HomeMy WebLinkAboutNational Sign Plazas, Inc. - Wayfinding Program Consultant Agreement - 2014 T
AGREEMENT FOR
WAYFINDING PROGRAM CONSULTING SERVICES
THIS AGREEMENT is made and entered into this day of 2014,by and between the
CITY OF WINTER SPRINGS,FLORIDA,a Florida Municipal Corporation,hereinafter referred
to as "City", located at 1126 E. State Road 434, Winter Springs,Florida 32708,and National Sign
Plazas,Inc.,a Colorado Corporation,authorized to conduct business in the State of Florida,whose
address is 16411 North 90th Street, #107, Scottsdale, AZ 85260, hereinafter referred to as
"Consultant".
WITNESSETH:
WHEREAS, City has a need to obtain consulting services for development and
implementation of a Wayfinding Signage Program; and
WHEREAS, Consultant participated in the selection and negotiation process; and
WHEREAS,Consultant is willing to provide such development and implementation services
for a Wayfinding Signage Program to the City under the terms and conditions stated herein.
NOW,THEREFORE,for good and valuable consideration,the receipt and sufficiency of
which is hereby acknowledged, the parties covenant and agree as follows:
1.0 TERM AND DEFINITIONS
1.1 This Agreement shall become effective on the Effective Date and shall remain in
effect until the Consultant completes the services required by this Agreement to the full and
complete satisfaction of the City.
1.2 Definitions. The following words and phrases used in this Agreement shall have the
following meaning ascribed to them unless the context clearly indicates otherwise:
a. "Agreement" or "Contract" shall be used interchangeably and shall refer to this
Agreement,as amended from time to time,which shall constitute authorization for the Consultant to
provide development and implementation services for a Wayfinding Signage Program as set forth
herein.
b. "Effective Date" shall be the date on which the last signatory hereto shall execute this
Agreement, and it shall be the date on which this Agreement shall go into effect. The Agreement
shall not go into effect until said date.
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c. "Consultant" shall mean National Sign Plazas (NSP), Inc., and its principals,
employees, resident project representatives (and assistants).
d. "Public Record" shall have the meaning given in Section 119.011(1), Florida
Statutes.
e. "Reimbursable Expenses" shall mean the actual expenses incurred by Consultant or
Consultant's independent professional associates and consultants which are have been previously
approved by the City in writing. Consultant shall obtain written approval from the City prior to
incurring or billing of any additional expenses.
f. "Work" or "Services" shall be used interchangeably and shall include the
performance of the work agreed to by the parties pursuant to this Agreement.
1.3 Engagement. The City hereby engages the Consultant and Consultant agrees to
perform the Services outlined in this agreement for the stated fee arrangement. No prior or present
representations shall be binding upon any of the parties hereto unless incorporated in this
Agreement.
2.0 DESCRIPTION OF SERVICES
2.1 The specific provisions,scope of services,and programmatic information under this
Agreement are set forth in EXHIBITS "A", "B",AND "C".
2.2 Upon receipt of the signed written notice to proceed from the City, the Consultant
shall perform the services set forth herein.
2.3 The City reserves the right, at its discretion, to perform any services related to this
Agreement or to retain the services of other Consultant(s) to provide professional Consulting
Services.
3.0 CHANGES IN THE SCOPE OF WORK
3.1 City may make changes in the Services at any time by giving written notice to
Consultant. If such changes increase (additional services) or decrease or eliminate any amount of
Work, City and Consultant will negotiate any change in total cost or schedule modifications. If the
City and the Consultant approve any change, the scope of services will be modified in writing to
reflect the changes; and Consultant shall be compensated for said services in accordance with the
terms of Article 5.0 herein. All change orders shall be authorized in writing by City's and
Consultant's designated representative.
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3.2 All Services shall be performed in strict accordance with the applicable professional
standard of care and the terms of this Agreement insofar as they are applicable.
4.0 SCHEDULE
4.1 Consultant shall perform services in conformance with the mutually agreed schedule
set forth in EXHIBITS "A", "B" and "C" or as provided in writing after the Effective Date.
Consultant shall keep City apprised of the status of work on at least a monthly basis or as otherwise
reasonably requested by the City. Should Consultant fall behind the agreed upon schedule,it shall
employ such resources so as to comply with the agreed-upon schedule.
4.2 No extension for completion of services shall be granted to Consultant without City's
prior written consent, except as provided in Sections 3.1 and 19.1 herein.
4.3 Any cost caused by defective or ill-timed services shall be borne by the party
responsible therefore.
5.0 METHODS OF PAYMENT FOR SERVICES AND EXPENSES OF
CONSULTANT
5.1 Compensation. For the performance and full completion of the Services specified
herein,the City and Consultant agree that the Consultant shall be paid a lump sum total of$22,500
(Twenty-Two Thousand and Five Hundred Dollars), inclusive of all Services, materials, and
expenses directly related to the Services. There shall be no other compensation due Consultant for
the Services provided under this Agreement, unless specifically agreed to by the City in writing.
The lump sum shall be paid in installments based on the Payment Schedule ("Design Phase") in
attached EXHIBIT "D". Payment requests shall be made to the City by submitting a proper
invoice detailing the Services performed and the payment requested. Payment will not be made for
tasks not performed or for portions of any tasks not performed.
5.2 Florida Prompt Payment Act. Payment shall be due and payable as provided by the
Florida Prompt Payment Act s.218.70 et. seq., Florida Statutes.
5.3 Miscellaneous. Under no circumstances shall actual or direct costs under this
Agreement include costs associated with inefficiency, offsite or home office overhead, loss of
productivity, consequential damages, legal or consulting costs, or costs associated with delays
caused in whole or in part by the Consultant.
5.4 Errors and Deficiencies. Consultant shall not invoice the City or seek any
compensation from the City to correct or revise any errors or deficiencies in Consultant's services
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provided under this Agreement.
