Attachment B Draft Contract.pdf

CCNA Contract V1

PROFESSIONAL CONTINUING SERVICES

FOR CONSULTING SERVICES

This Contract is made as of this day of , 2025, by and between the City of Riviera Beach, a municipal corporation existing under the laws of the State of Florida, by and through its Board, hereinafter referred to as the City, and YOUR CORPORATION NAME HERE (Corporation), a corporation authorized to do business in the State of Florida, hereinafter referred to as the CONSULTANT, whose Federal I.D. number is XX-

XXXXXX.

WITNESSETH:

WHEREAS, it has been determined that it is advisable and desirable to retain professional consultant services to assist in the implementation of its SOLICITATION SCOPE DESCRIPTION HERE; and

WHEREAS, the City solicited proposals from firms who are consultants in the SOLICITATION SCOPE DESCRIPTION HERE; and

WHEREAS, the City, in accordance with Florida Statute 287.055, the Consultant’s Competitive

Negotiation Act, has selected the CONSULTANT as one of the most qualified firms to provide service to the City, CITY, and CRA; and

NOW, THEREFORE, in consideration of the mutual covenants, promises and benefits herein contained, the parties hereto mutually understand and agree as follows:

ARTICLE 1 – BASIC SERVICES OF CONSULTANT

CONSULTANT shall serve as City's professional CONSULTANT and representative in those phases of all projects to which this contract applies, and will give consultation and advice to the City during the performance of its services.

1. The City and consultant(s) will together define deliverables and execute their completion through mutually agreed upon separate work authorization, which will include a scope of work, schedule and not to exceed compensation amount (lump-sum).

2. Once signed by both parties, each work authorization, together with a notice to proceed, will function as the authorization to commence and complete the agreed deliverables. A fully executed work order and subsequent notice to proceed will be required prior to any work being performed.

3. The services identified within the “Scope of Services” section is an outline of general activities that can be expected to be performed under the agreement. A more specific and deliverable-based scope of work will be provided within each individual work order issued pursuant to the agreement. The City shall request consultant services on an as-needed basis. There is no guarantee that any or all of the services described in the Scope of Services will be assigned during the term of the agreement. The City may, at its sole option, elect to have any or none of the services assigned.

4. General Activities / Task Work Orders The Consultant(s) shall perform the following professional services related to a continuing contract for SOLICITATION SCOPE DESCRIPTION HERE Consulting Professional Services which shall include, but not limited to the following services as authorized by Work Authorizations (WAs) for individual projects in accordance with F.S. 287-055 (CCNA).

Work to be accomplished under this contract shall include, but not limited to:

• SOLICITATION SCOPE DESCRIPTION HERE;

ARTICLE 2 - CITY RESPONSIBILITIES

CITY SHALL:

A. Provide complete and detailed information as to its requirements for each Project.

B. Assist CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to each project including previous reports and any other data relative to water and wastewater services.

C. Furnish to CONSULTANT, as required by for the performance of the Contract, data prepared by or services of others, such as core borings, geophysical logs, probing and subsurface explorations, hydrographic surveys, laboratory tests and inspections or samples; appropriate profession interpretations of all of the foregoing; photo metric surveys, property, boundary, easement, right-of-way and property descriptions; zoning and deed restrictions, and other special data or consultations not covered in Article 2-A; all of which CONSULTANT, may rely upon to perform his services.

D. Make all provisions for CONSULTANT to enter upon public and private property as required for

CONSULTANT to perform its services.

E. Examine all studies, reports, sketches, drawings, specifications, proposals and other documents presented by CONSULTANT, obtain advice of an attorney, insurance counselor and other CONSULTANTs as deemed appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of CONSULTANT.

F. Pay all costs incidental to obtaining bids or proposals from CONSULTANTs. This includes advertising and mailing, but does not include reimbursement for CONSULTANTs time to discuss the Contract Documents with bidders or equipment suppliers.

G. Provide such legal, accounting, independent cost estimating and insurance counseling services as may be required for a Project, and such auditing service as City may require to ascertain how or for what purpose any Consultant has used the monies paid under the construction Contract.

H. The City Engineer or designee shall act as the City’s representative with respect to the work to be performed under this Contract. Such person shall have complete authority to transmit instructions, receive information, interpret and define City’s policies and decision with respect to materials, equipment, elements and systems pertinent to CONSULTANT’S services

I. Give prompt written notice to CONSULTANT whenever City observes or otherwise becomes aware of any defect in a Project.

J. Furnish, as required, support and fees necessary during the various permit application processes required from all governmental authorities having jurisdiction over the approval, construction and operation of a Project.

K. Furnish or direct CONSULTANT to provide necessary Additional Services as stipulated in Exhibit A of this

Contract or other services as required.

