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Item 05. Approval of Proposal from GAI Community Solutions Group to Update the CRA REdevelopment Plan City of Ocoee ▪ 1 N. Bluford Avenue ▪ Ocoee, Florida 34761 Phone: (407) 905-3100 ▪ www.ocoee.org STAFF REPORT Meeting Date: February 7, 2023 Item #: 5 Contact Name: Ginger Corless Department Director: Craig Shadrix Contact Number: Ext. 1028 City Manager: Robert Frank Subject: Approval of Proposal from GAI Community Solutions Group to Update the CRA Redevelopment Plan. (Deputy Development Services Director/CRA Administrator Corless) Background Summary: At the September 20, 2022 CRA Board Meeting, the CRA Board voted to update the 2006 CRA Redevelopment Plan and pursue a 10 year extension of the CRA—currently set to sunset in 2036. The Plan update would include review and analysis of existing documents, as well as the CRA’s goals and objectives, and updating these based on current conditions and projects completed by CRA since creation. Additionally, the Plan update will look at expanding the Community Redevelopment Area by evaluating recently incorporated enclaves and the West Oaks Mall properties for inclusion into the CRA. Staff has selected GAI Consultants’ Community Solutions Group, through its continuing services contract, to complete the Plan update. As part of the project, Community Solutions Group will review and analyze the necessary documents, analyze the parcels, and complete a new Finding of Necessity. Additionally, they will prepare a new 5-year Capital Improvement Program, new increment revenue projections, and initial budgets for implementation based on their findings and proposed expanded area. Community Solutions Group will also assist staff with meeting and presenting to the CRA Board, the City Commission, and Orange County representatives. Issue: Should the Honorable Mayor and City Commissioners approve the proposal submitted by GAI Consultants Community Solutions Group to update the CRA’s Redevelopment Plan? Recommendations: Staff recommends the Honorable Mayor and City Commissioners approve the proposal submitted by GAI Consultants. Attachments: 1. Proposal Financial Impacts: With the CRA Board’s approval, the CRA has budgeted $150,000 for the Plan update in their FY 22-23 budget. Payment for the Plan update will come from CRA Professional Services account 130-516-00-3128. Type of Item: Consent Page 19 of 307 © 2021 GAI CONSULTANTS GAI Consultants, Inc. 618 E. South Street Suite 700 Orlando, Florida 32801 T 407.423.8398 gaiconsultants.com December 21, 2022 GAI Project R221296.00 Ms. Ginger Corless Deputy Development Services Director CRA Administrator City of Ocoee 1 North Bluford Avenue Ocoee, Florida 34761 Proposal for Professional Services CRA Finding of Necessity and Community Redevelopment Plan Update Ocoee, Florida Dear Ms. Corless: GAI Consultants, Inc. (“GAI”) is pleased to submit this proposal for the above referenced services. This proposal lays out the structure for scope of work, schedule, and costs based on our knowledge of the assignment. Project Understanding The Ocoee Community Redevelopment Agency (CRA) (“Client”) has requested GAI Consultants’ Community Solutions Group (“GAI” or “CSG”), through its continuing services contract, review and update previously completed documents including- Finding of Necessity for proposed expansion of the CRA area and update to the 2006 CRA Redevelopment Plan for the Fifty West Community Redevelopment District. The work will include the analysis of existing documents, status of current planning, determination of expanding the Community Redevelopment Area, extending the sunset date, and updating plans and revenue projections to support future program initiatives. Scope of Services Based upon our understanding of the requirements/criteria provided by the Client and the intended use of the work, GAI offers the following described Scope of Services: Task 1 – Finding of Necessity Update GAI will provide an update to the expansion area Finding of Necessity Analysis study completed in 2006 and related services in accordance with the following: 1.1 Specifically, the expanded study area will include - recently incorporated enclaves and the West Oaks Mall. 1.2 Identify elements contributing to potential slum or blight as outlined in 163.340(7) or (8), Florida Statutes, and conduct the required analysis to determine the extent, if any, of such slum or blight within the suggested expansion area within the attached proposed CRA area map. Page 20 of 307 Ms. Ginger Corless December 21, 2022 GAI Project R221296.00 © 2022 GAI CONSULTANTS 1.3 Prepare map(s) of the expanded area, based on the land use within the district that would require supporting capital projects within the proposed CRA Area. 1.4 Provide photographic evidence of findings supporting slum and blight criteria. 