Agreement.pdf

00529810 September 2020

ARCHITECT/ENGINEERING AGREEMENT

THIS ARCHITECT/ENGINEERING AGREEMENT (“Agreement”), made and entered into as of this _____ day of _____________, 20__ (“Execution Date”), by and between the City of St. Petersburg, Florida (the “City”) and ________________________

(the “A/E”).

NOW THEREFORE in consideration of the promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the A/E agree as follows:

SECTION 1.0 – DEFINITIONS

1.1 “A/E” means ____________________________.

1.2 “A/E Representative” means any employee, agent, subcontractor, subconsultant, consultant, or other representative of the A/E.

1.3 “City” means the City of St. Petersburg, Florida.

1.4 “City’s Project Manager” means the individual designated in writing by the City as the City’s Project Manager.

1.5 “Day(s)” or “day(s)” means calendar days, unless otherwise set forth in this

Agreement.

1.6 “Deliverables” means all data, reports, design calculations, studies, permit documents, correspondence, design documents, the construction documents, and all other materials produced and developed by the A/E pursuant to this Agreement.

1.7 “Force Majeure Event” means an act of God, fire, explosion, power failure, flood, public health emergency, strike, labor troubles, riot or civil disturbance, war, terrorism, sabotage, insurrection, blockade, or embargo, or other reason of like nature not the fault of the party.

1.8 “Parties” means the City and the A/E.

1.9 “Project” means the _______________________________.

1.10 “Scope of Services” means those services set forth in Section 4.0 that are required to be performed by the A/E in accordance with the terms and conditions of this

Agreement.

1.11 “Work” means all the work to construct the Project that is required to be performed by the contractor pursuant to a construction agreement between the City and contractor.

SECTION 2.0 – TERM OF AGREEMENT

2.1 The A/E’s time of performance for the Scope of Services commences on the

Execution Date and ends when the A/E has completed the Scope of Services and provided all of the Deliverables required by and in accordance with this Agreement

(“Term”), unless this is earlier terminated as provided for herein.

SECTION 3.0 – REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGMENTS

3.1 The A/E is professionally qualified to provide the Scope of Services and is licensed to practice architecture or engineering in the State of Florida by all public entities having jurisdiction over the A/E and the Project.

3.2 The A/E is responsible for signing and sealing plans and specifications required by this Agreement.

3.3 The A/E shall maintain all necessary licenses, permits or other authorizations necessary to act as the A/E and which are required to provide the Scope of

Services during the Term.

3.4 The A/E will become familiar with the Project site(s) and the local conditions under which the Project will be designed, constructed, and operated.

3.5 The A/E shall exercise that degree of care and skill ordinarily exercised by members of the same profession and shall perform the Scope of Services using reasonable skill and judgment in accordance with sound business, ethical and professional standards.

3.6 The A/E represents that it has or will secure, at its own expense, all personnel required to perform the Scope of Services required by this Agreement.

3.7 The A/E warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the A/E to solicit or secure this

Agreement and that the A/E has not paid or agreed to pay any person, company corporation, individual, or firm, other than a bona fide employee working solely for the A/E any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement.

3.8 The A/E acknowledges that the A/E is responsible for the acts and omissions

(including negligent, reckless, or intentionally wrongful acts and omissions) of any

A/E Representative in the performance of the Scope of Services required by this

Agreement.

3.9 The A/E accepts the relationship of trust and confidence established between it and the City by this Agreement. The A/E covenants with the City to cooperate to furnish professional efforts during the Term that are consistent with reasonable professional practices and the best interest of the City.

3.10 The A/E is responsible for the professional quality, technical accuracy and the coordination of all Deliverables furnished, produced and developed by the A/E under this Agreement.

3.11 The A/E acknowledges that the City reserves the right to enter into agreements with other firms or entities to assist the City with its review of the Deliverables, any

Project component(s), and the Work.

