HomeMy WebLinkAboutR-2026-132 Planning Consulting Services Pool (RFQ 26-020)RESOLUTION NO. 2026-132
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA
BEACH, FLORIDA, AUTHORIZING THE PROPER CITY OFFICIALS TO
ENTER INTO AGREEMENTS WITH FIRMS THAT SUBMITTED
RESPONSES TO THE CITY’S REQUEST FOR QUALIFICATIONS (“RFQ”)
NO. 26‑020, ENTITLED “PLANNING CONSULTING SERVICES (POOL)”;
AUTHORIZING THE CITY TO EXCEED THE $50,000.00 SINGLE‑VENDOR
ANNUAL THRESHOLD FOR THE DURATION OF THE CONTRACT
PERIOD; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the Dania Beach Code of Ordinances, Chapter 2, Article 1, Section 2-10,
“Monetary thresholds for certain purchases and payment disbursement authorizations”,
Subsection (a), sets the monetary threshold at Fifty Thousand Dollars ($50,000.00) without City
Commission approval and as services may exceed $50,000.00, the City Commission is to
approve the agreement; and
WHEREAS, the City issued a Request for Qualifications under RFQ No. 26-020 on July
24, 2026, to contract with various qualified planning consultants, to provide planning consulting
services for various City projects; and
WHEREAS, responses were opened on August 14, 2026, at 10:00 a.m., the City received
proposals from six (6) qualified firms and a committee comprised of a Planner, Office Manager,
and Administrative Professional II, met on August 31, 2026, to evaluate the proposals; and
WHEREAS, the firms that responded to the RFQ are shown below in no particular
order;
Firm
MHCP Colab LLC
Chen Moore and Associates Inc.
The Corradino Group Inc.
Calvin, Giordano & Associates Inc.
Keith and Associates Inc.
WGI, Inc.
WHEREAS, the City will enter into a “continuing contract” with each firm, which a
template of that Agreement is attached as Exhibit “A” and incorporated by this reference,
expiring September 24, 2031, allowing the City to terminate any contract after notice, and
allowing the City to select one of the firms for a specific project and authorize a contract on an
as-needed basis as projects arise, and the planning services under a continuing contract cannot
exceed $500,000.00, for the length of the continuing services contract.
2 RESOLUTION #2026-132
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF DANIA BEACH, FLORIDA:
Section 1. That the foregoing “WHEREAS” clauses are ratified and confirmed as
being true and correct, and they are made a specific part of and incorporated into this Resolution
by this reference.
Section 2. That the proper City officials are authorized to execute continuing services
agreements between the City of Dania Beach and the six Firms, which Agreement template is
attached as Exhibit “A” and incorporated by this reference.
Section 3. That all resolutions or parts of resolutions in conflict with this Resolution
are repealed to the extent of such conflict.
Section 4. That this Resolution shall be effective 10 days after passage.
PASSED AND ADOPTED on September 14, 2026.
Motion by Commissioner Lewellen, second by Vice Mayor Salvino.
FINAL VOTE ON ADOPTION: Unanimous X
Yes No
Commissioner Lori Lewellen ____ ____
Commissioner Luis Rimoli ____ ____
Commissioner Archibald J. Ryan IV ____ ____
Vice Mayor Marco Salvino ____ ____
Mayor Joyce L. Davis ____ ____
ATTEST:
ERIN MCCLENDON JOYCE L. DAVIS
DEPUTY CITY CLERK MAYOR
APPROVED AS TO FORM AND CORRECTNESS:
EVE A. BOUTSIS
CITY ATTORNEY
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CONTINUING PROFESSIONAL SERVICES AGREEMENT
PLANNING CONSULTING SERVICES POOL
RFQ NO. 26-020
This Continuing Professional Services Agreement (the “Agreement”) is entered into as of
____________, 2026 (the “Effective Date”), by and between the CITY OF DANIA BEACH,
FLORIDA, a Florida municipal corporation (the “City”), and
________________________________, a ________________________________, authorized to
transact business in Florida (the “Consultant”). The City and Consultant may each be referred to
as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, the City issued Request for Qualifications No. 26-020, Planning Consulting
Services Pool (the “RFQ”), on July 24, 2026, seeking qualified firms to provide as-needed
planning consulting services for various City projects; and
WHEREAS, proposals were opened on August 14, 2026, and the City selected qualified
firms for a nonexclusive pool of planning consultants; and
WHEREAS, by Resolution No. 2026-____, adopted September 24, 2026, the City
Commission authorized the proper City officials to enter into continuing services agreements with
the selected firms and authorized expenditures above the otherwise applicable single-vendor
annual threshold, subject to lawful appropriation and task authorization; and
WHEREAS, Consultant represented in its response to the RFQ (the “Proposal”) that it
possesses the personnel, experience, licenses, and capacity necessary to perform the Services; and
WHEREAS, the Parties desire to establish the terms governing individual assignments,
each of which must be authorized by a written Task Authorization before work begins.
NOW, THEREFORE, in consideration of the mutual covenants stated below, the Parties
agree as follows:
1. DEFINITIONS
1.1 “Applicable Law” means all applicable federal, state, county, and municipal laws, statutes,
rules, regulations, codes, ordinances, orders, permit conditions, and binding governmental
requirements applicable to this Agreement, a Task Authorization, or the Services.
1.2 “City Project Manager” means the City employee or authorized representative identified in
a Task Authorization to administer the applicable assignment. The City Project Manager may
provide routine direction and approve Deliverables but may not amend this Agreement, materially
change a Task Authorization, increase compensation, or bind the City beyond the authority
expressly delegated in writing.
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1.3 “Consultant Personnel” means Consultant’s employees, officers, agents, Subconsultants,
and other persons used by Consultant to perform the Work.
1.4 “Contract Documents” means this Agreement, duly executed amendments to this
Agreement, each executed Task Authorization and amendment thereto, the RFQ and its addenda,
and the portions of Consultant’s Proposal expressly incorporated under this Agreement.
Consultant’s Proposal is incorporated only to establish its representations, qualifications,
personnel, capabilities, and commitments responsive to the RFQ and does not incorporate
Consultant’s exceptions, assumptions, disclaimers, limitations of liability, additional terms, or
standard business terms unless expressly accepted in a written amendment executed by the City.
1.5 “Deliverables” means the reports, analyses, studies, maps, plans, graphics, presentations,
data, databases, files, memoranda, proposed code language, and other work product required by a
Task Authorization.
1.6 “Proposal” means Consultant’s complete response to RFQ No. 26-020, including its
certifications, representations, qualifications, proposed personnel, identified Subconsultants, and
other commitments, as clarified or supplemented in writing and accepted by the City.
1.7 “Services” means the planning consulting and related professional services described in
Exhibit A and specifically authorized under an executed Task Authorization.
1.8 “Subconsultant” means any person or entity retained by Consultant to perform any portion
of the Work, regardless of tier.
1.9 “Task Authorization” means a written assignment substantially in the form of Exhibit B that
identifies the applicable scope, Deliverables, personnel, schedule, compensation, not-to-exceed
amount, and other project-specific requirements and is executed by Consultant and the City official
authorized to approve the assignment and commit the applicable funds. A purchase order, notice
to proceed, email, invoice, proposal, or other communication does not constitute or modify a Task
Authorization unless it expressly states the modification and is executed by an authorized City
official.
1.10 “Work” means the Services and Deliverables required under an executed Task
Authorization, including all labor, supervision, coordination, materials, equipment, and incidental
services reasonably necessary to complete the authorized assignment.
2. CONTRACT DOCUMENTS; ORDER OF PRECEDENCE
2.1 Contract Documents. The Contract Documents are intended to be complementary and shall
be interpreted together. Consultant shall perform all obligations reasonably inferable from the
Contract Documents as necessary to complete the Work authorized by a Task Authorization,
provided that no inference may materially expand the scope, compensation, or schedule stated in
the applicable Task Authorization.
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2.2 Order of Precedence. If an irreconcilable conflict exists among the Contract Documents, the
following order of precedence applies:
1. Amendments to this Agreement, with the most recently executed amendment controlling;
2. This Agreement;
3. The applicable Task Authorization and its duly executed amendments, with the most recent
amendment controlling, but only as to project-specific scope, Deliverables, personnel,
schedule, compensation, and expressly stated project requirements;
4. The RFQ and its addenda, with the most recent addendum controlling; and
5. The portions of Consultant’s Proposal incorporated under Section 1.4.
A Task Authorization does not modify the general legal or administrative terms of this Agreement
unless it expressly identifies the provision being modified and is approved and executed with the
same authority and formality required to amend this Agreement.
2.3 Proposal Terms. Consultant’s exceptions, qualifications, assumptions, disclaimers,
limitations of liability, indemnification provisions, payment terms, ownership restrictions, or
standard business terms are not binding on the City unless expressly accepted in a duly executed
amendment to this Agreement. No terms appearing on or incorporated into a quotation, invoice,
website, electronic platform, click-through agreement, purchase acknowledgment, or other
Consultant-generated document modify the Contract Documents.
2.4 Ambiguities and Omissions. Consultant shall promptly notify the City Project Manager in
writing of a material conflict, ambiguity, or omission discovered in the Contract Documents and
shall obtain written direction before proceeding with the affected Work. Consultant may not take
advantage of a known ambiguity or omission. If Consultant proceeds without requesting
clarification, the City may require the reasonable interpretation that is consistent with the
authorized scope and purpose of the applicable Task Authorization, without increasing
Consultant’s compensation except where the City’s direction materially changes the authorized
scope.