5.5 Payment Offsets. To the extent that Consultant owes the City any money under this
or any other Agreement with the City, the City shall have the right to withhold payment and
otherwise back charge the Consultant for any money owed to the City by Consultant.
5.6 Payment not Waiver. The City's payment of any invoice under this Agreement
shall not be construed or operate as a waiver of any rights under this Agreement or any cause of
action arising out of the performance of this Agreement and Consultant shall remain liable to the
City in accordance with applicable law for all damages to the City caused by Consultant's
performance of any services provided under this Agreement.
5.7 Delay Remedy. The risk of any monetary damages caused by any delays in
performing the Services under this Agreement are accepted and assumed entirely by the Consultant,
and in no event shall any claim relating thereto for an increase in compensation be made or
recognized. Consultant shall not make any claim nor seek any damages of any kind against the City
for any delays, impacts, disruption or interruption caused by any delay. Consultant's remedy for a
delay shall be an equitable extension of time to perform the Services for each day of such delay that
impacts the critical path of the schedule established under this Agreement.
6.0 RIGHT TO INSPECTION
6.1 City or its affiliates shall at all times have the right to review or observe the Services
performed by Consultant.
6.2 No inspection, review, or observation shall relieve Consultant of its responsibility
under this Agreement.
7.0 PROGRESS MEETING
7.1 City's designated Project Manager may hold periodic progress meetings on a monthly
basis, or more frequently if required by the City, during the term of this Agreement. Consultant's
Project Manager and all other appropriate personnel shall attend such meetings as designated by
City's Project Manager.
8.0 SAFETY
8.1 Consultant shall be solely and absolutely responsible and assume all liability for the
safety and supervision of its principals,employees,resident project representatives(and assistants)
while performing Services provided hereunder.
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9.0 REASONABLE ACCESS
9.1 During the term of this Agreement,City shall grant Consultant reasonable access to
the City's premises,records,and files for purposes of fulfilling its obligations under this Agreement.
10.0 INSURANCE
10.1 Liability Amounts. During the term of this Agreement, Consultant shall be
responsible for providing the types of insurance and limits of liability as set forth below.
a. Professional Liability. Proof of professional liability insurance shall be provided to
the City for the minimum amount of $1,000,000 as the combined single limit per claim and
$1,000,000 in the aggregate.
b. The Consultant shall maintain comprehensive general liability insurance in the
minimum amount of $1,000,000 as the combined single limit for each occurrence and in the
aggregate to protect the Consultant from claims of property damages and personal injury which may
arise from any Services performed under this Agreement whether such Services are performed by
the Consultant or by anyone directly employed by or contracting with the Consultant.
c. The Consultant shall maintain comprehensive automobile liability insurance in the
minimum amount of$1,000,000 combined single limit bodily injury and minimum$50,000 property
damage as the combined single limit for each occurrence to protect the Consultant from claims for
damages for bodily injury,including wrongful death,as well as from claims from property damage,
which may arise from the ownership, use, or maintenance of owned and non-owned automobiles,
including rented automobiles whether such operations be by the Consultant or by anyone directly or
indirectly employed by the Consultant.
d. The Consultant shall maintain,during the life of this Agreement,adequate Workers'
Compensation Insurance and Employers'Liability Insurance in at least such amounts as are required
by law for all of its employees performing Work for the City pursuant to this Agreement.
10.2 Special Requirements. Current,valid insurance policies meeting the requirements
herein identified shall be maintained during the term of this Agreement. Renewal certificates shall
be sent to the City thirty(30)days prior to any expiration date. There shall also be a thirty(30)day
advance written notification to the City in the event of cancellation or modification of any stipulated
insurance coverage. The City shall be an additional named insured on stipulated insurance
policies included in article 10.1.b and 10.1.c herein,as its interest may appear,from time to time.
10.3 The insurance required by this Agreement shall include the liability and coverage
provided herein,or as required by law,whichever requirements afford greater coverage. All of the
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policies of insurance so required to be purchased and maintained shall contain a provision or
endorsement that the coverage afforded will not be canceled,materially changed or renewal refused
until at least thirty(30) days'prior written notice has been given to the City, and the Consultant by
certified mail,return receipt requested. All such insurance shall remain in effect until final payment.
In the event that the Consultant shall fail to comply with the foregoing requirement, the City is
authorized,but in no event shall be obligated,to purchase such insurance,and the City may bill the
Consultant. The Consultant shall immediately forward funds to the City in full payment for said
insurance. It is expressly agreed that neither the provision of the insurance referred to in this
Agreement nor the City's acceptance of the terms, conditions or amounts of any insurance policy
shall be deemed a warranty or representation as to adequacy of such coverage. All insurance
coverage shall be with insurer(s)rated as A+by Best's Rating Guide(or equivalent rating and rating
service as reasonably determined by the City Manager) and licensed or approved by the State of
Florida to engage in the business of writing of insurance. Unless agreed to by the City to the
contrary, the City shall be named on the insurance policies included in article 10.1.b and 10.1.c as
"additional insured." The Consultant shall cause its insurance carriers,prior to the effective date of
this agreement to furnish insurance certificates specifying the types and amounts of coverage in
effect pursuant hereto,the expiration dates of such policies,and a statement that no insurance under
such policies will be canceled without thirty(30)days'prior written notice to the City in compliance
with other provisions of this Agreement. Further copies of all relevant policies will be provided to
the City within thirty(30)days of the effective date of this agreement. If the City has any objection
to the coverage afforded by or other provision of the insurance required to be purchased and
maintained by the Consultant in accordance with this Article on the basis of its not complying with
the Agreement,the City shall notify the Consultant in writing thereof within thirty(30)days of the
date of delivery of such certificates to the City.For all Work performed pursuant to this Agreement,
the Consultant shall continuously maintain such insurance in the amounts, type, and quality as
required by the Agreement.