1.5 Prepare “Slum and Blight Matrix” memo that outlines the perceived presence of conditions of “slum” and “blight” as defined in Section 163.3640 (7), (8), Florida Statutes. “Slum and Blight Matrix” will show observed conditions of blight, suspected conditions of blight and conditions of blight not observed in the Study Area. 1.6 Provide a draft Finding of Necessity evaluation to staff and assist in presenting blight factors to CRA and City Commission. Deliverables Client will be provided the following documents in PDF or other acceptable digital format : ▪ The completed Finding of Necessity study documenting the slum and blight criteria for the suggested expansion areas. ▪ “Slum and Blight Matrix” memo that outlines the perceived presence of conditions of “slum” and “blight” as defined in Section 163.3640 (7), (8), Florida Statutes. ▪ A schedule of the adoption process and draft language for inclusion in codification document(s). Task 2 – CRA Redevelopment Plan Update GAI will provide consulting services related to the preparation of an updated Community Redevelopment Area Plan, reviewing, and modifying as needed the 2006 CRA Redevelopment Plan document. Specific services will include the following: 2.1 Review all existing documents provided by Client related to previous reports, studies and completed projects since adoption of the 2006 CRA Redevelopment Plan. 2.2 Preparation of a 5-year Capital Improvement Program for the CRA. 2.3 Preparation of increment revenue projections for the CRA for through the extended sunset date at five-year increments. 2.4 Preparation of initial budgets for program implementation. 2.5 Preparation of an updated Community Redevelopment Area Plan, utilizing Client provided revised legal description. 2.6 Presentation of updated Community Redevelopment Plan at ones (1) Community Redevelopment Agency meeting and one (1) City Commission hearing. Page 21 of 307 Ms. Ginger Corless December 21, 2022 GAI Project R221296.00 © 2022 GAI CONSULTANTS 2.7 Attendance at up to five (5) meetings with staff, county representatives, and other parties related to the following issues: expansion of the boundaries, extending sunset period, and renegotiating terms of the current City/County Interlocal Agreement. For the purposes of this proposal, any conversation or event occurring by phone, WEBEX, ZOOM, TEAMS, or similar means will be construed as a meeting. Deliverables Client will be provided the following documents in PDF or other acceptable digital format: ▪ An updated CRA Redevelopment Plan incorporating the expanded area, including a capital improvement budget, increment revenue projections, and identification of various sub area redevelopment opportunity sites. ▪ A schedule of the adoption process and draft required language for inclusion in codification document(s). Schedule GAI will begin work upon receipt of a copy of this Proposal executed and authorized below. GAI will endeavor to complete its Scope of Services and produce above-described project deliverable(s) within 16-18 weeks, subject to excused delay occasioned by factors beyond GAI’s reasonable control. Compensation GAI estimates that the above-stated Scope of Services can be performed on a lump sum basis for $70,000. If, during the project, there are significant changes to the scope of work outlined above as directed by the Client, the estimated cost will be modified accordingly. Payment Unless otherwise specified in the GAI Standard Terms and Conditions for Professional Services, attached hereto as Exhibit A, GAI will prepare invoices monthly and payment will be due within thirty (30) days of the date of the invoice. All other payment terms will be in accordance with Exhibit A. Professional Services Fees Task Description Method of Payment Fee 1 Finding of Necessity Update Lump Sum $20,000 2 CRA Redevelopment Plan Update Lump Sum $50,000 Total $70,000 Page 22 of 307 Ms. Ginger Corless December 21, 2022 GAI Project R221296.00 © 2022 GAI CONSULTANTS Assumptions and Understandings GAI’s Scope of Services, Schedule and Compensation as set forth abov e have been prepared on the basis of the following assumptions and understandings: Client acknowledges and understands that Community Solutions Group is a GAI Consultants, Inc. Services Group. Any reference to Community Solutions Group or CSG in the Proposal for Professional Services and the Standard Terms and Conditions also refers to GAI Consultants, Inc. It is further acknowledged and understood that this agreement is between the CLIENT and GAI Consultants, Inc. Access to the project site(s) or other land upon which GAI is to conduct any field work will be available to GAI personnel in a timely manner. All exploration locations will be marked and cleared by the Client for the existence of buried utility/piping structures. Client has provided all its requirements for GAI’s scope of services and all criteria and/or specifications that GAI should utilize at the time this Proposal is authorized. This includes any requirement for any statement of professional opinion or certification. Client has provided all available information pertinent to GAI’s scope of services, including previous reports/drawings; utility information; topo information, etc. at the time this Proposal is authorized. Unless otherwise noted, GAI may rely upon such information. Client will give GAI prompt notice whenever it observes or otherwise becomes aware of any development that