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R2024-15 Architectural Services Continuing ContractsPage 1 of 9 CONTINUING CONTRACT FOR PROFESSIONAL SERVICES Architectural Services) THIS PROFESSIONAL SERVICES CONTRACT (“Contract”) is entered on 22nd day of February, 2024, by and between the Village of North Palm Beach, a Florida municipal corporation Village”) and CPZ Architects, Inc., a Florida corporation (“Consultant”). RECITALS WHEREAS, the Village issued a Request for Qualifications for General Architectural Consulting Services RFQ”), and the Consultant submitted a Qualification Statement in response to the RFQ; and WHEREAS, the Village wishes to retain the services of Consultant, and Consultant has agreed to provide Architectural Consulting Services to the Village pursuant to the terms and conditions of this Contract. NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, the sufficiency of which is hereby acknowledged by the parties, the Village and the Consultant agree as follows: SECTION 1: INCORPORATION OF RECITALS. The foregoing Recitals are incorporated into this Contract as true and correct statements. SECTION 2: CONSULTANT’S SERVICES AND COMPENSATION. Consultant shall provide Architectural Consulting Services to the Village on an as needed, non-exclusive basis as directed by the Village and as described in the RFQ for General Architectural Consulting Services. The terms of the RFQ and Consultant’s Qualification Statement are hereby incorporated by reference. The Village shall compensate Consultant for services performed in accordance with the rate schedule attached hereto as Exhibit “A” and incorporated herein by reference. In accordance with a request for services on special projects from the Village Manager or the Village Manager’s designee, Consultant will prepare a work order authorization including a specific scope of work and fee for services which shall be submitted to and approved by the Village Manager or the Village Manager’s designee prior to any work being conducted. Direct costs may be reimbursed by the Village if approved in advance and invoiced without markup. SECTION 3: INDEPENDENT CONTRACTOR RELATIONSHIP. No relationship of employer or employee is created by this Contract, it being understood that Consultant will act hereunder as an independent contractor and none of Consultant’s individual officers, directors, employees, independent contractors, representatives, or agents performing services for Consultant pursuant to this Contract shall have any claim under this Contract or otherwise against the Village for compensation of any kind. The relationship between the Village and Consultant is that of independent contractors, and neither shall be considered a joint venturer, partner, employee, agent, or representative of the other for any purpose expressly or by implication. SECTION 4: TERM, TIME, AND TERMINATION. a. Term. The term of this Contract shall commence upon the approval of this Contract by the Village Manager and shall continue for a three (3) year term or until either party terminates this Contract as set forth herein. This Contract may be extended for two (2) additional one-year terms upon mutual consent of Consultant and the Village. b. Time for Completion. Time is of the essence in the performance of this Contract. Upon direction from the Village, Consultant shall carry out its duties and responsibilities as expeditiously as possible. c. Force Majeure. Neither party hereto shall be liable for its failure to perform hereunder due to any circumstances beyond its reasonable control, such as acts of God, wars, riots, national emergencies, DocuSign Envelope ID: 804FCA22-57C1-4DB5-8618-6845638D8456 Page 2 of 9 sabotage, strikes, labor disputes, accidents, and governmental laws, ordinances, rules, or regulations. Consultant or Village may suspend its performance under this Contract as a result of a force majeure without being in default of this Contract, but upon the removal of such force majeure, Consultant or Village shall resume its performance as soon as is reasonably possible. Upon Consultant’s request, the Village shall consider the facts and extent of any failure to perform the services and, if the Consultant’s failure to perform was without its or its subconsultants’ fault or negligence, the schedule and/or any other affected provision of this Contract may be revised accordingly, subject to the Village’s rights to change, terminate, or stop any or all of the services at any time. No extension shall be made for delay occurring more than three (3) days before a notice of delay or claim therefore is made in writing to the Village. In the case of continuing cause of delay, only one (1) notice of delay or claim is necessary. d. Termination. Either party may terminate this Contract at any time with or without cause by giving not less than ten (10) days’ written notice of termination. e. Early Termination. If this Contract is terminated before the completion of all services approved through the issuance of a work order authorization, Consultant shall: 1. Stop services on the date and to the extent specified including without limitation services of any subconsultants; and 2. Transfer all work in progress, completed work, and other materials related to the terminated services to the Village in the format acceptable to Village. f. Effect of Termination. Termination of this Contract shall not affect any rights, obligations, and liabilities of the parties arising out of transactions which occurred prior to termination. Notwithstanding the foregoing, the parties acknowledge and agree that the Village is a municipal corporation and political subdivision of the state of Florida, and as such, this Contract is subject to budgeting and appropriation by the Village of funds sufficient to pay the costs associated herewith in any fiscal year of the Village. Notwithstanding anything in this Contract to the contrary, in the event that no funds are appropriated or budgeted by the Village’s governing board in any fiscal year to pay the costs associated with the Village’s obligations under this Contract, or in the event the funds budgeted or appropriated are, or are estimated by the Village to be, insufficient to pay the costs associated with the Village’s obligations hereunder in any fiscal period, then the Village will notify Consultant of such occurrence and either the Village or Consultant may terminate this Contract by notifying the other in writing, which notice shall specify a date of termination no earlier than twenty-four (24) hours after giving of such notice. Termination in accordance with the preceding sentence shall be without penalty or expense to the Village of any kind whatsoever; however, Village shall pay Consultant for all services performed under this Contract through the date of termination. SECTION 5: COMPENSATION. a. Payments. The Village agrees to compensate the Consultant in accordance with the rate schedule set forth in Exhibit “A.” The total compensation payable by the Village to Consultant during any fiscal year shall not exceed Fifty Thousand Dollars ($50,000.00). The Village shall not reimburse the Consultant for any additional costs incurred as a direct or indirect result of Consultant providing services to the Village under this Contract which exceed the amount set forth above, unless prior written approval has been obtained by the Consultant. b. Invoices. Consultant shall render monthly invoices to the Village for services that have been rendered in conformity with this Contract in the previous month. The invoices shall specify the services performed and the time spent on the same. All reimbursable expenses shall also be clearly identified on the invoice with supporting documentation. Invoices will normally be paid within thirty (30) days following the Village’s receipt of the Consultant’s invoice. DocuSign Envelope ID: 804FCA22-57C1-4DB5-8618-6845638D8456 Page 3 of 9 SECTION 6: INDEMNIFICATION. a. Consultant, its officers, employees, and agents shall indemnify and hold harmless the Village, including its officers and employees from liabilities, damages, losses, and costs, including reasonable attorney's fees (at the trial and appellate levels), to the extent caused by the negligence, recklessness or intentionally wrongful conduct of Consultant and other persons employed or utilized by Consultant in the performance of the services under this Contract. The Village agrees to be responsible for its own negligence. b. Nothing contained in this Contract shall create a contractual relationship with or a cause of action in favor of a third party against either the Village or Consultant, nor shall this Contract be construed as a waiver of sovereign immunity for the Village beyond the waiver provided in section 768.28, Florida Statutes. SECTION 7: COMPLIANCE AND DISQUALIFICATION. Each of the parties agrees to perform its responsibilities under this Contract in conformance with all laws, regulations and administrative instructions that relate to the parties’ performance of this Contract. SECTION 8: PERSONNEL. a. Consultant represents that it has, or will secure at its own expense, all necessary personnel required to perform the services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the Village. All services required hereunder shall be performed by Consultant or under its supervision, and all personnel engaged in performing the services shall be fully qualified and authorized or permitted under federal, state, and local law to perform such services. b. It is intended by the parties to this Contract that Consultant’s services in connection with any project authorized pursuant to this Contract shall not subject Consultant’s individual employees, officers, or directors to any personal legal exposure for the risks associated with the project. The Village agrees that, as the Village’s sole and exclusive remedy, any claim, demand, or suit shall be directed and/or asserted only against Consultant, a Florida corporation, and not against any of Consultant’s employees, officers, or directors. c. PURSUANT TO SECTION 558.0035, FLORIDA STATUTES, CONSULTANT’S CORPORATION IS THE RESPONSIBLE PARTY FOR THE PROFESSIONAL SERVICES CONSULTANT AGREES TO PROVIDE UNDER THIS CONTRACT. NO PROFESSIONAL EMPLOYEE, AGENT, DIRECTOR, OFFICER, OR PRINCIPAL MAY BE INDIVIDUALLY LIABLE FOR NEGLIGENCE ARISING OUT OF THIS CONTRACT. SECTION 9: SUB-CONSULTANTS. The Village reserves the right to accept the use of a sub-consultant or to reject the selection of a particular sub-consultant and approve all qualifications of any sub-consultant in order to make a determination as to the capability of the sub-consultant to perform properly under this Contract. All sub-consultants providing professional services to Consultant under this Contract will also be required to provide their own insurance coverage identical to those contained in this Contract. If a sub-consultant does not have insurance or does not meet the insurance limits as stated in this Contract, Consultant shall indemnify and hold harmless the Village for any claim in excess of the sub-consultant’s insurance coverage, arising out of the negligent acts, errors, or omissions of the sub-consultant. Consultant shall not charge an administrative fee or surcharge on any sub-consultant’s services; all sub-consultant costs shall be a direct pass-through cost to the Village. DocuSign Envelope ID: 804FCA22-57C1-4DB5-8618-6845638D8456 Page 4 of 9 SECTION 10: FEDERAL AND STATE TAX. The Village is exempt from payment of Florida State Sales and Use Tax. The Consultant is not authorized to use the Village’s Tax Exemption Number. SECTION 11: INSURANCE. a. Prior to commencing any services, the Consultant shall provide proof of insurance coverage as required hereunder. Such insurance policy(s) shall be issued by the United States Treasury or insurance carriers approved and authorized to do business in the State of Florida, and who must have a rating of no less than “excellent” by A.M. Best or as mutually agreed upon by the Village and the Consultant. All such insurance policies may not be modified or terminated without the express written authorization of the Village. Type of Coverage Amount of Coverage Professional liability/ $1,000,000 per occurrence Errors and Omissions Commercial general liability $1, 000,000 per occurrence