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HomeMy WebLinkAboutContract 2025-079ADocusign Envelope ID: C871FCBF-F724-4C96-9AE7-C2E2EA7762A8 AGREEMENT No. 2025-079 VISION AND ACTIVATION PLANNING SERVICES THIS AGREEMENT is made and entered into as of this 23rd day of September 2025, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation under the laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont, Florida, (hereinafter referred to as "CITY") and ABA ETHOS, LLC., whose address is: 490 N. Lansing Ave. E., Tulsa, OK, 74120, (hereinafter referred to as "CONSULTANT"). WITNESSETH WHEREAS, CITY has engaged ABA Ethos, LLC. to develop a vision and activation plan for the Parks and Recreation Department; WHEREAS, the vision and activation plan is a proprietary product available exclusively from said CONSULTANT; and WHEREAS, the City Council has determined that there is only one source for the required product in accordance with CITY Purchasing Policy, Section E.8. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties covenant and agree as follows: 1. SCOPE OF SERVICES The CONSULTANT will furnish a concept of a vision and activation plan for the Parks and Recreation Department in such quantities as requested by CITY and as set forth in a purchase order as provided in writing by CITY. Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from CONSULTANT. 2. COMPENSTATION SCHEDULE The CITY agrees to and does engage CONSULTANT to perform the professional services for compensation described herein and as set forth in Exhibit "A" attached hereto and incorporated herein, and the parties do further agree: A. As a condition precedent to receiving payment, CONSULTANT shall have been authorized to proceed by CITY for the specific phase, shall not be in default on any of the terms and conditions of this Agreement and shall provide to CITY an invoice. B. CITY shall pay all valid, approved and undisputed invoices as set forth in Exhibit "A" within thirty (30) days of receipt from CONSULTANT. In the event that CITY disputes any invoice submitted, it shall advise CONSULTANT in writing and said invoice shall not be deemed due and payable under this agreement. Neither the CITY's review approval or acceptance of, nor payment for, any services provided hereunder shall be Docusign Envelope ID: C871FCBF-F724-4C96-9AE7-C2E2EA7762A8 construed to operate as a waiver of any rights under this Agreement and the CONSULTANT shall be liable to CITY for any and all damages to CITY caused by the CONSULTANT's negligent or wrongful performance of any of the services furnished under this Agreement. C. CONSULTANT agrees to assign competent professionals to perform the assigned responsibilities and duties faithfully, intelligently, and to the best of their ability, and in the best interest of CITY during the term of this Agreement. All services provided shall be performed in accordance with this Agreement and with any and all applicable law, professional standards and guidelines. CITY may request CONSULTANT to make changes in the scope of services or make revisions to the work performed. Any changes or revisions requested by CITY that are not due to consultant error, omission or negligence will be incorporated into the scope of services by written amendment to this agreement and the consultant may be entitled to additional compensation upon the agreement of the parties. 3. AUTHORIZATOIN TO PROVIDE, AND MILESTONES FOR SERVICES CONSULTANT shall not be authorized to provide any services as set forth above until such time as CONSULTANT has received specific authorization from the City Manager, or his designee. Thereafter, CONSULTANT shall perform the services contemplated herein to the satisfaction of CITY in accordance with the Milestone Schedule attached hereto and incorporated herein as Exhibit "A". TERM This Agreement is to become effective upon execution by both parties and shall continue until such time as the Scope of Services is complete or the Agreement is terminated as provided in the Termination Clause. 5. TERMINATION A. The non -breaching party upon breach of the terms and conditions contained herein may terminate this Agreement. B. Additionally, CITY shall have the right to terminate the agreement, for any reason, upon thirty (30) days written notice to the CONSULTANT. In the event of termination by the CITY pursuant to this section, CONSULTANT shall be compensated in accordance with the services completed and accepted, as of the date of the termination and as set forth in the Scope of Services. 