L. Bear all costs incidental to compliance with the requirements of this Section

ARTICLE 3 – PERIOD OF SERVICE

It is mutually agreed by City and CONSULTANT that this Contract is of a continuing nature, subject to termination by either party as hereinafter provided. The period of service shall commence upon execution of this Contract and continue for a period of three (3) years, unless otherwise terminated as provided herein or until completion of all outstanding Service authorizations issued within the period of the Contract. At the option of the City, the City Manager shall have authority to renew the Contract for two (2) one-year renewal options.

ARTICLE 4 – PAYMENTS TO CONSULTANT

Method of Payment for Services and Expenses of CONSULTANT - Basic Services. City shall pay the CONSULTANT for Basic Services rendered under Article 1 on one of the following bases, the choice to be mutually agreed upon at the time a Project is authorized.

A. Per Hour, Per Assigned Employee Fee with a not to Exceed Maximum Price – City will submit a series of individual tasks or projects as more particularly described herein. Each task to be performed under this Contract shall be assigned to the CONSULTANT for accomplishment by separate written authorization. For each task, City shall request CONSULTANT to provide a scope of services and an estimate of cost, for the City’s review, including SBE goal setting, as particularly set forth in Article 9.

Upon mutual agreement of the scope of services, CONSULTANT shall develop an estimate of cost based upon a per hour, per assigned employee fee with a “not to exceed” maximum price as provided for herein in accordance with rates set forth in Exhibit 2.

1. The “Per Hour, Per Assigned Employee” fee, shall include all allowable and allocable costs that are incurred in the performance of the work, up to, but not exceeding a predetermined maximum price.

Allowable and allocable cost shall include direct labor plus fringe benefits, overhead fee, and direct non-salary expenses. Pending establishment of final approved overhead rates for any period, the CONSULTANT shall be reimbursed at provisional overhead rates subject to appropriate adjustment when the final overhead rates for the fiscal period are established. The overhead rates shall not change the predetermined cost ceiling.

2. For a project that utilizes the “Per Hour, Per Assigned Employee” method of compensation, it is anticipated that the total cost to the CITY for the performance of the services will not exceed the estimated cost and that the CONSULTANT agrees to use his good faith effort to perform his services within such estimated cost. If at any time, as the actual work progresses, the CONSULTANT has reason to believe that the cost for the work will be greater than the estimated cost, the CONSULTANT shall notify the City in writing to that effect, giving the revised estimate of such cost for said work or a suggested revised scope of work which will remain within the original estimate of cost.

3. The City shall not be obligated to reimburse the CONSULTANT for costs incurred in excess of the estimated cost set forth above, and the CONSULTANT shall not be obligated to continue performance of said work or otherwise to incur cost in excess of the estimated cost set forth above, unless and until the City shall have notified the CONSULTANT in writing that such estimated cost has been increased or that a modification of scope of work is acceptable and shall have specified in such notice a revised estimated cost which shall thereupon constitute the revised estimated cost of said work. When and to the extent that the estimated cost has been increased, any costs incurred by the CONSULTANT in excess of the estimated cost prior to such increases shall be allowable to the same extent as if such cost had been incurred after the increase.

4. Except as otherwise provided, if the CONSULTANT stops performance before completion of the work hereunder because it has incurred costs in the amount of or in excess of the estimated cost set, and the CITY elects not to increase such estimated cost, then the CITY shall pay to the CONSULTANT the balance due on its cost and fee for said work. Both parties shall execute full and binding releases of the party from any and all obligations with regard to the work and the CONSULTANT shall deliver to the CITY copies of the CONSULTANT’S work product subject to receipt of payment due.

5. The CONSULTANT may elect to waive notifying the CITY and agencies participating in the cost of the

Project and is expected to do so whenever the work is close to completion and it is estimated that the cost increase will be small. In such event, if the cost subsequently exceeds that originally estimated by the CONSULTANT, the CONSULTANT may exercise his above obligation to notify the CITY of the cost increase then estimated, but the CITY shall not be obligated to pay for any overrun.

6. The term “Per Diem” shall mean a fixed hourly rate, which includes direct and indirect labor, overhead, fringe benefits and profit, for each category of personnel employed on the project, plus reimbursement for direct non-salary expenses.

7. In addition to the above methods, any other mutually agreed upon method of payment may be used.

B. Additional Service - CITY shall pay CONSULTANT for Additional Services rendered under Article 2 as follows:

1. General - For Additional Services rendered under Article 1, Section A, on the basis of any method in Article 4(A).

2. Day-to-Day Consulting Services - For day-to-day Consulting Services not considered as being covered under Article 1, Basic Services of CONSULTANT, on the basis of Payroll Costs Times a Factor of

2.4 for services rendered by principals and employees assigned to the Project.

3. Special Consultants - For services and reimbursable expenses of special consultants or subconsultants (when included in special task authorization) employed by CONSULTANT, the amount billed to CONSULTANT therefore times a factor of 1.10.