Products/completed operations Contractual, insurance broad form property, Independent Consultant, personal injury) $2,000,000 annual aggregate Automobile (owned, non-owned, & hired) $500,000 per occurrence Employer’s Liability $100,000 per occurrence Worker’s Compensation Statutory limits b. The commercial general liability and automobile policies will name the Village as an additional insured and proof of all insurance coverage shall be furnished to the Village by way of an endorsement to same or certificate of insurance prior to the provision of services. The certificates shall clearly indicate that Consultant has obtained insurance of the type, amount, and classification as required for strict compliance with this section. Failure to comply with the foregoing requirements shall not relieve Consultant of its liability and obligations under this Contract. c. Consultant hereby waives any and all rights to subrogation against the Village, its officers, employees, and agents for each required policy. When required by the insurer, or should a policy condition not permit an insured to enter into a pre-loss Contract to waive subrogation without an endorsement, then Consultant shall agree to notify the insurer and request the policy be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of Subrogation requirement shall not apply to any policy, which a condition to the policy specifically prohibits such an endorsement, or voids coverage should Consultant enter into such a Contract on a pre-loss basis. SECTION 12: SUCCESSORS AND ASSIGNS. The Village and the Consultant each binds itself and its partners, successors, executors, administrators, and assigns to the other party of this Contract and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this Contract. Except as agreed in writing by all parties, this Contract is not assignable. SECTION 13: GOVERNING LAW, VENUE AND REMEDIES. This Contract shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Contract will be held in Palm Beach County. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial DocuSign Envelope ID: 804FCA22-57C1-4DB5-8618-6845638D8456 Page 5 of 9 exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. SECTION 14: WAIVER OF JURY TRIAL. TO ENCOURAGE PROMPT AND EQUITABLE RESOLUTION OF ANY LITIGATION, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A TRIAL BY JURY IN ANY LITIGATION RELATED TO THIS CONTRACT. SECTION 15: ACCESS AND AUDITS. Consultant shall maintain adequate records to justify all payments made by the Village under this Contract for at least three (3) years after completion of this Contract and longer if required by applicable federal or state law. The Village shall have access to such books, records, and documents as required in this section for the purpose of inspection or audit during normal business hours, at the Consultant’s place of business. In no circumstances will Consultant be required to disclose any confidential or proprietary information regarding its products and service costs. SECTION 16: NONDISCRIMINATION. Consultant warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, disability, sex, age, national origin, ancestry, marital status, or sexual orientation. SECTION 17: AUTHORITY TO PRACTICE. Consultant hereby represents and warrants that it has and will continue to maintain all licenses and approvals required to conduct its business and provide the services required under this Contract, and that it will at all times conduct its business and provide the services under this Contract in a reputable manner. Proof of such licenses and approvals shall be submitted to the Village upon request. SECTION 18: SEVERABILITY. If any term or provision of this Contract, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, to remainder of this Contract, or the application of such terms or provision, to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Contract shall be deemed valid and enforceable to the extent permitted by law. SECTION 19: CONVICTED VENDOR LIST/BOYCOTT OF ISRAEL. As provided in section 287.135, Florida Statutes, Consultant certifies that it and any authorized sub-consultants are not participating in a boycott of Israel. The Consultant further certifies that it and its affiliates have not been placed on the Convicted Vendor List under section 287.133, Florida Statutes. The Village and the Consultant agree that the Village shall have the right to immediately terminate this Contract if the Consultant, its authorized sub- consultants or affiliates are placed on the Scrutinized Companies that Boycott Israel List, are engaged in a boycott of Israel, or are placed on the Convicted Vendor List maintained by the State of Florida. SECTION 20: NOTICE. All notices required in this Contract shall be sent by hand-delivery, certified mail RRR), or by nationally recognized overnight courier, and if sent to the VILLAGE shall be sent to: Village of North Palm Beach Attn: Village Manager 501 US Highway 1 North Palm Beach, FL 33408 and if sent to the Consultant, shall be sent to: CPZ Architects, Inc. Attn: Chris P. Zimmerman, President 1601 Belvedere Road, Suite 305-S West Palm Beach, FL 33406 DocuSign Envelope ID: 804FCA22-57C1-4DB5-8618-6845638D8456 Page 6 of 9 The foregoing names and addresses may be changed if such change is provided in writing to the other party. Notice shall be deemed given upon receipt. SECTION 21: ENTIRETY OF CONTRACT. The Village and Consultant agree that this Contract sets forth the entire Contract between the parties, and that there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this Contract may be added to, modified, superseded, or otherwise altered, except by written instrument executed by the parties hereto. SECTION 22: WAIVER. Failure of a party to enforce or exercise any of its right(s) under this Contract shall not be deemed a waiver of that parties’ right to enforce or exercise said right(s) at any time thereafter. SECTION 23: PREPARATION AND NON-EXCLUSIVITY. This Contract shall not be construed more strongly against either party regardless of who was more responsible for its preparation. This is a non- exclusive Contract and the Village reserves the right to contract with individuals or firms to provide the same or similar services. SECTION 24: MATERIALITY. All provisions of the Contract shall be deemed material. In the event Consultant fails to comply with any of the provisions contained in this Contract or exhibits, amendments and addenda attached hereto, said failure shall be deemed a material breach of this Contract and Village may at its option provide notice to Consultant to terminate for cause. SECTION 25: LEGAL EFFECT. This Contract shall not become binding and effective until approved by the Village. The Effective Date is the date this Contract is executed by the Village. SECTION 26: NOTICE OF COMPLAINTS, SUITS, AND REGULATORY VIOLATIONS. Each party will promptly notify the other of any complaint, claim, suit, or cause of action threatened or commenced against it which arises out of or relates, in any manner, to the performance of this Contract. Each party agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit in which either party is named, and shall do nothing to impair or invalidate any applicable insurance coverage. SECTION 27: SURVIVABILITY. Any provision of this Contract which is of a continuing nature or imposes an obligation which extends beyond the term of this Contract shall survive its expiration or earlier termination. SECTION 28: COUNTERPARTS. This Contract may be executed in one or more counterparts, each of which shall be deemed an original, and will become effective and binding upon the parties as of the effective date at such time as all the signatories hereto have signed a counterpart of this Contract. SECTION 29: PALM BEACH COUNTY IG. In accordance with Palm Beach County ordinance number 2011-009, the CONSULTANT acknowledges that this Contract may be subject to investigation and/or audit by the Palm Beach County Inspector General. The CONSULTANT has reviewed Palm Beach County ordinance number 2011-009 and is aware of its rights and/or obligations under such ordinance. SECTION 30: CONTRACT DOCUMENTS AND CONTROLLING PROVISIONS. This Contract consists of this Contract and Exhibit, the Request for Qualifications, and Consultant’s Qualification Statement. The parties agree to be bound by all the terms and conditions set forth in the aforementioned documents. To the extent that there exists a conflict among the terms of the documents, such conflict shall be resolved in the following Order: this Contract and Exhibit, the Request for Qualifications, and Consultant’s Qualification Statement. Wherever possible, the provisions of such documents shall be construed in such a manner as to avoid conflicts between provisions of the various documents. DocuSign Envelope ID: 804FCA22-57C1-4DB5-8618-6845638D8456 Page 7 of 9 SECTION 31: OWNERSHIP OF DELIVERABLES. The deliverables, work product, specifications, calculations, supporting documents, or other work products prepared by Consultant pursuant to this Contract shall become the property of the Village upon delivery. Consultant may keep copies or samples thereof and shall have the right to use same. The Village accepts sole responsibility for the reuse of any such documents in a manner other than as initially intended or for any use of incomplete documents. SECTION 32: REPRESENTATIONS AND BINDING AUTHORITY. By signing this Contract, on behalf of Consultant, the undersigned hereby represents to the Village that he or she has the authority and full legal power to execute this Contract and any and all documents necessary to effectuate and implement the terms of this Contract on behalf of Consultant for whom he or she is signing and to bind and obligate such party with respect to all provisions contained in this Contract. SECTION 33: PUBLIC RECORDS. Consultant shall comply with Florida’s Public Records Act, Chapter 119, Florida Statutes, and, if determined to be acting on behalf of the Village as provided under section 119.011(2), Florida Statutes, specifically agrees to: a) Keep and maintain public records required by the Village to perform the service. b) Upon request from the Village’s custodian of public records or designee, provide the Village 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 in Chapter 119, Florida Statutes, 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 for the duration of this Contract and following completion of this Contract if Consultant does not transfer the records to the Village. d) Upon completion of this Contract, transfer, at no cost, to the Village all public records in possession of the Consultant or keep and maintain public records required by the Village to perform the service. If Consultant transfers all public records to the Village upon completion of the Contract, Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Consultant keeps and maintains public records upon completion of the Contract, Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Village, upon request from the Village’s custodian of public records or designee, in a format that is compatible with the information technology systems of the Village. IF CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, PLEASE CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT THE VILLAGE OF NORTH PALM BEACH AT: (561) 841-3355; NPBCLERK@VILLAGE-NPB.ORG; OR 501 U.S. HIGHWAY ONE, NORTH PALM BEACH, FL 33408. SECTION 34: NO THIRD-PARTY BENEFICIARIES. There are no third party beneficiaries under this Contract. SECTION 35: E-VERIFY. Consultant warrants and represents that Consultant and all sub-consultants are in compliance with Section 448.095, Florida Statutes, as may be amended. Consultant has registered to use, and shall continue to use, the E-Verify System (E-Verify.gov) to electronically verify the employment eligibility of newly hired employees and has received an affidavit from each sub-consultant stating that the sub-consultant does not employ, contract with or subcontract with an unauthorized alien. If the Village has DocuSign Envelope ID: 804FCA22-57C1-4DB5-8618-6845638D8456 Page 8 of 9 Digitally signed by DN: CN=Christoph dnQualifier=A0141 O=CPZ ARCHITEC Reason: I am appr Date: 2024.03.15 a good faith belief that Consultant has knowingly violated Section 448.09(1), Florida Statutes, the