10.4 Independent Associates and Consultants. All independent associates and
consultants employed by Consultant to perform any Services hereunder shall fully comply with the
insurance provisions contained in this paragraph.
10.5 The City shall require its construction contractors(a)to defend,indemnify and hold
harmless the City and the Consultant, their officers (including its City Attorneys) and employees,
from liabilities,damages,losses,and costs,including,but not limited to,reasonable attorney's fees,
arising out of any third party personal injury during the construction phase of any construction
contract, and (b) to provide insurance acceptable to the City as security for the risk of third party
personal injury.
11.0 COMPLIANCE WITH LAWS AND REGULATIONS
11.1 Consultant shall comply with all requirements of federal,state,and local laws,rules,
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regulations, standards, and/or ordinances applicable to the performance of Services under this
Agreement as is consistent with the applicable professional standard of care.
11.2 Consultant shall utilize the U.S. Department of Homeland Security's E-Verify
system, in accordance with the terms governing use of the system, to confirm the employment
eligibility of: 1) all persons employed by the Consultant during the term of the Agreement to
perform employment duties within Florida;and 2)all persons,including subcontractors,assigned by
the Consultant to perform work under this Agreement.
11.3 The City understands and agrees that the requirements of the Americans with
Disabilities Act ("ADA") are subject to various, potentially contradictory interpretations and
applications. NSP will use its reasonable professional efforts and judgment to interpret applicable
ADA requirements and other federal, state and local laws,rules,codes,ordinances and regulations
as they apply to the project. NSP cannot and does not warrant or guarantee that Client's project will
comply with all ADA requirements or ADA interpretations
12.0 REPRESENTATIONS
12.1 Consultant represents that the Services provided hereunder shall conform to all
requirements of this Agreement,shall be consistent with recognized and sound consulting practices
and procedures; and shall conform to the customary standards of care, skill, and diligence
appropriate to the nature of the Services rendered. Consultant shall perform as expeditiously as is
consistent with professional skill and care and the orderly progress of the Services performed
hereunder. Consultant's services shall be consistent with the time periods established under this
Agreement. Consultant shall provide City with a written schedule for services performed and such
schedule shall provide for ample time for the City to review, for the performance of consultants(if
any), and for the approval of submissions by authorities having jurisdiction over the services. The
Consultant's designated representative shall have the authority to act on Consultant's behalf with
respect to the Services. In addition, Consultant's representative shall render decisions in a timely
manner in order to avoid unreasonable delay in the orderly and sequential progress of the Services.
Except with the City's knowledge and consent, the Consultant shall not engage in any activity, or
accept any employment, interest or contribution that would reasonably appear to compromise the
Consultant's professional judgment with respect to the Services. The Consultant shall review laws,
codes, and regulations applicable to Consultant's Services. The Consultant's services and design
shall comply with all applicable requirements imposed by all public authorities. The Consultant
represents and warrants that it is familiar with, and accepts that it will perform the Services
hereunder in a manner that complies with all applicable requirements of law,codes,and regulations.
Consultant shall be responsible for the professional quality,technical accuracy and the coordination
of all plans, studies,reports and other services furnished to the City under this Agreement. Unless
this Agreement is terminated by the City,or terminated by Consultant for nonpayment of any proper
invoices, or the City exercises its rights to perform the Services pursuant to under Paragraph 2.2
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herein, Consultant shall be responsible for the satisfactory and complete execution of the Services
described in this Agreement. The Consultant represents that it will carefully examine the scope of
services required by the City and that it will investigate the essential requirements of the services
required, and that it will have sufficient personnel, equipment, and material at its disposal top
complete the services set forth in the Agreement in a good professional and workmanlike manner in
conformance with the requirements of this Agreement.
12.2 Consultant represents that all principals,employees,and other personnel furnishing
such Services shall be qualified and competent to perform the Services assigned to them and that
such guidance given by and the recommendations and performance of such personnel shall reflect
their professional knowledge and judgment.
13.0 GUARANTEE AGAINST INFRINGEMENT
13.1 Consultant guarantees that all Services performed under this Agreement shall be free
from claims of patent,copyright,and trademarks infringement. Notwithstanding any other provision
of this Agreement, Consultant shall indemnify and hold harmless the City, its officers, directors,
employees, and authorized agents assigns, from and against liability, including expenses, legal or
otherwise, for actual or alleged infringement of any patent,copyright, or trademark resulting from
the use of any goods, Services, or other item provided under this Agreement. Notwithstanding the
foregoing, Consultant may elect to provide non-infringing services. However,the foregoing shall
not be applicable to any suit,claim or proceeding based on the infringement or violation of a patent
or copyright (i) relating solely to a particular process or product of a particular manufacturer
specified by the City and not offered or recommended by Consultant to the City;or(ii)arising from
modifications to the Project by the City or City's other contractors.
14.0 DOCUMENTS
14.1 Public Records. It is hereby specifically agreed that any record, document,
computerized information and program, audio or video tape, photograph, or other writing of the
Consultant and its independent contractors and associates related, directly or indirectly, to this
Agreement, shall be deemed to be a Public Record whether in the possession or control of the City
or the Consultant. Said record, document, computerized information and program, audio or video
tape, photograph, or other writing of the Consultant is subject to the provisions of Chapter 119,
Florida Statutes, and may not be destroyed without the specific written approval of the City
Manager. Upon request by the City, the Consultant shall promptly supply copies of said public
records to the City. All books,cards,registers,receipts,documents,and other papers in connection
with this Agreement shall at any and all reasonable times during the normal working hours of the
Consultant be open and freely exhibited to the City for the purpose of examination and/or audit.