2.5 Nonwaivable Requirements. Nothing in a Task Authorization, purchase order, notice to
proceed, proposal, invoice, or other project document may waive or modify applicable statutory
requirements, the City’s sovereign immunity, public-records obligations, ethics requirements,
procurement requirements, or limitations on the authority of City officials unless the modification
is lawful and contained in a duly authorized amendment to this Agreement.
3. NATURE OF POOL; NO GUARANTEE OF WORK
This is a nonexclusive, as-needed agreement. Admission to the pool does not guarantee Consultant
any Task Authorization, minimum compensation, rotation, reimbursement, or exclusivity. The
City may perform work with its own forces, use another pool consultant, or procure services
separately.
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Subject to Applicable Law, the City may consider qualifications, specialized expertise,
availability, past performance, workload, equitable distribution, schedule, location, conflicts, and
project needs when making assignments.
If section 287.055, Florida Statutes, applies to an assignment, selection and negotiation shall
comply with that statute. Firms under continuing contracts may not be required to bid against one
another. Nothing in this Agreement authorizes a procurement method, project, study, or fee
exceeding a statutory threshold or City authorization.
4. TERM
The term begins on the Effective Date and expires on September 24, 2031, unless earlier
terminated under this Agreement. No automatic renewal applies.
Expiration does not terminate a Task Authorization already issued. Unless the City directs
otherwise, that Task Authorization remains governed by this Agreement until completion or
termination.
Any extension must be in a written amendment approved and executed with the same formality as
this Agreement.
5. TASK AUTHORIZATIONS
5.1 Written Authorization Required. Consultant shall not begin Work unless the City and
Consultant have executed a Task Authorization and the City has issued any required purchase
order. Consultant shall commence Work on the date stated in the Task Authorization. If the Task
Authorization expressly requires a separate written Notice to Proceed, Consultant shall commence
Work on the date stated in the Notice to Proceed issued by the City Project Manager. No separate
Notice to Proceed is required unless expressly stated in the Task Authorization. The City has no
obligation to pay for services performed before authorization or exceeding the authorized scope or
not-to-exceed amount. Consultant shall promptly notify the City Project Manager if Consultant
reasonably believes that requested work is outside the authorized scope or will cause the authorized
amount or schedule to be exceeded.
5.2 Required Terms. Each Task Authorization shall identify, as applicable:
1. The project and applicable service category;
2. The detailed scope of Services and Deliverables;
3. Material assumptions, exclusions, dependencies, and acceptance criteria;
4. Key personnel and approved Subconsultants;
5. The schedule, milestones, and completion date;
6. The compensation method, applicable rates, and not-to-exceed amount;
7. Approved reimbursable expenses;
8. The funding source and any grant requirements;
9. The City Project Manager; and
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10. Any project-specific insurance, security, confidentiality, accessibility, public-engagement,
records, or reporting requirements.
5.3 Changes to Task Authorizations. A material change to the scope, Deliverables, personnel,
schedule, compensation, or not-to-exceed amount is effective only through a written amendment
to the Task Authorization executed by Consultant and the City official authorized to approve the
change and commit the applicable funds.
Consultant shall not perform disputed or materially out-of-scope work until the change is
authorized in writing, except when the City directs temporary emergency measures necessary to
protect persons, property, public records, or ongoing Work. Consultant shall continue performing
all undisputed Work while the Parties address a proposed change.
If a written City directive materially changes the authorized scope or a material condition upon
which the Task Authorization was based, Consultant shall provide prompt written notice
describing the anticipated cost and schedule impact. Any adjustment to compensation or time must
be approved in a written amendment before the affected additional work is performed.
5.4 No Constructive Changes. Oral directions, informal communications, staff participation,
review comments, meetings, or the City’s knowledge that additional work is being performed do
not amend a Task Authorization or authorize additional compensation. Consultant may rely only
upon a written authorization executed by a City official with authority to approve the change.
5.5 Statutory and City Authorization Limits. Each Task Authorization must comply with
Applicable Law, the City Code, the RFQ, the applicable City Commission authorization, and the
available appropriation.
For an assignment governed by section 287.055, Florida Statutes:
1. Each project shall remain within the applicable statutory project threshold, as adjusted by
law;
2. The professional fee for each individual study activity shall not exceed the applicable
statutory limit; and
3. Work of a specified nature must fall within the scope and term of this Agreement.
No Task Authorization may be divided or structured to avoid a statutory procurement threshold or
required approval. If a City Commission authorization establishes a stricter project or aggregate
expenditure limit, that limitation controls.
5.6 Suspension of a Task Authorization. The City may suspend all or part of a Task
Authorization by written notice. Consultant shall promptly stop the affected Work, protect
completed and in-process Work, mitigate avoidable costs, and continue any Work not suspended.
If a suspension not caused by Consultant’s default materially affects the schedule or reasonable
cost of performance, the Parties may make an equitable adjustment through a written amendment.
If the suspension continues for more than thirty consecutive days, either Party may request
termination of the affected Task Authorization under Section 19.
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6. STANDARD OF PERFORMANCE; PERSONNEL
6.1 Standard of Care. Consultant shall perform the Work with the professional skill, care,
diligence, and judgment ordinarily exercised by qualified professionals performing comparable
services in the same locality and under similar circumstances. Consultant shall perform in
accordance with Applicable Law and the requirements of the Contract Documents.
Consultant does not warrant or guarantee a particular governmental, regulatory, financial, or
project outcome. No provision of the Contract Documents shall be interpreted as imposing a
standard of care greater than that required by this Section unless expressly required by Applicable
Law.
6.2 Correction of Deficient Work. Consultant shall, without additional compensation, promptly
correct or revise Work that fails to meet the standard of care established in Section 6.1 or otherwise
fails to conform materially to the applicable Task Authorization, to the extent the deficiency was
caused by Consultant or Consultant Personnel.
Consultant is not responsible for correcting a deficiency caused solely by:
1. Inaccurate or incomplete information furnished by the City that Consultant could not
reasonably have identified through the exercise of the required standard of care;
2. Changes in Applicable Law occurring after completion of the affected Work;
3. Unauthorized modification or reuse of a Deliverable by the City or a third party; or
4. A written City direction issued over Consultant’s timely professional objection.
Consultant shall remain responsible to the extent its acts or omissions contributed to the deficiency.
6.3 Schedule and Progress. Consultant shall perform the Work diligently and meet the schedule
and milestones established in the applicable Task Authorization. Consultant shall promptly notify
the City Project Manager in writing of any circumstance reasonably likely to delay performance,
stating the cause, anticipated duration, effect on the Work, and proposed mitigation.
Consultant is entitled to a reasonable schedule adjustment for delay caused by the City or another
event for which Consultant is not responsible, provided Consultant gives timely notice and uses
reasonable efforts to mitigate the delay. Any adjustment must be documented in accordance with
Section 5.
6.4 Key Personnel. Consultant shall provide the key personnel identified in the Proposal or
applicable Task Authorization. Consultant shall not replace key personnel without the City’s prior
written approval, which shall not be unreasonably withheld when the proposed replacement
possesses comparable or superior qualifications and availability.
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The City may reasonably require removal of personnel based on documented performance,
conduct, conflict-of-interest, safety, security, or professional-qualification concerns. Consultant
shall promptly propose a qualified replacement. Consultant is not entitled to additional
compensation for a personnel replacement necessitated by Consultant’s staffing decisions or
failure to provide the committed personnel.
6.5 Licenses and Qualifications. Consultant and each Subconsultant shall maintain all licenses,
registrations, certifications, and permits required for their assigned services. Services that
Applicable Law requires to be performed by a licensed or registered professional shall be
performed under that professional’s responsible supervision and signed and sealed when required.
Consultant shall promptly notify the City of any suspension, restriction, expiration, disciplinary
action, or other material change affecting a required professional qualification.
6.6 Coordination. Consultant shall reasonably coordinate its Work with City staff, other City
consultants, governmental agencies, applicants, and other persons identified in the applicable Task
Authorization. Consultant shall identify reasonably apparent conflicts, inconsistencies, missing
information, and coordination issues that may materially affect cost, schedule, legality, feasibility,
or the usefulness of a Deliverable.
Consultant is not responsible for the acts or omissions of persons outside Consultant’s control, but
shall timely notify the City of reasonably apparent problems affecting Consultant’s Work.
6.7 Reliance on City-Furnished Information. Consultant may reasonably rely on information,
records, decisions, and directions furnished by the City or its authorized representatives unless
Consultant knows or, through the exercise of the standard of care established in Section 6.1, should
know that the information is materially inaccurate, incomplete, or inconsistent.
Consultant shall promptly identify material assumptions and request clarification when reasonably
necessary. If inaccurate or incomplete City-furnished information materially changes the
authorized scope, cost, or schedule, any adjustment shall be addressed under Section 5.
6.8 Professional Recommendations and Governmental Authority. Consultant shall provide
independent professional advice based on the facts, Applicable Law, and the required standard of
care. Consultant shall not alter a professional opinion solely to obtain a preferred result.
Consultant has no authority to issue governmental approvals, make final policy or quasi-judicial
decisions, waive City requirements, direct City employees, or bind the City unless expressly
authorized by Applicable Law and a written delegation from the City.
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7. SCOPE OF PLANNING SERVICES
7.1 General Scope. Consultant shall provide the planning consulting and related professional
services described in Exhibit A only as specifically authorized through an executed Task
Authorization. Exhibit A identifies the categories of services potentially available under this
Agreement but does not independently authorize Work or require the City to assign any service to
Consultant.
