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2014-022 TASK AUTHORIZATION NUMBER 3 FOR CONTINUING CONTRACT AGREEMENT BETWEEN THE CITY OF CLERMONT FLORIDA AND ARCHITECT DESIGN GROUP,INC This Task Authonzation is by and between ARCHITECTS DESIGN GROUP,INC.,hereinafter referred to as"ARCHITECT"and the CITY OF CLERMONT,heremafter referred to as"CITY"and is to that certain agreement between the parties dated Apnl 27, 2010, and any amendments thereto, hereinafter collectively referred to as"the Agreement" The Parties,m exchange for the mutual covenants contamed herein and in the Agreement,agree as follows 1 This agreement expressly modifies the Agreement and in the event of a conflict, the terms and conditions of this Task Authonzation shall prevail. 2 In addition to all other terms and conditions contamed m the Agreement, ARCHITECT shall provide services as more particularly descnbed m the Scope of Services attached hereto and mcorporated herem as Task Authonzation Attachment "A". In consideration for,and upon,the satisfactory completion of said services,the CITY shall pay to ARCHITECT the amount set forth m Task Authonzation Attachment"A"attached hereto and incorporated herem 3 CONTRACTOR shall complete the services to be provided herem within as set forth m Attachment"A"hereto IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement for the purposes herem expressed on the dates set forth below CITY OF CLERMONT Attest: / old Turville,Jr.,Mayor Tracy Ackroy•,City Clerk ' I.y_ Dat-� ' :`4 ARCH A e ESIGN GROUP,INC. i • 7& . By�►ir��� Qlt,� Q,1/Y.Q_ W■ Y' e Co orate Secretary ' A � I:1 : Sara • Reevts (Name/Title Printed . Typed) (Name Prmted or Typed) Date: Oil oO 1. 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Architects Design Group, Inc. • From: Kyle J. Cartier, P.E. V! dim. \\itl, i v n 1 :u lit. Reference: City of Clermont Highway 27 Project: Energy and Life Cycle Cost Analysis .41`, Clermont,Florida Subject: Engineering Fee Proposal (Revised) Background 1) Architects Design Group, Inc. (ADG) the Client, will engage Sims Wilkerson Cartier Engineering, Inc. (SWC) the Engineer and Design Professional, to provide professional engineering design services as outlined below. Scope of Work 1) The City of Clermont has recently purchased the approximately 70,000 square foot single story Celebration of Praise Church on Highway 27 in Clermont. 2) The City intends to use a portion of this facility to house the new City of Clermont Police Station, use a portion to house the County Tax Collector and to use the remaining portions of the facility for various City functions and uses. 3) It is reported the existing HVAC system is comprised of twenty-two (22) package rooftop units that are in poor condition and in need of immediate replacement. 4) The City is interested in conducting an Energy and Life Cycle Cost Analysis of the building to help determine if a central chilled water plant with expansion capability for future growth would make economic sense. 5) A letter report outlining the results of the Energy and Life Cycle Cost Analysis with recommendations for implementation is desired. Scope of Services 1) Field investigations in the vicinity of the proposed work to review readily observable conditions. 2) Meetings with the City to discuss potential adaptive use and potential scheduling/operational requirements of the building. 3) Review of existing mechanical systems record drawings for applicable information. 4) Creation of a building energy model using commercially available simulation software to model various mechanical systems and energy consumption. 5) Preparation of a letter report summarizing the results of various simulations and providing recommendations for implementation. 12124 High Tech Avenue•Suite 200•Orlando,Florida 32817•(407)380-0400•FAX(407)380-5900 Basis of Compensation 1) For basic services as defined above: a) City Meetings, Field Invest.,Energy Model,Letter Report $16.000 Total Fee $16,000 2) Expenses for travel, long distance telephone, plotting, printing, shipping and delivery will be considered reimbursable and billed at cost. Optional Services Not Included 1) Any and all preparation of selective demolition drawings for systems directly impacted by the proposed work. 2) Any and all mechanical, electrical, lighting, plumbing, fire protection, fire alarm, and low voltage building systems or building site designs. 3) Any and all bid period services or construction period services 4) Any and all documentation of existing systems and equipment. 5) Any and all analysis of alternative lighting systems. 6) Any and all analysis of the utility company service to the building or reconfiguration of the building's main distribution. Limitations and Exclusions 1) Structural analysis or design to accommodate suggested mechanical systems will need to be provided by others and is not included. 2) No cost estimating is to be provided and any input to the cost model for Life Cycle Cost Analysis will need to be provided by others. Items to be furnished by the Client 1) All MEP electronic background and building systems files in AutoCAD or if not available in Autocadd, in PDF format. 