4. Serving as a Witness - For the services for the principals and employees as architects or witnesses in any litigation, hearing or proceeding, on the basis of payroll costs times a factor of 2.4.

5. Project Representative(s) Services - For Resident Project Representative(s) Services during construction, on any mutually agreed basis.

6. Reimbursable Expenses - In addition to payments provided for in Article 4 (A) and (B), CITY shall pay CONSULTANT the actual costs of all reimbursable expenses incurred in connection with all Basic and Additional Services.

C. Time of Payment CONSULTANT shall submit monthly statements for Basic and Additional Services rendered and for reimbursable expenses incurred. These monthly statements shall be based upon CONSULTANT's payroll cost times the appropriate factor. CITY shall make monthly payments in response to CONSULTANT'S monthly statements, and as further outlined in subsection (F) below.

D. Payroll Cost

The payroll costs used as a basis for payment mean the salaries and wages paid to all personnel engaged directly on the Project, including, but not limited to, engineers, surveyors, designers, drafters, specifications writers, estimators, other technical personnel, administrative personnel, typists and clerks;

plus the cost of customary and statutory benefits including, but not limited to, social security contributions, unemployment, excise and payroll taxes, workmen's compensation, health and retirement benefits, sick leave, vacation and holiday pay applicable thereto. The amount of customary and statutory benefits of all personnel will be considered equal to 30% of salaries and wages.

E. Reimbursable Expenses

Reimbursable expenses shall mean the actual expense incurred directly or indirectly in connection with the Project to include but not be limited to: transportation and meals incidental thereto; obtaining bids or proposals from Consultant(s), furnishing and maintaining field office facilities; phone calls and faxes, excluding those to home office; reproduction of reports, Drawings and Specifications and similar Project related items in addition to those required under Article 1; and, if authorized in advance by CITY, overtime work requiring higher than regular rates.

F. Provision for Prompt Payment

1. If CITY fails to make any payment due CONSULTANT for services and expenses within thirty (30) days after receipt of a non-contested CONSULTANT'S bill, the amounts due CONSULTANT shall include a charge at the rate of 1% per month for any time in excess of thirty (30) days from the date of invoice and in addition CONSULTANT may, after giving thirty (30) days written notice to CITY, suspend services under this Contract until he has been paid in full all amounts due him for services and expenses.

2. If this Contract is terminated by CITY during any phase of the Basic Services, CONSULTANT will be paid for services rendered during that phase on the basis of payroll costs times a factor of 2.4 for services rendered during that phase to date of termination by principals and employees assigned to Project, or the allocated percentage for that phase, whichever is less. In the event of any termination, CONSULTANT will be paid for all unpaid Additional Services as provided in this paragraph.

ARTICLE 5 - TRUTH-IN NEGOTIATION CERTIFICATE

Signature of this Contract by the CONSULTANT shall also act as the execution of a truth-in-negotiation certificate certifying that the wage rates, over-head charges, and other costs used to determine the compensation provided for in this Contract are accurate, complete and current as of the date of the Contract and no higher than those charged to the CONSULTANT’s most favored customer for the same or substantially similar service.

The said rates and costs 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 engineers. The CITY shall exercise its right under this Article within three

(3) years following final payment.

ARTICLE 6 - TERMINATION

This Contract may be cancelled by the CONSULTANT upon thirty (30) days prior written notice to the CITY’s representative in the event of substantial failure by the CITY to perform in accordance with the terms of this Contract through no fault of the CONSULTANT; provided the CITY fails to cure same within that thirty (30) day period. It may also be terminated, in whole or in part, by the CITY, with or without cause, immediately upon written notice to the CONSULTANT. Unless the CONSULTANT is in breach of this Contract, the CONSULTANT shall be paid for services rendered to the CITY’s satisfaction through the date of termination.

After receipt of a Termination Notice and except as otherwise directed by the CITY the CONSULTANT shall:

A. Stop work on the date and to the extent specified.

B. Terminate and settle all orders and subcontracts relating to the performance of the terminated work.

C. Transfer all work in progress, completed work, and other materials related to the terminated work to the CITY in the format acceptable to CITY.

D. Continue and complete all parts of the work that have not been terminated.

Prior to settlement upon termination of this Contract, the CONSULTANT and the CITY shall execute and deliver a mutual release by each party to the other of all claims and demands of any nature whatsoever arising under or by virtue of this Contract.

ARTICLE 7 - PERSONNEL

The CONSULTANT represents that it has, or will secure at its own expense, all necessary personnel required to perform the services under this Contract. Such personnel shall not be employees of or have any Contractual relationship with the CITY.

All of the services required hereunder shall be performed by the CONSULTANT or under its supervision, and all personnel engaged in performing the services shall be fully qualified and, if required, authorized or permitted under state and local law to perform such services.

The CONSULTANT shall furnish services in a manner consistent with industry standards and to a level of professional skill generally acceptable in the industry with regard to services of this kind.