affects the scope or timing of GAI’s performance. Client will examine and provide comments and/or decisions with respect to any GAI interim or final deliverables within a period mutually agreed upon. Any of Client’s other consultant(s)/contractor(s) will cooperate and coordinate with GAI in a timely and efficient manner. GAI’s proposed compensation and schedule are based on receipt of authorization to proceed within thirty (30) calendar days of the date of this Proposal. GAI reserves the right to adjust its compensation if authorization to proceed is not received within thirty (30) calendar days. Page 23 of 307 Ms. Ginger Corless December 21, 2022 GAI Project R221296.00 © 2022 GAI CONSULTANTS Please do not hesitate to contact me at 407.948.4393 if you have any questions or wish to discuss this Proposal. If this Proposal is acceptable, please sign where indicated below and return one copy for our file. This also will serve as authorization for GAI to proceed. GAI’s performance of the Scope of Services will be governed by the GAI Standard Terms and Conditions for Professional Services, attached hereto as Exhibit A and incorporated herein by reference. Sincerely, Community Solutions Group, a GAI Consultants, Inc. Service Group Thomas R. Kohler Senior Director, Economics A.Blake Drury, AICP Director, Planning and Urban Design TRK:BD/cl REQUESTED AND AUTHORIZED BY: Ocoee Community Redevelopment Agency BY: PRINTED NAME: TITLE: DATE: Attachments: Exhibit A – GAI Standard Terms and Conditions for Professional Services Exhibit B – 2022 GAI Standard Rate Schedule Page 24 of 307 © 2022 GAI CONSULTANTS. EXHIBIT A GAI Standard Terms and Conditions for Professional Services Page 25 of 307 EXHIBIT A GAI Consultants, Inc. Standard Terms and Conditions For Professional Services Rev. 2/2016 Page 1 of 3 1. Scope of Services and Extent of Agreement - GAI shall perform the Services as described in GAI's Proposal to which these Terms and Conditions are attached for the specified Project, incorporated herein by reference. No modification or changes to these Terms and Conditions may be made except by written instrument signed by the parties. CLIENT acknowledges that he/she/it has read these Terms and Conditions, understands them, agrees to be bound by them, and further agrees that they are the complete and exclusive statement of the AGREEMENT between the parties, superseding all proposals, oral or written understandings, or other prior agreements other than those above referred to and all other communications between the parties relating to the subject matter thereof. 2.Compensation – GAI hereby agrees to accept and CLIENT agrees to pay the compensation on either a time (hourly) and expense basis in accordance with GAI’s rates in effect at the time of performance, or lump sum basis as set forth in GAI’s Proposal to perform the Services. If GAI’s services are performed on an HOURLY BASIS, GAI will be paid for all time rendered to the project, including project scoping by professional, technical, and clerical personnel in accordance with the attached Hourly Rate Schedule. Time required for personnel of GAI to travel between GAI's office and the Site (or any other destination applicable to the project) is charged in accordance with the rates shown in the attached Hourly Rate Schedule. If overtime for non- exempt personnel (as defined by statute) is required, the overtime rate charged will be 1.50 times the invoice rate shown on the attached Hourly Rate Schedule. 3. Invoicing/Payment A.GAI will submit invoices periodically, but not more frequently than every two weeks, for Project services performed during the period or upon completion of the Project, whichever is earlier. B.Invoices are due and payable in U.S. dollars within 30 days from date of invoice. All charges not paid within 30 days are subject to a service charge of 1-1/2 percent per month or a fraction thereof, plus all costs and expenses of collection, including without limitation, attorneys’ fees. In addition to the foregoing, should CLIENT fail to pay any invoice within 45 days of the invoice date, GAI may, in its sole discretion, upon 3 days written notice to CLIENT, stop work and recover from CLIENT payment for all services performed prior to the work stoppage, plus all amounts for interest, penalties and attorney’s fees that may be recoverable under applicable law, including without limitation, prompt payment and/or lien laws. GAI will resume performance once CLIENT pays all outstanding amounts due plus any advance payment(s) or other security in GAI’s sole discretion deemed necessary by GAI. C.CLIENT will be invoiced for external expenses, such as travel, lodging, sub-contracted services, etc., at direct cost plus a 10% handling and administrative fee. D.Payments shall include the GAI invoice number and be mailed to 385 East Waterfront Drive, Homestead, PA, 15120, to the attention of Accounts Receivable. 4.Changes – CLIENT and GAI may make additions to the scope of work by written Change Order. CLIENT may omit work previously ordered by written instructions to GAI. The provisions of these Terms and Conditions, with appropriate changes in GAI's Compensation and Project Schedule, shall apply to all additions and omissions. 