3.12 The A/E acknowledges that the A/E shall prepare design Deliverables that can be constructed within the City’s budget for construction, which will be determined by the City in its sole and absolute discretion. The A/E shall monitor costs during the design of the Project and shall advise the City’s Project Manager immediately of any deviations from the City’s budget for construction. If at any time a cost estimate exceeds the City’s budget for construction, the A/E shall submit to the City’s Project

Manager a written explanation for the reasons for the overage and identify all options available to the City to bring the estimate back within the budget for construction. The City, in its sole and absolute discretion, will determine the option to be followed.

3.13 The A/E represents and warrants that it has the right to access and use all equipment, services, software, computer models, data, routines, technology, other intellectual property incident to providing the Scope of Services required by this

Agreement (collectively, the “Intellectual Property”). The A/E is responsible for any infringement or claim of infringement of any patent, trademark, copyright, trade secret, or other proprietary interest arising out of the A/E’s use of the Intellectual

Property.

3.14 The A/E hereby makes all certifications required under Florida Statute section

287.135.

SECTION 4.0 – SCOPE OF SERVICES

4.1 The detailed services that the A/E shall perform for the City are set forth in

Appendix A, which is attached hereto and made apart hereof.

4.2 If the detailed services are for (i) design or construction of a new Qualified

Municipal Building (as defined in Chapter 2, Article 5, Division 5 of the St.

Petersburg City Code), (ii) Substantial Modification (as defined in Chapter 2, Article

5, Division 5 of the St. Petersburg City Code) of an existing Qualified Municipal

Building, or (ii) design or construction of a new Qualified City Infrastructure Project

(as defined in Chapter 2, Article 5, Division 5 of the St. Petersburg City Code), A/E agrees to be subject to and shall comply with the applicable requirements for incorporating sustainable design and construction practices, as those requirements are set forth in Chapter 2, Article V, Division 5 of the St. Petersburg

City Code, as may be amended from time to time (“collectively “Green Certification

Requirements”). The applicable Green Certification Requirements are incorporated into this Agreement as A/E’s obligations under this Agreement.

Without limiting the generality of the foregoing, A/E shall appoint a qualified person and shall provide the required documentation in accordance with the applicable

Green Certification Requirements.

SECTION 5.0 – CITY’S RESPONSIBILITIES

5.1 The City shall provide all available information regarding the Project to the A/E and shall provide direction to the A/E consistent with the terms and conditions of this

Agreement.

SECTION 6.0 – COMPENSATION; INVOICE

6.1 Provided that the A/E faithfully performs its obligations contained in this

Agreement, the City hereby agrees to pay the A/E pursuant to the fees and costs set forth in Appendix B an amount not to exceed ______________________ dollars ($________________) (“Payment”). The Payment is inclusive of all out of pocket expenses, including but not limited to transportation, lodging, meals, materials, and documents required by this Agreement. The Payment may only be increased in strict accordance with this Agreement.

6.2 The A/E shall invoice the City on a monthly basis and the City shall pay the A/E within twenty (20) business days after receipt of such invoice (provided the A/E is in compliance with the terms and conditions of this Agreement). The monthly invoice must be in the form and contain the detail required by the City’s Project

Manager. In the event of a conflict between this section and the Local Government

Prompt Payment Act, the Local Government Prompt Payment Act controls.

SECTION 7.0 – NON-COMPENSATED SERVICES

7.1 The A/E will not be compensated for any services required to correct errors, omissions, or deficiencies in the Deliverables caused by the A/E or any A/E

Representative.

7.2 The A/E will not be compensated for any services required to bring any

Deliverable(s) in compliance with applicable Laws (e.g., Americans with

Disabilities Act and Florida Building Code) in effect at the time such Deliverable(s) was provided to the City in accordance with this Agreement.

7.3 If all responsive and responsible bids for the construction of the Work exceed the

City’s budget for construction by more than ten percent (10%), the A/E is responsible for all fees and costs associated with modifying any and all

Deliverables in order for the City to obtain a responsive and responsible bid within its budget for construction and for all fees and costs for assisting the City in rebidding the Project.