The CONSULTANT agrees that it is fully responsible to the CITY for the acts and omissions of sub-consultants and of persons either directly or indirectly employed by the CONSULTANT. Nothing contained herein shall create any Contractual relationship between any subconsultant and the CITY.

All of the CONSULTANT’s personnel (and all Sub-consultants) while on CITY premises, will comply with all CITY requirements governing conduct, safety, and security.

ARTICLE 8 - SUBCONTRACTING

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 Contract. The CONSULTANT is encouraged to seek minority and women business enterprises for participation in sub-consulting opportunities.

If a sub-consultant fails to perform or make progress, as required by this Contract, and it is necessary to replace the sub-consultant to complete the work in a timely fashion, the CONSULTANT shall promptly do so, subject to acceptance of the new sub-consultant by the CITY.

Once a sub-consultant is listed in a CONSULTANT ’s response to an RFQ or a bid and the CONSULTANT wishes to change a sub-consultant, if the response or bid has been accepted by the CITY, then specific written approval from CITY staff must be given prior to any change in sub-consultants. The CITY shall not unreasonably deny the request. However, the CONSULTANT must demonstrate that the sub-consultant being replaced is unable to perform the work, is performing the work poorly or untimely, or is unable to meet the requirements of the Contract with the CITY. The CITY will not address issues related to the CONSULTANT’s specific agreement with the sub-consultant including issues of pricing.

If sub-consultant(s) are used, the CONSULTANT shall use only licensed and insured sub-consultant(s), and shall require any sub-consultant, as may be applicable, to provide a payment bond. All sub-consultants shall be required to promptly make payments to any person who, directly or indirectly, provides services or supplies under this Contract.

The CONSULTANT shall be responsible for the performance of all sub-consultants.

ARTICLE 9 - SBE PARTICIPATION

The CITY’s Procurement Ordinance has a Small Business Enterprises (SBE) participation component which may apply to this Contract. If it is determined by CITY staff that it applies, the CONSULTANT agrees to abide by the provisions of the SBE section of the procurement code. The CONSULTANT further agrees to maintain all relevant records and information necessary to document compliance with the Ordinance, and agrees to allow the CITY to inspect such records and provide such records to the CITY upon request.

ARTICLE 10- FEDERAL AND STATE TAX

The CITY is exempt from payment of Florida State Sales and Use Tax. The CITY will sign an exemption certificate submitted by the CONSULTANT. The CONSULTANT shall not be exempted from paying sales tax to its suppliers for materials used to fulfill Contractual obligations with the CITY, nor is the CONSULTANT authorized to use the CITY’S Tax Exemption Number in securing such materials.

The CONSULTANT shall be responsible for payment of its own and its share of its employees’ payroll, payroll taxes, and benefits with respect to this Contract.

ARTICLE 11 - AVAILABILITY OF FUNDS

The CITY’s performance and obligation to pay under this Contract is contingent upon annual appropriations being made by the CITY of Riviera Beach CITY Council.

ARTICLE 12- INSURANCE

A. Prior to execution of this Contract by the CITY, the CONSULTANT shall provide certificates evidencing insurance coverage as required hereunder. All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida. The Certificates shall clearly indicate that the CONSULTANT has obtained insurance of the type, amount, and classification as required for strict compliance with this ARTICLE and that no cancellation or non-renewal of the insurance shall be effective without thirty

(30) days prior written notice to the CITY’S representative. Compliance with the foregoing requirements shall not relieve the CONSULTANT of its liability and obligations under this Contract.

B. The CONSULTANT shall maintain during the term of this Contract, standard Professional Liability Insurance in the minimum amount of $1,000,000.00 per occurrence.

C. The CONSULTANT shall maintain, during the life of this Contract, commercial general liability, including

Contractual liability insurance in the amount of $3,000,000.00 per occurrence/aggregate to protect the CONSULTANT from claims for damages for bodily and personal injury, including wrongful death, as well as from claims of property damages which may arise from any operations under this Contract, whether such operations be by the CONSULTANT or by anyone directly or indirectly employed by or Contracting with the

CONSULTANT .

D. The CONSULTANT shall maintain, during the life of this Contract, comprehensive automobile liability insurance in the minimum amount of $1,000,000.00 combined single limit for bodily injury and property damages liability to protect the CONSULTANT from claims for damages for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the Ownership, use, or maintenance of owned and non-owned automobiles, including, but not limited to, leased and rented automobiles whether such operations be by the CONSULTANT or by anyone, directly or indirectly, employed by the CONSULTANT .

E. The parties to this Contract shall carry Workers’ Compensation Insurance and Employer’s Liability Insurance for all employees as required by Florida Statutes. In the event that a party does not carry Workers’ Compensation Insurance and chooses not to obtain same, then such party shall in accordance with Section 440.05, Florida Statutes, apply for and obtain an exemption authorized by the Department of Insurance and shall provide a copy of such exemption to the CITY.