Village shall terminate this Contract pursuant to Section 448.095(2), Florida Statutes, as may be amended. If the Village has a good faith belief that a sub-consultant has knowingly violated Section 448.09(1), Florida Statutes, but Consultant has otherwise complied, it shall notify Consultant, and Consultant shall immediately terminate its Contract with the sub-consultant. IN WITNESS WHEREOF, the parties hereto have made and executed this Continuing Contract for Professional Architectural Services as of the day and year set forth above. VILLAGE OF NORTH PALM BEACH: By: Charles D. Huff, Village Manager CONSULTANT: CPZ ARCHITECTS, INC. By: Christopher P Christopher P Zimmerman er P Zimmerman, 0C0000018CEB163C57001BC3D5, TS INC., C=US oving this document 07:34:16-04'00' Print Name: Chris P. Zimmerman Title: President erman _ DocuSign Envelope ID: 804FCA22-57C1-4DB5-8618-6845638D8456 Page 9 of 9 EXHIBIT “A” DocuSign Envelope ID: 804FCA22-57C1-4DB5-8618-6845638D8456 CPZ CPZ ARCHITECTS, INC. 4316 WEST BROWARD BOULEVARD PLANTATION, FLORIDA 33317 200 N. EL MAR DRIVE, SUITE 201B, JENSEN BEACH, FLORIDA 34957 TEL (954) 792-8525 AA# 26000685 WWW.CPZARCHITECTS.COM Hourly Rates CPZ Architects, Inc. Fee Schedule by hourly rates January 1, 2024 Project Team Personnel Hourly Rates CPZ Architects, Inc. Principal $285 per hour Architect $255 per hour Senior Project Manager $200 per hour Project Manager $185 per hour Architectural Associate 3 $140 per hour Architectural Associate 2 $130 per hour Architectural Associate 1 $110 per hour Administration $ 95 per hour Page 1 of 9 CONTINUING CONTRACT FOR PROFESSIONAL SERVICES Architectural Services) THIS PROFESSIONAL SERVICES CONTRACT (“Contract”) is entered on 22nd day of February, 2024, by and between the Village of North Palm Beach, a Florida municipal corporation (“Village”) and REG Architects, Inc., a Florida corporation (“Consultant”). RECITALS WHEREAS, the Village issued a Request for Qualifications for General Architectural Consulting Services RFQ”), and the Consultant submitted a Qualification Statement in response to the RFQ; and WHEREAS, the Village wishes to retain the services of Consultant, and Consultant has agreed to provide Architectural Consulting Services to the Village pursuant to the terms and conditions of this Contract. NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, the sufficiency of which is hereby acknowledged by the parties, the Village and the Consultant agree as follows: SECTION 1: INCORPORATION OF RECITALS. The foregoing Recitals are incorporated into this Contract as true and correct statements. SECTION 2: CONSULTANT’S SERVICES AND COMPENSATION. Consultant shall provide Architectural Consulting Services to the Village on an as needed, non-exclusive basis as directed by the Village and as described in the RFQ for General Architectural Consulting Services. The terms of the RFQ and Consultant’s Qualification Statement are hereby incorporated by reference. The Village shall compensate Consultant for services performed in accordance with the rate schedule attached hereto as Exhibit “A” and incorporated herein by reference. In accordance with a request for services on special projects from the Village Manager or the Village Manager’s designee, Consultant will prepare a work order authorization including a specific scope of work and fee for services which shall be submitted to and approved by the Village Manager or the Village Manager’s designee prior to any work being conducted. Direct costs may be reimbursed by the Village if approved in advance and invoiced without markup. SECTION 3: INDEPENDENT CONTRACTOR RELATIONSHIP. No relationship of employer or employee is created by this Contract, it being understood that Consultant will act hereunder as an independent contractor and none of Consultant’s individual officers, directors, employees, independent contractors, representatives, or agents performing services for Consultant pursuant to this Contract shall have any claim under this Contract or otherwise against the Village for compensation of any kind. The relationship between the Village and Consultant is that of independent contractors, and neither shall be considered a joint venturer, partner, employee, agent, or representative of the other for any purpose expressly or by implication. SECTION 4: TERM, TIME, AND TERMINATION. a. Term. The term of this Contract shall commence upon the approval of this Contract by the Village Manager and shall continue for a three (3) year term or until either party terminates this Contract as set forth herein. This Contract may be extended for two (2) additional one-year terms upon mutual consent of Consultant and the Village. b. Time for Completion. Time is of the essence in the performance of this Contract. Upon direction from the Village, Consultant shall carry out its duties and responsibilities as expeditiously as possible. c. Force Majeure. Neither party hereto shall be liable for its failure to perform hereunder due to any circumstances beyond its reasonable control, such as acts of God, wars, riots, national emergencies, DocuSign Envelope ID: AC9A1526-45E3-42E4-87F3-71DCB39206B2 Page 2 of 9 sabotage, strikes, labor disputes, accidents, and governmental laws, ordinances, rules, or regulations. Consultant or Village may suspend its performance under this Contract as a result of a force majeure without being in default of this Contract, but upon the removal of such force majeure, Consultant or Village shall resume its performance as soon as is reasonably possible. Upon Consultant’s request, the Village shall consider the facts and extent of any failure to perform the services and, if the Consultant’s failure to perform was without its or its subconsultants’ fault or negligence, the schedule and/or any other affected provision of this Contract may be revised accordingly, subject to the Village’s rights to change, terminate, or stop any or all of the services at any time. No extension shall be made for delay occurring more than three (3) days before a notice of delay or claim therefore is made in writing to the Village. In the case of continuing cause of delay, only one (1) notice of delay or claim is necessary. d. Termination. Either party may terminate this Contract at any time with or without cause by giving not less than ten (10) days’ written notice of termination. e. Early Termination. If this Contract is terminated before the completion of all services approved through the issuance of a work order authorization, Consultant shall: 1. Stop services on the date and to the extent specified including without limitation services of any subconsultants; and 2. Transfer all work in progress, completed work, and other materials related to the terminated services to the Village in the format acceptable to Village. f. Effect of Termination. Termination of this Contract shall not affect any rights, obligations, and liabilities of the parties arising out of transactions which occurred prior to termination. Notwithstanding the foregoing, the parties acknowledge and agree that the Village is a municipal corporation and political subdivision of the state of Florida, and as such, this Contract is subject to budgeting and appropriation by the Village of funds sufficient to pay the costs associated herewith in any fiscal year of the Village. Notwithstanding anything in this Contract to the contrary, in the event that no funds are appropriated or budgeted by the Village’s governing board in any fiscal year to pay the costs associated with the Village’s obligations under this Contract, or in the event the funds budgeted or appropriated are, or are estimated by the Village to be, insufficient to pay the costs associated with the Village’s obligations hereunder in any fiscal period, then the Village will notify Consultant of such occurrence and either the Village or Consultant may terminate this Contract by notifying the other in writing, which notice shall specify a date of termination no earlier than twenty-four (24) hours after giving of such notice. Termination in accordance with the preceding sentence shall be without penalty or expense to the Village of any kind whatsoever; however, Village shall pay Consultant for all services performed under this Contract through the date of termination. SECTION 5: COMPENSATION. a. Payments. The Village agrees to compensate the Consultant in accordance with the rate schedule set forth in Exhibit “A.” The total compensation payable by the Village to Consultant during any fiscal year shall not exceed Fifty Thousand Dollars ($50,000.00). The Village shall not reimburse the Consultant for any additional costs incurred as a direct or indirect result of Consultant providing services to the Village under this Contract which exceed the amount set forth above, unless prior written approval has been obtained by the Consultant. b. Invoices. Consultant shall render monthly invoices to the Village for services that have been rendered in conformity with this Contract in the previous month. The invoices shall specify the services performed and the time spent on the same. All reimbursable expenses shall also be clearly DocuSign Envelope ID: AC9A1526-45E3-42E4-87F3-71DCB39206B2 Page 3 of 9 identified on the invoice with supporting documentation. Invoices will normally be paid within thirty (30) days following the Village’s receipt of the Consultant’s invoice. SECTION 6: INDEMNIFICATION. a. Consultant, its officers, employees, and agents shall indemnify and hold harmless the Village, including its officers and employees from liabilities, damages, losses, and costs, including reasonable attorney's fees (at the trial and appellate levels), to the extent caused by the negligence, recklessness or intentionally wrongful conduct of Consultant and other persons employed or utilized by Consultant in the performance of the services under this Contract. The Village agrees to be responsible for its own negligence. b. Nothing contained in this Contract shall create a contractual relationship with or a cause of action in favor of a third party against either the Village or Consultant, nor shall this Contract be construed as a waiver of sovereign immunity for the Village beyond the waiver provided in section 768.28, Florida Statutes. SECTION 7: COMPLIANCE AND DISQUALIFICATION. Each of the parties agrees to perform its responsibilities under this Contract in conformance with all laws, regulations and administrative instructions that relate to the parties’ performance of this Contract. SECTION 8: PERSONNEL. Consultant represents that it has, or will secure at its own expense, all necessary personnel required to perform the services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the Village. All services required hereunder shall be performed by Consultant or under its supervision, and all personnel engaged in performing the services shall be fully qualified and authorized or permitted under federal, state, and local law to perform such services. SECTION 9: SUB-CONSULTANTS. The Village reserves the right to accept the use of a sub-consultant or to reject the selection of a particular sub-consultant and approve all qualifications of any sub-consultant in order to make a determination as to the capability of the sub-consultant to perform properly under this Contract. All sub-consultants providing professional services to Consultant under this Contract will also be required to provide their own insurance coverage identical to those contained in this Contract. If a sub-consultant does not have insurance or does not meet the insurance limits as stated in this Contract, Consultant shall indemnify and hold harmless the Village for any claim in excess of the sub-consultant’s insurance coverage, arising out of the negligent acts, errors, or omissions of the sub-consultant. Consultant shall not charge an administrative fee or surcharge on any sub-consultant’s services; all sub-consultant costs shall be a direct pass-through cost to the Village. SECTION 10: FEDERAL AND STATE TAX. The Village is exempt from payment of Florida State Sales and Use Tax. The Consultant is not authorized to use the Village’s Tax Exemption Number. SECTION 11: INSURANCE. a. Prior to commencing any services, the Consultant shall provide proof of insurance coverage as required hereunder. Such insurance policy(s) shall be