SECTION 8.0 – INDEMNIFICATION

8.1 The A/E shall indemnify and hold harmless the City, and its officers and employees, (collectively, the “Indemnified Parties”) from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the A/E or any

A/E Representative in the performance of this Agreement.

8.2 The provisions of this paragraph are independent of, and will not be limited by, any insurance required to be obtained by the A/E pursuant to this Agreement or otherwise obtained by the A/E.

SECTION 9.0 – INSURANCE

9.1 The A/E shall maintain the following types and amounts of insurance throughout the Term at its own expense:

9.1.1 Commercial General Liability insurance in an amount of at least One

Million Dollars ($1,000,000) per occurrence and Two Million Dollars

($2,000,000) aggregate in occurrences form. This policy must include coverage for bodily injury, property damage, personal and advertising injury, products and completed operations, and contractual liability under this Agreement.

9.1.2 Commercial Automobile Liability insurance of One Million Dollars

($1,000,000) combined single limit covering all owned, hired and non-owned vehicles.

9.1.3 Workers’ Compensation insurance as required by Florida law and

Employers’ Liability Insurance in an amount of at least One Hundred

Thousand Dollars ($100,000) each accident, One Hundred Thousand

Dollars ($100,000) per employee, and Five Hundred Thousand Dollars

($500,000) for all diseases.

9.1.4 Errors and Omissions or Professional Liability insurance appropriate to the A/E’s profession with a minimum limit of One Million Dollars

($1,000,000) per occurrence. If coverage is on a “Claims-Made” basis, it must include a retroactive date of coverage beginning no later than the

Execution Date and an extended reporting period of at least 90 days.

9.2 All the A/E’s insurance policies, except Workers’ Compensation and Errors and

Omissions or Professional Liability, must name the Indemnified Parties as additional insureds.

9.3 All policies must provide that the City will be provided notice at least thirty (30) days prior to any cancellation, reduction or material change in coverage.

9.4 The A/E shall provide the City with Certificates of Insurance on a standard ACORD form, or similar form acceptable to the City, reflecting all required coverage. At the

City’s request, the A/E shall provide copies of current policies with all applicable endorsements.

9.5 All insurance required must be on a primary and noncontributory basis and must be provided by responsible insurers licensed in the State of Florida and rated at least A- in the then current edition of AM Best’s Rating Services, or similar rating agency acceptable to the City.

9.6 If the insurance carried by the A/E has broader coverage than required in this

Agreement, then that broader coverage, including but not limited to additional insured requirements, is deemed to be the requirement in this Agreement. If the

A/E’s insurance limits are greater than the minimum limits set forth herein, then the

A/E’s insurance limits are deemed to be the required limits in this Agreement.

9.7 The A/E hereby waives all subrogation rights of its insurance carriers in favor of the Indemnified Parties. This provision is intended to waive fully, and for the benefit of the Indemnified Parties, any rights or claims which might give rise to a right of subrogation in favor of any insurance carrier.

9.8 The City reserves the right to change or alter the above insurance requirements as it deems necessary.

SECTION 10.0 – OWNERSHIP OF DELIVERABLES

10.1 The City solely owns all Deliverables, including the copyright and all other associated intellectual property rights, produced and developed by the A/E pursuant to the terms and conditions set forth in this Agreement. The A/E shall submit all Deliverables to the City prior to the City issuing final payment to the A/E.

10.2 The City acknowledges that the Deliverables are not intended or represented to be suitable for revision by the City, or others, for purposes other than that for the

Scope of Services which said Deliverables were prepared. Any reuse or modification of the Deliverables without written verification or adaptation by the A/E for the specific purpose intended will be at the City's sole risk and the A/E will not be liable or responsible for any claims arising from the City’s reuse or modification of the Deliverables without written verification or adaptation by the A/E.