F. All insurance, other than Professional Liability and Workers’ Compensation, to be maintained by the

CONSULTANT shall specifically include the CITY as an “Additional Insured”. CITY shall be listed as a certificate holder on all certificates of insurance issued to CITY.

ARTICLE 13 - INDEMNIFICATION

To the extent allowed by Florida law, the CONSULTANT shall indemnify and hold harmless the CITY, its agents, officers, and employees from and against any and all claims, liabilities, losses, costs, and/or causes of action to the extent caused by a negligent act, recklessness, or intentional wrongful conduct of the CONSULTANT, its agents, officers, or employees in the performance of services under this Contract.

The CONSULTANT shall pay all claims, losses, liens, fines, settlements or judgments of any nature whatsoever in connection with the foregoing indemnifications including, but not limited to, all costs, expert witness fees, reasonable attorney’s fees, and court and/or arbitration costs. These indemnifications shall survive the term of this Contract or any renewal thereof.

Nothing contained in this Article shall be construed or interpreted as consent by the CITY to be sued, nor as a waiver of sovereign immunity beyond the waiver provided in Section 768.28, Florida Statutes.

ARTICLE 14 - SUCCESSORS AND ASSIGNS

The CITY and the CONSULTANT each binds itself and its partners, successors, executors, administrators, and assigns to the other party of this Contract and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this Contract. Neither the CITY nor the CONSULTANT shall assign, sublet, convey or transfer its interest in this Contract without the written consent of the other. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the CITY, which may be a party hereto, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the

CITY and the CONSULTANT.

ARTICLE 15 – DISPUTE RESOLUTION, LAW, VENUE AND REMEDIES

All claims arising out of this Contract or its breach shall be submitted first to mediation in accordance with the local rules for mediation in Palm Beach County, Florida. The parties shall share the mediator’s fee equally. The mediation shall be held in Palm Beach County, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof.

This Contract shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Contract will be held in Palm Beach County, Florida. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise.

No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof.

ARTICLE 16 - REMEDIES

No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof.

ARTICLE 17 - CONFLICT OF INTEREST

The CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance or services required hereunder, as provided for in Florida Statutes, Section 112.311. The CONSULTANT further represents that no person having any such conflicting interest shall be employed for said performance.

The CONSULTANT shall promptly notify the CITY’s representative, in writing, by certified mail, of all potential conflicts of interest for any prospective business association, interest or other circumstance which may influence or appear to influence the CONSULTANT ’s judgment or quality of services being provided hereunder. Such written notification shall identify the prospective business association, interest or circumstance, the nature of work that the CONSULTANT may undertake and request an opinion of the CITY as to whether the association, interest or circumstance would, in the opinion of the CITY, constitute a conflict of interest if entered into by the CONSULTANT. The CITY agrees to notify the CONSULTANT of its opinion by certified mail within thirty (30) days of receipt of notification by the CONSULTANT. If, in the opinion of the CITY, the prospective business association, interest or circumstance would not constitute a conflict of interest by the CONSULTANT, the CITY shall so state in the notification and the CONSULTANT shall, at its option, enter into said association, interest or circumstance and it shall be deemed not in conflict of interest with respect to services provided to the CITY by the CONSULTANT under the terms of this Contract.

ARTICLE 18 – DELAYS AND EXTENSION OF TIME

The CONSULTANT shall not be considered in default by reason of any failure in performance if such failure arises out of causes reasonably beyond the control of the CONSULTANT or its sub-consultants and without their fault or negligence. Such causes include, but are not limited to: acts of God; natural or public health emergencies; labor disputes; freight embargoes; and abnormally severe and unusual weather conditions.

Upon the CONSULTANT’s request, the CITY shall consider the facts and extent of any failure to perform the work and, if the CONSULTANT ’S failure to perform was without its or its sub-consultants fault or negligence, the Contract Schedule and/or any other affected provision of this Contract shall be revised accordingly; subject to the CITY’S rights to change, terminate, or stop any or all of the work at any time.

If the CONSULTANT is delayed at any time in the process of the work by any act or neglect of the CITY or its employees, or by any other CONSULTANT employed by the CITY, or by changes ordered by the CITY or in an unusual delay in transportation, unavoidable casualties, or any causes beyond the CONSULTANT ’S control, or by delay authorized by the CITY pending negotiation or by any cause which the CITY shall decide justifies the delay, then the time of completion shall be extended for any reasonable time the CITY may decide. No extension shall be made for delay occurring more than seven (7) days before claim therefore is made in writing to the CITY.

In the case of continuing cause of delay, only one (1) claim is necessary.

This Article does not exclude the recovery of damages for delay by either party under other provisions in the Contract.

