HomeMy WebLinkAboutA.B. Design Group, LLC Agreement for Architectural Services - 2021 12 30 AGREEMENT FOR
ARCHITECTURAL SERVICES
THIS AGREEMENT is made and entered into this" `qday of 'j?e tx^r,� SL2021,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 A.B.DESIGN GROUP,LLC,a Florida limited liability company,whose principal address is
1441 N.Ronald Reagan Blvd.,Longwood,FL 32750,hereinafter referred to as "Consultant".
WITNESSETH:
WHEREAS,City has a need to obtain architectural and related consulting services for the
creation of construction documents for the construction of stand-alone restroom facilities in Torcaso
Park as described further in Exhibit A; and
WHEREAS,Consultant is willing to provide such Consulting services 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 the architectural and consulting services 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.
C. "Consultant" shall mean A.B. Design Group, LLC, and its principals, employees,
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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 directly related to travel
and subsistence at the rates,and under the requirements of,Section 112.061,Florida Statutes,or any
other actual and direct expenses the City agrees to reimburse pursuant to this Agreement.
f. "Work"or"Seivices"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 scope of services under this Agreement is set forth in EXHIBIT"A."
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 Consulting companies to provide professional
Consulting services.
2.4 The City shall furnish Consultant available studies,reports and other data pertinent to
Consultant's services;obtain or authorize Consultant to obtain or provide additional reports and data
as required; fiunish to Consultant services of others required for the performance of Consultant's
services hereunder, and Consultant shall be entitled to use and rely upon all such information and
services provided by the City or others in performing Consultant's services under this Agreement.
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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
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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 5.4 herein. All change orders shall be authorized in writing by City's and
Consultant's designated representative.
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 EXHIBIT"A"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.
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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
j 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$2,475.0,
inclusive of all Services, materials, and expenses directly related to the Services and shall include
Consultant's and any Sub-consultant's general costs, overhead and profit. Additionally, said
j amounts cover conventional reimbursable expenses which include routine travel within Seminole
County, photography of existing conditions, reproducing of design documents for design review
submittals,routine common postage and our equipment usage. 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 monthly installments based on a percent complete of
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work complete to date under each task listed in EXHIBIT"A." Payment requests shall be made to
the City by submitting a proper invoice detailing the Services performed and the payment requested.
i_ Payment will not be made for tasks not performed or for portions of any tasks not performed.
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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.
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5.3 Miscellaneous. Under no circumstances shall actual or direct costs under this
Agreement include costs associated with in efficiency, 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
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 sei vices provided under this Agreement.
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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.
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f 5.8 Acceptance of Payment. Acceptance of final payment by the Consultant shall
constitute a release of all claims for payment which the Consultant may have against the City for
i such Services unless such claims are specifically reserved in writing and transmitted to the City by
the Consultant prior to its acceptance. Said final payment shall not,however,be a bar to any claims
that the City may have against the Consultant or to any remedies the City may pursue with respect to
such claims.
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5.9 Payment Adjustments. It is agreed that payment by the City of any billing will not
constitute agreement as to the appropriateness of any item and that at the time of any final audit,all
required adjustments will be made and reflected in a final payment. In the event that such final audit
reveals an overpayment to the Consultant,the Consultant agrees to refund such overpayment to the
City within ninety(90)days of notice of any such overpayment. Such refund shall not constitute a
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waiver by the Consultant for any claims relating to the validity of a finding by the City of
overpayment.
5.10 Partial Payments. Payment made to the Consultant shall not constitute acceptance
of the work or any portion thereof which is not in accordance with this Agreement. The City retains
the right to pay only that percentage of the total contract amount that equals the same percentage that
work completed bears to the total amount of work required to be performed under this Agreement. if
the City objects to all or any portion of any invoice,it shall notify the Consultant of the same within
five (5) days from the date of receipt and shall pay that portion of the invoice not in dispute. The
parties shall immediately make every effort to settle the disputed portion.
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
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j 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.
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.
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10.0 INSURANCE
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10.1 Liability Amounts. During the term of this Agreement, Consultant shall be
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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. General Commercial Liability. 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$2,000,000 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. Automobile Liability. 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
s 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. Worker's Compensation. 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
G 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
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
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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 for the Project (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
1 construction contract, and(b)to provide insurance acceptable to the City as security for the risk of
third party personal injury,provided,however,the Consultant agrees to release and hold haimless the
City and their employees,officers,and city attorneys regarding any claim that Consultant may file,
or should have filed,against said insurance provided by construction contractors. The City does not
represent, guarantee, or warrant that said insurance will cover any claims made by Consultant
whatsoever.
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11.1 COMPLIANCE WITH LAWS AND REGULATIONS
I 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 E-Verifv. Pursuant to section 448.095,Florida Statutes,beginning January 1,2021,
Contractors, which shall include Consultant, shall register with and use the U.S. Department of
Homeland Security's E-Verify system,https://e-verify.uscis�ov/end, to verify the work
authorization status of all employees hired on and after January 1,2021.
a. Subcontractors
1. Consultant shall also require all subcontractors performing work under this
Agreement to use the E-Verify system for any employees they may hire during the term of this
Agreement.
2. Consultant shall obtain from all such subcontractors an affidavit stating the
subcontractor does not employ,contract with,or subcontract with an unauthorized alien,as defined
in section 448.095,Florida Statutes.
3. Consultant shall provide a copy of all subcontractor affidavits to the City
upon receipt and shall maintain a copy for the duration of the Agreement.
b. Consultant must provide evidence of compliance with section 448.095,
Florida Statutes. Evidence shall consist of an affidavit from the Consultant stating all employees
hired on and after January 1,2021 have had their work authorization status verified through the E-
Verify system and a copy of their proof of registration in the E-Verify system.