6. RESPONSIBILITIES OF CONSULTANT 2 Docusign Envelope ID: C871FCBF-F724-4C96-9AE7-C2E2EA7762A8 In addition to all other responsibilities provided herein, CONSULTANT expressly understands and agrees that, through the above -referenced assigned personnel, it shall perform all of the services required in the Scope of Services, and further agrees as follows: A. CONSULTANT may retain subcontractors to provide any of the services contemplated herein. Said subcontractors shall be used at the sole expense of CONSULTANT, under the direct supervision of CONSULTANT and with the prior written approval of CITY. B. CONSULTANT expressly acknowledges that any and all documents, logos, marketing and advertising material, plans, designs, reports, and specifications related to the project and acquired or created by CONSULTANT shall, remain, at all times, the property of CITY and CONSULTANT. CONSULTANT, therefore, shall preserve and maintain said records and shall immediately provide copies of them to CITY upon termination of this Agreement. 7. RESPONSIBILITIES OF CITY The City shall provide full information, as reasonably directed by CONSULTANT, regarding the requirements of the project. 8. AUTHORIZED REPRESENTATIVE OF THE CITY During the term of this Agreement, the City Manager shall be the designated representative authorized to act on behalf of the CITY, as provided by law, with respect to the project. 9. CHANGES IN THE SCOPE OF WORK A. 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 of modifications. If the CITY and CONSULTANT approve any change, the task authorization/work order will be modified to reflect the changes; and CONSULTANT shall be compensated for said services in accordance with the compensation schedule. All change orders shall be authorized in writing by CITY'S and CONSULTANT'S designated representatives. B. All of CITY'S said task authorizations/work orders and amendments thereto shall be performed in strict accordance with the terms of this Agreement insofar as they are applicable. 10. REASONABLE ACCESS During the term of this Agreement, CITY shall grant CONSULTANT reasonable access to the CITY'S premises for purposes of fulfilling its obligations under this Agreement. 11. INSURANCE AND HOLD HARMLESS/INDEMNIFICATION 3 Docusign Envelope ID: C871FCBF-F724-4C96-9AE7-C2E2EA7762A8 CONSULTANT and/or any CITY approved subcontractors or sub -CONSULTANTS shall maintain in force during the term of this Agreement, at its own expense, insurance as set forth below and shall be bound by the terms of the Hold Harmless/Indemnification provisions expressed therein. Commercial General Liability - Minimum of $1,000,000 per occurrence and $2,000,000 aggregate, covering bodily injury, personal injury, and property damage. The General Liability policy shall include the commercial form, contractual liability, and independent contractor's coverage. Automobile Liability - Minimum of $1,000,000 combined single limit for bodily injury and property damage. The Automobile Liability policy shall include the business form, owned, hired, and non -owned coverage. Workers' Compensation and Employer's Liability - As required by Florida law, with Employer's Liability limits not less than $500,000 each accident, $500,000 disease policy limit, and $500,000 disease — each employee. Professional Liabili . (t�E&O) - Minimum of $1,000,000 for each claim and $2,000,000 aggregate, covering liability arising out of the professional services provided under this Agreement. Umbrella/Excess Liability - $2,000,000 per occurrence and aggregate, which may be used to supplement underlying coverage. Property Coverage - Property coverage in limits sufficient to remedy the loss, and/or loss of use of, valuable papers and records, and any other property of the party utilized in connection with the City. The General Liability and Automobile Liability shall each contain an endorsement naming the City as an additional insured as to any liability arising out of the insured parry's performance pursuant to this Agreement. The Worker's Compensation and Employer's Liability coverage shall contain an endorsement waiving subrogation against the City. Indemnification — CONSULTANT shall indemnify and hold harmless the Client and its employees from liability, settlements, loss, or costs (including reasonable attorney's fees and cost of defense) to the extent caused by the negligent act, error or omission of CONSULTANT in the performance of services under this Agreement. 