2) Designate a single point of contact for each project with the authority to transmit instruction, receive information, interpret and define policy and make decisions with respect to materials, systems and equipment relative to the consultant's services. Terms & Conditions 1) Invoices for services rendered are prepared monthly and are due and payable within thirty (30) days from date of the invoice. Past due statements shall include interest from the date of invoice at a compound rate of one and one-half(1-1/2) percent per month. 2) Payments to the Engineer shall not be withheld, postponed or made contingent on the construction, completion or success of the project or upon receipt by the Client of offsetting reimbursement or credit from other parties causing Additional Services or expenses. No withholdings, deductions or offsets shall be made from the Engineer's compensation for any reason unless the Engineer has been found to be legally liable for such amounts. 12124 High Tech Avenue•Suite 200•Orlando,Florida 32817•(407)380-0400•FAX(407)380-5900 3) If the Client does not engage the Engineer to provide Construction Administration services,then the Engineer shall not be responsible for components of the project, if any, for which shop drawings, product data, or samples are required; or for errors or omissions in the construction documents prepared by the Engineer which would have been discovered and corrected by the Engineer had the Engineer been engaged for Construction Administration services. The Client agrees to release the Engineer from and protect against all liability arising out of those matters stated in foregoing sentence to be outside the Engineer's responsibilities. 4) The Client has not retained the Engineer to make detailed inspections or to provide exhaustive or continuous project review and observation services. The Engineer does not guarantee the performance of, and shall have no responsibility for, the acts or omissions of any contractor, subcontractor, supplier or any other entity furnishing materials or performing any work on the project. 5) Neither the professional activities of the Engineer, nor the presence of the Engineer or his or her employees and sub consultants at a construction site, shall relive the General Contractor and any other entity of their obligations, duties and responsibilities including, but not limited to, construction means, methods, sequence, techniques or procedures necessary for performing, superintending or coordinating all portions of the Work of construction in accordance with the contract documents and any health or safety precautions required by any regulatory agencies. The Engineer and his or her 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. 6) The Client shall promptly report to the Engineer any defects or suspected defects in the Engineer's work or services of which the Client becomes aware, so that the Engineer may take measures to minimize the consequences of such a defect. The Client warrants that he or she will impose a similar notification requirement on all contractors in his or her Client/Contractor contract and shall require all subcontracts at any level to contain like requirements. Failure by the Client, and the Client's contractors or subcontractors to notify the Engineer, shall relieve the Engineer of the costs of remedying the defects above the sum such remedy would have cost had prompt notification been given. 7) Either party may terminate this Agreement by giving thirty (30) days advance written notice. The Engineer shall be paid for services rendered to the date of termination on the basis of a reasonable estimate of the portion of services completed prior to termination and shall be paid for all reasonable expenses resulting from such termination and for any unpaid reimbursable expenses. 8) For services involving the renovation of or modification to existing structures including, but not limited to, the mechanical, electrical, and plumbing systems thereof, the Engineer will rely on his observation of readily observable existing conditions. Although the documented systems components of the existing structure to be modified will be analyzed, the actual components of the existing structure cannot be fully determined because the Engineer was not present during fabrication or construction. The Engineer will therefore make recommendations and designs which in the Engineer's opinion will meet the needs of the situation, commensurate with economic constraints, but for which the Engineer can make no assurances that 12124 High Tech Avenue•Suite 200.Orlando,Florida 32817•(407)380-0400•FAX(407)380-5900 unforeseen conditions which come to light may not require changes in the scope of services or in the design. 9) In the event of any litigation arising from or related to the services provided under this Agreement, the prevailing party will be entitled to recovery of all reasonable costs incurred, including staff time, court costs, attorneys' fees and other related expenses. 