7.2 Task-Specific Scope. Each Task Authorization shall define the Services and Deliverables
required for the applicable assignment. Consultant shall provide professional labor, supervision,
coordination, meetings, research, analysis, documentation, and other incidental services
reasonably necessary to complete the expressly authorized scope.
Incidental services do not include a material expansion of the authorized scope, a new Deliverable,
or work requiring a professional discipline not identified in the Task Authorization. Such work
requires prior written authorization under Section 5.
7.3 Authorized Service Categories. Subject to the RFQ, Consultant’s demonstrated
qualifications, and the applicable Task Authorization, Services may include:
1. Comprehensive planning and plan amendments;
2. Land development regulation and zoning-code review and drafting;
3. Development application, site plan, rezoning, variance, special exception, plat, and due-
diligence review support;
4. Urban design, corridor, neighborhood, redevelopment, resilience, mobility, housing, and
special-area planning;
5. Planning studies, demographic analysis, land-use analysis, development-capacity analysis,
and best-practice research;
6. Geographic information system analysis, mapping, graphics, inventories, databases, and
related planning products;
7. Community engagement, stakeholder coordination, workshops, surveys, public
presentations, and public-information materials;
8. Staff support and attendance at meetings of the City Commission, Planning and Zoning
Board, Board of Adjustment, Community Redevelopment Agency, advisory boards, and
other governmental bodies;
9. Intergovernmental coordination and assistance with county, regional, state, and federal
planning requirements;
10. Grant-related planning support and documentation when expressly assigned;
11. Professional findings, recommendations, staff reports, expert opinions, and testimony
within Consultant’s qualifications; and
12. Related project management and coordination expressly identified in a Task Authorization.
7.4 Regulated Professional Services. Consultant shall not perform architecture, engineering,
landscape architecture, surveying and mapping, environmental testing, appraisal, legal services, or
another regulated professional service unless:
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1. The service is within the RFQ and applicable procurement authorization;
2. It is expressly included in the Task Authorization;
3. Consultant or an approved Subconsultant is properly licensed and qualified to perform it;
and
4. Any additional statutory procurement requirements have been satisfied.
7.5 Advisory Role. Consultant’s role is advisory unless Applicable Law and a written
authorization expressly provide otherwise. Consultant may prepare recommendations, findings,
draft documents, and professional opinions, but may not:
1. Bind the City or commit City funds;
2. Issue final governmental or regulatory approvals;
3. Waive or modify City requirements;
4. Make legislative, quasi-judicial, or policy decisions reserved to the City;
5. Direct City employees; or
6. Represent that a recommendation or draft document constitutes final City policy.
7.6 Neutral and Independent Review. When assisting with development applications, code
amendments, public hearings, or other regulatory matters, Consultant shall provide objective
professional analysis based on the record, Applicable Law, adopted City policies, and the standard
of care established in Section 6. Consultant shall promptly disclose any relationship or interest that
could reasonably call its impartiality into question.
7.7 City Responsibilities. The City shall provide reasonably available records, policies, prior
studies, access to appropriate personnel, and timely decisions identified as City responsibilities in
the applicable Task Authorization. Consultant remains responsible for determining what
information is reasonably necessary to perform its authorized Services and for timely requesting
missing information.
8. COMPENSATION; INVOICES; PAYMENT
8.1 Task-Specific Compensation. Compensation for each assignment shall be established in the
applicable Task Authorization as a lump sum, hourly amount subject to a not-to-exceed limit, unit
price, or other lawful compensation method.
The Task Authorization’s not-to-exceed amount is the maximum amount payable for the
authorized Work, including labor, overhead, profit, Subconsultant costs, and approved
reimbursable expenses. Consultant shall not exceed that amount without a written amendment
executed in accordance with Section 5.
8.2 Rates. Hourly rates and other unit rates shall not exceed the rates accepted by the City under
the RFQ or subsequently negotiated and approved in writing by the City. Rates shall remain firm
for the period stated in the RFQ or applicable Task Authorization.
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No rate increase is effective automatically or by invoice, notice, website posting, or Consultant
policy. Any proposed increase must be supported by reasonable documentation and approved
prospectively in a written amendment. An approved rate increase does not increase an existing
Task Authorization’s not-to-exceed amount unless the amendment expressly provides otherwise.
8.3 Included Costs. Unless a Task Authorization expressly provides otherwise, the approved rates
and lump-sum amounts include:
1. Salaries, wages, benefits, payroll taxes, and personnel costs;
2. General overhead and administrative expenses;
3. Profit;
4. Routine computer hardware, software, communications, and office expenses;
5. Ordinary printing and copying;
6. Travel within Broward, Miami-Dade and Palm Beach Counties;
7. Quality-control and supervisory review; and
8. Other costs ordinarily necessary to perform the authorized Services.
Consultant may not separately charge the City for correcting Consultant-caused errors or
omissions, preparing invoices, responding to an audit, or complying with the administrative
requirements of this Agreement.
8.4 Subconsultant Costs. Approved Subconsultant services shall be billed in the manner stated in
the Task Authorization. Unless the Task Authorization expressly authorizes a markup,
Subconsultant costs shall be billed at Consultant’s actual documented cost without markup.
Consultant shall pay its Subconsultants in accordance with Applicable Law and their agreements.
The City has no direct payment obligation to a Subconsultant.
8.5 Reimbursable Expenses. A reimbursable expense must be:
1. Reasonable and necessary to the authorized Work;
2. Approved in writing before it is incurred;
3. Identified in the applicable Task Authorization or amendment;
4. Supported by receipts or equivalent documentation; and
5. Included within the Task Authorization’s not-to-exceed amount.
Approved expenses shall be billed at actual cost without markup. Travel outside Broward, Miami-
Dade, and Palm Beach Counties shall not exceed the rates permitted under section 112.061, Florida
Statutes, unless the City approves a lower amount or another lawful rate in writing. Routine local
travel, mileage, meals, lodging, printing, postage, software, telephone, and office expenses are not
reimbursable unless expressly authorized.
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8.6 Invoices. Consultant shall submit itemized monthly invoices in a form reasonably acceptable
to the City. Each invoice shall include:
1. The Agreement and Task Authorization numbers;
2. The billing period;
3. A description of Work performed and Deliverables completed;
4. The names or identifying positions of personnel performing the Work;
5. Labor classifications, dates, hours, and applicable rates;
6. The percentage of each task completed, when applicable;
7. Approved Subconsultant charges and supporting invoices;
8. Approved reimbursable expenses and supporting documentation;
9. Amounts previously billed and paid;
10. The amount currently requested; and
11. The remaining authorized amount.
For lump-sum Work, invoices shall be based on documented progress or completed milestones
and may not exceed the value of Work properly performed.
8.7 Review and Disputed Amounts. The City may reject or withhold payment of an amount that
is disputed, unsupported, premature, duplicative, unauthorized, or attributable to materially
nonconforming Work. The City shall notify Consultant of a material invoice deficiency within the
period required by the Florida Local Government Prompt Payment Act and shall identify the basis
for the deficiency with reasonable specificity.
Consultant shall timely provide corrected or supplemental documentation. The City shall not
withhold an undisputed portion of an otherwise disputed invoice.
8.8 Payment. The City shall pay properly submitted and undisputed invoices in accordance with
sections 218.70 through 218.80, Florida Statutes. Payment does not constitute acceptance of
deficient Work, approval of an unauthorized charge, or waiver of the City’s audit, correction,
indemnification, or recovery rights.
Consultant is not entitled to interest, finance charges, collection charges, or late fees except as
expressly required by Applicable Law.
8.9 Monitoring the Authorized Amount. Consultant shall monitor expenditures and notify the
City Project Manager in writing when charges reach eighty percent of the applicable not-to-exceed
amount, or earlier if Consultant reasonably anticipates that the authorized amount will be
insufficient.
Consultant shall stop performing affected Work upon reaching the authorized amount unless the
City has executed an amendment. Consultant is not required to continue performing additional
Work without authorization, and the City is not responsible for unauthorized excess charges.
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8.10 Final Payment. Consultant’s final invoice shall be submitted after completion of the
authorized Work and shall be accompanied by:
1. All required final Deliverables in the specified formats;
2. Required project and public records;
3. A reconciliation of amounts billed and paid;
4. Supporting documentation for remaining charges; and
5. Any other closeout materials expressly required by the Task Authorization.
Final payment does not waive latent defects, professional negligence, fraud, overpayment, audit
rights, indemnification obligations, or other obligations that survive completion.
8.11 Overpayments and Setoff. Consultant shall refund an undisputed overpayment within thirty
days after written notice. If Consultant disputes the asserted overpayment, it shall provide
supporting documentation within fifteen days after notice.
After considering Consultant’s documentation, the City may recover a properly established
overpayment through reimbursement or setoff against amounts otherwise due, subject to
Applicable Law.
8.12 Appropriation and Availability of Funds. The City’s payment obligations are subject to
lawful appropriation and availability of funds. This Agreement does not create a debt or pledge of
the City’s taxing power beyond the current fiscal year.
If sufficient funds are not appropriated or become legally unavailable, the City may terminate or
reduce the affected Task Authorization. Consultant shall be paid for conforming Work properly
performed and approved, noncancelable commitments incurred before the effective date of the
City’s notice but is not entitled to anticipatory profit or compensation for unperformed Work.
9. CITY REVIEW; ACCEPTANCE
9.1 City Review. The City may review and comment on the Work and Deliverables for conformity
with the applicable Task Authorization and the Contract Documents. Consultant shall submit each
Deliverable sufficiently in advance of applicable project, hearing, grant, and regulatory deadlines
to permit meaningful City review.