12. GUARANTEE AGAINST INFRINGEMENT CONSULTANT guarantees that all services provided under this Agreement shall be free from claims of patent, copyright, and trademark infringement. Notwithstanding any other provision of this Agreement, CONSULTANT shall indemnify and hold harmless CITY, its officers, directors, employees, agents, assigns, and servants from and against any and all liability, including expenses, legal or otherwise, for actual infringement of any patent, copyright, or trademark resulting from the use of any goods, services, or other items provided under this Agreement. Notwithstanding the foregoing, CONSULTANT may elect to provide non -infringing services. 4 Docusign Envelope ID: C871FCBF-F724-4C96-9AE7-C2E2EA7762A8 13. ASSIGNMENT A. CONSULTANT shall not assign or subcontract this Agreement, any task authorization hereunder, or any rights or any monies due or to become due hereunder without the prior, written consent of CITY. B. 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. C. 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. D. 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' S Risk Management. 14. CONFLICT OF INTEREST CONSULTANT shall not undertake any task on behalf of the CITY where CONSULTANT has a conflict of interest arising out of a part or present professional relationship with another client. The CONSULTANT shall notify the CITY in writing of any conflict of interest or potential conflict of interest should arise. 15. FORCE MAJURE Any delay or failure of either party in the performance of its required obligations hereunder shall be excused if and to the extent caused by acts of God: fire; flood; windstorm; explosion; riot; war; sabotage; strikes; extraordinary breakdown of or damage to CITY' S affiliates' generating plants, their equipment, or facilities; court injunction or order; federal and/or state law or regulation; order by any regulatory agency; or cause or causes beyond the reasonable control of the party affected; provided that prompt notice of such delay is given by such party to the other and each of the parties hereunto shall be diligent in attempting to remove such cause or causes. If any circumstances of Force Majeure remain in effect for sixty (60) days, either party may terminate this Agreement. 16. GOVERNING LAW & VENUE This Agreement is made and shall be interpreted, construed, governed, and enforced in accordance with the laws of the State of Florida. Venue shall be Lake County, Florida, or the United States District Court in and for the Middle District of Florida. 17. WAIVER AND ELECTION OR REMEDIES 5 Docusign Envelope ID: C871FCBF-F724-4C96-9AE7-C2E2EA7762A8 A. Waiver by either party of any terms, condition, or provision of this Agreement shall not be considered a waiver of that term, condition, or provision in the future. B. No waiver, consent, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of each party hereto. 18. PROHIBITION AGAINST CONTINGENCY FEES 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. 19. ENTIRE AGREEMENT Except as otherwise stated, this Agreement, including the schedules, attachments, appendixes, and exhibits attached hereto, constitutes 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. 20. SOVEREIGN IMMUNITY Nothing contained in the Agreement shall be construed as a waiver of the CITY'S rights to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the CITY' S potential liability under state or federal law. 21. NOTICES Any notices required to be given by the terms of this Agreement shall be delivered by hand or mailed, postage prepaid to: CONSULTANT ABA Ethos, LLC. 490 N. Lansing Ave. E., Tulsa, OK, 74120 Attn: Shane Fernandez, CEO OWNER: City of Clermont 685 W. Montrose Street, Clermont, FL 34711 Attn: Rick Van Wagner, Interim City Manager 0 Docusign Envelope ID: C871FCBF-F724-4C96-9AE7-C2E2EA7762A8 Either party may change the name of the person receiving notices and the address at which notices are received by so advising the other party in writing. 22. MISCELLANEOUS 22.1. Attorneys' Fees In the event a suit or action is instituted to enforce or interpret any provision of this Agreement, the prevailing parry shall be entitled to recover such sum as the Court may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums provided by law. 22.2. Waiver The waiver by CITY of breach of any provision of this Agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this Agreement. 22.3. Severability If any provision of this Agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the Agreement valid and enforceable under applicable law, the remainder of this Agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. 22.4. Amendment Except for as otherwise provided herein, this Agreement may not be modified or amended except by an Agreement in writing signed by both parties. 