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a. Reuse of Documents. All documents, including but not limited to, drawings,
specifications,and data,or programs stored electronically or otherwise,prepared by the Consultant
and its independent contractors and associates pursuant to this Agreement or related exclusively to
the Services described herein shall be owned by the City and may be reused by the City for any
reason or purpose at anytime. However, the City agrees that the aforesaid documents are not
intended or represented to be suitable for reuse by the City or others on any undertaking other than
the Work outlined in this Agreement. Any reuse for an undertaking other than for the Work without
verification or adaptation by the Consultant, or its independent contractors and associates if
necessary,to specific purposes intended will be at the City's sole risk and without liability or legal
exposure to the Consultant.
b. Ownership of Documents. The City and the Consultant agree that upon payment of
fees due to the Consultant by the City for a particular design, report, inventory list, compilation,
drawing, specification, model, recommendation, schedule or otherwise, said design, report,
inventory list,compilation,drawing,specification,technical data,recommendation,model,schedule
and other instrument produced by the Consultant in the performance of this Agreement,or any Work
hereunder, shall be the sole property of the City, and the City is vested with all rights therein. The
Consultant waives all rights of copyright in said design,report,inventory list,compilation,drawing,
specification,technical data, recommendation,model, schedule and other instrument produced by
the Consultant in the performance of this Agreement, and hereby assigns and conveys the same to
the City whether in the possession or control of the Consultant or not.
15.0 ASSIGNMENT
15.1 Consultant shall not assign or subcontract this Agreement, or any rights or any
monies due or to become due hereunder without the prior, written consent of City.
15.2 If upon receiving written approval from City, any part of this Agreement is
subcontracted by Consultant, Consultant shall be fully responsible to City for all acts and/or
omissions performed by the subcontractor as if no subcontract had been made.
15.3 If City determines that any subcontractor is not performing in accordance with this
Agreement,City shall so notify Consultant who shall take immediate steps to remedy the situation.
15.4 If any part of this Agreement is subcontracted by Consultant, prior to the
commencement of any Work by the subcontractor, Consultant shall require the subcontractor to
provide City and its affiliates with insurance coverage as set forth by the City.
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16.0 INDEPENDENT CONTRACTOR
16.1 At all times during the term of this Agreement, Consultant shall be considered an
independent contractor and not an employee of the City.
17.0 DEFAULT BY CONSULTANT AND CITY'S REMEDIES
17.1 The City reserves the right to revoke and terminate this Agreement and rescind all
rights and privileges associated with this Agreement, without penalty, in the following
circumstances, each of which shall represent a default and breach of this Agreement:
17.2 Consultant defaults in the performance of any material covenant or condition of this
Agreement and does not cure such other default within thirty(30)calendar days after written notice
from the City specifying the default complained of,unless,however,the nature of the default is such
that it cannot,in the exercise of reasonable diligence,be remedied within thirty(30)calendar days,
in which case the Consultant shall have such time as is reasonably necessary to remedy the default,
provided the Consultant promptly takes and diligently pursues such actions as are necessary
therefor; or
17.3 Consultant is adjudicated bankrupt or makes any assignment for the benefit of
creditors or Consultant becomes insolvent, or is unable or unwilling to pay its debts; or
17.4 Consultant has acted grossly negligent,as defined by general and applicable law,in
performing the Services hereunder; or
17.5 Consultant has committed any act of fraud upon the City; or
17.6 Consultant has made a material misrepresentation of fact to the City while performing
its obligations under this Agreement.
17.7 Consultant has assigned this Agreement without the City's prior written consent.
17.8 Notwithstanding the aforementioned,in the event of a default by Consultant,the City
shall have the right to exercise any other remedy the City may have by operation of law, without
limitation, and without any further demand or notice.
18.0 TERMINATION
18.1 Either party may terminate this Agreement for convenience with no penalty at any
time upon thirty (30) days advance written notice. The City may also, upon written notice to
Consultant, terminate this Agreement, without penalty, if: (a) Consultant is in default pursuant to
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paragraph 17.0 Default; (b) Consultant makes a general assignment for the benefit of its creditors;
(c)Consultant fails to comply with any condition or provision of this Agreement;or(d)Consultant
is experiencing a labor dispute which threatens to have a substantial, adverse impact upon
performance of this Agreement without prejudice to any other right or remedy City may have under
this Agreement. In the event of such termination, City shall be liable only for the payment of all
unpaid charges,determined in accordance with the provisions of this Agreement,for Work properly
performed through and including the effective date of termination.
19.0 FORCE MAJEURE
19.1 Any delay or failure of either party in the performance of its required obligations
hereunder shall be excused if and to the extent caused by acts of God; fire; flood; windstorm;
explosion; riot; war; sabotage; strikes; extraordinary breakdown of or damage to City's affiliates'
generating plants,their equipment,or facilities;court injunction or order;federal and/or state law or
regulation;order by any regulatory agency;or cause or causes beyond the reasonable control of the
party affected;provided that prompt notice of such delay is given by such party to the other and each
of the parties hereunto shall be diligent in attempting to remove such cause or causes. If any
circumstance of Force Majeure remains in effect for sixty days, either party may terminate this
Agreement.
20.0 GOVERNING LAW& VENUE
20.1 This Agreement is made and shall be interpreted,construed,governed,and enforced
in accordance with the laws of the State of Florida. Venue for any state action or litigation shall be
Seminole County, Florida. Venue for any federal action or litigation shall be Orlando, Florida.
21.0 HEADINGS
21.1 Paragraph headings are for the convenience of the parties only and are not to be
construed as part of this Agreement.
22.0 SEVERABILITY
22.1 In the event any portion or part of thereof this Agreement is deemed invalid,against
public policy, void, or otherwise unenforceable by a court of law, the parties shall negotiate an
equitable adjustment in the affected provision of this Agreement. The validity and enforceability of
the remaining parts of this Agreement shall otherwise by fully enforceable.
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23.0 WAIVER AND ELECTION OF REMEDIES
23.1 Waiver by either party of any terms, or provision of this Agreement shall not be
considered a waiver of that term, condition, or provision in the future.