ARTICLE 19 - INDEBTEDNESS

The CONSULTANT shall not pledge the CITY’s credit or make it a guarantor of payment or surety for any Contract, debt, obligation, judgment, lien, or any form of indebtedness. The CONSULTANT further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Contract.

ARTICLE 20 - DISCLOSURE AND OWNERSHIP OF DOCUMENTS

The CONSULTANT shall deliver to the CITY’s representative for approval and acceptance, and before being eligible for final payment of any amounts due, all documents and materials prepared for the CITY under this Contract. All written and oral information not in the public domain or not previously known, and all information and data obtained, developed, or supplied by the CITY or at its expense will be kept confidential by the CONSULTANT and will not be disclosed to any other party, directly or indirectly, without the CITY’s prior written consent unless required by a lawful order. All drawings, maps, sketches, programs, databases, reports and other data developed, or purchased, under this Contract for or at the CITY’s expense shall be and remain the CITY’s property and may be reproduced and reused at the discretion of the CITY. The CITY shall hold the CONSULTANT harmless should the CITY use any of the CONSULTANT’s work products for a purpose other than that intended by the CONSULTANT. The CITY and the CONSULTANT shall comply with the provisions of Chapter 119, Florida Statutes (Public Records Law).

All covenants, Contracts, representations and warranties made herein, or otherwise made in writing by any party pursuant hereto, including but not limited to any representations made herein relating to disclosure or ownership of documents, shall survive the execution and delivery of this Contract and the consummation of the transactions contemplated hereby.

ARTICLE 21 – PUBLIC RECORDS

The CONSULTANT shall deliver to the CITY’S representative for approval and acceptance, and before being eligible for final payment of any amounts due, all documents and materials prepared by and for the CITY under this Contract.

All written and oral information not in the public domain or not previously known, and all information and data obtained, developed, or supplied by the CITY or at its expense will be kept confidential by the CONSULTANT and will not be disclosed to any other party, directly or indirectly, without the CITY’S prior written consent unless required by a lawful order. All drawings, maps, sketches, programs, data base, reports and other data developed, or purchased, under this Contract for or at the CITY’S expense shall be and remain the CITY’S property and may be reproduced and reused at the discretion of the CITY.

The CITY and the CONSULTANT shall comply with Florida’s Public Records Act, Chapter 119, Florida Statutes, and, if determined to be acting on behalf of the CITY as provided under section 119.011(2), Florida Statutes, specifically agrees to:

(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 or designee, 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, Florida Statutes, or as otherwise provided by law.

(c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of this Contract and following completion of this Contract if the CONSULTANT does not transfer the records to the CITY.

(d) Upon completion of this Contract, transfer, at no cost, to the CITY all public records in possession of the

CONSULTANT or keep and maintain public records required by the CITY to perform the service. If the CONSULTANT transfers all public records to the CITY upon completion of the Contract, the CONSULTANT shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONSULTANT keeps and maintains public records upon completion of the Contract, the CONSULTANT shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CITY, upon request from the CITY’s custodian of public records or designee, in a format that is compatible with the information technology systems of the CITY.

IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER

119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS

RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT

THE CITY CLERK’S OFFICE, CITY OF RIVIERA BEACH, 600 WEST BLUE HERON BLVD.,

RIVIERA BEACH, FL 33404, BY EMAIL AT CITYCLERK@RIVIERABEACH.ORG OR BY

TELEPHONE 561-845-4090.

ARTICLE 22 - INDEPENDENT CONSULTANT RELATIONSHIP

The CONSULTANT is, and shall be, in the performance of all work services and activities under this Contract, an Independent CONSULTANT, and not an employee, agent, or servant of the CITY. All persons engaged in any of the work or services performed pursuant to this Contract shall at all times, and in all places, be subject to the CONSULTANT ’S sole direction, supervision, and control. The CONSULTANT shall exercise control over the means and manner in which it and its employees perform the work, and in all respects the CONSULTANT ’S relationship and the relationship of its employees to the CITY shall be that of an Independent CONSULTANT and not as employees or agents of the CITY.

The CONSULTANT does not have the power or authority to bind the CITY in any promise, CONTRACT or representation other than as specifically provided for in this Contract.

ARTICLE 23 - CONTINGENT FEES

The CONSULTANT warrants that it is has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT to solicit or secure this Contract and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working mailto:CITYCLERK@RIVIERABEACH.ORG solely for the CONSULTANT , any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Contract.

ARTICLE 24 - ACCESS AND AUDITS

The CONSULTANT shall maintain adequate records to justify all charges, expenses, and costs incurred in estimating and performing the work for at least three (3) years after completion of this Contract. The CITY shall have access to such books, records, and documents as required in this section for the purpose of inspection or audit during normal business hours, at the CONSULTANT’s place of business.