SECTION 11.0 – SUBCONTRACTS

11.1 The A/E may hire or use subcontractors or subconsultants in connection with the performance of the A/E’s obligations under this Agreement. Unless context clearly indicates otherwise, the terms “subcontractor” and “subconsultant” are interchangeable in this Agreement, and the terms “subcontract agreement” and

“subconsulting agreement” are likewise interchangeable in this Agreement.

11.2 The A/E shall give advance notification to the City’s Project Manager of any proposed subcontract agreement or any change to any existing subcontract agreement. Such advance notice must include the following:

11.2.1 A description of the supplies or services called for by the subcontract or change to an existing subcontract.

11.2.2 Identification of the proposed subcontractor and an explanation of why and how the proposed subcontractor was selected.

11.2.3 The proposed subcontractor price.

11.3 The A/E is responsible for negotiating the terms and conditions of each subcontract agreement. The A/E is also solely responsible for ensuring that each subcontractor acts in a manner consistent with and in accordance with the terms and conditions of this Agreement. The A/E shall require each subcontractor to (i) obtain the same types and amount of insurance and comply with all insurance provisions that are required of the A/E pursuant to this Agreement and (ii) indemnify and hold harmless the Indemnified Parties to the same extent as the A/E under this

Agreement. The A/E’s retention of a subcontractor does not relieve the A/E of any of its duties, obligations, or representations under this Agreement.

11.4 The A/E may not change a subcontract agreement without the prior written consent of the City’s Project Manager. Any consent of the City’s Project Manager does not relieve the A/E from any obligations under this Agreement and does not constitute a waiver of any of the City’s rights under this Agreement. The City’s Project

Manager may, at its discretion, ratify in writing any such subcontract which will constitute the consent of the City’s Project Manager as required by this section

11.4.

SECTION 12.0 – DISPUTES

12.1 Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement, which is not disposed of by a supplemental agreement, will be decided by the City’s Project Manager, who shall provide a written decision to the A/E. The decision of the City’s Project Manager is final and conclusive, unless within fifteen (15) days from the date of receipt of such copy, the A/E mails or otherwise furnishes to the City’s Project Manager a written notice of dispute.

12.2 In the event a decision of the City’s Project Manager is the subject of a dispute, such dispute may be settled by appropriate legal proceeding or, if the Parties mutually agree in writing, through arbitration or administrative process. Pending any binding arbitrative or administrative decision, appeal, or judgment referred to in this Section or the settlement of any dispute arising under this Agreement, the

Parties shall proceed diligently with the performance of this Agreement.

12.3 Each party is responsible for its own costs and expenses, including legal fees, of any arbitration, administrative proceedings, appeal or suit prosecuted by either party.

SECTION 13.0 – SUSPENSION OF SERVICES

13.1 The City’s Project Manager may, at any time, by written order to the A/E, require the A/E to suspend, delay, or interrupt all or any part of the Scope of Services required by this Agreement. Any such order must be specifically identified as a suspension of services order (“Suspension of Services Order”). Upon receipt of a

Suspension of Services Order, the A/E shall forthwith comply with its terms and immediately cease incurrence of further costs and fees allocable to the services covered by the Suspension of Services Order during the period of stoppage of services. This includes the involvement of any and all subcontractual relationships.

13.2 If a Suspension of Services Order issued under this Section is canceled, the A/E shall resume the Scope of Services within fifteen (15) days after a Suspension of

Services Order is canceled. If an adjustment to the Scope of Services or any other term and condition of this Agreement is required due to a suspension of services pursuant to this Section, the Parties shall follow the Contract Adjustments (as defined herein) procedure as described in Section 18 of this Agreement. Failure to agree to any Contract Adjustments constitute a dispute concerning a question of fact pursuant to Section 12.