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C. Failure to comply with this provision is a material breach ofthe Agreement,and shall
6 result in the immediate termination of the Agreement without penalty to the City.Consultant shall be
liable for all costs incurred by the City securing a replacement Agreement,including but not limited
to, any increased costs for the same services, any costs due to delay, and rebidding costs, if
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12.0 REPRESENTATIONS_
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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
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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
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
sei vices 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.
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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.
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14.0 DOCUMENTS
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14.1 Public Records. Pursuant to Section 119.0701,Florida Statutes and other applicable
public records laws, Consultant agrees that any records,documents,transactions,writings,papers,
letters, computerized information and programs, maps, books, audio or video tapes, films,
photographs,data processing software,writings or other material(s),regardless of the physical form,
characteristics,or means of transmission,of Consultant related,directly or indirectly,to the services
provided to the City under this Agreement and made or received pursuant to law or ordinance or in
connection with the transaction of official business by the City,may be deemed to be a public record,
whether in the possession or control of the City or the Consultant. Said records, documents,
transactions,writings,papers,letters,computerized information and programs,maps,books,audio or
video tapes,films,photographs,data processing software,writings or other material(s),regardless of
the physical form, characteristics, or means of transmission of Consultant are subject to the
provisions of Chapter 119,Florida Statutes,and may not be destroyed without the specific written
approval of the City's designated custodian of public records.
IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROTIDE
PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS, THE CITY CLERK, AT (407-327-5955),
cityclerkdepartment@a winterspringsfl.org, City Clerk's Office, 1126 E State Road 434, Winter
` Springs, Florida 32708.
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Consultant is required to and agrees to comply with public records laws. Consultant shall
keep and maintain all public records required by the City to perform the services as agreed to herein.
Consultant shall provide the City,upon request from the City Clerk,copies of the requested records
or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed
the cost provided by law. Consultant shall ensure that public records that are exempt or confidential
and exempt from public records disclosure requirements are not disclosed except as authorized by
law for the duration of the Agreement term. Upon completion of the Agreement,Consultant shall
jtransfer to the City, at no cost, all public records in possession of the Consultant, provided the
4 transfer is requested in writing by the City Clerk. Upon such transfer,Consultant shall destroy any
duplicate public records that are exempt or confidential and exempt from public records disclosure
f requirements.However,if the City Clerk does not request that the public records be transferred,the
j Consultant shall continue to keep and maintain the public records upon completion of the Agreement
and shall meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the City, upon request from the City Clerk, in a format that is
compatible with the information technology systems of the City. Should the City not possess public
records relating to this Agreement which are requested to be inspected or copied by the City or any
other person,the City shall immediately notify Consultant of the request and the Consultant shall
then provide such records to the City or allow the records to be inspected or copied within a
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reasonable time. If the Consultant does not comply with a public records request, the City may
enforce this Section to the extent permitted by law. Consultant acknowledges that if the Consultant
does not provide the public records to the City within a reasonable time, the Consultant may be
subject to penalties under Section 119.10,Florida Statutes. The Consultant acknowledges that if a
civil action is filed against the Consultant to compel production of public records relating to this
Agreement,the court may assess and award against Consultant the reasonable costs of enforcement,
including reasonable attorney fees.All public records in connection with this Agreement shall,at any
and all reasonable times during the normal business hours of the Consultant, be open and freely
exhibited to the City for the purpose of examination,audit,or otherwise. Failure by Consultant to
grant such public access and comply with public records laws and/or requests shall be grounds for
immediate unilateral cancellation of this Agreement by the City upon delivery of a written notice of
cancellation. If the Consultant fails to comply with this Section, and the City must enforce this
Section, or the City suffers a third party award of attorney's fees and/or damages for violating
Chapter 119,Florida Statutes,due to Consultant's failure to comply with this Section,the City shall
collect from Consultant prevailing party attorney's fees and costs,and any damages incurred by the
City,for enforcing this Section against Consultant. And,if applicable,the City shall also be entitled
to reimbursement of all attorneys'fees and damages which the City had to pay a third party because
of the Consultant's failure to comply with this Section. The terms and conditions set forth in this
Section shall survive the termination of this Agreement.
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14.2. 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
4 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
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necessary, to specific purposes intended will be at the City's sole risk and without liability or legal
! exposure to the Consultant.
14.3. 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
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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.
14.4. Preexisting Ownership Rights to Documents. Notwithstanding any provisions to
the contrary contained in this Agreement, Consultant shall retain sole ownership to its preexisting
information not produced and paid for by the City under this Agreement including,but not limited to
computer programs,software, standard details,figures,templates and specifications.
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.
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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.
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
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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:
a. Consultant defaults in the performance of any material covenant or condition of this
I Agreement and does not cure such other default within seven(7) 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 seven(7)calendar days,in
which case the Consultant shall have such time as is reasonably necessary to remedy the default,
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provided the Consultant promptly takes and diligently pursues such actions as are necessary therefor;
or
b. 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
C. Consultant has acted grossly negligent,as defined by general and applicable law,in
performing the Services hereunder; or
d. Consultant has committed any act of fraud upon the City; or
e. Consultant has made a material misrepresentation of fact to the City while performing
its obligations under this Agreement.
£ Consultant has assigned this Agreement without the City's prior written consent.
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i 17.2 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.
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18.0 TERMINATION
18.1 Notwithstanding any other provision of this Agreement,the City may terminate this
1 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 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
j 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 any 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.
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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;
i explosion;riot;war;sabotage;strikes(with the exception of Consultant's labor force);extraordinary
breakdown of or damage to City's affiliates' generating plants,their equipment, or facilities; court
Architectural Services Agreement
1 City of Winter Springs and A.B. Design Group,LLC
13
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.
