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Calvin, Giordano & Associates, Inc.
<br /> A SAFEbuilt Company
<br />City of Sunny Isles Beach, FL | RFQ # 26-07-01 | Continuing Professional Architectural and Engineering Consulting Services (CCNA) | 131
<br />Exceptions
<br />The CGA Contracts and Legal team have reviewed the Sample Agreement provided by the City of Sunny Isles Beach, and respectfully
<br />notes the following exceptions in the table below. Deletions are stricken through, and additions are underlined.
<br />Refer to:Exception:
<br />Page 5 4.3 Delay Damages (Liquidated Damages). As to this Agreement, or Project Agreements or Letter Agreements, that
<br />have deadlines, time will be of the essence unless stated otherwise. In the event the work or Services are not completed
<br />within the time specified, the City will suffer damages, the amount of which is difficult if not impossible to ascertain. It is
<br />agreed, therefore, that from the compensation otherwise to be paid to the Consultant, the City may retain the sum of FIVE
<br />HUNDRED Dollars ($500.00) per calendar day for each day thereafter, Sundays and holidays included, that the Work or
<br />Services remains uncompleted. This sum shall represent liquidated damages that the City will have sustained per calendar
<br />day from the inconvenience and expense caused to the City by the delay in the completion of the Work or Services. This sum
<br />is not a penalty, being the liquidated damages the City will have sustained in event of such default by the Consultant. The City
<br />reserves the right to additionally recover direct expenses incurred during the period of any delay. The Consultant shall be liable
<br />for liquidated damages even if the Agreement, Project Agreement, or Letter Agreement is terminated by the City for cause or if
<br />the Consultant abandons the Work or Services.
<br />Page 6 5.3 Correction of Services. If, in the judgment of City, the Services provided by Consultant do not conform to the
<br />requirements of this Agreement, Project Agreement, or Letter Agreemente, or if the Services exhibit poor workmanship, City
<br />reserves the right to require that Consultant correct all such deficiencies in the Services to bring the Services into conformance
<br />without additional cost to City, and/or provided that such deficiencies are attributable to Consultant’s failure to perform the
<br />Services in accordance with the requirements of this Agreement, Project Agreement, or Letter Agreement. City may also
<br />request to replace any personnel who fail to perform in accordance with the requirements of this Agreement. City shall be the
<br />sole judge of non-conformance and the quality of Services. Any determination of non-conformance and the quality of Services
<br />shall be based upon the requirements of this Agreement, Project Agreement, and Letter Agreement, as applicable, and generally
<br />accepted professional standards applicable to the Services. Neither party shall have the sole authority to determine whether
<br />Services are non-confirming or deficient. The parties shall promptly confer in good faith to resolve the issue.
<br />Page 7 5.2.2 Notwithstanding the foregoing, the Consultant shall not be relieved of liability to the City for damages sustained
<br />by it by virtue of a breach of the Agreement by Consultant and the City may reasonably withhold payment to the Consultant
<br />for the purposes of set-off until such time as the exact amount of damages due the City from the Consultant is determined.
<br />withhold from amounts otherwise due to Consultant for purposes of set-off only those amounts mutually agreed upon by
<br />the parties or finally determined to be due and owing to the City. Any disputed amount shall not be withheld as a set-off
<br />unless and until such amount is mutually agreed upon by the parties or finally determined pursuant to the dispute resolution
<br />provisions of this Agreement.
<br />Page 12 14.1 To the fullest extent permitted by law, and in accordance with §725.08, Florida Statutes, Consultant shall
<br />indemnify and hold harmless the City, its officials, officers, and employees, from and against third-party damages, losses,
<br />liabilities, and costs, including but not limited to reasonable attorneys’ fees, to the extent caused by the negligence,
<br />recklessness, or intentionally wrongful conduct of Consultant, its employees, or other persons utilized by Consultant,
<br />including subcontractors, in the performance of this Agreement, or any Project or Letter Agreements. This provision shall
<br />survive the termination or expiration of this Agreement, or any Project or Letter Agreements.
<br />Page 20 35.1 The City and Consultant bind themselves, their successors, assigns, and legal representatives to the other party
<br />hereto and to successors, assigns and legal representatives of such other party in respect to covenants, agreements, and
<br />obligations contained in this Agreement. The Consultant shall not assign this Agreement without prior written consent of the
<br />City. Written consent shall not be unreasonably withheld or delayed.
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