13.3 If a Suspension of Services Order is not canceled and this Agreement is terminated by the City for convenience, the City shall pay the A/E costs and fees for services performed up to the effective date of termination, provided such costs and fees are owed to the A/E pursuant to this Agreement. The A/E shall provide the City all completed or partially completed Deliverables prior to the receipt of payment for services performed up to the effective date of termination. The foregoing payment constitutes the A/E’s sole compensation in the event of termination of this

Agreement and the City will have no other liability to the A/E related to termination of this Agreement. Without limiting the generality of the foregoing, the City will have no liability to the A/E for lost profits or lost opportunity costs in the event of termination of this Agreement.

SECTION 14.0 – TERMINATION

14.1 TERMINATION FOR CONVENIENCE

14.1.1 The performance of the Scope of Services under this Agreement may be terminated in whole or in part by the City whenever for any reason the City’s Project Manager determines that such termination is in the best interest of the City. Additionally, the City may terminate this

Agreement as provided in Florida Statute section 287.135 and 448.095.

Termination will be effective fifteen (15) days after delivery to the A/E of a notice of termination specifying the extent to which performance of

Scope of Services under this Agreement is terminated.

14.1.2 Upon receipt of the notice of termination, the A/E shall, unless the notice of termination directs otherwise, immediately discontinue performance of the Scope of Services required by this Agreement and shall proceed to promptly cancel all existing orders and contracts insofar as such orders or contracts are chargeable to this Agreement.

14.1.3 The City shall pay the A/E costs and fees for services performed up to the effective date of termination, provided such costs and fees are owed to the A/E pursuant to this Agreement. The A/E shall provide the City all completed or partially completed Deliverables prior to the receipt of payment for services performed up to the effective date of termination.

The foregoing payment constitutes the A/E’s sole compensation in the event of termination of this Agreement by the City for convenience and the City will have no other liability to the A/E related to termination of this

Agreement by the City for convenience. Without limiting the generality of the foregoing, the City will have no liability to the A/E for lost profits or lost opportunity costs in the event of termination of this Agreement by the City for convenience.

14.2 TERMINATION FOR DEFAULT

14.2.1 The City may terminate this Agreement upon written notice to the A/E in the event the A/E defaults on any of the terms and conditions of this

Agreement and such failure continues for a period of thirty (30) days following notice from the City specifying the default; provided, however, that the City may immediately terminate this Agreement, without providing the A/E with notice of default or an opportunity to cure, if the

City determines that the A/E has failed to comply with any of the terms and conditions of this Agreement related to insurance coverage.

14.2.2 In the event of termination of this Agreement pursuant to Section 14.2, the City will not be obligated to make any further payment to the A/E hereunder until such time as the City has determined all costs, expenses, losses and damages which the City may have incurred as a result of such default by the A/E, whereupon the City will be entitled to set off all costs (including the cost to cover if the City procures similar services from another architect/ engineer), expenses, losses and damagers so incurred by the City against any amount due to the A/E under this Agreement.

14.3 Nothing contained in this Section 14.0 may be construed as limiting the City’s rights and remedies in the event of termination of this Agreement.

SECTION 15.0 – PROHIBITED INTEREST

15.1 No appointed or elected official or employee of the City may have any interest, direct or indirect, in this Agreement or the proceeds thereof.

SECTION 16.0 – FINDINGS CONFIDENTIAL

16.1 Subject to the requirement of Florida laws regarding public records and section

22.0 of this Agreement, all Deliverables produced or developed by the A/E or any

City data available to the A/E pursuant to this Agreement must not be made available to any individual or organization, other than the A/E or any A/E

Representative, by the A/E without prior written consent from the City.

SECTION 17.0 – GENERAL PROVISIONS

17.1 Should any section or portion of any section of this Agreement be rendered void, invalid or unenforceable by any court of law for any reason, such determination will not render void, invalid or unenforceable any other paragraph or portion of this

Agreement.

17.2 Each party to this Agreement that is not an individual represents and warrants to the other party that (i) it is a duly organized, qualified and existing entity authorized to do business under the laws of the State of Florida, and (ii) all appropriate authority exists so as to duly authorize the person executing this Agreement to so execute the same and fully bind the party on whose behalf he or she is executing.