23.0 WAIVER AND ELECTION OF REMEDIES
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23.1 Waiver by either party of any terms, or provision of this Agreement shall not be
f
E 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
is be binding unless in writing and signed by a duly authorized representative of each party hereto.
i 24.0 THIRD PARTY RIGHTS
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24.1 Nothing in this Agreement shall be construed to give any rights or benefits to anyone
other than City and Consultant. No person or entity not a signatory to this Agreement shall be
entitled to rely on the Consultant's performance of its services hereunder, and no right to assert a
claim against the Consultant by assignment of indemnity rights or otherwise shall accrue to a third
party as a result of this Agreement or the performance of the Consultant's services hereunder.
Architectural Services Agreement
City of Winter Springs and A.B. Design Group, LLC
14
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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
I 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.
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28.0 ATTORNEY'S FEES
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{ 28.1 Should any litigation arise concerning this Agreement between the parties,the parties
agree to bear their own costs and attorney's fees,whether at settlement,trial or on appeal.
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29.0 COUNTERPARTS
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j29.1 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
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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
Architectural Services Agreement
City of Winter Springs and A.B. Design Group,LLC
15
31.1 Any notices required to be given by the terns of this Agreement shall be delivered by
hand or mailed by certified or registered mail and First Class mail,postage prepaid to:
For Consultant:
A.B. Design Group,LLC
Attn:
1441 N. Ronald Reagan Blvd.
Longwood,FL 32750
For Cit
City of Winter Springs
Utilities/Public Works Department
Attention: Utilities/Public Works Director
1126 E. State Road 434
Winter Springs, Florida 32708
(407) 327-5989
31.2 Either party may change the notice address by providing the other party written notice
of the change.
31.3 Any Notice given as provided herein shall be deemed received as follows:if delivered
by personal service, on the date so delivered; if delivered to an overnight courier service, on the
business day immediately following delivery to such service;and if mailed,on the third business day
after mailing.
32.0 SOVEREIGN IMMUNITY
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I 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
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.
Architectural Services Agreement
City of Winter Springs and A.B. Design Group,LLC
16
1
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, ftom 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.
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The Consultant specifically assumes potential liability for actions brought by the Consultant's
own employees against the City and,solely for the purpose of this indemnification and defense,the
Consultant specifically waives its entitlement, if any, to immunity under Section 440.11, Florida
Statutes. This waiver has been specifically and mutually negotiated by the parties.
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.
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fi 34.3 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
1 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
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Architectural Services Agreement
City of Winter Springs and A.B. Design Group,LLC
17
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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
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.
Architectural Services Agreement
City of Winter Springs and A.B. Design Group, LLC
18
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,Consulting,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
i
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,
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38.0 CONFLICTS
38.1 In the event of a conflict between any provision of this Agreement and any attachment
j or exhibit attached hereto,the provisions of this Agreement shall prevail unless the attachment or
exhibit expressly provides otherwise by making specific reference to the paragraph and provision of
this Agreement that is being replaced or modified.
Architectural Services Agreement
City of Winter Springs and A.B. Design Group,LLC
19
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
By: By:
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Architectural Services Agreement
City of Winter Springs and A.B. Design Group,LLC`
20
EXHIBIT "A"
SCOPE OF SERVICES
Architectural Services Agreement
City of Winter Springs and A.B. Design Group,LLC
21
A R.C.HJ T 4 C.T_s
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Group��f
Revised Proposal 2021-180
December 22,2021
AB Design Group Proposal
City of Winter Springs
Attn: Leonard Harman
400 Old Sanford Oviedo Rd.
Winter Springs,FL 32708
Lhartmanna?winters l)rin p,sfl.or
407-327-7580
RE: Standalone Restrooms—120 Flamingo Ave.,Winter Springs,FL 32708
1. Scope of Work
Construction Documents
To provide Construction Documents to obtain a building permit and construct a
standalone restroom facility consistent of 2 WC's and 2 Lavatories in a women's
room; 1 WC, 1 Urinal, and 2 Lavatories in a men's room; and a small garage for a
park all-terrain vehicle. The plans to include but are not limited to the following:
• Design Development • Structural Evaluation
• Foundation Plan • Truss Plan
• Fire Protection • Electrical
• Dowel Layout • Design Criteria
• Lintel Plan • Construction Details
• Floor Plan • (4) Side Elevation
11. Fee Schedule
i
Construction Documents $ 2,475.00
Project Total S 2,475.00
L �
Initial _1_ Initial
1441 N.Ronald Reagan Blvd.Longwood,FL 32750
Phone(407)774-6078 Fax(407)774-6078
www.abdesigngroup.com
ARC.N IT 9 C,7_9
Design
Group•w
Revised Proposal 2021-180
III. Project Completion Schedule
1. Construction Drawings complete up to not includingtruss engineering. Ten
working days from date of executed contract,
2. Construction Drawings ready for permitting.Ten working days from receipt of
truss layout from truss manufacture.
IV. Standard Terms and Conditions
CONTRACT—These Standard Provisions and accompanying of any and all future Addendums
constitute the full and complete Agreement of the parties and may be amended, added to,
superseded,or waived only if both parties agree in writing.
DOCUMENTS — All reports drawings and other documents prepared by ARCHITECT
("Documents") are instruments of Architect's services that shall become the property of City of
Winter Springs upon FULL payment of the contract fees. The Client agrees not to use the
Documents for future additions or alterations to this Project or for other projects without
i Architect's express written consent. Any unauthorized use of the Documents will be at the
Client's sole risk and without liability to ARCHITECT or its sub consultants, Accordingly,
Client shall defend, indemnify, and hold harmless ARCHITECT from and against any and all
losses, claims, demands, liabilities, suits, actions, and damages whatsoever arising out of or
f resulting from such unauthorized use.