23.2 No waiver,consent,or modification of any of the provisions of this Agreement shall
be binding unless in writing and signed by a duly authorized representative of each party hereto.
24.0 THIRD PARTY RIGHTS
24.1 Nothing in this Agreement shall be construed to give any rights or benefits to anyone
other than City and Consultant.
25.0 PROHIBITION AGAINST CONTINGENT FEES
25.1 Consultant warrants that it has not employed or retained any company or person,
other than a bona fide employee working solely for the Consultant, to solicit or secure this
Agreement, and that it has not paid or agreed to pay any person,company,corporation,individual,
or firm, other than a bona fide employee working solely for the Consultant, any fee, commission,
percentage, gift, or other consideration contingent upon or resulting from the award or making of
this Agreement.
26.0 ENTIRE AGREEMENT
26.1 This Agreement, including any Schedules, Attachments, Appendix's and Exhibits
attached hereto, constitute the entire agreement between City and Consultant with respect to the
Services specified and all previous representations relative thereto,either written or oral,are hereby
annulled and superseded.
27.0 NO JOINT VENTURE
27.1 Nothing herein shall be deemed to create a joint venture or principal-agent
relationship between the parties,and neither party is authorized to,nor shall either party act toward
third persons or the public in any manner which would indicate any such relationship with the other.
28.0 ATTORNEY'S FEES
28.1 Should either party bring an action to enforce any of the terms of this Agreement,the
prevailing party shall be entitled to recover from the non-prevailing party the costs and expenses of
such action including,but not limited to,reasonable attorneys'fees,whether at settlement,trial or on
appeal.
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29.0 COUNTERPARTS
29.1 This Agreement may be executed in any number of counterparts,each of which when
so executed and delivered shall be considered an original agreement; but such counterparts shall
together constitute but one and the same instrument.
30.0 DRAFTING
30.1 City and Consultant each represent that they have both shared equally in drafting this
Agreement and no party shall be favored or disfavored regarding the interpretation of this
Agreement in the event of a dispute between the parties.
31.0 NOTICE
31.1 Any notices required to be given by the terms of this Agreement shall be delivered by
hand or mailed, postage prepaid to:
For Consultant:
National Sign Plazas, Inc.
Attn: Grant Hayzlett
16411 North 90th Street#107
Scottsdale, AZ 85260
(480) 968-2978
For City:
City of Winter Springs/Development Services
Attn: Steven T. Richart
1126 East State Road 434
Winter Springs, Florida 32708
(407) 327-5976
31.2 Either party may change the notice address by providing the other party written
notice of the change.
32.0 SOVEREIGN IMMUNITY
32.1 Notwithstanding any other provision set forth in this Agreement,nothing contained in
this Agreement shall be construed as a waiver of the City's right to sovereign immunity under
section 768.28,Florida Statutes,or other limitations imposed on the City's potential liability under
state or federal law. As such,the City shall not be liable under this Agreement for punitive damages
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or interest for the period before judgment. Further, the City shall not be liable for any claim or
judgment, or portion thereof, to any one person for more than two hundred thousand dollars
($200,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other
claims or judgments paid by the State or its agencies and subdivisions arising out of the same
incident or occurrence, exceeds the sum of three hundred thousand dollars ($300,000.00). This
paragraph shall survive termination of this Agreement.
33.0 CORPORATE REPRESENTATIONS BY CONSULTANT
33.1 Consultant hereby represents and warrants to the City the following:
a. Consultant is duly registered and licensed to do business in the State of Florida and is
in good standing under the laws of Florida, and is duly qualified and authorized to carry on the
functions and operations set forth in this Agreement.
b. The undersigned representative of Consultant has the power,authority,and legal right
to execute and deliver this Agreement on behalf of Consultant.
34.0 INDEMNIFICATION
34.1 Consultant shall indemnify and hold harmless the City,and its officers(including its
City Attorneys) and employees, from liabilities, damages, losses, and costs, including, but not
limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, or
intentionally wrongful conduct of the Consultant and other persons employed by the Consultant in
the performance of the Agreement.
34.2 Consultant shall also indemnify and hold harmless the City, and its officers
(including its City Attorneys)and employees,from liabilities,damages,losses,and costs,including,
but not limited to,reasonable attorney's fees,to the extent caused by Consultant's breach and caused
by other persons employed by the Consultant in the performance of the Agreement.
34.3 Notwithstanding any other provision of this Agreement,the City agrees: (a)that the
Consultant's liability under this Agreement shall not exceed the Consultant's fee, (b)that the City
covenants not to sue the Consultant in connection with any third party personal injury, and(c)that
neither party shall be liable to the other for any incidental, special, indirect or other consequential
damages incurred due to the fault of the other party regardless of the nature of the fault or whether it
was committed by the City or the Consultant,or their employees,sub-consultants,or subcontractors.
Consequential damages include,without limitation,liability for loss of use of the Project or existing
property, loss of profits, loss of production or business interruption; however, the same may be
caused.
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34.3 THE CITY ACKNOWLEDGES AND AGREES THAT
THIS AGREEMENT IS SUBJECT TO SECTION 558.0035,
FLORIDA STATUTES WHICH PROVIDES THAT INDIVIDUAL
DESIGN PROFESSIONALS EMPLOYED BY THE CONSULTANT
OR AN AGENT OF THE CONSULTANT MAY NOT BE
INDIVIDUALLY LIABLE FOR ECONOMIC DAMAGES
RESULTING FROM NEGLIGENCE OCCURRING WITHIN THE
COURSE AND SCOPE OF PROFESSIONAL SERVICES
PERFORMED IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THIS AGREEMENT PROVIDED CERTAIN
STATUTORY CONDITIONS ARE SATISFIED.
The indemnity provisions set forth in Paragraphs 34.1 and 34.2 shall be considered separate
and independent indemnity provisions.