issued by the United States Treasury or insurance carriers approved and authorized to do business in the State of Florida, and who must have a rating of no less than “excellent” by A.M. Best or as mutually agreed upon by the Village and the Consultant. All such insurance policies may not be modified or terminated without the express written authorization of the Village. DocuSign Envelope ID: AC9A1526-45E3-42E4-87F3-71DCB39206B2 Page 4 of 9 Type of Coverage Amount of Coverage Professional liability/ $1,000,000 per occurrence Errors and Omissions Commercial general liability $1, 000,000 per occurrence Products/completed operations Contractual, insurance broad form property, Independent Consultant, personal injury) $2,000,000 annual aggregate Automobile (owned, non-owned, & hired) $500,000 per occurrence Employer’s Liability $100,000 per occurrence Worker’s Compensation Statutory limits b. The commercial general liability and automobile policies will name the Village as an additional insured and proof of all insurance coverage shall be furnished to the Village by way of an endorsement to same or certificate of insurance prior to the provision of services. The certificates shall clearly indicate that Consultant has obtained insurance of the type, amount, and classification as required for strict compliance with this section. Failure to comply with the foregoing requirements shall not relieve Consultant of its liability and obligations under this Contract. c. Consultant hereby waives any and all rights to subrogation against the Village, its officers, employees, and agents for each required policy. When required by the insurer, or should a policy condition not permit an insured to enter into a pre-loss Contract to waive subrogation without an endorsement, then Consultant shall agree to notify the insurer and request the policy be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of Subrogation requirement shall not apply to any policy, which a condition to the policy specifically prohibits such an endorsement, or voids coverage should Consultant enter into such a Contract on a pre-loss basis. SECTION 12: SUCCESSORS AND ASSIGNS. The Village and the Consultant each binds itself and its partners, successors, executors, administrators, and assigns to the other party of this Contract and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this Contract. Except as agreed in writing by all parties, this Contract is not assignable. SECTION 13: GOVERNING LAW, VENUE AND REMEDIES. This Contract shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Contract will be held in Palm Beach County. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. SECTION 14: WAIVER OF JURY TRIAL. TO ENCOURAGE PROMPT AND EQUITABLE RESOLUTION OF ANY LITIGATION, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A TRIAL BY JURY IN ANY LITIGATION RELATED TO THIS CONTRACT. SECTION 15: ACCESS AND AUDITS. Consultant shall maintain adequate records to justify all payments made by the Village under this Contract for at least three (3) years after completion of this Contract and longer if required by applicable federal or state law. The Village shall have access to such books, records, and documents as required in this section for the purpose of inspection or audit during DocuSign Envelope ID: AC9A1526-45E3-42E4-87F3-71DCB39206B2 Page 5 of 9 normal business hours, at the Consultant’s place of business. In no circumstances will Consultant be required to disclose any confidential or proprietary information regarding its products and service costs. SECTION 16: NONDISCRIMINATION. Consultant warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, disability, sex, age, national origin, ancestry, marital status, or sexual orientation. SECTION 17: AUTHORITY TO PRACTICE. Consultant hereby represents and warrants that it has and will continue to maintain all licenses and approvals required to conduct its business and provide the services required under this Contract, and that it will at all times conduct its business and provide the services under this Contract in a reputable manner. Proof of such licenses and approvals shall be submitted to the Village upon request. SECTION 18: SEVERABILITY. If any term or provision of this Contract, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, to remainder of this Contract, or the application of such terms or provision, to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Contract shall be deemed valid and enforceable to the extent permitted by law. SECTION 19: CONVICTED VENDOR LIST/BOYCOTT OF ISRAEL. As provided in section 287.135, Florida Statutes, Consultant certifies that it and any authorized sub-consultants are not participating in a boycott of Israel. The Consultant further certifies that it and its affiliates have not been placed on the Convicted Vendor List under section 287.133, Florida Statutes. The Village and the Consultant agree that the Village shall have the right to immediately terminate this Contract if the Consultant, its authorized sub- consultants or affiliates are placed on the Scrutinized Companies that Boycott Israel List, are engaged in a boycott of Israel, or are placed on the Convicted Vendor List maintained by the State of Florida. SECTION 20: NOTICE. All notices required in this Contract shall be sent by hand-delivery, certified mail (RRR), or by nationally recognized overnight courier, and if sent to the VILLAGE shall be sent to: Village of North Palm Beach Attn: Village Manager 501 US Highway 1 North Palm Beach, FL 33408 and if sent to the Consultant, shall be sent to: REG Architects, Inc. Attn: Rick Gonzalez, AIA President 120 South Olive Avenue, Suite 210 West Palm Beach, FL 33401 The foregoing names and addresses may be changed if such change is provided in writing to the other party. Notice shall be deemed given upon receipt. SECTION 21: ENTIRETY OF CONTRACT. The Village and Consultant agree that this Contract sets forth the entire Contract between the parties, and that there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this Contract may be added to, modified, superseded, or otherwise altered, except by written instrument executed by the parties hereto. DocuSign Envelope ID: AC9A1526-45E3-42E4-87F3-71DCB39206B2 Page 6 of 9 SECTION 22: WAIVER. Failure of a party to enforce or exercise any of its right(s) under this Contract shall not be deemed a waiver of that parties’ right to enforce or exercise said right(s) at any time thereafter. SECTION 23: PREPARATION AND NON-EXCLUSIVITY. This Contract shall not be construed more strongly against either party regardless of who was more responsible for its preparation. This is a non- exclusive Contract and the Village reserves the right to contract with individuals or firms to provide the same or similar services. SECTION 24: MATERIALITY. All provisions of the Contract shall be deemed material. In the event Consultant fails to comply with any of the provisions contained in this Contract or exhibits, amendments and addenda attached hereto, said failure shall be deemed a material breach of this Contract and Village may at its option provide notice to Consultant to terminate for cause. SECTION 25: LEGAL EFFECT. This Contract shall not become binding and effective until approved by the Village. The Effective Date is the date this Contract is executed by the Village. SECTION 26: NOTICE OF COMPLAINTS, SUITS, AND REGULATORY VIOLATIONS. Each party will promptly notify the other of any complaint, claim, suit, or cause of action threatened or commenced against it which arises out of or relates, in any manner, to the performance of this Contract. Each party agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit in which either party is named, and shall do nothing to impair or invalidate any applicable insurance coverage. SECTION 27: SURVIVABILITY. Any provision of this Contract which is of a continuing nature or imposes an obligation which extends beyond the term of this Contract shall survive its expiration or earlier termination. SECTION 28: COUNTERPARTS. This Contract may be executed in one or more counterparts, each of which shall be deemed an original, and will become effective and binding upon the parties as of the effective date at such time as all the signatories hereto have signed a counterpart of this Contract. SECTION 29: PALM BEACH COUNTY IG. In accordance with Palm Beach County ordinance number 2011-009, the CONSULTANT acknowledges that this Contract may be subject to investigation and/or audit by the Palm Beach County Inspector General. The CONSULTANT has reviewed Palm Beach County ordinance number 2011-009 and is aware of its rights and/or obligations under such ordinance. SECTION 30: CONTRACT DOCUMENTS AND CONTROLLING PROVISIONS. This Contract consists of this Contract and Exhibit, the Request for Qualifications, and Consultant’s Qualification Statement. The parties agree to be bound by all the terms and conditions set forth in the aforementioned documents. To the extent that there exists a conflict among the terms of the documents, such conflict shall be resolved in the following Order: this Contract and Exhibit, the Request for Qualifications, and Consultant’s Qualification Statement. Wherever possible, the provisions of such documents shall be construed in such a manner as to avoid conflicts between provisions of the various documents. SECTION 31: OWNERSHIP OF DELIVERABLES. The deliverables, work product, specifications, calculations, supporting documents, or other work products prepared by Consultant pursuant to this Contract shall become the property of the Village upon delivery. Consultant may keep copies or samples thereof and shall have the right to use same. The Village accepts sole responsibility for the reuse of any such documents in a manner other than as initially intended or for any use of incomplete documents. SECTION 32: REPRESENTATIONS AND BINDING AUTHORITY. By signing this Contract, on behalf of Consultant, the undersigned hereby represents to the Village that he or she has the authority and full legal power to execute this Contract and any and all documents necessary to effectuate and implement DocuSign Envelope ID: AC9A1526-45E3-42E4-87F3-71DCB39206B2 Page 7 of 9 the terms of this Contract on behalf of Consultant for whom he or she is signing and to bind and obligate such party with respect to all provisions contained in this Contract. SECTION 33: PUBLIC RECORDS. Consultant shall comply with Florida’s Public Records Act, Chapter 119, Florida Statutes, and, if determined to be acting on behalf of the Village as provided under section 119.011(2), Florida Statutes, specifically agrees to: a) Keep and maintain public records required by the Village to perform the service. b) Upon request from the Village’s custodian of public records or designee, provide the Village 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 in Chapter 119, Florida Statutes, 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 for the duration of this Contract and following completion of this Contract if Consultant does not transfer the records to the Village. d) Upon completion of this Contract, transfer, at no cost, to the Village all public records in possession of the Consultant or keep and maintain public records required by the Village to perform the service. If Consultant transfers all public records to the Village upon completion of the Contract, Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Consultant keeps and maintains public records upon completion of the Contract, Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Village, upon request from the Village’s custodian of public records or designee, in a format that is compatible with the information technology systems of the Village. IF CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, PLEASE CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT THE VILLAGE OF NORTH PALM BEACH AT: (561) 841-3355; NPBCLERK@VILLAGE-NPB.ORG; OR 501 U.S. HIGHWAY ONE, NORTH PALM BEACH, FL 33408. SECTION 34: NO THIRD-PARTY BENEFICIARIES. There are no third party beneficiaries under this Contract. SECTION 35: E-VERIFY. Consultant warrants and represents that Consultant and all sub-consultants are in compliance with Section 448.095, Florida Statutes, as may be amended. Consultant has registered to use, and shall continue to use, the E-Verify System (E-Verify.gov) to electronically verify the employment eligibility of newly hired employees and has received an affidavit from each sub-consultant stating that the sub-consultant does not employ, contract with or subcontract with an unauthorized alien. If the Village has a good faith belief that Consultant has knowingly violated Section 448.09(1), Florida Statutes, the Village shall terminate this Contract pursuant to Section 448.095(2), Florida Statutes, as may be amended. If the Village has a good faith belief that a sub-consultant has knowingly violated Section 448.09(1), Florida Statutes, but Consultant has otherwise complied, it shall notify Consultant, and Consultant shall immediately terminate its Contract with the sub-consultant. DocuSign Envelope ID: AC9A1526-45E3-42E4-87F3-71DCB39206B2 Page 8 of 9 IN WITNESS WHEREOF, the parties hereto have made and executed this Continuing Contract for Professional Architectural Services as of the day and year set forth above. VILLAGE OF NORTH PALM BEACH: By: __________________________________ Charles D. Huff, Village Manager CONSULTANT: REG ARCHITECTS, INC. By: __________________________________ Print Name: Title: DocuSign Envelope ID: AC9A1526-45E3-42E4-87F3-71DCB39206B2 President Rick Gonzalez Page 9 of 9 EXHIBIT “A” DocuSign Envelope ID: AC9A1526-45E3-42E4-87F3-71DCB39206B2 120 South Olive Avenue, Suite 210, West Palm Beach, FL 33401 ● 561.659.2383 ● www.regarchitects.com 2024 HOURLY RATE SHEET SUBJECT: Hourly rates for professional services as may be required. FROM: Rick Gonzalez, AIA, President, REG Architects, Inc. A. HOURLY RATES: Hourly rates for professional services shall be as follows: GOVERNMENT AND NON-PROFIT RATES Expert Witness $325.00 Principals $275.00 Associate Architect $250.00 Senior Project Manager $185.00 Project Manager $175.00 Assistant Project Manager $160.00 Senior Interior Designer $150.00 Interior Design Assistant $135.00 CADD Technician/Job Captain $120.00 Administrative Assistant $85.00 B. FIXED FEE RATES: Can be quoted when project’s scope and budget are clearly defined and finalized. Page 1 of 9 CONTINUING CONTRACT FOR PROFESSIONAL SERVICES Architectural Services) THIS PROFESSIONAL SERVICES CONTRACT (“Contract”) is entered on 22nd day of February, 2024, by and between the Village of North Palm Beach, a Florida municipal corporation (“Village”) and Song Associates, Inc., a Florida corporation (“Consultant”). RECITALS WHEREAS, the Village issued a Request for Qualifications for General Architectural Consulting Services RFQ”), and the Consultant submitted a Qualification Statement in response to the RFQ; and WHEREAS, the Village wishes to retain the services of Consultant, and Consultant has agreed to provide Architectural Consulting Services to the Village pursuant to the terms and conditions of this Contract. NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, the sufficiency of which is hereby acknowledged by the parties, the Village and the Consultant agree as follows: SECTION 1: INCORPORATION OF RECITALS. The foregoing Recitals are incorporated into this Contract as true and correct statements. SECTION 2: CONSULTANT’S SERVICES AND COMPENSATION. Consultant shall provide Architectural Consulting Services to the Village on an as needed, non-exclusive basis as directed by the Village and as described in the RFQ for General Architectural Consulting Services. The terms of the RFQ and Consultant’s Qualification Statement are hereby incorporated by reference. The Village shall compensate Consultant for services performed in accordance with the rate schedule attached hereto as Exhibit “A” and incorporated herein by reference. In accordance with a request for services on special projects from the Village Manager or the Village Manager’s designee, Consultant will prepare a work order authorization including a specific scope of work and fee for services which shall be submitted to and approved by the Village Manager or the Village Manager’s designee prior to any work being conducted. Direct costs may be reimbursed by the Village if approved in advance and invoiced without markup. SECTION 3: INDEPENDENT CONTRACTOR RELATIONSHIP. No relationship of employer or employee is created by this Contract, it being understood that Consultant will act hereunder as an independent contractor and none of Consultant’s individual officers, directors, employees, independent contractors, representatives, or agents performing services for Consultant pursuant to this Contract shall have any claim under this Contract or otherwise against the Village for compensation of any kind. The relationship between the Village and Consultant is that of independent contractors, and neither shall be considered a joint venturer, partner, employee, agent, or representative of the other for any purpose expressly or by implication. SECTION 4: TERM, TIME, AND TERMINATION. a. Term. The term of this Contract shall commence upon the approval of this Contract by the Village Manager and shall continue for a three (3) year term or until either party terminates this Contract as set forth herein. This Contract may be extended for two (2) additional one-year terms upon mutual consent of Consultant and the Village. b. Time for Completion. Time is of the essence in the performance of this Contract. Upon direction from the Village, Consultant shall carry out its duties and responsibilities as expeditiously as possible. c. Force Majeure. Neither party hereto shall be liable for its failure to perform hereunder due to any circumstances beyond its reasonable control, such as acts of God, wars, riots, national emergencies, DocuSign Envelope ID: 84E096A2-B93A-4560-A85A-FD71D18D67DB Page 2 of 9 sabotage, strikes, labor disputes, accidents, and governmental laws, ordinances, rules, or regulations. Consultant or Village may suspend its performance under this Contract as a result of a force majeure without being in default of this Contract, but upon the removal of such force majeure, Consultant or Village shall resume its performance as soon as is reasonably possible. Upon Consultant’s request, the Village shall consider the facts and extent of any failure to perform the services and, if the Consultant’s failure to perform was without its or its subconsultants’ fault or negligence, the schedule and/or any other affected provision of this Contract may be revised accordingly, subject to the Village’s rights to change, terminate, or stop any or all of the services at any time. No extension shall be made for delay occurring more than three (3) days before a notice of delay or claim therefore is made in writing to the Village. In the case of continuing cause of delay, only one (1) notice of delay or claim is necessary. d. Termination. Either party may terminate this Contract at any time with or without cause by giving not less than ten (10) days’ written notice of termination. e. Early Termination. If this Contract is terminated before the completion of all services approved through the issuance of a work order authorization, Consultant shall: 1. Stop services on the date and to the extent specified including without limitation services of any subconsultants; and 2. Transfer all work in progress, completed work, and other materials related to the terminated services to the Village in the format acceptable to Village. f. Effect of Termination. Termination of this Contract shall not affect any rights, obligations, and liabilities of the parties arising out of transactions which occurred prior to termination. Notwithstanding the foregoing, the parties acknowledge and agree that the Village is a municipal corporation and political subdivision of the state of Florida, and as such, this Contract is subject to budgeting and appropriation by the Village of funds sufficient to pay the costs associated herewith in any fiscal year of the Village. Notwithstanding anything in this Contract to the contrary, in the event that no funds are appropriated or budgeted by the Village’s governing board in any fiscal year to pay the costs associated with the Village’s obligations under this Contract, or in the event the funds budgeted or appropriated are, or are estimated by the Village to be, insufficient to pay the costs associated with the Village’s obligations hereunder in any fiscal period, then the Village will notify Consultant of such occurrence and either the Village or Consultant may terminate this Contract by notifying the other in writing, which notice shall specify a date of termination no earlier than twenty-four (24) hours after giving of such notice. Termination in accordance with the preceding sentence shall be without penalty or expense to the Village of any kind whatsoever; however, Village shall pay Consultant for all services performed under this Contract through the date of termination. SECTION 5: COMPENSATION. a. Payments. The Village agrees to compensate the Consultant in accordance with the rate schedule set forth in Exhibit “A.” The total compensation payable by the Village to Consultant during any fiscal year shall not exceed Fifty Thousand Dollars ($50,000.00). The Village shall not reimburse the Consultant for any additional costs incurred as a direct or indirect result of Consultant providing services to the Village under this Contract which exceed the amount set forth above, unless prior written approval has been obtained by the Consultant. b. Invoices. Consultant shall render monthly invoices to the Village for services that have been rendered in conformity with this Contract in the previous month. The invoices shall specify the services performed and the time spent on the same. All reimbursable expenses shall also be clearly DocuSign Envelope ID: 84E096A2-B93A-4560-A85A-FD71D18D67DB Page 3 of 9 identified on the invoice with supporting documentation. Invoices will normally be paid within thirty (30) days following the Village’s receipt of the Consultant’s invoice. SECTION 6: INDEMNIFICATION. a. Consultant, its officers, employees, and agents shall indemnify and hold harmless the Village, including its officers and employees from liabilities, damages, losses, and costs, including reasonable attorney's fees (at the trial and appellate levels), to the extent caused by the negligence, recklessness or intentionally wrongful conduct of Consultant and other persons employed or utilized by Consultant in the performance of the services under this Contract. The Village agrees to be responsible for its own negligence. b. Nothing contained in this Contract shall create a contractual relationship with or a cause of action in favor of a third party against either the Village or Consultant, nor shall this Contract be construed as a waiver of sovereign immunity for the Village beyond the waiver provided in section 768.28, Florida Statutes. SECTION 7: COMPLIANCE AND DISQUALIFICATION. Each of the parties agrees to perform its responsibilities under this Contract in conformance with all laws, regulations and administrative instructions that relate to the parties’ performance of this Contract. SECTION 8: PERSONNEL. Consultant represents that it has, or will secure at its own expense, all necessary personnel required to perform the services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the Village. All services required hereunder shall be performed by Consultant or under its supervision, and all personnel engaged in performing the services shall be fully qualified and authorized or permitted under federal, state, and local law to perform such services. SECTION 9: SUB-CONSULTANTS. The Village reserves the right to accept the use of a sub-consultant or to reject the selection of a particular sub-consultant and approve all qualifications of any sub-consultant in order to make a determination as to the capability of the sub-consultant to perform properly under this Contract. All sub-consultants providing professional services to Consultant under this Contract will also be required to provide their own insurance coverage identical to those contained in this Contract. If a sub-consultant does not have insurance or does not meet the insurance limits as stated in this Contract, Consultant shall indemnify and hold harmless the Village for any claim in excess of the sub-consultant’s insurance coverage, arising out of the negligent acts, errors, or omissions of the sub-consultant. Consultant