The applicable Task Authorization shall establish review periods appropriate to the nature and
complexity of the Deliverables. If a review period is not stated, the City shall use reasonable efforts
to provide comments within a reasonable period after receiving a complete Deliverable, taking
into account its length, complexity, completeness, required interdepartmental or legal review,
public-meeting schedules, and other relevant project circumstances.
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Consultant shall not treat the passage of a review period, the City’s failure to comment, or partial
comments as acceptance or approval of a Deliverable. A City delay in providing information or
comments may support a reasonable schedule adjustment under Sections 5 and 6 to the extent the
delay affects Consultant’s performance, but it does not automatically entitle Consultant to
additional compensation.
9.2 Consultant’s Response to Comments. Consultant shall promptly address comments that are
consistent with the authorized scope and the standard of care established in Section 6. Consultant
shall identify in writing any comment that Consultant reasonably believes:
1. Materially changes the authorized scope or Deliverables;
2. Conflicts with Applicable Law or an applicable professional standard;
3. Requires services outside Consultant’s qualifications;
4. Will materially affect the approved schedule or compensation; or
5. Directs Consultant to proceed contrary to its professional judgment.
The Parties shall address a material change in accordance with Section 5 before the affected
additional Work is performed.
9.3 Correction of Nonconforming Work. Consultant shall, without additional compensation,
promptly correct Work that materially fails to conform to the applicable Task Authorization or
results from Consultant’s failure to satisfy the standard of care established in Section 6.
Consultant is not responsible for correcting Work to the extent a deficiency was caused solely by
inaccurate City-furnished information that Consultant could not reasonably have identified,
unauthorized modification or reuse, a change in Applicable Law, or the acts or omissions of
persons outside Consultant’s control. Consultant remains responsible to the extent its acts or
omissions contributed to the deficiency.
9.4 Acceptance. A Deliverable is accepted when the City Project Manager provides written
acceptance or when the City makes final payment specifically attributable to that Deliverable,
except for latent defects, fraud, professional negligence, or deficiencies that could not reasonably
have been identified during review.
The City shall not unreasonably withhold acceptance of a Deliverable that materially conforms to
the applicable Task Authorization. Minor deficiencies that do not materially impair the intended
use of the Deliverable may be documented for prompt correction and need not delay acceptance
or payment of undisputed amounts.
9.5 Effect of Review or Acceptance. City review, comment, approval, acceptance, payment, or
use of the Work does not:
1. Relieve Consultant of responsibility for satisfying the Contract Documents and the
applicable professional standard of care;
2. Transfer responsibility for Consultant’s errors or omissions to the City;
3. Waive latent defects, fraud, professional negligence, or warranty obligations;
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4. Constitute acceptance of unauthorized additional services or charges; or
5. Expand Consultant’s responsibility to include errors caused solely by the City or others.
9.6 Governmental and Regulatory Decisions. City review or acceptance of a Deliverable does
not constitute legislative, quasi-judicial, regulatory, permitting, funding, or other governmental
approval unless the authorized City body or official separately takes the action required by
Applicable Law.
Consultant is not responsible for a governmental body’s exercise of discretion or for obtaining a
particular approval, funding award, or policy outcome.
10. SUBCONSULTANTS AND ASSIGNMENT
10.1 Approved Subconsultants. Consultant may use only the Subconsultants identified in its
Proposal or approved in writing by the City for the applicable Task Authorization. Before
approval, Consultant shall provide information reasonably requested by the City concerning the
proposed Subconsultant’s qualifications, experience, licenses, personnel, conflicts of interest,
insurance, scope, and compensation.
City approval shall not be unreasonably withheld when the proposed Subconsultant is qualified
and does not present a material performance, procurement, conflict, legal, security, or financial
risk. City approval does not create contractual privity with the Subconsultant or relieve Consultant
of responsibility for the Subconsultant’s Work.
10.2 Responsibility for Subconsultants. Consultant is fully responsible for the acts, omissions,
performance, supervision, and coordination of each Subconsultant and other person used by
Consultant to perform the Work, to the same extent Consultant would be responsible if the Work
were performed by Consultant’s own employees.
The City’s review or approval of a Subconsultant, subcontract, invoice, or Deliverable does not
relieve Consultant of that responsibility.
10.3 Required Subcontract Terms. Consultant shall enter into a written agreement with each
Subconsultant that:
1. Describes the assigned scope and compensation;
2. Requires performance consistent with the applicable Task Authorization and professional
standard of care;
3. Requires all licenses, registrations, certifications, and insurance applicable to the assigned
services;
4. Requires compliance with public-records, record-retention, audit, E-Verify, ethics,
confidentiality, data-security, accessibility, statutory-certification, and grant requirements
applicable to the Subconsultant’s Work;
5. Secures for the City the ownership or license rights required under Section 12;
6. Requires appropriate indemnification consistent with Section 15 and Applicable Law;
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7. Requires timely delivery of Deliverables and project records upon completion or
termination; and
8. Permits termination or reassignment of the subcontract when reasonably necessary to
comply with the City’s termination, suspension, or personnel-removal rights.
Consultant shall provide a copy of a subcontract or relevant portions thereof upon the City’s
reasonable request, subject to lawful protection of confidential information.
10.4 Replacement or Addition of Subconsultants. Consultant shall not add, remove, or
materially change the responsibilities of an approved Subconsultant without the City’s prior
written approval.
If an approved Subconsultant becomes unavailable, unqualified, ineligible, or unable to perform,
Consultant shall promptly propose a qualified replacement. Consultant is not entitled to additional
compensation or time when replacement is required because of Consultant’s or the Subconsultant’s
acts, omissions, staffing decisions, default, loss of qualification, or failure to perform.
If the City requests replacement for reasons not caused by Consultant or the Subconsultant, any
material cost or schedule impact shall be addressed under Section 5.
10.5 Payment of Subconsultants. Consultant is solely responsible for paying its Subconsultants
and resolving claims arising under its subcontracts. Consultant shall pay undisputed amounts due
to Subconsultants within the time required by Applicable Law and the applicable subcontract.
Upon reasonable request, Consultant shall provide evidence that Subconsultants have been paid
for amounts included in prior City payments. The City may withhold amounts reasonably related
to a documented nonpayment claim, but the City has no obligation to pay a Subconsultant directly.
10.6 No Third-Party Rights. No subcontract, City approval, direct communication, review,
payment, or other action creates a contractual relationship between the City and a Subconsultant.
No Subconsultant is a third-party beneficiary of this Agreement or a Task Authorization.
The City may communicate directly with a Subconsultant for coordination, verification, audit,
public-records compliance, or protection of the Work, but Consultant remains responsible for
directing and supervising the Subconsultant.
10.7 Assignment by Consultant. Consultant shall not assign, transfer, delegate, or otherwise
dispose of this Agreement, a Task Authorization, responsibility for performance, or a material
portion of the Work without the City’s prior written consent.
A merger, consolidation, sale of substantially all assets, transfer of a controlling ownership interest,
or other change of control affecting Consultant constitutes an assignment for purposes of this
Section. Consultant shall provide advance written notice of a proposed transaction when legally
permitted.
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The City may withhold consent based on reasonable concerns regarding qualifications,
responsibility, conflicts, procurement compliance, financial capacity, continuity, or performance.
An unauthorized assignment is voidable by the City and constitutes a material default.
10.8 Assignment of Payment Rights. Consultant shall not assign or factor amounts payable by
the City without prior written notice and the City’s written acknowledgment. An assignment of
payment rights does not:
1. Transfer responsibility for performance;
2. Increase or accelerate the City’s payment obligations;
3. Prevent the City from asserting defenses, withholding disputed amounts, or exercising
setoff rights existing before acknowledgment of the assignment; or
4. Require the City to make payment contrary to Applicable Law or its established payment
procedures.
10.9 Assignment by the City. The City may assign this Agreement or a Task Authorization to a
governmental entity or City-created entity that assumes the City’s applicable obligations, upon
written notice to Consultant. Any other assignment by the City requires Consultant’s consent,
which shall not be unreasonably withheld.
11. RECORDS; AUDIT; PUBLIC RECORDS
11.1 Project and Financial Records. Consultant shall create and maintain complete, accurate,
and organized records sufficient to document:
1. Performance of the Work;
2. Personnel, classifications, dates, hours, and rates charged;
3. Subconsultant services and payments;
4. Reimbursable expenses;
5. Deliverables, reviews, revisions, and approvals;
6. Compliance with the applicable Task Authorization;
7. Compliance with grant or funding requirements; and
8. Amounts invoiced and paid.
Records shall be maintained in accordance with generally accepted business practices and in a
manner that permits verification of Consultant’s performance and charges.
11.2 Retention Period. Consultant shall retain records relating to each Task Authorization for the
longer of:
1. Five years after final payment under the applicable Task Authorization;
2. The period required by the records-retention schedules applicable to the City;
3. The period required by an applicable grant, funding agreement, or Applicable Law; or
4. The conclusion of any pending audit, claim, investigation, litigation, public-records
request, or litigation hold of which Consultant has received notice.
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Consultant shall not destroy records subject to a pending request, audit, investigation, or hold until
the City provides written authorization or the applicable legal obligation expires.
11.3 Audit and Inspection. During the retention period, the City and its authorized auditors,
inspectors, grantors, and governmental oversight agencies may inspect, audit, and copy records
reasonably related to this Agreement or a Task Authorization.
Except in the case of an investigation, suspected fraud, statutory demand, emergency, or grant
requirement, the City shall provide reasonable advance notice and conduct the review during
normal business hours in a manner that does not unreasonably disrupt Consultant’s operations.