35.0 CONSULTANT'S PERSONNEL AT CONSTRUCTION SITE
35.1 The presence or duties of Consultant's personnel at a construction site, whether as
onsite representatives or otherwise, do not make Consultant or Consultant's personnel in any way
responsible for those duties that belong to City and/or the construction contractors or other entities,
and do not relieve the construction contractors or any other entity of their obligations, duties, and
responsibilities, including, but not limited to, all construction methods, means, techniques,
sequences, and procedures necessary for coordinating and completing all portions of the
construction work in accordance with the applicable construction contract documents and any health
or safety precautions required by such construction work. Consultant and Consultant's personnel
have no authority to exercise any control over any construction contractor or other entity or their
employees in connection with their work or any health or safety precautions and have no duty for
inspecting, noting, observing, correcting, or reporting on health or safety deficiencies of the
construction contractor(s) or other entity or any other persons at the site except Consultant's own
personnel.
35.2 The presence of Consultant's personnel at a construction site is for the purpose of
providing to City a greater degree of confidence that the completed work will conform generally to
the applicable contract documents and that the integrity of the design concept as reflected in the
contract documents has been implemented and preserved by the construction contractor(s).
Consultant neither guarantees the performance of the construction contractor(s) nor assumes
responsibility for construction contractor's failure to perform work in accordance with the contract
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documents. For this Agreement only,construction sites include places of manufacture for materials
incorporated into the construction work, and construction contractors include manufacturers of
materials incorporated into the construction work.
36.0 RECORD DRAWINGS
36.1 Record drawings, if required, will be prepared, in part, on the basis of information
compiled and furnished by others,and may not always represent the exact location,type of various
components, or exact manner in which the project was finally constructed. Consultant is not
responsible for any errors or omissions in the information from others that is incorporated into the
record drawings.
37.0 ADDITIONAL ASSURANCES
37.1 The Consultant for itself and its Subconsultants, if any, certifies that:
a. No principal(which includes officers,directors,or executive)or individual holding a
professional license and performing work under this Agreement is presently debarred, suspended,
proposed for debarment, declared ineligible or voluntarily excluded from participation in any
architecture, landscape architecture, e, or surveying activity by any Federal, State, or local
governmental commission, department, corporation, subdivision, or agency;
b. No principal(which includes officers,directors,or executive)or individual holding a
professional license and performing work under this Agreement,employee,or agent has employed
or otherwise provided compensation to, any employee or officer of the City; and;
c. No principal(which includes officers,directors,or executive)or individual holding a
professional license and performing work under this Agreement, employee, or agent has willfully
offered an employee or officer of the City any pecuniary or other benefit with the intent to influence
the employee or officer's official action or judgment.
d. The undersigned is authorized to execute this Agreement on behalf of the Consultant
and said signature shall bind the Consultant to this Agreement. No further action is required by the
Consultant to enter into this Agreement other than Consultant's undersigned representative
execution of the Agreement.
38.0 CONFLICTS
38.1 In the event of a conflict between any provision of this Agreement and any
attachment or exhibit attached hereto, the provisions of this Agreement shall prevail unless the
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attachment or exhibit expressly provides otherwise by making specific reference to the paragraph
and provision of this Agreement that is being replaced or modified.
39.0 ESTIMATES
39.1 Estimates, opinions of probable construction or implementation costs, financial
evaluations,feasibility studies or economic analyses prepared by Consultant will represent its best
judgment based on its experience and available information. The City recognizes that Consultant
has no control over costs of labor, materials, equipment or services furnished by others or over
market conditions or contractors'methods of determining prices,and that bids and actual costs may
vary from the Consultant's opinions, evaluations or studies.
IN WITNESS WHEREOF,the parties hereto caused this Agreement to be executed by their
duly authorized representatives as of the date first written above.
CITY: CONSULTANT:
CITY OF WINTER SPRINGS *
I ' III,
By: �'' / , By:
Kevin L. Smith, City Manager Print Name/Title: Ca v$- c .04-
ATTEST:
By: \
City 'er i
* THIS AGREEMENT IS ONLY VALID AGAINST THE CITY UPON SIGNATURE BY
THE CITY MANAGER AND THE AGREEMENT TOTAL IS $25,000 OR LESS.
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EXHIBIT "A"
SPECIFIC PROVISIONS
I. PROJECT MANAGER
Consultant shall provide the Services indicated on the attached Exhibit "B", Scope of Services
("Services"). To accomplish that end, Consultant agrees to assign Grant Hayzlett, who will act in the
capacity of Project Manager, and who will personally direct such Services.
Except as may be specified elsewhere in this Agreement, Consultant shall furnish all technical and
professional Services including labor,material,equipment,transportation,supervision and expertise to
perform all operations necessary and required to complete the Services in accordance with the terms of
this Agreement.
II.NOTICE TO PROCEED/COMPLETION OF SERVICE
A.NOTICE TO PROCEED
Consultant shall commence the Services upon delivery to Consultant of a written"Notice to Proceed",
which Notice to Proceed shall be in the form of a written communication from designated Client contact
person(s).Notice to Proceed may be in the form of e-mail,fax or letter authorizing commencement of the
Services.For purposes of this Agreement,Pat Fuller,National Operations Manager shall additionally be
designated as Client contact person(s).Notice to Proceed shall be deemed to have been delivered upon
actual receipt by Consultant or if otherwise delivered as provided in the Section V.H.("Notices")of this
Exhibit"A".
B. COMPLETION OF SERVICES
When Client determines that Consultant has completed all of the Services in accordance with the terms of
this Agreement,Client shall give Consultant written Notice of Final Acceptance.Consultant may request
this determination of completion when,in its opinion,it has completed all of the Services as required by
the terms of this Agreement and, if so requested, Client shall make this determination within two (2)
weeks of such request,or if Client determines that Consultant has not completed all of such Services as
required by this Agreement, Client shall so inform Consultant within this two (2)week period.