5.CLIENT Responsibilities – CLIENT represents, with the intent that GAI rely thereon, that it has sufficient financial resources to pay GAI as agreed to in these Terms and Conditions and, as applicable and necessary for GAI to perform its services, CLIENT will: A.Provide all criteria and full information as to its requirements for GAI’s services, including design or study objectives, constraints, third party certification requirement(s), standards or budget limitation(s). B.Assist GAI by placing at its disposal all available information pertinent to the Project and/or GAI’s services including the actual or suspected presence of hazardous waste, materials or conditions at or beneath the Project site, record (“As-Built”) drawings, surveys, previous reports, exploration logs of adjacent structures and any other data relative to the Project. Unless otherwise noted, GAI may rely upon such information. C.Upon identification by GAI and approval by CLIENT of the necessity and scope of information required, furnish GAI with data, reports, surveys, and other materials and information required for this Project, all of which GAI may rely upon in performing its services, except those included in GAI’s scope of services. D.Guarantee access to the property and make all provisions for GAI to enter upon public and private lands and clear all exploration location(s) for buried utilities/piping/structures as required for GAI to perform its services under these Terms and Conditions. E.Examine all studies, reports, sketches, opinions of the construction costs, specifications, drawings, proposals and other documents presented by GAI to CLIENT and promptly render in writing the decisions pertaining thereto within a period mutually agreed upon. F.Designate in writing a person to act as CLIENT’S representative with respect to the services to be rendered under these Terms and Conditions. Such person shall have complete authority to transmit instructions, receive information, interpret and define CLIENT’s policies and decisions with respect to materials, equipment, elements and systems pertinent to GAI’s services. G.Give prompt written notice to GAI whenever CLIENT observes or otherwise becomes aware of any development that affects the scope or timing of GAI’S services, or any defect in the Project or work of Contractor(s). H.Furnish approvals and permits from all governmental authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary for completion of the Project. I.Furnish such legal and insurance counseling services as CLIENT may require for the Project. 6.Schedule/Delays – GAI shall commence performance upon receipt of the CLIENT’s written authorization to proceed and shall perform its professional services in accordance with the schedule set forth in its Proposal, provided however, the performance of these Terms and Conditions, except for the CLIENT’s payment of money for services already rendered, shall be excused in the event performance of these Terms and Conditions is prevented or delays are occasioned by factors beyond GAI’s control, or by factors which could not reasonably have been foreseen at the time this Exhibit A was prepared and executed. The delayed party’s performance shall be extended by the period of delay plus a reasonable period to restart operations. 7.Document Ownership, and Reuse A.All reports, drawings, specifications, manuals, learning and audio/visual materials, boring logs, field data, laboratory test data, calculations, estimates, and other documents (collectively “Work Product”) prepared by GAI are instruments of service shall remain the property of GAI. Unless otherwise notified by CLIENT, GAI will retain all pertinent records relating to the Services performed for a period of two (2) years following submission of the report , design documents or other project deliverables, during which period the records will be made available at GAI’s office to the CLIENT at reasonable times. Page 26 of 307 EXHIBIT A GAI Consultants, Inc. Standard Terms and Conditions For Professional Services Rev. 2/2016 Page 2 of 3 B.Any reuse of the Work Product described above without written verification or adaptation by GAI, as appropriate, for the specific purpose intended, will be at CLIENT’s sole risk and without liability or legal exposure to GAI. CLIENT shall indemnify and hold harmless GAI from all claims, damages, losses and expenses including attorneys’ fees arising out of or resulting there from. Any future verification or adaptation of such Work Product will entitle GAI to further compensation at rates to be agreed upon by CLIENT and GAI. C.Unless specified otherwise in GAI's Proposal, GAI will dispose of all materials and samples obtained in the investigation portion of the project 90 days after completion of the report. Further storage or transfer of samples will be made at CLIENT's expense. D.CLIENT recognizes that site conditions where samples and data are gathered do vary with time and that particularly subsurface conditions may differ from those encountered at the time and location where explorations or investigations are made and, therefore, the data, interpretations, and recommendations of GAI are based solely on the information available at the time of the investigation. GAI shall not be responsible for the interpretation by others of the information it develops. 