Consultant shall provide reasonable workspace, access, explanations, and assistance. Consultant
is not required to disclose unrelated records, legally privileged communications, or information
prohibited from disclosure by Applicable Law, but shall identify the basis for withholding
requested material and provide reasonably segregable nonprotected information.
11.4 Audit Findings and Overpayments. If an audit identifies an unsupported, unauthorized,
duplicative, or improperly calculated charge, Consultant shall provide supporting documentation
or reimburse the City in accordance with Section 8.
Consultant shall bear the reasonable cost of an audit to the extent the audit establishes overcharges
exceeding five percent of the amount reviewed or establishes fraud, intentional misconduct, or a
material failure to maintain required records. Otherwise, each Party shall bear its own audit costs.
11.5 Public Records Obligations. To the extent Consultant is acting on behalf of the City within
the meaning of section 119.0701, Florida Statutes, Consultant shall:
1. Keep and maintain public records required by the City to perform the Services;
2. Upon request from the City’s custodian of public records, provide the City with a copy of
the requested records or allow the records to be inspected or copied within a reasonable
time at a cost that does not exceed the cost provided in chapter 119, Florida Statutes, or as
otherwise provided by law;
3. Ensure that public records that are exempt or confidential and exempt from public-records
disclosure requirements are not disclosed except as authorized by law for the duration of
this Agreement and following completion of this Agreement if Consultant does not transfer
the records to the City; and
4. Upon completion of this Agreement, transfer to the City, at no cost, all public records in
Consultant’s possession or keep and maintain the public records required by the City to
perform the Services.
If Consultant transfers all public records to the City upon completion, Consultant shall destroy
duplicate public records that are exempt or confidential and exempt from disclosure. If Consultant
keeps and maintains public records following completion, Consultant shall satisfy all applicable
requirements for retaining public records.
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All records stored electronically must be provided to the City, upon request, in a format compatible
with the City’s information technology systems.
11.6 Public-Records Requests. The City will ordinarily receive and respond to public-records
requests relating to this Agreement. Consultant shall immediately forward to the City’s custodian
any request received by Consultant and shall coordinate its response with the City.
Consultant shall not:
1. Respond on the City’s behalf unless directed in writing;
2. Delay or impede the City’s response;
3. Destroy or alter potentially responsive records;
4. Assert that a record is exempt without identifying the legal basis for the exemption; or
5. Withhold from the City a record relating to this Agreement, except to the extent disclosure
to the City is prohibited by Applicable Law.
The City shall determine whether a City record will be produced or withheld. Consultant remains
responsible for protecting records made confidential by law.
11.7 Statutory Notice.
IF CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO CONSULTANT’S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CITY’S
CUSTODIAN OF PUBLIC RECORDS AT:
ELORA RIERA, MMC
CITY CLERK
CITY OF DANIA BEACH
100 W. DANIA BEACH BOULEVARD
DANIA BEACH, FLORIDA 33004
TELEPHONE: (954) 924-9800, EXTENSION 3623
EMAIL: ERIERA@DANIABEACHFL.GOV
11.8 Failure to Comply. A material failure to comply with this Section constitutes a default.
Before terminating for an ordinary curable violation, the City shall provide the notice and cure
opportunity stated in Section 19.
The City may require immediate compliance, seek enforcement under section 119.0701, Florida
Statutes, or exercise other available remedies when delay would impair a public-records response
or violate Applicable Law. Consultant is responsible for the costs and attorneys’ fees imposed
against it or incurred by the City to the extent resulting from Consultant’s unlawful refusal or
failure to provide public records.
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11.9 Proprietary and Confidential Materials. Consultant shall clearly identify information it
believes is exempt or confidential and exempt from disclosure and shall cite the specific legal
authority supporting that position. A designation by Consultant does not bind the City or create an
exemption from chapter 119.
If the City receives a request for such information, the City may provide Consultant reasonable
notice when practicable. Consultant shall be responsible for seeking, at its own expense, any
judicial protection it considers necessary. The City shall not be required to contest disclosure
unless legally obligated to do so.
12. OWNERSHIP AND USE OF WORK PRODUCT
12.1 Deliverables Created for the City. Subject to payment of the compensation properly due for
the applicable Work, the City shall own all Deliverables specifically created for the City under a
Task Authorization, including reports, studies, analyses, memoranda, proposed code language,
maps, plans, graphics, presentations, databases, data compilations, public-engagement materials,
and other project-specific work product.
To the extent legally permissible, such Deliverables shall be considered works made for hire for
the City. To the extent a Deliverable does not qualify as a work made for hire, Consultant hereby
assigns to the City all transferable right, title, and interest in the Deliverable, including applicable
copyrights.
12.2 Delivery Formats. Consultant shall provide Deliverables in the final, editable, native, and
other formats required by the applicable Task Authorization. Unless otherwise stated in the Task
Authorization, delivery shall include reasonably necessary supporting data, maps, geographic-
information-system files, spreadsheets, formulas, presentation files, linked files, and other
materials necessary for the City to access, update, reproduce, and use the Deliverables.
Consultant shall not encrypt, password-protect, technologically restrict, or otherwise limit the
City’s use of a Deliverable unless required for security and approved by the City in writing.
Consultant shall provide all necessary passwords and access credentials upon delivery.
12.3 Timing of Ownership. Ownership of a completed Deliverable transfers to the City upon
payment of the compensation properly due for that Deliverable. If the Agreement or a Task
Authorization is terminated before completion, the City shall own completed and in-process
Deliverables for which the City has paid or pays Consultant the amount properly due under the
termination provisions.
Consultant shall not withhold public records, City-furnished materials, or Deliverables for which
the City has paid based on a dispute concerning other amounts.
12.4 Preexisting Materials. Consultant retains ownership of methodologies, templates, software,
algorithms, standard details, know-how, and other materials developed independently of this
Agreement and existing before their use in a Deliverable.
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Consultant shall identify material preexisting materials in writing before incorporating them into
a Deliverable. To the extent such material is incorporated, Consultant grants the City a perpetual,
irrevocable, worldwide, royalty-free, transferable, sublicensable, and nonexclusive license to use,
reproduce, display, distribute, modify, and create derivative works from the material for the City’s
governmental purposes.
Consultant retains ownership of its general professional knowledge, experience, skills, and
methods that do not contain City confidential information or project-specific materials owned by
the City.
12.5 Third-Party Materials. Consultant shall not incorporate third-party materials subject to
license restrictions, recurring fees, attribution requirements, use limitations, or other obligations
inconsistent with the City’s intended use unless Consultant:
1. Discloses the proposed material and applicable restrictions in writing;
2. Obtains the City’s prior written approval; and
3. Secures, at no additional cost unless otherwise authorized, all rights reasonably necessary
for the City’s intended use.
Consultant shall provide copies of applicable licenses and required attribution information. Open-
source or publicly available material is considered third-party material when its license imposes
obligations or restrictions on the City.
12.6 Consultant’s Retained Copies. Consultant may retain archival copies of Deliverables and
project records for legal, insurance, professional, and record-retention purposes. Consultant’s
retention and use remain subject to the confidentiality, public-records, data-security, and publicity
restrictions of this Agreement.
Consultant may not sell, license, publish, or reuse a City-owned Deliverable in a manner that
discloses confidential information, identifies a nonpublic City matter, interferes with the City’s
use, or implies City endorsement without the City’s prior written consent.
12.7 City Use and Disclosure. The City may use, reproduce, modify, publish, distribute, display,
combine, and create derivative works from City-owned Deliverables for any lawful governmental
purpose. The City may provide Deliverables to other governmental entities, applicants,
consultants, contractors, grantors, members of the public, or other persons as the City considers
appropriate or as required by law.
Nothing in this Section requires disclosure of a record exempt or confidential and exempt under
Applicable Law.
12.8 Reuse or Modification Without Consultant. If the City materially modifies a Deliverable
or reuses it for a materially different project or purpose without Consultant’s professional
involvement, the City does so at its own risk to the extent the claim or loss results from that
modification or reuse.
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Consultant remains responsible for errors, omissions, or deficiencies existing in the Deliverable
when originally provided. The City’s ordinary use, implementation, updating, reproduction, public
disclosure, or reliance consistent with the Deliverable’s intended purpose does not constitute
unauthorized reuse.
12.9 Professional Seals and Attribution. The City shall not represent that Consultant prepared
or approved a material modification that Consultant did not prepare or approve. When required by
Applicable Law, a modified professional document must be reviewed, signed, or sealed by the
appropriately licensed professional responsible for the modification.
Consultant may remove its name or professional seal from a materially modified Deliverable when
permitted by law, but may not prevent the City from using the underlying City-owned material.
12.10 Subconsultant and Personnel Rights. Consultant shall obtain from its Consultant
Personnel and Subconsultants all assignments, licenses, releases, and permissions necessary to
provide the City the rights established in this Section. Consultant shall ensure that no Consultant
Personnel or Subconsultant asserts ownership or other rights inconsistent with the City’s rights.
12.11 Grant-Funded Work. When a Task Authorization is funded in whole or in part by a grant,
the Deliverables shall also be subject to any ownership, access, license, acknowledgment, or
federal-interest requirements imposed by the grant. Consultant shall execute documents
reasonably necessary to confirm those rights.