III. PROGRESS SCHEDULE
The extent of the work of Consultant included within the Fixed Price will be as set forth in the attached
Exhibit"C" or created as an Amendment after execution.
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IV. PAYMENT OF FEES AND DIRECT EXPENSES
Payments shall be made to Consultant as provided for in Article 4 of this Agreement.
Direct expenses are charges and fees not included in Exhibit"B".Client shall be obligated to pay only
for those direct expenses which have been previously approved in writing by Client. Consultant shall
obtain written approval from Client prior to incurring or billing of direct expenses.
Copies of pertinent financial records, including invoices, will be included with the submission of
billing(s) for all direct expenses.
V. OTHER PROVISIONS
A. STANDARD OF WORKMANSHIP
Consultant represents and warrants that it has the qualifications,skills and licenses necessary to perform
the Services,and its duties and obligations,expressed and implied,contained herein,and Client expressly
relies upon Consultant's representations and warranties regarding its skills,qualifications and licenses.
Consultant shall perform such Services and duties in conformance to and consistent with the standards
generally recognized as being employed by professionals in the same discipline as Consultant.
Any plans,designs,specifications,estimates,calculations,reports and other documents furnished under
this Agreement shall be of a quality reasonably acceptable to Client. The minimum standard of
appearance, organization and content of the drawings shall be that used by Client for similar purposes.
B. RESPONSIBILITY OF CONSULTANT
Consultant shall be responsible for the professional quality,technical accuracy,and the coordination of
the Services furnished by it under this Agreement.Consultant shall not be responsible for the accuracy of
any project or technical information provided by the Client.The Client's review,acceptance or payment
for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or
of any cause of action arising out of the performance of this Agreement, and Consultant shall be and
remain liable to Client in accordance with applicable law for all damages to Client caused by Consultant's
negligent performance of any of the Services furnished under this Agreement.
C. RIGHT OF CLIENT TO INSPECT RECORDS OF CONSULTANT
Client,through its authorized employees, representatives or agents, shall have the right, at any and all
reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers,
canceled checks,time cards,etc.)of Consultant for the purpose of verifying any and all charges made by
Consultant in connection with this Agreement. Consultant shall maintain for a minimum period of one
(1) year (from the date of final payment to Consultant), or for any longer period required by law,
sufficient books and records in accordance with standard accounting practices to establish the correctness
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of all charges submitted to Client by Consultant, all of which shall be made available to Client at the
Client's offices within five (5)business days after Client's request.
D.NO PLEDGING OF CLIENT'S CREDIT.
Under no circumstances shall Consultant have the authority or power to pledge the credit of Client or
incur any obligation in the name of Client.
E. OWNERSHIP OF MATERIAL.
Work Product. All drawings, specifications and other documents and electronic data furnished by
Consultant to Client under the Contract Documents("Work Product")are deemed to be"Instruments of
Service" and Client shall retain the ownership and property interests therein, including the copyrights
thereto.
Client's Ownership After Completion. Upon successful completion of the Work Product by Consultant
and complete payment by Client for the same,Consultant and Client agree that ownership of the finished
Work Product shall transfer to Client. Additionally, Consultant shall transfer to Client, in a manner
acceptable to both parties, digital files, hard copies and other instruments necessary for the use and
reconstruction of the Work Product. Consultant shall retain license to use the Work Product in
connection with Client's ownership, use, and occupancy of the land and the improvements comprising
the project contemplated by the Services following the completion of the project,conditioned on Client's
express understanding that such use of the Work Product is,except to the extent Consultant is involved in
such use,at Client's sole risk and without liability or legal exposure to Consultant or anyone working by
or through Consultant, including design consultants of any tier. In its understood and agreed in this
respect that the Client may use the Work Product(including without limitation Work Product prepared
by Consultant,or Consultant's subcontracted architects and consultants),for construction,reconstruction,
or renovations of and additions to said buildings and improvements and the Client may permit qualified
professionals to reproduce all or portions of the Work Product (including the design embodied in that
Work Product) for incorporating into renovations of or additions to the property if those professionals
assume all responsibility for the resulting instruments of service and all references to the Consultant and
the Consultant's consultants are removed from the resulting instruments of service.
F.NO THIRD PARTY BENEFICIARY.
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or
parties, and no third party or parties shall have any claim or right of action hereunder for any cause
whatsoever.
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EXHIBIT "B"
SCOPE OF SERVICES
The following categories have been presented as an overview of the actions that will be performed by
Consultant and governed by this Agreement. The following are presented as guidelines of the general
services to be performed and are not meant to be construed as comprehensive to Consultant's duties
under this Agreement.
Plan Analysis
❑ Detailed investigation of existing body of work and wayfinding plans that may affect the sign
location plan and final design
❑ Inventory and analysis of existing signage,traffic patterns and other factors
❑ Development of summary reports and problem statements that will dictate design of system
features and affect the assembly of FDOT reports.
Design Analysis
❑ Design the wayfinding sign system and the associated elements:Consultant will work with Client
and designated Client staff to completely develop existing wayfinding sign designs in order to
meet the needs of the Client.The aforementioned sign system will include signage(directional,
identity, entry, functional, etc.) and/or other elements suited to Client's need and based on the
existing body of work.
❑ Development of thematic drawings of concepts and construction documentation that will govern
the fabrication and installation of all sign types.
❑ Design of associated features such as logos,fonts,color schemes and other artwork developed in
support of the existing wayfinding designs.
❑ As part of the design/plan services Consultant shall prepare construction documents which are
signed and sealed by a licensed engineer for each element of the wayfinding system.
Planning Objectives
❑ Development of the project Mission Statement and narrative of the system
❑ Plan the strategic placement of each element:Consultant shall prepare all necessary information
(site plans,mapping,right-of-way analysis,etc.)and present them as part of a final submission to
FDOT.