CONSTRUCTION PHASE SERVICES — When construction-phase services are included in
the Agreement, ARCHITECT will provide personnel to determine in general whether
construction is proceeding in a manner consistent with the Documents. ARCHITECT is not
responsible for construction means,methods, techniques,sequencing or procedures, or for safety
precautions or programs in connection with the Project, In the event that Architect's scope of
services does not include design phase services, ARCHITECT shall not be responsible for the
accuracy, completeness or adequacy of the design. Under such circumstances, the Client agrees
to defend, indemnify, and hold harmless ARCHITECT from and against any and all losses,
claims, demands, liabilities, suits, actions, and damages whatsoever arising out of or resulting
from the design of the Project.
STANDARD OF CARE—ARCHITECT and its sub consultants will exercise that degree of care
and skill ordinarily exercised by similarly situated architects and engineers practicing under
similar circumstances, Client agrees that services provided will be rendered without any
warranty, express or implied. ARCHITECT shall exercise usual and customary professional care
in its efforts to comply with codes, regulations, laws rules, ordinances, and such other
requirements in effect as of the date of execution of this Agreement.
Initial -2- Initial
1441 N.Ronald Reagan Blvd.Longwood,FL 32750
Phone(407)774-5078 Fax(407)774-6078
www.abdesigngroup.com
A80 Nif[E_TS
6
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Revised Proposal 2021-180
OPINION OF PROBABLE COSTS—When required as part of our services,ARCHITECT will
furnish opinions of probable cost but does not guarantee, warrant or represent the accuracy of
such estimates. Opinions of probable cost prepared by ARCHITECT hereunder will be made on
the basis of Architect's experience and qualifications and will represent Architect's judgment as
an experienced and qualified design professional. However, users of the probable cost opinions
must recognize that ARCHITECT does not have control over the cost of labor, material,
equipment, or services furnished by others or over market conditions or contractors' methods of
determining prices or performing the work.
SUSPENSION/TERMINATION OF WORK—The Client may, upon seven (7) days written
notice, suspend or terminate further work by ARCHITECT. The Client shall remain liable for,
and shall promptly pay ARCHITECT for all services rendered to the date of suspension or
termination: ARCHITECT may suspend or terminate this Agreement upon seven(7)days written
notice if the Client fails to substantially perform in accordance with this Agreement. Failure to
make payments in accordance herewith shall constitute substantial nonperformance. This
Agreement shall automatically terminate if payment is not brought current within seven (7)days
of notice of suspension.
LIABILITY — ARCHITECT will furnish appropriate insurance certificates for general and
professional liability upon request. The Client agrees that Architect's total aggregate liability to
the Client for any and all injuries, claims, losses, expenses, or damages whatsoever, including
attorney's fees, arising out of or in any way related to the Project or this Agreement from any
cause or causes, including, but not limited to, Architect's negligence, errors, omissions, strict
liability, breach of contract, or breach of warranty, shall not exceed the total amount recoverable
from such insurance.
BILLING AND PAYMENT—Client shall pay ARCHITECT in accordance with the rates and
charges set forth in the Proposal. ARCHITECT will submit to Client, on a monthly basis, an
invoice of services rendered and expenses incurred during the previous period. Payment will be
due upon receipt of Architect's invoice. In the event Client fails to pay ARCHITECT within
thirty (30)days after invoices are rendered, Client agrees that ARCHITECT shall have the right
to consider that event a breach of this Agreement and upon seven (7) days written notice, the
duties, obligations and responsibilities of ARCHITECT under this Agreement may be either
suspended or terminated.
CONSEQUENTIAL DAMAGES—ARCHITECT and the Client waive consequential damages,
including but not limited to damages for loss of profits, loss of revenues and loss of business of
business opportunities, for claims, disputes or other matters in question arising out of or relating
to this Agreement.
MISCELLANEOUS
Governing Law: The substantive laws of the State of Florida shall govern any disputes between
ARCHITECT and the Client arising out of the interpretation and performance of this Agreement.
,'
Initial .3- Initial
1441 N.Ronald Reagan Blvd,Longwood,FL 32750
Phone(407)774-6078 Fax(407)774-6078
www.abdesigngroup.com
Design
Groil
Revised Proposal 2021-180
Mediation: ARCHITECT and the Client agree that any disputes arising under this Agreement
and the performance thereof shall be subject to nonbinding mediation as a prerequisite to further
legal proceedings.
ARCHITECT Reliance; Unless otherwise specifically indicated in writing, ARCHITECT shall
be entitled to rely,without liability,on the accuracy and completeness of information provided by
Client, Client's consultants and contractors, and information from public records, without the
need for independent verification.
Responsibilities of the Parties
The Owner and the Architect shall co-operate with one another to fulfill their respective
obligations under this Agreement. Both parties shall endeavor to maintain good working
relationships among all members of the Project team.
A. Owner
i
Al. Unless otherwise provided under this Agreement, the Owner shall provide full
information in a timely manner regarding requirements for and limitations on the Project.
The Owner shall furnish to the Architect, within 15 days after receipt of written request,
information necessary and relevant for the Architect to evaluate, give notice of, or
enforce lien rights.
A2. The Owner shall periodically update the budget for the Project, including that portion
allocated for the Cost of the Work.The Owner shall not significantly increase or decrease
the overall budget, the portion of the budget allocated for the Cost of the Work, or
contingencies included in the overall budget,without the agreement of the Architect to a
{ corresponding change in the Project scope and quality.
! A3. The Owner's Designated Representative (to be identified) shall be authorized to act on
Owner's behalf with respect to the Project, The Owner or the Owner's Designated
Representative shall render decisions in a timely manner pertaining to documents
submitted by the Architect in order to avoid unreasonable delay.