shall not charge an administrative fee or surcharge on any sub-consultant’s services without prior written approval. SECTION 10: FEDERAL AND STATE TAX. The Village is exempt from payment of Florida State Sales and Use Tax. The Consultant is not authorized to use the Village’s Tax Exemption Number. SECTION 11: INSURANCE. a. Prior to commencing any services, the Consultant shall provide proof of insurance coverage as required hereunder. Such insurance policy(s) shall be issued by the United States Treasury or insurance carriers approved and authorized to do business in the State of Florida, and who must have a rating of no less than “excellent” by A.M. Best or as mutually agreed upon by the Village and the Consultant. All such insurance policies may not be modified or terminated without the express written authorization of the Village. DocuSign Envelope ID: 84E096A2-B93A-4560-A85A-FD71D18D67DB Page 4 of 9 Type of Coverage Amount of Coverage Professional liability/ $1,000,000 per occurrence Errors and Omissions Commercial general liability $1, 000,000 per occurrence Products/completed operations Contractual, insurance broad form property, Independent Consultant, personal injury) $2,000,000 annual aggregate Automobile (owned, non-owned, & hired) $500,000 per occurrence Employer’s Liability $100,000 per occurrence Worker’s Compensation Statutory limits b. The commercial general liability and automobile policies will name the Village as an additional insured and proof of all insurance coverage shall be furnished to the Village by way of an endorsement to same or certificate of insurance prior to the provision of services. The certificates shall clearly indicate that Consultant has obtained insurance of the type, amount, and classification as required for strict compliance with this section. Failure to comply with the foregoing requirements shall not relieve Consultant of its liability and obligations under this Contract. c. Consultant hereby waives any and all rights to subrogation against the Village, its officers, employees, and agents for each required policy. When required by the insurer, or should a policy condition not permit an insured to enter into a pre-loss Contract to waive subrogation without an endorsement, then Consultant shall agree to notify the insurer and request the policy be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of Subrogation requirement shall not apply to any policy, which a condition to the policy specifically prohibits such an endorsement, or voids coverage should Consultant enter into such a Contract on a pre-loss basis. SECTION 12: SUCCESSORS AND ASSIGNS. The Village and the Consultant each binds itself and its partners, successors, executors, administrators, and assigns to the other party of this Contract and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this Contract. Except as agreed in writing by all parties, this Contract is not assignable. SECTION 13: GOVERNING LAW, VENUE AND REMEDIES. This Contract shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Contract will be held in Palm Beach County. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. SECTION 14: WAIVER OF JURY TRIAL. TO ENCOURAGE PROMPT AND EQUITABLE RESOLUTION OF ANY LITIGATION, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A TRIAL BY JURY IN ANY LITIGATION RELATED TO THIS CONTRACT. SECTION 15: ACCESS AND AUDITS. Consultant shall maintain adequate records to justify all payments made by the Village under this Contract for at least three (3) years after completion of this Contract and longer if required by applicable federal or state law. The Village shall have access to such books, records, and documents as required in this section for the purpose of inspection or audit during DocuSign Envelope ID: 84E096A2-B93A-4560-A85A-FD71D18D67DB Page 5 of 9 normal business hours, at the Consultant’s place of business. In no circumstances will Consultant be required to disclose any confidential or proprietary information regarding its products and service costs. SECTION 16: NONDISCRIMINATION. Consultant warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, disability, sex, age, national origin, ancestry, marital status, or sexual orientation. SECTION 17: AUTHORITY TO PRACTICE. Consultant hereby represents and warrants that it has and will continue to maintain all licenses and approvals required to conduct its business and provide the services required under this Contract, and that it will at all times conduct its business and provide the services under this Contract in a reputable manner. Proof of such licenses and approvals shall be submitted to the Village upon request. SECTION 18: SEVERABILITY. If any term or provision of this Contract, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, to remainder of this Contract, or the application of such terms or provision, to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Contract shall be deemed valid and enforceable to the extent permitted by law. SECTION 19: CONVICTED VENDOR LIST/BOYCOTT OF ISRAEL. As provided in section 287.135, Florida Statutes, Consultant certifies that it and any authorized sub-consultants are not participating in a boycott of Israel. The Consultant further certifies that it and its affiliates have not been placed on the Convicted Vendor List under section 287.133, Florida Statutes. The Village and the Consultant agree that the Village shall have the right to immediately terminate this Contract if the Consultant, its authorized sub- consultants or affiliates are placed on the Scrutinized Companies that Boycott Israel List, are engaged in a boycott of Israel, or are placed on the Convicted Vendor List maintained by the State of Florida. SECTION 20: NOTICE. All notices required in this Contract shall be sent by hand-delivery, certified mail (RRR), or by nationally recognized overnight courier, and if sent to the VILLAGE shall be sent to: Village of North Palm Beach Attn: Village Manager 501 US Highway 1 North Palm Beach, FL 33408 and if sent to the Consultant, shall be sent to: Song + Associates, Inc. Attn: Robert Catrovinci, Principal 1545 Centrepark Drive North West Palm Beach, FL 33401 The foregoing names and addresses may be changed if such change is provided in writing to the other party. Notice shall be deemed given upon receipt. SECTION 21: ENTIRETY OF CONTRACT. The Village and Consultant agree that this Contract sets forth the entire Contract between the parties, and that there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this Contract may be added to, modified, superseded, or otherwise altered, except by written instrument executed by the parties hereto. DocuSign Envelope ID: 84E096A2-B93A-4560-A85A-FD71D18D67DB Page 6 of 9 SECTION 22: WAIVER. Failure of a party to enforce or exercise any of its right(s) under this Contract shall not be deemed a waiver of that parties’ right to enforce or exercise said right(s) at any time thereafter. SECTION 23: PREPARATION AND NON-EXCLUSIVITY. This Contract shall not be construed more strongly against either party regardless of who was more responsible for its preparation. This is a non- exclusive Contract and the Village reserves the right to contract with individuals or firms to provide the same or similar services. SECTION 24: MATERIALITY. All provisions of the Contract shall be deemed material. In the event Consultant fails to comply with any of the provisions contained in this Contract or exhibits, amendments and addenda attached hereto, said failure shall be deemed a material breach of this Contract and Village may at its option provide notice to Consultant to terminate for cause. SECTION 25: LEGAL EFFECT. This Contract shall not become binding and effective until approved by the Village. The Effective Date is the date this Contract is executed by the Village. SECTION 26: NOTICE OF COMPLAINTS, SUITS, AND REGULATORY VIOLATIONS. Each party will promptly notify the other of any complaint, claim, suit, or cause of action threatened or commenced against it which arises out of or relates, in any manner, to the performance of this Contract. Each party agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit in which either party is named, and shall do nothing to impair or invalidate any applicable insurance coverage. SECTION 27: SURVIVABILITY. Any provision of this Contract which is of a continuing nature or imposes an obligation which extends beyond the term of this Contract shall survive its expiration or earlier termination. SECTION 28: COUNTERPARTS. This Contract may be executed in one or more counterparts, each of which shall be deemed an original, and will become effective and binding upon the parties as of the effective date at such time as all the signatories hereto have signed a counterpart of this Contract. SECTION 29: PALM BEACH COUNTY IG. In accordance with Palm Beach County ordinance number 2011-009, the CONSULTANT acknowledges that this Contract may be subject to investigation and/or audit by the Palm Beach County Inspector General. The CONSULTANT has reviewed Palm Beach County ordinance number 2011-009 and is aware of its rights and/or obligations under such ordinance. SECTION 30: CONTRACT DOCUMENTS AND CONTROLLING PROVISIONS. This Contract consists of this Contract and Exhibit, the Request for Qualifications, and Consultant’s Qualification Statement. The parties agree to be bound by all the terms and conditions set forth in the aforementioned documents. To the extent that there exists a conflict among the terms of the documents, such conflict shall be resolved in the following Order: this Contract and Exhibit, the Request for Qualifications, and Consultant’s Qualification Statement. Wherever possible, the provisions of such documents shall be construed in such a manner as to avoid conflicts between provisions of the various documents. SECTION 31: OWNERSHIP OF DELIVERABLES. The deliverables, work product, specifications, calculations, supporting documents, or other work products prepared by Consultant pursuant to this Contract shall become the property of the Village upon delivery. Consultant may keep copies or samples thereof and shall have the right to use same. The Village accepts sole responsibility for the reuse of any such documents in a manner other than as initially intended or for any use of incomplete documents. SECTION 32: REPRESENTATIONS AND BINDING AUTHORITY. By signing this Contract, on behalf of Consultant, the undersigned hereby represents to the Village that he or she has the authority and full legal power to execute this Contract and any and all documents necessary to effectuate and implement DocuSign Envelope ID: 84E096A2-B93A-4560-A85A-FD71D18D67DB Page 7 of 9 the terms of this Contract on behalf of Consultant for whom he or she is signing and to bind and obligate such party with respect to all provisions contained in this Contract. SECTION 33: PUBLIC RECORDS. Consultant shall comply with Florida’s Public Records Act, Chapter 119, Florida Statutes, and, if determined to be acting on behalf of the Village as provided under section 119.011(2), Florida Statutes, specifically agrees to: a) Keep and maintain public records required by the Village to perform the service. b) Upon request from the Village’s custodian of public records or designee, provide the Village 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 in Chapter 119, Florida Statutes, 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 for the duration of this Contract and following completion of this Contract if Consultant does not transfer the records to the Village. d) Upon completion of this Contract, transfer, at no cost, to the Village all public records in possession of the Consultant or keep and maintain public records required by the Village to perform the service. If Consultant transfers all public records to the Village upon completion of the Contract, Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Consultant keeps and maintains public records upon completion of the Contract, Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Village, upon request from the Village’s custodian of public records or designee, in a format that is compatible with the information technology systems of the Village. IF CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, PLEASE CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT THE VILLAGE