8.Standard of Performance – GAI will perform its Services with that level of care and skill ordinarily exercised by other professionals practicing in the same discipline(s), under similar circumstances and at the time and place where the Services are performed, and makes no warranty, express or implied, including the implied by law warranties of MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9.Insurance A.GAI shall procure and maintain such insurance as is required by law as of the date first written above and during the performance of the Agreement, and subject to the terms and conditions of the policies, keep in force the following insurance: Worker's Compensation Insurance with other State’s endorsement, including Employer's Liability Insurance for its employees in the amount of $500,000; Comprehensive General Liability Insurance, including Protective and Completed Operations, covering bodily injuries with limits of $1,000,000 per occurrence, and property damage with limits of $1,000,000 per occurrence; Comprehensive Automobile Liability Insurance, including operation of owned, non-owned and hired automobiles, with combined single limits for bodily injury and property damage of $1,000,000 per occurrence; Excess Umbrella Liability Insurance with limits of $1,000,000 in the aggregate. B.If CLIENT requires additional types or amounts of insurance coverage, GAI, if specifically directed by CLIENT, will purchase additional insurance (if procurable) at CLIENT's expense; but GAI shall not be responsible for property damage from any cause, including fire and explosion, beyond the amounts and coverage of GAI's insurance specified above. C.CLIENT will require that any Contractor(s) performing work in connection with GAI’s Services will name GAI as an additional insured on their insurance policies. In addition, in any hold- harmless agreements between CLIENT or Owner and any contractor who may perform work in connection with any professional services rendered by GAI, CLIENT will require such contractor(s) to defend and indemnify GAI against third party suits. D.It is agreed that GAI shall have no responsibility: 1) To supervise, manage, direct, or control CLIENT or its Contractors’, subcontractors’ or their employees; 2) For any of CLIENT’s or its contractors, subcontractors or agents or any of their employees’ safety practices, policies, or compliance with applicable Federal, State and/or local safety and health laws, rules or regulations; 3) For the adequacy of their means, methods, techniques, sequencing or procedures of performing their services or work; or 4) For defects in their work. 10.Indemnity – Subject to the Limitation(s) of Liability provision(s) below in Articles 11 and 12, GAI agrees to indemnify and hold harmless CLIENT, and its officers, directors, and employees from and against any and all claims, suits, liability, damages, injunctive or equitable relief, expenses including reasonable attorneys’ fees, or other loss (collectively "Losses") to the extent caused by GAI’s negligent performance of Services under these Terms and Conditions. 11.Limitation of Liability – In the event of any loss, damage, claim or expense to CLIENT resulting from GAI's performance or non- performance of the professional services authorized under these Terms and Conditions, GAI's liability whether based on any legal theory of contract, tort including negligence, strict liability or otherwise under these Terms and Conditions for professional acts, errors, or omissions shall be limited to the extent any such claims, damages, losses or expenses result from the negligent act, errors or omissions of GAI or its employees occurring during performance under these Terms and Conditions. The total cumulative liability of GAI arising out of professional acts, errors, or omissions shall not exceed the greater of $50,000 or two times the total compensation GAI receives from CLIENT under these Terms and Conditions. GAI's aggregate liability for all other acts, errors, or omissions shall be limited to the coverage and amounts of insurance specified in Article 9, above. The limitations stated above shall not apply to the extent any damages are proximately caused by the willful misconduct of GAI and its employees. 12.Disclaimer of Consequential Damages – Notwithstanding anything to the contrary in these Terms and Conditions, neither party shall have any liability to the other party for indirect, consequential or special damages including, but not limited to, liability or damages for delays of any nature, loss of anticipated revenues or profits, increased cost of operations or costs of shutdown or startup whether such damages are based on contract, tort including negligence, strict liability or otherwise. 