCE /METHOD OF ORDERING SERVICES. 4.1. Services under this Agreement shall commence upon the CITY's written notice to the VENDOR through an executed Task Order. The VENDOR shall perform all Services and provide all work products required pursuant to this Agreement and the specific Task Order by the sequence of events, or unless the CITY grants an extension of time in writing. 4.2. Limitations. No Task Order issued under this Agreement will be valid if the estimated construction cost of the specific project or the study activity fee exceeds the amounts set forth in Section 287.055, Florida Statutes. 4.3. VENDOR shall complete each Task Order executed during the Term without regard to whether such completion would cause Services to be performed after the expiration date of this Agreement. Any Task Order for which performance extends beyond the Term may be amended after that expiration date, provided that any additional Services, time, and compensation are permitted under this Agreement. The terms and conditions of this Agreement shall continue to govern Task Orders notwithstanding the expiration of this Agreement. 5. PAYMENT. The VENDOR shall be paid by the CITY for completed work and for Services rendered as follows: a. Payment for the Services provided by VENDOR shall be made in accordance with the Fee Schedule as provided in Exhibit B attached hereto. b. Payment as provided in this section by the CITY shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment, and incidentals necessary to complete the Services. c. Compensation for vendor's sub-consultants will be negotiated based on each Task Order. Compensation will be through a direct mark-up in accordance with the Fee Schedule attached RFQ CW24-001 General Engineering Consulting Services A-11 hereto. Sub-consulting services shall be approved by the City's representative in writing prior to performance of the sub-consulting work. Consulting time for processing and management of the VENDOR's sub-consultant shall not be included in direct cost as the direct mark-up is applied for management efforts. d. The VENDOR may submit invoices to the CITY once per month during the progress of the Srevices for partial payment. Such invoices will be checked by the CITY, and upon approval thereof, payment will be made to the VENDOR in the amount approved. e. In certain cases where incremental billing for partially completed Services is permitted by the CITY's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f. Computation of Time Charges/Not-to-Exceed Method of Payment: When a service is to be compensated based on time charge/not-to-exceed method, the VENDOR shall submit a not- to-exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates,which shall not exceed the established hourly rates set forth in the Fee Schedule, plus any sub-consultant services and other related costs supporting the proposed Services. The CITY shall not be obligated to reimburse the VENDOR for costs incurred in excess of the total not-to-exceed cost amount. g. Final payment of any balance due to the VENDOR of the total Task Order price earned will be made promptly upon its ascertainment and verification by the CITY after the completion of the Services under this Agreement and its acceptance by the CITY. h. Final Invoice: In order for both parties herein to close their books and records, the VENDOR will clearly state"Final Invoice"on the VENDOR's final/last billing to the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, any other further charges, if not properly included on this invoice, are considered waived by the VENDOR. i. The VENDOR's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the CITY and State for a period of five (5) years after the termination of the Agreement. Copies shall be made available upon request. j. Hourly rates shall remain fixed and firm for the initial two (2) year period of this Agreement. Cost of subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes as determined by the City, have occurred in the industry,such increases shall not exceed 5% per year, or whichever is less, the latest yearly percentage increase in the All Urban Consumer Price Index (CPI-U) (National) as published by the Bureau of Labor Statistics, U.S. Department of Labor. The yearly increase or decrease in the CPI shall be based on the latest index published and available ninety (90) calendar days prior to the end of the Agreement year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) calendar days prior to the Agreement anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of this Agreement. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the VENDOR, a reasonable reduction in costs that reflect such changes in the industry. All rate increases above 2% must be approved by the City Commission on the recommendation of the Director of Financial Services. k. The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the CITY does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the CITY, the Agreement may be canceled by the CITY upon giving thirty (30) calendar days'written notice to the VENDOR. I. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes. RFQ CW24-001 General Engineering Consulting Services A-12 6. OWNERSHIP AND USE OF DOCUMENTS. Upon completion of any project / Task Order and final payment to VENDOR, all documents, drawings, specifications, and other materials produced by the VENDOR in connection with the services rendered under this Agreement shall be the property of the CITY whether the project for which they are made is executed or not. Notwithstanding the foregoing, the VENDOR shall maintain the rights to reuse standard details and other design copies, including reproducible copies, of drawings and specifications for information, reference, and use in connection with VENDOR's endeavors. Any use of the documents for purposes other than as originally intended by this Agreement, without the written consent of VENDOR, shall be at the CITY's sole risk and without liability to VENDOR and VENDOR's sub-consultants. 7. FUNDING.This Agreement shall remain in full force and effect only as long as the expenditures provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 8. WARRANTIES AND REPRESENTATIONS. VENDOR represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this Agreement and that it will retain and assign qualified professionals to all assigned projects during the term of this Agreement. VENDOR's Services shall meet or exceed the standard of care and skill ordinarily used by members of VENDOR's profession practicing under similar circumstances. In submitting its response to the RFQ, VENDOR has represented to CITY that certain individuals employed by VENDOR shall provide services to CITY pursuant to this Agreement. CITY has relied upon such representations. Therefore,VENDOR shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 9. COMPLIANCE WITH LAWS. VENDOR shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances, and regulations that are applicable to the services to be rendered under this Agreement. 10. INDEMNIFICATION. The VENDOR shall indemnify and hold harmless CITY and its current, past, and future officers and employees from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys'fees,to the extent caused by the negligence, recklessness,or intentionally wrongful conduct of VENDOR or other persons employed or utilized by VENDOR in the performance of this Agreement. Neither party to this Agreement shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect, or consequential damages of any kind, including but not limited to lost profits or use that may result from this Agreement or out of the services or goods furnished hereunder. B. The parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or§768.28, Fla. Stat., as may be amended from time to time. PURSUANT TO FLORIDA STATUTE, NO INDIVIDUAL DESIGN PROFESSIONAL EMPLOYED BY OR ACTING AS AN AGENT OF VENDOR MAY BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM THE NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF THIS AGREEMENT 11. INSURANCE. A. During the performance of the services under this Agreement, VENDOR shall maintain the following insurance policies, and provide originals or certified copies of all policies to CITY's Risk Management Director. All policies shall be written by an insurance company authorized to do business in Florida. VENDOR shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any service pursuant to this Agreement: a. Worker's Compensation Insurance: The VENDOR shall procure and maintain for the life of this Agreement, Worker's Compensation Insurance covering all employees RFQ CW24-001 General Engineering Consulting Services A-13 with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any subcontractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton Beach, executed by the insurance company. b. Comprehensive General Liability: The VENDOR shall procure and maintain for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations; Independent consultants, Products-Completed Operations, and Contractual Liability with specific reference to Article 7, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury, or property damage that could arise directly or indirectly from the performance of this Agreement. VENDOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/and $1,000.000 per occurrence/aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty(30) calendar days prior written notice to the CITY. c. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of this Agreement, Business Automobile Liability Insurance. The VENDOR shall maintain a minimum amount of$1,000,000 combined single limit for bodily injury and property damage liability to protect the VENDOR from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non-owned automobile, included rented automobiles, whether such operations be by the VENDOR or by anyone directly or indirectly employed by the VENDOR. d. Professional Liability (Errors and Omissions) Insurance: The VENDOR shall procure and maintain for the life of this Agreement in the minimum amount of $1,000,000 per occurrence. e. Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined appropriate by the CITY depending on the type of job and exposures contemplated. Coverage must follow the form of the General Liability, Auto Liability, and Employer's Liability. This coverage shall be maintained for a period of no less than the later of three (3) years after the delivery of goods/services or final payment pursuant to the Agreement. B. VENDOR shall provide the CITY with all Certificates of Insurance required under this section prior to beginning performance under this Agreement. Failure to maintain the required insurance will be considered a default of the Agreement. C. The CITY shall be named as an additional insured. The coverage shall contain no limitations on the scope of protection afforded to the CITY, its officers, officials,employees, or volunteers.A current valid insurance policy meeting the requirements herein identified shall be maintained during the duration of this Agreement, and shall be endorsed to state that coverage shall not be suspended, voided, or canceled by either party, reduced in coverage in limits except after thirty (30) calendar days prior written notice by either certified mail, return receipt requested, has been given to the CITY. D. The CITY reserves the right to reasonably require any additional insurance coverage or increased limits as determined necessary by the Risk Management Director. The CITY reserves the right to review, modify, reject, or accept any required policies of insurance, including limits, coverage, or endorsements throughout the term of the Agreement. 12. INDEPENDENT VENDOR/CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an independent vendor/contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither VENDOR nor any employee of VENDOR shall be entitled to any benefits accorded CITY employees by virtue of the services provided under this Agreement. The CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or for contributing RFQ CW24-001 General Engineering Consulting Services A-14 to the state industrial insurance program, otherwise assuming the duties of an employer with respect to VENDOR, or any employee of VENDOR. 13. COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the VENDOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the VENDOR any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 14. TRUTH-IN-NEGOTIATION CERTIFICATE. A. Execution of this Agreement by the VENDOR shall act as the execution of a truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement is accurate, complete, and current as of the date of the Agreement and no higher than those charged the VENDOR's most favored customer for the same or substantially similar service. B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non-current wage rates or due to inaccurate representations of fees paid to outside VENDORs. The CITY shall exercise its rights under this "Certificate"within one (1)year following payment. 15. SUBCONTRACTING. A. VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY B. The CITY reserves the right to accept the use of a sub-consultant or to reject the selection of a particular sub-consultant and to inspect all facilities of any sub-consultant in order to make a determination as to the capability of the sub-consultant to perform properly under this Agreement. If the VENDOR uses any sub-consultants on this project, the following provisions of this Article shall apply: C. If a sub-consultant fails to perform or make progress, as required by this Agreement, and it is necessary to replace the sub-consultant to complete the Services in a timely fashion, the VENDOR shall promptly do so, subject to acceptance of the new sub-consultant by the CITY. The substitution of a sub-consultant shall not be adequate cause to excuse a delay in the performance of any portion of this Agreement as set forth in the Scope of Work or applicable Task Order. D. The VENDOR, its sub-consultants, agents, servants, or employees agree to be bound by the terms and conditions of this Agreement and its agreement with any sub-consultant for work to be performed for the CITY the VENDOR must incorporate the terms of this Agreement. 16. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 17. ASSIGNMENT. The VENDOR shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY. 18. NON-WAIVER. A waiver by either CITY or VENDOR of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. 19. TERMINATION. RFQ CW24-001 General Engineering Consulting Services A-15 A. Termination for Convenience. This Agreement may be terminated by the CITY for convenience, upon fourteen (14) calendar days of written notice by the terminating party to the other party for such termination in which event the VENDOR shall be paid its compensation for services performed to the termination date, including services reasonably related to termination. In the event that the VENDOR abandons the Agreement or causes it to be terminated,the VENDOR shall indemnify the CITY against loss pertaining to this termination. B. Termination for Cause. In addition to all other remedies available to CITY, this Agreement shall be subject to cancellation by CITY for cause, should VENDOR neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by VENDOR of written notice of such neglect or failure. 20. DISPUTES. A. Any and all legal action necessary to enforce the terms of this Agreement shall be governed by the laws of the State of Florida. Any legal action arising from the terms of this Agreement shall be submitted to a court of competent jurisdiction exclusively located in Palm Beach County. B. Correction of Work. If, in the judgment of CITY, work provided by VENDOR does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, CITY reserves the right to require that VENDOR correct all deficiencies in the work to bring the work into conformance without additional cost to CITY, and/or replace any personnel who fail to perform in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-conformance and the quality of workmanship. C. Remedies in Default. In case of default by VENDOR, CITY shall notify VENDOR, in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct VENDOR to comply with all provisions of the Agreement. If the abandonment,delay, refusal,failure, neglect, or default is not cured within seven (7) calendar days of when notice was sent by CITY, CITY may declare a default of the Agreement and notify VENDOR of such declaration of default and terminate the Agreement. a. Upon such declaration of default, all payments remaining due VENDOR at the time of default, less all sums due CITY for damages suffered or expenses incurred by reason of default, shall be due and payable to VENDOR. b. CITY may complete the Agreement, or any part thereof, either by day labor, use of a subcontractor, or by re-letting a contract for the same, and procure the equipment and the facilities necessary for the completion of the Agreement, and charge the cost of same to VENDOR together with the costs incident thereto to such default. c. In the event CITY completes the Agreement at a lesser cost than would have been payable to VENDOR under this Agreement, if the same had been fulfilled by VENDOR, CITY shall retain such differences. Should such cost to CITY be greater, VENDOR shall pay the amount of such excess to the CITY. d. Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the Agreement at any time,whenever the service provided by VENDOR fails to meet reasonable standards of the trade after CITY gives written notice to the VENDOR of the deficiencies as set forth in the written notice within thirty (30) calendar days of the receipt by VENDOR of such notice from CITY. 21. UNCONTROLLABLE FORCES. 21.1 Neither the CITY nor VENDOR shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, RFQ CW24-001 General Engineering Consulting Services A-16 earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 21.2 Neither party shall, however, be excused from performance if non-performance is due to forces, which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. CITY PROVIDED INFORMATION AND SERVICES. 22.1 CITY shall furnish VENDOR available studies, reports, and other data pertinent to VENDOR'S services; obtain or authorize VENDOR to obtain or provide additional reports and data as required; furnish to VENDOR services of others required for the performance of VENDOR's Services hereunder, and VENDOR shall be entitled to use and rely upon all such information and services provided by CITY or others in performing VENDOR's Services under this Agreement. 23. ESTIMATES AND PROJECTIONS. 23.1 In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, VENDOR has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs;competitive bidding procedures and market conditions;time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, VENDOR makes no warranty that CITY's actual project costs, financial aspects, economic feasibility, or schedules will not vary from VENDOR's opinions, analyses, projections, or estimates. 24. THIRD PARTIES. 24.1 The services to be performed by VENDOR are intended solely for the benefit of CITY. No person or entity not a signatory to this Agreement shall be entitled to rely on VENDOR's performance of its services hereunder, and no right to assert a claim against VENDOR by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of VENDOR's services hereunder. 25. NOTICES. Notices to the CITY shall be sent to the following address: Daniel Dugger, City Manager City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, FL 33435 Telephone No. (561) 742-6000 Notices to VENDOR shall be sent to the following address: ATTN: Brian Moore; Jose Morales; Meeghan Casey GHD Services, Inc. Address: 3380 Fairlane Farms Road Suite 16 Wellington, FL 33414 Phone: 561-688-9008 ; 813-971-3882 Email: brian.mooreqhd.com ;jose.morales(c ghd.com ; meeghan.casey(a ghd.com 26. INTEGRATED AGREEMENT. This Agreement, together with RFQ and any addenda and/or attachments, represents the entire and integrated Agreement between the CITY and the VENDOR and supersedes all RFQ CW24-001 General Engineering Consulting Services A-17 prior negotiations, representations, or agreements, written or oral. This Agreement may be amended only by written instrument signed by both CITY and VENDOR. 27. PUBLIC RECORDS.The CITY is a public agency subject to Chapter 119, Florida Statutes. The VENDOR shall comply with Florida's Public Records Law. Specifically, the VENDOR shall: A. Keep and maintain public records required by the CITY to perform the service; B. 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 Chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and, following completion of the Agreement, VENDOR shall maintain in a secured manner all copies of such confidential and exempt records remaining in its possession once the VENDOR transfers the records in its possession to the CITY; and D. Upon completion of the Agreement, VENDOR shall transfer to the CITY, at no cost to the CITY,all public records in VENDOR's possession.All records stored electronically by VENDOR 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 VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 TELEPHONE: 561-742-6060 CityClerk(a�bbfl.us 28. E-VERIFY. 28.1 VENDOR certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. Definitions for this Section: A. "Contractor, Vendor, Proposer, Consultant" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. B. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for a salary, wages, or other remuneration. C. "E-Verify system" means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. RFQ CW24-001 General Engineering Consulting Services A-18 28.1.2 Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E- Verify System in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: A. All persons employed by a Contractor to perform employment duties within Florida during the term of the Agreement; B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and C. By entering into this Agreement, the Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. 28.1.3 Contract Termination. If the City has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09 (1), Fla. Stat., the contract shall be terminated 29. SCRUTINIZED COMPANIES 287.135 and 215.473. By execution of this Agreement, VENDOR certifies that VENDOR is not participating in a boycott of Israel. VENDOR further certifies that VENDOR is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has VENDOR been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The CITY shall provide notice, in writing, to VENDOR of the CITY's determination concerning the false certification. VENDOR shall have five (5) calendar days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, VENDOR shall have ninety(90)calendar days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If VENDOR does not demonstrate that the CITY's determination of false certification was made in error then the CITY shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 30. SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign immunity by the CITY or as a waiver of limits of liability or rights the CITY may have under the doctrine of sovereign immunity or under Section 768.28, Florida Statutes. 31. CONFLICTS. If there is a conflict or inconsistency between any term, statement, requirement, or provision of this Agreement, Exhibits, any Task Order, VENDOR's Proposal, or other documents incorporated into this Agreement, such conflict shall be resolved pursuant to the following order of precedence (1) this Agreement, (2) any Task Order, (3)the RFQ, and (4) VENDOR's Proposal. 32. COMPLIANCE WITH STATE ENERGY POLICY AND CONSERVATION ACT. VENDOR shall comply with all mandatory standards and policies relating to energy efficiency contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Pub. L. 94-163, 89 Stat. 871). 33. DOMESTIC PREFERENCE FOR PROCUREMENTS. As appropriate and to the extent consistent with law, the VENDOR should,to the greatest extent practicable, provide a preference for the purchase,acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items RFQ CW24-001 General Engineering Consulting Services A-19 and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe;aggregates such as concrete;glass, including optical fiber; and lumber. 34. LICENSE AND DELIVERY OF WORKS SUBJECT TO COPYRIGHT AND DATA RIGHTS. If applicable,the VENDOR grants to CITY, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this Agreement, VENDOR will identify such data and grant to the CITY or acquire on its behalf a license of the same scope as for data first produced in the performance of this contract. Data, as used herein, shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this Agreement, VENDOR will deliver to the VENDOR data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this Agreement in formats acceptable by VENDOR. 35. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or any subcontractor will have access to an individual's personal identifying information under this Agreement. VENDOR represents and certifies: (i) VENDOR is not owned by the government of a foreign country of concern; (ii) the government of a foreign country of concern does not have a controlling interest in VENDOR; and (iii) VENDOR is not organized under the laws of and does not have its principal place of business in, a foreign country of concern. Prior to VENDOR and any subcontractor having access to personal identifying information pursuant to this Agreement, VENDOR and any subcontractor shall submit to City executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes. Compliance with the requirements of this section is included in the requirements of a proper invoice. Terms used in this section that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes. 36. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, VENDOR shall provide CITY with an affidavit attesting that the VENDOR does not use coercion for labor or services, in accordance with Section 787.06(13), Florida Statutes. 37. COUNTRIES OF CONCERN. VENDOR represents that it is, and for the duration of the Term will remain, in compliance with Section 286.101, Florida Statutes. 38. DULY LICENSED. VENDOR represents that it is duly licensed in Florida to perform the Services under this Agreement and that it will continue to maintain all licenses and approvals required to conduct its business. SIGNATURE PAGE FOLLOWS RFQ CW24-001 General Engineering Consulting Services A-20 "This Agreement will take effect once signed by both parties.This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes." IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be considered an original on the following dates: DATED this Igly of 11vebe,/ , 20 MI. CITY OF BOYNTO :EACH j a 7.46 Z ii, ,C4c-s-,q(04,4, Ty Pe " May. (Authorized Official Name), (Ver or) Chrissi Harding Print Name of Authorized Official Business Group Leader, VP Title ,`,�,, ',IICf3,,,� V:Op pqC :. (Corporate Seal) I SEAL; \oiiAW PP`,`... �1 01� t.•••••. 'I Attest/Authenticated: O °a CJ o i, ,rya , 1 o: °1 Witness +�'t •o °a-••9 i TO,Sr f!?O. 0-ee S i �,`0�••31dO��r- Print Name ‘„ 38N Approved as to orm: 1 Aix Ja J. Kii- Shawna G. Lamb, Office of the City Attorney Attes Auth=nti.. :-•: 0 Maylee De Jes• , City Clerk 4 RFQ CW24-001 General Engineering Consulting Services A-21 EXHIBIT B Fee Schedule PERSONNEL CLASSIFICATIONS HOURLY RATE Principal $295 Project Manager $250 Senior Engineer $235 Mid Engineer $160 Jr. Engineer $120 Sr. Scientist/Geologist $150 Mid Scientist/Geologist $140 Jr. Scientist/Geologist $100 Technician _ $80 CADD/GIS _ _ $110 Administrative Support $130 Reimbursable Expenses: Direct costs such as postage, prints, and delivery services will be billed at cost. Mark-up % Sub-Consultants Fee: 10 RFQ CW24-001 General Engineering Consulting Services Fee Schedule Exhibit B ATTACHMENT "A" City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts, leases,and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as "Certificate Holder" and "The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+" or higher. (NOTE:An insurance contract or binder may be accepted as proof of insurance if a Certificate is provided upon selection of vendor.) Thefollowing is a list of types of insurance required of contractors, lessees, etc., and the limits required by the City: (NOTE:This list is not all inclusive, and the City reserves the right to require additional types of insurance, or to raise orlower the stated limits, based upon identified risk.) TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners & Contractor's Protective (OCP) Personal &Adv. Injury $ 1,000,000.00 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage (any one fire) $ 50,000.00 Broad Form Vendors Med. Expense (any one person) $ 5,000.00 Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability Professional Liability Aggregate $ 1,000,000.00 Automobile Liability Combined Single Limit $1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease, Policy Limit $ 1,000,000.00 Disease Each Employe, $ 1,000,000.00 Property: Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other-As Risk Identified to be determined INSURANCE ADVISORY FORM RFQ CW24-001 General Engineering Consulting Services Insurance Advisory ATTACHMENT "B" ji AFFIDAVIT OF COMPLIANCE WITH FOREIGN ENTITY LAWS The undersigned,on behalf of the entity listed below("Entity"),hereby attests under penalty of perjury as follows: 1. Entity is not owned by the government of a foreign country of concern as defined in Section 287.138, Florida Statutes. (Source: §287.138(2)(a), Florida Statutes) 2. The government of a foreign country of concern does not have a controlling interest in Entity. (Source: §287.138(2)(b), Florida Statutes) 3. Entity is not organized under the laws of, and does not have a principal place of business in, a foreign country of concern. (Source: §287.138(2)(c), Florida Statutes) 4. The undersigned is authorized to execute this affidavit on behalf of Entity. Date: 4- ,20 2ASigned: {�it�S51 (l.� i Lti Entity: V61) 2iV 'S Name: CVrr CS ' Oa_VAty) ) Title: i P STATE OF 7 (6 f`/ C1 COUNTY OF /1.(1 clx:c D1lt The foregoing instrument was acknowledged before me, by means of 6 physical presence or 0 online notarization, this -l day of (k._-(-( I)4 , , 20?q, by ( 'h 1 , i fl, , c 1, r,t as �, . t �t�r i (t y 1 for ,, f-( () ‘--4c- , . < t S , who is'personally known to .r _ who has produced as identification. CER ,fir ky. CHERYL TIDWELL ( if t`f, Notary Public-State of Florida �' Commission W HH 321249 d `..Forte My Comm.Expires Oct 12,2026 I Bonded through National Notary Assn. Notary Public Signature: jkleu-c'c, State of Florida at La ge(meal) Print Name: (\ht'ry I 71 ClCd r' a( My commission expires: CCTDb'r- t//204, Affidavit of Compliance with Foreign Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Consulting Services Affidavit of Compliance with Foreign Entity Laws lx l //r°� 1` w i u r. N AFFIDAVIT OF COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS In accordance with section 787.06 (13), Florida Statutes, the undersigned, on behalf of the entity listed below ("Entity"), hereby attests under penalty of perjury that: Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking." VOACt Date: , 202,11 _ Slgned. 11 Entity:&F IJ Se,VV►CQc Name: Oki( lS>+ H «I 1 tAt) Title: STATE OF / COUNTY OF h). r(Q+�-) The foregoing instrument was acknowledged before me, by means of physical presence or ❑ online notarization, this cfa' of-, 20 , by , as ,sst /' i;,�, i .1 for (J / k.4( , , who is personally known to me.or who has produced as identification: t AO WiiI\ CHERYLTIDWELL (TvNotary Public-State of Florida Commission//NH 321249 c My Comm.Expires Oct 12,2026 edndcd through National Nota yAssn. Notary Public Signature: (. ���` rer State of Florida at Larger Print Name: i < < Y 7, (rte (( My commission expires: r 1Z1 ZDZco Affidavit of Compliance with Anti-Human Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Services Affidavit of Compliance with Anti-Human Trafficking Laws Y OA, oo \ V ETON 9 47 GENERAL ENGINEERING CONSULTING SERVICES AGREEMENT This Agreement ("Agreement"), is entered into between the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida,with a business address of 100 East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as "CITY", and EXP U.S. Services, Inc. a [type of entity: corporation]authorized to do business in the State of Florida,with a business address of 201 Alhambra Circle, Suite 800, Coral Gables, FL 33134, hereinafter referred to as "VENDOR". In consideration of the mutual benefits, terms, and conditions hereinafter specified, the Parties agree as set forth below. WHEREAS, the CITY solicited proposals for a non-exclusive agreement to perform General Engineering Consulting Services, and WHEREAS, the CITY issued a Request for Qualification for General Engineering Consulting Services; and WHEREAS, RFQ No. CW24-001 defined Scope of Services for General Engineering Consulting Services; and WHEREAS, the CITY determined that VENDOR was qualified for appointment to perform the scope of services set forth in RFQ No. CW24-001; and WHEREAS, the CITY Commission on July 16, 2024, determined that VENDOR was qualified for appointment to perform the scope of services set forth in the Request For Qualifications RFQ No. CW24-001; and NOW,THEREFORE, in consideration of the mutual covenants expressed herein,the parties agree as follows: 1. SERVICES AND RESPONSIBILITIES. 1.1 VENDOR hereby agrees to perform the General Engineering Consulting Services, by way of individual Task Orders, at the request of the CITY during the term of this Agreement as more particularly described in the Request for Qualifications RFQ No. CW24-001 for General Engineering Consulting Services, which is incorporated herein by reference. The specific projects that may be assigned to the VENDOR are in conjunction with the specific ® box next to the Scope Category: ❑Scope Category A Water Plant Modifications, Capacity and Operations Evaluation ❑Scope Category B Infrastructure Improvements and Evaluations ❑Scope Category C Ancillary Studies and Services ❑Scope Category D Transportation Services ❑Scope Category E Architectural Services ❑Scope Category F Hydrogeological Services ®Scope Category G Green Infrastructure, Sustainability, and Resiliency Services ❑Scope Category H Geotechnical Services ❑Scope Category J Civil Land Development Services ❑Scope Category K Recreation and Parks Services 1.2 The VENDOR agrees to perform work assigned by Task Order(s)(the "Services") under such terms as set forth in the Task Order(s). The Task Order Form is attached hereto as Exhibit A. The terms of the Task Order(s)shall be supplemental to the terms of this Agreement. RFQ CW24-001 General Engineering Consulting Services A-1 1.3 VENDOR shall furnish all services, labor, equipment, supplies, and materials necessary and as may be required in the performance of this Agreement, except as otherwise specifically provided for herein, and all Services performed under this Agreement shall be done in a professional manner. 1.4 VENDOR assumes professional and technical responsibility for performance of its services to be provided hereunder in accordance with recognized professional and ethical guidelines established by their profession. If within one year following completion of its services, such services fail to meet the aforesaid standards,and the CITY promptly advises VENDOR thereof in writing, VENDOR agrees to re-perform such deficient services without charge to the CITY. 1.5 The relationship between CITY and VENDOR created hereunder and the services to be provided by VENDOR pursuant to this Agreement are non-exclusive. CITY shall be free to pursue and engage similar relationships with other VENDORS to perform the same or similar services performed by VENDOR hereunder, so long as no other consultant shall be engaged to perform the specific project(s)assigned to VENDOR while VENDOR is so engaged without first terminating such assignment. VENDOR shall be free to pursue relationships with other parties to perform the same or similar services, whether or not such relationships are for services to be performed within the CITY, so long as no such relationship shall result in a conflict of interest, ethical or otherwise, with the CITY's interests in the services provided by VENDOR hereunder. 1.6 The VENDOR is responsible for defects in its work and in the work of its Sub consultants'. 1.7 PRELIMINARY SERVICES PHASE: The VENDOR shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The VENDOR shall attend meetings with the CITY Commission and CITY staff as may be required, and provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents. 1.7.1 During the preliminary services phase, the VENDOR shall advise the CITY, based on VENDOR'S professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project;VENDOR to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY'S needs for surveys; perform site evaluations and comparative studies of prospective site and solutions; and prepare and furnish a report to the City setting forth the VENDOR'S findings and recommendations. 1.7.2 Preliminary design services to be performed by the VENDOR shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 1.7.3 VENDOR shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed project; and/or 1.7.4 Upon authorization of the CITY, the VENDOR will provide advice and assistance relating to operation and maintenance of project or other systems;evaluate and report on operations; assist the CITY in matters relating to regulatory agency operations review or operating permit non-compliance; assist with startup and operator training RFQ CW24-001 General Engineering Consulting Services A-2 for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project. 1.8 BASIC SERVICES: The VENDOR shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY. 1.9 FINAL DESIGN SERVICES shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits, and landfill permits. 1.9.1 The VENDOR based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule, or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical, and electrical systems,and any other requirements or systems,materials and such other elements as may be appropriate for a complete project. The VENDOR shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1.9.2 The VENDOR based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY. The Construction Documents shall consist of drawings and specifications setting forth in detail the requirements for the construction of the project. 1.9.3 The VENDOR shall assist the CITY in the preparation of the necessary proposal information and forms. 1.9.4 The VENDOR shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1.9.5 The VENDOR shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1.9.6 VENDOR shall include in the Construction Documents a requirement that the construction contractor shall provide a final as-built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked-up construction drawings to the VENDOR so that the VENDOR can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1.9.7 Prior to final approval of the Construction Documents by the CITY,the VENDOR shall conduct a thorough review and quality control evaluation of the entire work product for compliance with the requirements of any local, state, or federal agency from which a permit or other approval is required. The VENDOR shall make sure that all necessary approvals have taken place. 1.9.8 Prior to each phased submittal, the VENDOR shall conduct a thorough quality control review and assessment of the work product to determine whether the work is properly RFQ CW24-001 General Engineering Consulting Services A-3 coordinated and confirm that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The VENDOR shall provide to the CITY a Quality Assurance and Quality Control plan in a format that advises the CITY that all work has been performed as required. A report shall be submitted in accordance with those standards to apprise the CITY that due care has been taken in the preparation of the Contract Documents. 1.9.9 The VENDOR shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable. The VENDOR shall comply with all of its governing laws, rules, regulations, codes, directives, and other applicable federal, state, and local requirements in preparation of the work. 1.10 The VENDOR shall provide the construction documents, technical specifications, and drawings completed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 1.11 The VENDOR, following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost, shall, when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals and assist in preparing contracts for construction. 1.11.1 The VENDOR shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY'S Procurement Administrative Policy Manual. 1.11.2 Any Opinion of the Construction Cost prepared by VENDOR represents its judgment as a design professional and is supplied for the general guidance of the CITY. Since VENDOR has no control over market conditions, VENDOR does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to the CITY. If the project is not advertised for proposals within three (3) months after delivery of Final Design Plans,through no fault of the VENDOR or if either local market conditions or industry-wide prices have changed because of unusual or unanticipated events affecting the general level of prices or times of delivery in the construction industry, the established Construction Cost limit may be adjusted as determined by the CITY'S Representative and as approved by the CITY, if necessary. Additionally, if the CITY expands a project scope of work after the VENDOR renders the Final estimated probable Construction Cost of the Final Design Plans, the VENDOR shall not be responsible for any redesign without compensation, which shall be mutually agreed to by the parties hereto. 1.11.3 The VENDOR shall provide the CITY with a list of recommended prospective bidders. 1.11.4 The VENDOR shall attend all pre-proposal/per-bid conferences. 1.11.5 The VENDOR shall recommend any addenda, through the CITY'S representative as appropriate, to clarify, correct, or change proposal documents. 1.11.6 If Pre-Qualification of bidders is required as set forth in the Request for Proposals, Request for Qualifications or Invitation to Bid (two-step bid process), VENDOR shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.11.7 If requested, VENDOR shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY. 1.12 The CITY shall make decision on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the work after receiving a recommendation from the VENDOR. The VENDOR shall check schedules, shop drawings and other submissions for the limited purpose of checking conformance with the RFQ CW24-001 General Engineering Consulting Services A-4 concept of the project, and for compliance with the information given by the Construction Documents. The VENDOR shall also review change orders prepared and submitted by Contractor and review and make recommendations to the City for progress payments to the Contractor based on each project schedule of values and the percentage of work completed. The VENDOR will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the construction of the assigned task order projects. 1.12.1 The CITY shall maintain a record of all change orders, which shall be categorized to the various types, causes, etc. that may be determined useful and necessary for its purpose. 1.12.2 If the VENDOR is not the Construction Manager for the construction, the CITY shall notify the VENDOR within three (3) business days of the discovery of any architectural/engineering error or omission so that the VENDOR can be part of the negotiations resolving the claim between the CITY and the Contractor. 1.13 The VENDOR shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination, when the schedule of values is found to be appropriate, the VENDOR shall sign the schedule of values indicated in the belief that the schedule of values constitutes a reasonable, balanced basis for payment of the Application for Payment to the Contractor. 1.14 The VENDOR shall perform on-site construction observation of each project based on the Construction Documents in accordance with paragraph 1.19 "Resident Project Services" of this Agreement. The VENDOR observation shall determine the progress of the work completed, and whether the work is proceeding in a manner indicating that the work when fully competed will be in accordance with the Construction Documents. On the basis of site visits, the VENDOR will provide the CITY with a written report of each site visit in order to reasonably inform the CITY of the progress of the portion of the work completed. The VENDOR shall endeavor to identify for the CITY any defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. The VENDOR shall not have control over or charge of, or responsibility for the construction means, methods, techniques, sequences or procedures. or for safety precautions and programs in connection with the work, nor shall the VENDOR be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The VENDOR shall not have control over or charge of,and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. Based on such observation and the Contractor's Application for Payment, the VENDOR shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated. By issuing a Certificate of Payment, the VENDOR will also represent to the CITY that to the best of its information and belief, based on what its observation has revealed, the work is in accordance with the Construction Documents. The VENDOR shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1.15 The VENDOR shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings, and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY'S version of AutoCad formats for archival purposes. 1.16 The VENDOR shall attend regularly scheduled progress meetings on site bi-monthly or as otherwise determined based on a specific need established prior to construction by the CITY. RFQ CW24-001 General Engineering Consulting Services A-5 1.17 The VENDOR shall review change orders prepared and submitted by the Contractor for the CITY'S approval. VENDOR shall not authorize any changes in the work or time, no matter how minor, without prior written approval by the CITY. 1.18 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by VENDOR,which shall be timely completed by Contractor to the satisfaction of the CITY,written notification to Contractor by VENDOR that all releases of liens are satisfied, and written recommendation by VENDOR for final payment to the Contractor which shall be at the sole discretion of the CITY. 1.19 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the VENDOR will, if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ("Resident Project Representative") of the VENDOR. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project Representative will endeavor to identify for the CITY any defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but are not limited to the following: a. Conducting all pre-construction conferences; b. Conducting all necessary construction progress meetings; c. Observation of the work in progress to the extent authorized by the CITY; d. Receipt, review coordination, and disbursement of shop drawings and other submittals; e. Maintenance and preparation of progress reports; f. Field observation and verification of quantities of equipment and materials installed; g. Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; h. Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project-related documents, and at the completion of each project, deliver all such records to the CITY; i. Preparation, update, and distribution of a project budget with each project schedule; j. Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; k. Scheduling and conducting monthly progress meetings at which CITY, Engineer, general contractor, trade contractor, utilities representatives, and suppliers can jointly discuss such matters as procedures, progress, problems, and scheduling. I. Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and/or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; m. Development and implementation of a system for the preparation, review, and processing of change orders; n. Maintenance of a daily log of each project; o. Recording the progress of each project, and submission of written monthly progress reports to the CITY, including information on the Contractors'work and the percentage of completion; p. Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; and q. Securing and transmitting to the CITY, required guarantees; affidavits; releases; key manuals; record drawings; and maintenance stocks; The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the VENDOR or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided, however, that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the VENDOR. The Resident Project Representative shall not have control over or charge of,or responsibility for the construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the work, nor shall the Resident Project Representative be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract RFQ CW24-001 General Engineering Consulting Services A-6 Documents. The Resident Project Representative shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the work. Although VENDOR shall not be responsible for health or safety programs or precautions related to CITY"s activities or those of CITY's other contractors and consultants or their respective subcontractors and vendors ("Contractors"), VENDOR shall nonetheless report to the Resident Project Representative health and safety conditions or deficiencies observed by VENDOR'S employees or representatives. VENDOR shall not be responsible for CITY's pre- existing site conditions or the aggravation of those preexisting site conditions to the extent not caused by the negligence or willful misconduct of VENDOR. VENDOR shall not be responsible for inspecting, observing, or correcting health or safety conditions or deficiencies of CITY, Contractors, or others at the project site ("Project Site") other than for VENDOR's employees, sub-consultants, and vendors. 1.20 ADDITIONAL SERVICES 1.20.1 When additional services are necessary, they shall be specified in the written Task Order. Examples of additional non-exclusive services are: a. Preparation of applications and supporting documents for private or governmental grants, loans, or advances in connection with any particular project. b. Services to make measured drawings of or to investigate existing conditions or facilities or to verify the accuracy of drawings or other information furnished by or to the CITY. c. Services resulting from significant changes in the general scope, extent, or character of any particular project or its design, including but not limited to changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the VENDOR'S control. d. Providing renderings or models for the CITY's use. e. Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out-of-sequence work. f. Investigations and studies involving but not limited to, detailed considerations of operations, maintenance, and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies; cash flow and economic evaluations, rate schedules, and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY. g. Assistance in connection with Proposal/proposal protests, re-bidding or re- negotiating contracts for construction, materials, equipment, or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the VENDOR (e.g. defective plans and/or specifications which inhibit contractors from submitting proposals)in which event there shall be no additional cost for the provision of such services. h. Preparing to serve or serving as a VENDOR or witness for the CITY in any litigation, arbitration, or other legal or administrative proceeding. i. Additional services in connection with a project not otherwise provided for in this Agreement. RFQ CW24-001 General Engineering Consulting Services A-7 j. Services in connection with a field order or change order requested by the CITY. k. Providing artwork, models, or renderings as requested by the CITY. 1.21 When required by the Construction Contract documents in circumstances beyond the VENDOR'S control, and upon the CITY'S authorization, it will furnish the following additional services. a. Services in connection with work changes necessitated by unforeseen conditions encountered during construction. b. Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the VENDOR. c. Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor,3)acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the VENDOR or if the VENDOR fails to notify the Contractor of the deficient quality of their workmanship pursuant to VENDOR'S duties as described in the Contract Documents, the VENDOR's additional services shall be deemed part of Basic Services and compensated as such. d. Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. e. Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and/or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. f. Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the VENDOR in which case such services shall be deemed Basic Services. Except when caused by a design error by the VENDOR, the cost of such services shall be borne by the Contractor,and this requirement shall be included in the construction contract. 1.22 CITY'S RESPONSIBILITIES 1.22.1 The CITY shall do the following in a timely manner so as not to delay the services of the VENDOR: 1.22.2 Designate in writing a person or persons to act as the CITY's representative with respect to the services to be rendered under this Agreement. Such person(s) shall have complete authority to transmit instructions and receive information with respect to the VENDOR'S services for a particular project.The CITY may have multiple CITY Representative(s) or project managers during the performance of this Agreement based on the specific Task Orders from each of the Scope Categories. 1.22.3 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements,flexibility and expandability, and any budgetary limitations. 1.22.4 Assist the VENDOR by providing, at the VENDOR's request, all available information pertinent to the Project, including previous reports and any other data relative to the design or construction of the project. RFQ CW24-001 General Engineering Consulting Services A-8 1.22.5 Furnish to the VENDOR, if required for the performance of VENDOR's services (except where otherwise furnished by the VENDOR as Additional Services), the following: 1.22.6 Data prepared by, or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests, and inspection of samples, materials, and equipment; 1.22.6.1 Appropriate professional interpretations of all of the foregoing; 1.22.6.2 Environmental assessment and impact statements; 1.22.6.3 Property, boundary, easement, right-of-way, topographic and utility surveys; 1.22.6.4 Property descriptions; 1.22.6.5 Zoning, deed, and other land use restrictions; 1.22.6.6 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the VENDOR; and 1.22.6.7 Arrange for access to make all provisions for the VENDOR to enter upon the CITY's property as required for the VENDOR to perform services under this Agreement. 1.22.6.8 Consistent with the professional standard of care and unless otherwise specifically provided herein, VENDOR shall be entitled to rely upon the accuracy of data and information provided by the CITY or others without independent review or evaluation. 1.23 SEQUENCE OF EVENTS 1.23.1 Following receipt of any Task Order, the VENDOR shall submit to the CITY, at least five (5) business days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations. 1.23.2 Task Orders will be issued to the VENDOR in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non-performance by VENDOR pursuant to this Agreement. 1.23.3 In accordance with the CITY's Purchasing Policy Manual, proposals received by the VENDOR as a result of a Task Order that exceeds the Procurement threshold amount, will require approval from CITY Commission before the execution of services. 1.23.4 When the CITY issues Task Orders to the VENDOR, each authorization shall contain a stated completion schedule. If caused by the negligent errors or omissions of VENDOR, failure of the VENDOR to meet the stated schedule shall constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. 1.23.5 It is anticipated and intended that the VENDOR will be authorized to begin new Task Order(s) on a "rolling" basis, as some already assigned Task Orders near timely completion. If a subsequent Task Order is issued to the VENDOR before it has completed the current Task Order, the completion date for each Task Order will remain independent of each other so that the VENDOR will prioritize the uncompleted Task Order from the first Task Order and finish as soon as practical. Failure to RFQ CW24-001 General Engineering Consulting Services A-9 complete the"older"Task Orders in a timely manner may adversely impact continued early authorization to start subsequent work. 1.23.6 When the VENDOR has exceeded the stated completion date, including any extension for extenuating circumstances, which may have been granted, a written notice of Default will be issued within seven (7) calendar days of the date that the default became active with a requirement of seven (7) calendar days to cure said default, to the VENDOR and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured. 1.23.7 Should the VENDOR exceed the assigned completion time, the CITY reserves the right not to issue to the VENDOR any further Task Order(s) until such time as it is no longer in default and the VENDOR has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent Task Orders. This restricted issuance provision may result in the VENDOR not being issued all of the planned work the CITY anticipated in this Agreement. The VENDOR shall have no right to the balance of any work or to any compensation associated with these non-issued Task Orders due to the VENDOR being rendered in default. 1.23.8 Should the VENDOR remain in default for a period of fifteen(15)consecutive calendar days beyond the time frame provided in Paragraph 1.23.6, the CITY may at its sole option retain another VENDOR to perform any Services arising out of this Agreement and/or terminate this Agreement. 1.24 DEFINITION OF DEFAULT 1.24.1 An event of default shall mean a material breach of this Agreement. Without limiting the generality of the foregoing and in addition to those instances referred to as a material breach, an event of default shall include the following: a. VENDOR has not performed services on a timely basis due to VENDOR's negligent errors or omissions; b. VENDOR has refused or failed to supply enough properly skilled personnel; c. VENDOR has failed to make prompt payments to VENDOR's sub-consultants or suppliers for any services after receiving payment from the CITY for such services or supplies; d. VENDOR has failed to obtain the approval of the CITY where required by this Agreement; e. VENDOR has refused or failed to provide the services as defined in this Agreement; f. VENDOR has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety (90) calendar days of such date; g. CITY has failed to make payments to VENDOR in accordance with the requirements of this Agreement; 1.24.2 In the event of Default, the VENDOR shall be liable for all damages resulting from the Default including: a. The difference between the amount that has been paid to the VENDOR and the amount required to complete the VENDOR's Services, provided the fees by the firm replacing the VENDOR are reasonable and the hourly rates do not exceed the VENDOR'S rates. This amount shall also include procurement and administrative costs incurred by the CITY. b. In the event of default by the City, VENDOR may suspend the Services pending receipt of such payment. 1.24.3. The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of RFQ CW24-001 General Engineering Consulting Services A-10 the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. 1.25 VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY. 1.26 The CITY's Representative during the performance of this Agreement shall be Keith Webber, or Designee. 1.27 The VENDOR's Representative during the performance of the Agreement shall be Ajani Stewart(Ajani.stewart@exp.com). 2. TERM. The initial Agreement period shall be for an initial term of two (2) years, commencing on 11/19/2024, and shall remain in effect through 11/18/2026. The City reserves the right to automatically renew the Agreement for two (2) two-year renewals subject to termination clause(s) as provided herein. The City requires firm fixed rates for the initial agreement term. Either party must give a sixty (60) calendar day(s)written notice prior to the Agreement anniversary date of the intent to not renew for the renewal term. The initial term and any exercised renewal terms are collectively referred to as the "Term." Automatic renewal terms will be based on the same terms, conditions, pricing, specifications, and services herein. The VENDOR understands and acknowledges that all services to be performed will be governed by this Agreement and that there is no guarantee of any assignment, minimum amount of professional services, compensation, or future work being given to the VENDOR. 3. Limited Term Extension: The CITY may, at its sole discretion and without further City Commission action, extend the term of this Agreement for an additional one-hundred and eighty (180) calendar days (the "limited term extension") by filing a written notice signed by the Vendor and the City's Purchasing Department. At no time shall this limited term extension extend more than one-hundred eighty (180) calendar days beyond the expiration date of this Agreement without further City Commission approval. The VENDOR will be reimbursed for these services at the rate in effect when this limited term extension clause was invoked by the CITY. 4. TIME OF PERFORMANCE/METHOD OF ORDERING SERVICES. 4.1. Services under this Agreement shall commence upon the CITY's written notice to the VENDOR through an executed Task Order. The VENDOR shall perform all Services and provide all work products required pursuant to this Agreement and the specific Task Order by the sequence of events, or unless the CITY grants an extension of time in writing. 4.2. Limitations. No Task Order issued under this Agreement will be valid if the estimated construction cost of the specific project or the study activity fee exceeds the amounts set forth in Section 287.055, Florida Statutes. 4.3. VENDOR shall complete each Task Order executed during the Term without regard to whether such completion would cause Services to be performed after the expiration date of this Agreement. Any Task Order for which performance extends beyond the Term may be amended after that expiration date, provided that any additional Services, time, and compensation are permitted under this Agreement. The terms and conditions of this Agreement shall continue to govern Task Orders notwithstanding the expiration of this Agreement. 5. PAYMENT. The VENDOR shall be paid by the CITY for completed work and for Services rendered as follows: a. Payment for the Services provided by VENDOR shall be made in accordance with the Fee Schedule as provided in Exhibit B attached hereto. b. Payment as provided in this section by the CITY shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment, and incidentals necessary to complete the Services. c. Compensation for vendor's sub-consultants will be negotiated based on each Task Order. Compensation will be through a direct mark-up in accordance with the Fee Schedule attached RFQ CW24-001 General Engineering Consulting Services A-11 hereto. Sub-consulting services shall be approved by the City's representative in writing prior to performance of the sub-consulting work. Consulting time for processing and management of the VENDOR's sub-consultant shall not be included in direct cost as the direct mark-up is applied for management efforts. d. The VENDOR may submit invoices to the CITY once per month during the progress of the Srevices for partial payment. Such invoices will be checked by the CITY, and upon approval thereof, payment will be made to the VENDOR in the amount approved. e. In certain cases where incremental billing for partially completed Services is permitted by the CITY's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f. Computation of Time Charges/Not-to-Exceed Method of Payment: When a service is to be compensated based on time charge/not-to-exceed method, the VENDOR shall submit a not- to-exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates,which shall not exceed the established hourly rates set forth in the Fee Schedule, plus any sub-consultant services and other related costs supporting the proposed Services. The CITY shall not be obligated to reimburse the VENDOR for costs incurred in excess of the total not-to-exceed cost amount. g. Final payment of any balance due to the VENDOR of the total Task Order price earned will be made promptly upon its ascertainment and verification by the CITY after the completion of the Services under this Agreement and its acceptance by the CITY. h. Final Invoice: In order for both parties herein to close their books and records, the VENDOR will clearly state"Final Invoice"on the VENDOR's final/last billing to the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, any other further charges, if not properly included on this invoice, are considered waived by the VENDOR. i. The VENDOR's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the CITY and State for a period of five (5) years after the termination of the Agreement. Copies shall be made available upon request. j. Hourly rates shall remain fixed and firm for the initial two (2) year period of this Agreement. Cost of subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes as determined by the City, have occurred in the industry, such increases shall not exceed 5%per year, or whichever is less, the latest yearly percentage increase in the All Urban Consumer Price Index (CPI-U) (National) as published by the Bureau of Labor Statistics, U.S. Department of Labor. The yearly increase or decrease in the CPI shall be based on the latest index published and available ninety (90) calendar days prior to the end of the Agreement year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) calendar days prior to the Agreement anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of this Agreement. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the VENDOR, a reasonable reduction in costs that reflect such changes in the industry. All rate increases above 2% must be approved by the City Commission on the recommendation of the Director of Financial Services. k. The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the CITY does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the CITY, the Agreement may be canceled by the CITY upon giving thirty (30) calendar days' written notice to the VENDOR. I. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes. RFQ CW24-001 General Engineering Consulting Services A-12 6. OWNERSHIP AND USE OF DOCUMENTS. Upon completion of any project / Task Order and final payment to VENDOR, all documents, drawings, specifications, and other materials produced by the VENDOR in connection with the services rendered under this Agreement shall be the property of the CITY whether the project for which they are made is executed or not. Notwithstanding the foregoing, the VENDOR shall maintain the rights to reuse standard details and other design copies, including reproducible copies, of drawings and specifications for information, reference, and use in connection with VENDOR's endeavors. Any use of the documents for purposes other than as originally intended by this Agreement, without the written consent of VENDOR, shall be at the CITY's sole risk and without liability to VENDOR and VENDOR's sub-consultants. 7. FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 8. WARRANTIES AND REPRESENTATIONS. VENDOR represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this Agreement and that it will retain and assign qualified professionals to all assigned projects during the term of this Agreement. VENDOR's Services shall meet or exceed the standard of care and skill ordinarily used by members of VENDOR's profession practicing under similar circumstances. In submitting its response to the RFQ, VENDOR has represented to CITY that certain individuals employed by VENDOR shall provide services to CITY pursuant to this Agreement. CITY has relied upon such representations. Therefore, VENDOR shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 9. COMPLIANCE WITH LAWS. VENDOR shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances, and regulations that are applicable to the services to be rendered under this Agreement. 10. INDEMNIFICATION. A. The VENDOR shall indemnify and hold harmless CITY and its current, past, and future officers and employees from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys'fees,to the extent caused by the negligence, recklessness,or intentionally wrongful conduct of VENDOR or other persons employed or utilized by VENDOR in the performance of this Agreement. Neither party to this Agreement shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect, or consequential damages of any kind, including but not limited to lost profits or use that may result from this Agreement or out of the services or goods furnished hereunder. B. The parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or§768.28, Fla. Stat., as may be amended from time to time. PURSUANT TO FLORIDA STATUTE, NO INDIVIDUAL DESIGN PROFESSIONAL EMPLOYED BY OR ACTING AS AN AGENT OF VENDOR MAY BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM THE NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF THIS AGREEMENT 11. INSURANCE. A. During the performance of the services under this Agreement, VENDOR shall maintain the following insurance policies, and provide originals or certified copies of all policies to CITY's Risk Management Director. All policies shall be written by an insurance company authorized to do business in Florida. VENDOR shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any service pursuant to this Agreement: a. Worker's Compensation Insurance: The VENDOR shall procure and maintain for the life of this Agreement, Worker's Compensation Insurance covering all employees RFQ CW24-001 General Engineering Consulting Services A-13 with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any subcontractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton Beach, executed by the insurance company. b. Comprehensive General Liability: The VENDOR shall procure and maintain for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations; Independent consultants, Products-Completed Operations, and Contractual Liability with specific reference to Article 7, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury, or property damage that could arise directly or indirectly from the performance of this Agreement. VENDOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/and $1,000.000 per occurrence/aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty(30)calendar days prior written notice to the CITY. c. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of this Agreement, Business Automobile Liability Insurance. The VENDOR shall maintain a minimum amount of$1,000,000 combined single limit for bodily injury and property damage liability to protect the VENDOR from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non-owned automobile, included rented automobiles, whether such operations be by the VENDOR or by anyone directly or indirectly employed by the VENDOR. d. Professional Liability (Errors and Omissions) Insurance: The VENDOR shall procure and maintain for the life of this Agreement in the minimum amount of $1,000,000 per occurrence. e. Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined appropriate by the CITY depending on the type of job and exposures contemplated. Coverage must follow the form of the General Liability, Auto Liability, and Employer's Liability. This coverage shall be maintained for a period of no less than the later of three (3) years after the delivery of goods/services or final payment pursuant to the Agreement. B. VENDOR shall provide the CITY with all Certificates of Insurance required under this section prior to beginning performance under this Agreement. Failure to maintain the required insurance will be considered a default of the Agreement. C. The CITY shall be named as an additional insured. The coverage shall contain no limitations on the scope of protection afforded to the CITY, its officers,officials,employees, or volunteers.A current valid insurance policy meeting the requirements herein identified shall be maintained during the duration of this Agreement, and shall be endorsed to state that coverage shall not be suspended, voided, or canceled by either party, reduced in coverage in limits except after thirty (30) calendar days prior written notice by either certified mail, return receipt requested, has been given to the CITY. D. The CITY reserves the right to reasonably require any additional insurance coverage or increased limits as determined necessary by the Risk Management Director. The CITY reserves the right to review, modify, reject, or accept any required policies of insurance, including limits, coverage, or endorsements throughout the term of the Agreement. 12. INDEPENDENT VENDOR/CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an independent vendor/contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither VENDOR nor any employee of VENDOR shall be entitled to any benefits accorded CITY employees by virtue of the services provided under this Agreement. The CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or for contributing RFQ CW24-001 General Engineering Consulting Services A-14 to the state industrial insurance program, otherwise assuming the duties of an employer with respect to VENDOR, or any employee of VENDOR. 13. COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the VENDOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the VENDOR any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 14. TRUTH-IN-NEGOTIATION CERTIFICATE. A. Execution of this Agreement by the VENDOR shall act as the execution of a truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement is accurate, complete, and current as of the date of the Agreement and no higher than those charged the VENDOR's most favored customer for the same or substantially similar service. B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non-current wage rates or due to inaccurate representations of fees paid to outside VENDORs. The CITY shall exercise its rights under this "Certificate"within one (1) year following payment. 15. SUBCONTRACTING. A. VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY B. The CITY reserves the right to accept the use of a sub-consultant or to reject the selection of a particular sub-consultant and to inspect all facilities of any sub-consultant in order to make a determination as to the capability of the sub-consultant to perform properly under this Agreement. If the VENDOR uses any sub-consultants on this project, the following provisions of this Article shall apply: C. If a sub-consultant fails to perform or make progress, as required by this Agreement, and it is necessary to replace the sub-consultant to complete the Services in a timely fashion, the VENDOR shall promptly do so, subject to acceptance of the new sub-consultant by the CITY. The substitution of a sub-consultant shall not be adequate cause to excuse a delay in the performance of any portion of this Agreement as set forth in the Scope of Work or applicable Task Order. D. The VENDOR, its sub-consultants, agents, servants, or employees agree to be bound by the terms and conditions of this Agreement and its agreement with any sub-consultant for work to be performed for the CITY the VENDOR must incorporate the terms of this Agreement. 16. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 17. ASSIGNMENT. The VENDOR shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY. 18. NON-WAIVER.A waiver by either CITY or VENDOR of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. 19. TERMINATION. RFQ CW24-001 General Engineering Consulting Services A-15 A. Termination for Convenience. This Agreement may be terminated by the CITY for convenience, upon fourteen (14) calendar days of written notice by the terminating party to the other party for such termination in which event the VENDOR shall be paid its compensation for services performed to the termination date, including services reasonably related to termination. In the event that the VENDOR abandons the Agreement or causes it to be terminated,the VENDOR shall indemnify the CITY against loss pertaining to this termination. B. Termination for Cause. In addition to all other remedies available to CITY, this Agreement shall be subject to cancellation by CITY for cause, should VENDOR neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by VENDOR of written notice of such neglect or failure. 20. DISPUTES. A. Any and all legal action necessary to enforce the terms of this Agreement shall be governed by the laws of the State of Florida. Any legal action arising from the terms of this Agreement shall be submitted to a court of competent jurisdiction exclusively located in Palm Beach County. B. Correction of Work. If, in the judgment of CITY, work provided by VENDOR does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, CITY reserves the right to require that VENDOR correct all deficiencies in the work to bring the work into conformance without additional cost to CITY, and/or replace any personnel who fail to perform in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-conformance and the quality of workmanship. C. Remedies in Default. In case of default by VENDOR, CITY shall notify VENDOR, in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct VENDOR to comply with all provisions of the Agreement. If the abandonment, delay, refusal,failure, neglect,or default is not cured within seven (7) calendar days of when notice was sent by CITY, CITY may declare a default of the Agreement and notify VENDOR of such declaration of default and terminate the Agreement. a. Upon such declaration of default, all payments remaining due VENDOR at the time of default, less all sums due CITY for damages suffered or expenses incurred by reason of default, shall be due and payable to VENDOR. b. CITY may complete the Agreement, or any part thereof, either by day labor, use of a subcontractor, or by re-letting a contract for the same, and procure the equipment and the facilities necessary for the completion of the Agreement, and charge the cost of same to VENDOR together with the costs incident thereto to such default. c. In the event CITY completes the Agreement at a lesser cost than would have been payable to VENDOR under this Agreement, if the same had been fulfilled by VENDOR, CITY shall retain such differences. Should such cost to CITY be greater, VENDOR shall pay the amount of such excess to the CITY. d. Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the Agreement at any time,whenever the service provided by VENDOR fails to meet reasonable standards of the trade after CITY gives written notice to the VENDOR of the deficiencies as set forth in the written notice within thirty(30) calendar days of the receipt by VENDOR of such notice from CITY. 21. UNCONTROLLABLE FORCES. 21.1 Neither the CITY nor VENDOR shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, RFQ CW24-001 General Engineering Consulting Services A-16 earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 21.2 Neither party shall, however, be excused from performance if non-performance is due to forces,which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. CITY PROVIDED INFORMATION AND SERVICES. 22.1 CITY shall furnish VENDOR available studies, reports, and other data pertinent to VENDOR'S services; obtain or authorize VENDOR to obtain or provide additional reports and data as required; furnish to VENDOR services of others required for the performance of VENDOR's Services hereunder, and VENDOR shall be entitled to use and rely upon all such information and services provided by CITY or others in performing VENDOR's Services under this Agreement. 23. ESTIMATES AND PROJECTIONS. 23.1 In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, VENDOR has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs;competitive bidding procedures and market conditions;time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, VENDOR makes no warranty that CITY's actual project costs, financial aspects, economic feasibility, or schedules will not vary from VENDOR's opinions, analyses, projections, or estimates. 24. THIRD PARTIES. 