13. CONFIDENTIALITY; DATA SECURITY; ACCESSIBILITY
13.1 Confidential Information
“Confidential Information” means information received, accessed, created, or maintained by
Consultant in connection with the Work that:
1. Is confidential or exempt and confidential from public disclosure under Applicable Law;
2. Consists of passwords, authentication credentials, access codes, private encryption keys,
or nonpublic information concerning the security of City systems or facilities that is
protected from disclosure by Applicable Law; or
3. Is received from a third party subject to a lawful confidentiality obligation, but only to the
extent that the obligation is enforceable against the City and consistent with Chapter 119,
Florida Statutes.
Confidential Information does not include information that:
1. Is a public record available for inspection or copying under Chapter 119, Florida Statutes;
2. Was lawfully known to Consultant without a confidentiality obligation before receipt from
the City;
3. Becomes publicly available through no breach of this Agreement;
4. Is lawfully received from another source without a confidentiality obligation; or
5. Is independently developed without use of Confidential Information.
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Neither the City nor Consultant may make a public record confidential by labeling it confidential
or by entering into this Agreement. Whether a record is subject to disclosure shall be determined
under Applicable Law.
13.2 Handling of Confidential Information
Consultant shall use Confidential Information only as reasonably necessary to perform the
authorized Work and shall disclose it only to Consultant Personnel who require access and are
subject to comparable confidentiality obligations.
Consultant shall protect Confidential Information in accordance with Applicable Law and the
reasonable security requirements stated in this Agreement or the applicable Task Authorization.
Nothing in this Section authorizes Consultant to withhold a record from the City or to
independently deny a public-records request.
13.3 Legally Required Disclosure
If Consultant receives a subpoena, court order, public-records request, or other legal demand
seeking Confidential Information or records relating to the Work, Consultant shall promptly notify
and transmit the demand to the City unless notice is prohibited by Applicable Law.
Consultant shall coordinate with the City and reasonably cooperate in determining whether an
exemption, protective order, objection, or other lawful response applies. Consultant shall not
independently withhold a public record, assert an exemption on the City’s behalf, or disclose
Confidential Information except as authorized by the City or required by Applicable Law.
If disclosure is legally required, Consultant shall disclose only the portion required and shall use
reasonable efforts to preserve any applicable legal protection. This Section does not delay or
restrict the City’s obligations under Chapter 119, Florida Statutes.
13.4 Information-Security Safeguards
Consultant shall maintain reasonable administrative, technical, and physical safeguards
appropriate to the nature of the City information, systems, and technology accessed or used in
performing the Work. These safeguards govern Consultant’s handling and security practices and
do not make a public record confidential or exempt from disclosure.
As applicable to the assigned Work, safeguards shall include:
1. Limiting access to persons with a legitimate need to perform the Work;
2. Using unique user credentials and multifactor authentication when reasonably available
and appropriate;
3. Encrypting Confidential Information in transit and at rest;
4. Maintaining current security updates and reasonable protection against malicious software;
5. Using secure backup, recovery, transmission, storage, and disposal procedures;
6. Maintaining appropriate access and activity logs;
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7. Training personnel regarding applicable security and confidentiality requirements; and
8. Exercising reasonable oversight of Subconsultants and technology providers with access
to City information or systems.
A Task Authorization may establish additional safeguards based on the sensitivity of the
information, the systems involved, and the risk presented by the assignment.
13.5 Security Incidents
Consultant shall notify the City promptly, and no later than twenty-four hours after discovery, of
an actual or reasonably suspected:
1. Unauthorized access, acquisition, use, or disclosure of Confidential Information;
2. Loss, alteration, destruction, or unauthorized encryption of City information;
3. Material compromise or unavailability of a City system caused by or associated with
Consultant’s performance; or
4. Security event that Consultant reasonably believes may require notice, investigation,
remediation, or reporting under Applicable Law.
The initial notice may be preliminary and shall include the information reasonably available at the
time. Consultant shall thereafter:
1. Take immediate reasonable steps to contain and mitigate the incident;
2. Preserve relevant evidence and records;
3. Investigate the nature, scope, cause, and effects of the incident;
4. Provide material updates and a written report when reasonably requested;
5. Cooperate with the City and applicable law-enforcement, regulatory, insurance, and
forensic activities;
6. Coordinate with the City before notifying affected persons or making a public statement,
unless Consultant is independently required by law to provide immediate notice; and
7. Take reasonable corrective measures to prevent recurrence.
Consultant shall bear reasonable investigation, response, notification, and remediation costs to the
extent the incident was caused by Consultant’s breach of this Agreement, violation of Applicable
Law, or failure to use the required safeguards. Allocation of costs for an incident not caused by
Consultant shall be determined under the applicable Task Authorization and Applicable Law.
Nothing in this Section makes information confidential or exempt from Chapter 119, Florida
Statutes.
13.6 Artificial Intelligence and Automated Tools
Consultant shall not input Confidential Information, authentication credentials, personal
information, nonpublic security information, unpublished City work product, or other City
information restricted by the applicable Task Authorization into a publicly accessible or externally
hosted generative-artificial-intelligence system without the City’s prior written approval.
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This restriction is a contractual limitation on Consultant’s use of City information and does not
create or imply an exemption from public-records disclosure.
When the City approves use of an artificial-intelligence or automated tool, Consultant shall:
1. Disclose the intended tool and proposed use;
2. Use available settings that prohibit unnecessary retention, secondary use, or model training;
3. Preserve the City’s ownership, confidentiality, and public-records rights;
4. Independently review and verify material factual, legal, technical, and analytical outputs;
5. Identify material use of the tool when reasonably requested by the City;
6. Comply with applicable licensing, privacy, intellectual-property, and records-retention
requirements; and
7. Remain fully responsible for the accuracy, originality, legality, accessibility, and
professional quality of the Work.
Use of an artificial-intelligence or automated tool does not reduce Consultant’s standard of care,
excuse compliance with the Contract Documents, or transfer responsibility for the Work to the
City.
13.7 Access to City Systems
Consultant shall access City networks, systems, platforms, accounts, and databases only when
authorized in writing and only to the extent reasonably necessary to perform the Work. Consultant
shall comply with the City’s reasonable written access-control, acceptable-use, credential-
management, and security requirements.
Consultant shall not:
1. Share credentials or permit access by an unauthorized person;
2. Attempt to circumvent a City security control;
3. Access information or systems outside the authorized scope;
4. Install software or connect equipment without required approval; or
5. Retain system access after it is no longer required.
The City may suspend or revoke access when reasonably necessary to protect City information or
systems. If a suspension not caused by Consultant materially affects the performance schedule,
any appropriate schedule adjustment shall be addressed under Section 5.
13.8 Return, Transfer, and Disposition of Information
Upon the City’s request or completion or termination of the applicable Work, Consultant shall
return, transfer, or securely dispose of City information as directed by the City, subject to Chapter
119, Florida Statutes, the records-retention requirements of Section 11, and other Applicable Law.
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Consultant shall not destroy:
1. A public record that must be retained or transferred to the City;
2. A record subject to an existing public-records request;
3. A record subject to an audit, investigation, litigation hold, or pending claim; or
4. A record otherwise required to be maintained by Applicable Law, a grant requirement, or
a professional obligation.
Consultant may retain archival copies required by law, professional standards, insurance
obligations, or litigation holds. Retained Confidential Information remains subject to this Section
and shall be securely disposed of when the applicable retention obligation expires. Consultant shall
confirm disposition in writing when reasonably requested.
13.9 Public-Facing Deliverables
Consultant shall prepare public-facing electronic Deliverables in compliance with applicable
disability-access and accessibility requirements and any reasonable accessibility standards
identified in the applicable Task Authorization. Consultant shall use accessibility practices
appropriate to the format and intended use of each Deliverable, including logical document
structure and reading order, descriptive headings and labels, alternative text, adequate color
contrast, accessible tables and forms, and captions or transcripts when applicable.
If a required accessibility feature is not technically feasible for a particular map, graphic, data
visualization, or other specialized format, Consultant shall promptly notify the City and cooperate
in providing an accessible alternative or equivalent means of communicating the material
information.
13.10 Accessibility Corrections
Consultant shall promptly correct, without additional compensation, an accessibility defect caused
by Consultant’s failure to comply with Section 13.9 or the applicable Task Authorization.
Consultant is not responsible for an accessibility defect caused solely by:
1. A material modification made by the City or another person after delivery;
2. A City-required format, platform, template, or technology that does not support the
required accessibility feature, provided Consultant gave timely written notice of the
limitation;
3. Third-party content or technology not selected, controlled, or modified by Consultant;
4. The City’s failure to provide information reasonably necessary to create an accessible
Deliverable; or
5. A change in Applicable Law or accessibility standards occurring after the City accepted
the Deliverable.
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Consultant remains responsible to the extent its Work contributed to the defect. Work required
solely because of a later change in law, a new City requirement, or a City-requested modification
shall be treated as a change under Section 5.
13.11 Survival
Consultant’s obligations concerning Confidential Information, security incidents, restricted use of
City information, access credentials, and the return, transfer, retention, and disposition of City
information survive the completion, expiration, or termination of this Agreement and each Task
Authorization for as long as the applicable information remains confidential or otherwise protected
under Applicable Law or is required to be retained under Section 11.
Contractual security and handling requirements applicable to information that is not confidential
survive only for as long as Consultant retains or controls that information. Nothing in this Section
makes a public record confidential or exempt from disclosure under Chapter 119, Florida Statutes.
14. INSURANCE
Consultant shall, at its own expense, obtain and maintain all insurance required by Section 5 of the
RFQ, including the applicable coverage, limits, endorsements, certificates, insurer qualifications,
notice requirements, Subconsultant coverage, and post-completion coverage stated therein. The
RFQ’s insurance requirements are incorporated into this Agreement by reference.