22.5. Venue The parties agree that the sole and exclusive venue for any cause of action arising out of this Agreement shall be Lake County, Florida. 22.6. Applicable Law This Agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed, and enforced in accordance with the laws of the State of Florida. 22.7. Public Records The CONTRACTOR expressly understands records associated with this project are public records and agrees to comply with Florida's Public Records law, including the following: A. Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein. 7 Docusign Envelope ID: C871FCBF-F724-4C96-9AE7-C2E2EA7762A8 B. Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in Florida's Public Records law or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. D. Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of CONTRACTOR upon the termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. The CONTRACTOR shall make reasonable efforts to provide all records stored electronically to the CITY in a format compatible with the information technology systems of the CITY. E. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, THE CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT THE CITY CLERK'S OFFICE, (352) 241-7331. 23. CONTRACT DOCUMENTS The Contract Documents, as listed below, are herein made fully a part of this Contract as if herein repeated. Document Precedence: A. Contract Agreement B. Task Authorization / Purchase Order C. An applicable Scope of Work or Work Order D. All documents contained in the Vision and Activation Plan for the Parks and Recreation Department. 93 Docusign Envelope ID: C871 FCBF-F724-4C96-9AE7-C2E2EA7762A8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF CLERMONT ATTEST ned by: E-9 DocuSigned by: ? A� Haws Eh SIGNATURE 34905 44A,, SIGNATURE Tim Murry Tracy Ackroyd Howe FULL NAME FULL NAME Mayor City Clerk TITLE 9/25/2025 DATE SIGNED ABA ETHOS, LLC. Signed by: fM1.Utk" ) 1AiF0323TDgY4... SIGNATURE Shane Fernandez FULL NAME Treasurer TITLE 9/24/2025 DATE SIGNED TITLE 9/25/2025 IDS DATE SIGNE STAMP Docusign Envelope ID: C871FCBF-F724-4C96-9AE7-C2E2EA7762A8 Exhibit A Vision and Activation Planning Proposal- Clermont FL Docusign Envelope ID: C871 FCBF-F724-4C96-9AE7-C2E2EA7762A8 0 Aamm eys DATE: August 14, 2025 Rick Van Wagner - Interim City Manager Brian Forman, CPRE- Parks & Recreation Director 3700 S Hwy 27 Clermont, FL 34711 RE: Scope and Fee Proposal CITY OF CLERMONT VISION & ACTIVATION PLANNING CLERMONT, FLORIDA Dear Rick and Brian, Our team is beyond inspired to assist in empowering your community as you strive to create a top -tier destination for action sports, eco-tourism, parks and recreation, economic development, and global events. Aligning your already impressive portfolio of assets is sure to instill positive exponential growth for both the City of Clermont and the surrounding region. As we prepare to embark on this journey, ABA Ethos- Ilc is pleased to submit this proposal for Vision and Activation Planning services for the City of Clermont and the Clermont Parks and Recreation team. Our studio of industry experts is prepared to perform all tasks outlined within the proposed scope of work that shall utilize our cooperative design process. We shall leverage both our experience and lessons learned in order to provide leadership, technical expertise, political guidance and organizational tactics. This team has a proven track record exceeding the expectations of multiple municipal partners across the nation. The process shall be built upon outreach and collaboration to establish a unified Vision and Activation Plan. This proposal, should it be accepted by your team, shall be considered the outlined scope of work which consists of the identification, assessment, and activation of current assets as well as future mission critical needs to communicate to your regional stakeholders. Thank you for your consideration and we look forward to continuing the charge as we breathe life into this incredible project for the City of Clermont! Respectfully Submitted, Shane Fernandez- AIA, NCARB, RCID, LEED-AP CEO- ABA Ethos Docusign Envelope ID: C871 FCBF-F724-4C96-9AE7-C2E2EA7762A8 VISION & ACTIVATION PLANNING PHASE 1.0 - COLLABORATIVE ACTIVATION Objectives: Define scope of work, schedule, program, stakeholder engagement, and overall items of coordination. Establish the project working relationship and collaboration potential with all community stakeholders. Identify data on all existing city assets with mission -critical community and regional initiatives that can be positively leveraged and bolstered. Key focus areas shall include regional sports/eco- tourism initiatives, parks and recreation, economic impact highlights, economic development/zoning, infrastructure expansion/improvements, parking/traffic circulation, urban density forecast, historic nodes, wellness stakeholder collaboration (health care/education), events (national/international) etc. Assess opportunities, needs, challenges strategies and missing pieces relative to a successful multi -layered approach to boost asset effectiveness and amplify collaborative activation across the City of Clermont. Prepare Activation Plan document complimented with conceptual design images to convey the overall strategic direction of the stakeholders that shall be used as a blueprint for synchronized long-term engagement. 