ARTICLE 25 – NONDISCRIMINATION

The CONSULTANT warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, disability, sex, age, national origin, ancestry, political affiliation, marital status, handicap, or sexual orientation. Further, CONSULTANT shall not discriminate or permit discrimination against any employee or an applicant for employment on the basis of race, color, sex, religion, political affiliation, natural origin, ancestry, marital status, sexual orientation or handicap.

ARTICLE 26 - ENFORCEMENT COSTS

All parties shall be responsible for their own attorneys’ fees, court costs and expenses if any legal action or other proceeding is brought for any dispute, disagreement, or issue of construction or interpretation arising hereunder whether relating to the Contract’s execution, validity, the obligations provided therein, or performance of this Contract, or because of an alleged breach, default or misrepresentation in connection with any provisions of this Contract.

ARTICLE 27 - AUTHORITY TO PRACTICE

The CONSULTANT hereby represents and warrants that it has and will continue to maintain all licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. Proof of such licenses and approvals shall be submitted to the CITY’S representative upon request.

The CONSULTANT shall be solely responsible for obtaining and complying with all necessary permits, licenses, approvals and authorizations required for any work done pursuant to this Contract from any federal, state, regional, county or CITY agency.

ARTICLE 28 - SEVERABILITY

If any term or provision of this Contract, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this Contract, or the application of such terms or provisions, to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Contract shall be deemed valid and enforceable to the extent permitted by law.

ARTICLE 29 - PUBLIC ENTITY CRIMES

As provided in F.S. 287.132-133 by entering into this Contract or performing any work in furtherance hereof, the CONSULTANT certifies that it, its affiliates, suppliers, sub-consultants and consultants who will perform hereunder, have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within the thirty-six (36) months immediately preceding the date hereof. This notice is required by F.S. 287.133(3)(a).

ARTICLE 30 - MODIFICATIONS OF WORK

The CITY reserves the right to make changes in the Scope of Work, including alterations, reductions therein or additions thereto. Upon receipt by the CONSULTANT of the CITY’S notification of a contemplated change, the CONSULTANT shall, in writing: (1) provide a detailed estimate for the increase or decrease in cost due to the contemplated change, (2) notify the CITY of any estimated change in the completion date, and (3) advise the CITY if the contemplated change shall affect the CONSULTANT ’S ability to meet the completion dates or schedules of this Contract.

If the CITY so instructs in writing, the CONSULTANT shall suspend work on that portion of the Scope of Work affected by the contemplated change, pending the CITY’S decision to proceed with the change.

If the CITY elects to make the change, the CITY shall initiate a Contract Amendment and the CONSULTANT shall not commence work on any such change until such written amendment is signed by the CONSULTANT and approved and executed by the CITY COUNCIL FOR THE CITY OF RIVIERA BEACH or its designated representative.

ARTICLE 31 - NOTICE

All notices required in this Contract shall be sent by certified mail, return receipt requested, and if sent to the CITY shall be mailed to:

CITY OF RIVIERA BEACH

TERRENCE N. BAILEY, CITY ENGINEER

1481 W 15TH STREET.

RIVIERA BEACH, FL 33404

and if sent to the CONSULTANT shall be mailed to:

XXXXXXXX (CORPORATION)

XXXXXXXXXX, PRESIDENT

XXXXXXXXXXXXXXX, SUITE XXX

WEST PALM BEACH, FLORIDA 33401

ARTICLE 32 - ENTIRETY OF CONTRACTUAL CONTRACT

The CITY and the CONSULTANT agree that this Contract and any attachments hereto or other documents as referenced in the Contract sets forth the entire CONTRACT between the parties, and that there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this Contract may be added to, modified, superseded or otherwise altered, except by written instrument executed by the parties hereto in accordance with Article 30- Modifications of Work.

ARTICLE 33 – WAIVER

Failure of the CITY to enforce or exercise any right(s) under this Contract shall not be deemed a waiver of CITY’s right to enforce or exercise said right(s) at any time thereafter.

ARTICLE 34 - PREPARATION

CITY and CONSULTANT acknowledge that each has had the benefit of counsel or the ability to retain counsel and full and free access to counsel in connection with the negotiation and execution of Contract, that each has consulted or could have consulted with counsel in connection with this Contract, and that each has had the opportunity, prior to execution, to read this Contract and fully understand all of its provisions. Should any provision in this Contract require judicial or quasi-judicial interpretation it is agreed that a Court or other dispute resolution forum interpreting or enforcing the same shall not apply a presumption that the terms hereof shall be more strictly construed against any party by reason of the rule construction that a document is to be construed more strictly against the party who itself or through its agent has prepared the same. CITY and CONSULTANT agree that this Contract is the product and result of a joint effort.

ARTICLE 35 - MATERIALITY

All provisions of the Contract shall be deemed material, in the event CONSULTANT fails to comply with any of the provisions contained in this Contract or exhibits, amendments and addenda attached hereto, said failure shall be deemed a material breach of this Contract and CITY may at its option and without notice terminate this Contract.