A4. The Client shall provide Architect with soil testing results under key/pre-determined
locations under building for foundation verification.
A5. The Owner shall provide prompt written notice to the Architect if the Owner becomes
aware of any fault or defect in the Project, including any errors, omissions or
inconsistencies in the Architect's Instruments of Service.
Initial -4- Initial
1441 N.Ronald Reagan Blvd.Longwood,FL 32750
Phone(407)774-6078 Fax(407)774-6078
www.abdesigngroup.com
eA„P.
Design
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Revised Proposal 2021-180
B. Architect
Bl. The services performed by the Architect, Architect's employees and Architect's
consultants shall be governed by the laws of the State of Florida.
B2. The Architect's services shall be performed as expeditiously as is consistent with
professional skill and care and the orderly progress of the Project. The Architect shall
submit for the Owner's approval a schedule for the performance of the Architect's
services, which initially shall be consistent with the time periods, established by Client
and which shall be adjusted, if necessary, as the Project proceeds. This schedule shall
include allowances for periods of time required for the Client review for the performance
of the Client consultants, for approval of submissions by authorities having jurisdiction
over the Project.
B3. The Architect's Designated Representative(to be identified)shall be authorized to act on
the Architect's behalf with respect to the Project.
B4. The Architect shall maintain the confidentiality of information specifically designated as
confidential by the Owner, unless withholding such information would violate the law,
create the risk of significant harm to the public or prevent the Architect from establishing
a claim or defense in an adjudicatory proceeding. The Architect shall require of the
Architect's consultants similar agreements to maintain the confidentially of information
specifically designated as confidential by the Owner.
115. Except with the Owner's knowledge and consent, the Architect shall not engage in any
activity,or accept any employment, interest or contribution that would reasonably appear
to compromise the Architect's professional judgment with respect to this project.
B6. The Architect shall review laws, codes and regulations applicable to the Architect's
services.The Architect shall respond in the design of the Project to requirements imposed
by governmental authorities having jurisdiction over the Project.
B7. The Architect shall be entitled to rely on the accuracy and completeness of services and
information furnished by the Client,The Architect shall provide prompt written notice to
the Client if the Architect becomes aware of an errors, omissions or inconsistencies in
such services or information.
C. Terms and Conditions
Instruments of Service
Initial .5- Initial
1441 N.Ronald Reagan Blvd.Longwood,FL 32750
Phone(407)774-6078 Fax(407)774-6078
www.abdesigngroup.com
-- 1
Dou «aesign
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Revised Proposal 2021-180
C1. Drawings, specifications and other documents, including those in electronic form,
prepared by the Architect and the Architect's consultants are Instruments of Service for
use solely with respect to this Project. City of Winter Springs shall be deemed the
owner of their respective Instruments of Service and shall retain all common law,
statutory and other reserved rights,including copyrights.
C2. Upon execution of this Agreement, the Architect grants to the Owner a Nonexclusive
license to reproduce the Architect's Instruments of Service solely for purposes of
constructing, using and maintaining the Project, provided that the Owner shall comply
with all obligations, including prompt payment of all sums when due, under this
Agreement. The Architect shall obtain similar nonexclusive licenses from the Architect's
consultant's consistent with this Agreement. Any termination of this Agreement prior to
completion of the Project shall terminate this license.Upon such termination,the Owner
shall refrain from making further reproductions of Instruments of Service and shall return
to the Architect within seven days of termination all originals and reproductions in the
Owner's possession or control. If and upon the date the Architect is adjudged in default
of this Agreement, the foregoing license shall be deemed terminated and replaced by a
second, nonexclusive license permitting the Owner to authorize other similarly
credentialed design professionals to reproduce and, where permitted by law, to make
changes, corrections or additions to the Instruments of Service solely for purposes of
completing,using and maintaining the Project.
C3. Except for the licenses granted in paragraph IV. A2.above,no other license or right shall
be deemed granted or implied under this Agreement. The Owner shall not assign,
delegate, sublicense, pledge or otherwise transfer any license granted herein to another
party without the prior written agreement of the Architect.However,the Owner shall be
permitted to authorize the Contractor, Subcontractors and material or equipment suppliers
to reproduce applicable portions of the Instruments of Service appropriate to and for use
in their execution of the Work by license granted (as described above), Submissions or
distribution of Instruments of Service to meet official regulatory requirements or for
similar purposes in connection with project is not to be construed as publication in
derogation of the reserved rights of the Architect and the Architect's consultants, the
Owner shall not use the Instruments of Service for future additions or alterations to this
Project or for other Projects, unless the Owner obtains the prior written agreement of the
Architect and the Architects Consultants. Any unauthorized use of the Instruments of
Service shall be at the Owner's sole risk and without liability to the Architect and the
Architect's consultants.
' C4. Prior to the Architect providing to the Owner any Instruments of Service in electronic
form or the Owner providing to the Architect any electronic data for incorporation into
the Instrument of Service, the Owner and the Architect shall by separate written
agreement set forth the specific conditions governing the format of such Instruments of
Initial. -6- Initial.
1441 N.Ronald Reagan Blvd.Longwood,FL 32750
Phone(407)774-6078 Fax(407)774-6078
www.abdesigngroup.com
I
GDaupe
Revised Proposal 2021-180
Service or electronic data, including any special limitations or licenses not otherwise
provided in this Agreement.