17.3 The A/E may make no assignment of any of its rights, duties, or obligations under this Agreement without the City’s prior written consent, which consent may be withheld by the City Council in its sole and absolute discretion. Any assignment in violation of this section is void and of no effect.

17.4 This Agreement must be interpreted and construed in accordance with the laws of the State of Florida, and this Agreement inures to and is binding upon the Parties, their successors and assigns. Venue for any action brought in state court must be in Pinellas County, St. Petersburg Division. Venue for any action brought in federal court must be in the Middle District of Florida, Tampa Division, unless a division is created in St. Petersburg or Pinellas County, in which case the action must be brought in that division. The Parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction.

17.5 The A/E shall comply with all applicable federal, state, and local laws, ordinances, rules, and regulations; the federal and state constitutions; and orders and decrees of any lawful authorities having jurisdiction over the matter at issue (collectively, “Laws”), including those related to licensing and permitting, the Americans with

Disabilities Act, the Florida Building Code, Florida Statute section 448.095, and

Florida laws regarding public records. The A/E shall also comply with the City’s policies, procedures, and executive orders and with any technical standards provided to the A/E by the City.

17.6 This Agreement has been prepared by the City and reviewed by the A/E and its professional advisors. The City, the A/E and the A/E’s professional advisors believe that this Agreement expresses their agreement and that it should not be interpreted in favor of either the City or the A/E or against the City or the A/E merely because of their efforts in preparing it.

17.7 The headings are for convenience only and do not control or affect the meaning or construction of any of the provisions of this Agreement.

17.8 The A/E shall keep accurate books, records and documentation related to this

Agreement at the address for delivery of notices set forth in this Agreement. All such books, records and documentation must be kept by the A/E and must be open to examination, audit and copying by the City during the Term of this Agreement and for the retention periods set forth in the most recent General Records

Schedule GS1-SL for State and Local Government Agencies, following termination or expiration of this Agreement. The A/E shall bear the costs associated with the retention of books, records and documentation. Nothing in this section 17.8 may be construed to allow destruction of records that may be required to be retained longer by the statutes of the State of Florida.

17.9 All obligations and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement, including but not limited to those obligations and rights related to indemnification, survive such expiration or earlier termination.

17.10 This Agreement may be amended only in writing executed by the Parties.

17.11 This Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, whether oral or written, between them.

17.12 Each appendix to this Agreement, including attachments to an appendix and materials referenced in an appendix, is an essential part hereof and is incorporated herein by reference.

17.13 No term or condition of this Agreement will be deemed waived, and no breach of this Agreement excused, unless the waiver or consent is in writing signed by the party granting such waiver or consent.

17.14 In the event that either party is delayed in the performance of any act or obligation pursuant to or required by this Agreement by reason of a Force Majeure Event, the time for required completion of such act or obligation will be extended by the number of days equal to the total number of days, if any, that such party is actually delayed by such Force Majeure Event. The party seeking delay in performance shall give notice to the other party specifying the anticipated duration of the delay, and if such delay will extend beyond the duration specified in such notice, additional notice must be repeated no less than monthly so long as such delay due to a Force Majeure Event continues. Any party seeking delay in performance due to a Force Majeure Event shall use best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted.

17.15 The A/E shall not take any action that will result in a lien being placed against the

City or to any services or Deliverables being provided to the City. In the event the

City is placed on notice of an intent to lien or placed on notice of a lien by the A/E or any A/E Representative, the A/E will take immediate action at the A/E's expense to respectively prevent or remove and discharge the lien.

17.16 Subject to the requirements of Florida laws regarding public records, neither party may use the other party's name in conjunction with any endorsement, sponsorship, or advertisement without the prior written consent of the named party.