24.1 The services to be performed by VENDOR are intended solely for the benefit of CITY. No person or entity not a signatory to this Agreement shall be entitled to rely on VENDOR's performance of its services hereunder, and no right to assert a claim against VENDOR by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of VENDOR's services hereunder. 25. NOTICES. Notices to the CITY shall be sent to the following address: Daniel Dugger, City Manager City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, FL 33435 Telephone No. (561) 742-6000 Notices to VENDOR shall be sent to the following address: ATTN: Kyle Henry;Ajani Stewart EXP U.S. Services, Inc. Address: 201 Alhambra Circle Suite 800 Coral Gables, FL 33134 Phone: 305-631-2208 ; 305-302-9628 Email: kyle.henry(a�exp.com ; Aani.stewart(a�exp.com 26. INTEGRATED AGREEMENT.This Agreement, together with RFQ and any addenda and/or attachments, represents the entire and integrated Agreement between the CITY and the VENDOR and supersedes all RFQ CW24-001 General Engineering Consulting Services A-17 prior negotiations, representations, or agreements, written or oral. This Agreement may be amended only by written instrument signed by both CITY and VENDOR. 27. PUBLIC RECORDS.The CITY is a public agency subject to Chapter 119, Florida Statutes. The VENDOR shall comply with Florida's Public Records Law. Specifically, the VENDOR shall: A. Keep and maintain public records required by the CITY to perform the service; B. 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 Chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and, following completion of the Agreement, VENDOR shall maintain in a secured manner all copies of such confidential and exempt records remaining in its possession once the VENDOR transfers the records in its possession to the CITY; and D. Upon completion of the Agreement, VENDOR shall transfer to the CITY, at no cost to the CITY,all public records in VENDOR's possession.All records stored electronically by VENDOR 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 VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 TELEPHONE: 561-742-6060 CityClerk(a�bbfl.us 28. E-VERIFY. 28.1 VENDOR certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. Definitions for this Section: A. "Contractor, Vendor, Proposer, Consultant" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. B. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for a salary, wages, or other remuneration. C. "E-Verify system" means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. RFQ CW24-001 General Engineering Consulting Services A-18 28.1.2 Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E- Verify System in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: A. All persons employed by a Contractor to perform employment duties within Florida during the term of the Agreement; B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and C. By entering into this Agreement, the Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. 28.1.3 Contract Termination. If the City has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09 (1), Fla. Stat., the contract shall be terminated 29. SCRUTINIZED COMPANIES 287.135 and 215.473. By execution of this Agreement, VENDOR certifies that VENDOR is not participating in a boycott of Israel. VENDOR further certifies that VENDOR is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has VENDOR been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The CITY shall provide notice, in writing, to VENDOR of the CITY's determination concerning the false certification.VENDOR shall have five (5)calendar days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, VENDOR shall have ninety(90)calendar days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If VENDOR does not demonstrate that the CITY's determination of false certification was made in error then the CITY shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 30. SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign immunity by the CITY or as a waiver of limits of liability or rights the CITY may have under the doctrine of sovereign immunity or under Section 768.28, Florida Statutes. 31. CONFLICTS. If there is a conflict or inconsistency between any term, statement, requirement,or provision of this Agreement, Exhibits, any Task Order, VENDOR's Proposal, or other documents incorporated into this Agreement, such conflict shall be resolved pursuant to the following order of precedence (1) this Agreement, (2) any Task Order, (3)the RFQ, and (4)VENDOR's Proposal. 32. COMPLIANCE WITH STATE ENERGY POLICY AND CONSERVATION ACT. VENDOR shall comply with all mandatory standards and policies relating to energy efficiency contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Pub. L. 94-163, 89 Stat. 871). 33. DOMESTIC PREFERENCE FOR PROCUREMENTS. As appropriate and to the extent consistent with law, the VENDOR should,to the greatest extent practicable, provide a preference for the purchase,acquisition,or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items RFQ CW24-001 General Engineering Consulting Services A-19 and construction materials composed in whole or in part of non-ferrous metals such as aluminum;plastics and polymer-based products such as polyvinyl chloride pipe;aggregates such as concrete;glass, including optical fiber; and lumber. 34. LICENSE AND DELIVERY OF WORKS SUBJECT TO COPYRIGHT AND DATA RIGHTS. If applicable,the VENDOR grants to CITY, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this Agreement, VENDOR will identify such data and grant to the CITY or acquire on its behalf a license of the same scope as for data first produced in the performance of this contract. Data,as used herein, shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this Agreement, VENDOR will deliver to the VENDOR data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this Agreement in formats acceptable by VENDOR. 35. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or any subcontractor will have access to an individual's personal identifying information under this Agreement. VENDOR represents and certifies: (i) VENDOR is not owned by the government of a foreign country of concern; (ii) the government of a foreign country of concern does not have a controlling interest in VENDOR; and (iii) VENDOR is not organized under the laws of and does not have its principal place of business in, a foreign country of concern. Prior to VENDOR and any subcontractor having access to personal identifying information pursuant to this Agreement, VENDOR and any subcontractor shall submit to City executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes.Compliance with the requirements of this section is included in the requirements of a proper invoice. Terms used in this section that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes. 36. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement,VENDOR shall provide CITY with an affidavit attesting that the VENDOR does not use coercion for labor or services,in accordance with Section 787.06(13), Florida Statutes. 37. COUNTRIES OF CONCERN. VENDOR represents that it is, and for the duration of the Term will remain, in compliance with Section 286.101, Florida Statutes. 38. DULY LICENSED. VENDOR represents that it is duly licensed in Florida to perform the Services under this Agreement and that it will continue to maintain all licenses and approvals required to conduct its business. SIGNATURE PAGE FOLLOWS RFQ CW24-001 General Engineering Consulting Services A-20 "This Agreement will take effect once signed by both parties.This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes." IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be considered an original on the following dates: DATED this 27 day of September , 2024 CITY OF BOYNTON ACH // 21 7 / EXP U.S. Services Inc. Ty P = .., ayor (Au orize ficial Name), (Vendor) Kyle Henry Print Name of Authorized Official • Vice President Title • (Corporate Seal) • Attest/Authenticated: Witness Brianna Gagliardi Print Name Approved as to Form: -A&A)/Y4 Woe/17Z Shawna G. Lamb, Office of the City Attorney Atte•.t/Aut en�ed: Maylee D: J- ,s, City Clerk CM OFe,It •• 2 A•�1tr� • 00 •• o • v .... p �0 RFQ CW24-001 General Engineering Consulting Services A-21 EXHIBIT A Form of Task Order CITY OF BOYNTON BEACH General Engineering Consulting Services Task Order Task Order No. Consultant: 1. Task/Project. (Insert title and brief description) 2. Detailed Scope of Professional Services. A detailed scope of services under this Task Order, in accordance with the phases of service detailed in the Agreement, is attached as Exhibit 3. Deliverables and Schedule. For study/design related services: Consultant shall deliver to the City the deliverables specified at the time indicated on the attached Exhibit For project administration services: Consultant shall provide project/construction administration services in accordance with the Agreement and project schedule. 4. Compensation. The total estimated construction costs of the Project or the cost of the study or report for this Task Order may not exceed the amounts set forth in Section 287.055, Florida Statutes. The total Fee to be paid to the Consultant under this Task Order shall not exceed , based on the hourly rates currently in effect under the Agreement. A detailed fee schedule is attached as Exhibit The payment schedule (based on deliverables) is attached as Exhibit 5. Agreement Reference. This Task Order shall be performed under the terms and conditions described within the General Engineering Consulting Services Agreement, dated , 20 , by and between the City of Boynton Beach and ("Consultant"), Contract No. 6. Insurance. Consultant shall maintain insurance coverages in accordance with the Agreement and hereby confirms that Certificate(s) of Insurance evidencing current policies meeting the requirements of the Agreement are on file with the City as of the date of this Task Order. 7. Exhibits. All attached Exhibits are incorporated fully into this Task Order and the Agreement. RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A 8. Notice to Proceed (Task Order Form and Purchase Order). ❑ If checked, Consultant's receipt of a fully-executed copy of this Task Order and Purchase Order (PO) shall serve as the Notice to Proceed under this Task Order, effective as of the date the fully-executed Task Order was emailed to the Consultant. ❑ If checked, Consultant shall commence Services under this Task Order as specified in a forthcoming Purchase Order (PO) and Notice to Proceed. CONSULTANT: CITY OF BOYNTON BEACH By: By: Daniel Dugger, City Manager Print Name: Date: , 20 Date: , 20 City Attorney's Office Approved as to form and legality By: RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A EXHIBIT B Fee Schedule PERSONNEL CLASSIFICATIONS HOURLY RATE Principal $295.00 Project Manager $250.00 Senior Stormwater Engineer $225.00 Stormwater Engineer $185.00 Valu Engineer $185.00 Sr. Electrical Engineer $250.00 Electrical Engineer $175.00 Sr. Mechanical Engineer $250.00 Mechanical Engineer $175.00 Engineering Technician $125.00 Staff Engineer $125.00 Net Zero Specialist $125.00 Sustainability Analyst $100.00 Sustainability Specialist $175.00 Energy Efficiency Renewable Energy Specialist $175.00 Emissions Modeling Specialist $175.00 Architect $120.00 Senior Architect $175.00 Coastal Project Manager $200.00 Coastal Senior Project Manager $200.00 Coastal Project Director $250.00 Coastal Senior Engineer $225.00 Coastal Senior Director $250.00 Coastal Chief Engineer $250.00 Coastal Chief Scientist $200.00 Coastal Senior Scientist $185.00 Coastal Project Scientist $150.00 Coastal Engineering Technician $90.00 Coastal Senior Engineer $225.00 Coastal Project Engineer $185.00 Coastal Associate Engineer II $160.00 Coastal Associate Engineer I $140.00 Landscape Architect $125.00 Coastal Environmental Specialist $125.00 Coastal Senior Environmental Specialist $150.00 Senior Landscape Architect $200.00 Certifies Arborist $125.00 Designer $125.00 Senior Designer $150.00 Chief Designer $200.00 GIS Specialist $150.00 Senior GIS& Data Visualization Specialist $175.00 Structural Engineer $250.00 CADD/Technician $120.00 Architectural CADD/Technician $120.00 Resiliency Planner $100.00 Senior Resiliency Planner $225.00 Transportation Planner $200.00 Transportation Planning Technician $160.00 Public Relations Specialist $125.00 Communications Manager $250.00 Sr. Community Outreach Specialist $100.00 Municipal Outreach Specialist $100.00 Community Relations Specialist $85.00 RFQ CW24-001 General Engineering Consulting Services Fee Schedule Exhibit B Content Strategist $100.00 Content Developer $60.00 Multimedia Specialist $70.00 Construction Inspector $170.00 Coastal Construction Inspector $200.00 Construction Controls & Scheduling $185.00 Construction Contract Administrator $185.00 Permitting $170.00 Rate Analyst $170.00 Senior Rate Analyst $185.00 Grant Analyst $150.00 Grant Specialist $200.00 Clerical /Administrative $80.00 Reimbursable Expenses: Direct costs such as postage, prints, and delivery services will be billed at cost. Mark-up % Sub-Consultants Fee: 10 RFQ CW24-001 General Engineering Consulting Services Fee Schedule Exhibit B ATTACHMENT "A" City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts, leases,and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as "Certificate Holder" and "The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+" or higher. (NOTE:An insurance contract or binder may be accepted as proof of insurance if a Certificate is provided upon selection of vendor.) Thefollowing is a list of types of insurance required of contractors, lessees, etc., and the limits required by the City: (NOTE:This list is not all inclusive, and the City reserves the right to require additional types of insurance, or to raise orlower the stated limits, based upon identified risk.) TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners & Contractor's Protective (OCP) Personal &Adv. Injury $ 1,000,000.00 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage (any one fire) $ 50,000.00 Broad Form Vendors Med. Expense (any one person) $ 5,000.00 Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability Professional Liability Aggregate $ 1,000,000.00 Automobile Liability Combined Single Limit $1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease, Policy Limit $ 1,000,000.00 Disease Each Employe' $ 1,000,000.00 Property: Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other-As Risk Identified to be determined INSURANCE ADVISORY FORM RFQ CW24-001 General Engineering Consulting Services Insurance Advisory ATTACHMENT "B" Y O, r� \ UE �P TON 9 AFFIDAVIT OF COMPLIANCE WITH FOREIGN ENTITY LAWS The undersigned,on behalf of the entity listed below("Entity"), hereby attests under penalty of perjury as follows: 1. Entity is not owned by the government of a foreign country of concern as defined in Section 287.138, Florida Statutes. (Source: §287.138(2)(a), Florida Statutes) 2. The government of a foreign country of concern does not have a controlling interest in Entity. (Source: §287.138(2)(b), Florida Statutes) 3. Entity is not organized under the laws of,and does not have a principal place of business in,a foreign country of concern. (Source: § 287.138(2)(c), Florida Statutes) 4. The undersigned is authorized to execute this affidavit on behalf of Entity. Date: September 27 , 20 24 Signed: ri Entity: EXP U.S. Services Inc. Name: Kyle H- my Title: Vice President STATE OF Florida COUNTY OF Miami-Dade The foregoing instrument was acknowledged before me, by means of❑ physical presence or® online notarization, this 27 day of September , 2024 , by Kyle Henry as Vice President for EXP U.S. Services Inc. , who is personally known to me or who has produced N/A- Personally Known as identification. r Notary Public Signature: -41%.... .0,2v State of Florida at Large (Seal) • Print Name: Brianna Katherine Gagliardi BRIANNA KATHERINE GAGLIARDI . ' MY COMMISSION#HH 150113 EXPIRES:July 7,2025 My commission expires: 7/7/2025 Bonded Thru Notary Public Underwriters Affidavit of Compliance with Foreign Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Consulting Services Affidavit of Compliance with Foreign Entity Laws Y �! • \ I V P 4.toM 06 AFFIDAVIT OF COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS In accordance with section 787.06 (13), Florida Statutes, the undersigned, on behalf of the entity listed below("Entity"), hereby attests under penalty of perjury that: Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking." Date: 27 September, 20 24 Signed: Entity: EXP U.S. Services Inc. Name: Kyle Henry Title: Vice President STATE OF Florida COUNTY OF Miami-Dade The foregoing instrument was acknowledged before me, by means of El physical presence or N online notarization, this 27 day ofSeptember 20 24 , by Kyle Henry , as Vice President for EXP U.S. Services Inc. , who is personally known to me or who has produced N/A- Personally Known as identification. QJ Notary Public Signature: "� • A State of Florida at Large(Seal) Print Name: Brianna Katherine Gagliardi BRIAN NA KATHERINEGAGLIARDI My commission expires: 7/7/2025 411. •,: MY COMMISSION 0 HH 150113 EXPIRES:July 7,2025 Foy M1. Bonded lbru Notary PubKc underwriters Affidavit of Compliance with Anti-Human Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Services Affidavit of Compliance with Anti-Human Trafficking Laws Page 1 of 1 ACGRI-4 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 08/28/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the 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 CONTACT WTW Certificate Center NAME: Willis Towers Watson Midwest, Inc. c/o 26 Century Blvd (A/C.NNo.Extt. 1-877-945-7378 AX ( No); 1-888-467-2378 P.O. Box 305191 EMAIL ADDRESS: certificateaewtwco.com Nashville, TN 372305191 USA INSURER(S)AFFORDINGCOVERAGE NAICS _ INSURERA: XL Insurance America Inc 24554 INSURED INSURERS: xi' Specialty Insurance Company 37885 EXP U.S. Services, Inc IN - 201 Alhambra Circle, Suite 800 SURERC: AIG Insurance Company of Canada 81206 Coral Gables, FL 33134 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: W34555279 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. ILTSRR TYPE OF INSURANCE AINSD SUBR WVD POLICY NUMBER POLICY EFF POLICY F�(P LIMITS . (MMIDD/YYYYI (MMIDDMlYY) X COMMERCIALGENERALLIABILITY _ EACH OCCURRENCE Is 2,000,000 _ O CLAIMS-MADE X OCCUR DAMAGE 2,000,000 PREMISES ( SES(Ea occurrence) S A X Contractual Liability MED EXP(Any one person) $ 25,000 US00057823L124A 03/31/2024 03/31/2025 PERSONAL BADV INJURY _ S 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JE T I LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT _(Ea accident) S 2,000,000 X ANY AUTO BODILY INJURY(Per person) S A OWNED SCHEDULED GGA7479210 03/31/2024 03/31/2025 BODILY INJURY(Per accident) S AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE _ AUTOS ONLY AUTOS ONLY (Per accident) $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 B EXCESS LIAB CLAIMS-MADE CA00002682LI24A 03/31/2024 03/31/2025 AGGREGATE $ 5,000,000 DED RETENTION$ $ WORKERS COMPENSATION X STATUTE OTH- ER I AND EMPLOYERS'LIABILITY YIN A ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? No N/A Y GWG7479208 03/31/2024 03/31/2025 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C rProfessional Liability 061127095 03/31/2024 03/31/2025 Per Claim $3,000,000 Aggregate $3,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) Re: General Engineering Consulting Services. City of Boynton Beach is included as an Additional Insured as respects to General Liability. Waiver of Subrogation applies in favor of Additional Insured with respects to Workers Compensation as permitted by law. CERTIFICATE HOLDER CANCELLATION 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 City of Boynton Beach ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD SR ID 26364006 HATCH: 3598921 Jo Y �A tik V hroN GENERAL ENGINEERING CONSULTING SERVICES AGREEMENT This Agreement ("Agreement"), is entered into between the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida,with a business address of 100 East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as "CITY", and Craven Thompson & Associates, Inc. a [type of entity: corporation] authorized to do business in the State of Florida, with a business address of 3563 NW 53rd Street, Fort Lauderdale, FL 33309 hereinafter referred to as "VENDOR". In consideration of the mutual benefits, terms, and conditions hereinafter specified, the Parties agree as set forth below. WHEREAS, the CITY solicited proposals for a non-exclusive agreement to perform General Engineering Consulting Services, and WHEREAS, the CITY issued a Request for Qualification for General Engineering Consulting Services; and WHEREAS, RFQ No. CW24-001 defined Scope of Services for General Engineering Consulting Services; and WHEREAS, the CITY determined that VENDOR was qualified for appointment to perform the scope of services set forth in RFQ No. CW24-001; and WHEREAS, the CITY Commission on July 16, 2024, determined that VENDOR was qualified for appointment to perform the scope of services set forth in the Request For Qualifications RFQ No. CW24-001; and NOW,THEREFORE, in consideration of the mutual covenants expressed herein,the parties agree as follows: 1. SERVICES AND RESPONSIBILITIES. 1.1 VENDOR hereby agrees to perform the General Engineering Consulting Services, by way of individual Task Orders, at the request of the CITY during the term of this Agreement as more particularly described in the Request for Qualifications RFQ No. CW24-001 for General Engineering Consulting Services, which is incorporated herein by reference. The specific projects that may be assigned to the VENDOR are in conjunction with the specific ® box next to the Scope Category: ❑Scope Category A Water Plant Modifications, Capacity and Operations Evaluation E Scope Category B Infrastructure Improvements and Evaluations ❑Scope Category C Ancillary Studies and Services ❑Scope Category D Transportation Services ❑Scope Category E Architectural Services ❑Scope Category F Hydrogeological Services ❑Scope Category G Green Infrastructure, Sustainability, and Resiliency Services ❑Scope Category H Geotechnical Services ®Scope Category J Civil Land Development Services ❑Scope Category K Recreation and Parks Services 1.2 The VENDOR agrees to perform work assigned by Task Order(s) (the "Services") under such terms as set forth in the Task Order(s). The Task Order Form is attached hereto as Exhibit A. The terms of the Task Order(s)shall be supplemental to the terms of this Agreement. RFQ CW24-001 General Engineering Consulting Services A-1 1.3 VENDOR shall furnish all services, labor, equipment, supplies, and materials necessary and as may be required in the performance of this Agreement, except as otherwise specifically provided for herein, and all Services performed under this Agreement shall be done in a professional manner. 1.4 VENDOR assumes professional and technical responsibility for performance of its services to be provided hereunder in accordance with recognized professional and ethical guidelines established by their profession. If within one year following completion of its services, such services fail to meet the aforesaid standards, and the CITY promptly advises VENDOR thereof in writing, VENDOR agrees to re-perform such deficient services without charge to the CITY. 1.5 The relationship between CITY and VENDOR created hereunder and the services to be provided by VENDOR pursuant to this Agreement are non-exclusive. CITY shall be free to pursue and engage similar relationships with other VENDORS to perform the same or similar services performed by VENDOR hereunder, so long as no other consultant shall be engaged to perform the specific project(s)assigned to VENDOR while VENDOR is so engaged without first terminating such assignment. VENDOR shall be free to pursue relationships with other parties to perform the same or similar services, whether or not such relationships are for services to be performed within the CITY, so long as no such relationship shall result in a conflict of interest, ethical or otherwise, with the CITY's interests in the services provided by VENDOR hereunder. 1.6 The VENDOR is responsible for defects in its work and in the work of its Sub consultants'. 1.7 PRELIMINARY SERVICES PHASE: The VENDOR shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The VENDOR shall attend meetings with the CITY Commission and CITY staff as may be required, and provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents. 1.7.1 During the preliminary services phase,the VENDOR shall advise the CITY, based on VENDOR'S professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project; VENDOR to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY'S needs for surveys; perform site evaluations and comparative studies of prospective site and solutions; and prepare and furnish a report to the City setting forth the VENDOR'S findings and recommendations. 1.7.2 Preliminary design services to be performed by the VENDOR shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 1.7.3 VENDOR shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed project; and/or 1.7.4 Upon authorization of the CITY, the VENDOR will provide advice and assistance relating to operation and maintenance of project or other systems;evaluate and report on operations; assist the CITY in matters relating to regulatory agency operations review or operating permit non-compliance; assist with startup and operator training RFQ CW24-001 General Engineering Consulting Services A-2 for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project. 1.8 BASIC SERVICES: The VENDOR shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY. 1.9 FINAL DESIGN SERVICES shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits, and landfill permits. 1.9.1 The VENDOR based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule, or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical,and electrical systems,and any other requirements or systems, materials and such other elements as may be appropriate for a complete project. The VENDOR shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1.9.2 The VENDOR based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY. The Construction Documents shall consist of drawings and specifications setting forth in detail the requirements for the construction of the project. 1.9.3 The VENDOR shall assist the CITY in the preparation of the necessary proposal information and forms. 1.9.4 The VENDOR shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1.9.5 The VENDOR shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1.9.6 VENDOR shall include in the Construction Documents a requirement that the construction contractor shall provide a final as-built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked-up construction drawings to the VENDOR so that the VENDOR can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1.9.7 Prior to final approval of the Construction Documents by the CITY,the VENDOR shall conduct a thorough review and quality control evaluation of the entire work product for compliance with the requirements of any local, state,or federal agency from which a permit or other approval is required. The VENDOR shall make sure that all necessary approvals have taken place. 1.9.8 Prior to each phased submittal, the VENDOR shall conduct a thorough quality control review and assessment of the work product to determine whether the work is properly RFQ CW24-001 General Engineering Consulting Services A-3 coordinated and confirm that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The VENDOR shall provide to the CITY a Quality Assurance and Quality Control plan in a format that advises the CITY that all work has been performed as required. A report shall be submitted in accordance with those standards to apprise the CITY that due care has been taken in the preparation of the Contract Documents. 1.9.9 The VENDOR shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable. The VENDOR shall comply with all of its governing laws, rules, regulations, codes, directives, and other applicable federal, state, and local requirements in preparation of the work. 1.10 The VENDOR shall provide the construction documents, technical specifications, and drawings completed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 1.11 The VENDOR, following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost, shall, when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals and assist in preparing contracts for construction. 1.11.1 The VENDOR shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY'S Procurement Administrative Policy Manual. 1.11.2 Any Opinion of the Construction Cost prepared by VENDOR represents its judgment as a design professional and is supplied for the general guidance of the CITY. Since VENDOR has no control over market conditions, VENDOR does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to the CITY. If the project is not advertised for proposals within three (3) months after delivery of Final Design Plans,through no fault of the VENDOR or if either local market conditions or industry-wide prices have changed because of unusual or unanticipated events affecting the general level of prices or times of delivery in the construction industry, the established Construction Cost limit may be adjusted as determined by the CITY'S Representative and as approved by the CITY, if necessary. Additionally, if the CITY expands a project scope of work after the VENDOR renders the Final estimated probable Construction Cost of the Final Design Plans, the VENDOR shall not be responsible for any redesign without compensation, which shall be mutually agreed to by the parties hereto. 1.11.3 The VENDOR shall provide the CITY with a list of recommended prospective bidders. 1.11.4 The VENDOR shall attend all pre-proposal/per-bid conferences. 1.11.5 The VENDOR shall recommend any addenda, through the CITY'S representative as appropriate, to clarify, correct, or change proposal documents. 1.11.6 If Pre-Qualification of bidders is required as set forth in the Request for Proposals, Request for Qualifications or Invitation to Bid (two-step bid process), VENDOR shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.11.7 If requested, VENDOR shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY. 1.12 The CITY shall make decision on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the work after receiving a recommendation from the VENDOR. The VENDOR shall check schedules, shop drawings and other submissions for the limited purpose of checking conformance with the RFQ CW24-001 General Engineering Consulting Services A-4 concept of the project, and for compliance with the information given by the Construction Documents. The VENDOR shall also review change orders prepared and submitted by Contractor and review and make recommendations to the City for progress payments to the Contractor based on each project schedule of values and the percentage of work completed. The VENDOR will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the construction of the assigned task order projects. 1.12.1 The CITY shall maintain a record of all change orders, which shall be categorized to the various types, causes, etc. that may be determined useful and necessary for its purpose. 1.12.2 If the VENDOR is not the Construction Manager for the construction, the CITY shall notify the VENDOR within three (3) business days of the discovery of any architectural/engineering error or omission so that the VENDOR can be part of the negotiations resolving the claim between the CITY and the Contractor. 1.13 The VENDOR shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination, when the schedule of values is found to be appropriate, the VENDOR shall sign the schedule of values indicated in the belief that the schedule of values constitutes a reasonable, balanced basis for payment of the Application for Payment to the Contractor. 1.14 The VENDOR shall perform on-site construction observation of each project based on the Construction Documents in accordance with paragraph 1.19 "Resident Project Services" of this Agreement. The VENDOR observation shall determine the progress of the work completed, and whether the work is proceeding in a manner indicating that the work when fully competed will be in accordance with the Construction Documents. On the basis of site visits, the VENDOR will provide the CITY with a written report of each site visit in order to reasonably inform the CITY of the progress of the portion of the work completed. The VENDOR shall endeavor to identify for the CITY any defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. The VENDOR shall not have control over or charge of, or responsibility for the construction means, methods, techniques, sequences or procedures. or for safety precautions and programs in connection with the work, nor shall the VENDOR be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The VENDOR shall not have control over or charge of,and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. Based on such observation and the Contractor's Application for Payment, the VENDOR shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated. By issuing a Certificate of Payment, the VENDOR will also represent to the CITY that to the best of its information and belief, based on what its observation has revealed, the work is in accordance with the Construction Documents. The VENDOR shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1.15 The VENDOR shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings, and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY'S version of AutoCad formats for archival purposes. 1.16 The VENDOR shall attend regularly scheduled progress meetings on site bi-monthly or as otherwise determined based on a specific need established prior to construction by the CITY. RFQ CW24-001 General Engineering Consulting Services A-5 1.17 The VENDOR shall review change orders prepared and submitted by the Contractor for the CITY'S approval. VENDOR shall not authorize any changes in the work or time, no matter how minor, without prior written approval by the CITY. 1.18 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by VENDOR,which shall be timely completed by Contractor to the satisfaction of the CITY, written notification to Contractor by VENDOR that all releases of liens are satisfied, and written recommendation by VENDOR for final payment to the Contractor which shall be at the sole discretion of the CITY. 1.19 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the VENDOR will, if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ("Resident Project Representative") of the VENDOR. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project Representative will endeavor to identify for the CITY any defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but are not limited to the following: a. Conducting all pre-construction conferences; b. Conducting all necessary construction progress meetings; c. Observation of the work in progress to the extent authorized by the CITY; d. Receipt, review coordination, and disbursement of shop drawings and other submittals; e. Maintenance and preparation of progress reports; f. Field observation and verification of quantities of equipment and materials installed; g. Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; h. Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project-related documents, and at the completion of each project, deliver all such records to the CITY; i. Preparation, update, and distribution of a project budget with each project schedule; j. Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; k. Scheduling and conducting monthly progress meetings at which CITY, Engineer, general contractor, trade contractor, utilities representatives, and suppliers can jointly discuss such matters as procedures, progress, problems, and scheduling. I. Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and/or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; m. Development and implementation of a system for the preparation, review, and processing of change orders; n. Maintenance of a daily log of each project; o. Recording the progress of each project, and submission of written monthly progress reports to the CITY, including information on the Contractors'work and the percentage of completion; p Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; and q. Securing and transmitting to the CITY, required guarantees; affidavits; releases; key manuals; record drawings; and maintenance stocks; The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the VENDOR or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided, however, that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the VENDOR. The Resident Project Representative shall not have control over or charge of,or responsibility for the construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the work, nor shall the Resident Project Representative be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract RFQ CW24-001 General Engineering Consulting Services A-6 Documents. The Resident Project Representative shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the work. Although VENDOR shall not be responsible for health or safety programs or precautions related to CITY"s activities or those of CITY's other contractors and consultants or their respective subcontractors and vendors ("Contractors"), VENDOR shall nonetheless report to the Resident Project Representative health and safety conditions or deficiencies observed by VENDOR'S employees or representatives. VENDOR shall not be responsible for CITY's pre- existing site conditions or the aggravation of those preexisting site conditions to the extent not caused by the negligence or willful misconduct of VENDOR. VENDOR shall not be responsible for inspecting, observing, or correcting health or safety conditions or deficiencies of CITY, Contractors, or others at the project site ("Project Site") other than for VENDOR's employees, sub-consultants, and vendors. 1.20 ADDITIONAL SERVICES 1.20.1 When additional services are necessary, they shall be specified in the written Task Order. Examples of additional non-exclusive services are: a. Preparation of applications and supporting documents for private or governmental grants, loans, or advances in connection with any particular project. b. Services to make measured drawings of or to investigate existing conditions or facilities or to verify the accuracy of drawings or other information furnished by or to the CITY. c. Services resulting from significant changes in the general scope, extent, or character of any particular project or its design, including but not limited to changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the VENDOR'S control. d. Providing renderings or models for the CITY's use. e. Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out-of-sequence work. f. Investigations and studies involving but not limited to, detailed considerations of operations, maintenance, and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies; cash flow and economic evaluations, rate schedules, and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY. g. Assistance in connection with Proposal/proposal protests, re-bidding or re- negotiating contracts for construction, materials, equipment, or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the VENDOR (e.g. defective plans and/or specifications which inhibit contractors from submitting proposals)in which event there shall be no additional cost for the provision of such services. h. Preparing to serve or serving as a VENDOR or witness for the CITY in any litigation, arbitration, or other legal or administrative proceeding. i. Additional services in connection with a project not otherwise provided for in this Agreement. RFQ CW24-001 General Engineering Consulting Services A-7 j. Services in connection with a field order or change order requested by the CITY. k. Providing artwork, models, or renderings as requested by the CITY. 1.21 When required by the Construction Contract documents in circumstances beyond the VENDOR'S control, and upon the CITY'S authorization, it will furnish the following additional services. a. Services in connection with work changes necessitated by unforeseen conditions encountered during construction. b. Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the VENDOR. c. Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3)acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the VENDOR or if the VENDOR fails to notify the Contractor of the deficient quality of their workmanship pursuant to VENDOR'S duties as described in the Contract Documents, the VENDOR's additional services shall be deemed part of Basic Services and compensated as such. d. Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. e. Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and/or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. f. Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the VENDOR in which case such services shall be deemed Basic Services. Except when caused by a design error by the VENDOR, the cost of such services shall be borne by the Contractor,and this requirement shall be included in the construction contract. 1.22 CITY'S RESPONSIBILITIES 1.22.1 The CITY shall do the following in a timely manner so as not to delay the services of the VENDOR: 1.22.2 Designate in writing a person or persons to act as the CITY's representative with respect to the services to be rendered under this Agreement. Such person(s) shall have complete authority to transmit instructions and receive information with respect to the VENDOR'S services for a particular project.The CITY may have multiple CITY Representative(s) or project managers during the performance of this Agreement based on the specific Task Orders from each of the Scope Categories. 1.22.3 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. 1.22.4 Assist the VENDOR by providing, at the VENDOR's request, all available information pertinent to the Project, including previous reports and any other data relative to the design or construction of the project. RFQ CW24-001 General Engineering Consulting Services A-8 1.22.5 Furnish to the VENDOR, if required for the performance of VENDOR's services (except where otherwise furnished by the VENDOR as Additional Services), the following: 1.22.6 Data prepared by, or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests, and inspection of samples, materials, and equipment; 1.22.6.1 Appropriate professional interpretations of all of the foregoing; 1.22.6.2 Environmental assessment and impact statements; 1.22.6.3 Property, boundary, easement, right-of-way, topographic and utility surveys; 1.22.6.4 Property descriptions; 1.22.6.5 Zoning, deed, and other land use restrictions; 1.22.6.6 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the VENDOR; and 1.22.6.7 Arrange for access to make all provisions for the VENDOR to enter upon the CITY's property as required for the VENDOR to perform services under this Agreement. 1.22.6.8 Consistent with the professional standard of care and unless otherwise specifically provided herein, VENDOR shall be entitled to rely upon the accuracy of data and information provided by the CITY or others without independent review or evaluation. 1.23 SEQUENCE OF EVENTS 1.23.1 Following receipt of any Task Order, the VENDOR shall submit to the CITY, at least five (5) business days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations. 1.23.2 Task Orders will be issued to the VENDOR in the order in which the CITY wishes,and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non-performance by VENDOR pursuant to this Agreement. 1.23.3 In accordance with the CITY's Purchasing Policy Manual, proposals received by the VENDOR as a result of a Task Order that exceeds the Procurement threshold amount, will require approval from CITY Commission before the execution of services. 1.23.4 When the CITY issues Task Orders to the VENDOR, each authorization shall contain a stated completion schedule. If caused by the negligent errors or omissions of VENDOR, failure of the VENDOR to meet the stated schedule shall constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. 1.23.5 It is anticipated and intended that the VENDOR will be authorized to begin new Task Order(s) on a "rolling" basis, as some already assigned Task Orders near timely completion. If a subsequent Task Order is issued to the VENDOR before it has completed the current Task Order, the completion date for each Task Order will remain independent of each other so that the VENDOR will prioritize the uncompleted Task Order from the first Task Order and finish as soon as practical. Failure to RFQ CW24-001 General Engineering Consulting Services A-9 complete the"older"Task Orders in a timely manner may adversely impact continued early authorization to start subsequent work. 1.23.6 When the VENDOR has exceeded the stated completion date, including any extension for extenuating circumstances, which may have been granted, a written notice of Default will be issued within seven (7) calendar days of the date that the default became active with a requirement of seven (7) calendar days to cure said default, to the VENDOR and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured. 1.23.7 Should the VENDOR exceed the assigned completion time, the CITY reserves the right not to issue to the VENDOR any further Task Order(s) until such time as it is no longer in default and the VENDOR has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent Task Orders. This restricted issuance provision may result in the VENDOR not being issued all of the planned work the CITY anticipated in this Agreement. The VENDOR shall have no right to the balance of any work or to any compensation associated with these non-issued Task Orders due to the VENDOR being rendered in default. 1.23.8 Should the VENDOR remain in default for a period of fifteen(15)consecutive calendar days beyond the time frame provided in Paragraph 1.23.6, the CITY may at its sole option retain another VENDOR to perform any Services arising out of this Agreement and/or terminate this Agreement. 1.24 DEFINITION OF DEFAULT 1.24.1 An event of default shall mean a material breach of this Agreement. Without limiting the generality of the foregoing and in addition to those instances referred to as a material breach, an event of default shall include the following: a. VENDOR has not performed services on a timely basis due to VENDOR's negligent errors or omissions; b. VENDOR has refused or failed to supply enough properly skilled personnel; c. VENDOR has failed to make prompt payments to VENDOR's sub-consultants or suppliers for any services after receiving payment from the CITY for such services or supplies; d. VENDOR has failed to obtain the approval of the CITY where required by this Agreement; e. VENDOR has refused or failed to provide the services as defined in this Agreement; f. VENDOR has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety (90) calendar days of such date; g. CITY has failed to make payments to VENDOR in accordance with the requirements of this Agreement; 1.24.2 In the event of Default, the VENDOR shall be liable for all damages resulting from the Default including: a. The difference between the amount that has been paid to the VENDOR and the amount required to complete the VENDOR's Services, provided the fees by the firm replacing the VENDOR are reasonable and the hourly rates do not exceed the VENDOR'S rates. This amount shall also include procurement and administrative costs incurred by the CITY. b. In the event of default by the City, VENDOR may suspend the Services pending receipt of such payment. 1.24.3. The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of RFQ CW24-001 General Engineering Consulting Services A-10 the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. 1.25 VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY. 1.26 The CITY's Representative during the performance of this Agreement shall be Keith Webber, or Designee. 1.27 The VENDOR's Representative during the performance of the Agreement shall be Patrick J. Gibney (pgibney@craventhompson.com). 2. TERM. The initial Agreement period shall be for an initial term of two (2) years, commencing on 11/19/2024, and shall remain in effect through 11/18/2026.The City reserves the right to automatically renew the Agreement for two (2) two-year renewals subject to termination clause(s) as provided herein. The City requires firm fixed rates for the initial agreement term. Either party must give a sixty (60) calendar day(s)written notice prior to the Agreement anniversary date of the intent to not renew for the renewal term. The initial term and any exercised renewal terms are collectively referred to as the "Term." Automatic renewal terms will be based on the same terms, conditions, pricing, specifications, and services herein. The VENDOR understands and acknowledges that all services to be performed will be governed by this Agreement and that there is no guarantee of any assignment, minimum amount of professional services, compensation,or future work being given to the VENDOR. 3. Limited Term Extension: The CITY may, at its sole discretion and without further City Commission action, extend the term of this Agreement for an additional one-hundred and eighty (180) calendar days (the "limited term extension") by filing a written notice signed by the Vendor and the City's Purchasing Department. At no time shall this limited term extension extend more than one-hundred eighty (180) calendar days beyond the expiration date of this Agreement without further City Commission approval. The VENDOR will be reimbursed for these services at the rate in effect when this limited term extension clause was invoked by the CITY. 4. TIME OF PERFORMANCE/METHOD OF ORDERING SERVICES. 4.1. Services under this Agreement shall commence upon the CITY's written notice to the VENDOR through an executed Task Order. The VENDOR shall perform all Services and provide all work products required pursuant to this Agreement and the specific Task Order by the sequence of events, or unless the CITY grants an extension of time in writing. 4.2. Limitations. No Task Order issued under this Agreement will be valid if the estimated construction cost of the specific project or the study activity fee exceeds the amounts set forth in Section 287.055, Florida Statutes. 4.3. VENDOR shall complete each Task Order executed during the Term without regard to whether such completion would cause Services to be performed after the expiration date of this Agreement. Any Task Order for which performance extends beyond the Term may be amended after that expiration date, provided that any additional Services, time, and compensation are permitted under this Agreement. The terms and conditions of this Agreement shall continue to govern Task Orders notwithstanding the expiration of this Agreement. 5. PAYMENT. The VENDOR shall be paid by the CITY for completed work and for Services rendered as follows: a. Payment for the Services provided by VENDOR shall be made in accordance with the Fee Schedule as provided in Exhibit B attached hereto. b. Payment as provided in this section by the CITY shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment, and incidentals necessary to complete the Services. c. Compensation for vendor's sub-consultants will be negotiated based on each Task Order. Compensation will be through a direct mark-up in accordance with the Fee Schedule attached RFQ CW24-001 General Engineering Consulting Services A-11 hereto. Sub-consulting services shall be approved by the City's representative in writing prior to performance of the sub-consulting work. Consulting time for processing and management of the VENDOR's sub-consultant shall not be included in direct cost as the direct mark-up is applied for management efforts. d. The VENDOR may submit invoices to the CITY once per month during the progress of the Srevices for partial payment. Such invoices will be checked by the CITY, and upon approval thereof, payment will be made to the VENDOR in the amount approved. e. In certain cases where incremental billing for partially completed Services is permitted by the CITY's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f. Computation of Time Charges/Not-to-Exceed Method of Payment: When a service is to be compensated based on time charge/not-to-exceed method, the VENDOR shall submit a not- to-exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates,which shall not exceed the established hourly rates set forth in the Fee Schedule, plus any sub-consultant services and other related costs supporting the proposed Services. The CITY shall not be obligated to reimburse the VENDOR for costs incurred in excess of the total not-to-exceed cost amount. g. Final payment of any balance due to the VENDOR of the total Task Order price earned will be made promptly upon its ascertainment and verification by the CITY after the completion of the Services under this Agreement and its acceptance by the CITY. h. Final Invoice: In order for both parties herein to close their books and records, the VENDOR will clearly state"Final Invoice"on the VENDOR's final/last billing to the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, any other further charges, if not properly included on this invoice, are considered waived by the VENDOR. i. The VENDOR's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the CITY and State for a period of five (5) years after the termination of the Agreement. Copies shall be made available upon request. j. Hourly rates shall remain fixed and firm for the initial two (2) year period of this Agreement. Cost of subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes as determined by the City, have occurred in the industry, such increases shall not exceed 5% per year, or whichever is less, the latest yearly percentage increase in the All Urban Consumer Price Index (CPI-U) (National) as published by the Bureau of Labor Statistics, U.S. Department of Labor. The yearly increase or decrease in the CPI shall be based on the latest index published and available ninety (90) calendar days prior to the end of the Agreement year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) calendar days prior to the Agreement anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of this Agreement. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the VENDOR, a reasonable reduction in costs that reflect such changes in the industry. All rate increases above 2% must be approved by the City Commission on the recommendation of the Director of Financial Services. k. The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the CITY does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the CITY, the Agreement may be canceled by the CITY upon giving thirty (30)calendar days'written notice to the VENDOR. I. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes. RFQ CW24-001 General Engineering Consulting Services A-12 6. OWNERSHIP AND USE OF DOCUMENTS. Upon completion of any project / Task Order and final payment to VENDOR, all documents, drawings, specifications, and other materials produced by the VENDOR in connection with the services rendered under this Agreement shall be the property of the CITY whether the project for which they are made is executed or not. Notwithstanding the foregoing, the VENDOR shall maintain the rights to reuse standard details and other design copies, including reproducible copies, of drawings and specifications for information, reference, and use in connection with VENDOR's endeavors. Any use of the documents for purposes other than as originally intended by this Agreement,without the written consent of VENDOR, shall be at the CITY's sole risk and without liability to VENDOR and VENDOR's sub-consultants. 7. FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 8. WARRANTIES AND REPRESENTATIONS. VENDOR represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this Agreement and that it will retain and assign qualified professionals to all assigned projects during the term of this Agreement. VENDOR's Services shall meet or exceed the standard of care and skill ordinarily used by members of VENDOR's profession practicing under similar circumstances. In submitting its response to the RFQ, VENDOR has represented to CITY that certain individuals employed by VENDOR shall provide services to CITY pursuant to this Agreement. CITY has relied upon such representations. Therefore, VENDOR shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 9. COMPLIANCE WITH LAWS. VENDOR shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances, and regulations that are applicable to the services to be rendered under this Agreement. 10. INDEMNIFICATION. The VENDOR shall indemnify and hold harmless CITY and its current, past, and future officers and employees from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys'fees,to the extent caused by the negligence, recklessness,or intentionally wrongful conduct of VENDOR or other persons employed or utilized by VENDOR in the performance of this Agreement. Neither party to this Agreement shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect, or consequential damages of any kind, including but not limited to lost profits or use that may result from this Agreement or out of the services or goods furnished hereunder. B. The parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or§768.28, Fla. Stat., as may be amended from time to time. PURSUANT TO FLORIDA STATUTE, NO INDIVIDUAL DESIGN PROFESSIONAL EMPLOYED BY OR ACTING AS AN AGENT OF VENDOR MAY BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM THE NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF THIS AGREEMENT 11. INSURANCE. A. During the performance of the services under this Agreement, VENDOR shall maintain the following insurance policies, and provide originals or certified copies of all policies to CITY's Risk Management Director. All policies shall be written by an insurance company authorized to do business in Florida. VENDOR shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any service pursuant to this Agreement: a. Worker's Compensation Insurance: The VENDOR shall procure and maintain for the life of this Agreement, Worker's Compensation Insurance covering all employees RFQ CW24-001 General Engineering Consulting Services A-13 with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any subcontractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton Beach, executed by the insurance company. b. Comprehensive General Liability: The VENDOR shall procure and maintain for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations; Independent consultants, Products-Completed Operations, and Contractual Liability with specific reference to Article 7, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury, or property damage that could arise directly or indirectly from the performance of this Agreement. VENDOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/and $1,000.000 per occurrence/aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty(30) calendar days prior written notice to the CITY. c. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of this Agreement, Business Automobile Liability Insurance. The VENDOR shall maintain a minimum amount of$1,000,000 combined single limit for bodily injury and property damage liability to protect the VENDOR from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non-owned automobile, included rented automobiles, whether such operations be by the VENDOR or by anyone directly or indirectly employed by the VENDOR. d. Professional Liability (Errors and Omissions) Insurance: The VENDOR shall procure and maintain for the life of this Agreement in the minimum amount of $1,000,000 per occurrence. e. Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined appropriate by the CITY depending on the type of job and exposures contemplated. Coverage must follow the form of the General Liability, Auto Liability, and Employer's Liability. This coverage shall be maintained for a period of no less than the later of three (3) years after the delivery of goods/services or final payment pursuant to the Agreement. B. VENDOR shall provide the CITY with all Certificates of Insurance required under this section prior to beginning performance under this Agreement. Failure to maintain the required insurance will be considered a default of the Agreement. C. The CITY shall be named as an additional insured. The coverage shall contain no limitations on the scope of protection afforded to the CITY, its officers,officials,employees,or volunteers.A current valid insurance policy meeting the requirements herein identified shall be maintained during the duration of this Agreement, and shall be endorsed to state that coverage shall not be suspended, voided, or canceled by either party, reduced in coverage in limits except after thirty (30) calendar days prior written notice by either certified mail, return receipt requested, has been given to the CITY. D. The CITY reserves the right to reasonably require any additional insurance coverage or increased limits as determined necessary by the Risk Management Director. The CITY reserves the right to review, modify, reject, or accept any required policies of insurance, including limits, coverage, or endorsements throughout the term of the Agreement. 12. INDEPENDENT VENDOR/CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an independent vendor/contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither VENDOR nor any employee of VENDOR shall be entitled to any benefits accorded CITY employees by virtue of the services provided under this Agreement. The CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or for contributing RFQ CW24-001 General Engineering Consulting Services A-14 to the state industrial insurance program, otherwise assuming the duties of an employer with respect to VENDOR, or any employee of VENDOR. 13. COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the VENDOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the VENDOR any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 14. TRUTH-IN-NEGOTIATION CERTIFICATE. A. Execution of this Agreement by the VENDOR shall act as the execution of a truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement is accurate, complete, and current as of the date of the Agreement and no higher than those charged the VENDOR's most favored customer for the same or substantially similar service. B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non-current wage rates or due to inaccurate representations of fees paid to outside VENDORs. The CITY shall exercise its rights under this "Certificate"within one (1)year following payment. 15. SUBCONTRACTING. A. VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY B. The CITY reserves the right to accept the use of a sub-consultant or to reject the selection of a particular sub-consultant and to inspect all facilities of any sub-consultant in order to make a determination as to the capability of the sub-consultant to perform properly under this Agreement. If the VENDOR uses any sub-consultants on this project, the following provisions of this Article shall apply: C. If a sub-consultant fails to perform or make progress, as required by this Agreement, and it is necessary to replace the sub-consultant to complete the Services in a timely fashion, the VENDOR shall promptly do so, subject to acceptance of the new sub-consultant by the CITY. The substitution of a sub-consultant shall not be adequate cause to excuse a delay in the performance of any portion of this Agreement as set forth in the Scope of Work or applicable Task Order. D. The VENDOR, its sub-consultants, agents, servants, or employees agree to be bound by the terms and conditions of this Agreement and its agreement with any sub-consultant for work to be performed for the CITY the VENDOR must incorporate the terms of this Agreement. 16. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 17. ASSIGNMENT. The VENDOR shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY. 18. NON-WAIVER. A waiver by either CITY or VENDOR of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. 19. TERMINATION. RFQ CW24-001 General Engineering Consulting Services A-15 _ I A. Termination for Convenience. This Agreement may be terminated by the CITY for convenience, upon fourteen (14) calendar days of written notice by the terminating party to the other party for such termination in which event the VENDOR shall be paid its compensation for services performed to the termination date, including services reasonably related to termination. In the event that the VENDOR abandons the Agreement or causes it to be terminated,the VENDOR shall indemnify the CITY against loss pertaining to this termination. B. Termination for Cause. In addition to all other remedies available to CITY, this Agreement shall be subject to cancellation by CITY for cause, should VENDOR neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by VENDOR of written notice of such neglect or failure. 20. DISPUTES. A. Any and all legal action necessary to enforce the terms of this Agreement shall be governed by the laws of the State of Florida. Any legal action arising from the terms of this Agreement shall be submitted to a court of competent jurisdiction exclusively located in Palm Beach County. B. Correction of Work. If, in the judgment of CITY, work provided by VENDOR does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, CITY reserves the right to require that VENDOR correct all deficiencies in the work to bring the work into conformance without additional cost to CITY, and/or replace any personnel who fail to perform in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-conformance and the quality of workmanship. C. Remedies in Default. In case of default by VENDOR, CITY shall notify VENDOR, in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct VENDOR to comply with all provisions of the Agreement. If the abandonment,delay, refusal,failure, neglect, or default is not cured within seven (7) calendar days of when notice was sent by CITY, CITY may declare a default of the Agreement and notify VENDOR of such declaration of default and terminate the Agreement. a. Upon such declaration of default, all payments remaining due VENDOR at the time of default, less all sums due CITY for damages suffered or expenses incurred by reason of default, shall be due and payable to VENDOR. b. CITY may complete the Agreement, or any part thereof, either by day labor, use of a subcontractor, or by re-letting a contract for the same, and procure the equipment and the facilities necessary for the completion of the Agreement, and charge the cost of same to VENDOR together with the costs incident thereto to such default. c. In the event CITY completes the Agreement at a lesser cost than would have been payable to VENDOR under this Agreement, if the same had been fulfilled by VENDOR, CITY shall retain such differences. Should such cost to CITY be greater, VENDOR shall pay the amount of such excess to the CITY. d. Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the Agreement at any time,whenever the service provided by VENDOR fails to meet reasonable standards of the trade after CITY gives written notice to the VENDOR of the deficiencies as set forth in the written notice within thirty (30) calendar days of the receipt by VENDOR of such notice from CITY. 21. UNCONTROLLABLE FORCES. 21.1 Neither the CITY nor VENDOR shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, RFQ CW24-001 General Engineering Consulting Services A-16 earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 21.2 Neither party shall, however, be excused from performance if non-performance is due to forces, which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. CITY PROVIDED INFORMATION AND SERVICES. 22.1 CITY shall furnish VENDOR available studies, reports,and other data pertinent to VENDOR'S services; obtain or authorize VENDOR to obtain or provide additional reports and data as required; furnish to VENDOR services of others required for the performance of VENDOR's Services hereunder, and VENDOR shall be entitled to use and rely upon all such information and services provided by CITY or others in performing VENDOR's Services under this Agreement. 23. ESTIMATES AND PROJECTIONS. 23.1 In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, VENDOR has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs;competitive bidding procedures and market conditions;time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, VENDOR makes no warranty that CITY's actual project costs, financial aspects, economic feasibility, or schedules will not vary from VENDOR's opinions, analyses, projections, or estimates. 24. THIRD PARTIES. 24.1 The services to be performed by VENDOR are intended solely for the benefit of CITY. No person or entity not a signatory to this Agreement shall be entitled to rely on VENDOR's performance of its services hereunder, and no right to assert a claim against VENDOR by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of VENDOR's services hereunder. 25. NOTICES. Notices to the CITY shall be sent to the following address: Daniel Dugger, City Manager City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, FL 33435 Telephone No. (561)742-6000 Notices to VENDOR shall be sent to the following address: ATTN: Patrick Gibney; Douglas Taylor Craven, Thompson &Associates, Inc. Address: 3563 NW 53rd Street Fort Lauderdale, FL 33309 Phone: 954-739-6400 Email: Egibney(c�craventhompson.com ; dtaylor c(Dcraventhompson.com 26. INTEGRATED AGREEMENT. This Agreement, together with RFQ and any addenda and/or attachments, represents the entire and integrated Agreement between the CITY and the VENDOR and supersedes all RFQ CW24-001 General Engineering Consulting Services A-17 prior negotiations, representations, or agreements, written or oral. This Agreement may be amended only by written instrument signed by both CITY and VENDOR. 27. PUBLIC RECORDS.The CITY is a public agency subject to Chapter 119, Florida Statutes. The VENDOR shall comply with Florida's Public Records Law. Specifically, the VENDOR shall: A. Keep and maintain public records required by the CITY to perform the service; B. 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 Chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and, following completion of the Agreement, VENDOR shall maintain in a secured manner all copies of such confidential and exempt records remaining in its possession once the VENDOR transfers the records in its possession to the CITY; and D. Upon completion of the Agreement, VENDOR shall transfer to the CITY, at no cost to the CITY,all public records in VENDOR's possession.All records stored electronically by VENDOR 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 VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 TELEPHONE: 561-742-6060 CityClerk[a�bbfl.us 28. E-VERIFY. 28.1 VENDOR certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. Definitions for this Section: A. "Contractor, Vendor, Proposer, Consultant" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. B. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for a salary, wages, or other remuneration. C. "E-Verify system" means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. RFQ CW24-001 General Engineering Consulting Services A-18 28.1.2 Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E- Verify System in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: A. All persons employed by a Contractor to perform employment duties within Florida during the term of the Agreement; B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and C. By entering into this Agreement, the Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. 28.1.3 Contract Termination. If the City has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09 (1), Fla. Stat., the contract shall be terminated 29. SCRUTINIZED COMPANIES 287.135 and 215.473. By execution of this Agreement, VENDOR certifies that VENDOR is not participating in a boycott of Israel. VENDOR further certifies that VENDOR is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has VENDOR been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The CITY shall provide notice, in writing, to VENDOR of the CITY's determination concerning the false certification. VENDOR shall have five (5) calendar days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, VENDOR shall have ninety(90) calendar days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If VENDOR does not demonstrate that the CITY's determination of false certification was made in error then the CITY shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 30. SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign immunity by the CITY or as a waiver of limits of liability or rights the CITY may have under the doctrine of sovereign immunity or under Section 768.28, Florida Statutes. 31. CONFLICTS. If there is a conflict or inconsistency between any term, statement, requirement, or provision of this Agreement, Exhibits, any Task Order, VENDOR's Proposal, or other documents incorporated into this Agreement, such conflict shall be resolved pursuant to the following order of precedence (1) this Agreement, (2) any Task Order, (3)the RFQ, and (4) VENDOR's Proposal. 32. COMPLIANCE WITH STATE ENERGY POLICY AND CONSERVATION ACT. VENDOR shall comply with all mandatory standards and policies relating to energy efficiency contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Pub. L. 94-163, 89 Stat. 871). 33. DOMESTIC PREFERENCE FOR PROCUREMENTS. As appropriate and to the extent consistent with law, the VENDOR should,to the greatest extent practicable, provide a preference for the purchase,acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items RFQ CW24-001 General Engineering Consulting Services A-19 and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe;aggregates such as concrete;glass,including optical fiber; and lumber. 34. LICENSE AND DELIVERY OF WORKS SUBJECT TO COPYRIGHT AND DATA RIGHTS. If applicable,the VENDOR grants to CITY, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this Agreement, VENDOR will identify such data and grant to the CITY or acquire on its behalf a license of the same scope as for data first produced in the performance of this contract. Data, as used herein,shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this Agreement, VENDOR will deliver to the VENDOR data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this Agreement in formats acceptable by VENDOR. 35. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or any subcontractor will have access to an individual's personal identifying information under this Agreement. VENDOR represents and certifies: (i) VENDOR is not owned by the government of a foreign country of concern; (ii) the government of a foreign country of concern does not have a controlling interest in VENDOR; and (iii) VENDOR is not organized under the laws of and does not have its principal place of business in, a foreign country of concern. Prior to VENDOR and any subcontractor having access to personal identifying information pursuant to this Agreement, VENDOR and any subcontractor shall submit to City executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes. Compliance with the requirements of this section is included in the requirements of a proper invoice. Terms used in this section that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes. 36. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, VENDOR shall provide CITY with an affidavit attesting that the VENDOR does not use coercion for labor or services, in accordance with Section 787.06(13), Florida Statutes. 37 COUNTRIES OF CONCERN. VENDOR represents that it is, and for the duration of the Term will remain, in compliance with Section 286.101, Florida Statutes. 38. DULY LICENSED. VENDOR represents that it is duly licensed in Florida to perform the Services under this Agreement and that it will continue to maintain all licenses and approvals required to conduct its business. SIGNATURE PAGE FOLLOWS RFQ CW24-001 General Engineering Consulting Services A-20 "This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes." IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be considered an original on the following dates: DATED this 21st day of October, 2024. CITY OF BOYNTO� ACH 40 Ty P= rlayor (Auth zed O al Name), (Vendor) Patrick J. Gibney, P.E. __ Print Name of Authorized Official Vice President, Engineering Title �.00,11 $1 ASS ,,, •` ` yOQp '�eal) 4 ' k. __„...%, %% t/Au�hheentfat4d GIT Y pF`�� 7 FLOG- or •�•.. .. .. ���� �'4.,�►3 * a``�• c f ...• - tP 0�A:Z °0444^.„vme`"t` ; O7 ri• ZG ••v �'.•nca,. Witness I,.O • Q . JZ , % 9 •• ••� Thomas A. McDonald, CFO �,. Print Name Approved as to Form: Aa)(14 Wonh Shawna G. Lamb, 0 Ice of the City Attorney Att= t/A the :ted• .- I, ...... AI II .--us, City Cler. 4 RFQ CW24-001 General Engineering Consulting Services A-21 EXHIBIT A Form of Task Order CITY OF BOYNTON BEACH General Engineering Consulting Services Task Order Task Order No. Consultant: 1. Task/Project. (Insert title and brief description) 2. Detailed Scope of Professional Services. A detailed scope of services under this Task Order, in accordance with the phases of service detailed in the Agreement, is attached as Exhibit 3. Deliverables and Schedule. For study/design related services: Consultant shall deliver to the City the deliverables specified at the time indicated on the attached Exhibit For project administration services: Consultant shall provide project/construction administration services in accordance with the Agreement and project schedule. 4. Compensation. The total estimated construction costs of the Project or the cost of the study or report for this Task Order may not exceed the amounts set forth in Section 287.055, Florida Statutes. The total Fee to be paid to the Consultant under this Task Order shall not exceed , based on the hourly rates currently in effect under the Agreement. A detailed fee schedule is attached as Exhibit The payment schedule (based on deliverables) is attached as Exhibit 5. Agreement Reference. This Task Order shall be performed under the terms and conditions described within the General Engineering Consulting Services Agreement, dated , 20 , by and between the City of Boynton Beach and ("Consultant"), Contract No. 6. Insurance. Consultant shall maintain insurance coverages in accordance with the Agreement and hereby confirms that Certificate(s) of Insurance evidencing current policies meeting the requirements of the Agreement are on file with the City as of the date of this Task Order. 