D. Changes in Services
D1. Change in Services of the Architect, including services required of the Architect's
consultants,may be accomplished after execution of this Agreement,without invalidating
the Agreement, if mutually agreed in writing, if required by circumstances beyond the
Architect's control, or if the Architect's services are affected as described in
Subparagraph N A3. In the absence of mutual agreement in writing, the Architect shall
notify the Owner prior to providing such services.If the Owner deems that all or a part of
such Change in Services is not required, the Owner shall give prompt written notice to
the Architect,and the Architect shall have no obligation to provide those services.Except
for a change due to fault of the Architect,Change in Services of the Architect shall entitle
the Architect to an adjustment in compensation. Such adjustments in compensation to be
determined as described below. If any of the following circumstances affect the
Architect's services for the Project, the Architect shall be entitled to an appropriate
adjustment in the Architect's schedule and compensation: change in the instructions or
approvals given by the Owner that necessitate revisions in Instruments of Service;
Enactment or revision of codes, laws or regulations or official interpretations, which
necessitate changes too previously, prepared Instruments of Service; Decisions of the
Owner not rendered in a timely manner; significant change in the Project including, but
not limited to size, quality,complexity, the Owner's schedule or budget, or procurement
method; Failure of performance on the part of the Owner or the Owner's consultants or
contractors; Preparation for and attendance at a public hearing, a dispute resolution
proceeding or a legal proceeding except where the Architect is party thereto.
E. Mediation
El. Any claim, dispute or other matter in question arising out of or related to this Agreement
shall be subject to mediation as a condition precedent to arbitration or the institution of
legal or equitable proceedings by either party. If such matter relates to or is the subject of
a lien arising out of the Architect's services, the Architect may proceed in accordance
with applicable law to comply with the lien notice or filing deadlines prior to resolution
of the matter by mediation or by arbitration.
E2. The Owner and Architect shall endeavor to resolve claims, dispute and other matters in
question between them by mediations which,unless the parties mutually agree otherwise,
shall be in accordance with the Construction Industry Mediation Rules of the American
Arbitration Association.
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The request may be made concurrently with the filing of a demand for arbitration but,
request for mediation shall be filed in writing with the other party to this Agreement with
the American Arbitration Association. In such event,mediation shall proceed in advance
of arbitration or legal or equitable proceedings,which shall be stayed pending mediation
for a period of 60 days from the date of filing, unless, stayed for a longer period by
agreement of the parties or court order.
E3. The parties shall share the mediator's fee and any filing fees equally.The mediation shall
be held in place where the Project is located, unless another location is mutually agreed
upon. Agreements reached in mediation shall be enforceable as settlement agreements in
any court having jurisdiction thereof.
F. Arbitration
F1. Any claim dispute or other matter in question arising out of or related to this Agreement
shall be subject to arbitration. Prior to arbitration, the parties shall endeavor to resolve
disputes by mediation in accordance with paragraph IV C2.
F2. Claims,disputes or other matters in question between the parties that are not resolved by
mediation shall be decided by arbitration which, unless the parties mutually agree
otherwise, shall be in accordance with the Construction Industry Arbitration Rules of the
American Arbitration Association currently in effect.The demand for arbitration shall be
filed in writing with the other party to this agreement and with the American Arbitration
Association.
F3. A demand for arbitration shall be made within a reasonable time after the claim,dispute
or other matter in question has arisen. In no event shall the demand for arbitration be
made after the date when institution of legal or equitable proceedings based on such
r claim, dispute or other matter in question would be barred by the applicable statute of
limitations.
F4. No arbitration arising out of or relating to this Agreement shall include, by consolidation
or joined or in any other manner, an additional person or entity not a party to this
Agreement, except by written consent containing a specific reference to this Agreement
and signed by the Owner, Architect, and any other person or entity sought to be joined.
I Consent to arbitration involving an additional person or entity shall not constitute consent
I to arbitration of any claim,dispute or other matter in question not described in the written
consent or with a person or entity not named or described therein. The foregoing
agreement to arbitrate and other agreements to arbitrate with an additional person or
entity duly consented to by parties to this Agreement shall be specifically enforceable in
accordance with applicable law in any court having jurisdiction thereof.
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F5. The award rendered by the arbitrator or arbitrators shall be final, and judgment may be
entered upon it in accordance with applicable law in any court having jurisdiction thereof.
G. Claims for Consequential Damages
G1. The Architect and the Owner waive consequential damages for claims, disputes or other
matters in questions arising out of or relating to this Agreement. This mutual waiver is
applicable, without limitation to all consequential damages due to either party's
termination.
H. Miscellaneous Provisions
H1. Causes of action between the parties to this Agreement pertaining to acts or failures to act
shall be deemed to have accrued and the applicable statutes of limitations shall
commence to run not later than either the date of substantial completion for acts or
failures to act occurring prior to substantial completion or the date of issuance of the final
Certificate for Payment for acts or failures to act occurring after Substantial Completion.
In no event shall such statutes of limitations commence to run any later than the date
when the Architect's services are substantially completed.
H2. To the extent damages are covered by property insurance during construction,the Owner
and the Architect waive all rights against each other and against the contractors,
consultants,agents and employees of the other for damages. The Owner or the Architect,
as appropriate, shall require of the contractors, consultants, agents and employees of any
of them similar waivers in favor of the other parties enumerated herein.
H3. Nothing contained in this Agreement shall create a contractual relationship with or a
l cause of action in favor of a third party against either the Owner or Architect.
114. Unless otherwise provided in this Agreement, the Architect and Architect's consultants
{ shall have no responsibility for the discovery, presence,handling,removal,or disposal of
or exposure of persons to hazardous materials or toxic substances in any form at the
Project site.
H5. The Architect shall have the right to include photographic or artistic representations of
the design of the Project among the Architect's promotional and professional materials.
The Architect shall be given reasonable access to the completed Project to make such
representations. However, the Architect's materials shall not include the Owner's
confidential or proprietary information if the Owner has previously advised the Architect
in writing of the specific information considered by the Owner to be confidential or
proprietary. The Owner shall provide professional credit for the Architect in the Owner's
promotional materials for the Project.