17.17 The obligations of the City as to any funding required pursuant to this Agreement are limited to an obligation in any given year to budget, appropriate and pay from legally available funds, after monies for essential City services have been budgeted and appropriated, sufficient monies for the funding that is required during that year. Notwithstanding the foregoing, the City is not be prohibited from pledging any legally available non-ad valorem revenues for any obligations heretofore or hereafter incurred, which pledge will be prior and superior to any obligation of the

City pursuant to this Agreement.

17.18 A/E shall make all Deliverables available to the City upon request. All Deliverables will be considered public records unless they are exempt from disclosure under

Florida laws regarding public records.

17.19 Time is of the essence of this Agreement and each of its provisions.

17.20 In the event of an inconsistency or conflict the following order of precedence governs: (i) this Agreement, exclusive of the appendices and the attachments to and materials referenced in an appendix; (ii) the appendices to this Agreement, exclusive of the attachments to and materials referenced in an appendix; (iii) the attachments to and materials referenced in the an appendix.

17.21 For purposes of this Agreement, any required written permission, consent, acceptance, approval, or agreement (“Approval”) by the City means the Approval of the Mayor or his authorized designee, unless otherwise set forth in this

Agreement or unless otherwise required to be exercised by the City Council pursuant to the City Charter or applicable Laws.

17.22 This Agreement may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts collectively constitute a single original Agreement. Additionally, each party is authorized to sign this Agreement electronically using any method authorized by applicable law or City policy, including any of the following: (i) a typed name on an electronic document; (ii) an image of a physical signature sent via email, fax, or other electronic transmission method; (iii) clicking a button to indicate agreement or acceptance in an electronic signature system; or (iv) a handwritten signature that is digitally captured on a touch device such as a tablet or smartphone.

SECTION 18.0 – CONTRACT ADJUSTMENTS

18.1 Either party may propose additions, deletions or modifications to the Scope of

Services (“Contract Adjustments”) in whatever manner such party determines to be reasonably necessary for the proper completion of the services. Proposals for

Contract Adjustments must be submitted to the non-requesting party on a form provided by the City. Contract Adjustments will be effectuated through written amendments to this Agreement signed by authorized representatives of the

Parties.

18.2 There will be no modification of the Payment on account of any Contract

Adjustment made necessary or appropriate as a result of the mismanagement, improper act, or other failure of the A/E or any A/E Representative to properly perform their obligations and functions under this Agreement.

18.3 Notwithstanding anything to the contrary contained in this Agreement, there will be no change in the Payment, the Term, or the Scope of Services except through a written amendment to this Agreement signed by authorized representatives of the

Parties.

SECTION 19.0 – NOTICE

19.1 Unless and to the extent otherwise provided in this Agreement, all notices, demands, requests for approvals and other communications which are required to be given by either party to the other must be in writing and will be deemed given and delivered on the date delivered in person, upon the expiration of five (5) days following the date mailed by registered or certified mail, postage prepaid, return receipt requested to the address provided below, or upon the date delivered by overnight courier (signature required) to the address provided below.

CITY:

City of St. Petersburg

Engineering & Capital Improvements Department

P. O. Box 2842

St. Petersburg, FL 33731

Attention: ________________________

Phone: _________________________

Fax: (727) 892-5476

Email: __________________________

A/E:

Attention: ________________________

Phone: _________________________

Fax: ____________________________

Email: __________________________

19.2 Either party may change its authorized representative or address for receipt of notices by providing the other with written notice of such change. The change will become effective five (5) days after receipt by the non-changing party of the written notice of change. Unless otherwise agreed to by the Parties in writing, electronic submission of notices does not relieve either party of the requirement to provide notice in writing as required in Section 19.1 above.

SECTION 20.0 – SCHEDULE

20.1 The A/E shall perform the Scope of Services in accordance with the schedule set forth in Appendix C, which is attached hereto and made apart hereof. Such schedule may be revised by the City’s Project Manager after consultation with the

A/E.