13.Probable Construction Cost Estimates – Where applicable, statements concerning probable construction cost and detailed cost estimates prepared by GAI represent its judgment as a professional familiar with the construction industry. It is recognized, however, that neither GAI nor CLIENT has any control over the cost of labor, materials or equipment, over the contractors' methods of determining bid prices, or over competitive bidding or market conditions. Accordingly, GAI cannot and does not guarantee that bids, proposals, or actual costs will not vary from any statement of probable construction cost or other cost estimate prepared by it. 14.Confidentiality/Non-Disclosure – GAI shall not disclose, or permit disclosure of any information developed in connection with its performance under these Terms and Conditions or received from CLIENT or the PROJECT OWNER, or their affiliates, subcontractors, or agents designated by CLIENT as confidential, except to GAI's employees and subcontractors who need such information in order to properly execute the services of these Terms and Conditions, and shall require any such of its employees and subcontractors and their employees not to disclose or permit disclosure of any of such information, without the prior written consent of CLIENT. The foregoing shall not prohibit GAI from disclosing information in response to any Federal, State or local government directive or judicial order, but in the event GAI receives or is threatened with such an order or has actual knowledge that such an order may be sought or be forthcoming, GAI shall immediately notify CLIENT and assist CLIENT in CLIENT's undertaking such lawful measures as it may desire to resist the issuance, enforcement and effect of such an order. GAI's obligation to resist such an order and assist CLIENT and the PROJECT OWNER is contingent upon GAI receiving further compensation for such assistance plus all costs and expenses, including without limitation reasonable attorney's fees, incurred by GAI. Page 27 of 307 EXHIBIT A GAI Consultants, Inc. Standard Terms and Conditions For Professional Services Rev. 2/2016 Page 3 of 3 15.Certifications – GAI shall not be required to execute any certification with regard to work performed, tested, and/or observed under these Terms and Conditions unless: A.GAI concludes that it has performed, tested and/or observed sufficient work to provide a sufficient basis for it to issue the certification; and B.GAI believes that the work performed, tested or observed meets the certification criteria; and C.GAI gave its written approval of the certification’s exact form before executing these Terms and Conditions. Any certification by GAI shall be interpreted and construed as an expression of professional opinion based upon the Services performed by GAI, and does not constitute a warranty or guaranty, either expressed or implied. 16.Miscellaneous Terms of Agreement A.These Terms and Conditions shall be subject to, interpreted, and enforced according to the laws of the Commonwealth of Pennsylvania without giving effect to its conflict of law principles. If any part of these Terms and Conditions shall be held illegal, unenforceable, void, or voidable by any court of competent jurisdiction, each of the remainder of the provisions shall nevertheless remain in full force and effect and shall in no way be affected, impaired, or invalidated. B.Neither the CLIENT nor GAI may delegate, assign, sublet, or transfer their duties or interest as described in these Terms and Conditions and GAI's Proposal without the written consent of the other party. Both parties relinquish the power to assign and any attempted assignment by either party or by operation of law shall be null and void. C.These Terms and Conditions shall be binding upon the parties hereto, their heirs, executors, administrators, successors, and assignees. In the event that a dispute should arise relating to the performance of the Services to be provided under these Terms and Conditions and GAI's Proposal, and should that dispute result in litigation, it is agreed that each party shall bear its own litigation expenses, including staff time, court costs, attorneys' fees, and other claim-related expenses. D.CLIENT shall not assert any claim or suit against GAI after expiration of a Limitation Period, defined as the shorter of (a) three (3) years from substantial completion of the particular GAI service(s) out of which the claim, damage or suit arose, or (b) the time period of any statute of limitation or repose provided by law. In the event of any claim, suit or dispute between CLIENT and GAI, CLIENT agrees to only pursue recovery from GAI and will not to seek recovery from, pursue or file any claim or suit, whether based on contract, tort including negligence, strict liability or otherwise against any director, officer, or employee of GAI. E.No modification or changes in the terms of this Agreement may be made except by written instrument signed by the parties. CLIENT acknowledges that they have read this AGREEMENT, understands it, agrees to be bound by its terms, and further agrees that it is the complete and exclusive statement of the AGREEMENT between the parties superseding all work orders, oral or written understandings, or