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H6. If the Owner requests the Architect to execute certificates,the proposed language of such
certificates shall be submitted to the Architect for review at least 14 days prior to the
requested dates of execution. The Architect shall not be required to execute certificates
that would require knowledge, services or responsibilities beyond the scope of this
Agreement.
H7. The Owner and Architect, respectively, bind themselves, their partners, successors,
assigns and legal representative to the other party to this Agreement and to the partners,
successors, assigns and legal representatives of such other party with respect to all
covenants of this Agreement. Neither the Owner nor the Architect shall assign this
Agreement without the written consent of the other, except that the Owner may assign
this Agreement to an institutional lender providing financing for the Project. In such
event, the lender shall assume the Owner's rights and obligations under this Agreement.
The Architect shall execute all consents reasonably required to facilitate such assignment.
I. Termination of Suspension
Il. If the Owner fails to make payments to the Architect in accordance with this Agreement,
such failure shall be considered substantial nonperformance and cause for termination or,
at the Architect's option, cause for suspension of performance of services under this
Agreement. If the Architect elects to suspend services, prior to suspension of services,
the Architect shall give seven days' written notice to the Owner. In the event of a
suspension of services, the Architect shall have no liability to the Owner for delay or
` damage caused the Owner because of such suspension of services. Before resuming
services, the Architect shall be paid all sums due prior to suspension and any expenses
incurred in the interruption and resumption of the Architect's services. The Architect's
fees for the remaining services and the time schedules shall be equitably adjusted.
I2. If the Project is suspended by the Owner for more than 30 consecutive days,the Architect
shall be compensated for services performed prior to notice of such suspension. When
the Project is resumed, the Architect shall be compensated for expenses incurred in the
interruption and resumption of the Architect's services. The Architect's fees for the
remaining services and the time schedules shall be equitably adjusted.
I3. If the Project is suspended or the Architect's services are suspended for more than 90
consecutive days, the Architect may terminate this Agreement by giving not less than
seven days' written notice.
I4. This Agreement may be terminated by either party upon not less than seven days'written
notice should the other party fail substantially to perform in accordance with the terms of
this Agreement through no fault of the party initiating the termination.
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Revised Proposal 2021-180
I5, This Agreement may be terminated by the Owner upon not less than seven days written
notice to the Architect for the Owner's convenience and without cause. In the event of
termination not the fault of the Architect,the Architect shall be compensated for services
performed prior to termination,together with Reimbursable Expenses then due,
I6. Termination Expenses are in addition to compensation for the services of the Agreement
and include expenses directly attributable to termination for which the Architect is not
otherwise compensated,plus an amount for the Architect's anticipated profit on the value
of the services not performed by the Architect.
J. Payments to the Architect
Jl. Payments on account of services rendered and for Reimbursable Expenses incurred shall
be made upon presentation of the Architect's statement of services as described in
Section VI (Payment Schedule). No deductions shall be made from the Architect's
compensation on account of penalty; liquidated damages or other sums withheld from
payments to contractors, or on account of the cost of changes in the Work other than
those for which the Architect has been adjudged to be liable.
J2. Reimbursable Expenses are in addition to compensation for the Architect's services and
include expenses incurred by the Architect and Architect's employees and consultants
directly related to the Project,as identified in the following Clauses:
1. Transportation in connection with the Project authorized out-of-town travel
subsistence,and electronic communications;
2. Fees paid for securing approval of authorities having jurisdiction over the
Project;
3.Reproductions,plots,standard form documents,postage,handling and delivery
of Instruments of Service;
4. Expense of overtime work requiring higher than regular rates if authorized in
advanced by the Owner.
5.Renderings,models and mock-ups requested by the Owner;
6. Expense of Professional Liability Insurance dedicated exclusively to this
Proposal or the expense of additional insurance coverage or limits requested by
the Owner in excess of that normally carried by the Architect and the Architect's
Consultants. See Section XIII for extent of Professional Liability coverage for
this Project.
7.Other similar direct Project-related expenditures.
J3. Records of Reimbursable Expenses, of expenses pertaining to a Change in Services,and
of services performed on the basis of hourly rates or a multiple of Direct Personnel
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Revisers Proposal 2021-180
Expense shall be available to the Owner or the Owner's authorized representative at
mutually convenient times.
K. Supporting Services
Kl. The Owner shall furnish surveys to describe physical characteristics, legal limitations and
utility locations for the site of the Project, and a written legal description of the site. The
surveys and legal information shall include as applicable, grades and lines of streets,
alleys, pavements and adjourning property and structures; adjacent drainage; rights-of-
the-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries
and contours of the site;locations,dimensions and necessary data with respect to existing
buildings, other improvements and trees; and information concerning available utility
services and lines,both public and private, above and below grade, including inverts and
depths. All the information on the survey shall be referenced to a Project benchmark.
K2. The Owner shall furnish services of geotechnical engineers which may include but are
not limited to test borings, test pits, determinations of soil bearing values, percolation
tests, evaluations of hazardous materials, ground corrosion tests and resistively tests,
including necessary operations for anticipating subsoil conditions, with reports and
appropriate recommendations.
L. Evaluation of the Work
Ll. The Architect as a representative of the Owner, shall visit the site at intervals appropriate
to the stage of the Owner's operations, or as otherwise agreed by the Owner and the
Architect in IX-A.1 to become generally familiar with and to keep the Owner informed
about the progress and quality of the portion of the Work completed, (2)to endeavor to
guard the Owner against defects and deficiencies in the Work, and (3) to determine in
general if the Work is being performed in a manner indicating that the Work,when fully
completed, will be in accordance with the Contract Documents. However, the Architect
shall not be required to make exhaustive or continuous on -site inspections to check the
! quality or quantity of the Work. The Architect shall neither have control over or charge
of, or be responsible for, the construction means, methods, techniques, sequences or
procedures, or for safety precautions and programs in connection with the Work, since
these are solely the Contractors rights and responsibilities under the Contract Documents.