10)In an effort to resolve any conflicts that arise during the design or construction of the project or following the completion of the project, the Client and the Engineer agree that all disputes between them arising out of or relating to this Agreement shall be submitted to non-binding mediation unless the parties mutually agree otherwise. 11)It is intended by the parties to this Agreement that the Engineer's services in connection with the project shall not subject the Engineer's individual employees, officers or directors to any person legal exposure for the risks associated with this project. Therefore, and notwithstanding anything to the contrary contained herein, the Client agrees that as the Client's sole and exclusive remedy, any claim, demand or suite shall be directed and/or asserted only against the Design Professional, a Florida corporation, and not against any of the Engineer's employees, officers or directors. 12)In recognition of the relative risks and benefits of the project to both the Client and the Engineer, the risks have been allocated such that the Client agrees, to the fullest extent permitted by law, to limit the liability of the Engineer and his or her subconsultants to the Client and to all construction contractors and subcontractors on the project for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, so that the total aggregate liability of the Engineer and his or her subconsultants to all those named shall not exceed the Engineer's total fee for services rendered on this project. Such claims and causes include, but are not limited to negligence, professional errors or omissions, strict liability, breach of contract or warranty. 13)The Client acknowledges the Engineer's construction documents as instruments of professional service. Nevertheless, the plans and specifications prepared under this Agreement shall become the property of the Client upon completion of the work and payment in full of all monies due to the Engineer. The Client shall not reuse or make any modification to the plans and specifications without the prior written authorization of the Engineer. The Client agrees, to the fullest extent permitted by law, to indemnify and hold the Engineer harmless from any claim, liability or cost (including reasonable attorneys' fees and defense costs) arising or allegedly arising out of any unauthorized reuse or modification of the construction documents by the Client or any person or entity that acquires or obtains the plans and specifications from or through the Client without the written authorization of the Engineer. 14)In the event the Client consents to, allows, authorizes or approves of changes to any plans, specifications or other construction documents, and these changes are not approved in writing by the Engineer, the Client recognizes that such changes and the results thereof are not the responsibility of the Engineer. Therefore, the Client agrees to release the Design Professional from any liability arising from the construction, use or result of such changes. In addition, the Client agrees, to the fullest extent permitted by law, to indemnify and hold the Engineer harmless from any damage, liability or cost (including reasonable attorneys' fees and costs of defense) arising 12124 High Tech Avenue•Suite 200.Orlando,Florida 32817•(407)380-0400•FAX(407)380-5900 from such changes, except only those damages, liabilities and cost arising from the sole negligence or willful misconduct of the Engineer. 15)Any provision of this Agreement later held to be unenforceable for any reason shall be deemed void, and all remaining provisions shall continue in full force and effect. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating responsibility or liability between the Client and the Engineer shall survive the completion of the services hereunder and the termination of this Agreement. 16)All legal actions by either party against the other arising out of or in any way connected with the services to be performed hereunder shall be barred and under no circumstances shall any such claim be initiated by either party after two (2) years have passed from the date of issuance of the Certificate of Completion, unless the Engineer's services shall be terminated earlier, in which case the date of termination of this Agreement shall be used. 17)The signature of a duly authorized official of the Client may indicate acceptance of a proposal. One signed copy of a proposal returned to the Engineer will serve as an Agreement between the two parties and as a Notice to Proceed (unless indicated otherwise by the Client). This contract will be binding on the parties hereto. Should this proposal not be accepted within a period of thirty (30) days from the above date, it shall become null and void. (r2'• eptance Signature Date • 12124 High Tech Avenue•Suite 200.Orlando,Florida 32817•(407)380-0400•FAX(407)380-5900