If different insurer-rating requirements appear in the RFQ, the rating requirement in Section 5.2 of
the RFQ controls. The City shall be named as an additional insured under Consultant’s commercial
general liability and automobile liability policies, but only to the extent applicable to those
coverages. Insurance notices required by the RFQ shall be delivered to the City Clerk and City
Risk Manager.
Consultant and its Subconsultants shall not begin or continue Work unless the required insurance
remains in effect. The City’s receipt or approval of insurance documentation does not waive any
requirement, limit Consultant’s obligations or liability, or waive the City’s sovereign immunity or
protections under section 768.28, Florida Statutes.
15. INDEMNIFICATION
15.1 Consultant Indemnification. To the fullest extent permitted by Applicable Law, Consultant
shall indemnify and hold harmless the City and its officers and employees from liabilities,
damages, losses, judgments, and reasonable costs, including attorneys’ fees, to the extent caused
by the negligence, recklessness, intentional misconduct, or violation of Applicable Law by
Consultant or Consultant Personnel in performing the Work.
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15.2 Intellectual-Property Claims. Consultant shall defend, indemnify, and hold harmless the
City from a third-party claim alleging that an original Deliverable provided by Consultant infringes
a United States patent, copyright, trademark, or trade secret. This obligation does not apply to the
extent the claim results from City-provided material, a City-directed design furnished over
Consultant’s written objection, or an unauthorized material modification or use of the Deliverable.
15.3 Statutory Construction. If Consultant is a “design professional” and this Agreement is a
“professional services contract” within section 725.08, Florida Statutes, this Section shall be
interpreted and enforced only to the extent permitted by that statute. Consultant is not required to
indemnify or defend the City for the City’s own negligence, recklessness, intentional misconduct,
or other wrongful conduct.
15.4 City Protections. Nothing in this Agreement waives the City’s sovereign immunity or any
defense or limitation of liability under section 768.28, Florida Statutes, or other Applicable Law.
This Section survives completion, expiration, or termination.
16. INDEPENDENT CONTRACTOR; NO THIRD-PARTY BENEFICIARIES
Consultant is an independent contractor and, subject to the Contract Documents, controls the
manner and means of performing the Work and remains responsible for its professional judgment.
The City may administer the Agreement, establish project requirements, review Deliverables, and
monitor performance without creating an employment, agency, partnership, or joint-venture
relationship.
Consultant and Consultant Personnel are not City employees and are not entitled to City wages,
benefits, workers’ compensation, unemployment benefits, or other employee rights. Consultant is
solely responsible for the supervision and compensation of Consultant Personnel and for all
applicable taxes, insurance, and employment obligations.
Consultant has no authority to bind the City or incur an obligation on the City’s behalf unless
expressly authorized in writing by a City official with legal authority to do so. This Agreement
benefits only the Parties and creates no right or cause of action in any third party.
17. ETHICS; CONFLICTS; CONTINGENT FEES
17.1 Ethics and Conflicts. Consultant shall comply with all applicable ethics, gift, lobbying, and
conflict-of-interest laws, including applicable provisions of Chapter 112, Florida Statutes.
Consultant shall promptly disclose any actual or reasonably apparent conflict affecting the Work.
Consultant shall not accept or continue an assignment adverse to the City concerning the same
matter, represent conflicting interests in connection with the Work, or use nonpublic City
information for another client. The City may require reasonable measures to address a disclosed
conflict or may decline, suspend, or terminate the affected assignment if the conflict cannot be
adequately resolved.
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17.2 Contingent Fees. To the extent section 287.055(6), Florida Statutes, applies, Consultant
warrants that it has not employed or retained any company or person, other than a bona fide
employee working solely for Consultant, to solicit or secure this Agreement and has not paid or
agreed to pay any person or entity, other than such employee, any fee, commission, percentage,
gift, or other consideration contingent upon or resulting from the award or making of this
Agreement.
For breach of this warranty, the City may terminate this Agreement without liability and, at its
discretion, deduct from the compensation or otherwise recover the full amount of the improper fee,
commission, percentage, gift, or consideration.
17.3 Improper Influence. Consultant shall not offer, give, solicit, or accept anything of value for
the purpose of improperly influencing a City decision relating to this Agreement or a Task
Authorization. Consultant shall promptly report to the City Attorney any request for an improper
payment, benefit, or consideration associated with the Work.
18. STATUTORY REPRESENTATIONS AND COMPLIANCE
18.1 Public Entity Crimes and Discrimination. Consultant represents that neither it nor an
affiliate is prohibited from bidding on, submitting a proposal for, or entering into or performing a
public contract under sections 287.133 or 287.134, Florida Statutes. Consultant shall promptly
notify the City of any event affecting this representation.
18.2 E-Verify. Consultant shall register with and use the E-Verify system as required by section
448.095, Florida Statutes, and shall require each Subconsultant to do the same. Consultant shall
obtain and retain the affidavit required from each Subconsultant and shall provide evidence of
compliance upon request.
The City shall terminate this Agreement or require termination of a subcontract when required by
section 448.095, Florida Statutes. A termination required by that statute is not a breach of contract.
Consultant shall be responsible for any additional costs incurred by the City to the extent provided
by Applicable Law.
18.3 Scrutinized Companies. Consultant certifies, represents, and warrants, to the extent
applicable under section 287.135, Florida Statutes, that it is eligible to contract with the City and
is not on a prohibited scrutinized-company list or engaged in a prohibited boycott or business
operation.
The City may terminate this Agreement if Consultant submits a false certification, becomes
ineligible, is placed on an applicable prohibited list, or engages in conduct for which termination
is authorized by section 287.135, Florida Statutes.
18.4 Foreign Countries of Concern. Consultant shall comply with section 287.138, Florida
Statutes, when applicable, and shall provide any affidavit, disclosure, or certification required
before entering into, renewing, or extending an applicable contract. Consultant shall not use a Sub
Subconsultant or other entity that is ineligible under that statute to perform affected Work.
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18.5 Human Trafficking Affidavit. Upon execution and upon any renewal or extension of this
Agreement, Consultant shall provide the affidavit required by section 787.06(14), Florida Statutes,
signed under penalty of perjury by an authorized officer or representative, attesting that Consultant
does not use coercion for labor or services as defined by that statute.
18.6 Continuing Compliance. Consultant shall maintain compliance with the statutory
requirements applicable to this Agreement throughout its term and shall promptly notify the City
of any change that materially affects Consultant’s eligibility or ability to perform the Work. If a
change in Applicable Law materially affects the scope, cost, or schedule of a Task Authorization,
any adjustment must be approved in accordance with Section 5.
19. SUSPENSION AND TERMINATION
19.1 Suspension. The City may suspend all or part of the Work by written notice. Consultant shall
promptly stop the affected Work, protect completed and in-process Work, mitigate avoidable costs,
and continue any Work not suspended.
If a suspension not caused by Consultant’s default materially affects the cost or schedule of
performance, any equitable adjustment shall be addressed in accordance with Section 5.
19.2 Termination for Convenience. The City may terminate this Agreement or any Task
Authorization, in whole or in part, without cause upon thirty days’ written notice. The City may
direct Consultant to stop affected Work before the effective termination date.
Consultant shall be paid only for conforming Work properly performed through the effective date
of termination and for approved, noncancelable commitments reasonably incurred before notice
of termination, less prior payments and lawful offsets. Consultant is not entitled to anticipatory
profit, compensation for unperformed Work, consequential damages, or termination charges.
19.3 Termination for Cause. Either Party may terminate this Agreement or an affected Task
Authorization for a material breach that remains uncured ten days after written notice. If the breach
cannot reasonably be cured within ten days, the breaching Party shall not be in default if it begins
corrective action within that period, diligently continues the cure, and completes it within a
reasonable time approved in writing by the nonbreaching Party.
The City may suspend Work or terminate immediately for fraud, corruption, abandonment, loss of
a required license or insurance, an unwaivable conflict of interest, statutory ineligibility, unlawful
refusal to provide public records, a knowing violation of E-Verify requirements, conduct
presenting an immediate threat to public safety or City systems, or insolvency materially affecting
Consultant’s ability to perform.
19.4 Consultant Termination for Nonpayment. Consultant may terminate an affected Task
Authorization if the City fails to pay a material undisputed amount within thirty days after
receiving written notice that specifically identifies the overdue amount, provided Consultant has
submitted a proper invoice and complied with the applicable payment requirements.
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Consultant may not terminate for an amount reasonably disputed by the City or for nonpayment
resulting from Consultant’s failure to provide required supporting documentation.
19.5 Effect of Termination. Upon suspension, expiration, or termination, Consultant shall:
1. Discontinue the affected Work as directed;
2. Protect and preserve completed and in-process Work;
3. Mitigate avoidable costs;
4. Deliver all required Deliverables, City-furnished materials, public records, and project
files;
5. Identify outstanding commitments and amounts claimed;
6. Cooperate in the orderly transition of the Work; and
7. Refund any unearned or overpaid amounts.
19.6 Survival. Provisions that by their nature should survive completion, expiration, or
termination shall survive, including provisions concerning payment reconciliation, records, audits,
public records, ownership, confidentiality, data security, indemnification, dispute resolution, and
sovereign immunity.