1.1 Project Kick-off Forum Meeting (ABA ETHOS/CLIENT) Project Site Meet with Client staff to discuss project overview, program goals, roles, schedules and channels of communication. Review project scope, schedule and target outcomes with activation/design team. Identify Tier 1, Tier 2, Tier 3 stakeholder engagement strategies. Begin initial brainstorm on mission critical city asset identification. Define success for the City of Clermont regarding activation. Distribution of team action items and responsibilities. 1.2 IDENTIFICATION - Data Collection (ABA ETHOS/CLIENT) Data will be collected as it relates to existing assets and proposed developments to create a baseline understanding of the overall city-wide synergies. Existing information pertinent to the project scope of work will be gathered and distributed to all activation/design team members during this phase of the work by the Client. Review of existing asset documentation and initiation of Owner provided studies including but not limited to strategies involving regional sports/eco- tourism initiatives, parks and recreation, economic impact highlights, economic development/zoning, infrastructure expansion/improvements, parking/traffic circulation, urban density forecast, historic nodes, wellness stakeholder collaboration (health care/education), events (national & international) etc Design and coordination qualifications for the project and process created by ABA ETHOS are outlined in "APPENDIX -A" and incorporated herein by this reference. 1.3 ASSESSMENT - Current assets and future needs Memorandum of project goals and matrix of identified assets needed to reach the full potential of activation- submitted to Client for review and approval. Tracking log of items identified in Project Kickoff Meeting provided by Owner and status of each item (received/waiting on information). Identification of obstacles impeding forward momentum (physical, regulatory, political, funding, branding, etc) Prioritization of efforts and/or improvements needed to capitalize on mission critical efforts. Identification of Capital Building projects needed to support and complement goals identified by the stakeholders. List potential for Public Private Partnerships opportunities Complimentary Deep Dive assessments by specialty consultants for (under separate contract): Parks and Recreation Benchmarking- Potentially lead by NRPA Performing Arts Center/Arts & Recreation Center- Use, feasibility and rebranding Docusign Envelope ID: C871 FCBF-F724-4C96-9AE7-C2E2EA7762A8 1.4 DEFINING THE VISION AND COORDINATING ACTIVATION Issue Activation Plan document complimented with conceptual design images to convey the overall strategic direction of the stakeholders that shall be used as a blueprint for synchronized long-term engagement. Establish ACTIVATION PRIORITY LIST Projected Economic Impact Capital Building Requirements Collaborate with local CM or GC to establish conceptual budget ranges for top 3 priorities Synergistic Opportunities with other Assets National and International Events Timeline for engagement Associated stakeholders leading, advising, implementing each programmatic initiative Communicate Vision of conceptual synergies and improvements. Overall Conceptual Space/Circulation Plan of top 3 activation improvement nodes Building types/uses, trail types, and supporting ancillary structures Potential location of Facilities and adjacencies Estimated sizes and footprint configuration Adjacencies and Circulation Potential pedestrian and trail flow General Parking scope and locations Association with park and recreational amenities Future Expansion Opportunities Review of Transportation opportunities and challenges . Review of current and anticipated future traffic activation Project Planning Preliminary overall schedule addressing milestones for Funding, Design, Construction, and Phasing strategies for mission critical activation. Place Making Vision Boards Images of similar