❑ Develop message schedules for each program element
❑ Present all of the final program elements including, but not limited to, construction standards,
mapping,placement,construction documents and design in a"manual"that will summarize the
Client's wayfinding sign system. Said manual will also be organized as a submittal for FDOT
approval of the civic wayfinding system.
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. ..
Consultation
❑ Meet with interested parties: From time to time Consultant will need to meet with Client staff,
chambers of commerce, local business representatives, FDOT personnel or the like in order to
identify and meet the needs of those entities affected by the wayfinding sign system.Consultant
shall coordinate and prepare necessary information for these meetings and host them in a manner
that is not prohibitive to the efficient development of the Client's wayfinding program.
❑ Present various reports to Client staff(problem statements, landscape elements,traffic control,
etc.)
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EXHIBIT "C"
Developing Your Wayfinding Program - Programmatic Information
I. PROJECT SCHEDULE
Consultant hereby agrees that the work outlined in this Agreement and the attached Exhibits shall be
completed, inspected and accepted not later than . Consultant agrees to submit a
request for inspection prior to and Client agrees to respond to Consultant regarding
said request within ten(10) business days.
A. FINAL ACCEPTANCE
Client and Consultant shall schedule a final inspection of the documents and actions associated with the
completion of the first phase of the wayfinding project.In the event that the parties agree that the project
has been completed and meets the requirements of this Agreement,Client shall process Exhibit"E"and
the final payment outlined in Exhibit"D".In the event that Client is not satisfied with the completeness
of the wayfinding project or Consultant has failed to meet the requirements of this Agreement at the time
of final inspection then Client shall inform Consultant of the items that are not in compliance with this
Agreement, subject to terms outlined in Exhibit"D".
B. TIME TO CURE
In the event that Consultant fails to meet the requirements of the Project Schedule Client shall notify
Consultant that they are in breach of the Agreement and provide them two(2)weeks to cure said breach.
Client and Consultant agree that Consultant will not be held liable for delays due to weather.Consultant
shall document in writing with appropriate evidence all days delayed due to weather. , Client and
Consultant will only be held liable for breach of the duties and obligations hereunder to the extent such
duties and obligations are within the control of the party required to perform such work.
II. ADDITIONAL PURCHASE/PHASES
Through the development of this Agreement Client and Consultant have addressed the possible
development of future phases and/or purchases targeted at expanding the scope and influence of the
wayfinding program within the Client area.While said phases have not yet been determined Client agrees
that Consultant shall retain the rights to future phases and developments within this wayfinding program
for so long as this Agreement is in full force and effect.In the event that Consultant decides not to pursue
future phases within the wayfinding program the Client shall be under no further obligation to utilize
Consultant for sign replacement, repair, maintenance or the like.
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a .
III. FIXED PRICING
Consultant and Client agree that in order for Consultant to deliver the services outlined in this Agreement
Consultant may need to provide additional services.Included in the purchase of this wayfinding program
Consultant agrees to provide to Client supporting documentation for the appropriate development of the
wayfinding program.Items shall include,but not be limited to site plans,maps,construction documents,
shop drawings,message schedules and product samples. Client and Consultant further agree that needs
may arise for the development of items that are necessary, but not covered within the scope of this
Agreement. Items not covered by this Agreement shall include, but not be limited to design of new
program elements,engineering of existing or new designs and landscape design. Client and Consultant
agree that pricing shall be determined and approved prior to Consultant engaging in activities not covered
by this Agreement.
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EXHIBIT "D"
PAYMENT SCHEDULE - DESIGN PHASE
Payment Date Payment Amount
Initial payment-30 Days after Effective Date $11,250.00
Progress Payment — Submission of complete $5,625.00
proposal to local FDOT engineer/office
Final Payment— $5,625.00
Summarized by the successful approval of the final
program elements as summarized through FDOT
endorsement of Consultant's Design/Planning
proposal
Total: $22,500.00
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• , , 4.
EXHIBIT "E"
NOTICE OF FINAL ACCEPTANCE - DESIGN PHASE
In consideration of this Agreement and the scope of services provided for under this Agreement Client
and Consultant do hereby agree that Consultant has met all of Client's needs pertaining to the
requirements necessary for issuance of the final payment of the project.For the purpose of calculating the
final payment Client shall determine if Consultant's conceptual design and plan meet the needs of the
Client.
CONCLUSION
Client and Consultant do hereby agree that the project,as outlined in this Agreement,has been completed
and that Consultant's design and plan have been approved in a manner that adheres to the Agreement.
Consultant: National Sign Plazas, Inc. Client: City of Winter Springs
By: By:
Name: Grant Hayzlett Name: Steven T. Richart
Title: President Title: Project Manager
Date: / / Date: / /
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Memo
WINTER SPRINGS
ECONOMIC DEVELOPMENT
To: City Clerk's Office
From: Steven T. Richart, Urban Beautification Manager
CC: Kevin Smith, City Manager
Date: 5/13/2014
Re: City Wayfinding Program-Consultant Agreement
Dear City Clerks:
Please find attached three (3)originals of an agreement for the development of a unified
Wayfinding Signage Program for the entire city. This package requires signature of the City
Manager and City Clerk on each original agreement. Once each original has been signed and
executed, please return two (2) originals to me and one (1) original should remain with the
City Clerk's Office for the files.
The agreement with National Sign Plazas (NSP) in the amount of$ 22,500 will result in a
complete Wayfinding Manual/Program for the entire City including engineering plans (FDOT
compliant) to construct signage for all three tiers of wayfinding. Funding in the amount of
$25,000 was approved in FY 2013/14 for the 1st phase of the program. Phases 2, 3 and 4 will
implement new signage in key locations throughout the city.
Proposals were solicited and received as follows:
AECOM—$35,000 NSP—$22,500 Bellomo Herbert—No Response
Thank you very kindly,
419P-
Steven T. Richart
Urban Beautification Manager
City of Winter Springs,FL.
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