20. DEFAULT REMEDIES; SETOFF
20.1 Remedies. If Consultant fails to perform in accordance with the Contract Documents, the
City may, subject to the notice and cure provisions of Section 19:
1. Require Consultant to correct or complete deficient Work;
2. Withhold payment for disputed, unsupported, incomplete, or nonconforming Work;
3. Suspend the affected Work or issuance of additional Task Authorizations;
4. Supplement Consultant’s performance;
5. Recover overpayments and reasonable damages caused by Consultant’s default; or
6. Terminate this Agreement or the affected Task Authorization.
20.2 Supplemental Performance. If Consultant does not timely cure a default, the City may
engage another person to correct or complete the affected Work. Consultant shall be responsible
for the reasonable excess costs incurred by the City to the extent caused by Consultant’s default.
Except in an emergency or when immediate action is reasonably necessary to protect persons,
property, public records, or ongoing Work, the City shall provide Consultant the applicable notice
and cure opportunity before supplementing performance.
20.3 Setoff. After providing written notice describing the basis and amount, the City may set off a
documented amount owed by Consultant against compensation otherwise due under this
Agreement or another City contract. The City shall not withhold an amount exceeding its
reasonable estimate of the loss, overpayment, or cost at issue and shall timely pay undisputed
amounts in accordance with Applicable Law.
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20.4 Cumulative Remedies. The remedies provided under this Agreement are cumulative and do
not exclude any remedy available under Applicable Law. The City may not obtain a duplicate
recovery for the same loss. The exercise or nonexercise of one remedy does not waive another
available remedy.
21. DISPUTES; GOVERNING LAW; VENUE
21.1 Informal Resolution. The Parties shall first attempt in good faith to resolve a dispute through
the City Project Manager and Consultant’s project manager. If the dispute is not resolved, it shall
be referred to the Parties’ authorized representatives before either Party files suit, except when
immediate judicial relief is reasonably necessary to preserve a right, prevent irreparable harm, or
comply with a limitations period.
21.2 Consultant Claims. Consultant shall provide written notice of a claim for additional
compensation or time within twenty-one days after Consultant knew or reasonably should have
known of the event giving rise to the claim. The notice shall describe the factual and contractual
basis of the claim and the anticipated cost and schedule effects.
Failure to provide timely notice waives the claim only to the extent the delay materially prejudices
the City’s ability to investigate, mitigate, document, or respond to the claim. Consultant shall
provide supporting documentation reasonably requested by the City.
21.3 Continued Performance. Unless the City directs otherwise or Consultant properly
terminates an affected Task Authorization under Section 19, Consultant shall continue performing
undisputed Work while a dispute is pending. The City shall timely pay undisputed amounts in
accordance with Applicable Law.
21.4 Governing Law and Venue. Florida law governs this Agreement without regard to conflict-
of-law principles. Exclusive venue for a legal proceeding arising from this Agreement lies in the
state courts located in Broward County, Florida, or, if federal jurisdiction is exclusive, in the
United States District Court for the Southern District of Florida.
21.5 Jury-Trial Waiver. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES
TRIAL BY JURY IN A LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW.
21.6 Attorneys’ Fees. Each Party shall bear its own attorneys’ fees and costs in a dispute arising
from this Agreement, except to the extent an award is expressly authorized by Applicable Law or
another provision of this Agreement.
21.7 Presuit Requirements and City Protections. Before commencing an action against the City,
Consultant shall comply with all applicable notice, presuit, and administrative requirements.
Nothing in this Agreement waives the City’s sovereign immunity or expands its liability beyond
the limitations established by section 768.28, Florida Statutes, or other Applicable Law.
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22. FORCE MAJEURE
22.1 Force Majeure Event. Neither Party is liable for delay in performing an obligation, other
than payment for Work properly performed, to the extent the delay is caused by an event beyond
the affected Party’s reasonable control that could not have been avoided or overcome through
reasonable planning, diligence, and mitigation.
A qualifying event may include a natural disaster, hurricane, flood, fire, epidemic, war, terrorism,
civil disturbance, governmental embargo, or governmental order that directly prevents
performance. A qualifying event does not include lack of funds, changes in market prices, ordinary
labor or supply shortages, failure to obtain personnel, or a Subconsultant’s default unless the
default is itself caused by a qualifying event.
22.2 Notice and Mitigation. The affected Party shall provide prompt written notice describing the
event, the obligations affected, the anticipated duration, and the measures being taken to mitigate
the delay. The affected Party shall use reasonable efforts to minimize the effects of the event and
resume performance as soon as reasonably practicable.
Failure to provide timely notice does not waive relief except to the extent the failure materially
prejudices the other Party’s ability to mitigate or respond to the event.
22.3 Relief. The affected Party is entitled to a reasonable extension of time for the period
performance is actually delayed. Force majeure does not entitle Consultant to additional
compensation unless the applicable Task Authorization or a written amendment expressly provides
otherwise.
22.4 Extended Delay. The City may terminate the affected Task Authorization if a force majeure
event materially defeats the project’s purpose or causes a delay exceeding thirty consecutive days.
Consultant may request termination if the event prevents substantially all performance under the
affected Task Authorization for more than sixty consecutive days.
Upon termination, Consultant shall be paid for conforming Work properly performed through the
effective termination date and approved, noncancelable commitments, subject to Sections 8 and
19.
23. NOTICES
Formal notices required under this Agreement shall be in writing and delivered by personal
delivery, nationally recognized overnight delivery service, certified United States mail with return
receipt requested, or email with confirmation of receipt, to the addresses stated below or to another
address designated by written notice.
Notice is effective upon receipt. A notice sent by email after 5:00 p.m. or on a day the City is not
open for business is deemed received on the next business day. Routine project communications,
submissions, reviews, and Task Authorization administration may be conducted by email but do
not amend this Agreement or authorize additional compensation.
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Insurance notices shall be delivered to the City officials specified in the RFQ’s insurance
requirements and are governed by those requirements.
CITY:
City Manager
City of Dania Beach
100 W. Dania Beach Boulevard
Dania Beach, Florida 33004
Email: ______________________________
With a copy to:
City Attorney
City of Dania Beach
100 W. Dania Beach Boulevard
Dania Beach, Florida 33004
Email: ______________________________
CONSULTANT:
Email: ______________________________
Attention: ___________________________
24. MISCELLANEOUS
24.1 Amendments and Authority. No amendment, waiver, or modification of this Agreement is
effective unless it is in writing and executed by authorized representatives of both Parties in
accordance with Applicable Law and the City’s procurement requirements. No City employee or
representative may orally amend this Agreement, authorize additional compensation, or otherwise
bind the City beyond the authority delegated in writing.
24.2 Entire Agreement. The Contract Documents constitute the entire agreement between the
Parties concerning their subject matter and supersede prior discussions, negotiations, and
representations. Consultant acknowledges that the City relied upon the material representations,
qualifications, personnel commitments, and certifications contained in the Proposal.
24.3 Severability. If a provision of this Agreement is determined to be invalid or unenforceable,
the provision shall be enforced to the maximum extent permitted by law, and the remaining
provisions shall remain in effect unless the invalid provision materially defeats the Agreement’s
essential purpose.
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24.4 Waiver. A waiver is effective only if made in writing by an authorized representative of the
waiving Party. A waiver concerning one event does not waive a subsequent event or another
contractual requirement. A Party’s failure or delay in enforcing a right does not waive that right.
24.5 Interpretation. The Parties have had an opportunity to review this Agreement with counsel.
Headings are for convenience and do not limit interpretation. “Including” means “including
without limitation.” Words in the singular include the plural when the context requires. No
presumption shall apply against a Party based upon authorship of this Agreement.
24.6 Counterparts and Electronic Signatures. This Agreement and Task Authorizations may be
executed in counterparts, each of which is deemed an original and all of which together constitute
one instrument. Legally valid electronic signatures and electronically transmitted copies shall have
the same effect as original signatures.
24.7 Cooperation with Audits and Investigations. Consultant shall reasonably cooperate with
lawful audits, investigations, subpoenas, grant reviews, and public-integrity inquiries relating to
this Agreement while preserving applicable legal privileges and protections for confidential
information.
24.8 No Publicity or Endorsement. Consultant may accurately identify the City as a client in a
general experience list but shall not use the City’s name, seal, logo, or other marks in advertising,
issue a press release concerning the Work, or represent that the City endorses Consultant without
the City’s prior written consent.
24.9 No Delegation of Governmental Authority. Nothing in this Agreement delegates the City’s
legislative, quasi-judicial, regulatory, police-power, procurement, or discretionary authority. Final
governmental decisions remain with the City officials and bodies authorized by Applicable Law.
24.10 Further Assurances. Each Party shall execute documents and take reasonable actions
necessary to carry out the lawful intent of this Agreement, provided that no such document or
action materially increases a Party’s obligations without a written amendment.
SIGNATURES ON THE FOLLOWING PAGES
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IN WITNESS OF THE FOREGOING, the parties have set their hand and seal the day
and year first written above.
CITY OF DANIA BEACH, FLORIDA,
a Florida municipal corporation
ELORA RIERA, MMC JOYCE L. DAVIS
CITY CLERK MAYOR
APPROVED AS TO LEGAL FORM
AND CORRECTNESS
EVE A. BOUTSIS, CITY ATTORNEY CANDIDO SOSA-CRUZ, ICMA-CM
CITY MANAGER
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CONSULTANT:
WITNESSES:
SIGNATURE SIGNATURE
PRINT Name PRINT Name
SIGNATURE Title
PRINT Name
STATE OF FLORIDA
COUNTY OF
The foregoing instrument was acknowledged before me by means of ☐ physical presence
or ☐ online notarization, on , 2026, by _______________ (name),
_______________________ (title), of , who is personally known to
me or has produced as identification.
NOTARY PUBLIC
My Commission Expires: State of Florida