SECTION 21.0 – PERSONNEL

21.1 The A/E shall assign the key personnel to perform the Scope of Services in accordance with this Agreement. The A/E shall not, without the City’s prior written consent, transfer, reassign, redeploy or otherwise remove any key personnel;

provided, however, that removal of any key personnel due to their incapacity or termination does not constitute a violation of this Section. If any of the key personnel are incapacitated or are terminated, the A/E shall, within ten (10) days, replace such person with another person approved by the City and that is at least as well qualified as the person who initially performed that person’s role. The A/E shall provide for a transition period of at least one (1) week (or such shorter period of time approved by the City) during which time any key personnel being replaced shall familiarize their replacement(s) with the work required to be performed by the replacement(s). The A/E is solely responsible for all costs associated with replacement of key personnel. Without limiting the generality of the foregoing, if any change in key personnel causes a delay, the A/E is solely responsible for any and all of its increased costs associated with such delay.

21.2 The City may require the A/E to replace any persons performing the Scope of

Services, including but not limited to any A/E Representative, whom the City determines is not performing the Scope of Service to the City’s satisfaction. Before a written request is issued, authorized representatives of the City and the A/E will discuss the circumstance. Upon receipt of a written request from an authorized representative of the City, the A/E will be required to proceed with the replacement.

The replacement request will include the required replacement date and the reason for the replacement. The A/E shall use its best efforts to effectuate the replacement in a manner that does not degrade service quality. This Section will not be deemed to give the City the right to require the A/E to terminate a person’s employment. Rather, this Section is intended to give the City only the right to require that the A/E discontinue using persons in the performance of the Scope of

Services under this Agreement.

SECTION 22.0 – PUBLIC RECORDS

22.1 The A/E shall (i) keep and maintain public records (as defined in Chapter 119, Florida Statutes) required by the City to perform the services pursuant to this

Agreement; (ii) upon request from the City Clerk's Office, provide the City (at no cost to the City) with a copy 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 under Florida laws regarding public records or other applicable

Laws; (iii) ensure that public records in the A/E's possession that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by applicable Laws for the Term and after the expiration or earlier termination of this Agreement; and (iv) after the expiration or earlier termination of this Agreement, at the City's request, either transfer, at no cost, to the City all public records in the A/E's possession within ten (10) days following the City's request and/or keep and maintain any public records required by the City to perform the services pursuant to this Agreement. If the A/E transfers all public records to the City upon the expiration or earlier termination of this

Agreement, the A/E shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the A/E keeps and maintains public records upon the expiration or earlier termination of this Agreement, the A/E shall meet all applicable requirements for retaining public records in accordance with this Agreement and all applicable Laws. At the City's request, the A/E shall provide all electronically stored public records to the City in a format approved by the City.

22.2 IF THE A/E HAS QUESTIONS REGARDING THE APPLICATION OF

CHAPTER 119, FLORIDA STATUTES, AS TO THE A/E'S DUTY TO

PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,

CONTACT THE CITY CLERK'S OFFICE (THE CUSTODIAN OF

PUBLIC RECORDS) AT (727) 893-7448, CITY.CLERK@STPETE.ORG,

OR 175 FIFTH ST. N., ST. PETERSBURG FL 33701.

22.3 Nothing contained herein may be construed to affect or limit the A/E's obligations including but not limited to the A/E's obligations to comply with all other applicable

Laws and to maintain books and records pursuant to this Agreement.

[Signature page follows]

IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the day and date first above written.

A/E

Sign: ___________________________

Print: ___________________________

Title: ___________________________

CITY OF ST. PETERSBURG, FLORIDA

Sign: ___________________________

Print: Brejesh Prayman, P.E., ENV SP

Title: Director, Engineering & Capital

Improvements

ATTEST

City Clerk

(SEAL)

Approved as to Content and Form

City Attorney (Designee)

POWER OF EXECUTION

I,_________________________________________________, certify that I am the________________________________ of ________________________________, and am authorized to execute the Agreement on behalf of A/E. Under penalties of perjury, I declare that I have read this Power of Execution, and the facts or matters stated in it are true.

By: ___________________________

Date Executed: ____________________