7. Exhibits. All attached Exhibits are incorporated fully into this Task Order and the Agreement. RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A 8. Notice to Proceed (Task Order Form and Purchase Order). LI If checked, Consultant's receipt of a fully-executed copy of this Task Order and Purchase Order (PO) shall serve as the Notice to Proceed under this Task Order, effective as of the date the fully-executed Task Order was emailed to the Consultant. ❑ If checked, Consultant shall commence Services under this Task Order as specified in a forthcoming Purchase Order (PO) and Notice to Proceed. CONSULTANT: CITY OF BOYNTON BEACH By: By: Daniel Dugger, City Manager Print Name: Date: , 20_ Date: , 20_ City Attorney's Office Approved as to form and legality By: RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A EXHIBIT B Fee Schedule PERSONNEL CLASSIFICATIONS HOURLY RATE Principal Engineer $280.00 Senior Supervising Engineer $260.00 Senior Engineer $200.00 Project Engineer $180.00 Engineering Senior CADD Technician $110.00 Principal Surveyor $225.00 Professional Land Surveyor $190.00 Project Surveyor $160.00 Survey CADD/GIS Tech $110.00 Survey Field Crew(1-Man Crew) $120.00 Survey Field Crew(2-Man Crew) $180.00 Survey Field Crew(3-Man Crew) $250.00 Survey Crew with Laser Scan (3-Man Crew) $300.00 Principal Landscape Architect/Principal Planner $250.00 Senior Supervising Landscape Architect $215.00 Senior Landscape Architect $190.00 Senior Planner $180.00 Landscape Architect $180.00 Project Landscape Designer $155.00 Land Planner $155.00 Director of Construction Management $200.00 Construction Manager $180.00 Senior Field Representative $150.00 Field Representative $120.00 Clerical $100.00 Reimbursable Expenses: Direct costs such as postage, prints, and delivery services will be billed at cost. Mark-up % Sub-Consultants Fee: 10 % RFQ CW24-001 General Engineering Consulting Services Fee Schedule Exhibit B QUANTUM Electrical Engineering, Inc. 2024 Rates Prepared for CTA Quantum Electrical Engineering, Inc. Position Classification Hourly Billing Rates Project Manager $170.00 Professional Engineer $150.00 Project Engineer $140.00 CADD/Technician $85.00 Clerical $50.00 Field Engineer/ Resident Project Representative $140.00 4i-1/(fV) Amy L. Champagne-Baker, PE President Palm Beach County Broward County 2755 Vista Parkway,Suite 1-12 5571 N.University Drive, Suite 101 West Palm Beach,FL 33411 Coral Springs,FL 33067 561.210.9224 www.0uantumElectricalEngineering.com 954.369.5810 r4„.1.;\ RITZEL —MASON RITZEL-MASON 5119 BEECHWOOD ROAD DELRAY BEACH, FLORIDA 33484 HOURLY RATES Senior Chief Surveyor- $250.00 Professional Land Surveyor- $200.00 Survey CAD Technician -$125.00 Survey Field Crew (2-man) - $185.00 Survey Field Crew (3-man) - $250.00 SUE Designating Crew (2-man) - $205.00 SUE Designating Crew (3-man) - $270.00 Vacuum Excavation Crew (3-man) - $295.00 DICKEY CONSULTING SERVICES 1033 NW 6TH STREET, SUITE 206 FORT LAUDERDALE, FLORIDA 33311 HOURLY RATES CITY OF BOYNTON BEACH RFQ NO. NO. CW24-001 GENERAL ENGINEERING CONSULTING SERVICES CLASSIFICATION HOURLY RATE Project Director $177.00 Project Manager $107.00 Senior Project Coordinator $93.00 Project Coordinator $83.00 Administrative Assistant $65.00 A bsolute Civil Engineering Solutions, LLL ENGINEERING TESTING-ENGINEERING INSPECTION SERVICES-GEOTECHNICAL-ENVIRONMENTAL SERVICES August 20, 2024 Patrick J. Gibney, P.E. Craven Thompson & Associates 3563 NW 53rd Street Fort Lauderdale, FL 33309 RE: Geotechnical and Construction Material Testing and Inspection Services for the City of Boynton Beach RFQ CW24-001 General Engineering Consulting Services Dear Mr. Gibney: In response your request, we will be providing the required Geotechnical and Construction Materials Testing and Inspection Services at the following unit rates: • Proctor $150.00/EA • LBR $400.00/EA • Carbonate Content $85.00/EA • Plastic Index and Liquid Limit $80.00/EA • Organic Content $70.00/EA • Conc. Compression Strength $85.00/Set of 4; $17.50 each add. cylinder • Conc. Slump Test $17.50/EA • Asphalt Extraction $350.00/EA • Asphalt Cores $50.00/EA • Soil borings (up to 30') $20.00/ft • Soil Borings (31' to 50') $25.00/ft • Soil Borings (51' to 75') $30.00/ft • Soil Borings (76' + 100') $35.00/ft • Soil Borings (101' + 105') $40.00/ft • Casing (up to 30') $10.00/ft • Casing (31' to 50') $12.50/ft • Casing (51' to 75') $15.00/ft • Casing (76' + 100') $17.50/ft • Casing (101' + 150') $20.00/ft • Maintenance of Traffic (MOT) $550/day • Mobilization of truck-mounted drill rig $350.00/EA • Field Density Test $28.00/EA • Relative Density Test $175.00/EA • Technician $75.00/Hr • Engineer $125.00/Hr • Professional Engineer $150.00/Hr 4121 SW 47th Avenue, Suite 1319, Davie, Florida 33314. Phone 954-232-5680 Fax 866-283-9007 ATTACHMENT "A" City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts,leases,and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as "Certificate Holder" and "The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+" or higher. (NOTE:An insurance contractor binder may be accepted as proof of insurance if a Certificate is provided upon selection of vendor.) Thefollowing is a list of types of insurance required of contractors, lessees, etc., and the limits required by the City: (NOTE:This list is not all inclusive, and the City reserves the right to require additional types of insurance, or to raise orlower the stated limits, based upon identified risk.) TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners & Contractor's Protective (OCP) Personal &Adv. Injury $ 1,000,000.00 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage (any one fire) $ 50,000.00 Broad Form Vendors Med. Expense (any one person) $ 5,000.00 Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability Professional Liability Aggregate $1,000,000.00 Automobile Liability Combined Single Limit $1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease, Policy Limit $ 1,000,000.00 Disease Each Employe' $ 1,000,000.00 Other-As Risk Identified to be determined • INSURANCE ADVISORY FORM RFQ CW24-001 General Engineering Consulting Services Insurance Advisory �-�® DATE(MM/DD/YYYY) �'(v/ CERTIFICATE OF LIABILITY INSURANCE 08/19/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the 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 CONTACT Angela Nervi-Saketkoo NAME: Brown&Brown Insurance Services,Inc. PHONE Est) (954)776-2222 FAX No): (954)776-4446 1201 W Cypress Creek Rd E-MAIL angela.nervi@bbrown.com ADDRESS: Suite 130 INSURER(S)AFFORDING COVERAGE NAIC F Fort Lauderdale FL 33309 INSURER A: Hartford Casualty Insurance Company 29424 INSUREDINSURER B: Hartford Insurance Company of the Midwest 37478 Craven Thompson&Associates,Inc. INSURER c: Hartford Insurance Company of the Southeast 38261 3563 NW 53rd Street INSURER D: Continental Casualty Company 20443 INSURER E: Fort Lauderdale FL 33309 INSURER F: COVERAGES CERTIFICATE NUMBER: 24-25 Prof,WC;23-24 Lia REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MM/DD/YYYY) (MM1DD/YYYY) LIMBS X COMMERCIAL GENERAL LIABILITYEACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED 300,000 PREMISES(Ea occurrence) $ _ MED EXP(Any one person) $ 10,000 A Y 21UUNOL6HCL 12/01/2023 12/01/2024 PERSONAL aADV INJURY $ 1'000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X PRO LOC PRODUCTS-COMP/OP AGG $ 2,000,000 — /ECT OTHER. Employee Benefits $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) - X ANY AUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED 21 UENOL5299 12/01/2023 12/01/2024 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY _ AUTOS ONLY (Per accident) Medical payments $ 5,000 X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 6'000'000 A EXCESS LIAB CLAIMS-MADE 21XHUAZ3ZVC 12/01/2023 12/01/2024 AGGREGATE $ 6,000,000 DED X RETENTION$ 10,000 $ WORKERS COMPENSATION X SPER TATUTE EOTH AND EMPLOYERS'LIABILITY R Y/N C N NANY PROPRIETOR/PARTNER/EXECUTIVE /A 21WBOL6H4G 01/01/2024 01/01/2025 1,000,000 OFFICER/MEMBER EXCLUDED? E.L.EACH ACCIDENT $ (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Architects Professional General Aggregate $5,000,000 D AEH591918336 03/30/2024 03/30/2025 Each Occurrence $5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:General Engineering Consulting Services Agreement RFQ No.CW24-001 City of Boynton Beach is included as Additional Insured with respects to General Liability as required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Boynton Beach ACCORDANCE WITH THE POLICY PROVISIONS. City Clerk AUTHORIZED REPRESENTATIVE 100 E.Ocean Avenue ��' Boynton Beach FL 33435 I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD ATTACHMENT "B" r OS \r( LUTON 04' P AFFIDAVIT OF COMPLIANCE WITH FOREIGN ENTITY LAWS The undersigned,on behalf of the entity listed below("Entity"), hereby attests under penalty of perjury as follows: 1. Entity is not owned by the government of a foreign country of concern as defined in Section 287.138, Florida Statutes. (Source: § 287.138(2)(a), Florida Statutes) 2. The government of a foreign country of concern does not have a controlling interest in Entity. (Source: §287.138(2)(b), Florida Statutes) 3. Entity is not organized under the laws of, and does not have a principal place of business in, a foreign country of concern. (Source: § 287.138(2)(c), Florida Statutes) 4. The undersigned is authorized to execute this affidavit on behalf of Entity. Date: October 21 , 2024 Signed: Entity: Craven, Thompson &Associates, Inc. Name: Patrick J. Gibney, P.E. Title: Vice President, Engineering STATE OF Florida COUNTY OF Broward The foregoing instrument was acknowledged before me, by means of[physical presence or❑ online notarization, this 21st day of October, 2024., by Patrick J. Gibney, P.E.,as Vice President, Engineerinq for Craven, Thompson&Associates, Inc.,who is personally known to me or who has produced as identification. Notary Public Signature: y'6A,P" State of Florida at Large (Seal) Print Name: ?Ale t( (/\ • T \`\ 01titn ‘ocAt A;//////////• �i��i 232�p•� �- fp •4- My commission expires: 3/2.3 a`1.2-6' #1-1H 201434 `y = :. •,oub1icd ,01..•62'Q� / Noi ,i• lia t O� fidavit of Compliance with Foreign Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Consulting Services Affidavit of Compliance with Foreign Entity Laws V0,11. (.4(:• _ v I.M''0 N •`r AFFIDAVIT OF COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS In accordance with section 787.06 (13), Florida Statutes, the undersigned, on behalf of the entity listed below("Entity"), hereby attests under penalty of perjury that: Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking." Date: October 21 , 2024 Signed: �/ Entity: Craven, Thompson &Associates, Inc. Name: Patrick J. Gibney, P.E. Title: Vice President, Engineering STATE OF Florida COUNTY OF Broward The foregoing instrument was acknowledged before me, by means of (physical presence or ❑ online notarization, this 21st day of October, 2024, by Patrick J. Gibney, P.E.,as Vice President, Engineering for Craven, Thompson &Associates, Inc., who is personally known to me or who has produced as identification. Notary Public Signature: At z-41 6'.✓� � /�`� State of Florida at Large(Seal) Print Name: PA172_IctA. A .61u3c '^ \\ \G1A A.Pi( ,iii 3 Y.)0,6 `\�QP�(�• M,ssiov •e-.1),„ , My commission expires: • c, GH 23 Oi' i : * ..•.• Z 2...Id ttHH 201434 iyo°/ded 11\�J i`Q'.0w� 1% 4),LA•. 0b/ic undo`••••'0 ' /4�6ZI C 111 ,STAleo�\\\\\ Affidavit of Compliance with Anti-Human Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Services Affidavit of Compliance with Anti-Human Trafficking Laws �"�Y p� 1 �� r i � w NTON e. GENERAL ENGINEERING CONSULTING SERVICES AGREEMENT This Agreement ("Agreement"), is entered into between the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida,with a business address of 100 East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as "CITY", and CPZ Architects, Inc. a [type of entity: corporation] authorized to do business in the State of Florida, with a business address of 4316 W. Broward Blvd., Plantation, FL 33317, hereinafter referred to as "VENDOR". In consideration of the mutual benefits, terms, and conditions hereinafter specified, the Parties agree as set forth below. WHEREAS, the CITY solicited proposals for a non-exclusive agreement to perform General Engineering Consulting Services, and WHEREAS, the CITY issued a Request for Qualification for General Engineering Consulting Services; and WHEREAS, RFQ No. CW24-001 defined Scope of Services for General Engineering Consulting Services; and WHEREAS, the CITY determined that VENDOR was qualified for appointment to perform the scope of services set forth in RFQ No. CW24-001; and WHEREAS, the CITY Commission on July 16, 2024, determined that VENDOR was qualified for appointment to perform the scope of services set forth in the Request For Qualifications RFQ No. CW24-001; and NOW,THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows: 1. SERVICES AND RESPONSIBILITIES. 1.1 VENDOR hereby agrees to perform the General Engineering Consulting Services, by way of individual Task Orders, at the request of the CITY during the term of this Agreement as more particularly described in the Request for Qualifications RFQ No. CW24-001 for General Engineering Consulting Services, which is incorporated herein by reference. The specific projects that may be assigned to the VENDOR are in conjunction with the specific M box next to the Scope Category: ❑Scope Category A Water Plant Modifications, Capacity and Operations Evaluation ❑Scope Category B Infrastructure Improvements and Evaluations ❑Scope Category C Ancillary Studies and Services ❑Scope Category D Transportation Services Scope Category E Architectural Services ❑Scope Category F Hydrogeological Services ❑Scope Category G Green Infrastructure, Sustainability, and Resiliency Services ❑Scope Category H Geotechnical Services ❑Scope Category J Civil Land Development Services ❑Scope Category K Recreation and Parks Services 1.2 The VENDOR agrees to perform work assigned by Task Order(s) (the"Services") under such terms as set forth in the Task Order(s). The Task Order Form is attached hereto as Exhibit A. The terms of the Task Order(s)shall be supplemental to the terms of this Agreement. RFQ CW24-001 General Engineering Consulting Services A-1 1.3 VENDOR shall furnish all services, labor, equipment, supplies, and materials necessary and as may be required in the performance of this Agreement, except as otherwise specifically provided for herein, and all Services performed under this Agreement shall be done in a professional manner. 1.4 VENDOR assumes professional and technical responsibility for performance of its services to be provided hereunder in accordance with recognized professional and ethical guidelines established by their profession. If within one year following completion of its services, such services fail to meet the aforesaid standards,and the CITY promptly advises VENDOR thereof in writing, VENDOR agrees to re-perform such deficient services without charge to the CITY. 1.5 The relationship between CITY and VENDOR created hereunder and the services to be provided by VENDOR pursuant to this Agreement are non-exclusive. CITY shall be free to pursue and engage similar relationships with other VENDORS to perform the same or similar services performed by VENDOR hereunder, so long as no other consultant shall be engaged to perform the specific project(s)assigned to VENDOR while VENDOR is so engaged without first terminating such assignment. VENDOR shall be free to pursue relationships with other parties to perform the same or similar services, whether or not such relationships are for services to be performed within the CITY, so long as no such relationship shall result in a conflict of interest, ethical or otherwise, with the CITY's interests in the services provided by VENDOR hereunder. 1.6 The VENDOR is responsible for defects in its work and in the work of its Sub consultants'. 1.7 PRELIMINARY SERVICES PHASE: The VENDOR shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The VENDOR shall attend meetings with the CITY Commission and CITY staff as may be required, and provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents. 1.7.1 During the preliminary services phase,the VENDOR shall advise the CITY, based on VENDOR'S professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project; VENDOR to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY'S needs for surveys; perform site evaluations and comparative studies of prospective site and solutions; and prepare and furnish a report to the City setting forth the VENDOR'S findings and recommendations. 1.7.2 Preliminary design services to be performed by the VENDOR shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 1.7.3 VENDOR shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed project; and/or 1.7.4 Upon authorization of the CITY, the VENDOR will provide advice and assistance relating to operation and maintenance of project or other systems;evaluate and report on operations; assist the CITY in matters relating to regulatory agency operations review or operating permit non-compliance; assist with startup and operator training for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project. RFQ CW24-001 General Engineering Consulting Services A-2 1.8 BASIC SERVICES: The VENDOR shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY. 1.9 FINAL DESIGN SERVICES shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase,permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits, and landfill permits. 1.9.1 The VENDOR based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule,or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical,and electrical systems,and any other requirements or systems,materials and such other elements as may be appropriate for a complete project. The VENDOR shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1.9.2 The VENDOR based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY. The Construction Documents shall consist of drawings and specifications setting forth in detail the requirements for the construction of the project. 1.9.3 The VENDOR shall assist the CITY in the preparation of the necessary proposal information and forms. 1.9.4 The VENDOR shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1.9.5 The VENDOR shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1.9.6 VENDOR shall include in the Construction Documents a requirement that the construction contractor shall provide a final as-built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked-up construction drawings to the VENDOR so that the VENDOR can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1.9.7 Prior to final approval of the Construction Documents by the CITY,the VENDOR shall conduct a thorough review and quality control evaluation of the entire work product for compliance with the requirements of any local,state,or federal agency from which a permit or other approval is required. The VENDOR shall make sure that all necessary approvals have taken place. 1.9.8 Prior to each phased submittal, the VENDOR shall conduct a thorough quality control review and assessment of the work product to determine whether the work is properly coordinated and confirm that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The VENDOR shall provide to the RFQ CW24-001 General Engineering Consulting Services A-3 CITY a Quality Assurance and Quality Control plan in a format that advises the CITY that all work has been performed as required. A report shall be submitted in accordance with those standards to apprise the CITY that due care has been taken in the preparation of the Contract Documents. 1.9.9 The VENDOR shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable. The VENDOR shall comply with all of its governing laws, rules, regulations, codes, directives, and other applicable federal, state, and local requirements in preparation of the work. 1.10 The VENDOR shall provide the construction documents, technical specifications, and drawings completed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 1.11 The VENDOR, following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost, shall, when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals and assist in preparing contracts for construction. 1.11.1 The VENDOR shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY'S Procurement Administrative Policy Manual. 1.11.2 Any Opinion of the Construction Cost prepared by VENDOR represents its judgment as a design professional and is supplied for the general guidance of the CITY. Since VENDOR has no control over market conditions, VENDOR does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to the CITY. If the project is not advertised for proposals within three (3) months after delivery of Final Design Plans,through no fault of the VENDOR or if either local market conditions or industry-wide prices have changed because of unusual or unanticipated events affecting the general level of prices or times of delivery in the construction industry, the established Construction Cost limit may be adjusted as determined by the CITY'S Representative and as approved by the CITY, if necessary. Additionally, if the CITY expands a project scope of work after the VENDOR renders the Final estimated probable Construction Cost of the Final Design Plans, the VENDOR shall not be responsible for any redesign without compensation, which shall be mutually agreed to by the parties hereto. 1.11.3 The VENDOR shall provide the CITY with a list of recommended prospective bidders. 1.11.4 The VENDOR shall attend all pre-proposal/per-bid conferences. 1.11.5 The VENDOR shall recommend any addenda, through the CITY'S representative as appropriate,to clarify, correct, or change proposal documents. 1.11.6 If Pre-Qualification of bidders is required as set forth in the Request for Proposals, Request for Qualifications or Invitation to Bid (two-step bid process), VENDOR shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.11.7 If requested, VENDOR shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY. 1.12 The CITY shall make decision on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the work after receiving a recommendation from the VENDOR. The VENDOR shall check schedules, shop drawings and other submissions for the limited purpose of checking conformance with the concept of the project, and for compliance with the information given by the Construction Documents. The VENDOR shall also review change orders prepared and submitted by RFQ CW24-001 General Engineering Consulting Services A-4 Contractor and review and make recommendations to the City for progress payments to the Contractor based on each project schedule of values and the percentage of work completed. The VENDOR will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the construction of the assigned task order projects. 1.12.1 The CITY shall maintain a record of all change orders, which shall be categorized to the various types, causes, etc. that may be determined useful and necessary for its purpose. 1.12.2 If the VENDOR is not the Construction Manager for the construction, the CITY shall notify the VENDOR within three (3) business days of the discovery of any architectural/engineering error or omission so that the VENDOR can be part of the negotiations resolving the claim between the CITY and the Contractor. 1.13 The VENDOR shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination,when the schedule of values is found to be appropriate,the VENDOR shall sign the schedule of values indicated in the belief that the schedule of values constitutes a reasonable, balanced basis for payment of the Application for Payment to the Contractor. 1.14 The VENDOR shall perform on-site construction observation of each project based on the Construction Documents in accordance with paragraph 1.19 "Resident Project Services" of this Agreement. The VENDOR observation shall determine the progress of the work completed, and whether the work is proceeding in a manner indicating that the work when fully competed will be in accordance with the Construction Documents. On the basis of site visits, the VENDOR will provide the CITY with a written report of each site visit in order to reasonably inform the CITY of the progress of the portion of the work completed. The VENDOR shall endeavor to identify for the CITY any defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. The VENDOR shall not have control over or charge of, or responsibility for the construction means, methods, techniques, sequences or procedures. or for safety precautions and programs in connection with the work, nor shall the VENDOR be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The VENDOR shall not have control over or charge of,and shall not be responsible for,acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. Based on such observation and the Contractor's Application for Payment,the VENDOR shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated. By issuing a Certificate of Payment, the VENDOR will also represent to the CITY that to the best of its information and belief, based on what its observation has revealed,the work is in accordance with the Construction Documents. The VENDOR shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1.15 The VENDOR shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings, and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY'S version of AutoCad formats for archival purposes. 1.16 The VENDOR shall attend regularly scheduled progress meetings on site bi-monthly or as otherwise determined based on a specific need established prior to construction by the CITY. RFQ CW24-001 General Engineering Consulting Services A-5 1.17 The VENDOR shall review change orders prepared and submitted by the Contractor for the CITY'S approval. VENDOR shall not authorize any changes in the work or time, no matter how minor, without prior written approval by the CITY. 1.18 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by VENDOR,which shall be timely completed by Contractor to the satisfaction of the CITY,written notification to Contractor by VENDOR that all releases of liens are satisfied,and written recommendation by VENDOR for final payment to the Contractor which shall be at the sole discretion of the CITY. 1.19 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the VENDOR will, if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ("Resident Project Representative") of the VENDOR. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project Representative will endeavor to identify for the CITY any defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but are not limited to the following: a. Conducting all pre-construction conferences; b. Conducting all necessary construction progress meetings; c. Observation of the work in progress to the extent authorized by the CITY; d. Receipt, review coordination, and disbursement of shop drawings and other submittals; e. Maintenance and preparation of progress reports; f. Field observation and verification of quantities of equipment and materials installed; g. Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; h. Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project-related documents, and at the completion of each project, deliver all such records to the CITY; i. Preparation, update, and distribution of a project budget with each project schedule; j. Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; k. Scheduling and conducting monthly progress meetings at which CITY, Engineer, general contractor,trade contractor, utilities representatives,and suppliers can jointly discuss such matters as procedures, progress, problems, and scheduling. I. Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and/or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; m. Development and implementation of a system for the preparation, review, and processing of change orders; n. Maintenance of a daily log of each project; o. Recording the progress of each project, and submission of written monthly progress reports to the CITY,including information on the Contractors'work and the percentage of completion; p. Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; and q. Securing and transmitting to the CITY, required guarantees; affidavits; releases; key manuals; record drawings; and maintenance stocks; The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the VENDOR or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided, however, that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the VENDOR. The Resident Project Representative shall not have control over or charge of,or responsibility for the construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the work, nor shall the Resident Project Representative be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The Resident Project Representative shall not have control over or charge of, RFQ CW24-001 General Engineering Consulting Services A-6 and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the work. Although VENDOR shall not be responsible for health or safety programs or precautions related to CITY"s activities or those of CITY's other contractors and consultants or their respective subcontractors and vendors ("Contractors"), VENDOR shall nonetheless report to the Resident Project Representative health and safety conditions or deficiencies observed by VENDOR'S employees or representatives. VENDOR shall not be responsible for CITY's pre- existing site conditions or the aggravation of those preexisting site conditions to the extent not caused by the negligence or willful misconduct of VENDOR. VENDOR shall not be responsible for inspecting, observing, or correcting health or safety conditions or deficiencies of CITY, Contractors, or others at the project site ("Project Site") other than for VENDOR's employees, sub-consultants, and vendors. 1.20 ADDITIONAL SERVICES 1.20.1 When additional services are necessary, they shall be specified in the written Task Order. Examples of additional non-exclusive services are: a. Preparation of applications and supporting documents for private or governmental grants, loans, or advances in connection with any particular project. b. Services to make measured drawings of or to investigate existing conditions or facilities or to verify the accuracy of drawings or other information furnished by or to the CITY. c. Services resulting from significant changes in the general scope, extent, or character of any particular project or its design, including but not limited to changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the VENDOR'S control. d. Providing renderings or models for the CITY's use. e. Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out-of-sequence work. f. Investigations and studies involving but not limited to, detailed considerations of operations, maintenance, and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies; cash flow and economic evaluations, rate schedules, and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY. g. Assistance in connection with Proposal/proposal protests, re-bidding or re- negotiating contracts for construction, materials, equipment, or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the VENDOR (e.g. defective plans and/or specifications which inhibit contractors from submitting proposals)in which event there shall be no additional cost for the provision of such services. h. Preparing to serve or serving as a VENDOR or witness for the CITY in any litigation, arbitration, or other legal or administrative proceeding. i. Additional services in connection with a project not otherwise provided for in this Agreement. RFQ CW24-001 General Engineering Consulting Services A-7 j. Services in connection with a field order or change order requested by the CITY. k. Providing artwork, models, or renderings as requested by the CITY. 1.21 When required by the Construction Contract documents in circumstances beyond the VENDOR'S control, and upon the CITY'S authorization, it will furnish the following additional services. a. Services in connection with work changes necessitated by unforeseen conditions encountered during construction. b. Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the VENDOR. c. Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3)acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the VENDOR or if the VENDOR fails to notify the Contractor of the deficient quality of their workmanship pursuant to VENDOR'S duties as described in the Contract Documents, the VENDOR's additional services shall be deemed part of Basic Services and compensated as such. d. Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. e. Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and/or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. f. Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the VENDOR in which case such services shall be deemed Basic Services. Except when caused by a design error by the VENDOR, the cost of such services shall be borne by the Contractor,and this requirement shall be included in the construction contract. 1.22 CITY'S RESPONSIBILITIES 1.22.1 The CITY shall do the following in a timely manner so as not to delay the services of the VENDOR: 1.22.2 Designate in writing a person or persons to act as the CITY's representative with respect to the services to be rendered under this Agreement. Such person(s) shall have complete authority to transmit instructions and receive information with respect to the VENDOR'S services for a particular project.The CITY may have multiple CITY Representative(s) or project managers during the performance of this Agreement based on the specific Task Orders from each of the Scope Categories. 1.22.3 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. 1.22.4 Assist the VENDOR by providing, at the VENDOR's request, all available information pertinent to the Project, including previous reports and any other data relative to the design or construction of the project. RFQ CW24-001 General Engineering Consulting Services A-8 1.22.5 Furnish to the VENDOR, if required for the performance of VENDOR's services (except where otherwise furnished by the VENDOR as Additional Services), the following: 1.22.6 Data prepared by, or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests, and inspection of samples, materials, and equipment; 1.22.6.1 Appropriate professional interpretations of all of the foregoing; 1.22.6.2 Environmental assessment and impact statements; 1.22.6.3 Property, boundary, easement, right-of-way, topographic and utility surveys; 1.22.6.4 Property descriptions; 1.22.6.5 Zoning, deed, and other land use restrictions; 1.22.6.6 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the VENDOR; and 1.22.6.7 Arrange for access to make all provisions for the VENDOR to enter upon the CITY's property as required for the VENDOR to perform services under this Agreement. 1.22.6.8 Consistent with the professional standard of care and unless otherwise specifically provided herein, VENDOR shall be entitled to rely upon the accuracy of data and information provided by the CITY or others without independent review or evaluation. 1.23 SEQUENCE OF EVENTS 1.23.1 Following receipt of any Task Order, the VENDOR shall submit to the CITY, at least five (5) business days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations. 1.23.2 Task Orders will be issued to the VENDOR in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non-performance by VENDOR pursuant to this Agreement. 1.23.3 In accordance with the CITY's Purchasing Policy Manual, proposals received by the VENDOR as a result of a Task Order that exceeds the Procurement threshold amount, will require approval from CITY Commission before the execution of services. 1.23.4 When the CITY issues Task Orders to the VENDOR, each authorization shall contain a stated completion schedule. If caused by the negligent errors or omissions of VENDOR, failure of the VENDOR to meet the stated schedule shall constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. 1.23.5 It is anticipated and intended that the VENDOR will be authorized to begin new Task Order(s) on a "rolling" basis, as some already assigned Task Orders near timely completion. If a subsequent Task Order is issued to the VENDOR before it has completed the current Task Order, the completion date for each Task Order will remain independent of each other so that the VENDOR will prioritize the uncompleted Task Order from the first Task Order and finish as soon as practical. Failure to RFQ CW24-001 General Engineering Consulting Services A-9 complete the"older"Task Orders in a timely manner may adversely impact continued early authorization to start subsequent work. 1.23.6 When the VENDOR has exceeded the stated completion date, including any extension for extenuating circumstances, which may have been granted, a written notice of Default will be issued within seven (7) calendar days of the date that the default became active with a requirement of seven (7) calendar days to cure said default, to the VENDOR and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured. 1.23.7 Should the VENDOR exceed the assigned completion time, the CITY reserves the right not to issue to the VENDOR any further Task Order(s) until such time as it is no longer in default and the VENDOR has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent Task Orders. This restricted issuance provision may result in the VENDOR not being issued all of the planned work the CITY anticipated in this Agreement. The VENDOR shall have no right to the balance of any work or to any compensation associated with these non-issued Task Orders due to the VENDOR being rendered in default. 1.23.8 Should the VENDOR remain in default for a period of fifteen(15)consecutive calendar days beyond the time frame provided in Paragraph 1.23.6, the CITY may at its sole option retain another VENDOR to perform any Services arising out of this Agreement and/or terminate this Agreement. 1.24 DEFINITION OF DEFAULT 1.24.1 An event of default shall mean a material breach of this Agreement. Without limiting the generality of the foregoing and in addition to those instances referred to as a material breach, an event of default shall include the following: a. VENDOR has not performed services on a timely basis due to VENDOR's negligent errors or omissions; b. VENDOR has refused or failed to supply enough properly skilled personnel; c. VENDOR has failed to make prompt payments to VENDOR's sub-consultants or suppliers for any services after receiving payment from the CITY for such services or supplies; d. VENDOR has failed to obtain the approval of the CITY where required by this Agreement; e. VENDOR has refused or failed to provide the services as defined in this Agreement; f. VENDOR has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety (90) calendar days of such date; g. CITY has failed to make payments to VENDOR in accordance with the requirements of this Agreement; 1.24.2 In the event of Default, the VENDOR shall be liable for all damages resulting from the Default including: a. The difference between the amount that has been paid to the VENDOR and the amount required to complete the VENDOR's Services, provided the fees by the firm replacing the VENDOR are reasonable and the hourly rates do not exceed the VENDOR'S rates. This amount shall also include procurement and administrative costs incurred by the CITY. b. In the event of default by the City, VENDOR may suspend the Services pending receipt of such payment. 1.24.3. The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of RFQ CW24-001 General Engineering Consulting Services A-10 the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. 1.25 VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY. 1.26 The CITY's Representative during the performance of this Agreement shall be Keith Webber, or Designee. 1.27 The VENDOR's Representative during the performance of the Agreement shall be Chris P. Zimmerman (chris@cpzarchitects.com). 2. TERM. The initial Agreement period shall be for an initial term of two (2) years, commencing on 11/19/2024, and shall remain in effect through 11/18/2026. The City reserves the right to automatically renew the Agreement for two (2) two-year renewals subject to termination clause(s) as provided herein. The City requires firm fixed rates for the initial agreement term. Either party must give a sixty (60) calendar day(s) written notice prior to the Agreement anniversary date of the intent to not renew for the renewal term. The initial term and any exercised renewal terms are collectively referred to as the "Term." Automatic renewal terms will be based on the same terms, conditions, pricing, specifications, and services herein. The VENDOR understands and acknowledges that all services to be performed will be governed by this Agreement and that there is no guarantee of any assignment, minimum amount of professional services, compensation, or future work being given to the VENDOR. 3. Limited Term Extension: The CITY may, at its sole discretion and without further City Commission action, extend the term of this Agreement for an additional one-hundred and eighty (180) calendar days (the "limited term extension") by filing a written notice signed by the Vendor and the City's Purchasing Department. At no time shall this limited term extension extend more than one-hundred eighty (180) calendar days beyond the expiration date of this Agreement without further City Commission approval. The VENDOR will be reimbursed for these services at the rate in effect when this limited term extension clause was invoked by the CITY. 4. TIME OF PERFORMANCE/METHOD OF ORDERING SERVICES. 4.1. Services under this Agreement shall commence upon the CITY's written notice to the VENDOR through an executed Task Order. The VENDOR shall perform all Services and provide all work products required pursuant to this Agreement and the specific Task Order by the sequence of events, or unless the CITY grants an extension of time in writing. 4.2. Limitations. No Task Order issued under this Agreement will be valid if the estimated construction cost of the specific project or the study activity fee exceeds the amounts set forth in Section 287.055, Florida Statutes. 4.3. VENDOR shall complete each Task Order executed during the Term without regard to whether such completion would cause Services to be performed after the expiration date of this Agreement. Any Task Order for which performance extends beyond the Term may be amended after that expiration date, provided that any additional Services, time, and compensation are permitted under this Agreement. The terms and conditions of this Agreement shall continue to govern Task Orders notwithstanding the expiration of this Agreement. 5. PAYMENT. The VENDOR shall be paid by the CITY for completed work and for Services rendered as follows: a. Payment for the Services provided by VENDOR shall be made in accordance with the Fee Schedule as provided in Exhibit B attached hereto. b. Payment as provided in this section by the CITY shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment, and incidentals necessary to complete the Services. c. Compensation for vendor's sub-consultants will be negotiated based on each Task Order. Compensation will be through a direct mark-up in accordance with the Fee Schedule attached RFQ CW24-001 General Engineering Consulting Services A-11 hereto. Sub-consulting services shall be approved by the City's representative in writing prior to performance of the sub-consulting work. Consulting time for processing and management of the VENDOR's sub-consultant shall not be included in direct cost as the direct mark-up is applied for management efforts. d. The VENDOR may submit invoices to the CITY once per month during the progress of the Srevices for partial payment. Such invoices will be checked by the CITY, and upon approval thereof, payment will be made to the VENDOR in the amount approved. e. In certain cases where incremental billing for partially completed Services is permitted by the CITY's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f. Computation of Time Charges/Not-to-Exceed Method of Payment: When a service is to be compensated based on time charge/not-to-exceed method, the VENDOR shall submit a not- to-exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates,which shall not exceed the established hourly rates set forth in the Fee Schedule, plus any sub-consultant services and other related costs supporting the proposed Services. The CITY shall not be obligated to reimburse the VENDOR for costs incurred in excess of the total not-to-exceed cost amount. g. Final payment of any balance due to the VENDOR of the total Task Order price earned will be made promptly upon its ascertainment and verification by the CITY after the completion of the Services under this Agreement and its acceptance by the CITY. h. Final Invoice: In order for both parties herein to close their books and records, the VENDOR will clearly state"Final Invoice"on the VENDOR's final/last billing to the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, any other further charges, if not properly included on this invoice, are considered waived by the VENDOR. i. The VENDOR's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the CITY and State for a period of five (5) years after the termination of the Agreement. Copies shall be made available upon request. j. Hourly rates shall remain fixed and firm for the initial two (2) year period of this Agreement. Cost of subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes as determined by the City, have occurred in the industry, such increases shall not exceed 5% per year, or whichever is less, the latest yearly percentage increase in the All Urban Consumer Price Index (CPI-U) (National) as published by the Bureau of Labor Statistics, U.S. Department of Labor. The yearly increase or decrease in the CPI shall be based on the latest index published and available ninety (90) calendar days prior to the end of the Agreement year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) calendar days prior to the Agreement anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of this Agreement. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the VENDOR, a reasonable reduction in costs that reflect such changes in the industry. All rate increases above 2% must be approved by the City Commission on the recommendation of the Director of Financial Services. k. The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the CITY does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the CITY, the Agreement may be canceled by the CITY upon giving thirty (30)calendar days'written notice to the VENDOR. I. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes. RFQ CW24-001 General Engineering Consulting Services A-12 6. OWNERSHIP AND USE OF DOCUMENTS. Upon completion of any project / Task Order and final payment to VENDOR, all documents, drawings, specifications, and other materials produced by the VENDOR in connection with the services rendered under this Agreement shall be the property of the CITY whether the project for which they are made is executed or not. Notwithstanding the foregoing, the VENDOR shall maintain the rights to reuse standard details and other design copies, including reproducible copies, of drawings and specifications for information, reference, and use in connection with VENDOR's endeavors. Any use of the documents for purposes other than as originally intended by this Agreement, without the written consent of VENDOR, shall be at the CITY's sole risk and without liability to VENDOR and VENDOR's sub-consultants. 7. FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 8. WARRANTIES AND REPRESENTATIONS. VENDOR represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this Agreement and that it will retain and assign qualified professionals to all assigned projects during the term of this Agreement. VENDOR's Services shall meet or exceed the standard of care and skill ordinarily used by members of VENDOR's profession practicing under similar circumstances. In submitting its response to the RFQ, VENDOR has represented to CITY that certain individuals employed by VENDOR shall provide services to CITY pursuant to this Agreement. CITY has relied upon such representations. Therefore, VENDOR shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 9. COMPLIANCE WITH LAWS. VENDOR shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances, and regulations that are applicable to the services to be rendered under this Agreement. 10. INDEMNIFICATION. A. The VENDOR shall indemnify and hold harmless CITY and its current, past, and future officers and employees from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys'fees,to the extent caused by the negligence, recklessness,or intentionally wrongful conduct of VENDOR or other persons employed or utilized by VENDOR in the performance of this Agreement. Neither party to this Agreement shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect, or consequential damages of any kind, including but not limited to lost profits or use that may result from this Agreement or out of the services or goods furnished hereunder. B. The parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or§768.28, Fla. Stat., as may be amended from time to time. PURSUANT TO FLORIDA STATUTE, NO INDIVIDUAL DESIGN PROFESSIONAL EMPLOYED BY OR ACTING AS AN AGENT OF VENDOR MAY BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM THE NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF THIS AGREEMENT 11. INSURANCE. A. During the performance of the services under this Agreement, VENDOR shall maintain the following insurance policies, and provide originals or certified copies of all policies to CITY's Risk Management Director. All policies shall be written by an insurance company authorized to do business in Florida. VENDOR shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any service pursuant to this Agreement: a. Worker's Compensation Insurance: The VENDOR shall procure and maintain for the life of this Agreement, Worker's Compensation Insurance covering all employees RFQ CW24-001 General Engineering Consulting Services A-13 with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any subcontractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton Beach, executed by the insurance company. b. Comprehensive General Liability: The VENDOR shall procure and maintain for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations; Independent consultants, Products-Completed Operations, and Contractual Liability with specific reference to Article 7, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury, or property damage that could arise directly or indirectly from the performance of this Agreement. VENDOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/and $1,000.000 per occurrence/aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty(30)calendar days prior written notice to the CITY. c. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of this Agreement, Business Automobile Liability Insurance. The VENDOR shall maintain a minimum amount of$1,000,000 combined single limit for bodily injury and property damage liability to protect the VENDOR from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non-owned automobile, included rented automobiles, whether such operations be by the VENDOR or by anyone directly or indirectly employed by the VENDOR. d. Professional Liability (Errors and Omissions) Insurance: The VENDOR shall procure and maintain for the life of this Agreement in the minimum amount of $1,000,000 per occurrence. e. Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined appropriate by the CITY depending on the type of job and exposures contemplated. Coverage must follow the form of the General Liability, Auto Liability, and Employer's Liability. This coverage shall be maintained for a period of no less than the later of three (3) years after the delivery of goods/services or final payment pursuant to the Agreement. B. VENDOR shall provide the CITY with all Certificates of Insurance required under this section prior to beginning performance under this Agreement. Failure to maintain the required insurance will be considered a default of the Agreement. C. The CITY shall be named as an additional insured. The coverage shall contain no limitations on the scope of protection afforded to the CITY, its officers, officials,employees,or volunteers.A current valid insurance policy meeting the requirements herein identified shall be maintained during the duration of this Agreement, and shall be endorsed to state that coverage shall not be suspended, voided, or canceled by either party, reduced in coverage in limits except after thirty (30) calendar days prior written notice by either certified mail, return receipt requested, has been given to the CITY. D. The CITY reserves the right to reasonably require any additional insurance coverage or increased limits as determined necessary by the Risk Management Director. The CITY reserves the right to review, modify, reject, or accept any required policies of insurance, including limits, coverage, or endorsements throughout the term of the Agreement. 12. INDEPENDENT VENDOR/CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an independent vendor/contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither VENDOR nor any employee of VENDOR shall be entitled to any benefits accorded CITY employees by virtue of the services provided under this Agreement. The CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or for contributing RFQ CW24-001 General Engineering Consulting Services A-14 to the state industrial insurance program, otherwise assuming the duties of an employer with respect to VENDOR, or any employee of VENDOR. 13. COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the VENDOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the VENDOR any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 14. TRUTH-IN-NEGOTIATION CERTIFICATE. A. Execution of this Agreement by the VENDOR shall act as the execution of a truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement is accurate, complete, and current as of the date of the Agreement and no higher than those charged the VENDOR's most favored customer for the same or substantially similar service. B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non-current wage rates or due to inaccurate representations of fees paid to outside VENDORs. The CITY shall exercise its rights under this "Certificate"within one (1)year following payment. 15. SUBCONTRACTING. A. VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY B. The CITY reserves the right to accept the use of a sub-consultant or to reject the selection of a particular sub-consultant and to inspect all facilities of any sub-consultant in order to make a determination as to the capability of the sub-consultant to perform properly under this Agreement. If the VENDOR uses any sub-consultants on this project, the following provisions of this Article shall apply: C. If a sub-consultant fails to perform or make progress, as required by this Agreement, and it is necessary to replace the sub-consultant to complete the Services in a timely fashion, the VENDOR shall promptly do so, subject to acceptance of the new sub-consultant by the CITY. The substitution of a sub-consultant shall not be adequate cause to excuse a delay in the performance of any portion of this Agreement as set forth in the Scope of Work or applicable Task Order. D. The VENDOR, its sub-consultants, agents, servants, or employees agree to be bound by the terms and conditions of this Agreement and its agreement with any sub-consultant for work to be performed for the CITY the VENDOR must incorporate the terms of this Agreement. 16. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 17. ASSIGNMENT. The VENDOR shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY. 18. NON-WAIVER. A waiver by either CITY or VENDOR of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. 19. TERMINATION. RFQ CW24-001 General Engineering Consulting Services A-15 A. Termination for Convenience. This Agreement may be terminated by the CITY for convenience, upon fourteen (14) calendar days of written notice by the terminating party to the other party for such termination in which event the VENDOR shall be paid its compensation for services performed to the termination date, including services reasonably related to termination. In the event that the VENDOR abandons the Agreement or causes it to be terminated,the VENDOR shall indemnify the CITY against loss pertaining to this termination. B. Termination for Cause. In addition to all other remedies available to CITY, this Agreement shall be subject to cancellation by CITY for cause, should VENDOR neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by VENDOR of written notice of such neglect or failure. 20. DISPUTES. A. Any and all legal action necessary to enforce the terms of this Agreement shall be governed by the laws of the State of Florida. Any legal action arising from the terms of this Agreement shall be submitted to a court of competent jurisdiction exclusively located in Palm Beach County. B. Correction of Work. If, in the judgment of CITY, work provided by VENDOR does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, CITY reserves the right to require that VENDOR correct all deficiencies in the work to bring the work into conformance without additional cost to CITY, and/or replace any personnel who fail to perform in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-conformance and the quality of workmanship. C. Remedies in Default. In case of default by VENDOR, CITY shall notify VENDOR, in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct VENDOR to comply with all provisions of the Agreement. If the abandonment,delay, refusal,failure, neglect, or default is not cured within seven (7) calendar days of when notice was sent by CITY, CITY may declare a default of the Agreement and notify VENDOR of such declaration of default and terminate the Agreement. a. Upon such declaration of default, all payments remaining due VENDOR at the time of default, less all sums due CITY for damages suffered or expenses incurred by reason of default, shall be due and payable to VENDOR. b. CITY may complete the Agreement, or any part thereof, either by day labor, use of a subcontractor, or by re-letting a contract for the same, and procure the equipment and the facilities necessary for the completion of the Agreement, and charge the cost of same to VENDOR together with the costs incident thereto to such default. c. In the event CITY completes the Agreement at a lesser cost than would have been payable to VENDOR under this Agreement, if the same had been fulfilled by VENDOR, CITY shall retain such differences. Should such cost to CITY be greater, VENDOR shall pay the amount of such excess to the CITY. d. Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the Agreement at any time,whenever the service provided by VENDOR fails to meet reasonable standards of the trade after CITY gives written notice to the VENDOR of the deficiencies as set forth in the written notice within thirty(30) calendar days of the receipt by VENDOR of such notice from CITY. 21. UNCONTROLLABLE FORCES. 21.1 Neither the CITY nor VENDOR shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, RFQ CW24-001 General Engineering Consulting Services A-16 earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 21.2 Neither party shall, however, be excused from performance if non-performance is due to forces, which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. CITY PROVIDED INFORMATION AND SERVICES. 22.1 CITY shall furnish VENDOR available studies, reports,and other data pertinent to VENDOR'S services; obtain or authorize VENDOR to obtain or provide additional reports and data as required; furnish to VENDOR services of others required for the performance of VENDOR's Services hereunder, and VENDOR shall be entitled to use and rely upon all such information and services provided by CITY or others in performing VENDOR's Services under this Agreement. 23. ESTIMATES AND PROJECTIONS. 23.1 In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, VENDOR has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs; competitive bidding procedures and market conditions;time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, VENDOR makes no warranty that CITY's actual project costs, financial aspects, economic feasibility, or schedules will not vary from VENDOR's opinions, analyses, projections, or estimates. 24. THIRD PARTIES. 24.1 The services to be performed by VENDOR are intended solely for the benefit of CITY. No person or entity not a signatory to this Agreement shall be entitled to rely on VENDOR's performance of its services hereunder, and no right to assert a claim against VENDOR by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of VENDOR's services hereunder. 25. NOTICES. Notices to the CITY shall be sent to the following address: Daniel Dugger, City Manager City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, FL 33435 Telephone No. (561) 742-6000 Notices to VENDOR shall be sent to the following address: ATTN: Chris Zimmerman; Kim Zimmerman CPZ Architects, Inc. Address: 4316 W. Broward Blvd. Plantation, FL 33317 Phone: 954-792-8525 ; 954-792-8525 Email: chris(a�cpzarchitects.com ; cpzarchitects.com 26. INTEGRATED AGREEMENT. This Agreement, together with RFQ and any addenda and/or attachments, represents the entire and integrated Agreement between the CITY and the VENDOR and supersedes all RFQ CW24-001 General Engineering Consulting Services A-17 prior negotiations, representations, or agreements, written or oral. This Agreement may be amended only by written instrument signed by both CITY and VENDOR. 27. PUBLIC RECORDS.The CITY is a public agency subject to Chapter 119, Florida Statutes. The VENDOR shall comply with Florida's Public Records Law. Specifically, the VENDOR shall: A. Keep and maintain public records required by the CITY to perform the service; B. 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 Chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and, following completion of the Agreement, VENDOR shall maintain in a secured manner all copies of such confidential and exempt records remaining in its possession once the VENDOR transfers the records in its possession to the CITY; and D. Upon completion of the Agreement, VENDOR shall transfer to the CITY, at no cost to the CITY,all public records in VENDOR's possession.All records stored electronically by VENDOR 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 VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 TELEPHONE: 561-742-6060 CityClerk(a�bbfl.us 28. E-VERIFY. 28.1 VENDOR certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. Definitions for this Section: A. "Contractor, Vendor, Proposer, Consultant" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. B. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for a salary, wages, or other remuneration. C. "E-Verify system" means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. RFQ CW24-001 General Engineering Consulting Services A-18 28.1.2 Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E- Verify System in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: A. All persons employed by a Contractor to perform employment duties within Florida during the term of the Agreement; B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and C. By entering into this Agreement, the Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. 28.1.3 Contract Termination. If the City has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09 (1), Fla. Stat., the contract shall be terminated 29. SCRUTINIZED COMPANIES 287.135 and 215.473. By execution of this Agreement, VENDOR certifies that VENDOR is not participating in a boycott of Israel. VENDOR further certifies that VENDOR is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has VENDOR been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The CITY shall provide notice, in writing, to VENDOR of the CITY's determination concerning the false certification.VENDOR shall have five(5)calendar days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, VENDOR shall have ninety(90)calendar days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If VENDOR does not demonstrate that the CITY's determination of false certification was made in error then the CITY shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 30. SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign immunity by the CITY or as a waiver of limits of liability or rights the CITY may have under the doctrine of sovereign immunity or under Section 768.28, Florida Statutes. 31. CONFLICTS. If there is a conflict or inconsistency between any term, statement, requirement, or provision of this Agreement, Exhibits, any Task Order, VENDOR's Proposal, or other documents incorporated into this Agreement, such conflict shall be resolved pursuant to the following order of precedence (1) this Agreement, (2) any Task Order, (3)the RFQ, and (4)VENDOR's Proposal. 32. COMPLIANCE WITH STATE ENERGY POLICY AND CONSERVATION ACT. VENDOR shall comply with all mandatory standards and policies relating to energy efficiency contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Pub. L. 94-163, 89 Stat. 871). 33. DOMESTIC PREFERENCE FOR PROCUREMENTS. As appropriate and to the extent consistent with law, the VENDOR should,to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items RFQ CW24-001 General Engineering Consulting Services A-19 and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe;aggregates such as concrete;glass, including optical fiber; and lumber. 34. LICENSE AND DELIVERY OF WORKS SUBJECT TO COPYRIGHT AND DATA RIGHTS, If applicable,the VENDOR grants to CITY, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this Agreement, VENDOR will identify such data and grant to the CITY or acquire on its behalf a license of the same scope as for data first produced in the performance of this contract. Data,as used herein, shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this Agreement, VENDOR will deliver to the VENDOR data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this Agreement in formats acceptable by VENDOR. 35. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or any subcontractor will have access to an individual's personal identifying information under this Agreement. VENDOR represents and certifies: (i) VENDOR is not owned by the government of a foreign country of concern; (ii) the government of a foreign country of concern does not have a controlling interest in VENDOR; and (iii) VENDOR is not organized under the laws of and does not have its principal place of business in, a foreign country of concern. Prior to VENDOR and any subcontractor having access to personal identifying information pursuant to this Agreement, VENDOR and any subcontractor shall submit to City executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes. Compliance with the requirements of this section is included in the requirements of a proper invoice. Terms used in this section that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes. 36. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, VENDOR shall provide CITY with an affidavit attesting that the VENDOR does not use coercion for labor or services, in accordance with Section 787.06(13), Florida Statutes. 37. COUNTRIES OF CONCERN. VENDOR represents that it is, and for the duration of the Term will remain, in compliance with Section 286.101, Florida Statutes. 38. DULY LICENSED. VENDOR represents that it is duly licensed in Florida to perform the Services under this Agreement and that it will continue to maintain all licenses and approvals required to conduct its business. SIGNATURE PAGE FOLLOWS RFQ CW24-001 General Engineering Consulting Services A-20 "This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes." IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be considered an original on the following dates: DATED this /day of Ajaf , 20 . CITY OF BOYNTON BE H JAPPP ,, ZOZY C'Z A r.e.:.N 1-i ec-- ttie Ty Penserg rAlial— (Authorized Official Name), (Vendor) 6-14rzt s rL Z v t---tL{ZMAtJ Print Name of Authorized Official N Title t /j _ T ;) (Corporate Seal) . . OgOYNT A, , SEAF .� C- SEAL .'''s , .est/' thenticated: . I (INCORPORATED: # • #41 :,.. 1920 ' - It� • itn•ss FLORIDP, Prin'II:me < Approved as to Form: S klla/APa j, .>‘4 awna G. Lamb, Office of the City Attorney Atte- Aut -n - :d:i Maylee D• J s, City Clerk RFQ CW24-001 General Engineering Consulting Services A-21 EXHIBIT A Form of Task Order CITY OF BOYNTON BEACH General Engineering Consulting Services Task Order Task Order No. Consultant: 1. Task/Project. (Insert title and brief description) 2. Detailed Scope of Professional Services. A detailed scope of services under this Task Order, in accordance with the phases of service detailed in the Agreement, is attached as Exhibit 3. Deliverables and Schedule. For study/design related services: Consultant shall deliver to the City the deliverables specified at the time indicated on the attached Exhibit For project administration services: Consultant shall provide project/construction administration services in accordance with the Agreement and project schedule. 4. Compensation. The total estimated construction costs of the Project or the cost of the study or report for this Task Order may not exceed the amounts set forth in Section 287.055, Florida Statutes. The total Fee to be paid to the Consultant under this Task Order shall not exceed , based on the hourly rates currently in effect under the Agreement. A detailed fee schedule is attached as Exhibit The payment schedule (based on deliverables) is attached as Exhibit 5. Agreement Reference. This Task Order shall be performed under the terms and conditions described within the General Engineering Consulting Services Agreement, dated , 20 , by and between the City of Boynton Beach and ("Consultant"), Contract No. . 6. Insurance. Consultant shall maintain insurance coverages in accordance with the Agreement and hereby confirms that Certificate(s) of Insurance evidencing current policies meeting the requirements of the Agreement are on file with the City as of the date of this Task Order. 7. Exhibits. All attached Exhibits are incorporated fully into this Task Order and the Agreement. RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A 8. Notice to Proceed (Task Order Form and Purchase Order). ❑ If checked, Consultant's receipt of a fully-executed copy of this Task Order and Purchase Order(PO)shall serve as the Notice to Proceed under this Task Order, effective as of the date the fully-executed Task Order was emailed to the Consultant. ❑ If checked, Consultant shall commence Services under this Task Order as specified in a forthcoming Purchase Order (PO) and Notice to Proceed. CONSULTANT: CITY OF BOYNTON BEACH By: By: Daniel Dugger, City Manager Print Name: Date: , 20 Date: , 20_ City Attorney's Office Approved as to form and legality By: RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A EXHIBIT B Fee Schedule — CPZ Architects, Inc. PERSONNEL CLASSIFICATIONS HOURLY RATE Principal $285 VP Of Engineering $250 Engineering Manager $200 Project Manager $200 Senior Engineer $200 Process Engineer Sr. Electrical Engineer Electrical Engineer Process Control/Inst. Engineer Sr. Mechanical Engineer Mechanical Engineer Engineering Technician $120 Engineer Staff Engineer $150 Architect $150 Senior Architect $200 Landscape Architect $100 Environmental Specialist Inspector(Zoning&Landscape) Inspector(Transportation) Senior Landscape Architect $160 Senior Surveyor/Mapper Surveyor/Field Survey Chief $110 Designer $150 Senior Designer Urban Designer Chief Designer Hydrogeologist Principal Hydrogeologist Planning Technician GIS Specialist Structural Engineer $170 CADD/Technician $115 Architectural CADD/Technician $130 Planner Senior Planner Transportation Planner Transportation Planning Technician Public Relations Specialist Construction Inspector $130 Rate Analyst Senior Rate Analyst Grant Analyst Grant Specialist Clerical/Administrative $100 Reimbursable Expenses: Direct costs such as postage, prints,and delivery services will be billed at cost. Mark-up% Sub-Consultants Fee: RFQ CW24-001 General Engineering Consulting Services Fee Schedule Exhibit B ATTACHMENT "A" City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts,leases,and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured.This is done by providing a Certificate of Insurance listing the City as "Certificate Holder" and "The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+"or higher. (NOTE:An insurance contract or binder may be accepted as proof of insurance if a Certificate is provided upon selection of vendor.) Thefollowing is a list of types of insurance required of contractors, lessees, etc., and the limits required by the City: (NOTE:This list is not all inclusive, and the City reserves the right to require additional types of insurance, or to raise orlower the stated limits,based upon identified risk.) TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners & Contractor's Protective (OCP) Personal&Adv. Injury $ 1,000,000.00 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage (any one fire) $ 50,000.00 Broad Form Vendors Med. Expense (any one person) $ 5,000.00 Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability • Professional Liability Aggregate $ 1,000,000.00 Automobile Liability Combined Single Limit $1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease, Policy Limit $ 1,000,000.00 Disease Each Employe $ 1,000,000.00 Property: Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other-As Risk Identified to be determined • INSURANCE ADVISORY FORM RFQ CW24-001 General Engineering Consulting Services Insurance Advisory ATTACHMENT "B" /.T�Y OR '1 r I "'PON ov AFFIDAVIT OF COMPLIANCE WITH FOREIGN ENTITY LAWS The undersigned,on behalf of the entity listed below("Entity"), hereby attests under penalty of perjury as follows: 1. Entity is not owned by the government of a foreign country of concern as defined in Section 287.138, Florida Statutes. (Source: § 287.138(2)(a), Florida Statutes) 2 The government of a foreign country of concern does not have a controlling interest in Entity. (Source: §287.138(2)(b), Florida Statutes) 3. Entity is not organized under the laws of, and does not have a principal place of business in, a foreign country of concern. (Source: § 287.138(2)(c), Florida Statutes) 4. The undersigned is authorized to execute this affidavit on behalf of Entity. Date: O0 2O , 20 Signe. did I 'he Entity: C- 7 elf` 'rsf1N( Name: 0..(.. " PK • Title: it-GLO► !`r STATE OF viIDott COUNTY OF The foregoing ins ument was ack owledged before me by m^eqn.s of physical presence or D online notarization, thi day of AWL, , 202A C by 7A'11 zovontit,W. '. as V.ILeti for C4'2 I INC— , who iskersonally known to me or who has produced as identification. Notary Public ignature �, i State of Florida at Large (Seal) Print Name: I r�. `► •,�:� JOSEPH J.BURRY .4115. Notary Public State of Florida Comm# 92842 ~1910 Expires 2/14 2 2028 My commission expires: Affidavit of Compliance with Foreign Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Consulting Services Affidavit of Compliance with Foreign Entity Laws CA, rw \ 4 0 P -'torr "- AFFIDAVIT OF COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS In accordance with section 787.06 (13), Florida Statutes, the undersigned, on behalf of the entity listed below ("Entity"), hereby attests under penalty of perjury that: Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking." ," Date: . 14) , 20 2.44 Signed: /I .11110 Entity:CZ '►"`^^ '11Ne Name: . • ��� Title' 1,19‘ STATE OF /4 1-L COUNTY OF '" A .81 The foregoing instrument was acknowledged be ore me, by means of ❑ physical presence or onlin 'M � notarization, this Zp day of , by for 111,11 ( ►�L who is e,,so��nall�� kngyytl me or who has produced as idenation. Notary Public Signature: ► i,� State of Florida at Large(jiblemj,BARRy l r�LNS Print Name: i `.V..�( �� '*�� F ° Notary Public '} iiia ' State of Florida — Comm#HH492842 r>47:1 Expires 2/14/2028 My commission expires: Affidavit of Compliance with Anti-Human Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Services Affidavit of Compliance with Anti-Human Trafficking Laws Y OA, O V N -f �tOO GENERAL ENGINEERING CONSULTING SERVICES AGREEMENT This Agreement ("Agreement"), is entered into between the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as"CITY", and Colliers Engineering & Design, Inc.a New Jersey [type of entity: corporation] authorized to do business in the State of Florida, with a business address of 7284 W. Palmetto Park Rd., Ste 201-5, Boca Raton, FL 33433, hereinafter referred to as "VENDOR". In consideration of the mutual benefits,terms, and conditions hereinafter specified, the Parties agree as set forth below. WHEREAS, the CITY solicited proposals for a non-exclusive agreement to perform General Engineering Consulting Services, and WHEREAS, the CITY issued a Request for Qualification for General Engineering Consulting Services; and WHEREAS, RFQ No. CW24-001 defined Scope of Services for General Engineering Consulting Services; and WHEREAS, the CITY determined that VENDOR was qualified for appointment to perform the scope of services set forth in RFQ No. CW24-001; and WHEREAS, the CITY Commission on July 16, 2024, determined that VENDOR was qualified for appointment to perform the scope of services set forth in the Request For Qualifications RFQ No. CW24-001; and NOW,THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows: 1. SERVICES AND RESPONSIBILITIES. 1.1 VENDOR hereby agrees to perform the General Engineering Consulting Services, by way of individual Task Orders, at the request of the CITY during the term of this Agreement as more particularly described in the Request for Qualifications RFQ No. CW24-001 for General Engineering Consulting Services, which is incorporated herein by reference. The specific projects that may be assigned to the VENDOR are in conjunction with the specific Z box next to the Scope Category: EScope Category A Water Plant Modifications, Capacity and Operations Evaluation EScope Category B Infrastructure Improvements and Evaluations ❑Scope Category C Ancillary Studies and Services EScope Category D Transportation Services EScope Category E Architectural Services ❑Scope Category F Hydrogeological Services EScope Category G Green Infrastructure, Sustainability, and Resiliency Services ®Scope Category H Geotechnical Services ❑Scope Category J Civil Land Development Services ❑Scope Category K Recreation and Parks Services RFQ CW24-001 General Engineering Consulting Services A-1 1.2 The VENDOR agrees to perform work assigned by Task Order(s)(the"Services") under such terms as set forth in the Task Order(s). The Task Order Form is attached hereto as Exhibit A. The terms of the Task Order(s)shall be supplemental to the terms of this Agreement. 1.3 VENDOR shall furnish all services, labor, equipment, supplies, and materials necessary and as may be required in the performance of this Agreement, except as otherwise specifically provided for herein, and all Services performed under this Agreement shall be done in a professional manner. 1.4 VENDOR assumes professional and technical responsibility for performance of its services to be provided hereunder in accordance with recognized professional and ethical guidelines established by their profession. If within one year following completion of its services, such services fail to meet the aforesaid standards, and the CITY promptly advises VENDOR thereof in writing, VENDOR agrees to re-perform such deficient services without charge to the CITY. 1.5 The relationship between CITY and VENDOR created hereunder and the services to be provided by VENDOR pursuant to this Agreement are non-exclusive. CITY shall be free to pursue and engage similar relationships with other VENDORS to perform the same or similar services performed by VENDOR hereunder, so long as no other consultant shall be engaged to perform the specific project(s)assigned to VENDOR while VENDOR is so engaged without first terminating such assignment. VENDOR shall be free to pursue relationships with other parties to perform the same or similar services, whether or not such relationships are for services to be performed within the CITY, so long as no such relationship shall result in a conflict of interest, ethical or otherwise, with the CITY's interests in the services provided by VENDOR hereunder. 1.6 The VENDOR is responsible for defects in its work and in the work of its Sub consultants'. 1.7 PRELIMINARY SERVICES PHASE: The VENDOR shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The VENDOR shall attend meetings with the CITY Commission and CITY staff as may be required, and provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents. 1.7.1 During the preliminary services phase, the VENDOR shall advise the CITY, based on VENDOR'S professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project; VENDOR to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY'S needs for surveys; perform site evaluations and comparative studies of prospective site and solutions; and prepare and furnish a report to the City setting forth the VENDOR'S findings and recommendations. 1.7.2 Preliminary design services to be performed by the VENDOR shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 1.7.3 VENDOR shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed project; and/or 1.7.4 Upon authorization of the CITY, the VENDOR will provide advice and assistance relating to operation and maintenance of project or other systems;evaluate and report RFQ CW24-001 General Engineering Consulting Services A-2 on operations; assist the CITY in matters relating to regulatory agency operations review or operating permit non-compliance; assist with startup and operator training for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project. 1.8 BASIC SERVICES: The VENDOR shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY. 1.9 FINAL DESIGN SERVICES shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits, and landfill permits. 1.9.1 The VENDOR based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule, or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical, and electrical systems, and any other requirements or systems, materials and such other elements as may be appropriate for a complete project. The VENDOR shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1.9.2 The VENDOR based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY. The Construction Documents shall consist of drawings and specifications setting forth in detail the requirements for the construction of the project. 1.9.3 The VENDOR shall assist the CITY in the preparation of the necessary proposal information and forms. 1.9.4 The VENDOR shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1.9.5 The VENDOR shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1.9.6 VENDOR shall include in the Construction Documents a requirement that the construction contractor shall provide a final as-built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked-up construction drawings to the VENDOR so that the VENDOR can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1.9.7 Prior to final approval of the Construction Documents by the CITY,the VENDOR shall conduct a thorough review and quality control evaluation of the entire work product for compliance with the requirements of any local, state, or federal agency from which a permit or other approval is required. The VENDOR shall make sure that all necessary approvals have taken place. RFQ CW24-001 General Engineering Consulting Services A-3 1.9.8 Prior to each phased submittal, the VENDOR shall conduct a thorough quality control review and assessment of the work product to determine whether the work is properly coordinated and confirm that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The VENDOR shall provide to the CITY a Quality Assurance and Quality Control plan in a format that advises the CITY that all work has been performed as required. A report shall be submitted in accordance with those standards to apprise the CITY that due care has been taken in the preparation of the Contract Documents. 