ARTICLE 36 - REPRESENTATIONS/BINDING AUTHORITY

CONSULTANT has full power, authority and legal right to execute and deliver this Contract and perform all of its obligations under this Contract. By signing this Contract, XXXXXXXXX Corporation hereby represents to the CITY that XXXXXXXXXX, has the authority and full legal power to execute this Contract and any and all documents necessary to effectuate and implement the terms of this Contract on behalf of the party for whom he is signing and to bind and obligate such party with respect to all provisions contained in this Contract.

ARTICLE 37 - EXHIBITS

Each exhibit referred to in this Contract forms an essential part of this Contract. The exhibits, if not physically attached, should be treated as part of this Contract and are incorporated herein by reference.

ARTICLE 38 - CONTRACT DOCUMENTS AND CONTROLLING PROVISIONS

This Contract consists of the Contract, Exhibit “1”, Exhibit “2” and RFQ NO. XXXX-25-X. The CONSULTANT agrees to be bound by all the terms and conditions set forth in this Contract and RFQ NO. XXXX-25-X. To the extent, there exists a conflict between this Contract and RFQ NO. XXXX-25-X, the terms, conditions, covenants, and/or provisions of this Contract shall prevail. Wherever possible, the provisions of such documents shall be construed in such a manner as to avoid conflicts between provisions of the various documents.

ARTICLE 39 - LEGAL EFFECT

This Contract shall not become binding and effective until approved by both parties.

ARTICLE 40 - NOTICE OF COMPLAINTS OR SUITS

Each party will promptly notify the other of any complaint, claim, suit or cause of action threatened or commenced against it which arises out of or relates, in any manner, to the performance of this Contract. Each party agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit in which either party is named, and shall do nothing to impair or invalidate any applicable insurance coverage.

ARTICLE 41 – SURVIVABILITY

Any provision of this Contract, which is of a continuing nature or imposes an obligation, which extends beyond the term of this Contract, shall survive its expiration or earlier termination.

ARTICLE 42 - DEFAULT

Notwithstanding anything contained in this Contract to the contrary, the parties agree that the occurrence of any of the following shall be deemed a material event of default and shall be grounds for termination:

A. The filing of a lien by any subconsultant or third tier subconsultant including, but not limited to material, men, suppliers, or laborers, upon any property, right of way, easement, other interest in land or right to use such land within the territorial boundaries of the CITY which lien is not satisfied, discharged or contested in a court of law within thirty (30) days from the date of notice to the CONSULTANT;

B. The filing of any judgment lien against the assets of the CONSULTANT related to the performance of this

Contract which is not satisfied, discharged or contested in a court of law within thirty (30) days from the date of notice to the CONSULTANT; or

C. The filing of a petition by or against the CONSULTANT for relief under the Bankruptcy Code, or for its reorganization or for the appointment of a receiver or trustee of the CONSULTANT or the CONSULTANT’S property; or an assignment by the CONSULTANT for the benefit of creditors; or the taking possession of the property of the CONSULTANT by any governmental officer or agency pursuant to statutory authority for the dissolution or liquidation of the CONSULTANT ; or if a temporary or permanent receiver or trustee shall be appointed for the CONSULTANT or for the CONSULTANT ’S property and such temporary or permanent receiver or Trustee shall not be discharged within thirty (30) days from the date of appointment.

The CONSULTANT shall provide written notice to the CITY of the occurrence of any event of default within ten

(10) days of the CONSULTANT ’S receipt of notice of any such default.

ARTICLE 43 - WAIVER OF SUBROGATION

The CONSULTANT hereby waives any and all rights to Subrogation against the CITY, its officers, employees and agents for each required policy. When required by the insurer or should a policy condition not permit an insured to enter into a pre-loss CONTRACT to waive subrogation without an endorsement, then the CONSULTANT shall agree to notify the insurer and request the policy be endorsed with a Waiver of Transfer of

Rights of Recovery Against Others, or its equivalent. This Waiver of Subrogation requirement shall not apply to any policy, which a condition to the policy specifically prohibits such an endorsement, or voids coverage should the CONSULTANT enter into such a CONTRACT on a pre-loss basis.

ARTICLE 44 - RIGHT TO REVIEW

The CITY, by and through its Risk Management Division, in cooperation with the contracting/monitoring department, reserves the right to review, reject or accept any required policies of insurance, including limits, coverages, or endorsements, therein from time to time throughout the term of this Contract. The CITY reserves the right, but not the obligation, to review and reject any insurer providing coverage because of poor financial condition or failure to operate legally.

ARTICLE 45 -REUSE OF DOCUMENTS

All documents including Drawings and Specifications furnished by CONSULTANT pursuant to this Contract are instruments of his services in respect of a Project. They are not intended or represented to be suitable for reuse by CITY or others on extensions of the Project or any other project.