L2. The Architect shall report to the Owner known deviations from the Contract Documents
and from the most recent construction schedule submitted by the Contractor. However,
the Architect shall not be responsible for the Owner's failure to perform the Work in
r accordance with the requirements of the Contract Documents. The Architect shall be
responsible for the Architect's negligent acts or omissions, but shall not have control
over or charge of and shall not be responsible for acts or omissions of the
Initial -12- Initial
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Contractor, Subcontractors, or their agents or employees, or of any other
persons or entities performing portions of the Work.
L3, The Architect shall at all times have access to the Work wherever it
is in preparation or progress.
M. Except as otherwise provided in this Agreement or when direct communications have
been specially authorized, the Owner shall endeavor to communicate with the
Consultants through the Architect about matters arising out of or relating to the Contract
Documents.Communications by and with the Architect's consultants shall be through the
Architect.
L5. The Architect shall have authority to reject Work that does not conform to the
Contract Documents. Whenever the Architect considers it necessary or advisable,the
Architect will have authority to require inspection or testing of the Work in
accordance with the provisions of the Contract Documents, whether or not such
Work is fabricated, installed or completed. However, neither this authority of the
Architect nor a decision made in good faith either to exercise nor not to exercise such
j authority shall give rise to a duty or responsibility of the Architect to the Contractor,
Subcontractors, material and equipment suppliers, their agents or employees or other
persons or entities performing po 1 iions of the Work.
L6. For the put-pose of this Contract, the term "Owner", "Client" and "Contractor" all
refer to City of Winter Springs who will act as Contractor as well as Owner for this
project.
M. Submittals
Submittals Records Certifications
Ml. The Architect shall review and approve or take other appropriate action upon the
Contractor's submittals such as Shop Drawings, Product Data and Samples, but only
for the limited purpose of checking for conformance with information given and the
design concept expressed in the Contract Documents. The Architect's action shall be
taken with such reasonable promptness as to cause no delay in the Work or in the
activities of the Owner, Contractor or separate contractors, while allowing sufficient
time in the Architect's professional judgment to permit adequate review. Review of
such submittals is not conducted for the purpose of determining the accuracy and
completeness of other details such as dimensions and quantities, or for substantiating
instructions for installation or performance of equipment or systems, all of which
remain the responsibility of the Contractor as required by the Contract Documents.
Initial -13- Initial
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The Architect's review shall not constitute approval of safety precautions or, unless
otherwise specifically stated by the Architect, of any construction means, methods,
techniques, sequences or procedures. The Architect's approval of a specific item shall
not indicate approval of an assembly of which the item is a component.
M2. The Architect shall maintain a record of submittals and copies of submittals supplied
by the Contractor in accordance with the requirements of the Contract Documents.
M3, If professional design services or certifications by a design professional related to
systems, materials or equipment are specifically required of the Contractor by the
Contract Documents, the Architect shall specify appropriate performance and design
criteria that such services must satisfy. Shop Drawings and other submittals related to
the Work designed or certified by the design professional retained by the Contractor
shall bear such professional's written approval when submitted to the Architect. The
Architect shall be entitle d to rely upon the adequacy, accuracy and completeness of
the services, certifications or approvals performed by such design professionals.
N. Changes in the Work
N1, The Architect shall prepare Change Orders and Construction Change Directives for
the Owner's approval and execution in accordance with the Contract Documents. The
Architect may authorize minor changes in the Work not involving an adjustment in
Contract Sum or an extension of the Contract Time, which are consistent with the
intent of the Contract A2. The Architect shall maintain a record of submittals and
copies of submittals supplied by the Contractor in accordance with the requirements
of the Contract Documents.
N2. If professional design services or certifications by a design professional related to
systems, materials or equipment are specifically required of the Contractor by the
Contract Documents, the Architect shall specify appropriate performance and design
criteria that such services must satisfy. Shop Drawings and other submittals related to
the Work designed or certified by the design professional retained by the Contractor
shall bear such professional's written approval when submitted to the Architect. The
Architect shall be entitled to rely upon the adequacy, accuracy and completeness of
the services,certifications or approvals performed by such design professionals.
N3. The Architect shall review properly prepared, timely requests by the Owner for
changes in the Work, including adjustments to the Contract Sum or Contract Time.
A properly prepared request for a change in the Work shall be accompanied by
sufficient supporting data and information to permit the Architect to make a
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1441 N.Ronald Reagan Blvd.Longwood,FL 32750
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Revised Proposal 2021-180
reasonable determination without extensive investigation or preparation of additional
drawings or specifications.
V. Additional Services
In the event Client request additional services,the following rates will apply:
Hourly Rates
Architectural Drafter $ 80.00 IHR
Project Manager $ 90.00 /HR
Quality Control/Plan Review $ 100.00 /HR
Design Services $ 90.00 /HR
Architect $ 150.00 /HR
Partner Services $ 150.00 /HR
Clerical $ 45.00 /HR
i
VI. Items Not Included
— Site Plan
— HVAC Plans
— Fire Sprinkler System
— Landscape Engineering
— Costs of Blueprints and Plotting/Delivery Service
VII. Payment Schedule
Payment# Description Amount
Payment 1 Construction Drawings Complete $ 2,475.00
Total of All Payments$ 21475.00
Ac dB :
Date Leonard Harman,P&R Assistant Director Date
A.B.Design Group,LLC City of Winter Springs
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Initial ' - 15- Initial_
1441 N.Ronald Reagan Blvd,Longwood,FL 32'750
Phone(407)774.6078 Fax(407)774-6078
www.abdesigngroup.com