OF NORTH PALM BEACH AT: (561) 841-3355; NPBCLERK@VILLAGE-NPB.ORG; OR 501 U.S. HIGHWAY ONE, NORTH PALM BEACH, FL 33408. SECTION 34: NO THIRD-PARTY BENEFICIARIES. There are no third party beneficiaries under this Contract. SECTION 35: E-VERIFY. Consultant warrants and represents that Consultant and all sub-consultants are in compliance with Section 448.095, Florida Statutes, as may be amended. Consultant has registered to use, and shall continue to use, the E-Verify System (E-Verify.gov) to electronically verify the employment eligibility of newly hired employees and has received an affidavit from each sub-consultant stating that the sub-consultant does not employ, contract with or subcontract with an unauthorized alien. If the Village has a good faith belief that Consultant has knowingly violated Section 448.09(1), Florida Statutes, the Village shall terminate this Contract pursuant to Section 448.095(2), Florida Statutes, as may be amended. If the Village has a good faith belief that a sub-consultant has knowingly violated Section 448.09(1), Florida Statutes, but Consultant has otherwise complied, it shall notify Consultant, and Consultant shall immediately terminate its Contract with the sub-consultant. DocuSign Envelope ID: 84E096A2-B93A-4560-A85A-FD71D18D67DB Page 8 of 9 IN WITNESS WHEREOF, the parties hereto have made and executed this Continuing Contract for Professional Architectural Services as of the day and year set forth above. VILLAGE OF NORTH PALM BEACH: By: __________________________________ Charles D. Huff, Village Manager CONSULTANT: SONG + ASSOCIATES, INC. By: __________________________________ Print Name: Title: DocuSign Envelope ID: 84E096A2-B93A-4560-A85A-FD71D18D67DB Robert Castovinci Principal Page 9 of 9 EXHIBIT “A” DocuSign Envelope ID: 84E096A2-B93A-4560-A85A-FD71D18D67DB Song + Associates, Inc. Architecture • Planning • Interior Design 1545 Centrepark Drive North West Palm Beach, Florida 33401 T: 561.655.2423 F: 561.655.1482 American Institute of Architects / NCARB SONG + ASSOCIATES, INC. Hourly Rate Schedule 2024 Principal $ 225.00 Sr. Architect $ 200.00 Sr. Project Manager $ 185.00 Sr. Designer $ 165.00 Sr. Construction Administrator $ 165.00 Architect $ 165.00 Project Manager $ 135.00 Interior Designer $ 135.00 Construction Administrator $ 135.00 Project Coordinator/ Job Captain $ 125.00 CAD/ BIM Technician $ 95.00 Administration/Clerical $ 70.00 Page 1 of 9 CONTINUING CONTRACT FOR PROFESSIONAL SERVICES Architectural Services) THIS PROFESSIONAL SERVICES CONTRACT (“Contract”) is entered on 22nd day of February, 2024, by and between the Village of North Palm Beach, a Florida municipal corporation (“Village”) and Robling Architecture Construction, Inc., a Florida corporation (“Consultant”). RECITALS WHEREAS, the Village issued a Request for Qualifications for General Architectural Consulting Services RFQ”), and the Consultant submitted a Qualification Statement in response to the RFQ; and WHEREAS, the Village wishes to retain the services of Consultant, and Consultant has agreed to provide Architectural Consulting Services to the Village pursuant to the terms and conditions of this Contract. NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, the sufficiency of which is hereby acknowledged by the parties, the Village and the Consultant agree as follows: SECTION 1: INCORPORATION OF RECITALS. The foregoing Recitals are incorporated into this Contract as true and correct statements. SECTION 2: CONSULTANT’S SERVICES AND COMPENSATION. Consultant shall provide Architectural Consulting Services to the Village on an as needed, non-exclusive basis as directed by the Village and as described in the RFQ for General Architectural Consulting Services. The terms of the RFQ and Consultant’s Qualification Statement are hereby incorporated by reference. The Village shall compensate Consultant for services performed in accordance with the rate schedule attached hereto as Exhibit “A” and incorporated herein by reference. In accordance with a request for services on special projects from the Village Manager or the Village Manager’s designee, Consultant will prepare a work order authorization including a specific scope of work and fee for services which shall be submitted to and approved by the Village Manager or the Village Manager’s designee prior to any work being conducted. Direct costs may be reimbursed by the Village if approved in advance and invoiced without markup. SECTION 3: INDEPENDENT CONTRACTOR RELATIONSHIP. No relationship of employer or employee is created by this Contract, it being understood that Consultant will act hereunder as an independent contractor and none of Consultant’s individual officers, directors, employees, independent contractors, representatives, or agents performing services for Consultant pursuant to this Contract shall have any claim under this Contract or otherwise against the Village for compensation of any kind. The relationship between the Village and Consultant is that of independent contractors, and neither shall be considered a joint venturer, partner, employee, agent, or representative of the other for any purpose expressly or by implication. SECTION 4: TERM, TIME, AND TERMINATION. a. Term. The term of this Contract shall commence upon the approval of this Contract by the Village Manager and shall continue for a three (3) year term or until either party terminates this Contract as set forth herein. This Contract may be extended for two (2) additional one-year terms upon mutual consent of Consultant and the Village. b. Time for Completion. Time is of the essence in the performance of this Contract. Upon direction from the Village, Consultant shall carry out its duties and responsibilities as expeditiously as possible. c. Force Majeure. Neither party hereto shall be liable for its failure to perform hereunder due to any circumstances beyond its reasonable control, such as acts of God, wars, riots, national emergencies, DocuSign Envelope ID: 634DDFAA-FBB7-4082-B80A-F50C087E6B50 Page 2 of 9 sabotage, strikes, labor disputes, accidents, and governmental laws, ordinances, rules, or regulations. Consultant or Village may suspend its performance under this Contract as a result of a force majeure without being in default of this Contract, but upon the removal of such force majeure, Consultant or Village shall resume its performance as soon as is reasonably possible. Upon Consultant’s request, the Village shall consider the facts and extent of any failure to perform the services and, if the Consultant’s failure to perform was without its or its subconsultants’ fault or negligence, the schedule and/or any other affected provision of this Contract may be revised accordingly, subject to the Village’s rights to change, terminate, or stop any or all of the services at any time. No extension shall be made for delay occurring more than three (3) days before a notice of delay or claim therefore is made in writing to the Village. In the case of continuing cause of delay, only one (1) notice of delay or claim is necessary. d. Termination. Either party may terminate this Contract at any time with or without cause by giving not less than ten (10) days’ written notice of termination. e. Early Termination. If this Contract is terminated before the completion of all services approved through the issuance of a work order authorization, Consultant shall: 1. Stop services on the date and to the extent specified including without limitation services of any subconsultants; and 2. Transfer all work in progress, completed work, and other materials related to the terminated services to the Village in the format acceptable to Village. f. Effect of Termination. Termination of this Contract shall not affect any rights, obligations, and liabilities of the parties arising out of transactions which occurred prior to termination. Notwithstanding the foregoing, the parties acknowledge and agree that the Village is a municipal corporation and political subdivision of the state of Florida, and as such, this Contract is subject to budgeting and appropriation by the Village of funds sufficient to pay the costs associated herewith in any fiscal year of the Village. Notwithstanding anything in this Contract to the contrary, in the event that no funds are appropriated or budgeted by the Village’s governing board in any fiscal year to pay the costs associated with the Village’s obligations under this Contract, or in the event the funds budgeted or appropriated are, or are estimated by the Village to be, insufficient to pay the costs associated with the Village’s obligations hereunder in any fiscal period, then the Village will notify Consultant of such occurrence and either the Village or Consultant may terminate this Contract by notifying the other in writing, which notice shall specify a date of termination no earlier than twenty-four (24) hours after giving of such notice. Termination in accordance with the preceding sentence shall be without penalty or expense to the Village of any kind whatsoever; however, Village shall pay Consultant for all services performed under this Contract through the date of termination. SECTION 5: COMPENSATION. a. Payments. The Village agrees to compensate the Consultant in accordance with the rate schedule set forth in Exhibit “A.” The total compensation payable by the Village to Consultant during any fiscal year shall not exceed Fifty Thousand Dollars ($50,000.00). The Village shall not reimburse the Consultant for any additional costs incurred as a direct or indirect result of Consultant providing services to the Village under this Contract which exceed the amount set forth above, unless prior written approval has been obtained by the Consultant. b. Invoices. Consultant shall render monthly invoices to the Village for services that have been rendered in conformity with this Contract in the previous month. The invoices shall specify the services performed and the time spent on the same. All reimbursable expenses shall also be clearly DocuSign Envelope ID: 634DDFAA-FBB7-4082-B80A-F50C087E6B50 Page 3 of 9 identified on the invoice with supporting documentation. Invoices will normally be paid within thirty (30) days following the Village’s receipt of the Consultant’s invoice. SECTION 6: INDEMNIFICATION. a. Consultant, its officers, employees, and agents shall indemnify and hold harmless the Village, including its officers and employees from liabilities, damages, losses, and costs, including reasonable attorney's fees (at the trial and appellate levels), to the extent caused by the negligence, recklessness or intentionally wrongful conduct of Consultant and other persons employed or utilized by Consultant in the performance of the services under this Contract. The Village agrees to be responsible for its own negligence. b. Nothing contained in this Contract shall create a contractual relationship with or a cause of action in favor of a third party against either the Village or Consultant, nor shall this Contract be construed as a waiver of sovereign immunity for the Village beyond the waiver provided in section 768.28, Florida Statutes. SECTION 7: COMPLIANCE AND DISQUALIFICATION. Each of the parties agrees to perform its responsibilities under this Contract in conformance with all laws, regulations and administrative instructions that relate to the parties’ performance of this Contract. SECTION 8: PERSONNEL. Consultant represents that it has, or will secure at its own expense, all necessary personnel required to perform the services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the Village. All services required hereunder shall be performed by Consultant or under its supervision, and all personnel engaged in performing the services shall be fully qualified and authorized or permitted under federal, state, and local law to perform such services. SECTION 9: SUB-CONSULTANTS. The Village reserves the right to accept the use of a sub-consultant or to reject the selection of a particular sub-consultant and approve all qualifications of any sub-consultant in order to make a determination as to the capability of the sub-consultant to perform properly under this Contract. All sub-consultants providing professional services to Consultant under this Contract will also be required to provide their own insurance coverage identical to those contained