1.9.9 The VENDOR shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable. The VENDOR shall comply with all of its governing laws, rules, regulations, codes, directives, and other applicable federal, state, and local requirements in preparation of the work. 1.10 The VENDOR shall provide the construction documents, technical specifications, and drawings completed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 1.11 The VENDOR, following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost, shall, when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals and assist in preparing contracts for construction. 1.11.1 The VENDOR shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY'S Procurement Administrative Policy Manual. 1.11.2 Any Opinion of the Construction Cost prepared by VENDOR represents its judgment as a design professional and is supplied for the general guidance of the CITY. Since VENDOR has no control over market conditions, VENDOR does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to the CITY. If the project is not advertised for proposals within three (3) months after delivery of Final Design Plans,through no fault of the VENDOR or if either local market conditions or industry-wide prices have changed because of unusual or unanticipated events affecting the general level of prices or times of delivery in the construction industry, the established Construction Cost limit may be adjusted as determined by the CITY'S Representative and as approved by the CITY, if necessary. Additionally, if the CITY expands a project scope of work after the VENDOR renders the Final estimated probable Construction Cost of the Final Design Plans, the VENDOR shall not be responsible for any redesign without compensation, which shall be mutually agreed to by the parties hereto. 1.11.3 The VENDOR shall provide the CITY with a list of recommended prospective bidders. 1.11.4 The VENDOR shall attend all pre-proposal/per-bid conferences. 1.11.5 The VENDOR shall recommend any addenda, through the CITY'S representative as appropriate, to clarify, correct, or change proposal documents. 1.11.6 If Pre-Qualification of bidders is required as set forth in the Request for Proposals, Request for Qualifications or Invitation to Bid (two-step bid process), VENDOR shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.11.7 If requested, VENDOR shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY. 1.12 The CITY shall make decision on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the work after RFQ CW24-001 General Engineering Consulting Services A-4 receiving a recommendation from the VENDOR. The VENDOR shall check schedules, shop drawings and other submissions for the limited purpose of checking conformance with the concept of the project, and for compliance with the information given by the Construction Documents. The VENDOR shall also review change orders prepared and submitted by Contractor and review and make recommendations to the City for progress payments to the Contractor based on each project schedule of values and the percentage of work completed. The VENDOR will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the construction of the assigned task order projects. 1.12.1 The CITY shall maintain a record of all change orders, which shall be categorized to the various types, causes, etc. that may be determined useful and necessary for its purpose. 1.12.2 If the VENDOR is not the Construction Manager for the construction, the CITY shall notify the VENDOR within three (3) business days of the discovery of any architectural/engineering error or omission so that the VENDOR can be part of the negotiations resolving the claim between the CITY and the Contractor. 1.13 The VENDOR shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination, when the schedule of values is found to be appropriate, the VENDOR shall sign the schedule of values indicated in the belief that the schedule of values constitutes a reasonable, balanced basis for payment of the Application for Payment to the Contractor. 1.14 The VENDOR shall perform on-site construction observation of each project based on the Construction Documents in accordance with paragraph 1.19 "Resident Project Services" of this Agreement. The VENDOR observation shall determine the progress of the work completed, and whether the work is proceeding in a manner indicating that the work when fully competed will be in accordance with the Construction Documents. On the basis of site visits, the VENDOR will provide the CITY with a written report of each site visit in order to reasonably inform the CITY of the progress of the portion of the work completed. The VENDOR shall endeavor to identify for the CITY any defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. The VENDOR shall not have control over or charge of, or responsibility for the construction means, methods, techniques, sequences or procedures. or for safety precautions and programs in connection with the work, nor shall the VENDOR be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The VENDOR shall not have control over or charge of, and shall not be responsible for,acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. Based on such observation and the Contractor's Application for Payment, the VENDOR shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated. By issuing a Certificate of Payment, the VENDOR will also represent to the CITY that to the best of its information and belief, based on what its observation has revealed, the work is in accordance with the Construction Documents. The VENDOR shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1.15 The VENDOR shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings, and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY'S version of AutoCad formats for archival purposes. RFQ CW24-001 General Engineering Consulting Services A-5 1.16 The VENDOR shall attend regularly scheduled progress meetings on site bi-monthly or as otherwise determined based on a specific need established prior to construction by the CITY. 1.17 The VENDOR shall review change orders prepared and submitted by the Contractor for the CITY'S approval. VENDOR shall not authorize any changes in the work or time, no matter how minor, without prior written approval by the CITY. 1.18 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by VENDOR,which shall be timely completed by Contractor to the satisfaction of the CITY, written notification to Contractor by VENDOR that all releases of liens are satisfied, and written recommendation by VENDOR for final payment to the Contractor which shall be at the sole discretion of the CITY. 1.19 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the VENDOR will, if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ("Resident Project Representative") of the VENDOR. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project Representative will endeavor to identify for the CITY any defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but are not limited to the following: a. Conducting all pre-construction conferences; b. Conducting all necessary construction progress meetings; c. Observation of the work in progress to the extent authorized by the CITY; d. Receipt, review coordination, and disbursement of shop drawings and other submittals; e. Maintenance and preparation of progress reports; f. Field observation and verification of quantities of equipment and materials installed; g. Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; h. Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project-related documents, and at the completion of each project, deliver all such records to the CITY; i. Preparation, update, and distribution of a project budget with each project schedule; j. Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; k. Scheduling and conducting monthly progress meetings at which CITY, Engineer, general contractor, trade contractor, utilities representatives, and suppliers can jointly discuss such matters as procedures, progress, problems, and scheduling. I. Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and/or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; m. Development and implementation of a system for the preparation, review, and processing of change orders; n. Maintenance of a daily log of each project; o. Recording the progress of each project, and submission of written monthly progress reports to the CITY, including information on the Contractors'work and the percentage of completion; p. Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; and q. Securing and transmitting to the CITY, required guarantees; affidavits; releases; key manuals; record drawings; and maintenance stocks; The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the VENDOR or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided, however, that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the VENDOR. The Resident Project Representative shall not have control over or charge of, or responsibility for the construction means, methods, RFQ CW24-001 General Engineering Consulting Services A-6 techniques, sequences, or procedures, or for safety precautions and programs in connection with the work, nor shall the Resident Project Representative be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The Resident Project Representative shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the work. Although VENDOR shall not be responsible for health or safety programs or precautions related to CITY"s activities or those of CITY's other contractors and consultants or their respective subcontractors and vendors ("Contractors"), VENDOR shall nonetheless report to the Resident Project Representative health and safety conditions or deficiencies observed by VENDOR'S employees or representatives. VENDOR shall not be responsible for CITY's pre- existing site conditions or the aggravation of those preexisting site conditions to the extent not caused by the negligence or willful misconduct of VENDOR. VENDOR shall not be responsible for inspecting, observing, or correcting health or safety conditions or deficiencies of CITY, Contractors, or others at the project site ("Project Site") other than for VENDOR's employees, sub-consultants, and vendors. 1.20 ADDITIONAL SERVICES 1.20.1 When additional services are necessary, they shall be specified in the written Task Order. Examples of additional non-exclusive services are: a. Preparation of applications and supporting documents for private or governmental grants, loans, or advances in connection with any particular project. b. Services to make measured drawings of or to investigate existing conditions or facilities or to verify the accuracy of drawings or other information furnished by or to the CITY. c. Services resulting from significant changes in the general scope, extent, or character of any particular project or its design, including but not limited to changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the VENDOR'S control. d. Providing renderings or models for the CITY's use. e. Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out-of-sequence work. f. Investigations and studies involving but not limited to, detailed considerations of operations, maintenance, and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies; cash flow and economic evaluations, rate schedules, and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY. g. Assistance in connection with Proposal/proposal protests, re-bidding or re- negotiating contracts for construction, materials, equipment, or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the VENDOR (e.g. defective plans and/or specifications which inhibit contractors from submitting proposals) in which event there shall be no additional cost for the provision of such services. h. Preparing to serve or serving as a VENDOR or witness for the CITY in any litigation, arbitration, or other legal or administrative proceeding. RFQ CW24-001 General Engineering Consulting Services A-7 i. Additional services in connection with a project not otherwise provided for in this Agreement. j. Services in connection with a field order or change order requested by the CITY. k. Providing artwork, models, or renderings as requested by the CITY. 1.21 When required by the Construction Contract documents in circumstances beyond the VENDOR'S control, and upon the CITY'S authorization, it will furnish the following additional services. a. Services in connection with work changes necessitated by unforeseen conditions encountered during construction. b. Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the VENDOR. c. Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3)acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the VENDOR or if the VENDOR fails to notify the Contractor of the deficient quality of their workmanship pursuant to VENDOR'S duties as described in the Contract Documents, the VENDOR's additional services shall be deemed part of Basic Services and compensated as such. d. Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. e. Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and/or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. f. Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the VENDOR in which case such services shall be deemed Basic Services. Except when caused by a design error by the VENDOR, the cost of such services shall be borne by the Contractor,and this requirement shall be included in the construction contract. 1.22 CITY'S RESPONSIBILITIES 1.22.1 The CITY shall do the following in a timely manner so as not to delay the services of the VENDOR: 1.22.2 Designate in writing a person or persons to act as the CITY's representative with respect to the services to be rendered under this Agreement. Such person(s) shall have complete authority to transmit instructions and receive information with respect to the VENDOR'S services for a particular project. The CITY may have multiple CITY Representative(s) or project managers during the performance of this Agreement based on the specific Task Orders from each of the Scope Categories. 1.22.3 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. RFQ CW24-001 General Engineering Consulting Services A-8 1.22.4 Assist the VENDOR by providing, at the VENDOR's request, all available information pertinent to the Project, including previous reports and any other data relative to the design or construction of the project. 1.22.5 Furnish to the VENDOR, if required for the performance of VENDOR's services (except where otherwise furnished by the VENDOR as Additional Services), the following: 1.22.6 Data prepared by, or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests, and inspection of samples, materials, and equipment; 1.22.6.1 Appropriate professional interpretations of all of the foregoing; 1.22.6.2 Environmental assessment and impact statements; 1.22.6.3 Property, boundary, easement, right-of-way, topographic and utility surveys; 1.22.6.4 Property descriptions; 1.22.6.5 Zoning, deed, and other land use restrictions; 1.22.6.6 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the VENDOR; and 1.22.6.7 Arrange for access to make all provisions for the VENDOR to enter upon the CITY's property as required for the VENDOR to perform services under this Agreement. 1.22.6.8 Consistent with the professional standard of care and unless otherwise specifically provided herein, VENDOR shall be entitled to rely upon the accuracy of data and information provided by the CITY or others without independent review or evaluation. 1.23 SEQUENCE OF EVENTS 1.23.1 Following receipt of any Task Order, the VENDOR shall submit to the CITY, at least five (5) business days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations. 1.23.2 Task Orders will be issued to the VENDOR in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non-performance by VENDOR pursuant to this Agreement. 1.23.3 In accordance with the CITY's Purchasing Policy Manual, proposals received by the VENDOR as a result of a Task Order that exceeds the Procurement threshold amount, will require approval from CITY Commission before the execution of services. 1.23.4 When the CITY issues Task Orders to the VENDOR, each authorization shall contain a stated completion schedule. If caused by the negligent errors or omissions of VENDOR, failure of the VENDOR to meet the stated schedule shall constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. 1.23.5 It is anticipated and intended that the VENDOR will be authorized to begin new Task Order(s) on a "rolling" basis, as some already assigned Task Orders near timely RFQ CW24-001 General Engineering Consulting Services A-9 completion. If a subsequent Task Order is issued to the VENDOR before it has completed the current Task Order, the completion date for each Task Order will remain independent of each other so that the VENDOR will prioritize the uncompleted Task Order from the first Task Order and finish as soon as practical. Failure to complete the"older"Task Orders in a timely manner may adversely impact continued early authorization to start subsequent work. 1.23.6 When the VENDOR has exceeded the stated completion date, including any extension for extenuating circumstances, which may have been granted, a written notice of Default will be issued within seven (7) calendar days of the date that the default became active with a requirement of seven (7) calendar days to cure said default, to the VENDOR and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured. 1.23.7 Should the VENDOR exceed the assigned completion time, the CITY reserves the right not to issue to the VENDOR any further Task Order(s) until such time as it is no longer in default and the VENDOR has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent Task Orders. This restricted issuance provision may result in the VENDOR not being issued all of the planned work the CITY anticipated in this Agreement. The VENDOR shall have no right to the balance of any work or to any compensation associated with these non-issued Task Orders due to the VENDOR being rendered in default. 1.23.8 Should the VENDOR remain in default for a period of fifteen(15)consecutive calendar days beyond the time frame provided in Paragraph 1.23.6, the CITY may at its sole option retain another VENDOR to perform any Services arising out of this Agreement and/or terminate this Agreement. 1.24 DEFINITION OF DEFAULT 1.24.1 An event of default shall mean a material breach of this Agreement. Without limiting the generality of the foregoing and in addition to those instances referred to as a material breach, an event of default shall include the following: a. VENDOR has not performed services on a timely basis due to VENDOR's negligent errors or omissions; b. VENDOR has refused or failed to supply enough properly skilled personnel; c. VENDOR has failed to make prompt payments to VENDOR's sub-consultants or suppliers for any services after receiving payment from the CITY for such services or supplies; d. VENDOR has failed to obtain the approval of the CITY where required by this Agreement; e. VENDOR has refused or failed to provide the services as defined in this Agreement; f. VENDOR has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety (90)calendar days of such date; g. CITY has failed to make payments to VENDOR in accordance with the requirements of this Agreement; 1.24.2 In the event of Default, the VENDOR shall be liable for all damages resulting from the Default including: a. The difference between the amount that has been paid to the VENDOR and the amount required to complete the VENDOR's Services, provided the fees by the firm replacing the VENDOR are reasonable and the hourly rates do not exceed the VENDOR'S rates. This amount shall also include procurement and administrative costs incurred by the CITY. b. In the event of default by the City, VENDOR may suspend the Services pending receipt of such payment. RFQ CW24-001 General Engineering Consulting Services A-10 1.24.3. The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. 1.25 VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY. 1.26 The CITY's Representative during the performance of this Agreement shall be Keith Webber, or Designee. 1.27 The VENDOR's Representative during the performance of the Agreement shall be Pavel Drachev(pavel.drachev@collierseng.com). 2. TERM. The initial Agreement period shall be for an initial term of two (2) years, commencing on 11/19/2024, and shall remain in effect through 11/18/2026. The City reserves the right to automatically renew the Agreement for two (2) two-year renewals subject to termination clause(s) as provided herein. The City requires firm fixed rates for the initial agreement term. Either party must give a sixty (60) calendar day(s) written notice prior to the Agreement anniversary date of the intent to not renew for the renewal term. The initial term and any exercised renewal terms are collectively referred to as the "Term." Automatic renewal terms will be based on the same terms, conditions, pricing, specifications, and services herein. The VENDOR understands and acknowledges that all services to be performed will be governed by this Agreement and that there is no guarantee of any assignment, minimum amount of professional services, compensation, or future work being given to the VENDOR. 3. Limited Term Extension: The CITY may, at its sole discretion and without further City Commission action, extend the term of this Agreement for an additional one-hundred and eighty (180) calendar days (the "limited term extension") by filing a written notice signed by the Vendor and the City's Purchasing Department. At no time shall this limited term extension extend more than one-hundred eighty (180) calendar days beyond the expiration date of this Agreement without further City Commission approval. The VENDOR will be reimbursed for these services at the rate in effect when this limited term extension clause was invoked by the CITY. 4. TIME OF PERFORMANCE/METHOD OF ORDERING SERVICES. 4.1. Services under this Agreement shall commence upon the CITY's written notice to the VENDOR through an executed Task Order. The VENDOR shall perform all Services and provide all work products required pursuant to this Agreement and the specific Task Order by the sequence of events, or unless the CITY grants an extension of time in writing. 4.2. Limitations. No Task Order issued under this Agreement will be valid if the estimated construction cost of the specific project or the study activity fee exceeds the amounts set forth in Section 287.055, Florida Statutes. 4.3. VENDOR shall complete each Task Order executed during the Term without regard to whether such completion would cause Services to be performed after the expiration date of this Agreement. Any Task Order for which performance extends beyond the Term may be amended after that expiration date, provided that any additional Services, time, and compensation are permitted under this Agreement. The terms and conditions of this Agreement shall continue to govern Task Orders notwithstanding the expiration of this Agreement. 5. PAYMENT. The VENDOR shall be paid by the CITY for completed work and for Services rendered as follows: a. Payment for the Services provided by VENDOR shall be made in accordance with the Fee Schedule as provided in Exhibit B attached hereto. RFQ CW24-001 General Engineering Consulting Services A-11 b. Payment as provided in this section by the CITY shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment, and incidentals necessary to complete the Services. c. Compensation for vendor's sub-consultants will be negotiated based on each Task Order. Compensation will be through a direct mark-up in accordance with the Fee Schedule attached hereto. Sub-consulting services shall be approved by the City's representative in writing prior to performance of the sub-consulting work. Consulting time for processing and management of the VENDOR's sub-consultant shall not be included in direct cost as the direct mark-up is applied for management efforts. d. The VENDOR may submit invoices to the CITY once per month during the progress of the Srevices for partial payment. Such invoices will be checked by the CITY, and upon approval thereof, payment will be made to the VENDOR in the amount approved. e. In certain cases where incremental billing for partially completed Services is permitted by the CITY's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f. Computation of Time Charges/Not-to-Exceed Method of Payment: When a service is to be compensated based on time charge/not-to-exceed method, the VENDOR shall submit a not- to-exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates, which shall not exceed the established hourly rates set forth in the Fee Schedule, plus any sub-consultant services and other related costs supporting the proposed Services. The CITY shall not be obligated to reimburse the VENDOR for costs incurred in excess of the total not-to-exceed cost amount. g. Final payment of any balance due to the VENDOR of the total Task Order price earned will be made promptly upon its ascertainment and verification by the CITY after the completion of the Services under this Agreement and its acceptance by the CITY. h. Final Invoice: In order for both parties herein to close their books and records, the VENDOR will clearly state"Final Invoice"on the VENDOR's final/last billing to the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, any other further charges, if not properly included on this invoice, are considered waived by the VENDOR. i. The VENDOR's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the CITY and State for a period of five (5) years after the termination of the Agreement. Copies shall be made available upon request. j. Hourly rates shall remain fixed and firm for the initial two (2) year period of this Agreement. Cost of subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes as determined by the City, have occurred in the industry, such increases shall not exceed 5% per year, or whichever is less, the latest yearly percentage increase in the All Urban Consumer Price Index (CPI-U) (National) as published by the Bureau of Labor Statistics, U.S. Department of Labor. The yearly increase or decrease in the CPI shall be based on the latest index published and available ninety (90) calendar days prior to the end of the Agreement year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) calendar days prior to the Agreement anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of this Agreement. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the VENDOR, a reasonable reduction in costs that reflect such changes in the industry. All rate increases above 2% must be approved by the City Commission on the recommendation of the Director of Financial Services. k. The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the CITY does not wish to accept the adjusted costs and the matter RFQ CW24-001 General Engineering Consulting Services A-12 cannot be resolved to the satisfaction of the CITY, the Agreement may be canceled by the CITY upon giving thirty (30)calendar days' written notice to the VENDOR. I. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes. 6. OWNERSHIP AND USE OF DOCUMENTS. Upon completion of any project / Task Order and final payment to VENDOR, all documents, drawings, specifications, and other materials produced by the VENDOR in connection with the services rendered under this Agreement shall be the property of the CITY whether the project for which they are made is executed or not. Notwithstanding the foregoing, the VENDOR shall maintain the rights to reuse standard details and other design copies, including reproducible copies, of drawings and specifications for information, reference, and use in connection with VENDOR's endeavors. Any use of the documents for purposes other than as originally intended by this Agreement, without the written consent of VENDOR, shall be at the CITY's sole risk and without liability to VENDOR and VENDOR's sub-consultants. 7. FUNDING.This Agreement shall remain in full force and effect only as long as the expenditures provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 8. WARRANTIES AND REPRESENTATIONS. VENDOR represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this Agreement and that it will retain and assign qualified professionals to all assigned projects during the term of this Agreement. VENDOR's Services shall meet or exceed the standard of care and skill ordinarily used by members of VENDOR's profession practicing under similar circumstances. In submitting its response to the RFQ, VENDOR has represented to CITY that certain individuals employed by VENDOR shall provide services to CITY pursuant to this Agreement. CITY has relied upon such representations. Therefore,VENDOR shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 9. COMPLIANCE WITH LAWS. VENDOR shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances, and regulations that are applicable to the services to be rendered under this Agreement. 10. INDEMNIFICATION. The VENDOR shall indemnify and hold harmless CITY and its current, past, and future officers and employees from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys'fees,to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of VENDOR or other persons employed or utilized by VENDOR in the performance of this Agreement. Neither party to this Agreement shall be liable to any third party claiming directly of through the other respective party, for any special, incidental, indirect, or consequential damages of any kind, including but not limited to lost profits or use that may result from this Agreement or out of the services or goods furnished hereunder. B. The parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or§768.28, Fla. Stat., as may be amended from time to time. PURSUANT TO FLORIDA STATUTE, NO INDIVIDUAL DESIGN PROFESSIONAL EMPLOYED BY OR ACTING AS AN AGENT OF VENDOR MAY BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM THE NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF THIS AGREEMENT 11. INSURANCE. A. During the performance of the services under this Agreement, VENDOR shall maintain the following insurance policies, and provide originals or certified copies of all policies to CITY's Risk Management RFQ CW24-001 General Engineering Consulting Services A-13 Director. All policies shall be written by an insurance company authorized to do business in Florida. VENDOR shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any service pursuant to this Agreement: a. Worker's Compensation Insurance: The VENDOR shall procure and maintain for the life of this Agreement, Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any subcontractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton Beach, executed by the insurance company. b. Comprehensive General Liability: The VENDOR shall procure and maintain for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations; Independent consultants, Products-Completed Operations, and Contractual Liability with specific reference to Article 7, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury, or property damage that could arise directly or indirectly from the performance of this Agreement.VENDOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/and $1,000.000 per occurrence/aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty(30)calendar days prior written notice to the CITY. c. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of this Agreement, Business Automobile Liability Insurance. The VENDOR shall maintain a minimum amount of$1,000,000 combined single limit for bodily injury and property damage liability to protect the VENDOR from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non-owned automobile, included rented automobiles, whether such operations be by the VENDOR or by anyone directly or indirectly employed by the VENDOR. d. Professional Liability (Errors and Omissions) Insurance: The VENDOR shall procure and maintain for the life of this Agreement in the minimum amount of $1,000,000 per occurrence. e. Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined appropriate by the CITY depending on the type of job and exposures contemplated. Coverage must follow the form of the General Liability, Auto Liability, and Employer's Liability. This coverage shall be maintained for a period of no less than the later of three (3) years after the delivery of goods/services or final payment pursuant to the Agreement. B. VENDOR shall provide the CITY with all Certificates of Insurance required under this section prior to beginning performance under this Agreement. Failure to maintain the required insurance will be considered a default of the Agreement. C. The CITY shall be named as an additional insured. The coverage shall contain no limitations on the scope of protection afforded to the CITY, its officers, officials, employees, or volunteers.A current valid insurance policy meeting the requirements herein identified shall be maintained during the duration of this Agreement, and shall be endorsed to state that coverage shall not be suspended, voided, or canceled by either party, reduced in coverage in limits except after thirty (30) calendar days prior written notice by either certified mail, return receipt requested, has been given to the CITY. D. The CITY reserves the right to reasonably require any additional insurance coverage or increased limits as determined necessary by the Risk Management Director. The CITY reserves the right to review, modify, reject, or accept any required policies of insurance, including limits, coverage, or endorsements throughout the term of the Agreement. RFQ CW24-001 General Engineering Consulting Services A-14 12. INDEPENDENT VENDOR/CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an independent vendor/contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither VENDOR nor any employee of VENDOR shall be entitled to any benefits accorded CITY employees by virtue of the services provided under this Agreement. The CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to VENDOR, or any employee of VENDOR. 13. COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the VENDOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the VENDOR any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 14. TRUTH-IN-NEGOTIATION CERTIFICATE. A. Execution of this Agreement by the VENDOR shall act as the execution of a truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement is accurate, complete, and current as of the date of the Agreement and no higher than those charged the VENDOR's most favored customer for the same or substantially similar service. B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non-current wage rates or due to inaccurate representations of fees paid to outside VENDORs. The CITY shall exercise its rights under this "Certificate"within one (1)year following payment. 15. SUBCONTRACTING. A. VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY B. The CITY reserves the right to accept the use of a sub-consultant or to reject the selection of a particular sub-consultant and to inspect all facilities of any sub-consultant in order to make a determination as to the capability of the sub-consultant to perform properly under this Agreement. If the VENDOR uses any sub-consultants on this project, the following provisions of this Article shall apply: C. If a sub-consultant fails to perform or make progress, as required by this Agreement, and it is necessary to replace the sub-consultant to complete the Services in a timely fashion, the VENDOR shall promptly do so, subject to acceptance of the new sub-consultant by the CITY. The substitution of a sub-consultant shall not be adequate cause to excuse a delay in the performance of any portion of this Agreement as set forth in the Scope of Work or applicable Task Order. D. The VENDOR, its sub-consultants, agents, servants, or employees agree to be bound by the terms and conditions of this Agreement and its agreement with any sub-consultant for work to be performed for the CITY the VENDOR must incorporate the terms of this Agreement. 16. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 17. ASSIGNMENT. The VENDOR shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY. 18. NON-WAIVER.A waiver by either CITY or VENDOR of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or RFQ CW24-001 General Engineering Consulting Services A-15 acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. 19. TERMINATION. A. Termination for Convenience. This Agreement may be terminated by the CITY for convenience, upon fourteen (14) calendar days of written notice by the terminating party to the other party for such termination in which event the VENDOR shall be paid its compensation for services performed to the termination date, including services reasonably related to termination. In the event that the VENDOR abandons the Agreement or causes it to be terminated,the VENDOR shall indemnify the CITY against loss pertaining to this termination. B. Termination for Cause. In addition to all other remedies available to CITY, this Agreement shall be subject to cancellation by CITY for cause, should VENDOR neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by VENDOR of written notice of such neglect or failure. 20. DISPUTES. A. Any and all legal action necessary to enforce the terms of this Agreement shall be governed by the laws of the State of Florida. Any legal action arising from the terms of this Agreement shall be submitted to a court of competent jurisdiction exclusively located in Palm Beach County. B. Correction of Work. If, in the judgment of CITY, work provided by VENDOR does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, CITY reserves the right to require that VENDOR correct all deficiencies in the work to bring the work into conformance without additional cost to CITY, and/or replace any personnel who fail to perform in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-conformance and the quality of workmanship. C. Remedies in Default. In case of default by VENDOR, CITY shall notify VENDOR, in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct VENDOR to comply with all provisions of the Agreement. If the abandonment, delay, refusal,failure, neglect,or default is not cured within seven (7) calendar days of when notice was sent by CITY, CITY may declare a default of the Agreement and notify VENDOR of such declaration of default and terminate the Agreement. a. Upon such declaration of default, all payments remaining due VENDOR at the time of default, less all sums due CITY for damages suffered or expenses incurred by reason of default, shall be due and payable to VENDOR. b. CITY may complete the Agreement, or any part thereof, either by day labor, use of a subcontractor, or by re-letting a contract for the same, and procure the equipment and the facilities necessary for the completion of the Agreement, and charge the cost of same to VENDOR together with the costs incident thereto to such default. c. In the event CITY completes the Agreement at a lesser cost than would have been payable to VENDOR under this Agreement, if the same had been fulfilled by VENDOR, CITY shall retain such differences. Should such cost to CITY be greater, VENDOR shall pay the amount of such excess to the CITY. d. Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the Agreement at any time,whenever the service provided by VENDOR fails to meet reasonable standards of the trade after CITY gives written notice to the VENDOR of the deficiencies as set forth in the written notice within thirty(30) calendar days of the receipt by VENDOR of such notice from CITY. 21. UNCONTROLLABLE FORCES. 21.1 Neither the CITY nor VENDOR shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the RFQ CW24-001 General Engineering Consulting Services A-16 exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 21.2 Neither party shall, however, be excused from performance if non-performance is due to forces, which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. CITY PROVIDED INFORMATION AND SERVICES. 22.1 CITY shall furnish VENDOR available studies, reports,and other data pertinent to VENDOR'S services; obtain or authorize VENDOR to obtain or provide additional reports and data as required; furnish to VENDOR services of others required for the performance of VENDOR's Services hereunder, and VENDOR shall be entitled to use and rely upon all such information and services provided by CITY or others in performing VENDOR's Services under this Agreement. 23. ESTIMATES AND PROJECTIONS. 23.1 In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, VENDOR has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs;competitive bidding procedures and market conditions;time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, VENDOR makes no warranty that CITY's actual project costs, financial aspects, economic feasibility, or schedules will not vary from VENDOR's opinions, analyses, projections, or estimates. 24. THIRD PARTIES. 24.1 The services to be performed by VENDOR are intended solely for the benefit of CITY. No person or entity not a signatory to this Agreement shall be entitled to rely on VENDOR's performance of its services hereunder, and no right to assert a claim against VENDOR by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of VENDOR's services hereunder. 25. NOTICES. Notices to the CITY shall be sent to the following address: Daniel Dugger, City Manager City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, FL 33435 Telephone No. (561) 742-6000 Notices to VENDOR shall be sent to the following address: ATTN: Pavel Drachev Colliers Engineering & Design _ Address: 7284 W. Palmetto Park Road Suite 201-S Boca Raton, FL 33433 Phone: 877-627-3772 Email: pavel.drachev@collierseng.com RFQ CW24-001 General Engineering Consulting Services A-17 26. INTEGRATED AGREEMENT. This Agreement, together with RFQ and any addenda and/or attachments, represents the entire and integrated Agreement between the CITY and the VENDOR and supersedes all prior negotiations, representations, or agreements, written or oral. This Agreement may be amended only by written instrument signed by both CITY and VENDOR. 27. PUBLIC RECORDS.The CITY is a public agency subject to Chapter 119, Florida Statutes. The VENDOR shall comply with Florida's Public Records Law. Specifically, the VENDOR shall: A. Keep and maintain public records required by the CITY to perform the service; B. 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 Chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and, following completion of the Agreement, VENDOR shall maintain in a secured manner all copies of such confidential and exempt records remaining in its possession once the VENDOR transfers the records in its possession to the CITY; and D. Upon completion of the Agreement, VENDOR shall transfer to the CITY, at no cost to the CITY,all public records in VENDOR's possession.All records stored electronically by VENDOR 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 VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 TELEPHONE: 561-742-6060 CityClerkAbbfl.us 28. E-VERIFY. 28.1 VENDOR certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. Definitions for this Section: A. "Contractor, Vendor, Proposer, Consultant" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. B. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for a salary, wages, or other remuneration. RFQ CW24-001 General Engineering Consulting Services A-18 C. "E-Verify system" means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. 28.1.2 Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E- Verify System in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: A. All persons employed by a Contractor to perform employment duties within Florida during the term of the Agreement; B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and C. By entering into this Agreement, the Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. 28.1.3 Contract Termination. If the City has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09 (1), Fla. Stat., the contract shall be terminated 29. SCRUTINIZED COMPANIES 287.135 and 215.473. By execution of this Agreement, VENDOR certifies that VENDOR is not participating in a boycott of Israel. VENDOR further certifies that VENDOR is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has VENDOR been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The CITY shall provide notice, in writing, to VENDOR of the CITY's determination concerning the false certification.VENDOR shall have five(5)calendar days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, VENDOR shall have ninety(90)calendar days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If VENDOR does not demonstrate that the CITY's determination of false certification was made in error then the CITY shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 30. SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign immunity by the CITY or as a waiver of limits of liability or rights the CITY may have under the doctrine of sovereign immunity or under Section 768.28, Florida Statutes. 31. CONFLICTS. If there is a conflict or inconsistency between any term, statement, requirement, or provision of this Agreement, Exhibits, any Task Order, VENDOR's Proposal, or other documents incorporated into this Agreement, such conflict shall be resolved pursuant to the following order of precedence (1) this Agreement, (2)any Task Order, (3)the RFQ, and (4)VENDOR's Proposal. 32. COMPLIANCE WITH STATE ENERGY POLICY AND CONSERVATION ACT. VENDOR shall comply with all mandatory standards and policies relating to energy efficiency contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Pub. L. 94-163, 89 Stat. 871). 33. DOMESTIC PREFERENCE FOR PROCUREMENTS. As appropriate and to the extent consistent with law, the VENDOR should,to the greatest extent practicable, provide a preference for the purchase,acquisition, or RFQ CW24-001 General Engineering Consulting Services A-19 use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete;glass, including optical fiber; and lumber. 34. LICENSE AND DELIVERY OF WORKS SUBJECT TO COPYRIGHT AND DATA RIGHTS. If applicable,the VENDOR grants to CITY, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this Agreement, VENDOR will identify such data and grant to the CITY or acquire on its behalf a license of the same scope as for data first produced in the performance of this contract. Data, as used herein, shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this Agreement, VENDOR will deliver to the VENDOR data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this Agreement in formats acceptable by VENDOR. 35. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or any subcontractor will have access to an individual's personal identifying information under this Agreement. VENDOR represents and certifies: (i) VENDOR is not owned by the government of a foreign country of concern; (ii) the government of a foreign country of concern does not have a controlling interest in VENDOR; and (iii) VENDOR is not organized under the laws of and does not have its principal place of business in, a foreign country of concern. Prior to VENDOR and any subcontractor having access to personal identifying information pursuant to this Agreement, VENDOR and any subcontractor shall submit to City executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes. Compliance with the requirements of this section is included in the requirements of a proper invoice. Terms used in this section that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes. 36. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, VENDOR shall provide CITY with an affidavit attesting that the VENDOR does not use coercion for labor or services, in accordance with Section 787.06(13), Florida Statutes. 37. COUNTRIES OF CONCERN. VENDOR represents that it is, and for the duration of the Term will remain, in compliance with Section 286.101, Florida Statutes. 38. DULY LICENSED. VENDOR represents that it is duly licensed in Florida to perform the Services under this Agreement and that it will continue to maintain all licenses and approvals required to conduct its business. SIGNATURE PAGE FOLLOWS RFQ CW24-001 General Engineering Consulting Services A-20 "This Agreement will take effect once signed by both parties.This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes." IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be considered an original on the following dates: DATED this // ay of kkNer1) b5,11 . 20 c ) CITY OF BOYNTON :EACH .- ,t` / K1- 4,o. ii ;4/ ty Colliiers(Engineering& 0e-sign Ty Pe• _•-r-, ayor (Authorized Official Name), (Vendor) Michael Ehrhart, PSM Print Name of Authorized Official Principal Associate ``�11g1N11N11p��/ Title \`�����exAINQ , \ •.......•.• 2 J 2' DAPOR4/.. „ov N Ta - • : o f p . RPOR'TN�F11 (Corpora a7' 1985 ' Z ..!. • .. • C i .o 'l F' y 1 W SEAL • s �i ' �).•.ri'JEPSt+. . . iU• i AttesUAuthent�cate�i�0 .. 7 i� ;•INCORPORATED; ill ••.•• 1920•:: �: �`/II///�i�nln m�����``�\`\. 11, •........ :4--) .-.'.11'. 1/1 • V ` % FLOR\OP= W(tn�ss Michelle Equia Print Name Approved as to Form: )d ' /g/ni Shawna G. Lamb,0 ice of the City Attorney Atte-t/Auth-nti. t:d: 111 AO ° le — Maylee De es City Clerk RFQ CW24-001 General Engineering Consulting Services A-21 EXHIBIT A Form of Task Order CITY OF BOYNTON BEACH General Engineering Consulting Services Task Order Task Order No. Consultant: 1. Task/Project. (Insert title and brief description) 2. Detailed Scope of Professional Services. A detailed scope of services under this Task Order, in accordance with the phases of service detailed in the Agreement, is attached as Exhibit 3. Deliverables and Schedule. For study/design related services: Consultant shall deliver to the City the deliverables specified at the time indicated on the attached Exhibit For project administration services: Consultant shall provide project/construction administration services in accordance with the Agreement and project schedule. 4. Compensation. The total estimated construction costs of the Project or the cost of the study or report for this Task Order may not exceed the amounts set forth in Section 287.055, Florida Statutes. The total Fee to be paid to the Consultant under this Task Order shall not exceed , based on the hourly rates currently in effect under the Agreement. A detailed fee schedule is attached as Exhibit The payment schedule (based on deliverables) is attached as Exhibit 5. Agreement Reference. This Task Order shall be performed under the terms and conditions described within the General Engineering Consulting Services Agreement, dated , 20 , by and between the City of Boynton Beach and ("Consultant"), Contract No. 6. Insurance. Consultant shall maintain insurance coverages in accordance with the Agreement and hereby confirms that Certificate(s) of Insurance evidencing current policies meeting the requirements of the Agreement are on file with the City as of the date of this Task Order. 7. Exhibits. All attached Exhibits are incorporated fully into this Task Order and the Agreement. RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A 8. Notice to Proceed (Task Order Form and Purchase Order). ❑ If checked, Consultant's receipt of a fully-executed copy of this Task Order and Purchase Order (PO) shall serve as the Notice to Proceed under this Task Order, effective as of the date the fully-executed Task Order was emailed to the Consultant. ❑ If checked, Consultant shall commence Services under this Task Order as specified in a forthcoming Purchase Order (PO) and Notice to Proceed. CONSULTANT: CITY OF BOYNTON BEACH By: By: Daniel Dugger, City Manager Print Name: Date: , 20 Date: , 20_ City Attorney's Office Approved as to form and legality By: RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A EXHIBIT B Fee Schedule PERSONNEL CLASSIFICATIONS HOURLY RATE Principal 310.00 Project Manager 210.00 Senior Engineer 285.00 Process Engineer NA Sr. Electrical Engineer NA Electrical Engineer NA Process Control/Inst. Engineer — NA Sr. Mechanical Engineer NA Mechanical Engineer NA Engineering Technician 120.00 Engineer 185.00 Staff Engineer 165.00 Architect NA Senior Architect NA Landscape Architect NA Environmental Specialist 175.00 Inspector(Zoning & Landscape) NA Inspector(Transportation) NA Senior Landscape Architect NA Senior Surveyor/Mapper 320.00 Surveyor/Field Survey Chief 275.00 Designer NA Senior Designer NA Urban Designer NA Chief Designer NA Hydrogeologist 195.00 Principal Hydrogeologist 310.00 Planning Technician 145.00 GIS Specialist 185.00 Structural Engineer NA CADD /Technician NA Architectural CADD/Technician NA Planner NA Senior Planner NA Transportation Planner NA Transportation Planning Technician NA Public Relations Specialist NA Construction Inspector 110.00 Rate Analyst NA Senior Rate Analyst NA Grant Analyst 185.00 Grant Specialist 210.00 Clerical/Administrative 110.00 Reimbursable Expenses: Direct costs such as postage, prints, and delivery services will be billed at cost. Mark-up % Sub-Consultants Fee: 20 % RFQ CW24-001 General Engineering Consulting Services Fee Schedule Exhibit B ATTACHMENT "A" City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts, leases, and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as "Certificate Holder" and "The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+" or higher. (NOTE:An insurance contract or binder may be accepted as proof of insurance if a Certificate is provided upon selection of vendor.) Thefollowing is a list of types of insurance required of contractors, lessees, etc., and the limits required by the City: (NOTE:This list is not all inclusive, and the City reserves the right to require additional types of insurance, or to raise orlower the stated limits,based upon identified risk.) TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners & Contractor's Protective (OCP) Personal &Adv. Injury $ 1,000,000.00 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage (any one fire) $ 50,000.00 Broad Form Vendors Med. Expense (any one person) $ 5,000.00 Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability • Professional Liability Aggregate $ 1,000,000.00 Automobile Liability Combined Single Limit $1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease, Policy Limit $ 1,000,000.00 Disease Each Employes $ 1,000,000.00 Property: Homeowners Revocable Permit S 300,000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other-As Risk Identified to be determined INSURANCE ADVISORY FORM RFQ CW24-001 General Engineering Consulting Services Insurance Advisory / 1 ACOR L® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 8/20/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the 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 CONTACT Marsh & McLennan Agency LLC PHONE - FAX 250 Pehle Avenue, Suite 400 (NC.No,ExtI: (MC,No): Saddle Brook NJ 07663 no RESS: jennifer.juarez©marshmma.com INSURER(S)AFFORDING COVERAGE NAIC• INSURER A:National Union Fire Ins Co PittsburghPA 19445 INSURED COLLIENGIN4 INSURER B:Travelers Property Casualty Co of Amer 25674 Colliers Engineering&Design Inc dba Maser Consulting* INSURER C:New Hampshire Insurance Company 23841 101 Crawfords Corner Rd, Suite 3400 INSURER D:Navigators Insurance Company 42307 Holmdel NJ 07733 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER:818791990 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXPM/ LTRINS➢ WVD POLICY NUMBER (MDD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY 9925559 3/1/2024 3/1/2025 EACH OCCURRENCE $2,000,000D AGE TO CLAIMS-MADE X OCCUR PREM SES(EaENTED occurrence) $1,000,000 MED EXP(Any one person) _ S 25,000 PERSONAL&ADV INJURY S 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY X JJECT J LOC PRODUCTS-COMP/OP AGG $4,000,000 OTHER: S A AUTOMOBILE LIABILITY 4773685 3/1/2024 3/1/2025 COMBINED SINGLE LIMIT 52,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED accident(Per BODILYINJURYS AUTOS ONLY AUTOS ) _ X HIRED X NON-OWNED PROPERTY DAMAGE _ AUTOS ONLY AUTOS ONLY (Per accident) $ B X UMBRELLA LIAB X OCCUR CUP1T66744424NF 3/1/2024 3/1/2025 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED X I RETENTION$nc WORKERS $ AND EMPLOYERS'LIABILITY Y/N WCO25893715 3/1/2024 3/1/2025 X STATUTE OTH- ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE S 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 D Excess Liabilty NY24MXEZO7LHXIV 3/1/2024 3/1/2025 $15,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) City of Boynton Beach, its officers,officials,emplyees or volunteers are included as Additional Insured when required by written contract,agreement,or permit, but only with respect to the General Liability insurance and subject to the provisions and limitations of the policy. Waiver of subrogation applies to the Workers Compensation coverage when required by written contract,agreement or permit and subject to the provisions and limitations of the policy where permissible by state law. Umbrella Liability follows form over the General Liability,Automobile Liability and Employer Liability coverages.The insurance company will provide 30 days'notice of cancellation/non-renewal(10 days'notice for nonpayment)to the certificate holder if the policy is canceled by the company. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Boynton Beach 100 East Ocean Ave AUTHORIZED REPRESENTATIVE Boynton Beach FL 33435 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD *NAMED INSUREDS INCLUDE: Colliers Engineering & Design, Architecture, Landscape Architecture, Surveying CT P.C. Colliers Engineering & Design/Maser Consulting Inc. Colliers Land Services, LLC Colliers Engineering & Design CT, P.C. CED Architecture Phase Zero Design Corp. ATTACHMENT "B" V 00 A. cr y 4' ON Ob AFFIDAVIT OF COMPLIANCE WITH FOREIGN ENTITY LAWS The undersigned, on behalf of the entity listed below("Entity"), hereby attests under penalty of perjury as follows: 1. Entity is not owned by the government of a foreign country of concern as defined in Section 287.138, Florida Statutes. (Source: §287.138(2)(a), Florida Statutes) 2. The government of a foreign country of concern does not have a controlling interest in Entity. (Source: §287.138(2)(b), Florida Statutes) 3. Entity is not organized under the laws of, and does not have a principal place of business in, a foreign country of concern. (Source: §287.138(2)(c), Florida Statutes) 4. The undersigned is authorized to execute this affidavit on behalf of Entity. A1 (� Date: September 26 , 2024 Signed: / Entity: Colliers Engineering & Design Name: Michael Ehrhart, PSM Title. Principal Associate STATE OF Florida COUNTY OF Hillsborough The foregoing instrument was acknowledged before me, by means of❑ physical presence or O online notarization, this 26 day of-September, 2024, by Michael Ehrhart, PSM as Principal Associate for Colliers Engineering & Design , who is personally known to me or who has produced as identification_ Notary Public Signature: f F 1 CiL-- State of Florida tiaggiftithA Print Name: Michelle F. Eguia Notary Public State of Florida ; 10: ' Comm*HH514369 .r. "i 4 >^"• .4^• E�ires 3 My commission expires: 4/10/2028 Affidavit of Compliance with Foreign Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Consulting Services Affidavit of Compliance with Foreign Entity Laws TY Ow •4 .ti roN s4' AFFIDAVIT OF COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS In accordance with section 787.06 (13), Florida Statutes, the undersigned, on behalf of the entity listed below("Entity"), hereby attests under penalty of perjury that: Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking." Date: September 26 , 2024 Signed /A-7/ Entity: Colliers Engineering & Design Name: Michael Ehrhart, PSM Title: Principal Associate STATE OF Florida COUNTY OF Hillsborough The foregoing instrument was acknowledged before me, by means of X physical presence or ❑ online notarization, this 26 day of September , 20 24 , by Michael Ehrhart, PSM , as Principal Associate for Colliers Engineering & Design_,who is personally known to me or who has produced as identification. i Notary Public Signature f ) J State of Florida at Large(Seal) Print Name: Michelle F. Eguia My commission expires: 4/10/2028 MICHELLE F.EGUIA CINotary Publ c State of Florida e Comm#HH514369 -"E 1°1 Expires 4/10/2028 Affidavit of Compliance with Anti-Human Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Services Affidavit of Compliance with Anti-Human Trafficking Laws ram. 9 \ _ ` `P hrQ4O GENERAL ENGINEERING CONSULTING SERVICES AGREEMENT This Agreement ("Agreement"), is entered into between the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida. with a business address of 100 East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as "CITY", and Chen Moore and Associates a [type of entity corporation] authorized to do business in the State of Florida, with a business address of 500 West Cypress Creek Road, Suite 630, Fort Lauderdale, FL 33309. hereinafter referred to as "VENDOR". In consideration of the mutual benefits, terms. and conditions hereinafter specified, the Parties agree as set forth below. WHEREAS, the CITY solicited proposals for a non-exclusive agreement to perform General Engineering Consulting Services, and WHEREAS, the CITY issued a Request for Qualification for General Engineering Consulting Services; and WHEREAS, RFQ No. CW24-001 defined Scope of Services for General Engineering Consulting Services; and WHEREAS, the CITY determined that VENDOR was qualified for appointment to perform the scope of services set forth in RFQ No. CW24-001; and WHEREAS, the CITY Commission on July 16, 2024, determined that VENDOR was qualified for appointment to perform the scope of services set forth in the Request For Qualifications RFQ No. CW24-001; and NOW, THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows: 1. SERVICES AND RESPONSIBILITIES. 1.1 VENDOR hereby agrees to perform the General Engineering Consulting Services, by way of individual Task Orders, at the request of the CITY during the term of this Agreement as more particularly described in the Request for Qualifications RFQ No. CW24-001 for General Engineering Consulting Services, which is incorporated herein by reference. The specific projects that may be assigned to the VENDOR are in conjunction with the specific ZI box next to the Scope Category: ❑Scope Category A Water Plant Modifications, Capacity and Operations Evaluation EScope Category B Infrastructure Improvements and Evaluations EScope Category C Ancillary Studies and Services EScope Category D Transportation Services EScope Category E Architectural Services EScope Category F Hydrogeological Services ®Scope Category GGreen Infrastructure, Sustainability, and Resiliency Services EScope Category H Geotechnical Services CScope Category J Civil Land Development Services lScope Category K Recreation and Parks Services RFQ CW24-001 General Engineering Consulting Services A-1 1.2 The VENDOR agrees to perform work assigned by Task Order(s) (the'Services") under such terms as set forth in the Task Order(s). The Task Order Form is attached hereto as Exhibit A. The terms of the Task Order(s) shall be supplemental to the terms of this Agreement. 1.3 VENDOR shall furnish all services, labor, equipment, supplies, and materials necessary and as may be required in the performance of this Agreement, except as otherwise specifically provided for herein, and all Services performed under this Agreement shall be done in a professional manner. 1.4 VENDOR assumes professional and technical responsibility for performance of its services to be provided hereunder in accordance with recognized professional and ethical guidelines established by their profession. If within one year following completion of its services, such services fail to meet the aforesaid standards,and the CITY promptly advises VENDOR thereof in writing, VENDOR agrees to re-perform such deficient services without charge to the CITY. 1.5 The relationship between CITY and VENDOR created hereunder and the services to be provided by VENDOR pursuant to this Agreement are non-exclusive. CITY shall be free to pursue and engage similar relationships with other VENDORS to perform the same or similar services performed by VENDOR hereunder, so long as no other consultant shall be engaged to perform the specific project(s) assigned to VENDOR while VENDOR is so engaged without first terminating such assignment. VENDOR shall be free to pursue relationships with other parties to perform the same or similar services, whether or not such relationships are for services to be performed within the CITY, so long as no such relationship shall result in a conflict of interest, ethical or otherwise, with the CITY's interests in the services provided by VENDOR hereunder. 1.6 The VENDOR is responsible for defects in its work and in the work of its Sub consultants'. 1.7 PRELIMINARY SERVICES PHASE: The VENDOR shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The VENDOR shall attend meetings with the CITY Commission and CITY staff as may be required, and provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents. 1.7.1 During the preliminary services phase, the VENDOR shall advise the CITY, based on VENDOR'S professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project;VENDOR to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY'S needs for surveys; perform site evaluations and comparative studies of prospective site and solutions; and prepare and furnish a report to the City setting forth the VENDOR'S findings and recommendations. 1.7.2 Preliminary design services to be performed by the VENDOR shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 1.7.3 VENDOR shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed project; and/or 1.7.4 Upon authorization of the CITY, the VENDOR will provide advice and assistance relating to operation and maintenance of project or other systems; evaluate and report RFQ CW24-001 General Engineering Consulting Services A-2 on operations; assist the CITY in matters relating to regulatory agency operations review or operating permit non-compliance; assist with startup and operator training for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project. 1.8 BASIC SERVICES: The VENDOR shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY. 1.9 FINAL DESIGN SERVICES shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits, and landfill permits. 1.9.1 The VENDOR based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule, or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical, and electrical systems,and any other requirements or systems, materials and such other elements as may be appropriate for a complete project. The VENDOR shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1.9.2 The VENDOR based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY. The Construction Documents shall consist of drawings and specifications setting forth in detail the requirements for the construction of the project. 1.9.3 The VENDOR shall assist the CITY in the preparation of the necessary proposal information and forms. 1.9.4 The VENDOR shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1.9.5 The VENDOR shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1.9.6 VENDOR shall include in the Construction Documents a requirement that the construction contractor shall provide a final as-built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked-up construction drawings to the VENDOR so that the VENDOR can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1.9.7 Prior to final approval of the Construction Documents by the CITY, the VENDOR shall conduct a thorough review and quality control evaluation of the entire work product for compliance with the requirements of any local, state, or federal agency from which a permit or other approval is required. The VENDOR shall make sure that all necessary approvals have taken place. RFQ CW24-001 General Engineering Consulting Services A-3 1.9.8 Prior to each phased submittal, the VENDOR shall conduct a thorough quality control review and assessment of the work product to determine whether the work is properly coordinated and confirm that the CITY and agency comments have been addressed and incorporated into the Contract Documents The VENDOR shall provide to the CITY a Quality Assurance and Quality Control plan in a format that advises the CITY that all work has been performed as required. A report shall be submitted in accordance with those standards to apprise the CITY that due care has been taken in the preparation of the Contract Documents. 1.9.9 The VENDOR shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable. The VENDOR shall comply with all of its governing laws, rules, regulations, codes, directives, and other applicable federal, state, and local requirements in preparation of the work. 1.10 The VENDOR shall provide the construction documents, technical specifications, and drawings completed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 1.11 The VENDOR, following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost, shall, when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals and assist in preparing contracts for construction. 1.11.1 The VENDOR shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY'S Procurement Administrative Policy Manual. 1.11.2 Any Opinion of the Construction Cost prepared by VENDOR represents its judgment as a design professional and is supplied for the general guidance of the CITY. Since VENDOR has no control over market conditions, VENDOR does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to the CITY. If the project is not advertised for proposals within three (3) months after delivery of Final Design Plans,through no fault of the VENDOR or if either local market conditions or industry-wide prices have changed because of unusual or unanticipated events affecting the general level of prices or times of delivery in the construction industry, the established Construction Cost limit may be adjusted as determined by the CITY'S Representative and as approved by the CITY, if necessary. Additionally, if the CITY expands a project scope of work after the VENDOR renders the Final estimated probable Construction Cost of the Final Design Plans, the VENDOR shall not be responsible for any redesign without compensation, which shall be mutually agreed to by the parties hereto. 1.11.3 The VENDOR shall provide the CITY with a list of recommended prospective bidders. 1.11.4 The VENDOR shall attend all pre-proposal/per-bid conferences. 1.11.5 The VENDOR shall recommend any addenda, through the CITY'S representative as appropriate, to clarify, correct, or change proposal documents. 1.11.6 If Pre-Qualification of bidders is required as set forth in the Request for Proposals, Request for Qualifications or Invitation to Bid (two-step bid process), VENDOR shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.11.7 If requested, VENDOR shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY. 1.12 The CITY shall make decision on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the work after RFQ CW24-001 General Engineering Consulting Services A-4 receiving a recommendation from the VENDOR. The VENDOR shall check schedules, shop drawings and other submissions for the limited purpose of checking conformance with the concept of the project, and for compliance with the information given by the Construction Documents. The VENDOR shall also review change orders prepared and submitted by Contractor and review and make recommendations to the City for progress payments to the Contractor based on each project schedule of values and the percentage of work completed. The VENDOR will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the construction of the assigned task order projects. 1.12.1 The CITY shall maintain a record of all change orders, which shall be categorized to the various types, causes, etc. that may be determined useful and necessary for its purpose. 1.12.2 If the VENDOR is not the Construction Manager for the construction, the CITY shall notify the VENDOR within three (3) business days of the discovery of any architectural/engineering error or omission so that the VENDOR can be part of the negotiations resolving the claim between the CITY and the Contractor. 1.13 The VENDOR shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination, when the schedule of values is found to be appropriate, the VENDOR shall sign the schedule of values indicated in the belief that the schedule of values constitutes a reasonable, balanced basis for payment of the Application for Payment to the Contractor. 1.14 The VENDOR shall perform on-site construction observation of each project based on the Construction Documents in accordance with paragraph 1.19 "Resident Project Services" of this Agreement. The VENDOR observation shall determine the progress of the work completed, and whether the work is proceeding in a manner indicating that the work when fully competed will be in accordance with the Construction Documents. On the basis of site visits, the VENDOR will provide the CITY with a written report of each site visit in order to reasonably inform the CITY of the progress of the portion of the work completed. The VENDOR shall endeavor to identify for the CITY any defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. The VENDOR shall not have control over or charge of, or responsibility for the construction means, methods, techniques, sequences or procedures. or for safety precautions and programs in connection with the work, nor shall the VENDOR be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The VENDOR shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. Based on such observation and the Contractor's Application for Payment, the VENDOR shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated. By issuing a Certificate of Payment, the VENDOR will also represent to the CITY that to the best of its information and belief, based on what its observation has revealed, the work is in accordance with the Construction Documents. The VENDOR shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1.15 The VENDOR shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings, and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY'S version of AutoCad formats for archival purposes. RFQ Cw24-001 General Engineering Consulting Services A-5 1.16 The VENDOR shall attend regularly scheduled progress meetings on site bi-monthly or as otherwise determined based on a specific need established prior to construction by the CITY. 1.17 The VENDOR shall review change orders prepared and submitted by the Contractor for the CITY'S approval. VENDOR shall not authorize any changes in the work or time, no matter how minor, without prior written approval by the CITY. 1.18 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by VENDOR, which shall be timely completed by Contractor to the satisfaction of the CITY, written notification to Contractor by VENDOR that all releases of liens are satisfied, and written recommendation by VENDOR for final payment to the Contractor which shall be at the sole discretion of the CITY. 1.19 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the VENDOR will, if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ("Resident Project Representative") of the VENDOR. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project Representative will endeavor to identify for the CITY any defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but are not limited to the following: a. Conducting all pre-construction conferences; b. Conducting all necessary construction progress meetings; c. Observation of the work in progress to the extent authorized by the CITY; d. Receipt, review coordination, and disbursement of shop drawings and other submittals; e. Maintenance and preparation of progress reports; f. Field observation and verification of quantities of equipment and materials installed; g. Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; h. Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project-related documents, and at the completion of each project, deliver all such records to the CITY; i. Preparation, update, and distribution of a project budget with each project schedule; j. Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; k. Scheduling and conducting monthly progress meetings at which CITY, Engineer, general contractor, trade contractor, utilities representatives, and suppliers can jointly discuss such matters as procedures, progress, problems, and scheduling. I. Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and/or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; m. Development and implementation of a system for the preparation, review, and processing of change orders; n. Maintenance of a daily log of each project; o. Recording the progress of each project, and submission of written monthly progress reports to the CITY, including information on the Contractors'work and the percentage of completion; p Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; and q Securing and transmitting to the CITY, required guarantees; affidavits; releases; key manuals; record drawings; and maintenance stocks; The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the VENDOR or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY and the CITY shall have the right to employ personnel to observe the work in progress, provided, however, that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the VENDOR. The Resident Project Representative shall not have control over or charge of, or responsibility for the construction means, methods, RFQ CW24-001 General Engineering Consulting Services A-6 techniques, sequences, or procedures, or for safety precautions and programs in connection with the work, nor shall the Resident Project Representative be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The Resident Project Representative shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the work. Although VENDOR shall not be responsible for health or safety programs or precautions related to CITY"s activities or those of CITY's other contractors and consultants or their respective subcontractors and vendors ("Contractors"), VENDOR shall nonetheless report to the Resident Project Representative health and safety conditions or deficiencies observed by VENDOR'S employees or representatives. VENDOR shall not be responsible for CITY's pre- existing site conditions or the aggravation of those preexisting site conditions to the extent not caused by the negligence or willful misconduct of VENDOR. VENDOR shall not be responsible for inspecting, observing, or correcting health or safety conditions or deficiencies of CITY, Contractors, or others at the project site ("Project Site") other than for VENDOR's employees, sub-consultants, and vendors. 1.20 ADDITIONAL SERVICES 1.20.1 When additional services are necessary, they shall be specified in the written Task Order. Examples of additional non-exclusive services are: a. Preparation of applications and supporting documents for private or governmental grants, loans, or advances in connection with any particular project. b. Services to make measured drawings of or to investigate existing conditions or facilities or to verify the accuracy of drawings or other information furnished by or to the CITY. c. Services resulting from significant changes in the general scope, extent, or character of any particular project or its design, including but not limited to changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the VENDOR'S control. d. Providing renderings or models for the CITY's use. e. Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out-of-sequence work. f. Investigations and studies involving but not limited to, detailed considerations of operations, maintenance, and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies; cash flow and economic evaluations, rate schedules, and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY. g. Assistance in connection with Proposal/proposal protests, re-bidding or re- negotiating contracts for construction, materials, equipment, or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the VENDOR (e.g. defective plans and/or specifications which inhibit contractors from submitting proposals) in which event there shall be no additional cost for the provision of such services. h. Preparing to serve or serving as a VENDOR or witness for the CITY in any litigation, arbitration, or other legal or administrative proceeding. RFQ CW24-001 General Engineering Consulting Services A-7 I. Additional services in connection with a project not otherwise provided for in this Agreement. j. Services in connection with a field order or change order requested by the CITY. k. Providing artwork, models, or renderings as requested by the CITY. 1.21 When required by the Construction Contract documents in circumstances beyond the VENDOR'S control, and upon the CITY'S authorization, it will furnish the following additional services. a. Services in connection with work changes necessitated by unforeseen conditions encountered during construction. b. Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the VENDOR. c. Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3)acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the VENDOR or if the VENDOR fails to notify the Contractor of the deficient quality of their workmanship pursuant to VENDOR'S duties as described in the Contract Documents, the VENDOR's additional services shall be deemed part of Basic Services and compensated as such. d. Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. e. Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and/or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. f. Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the VENDOR in which case such services shall be deemed Basic Services. Except when caused by a design error by the VENDOR, the cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. 1.22 CITY'S RESPONSIBILITIES 1.22.1 The CITY shall do the following in a timely manner so as not to delay the services of the VENDOR: 1.22.2 Designate in writing a person or persons to act as the CITY's representative with respect to the services to be rendered under this Agreement. Such person(s) shall have complete authority to transmit instructions and receive information with respect to the VENDOR'S services for a particular project. The CITY may have multiple CITY Representative(s) or project managers during the performance of this Agreement based on the specific Task Orders from each of the Scope Categories. 1.22.3 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. RFQ CW24-001 General Engineering Consulting Services A-8 1.22.4 Assist the VENDOR by providing, at the VENDOR's request, all available information pertinent to the Project, including previous reports and any other data relative to the design or construction of the project. 1.22.5 Furnish to the VENDOR, if required for the performance of VENDOR's services (except where otherwise furnished by the VENDOR as Additional Services), the following. 1.22.6 Data prepared by, or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests, and inspection of samples, materials, and equipment; 1.22.6.1 Appropriate professional interpretations of all of the foregoing; 1.22.6.2 Environmental assessment and impact statements; 1.22.6.3 Property, boundary, easement, right-of-way, topographic and utility surveys; 1.22.6.4 Property descriptions; 1.22.6.5 Zoning, deed, and other land use restrictions; 1.22.6.6 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the VENDOR; and 1.22.6.7 Arrange for access to make all provisions for the VENDOR to enter upon the CITY's property as required for the VENDOR to perform services under this Agreement. 1.22.6.8 Consistent with the professional standard of care and unless otherwise specifically provided herein, VENDOR shall be entitled to rely upon the accuracy of data and information provided by the CITY or others without independent review or evaluation. 1.23 SEQUENCE OF EVENTS 1.23.1 Following receipt of any Task Order, the VENDOR shall submit to the CITY, at least five (5) business days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations. 1.23.2 Task Orders will be issued to the VENDOR in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non-performance by VENDOR pursuant to this Agreement. 1.23.3 In accordance with the CITY's Purchasing Policy Manual, proposals received by the VENDOR as a result of a Task Order that exceeds the Procurement threshold amount, will require approval from CITY Commission before the execution of services. 1.23.4 When the CITY issues Task Orders to the VENDOR, each authorization shall contain a stated completion schedule. If caused by the negligent errors or omissions of VENDOR, failure of the VENDOR to meet the stated schedule shall constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. 1.23.5 It is anticipated and intended that the VENDOR will be authorized to begin new Task Order(s) on a "rolling" basis, as some already assigned Task Orders near timely RFQ CW24-001 General Engineering Consulting Services A-9 completion. If a subsequent Task Order is issued to the VENDOR before it has completed the current Task Order, the completion date for each Task Order will remain independent of each other so that the VENDOR will prioritize the uncompleted Task Order from the first Task Order and finish as soon as practical. Failure to complete the"older"Task Orders in a timely manner may adversely impact continued early authorization to start subsequent work. 1.23.6 When the VENDOR has exceeded the stated completion date, including any extension for extenuating circumstances, which may have been granted, a written notice of Default will be issued within seven (7) calendar days of the date that the default became active with a requirement of seven (7) calendar days to cure said default, to the VENDOR and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured. 1.23.7 Should the VENDOR exceed the assigned completion time, the CITY reserves the right not to issue to the VENDOR any further Task Order(s) until such time as it is no longer in default and the VENDOR has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent Task Orders. This restricted issuance provision may result in the VENDOR not being issued all of the planned work the CITY anticipated in this Agreement. The VENDOR shall have no right to the balance of any work or to any compensation associated with these non-issued Task Orders due to the VENDOR being rendered in default. 1.23.8 Should the VENDOR remain in default for a period of fifteen(15)consecutive calendar days beyond the time frame provided in Paragraph 1.23.6, the CITY may at its sole option retain another VENDOR to perform any Services arising out of this Agreement and/or terminate this Agreement. 1.24 DEFINITION OF DEFAULT 1.24.1 An event of default shall mean a material breach of this Agreement. Without limiting the generality of the foregoing and in addition to those instances referred to as a material breach, an event of default shall include the following: a. VENDOR has not performed services on a timely basis due to VENDOR's negligent errors or omissions; b. VENDOR has refused or failed to supply enough properly skilled personnel, c. VENDOR has failed to make prompt payments to VENDOR's sub-consultants or suppliers for any services after receiving payment from the CITY for such services or supplies; d. VENDOR has failed to obtain the approval of the CITY where required by this Agreement; e. VENDOR has refused or failed to provide the services as defined in this Agreement; f. VENDOR has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety (90)calendar days of such date; g. CITY has failed to make payments to VENDOR in accordance with the requirements of this Agreement; 1.24.2 In the event of Default, the VENDOR shall be liable for all damages resulting from the Default including: a. The difference between the amount that has been paid to the VENDOR and the amount required to complete the VENDOR's Services, provided the fees by the firm replacing the VENDOR are reasonable and the hourly rates do not exceed the VENDOR'S rates. This amount shall also include procurement and administrative costs incurred by the CITY. b. In the event of default by the City, VENDOR may suspend the Services pending receipt of such payment. RFQ CW24-001 General Engineering Consulting Services A-10 1.24.3. The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. 1.25 VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY. The CITY's Representative during the performance of this Agreement shall be KeithWebber, 1.26 orDesignee. The VENDOR's Representative during the performance of the Agreement shall be Brent 1.27 Whitfield (bwhitfield@chenmoore.com 2. TERM. The initial Agreement period shall be for an initial term of two (2) years, commencing on 11119/2024, and shall remain in effect through 11/18/2026.The City reserves the right to automatically renew the Agreement for two (2) two-year renewals subject to termination clause(s) as provided herein. The City requires firm fixed rates for the initial agreement term. Either party must give a sixty (60)calendar day(s)written notice prior to the Agreement anniversary date of the intent to not renew for the renewal term. The initial term and any exercised renewal terms are collectively referred to as the "Term." Automatic renewal terms will be based on the same terms, conditions, pricing, specifications, and services herein. The VENDOR understands and acknowledges that all services to be performed will be governed by this Agreement and that there is no guarantee of any assignment, minimum amount of professional services. compensation, or future work being given to the VENDOR. 3. Limited Term Extension: The CITY may, at its sole discretion and without further City Commission action, extend the term of this Agreement for an additional one-hundred and eighty (180) calendar days (the "limited term extension") by filing a written notice signed by the Vendor and the City's Purchasing Department. At no time shall this limited term extension extend more than one-hundred eighty (180) calendar days beyond the expiration date of this Agreement without further City Commission approval. The VENDOR will be reimbursed for these services at the rate in effect when this limited term extension clause was invoked by the CITY. 4. TIME OF PERFORMANCE I METHOD OF ORDERING SERVICES. 4.1. Services under this Agreement shall commence upon the CITY's written notice to the VENDOR through an executed Task Order. The VENDOR shall perform all Services and provide all work products required pursuant to this Agreement and the specific Task Order by the sequence of events, or unless the CITY grants an extension of time in writing. 4.2. Limitations. No Task Order issued under this Agreement will be valid if the estimated construction cost of the specific project or the study activity fee exceeds the amounts set forth in Section 287.055, Florida Statutes. 4.3 VENDOR shall complete each Task Order executed during the Term without regard to whether such completion would cause Services to be performed after the expiration date of this Agreement. Any Task Order for which performance extends beyond the Term may be amended after that expiration date, provided that any additional Services, time, and compensation are permitted under this Agreement. The terms and conditions of this Agreement shall continue to govern Task Orders notwithstanding the expiration of this Agreement. 5. PAYMENT. The VENDOR shall be paid by the CITY for completed work and for Services rendered as follows: a. Payment for the Services provided by VENDOR shall be made in accordance with the Fee Schedule as provided in Exhibit B attached hereto. RFQ CW24-001 General Engineering Consulting Services A-11 b. Payment as provided in this section by the CITY shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment, and incidentals necessary to complete the Services. c. Compensation for vendor's sub-consultants will be negotiated based on each Task Order. Compensation will be through a direct mark-up in accordance with the Fee Schedule attached hereto. Sub-consulting services shall be approved by the City's representative in writing prior to performance of the sub-consulting work. Consulting time for processing and management of the VENDOR's sub-consultant shall not be included in direct cost as the direct mark-up is applied for management efforts. d. The VENDOR may submit invoices to the CITY once per month during the progress of the Srevices for partial payment. Such invoices will be checked by the CITY, and upon approval thereof, payment will be made to the VENDOR in the amount approved. e. In certain cases where incremental billing for partially completed Services is permitted by the CITY's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f. Computation of Time Charges/Not-to-Exceed Method of Payment: When a service is to be compensated based on time charge/not-to-exceed method, the VENDOR shall submit a not- to-exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates,which shall not exceed the established hourly rates set forth in the Fee Schedule, plus any sub-consultant services and other related costs supporting the proposed Services. The CITY shall not be obligated to reimburse the VENDOR for costs incurred in excess of the total not-to-exceed cost amount. g. Final payment of any balance due to the VENDOR of the total Task Order price earned will be made promptly upon its ascertainment and verification by the CITY after the completion of the Services under this Agreement and its acceptance by the CITY. h. Final Invoice: In order for both parties herein to close their books and records, the VENDOR will clearly state"Final Invoice"on the VENDOR's final/last billing to the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, any other further charges, if not properly included on this invoice, are considered waived by the VENDOR. i. The VENDOR's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the CITY and State for a period of five (5) years after the termination of the Agreement. Copies shall be made available upon request. j. Hourly rates shall remain fixed and firm for the initial two (2) year period of this Agreement. Cost of subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes as determined by the City, have occurred in the industry, such increases shall not exceed 5% per year, or whichever is less, the latest yearly percentage increase in the All Urban Consumer Price Index (CPI-U) (National) as published by the Bureau of Labor Statistics, U.S. Department of Labor. The yearly increase or decrease in the CPI shall be based on the latest index published and available ninety (90) calendar days prior to the end of the Agreement year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) calendar days prior to the Agreement anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of this Agreement. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the VENDOR, a reasonable reduction in costs that reflect such changes in the industry. All rate increases above 2% must be approved by the City Commission on the recommendation of the Director of Financial Services. k. The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the CITY does not wish to accept the adjusted costs and the matter RFQ CW24-001 General Engineering Consulting Services A-12 cannot be resolved to the satisfaction of the CITY, the Agreement may be canceled by the CITY upon giving thirty (30)calendar days' written notice to the VENDOR. I. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes. 6. OWNERSHIP AND USE OF DOCUMENTS. Upon completion of any project / Task Order and final payment to VENDOR, all documents, drawings, specifications, and other materials produced by the VENDOR in connection with the services rendered under this Agreement shall be the property of the CITY whether the project for which they are made is executed or not. Notwithstanding the foregoing, the VENDOR shall maintain the rights to reuse standard details and other design copies, including reproducible copies, of drawings and specifications for information, reference, and use in connection with VENDOR's endeavors. Any use of the documents for purposes other than as originally intended by this Agreement, without the written consent of VENDOR, shall be at the CITY's sole risk and without liability to VENDOR and VENDOR's sub-consultants. 7. FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 8. WARRANTIES AND REPRESENTATIONS. VENDOR represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this Agreement and that it will retain and assign qualified professionals to all assigned projects during the term of this Agreement. VENDOR's Services shall meet or exceed the standard of care and skill ordinarily used by members of VENDOR's profession practicing under similar circumstances. In submitting its response to the RFQ, VENDOR has represented to CITY that certain individuals employed by VENDOR shall provide services to CITY pursuant to this Agreement. CITY has relied upon such representations. Therefore, VENDOR shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 9. COMPLIANCE WITH LAWS. VENDOR shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances, and regulations that are applicable to the services to be rendered under this Agreement. 10. INDEMNIFICATION. A. The VENDOR shall indemnify and hold harmless CITY and its current, past, and future officers and employees from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys'fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of VENDOR or other persons employed or utilized by VENDOR in the performance of this Agreement. Neither party to this Agreement shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect, or consequential damages of any kind, including but not limited to lost profits or use that may result from this Agreement or out of the services or goods furnished hereunder. B. The parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or§768.28, Fla. Stat., as may be amended from time to time. PURSUANT TO FLORIDA STATUTE, NO INDIVIDUAL DESIGN PROFESSIONAL EMPLOYED BY OR ACTING AS AN AGENT OF VENDOR MAY BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM THE NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF THIS AGREEMENT 11. INSURANCE. A. During the performance of the services under this Agreement, VENDOR shall maintain the following insurance policies, and provide originals or certified copies of all policies to CITY's Risk Management RFQ CW24-001 General Engineering Consulting Services A-13 Director. All policies shall be written by an insurance company authorized to do business in Florida. VENDOR shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any service pursuant to this Agreement: a. Worker's Compensation Insurance: The VENDOR shall procure and maintain for the life of this Agreement. Worker's Compensation Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any subcontractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton Beach, executed by the insurance company. b. Comprehensive General Liability: The VENDOR shall procure and maintain for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an"Occurrence" basis. Coverage shall include Premises and Operations; Independent consultants, Products-Completed Operations, and Contractual Liability with specific reference to Article 7, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury, or property damage that could arise directly or indirectly from the performance of this Agreement. VENDOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/and $1,000.000 per occurrence/aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty (30)calendar days prior written notice to the CITY. c. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of this Agreement, Business Automobile Liability Insurance. The VENDOR shall maintain a minimum amount of$1,000,000 combined single limit for bodily injury and property damage liability to protect the VENDOR from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non-owned automobile, included rented automobiles, whether such operations be by the VENDOR or by anyone directly or indirectly employed by the VENDOR. d. Professional Liability (Errors and Omissions) Insurance: The VENDOR shall procure and maintain for the life of this Agreement in the minimum amount of $1,000,000 per occurrence. e. Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined appropriate by the CITY depending on the type of job and exposures contemplated. Coverage must follow the form of the General Liability, Auto Liability, and Employer's Liability. This coverage shall be maintained for a period of no less than the later of three (3) years after the delivery of goods/services or final payment pursuant to the Agreement. B. VENDOR shall provide the CITY with all Certificates of Insurance required under this section prior to beginning performance under this Agreement. Failure to maintain the required insurance will be considered a default of the Agreement. C The CITY shall be named as an additional insured. The coverage shall contain no limitations on the scope of protection afforded to the CITY, its officers, officials, employees, or volunteers. A current valid insurance policy meeting the requirements herein identified shall be maintained during the duration of this Agreement, and shall be endorsed to state that coverage shall not be suspended, voided, or canceled by either party, reduced in coverage in limits except after thirty (30) calendar days prior written notice by either certified mail, return receipt requested, has been given to the CITY. D The CITY reserves the right to reasonably require any additional insurance coverage or increased limits as determined necessary by the Risk Management Director. The CITY reserves the right to review, modify, reject, or accept any required policies of insurance, including limits, coverage, or endorsements throughout the term of the Agreement. RFQ CW24-001 General Engineering Consulting Services A-14 12. INDEPENDENT VENDOR/CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an independent vendor/contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither VENDOR nor any employee of VENDOR shall be entitled to any benefits accorded CITY employees by virtue of the services provided under this Agreement. The CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to VENDOR, or any employee of VENDOR. 13. COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the VENDOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the VENDOR any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee_ 14. TRUTH-IN-NEGOTIATION CERTIFICATE. A. Execution of this Agreement by the VENDOR shall act as the execution of a truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement is accurate, complete, and current as of the date of the Agreement and no higher than those charged the VENDOR's most favored customer for the same or substantially similar service. B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non-current wage rates or due to inaccurate representations of fees paid to outside VENDORs. The CITY shall exercise its rights under this "Certificate"within one (1)year following payment. 15. SUBCONTRACTING. A. VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY B. The CITY reserves the right to accept the use of a sub-consultant or to reject the selection of a particular sub-consultant and to inspect all facilities of any sub-consultant in order to make a determination as to the capability of the sub-consultant to perform properly under this Agreement. If the VENDOR uses any sub-consultants on this project, the following provisions of this Article shall apply: C. If a sub-consultant fails to perform or make progress, as required by this Agreement, and it is necessary to replace the sub-consultant to complete the Services in a timely fashion, the VENDOR shall promptly do so, subject to acceptance of the new sub-consultant by the CITY. The substitution of a sub-consultant shall not be adequate cause to excuse a delay in the performance of any portion of this Agreement as set forth in the Scope of Work or applicable Task Order. D. The VENDOR, its sub-consultants, agents, servants, or employees agree to be bound by the terms and conditions of this Agreement and its agreement with any sub-consultant for work to be performed for the CITY the VENDOR must incorporate the terms of this Agreement. 16. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 17 ASSIGNMENT. The VENDOR shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY. 18 NON-WAIVER.A waiver by either CITY or VENDOR of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or RFQ CW24-001 General Engineering Consulting Services A-15 acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. 19. TERMINATION. A. Termination for Convenience. This Agreement may be terminated by the CITY for convenience, upon fourteen (14) calendar days of written notice by the terminating party to the other party for such termination in which event the VENDOR shall be paid its compensation for services performed to the termination date, including services reasonably related to termination. In the event that the VENDOR abandons the Agreement or causes it to be terminated, the VENDOR shall indemnify the CITY against loss pertaining to this termination. B. Termination for Cause. In addition to all other remedies available to CITY, this Agreement shall be subject to cancellation by CITY for cause, should VENDOR neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by VENDOR of written notice of such neglect or failure. 20. DISPUTES. A. Any and all legal action necessary to enforce the terms of this Agreement shall be governed by the laws of the State of Florida. Any legal action arising from the terms of this Agreement shall be submitted to a court of competent jurisdiction exclusively located in Palm Beach County. B. Correction of Work. If, in the judgment of CITY, work provided by VENDOR does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, CITY reserves the right to require that VENDOR correct all deficiencies in the work to bring the work into conformance without additional cost to CITY, and/or replace any personnel who fail to perform in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-conformance and the quality of workmanship. C. Remedies in Default. In case of default by VENDOR, CITY shall notify VENDOR, in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct VENDOR to comply with all provisions of the Agreement. If the abandonment, delay, refusal, failure, neglect, or default is not cured within seven (7) calendar days of when notice was sent by CITY, CITY may declare a default of the Agreement and notify VENDOR of such declaration of default and terminate the Agreement. a. Upon such declaration of default, all payments remaining due VENDOR at the time of default, less all sums due CITY for damages suffered or expenses incurred by reason of default, shall be due and payable to VENDOR. b. CITY may complete the Agreement, or any part thereof, either by day labor, use of a subcontractor, or by re-letting a contract for the same, and procure the equipment and the facilities necessary for the completion of the Agreement, and charge the cost of same to VENDOR together with the costs incident thereto to such default. c. In the event CITY completes the Agreement at a lesser cost than would have been payable to VENDOR under this Agreement, if the same had been fulfilled by VENDOR, CITY shall retain such differences. Should such cost to CITY be greater, VENDOR shall pay the amount of such excess to the CITY. d. Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the Agreement at any time,whenever the service provided by VENDOR fails to meet reasonable standards of the trade after CITY gives written notice to the VENDOR of the deficiencies as set forth in the written notice within thirty (30) calendar days of the receipt by VENDOR of such notice from CITY. 21. UNCONTROLLABLE FORCES. 21.1 Neither the CITY nor VENDOR shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the RFQ CW24-001 General Engineering Consulting Services A-16 exercise of reasonable diligence, the non-performing party could not avoid The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 21.2 Neither party shall, however, be excused from performance if non-performance is due to forces, which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. CITY PROVIDED INFORMATION AND SERVICES. 22.1 CITY shall furnish VENDOR available studies, reports, and other data pertinent to VENDOR'S services; obtain or authorize VENDOR to obtain or provide additional reports and data as required; furnish to VENDOR services of others required for the performance of VENDOR's Services hereunder, and VENDOR shall be entitled to use and rely upon all such information and services provided by CITY or others in performing VENDOR's Services under this Agreement. 23. ESTIMATES AND PROJECTIONS. 23.1 In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, VENDOR has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs.competitive bidding procedures and market conditions;time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, VENDOR makes no warranty that CITY's actual project costs, financial aspects, economic feasibility, or schedules will not vary from VENDOR's opinions, analyses, projections, or estimates. 24. THIRD PARTIES. 24.1 The services to be performed by VENDOR are intended solely for the benefit of CITY. No person or entity not a signatory to this Agreement shall be entitled to rely on VENDOR's performance of its services hereunder, and no right to assert a claim against VENDOR by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of VENDOR's services hereunder. 25. NOTICES. Notices to the CITY shall be sent to the following address: Daniel Dugger, City Manager City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, FL 33435 Telephone No. (561) 742-6000 Notices to VENDOR shall be sent to the following address: ATTN: Peter Moore; Suzanne Dombrowski; Leigh Barron GHD Services, Inc. Address: 500 West Cypress Creek Road Suite 630 Fort Lauderdale, FL 33309 RFQ CW24-001 General Engineering Consulting Services A-17 Phone: 561-746-6900 ; 954-730-0707 x 1056 Email: pmoore(@chenmoore.com ; sdombrowskit chenmoore corn Ibarron chenmoore.com 26. INTEGRATED AGREEMENT.This Agreement, together with RFQ and any addenda and/or attachments, represents the entire and integrated Agreement between the CITY and the VENDOR and supersedes all prior negotiations, representations, or agreements, written or oral. This Agreement may be amended only by written instrument signed by both CITY and VENDOR. 27. PUBLIC RECORDS. The CITY is a public agency subject to Chapter 119, Florida Statutes. The VENDOR shall comply with Florida's Public Records Law. Specifically, the VENDOR shall: A. Keep and maintain public records required by the CITY to perform the service; B. 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 Chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and, following completion of the Agreement, VENDOR shall maintain in a secured manner all copies of such confidential and exempt records remaining in its possession once the VENDOR transfers the records in its possession to the CITY; and D. Upon completion of the Agreement, VENDOR shall transfer to the CITY, at no cost to the CITY, all public records in VENDOR's possession. All records stored electronically by VENDOR 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 VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 TELEPHONE: 561-742-6060 CitvClerkbbfl.us 28. E-VERIFY. 28.1 VENDOR certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. Definitions for this Section: A. "Contractor, Vendor, Proposer, Consultant" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. RFQ CW24-001 General Engineering Consulting Services A-18 B. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for a salary, wages, or other remuneration. C. "E-Verify system" means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. 28.1.2 Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E- Verify System in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: A. All persons employed by a Contractor to perform employment duties within Florida during the term of the Agreement; B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and C. By entering into this Agreement, the Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. 28.1.3 Contract Termination. If the City has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09 (1), Fla. Stat., the contract shall be terminated 29. SCRUTINIZED COMPANIES 287.135 and 215.473. By execution of this Agreement, VENDOR certifies that VENDOR is not participating in a boycott of Israel. VENDOR further certifies that VENDOR is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has VENDOR been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The CITY shall provide notice, in writing, to VENDOR of the CITY's determination concerning the false certification. VENDOR shall have five (5) calendar days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, VENDOR shall have ninety (90)calendar days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If VENDOR does not demonstrate that the CITY's determination of false certification was made in error then the CITY shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 30. SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign immunity by the CITY or as a waiver of limits of liability or rights the CITY may have under the doctrine of sovereign immunity or under Section 768.28, Florida Statutes. 31. CONFLICTS. If there is a conflict or inconsistency between any term, statement, requirement. or provision of this Agreement, Exhibits, any Task Order, VENDOR's Proposal, or other documents incorporated into this Agreement, such conflict shall be resolved pursuant to the following order of precedence (1) this Agreement, (2) any Task Order, (3) the RFQ, and (4) VENDOR's Proposal. 32. COMPLIANCE WITH STATE ENERGY POLICY AND CONSERVATION ACT. VENDOR shall comply with all mandatory standards and policies relating to energy efficiency contained in the State energy conservation RFQ CW24-001 General Engineering Consulting Services A-19 plan issued in compliance with the Energy Policy and Conservation Act(Pub. L. 94-163, 89 Stat. 871). 33. DOMESTIC PREFERENCE FOR PROCUREMENTS. As appropriate and to the extent consistent with law, the VENDOR should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. 34. LICENSE AND DELIVERY OF WORKS SUBJECT TO COPYRIGHT AND DATA RIGHTS. If applicable, the VENDOR grants to CITY, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce. publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this Agreement, VENDOR will identify such data and grant to the CITY or acquire on its behalf a license of the same scope as for data first produced in the performance of this contract. Data, as used herein, shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this Agreement, VENDOR will deliver to the VENDOR data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this Agreement in formats acceptable by VENDOR. 35. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or any subcontractor will have access to an individual's personal identifying information under this Agreement. VENDOR represents and certifies: (i) VENDOR is not owned by the government of a foreign country of concern; (ii) the government of a foreign country of concern does not have a controlling interest in VENDOR; and (iii) VENDOR is not organized under the laws of and does not have its principal place of business in, a foreign country of concern. Prior to VENDOR and any subcontractor having access to personal identifying information pursuant to this Agreement, VENDOR and any subcontractor shall submit to City executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes. Compliance with the requirements of this section is included in the requirements of a proper invoice. Terms used in this section that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes. 36. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, VENDOR shall provide CITY with an affidavit attesting that the VENDOR does not use coercion for labor or services, in accordance with Section 787.06(13), Florida Statutes. 37. COUNTRIES OF CONCERN. VENDOR represents that it is, and for the duration of the Term will remain, in compliance with Section 286.101, Florida Statutes. 38. DULY LICENSED. VENDOR represents that it is duly licensed in Florida to perform the Services under this Agreement and that it will continue to maintain all licenses and approvals required to conduct its business. SIGNATURE PAGE FOLLOWS RFQ CW24-001 General Engineering Consulting Services —-- — A-20 I "This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes." IN WITNESS WHEREOF. the parties hereto have executed this Agreement in multiple copies,es, each of which shall be considered an original on the following dates: DATED this /9 day of AJo Verner . 209._ . CITY OF BOYNTON BEACH II i/L--- )J- Ty Pen _•.r / uthori d Official Name), (Vendor) Print Name of Authorized Official Vit f rs14/14 Title nC N n�.E l',/4 0rOF BOYA/i- %. (Corporate Seal) i".'.''.:: .'� • i,• . •'GCRPCR. 2 1l c1 : ,, /1' - / V1 i c.i sr, 9TF':�c� e w= ' ' '� k S ' iNCOppC ;.1 Attest/Authenticated ',../��••• ,••'' 1g2 /174-p. ; '% r,iV•Ni\ ' .1.. ii x ` ' g'............... O � RIDA = Witness Print Name Approved as to Form r Jiie/ A (J,L 4e) Shawna G. Lamb, Office of the City Attorney Atte•t/A thened: / W 0 I — Maylee lie J=jus, City Cler RFQ CW24-001 General Engineering Consulting Services A-21 EXHIBIT B Fee Schedule PERSONNEL CLASSIFICATIONS HOURLY RATE Principal $295 Project Manager $250 Senior Engineer $210 Process Engineer $ Sr. Electrical Engineer $210 Electrical Engineer $185 Process Control/Inst. Engineer $ Sr. Mechanical Engineer $210 Mechanical Engineer $185 Engineering Technician $110 Engineer $120 Staff Engineer $185 Architect $ Senior Architect $165 Landscape Architect $125 Environmental Specialist $160 Inspector(Zoning & Landscape) — $ Inspector(Transportation) $ Senior Landscape Architect $165 Senior Surveyor/Mapper $ Surveyor/Field Survey Chief — $ Designer $120 Senior Designer $160 Urban Designer $ Chief Designer $ Hydrogeologist $ Principal Hydrogeologist $ Planning Technician $100 GIS Specialist $110 Structural Engineer — $ CADD/Technician $100 Architectural CADD/Technician _ $ Planner $125 Senior Planner $225 Transportation Planner $ Transportation Planning Technician $ Public Relations Specialist _ $ Construction Inspector $150 Rate Analyst $ Senior Rate Analyst $ Grant Analyst $ Grant Specialist $ Clerical/Administrative $70 Reimbursable Expenses: Direct costs such as postage, prints, and delivery services will be billed at cost. Mark-up % Sub-Consultants Fee: 10 % RFQ CW24-001 General Engineering Consulting Services Fee Schedule Exhibit B ATTACHMENT "A" City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts, leases,and agreements, the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as "Certificate Holder' and "The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+" or higher. (NOTE:An insurance contract or binder may be accepted as proof of insurance if a Certificate is provided upon selection of vendor.) Thefollowing is a list of types of insurance required of contractors. lessees, etc., and the limits required by the City: (NOTE: This list is not all inclusive, and the City reserves the right to require additional types of insurance, or to raise orlower the stated limits, based upon identified risk.) TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners & Contractor's Protective (OCP) Personal&Adv. Injury $ 1,000,000.00 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage (any one fire) $ 50,000,00 Broad Form Vendors Med. Expense (any one person) $ 5,000.00 Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability Professional Liability MM Aggregate $ 1,000,000.00 Automobile Liability Combined Single Limit $ 1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease, Policy Limit $ 1,000,000.00 Disease Each Employe( $ 1,000,000.00 Property: Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other-As Risk Identified to be determined INSURANCE ADVISORY FORM RFQ CW24-001 General Engineering Consulting Services Insurance Advisory ATTACHMENT "B" r�r Ow P 1 _ Y u 4.rON e`? AFFIDAVIT OF COMPLIANCE WITH FOREIGN ENTITY LAWS The undersigned, on behalf of the entity listed below("Entity"), hereby attests under penalty of perjury as follows: 1 Entity is not owned by the government of a foreign country of concern as defined in Section 287.138, Florida Statutes. (Source: § 287.138(2)(a), Florida Statutes) 2. The government of a foreign country of concern does not have a controlling interest in Entity. (Source: §287.138(2)(b), Florida Statutes) 3 Entity is not organized under the laws of, and does not have a principal place of business in, a foreign country of concern. (Source: § 287.138(2)(c), Florida Statutes) 4 The undersigned is authorized to execute this affidavit on behalf of Entity. FL— Date: ( ,{O6-r 7- , 20 aV Signed: 1 t Entity: hr n ) 100re ,,hi JI SsccfdLhs Name: (LSOn MC C [:i V Title: Vitt, I re stce,4 STATE OF 1,-LGft.ieR COUNTY OF 8VOL04 RD The foregoing instrument was acknowledged/1before me, by m ans of 62/physical presence or❑ online notarization, this 7h ("�day of ip�`Jei- _, 20 c71, by ,,,ICISGr1 M Clew- as ()IQ, .Sldef+n/� . for 1 Chrrt !"?�c r`n G",_) /yssncx4--s who is personally known to me or who has produced _as identification Notary Public Signature: St epForida at Lavta(.$Qal) I <,..54-17„:>,.:(7- Notary Public•State of Flonca Print Name: lel� g ,r icC _ _ cCommission x HH 526159 _,1. My Comm,Expires May t 2,2028 ic^cec tnrougn National Notary assn. My commission expires: 5ta/ao5- Affidavit of Compliance with Foreign Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Consulting Services Affidavit of Compliance with Foreign Entity Laws ttic*,:diiik O z O V yP '%.7-0,4f AFFIDAVIT OF COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS In accordance with section 787.06 (13), Florida Statutes, the undersigned, on behalf of the entity listed below("Entity"), hereby attests under penalty of perjury that: Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking." /AA A� Date:a;l[b2rr , 20 Signed: (' 1 Entity: (-e,n!Nr/1 on r aed 1("150c-rde5 M 1.Name: %(\ 1 lC W I(' Title: V t Cc 1 ( j.C.A STATE OF FLL2I DA COUNTY OF UtiI I) The foregoing instrum �lt was cknowledged before me, means of physical presence or 0 online notarizati n, thi/� day of _, 20��f c bk.Son .jc(J i 1T . by , as L/,C.e M c trAe,i, for e n 11joe fl' G i-IccGCtc(-Qs , who is personally known to me or who has produced as identification. Notary Public Signapre: ... ..--",4State of Florida at Large (Seal) Print Name: Jot ( , OS My commission expires: 5ig, gAzr ��s JOEL RAMOS I ,•`r 1 Notary Public•State of Florida i f,3 4Commission%HH 526te5 ••_,x My Comm.Expires May 12,2C2! I 3onaed through National Notary Assn. Affidavit of Compliance with Anti-Human Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Services Affidavit of Compliance with Anti-Human Trafficking Laws I rwo,� 1` o ti �Pu hTON e GENERAL ENGINEERING CONSULTING SERVICES AGREEMENT This Agreement ("Agreement"), is entered into between the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida,with a business address of 100 East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as"CITY",and CDM Smith,Inc.a[type of entity:corporation] authorized to do business in the State of Florida, with a business address of 621 NW 53RD Street, Suite 265, Boca Raton, FL 33487, hereinafter referred to as "VENDOR". In consideration of the mutual benefits, terms, and conditions hereinafter specified, the Parties agree as set forth below. WHEREAS, the CITY solicited proposals for a non-exclusive agreement to perform General Engineering Consulting Services, and WHEREAS, the CITY issued a Request for Qualification for General Engineering Consulting Services; and WHEREAS, RFQ No. CW24-001 defined Scope of Services for General Engineering Consulting Services; and WHEREAS, the CITY determined that VENDOR was qualified for appointment to perform the scope of services set forth in RFQ No. CW24-001; and WHEREAS, the CITY Commission on July 16, 2024, determined that VENDOR was qualified for appointment to perform the scope of services set forth in the Request For Qualifications RFQ No. CW24-001; and NOW,THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows: 1. SERVICES AND RESPONSIBILITIES. 1.1 VENDOR hereby agrees to perform the General Engineering Consulting Services, by way of individual Task Orders, at the request of the CITY during the term of this Agreement as more particularly described in the Request for Qualifications RFQ No. CW24-001 for General Engineering Consulting Services, which is incorporated herein by reference. The specific projects that may be assigned to the VENDOR are in conjunction with the specific ® box next to the Scope Category: EScope Category A Water Plant Modifications, Capacity and Operations Evaluation ®Scope Category B Infrastructure Improvements and Evaluations ®Scope Category C Ancillary Studies and Services EScope Category D Transportation Services ❑Scope Category E Architectural Services E Scope Category F Hydrogeological Services EScope Category G Green Infrastructure, Sustainability, and Resiliency Services EScope Category H Geotechnical Services EScope Category J Civil Land Development Services E Scope Category K Recreation and Parks Services 1.2 The VENDOR agrees to perform work assigned by Task Order(s) (the"Services") under such terms as set forth in the Task Order(s). The Task Order Form is attached hereto as Exhibit A. The terms of the Task Order(s) shall be supplemental to the terms of this Agreement. RFQ CW24-001 General Engineering Consulting Services A-1 1.3 VENDOR shall furnish all services, labor, equipment, supplies, and materials necessary and as may be required in the performance of this Agreement, except as otherwise specifically provided for herein, and all Services performed under this Agreement shall be done in a professional manner. 1.4 VENDOR assumes professional and technical responsibility for performance of its services to be provided hereunder in accordance with recognized professional and ethical guidelines established by their profession. If within one year following completion of its services, such services fail to meet the aforesaid standards,and the CITY promptly advises VENDOR thereof in writing, VENDOR agrees to re-perform such deficient services without charge to the CITY. 1.5 The relationship between CITY and VENDOR created hereunder and the services to be provided by VENDOR pursuant to this Agreement are non-exclusive. CITY shall be free to pursue and engage similar relationships with other VENDORS to perform the same or similar services performed by VENDOR hereunder, so long as no other consultant shall be engaged to perform the specific project(s)assigned to VENDOR while VENDOR is so engaged without first terminating such assignment. VENDOR shall be free to pursue relationships with other parties to perform the same or similar services, whether or not such relationships are for services to be performed within the CITY, so long as no such relationship shall result in a conflict of interest, ethical or otherwise, with the CITY's interests in the services provided by VENDOR hereunder. 1.6 The VENDOR is responsible for defects in its work and in the work of its Sub consultants'. 1.7 PRELIMINARY SERVICES PHASE: The VENDOR shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The VENDOR shall attend meetings with the CITY Commission and CITY staff as may be required, and provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents. 1.7.1 During the preliminary services phase, the VENDOR shall advise the CITY, based on VENDOR'S professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project;VENDOR to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY'S needs for surveys; perform site evaluations and comparative studies of prospective site and solutions; and prepare and furnish a report to the City setting forth the VENDOR'S findings and recommendations. 1.7.2 Preliminary design services to be performed by the VENDOR shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 1.7.3 VENDOR shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed project; and/or 1.7.4 Upon authorization of the CITY, the VENDOR will provide advice and assistance relating to operation and maintenance of project or other systems;evaluate and report on operations; assist the CITY in matters relating to regulatory agency operations review or operating permit non-compliance; assist with startup and operator training for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project. RFQ CW24-001 General Engineering Consulting Services A-2 1.8 BASIC SERVICES: The VENDOR shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY. 1.9 FINAL DESIGN SERVICES shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits, and landfill permits. 1.9.1 The VENDOR based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule, or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical,and electrical systems,and any other requirements or systems, materials and such other elements as may be appropriate for a complete project. The VENDOR shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1.9.2 The VENDOR based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY. The Construction Documents shall consist of drawings and specifications setting forth in detail the requirements for the construction of the project. 1.9.3 The VENDOR shall assist the CITY in the preparation of the necessary proposal information and forms. 1.9.4 The VENDOR shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1.9.5 The VENDOR shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1.9.6 VENDOR shall include in the Construction Documents a requirement that the construction contractor shall provide a final as-built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked-up construction drawings to the VENDOR so that the VENDOR can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1.9.7 Prior to final approval of the Construction Documents by the CITY,the VENDOR shall conduct a thorough review and quality control evaluation of the entire work product for compliance with the requirements of any local, state, or federal agency from which a permit or other approval is required. The VENDOR shall make sure that all necessary approvals have taken place. 1.9.8 Prior to each phased submittal, the VENDOR shall conduct a thorough quality control review and assessment of the work product to determine whether the work is properly coordinated and confirm that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The VENDOR shall provide to the RFQ CW24-001 General Engineering Consulting Services A-3 CITY a Quality Assurance and Quality Control plan in a format that advises the CITY that all work has been performed as required. A report shall be submitted in accordance with those standards to apprise the CITY that due care has been taken in the preparation of the Contract Documents. 1.9.9 The VENDOR shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable. The VENDOR shall comply with all of its governing laws, rules, regulations, codes, directives, and other applicable federal, state, and local requirements in preparation of the work. 1.10 The VENDOR shall provide the construction documents, technical specifications, and drawings completed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 1.11 The VENDOR, following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost, shall, when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals and assist in preparing contracts for construction. 1.11.1 The VENDOR shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY'S Procurement Administrative Policy Manual. 1.11.2 Any Opinion of the Construction Cost prepared by VENDOR represents its judgment as a design professional and is supplied for the general guidance of the CITY. Since VENDOR has no control over market conditions, VENDOR does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to the CITY. If the project is not advertised for proposals within three (3) months after delivery of Final Design Plans,through no fault of the VENDOR or if either local market conditions or industry-wide prices have changed because of unusual or unanticipated events affecting the general level of prices or times of delivery in the construction industry, the established Construction Cost limit may be adjusted as determined by the CITY'S Representative and as approved by the CITY, if necessary. Additionally, if the CITY expands a project scope of work after the VENDOR renders the Final estimated probable Construction Cost of the Final Design Plans, the VENDOR shall not be responsible for any redesign without compensation, which shall be mutually agreed to by the parties hereto. 1.11.3 The VENDOR shall provide the CITY with a list of recommended prospective bidders. 1.11.4 The VENDOR shall attend all pre-proposal/per-bid conferences. 1.11.5 The VENDOR shall recommend any addenda, through the CITY'S representative as appropriate, to clarify, correct, or change proposal documents. 1.11.6 If Pre-Qualification of bidders is required as set forth in the Request for Proposals, Request for Qualifications or Invitation to Bid (two-step bid process), VENDOR shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.11.7 If requested, VENDOR shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY. 1.12 The CITY shall make decision on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the work after receiving a recommendation from the VENDOR. The VENDOR shall check schedules, shop drawings and other submissions for the limited purpose of checking conformance with the concept of the project, and for compliance with the information given by the Construction Documents. The VENDOR shall also review change orders prepared and submitted by RFQ CW24-001 General Engineering Consulting Services A-4 Contractor and review and make recommendations to the City for progress payments to the Contractor based on each project schedule of values and the percentage of work completed. The VENDOR will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the construction of the assigned task order projects. 1.12.1 The CITY shall maintain a record of all change orders, which shall be categorized to the various types, causes, etc. that may be determined useful and necessary for its purpose. 1.12.2 If the VENDOR is not the Construction Manager for the construction, the CITY shall notify the VENDOR within three (3) business days of the discovery of any architectural/engineering error or omission so that the VENDOR can be part of the negotiations resolving the claim between the CITY and the Contractor. 1.13 The VENDOR shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination, when the schedule of values is found to be appropriate, the VENDOR shall sign the schedule of values indicated in the belief that the schedule of values constitutes a reasonable, balanced basis for payment of the Application for Payment to the Contractor. 1.14 The VENDOR shall perform on-site construction observation of each project based on the Construction Documents in accordance with paragraph 1.19 "Resident Project Services" of this Agreement. The VENDOR observation shall determine the progress of the work completed, and whether the work is proceeding in a manner indicating that the work when fully competed will be in accordance with the Construction Documents. On the basis of site visits, the VENDOR will provide the CITY with a written report of each site visit in order to reasonably inform the CITY of the progress of the portion of the work completed. The VENDOR shall endeavor to identify for the CITY any defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. The VENDOR shall not have control over or charge of, or responsibility for the construction means, methods, techniques, sequences or procedures. or for safety precautions and programs in connection with the work, nor shall the VENDOR be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The VENDOR shall not have control over or charge of,and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. Based on such observation and the Contractor's Application for Payment, the VENDOR shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated. By issuing a Certificate of Payment, the VENDOR will also represent to the CITY that to the best of its information and belief, based on what its observation has revealed, the work is in accordance with the Construction Documents. The VENDOR shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1.15 The VENDOR shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings, and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY'S version of AutoCad formats for archival purposes. 1.16 The VENDOR shall attend regularly scheduled progress meetings on site bi-monthly or as otherwise determined based on a specific need established prior to construction by the CITY. RFQ CW24-001 General Engineering Consulting Services A-5 1.17 The VENDOR shall review change orders prepared and submitted by the Contractor for the CITY'S approval. VENDOR shall not authorize any changes in the work or time, no matter how minor, without prior written approval by the CITY. 1.18 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by VENDOR,which shall be timely completed by Contractor to the satisfaction of the CITY,written notification to Contractor by VENDOR that all releases of liens are satisfied, and written recommendation by VENDOR for final payment to the Contractor which shall be at the sole discretion of the CITY. 1.19 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the VENDOR will, if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ("Resident Project Representative") of the VENDOR. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project Representative will endeavor to identify for the CITY any defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but are not limited to the following: a. Conducting all pre-construction conferences; b. Conducting all necessary construction progress meetings; c. Observation of the work in progress to the extent authorized by the CITY; d. Receipt, review coordination, and disbursement of shop drawings and other submittals; e. Maintenance and preparation of progress reports; f. Field observation and verification of quantities of equipment and materials installed; g. Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; h. Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project-related documents, and at the completion of each project, deliver all such records to the CITY; i. Preparation, update, and distribution of a project budget with each project schedule; j. Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; k. Scheduling and conducting monthly progress meetings at which CITY, Engineer, general contractor, trade contractor, utilities representatives, and suppliers can jointly discuss such matters as procedures, progress, problems, and scheduling. I. Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and/or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; m. Development and implementation of a system for the preparation, review, and processing of change orders; n. Maintenance of a daily log of each project; o. Recording the progress of each project, and submission of written monthly progress reports to the CITY, including information on the Contractors'work and the percentage of completion; p. Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; and q. Securing and transmitting to the CITY, required guarantees; affidavits; releases; key manuals; record drawings; and maintenance stocks; The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the VENDOR or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided, however, that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the VENDOR. The Resident Project Representative shall not have control over or charge of,or responsibility for the construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the work, nor shall the Resident Project Representative be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The Resident Project Representative shall not have control over or charge of, RFQ CW24-001 General Engineering Consulting Services A-6 and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the work. Although VENDOR shall not be responsible for health or safety programs or precautions related to CITY"s activities or those of CITY's other contractors and consultants or their respective subcontractors and vendors ("Contractors"), VENDOR shall nonetheless report to the Resident Project Representative health and safety conditions or deficiencies observed by VENDOR'S employees or representatives. VENDOR shall not be responsible for CITY's pre- existing site conditions or the aggravation of those preexisting site conditions to the extent not caused by the negligence or willful misconduct of VENDOR. VENDOR shall not be responsible for inspecting, observing, or correcting health or safety conditions or deficiencies of CITY, Contractors, or others at the project site ("Project Site") other than for VENDOR's employees, sub-consultants, and vendors. 1.20 ADDITIONAL SERVICES 1.20.1 When additional services are necessary, they shall be specified in the written Task Order. Examples of additional non-exclusive services are: a. Preparation of applications and supporting documents for private or governmental grants, loans, or advances in connection with any particular project. b. Services to make measured drawings of or to investigate existing conditions or facilities or to verify the accuracy of drawings or other information furnished by or to the CITY. c. Services resulting from significant changes in the general scope, extent, or character of any particular project or its design, including but not limited to changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the VENDOR'S control. d. Providing renderings or models for the CITY's use. e. Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out-of-sequence work. f. Investigations and studies involving but not limited to, detailed considerations of operations, maintenance, and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies; cash flow and economic evaluations, rate schedules, and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY. g. Assistance in connection with Proposal/proposal protests, re-bidding or re- negotiating contracts for construction, materials, equipment, or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the VENDOR (e.g. defective plans and/or specifications which inhibit contractors from submitting proposals)in which event there shall be no additional cost for the provision of such services. h. Preparing to serve or serving as a VENDOR or witness for the CITY in any litigation, arbitration, or other legal or administrative proceeding. i. Additional services in connection with a project not otherwise provided for in this Agreement. RFQ CW24-001 General Engineering Consulting Services A-7 j. Services in connection with a field order or change order requested by the CITY. k. Providing artwork, models, or renderings as requested by the CITY. 1.21 When required by the Construction Contract documents in circumstances beyond the VENDOR'S control, and upon the CITY'S authorization, it will furnish the following additional services. a. Services in connection with work changes necessitated by unforeseen conditions encountered during construction. b. Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the VENDOR. c. Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3)acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the VENDOR or if the VENDOR fails to notify the Contractor of the deficient quality of their workmanship pursuant to VENDOR'S duties as described in the Contract Documents, the VENDOR's additional services shall be deemed part of Basic Services and compensated as such. d. Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. e. Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and/or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. f. Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the VENDOR in which case such services shall be deemed Basic Services. Except when caused by a design error by the VENDOR, the cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. 1.22 CITY'S RESPONSIBILITIES 1.22.1 The CITY shall do the following in a timely manner so as not to delay the services of the VENDOR: 1.22.2 Designate in writing a person or persons to act as the CITY's representative with respect to the services to be rendered under this Agreement. Such person(s) shall have complete authority to transmit instructions and receive information with respect to the VENDOR'S services for a particular project.The CITY may have multiple CITY Representative(s) or project managers during the performance of this Agreement based on the specific Task Orders from each of the Scope Categories. 1.22.3 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. 1.22.4 Assist the VENDOR by providing, at the VENDOR's request, all available information pertinent to the Project, including previous reports and any other data relative to the design or construction of the project. RFQ CW24-001 General Engineering Consulting Services A-8 1.22.5 Furnish to the VENDOR, if required for the performance of VENDOR's services (except where otherwise furnished by the VENDOR as Additional Services), the following: 1.22.6 Data prepared by, or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests, and inspection of samples, materials, and equipment; 1.22.6.1 Appropriate professional interpretations of all of the foregoing; 1.22.6.2 Environmental assessment and impact statements; 1.22.6.3 Property, boundary, easement, right-of-way, topographic and utility surveys; 1.22.6.4 Property descriptions; 1.22.6.5 Zoning, deed, and other land use restrictions; 1.22.6.6 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the VENDOR; and 1.22.6.7 Arrange for access to make all provisions for the VENDOR to enter upon the CITY's property as required for the VENDOR to perform services under this Agreement. 1.22.6.8 Consistent with the professional standard of care and unless otherwise specifically provided herein, VENDOR shall be entitled to rely upon the accuracy of data and information provided by the CITY or others without independent review or evaluation. 1.23 SEQUENCE OF EVENTS 1.23.1 Following receipt of any Task Order, the VENDOR shall submit to the CITY, at least five (5) business days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations. 1.23.2 Task Orders will be issued to the VENDOR in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non-performance by VENDOR pursuant to this Agreement. 1.23.3 In accordance with the CITY's Purchasing Policy Manual, proposals received by the VENDOR as a result of a Task Order that exceeds the Procurement threshold amount, will require approval from CITY Commission before the execution of services. 1.23.4 When the CITY issues Task Orders to the VENDOR, each authorization shall contain a stated completion schedule. If caused by the negligent errors or omissions of VENDOR, failure of the VENDOR to meet the stated schedule shall constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. 1.23.5 It is anticipated and intended that the VENDOR will be authorized to begin new Task Order(s) on a "rolling" basis, as some already assigned Task Orders near timely completion. If a subsequent Task Order is issued to the VENDOR before it has completed the current Task Order, the completion date for each Task Order will remain independent of each other so that the VENDOR will prioritize the uncompleted Task Order from the first Task Order and finish as soon as practical. Failure to RFQ CW24-001 General Engineering Consulting Services A-9 complete the"older"Task Orders in a timely manner may adversely impact continued early authorization to start subsequent work. 1.23.6 When the VENDOR has exceeded the stated completion date, including any extension for extenuating circumstances, which may have been granted, a written notice of Default will be issued within seven (7) calendar days of the date that the default became active with a requirement of seven (7) calendar days to cure said default, to the VENDOR and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured. 1.23.7 Should the VENDOR exceed the assigned completion time, the CITY reserves the right not to issue to the VENDOR any further Task Order(s) until such time as it is no longer in default and the VENDOR has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent Task Orders. This restricted issuance provision may result in the VENDOR not being issued all of the planned work the CITY anticipated in this Agreement. The VENDOR shall have no right to the balance of any work or to any compensation associated with these non-issued Task Orders due to the VENDOR being rendered in default. 1.23.8 Should the VENDOR remain in default for a period of fifteen(15)consecutive calendar days beyond the time frame provided in Paragraph 1.23.6, the CITY may at its sole option retain another VENDOR to perform any Services arising out of this Agreement and/or terminate this Agreement. 1.24 DEFINITION OF DEFAULT 1.24.1 An event of default shall mean a material breach of this Agreement. Without limiting the generality of the foregoing and in addition to those instances referred to as a material breach, an event of default shall include the following: a. VENDOR has not performed services on a timely basis due to VENDOR's negligent errors or omissions; b. VENDOR has refused or failed to supply enough properly skilled personnel; c. VENDOR has failed to make prompt payments to VENDOR's sub-consultants or suppliers for any services after receiving payment from the CITY for such services or supplies; d. VENDOR has failed to obtain the approval of the CITY where required by this Agreement; e. VENDOR has refused or failed to provide the services as defined in this Agreement; f. VENDOR has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety(90) calendar days of such date; g. CITY has failed to make payments to VENDOR in accordance with the requirements of this Agreement; 1.24.2 In the event of Default, the VENDOR shall be liable for all damages resulting from the Default including: a. The difference between the amount that has been paid to the VENDOR and the amount required to complete the VENDOR's Services, provided the fees by the firm replacing the VENDOR are reasonable and the hourly rates do not exceed the VENDOR'S rates. This amount shall also include procurement and administrative costs incurred by the CITY. b. In the event of default by the City, VENDOR may suspend the Services pending receipt of such payment. 1.24.3. The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of RFQ CW24-001 General Engineering Consulting Services A-10 the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. 1.25 VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY. The CITY's Representative during the performance of this Agreement shall be Keith Webber, 1.26 or Designee. The VENDOR's Representative during the performance of the Agreement shall be Suzanne 1.27 Mechler(mechlerse@cdmsmith.com). 2. TERM. The initial Agreement period shall be for an initial term of two (2) years, commencing on 11/19/2024, and shall remain in effect through 11/18/2026. The City reserves the right to automatically renew the Agreement for two (2) two-year renewals subject to termination clause(s) as provided herein. The City requires firm fixed rates for the initial agreement term. Either party must give a sixty (60) calendar day(s) written notice prior to the Agreement anniversary date of the intent to not renew for the renewal term. The initial term and any exercised renewal terms are collectively referred to as the "Term." Automatic renewal terms will be based on the same terms, conditions, pricing, specifications, and services herein. The VENDOR understands and acknowledges that all services to be performed will be governed by this Agreement and that there is no guarantee of any assignment, minimum amount of professional services, compensation, or future work being given to the VENDOR. 3. Limited Term Extension: The CITY may, at its sole discretion and without further City Commission action, extend the term of this Agreement for an additional one-hundred and eighty (180) calendar days (the "limited term extension") by filing a written notice signed by the Vendor and the City's Purchasing Department. At no time shall this limited term extension extend more than one-hundred eighty (180) calendar days beyond the expiration date of this Agreement without further City Commission approval. The VENDOR will be reimbursed for these services at the rate in effect when this limited term extension clause was invoked by the CITY. 4. TIME OF PERFORMANCE/METHOD OF ORDERING SERVICES. 4.1. Services under this Agreement shall commence upon the CITY's written notice to the VENDOR through an executed Task Order. The VENDOR shall perform all Services and provide all work products required pursuant to this Agreement and the specific Task Order by the sequence of events, or unless the CITY grants an extension of time in writing. 4.2. Limitations. No Task Order issued under this Agreement will be valid if the estimated construction cost of the specific project or the study activity fee exceeds the amounts set forth in Section 287.055, Florida Statutes. 4.3. VENDOR shall complete each Task Order executed during the Term without regard to whether such completion would cause Services to be performed after the expiration date of this Agreement. Any Task Order for which performance extends beyond the Term may be amended after that expiration date, provided that any additional Services, time, and compensation are permitted under this Agreement. The terms and conditions of this Agreement shall continue to govern Task Orders notwithstanding the expiration of this Agreement. 5. PAYMENT. The VENDOR shall be paid by the CITY for completed work and for Services rendered as follows: a. Payment for the Services provided by VENDOR shall be made in accordance with the Fee Schedule as provided in Exhibit B attached hereto. b. Payment as provided in this section by the CITY shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment, and incidentals necessary to complete the Services. c. Compensation for vendor's sub-consultants will be negotiated based on each Task Order. Compensation will be through a direct mark-up in accordance with the Fee Schedule attached RFQ CW24-001 General Engineering Consulting Services A-11 hereto. Sub-consulting services shall be approved by the City's representative in writing prior to performance of the sub-consulting work. Consulting time for processing and management of the VENDOR's sub-consultant shall not be included in direct cost as the direct mark-up is applied for management efforts. d. The VENDOR may submit invoices to the CITY once per month during the progress of the Srevices for partial payment. Such invoices will be checked by the CITY, and upon approval thereof, payment will be made to the VENDOR in the amount approved. e. In certain cases where incremental billing for partially completed Services is permitted by the CITY's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f. Computation of Time Charges/Not-to-Exceed Method of Payment: When a service is to be compensated based on time charge/not-to-exceed method, the VENDOR shall submit a not- to-exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates,which shall not exceed the established hourly rates set forth in the Fee Schedule, plus any sub-consultant services and other related costs supporting the proposed Services. The CITY shall not be obligated to reimburse the VENDOR for costs incurred in excess of the total not-to-exceed cost amount. g. Final payment of any balance due to the VENDOR of the total Task Order price earned will be made promptly upon its ascertainment and verification by the CITY after the completion of the Services under this Agreement and its acceptance by the CITY. h. Final Invoice: In order for both parties herein to close their books and records, the VENDOR will clearly state"Final Invoice"on the VENDOR's final/last billing to the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, any other further charges, if not properly included on this invoice, are considered waived by the VENDOR. i. The VENDOR's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the CITY and State for a period of five (5) years after the termination of the Agreement. Copies shall be made available upon request. j. Hourly rates shall remain fixed and firm for the initial two (2) year period of this Agreement. Cost of subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes as determined by the City, have occurred in the industry, such increases shall not exceed 5% per year, or whichever is less, the latest yearly percentage increase in the All Urban Consumer Price Index (CPI-U) (National) as published by the Bureau of Labor Statistics, U.S. Department of Labor. The yearly increase or decrease in the CPI shall be based on the latest index published and available ninety (90) calendar days prior to the end of the Agreement year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) calendar days prior to the Agreement anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of this Agreement. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the VENDOR, a reasonable reduction in costs that reflect such changes in the industry. All rate increases above 2% must be approved by the City Commission on the recommendation of the Director of Financial Services. k. The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the CITY does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the CITY, the Agreement may be canceled by the CITY upon giving thirty(30) calendar days' written notice to the VENDOR. I. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes. RFQ CW24-001 General Engineering Consulting Services A-12 6. OWNERSHIP AND USE OF DOCUMENTS. Upon completion of any project / Task Order and final payment to VENDOR, all documents, drawings, specifications, and other materials produced by the VENDOR in connection with the services rendered under this Agreement shall be the property of the CITY whether the project for which they are made is executed or not. Notwithstanding the foregoing, the VENDOR shall maintain the rights to reuse standard details and other design copies, including reproducible copies, of drawings and specifications for information, reference, and use in connection with VENDOR's endeavors. Any use of the documents for purposes other than as originally intended by this Agreement,without the written consent of VENDOR, shall be at the CITY's sole risk and without liability to VENDOR and VENDOR's sub-consultants. 7. FUNDING.This Agreement shall remain in full force and effect only as long as the expenditures provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 8. WARRANTIES AND REPRESENTATIONS. VENDOR represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this Agreement and that it will retain and assign qualified professionals to all assigned projects during the term of this Agreement. VENDOR's Services shall meet or exceed the standard of care and skill ordinarily used by members of VENDOR's profession practicing under similar circumstances. In submitting its response to the RFQ, VENDOR has represented to CITY that certain individuals employed by VENDOR shall provide services to CITY pursuant to this Agreement. CITY has relied upon such representations. Therefore,VENDOR shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 9. COMPLIANCE WITH LAWS. VENDOR shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances, and regulations that are applicable to the services to be rendered under this Agreement. 10. INDEMNIFICATION. The VENDOR shall indemnify and hold harmless CITY and its current, past, and future officers and employees from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys'fees,to the extent caused by the negligence, recklessness,or intentionally wrongful conduct of VENDOR or other persons employed or utilized by VENDOR in the performance of this Agreement. Neither party to this Agreement shall be liable to any third party claiming directly or through the other respective party, for any special, incidental, indirect, or consequential damages of any kind, including but not limited to lost profits or use that may result from this Agreement or out of the services or goods furnished hereunder. B. The parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or§768.28, Fla. Stat., as may be amended from time to time. PURSUANT TO FLORIDA STATUTE, NO INDIVIDUAL DESIGN PROFESSIONAL EMPLOYED BY OR ACTING AS AN AGENT OF VENDOR MAY BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM THE NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF THIS AGREEMENT 11. INSURANCE. A. During the performance of the services under this Agreement, VENDOR shall maintain the following insurance policies, and provide originals or certified copies of all policies to CITY's Risk Management Director. All policies shall be written by an insurance company authorized to do business in Florida. VENDOR shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any service pursuant to this Agreement: a. Worker's Compensation Insurance: The VENDOR shall procure and maintain for the life of this Agreement, Worker's Compensation Insurance covering all employees RFQ CW24-001 General Engineering Consulting Services A-13 with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any subcontractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton Beach, executed by the insurance company. b. Comprehensive General Liability: The VENDOR shall procure and maintain for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations; Independent consultants, Products-Completed Operations, and Contractual Liability with specific reference to Article 7, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury, or property damage that could arise directly or indirectly from the performance of this Agreement. VENDOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/and $1,000.000 per occurrence/aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty(30)calendar days prior written notice to the CITY. c. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of this Agreement, Business Automobile Liability Insurance. The VENDOR shall maintain a minimum amount of$1,000,000 combined single limit for bodily injury and property damage liability to protect the VENDOR from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non-owned automobile, included rented automobiles, whether such operations be by the VENDOR or by anyone directly or indirectly employed by the VENDOR. d. Professional Liability (Errors and Omissions) Insurance: The VENDOR shall procure and maintain for the life of this Agreement in the minimum amount of $1,000,000 per occurrence. e. Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined appropriate by the CITY depending on the type of job and exposures contemplated. Coverage must follow the form of the General Liability, Auto Liability, and Employer's Liability. This coverage shall be maintained for a period of no less than the later of three (3) years after the delivery of goods/services or final payment pursuant to the Agreement. B. VENDOR shall provide the CITY with all Certificates of Insurance required under this section prior to beginning performance under this Agreement. Failure to maintain the required insurance will be considered a default of the Agreement. C. The CITY shall be named as an additional insured. The coverage shall contain no limitations on the scope of protection afforded to the CITY, its officers,officials,employees,or volunteers.A current valid insurance policy meeting the requirements herein identified shall be maintained during the duration of this Agreement, and shall be endorsed to state that coverage shall not be suspended, voided, or canceled by either party, reduced in coverage in limits except after thirty (30) calendar days prior written notice by either certified mail, return receipt requested, has been given to the CITY. D. The CITY reserves the right to reasonably require any additional insurance coverage or increased limits as determined necessary by the Risk Management Director. The CITY reserves the right to review, modify, reject, or accept any required policies of insurance, including limits, coverage, or endorsements throughout the term of the Agreement. 12. INDEPENDENT VENDOR/CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an independent vendor/contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither VENDOR nor any employee of VENDOR shall be entitled to any benefits accorded CITY employees by virtue of the services provided under this Agreement. The CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or for contributing RFQ CW24-001 General Engineering Consulting Services A-14 to the state industrial insurance program, otherwise assuming the duties of an employer with respect to VENDOR, or any employee of VENDOR. 13. COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the VENDOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the VENDOR any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 14. TRUTH-IN-NEGOTIATION CERTIFICATE. A. Execution of this Agreement by the VENDOR shall act as the execution of a truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement is accurate, complete, and current as of the date of the Agreement and no higher than those charged the VENDOR's most favored customer for the same or substantially similar service. B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non-current wage rates or due to inaccurate representations of fees paid to outside VENDORs. The CITY shall exercise its rights under this "Certificate"within one (1)year following payment. 15. SUBCONTRACTING. A. VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY B. The CITY reserves the right to accept the use of a sub-consultant or to reject the selection of a particular sub-consultant and to inspect all facilities of any sub-consultant in order to make a determination as to the capability of the sub-consultant to perform properly under this Agreement. If the VENDOR uses any sub-consultants on this project, the following provisions of this Article shall apply: C. If a sub-consultant fails to perform or make progress, as required by this Agreement, and it is necessary to replace the sub-consultant to complete the Services in a timely fashion, the VENDOR shall promptly do so, subject to acceptance of the new sub-consultant by the CITY. The substitution of a sub-consultant shall not be adequate cause to excuse a delay in the performance of any portion of this Agreement as set forth in the Scope of Work or applicable Task Order. D. The VENDOR, its sub-consultants, agents, servants, or employees agree to be bound by the terms and conditions of this Agreement and its agreement with any sub-consultant for work to be performed for the CITY the VENDOR must incorporate the terms of this Agreement. 16. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 17. ASSIGNMENT. The VENDOR shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY. 18. NON-WAIVER.A waiver by either CITY or VENDOR of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. 19. TERMINATION. RFQ CW24-001 General Engineering Consulting Services A-15 A. Termination for Convenience. This Agreement may be terminated by the CITY for convenience, upon fourteen (14) calendar days of written notice by the terminating party to the other party for such termination in which event the VENDOR shall be paid its compensation for services performed to the termination date, including services reasonably related to termination. In the event that the VENDOR abandons the Agreement or causes it to be terminated,the VENDOR shall indemnify the CITY against loss pertaining to this termination. B. Termination for Cause. In addition to all other remedies available to CITY, this Agreement shall be subject to cancellation by CITY for cause, should VENDOR neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by VENDOR of written notice of such neglect or failure. 20. DISPUTES. A. Any and all legal action necessary to enforce the terms of this Agreement shall be governed by the laws of the State of Florida. Any legal action arising from the terms of this Agreement shall be submitted to a court of competent jurisdiction exclusively located in Palm Beach County. B. Correction of Work. If, in the judgment of CITY, work provided by VENDOR does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, CITY reserves the right to require that VENDOR correct all deficiencies in the work to bring the work into conformance without additional cost to CITY, and/or replace any personnel who fail to perform in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-conformance and the quality of workmanship. C. Remedies in Default. In case of default by VENDOR, CITY shall notify VENDOR, in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct VENDOR to comply with all provisions of the Agreement. If the abandonment, delay, refusal,failure, neglect,or default is not cured within seven (7) calendar days of when notice was sent by CITY, CITY may declare a default of the Agreement and notify VENDOR of such declaration of default and terminate the Agreement. a. Upon such declaration of default, all payments remaining due VENDOR at the time of default, less all sums due CITY for damages suffered or expenses incurred by reason of default, shall be due and payable to VENDOR. b. CITY may complete the Agreement, or any part thereof, either by day labor, use of a subcontractor, or by re-letting a contract for the same, and procure the equipment and the facilities necessary for the completion of the Agreement, and charge the cost of same to VENDOR together with the costs incident thereto to such default. c. In the event CITY completes the Agreement at a lesser cost than would have been payable to VENDOR under this Agreement, if the same had been fulfilled by VENDOR, CITY shall retain such differences. Should such cost to CITY be greater, VENDOR shall pay the amount of such excess to the CITY. d. Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the Agreement at any time,whenever the service provided by VENDOR fails to meet reasonable standards of the trade after CITY gives written notice to the VENDOR of the deficiencies as set forth in the written notice within thirty(30) calendar days of the receipt by VENDOR of such notice from CITY. 21. UNCONTROLLABLE FORCES. 21.1 Neither the CITY nor VENDOR shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, RFQ CW24-001 General Engineering Consulting Services A-16 earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 21.2 Neither party shall, however, be excused from performance if non-performance is due to forces,which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. CITY PROVIDED INFORMATION AND SERVICES. 22.1 CITY shall furnish VENDOR available studies, reports, and other data pertinent to VENDOR'S services; obtain or authorize VENDOR to obtain or provide additional reports and data as required; furnish to VENDOR services of others required for the performance of VENDOR's Services hereunder, and VENDOR shall be entitled to use and rely upon all such information and services provided by CITY or others in performing VENDOR's Services under this Agreement. 23. ESTIMATES AND PROJECTIONS. 23.1 In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, VENDOR has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs;competitive bidding procedures and market conditions;time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, VENDOR makes no warranty that CITY's actual project costs, financial aspects, economic feasibility, or schedules will not vary from VENDOR's opinions, analyses, projections, or estimates. 24. THIRD PARTIES. 24.1 The services to be performed by VENDOR are intended solely for the benefit of CITY. No person or entity not a signatory to this Agreement shall be entitled to rely on VENDOR's performance of its services hereunder, and no right to assert a claim against VENDOR by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of VENDOR's services hereunder. 25. NOTICES. Notices to the CITY shall be sent to the following address: Daniel Dugger, City Manager City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, FL 33435 Telephone No. (561) 742-6000 Notices to VENDOR shall be sent to the following address: ATTN: Suzanne Mechler CDM Smith, Inc. Address: 621 NW 53rd Street Suite 265 Boca Raton, FL 33487 Phone: 561-571-3800 Email: mechlersecdmsmith.com 26. INTEGRATED AGREEMENT. This Agreement, together with RFQ and any addenda and/or attachments, represents the entire and integrated Agreement between the CITY and the VENDOR and supersedes all RFQ CW24-001 General Engineering Consulting Services A-17 prior negotiations, representations, or agreements, written or oral. This Agreement may be amended only by written instrument signed by both CITY and VENDOR. 27. PUBLIC RECORDS.The CITY is a public agency subject to Chapter 119, Florida Statutes. The VENDOR shall comply with Florida's Public Records Law. Specifically, the VENDOR shall: A. Keep and maintain public records required by the CITY to perform the service; B. 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 Chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and, following completion of the Agreement, VENDOR shall maintain in a secured manner all copies of such confidential and exempt records remaining in its possession once the VENDOR transfers the records in its possession to the CITY; and D. Upon completion of the Agreement, VENDOR shall transfer to the CITY, at no cost to the CITY,all public records in VENDOR's possession.All records stored electronically by VENDOR 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 VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 TELEPHONE: 561-742-6060 CityClerk(a�bbfl.us 28. E-VERIFY. 28.1 VENDOR certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. Definitions for this Section: A. "Contractor, Vendor, Proposer, Consultant" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. B. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for a salary, wages, or other remuneration. C. "E-Verify system" means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. RFQ CW24-001 General Engineering Consulting Services A-18 28.1.2 Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E- Verify System in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: A. All persons employed by a Contractor to perform employment duties within Florida during the term of the Agreement; B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and C. By entering into this Agreement, the Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. 28.1.3 Contract Termination. If the City has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09 (1), Fla. Stat., the contract shall be terminated 29. SCRUTINIZED COMPANIES 287.135 and 215.473. By execution of this Agreement, VENDOR certifies that VENDOR is not participating in a boycott of Israel. VENDOR further certifies that VENDOR is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has VENDOR been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The CITY shall provide notice, in writing, to VENDOR of the CITY's determination concerning the false certification. VENDOR shall have five (5)calendar days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, VENDOR shall have ninety(90)calendar days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If VENDOR does not demonstrate that the CITY's determination of false certification was made in error then the CITY shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 30. SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign immunity by the CITY or as a waiver of limits of liability or rights the CITY may have under the doctrine of sovereign immunity or under Section 768.28, Florida Statutes. 31. CONFLICTS. If there is a conflict or inconsistency between any term, statement, requirement, or provision of this Agreement, Exhibits, any Task Order, VENDOR's Proposal, or other documents incorporated into this Agreement, such conflict shall be resolved pursuant to the following order of precedence (1) this Agreement, (2) any Task Order, (3)the RFQ, and (4)VENDOR's Proposal. 32. COMPLIANCE WITH STATE ENERGY POLICY AND CONSERVATION ACT.VENDOR shall comply with all mandatory standards and policies relating to energy efficiency contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Pub. L. 94-163, 89 Stat. 871). 33. DOMESTIC PREFERENCE FOR PROCUREMENTS. As appropriate and to the extent consistent with law, the VENDOR should,to the greatest extent practicable, provide a preference for the purchase, acquisition,or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items RFQ CW24-001 General Engineering Consulting Services A-19 and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe;aggregates such as concrete;glass, including optical fiber; and lumber. 34. LICENSE AND DELIVERY OF WORKS SUBJECT TO COPYRIGHT AND DATA RIGHTS. If applicable,the VENDOR grants to CITY, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this Agreement, VENDOR will identify such data and grant to the CITY or acquire on its behalf a license of the same scope as for data first produced in the performance of this contract. Data, as used herein,shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this Agreement, VENDOR will deliver to the VENDOR data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this Agreement in formats acceptable by VENDOR. 35. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or any subcontractor will have access to an individual's personal identifying information under this Agreement. VENDOR represents and certifies: (i) VENDOR is not owned by the government of a foreign country of concern; (ii) the government of a foreign country of concern does not have a controlling interest in VENDOR; and (iii) VENDOR is not organized under the laws of and does not have its principal place of business in, a foreign country of concern. Prior to VENDOR and any subcontractor having access to personal identifying information pursuant to this Agreement, VENDOR and any subcontractor shall submit to City executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes.Compliance with the requirements of this section is included in the requirements of a proper invoice. Terms used in this section that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes. 36. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, VENDOR shall provide CITY with an affidavit attesting that the VENDOR does not use coercion for labor or services,in accordance with Section 787.06(13), Florida Statutes. 37. COUNTRIES OF CONCERN. VENDOR represents that it is, and for the duration of the Term will remain, in compliance with Section 286.101, Florida Statutes. 38. DULY LICENSED. VENDOR represents that it is duly licensed in Florida to perform the Services under this Agreement and that it will continue to maintain all licenses and approvals required to conduct its business. SIGNATURE PAGE FOLLOWS RFQ CW24-001 General Engineering Consulting Services A-20 "This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes." IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be considered an original on the following dates: DATED this "ay of AiD 0 , 200_. CITY OF BOYNTON BEACH ( . F.: . AO, ,, 2, 102r. at ' k t+1,1 Ty Pense_,•,, or (Aut orized Official Name), (Vendor) At _A1►U�'L Cif\ {� \tC_\\-C( Print Name of Authorized Official \I i( Pres, A-} , Title `\`o o i l i i I i i ,�� I SMIT/y ;`gyp • �4, V C+ ; - �pYNToA, 1 = (Cbr�Qa e SRe •0:•00)0RgT�.���11' ',., SEAL co • SEAL = s .:: z. •= , Attest/i ythehttCiAt! % i : INCORPORATED; $ S. $14 • 1920 ; /� �''''�� 19T,o�,,�,N`'� 111 , 4 Ci.. / E �'L.4 t-4- 1`�`.,FCORID' Witness i ''LI Ai- ! ? Tarr Print Name Approved as to Form: W4A Shawna G. Lamb, 0 ice of the City Attorney Att:st/ then ated 4 , I r, '` Maylee I esus, City Clerk F RFQ CW24-001 General Engineering Consulting Services A-21 EXHIBIT A Form of Task Order CITY OF BOYNTON BEACH General Engineering Consulting Services Task Order Task Order No. Consultant: 1. Task/Project. (Insert title and brief description) 2. Detailed Scope of Professional Services. A detailed scope of services under this Task Order, in accordance with the phases of service detailed in the Agreement, is attached as Exhibit 3. Deliverables and Schedule. For study/design related services: Consultant shall deliver to the City the deliverables specified at the time indicated on the attached Exhibit For project administration services: Consultant shall provide project/construction administration services in accordance with the Agreement and project schedule. 4. Compensation. The total estimated construction costs of the Project or the cost of the study or report for this Task Order may not exceed the amounts set forth in Section 287.055, Florida Statutes. The total Fee to be paid to the Consultant under this Task Order shall not exceed , based on the hourly rates currently in effect under the Agreement. A detailed fee schedule is attached as Exhibit The payment schedule (based on deliverables) is attached as Exhibit 5. Agreement Reference. This Task Order shall be performed under the terms and conditions described within the General Engineering Consulting Services Agreement, dated , 20 , by and between the City of Boynton Beach and ("Consultant"), Contract No. 6. Insurance. Consultant shall maintain insurance coverages in accordance with the Agreement and hereby confirms that Certificate(s) of Insurance evidencing current policies meeting the requirements of the Agreement are on file with the City as of the date of this Task Order. 7. Exhibits. All attached Exhibits are incorporated fully into this Task Order and the Agreement. RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A 8. Notice to Proceed (Task Order Form and Purchase Order). ❑ If checked, Consultant's receipt of a fully-executed copy of this Task Order and Purchase Order (PO) shall serve as the Notice to Proceed under this Task Order, effective as of the date the fully-executed Task Order was emailed to the Consultant. ❑ If checked, Consultant shall commence Services under this Task Order as specified in a forthcoming Purchase Order (PO) and Notice to Proceed. CONSULTANT: CITY OF BOYNTON BEACH By: By: Daniel Dugger, City Manager Print Name: Date: , 20_ Date: , 20_ City Attorney's Office Approved as to form and legality By: RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A EXHIBIT B Fee Schedule PERSONNEL CLASSIFICATIONS HOURLY RATE Principal $300.00 Project Manager $280.00 Senior Engineer — $260.00 Process Engineer $260.00 Sr. Electrical Engineer $270.00 Electrical Engineer $200.00 Process Control/Inst. Engineer $250.00 Sr. Mechanical Engineer $270.00 Mechanical Engineer $200.00 Engineer $200.00 Designer $180.00 GIS Specialist $200.00 Structural Engineer $160.00 Public Relations Specialist $170.00 Construction Inspector $180.00 Senior Rate Analyst $280.00 Clerical/Administrative $130.00 Reimbursable Expenses: Direct costs such as postage, prints, and delivery services will be billed at cost. Mark-up % Sub-Consultants Fee: 10 RFQ CW24-001 General Engineering Consulting Services Fee Schedule Exhibit B ATTACHMENT "A" City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts,leases,and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured.This is done by providing a Certificate of Insurance listing the City as "Certificate Holder" and "The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+"or higher. (NOTE:An insurance contract or binder may be accepted as proof of insurance if a Certificate is provided upon selection of vendor.) Thefollowing is a list of types of insurance required of contractors, lessees, etc., and the limits required by the City: (NOTE:This list is not all inclusive, and the City reserves the right to require additional types of insurance, or to raise orlower the stated limits,based upon identified risk.) TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners &Contractor's Protective (OCP) Personal &Adv. Injury $ 1,000,000.00 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage (any one fire) $ 50,000.00 Broad Form Vendors Med. Expense(any one person) $ 5,000.00 Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability Professional Liability Aggregate $ 1,000,000.00 Automobile Liability Combined Single Limit $1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease, Policy Limit $ 1,000,000.00 Disease Each Employe $ 1,000,000.00 Property: Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other-As Risk Identified to be determined • INSURANCE ADVISORY FORM RFQ CW24-001 General Engineering Consulting Services Insurance Advisory ATTACHMENT "B" h*on e AFFIDAVIT OF COMPLIANCE WITH FOREIGN ENTITY LAWS The undersigned,on behalf of the entity listed below("Entity"), hereby attests under penalty of perjury as follows: 1. Entity is not owned by the government of a foreign country of concern as defined in Section 287.138, Florida Statutes. (Source: § 287.138(2)(a), Florida Statutes) 2. The government of a foreign country of concern does not have a controlling interest in Entity. (Source: §287.138(2)(b), Florida Statutes) 3. Entity is not organized under the laws of, and does not have a principal place of business in, a foreign country of concern. (Source: § 287.138(2)(c), Florida Statutes) 4. The undersigned is authorized to execute this affidavit on behalf of Entity. October 18 / Date: , 2024 Signed: Entity: CDM Smith Inc. Name: Are Mechler Title: e President STATE OF Florida COUNTY OF Orange The foregoing instrument was acknowledged before me, by means of® physical presence or LI online notarization, this 18th day of October , 20 24, by Suzanne Mechler as Vice President for CDM Smith Inc. , who is ersonally known to me r who has produced as identification. ep( f / • Notary Public Signature: ' State of Florida at Large (Seal) Print Name: Kelsey Azadian Yn�, KELSEYAZADIAN MY COMMISSION p HH 398510 EXPIRES:June 20,2027 My commission expires: June 20, 2027 Affidavit of Compliance with Foreign Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Consulting Services Affidavit of Compliance with Foreign Entity Laws ��r Oe I (` o \ _ 4P �rON 6 AFFIDAVIT OF COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS In accordance with section 787.06 (13), Florida Statutes, the undersigned, on behalf of the entity listed below("Entity"), hereby attests under penalty of perjury that: Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking." /A 20 Date: October 18 24 Signed: Entity: CDM Smith Inc. Name: Arne Mechler Title: Vice President STATE OF Florida COUNTY OF Orange The foregoing instrument was acknowledged before me, by means of 431 physical presence or ❑ online notarization, this 18th of October day of _, 2024 , by , as Suzanne Mechler as Vice President for CDM Smith Inc. , who is 4 .prsonally known to mor who has produced as Iden cation. Notary Public Signature: ' 41 / State of Fiorillo at I arae(Seall _ Print Name: Kelsey Azadian ; KELSEYAZADIAN MY COMMISSION#HH 398510 e: EXPIRES:June 20,2027 ... y commission expires: June 20, 2027 Affidavit of Compliance with Anti-Human Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Services Affidavit of Compliance with Anti-Human Trafficking Laws Y CA i4P0 ``r GENERAL ENGINEERING CONSULTING SERVICES AGREEMENT This Agreement ("Agreement"), is entered into between the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as "CITY", and Caulfield &Wheeler. Inc. a [type of entity: corporation] authorized to do business in the State of Florida, with a business address of 7900 Glades Road, Suite 100, Boca Raton, FL 33434 hereinafter referred to as "VENDOR". In consideration of the mutual benefits, terms, and conditions hereinafter specified, the Parties agree as set forth below. WHEREAS, the CITY solicited proposals for a non-exclusive agreement to perform General Engineering Consulting Services, and WHEREAS, the CITY issued a Request for Qualification for General Engineering Consulting Services; and WHEREAS, RFQ No. CW24-001 defined Scope of Services for General Engineering Consulting Services; and WHEREAS, the CITY determined that VENDOR was qualified for appointment to perform the scope of services set forth in RFQ No. CW24-001; and WHEREAS, the CITY Commission on July 16, 2024, determined that VENDOR was qualified for appointment to perform the scope of services set forth in the Request For Qualifications RFQ No. CW24-001; and NOW, THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows: 1. SERVICES AND RESPONSIBILITIES. 1.1 VENDOR hereby agrees to perform the General Engineering Consulting Services, by way of individual Task Orders, at the request of the CITY during the term of this Agreement as more particularly described in the Request for Qualifications RFQ No. CW24-001 for General Engineering Consulting Services, which is incorporated herein by reference. The specific projects that may be assigned to the VENDOR are in conjunction with the specific box next to the Scope Category: ❑Scope Category A Water Plant Modifications, Capacity and Operations Evaluation ❑Scope Category B Infrastructure Improvements and Evaluations ❑Scope Category C Ancillary Studies and Services ❑Scope Category D Transportation Services ❑Scope Category E Architectural Services ❑Scope Category F Hydrogeological Services ❑Scope Category G Green Infrastructure, Sustainability, and Resiliency Services ❑Scope Category H Geotechnical Services [6.15cope Category J Gwil Land Development Services ❑Scope Category K Recreation and Parks Services 1.2 The VENDOR agrees to perform work assigned by Task Order(s)(the"Services") under such terms as set forth in the Task Order(s). The Task Order Form is attached hereto as Exhibit A. The terms of the Task Order(s)shall be supplemental to the terms of this Agreement. RFQ CW24-001 General Engineering Consulting Services A-1 1.3 VENDOR shall furnish all services, labor, equipment, supplies, and materials necessary and as may be required in the performance of this Agreement, except as otherwise specifically provided for herein, and all Services performed under this Agreement shall be done in a professional manner. 1 4 VENDOR assumes professional and technical responsibility for performance of its services to be provided hereunder in accordance with recognized professional and ethical guidelines established by their profession. If within one year following completion of its services, such services fail to meet the aforesaid standards, and the CITY promptly advises VENDOR thereof in writing, VENDOR agrees to re-perform such deficient services without charge to the CITY. 1.5 The relationship between CITY and VENDOR created hereunder and the services to be provided by VENDOR pursuant to this Agreement are non-exclusive. CITY shall be free to pursue and engage similar relationships with other VENDORS to perform the same or similar services performed by VENDOR hereunder, so long as no other consultant shall be engaged to perform the specific project(s)assigned to VENDOR while VENDOR is so engaged without first terminating such assignment. VENDOR shall be free to pursue relationships with other parties to perform the same or similar services, whether or not such relationships are for services to be performed within the CITY, so long as no such relationship shall result in a conflict of interest, ethical or otherwise, with the CITY's interests in the services provided by VENDOR hereunder. 1.6 The VENDOR is responsible for defects in its work and in the work of its Sub consultants'. 1.7 PRELIMINARY SERVICES PHASE: The VENDOR shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The VENDOR shall attend meetings with the CITY Commission and CITY staff as may be required, and provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents. 1.7.1 During the preliminary services phase, the VENDOR shall advise the CITY, based on • VENDOR'S professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project;VENDOR to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY'S needs for surveys; perform site evaluations and comparative studies of prospective site and solutions; and prepare and furnish a report to the City setting forth the VENDOR'S findings and recommendations. 1.7.2 Preliminary design services to be performed by the VENDOR shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 1.7.3 VENDOR shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed project; and/or 1.7.4 Upon authorization of the CITY, the VENDOR will provide advice and assistance relating to operation and maintenance of project or other systems;evaluate and report on operations; assist the CITY in matters relating to regulatory agency operations review or operating permit non-compliance; assist with startup and operator training RFQ CW24001 General Engineering Consulting Services A-2 for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project. 1.8 BASIC SERVICES: The VENDOR shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY. 1.9 FINAL DESIGN SERVICES shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits, and landfill permits. 1.9.1 The VENDOR based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule, or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical, and electrical systems,and any other requirements or systems, materials and such other elements as may be appropriate for a complete project. The VENDOR shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1.9.2 The VENDOR based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY. The Construction Documents shall consist of drawings and specifications setting forth in detail the requirements for the construction of the project. 1.9.3 The VENDOR shall assist the CITY in the preparation of the necessary proposal information and forms. 1.9.4 The VENDOR shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1.9.5 The VENDOR shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1.9.6 VENDOR shall include in the Construction Documents a requirement that the construction contractor shall provide a final as-built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked-up construction drawings to the VENDOR so that the VENDOR can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1.9.7 Prior to final approval of the Construction Documents by the CITY, the VENDOR shall conduct a thorough review and quality control evaluation of the entire work product for compliance with the requirements of any local, state, or federal agency from which a permit or other approval is required. The VENDOR shall make sure that all necessary approvals have taken place. 1.9.8 Prior to each phased submittal, the VENDOR shall conduct a thorough quality control review and assessment of the work product to determine whether the work is properly RFQ CW24-001 General Engineering Consulting Services A-3 coordinated and confirm that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The VENDOR shall provide to the CITY a Quality Assurance and Quality Control plan in a format that advises the CITY that all work has been performed as required. A report shall be submitted in accordance with those standards to apprise the CITY that due care has been taken in the preparation of the Contract Documents. 1.9.9 The VENDOR shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable. The VENDOR shall comply with all of its governing laws, rules, regulations, codes, directives, and other applicable federal, state, and local requirements in preparation of the work. 1.10 The VENDOR shall provide the construction documents, technical specifications, and drawings completed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 1.11 The VENDOR, following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost, shall, when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals and assist in preparing contracts for construction. 1.11.1 The VENDOR shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY'S Procurement Administrative Policy Manual. 1.11.2 Any Opinion of the Construction Cost prepared by VENDOR represents its judgment as a design professional and is supplied for the general guidance of the CITY. Since VENDOR has no control over market conditions, VENDOR does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to the CITY. If the project is not advertised for proposals within three (3) months after delivery of Final Design Plans,through no fault of the VENDOR or if either local market conditions or industry-wide prices have changed because of unusual or unanticipated events affecting the general level of prices or times of delivery in the construction industry, the established Construction Cost limit may be adjusted as determined by the CITY'S Representative and as approved by the CITY, if necessary. Additionally, if the CITY expands a project scope of work after the VENDOR renders the Final estimated probable Construction Cost of the Final Design Plans, the VENDOR shall not be responsible for any redesign without compensation, which shall be mutually agreed to by the parties hereto. 1.11.3 The VENDOR shall provide the CITY with a list of recommended prospective bidders. 1.11.4 The VENDOR shall attend all pre-proposal/per-bid conferences. 1.11.5 The VENDOR shall recommend any addenda, through the CITY'S representative as appropriate, to clarify, correct, or change proposal documents. 1.11.6 If Pre-Qualification of bidders is required as set forth in the Request for Proposals, Request for Qualifications or Invitation to Bid (two-step bid process), VENDOR shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.11.7 If requested, VENDOR shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY. 1.12 The CITY shall make decision on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the work after receiving a recommendation from the VENDOR. The VENDOR shall check schedules, shop drawings and other submissions for the limited purpose of checking conformance with the RFQ CW24-001 General Engineering Consulting Services A-4 concept of the project, and for compliance with the information given by the Construction Documents. The VENDOR shall also review change orders prepared and submitted by Contractor and review and make recommendations to the City for progress payments to the Contractor based on each project schedule of values and the percentage of work completed. The VENDOR will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the construction of the assigned task order projects. 1.12.1 The CITY shall maintain a record of all change orders, which shall be categorized to the various types, causes, etc. that may be determined useful and necessary for its purpose. 1.12.2 If the VENDOR is not the Construction Manager for the construction, the CITY shall notify the VENDOR within three (3) business days of the discovery of any architectural/engineering error or omission so that the VENDOR can be part of the negotiations resolving the claim between the CITY and the Contractor. 1.13 The VENDOR shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination, when the schedule of values is found to be appropriate, the VENDOR shall sign the schedule of values indicated in the belief that the schedule of values constitutes a reasonable, balanced basis for payment of the Application for Payment to the Contractor. 1 14 The VENDOR shall perform on-site construction observation of each project based on the Construction Documents in accordance with paragraph 1.19 "Resident Project Services" of this Agreement. The VENDOR observation shall determine the progress of the work completed, and whether the work is proceeding in a manner indicating that the work when fully competed will be in accordance with the Construction Documents. On the basis of site visits, the VENDOR will provide the CITY with a written report of each site visit in order to reasonably inform the CITY of the progress of the portion of the work completed. The VENDOR shall endeavor to identify for the CITY any defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. The VENDOR shall not have control over or charge of, or responsibility for the construction means, methods, techniques, sequences or procedures. or for safety precautions and programs in connection with the work, nor shall the VENDOR be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The VENDOR shall not have control over or charge of,and shall not be responsible for,acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. Based on such observation and the Contractor's Application for Payment, the VENDOR shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated. By issuing a Certificate of Payment, the VENDOR will also represent to the CITY that to the best of its information and belief, based on what its observation has revealed, the work is in accordance with the Construction Documents. The VENDOR shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1.15 The VENDOR shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings, and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY'S version of AutoCad formats for archival purposes. 1.16 The VENDOR shall attend regularly scheduled progress meetings on site bi-monthly or as otherwise determined based on a specific need established prior to construction by the CITY. RFQ CW24-001 General Engineering Consulting Services A-5 1.17 The VENDOR shall review change orders prepared and submitted by the Contractor for the CITY'S approval. VENDOR shall not authorize any changes in the work or time, no matter how minor, without prior written approval by the CITY. 1.18 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by VENDOR,which shall be timely completed by Contractor to the satisfaction of the CITY,written notification to Contractor by VENDOR that all releases of liens are satisfied, and written recommendation by VENDOR for final payment to the Contractor which shall be at the sole discretion of the CITY. 1 19 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the VENDOR will, if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ("Resident Project Representative") of the VENDOR. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project Representative will endeavor to identify for the CITY any defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but are not limited to the following: a. Conducting all pre-construction conferences; b. Conducting all necessary construction progress meetings; c. Observation of the work in progress to the extent authorized by the CITY; d. Receipt, review coordination, and disbursement of shop drawings and other submittals; e. Maintenance and preparation of progress reports; f. Field observation and verification of quantities of equipment and materials installed; g. Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; h. Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project-related documents, and at the completion of each project, deliver all such records to the CITY; i. Preparation, update, and distribution of a project budget with each project schedule; j. Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; k. Scheduling and conducting monthly progress meetings at which CITY, Engineer, general contractor, trade contractor, utilities representatives, and suppliers can jointly discuss such matters as procedures, progress, problems, and scheduling. I. Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and/or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; m. Development and implementation of a system for the preparation, review, and processing of change orders; n. Maintenance of a daily log of each project; o. Recording the progress of each project, and submission of written monthly progress reports to the CITY, including information on the Contractors'work and the percentage of completion; p. Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; and q. Securing and transmitting to the CITY, required guarantees; affidavits; releases; key manuals; record drawings; and maintenance stocks; The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the VENDOR or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided, however, that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the VENDOR. The Resident Project Representative shall not have control over or charge of, or responsibility for the construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the work, nor shall the Resident Project Representative be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract RFQ CW24-001 General Engineering Consulting Services A-6 Documents. The Resident Project Representative shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the work. Although VENDOR shall not be responsible for health or safety programs or precautions related to CITY"s activities or those of CITY's other contractors and consultants or their respective subcontractors and vendors ("Contractors"), VENDOR shall nonetheless report to the Resident Project Representative health and safety conditions or deficiencies observed by VENDOR'S employees or representatives. VENDOR shall not be responsible for CITY's pre- existing site conditions or the aggravation of those preexisting site conditions to the extent not caused by the negligence or willful misconduct of VENDOR. VENDOR shall not be responsible for inspecting, observing, or correcting health or safety conditions or deficiencies of CITY, Contractors, or others at the project site ("Project Site") other than for VENDOR's employees, sub-consultants, and vendors. 1.20 ADDITIONAL SERVICES 1.20.1 When additional services are necessary, they shall be specified in the written Task Order. Examples of additional non-exclusive services are: a. Preparation of applications and supporting documents for private or governmental grants, loans, or advances in connection with any particular project. b. Services to make measured drawings of or to investigate existing conditions or facilities or to verify the accuracy of drawings or other information furnished by or to the CITY. c. Services resulting from significant changes in the general scope, extent, or character of any particular project or its design, including but not limited to changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the VENDOR'S control. d. Providing renderings or models for the CITY's use. e. Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out-of-sequence work. f. Investigations and studies involving but not limited to, detailed considerations of operations, maintenance, and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies; cash flow and economic evaluations, rate schedules, and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY. g. Assistance in connection with Proposal/proposal protests, re-bidding or re- negotiating contracts for construction, materials, equipment, or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the VENDOR (e.g. defective plans and/or specifications which inhibit contractors from submitting proposals) in which event there shall be no additional cost for the provision of such services. h. Preparing to serve or serving as a VENDOR or witness for the CITY in any litigation, arbitration, or other legal or administrative proceeding. i. Additional services in connection with a project not otherwise provided for in this Agreement. RFQ CW24-001 General Engineering Consulting Services A-7 j. Services in connection with a field order or change order requested by the CITY. k. Providing artwork, models, or renderings as requested by the CITY. 1.21 When required by the Construction Contract documents in circumstances beyond the VENDOR'S control, and upon the CITY'S authorization, it will furnish the following additional services. a. Services in connection with work changes necessitated by unforeseen conditions encountered during construction. b. Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the VENDOR. c. Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3)acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the VENDOR or if the VENDOR fails to notify the Contractor of the deficient quality of their workmanship pursuant to VENDOR'S duties as described in the Contract Documents, the VENDOR's additional services shall be deemed part of Basic Services and compensated as such. d. Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. e. Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and/or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. f. Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the VENDOR in which case such services shall be deemed Basic Services. Except when caused by a design error by the VENDOR, the cost of such services shall be borne by the Contractor,and this requirement shall be included in the construction contract. 1.22 CITY'S RESPONSIBILITIES 1.22.1 The CITY shall do the following in a timely manner so as not to delay the services of the VENDOR: 1.22.2 Designate in writing a person or persons to act as the CITY's representative with respect to the services to be rendered under this Agreement. Such person(s) shall have complete authority to transmit instructions and receive information with respect to the VENDOR'S services for a particular project.The CITY may have multiple CITY Representative(s) or project managers during the performance of this Agreement based on the specific Task Orders from each of the Scope Categories. 1.22.3 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. 1.22.4 Assist the VENDOR by providing, at the VENDOR's request, all available information pertinent to the Project, including previous reports and any other data relative to the design or construction of the project. RFQ CW24-001 General Engineering Consulting Services A-8 - 1 1.22.5 Furnish to the VENDOR, if required for the performance of VENDOR's services (except where otherwise furnished by the VENDOR as Additional Services), the following: 1.22.6 Data prepared by,or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests, and inspection of samples, materials, and equipment; 1.22.6.1 Appropriate professional interpretations of all of the foregoing; 1.22.6.2 Environmental assessment and impact statements; 1.22.6.3 Property, boundary, easement, right-of-way, topographic and utility surveys; 1.22.6.4 Property descriptions; 1.22.6.5 Zoning, deed, and other land use restrictions; 1.22.6.6 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the VENDOR; and 1.22.6.7 Arrange for access to make all provisions for the VENDOR to enter upon the CITY's property as required for the VENDOR to perform services under this Agreement. 1.22.6.8 Consistent with the professional standard of care and unless otherwise specifically provided herein, VENDOR shall be entitled to rely upon the accuracy of data and information provided by the CITY or others without independent review or evaluation. 1.23 SEQUENCE OF EVENTS 1.23.1 Following receipt of any Task Order, the VENDOR shall submit to the CITY, at least five (5) business days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations. 1.23.2 Task Orders will be issued to the VENDOR in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non-performance by VENDOR pursuant to this Agreement. 1.23.3 In accordance with the CITY's Purchasing Policy Manual, proposals received by the VENDOR as a result of a Task Order that exceeds the Procurement threshold amount, will require approval from CITY Commission before the execution of services. 1.23.4 When the CITY issues Task Orders to the VENDOR, each authorization shall contain a stated completion schedule. If caused by the negligent errors or omissions of VENDOR, failure of the VENDOR to meet the stated schedule shall constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. 1.23.5 It is anticipated and intended that the VENDOR will be authorized to begin new Task Order(s) on a "rolling" basis, as some already assigned Task Orders near timely completion. If a subsequent Task Order is issued to the VENDOR before it has completed the current Task Order, the completion date for each Task Order will remain independent of each other so that the VENDOR will prioritize the uncompleted Task Order from the first Task Order and finish as soon as practical. Failure to RFQ CW24-001 General Engineering Consulting Services A-9 complete the"older"Task Orders in a timely manner may adversely impact continued early authorization to start subsequent work. 1.23.6 When the VENDOR has exceeded the stated completion date, including any extension for extenuating circumstances, which may have been granted, a written notice of Default will be issued within seven (7) calendar days of the date that the default became active with a requirement of seven (7) calendar days to cure said default, to the VENDOR and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured. 1.23.7 Should the VENDOR exceed the assigned completion time, the CITY reserves the right not to issue to the VENDOR any further Task Order(s) until such time as it is no longer in default and the VENDOR has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent Task Orders. This restricted issuance provision may result in the VENDOR not being issued all of the planned work the CITY anticipated in this Agreement. The VENDOR shall have no right to the balance of any work or to any compensation associated with these non-issued Task Orders due to the VENDOR being rendered in default. 1.23.8 Should the VENDOR remain in default for a period of fifteen(15)consecutive calendar days beyond the time frame provided in Paragraph 1.23.6, the CITY may at its sole option retain another VENDOR to perform any Services arising out of this Agreement and/or terminate this Agreement. 1.24 DEFINITION OF DEFAULT 1.24.1 An event of default shall mean a material breach of this Agreement. Without limiting the generality of the foregoing and in addition to those instances referred to as a material breach, an event of default shall include the following: a. VENDOR has not performed services on a timely basis due to VENDOR's negligent errors or omissions; b. VENDOR has refused or failed to supply enough properly skilled personnel; c. VENDOR has failed to make prompt payments to VENDOR's sub-consultants or suppliers for any services after receiving payment from the CITY for such services or supplies; d. VENDOR has failed to obtain the approval of the CITY where required by this Agreement; e. VENDOR has refused or failed to provide the services as defined in this Agreement; f. VENDOR has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety(90)calendar days of such date; g. CITY has failed to make payments to VENDOR in accordance with the requirements of this Agreement; 1.24.2 In the event of Default, the VENDOR shall be liable for all damages resulting from the Default including: a. The difference between the amount that has been paid to the VENDOR and the amount required to complete the VENDOR's Services, provided the fees by the firm replacing the VENDOR are reasonable and the hourly rates do not exceed the VENDOR'S rates. This amount shall also include procurement and administrative costs incurred by the CITY. b. In the event of default by the City, VENDOR may suspend the Services pending receipt of such payment. 1.24.3. The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of RFQ CW24-001 General Engineering Consulting Services A-10 the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. 1.25 VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY. The CITY's Representative during the performance of this Agreement shall be KeithWebber,or 1.26 Designee. The VENDOR's Representative during the performance of the Agreement shall be Andrew 1.27 Beckwith(Andrew@cwiassoc.com) 2. TERM. The initial Agreement period shall be for an initial term of two (2) years, commencing on 11119/2024,and shall remain in effect through 11/18/2026.The City reserves the right to automatically renew the Agreement for two (2) two-year renewals subject to termination clause(s) as provided herein.The City requires firm fixed rates for the initial agreement term. Either party must give a sixty (60) calendar day(s)written notice prior to the Agreement anniversary date of the intent to not renew for the renewal term. The initial term and any exercised renewal terms are collectively referred to as the "Term." Automatic renewal terms will be based on the same terms, conditions, pricing, specifications, and services herein. The VENDOR understands and acknowledges that all services to be performed will be governed by this Agreement and that there is no guarantee of any assignment, minimum amount of professional services,compensation,or future work being given to the VENDOR. 3. Limited Term Extension: The CITY may, at its sole discretion and without further City Commission action, extend the term of this Agreement for an additional one-hundred and eighty (180) calendar days (the "limited term extension") by filing a written notice signed by the Vendor and the City's Purchasing Department. At no time shall this limited term extension extend more than one-hundred eighty (180) calendar days beyond the expiration date of this Agreement without further City Commission approval. The VENDOR will be reimbursed for these services at the rate in effect when this limited term extension clause was invoked by the CITY. 4. TIME OF PERFORMANCE I METHOD OF ORDERING SERVICES. 4.1. Services under this Agreement shall commence upon the CITY's written notice to the VENDOR through an executed Task Order. The VENDOR shall perform all Services and provide all work products required pursuant to this Agreement and the specific Task Order by the sequence of events, or unless the CITY grants an extension of time in writing. 4.2. Limitations. No Task Order issued under this Agreement will be valid if the estimated construction cost of the specific project or the study activity fee exceeds the amounts set forth in Section 287.055, Florida Statutes. 4.3. VENDOR shall complete each Task Order executed during the Term without regard to whether such completion would cause Services to be performed after the expiration date of this Agreement. Any Task Order for which performance extends beyond the Term may be amended after that expiration date, provided that any additional Services, time, and compensation are permitted under this Agreement. The terms and conditions of this Agreement shall continue to govern Task Orders notwithstanding the expiration of this Agreement. 5. PAYMENT. The VENDOR shall be paid by the CITY for completed work and for Services rendered as follows: a. Payment for the Services provided by VENDOR shall be made in accordance with the Fee Schedule as provided in Exhibit B attached hereto. b. Payment as provided in this section by the CITY shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment, and incidentals necessary to complete the Services. c. Compensation for vendor's sub-consultants will be negotiated based on each Task Order. Compensation will be through a direct mark-up in accordance with the Fee Schedule attached RFQ CW24-001 General Engineering Consulting Services A-11 hereto. Sub-consulting services shall be approved by the City's representative in writing prior to performance of the sub-consulting work. Consulting time for processing and management of the VENDOR's sub-consultant shall not be included in direct cost as the direct mark-up is applied for management efforts. d. The VENDOR may submit invoices to the CITY once per month during the progress of the Srevices for partial payment. Such invoices will be checked by the CITY, and upon approval thereof, payment will be made to the VENDOR in the amount approved. e. In certain cases where incremental billing for partially completed Services is permitted by the CITY's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f. Computation of Time Charges/Not-to-Exceed Method of Payment: When a service is to be compensated based on time charge/not-to-exceed method, the VENDOR shall submit a not- to-exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates,which shall not exceed the established hourly rates set forth in the Fee Schedule, plus any sub-consultant services and other related costs supporting the proposed Services. The CITY shall not be obligated to reimburse the VENDOR for costs incurred in excess of the total not-to-exceed cost amount. g. Final payment of any balance due to the VENDOR of the total Task Order price earned will be made promptly upon its ascertainment and verification by the CITY after the completion of the Services under this Agreement and its acceptance by the CITY. h. Final Invoice: In order for both parties herein to close their books and records, the VENDOR will clearly state"Final Invoice"on the VENDOR's final/last billing to the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, any other further charges, if not properly included on this invoice, are considered waived by the VENDOR. i. The VENDOR's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the CITY and State for a period of five (5) years after the termination of the Agreement. Copies shall be made available upon request. j. Hourly rates shall remain fixed and firm for the initial two (2) year period of this Agreement. Cost of subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes as determined by the City, have occurred in the industry, such increases shall not exceed 5% per year, or whichever is less, the latest yearly percentage increase in the All Urban Consumer Price Index (CPI-U) (National) as published by the Bureau of Labor Statistics, U.S. Department of Labor. The yearly increase or decrease in the CPI shall be based on the latest index published and available ninety (90) calendar days prior to the end of the Agreement year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) calendar days prior to the Agreement anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of this Agreement. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the VENDOR, a reasonable reduction in costs that reflect such changes in the industry. All rate increases above 2% must be approved by the City Commission on the recommendation of the Director of Financial Services. k. The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the CITY does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the CITY, the Agreement may be canceled by the CITY upon giving thirty(30)calendar days'written notice to the VENDOR. I. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes. RFQ CW24-001 General Engineering Consulting Services A-12 6. OWNERSHIP AND USE OF DOCUMENTS. Upon completion of any project / Task Order and final payment to VENDOR, all documents, drawings, specifications, and other materials produced by the VENDOR in connection with the services rendered under this Agreement shall be the property of the CITY whether the project for which they are made is executed or not. Notwithstanding the foregoing, the VENDOR shall maintain the rights to reuse standard details and other design copies, including reproducible copies, of drawings and specifications for information, reference, and use in connection with VENDOR's endeavors. Any use of the documents for purposes other than as originally intended by this Agreement,without the written consent of VENDOR, shall be at the CITY's sole risk and without liability to VENDOR and VENDOR's sub-consultants. 7. FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 8. WARRANTIES AND REPRESENTATIONS. VENDOR represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this Agreement and that it will retain and assign qualified professionals to all assigned projects during the term of this Agreement. VENDOR's Services shall meet or exceed the standard of care and skill ordinarily used by members of VENDOR's profession practicing under similar circumstances. In submitting its response to the RFQ, VENDOR has represented to CITY that certain individuals employed by VENDOR shall provide services to CITY pursuant to this Agreement. CITY has relied upon such representations. Therefore, VENDOR shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 9. COMPLIANCE WITH LAWS. VENDOR shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances, and regulations that are applicable to the services to be rendered under this Agreement. 10. INDEMNIFICATION. The VENDOR shall indemnify and hold harmless CITY and its current, past, and future officers and employees from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys'fees,to the extent caused by the negligence, recklessness,or intentionally wrongful conduct of VENDOR or other persons employed or utilized by VENDOR in the performance of this Agreement. Neiihel party to tins Hgreernent snail be irabie to any ,tura party ulanruiiy uireutiy ur a ruuyn tine oiler respective party, for any special, incidental, indirect, or consequential damages of any kind, including but not limited to lost profits or use that may result from this Agreement or out of the services or goods furnished hereunder B. The parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or§768.28, Fla. Stat., as may be amended from time to time. PURSUANT TO FLORIDA STATUTE, NO INDIVIDUAL DESIGN PROFESSIONAL EMPLOYED BY OR ACTING AS AN AGENT OF VENDOR MAY BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM THE NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF THIS AGREEMENT 11 INSURANCE. A. During the performance of the services under this Agreement, VENDOR shall maintain the following insurance policies, and provide originals or certified copies of all policies to CITY's Risk Management Director. All policies shall be written by an insurance company authorized to do business in Florida. VENDOR shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any service pursuant to this Agreement: a. Worker's Compensation Insurance: The VENDOR shall procure and maintain for the life of this Agreement, Worker's Compensation Insurance covering all employees RFQ CW24-001 General Engineering Consulting Services A-13 with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any subcontractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton Beach, executed by the insurance company. b. Comprehensive General Liability: The VENDOR shall procure and maintain for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an"Occurrence" basis. Coverage shall include Premises and Operations; Independent consultants, Products-Completed Operations, and Contractual Liability with specific reference to Article 7, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury, or property damage that could arise directly or indirectly from the performance of this Agreement. VENDOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/and $1,000.000 per occurrence/aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty(30)calendar days prior written notice to the CITY. c. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of this Agreement, Business Automobile Liability Insurance. The VENDOR shall maintain a minimum amount of$1,000,000 combined single limit for bodily injury and property damage liability to protect the VENDOR from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non-owned automobile, included rented automobiles, whether such operations be by the VENDOR or by anyone directly or indirectly employed by the VENDOR. d. Professional Liability (Errors and Omissions) Insurance: The VENDOR shall procure and maintain for the life of this Agreement in the minimum amount of $1,000,000 per occurrence. e. Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined appropriate by the CITY depending on the type of job and exposures contemplated. Coverage must follow the form of the General Liability, Auto Liability, and Employer's Liability. This coverage shall be maintained for a period of no less than the later of three (3) years after the delivery of goods/services or final payment pursuant to the Agreement. B. VENDOR shall provide the CITY with all Certificates of Insurance required under this section prior to beginning performance under this Agreement. Failure to maintain the required insurance will be considered a default of the Agreement. C. The CITY shall be named as an additional insured. The coverage shall contain no limitations on the scope of protection afforded to the CITY, its officers, officials,employees,or volunteers.A current valid insurance policy meeting the requirements herein identified shall be maintained during the duration of this Agreement, and shall be endorsed to state that coverage shall not be suspended, voided, or canceled by either party, reduced in coverage in limits except after thirty (30) calendar days prior written notice by either certified mail, return receipt requested, has been given to the CITY. D. The CITY reserves the right to reasonably require any additional insurance coverage or increased limits as determined necessary by the Risk Management Director. The CITY reserves the right to review, modify, reject, or accept any required policies of insurance, including limits, coverage, or endorsements throughout the term of the Agreement. 12. INDEPENDENT VENDOR/CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an independent vendor/contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither VENDOR nor any employee of VENDOR shall be entitled to any benefits accorded CITY employees by virtue of the services provided under this Agreement. The CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or for contributing RFQ CW24-001 General Engineering Consulting Services A-14 to the state industrial insurance program, otherwise assuming the duties of an employer with respect to VENDOR, or any employee of VENDOR. 13. COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the VENDOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the VENDOR any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 14. TRUTH-IN-NEGOTIATION CERTIFICATE. A. Execution of this Agreement by the VENDOR shall act as the execution of a truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement is accurate, complete, and current as of the date of the Agreement and no higher than those charged the VENDOR's most favored customer for the same or substantially similar service. B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non-current wage rates or due to inaccurate representations of fees paid to outside VENDORs. The CITY shall exercise its rights under this "Certificate"within one(1)year following payment. 15. SUBCONTRACTING. A. VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY B. The CITY reserves the right to accept the use of a sub-consultant or to reject the selection of a particular sub-consultant and to inspect all facilities of any sub-consultant in order to make a determination as to the capability of the sub-consultant to perform properly under this Agreement. If the VENDOR uses any sub-consultants on this project, the following provisions of this Article shall apply: C. If a sub-consultant fails to perform or make progress, as required by this Agreement, and it is necessary to replace the sub-consultant to complete the Services in a timely fashion, the VENDOR shall promptly do so, subject to acceptance of the new sub-consultant by the CITY. The substitution of a sub-consultant shall not be adequate cause to excuse a delay in the performance of any portion of this Agreement as set forth in the Scope of Work or applicable Task Order. D. The VENDOR, its sub-consultants, agents, servants, or employees agree to be bound by the terms and conditions of this Agreement and its agreement with any sub-consultant for work to be performed for the CITY the VENDOR must incorporate the terms of this Agreement. 16. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 17. ASSIGNMENT. The VENDOR shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY. 18. NON-WAIVER.A waiver by either CITY or VENDOR of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. 19. TERMINATION. RFQ CW24-001 General Engineering Consulting Services A-15 A. Termination for Convenience. This Agreement may be terminated by the CITY for convenience, upon fourteen (14)calendar days of written notice by the terminating party to the other party for such termination in which event the VENDOR shall be paid its compensation for services performed to the termination date, including services reasonably related to termination. In the event that the VENDOR abandons the Agreement or causes it to be terminated, the VENDOR shall indemnify the CITY against loss pertaining to this termination. B. Termination for Cause. In addition to all other remedies available to CITY, this Agreement shall be subject to cancellation by CITY for cause, should VENDOR neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by VENDOR of written notice of such neglect or failure. 20. DISPUTES. A. Any and all legal action necessary to enforce the terms of this Agreement shall be governed by the laws of the State of Florida. Any legal action arising from the terms of this Agreement shall be submitted to a court of competent jurisdiction exclusively located in Palm Beach County. B. Correction of Work. If, in the judgment of CITY, work provided by VENDOR does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, CITY reserves the right to require that VENDOR correct all deficiencies in the work to bring the work into conformance without additional cost to CITY, and/or replace any personnel who fail to perform in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-conformance and the quality of workmanship. C. Remedies in Default. In case of default by VENDOR, CITY shall notify VENDOR, in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct VENDOR to comply with all provisions of the Agreement. If the abandonment,delay, refusal,failure, neglect, or default is not cured within seven (7) calendar days of when notice was sent by CITY, CITY may declare a default of the Agreement and notify VENDOR of such declaration of default and terminate the Agreement. a. Upon such declaration of default, all payments remaining due VENDOR at the time of default, less all sums due CITY for damages suffered or expenses incurred by reason of default, shall be due and payable to VENDOR. b. CITY may complete the Agreement, or any part thereof, either by day labor, use of a subcontractor, or by re-letting a contract for the same, and procure the equipment and the facilities necessary for the completion of the Agreement, and charge the cost of same to VENDOR together with the costs incident thereto to such default. c. In the event CITY completes the Agreement at a lesser cost than would have been payable to VENDOR under this Agreement, if the same had been fulfilled by VENDOR, CITY shall retain such differences. Should such cost to CITY be greater, VENDOR shall pay the amount of such excess to the CITY. d. Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the Agreement at any time, whenever the service provided by VENDOR fails to meet reasonable standards of the trade after CITY gives written notice to the VENDOR of the deficiencies as set forth in the written notice within thirty(30) calendar days of the receipt by VENDOR of such notice from CITY. 21 UNCONTROLLABLE FORCES. 21.1 Neither the CITY nor VENDOR shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, RFQ CW24-001 General Engineering Consulting Services A-16 earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 21.2 Neither party shall, however, be excused from performance if non-performance is due to forces, which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. CITY PROVIDED INFORMATION AND SERVICES. 22.1 CITY shall furnish VENDOR available studies, reports, and other data pertinent to VENDOR'S services; obtain or authorize VENDOR to obtain or provide additional reports and data as required; furnish to VENDOR services of others required for the performance of VENDOR's Services hereunder, and VENDOR shall be entitled to use and rely upon all such information and services provided by CITY or others in performing VENDOR's Services under this Agreement. 23. ESTIMATES AND PROJECTIONS. 23.1 In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, VENDOR has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs;competitive bidding procedures and market conditions;time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, VENDOR makes no warranty that CITY's actual project costs, financial aspects, economic feasibility, or schedules will not vary from VENDOR's opinions, analyses, projections, or estimates. 24 THIRD PARTIES. 24.1 The services to be performed by VENDOR are intended solely for the benefit of CITY. No person or entity not a signatory to this Agreement shall be entitled to rely on VENDOR's performance of its services hereunder, and no right to assert a claim against VENDOR by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of VENDOR's services hereunder. 25. NOTICES. Notices to the CITY shall be sent to the following address: Daniel Dugger, City Manager City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, FL 33435 Telephone No. (561) 742-6000 Notices to VENDOR shall be sent to the following address: ATTN: John Wheeler;Andrew Beckwith Caulfield &Wheeler, Inc. Address: 7900 Glades Road Suite 100 Boca Raton, FL 33434 Phone: 561-392-1991 Email: ; 26. INTEGRATED AGREEMENT. This Agreement, together with RFC)and any addenda and/or attachments, represents the entire and integrated Agreement between the CITY and the VENDOR and supersedes all RFQ CW24-001 General Engineering Consulting Services A-17 prior negotiations, representations, or agreements, written or oral. This Agreement may be amended only by written instrument signed by both CITY and VENDOR. 27. PUBLIC RECORDS.The CITY is a public agency subject to Chapter 119, Florida Statutes. The VENDOR shall comply with Florida's Public Records Law. Specifically, the VENDOR shall: A. Keep and maintain public records required by the CITY to perform the service; B. 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 Chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and, following completion of the Agreement, VENDOR shall maintain in a secured manner all copies of such confidential and exempt records remaining in its possession once the VENDOR transfers the records in its possession to the CITY; and D. Upon completion of the Agreement, VENDOR shall transfer to the CITY, at no cost to the CITY,all public records in VENDOR's possession.All records stored electronically by VENDOR 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 VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 TELEPHONE: 561-742-6060 CityClerkbbfl.us 28. E-VERIFY. 28.1 VENDOR certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. Definitions for this Section: A. "Contractor, Vendor, Proposer, Consultant" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. B. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for a salary, wages, or other remuneration. C. "E-Verify system" means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. RFQ CW24-001 General Engineering Consulting Services A-18 28.1.2 Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E- Verify System in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: A. All persons employed by a Contractor to perform employment duties within Florida during the term of the Agreement; B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and C. By entering into this Agreement, the Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. 28.1.3 Contract Termination. If the City has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09 (1), Fla. Stat., the contract shall be terminated 29. SCRUTINIZED COMPANIES 287.135 and 215.473. By execution of this Agreement, VENDOR certifies that VENDOR is not participating in a boycott of Israel. VENDOR further certifies that VENDOR is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has VENDOR been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The CITY shall provide notice, in writing, to VENDOR of the CITY's determination concerning the false certification. VENDOR shall have five(5)calendar days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, VENDOR shall have ninety(90)calendar days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If VENDOR does not demonstrate that the CITY's determination of false certification was made in error then the CITY shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 30. SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign immunity by the CITY or as a waiver of limits of liability or rights the CITY may have under the doctrine of sovereign immunity or under Section 768.28, Florida Statutes. 31. CONFLICTS. If there is a conflict or inconsistency between any term, statement, requirement, or provision of this Agreement, Exhibits, any Task Order, VENDOR's Proposal, or other documents incorporated into this Agreement, such conflict shall be resolved pursuant to the following order of precedence (1) this Agreement, (2)any Task Order, (3)the RFQ, and (4)VENDOR's Proposal. 32. COMPLIANCE WITH STATE ENERGY POLICY AND CONSERVATION ACT. VENDOR shall comply with all mandatory standards and policies relating to energy efficiency contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Pub. L. 94-163, 89 Stat. 871). 33. DOMESTIC PREFERENCE FOR PROCUREMENTS. As appropriate and to the extent consistent with law, the VENDOR should,to the greatest extent practicable, provide a preference for the purchase,acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items RFQ CW24-001 General Engineering Consulting Services A-19 and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe;aggregates such as concrete;glass,including optical fiber; and lumber. 34. LICENSE AND DELIVERY OF WORKS SUBJECT TO COPYRIGHT AND DATA RIGHTS. If applicable, the VENDOR grants to CITY, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this Agreement, VENDOR will identify such data and grant to the CITY or acquire on its behalf a license of the same scope as for data first produced in the performance of this contract. Data,as used herein, shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this Agreement, VENDOR will deliver to the VENDOR data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this Agreement in formats acceptable by VENDOR. 35. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or any subcontractor will have access to an individual's personal identifying information under this Agreement. VENDOR represents and certifies: (i) VENDOR is not owned by the government of a foreign country of concern; (ii) the government of a foreign country of concern does not have a controlling interest in VENDOR; and (iii) VENDOR is not organized under the laws of and does not have its principal place of business in, a foreign country of concern. Prior to VENDOR and any subcontractor having access to personal identifying information pursuant to this Agreement, VENDOR and any subcontractor shall submit to City executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes.Compliance with the requirements of this section is included in the requirements of a proper invoice. Terms used in this section that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes. 36. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, VENDOR shall provide CITY with an affidavit attesting that the VENDOR does not use coercion for labor or services,in accordance with Section 787.06(13), Florida Statutes. 37. COUNTRIES OF CONCERN. VENDOR represents that it is, and for the duration of the Term will remain, in compliance with Section 286.101, Florida Statutes. 38. DULY LICENSED. VENDOR represents that it is duly licensed in Florida to perform the Services under this Agreement and that it will continue to maintain all licenses and approvals required to conduct its business. SIGNATURE PAGE FOLLOWS RFQ CW24-001 General Engineering Consulting Services A-20 "This Agreement will take effect once signed by both parties.This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes." IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be considered an original on the following dates: DATED this // V day of_ J\ ,1s/Prf beT , 20 . CITY OF BOYNTON B' 'CH 11 `/,/,./1.0)f Ty Pen - ,`'7; or (Authorized Offs ial Name), (Vendor) O • (ghee 1.er, Q . Print Name of Authorized Official Title (Corporate Seal) 10(NTo,3%%, Off:•"........ ORR••• 111 / o TF':F9��� Attest/Authenticated: SEAL ':_ ' ;INCORPORATED; � � 1920 ; • �� •.• Witness It% FLORIOPI _ . I rya �)/4 oXCkw� 'L. ���" Print Name Approved as to Form: Jazipx . WainShawna G. Lamb, ice of the City Attorney Atte•t/Au hen ' - ed t, 0) ' a Maylee IP- i us, City Cler RFQ CW24-001 General Engineering Consulting Services A-21 EXHIBIT A Form of Task Order CITY OF BOYNTON BEACH General Engineering Consulting Services Task Order Task Order No. Consultant: 1. Task/Project. (Insert title and_ brief description) 2. Detailed Scope of Professional Services. A detailed scope of services under this Task Order, in accordance with the phases of service detailed in the Agreement, is attached as Exhibit 3. Deliverables and Schedule. For study/design related services: Consultant shall deliver to the City the deliverables specified at the time indicated on the attached Exhibit For project administration services: Consultant shall provide project/construction administration services in accordance with the Agreement and project schedule. 4. Compensation. The total estimated construction costs of the Project or the cost of the study or report for this Task Order may not exceed the amounts set forth in Section 287.055, Florida Statutes. The total Fee to be paid to the Consultant under this Task Order shall not exceed , based on the hourly rates currently in effect under the Agreement. A detailed fee schedule is attached as Exhibit The payment schedule (based on deliverables) is attached as Exhibit 5. Agreement Reference. This Task Order shall be performed under the terms and conditions described within the General Engineering Consulting Services Agreement, dated , 20 , by and between the City of Boynton Beach and ("Consultant"), Contract No. 6. Insurance. Consultant shall maintain insurance coverages in accordance with the Agreement and hereby confirms that Certificate(s) of Insurance evidencing current policies meeting the requirements of the Agreement are on file with the City as of the date of this Task Order. 7. Exhibits. All attached Exhibits are incorporated fully into this Task Order and the Agreement. RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A 8. Notice to Proceed (Task Order Form and Purchase Order). ❑ If checked, Consultant's receipt of a fully-executed copy of this Task Order and Purchase Order (PO) shall serve as the Notice to Proceed under this Task Order, effective as of the date the fully-executed Task Order was emailed to the Consultant. ❑ If checked, Consultant shall commence Services under this Task Order as specified in a forthcoming Purchase Order (PO) and Notice to Proceed. CONSULTANT: CITY OF BOYNTON BEACH By: By: Daniel Dugger, City Manager Print Name: Date: , 20 Date: , 20 City Attorney's Office Approved as to form and legality By: _ RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A EXHIBIT B Fee Schedule PERSONNEL CLASSIFICATIONS HOURLY RATE Principal $250 Project Manager _ $180 Senior Engineer $200 Process Engineer Sr. Electrical Engineer Electrical Engineer _ -- Process Control/Inst. Engineer Sr. Mechanical Engineer Mechanical Engineer Engineering Technician $120 Engineer $180 Staff Engineer $145 Architect Senior Architect Landscape Architect $180 Environmental Specialist Inspector(Zoning& Landscape) $100 Inspector(Transportation) Senior Landscape Architect $200 Senior Surveyor/Mapper $200 Surveyor/Field Survey Chief $120 Designer Senior Designer Urban Designer Chief Designer Hydrogeologist Principal Hydrogeologist _— Planning Technician $145 GIS Specialist $145 Structural Engineer CADD/Technician $100 Architectural CADD/Technician Planner $180 Senior Planner $200 Transportation Planner Transportation Planning Technician Public Relations Specialist Construction Inspector $120 Rate Analyst Senior Rate Analyst _ Grant Analyst Grant Specialist Clerical/Administrative $80 Expert Witness Testimony (added) $250 Reimbursable Expenses: Direct costs such as postage, prints, and delivery services will be billed at cost. Mark-up%Sub-Consultants Fee: 10% RFQ CW24-001 General Engineering Consulting Services Fee Schedule Exhibit B ATTACHMENT "A" City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts, leases,and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured.This is done by providing a Certificate of Insurance listing the City as "Certificate Holder" and "The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+" or higher. (NOTE:An insurance contract or binder may be accepted as proof of insurance if a Certificate is provided upon selection of vendor.) Thefollowing is a list of types of insurance required of contractors, lessees, etc., and the limits required by the City: (NOTE: This list Is not all inclusive, and the City reserves the right to require additional types of Insurance, or to raise orlower the stated limits, based upon identified risk.) TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners & Contractor's Protective (OCP) Personal&Adv. Injury $ 1,000,000.00 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage(any one fire) $ 50,000.00 Broad Form Vendors Med. Expense (any one person) $ 5,000.00 Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability Professional Liability Aggregate $1,000,000.00 Automobile Liability Combined Single Limit $1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease, Policy Limit $ 1,000,000.00 Disease Each Employe, $ 1,000,000.00 Property: Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other-As Risk Identified to be determined INSURANCE ADVISORY FORM RFQ CW24-001 General Engineering Consulting Services Insurance Advisory ATTACHMENT "B" r�V p` dr o u AFFIDAVIT OF COMPLIANCE WITH FOREIGN ENTITY LAWS The undersigned,on behalf of the entity listed below("Entity"), hereby attests under penalty of perjury as follows: 1 Entity is not owned by the government of a foreign country of concern as defined in Section 287.138, Florida Statutes. (Source: § 287.138(2)(a), Florida Statutes) 2. The government of a foreign country of concern does not have a controlling interest in Entity. (Source: §287.138(2)(b), Florida Statutes) 3. Entity is not organized under the laws of, and does not have a principal place of business in, a foreign country of concern. (Source: § 287.138(2)(c), Florida Statutes) 4. The undersigned is authorized to execute this affidavit on behalf of Entity. Date: OC- bier l'7 , 20 24 Signed: Entity: _ (L'u)Yield k. (--.�''te.-kr, Inc Name: )(An L-J)`_e/ ' f(j. Title: Pr'YS,(. int STATE OFC COUNTY OF ) The foregoing instru nt was acknowied!ed before me, by mea ..of =i phyical present or❑ online notarization, this I�)�ay of ( t 411..-',. 0 , by , r—, (j)t--,_�� JQ as . „`li s for .OA�t , -W _\ 7 L_/ s ipersonally known tt e or who has produced as identification. % Notary Public Signatu ::-- _._ _ • _ . • A... / / ' State of Florida at Large (Seal) Print Name: - ..k.0fl :0 , / . T' 'of iciA ; JOANNE L DERDEFUAN Notary Public got aStets of Florid" My commission expires: --.4111 '''•• Commit 1341877322 Expires 7/18/2027 Affidavit of Compliance with Foreign Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Consulting Services Affidavit of Compliance with Foreign Entity Laws �''V 0, t `\ s \ z u AFFIDAVIT OF COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS In accordance with section 787.06 (13), Florida Statutes, the undersigned, on behalf of the entity listed below("Entity"), hereby attests under penalty of perjury that: Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking." Date: 0C41,-11 11, 2039 Signed: Entity: (a�g 4 Inc. Name: i.�r` ``F. i) e'fi- C r Title: PY te,U Prtvk STATE OF 4., 0 ., COUNTY OF ri1$T The foregoing instrument was_acknowledged before me, •y means of % physic- preserLce.o on�IL�i notariz n, this t� r1 day of _i -* f _ _ � M F)s16.D ". for C e 2_ /II t,. . , who is personally known to me or who has produced as Identification. Notary Public Signature:.:) ., ., .. 'f !` •tate of Florida at Large(Seal) Print Name: --Tr(11\:4P: L: 4IP - 7L ,fpm L qty commission expires:d' ._ , ` s Notary Public f t State of Florida . - ., . Commit NH377322 • Expires 7/18/2027 Affidavit of Compliance with Anti-Human Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Services Affidavit of Compliance with Anti-Human Trafficking Laws Y �A l r~ 4 19 r O , 6P 4 ON 9 GENERAL ENGINEERING CONSULTING SERVICES AGREEMENT This Agreement ("Agreement"), is entered into between the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida,with a business address of 100 East Ocean Ave., Boynton Beach, FL 33435, hereinafter referred to as "CITY", and CAROLLO ENGINEERS, INC. a [type of entity: corporation] authorized to do business in the State of Florida, with a business address of 2056 Vista Parkway, Suite 150, West Palm Beach, FL 33411, hereinafter referred to as "VENDOR". In consideration of the mutual benefits, terms, and conditions hereinafter specified, the Parties agree as set forth below. WHEREAS, the CITY solicited proposals for a non-exclusive agreement to perform General Engineering Consulting Services, and WHEREAS, the CITY issued a Request for Qualification for General Engineering Consulting Services; and WHEREAS, RFQ No. CW24-001 defined Scope of Services for General Engineering Consulting Services; and WHEREAS, the CITY determined that VENDOR was qualified for appointment to perform the scope of services set forth in RFQ No. CW24-001; and WHEREAS, the CITY Commission on July 16, 2024, determined that VENDOR was qualified for appointment to perform the scope of services set forth in the Request For Qualifications RFQ No. CW24-001; and NOW,THEREFORE, in consideration of the mutual covenants expressed herein, the parties agree as follows: 1. SERVICES AND RESPONSIBILITIES. 1.1 VENDOR hereby agrees to perform the General Engineering Consulting Services, by way of individual Task Orders, at the request of the CITY during the term of this Agreement as more particularly described in the Request for Qualifications RFQ No. CW24-001 for General Engineering Consulting Services, which is incorporated herein by reference. The specific projects that may be assigned to the VENDOR are in conjunction with the specific EI box next to the Scope Category: ®Scope Category A Water Plant Modifications, Capacity and Operations Evaluation ®Scope Category B Infrastructure Improvements and Evaluations ®Scope Category C Ancillary Studies and Services ❑Scope Category D Transportation Services ID Scope Category E Architectural Services ❑Scope Category F Hydrogeological Services El Scope Category G Green Infrastructure, Sustainability, and Resiliency Services ❑Scope Category H Geotechnical Services ❑Scope Category J Civil Land Development Services ❑Scope Category K Recreation and Parks Services 1.2 The VENDOR agrees to perform work assigned by Task Order(s) (the"Services") under such terms as set forth in the Task Order(s). The Task Order Form is attached hereto as Exhibit A. The terms of the Task Order(s)shall be supplemental to the terms of this Agreement. RFQ CW24-001 General Engineering Consulting Services A-1 1.3 VENDOR shall furnish all services, labor, equipment, supplies, and materials necessary and as may be required in the performance of this Agreement, except as otherwise specifically provided for herein, and all Services performed under this Agreement shall be done in a professional manner. 1.4 VENDOR assumes professional and technical responsibility for performance of its services to be provided hereunder in accordance with recognized professional and ethical guidelines established by their profession. If within one year following completion of its services, such services fail to meet the aforesaid standards, and the CITY promptly advises VENDOR thereof in writing, VENDOR agrees to re-perform such deficient services without charge to the CITY. 1.5 The relationship between CITY and VENDOR created hereunder and the services to be provided by VENDOR pursuant to this Agreement are non-exclusive. CITY shall be free to pursue and engage similar relationships with other VENDORS to perform the same or similar services performed by VENDOR hereunder, so long as no other consultant shall be engaged to perform the specific project(s)assigned to VENDOR while VENDOR is so engaged without first terminating such assignment. VENDOR shall be free to pursue relationships with other parties to perform the same or similar services, whether or not such relationships are for services to be performed within the CITY, so long as no such relationship shall result in a conflict of interest, ethical or otherwise, with the CITY's interests in the services provided by VENDOR hereunder. 1.6 The VENDOR is responsible for defects in its work and in the work of its Sub consultants'. 1.7 PRELIMINARY SERVICES PHASE: The VENDOR shall prepare preliminary studies and reports, feasibility studies, financial and fiscal studies, and evaluation of existing facilities, preparation of schematic layouts and sketches where required; develop construction budgets, opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The VENDOR shall attend meetings with the CITY Commission and CITY staff as may be required, and provide the CITY with a time schedule which shall include but not be limited to submittal of all milestones related to the project up to delivery of 100% construction documents. 1.7.1 During the preliminary services phase, the VENDOR shall advise the CITY, based on VENDOR'S professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project; VENDOR to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY'S needs for surveys; perform site evaluations and comparative studies of prospective site and solutions; and prepare and furnish a report to the City setting forth the VENDOR'S findings and recommendations. 1.7.2 Preliminary design services to be performed by the VENDOR shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY, the exact number needed shall be determined by the CITY. 1.7.3 VENDOR shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed project; and/or 1.7.4 Upon authorization of the CITY, the VENDOR will provide advice and assistance relating to operation and maintenance of project or other systems;evaluate and report on operations; assist the CITY in matters relating to regulatory agency operations review or operating permit non-compliance; assist with startup and operator training for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project. RFQ CW24-001 General Engineering Consulting Services A-2 1.8 BASIC SERVICES: The VENDOR shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications; revise and update, where necessary, previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY; the exact number needed shall be determined by the CITY. 1.9 FINAL DESIGN SERVICES shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits and work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase, permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits, and landfill permits. 1.9.1 The VENDOR based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule, or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical,and electrical systems,and any other requirements or systems, materials and such other elements as may be appropriate for a complete project. The VENDOR shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1.9.2 The VENDOR based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY. The Construction Documents shall consist of drawings and specifications setting forth in detail the requirements for the construction of the project. 1.9.3 The VENDOR shall assist the CITY in the preparation of the necessary proposal information and forms. 1.9.4 The VENDOR shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1.9.5 The VENDOR shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1.9.6 VENDOR shall include in the Construction Documents a requirement that the construction contractor shall provide a final as-built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked-up construction drawings to the VENDOR so that the VENDOR can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1.9.7 Prior to final approval of the Construction Documents by the CITY,the VENDOR shall conduct a thorough review and quality control evaluation of the entire work product for compliance with the requirements of any local, state, or federal agency from which a permit or other approval is required. The VENDOR shall make sure that all necessary approvals have taken place. 1.9.8 Prior to each phased submittal, the VENDOR shall conduct a thorough quality control review and assessment of the work product to determine whether the work is properly coordinated and confirm that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The VENDOR shall provide to the RFQ CW24-001 General Engineering Consulting Services A-3 CITY a Quality Assurance and Quality Control plan in a format that advises the CITY that all work has been performed as required. A report shall be submitted in accordance with those standards to apprise the CITY that due care has been taken in the preparation of the Contract Documents. 1.9.9 The VENDOR shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable. The VENDOR shall comply with all of its governing laws, rules, regulations, codes, directives, and other applicable federal, state, and local requirements in preparation of the work. 1.10 The VENDOR shall provide the construction documents, technical specifications, and drawings completed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 1.11 The VENDOR, following the CITY's approval of the Construction Documents and the latest estimate of probable Construction Cost, shall, when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals and assist in preparing contracts for construction. 1.11.1 The VENDOR shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY'S Procurement Administrative Policy Manual. 1.11.2 Any Opinion of the Construction Cost prepared by VENDOR represents its judgment as a design professional and is supplied for the general guidance of the CITY. Since VENDOR has no control over market conditions, VENDOR does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to the CITY. If the project is not advertised for proposals within three (3) months after delivery of Final Design Plans,through no fault of the VENDOR or if either local market conditions or industry-wide prices have changed because of unusual or unanticipated events affecting the general level of prices or times of delivery in the construction industry, the established Construction Cost limit may be adjusted as determined by the CITY'S Representative and as approved by the CITY, if necessary. Additionally, if the CITY expands a project scope of work after the VENDOR renders the Final estimated probable Construction Cost of the Final Design Plans, the VENDOR shall not be responsible for any redesign without compensation, which shall be mutually agreed to by the parties hereto. 1.11.3 The VENDOR shall provide the CITY with a list of recommended prospective bidders. 1.11.4 The VENDOR shall attend all pre-proposal/per-bid conferences. 1.11.5 The VENDOR shall recommend any addenda, through the CITY'S representative as appropriate, to clarify, correct, or change proposal documents. 1.11.6 If Pre-Qualification of bidders is required as set forth in the Request for Proposals, Request for Qualifications or Invitation to Bid (two-step bid process), VENDOR shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.11.7 If requested, VENDOR shall evaluate proposals and bidders, and make recommendations regarding any award by the CITY. 1.12 The CITY shall make decision on all claims regarding interpretation of the Construction Documents, and on all other matters relating to the execution and progress of the work after receiving a recommendation from the VENDOR. The VENDOR shall check schedules, shop drawings and other submissions for the limited purpose of checking conformance with the concept of the project, and for compliance with the information given by the Construction Documents. The VENDOR shall also review change orders prepared and submitted by RFQ CW24-001 General Engineering Consulting Services A-4 Contractor and review and make recommendations to the City for progress payments to the Contractor based on each project schedule of values and the percentage of work completed. The VENDOR will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the construction of the assigned task order projects. 1.12.1 The CITY shall maintain a record of all change orders, which shall be categorized to the various types, causes, etc. that may be determined useful and necessary for its purpose. 1.12.2 If the VENDOR is not the Construction Manager for the construction, the CITY shall notify the VENDOR within three (3) business days of the discovery of any architectural/engineering error or omission so that the VENDOR can be part of the negotiations resolving the claim between the CITY and the Contractor. 1.13 The VENDOR shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination, when the schedule of values is found to be appropriate, the VENDOR shall sign the schedule of values indicated in the belief that the schedule of values constitutes a reasonable, balanced basis for payment of the Application for Payment to the Contractor. 1.14 The VENDOR shall perform on-site construction observation of each project based on the Construction Documents in accordance with paragraph 1.19 "Resident Project Services" of this Agreement. The VENDOR observation shall determine the progress of the work completed, and whether the work is proceeding in a manner indicating that the work when fully competed will be in accordance with the Construction Documents. On the basis of site visits, the VENDOR will provide the CITY with a written report of each site visit in order to reasonably inform the CITY of the progress of the portion of the work completed. The VENDOR shall endeavor to identify for the CITY any defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. The VENDOR shall not have control over or charge of, or responsibility for the construction means, methods, techniques, sequences or procedures. or for safety precautions and programs in connection with the work, nor shall the VENDOR be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The VENDOR shall not have control over or charge of, and shall not be responsible for,acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. Based on such observation and the Contractor's Application for Payment, the VENDOR shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated. By issuing a Certificate of Payment, the VENDOR will also represent to the CITY that to the best of its information and belief, based on what its observation has revealed, the work is in accordance with the Construction Documents. The VENDOR shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1.15 The VENDOR shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the construction process based on the marked up prints, drawings, and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY'S version of AutoCad formats for archival purposes. 1.16 The VENDOR shall attend regularly scheduled progress meetings on site bi-monthly or as otherwise determined based on a specific need established prior to construction by the CITY. RFQ CW24-001 General Engineering Consulting Services A-5 1.17 The VENDOR shall review change orders prepared and submitted by the Contractor for the CITY'S approval. VENDOR shall not authorize any changes in the work or time, no matter how minor, without prior written approval by the CITY. 1.18 Each project's construction or demolition shall be considered complete upon compilation of a punchlist by VENDOR,which shall be timely completed by Contractor to the satisfaction of the CITY,written notification to Contractor by VENDOR that all releases of liens are satisfied, and written recommendation by VENDOR for final payment to the Contractor which shall be at the sole discretion of the CITY. 1.19 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the VENDOR will, if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ("Resident Project Representative") of the VENDOR. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project Representative will endeavor to identify for the CITY any defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but are not limited to the following: a. Conducting all pre-construction conferences; b. Conducting all necessary construction progress meetings; c. Observation of the work in progress to the extent authorized by the CITY; d. Receipt, review coordination, and disbursement of shop drawings and other submittals; e. Maintenance and preparation of progress reports; f. Field observation and verification of quantities of equipment and materials installed; g. Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements; h. Maintenance at each project site on a current basis of all drawings, specifications, contracts, samples, permits, and other project-related documents, and at the completion of each project, deliver all such records to the CITY; i. Preparation, update, and distribution of a project budget with each project schedule; j. Notification to the CITY immediately if it appears that either each project schedule or each project budget will not be met; k. Scheduling and conducting monthly progress meetings at which CITY, Engineer, general contractor, trade contractor, utilities representatives, and suppliers can jointly discuss such matters as procedures, progress, problems, and scheduling. I. Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and/or trade contractors are not meeting the requirements of the plans, specifications, and Construction Contract; m. Development and implementation of a system for the preparation, review, and processing of change orders; n. Maintenance of a daily log of each project; o. Recording the progress of each project, and submission of written monthly progress reports to the CITY, including information on the Contractors'work and the percentage of completion; p. Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion; and q. Securing and transmitting to the CITY, required guarantees; affidavits; releases; key manuals; record drawings; and maintenance stocks; The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the VENDOR or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY, and the CITY shall have the right to employ personnel to observe the work in progress, provided, however, that such personnel as employed by the CITY, and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the VENDOR. The Resident Project Representative shall not have control over or charge of,or responsibility for the construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the work, nor shall the Resident Project Representative be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The Resident Project Representative shall not have control over or charge of, RFQ CW24-001 General Engineering Consulting Services A-6 and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the work. Although VENDOR shall not be responsible for health or safety programs or precautions related to CITY"s activities or those of CITY's other contractors and consultants or their respective subcontractors and vendors ("Contractors"), VENDOR shall nonetheless report to the Resident Project Representative health and safety conditions or deficiencies observed by VENDOR'S employees or representatives. VENDOR shall not be responsible for CITY's pre- existing site conditions or the aggravation of those preexisting site conditions to the extent not caused by the negligence or willful misconduct of VENDOR. VENDOR shall not be responsible for inspecting, observing, or correcting health or safety conditions or deficiencies of CITY, Contractors, or others at the project site ("Project Site") other than for VENDOR's employees, sub-consultants, and vendors. 1.20 ADDITIONAL SERVICES 1.20.1 When additional services are necessary, they shall be specified in the written Task Order. Examples of additional non-exclusive services are: a. Preparation of applications and supporting documents for private or governmental grants, loans, or advances in connection with any particular project. b. Services to make measured drawings of or to investigate existing conditions or facilities or to verify the accuracy of drawings or other information furnished by or to the CITY. c. Services resulting from significant changes in the general scope, extent, or character of any particular project or its design, including but not limited to changes in size, complexity, the CITY's schedule, character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the VENDOR'S control. d. Providing renderings or models for the CITY's use. e. Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out-of-sequence work. f. Investigations and studies involving but not limited to, detailed considerations of operations, maintenance, and overhead expenses; providing value engineering during the course of design; the preparation of feasibility studies; cash flow and economic evaluations, rate schedules, and appraisals; assistance in obtaining financing for a project; evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor, and audits or inventories required in connection with construction performed by the CITY. g. Assistance in connection with Proposal/proposal protests, re-bidding or re- negotiating contracts for construction, materials, equipment, or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the VENDOR (e.g. defective plans and/or specifications which inhibit contractors from submitting proposals) in which event there shall be no additional cost for the provision of such services. h. Preparing to serve or serving as a VENDOR or witness for the CITY in any litigation, arbitration, or other legal or administrative proceeding. i. Additional services in connection with a project not otherwise provided for in this Agreement. RFQ CW24-001 General Engineering Consulting Services A-7 j. Services in connection with a field order or change order requested by the CITY. k. Providing artwork, models, or renderings as requested by the CITY. 1.21 When required by the Construction Contract documents in circumstances beyond the VENDOR'S control, and upon the CITY'S authorization, it will furnish the following additional services. a. Services in connection with work changes necessitated by unforeseen conditions encountered during construction. b. Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the VENDOR. c. Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3)acceleration of the progress schedule involving services beyond normal working hours, or 4) default by any contractor; provided however, if a fire occurs as a direct result of errors or omissions in the design by the VENDOR or if the VENDOR fails to notify the Contractor of the deficient quality of their workmanship pursuant to VENDOR'S duties as described in the Contract Documents, the VENDOR's additional services shall be deemed part of Basic Services and compensated as such. d. Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. e. Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials, or major project components either during bidding and/or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. f. Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor, unless such substitutions are due to a design error by the VENDOR in which case such services shall be deemed Basic Services. Except when caused by a design error by the VENDOR, the cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. 1.22 CITY'S RESPONSIBILITIES 1.22.1 The CITY shall do the following in a timely manner so as not to delay the services of the VENDOR: 1.22.2 Designate in writing a person or persons to act as the CITY's representative with respect to the services to be rendered under this Agreement. Such person(s) shall have complete authority to transmit instructions and receive information with respect to the VENDOR'S services for a particular project. The CITY may have multiple CITY Representative(s) or project managers during the performance of this Agreement based on the specific Task Orders from each of the Scope Categories. 1.22.3 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. 1.22.4 Assist the VENDOR by providing, at the VENDOR's request, all available information pertinent to the Project, including previous reports and any other data relative to the design or construction of the project. RFQ CW24-001 General Engineering Consulting Services A-8 1.22.5 Furnish to the VENDOR, if required for the performance of VENDOR's services (except where otherwise furnished by the VENDOR as Additional Services), the following: 1.22.6 Data prepared by, or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests, and inspection of samples, materials, and equipment; 1.22.6.1 Appropriate professional interpretations of all of the foregoing; 1.22.6.2 Environmental assessment and impact statements; 1.22.6.3 Property, boundary, easement, right-of-way, topographic and utility surveys; 1.22.6.4 Property descriptions; 1.22.6.5 Zoning, deed, and other land use restrictions; 1.22.6.6 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the VENDOR; and 1.22.6.7 Arrange for access to make all provisions for the VENDOR to enter upon the CITY's property as required for the VENDOR to perform services under this Agreement. 1.22.6.8 Consistent with the professional standard of care and unless otherwise specifically provided herein, VENDOR shall be entitled to rely upon the accuracy of data and information provided by the CITY or others without independent review or evaluation. 1.23 SEQUENCE OF EVENTS 1.23.1 Following receipt of any Task Order, the VENDOR shall submit to the CITY, at least five (5) business days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations. 1.23.2 Task Orders will be issued to the VENDOR in the order in which the CITY wishes, and shall be performed and completed in the order they are issued, unless otherwise specifically permitted by the CITY. Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non-performance by VENDOR pursuant to this Agreement. 1.23.3 In accordance with the CITY's Purchasing Policy Manual, proposals received by the VENDOR as a result of a Task Order that exceeds the Procurement threshold amount, will require approval from CITY Commission before the execution of services. 1.23.4 When the CITY issues Task Orders to the VENDOR, each authorization shall contain a stated completion schedule. If caused by the negligent errors or omissions of VENDOR, failure of the VENDOR to meet the stated schedule shall constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. 1.23.5 It is anticipated and intended that the VENDOR will be authorized to begin new Task Order(s) on a "rolling" basis, as some already assigned Task Orders near timely completion. If a subsequent Task Order is issued to the VENDOR before it has completed the current Task Order, the completion date for each Task Order will remain independent of each other so that the VENDOR will prioritize the uncompleted Task Order from the first Task Order and finish as soon as practical. Failure to RFQ CW24-001 General Engineering Consulting Services A-9 complete the"older"Task Orders in a timely manner may adversely impact continued early authorization to start subsequent work. 1.23.6 When the VENDOR has exceeded the stated completion date, including any extension for extenuating circumstances, which may have been granted, a written notice of Default will be issued within seven (7) calendar days of the date that the default became active with a requirement of seven (7) calendar days to cure said default, to the VENDOR and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured. 1.23.7 Should the VENDOR exceed the assigned completion time, the CITY reserves the right not to issue to the VENDOR any further Task Order(s) until such time as it is no longer in default and the VENDOR has demonstrated to the CITY's satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent Task Orders. This restricted issuance provision may result in the VENDOR not being issued all of the planned work the CITY anticipated in this Agreement. The VENDOR shall have no right to the balance of any work or to any compensation associated with these non-issued Task Orders due to the VENDOR being rendered in default. 1.23.8 Should the VENDOR remain in default for a period of fifteen(15)consecutive calendar days beyond the time frame provided in Paragraph 1.23.6, the CITY may at its sole option retain another VENDOR to perform any Services arising out of this Agreement and/or terminate this Agreement. 1.24 DEFINITION OF DEFAULT 1.24.1 An event of default shall mean a material breach of this Agreement. Without limiting the generality of the foregoing and in addition to those instances referred to as a material breach, an event of default shall include the following: a. VENDOR has not performed services on a timely basis due to VENDOR's negligent errors or omissions; b. VENDOR has refused or failed to supply enough properly skilled personnel; c. VENDOR has failed to make prompt payments to VENDOR's sub-consultants or suppliers for any services after receiving payment from the CITY for such services or supplies; d. VENDOR has failed to obtain the approval of the CITY where required by this Agreement; e. VENDOR has refused or failed to provide the services as defined in this Agreement; f. VENDOR has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety(90) calendar days of such date; g. CITY has failed to make payments to VENDOR in accordance with the requirements of this Agreement; 1.24.2 In the event of Default,the VENDOR shall be liable for all damages resulting from the Default including: a. The difference between the amount that has been paid to the VENDOR and the amount required to complete the VENDOR's Services, provided the fees by the firm replacing the VENDOR are reasonable and the hourly rates do not exceed the VENDOR'S rates. This amount shall also include procurement and administrative costs incurred by the CITY. b. In the event of default by the City, VENDOR may suspend the Services pending receipt of such payment. 1.24.3. The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of RFQ CW24-001 General Engineering Consulting Services A-10 the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. 1.25 VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY. 1.26 The CITY's Representative during the performance of this Agreement shall be Keith Webber, or Designee. 1.27 The VENDOR's Representative during the performance of the Agreement shall be Elizabeth Fujikawa (efujikawa@carollo.com). 2. TERM. The initial Agreement period shall be for an initial term of two (2) years. commencing on 11/19/2024. and shall remain in effect through 11/18/2026. The City reserves the right to automatically renew the Agreement for two (2) two-year renewals subject to termination clause(s) as provided herein. The City requires firm fixed rates for the initial agreement term. Either party must give a sixty calendar day(s) written notice prior to the Agreement anniversary date of the intent to not renew for the renewal term. The initial term and any exercised renewal terms are collectively referred to as the "Term." Automatic renewal terms will be based on the same terms, conditions, pricing, specifications, and services herein. The VENDOR understands and acknowledges that all services to be performed will be governed by this Agreement and that there is no guarantee of any assignment. minimum amount of professional services, compensation, or future work being given to the VENDOR. 3 Limited Term Extension: The CITY may, at its sole discretion and without further City Commission action, extend the term of this Agreement for an additional one-hundred and eighty (180) calendar days (the "limited term extension") by filing a written notice signed by the Vendor and the City's Purchasing Department. At no time shall this limited term extension extend more than one-hundred eighty (180) calendar days beyond the expiration date of this Agreement without further City Commission approval. The VENDOR will be reimbursed for these services at the rate in effect when this limited term extension clause was invoked by the CITY. 4. TIME OF PERFORMANCE /METHOD OF ORDERING SERVICES. 4.1. Services under this Agreement shall commence upon the CITY's written notice to the VENDOR through an executed Task Order. The VENDOR shall perform all Services and provide all work products required pursuant to this Agreement and the specific Task Order by the sequence of events, or unless the CITY grants an extension of time in writing. 4.2. Limitations. No Task Order issued under this Agreement will be valid if the estimated construction cost of the specific project or the study activity fee exceeds the amounts set forth in Section 287.055, Florida Statutes. 4.3. VENDOR shall complete each Task Order executed during the Term without regard to whether such completion would cause Services to be performed after the expiration date of this Agreement. Any Task Order for which performance extends beyond the Term may be amended after that expiration date, provided that any additional Services, time, and compensation are permitted under this Agreement. The terms and conditions of this Agreement shall continue to govern Task Orders notwithstanding the expiration of this Agreement. 5. PAYMENT. The VENDOR shall be paid by the CITY for completed work and for Services rendered as follows: a. Payment for the Services provided by VENDOR shall be made in accordance with the Fee Schedule as provided in Exhibit B attached hereto. b. Payment as provided in this section by the CITY shall be full compensation for work performed, services rendered, and for all materials. supplies. equipment. and incidentals necessary to complete the Services. c. Compensation for vendor's sub-consultants will be negotiated based on each Task Order. Compensation will be through a direct mark-up in accordance with the Fee Schedule attached RFQ CW24-001 General Engineering Consulting Services A-11 hereto. Sub-consulting services shall be approved by the City's representative in writing prior to performance of the sub-consulting work. Consulting time for processing and management of the VENDOR's sub-consultant shall not be included in direct cost as the direct mark-up is applied for management efforts. d. The VENDOR may submit invoices to the CITY once per month during the progress of the Srevices for partial payment. Such invoices will be checked by the CITY, and upon approval thereof, payment will be made to the VENDOR in the amount approved. e. In certain cases where incremental billing for partially completed Services is permitted by the CITY's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f. Computation of Time Charges/Not-to-Exceed Method of Payment: When a service is to be compensated based on time charge/not-to-exceed method, the VENDOR shall submit a not- to-exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates,which shall not exceed the established hourly rates set forth in the Fee Schedule, plus any sub-consultant services and other related costs supporting the proposed Services. The CITY shall not be obligated to reimburse the VENDOR for costs incurred in excess of the total not-to-exceed cost amount. g. Final payment of any balance due to the VENDOR of the total Task Order price earned will be made promptly upon its ascertainment and verification by the CITY after the completion of the Services under this Agreement and its acceptance by the CITY. h. Final Invoice: In order for both parties herein to close their books and records, the VENDOR will clearly state"Final Invoice"on the VENDOR's final/last billing to the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, any other further charges, if not properly included on this invoice, are considered waived by the VENDOR. i. The VENDOR's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the CITY and State for a period of five (5) years after the termination of the Agreement. Copies shall be made available upon request. j. Hourly rates shall remain fixed and firm for the initial two (2) year period of this Agreement. Cost of subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes as determined by the City, have occurred in the industry, such increases shall not exceed 5% per year, or whichever is less, the latest yearly percentage increase in the All Urban Consumer Price Index (CPI-U) (National) as published by the Bureau of Labor Statistics, U.S. Department of Labor. The yearly increase or decrease in the CPI shall be based on the latest index published and available ninety (90) calendar days prior to the end of the Agreement year then in effect, compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) calendar days prior to the Agreement anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of this Agreement. In the event the CPI or industry costs decline, the CITY shall have the right to receive from the VENDOR, a reasonable reduction in costs that reflect such changes in the industry. All rate increases above 2% must be approved by the City Commission on the recommendation of the Director of Financial Services. k. The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the CITY does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the CITY, the Agreement may be canceled by the CITY upon giving thirty (30) calendar days'written notice to the VENDOR. I. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in Part VII, Chapter 218, Florida Statutes. RFQ CW24-001 General Engineering ConsultingServices 9 9 A-12 6. OWNERSHIP AND USE OF DOCUMENTS. Upon completion of any project / Task Order and final payment to VENDOR, all documents, drawings, specifications, and other materials produced by the VENDOR in connection with the services rendered under this Agreement shall be the property of the CITY whether the project for which they are made is executed or not. Notwithstanding the foregoing, the VENDOR shall maintain the rights to reuse standard details and other design copies, including reproducible copies, of drawings and specifications for information, reference, and use in connection with VENDOR's endeavors. Any use of the documents for purposes other than as originally intended by this Agreement, without the written consent of VENDOR, shall be at the CITY's sole risk and without liability to VENDOR and VENDOR's sub-consultants. 7. FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 8. WARRANTIES AND REPRESENTATIONS. VENDOR represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this Agreement and that it will retain and assign qualified professionals to all assigned projects during the term of this Agreement. VENDOR's Services shall meet or exceed the standard of care and skill ordinarily used by members of VENDOR's profession practicing under similar circumstances. In submitting its response to the RFQ, VENDOR has represented to CITY that certain individuals employed by VENDOR shall provide services to CITY pursuant to this Agreement. CITY has relied upon such representations. Therefore, VENDOR shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 9. COMPLIANCE WITH LAWS. VENDOR shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances, and regulations that are applicable to the services to be rendered under this Agreement. 10. INDEMNIFICATION. A. The VENDOR shall indemnify and hold harmless CITY and its current, past, and future officers and employees from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys'fees,to the extent caused by the negligence, recklessness,or intentionally wrongful conduct of VENDOR or other persons employed or utilized by VENDOR in the performance of this Agreement. Neither party to this Agreement shall be liable to any third party claiming directly or through the other respective party,for any special, incidential, indirect, or consequential damages of any kind, including but not limited to lost profits or use that may result from this Agreement or out of the services or goods furnished hereunder. B. The parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or§768.28, Fla. Stat., as may be amended from time to time. PURSUANT TO FLORIDA STATUTE, NO INDIVIDUAL DESIGN PROFESSIONAL EMPLOYED BY OR ACTING AS AN AGENT OF VENDOR MAY BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM THE NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF THIS AGREEMENT 11. INSURANCE. A. During the performance of the services under this Agreement, VENDOR shall maintain the following insurance policies, and provide originals or certified copies of all policies to CITY's Risk Management Director. All policies shall be written by an insurance company authorized to do business in Florida. VENDOR shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any service pursuant to this Agreement: a. Worker's Compensation Insurance: The VENDOR shall procure and maintain for the life of this Agreement, Worker's Compensation Insurance covering all employees RFQ CW24-001 General Engineering Consulting Services A-13 with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any subcontractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton Beach, executed by the insurance company. b. Comprehensive General Liability: The VENDOR shall procure and maintain for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations; Independent consultants, Products-Completed Operations, and Contractual Liability with specific reference to Article 7, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury, or property damage that could arise directly or indirectly from the performance of this Agreement. VENDOR shall maintain a minimum coverage of $1,000,000 per occurrence and $1,000,000 aggregate for personal injury/and $1,000.000 per occurrence/aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty(30)calendar days prior written notice to the CITY. c. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of this Agreement, Business Automobile Liability Insurance. The VENDOR shall maintain a minimum amount of$1,000,000 combined single limit for bodily injury and property damage liability to protect the VENDOR from claims for damage for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use of maintenance of owned and non-owned automobile, included rented automobiles, whether such operations be by the VENDOR or by anyone directly or indirectly employed by the VENDOR. d. Professional Liability (Errors and Omissions) Insurance: The VENDOR shall procure and maintain for the life of this Agreement in the minimum amount of $1,000,000 per occurrence. e. Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined appropriate by the CITY depending on the type of job and exposures contemplated. Coverage must follow the form of the General Liability, Auto Liability, and Employer's Liability. This coverage shall be maintained for a period of no less than the later of three (3) years after the delivery of goods/services or final payment pursuant to the Agreement. B. VENDOR shall provide the CITY with all Certificates of Insurance required under this section prior to beginning performance under this Agreement. Failure to maintain the required insurance will be considered a default of the Agreement. C. The CITY shall be named as an additional insured. The coverage shall contain no limitations on the scope of protection afforded to the CITY, its officers,officials,employees, or volunteers.A current valid insurance policy meeting the requirements herein identified shall be maintained during the duration of this Agreement, and shall be endorsed to state that coverage shall not be suspended, voided, or canceled by either party, reduced in coverage in limits except after thirty (30) calendar days prior written notice by either certified mail, return receipt requested, has been given to the CITY. D. The CITY reserves the right to reasonably require any additional insurance coverage or increased limits as determined necessary by the Risk Management Director. The CITY reserves the right to review, modify, reject, or accept any required policies of insurance, including limits, coverage, or endorsements throughout the term of the Agreement. 12. INDEPENDENT VENDOR/CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an independent vendor/contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither VENDOR nor any employee of VENDOR shall be entitled to any benefits accorded CITY employees by virtue of the services provided under this Agreement. The CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or for contributing RFQ CW24-001 General Engineering Consulting Services A-14 to the state industrial insurance program, otherwise assuming the duties of an employer with respect to VENDOR, or any employee of VENDOR. 13. COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the VENDOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the VENDOR any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or, in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 14. TRUTH-IN-NEGOTIATION CERTIFICATE. A. Execution of this Agreement by the VENDOR shall act as the execution of a truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement is accurate, complete, and current as of the date of the Agreement and no higher than those charged the VENDOR's most favored customer for the same or substantially similar service. B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non-current wage rates or due to inaccurate representations of fees paid to outside VENDORs. The CITY shall exercise its rights under this "Certificate"within one (1) year following payment. 15. SUBCONTRACTING. A. VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY B. The CITY reserves the right to accept the use of a sub-consultant or to reject the selection of a particular sub-consultant and to inspect all facilities of any sub-consultant in order to make a determination as to the capability of the sub-consultant to perform properly under this Agreement. If the VENDOR uses any sub-consultants on this project, the following provisions of this Article shall apply: C. If a sub-consultant fails to perform or make progress, as required by this Agreement, and it is necessary to replace the sub-consultant to complete the Services in a timely fashion, the VENDOR shall promptly do so, subject to acceptance of the new sub-consultant by the CITY. The substitution of a sub-consultant shall not be adequate cause to excuse a delay in the performance of any portion of this Agreement as set forth in the Scope of Work or applicable Task Order. D. The VENDOR, its sub-consultants, agents, servants, or employees agree to be bound by the terms and conditions of this Agreement and its agreement with any sub-consultant for work to be performed for the CITY the VENDOR must incorporate the terms of this Agreement. 16. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex, or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 17. ASSIGNMENT. The VENDOR shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY. 18. NON-WAIVER. A waiver by either CITY or VENDOR of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach. The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. 19. TERMINATION. RFQ CW24-001 General Engineering Consulting Services A-15 A. Termination for Convenience. This Agreement may be terminated by the CITY for convenience, upon fourteen (14) calendar days of written notice by the terminating party to the other party for such termination in which event the VENDOR shall be paid its compensation for services performed to the termination date, including services reasonably related to termination. In the event that the VENDOR abandons the Agreement or causes it to be terminated,the VENDOR shall indemnify the CITY against loss pertaining to this termination. B. Termination for Cause. In addition to all other remedies available to CITY, this Agreement shall be subject to cancellation by CITY for cause, should VENDOR neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by VENDOR of written notice of such neglect or failure. 20. DISPUTES. A. Any and all legal action necessary to enforce the terms of this Agreement shall be governed by the laws of the State of Florida. Any legal action arising from the terms of this Agreement shall be submitted to a court of competent jurisdiction exclusively located in Palm Beach County. B. Correction of Work. If, in the judgment of CITY, work provided by VENDOR does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, CITY reserves the right to require that VENDOR correct all deficiencies in the work to bring the work into conformance without additional cost to CITY, and/or replace any personnel who fail to perform in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-conformance and the quality of workmanship. C. Remedies in Default. In case of default by VENDOR, CITY shall notify VENDOR, in writing, of such abandonment, delay, refusal, failure, neglect, or default and direct VENDOR to comply with all provisions of the Agreement. If the abandonment,delay, refusal,failure, neglect, or default is not cured within seven (7) calendar days of when notice was sent by CITY, CITY may declare a default of the Agreement and notify VENDOR of such declaration of default and terminate the Agreement. a. Upon such declaration of default, all payments remaining due VENDOR at the time of default, less all sums due CITY for damages suffered or expenses incurred by reason of default, shall be due and payable to VENDOR. b. CITY may complete the Agreement, or any part thereof, either by day labor, use of a subcontractor, or by re-letting a contract for the same, and procure the equipment and the facilities necessary for the completion of the Agreement, and charge the cost of same to VENDOR together with the costs incident thereto to such default. c. In the event CITY completes the Agreement at a lesser cost than would have been payable to VENDOR under this Agreement, if the same had been fulfilled by VENDOR, CITY shall retain such differences. Should such cost to CITY be greater, VENDOR shall pay the amount of such excess to the CITY. d. Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the Agreement at any time,whenever the service provided by VENDOR fails to meet reasonable standards of the trade after CITY gives written notice to the VENDOR of the deficiencies as set forth in the written notice within thirty (30) calendar days of the receipt by VENDOR of such notice from CITY. 21. UNCONTROLLABLE FORCES. 21.1 Neither the CITY nor VENDOR shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid. The term "Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, RFQ CW24-001 General Engineering Consulting Services A-16 earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and governmental actions. 21.2 Neither party shall, however, be excused from performance if non-performance is due to forces, which are preventable, removable, or remediable, and which the non-performing party could have, with the exercise of reasonable diligence, prevented, removed, or remedied with reasonable dispatch. The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22. CITY PROVIDED INFORMATION AND SERVICES. 22.1 CITY shall furnish VENDOR available studies, reports, and other data pertinent to VENDOR'S services; obtain or authorize VENDOR to obtain or provide additional reports and data as required; furnish to VENDOR services of others required for the performance of VENDOR's Services hereunder, and VENDOR shall be entitled to use and rely upon all such information and services provided by CITY or others in performing VENDOR's Services under this Agreement. 23. ESTIMATES AND PROJECTIONS. 23.1 In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, VENDOR has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs;competitive bidding procedures and market conditions;time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, VENDOR makes no warranty that CITY's actual project costs, financial aspects, economic feasibility, or schedules will not vary from VENDOR's opinions, analyses, projections, or estimates. 24. THIRD PARTIES. 24.1 The services to be performed by VENDOR are intended solely for the benefit of CITY. No person or entity not a signatory to this Agreement shall be entitled to rely on VENDOR's performance of its services hereunder, and no right to assert a claim against VENDOR by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of VENDOR's services hereunder. 25. NOTICES. Notices to the CITY shall be sent to the following address: Daniel Dugger, City Manager City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, FL 33435 Telephone No. (561)742-6000 Notices to VENDOR shall be sent to the following address: ATTN: Elizabeth Fujikawa Carollo Engineers, Inc. Address:2056 Vista Parkway Suite 150 West Palm Beach, FL 33411 Phone: 561-868-6400 Email: efujikawa@carollo.com 26. INTEGRATED AGREEMENT.This Agreement, together with RFQ and any addenda and/or attachments, represents the entire and integrated Agreement between the CITY and the VENDOR and supersedes all RFQ CW24-001 General Engineering Consulting Services A-17 prior negotiations, representations, or agreements, written or oral. This Agreement may be amended only by written instrument signed by both CITY and VENDOR. 27. PUBLIC RECORDS.The CITY is a public agency subject to Chapter 119, Florida Statutes. The VENDOR shall comply with Florida's Public Records Law. Specifically, the VENDOR shall: A. Keep and maintain public records required by the CITY to perform the service; B. 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 Chapter 119, Fla. Stat. or as otherwise provided by law; C. Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and, following completion of the Agreement, VENDOR shall maintain in a secured manner all copies of such confidential and exempt records remaining in its possession once the VENDOR transfers the records in its possession to the CITY; and D. Upon completion of the Agreement, VENDOR shall transfer to the CITY, at no cost to the CITY,all public records in VENDOR's possession.All records stored electronically by VENDOR 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 VENDOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 TELEPHONE: 561-742-6060 CityClerk@bbfl.us 28. E-VERIFY. 28.1 VENDOR certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as may be amended from time to time and briefly described herein below. Definitions for this Section: A. "Contractor, Vendor, Proposer, Consultant" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor, supplies, or services to such employer in exchange for a salary, wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. B. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for a salary, wages, or other remuneration. C. "E-Verify system" means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees. RFQ CW24-001 General Engineering Consulting Services A-18 28.1.2 Registration Requirement; Termination: Pursuant to Section 448.095, Florida Statutes, effective January 1, 2021, Contractors, shall register with and use the E- Verify System in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: A. All persons employed by a Contractor to perform employment duties within Florida during the term of the Agreement; B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach. The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach; and C. By entering into this Agreement, the Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. 28.1.3 Contract Termination. If the City has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09 (1), Fla. Stat., the contract shall be terminated 29. SCRUTINIZED COMPANIES 287.135 and 215.473. By execution of this Agreement, VENDOR certifies that VENDOR is not participating in a boycott of Israel. VENDOR further certifies that VENDOR is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has VENDOR been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The CITY shall provide notice, in writing, to VENDOR of the CITY's determination concerning the false certification. VENDOR shall have five (5)calendar days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, VENDOR shall have ninety(90)calendar days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If VENDOR does not demonstrate that the CITY's determination of false certification was made in error then the CITY shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 30. SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign immunity by the CITY or as a waiver of limits of liability or rights the CITY may have under the doctrine of sovereign immunity or under Section 768.28, Florida Statutes. 31. CONFLICTS. If there is a conflict or inconsistency between any term, statement, requirement, or provision of this Agreement, Exhibits, any Task Order, VENDOR's Proposal, or other documents incorporated into this Agreement, such conflict shall be resolved pursuant to the following order of precedence (1) this Agreement, (2) any Task Order, (3)the RFQ, and (4) VENDOR's Proposal. 32. COMPLIANCE WITH STATE ENERGY POLICY AND CONSERVATION ACT. VENDOR shall comply with all mandatory standards and policies relating to energy efficiency contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Pub. L. 94-163, 89 Stat. 871). 33. DOMESTIC PREFERENCE FOR PROCUREMENTS. As appropriate and to the extent consistent with law, the VENDOR should,to the greatest extent practicable, provide a preference for the purchase,acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause: Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. Manufactured products mean items RFQ CW24-001 General Engineering Consulting Services A-19 and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe;aggregates such as concrete;glass, including optical fiber; and lumber. 34. LICENSE AND DELIVERY OF WORKS SUBJECT TO COPYRIGHT AND DATA RIGHTS. If applicable,the VENDOR grants to CITY, a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this Agreement, VENDOR will identify such data and grant to the CITY or acquire on its behalf a license of the same scope as for data first produced in the performance of this contract. Data, as used herein, shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this Agreement, VENDOR will deliver to the VENDOR data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this Agreement in formats acceptable by VENDOR. 35. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or any subcontractor will have access to an individual's personal identifying information under this Agreement. VENDOR represents and certifies: (i) VENDOR is not owned by the government of a foreign country of concern; (ii) the government of a foreign country of concern does not have a controlling interest in VENDOR; and (iii) VENDOR is not organized under the laws of and does not have its principal place of business in, a foreign country of concern. Prior to VENDOR and any subcontractor having access to personal identifying information pursuant to this Agreement, VENDOR and any subcontractor shall submit to City executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity does not meet any of the criteria in Section 287.138(2), Florida Statutes. Compliance with the requirements of this section is included in the requirements of a proper invoice. Terms used in this section that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes. 36. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, VENDOR shall provide CITY with an affidavit attesting that the VENDOR does not use coercion for labor or services,in accordance with Section 787.06(13), Florida Statutes. 37. COUNTRIES OF CONCERN. VENDOR represents that it is, and for the duration of the Term will remain, in compliance with Section 286.101, Florida Statutes. 38. DULY LICENSED. VENDOR represents that it is duly licensed in Florida to perform the Services under this Agreement and that it will continue to maintain all licenses and approvals required to conduct its business. SIGNATURE PAGE FOLLOWS RFQ CW24-001 General Engineering Consulting Services A-20 "This Agreement will take effect once signed by both parties. This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. A facsimile signature shall constitute an original signature for all purposes." IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of which shall be considered an original on the following dates: DATED this /9 day of )(Jer'vi , 200 q . CITY OF BOYNTON BEAC. , bux, -.A 7----- IP if V 74 21/ Ty Pense • , • .r.r (Authorized Official Name), (Vendor) Elizabeth Fujikawa, P.E. Print Name of Authorized Official Vice President F,•r}G11V ,••, Title 0 . ,.... •. c.4'• S u r•:n < (Corporate Seal) ....... S a :* . r`�pY N TON`S, i �► r .0 Os .,WOR,q; ��1 /•'�•'.�•,••�••••,'.'fir /ice::'� F...-7 'I ',,, qV,]p►�'. 'Attest/Authenticated: SEAL •_ ; i ; INCORPORATED; i' 1920 • �I .• Witness 11‘ FLORIOP` = Laura Baumberger Print Name Approved as to Form: .5•Ak./(K L.I. ar,6 Shawna G. Lamb, Office of the City Attorney Attest/ uth ntica -. a ,---- Maylee De esu v City Clerk 1111 RFQ CW24-001 General Engineering Consulting Services A-21 EXHIBIT A Form of Task Order CITY OF BOYNTON BEACH General Engineering Consulting Services Task Order Task Order No. Consultant: 1. Task/Project. (Insert title and brief description) 2. Detailed Scope of Professional Services. A detailed scope of services under this Task Order, in accordance with the phases of service detailed in the Agreement, is attached as Exhibit 3. Deliverables and Schedule. For study/design related services: Consultant shall deliver to the City the deliverables specified at the time indicated on the attached Exhibit For project administration services: Consultant shall provide project/construction administration services in accordance with the Agreement and project schedule. 4. Compensation. The total estimated construction costs of the Project or the cost of the study or report for this Task Order may not exceed the amounts set forth in Section 287.055, Florida Statutes. The total Fee to be paid to the Consultant under this Task Order shall not exceed , based on the hourly rates currently in effect under the Agreement. A detailed fee schedule is attached as Exhibit The payment schedule (based on deliverables) is attached as Exhibit 5. Agreement Reference. This Task Order shall be performed under the terms and conditions described within the General Engineering Consulting Services Agreement, dated , 20 , by and between the City of Boynton Beach and ("Consultant"), Contract No. 6. Insurance. Consultant shall maintain insurance coverages in accordance with the Agreement and hereby confirms that Certificate(s) of Insurance evidencing current policies meeting the requirements of the Agreement are on file with the City as of the date of this Task Order. 7. Exhibits. All attached Exhibits are incorporated fully into this Task Order and the Agreement. RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A 8. Notice to Proceed (Task Order Form and Purchase Order). ❑ If checked, Consultant's receipt of a fully-executed copy of this Task Order and Purchase Order (PO) shall serve as the Notice to Proceed under this Task Order, effective as of the date the fully-executed Task Order was emailed to the Consultant. ❑ If checked, Consultant shall commence Services under this Task Order as specified in a forthcoming Purchase Order (PO) and Notice to Proceed. CONSULTANT: CITY OF BOYNTON BEACH By: By: Daniel Dugger, City Manager Print Name: Date: , 20 Date: , 20_ City Attorney's Office Approved as to form and legality By: RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A Exhibit B Fee Schedule PERSONNEL CLASSIFICATIONS HOURLY RATE Principal $ 300.00 Chief Professional $ 290.00 Senior Project Manager $ 285.00 Project Manager $ 260.00 Senior Process Professional $ 250.00 Staff Process Professional $ 225.00 Principal Professional $ 270.00 Senior Professional $ 225.00 Lead Professional $ 195.00 Professional $ 165.00 Staff Professional $ 140.00 Sr. Electrical Engineer $ 250.00 Electrical Engineer $ 200.00 Process Controls/Inst. Engineer $ 200.00 Sr. Mechanical Engineer $ 250.00 Mechanical Engineer $ 200.00 Engineering Technician Senior Architect $ 250.00 Architect $ 200.00 Landscape Architect Environmental Specialist Inspector(Zoning and landscape) Inspector(Transportation) Senior Landscape Architect Senior Surveyor/Mapper Surveyor/Field Survey Chief Designer $ 160.00 Senior Designer $ 200.00 Urban Designer Chief Designer Hydrogeologist Principal Hydrogeologist Planning Technician GIS Specialist $ 200.00 Structural Engineer $ 250.00 CADD/Technician $ 140.00 Architectural CADD/Technician Planner Senior Planner Transportation Planner Transportation Planning Technician Public Relations Specialist Senior Construction Manager $ 280.00 Construction Manager $ 250.00 Senior Construction Inspector $ 200.00 Construction Inspector $ 180.00 Rate Analyst Senior Rate Analyst $ 250.00 Senior Grant Analyst $ 250.00 Grant Analyst $ 200.00 Grant Specialist $ 200.00 Clerical Administrative $ 120.00 Reimbursable Expenses: Direct costs such as postage, prints, and delivery services will be billed at cost. Mark-up % Sub-Consultants Fee: 10% ATTACHMENT "A" City of Boynton Beach Risk Management Department INSURANCE ADVISORY FORM Under the terms and conditions of all contracts,leases,and agreements,the City requires appropriate coverages listing the City of Boynton Beach as Additional Insured.This is done by providing a Certificate of Insurance listing the City as "Certificate Holder" and "The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+"or higher. (NOTE:An insurance contract or binder may be accepted as proof of insurance if a Certificate is provided upon selection of vendor.) Thefollowing is a list of types of insurance required of contractors, lessees, etc., and the limits required by the City: (NOTE:This list is not all inclusive, and the City reserves the right to require additional types of insurance, or to raise orlower the stated limits, based upon identified risk.) TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED General Liability General Aggregate $ 1,000,000.00 Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00 Owners & Contractor's Protective (OCP) Personal&Adv. Injury $ 1,000,000.00 Asbestos Abatement Each Occurrence $ 1,000,000.00 Lead Abatement Fire Damage (any one fire) $ 50,000.00 Broad Form Vendors Med. Expense(any one person) $ 5,000.00 Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability Professional Liability Aggregate $1,000,000.00 Automobile Liability Combined Single Limit $1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos • Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined • Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease, Policy Limit $ 1,000,000.00 Disease Each Employes $ 1,000,000.00 Property: Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other-As Risk Identified to be determined • INSURANCE ADVISORY FORM RFQ CW24-001 General Engineering Consulting Services Insurance Advisory ATTACHMENT "B" r 0A r� 1.4TON 6 47 AFFIDAVIT OF COMPLIANCE WITH FOREIGN ENTITY LAWS The undersigned,on behalf of the entity listed below("Entity"),hereby attests under penalty of perjury as follows: 1. Entity is not owned by the government of a foreign country of concern as defined in Section 287.138, Florida Statutes. (Source: § 287.138(2)(a), Florida Statutes) 2. The government of a foreign country of concern does not have a controlling interest in Entity. (Source: §287.138(2)(b), Florida Statutes) 3. Entity is not organized under the laws of,and does not have a principal place of business in, a foreign country of concern. (Source: § 287.138(2)(c), Florida Statutes) 4. The undersigned is authorized to execute this affidavit on behalf of Entity. Date: October 18 , 20 24 Signed: & 6eAur.&iuva Entity: Carollo Engineers, Inc. Name: Elizabeth Fujikawa Title: Vice President STATE OF Florida COUNTY OF Sarasota The foregoing instrument was acknowledged before me, by means of❑ physical presence or'online notarization, this 18 day of October , 20 24, by Fli7abeth Fujikawa as for Carollo Engineers. Inc , who is personally known to me or who has produced n/a personally known as identification. Completed via Remote Online Notarization using 2 way AudioNideo technology. Notary Public Signature: 1 State of Florida at Large (Seal) Print Name: Michelle Ryan ii:i&PtI4;. MICHELLE RYAN ;,� c _ Notary Public-State of Florida I My commission expires: 12/11/2026 g Commission#HH 334778 0 ",,,,,,,, My Comm. Expires Dec 11, 2026 IlaWlaWWWWWWWffieWilb Affidavit of Compliance with Foreign Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Consulting Services Affidavit of Compliance with Foreign Entity Laws NotaryCam Doc ID: b9e5c440-d8d1-4bec-8300-0499e269e4d1 Y p� � \ S 4" �roN e AFFIDAVIT OF COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS In accordance with section 787.06 (13), Florida Statutes, the undersigned, on behalf of the entity listed below ("Entity"), hereby attests under penalty of perjury that: Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes, entitled "Human Trafficking." Date: October 18, 20 24 Signed: 5Z t2 I e azva Entity: Carollo Engineers, Inc. Name: Elizabeth Fujikawa Title: Vice President STATE OF Florida COUNTY OF Sarasota The foregoing instrument was acknowledged before me, by means of ❑ physical presence or Vonline notarization, this 18 October day of _, 20 24 , by , as Flizaheth Fujikawa for farnlln Engineers, Inc , who is personally known to me or who has produced n/a personally mown as identification. Completed via Remote Online Notarization using 2 way AudioNideo technology. Notary Public Signature: 1 State of Florida at Large(Seal) Print Name: Michelle Ryan My commission expires: 12/11/2026 ‘miariahmariabirdhriamiabigamdbmarrawillif =o� v P�aG�w MICHELLE RYAN I = • ; Notary Public - State of Florida `a . gull. o: , o� Commission # HH 334778 , °F F�' My Comm. Expires Dec 11, 2026 Affidavit of Compliance with Anti-Human Entity Laws must be completed and returned with the signed Agreement RFQ CW24-001 General Engineering Services Affidavit of Compliance with Anti-Human Trafficking Laws NotaryCam Doc ID: b9e5c440-d8d1-4bec-8300-0499e269e4d1 V OR \ 1/ 04' . GENERAL ENGINEERING CONSULTING SERVICES AGREEMENT This Agreement ("Agreement"). is entered into between the City of Boynton Beach, a municipal corporation organized and existing under the laws of Florida,with a business address of 100 East Ocean Ave.. Boynton Beach. FL 33435, hereinafter referred to as "CITY", and BEA Architects, Inc. a [type of entity: corporation] authorized to do business in the State of Florida. with a business address of 11575 NW 7th Avenue, Miami, FL 33168, hereinafter referred to as -VENDOR-. In consideration of the mutual benefits, terms, and conditions hereinafter specified. the Parties agree as set forth below. WHEREAS. the CITY solicited proposals for a non-exclusive agreement to perform General Engineering Consulting Services. and WHEREAS. the CITY issued a Request for Qualification for General Engineering Consulting Services: and WHEREAS. RFQ No. CW24-001 defined Scope of Services for General Engineering Consulting Services; and WHEREAS, the CITY determined that VENDOR was qualified for appointment to perform the scope of services set forth in RFQ No. CW24-001; and WHEREAS, the CITY Commission on July 16, 2024, determined that VENDOR was qualified for appointment to perform the scope of services set forth in the Request For Qualifications RFQ No. CW24-001. and NOW, THEREFORE. in consideration of the mutual covenants expressed herein, the parties agree as follows: 1. SERVICES AND RESPONSIBILITIES 1.1 VENDOR hereby agrees to perform the General Engineering Consulting Services. by way of individual Task Orders, at the request of the CITY during the term of this Agreement as more particularly described in the Request for Qualifications RFQ No. CW24-001 for General Engineering Consulting Services, which is incorporated hereir by reference. The specific projects that may be assigned to the VENDOR are in conjunction with the specific Z box next to the Scope Category ❑Scope Category A Water Plant Modifications, Capacity and Operations Evaluation ❑Scope Category B Infrastructure Improvements and Evaluations ❑Scope Category C Ancillary Studies and Services ❑Scope Category D Transportation Services NSce..;,e Category E Architectural Services ❑Scope Category F Hydrogeological Services ❑Scope Category G Green Infrastructure, Sustainability, and Resiliency Services Scope Category H Geotechnical Services ❑Scope Category J Civil Land Development Services ❑Scope Category K Recreation and Parks Services 1.2 The VENDOR agrees to perform work assigned by Task Order(s (the"Services") under such terms as set forth in the Task Order(s) The Task Order Form is attached hereto as Exhibit A. The terms of the Task Order(s) shall be supplemental to the terms of this Agreement RFQ CW24-001 General Engineering Consulting Services A-1 1.3 VENDOR shall furnish all services. labor, equipment, supplies. and materials necessary and as may be required in the performance of this Agreement. except as otherwise specifically provided for herein, and all Services performed under this Agreement shall be done in a professional manner. 