activation examples expressing the architectural, trail design, and urban design vocabulary of the vision 1.5 ABA ETHOS SITE VISITS Visit 1- Project Kick-off Meeting Visit 2- Tier-1 Stakeholder Forum and Data Collection Visit 3- Tier-2 Stakeholder Forum and Data Collection Visit 4- Tier 1 & 2 Assessment and Vision Forum Visit 5- Community Presentation Meeting Visit 6- Final Presentation Meeting Additional Site Visits as requested- refer to Section 1.7 NOTE: Labor, travel, lodging, meals, and all necessary expenses to fulfill the outlined site visits for ABA -Ethos team are reimbursable expenses. END OF VISION & ACTIVATION PLANNING SCOPE 1.6 FUTURE OPPORTUNITIES -Master Planning & Architectural Professional Design Services Upon availability of funding in the future, ABA ETHOS has a robust portfolio to assist in Master Planning and Professional Architectural services to execute identified capital building projects as needed. If the City of Clermont chooses to engage ABA Ethos for these initiatives, our team will issue to the Owner a formal contract for Professional Architectural and Engineering Design Services- AIA B 101- 2017 Standard Form of Agreement Between Owner and Architect. Docusign Envelope ID: C871 FCBF-F724-4C96-9AE7-C2E2EA7762A8 1.7 ADDITIONAL SERVICES Additional design services and/or site visits, if required and previously approved by Owner in writing, will be billed at our standard hourly rates listed herein under FEES and EXPENSES FEES and EXPENSES Fees for the Vision and Activation Planning Services within the proposed scope of work are outlined below. The fees are lump sum not to exceed totals indicated. SCOPE OF SERVICES FEE AMOUNT PHASE 1.1 Project Kick-off Forum Meeting (ABA Ethos/Client) Project Site $10,000 PHASE 1.2 Identification - Data Collection (ABA/Client) $15,000 PHASE 1.3 Assessment- Current assets and future needs $20,000 PHASE 1.4 Defining The Vision and Coordinating Activation $30,000 PHASE 1.5 Site Visits- Reimbursable not to exceed $25,000 combined $25,000 TOTAL $100,000 Suggested Allowances for additional consultants not in scope, if needed by the City of Clermont: Parks and Recreation Benchmarking- Potentially lead by NRPA $50,000 Performing Arts Center/Arts & Recreation Center- use, feasibility & rebranding $50,000 NOTE- ABA Ethos will act as Owners Representative for work associated with Specialty studies listed above. All Additional Services requested by the Owner/Client outside the outlined scope performed herein and agreed to in writing shall be billed as per the 2025 ABA -ETHOS HOURLY RATES AND EXPENSES SCHEDULE below 2025 ABA -ETHOS RATE/ HR. $ 250.00 -Principal Associate $ 155.00 Project Manager $ 135.00 Lead Designer $ 120.00 Lead Graphics $ 100.00 -Drafting/ Production $ 90.00 Clerical/ Administration $ 55.00 HOURLY RATES & EXPENSES SCHEDULE DIRECT EXPENSES/ ALLOWANCE • Flights based on coach fare rates • Car Rental (based on mid -size car rate, Applicable taxes, fees, insurance and fuel. • Accommodations (not to exceed $250/night) • Mileage paid at current irs rate per mi • Meals $50.00/per day allowance • Parkin Fees airport, garage, meters • Tolls • Printing/Du licatin /Plottin /Blue printing • Phone/Fax • Messenger • Postage/Federal Express • Graphics • Physical Models 4 Docusign Envelope ID: C871 FCBF-F724-4C96-9AE7-C2E2EA7762A8 BILLING Invoices will be submitted the I st of each month from ABA ETHOS's office and continuing through the contract period as established by the overall schedule agreed to by the Client. A retainer of $10,000 will be due upon execution of the contract and shall be credited back to the first invoice. EVENTS GUARANTEE If a Public Private Partnership can be identified, USA BMX will bring the USA BMX NATIONAL ACTION SPORTS CENTER to Clermont, Florida that will include facilities capable of hosting USA BMX Race National and Marque level events, USA BMX Freestyle National and Marque level events, and USA BMX Foundational programming impacting STEM education in regional schools and underserved youth. Additionally, the facility will be capable of hosting UCI- World Cup and World Championship international events. If the capable facilities are constructed, USA BMX will guarantee, within the framework of our various Marque level events, six (6) marque events in 10 years Note: An event guarantee does not preclude the rights fees ($25,000), obligations of the track (medical, refuse removal, etc) or any requirements within the USA BMX National Event process. ACCEPTANCE If this proposal meets with your approval, please sign and return to our office. When accepted, this proposal will serve as a mutual