other prior agreements other than those above referred to and all other communications between the parties relating to the subject matter thereof. F.Either the CLIENT or GAI may terminate or suspend performance of these Terms and Conditions without cause upon thirty (30) days written notice delivered or mailed to the other party. (1)In the event of material breach of these Terms and Conditions, the party not breaching the AGREEMENT may terminate it upon ten (10) days written notice delivered or mailed to the other party, which termination notice shall state the basis for the termination. The AGREEMENT shall not be terminated for cause if the breaching party cures or commences to cure the breach within the ten day period. (2)In the event of the termination, other than caused by a material breach of these Terms and Conditions by GAI, CLIENT shall pay GAI for the Services performed prior to the termination notice date, and for any necessary services and expenses incurred in connection with termination of the project, including but not limited to, the costs of completing analysis, records and reports necessary to document job status at the time of termination and costs associated with termination or subcontractor and/or subconsultant contracts. Such compensation shall be based upon the schedule of fees used by GAI. (3)In the event CLIENT delays providing written authorization to proceed within 45 days of the date of GAI’s Proposal or suspends GAI’s performance for 45 days or more after authorization has been given, GAI reserves the right, in its sole discretion, to revise its cost, compensation and/or hourly rates to its then current rates prior to resuming performance under these Terms and Conditions. G.All notices required to be sent hereunder shall be either hand delivered, with signed receipt of such hand delivery, or sent by certified mail, return receipt requested. H.The paragraph headings in these Terms and Conditions are for convenience of reference only and shall not be deemed to alter or affect the provisions hereof. I.Unless expressly stated to the contrary, the professional services to be provided by GAI do not include meetings and consultations in anticipation of litigation or arbitration or attendance as an expert witness in any deposition, hearing, or arbitration. If requested, these services will be provided by an amendment to these Terms and Conditions, setting forth the terms and rates of compensation to be received by GAI. J.Nothing herein shall be construed to give any rights or benefits hereunder to anyone other than CLIENT, the PROJECT OWNER if different than CLIENT and GAI. K.GAI is an Equal Opportunity Employer. GAI complies with the Office of Federal Contract Compliance Programs Affirmative Action Programs as outlined in 41 CFR 60-1.4(a)(b), 41 CFR 60- 250.5(a)(b), and 41 CFR 60-741.5(a)(b). END OF TERMS AND CONDITIONS Page 28 of 307 © 2022 GAI CONSULTANTS EXHIBIT B 2022 GAI Standard Rate Schedule Page 29 of 307 Labor Classification Invoice Rate CSG Expert Witness $350.00 CSG Senior Director / VP $325.00 CSG Senior Director $265.00 CSG Director $225.00 CSG Senior Manager / Asst. Director $205.00 CSG Manager $185.00 CSG Assistant Manager $165.00 CSG Senior Project Professional $145.00 CSG Project Professional $130.00 CSG Senior Professional $115.00 CSG Professional $110.00 CSG Senior Technician $95.00 CSG Technician 2 $85.00 CSG Technician 1 $65.00 Environmental Manager $160.00 Project Environmental Specialist $100.00 Expert Witness $350.00 Principal $330.00 Technical/Professional 30 $310.00 Technical/Professional 29 $295.00 Technical/Professional 28 $285.00 Technical/Professional 27 $250.00 Technical/Professional 26 $240.00 Technical/Professional 25 $235.00 Technical/Professional 24 $230.00 Technical/Professional 23 $225.00 Technical/Professional 22 $220.00 Technical/Professional 21 $210.00 Technical/Professional 20 $205.00 Technical/Professional 19 $200.00 Technical/Professional 18 $195.00 Technical/Professional 17 $185.00 Technical/Professional 16 $180.00 Technical/Professional 15 $170.00 Technical/Professional 14 $160.00 Technical/Professional 13 $150.00 Technical/Professional 12 $140.00 Technical/Professional 11 $135.00 Technical/Professional 10 $130.00 Technical/Professional 09 $125.00 Technical/Professional 08 $110.00 Technical/Professional 07 $105.00 Technical/Professional 06 $100.00 Technical/Professional 05 $95.00 Technical/Professional 04 $90.00 Technical/Professional 03 $85.00 Technical/Professional 02 $75.00 Technical/Professional 01 $70.00 Technical/Support 1 $50.00 Survey Crew - 3 Person $230.00 Surveyor $200.00 Survey Crew - 2 Person $180.00 Survey Senior CAD Operator $100.00 Survey Crew Chief $85.00 2022 Community Development Florida Rate Schedule Professionals include Economists, Planners, Designers, Landscape Architects, and Engineers. Any changes in hourly rates to reflect increases in cost of living, taxes, benefits, etc. will take effect on January 1, 2023. Rates in the below table are "loaded" hourly rates and include all overhead, costs, and benefits per hourly unit rate. © 2021 GAI Consultants Page 1 of 1 Page 30 of 307