1.4 VENDOR assumes professional and technical responsibility for performance of its services to be provided hereunder in accordance with recognized professional and ethical guidelines established by their profession. If within one year following completion of its services. such services fail to meet the aforesaid standards. and the CITY promptly advises VENDOR thereof in writing, VENDOR agrees to re-perform such deficient services without charge to the CITY. 1.5 The relationship between CITY and VENDOR created hereunder and the services to be provided by VENDOR pursuant to this Agreement are non-exclusive. CITY shall be free to pursue and engage similar relationships with other VENDORS tc perform the same or similar services performed by VENDOR hereunder, so long as no other consultant shall be engaged to perform the specific project(s) assigned to VENDOR while VENDOR is so engaged without first terminating such assignment. VENDOR shall be free to pursue relationships with other parties to perform the same or similar services, whether or not such relationships are for services to be performed within the CITY, so long as no such relationship shall result in a conflict of interest. ethical or otherwise, with the CITY's interests in the services provided by VENDOR hereunder. 1.6 The VENDOR is responsible for defects in its work and in the work of its Sub consultants. 1.7 PRELIMINARY SERVICES PHASE: The VENDOR shall prepare preliminary studies and reports. feasibility studies, financial and fiscal studies. and evaluation of existing facilities. preparation of schematic layouts and sketches where required; develop construction budgets. opinions of Probable Construction Cost, and shall consult and confer with the CITY as may be necessary for the CITY to reach decisions concerning the subject matter. The VENDOR shall attend meetings with the CITY Commission and CITY staff as may be required, and provide the CITY with a time schedule which shall include but no: be limited to submittal of all milestones related to the project up to delivery of 100% construction documents. 1.7.1 During the preliminary services phase, the VENDOR shall advise the CITY, based on VENDOR'S professional opinion and the current project conditions and reasonably foreseeable conditions of the completeness of existing data and its suitability for the intended purposes of the project; VENDOR to obtain data from other sources; identify and analyze requirements of governmental authorities having jurisdiction to approve the design of the project; provide analyses of the CITY'S needs for surveys: perform site evaluations and comparative studies of prospective site and solutions: and prepare and furnish a report to the City setting forth the VENDOR'S findings and recommendations. 1.7.2 Preliminary design services to be performed by the VENDOR shall include consultation and advice concerning the extent and scope of proposed work and preparation of preliminary design documents consisting of design criteria, preliminary drawings, and outline specifications as well as preliminary estimates of probable Construction Costs. This phase will also include preparation of a preliminary site plan or schematic drawings when appropriate. Up to six (6) copies of the preliminary design documents shall be furnished to the CITY. the exact number needed shall be determined by the CITY 1 7.3 VENDOR shall provide environmental assessment and impact statements as required to determine the suitability of the site and its surrounds for the proposed project:. and/or 1.7.4 Upon authorization of the CITY. the VENDOR will provide advice and assistance relating to operation and maintenance of project or other systems; evaluate and report on operations; assist the CITY in matters relating to regulatory agency operations review or operating permit non-compliance: assist with startup and operator training for newly installed or modified equipment and processes, and in the preparation of operating, maintenance and staffing manuals for the project. RFQ CW24-001 General Engineering Consulting Services A-2 1 8 BASIC SERVICES: The VENDOR shall consult and advise the CITY in the following manner: specifying the extent and scope of the work to be performed; prepare detailed construction drawings and specifications: revise and update. where necessary. previously designed construction plans and specifications, whether in whole or in part, to be incorporated into the proposed work and prepare construction documents and final estimate of probable Construction Cost. The final design services shall be provided in an electronic format, and shall also include furnishing up to six (6) copies of plans and specifications to the CITY: the exact number needed shall be determined by the CITY 1.9 FINAL DESIGN SERVICES shall also include preparation of permit applications as may be required by such agencies as have legal review authority over the project. These applications shall include but not be limited to site plan approvals or other permits anc work efforts and shall also consist of meetings at staff level and meetings with the appropriate governing body and the CITY. Unless specifically provided for under the final design phase. permit application services do not include applications requiring environmental impact statements or environmental assessments, consumptive use permits, and landfill permits. 1.9.1 The VENDOR based upon the approved design documents and any adjustments authorized by the CITY in each project, project schedule, or construction budget shall prepare for approval by the CITY, design development documents consisting of drawings and other documents to fix and describe the size and character of each project's civil engineering, environmental, landscape, architectural, structural, mechanical, and electrical systems. and any other requirements or systems. materials and such other elements as may be appropriate for a complete project. The VENDOR shall also advise the CITY of any adjustments to the preliminary estimate of probable Construction Costs. 1 9.2 The VENDOR based on CITY approved design development documents and any further adjustments in the scope or quality of the project or in the construction budget shall prepare Construction Documents within the number of calendar days specified within any notice issued by the CITY. The Construction Documents shall consist of drawings and specifications setting forth in detail the requirements for the construction of the project. 1.9.3 The VENDOR shall assist the CITY in the preparation of the necessary proposal information and forms. 1.9.4 The VENDOR shall advise the CITY of any adjustments to previous estimates of probable Construction Costs indicated by changes in codes, administrative and jurisdictional requirements of general market conditions. 1.9.5 The VENDOR shall submit to the CITY for each project, electronic format and up to six (6) copies of the Construction Documents, and a further revised estimate of total probable Construction Cost. 1.9 6 VENDOR shall include in the Construction Documents a requirement that the construction contractor shall provide a final as-built survey of the project in Autocad electronic format by a registered Land Surveyor, and provide marked-up construction drawings to the VENDOR so that the VENDOR can prepare and deliver to the CITY the record drawings in the form required by the CITY and as required. 1.9.7 Prior to final approval of the Construction Documents by the CITY, the VENDOR shall conduct a thorough review and quality control evaluation of the entire work product for compliance with the requirements of any local, state, or federal agency from which a permit or other approval is required. The VENDOR shall make sure that all necessary approvals have taken place. 1.9.8 Prior to each phased submittal, the VENDOR shall conduct a thorough quality control review and assessment of the work product to determine whether the work is properly coordinated and confirm that the CITY and agency comments have been addressed and incorporated into the Contract Documents. The VENDOR shall provide to the RFQ Cw24-001 General Engineering Consulting Services A_1 CITY a Quality Assurance and Quality Control plan in a tormat that advises the CITY that all work has been performed as required. A report shall be submitted in accordance with those standards to apprise the CITY that due care has been taken in the preparation of the Contract Documents 1.9.9 The VENDOR shall signify responsibility for the Contract Documents including technical specifications and drawings prepared pursuant to this Agreement by affixing a signature, date and seal as required by Florida Statutes Chapters 471 and 481, if applicable The VENDOR shall comply with all of its governing laws, rules, regulations. codes, directives, and other applicable federal. state, and local requirements in preparation of the work 1.10 The VENDOR shall provide the construction documents, technical specifications, and drawings completed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care anc skill ordinarily exercised by members of the profession currently practicing under similar conditions. 1.11 The VENDOR, following the CITYs approval of the Construction Documents and the latest estimate of probable Construction Cost, shall, when so directed and authorized by the CITY, assist the CITY in obtaining proposals or negotiated proposals and assist in preparing contracts for construction 1.11.1 The VENDOR shall review and analyze the proposals received by the CITY and shall make a recommendation for any award based on the CITY'S Procurement Administrative Policy Manual. 1.11.2 Any Opinion of the Construction Cost prepared by VENDOR represents its judgment as a design professional and is supplied for the general guidance of the CITY. Since VENDOR has no control over market conditions, VENDOR does not guarantee the accuracy of such opinions as compared to contractor bids or actual cost to the CITY If the project is not advertised for proposals within three (3) months after delivery of Final Design Plans,through no fault of the VENDOR or if either local market conditions or industry-wide prices have changed because of unusual or unanticipated events affecting the general level of prices or times of delivery in the construction industry. the established Construction Cost limit may be adjusted as determined by the CITY'S Representative and as approved by the CITY. if necessary Additionally, if the CITY expands a project scope of work after the VENDOR renders the Final estimated probable Construction Cost of the Final Design Plans. the VENDOR shall not be responsible for any redesign without compensation, wh ch shall be mutually agreed to by the parties hereto. 1.11.3 The VENDOR shall provide the CITY with a list of recommended prospective bidders 1.11 4 The VENDOR shall attend all pre-proposal/per-bid conferences. 1.11 5 The VENDOR shall recommend any addenda, through the CITY'S representative as appropriate, to clarify, correct, or change proposal documents 1.11 6 If Pre-Qualification of bidders is required as set forth in the Request for Proposals. Request for Qualifications or Invitation to Bid (two-step bid process), VENDOR shall assist the CITY, if requested in developing qualifications criteria, review qualifications and recommend acceptance or rejection of the bidders. 1.11 7 If requested, VENDOR shall evaluate proposals and bidders. and make recommendations regarding any award by the CITY. 1.12 The CITY shall make decision on all claims regarding interpietation of the Construction Documents, and on all other matters relating to the execution arid progress of the work after receiving a recommendation from the VENDOR. The VENDOR shall check schedules, shop drawings and other submissions for the limited purpose of checking conformance with the concept of the project, and for compliance with the information given by the Construction Documents. The VENDOR shall also review change orders prepared and submitted by RFQ CW24-001 General Engineering Consulting Services A-4 Contractor and review and make recommendations to the City for progress payments to the Contractor based on each project schedule of values and the percentage of work completed. The VENDOR will neither have control over or charge of. ror be responsible for, the construction means. methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the construction of the assigned task order projects. 1.12.1 The CITY shall maintain a record of all change orders. which shall be categorized to the various types, causes. etc. that may be determined useful and necessary for its purpose. 1.12.2 If the VENDOR is not the Construction Manager for the construction, the CITY shall notify the VENDOR within three (3) business days of the discovery of any architectural/engineering error or omission so that the VENDOR can be part of the negotiations resolving the claim between the CITY and the Contractor. 1.13 The VENDOR shall carefully review and examine the Contractor's schedule of values, together with any supporting documentation. The purpose of such review and examination will be to protect the CITY from an unbalanced schedule of values which allocates greater value to certain elements of each project than is indicated by industry standards, supporting documentation, or data. If the schedule of values is not found to be appropriate, it shall be returned to the Contractor for revision for supporting documentation. After making such examination, when the schedule of values is found to be appropriate, the VENDOR shall sign the schedule of values indicated in the belief that the schedule of values constitutes a reasonable, balanced basis for payment of the Application for Payment to the Contractor. 1 14 The VENDOR shall perform on-site construction observation 01 each project based on the Construction Documents in accordance with paragraph 1 19 "Resident Project Services" of this Agreement. The VENDOR observation shall determine the progress of the work completed, and whether the work is proceeding in a manner indicating that the work when fully competed will be in accordance with the Construction Documents. On the basis of site visits, the VENDOR will provide the CITY with a written report of each site visit in order to reasonably inform the CITY of the progress of the portion of the work completed. The VENDOR shall endeavor to identify for the CITY any defects and deficiencies in the work of contractors, and make written recommendation to the CITY where the work fails to conform to the Construction Documents. The VENDOR shall not have control over or charge of, or responsibility for the construction means, methods, techniques, sequences or procedures. or for safety precautions and programs in connection with the work, nor shall the VENDOR be responsible for the Contractor's failure to perform the work in accordance with the requirements of the Contract Documents. The VENDOR shall not have control over or charge of, and shall not be responsible for. acts or omissions of the Contractor or of any other persons or entities performing portions of the Work Based on such observation and the Contractor's Application for Payment, the VENDOR shall determine the amount due to the Contractor and shall issue Certificates for Payment in such amount. These Certificates will constitute a representation to the CITY based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated By issuing a Certificate of Payment, the VENDOR will also represent to the CITY that to the best of its information and belief. based on what its observation has revealed, the work is in accordance with the Construction Documents. The VENDOR shall conduct observations to determine the dates of substantial and final completion and issue a recommendation for final payment. 1 15 The VENDOR shall revise the Construction drawings and submit record or corrected drawings to the CITY to show those changes made during the constru;tion process based on the marked up prints, drawings, and other data furnished by the Contractor. The record drawings shall be provided in electronic format inclusive of conformed PDF files and AutoCad files in a form compatible with the CITY'S version of AutoCad formats for archival purposes. 1.16 The VENDOR shall attend regularly scheduled progress meetings on site bi-monthly or as otherwise determined based on a specific need established prior to construction by the CITY RR)CW24-001 General Engineering Consulting Services A-5 1 17 The VENDOR shall review change orders prepared and submitted by the Contractor for the CITY'S approval. VENDOR shall not authorize any changes in the work or time. no matter how minor, without prior written approval by the CITY. 1.18 Each projects construction or demolition shall be considered complete upon compilation of a punchlist by VENDOR, which shall be timely completed by Contractor to the satisfaction of the CITY, written notification to Contractor by VENDOR that all releases of liens are satisfied, and written recommendation by VENDOR for final payment to the Contractor which shall be at the sole discretion of the CITY. 1 19 RESIDENT PROJECT SERVICES: During the Construction progress of any work, the VENDOR will. if authorized by the CITY, provide resident project observation services to be performed by one or more authorized employees ("Resident Project Representative") of the VENDOR. Resident Project Representatives shall provide extensive observation services at the project site during construction. The Resident Project Representative will endeavor to identify for the CITY any defects and deficiencies in the work of the Contractor(s). Resident project observation services shall include but are not limited to the following. a. Conducting all pre-construction conferences: b. Conducting all necessary construction progress meetings:. c. Observation of the work in progress to the extent authorized by the CITY; d. Receipt, review coordination, and disbursement of shop drawings and other submittals: e. Maintenance and preparation of progress reports: f. Field observation and verification of quantities of equipment and materials installed; g. Verification of contractors' and subcontractors' payrolls and records for compliance with applicable contract requirements: h. Maintenance at each project site on a current basis of all drawings, specifications. contracts, samples, permits. and other project-related documents, and at the completion of each project, deliver all such records to the CITY; i. Preparation, update, and distribution of a project budget with each project schedule: j. Notification to the CITY immediately if it appears that eitner each project schedule or each project budget will not be met, k. Scheduling and conducting monthly progress meetings at which CITY. Engineer. general contractor, trade contractor. utilities representatives, and suppliers can jointly discuss such matters as procedures, progress, problems, and scheduling. I Recommending courses of action, and enforcing action selected by the CITY, if so directed by the CITY, if the general and/or trade contractors are not meeting the requirements of the plans specifications. and Construction Contract; m Development and implementation of a system for the preparation. review, and processing of change orders; n. Maintenance of a daily log of each project, o. Recording the progress of each project, and submission of written monthly progress reports to the CITY, including information on the Contractors'work and the percentage of completion: p. Determination of substantial and final completion of work and preparation of a list of incomplete and unsatisfactory items, and a schedule of their completion: and q. Securing and transmitting to the CITY, required guarantees: affidavits: releases: key manuals: record drawings; and maintenance stocks: The Resident Project Representative shall also investigate and report on complaints and unusual occurrences that may affect the responsibility of the VENDOR or the CITY in connection with the work. The Resident Project Representative shall be a person acceptable to the CITY. and the CITY shall have the right to employ personnel to observe the work in progress, provided, however. that such personnel as employed by the CITY. and such personnel will be responsible directly to the CITY in the performance of work that would otherwise be assumed and performed by the VENDOR. The Resident Project Representative shall not have control over or charge of, or responsibility for the construction means. methods. techniques, sequences, or procedures, or for safety precautions and programs in connection with the work, nor shall the Resident Project Representative be responsible for the Contractor's failure to perform the work in accordance with the iequirements of the Contract Documents. The Resident Project Representative shall not have control over or charge of, RFC)Cw24-001 General Engineering Consulting Services A•6 and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the work. Although VENDOR shall not be responsible for health or safety programs or precautions related to CITY's activities or those of CITY's other contractors and consultants or their respective subcontractors and vendors ("Contractors"), VENDOR shall nonetheless report to the Resident Project Representative health and safety conditions or deficiencies observed by VENDOR'S employees or representatives. VENDOR shall not be responsible for CITY's pre- existing site conditions or the aggravation of those preexisting site conditions to the extent not caused by the negligence or willful misconduct of VENDOR. VENDOR shall not be responsible for inspecting, observing, or correcting health or safety conditions or deficiencies of CITY, Contractors, or others at the project site ('Project Site ) other than for VENDOR's employees. sub-consultants, and vendors. 1.20 ADDITIONAL SERVICES 1.20.1 When additional services are necessary. they shall be specified in the written Task Order. Examples of additional non-exclusive services are: a. Preparation of applications and supporting documents for private or governmental grants, loans, or advances in connection with any particular project. b. Services to make measured drawings of or to investigate existing conditions or facilities or to verify the accuracy of drawings or other information furnished by or to the CITY c. Services resulting from significant changes in the general scope, extent, or character of any particular project or its design, including but not limited to changes in size, complexity, the CITY's schedule. character of construction or method of financing, and revising previously accepted studies, reports, design documents or Construction Contract Documents when such revisions are required by changes to laws. rules. regulations. ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond the VENDOR'S control. d. Providing renderings or models for the CITY's use e. Preparing documents for alternate Proposals requested by the CITY for work that is not executed for documents for out-of-sequence work. f. Investigations and studies involving but not limited to, detailed considerations of operations, maintenance, and overhead expenses: providing value engineering during the course of design; the preparation of feasibility studies: cash flow and economic evaluations. rate schedules, and appraisals; assistance in obtaining financing for a project' evaluating processes available for licensing and assisting the CITY in obtaining process licensing; detailed quantity surveys of material, equipment and labor. and audits or inventories required in connection with construction performed by the CITY. g. Assistance in connection with Proposal/proposal protests. re-bidding or re- negotiating contracts for construction, materials, equipment. or services, unless the need for such assistance is reasonably determined by the CITY to be caused by the VENDOR (e.g. defective plans and/or specifications which inhibit contractors from submitting proposals) in which event there shall be no additional cost for the provision of such services. h. Preparing to serve or serving as a VENDOR or witness for the CITY in any litigation, arbitration. or other legal or administrative proceeding i. Additional services in connection with a project not otherwise provided for in this Agreement. RFQ CW24-001 General Engineering Consulting Services A-7 j. Services in connection with a field order or change order requested by the CITY. k. Providing artwork. models. or renderings as requested by the CITY 1.21 When required by the Construction Contract documents in circumstances beyond the VENDOR'S control, and upon the CITY'S authorization, it will furnish the following additional services. a. Services in connection with work changes necessitated by unforeseen conditions encountered during construction. b Services after the award of each contract in evaluating and determining the acceptability of an unreasonable or excessive number of claims submitted by Contractor, except to the extent such claims are caused by the errors or omissions of the VENDOR. c. Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or negligent work of any contractor, 3)acceleration of the progress schedule involving services beyond normal working hours. or 4) default by any contractor, provided however. if a fire occurs as a direct result of errors or omissions in the design by the VENDOR or if the VENDOR fails to notify the Contractor of the deficient quality of their workmanship pursuant to VENDOR'S duties as described in the Contract Documents. the VENDOR's additional services shall be deemed part of Basic Services and compensated as such. d. Services in connection with any partial utilization of any part of a project by the CITY prior to Substantial Completion. e. Services to evaluate the propriety of substitutions or design alternates proposed by the Contractor and involving methods of construction, materials. or major project components either during bidding and/or Negotiation services or Construction Contract award. The cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. f. Services in making revisions to drawings and specifications occasioned by the acceptance of substitutions proposed by the Contractor. unless such substitutions are due to a design error by the VENDOR in which case such services shall be deemed Basic Services. Except when caused by a design error by the VENDOR, the cost of such services shall be borne by the Contractor, and this requirement shall be included in the construction contract. 1 22 CITY'S RESPONSIBILITIES 1.22.1 The CITY shall do the following in a timely manner so as not to delay the services of the VENDOR: 1.22.2 Designate in writing a person or persons to act as the CITY's representative with respect to the services to be rendered under this Agreement. Such person(s) shall have complete authority to transmit instructions and receive information with respect to the VENDOR'S services for a particular project. The CITY may have multiple CITY Representative(s) or project managers during the performance of this Agreement based on the specific Task Orders from each of the Scope Categories 1.22.3 Provide all criteria and full information as to the CITY's requirements for the Project, including design objectives and constraints. space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations. 1.22.4 Assist the VENDOR by providing, at the VENDOR's request. all available information pertinent to the Project, including previous reports and any other data relative to the design or construction of the project. RFQ CW24-001 General Engineering Consulting Services q_g 1.22.5 Furnish to the VENDOR. if required for the performance of VENDOR s services (except where otherwise furnished by the VENDOR as Additional Services). the following 1.22.6 Data prepared by, or services of others, including without limitations borings, probings and subsurface explorations, hydrographic surveys, laboratory tests, and inspection of samples. materials, and equipment; 1.22.6.1 Appropriate professional interpretations of all of the foregoing: 1.22.6.2 Environmental assessment and impact statements: 1.22.6.3 Property, boundary, easement, right-of-way, topographic and utility surveys: 1.22.6.4 Property descriptions: 1.22.6.5 Zoning, deed, and other land use restrictions; 1.22.6.6 Approval and permits required in the CITY's jurisdiction and those from outside agencies unless such approvals and permits are the responsibility of the VENDOR: and 1.22.6.7 Arrange for access to make all provisions for the VENDOR to enter upon the CITY's property as required for the VENDOR to perform services under this Agreement. 1.22.6.8 Consistent with the professional standard of care and unless otherwise specifically provided herein, VENDOR shall be entitled to rely upon the accuracy of data and information provided by the CITY or others without independent review or evaluation 1 23 SEQUENCE OF EVENTS 1.23.1 Following receipt of any Task Order, the VENDOR shall submit to the CITY, at least five (5) business days prior to actual commencement of services, a schedule of services and expenses for approval by the CITY before any services commence. The CITY reserves the right to make changes to the sequence as necessary to facilitate the services or to minimize any conflict with operations 1.23.2 Task Orders will be issued to the VENDOR in the order in which the CITY wishes. and shall be performed and completed in the order they aie issued, unless otherwise specifically permitted by the CITY Minor adjustments to the timetable for completion approved by the CITY in advance, in writing, shall not constitute non-performance by VENDOR pursuant to this Agreement. 1.23.3 In accordance with the CITY's Purchasing Policy Manual, proposals received by the VENDOR as a result of a Task Order that exceeds the Procurement threshold amount, will require approval from CITY Commission before the execution of services. 1 23.4 When the CITY issues Task Orders to the VENDOR, each authorization shall contain a stated completion schedule. If caused by the negligent errors or omissions of VENDOR, failure of the VENDOR to meet the stated schedule shall constitute a default for which payment for services may be withheld until default is cured. Time extensions will be reviewed upon request for extenuating circumstances. 1.23.5 It is anticipated and intended that the VENDOR will be authorized to begin new Task Order(s) on a "rolling" basis, as some already assigned Task Orders near timely completion. If a subsequent Task Order is issued to the VENDOR before it has completed the current Task Order, the completion date for each Task Order will remain independent of each other so that the VENDOR will prioritize the uncompleted Task Order from the first Task Order and finish as soon as practical Failure to RFQ CW24-001 General Engineering Consulting Services A-9 complete the older" Task Orders in a timely manner may adversely impact continued early authorization to start subsequent work. 1.23.6 When the VENDOR has exceeded the stated completion date. including any extension for extenuating circumstances, which may have been granted. a written notice of Default will be issued within seven (7) calendar days of the date that the default became active with a requirement of seven (7) calendar days to cure said default, to the VENDOR and payment for services rendered shall be withheld until such time that the CITY has determined that default has been cured 1.23.7 Should the VENDOR exceed the assigned completion time, the CITY reserves the right not to issue to the VENDOR any further Task Order(s) until such time as it is no longer in default and the VENDOR has demonstrated to the CITY s satisfaction, the reasons for tardy completion have been addressed and are not likely to be repeated in subsequent Task Orders. This restricted issuance provision may result in the VENDOR not being issued all of the planned work the CITY anticipated in this Agreement. The VENDOR shall have no right to the balance of any work or to any compensation associated with these non-issued Task Orders due to the VENDOR being rendered in default. 1.23.8 Should the VENDOR remain in default for a period of fifteen(15)consecutive calendar days beyond the time frame provided in Paragraph 1.23.6, the CITY may at its sole option retain another VENDOR to perform any Services arising out of this Agreement and/or terminate this Agreement. 1.24 DEFINITION OF DEFAULT 1.24.1 An event of default shall mean a material breach of this Agreement. Without limiting the generality of the foregoing and in addition to those instances referred to as a material breach, an event of default shall include the following: a. VENDOR has not performed services on a timely basis due to VENDOR's negligent errors or omissions. b. VENDOR has refused or failed to supply enough properly skilled personnel: c. VENDOR has failed to make prompt payments to VENDOR's sub-consultants or suppliers for any services after receiving payment from the CITY for such services or supplies. d. VENDOR has failed to obtain the approval of the CITY where required by this Agreement: e. VENDOR has refused or failed to provide the services as defined in this Agreement; f VENDOR has filed bankruptcy or any other such insolvency proceeding and the same is not discharged within ninety(90)calendar days of such date: g. CITY has failed to make payments to VENDOR in accordance with the requirements of this Agreement: 1.24.2 In the event of Default, the VENDOR shall be liable for all damages resulting from the Default including a. The difference between the amount that has been paid to the VENDOR and the amount required to complete the VENDOR's Services, provided the fees by the firm replacing the VENDOR are reasonable and the hourly rates do not exceed the VENDOR'S rates. This amount shall also include procurement and administrative costs incurred by the CITY. b In the event of default by the City. VENDOR may suspend the Services pending receipt of such payment. 1.24.3. The CITY may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy given or otherwise existing and may be exercised from time to time and as often and in such order as may be deemed expedient by the CITY. The exercise or the beginning of RFQ CW24-001 General Engineering Consulting Services A-10 the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The CITY's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the CITY in law or in equity. 1.25 VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY. 1.26 The CITY's Representative during the performance of this Agreement shall beKeithWebber, or Designee. 1.27 The VENDOR's Representative during the performance of the Agreement shall be Bruno • - Elias Ramos(ber@beai.com) 2. TERM.The initial Agreement period shall be for an initial term of two(2)years,commencing on 11/19/2024,and shall remain in effect through 11/18/2026.The City reserves the right to automatically renew the Agreement for two(2)two-year renewals subject to termination clause(s)as provided herein. The City requires firm fixed rates for the initial agreement term. Either party must give a sixty (60) calendar day(s) written notice prior to the Agreement anniversary date of the intent to not renew for the renewal term. The initial term and any exercised renewal terms are collectively referred to as the "Term." Automatic renewal terms will be based on the same terms, conditions, pricing, specifications,and services herein. The VENDOR understands and acknowledges that all services to be performed will be governed by this Agreement and that there is no guarantee of any assignment, minimum amount of professional services,compensation,or future work being given to the VENDOR. 3. Limited Term Extension: The CITY may, at its sole discretion and without further City Commission action, extend the term of this Agreement for an additional one-hundred and eighty (180) calendar days (the "limited term extension") by filing a written notice signed by the Vendor and the City's Purchasing Department. At no time shall this limited term extension extend more than one-hundred eighty (180) calendar days beyond the expiration date of this Agreement without further City Commission approval. The VENDOR will be reimbursed for these services at the rate in effect when this limited term extension clause was invoked by the CITY. 4. TIME OF PERFORMANCE/METHOD OF ORDERING SERVICES., 4.1. Services under this Agreement shall commence upon the CITY's written notice to the VENDOR through an executed Task Order. The VENDOR shall perform all Services and provide all work products required pursuant to this Agreement and the specific Task Order by the sequence of events, or unless the CITY grants an extension of time in writing. 4.2. Limitations. No Task Order issued under this Agreement will be valid if the estimated construction cost of the specific project or the study activity fee exceeds the amounts set forth in Section 287.055, Florida Statutes. 4.3. VENDOR shall complete each Task Order executed during the Term without regard to whether such completion would cause Services to be performed after the expiration date of this Agreement. Any Task Order for which performance extends beyond the Term may be amended after that expiration date, provided that any additional Services, time, and compensation are permitted under this Agreement. The terms and conditions of this Agreement shall continue to govern Task Orders notwithstanding the expiration of this Agreement. 5. PAYMENT. The VENDOR shall be paid by the CITY for completed work and for Services rendered as follows: a. Payment for the Services provided by VENDOR shall be made in accordance with the Fee Schedule as provided in Exhibit B attached hereto. b. Payment as provided in this section by the CITY shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment, and incidentals necessary to complete the Services. c. Compensation for vendor's sub-consultants will be negotiated based on each Task Order. Compensation will be through a direct mark-up in accordance with the Fee Schedule attached RFQ CW24-001 General Engineering Consulting Services A-11 hereto. Sub-consulting services shall be approved by the City's representative in writing prior to performance of the sub-consulting work. Consulting time for processing and management of the VENDOR's sub-consultant shall not be included in direct cost as the direct mark-up is applied for management efforts. d. The VENDOR may submit invoices to the CITY once per month during the progress of the Srevices for partial payment. Such invoices will be checked by the CITY, and upon approval thereof, payment will be made to the VENDOR in the amount aparoved. e In certain cases where incremental billing for partially completed Services is permitted by the CITY's representative, the total incremental billings shall not exceed the percentage of estimated completion of identifiable deliverables or accepted deliverables as of the billing date. f. Computation of Time Charges/Not-to-Exceed Method of Payment. When a service is to be compensated based on time charge/not-to-exceed method, the VENDOR shall submit a not- to-exceed proposal to the CITY's representative for prior approval based on estimated labor hours and hourly rates,which shall not exceed the established hourly rates set forth in the Fee Schedule, plus any sub-consultant services and other related ccsts supporting the proposed Services The CITY shall not be obligated to reimburse the VE NDOR for costs incurred in excess of the total not-to-exceed cost amount. g. Final payment of any balance due to the VENDOR of the total Task Order price earned will be made promptly upon its ascertainment and verification by the CITY after the completion of the Services under this Agreement and its acceptance by the CITY. h Final Invoice: In order for both parties herein to close their books and records, the VENDOR will clearly state"Final Invoice"on the VENDOR's final/last billing:o the CITY. The final invoice certifies that all services have been properly performed and all charges and costs have been invoiced to the CITY. Since this account will thereupon be closed, any other further charges, if not properly included on this invoice, are considered waived by the VENDOR. i. The VENDOR's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the CITY and State for a period of five (5) years after the termination of the Agreement. Copies shall be made available upon request. j. Hourly rates shall remain fixed and firm for the initial two (2) year period of this Agreement. Cost of subsequent years and any extension terms shall be subject to an adjustment only if increases incur in the industry. However, unless very unusual and significant changes as determined by the City. have occurred in the industry, such increases shall not exceed 5% per year, or whichever is less. the latest yearly percentage increase in the All Urban Consumer Price Index (CPI-U) (National) as published by the BureaUJ of Labor Statistics, U.S. Department of Labor. The yearly increase or decrease in the CPI shall be based on the latest index published and available ninety (90) calendar days prior to the end of the Agreement year then in effect. compared to the index for the same month one (1) year prior. Any requested cost increase shall be fully documented and submitted to the CITY at least sixty (60) calendar days prior to the Agreement anniversary date. Any approved cost adjustments shall become effective upon the anniversary date of this Agreement In the event the CPI or industry costs decline. the CITY shall have the right to receive from the VENDOR, a reasonable reduction in costs that reflect such changes in the industry. All rate increases above 2% must be approved by the City Commission on the recommendation of the Director of Financial Services. k. The CITY may after examination, refuse to accept the adjusted costs if they are not properly documented, increases are considered to be excessive, or decreases are considered to be insufficient. In the event the CITY does not wish to accept the adjusted costs and the matter cannot be resolved to the satisfaction of the CITY, the Agreement may be canceled by the CITY upon giving thirty(30) calendar days' written notice to the VENDOR. i. All payments shall be governed by the Local Government Prompt Payment Act. as set forth in Part VII, Chapter 218, Florida Statutes. RFQ CW24-001 General Engineenng Consulting Services A-12 6. OWNERSHIP AND USE OF DOCUMENTS. Upon completion of any project / Task Order and final payment to VENDOR, all documents. drawings. specifications. and other materials produced by the VENDOR in connection with the services rendered under this Agreement sha I be the property of the CITY whether the project for which they are made is executed or not. Notwithstanding the foregoing, the VENDOR shall maintain the rights to reuse standard details and other design copies. including reproducible copies, of drawings and specifications for information. reference, and use in connection with VENDOR's endeavors. Any use of the documents for purposes other than as originally intended by this Agreement, without the written consent of VENDOR, shall be at the CITYS sole risk and without liability to VENDOR and VENDOR's sub-consultants. 7. FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures provided in the Agreement have been appropriated by the CITY in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 8 WARRANTIES AND REPRESENTATIONS. VENDOR represents and warrants to the CITY that it is competent to engage in the scope of services contemplated under this Agreement and that it will retain and assign qualified professionals to all assigned projects during the term of this Agreement. VENDOR's Services shall meet or exceed the standard of care and skill ordinarily used by members of VENDOR's profession practicing under similar circumstances. In submitting its response to the RFQ, VENDOR has represented to CITY that certain individuals employed by VENDOR shall provide services to CITY pursuant to this Agreement. CITY has relied upon such representations. Therefore.VENDOR shall not change the designated Project Manager for any project without the advance written approval of the CITY, which consent may be withheld in the sole and absolute discretion of the CITY. 9. COMPLIANCE WITH LAWS. VENDOR shall. in performing the services contemplated by this Agreement. faithfully observe and comply with all federal, state, and local laws, ordinances, and regulations that are applicable to the services to be rendered under this Agreement. 10. INDEMNIFICATION. A. The VENDOR shall indemnify and hold harmless CITY and its current, oast. and future officers and employees from liabilities, damages, losses, and costs. including, but not limited to, reasonable attorneys'fees,to the extent caused by the negligence, recklessness,or intentionally wrongful conduct of VENDOR or other persons employed or utilized by VENDOR in the performance of this Agreement. Neither p.. . to this Ag : nt shall i. io any Um,: party claiming directly c through the other respective party. for any special, incidental, indirect or consequential damages of any kind. including but not limited to lost profits or use that may result from this Agreement or out of the services or goods furnished hereunder. B. The parties understand and agree that the covenants and representations relating to this indemnification provision shall survive the term of this Agreement and continue in full force and effect as to the party's responsibility to indemnify. C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and immunities under the common law or§768.28, Fla. Stat., as may be amended from time to time. PURSUANT TO FLORIDA STATUTE, NO INDIVIDUAL DESIGN PROFESSIONAL EMPLOYED BY OR ACTING AS AN AGENT OF VENDOR MAY BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM THE NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF THIS AGREEMENT 11 INSURANCE. A. During the performance of the services under this Agreement. VENDOR shall maintain the following insurance policies. and provide originals or certified copies of all policies to CITY's Risk Management Director. All policies shall be written by an insurance company authorized to do business in Florida. VENDOR shall be required to obtain all applicable insurance coverage, as indicated below, prior to commencing any service pursuant to this Agreement: a. Worker's Compensation Insurance: The VENDOR shall procure and maintain for the life of this Agreement. Worker's Compensation Insurance covering all employees RFC)CW24-001 General Engineering Consulting Services A-13 with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws This coverage must extend to any subcontractor that does not have their own Worker's Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Boynton Beach, executed by the insurance company. b. Comprehensive General Liability: The VENDOR shall procure and maintain for the life of this Agreement. Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations: Independent consultants, Products-Completed Operations, and Contractual Liability with specific reference to Article 7, "Indemnification" of this Agreement. This policy shall provide coverage for death, personal injury, or property damage that could arise directly or indirectly from the performance of this Agreement. VENDOR shall maintain a minimum coverage of 51.000,000 per occurrence and 51,000,000 aggregate for personal injury/ and $1,000.000 per occurrence/aggregate for property damage. The general liability insurance shall include the CITY as an additional insured and shall include a provision prohibiting cancellation of the policy upon thirty(30)calendar days prior written notice to the CITY. c. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of this Agreement.. Business Automobile Liability Insurance. The VENDOR shall maintain a minimum amount of$1.000.000 combined single limit for bodily injury and property damage liability to protect the VENDOR from claims for damage for bodily and personal injury. including death. as well as from claims for property damage. which may arise from the ownership, use of maintenance of owned and non-owned automobile. included rented automobiles, whether such operations be by the VENDOR or by anyone directly or indirectly employed by the VENDOR. d. Professional Liability (Errors and Omissions) Insurance. The VENDOR shall procure and maintain for the life of this Agreement n the minimum amount of $1,000.000 per occurrence. e. Umbrella/Excess Liability Insurance: in the amount of $1.000,000 00 as determined appropriate by the CITY depending on the type of job and exposures contemplated. Coverage must follow the form of the General Liability. Auto Liability. and Employer's Liability. This coverage shall be maintained for a period of no less than the later of three (3) years after the delivery of goods/services or final payment pursuant to the Agreement. B. VENDOR shall provide the CITY with all Certificates of Insurance required under this section prior to beginning performance under this Agreement. Failure to maintain the required insurance will be considered a default of the Agreement. C. The CITY shall be named as an additional insured. The coverage shall contain no limitations on the scope of protection afforded to the CITY, its officers.officials,employees,or volunteers.A current valid insurance policy meeting the requirements herein identified shall be maintained during the duration of this Agreement, and shall be endorsed to state that coverage shall not be suspended, voided, or canceled by either party, reduced in coverage in limits except after thirty (30) calendar days prior written notice by either certified mail. return receipt requested. has been given to the CITY. D. The CITY reserves the right to reasonably require any additional insurance coverage or increased limits as determined necessary by the Risk Management Director. The CITY reserves the right to review. modify, reject, or accept any required policies of insurance, including limits, coverage, or endorsements throughout the term of the Agreement. 12. INDEPENDENT VENDOR/CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an independent vendor/contractor with respect to the services provided pursuant to this Agreement Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither VENDOR nor any employee of VENDOR shall be entitled to any benefits accorded CITY employees by virtue of the services provided under this Agreement. The CITY shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or for contributing RFC)CW24-001 General Engineering Consulting Services A-14 to the state industrial insurance program, otherwise assuming the duties of an employer with respect to VENDOR, or any employee of VENDOR. 13 COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that he has not employed or retained any company or person. other than a bona fide employee working solely for the VENDOR, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the VENDOR any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the CITY shall have the right to annul this Agreement without liability or. in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission. percentage, brokerage fee gift. or contingent fee. 14 TRUTH-IN-NEGOTIATION CERTIFICATE. A. Execution of this Agreement by the VENDOR shall act as the execu'ion of a truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement is accurate, complete, and current as of the date of the Agreement and no higher than those charged the VENDOR's most favored customer for the same or substantially similar service. B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY determine that the rates and costs were increased due to inaccurate, incomplete, or non-current wage rates or due to inaccurate representations of fees paid to outside VENDORs. The CITY shall exercise its rights under this "Certificate" within one (1) year following payment. 15 SUBCONTRACTING. A. VENDOR shall not utilize the services of any sub-consultant without the prior written approval of CITY B The CITY reserves the right to accept the use of a sub-consultant or to reject the selection of a particular sub-consultant and to inspect all facilities of any sub-consultant in order to make a determination as to the capability of the sub-consultant to perform properly under this Agreement. If the VENDOR uses any sub-consultants on this project, the following provisions of this Article shall apply• C. If a sub-consultant fails to perform or make progress, as required by this Agreement. and it is necessary to replace the sub-consultant to complete the Services in a timely fashion, the VENDOR shall promptly do so, subject to acceptance of the new sub-consultant b/ the CITY The substitution of a sub-consultant shall not be adequate cause to excuse a delay in the performance of any portion of this Agreement as set forth in the Scope of Work or applicable Task Order. D The VENDOR, its sub-consultants. agents, servants. or employees agree to be bound by the terms and conditions of this Agreement and its agreement with any sub-consultant for work to be performed for the CITY the VENDOR must incorporate the terms of this Agreement 16. DISCRIMINATION PROHIBITED. The VENDOR. with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, color, national origin religion, creed, age, sex. or the presence of any physical or sensory handicap in the selection and retention of employees or procurement of materials or supplies. 17. ASSIGNMENT. The VENDOR shall not sublet or assign any of the services covered by this Agreement without the express written consent of the CITY 18 NON-WAIVER. A waiver by either CITY or VENDOR of any breach of this Agreement shall not be binding upon the waiving party unless such waiver is in writing. In the event of a written waiver, such a waiver shall not affect the waiving party's rights with respect to any other or further breach The making or acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. 19 TERMINATION. RFO CW24-001 General Engineering Consulting Services A.15 A. Termination for Convenience. This Agreement may be terminated by the CITY for convenience. upon fourteen (14) calendar days of written notice by the terminating party to the other party for such termination in which event the VENDOR shall be paid its compensation for services performed to the termination date, including services reasonably related to termination In the event that the VENDOR abandons the Agreement or causes it to be terminated, the VENDOR shall indemnify the CITY against loss pertaining to this termination. B. Termination for Cause. In addition to all other remedies available to CITY, this Agreement shall be subject to cancellation by CITY for cause, should VENDOR neglect or fail to perform or observe any • of the terms. provisions. conditions, or requirements herein contained. if such neglect or failure shall continue for a period of thirty (30) calendar days after receipt by VENDOR of written notice of such neglect or failure. 20. DISPUTES. A. Any and all legal action necessary to enforce the terms of this Agreement shall be governed by the laws of the State of Florida. Any legal action arising from the terms of this Agreement shall be submitted to a court of competent jurisdiction exclusively located in Palm Beach County. B. Correction of Work If. in the judgment of CITY, work provided by VENDOR does not conform to the requirements of this Agreement, or if the work exhibits poor workmanship, CITY reserves the right to require that VENDOR correct all deficiencies in the work to bring the work into conformance without additional cost to CITY, and/or replace any personnel who fail to perform in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-conformance and the quality of workmanship. C. Remedies in Default. In case of default by VENDOR, CITY shall notify VENDOR, in writing, of such abandonment. delay, refusal, failure, neglect. or default and direct VENDOR to comply with all provisions of the Agreement. If the abandonment, delay.refusal,failure. neglect, or default is not cured within seven (7) calendar days of when notice was sent by CITY. CITY may declare a default of the Agreement and notify VENDOR of such declaration of default and terminate the Agreement. a Upon such declaration of default, all payments remaining due VENDOR at the time of default, less all sums due CITY for damages suffered or expenses incurred by reason of default, shall be due and payable to VENDOR. b CITY may complete the Agreement, or any part thereof, either by day labor. use of a subcontractor, or by re-letting a contract for the same, and procure the equipment and the facilities necessary for the completion of the Agreement, and charge the cost of same to VENDOR together with the costs incident thereto to such default. c. In the event CITY completes the Agreement at a lesser cost than would have been payable to VENDOR under this Agreement, if the same had been fulfilled by VENDOR. CITY shall retain such differences. Should such cost to CITY be greater. VENDOR shall pay the amount of such excess to the CITY. d. Notwithstanding the other provisions in this Article CITY reserves the right to terminate the Agreement at any time.whenever the service provided by VENDOR fails to meet reasonable standards of the trade after CITY gives written notice to the VENDOR of the deficiencies as set forth in the written notice within thirty (30) calendar days of the receipt by VENDOR of such nctice from CITY. 21. UNCONTROLLABLE FORCES. 21.1 Neither the CITY nor VENDOR shall be considered to be in default of this Agreement if delays in or failure of performance shall be due to Uncontrollable Forces. the effect of which, by the exercise of reasonable diligence, the non-performing party could not avoid The term -Uncontrollable Forces" shall mean any event which results in the prevention or delay of performance by a party of its obligations under this Agreement and which is beyond the reasonable control of the non-performing party. It includes, but is not limited to fire, flood, RFQ CW24-001 General Engineering Consulting Services A-16 earthquakes, storms, lightning, epidemic. war, riot. civil disturbance, sabotage. and governmental actions. 21 2 Neither party shall, however. be excused from performance if non-performance is due to forces, which are preventable, removable. or remediable, and which the non-performing party could have, with the exercise of reasonable diligence. prevented, removed or remedied with reasonable dispatch The non-performing party shall, within a reasonable time of being prevented or delayed from performance by an uncontrollable force, give written notice to the other party describing the circumstances and uncontrollable forces preventing continued performance of the obligations of this Agreement. 22 CITY PROVIDED INFORMATION AND SERVICES. 22.1 CITY shall furnish VENDOR available studies. reports, and other data pertinent to VENDOR'S services: obtain or authorize VENDOR to obtain or provide additional reports and data as required: furnish to VENDOR services of others required for the performance of VENDOR's Services hereunder, and VENDOR shall be entitled to use and rely upon all such information and services provided by CITY or others in performing VENDOR's Services under this Agreement. 23 ESTIMATES AND PROJECTIONS. 231 In providing opinions of cost, financial analyses. economic feasibility projections, and schedules for potential projects, VENDOR has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs:competitive bidding procedures and market conditions: time or quality of performance of third parties; quality. type. management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule Therefore. VENDOR makes no warranty that CITY's actual project costs. financial aspects. economic feasibility, or schedules will not vary from VENDOR's opinions, analyses. projections. or estimates 24. THIRD PARTIES. 24.1 The services to be performed by VENDOR are intended solely for the benefit of CITY No person or entity not a signatory to this Agreement shall be entitled to rely on VENDOR's performance of its services hereunder. and no right to assert a claim against VENDOR by assignment of indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of VENDOR's services hereunder. 25. NOTICES Notices to the CITY shall be sent to the following address Daniel Dugger. City Manager City of Boynton Beach 100 E Ocean Avenue Boynton Beach, FL 33435 Telephone No. (561) 742-6000 Notices to VENDOR shall be sent to the following address: ATTN: Bruno—Elias Ramos BEA Architects, Inc. Address: 11575 NW 7th Avenue Miami, FL 33168 Phone: 305-461-2053 _ Email: beamarketing@beai.com 26. INTEGRATED AGREEMENT. This Agreement, together with RFQ and any addenda and/or attachments, represents the entire and integrated Agreement between the CITY and the VENDOR and supersedes all prior negotiations, representations. or agreements, written or oral. This Agreement may be amended only by written instrument signed by both CITY and VENDOR RFO CW24-001 General Engineering Consulting Services A-17 27. PUBLIC RECORDS. The CITY is a public agency subject to Chapter 119, Floi ida Statutes. The VENDOR shall comply with Florida's Public Records Law. Specifically, the VENDOR snail: A. Keep and maintain public records required by the CITY to perform the service: B. 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 Chapter 119, Fla Stat. or as otherwise provided by law: C Ensure that public records that are exempt or that are confidential and exempt from public record disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and, following completion of the Agreement. VENDOR shall maintain in a secured manner all copies of such confidential and exempt records remaining in its possession once the VENDOR transfers the records in its possession to the CITY. and D Upon completion of the Agreement. VENDOR shall transfer to the CITY, at no cost to the CITY, all public records in VENDOR's possession.Al'records stored electronically by VENDOR 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 VENDOR HAS QUESTIONS REGARDING THE. APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: CITY CLERK 100 E. OCEAN AVENUE BOYNTON BEACH, FLORIDA, 33435 TELEPHONE: 561-742-6060 CityClerk(a)bbtl.us 28. E-VERIFY. 28.1 VENDOR certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes. as may be amended from time to time and briefly described herein below. Definitions for this Section: A "Contractor, Vendor, Proposer. Consultant" means a person or entity that has entered or is attempting to enter into a contract with a public employer to provide labor. supplies. or services to such employer in exchange for a salary. wages, or other remuneration. "Contractor" includes, but is not limited to, a vendor or consultant. B. "Subcontractor'. means a person or entity that provides labor, supplies, or services to or for a contractor or another subcontractor in exchange for a salary. wages. or other remuneration. C. "E-Verify system" means an Internet-based system operated by the United States Department of Homeland Security that allows participating employers to electronically verify the employment eligibility of newly hired employees 281 2 Registration Requirement: Termination: Pursuant to Section 448.095. Florida Statutes. effective January 1, 2021, Contractors. shal register with and use the E- RFQ CW24-001 General Engineering Consulting Services A-18 Verify System in order to verify the work authorization status of all newly hired employees. Contractor shall register for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of A. All persons employed by a Contractor to perform employment duties within Florida during the term of the Agreement; B. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by Contractor to perform work pursuant to the contract with the City of Boynton Beach The Contractor acknowledges and agrees that registration and use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the City of Boynton Beach: and C By entering into this Agreement, the Contractor shall comply with the provisions of Section 448.095, Fla. Stat., "Employment Eligibility," as amended from time to time. This includes, but is not limited to registration and utilization of the E-Verify System to verify the work authorization status of all newly hired employees. Contractor shall also require all subcontractors to provide an affidavit attesting that the subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the duration of the contract. 28.1.3 Contract Termination. If the City has a good faith belief that a person or entity with which it is contracting has knowingly violated s. 448.09 (1), Fla. Stat., the contract shall be terminated 29 SCRUTINIZED COMPANIES 287.135 and 215.473. By execution of this Agreement. VENDOR certifies that VENDOR is not participating in a boycott of Israel. VENDOR further certifies that VENDOR is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List. and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has VENDOR been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The CITY shall provide notice. in writing, to VENDOR of the CITY's determination concerning the false certification. VENDOR shall have five(5)calendar days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term. VENDOR shall have ninety(90)calendar days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If VENDOR does not demonstrate that the CITY's determination of false certification was made in error then the CITY shall have the right to terminate the contract and seek civil remedies pursuant to Section 2E7.135, Florida Statutes, as amended from time to time. 30 SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign immunity by the CITY or as a waiver of limits of liability or rights the CITY may have under the doctrine of sovereign immunity or under Section 768 28, Florida Statutes. 31. CONFLICTS. If there is a conflict or inconsistency between any term, statement, requirement, or provision of this Agreement. Exhibits, any Task Order, VENDOR's Proposal, or other documents incorporated into this Agreement. such conflict shall be resolved pursuant to the following order of precedence (1) this Agreement. (2) any Task Order, (3) the RFQ. and (4) VENDOR's Proposal 32 COMPLIANCE WITH STATE ENERGY POLICY AND CONSERVATION ACT. VENDOR shall comply with all mandatory standards and policies relating to energy efficiency contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871). 33 DOMESTIC PREFERENCE FOR PROCUREMENTS. As appropriate and to the extent consistent with law, the VENDOR should. to the greatest extent practicable. provide a preference for the purchase, acquisition, or use of goods. products, or materials produced in the United States. This includes. but is not limited to iron. aluminum. steel. cement, and other manufactured products. For purposes of this clause: Produced in the United States means. for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States Manufactured products mean items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete.glass.including optical RFQ CW24-001 General Engineering Consulting Services A-19 fiber: and lumber 34. LICENSE AND DELIVERY OF WORKS SUBJECT TO COPYRIGHT AND DA—A RIGHTS. If applicable, the VENDOR grants to CITY. a paid-up, royalty-free, nonexclusive. irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this Agreement. VENDOR will identify such data and grant to the CITY or acquire on its behalf a license of the same scope as for data first produced in the performance of this contract. Data. as used herein,shall include any work subject to copyright under 17 U.S.C. § 102. for example, any written reports or literary works, software and/or source code. music, choreography, pictures or images. graphics, sculptures, videos, motion pictures or other audiovisual works. sound and/or video recordings. and architectural works Upon or before the completion of this Agreement. VENDOR will deliver to the VENDOR data first produced in the performance of tnis contract and data required by the contract but not first produced in the performance of this Agreement in formats acceptable by VENDOR 35. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or any subcontractor will have access to an individual's personal identifying information under this Agreement. VENDOR represents and certifies: (i) VENDOR is not owned by the government of a foreign country of concern: (ii) the government of a foreign country of concern does not have a controlling interest in VENDOR; and (iii) VENDOR is not organized under the laws of and does not have its principal place of business in. a foreign country of concern. Prior to VENDOR and any subcontractor having access to personal identifying information pursuant to this Agreement, VENDOR and any subcontractor shall submit to City executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity does not meet any of the criteria in Section 287 138(2), Florida Statutes.Compliance with the requirements of this section is included in the requirements of a proper invoice. Terms used in this section that are not otherwise defined in this Agreement shall have the meanings ascribed to such terms in Section 287.138, Florida Statutes 36. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, VENDOR shall provide CITY with an affidavit attesting that the VENDOR does not use coercion for labor or services. in accordance with Section 787.06(13), Florida Statutes. 37 COUNTRIES OF CONCERN VENDOR represents that it is. and for the duration of the Term will remain, in compliance with Section 286.101, Florida Statutes. 38 DULY LICENSED VENDOR represents that it is duly licensed in Florida to perform the Services under this Agreement and that it will continue to maintain all licenses and approvals required to conduct its business. SIGNATURE PAGE FOLLOWS RFQ CW24-001 General Engineering Consulting Services A-20 1 This Agreement will take effect once signed by both parties This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties A facsimile signature shall constitute an original signature for all purposes IN WITNESS WHEREOF the parties hereto have executed this Agreement in multiple copes. each l of which shall be considered an original on the following dates DATED this j�`d y of 1over-Inb.e1--- 2( „9-ci CITY OF BOYNTON BE; H � 7--� iixao2t (-.-----d - . . Ty P_:,.- ;;, or (Authorized Official Name). (Vendor) u0 E E. Kms__ Print Name of Authorized Official H res-;denf Title l, . ^.- ir Al 'Corporate Seal) ` Attest/'uthenttcate• v * �. '4 e litli ir he . •. neJ P' � . 0. 44 .Z - Print Na e Approved as to Form .‘%a(//Xi j OF BO yryTO. .. ,*011..,c3,,,...4/ Shawna G Lamb Office of the City Attorney ;�,� • 11 j SEA .•• � çfuhen .ted S W CORI'0 •-Tl 6, R ,, 111 1920 TED: hr, Maylee Je s City Jerk �1 ;(•Q�ID� ...•r Jam, '...„.,.._.. .. RFQ CW24 001 General Engineenng Consulting Services 421 EXHIBIT A Form of Task Order CITY OF BOYNTON BEACH General Engineering Consulting Services Task Order Task Order No. Consultant: 1. Task/Project. (Insert title and brief description) 2. Detailed Scope of Professional Services. A detailed scope of services under this Task Order, in accordance with the phases of service detailed in the Agreement, is attached as Exhibit 3. Deliverables and Schedule. For study/design related services: Consultant shall deliver to the City the deliverables specified at the time indicated on the attached Exhibit For project administration services: Consultant shall provide project/construction administration services in accordance with the Agreement and project schedule. 4. Compensation. The total estimated construction costs of the Project or the cost of the study or report for this Task Order may not exceed the amounts set forth in Section 287.055, Florida Statutes. The total Fee to be paid to the Consultant under this Task Order shall not exceed , based on the hourly rates currently in effect under the Agreement. A detailed fee schedule is attached as Exhibit The payment schedule (based on deliverables) is attached as Exhibit 5. Agreement Reference. This Task Order shall be performed under the terms and conditions described within the General Engineering Consulting Services Agreement, dated , 20 , by and between the City of Boynton Beach and ("Consultant"), Contract No. 6. Insurance. Consultant shall maintain insurance coverages in accordance with the Agreement and hereby confirms that Certificate(s) of Insurance evidencing current policies meeting the requirements of the Agreement are on file with the City as of the date of this Task Order. 7. Exhibits. All attached Exhibits are incorporated fully into this Task Order and the Agreement. RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A 8. Notice to Proceed (Task Order Form and Purchase Order). ❑ If checked, Consultant's receipt of a fully-executed copy of this Task Order and Purchase Order (PO) shall serve as the Notice to Proceed under this Task Order, effective as of the date the fully-executed Task Order was emailed to the Consultant. ❑ If checked, Consultant shall commence Services under this Task Order as specified in a forthcoming Purchase Order (PO) and Notice to Proceed. CONSULTANT: CITY OF BOYNTON BEACH By: By: Daniel Dugger, City Manager Print Name: Date: , 20 Date: 20 City Attorney's Office Approved as to form and legality By: RFQ CW24-001 General Engineering Consulting Services Task Order Form Exhibit A EXHIBIT B Fee Schedule- BEA Architects, Inc. PERSONNEL CLASSIFICATIONS HOURLY RATE Principal $280.00 Senior Project Manager $250.00 Project Manager $200.00 Quality Assurance Officer $200.00 Senior Engineer $200.00 Senior Cost Estimator $200.00 Sr. Electrical Engineer $200.00 Electrical Engineer $180.00 Sr. Construction Manager $200.00 Construction Manager _ $180.00 Scheduling & Cost Estimator $180.00 Sr. Mechanical Engineer $200.00 Mechanical Engineer $180.00 LEED Administrator $162.00 Engineer $140.00 Staff Engineer $140.00 Architect $150.00 Senior Architect $200.00 Landscape Architect $160.00 Senior Technical Support $130.00 Inspector(Zoning & Landscape) $170.00 Inspector(Transportation) Senior Landscape Architect $200.00 Senior Surveyor/Mapper Surveyor/Field Survey Chief Designer $130.00 Landscape Designer $120.00 Senior Landscape Designer $155.00 Certified Arborist $170.00 Senior Designer $182.00 Urban Designer Hydrogeologist Principal Hydrogeologist Planning Technician GIS Specialist Structural Engineer Sr. CADD/Technician $130.00 Architectural CADD/Technician _ $125.00 Planner $150.00 Senior Planner $200.00 Transportation Planner Transportation Planning Technician Construction Inspector Specifications $180.00 Clerical/Administrative $95.00 Reimbursable Expenses: Direct costs such as postage, prints, and delivery services will be billed at cost. Mark-up % Sub-Consultants Fee: RFQ CW24-001 General Engineering Consulting Services Fee Schedule Exhibit B ATTACHMENT "A" City of Boynton Beach Risk Management Department INSURANCE AUI'ISOR1 1 ORNI Under the terms and conditions of all contracts.leases.and agreements. the City require:,appropriate coverages listing the City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as "Certificate Holder" arid "The City of Boynton Beach is Additional Insured as respect to coverages noted." Insurance companies providing insurance coverages must have a current rating by A.M. Best Co. of"B+" or higher. (NOTE:An insurance contract or binder may be accepted as proof of insurance if a Certificate is provided upon selection of vendor.) Thefollowing is a list of types of insurance required of contractors, lessees, etc and tie limits required by the City: (NOTE: This list is not all inclusive, and the City reserves the right to require additional types of insurance, or to raise orlower the stated limits. based upon identified risk.) TYPE (Occurrence Based Only) MINIMUM LIMITS REQUIRED General Liability General Aggregate $ 1,000.000.00 Commercial General Liability Products-Comp/Op Agg $ 1.000,000.00 Owners & Contractor's Protective (OCP) Personal &Adv. Injury $ 1.000.000.00 Asbestos Abatement Each Occurrence $ 1.000.000.00 Lead Abatement Fire Damage (any one fire) $ 50.000.00 Broad Form Vendors Med. Expense (any one person) $ 5,000.00 Premises Operations Underground Explosion&Collapse Products Completed Operations Contractual Independent Contractors Fire Legal Liability Professional Liability Aggregate $ 1,000.000.00 Automobile Liability Combined Single Limit $ 1,000,000.00 Any Auto All Owned Autos Hired Autos Non-Owned Autos Excess Liability Each Occurrence to be determined Umbrella Form Aggregate to be determined Worker's Compensation Statutory Limits Employer's Liability Each Accident $ 1,000,000.00 Disease, Policy Limit $ 1.000.000.00 Disease Each Employe $ 1,000.000.00 Property: Homeowners Revocable Permit $ 300,000.00 Builder's Risk Limits based on Project Cost Installation Floater Limits based on Project Cost Other-As Risk Identified to be determined INSURANCE ADVISORY FORM RFQ CW24-001 General Engineering Consulting Services Insurance Advisory ATTACHMENT "B" fr' e U ♦'y to M..4'r AFFIDAVIT OF COMPLIANCE WITH FOREIGN ENTITY LAWS The undersigned.on behalf of the entity listed below(•Entity 1.hereby attests under penalty of perjury as follows 1. Entity is not owned by the government of a foreign country of concern as defined in Section 287 138. Florida Statutes (Source: §287 138(2)(a), Florida Statutes) 2 The government of a foreign country of concern does not have a controllmu interest in Entity (Source. §287 138(2)(b). Florida Statutes) 3. Entity is not organized under the laws of,and does not have a principal place of business in, a foreign country of concern (Source § 287 138(2)(c) Florida Statutes) 4 The undersigned is authorized to execute this affidavit on behalf of Entity ,.... OP f Date 'Safi4 • !-v 20 2 Signed: Entity LT -Teht-1e__cfS Namewo (• 0_,.rY1t:25 Title: /p-rliliPsi t STATE OF ___ r i _ COUNTY OF_ j -_Iae i The foregoing instrument was knowledged before a by s of 11)"6-hiral sante or — online notartzalion,this 2D day of 20 by �flp Pi - s .1 — l�iP11t for -,��tr�h► T�- , who is personally known to me or w o has produced as identification f__ Notary Public Signatur:> `. • .�• ;� State of Florida at Large(Seal) Print Name • A 'i„ ,g •J D JANE -ENCOMO I •: rtYCOMMISSION IYHHt58367 !'!;;•.,*'• •` EXPES 0(10*(4,2025 My commission expires es 10' :O' b dre TAruN isrti P.rDM Underwriters Affidavit of Compliance with Foreign Entity Laws rn.,st be completed and returned with the signed Agreement RFU CW24-i)t)i General En rneenn i 9 g Consulting SeroLes Attidava of Gompiiarce with Foreign Entity Laws C" Z 4 U I AFFIDAVIT OF COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS In accordance with section 787 06 (13), Florida Statutes the undersigned. on behalf of the entity listed below(Entity') hereby attests under penalty of perjury that Entity does not use coercion for labor or services as defined in Section 787 06 Florida Statutes, entitled -Human Trafficking _ Date: Qe 20. 2024 Signed Entity ((jnii S Name. 4261: t / L2f Ia$ Title -t'✓Q j dent STATE OF •(iOtOL- COUNTY OF II • - e i "_ The foregoing instr ent as .cknowledged before me by means of Erpt ysical presence or .:I online tarization. Mks - I • X11 day of 20 oy ( as two 2, 1.1 i •• 1 1esfts Jr'tfor t fS who is personallyknown to me or who has produced as identification 6 Notary Public Signatur: V 0 tate of Florida at Large(Seal) Print Names I I A. ►.lL� JANE1 EENCOMO My commission expires IC 14 - . • MY COMMISSION it WH 158367 •4. EXPIRES October 4.2025 '•!d .� tcnie Ttv NIfary r'ut:•.c.Jnd. nrr's Affidavit of Compliance with Anti-Human Entity Laws must be completed and returned with the signed Agreement RFO CW24 OC1 General Engineering Services Affidavit of Comptiar Ce With Ant:-nu nan Trafficking Laws