commitment between ABA ETHOS- Ilc and the City of Clermont for the above outlined services and fees. Work will be scheduled upon receipt of signed agreement. This proposal is valid for acceptance within 60 days from the date of issue. AGREED TO: ABA ETHOS, LLC By:� August 14, 2025 Shane Fernandez- AIA, NCARB, RCID, LEED-AP Date CEO- ABA ETHOS, LLC 490 N Lansing Ave E Tulsa, OK 74120 918-852-3035 sfernandez@usabmx.com Docusign Envelope ID: C871 FCBF-F724-4C96-9AE7-C2E2EA7762A8 APPENDIX A PROJECT ASSUMPTIONS The following assumptions shall apply (if applicable) to the proposed scope of work and submitted fees: • All written documents will be generated using Microsoft Word. • All spreadsheet documents will be generated using Microsoft Excel. • ABA ETHOS will retain specialty consultants as needed as an additional service: Civil, Landscape Architect, Interior Design, Structural Engineer, and MEP Engineer. Should the Client require additional engineering listed above, it will be at direct cost plus 10% coordination fee with client pre -approval. • Additional printing and plan sets, if required and approved, will be billed at our standard in-house, or out -of - house, duplication rates. • Data collected and methods used shall at a minimum be as follows: • Plan Processing Requirements - The Client shall outline for ABA -ETHOS and the design team the process required for the ultimate approval of all reports, plans, specifications, and cost estimates. If required, the Client shall provide ABA -ETHOS with any specific details, title blocks, specifications, and/or document formatting required by the Client. A Project Manager employed by the Client shall be provided to assist ABA -Ethos and the design team in the submittal and approval process during the entire duration of the project. • Budgeting - The Client shall inform ABA -Ethos of the proposed construction budget of this project. • Gather existing reports/studies/record drawings - The Client shall provide ABA -ETHOS with all available information for water, sewer, electrical, and irrigation prior to the site visit. The Client shall provide ABA - ETHOS and design team any available "as -built" plans/notes, all existing digital files for existing conditions (grades, facilities, past improvements), as well as a current site survey. • Coordination of Utilities - The Client shall provide ABA -ETHOS with addresses, phone numbers, and contacts for all utility companies servicing the site. This information shall be utilized to verify existing services and determine requirements to adequately serve the park development. The utility companies shall also be expected to provide underground utility locations critical to the project as well as describing any existing or future utility easements. Specific processing requirements shall be provided to ABA -ETHOS for each utility company involved in the project site. • OWNER/CLIENT Provided site regulatory Information includes but not limited to: ALTA and Topographic Survey (Min) Geotechnical Report - If a current geo-technical report is available, it it shall be a maximum of 1 year old. If the report is over 1 year old, the original firm preparing the report shall issue a letter testifying that the report is still valid and no corrections or updates need to be prepared for the report. The letter shall be dated within 30 days of ABA-ETHOS's receipt of the Geotechnical report. The report shall be completed and sealed by a Geotechnical Engineer registered in the state where the project site is located. At a minimum the report is to include the following; vicinity map of the project limits, plot plan/aerial showing location of borings, detailed description of the findings and recommendations, a detailed report of the laboratory tests performed, and an executive summary stating general findings and recommendations. Floodplain hazard areas- if applicable Environmental site assessments- if applicable Botanical surveys -if applicable Wetland analysis- if applicable Threatened and endangered species habitat assessments- if applicable PROJECT CONDITIONS • Client Approvals. A written request by the Client to commence each phase constitutes approval of prior design. Changes, directed and approved by Client requiring redesign and/or revisions during subsequent phases, will be considered as additional services and will be documented and billed on an hourly basis. Offsite Improvements: Responsibilities for the preparation and coordination of design or construction documents and exhibits for all off -site improvements not specifically outlined in this scope or work are not included in this fee proposal.