in this Contract. If a sub-consultant does not have insurance or does not meet the insurance limits as stated in this Contract, Consultant shall indemnify and hold harmless the Village for any claim in excess of the sub-consultant’s insurance coverage, arising out of the negligent acts, errors, or omissions of the sub-consultant. Consultant shall not charge an administrative fee or surcharge on any sub-consultant’s services; all sub-consultant costs shall be a direct pass-through cost to the Village. SECTION 10: FEDERAL AND STATE TAX. The Village is exempt from payment of Florida State Sales and Use Tax. The Consultant is not authorized to use the Village’s Tax Exemption Number. SECTION 11: INSURANCE. a. Prior to commencing any services, the Consultant shall provide proof of insurance coverage as required hereunder. Such insurance policy(s) shall be issued by the United States Treasury or insurance carriers approved and authorized to do business in the State of Florida, and who must have a rating of no less than “excellent” by A.M. Best or as mutually agreed upon by the Village and the Consultant. All such insurance policies may not be modified or terminated without the express written authorization of the Village. DocuSign Envelope ID: 634DDFAA-FBB7-4082-B80A-F50C087E6B50 Page 4 of 9 Type of Coverage Amount of Coverage Professional liability/ $1,000,000 per occurrence Errors and Omissions Commercial general liability $1, 000,000 per occurrence Products/completed operations Contractual, insurance broad form property, Independent Consultant, personal injury) $2,000,000 annual aggregate Automobile (owned, non-owned, & hired) $500,000 per occurrence Employer’s Liability $100,000 per occurrence Worker’s Compensation Statutory limits b. The commercial general liability and automobile policies will name the Village as an additional insured and proof of all insurance coverage shall be furnished to the Village by way of an endorsement to same or certificate of insurance prior to the provision of services. The certificates shall clearly indicate that Consultant has obtained insurance of the type, amount, and classification as required for strict compliance with this section. Failure to comply with the foregoing requirements shall not relieve Consultant of its liability and obligations under this Contract. c. Consultant hereby waives any and all rights to subrogation against the Village, its officers, employees, and agents for each required policy. When required by the insurer, or should a policy condition not permit an insured to enter into a pre-loss Contract to waive subrogation without an endorsement, then Consultant shall agree to notify the insurer and request the policy be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of Subrogation requirement shall not apply to any policy, which a condition to the policy specifically prohibits such an endorsement, or voids coverage should Consultant enter into such a Contract on a pre-loss basis. SECTION 12: SUCCESSORS AND ASSIGNS. The Village and the Consultant each binds itself and its partners, successors, executors, administrators, and assigns to the other party of this Contract and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this Contract. Except as agreed in writing by all parties, this Contract is not assignable. SECTION 13: GOVERNING LAW, VENUE AND REMEDIES. This Contract shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Contract will be held in Palm Beach County. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. SECTION 14: WAIVER OF JURY TRIAL. TO ENCOURAGE PROMPT AND EQUITABLE RESOLUTION OF ANY LITIGATION, EACH PARTY HEREBY WAIVES ITS RIGHTS TO A TRIAL BY JURY IN ANY LITIGATION RELATED TO THIS CONTRACT. SECTION 15: ACCESS AND AUDITS. Consultant shall maintain adequate records to justify all payments made by the Village under this Contract for at least three (3) years after completion of this Contract and longer if required by applicable federal or state law. The Village shall have access to such books, records, and documents as required in this section for the purpose of inspection or audit during DocuSign Envelope ID: 634DDFAA-FBB7-4082-B80A-F50C087E6B50 Page 5 of 9 normal business hours, at the Consultant’s place of business. In no circumstances will Consultant be required to disclose any confidential or proprietary information regarding its products and service costs. SECTION 16: NONDISCRIMINATION. Consultant warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, disability, sex, age, national origin, ancestry, marital status, or sexual orientation. SECTION 17: AUTHORITY TO PRACTICE. Consultant hereby represents and warrants that it has and will continue to maintain all licenses and approvals required to conduct its business and provide the services required under this Contract, and that it will at all times conduct its business and provide the services under this Contract in a reputable manner. Proof of such licenses and approvals shall be submitted to the Village upon request. SECTION 18: SEVERABILITY. If any term or provision of this Contract, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, to remainder of this Contract, or the application of such terms or provision, to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Contract shall be deemed valid and enforceable to the extent permitted by law. SECTION 19: CONVICTED VENDOR LIST/BOYCOTT OF ISRAEL. As provided in section 287.135, Florida Statutes, Consultant certifies that it and any authorized sub-consultants are not participating in a boycott of Israel. The Consultant further certifies that it and its affiliates have not been placed on the Convicted Vendor List under section 287.133, Florida Statutes. The Village and the Consultant agree that the Village shall have the right to immediately terminate this Contract if the Consultant, its authorized sub- consultants or affiliates are placed on the Scrutinized Companies that Boycott Israel List, are engaged in a boycott of Israel, or are placed on the Convicted Vendor List maintained by the State of Florida. SECTION 20: NOTICE. All notices required in this Contract shall be sent by hand-delivery, certified mail (RRR), or by nationally recognized overnight courier, and if sent to the VILLAGE shall be sent to: Village of North Palm Beach Attn: Village Manager 501 US Highway 1 North Palm Beach, FL 33408 and if sent to the Consultant, shall be sent to: Robling Architecture Construction, Inc. Attn: Damon A. Robling, President 101 Walker Avenue Greenacres, FL 33463 The foregoing names and addresses may be changed if such change is provided in writing to the other party. Notice shall be deemed given upon receipt. SECTION 21: ENTIRETY OF CONTRACT. The Village and Consultant agree that this Contract sets forth the entire Contract between the parties, and that there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this Contract may be added to, modified, superseded, or otherwise altered, except by written instrument executed by the parties hereto. DocuSign Envelope ID: 634DDFAA-FBB7-4082-B80A-F50C087E6B50 Page 6 of 9 SECTION 22: WAIVER. Failure of a party to enforce or exercise any of its right(s) under this Contract shall not be deemed a waiver of that parties’ right to enforce or exercise said right(s) at any time thereafter. SECTION 23: PREPARATION AND NON-EXCLUSIVITY. This Contract shall not be construed more strongly against either party regardless of who was more responsible for its preparation. This is a non- exclusive Contract and the Village reserves the right to contract with individuals or firms to provide the same or similar services. SECTION 24: MATERIALITY. All provisions of the Contract shall be deemed material. In the event Consultant fails to comply with any of the provisions contained in this Contract or exhibits, amendments and addenda attached hereto, said failure shall be deemed a material breach of this Contract and Village may at its option provide notice to Consultant to terminate for cause. SECTION 25: LEGAL EFFECT. This Contract shall not become binding and effective until approved by the Village. The Effective Date is the date this Contract is executed by the Village. SECTION 26: NOTICE OF COMPLAINTS, SUITS, AND REGULATORY VIOLATIONS. Each party will promptly notify the other of any complaint, claim, suit, or cause of action threatened or commenced against it which arises out of or relates, in any manner, to the performance of this Contract. Each party agrees to cooperate with the other in any investigation either may conduct, the defense of any claim or suit in which either party is named, and shall do nothing to impair or invalidate any applicable insurance coverage. SECTION 27: SURVIVABILITY. Any provision of this Contract which is of a continuing nature or imposes an obligation which extends beyond the term of this Contract shall survive its expiration or earlier termination. SECTION 28: COUNTERPARTS. This Contract may be executed in one or more counterparts, each of which shall be deemed an original, and will become effective and binding upon the parties as of the effective date at such time as all the signatories hereto have signed a counterpart of this Contract. SECTION 29: PALM BEACH COUNTY IG. In accordance with Palm Beach County ordinance number 2011-009, the CONSULTANT acknowledges that this Contract may be subject to investigation and/or audit by the Palm Beach County Inspector General. The CONSULTANT has reviewed Palm Beach County ordinance number 2011-009 and is aware of its rights and/or obligations under such ordinance. SECTION 30: CONTRACT DOCUMENTS AND CONTROLLING PROVISIONS. This Contract consists of this Contract and Exhibit, the Request for Qualifications, and Consultant’s Qualification Statement. The parties agree to be bound by all the terms and conditions set forth in the aforementioned documents. To the extent that there exists a conflict among the terms of the documents, such conflict shall be resolved in the following Order: this Contract and Exhibit, the Request for Qualifications, and Consultant’s Qualification Statement. Wherever possible, the provisions of such documents shall be construed in such a manner as to avoid conflicts between provisions of the various documents. SECTION 31: OWNERSHIP OF DELIVERABLES. The deliverables, work product, specifications, calculations, supporting documents, or other work products prepared by Consultant pursuant to this Contract shall become the property of the Village upon delivery. Consultant may keep copies or samples thereof and shall have the right to use same. The Village accepts sole responsibility for the reuse of any such documents in a manner other than as initially intended or for any use of incomplete documents. SECTION 32: REPRESENTATIONS AND BINDING AUTHORITY. By signing this Contract, on behalf of Consultant, the undersigned hereby represents to the Village that he or she has the authority and full legal power to execute this Contract and any and all documents necessary to effectuate and implement DocuSign Envelope ID: 634DDFAA-FBB7-4082-B80A-F50C087E6B50 Page 7 of 9 the terms of this Contract on behalf of Consultant for whom he or she is signing and to bind and obligate such party with respect to all provisions contained in this Contract. SECTION 33: PUBLIC RECORDS. Consultant shall comply with Florida’s Public Records Act, Chapter 119, Florida Statutes, and, if determined to be acting on behalf of the Village as provided under section 119.011(2), Florida Statutes, specifically agrees to: a) Keep and maintain public records required by the Village to perform the service. b) Upon request from the Village’s custodian of public records or designee, provide the Village 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 in Chapter 119, Florida Statutes, 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 for the duration of this Contract and following completion of this Contract if Consultant does not transfer the records to the Village. d) Upon completion of this Contract, transfer, at no cost, to the Village all public records in possession of the Consultant or keep and maintain public records required by the Village to perform the service. If Consultant transfers all public records to the Village upon completion of the Contract, Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Consultant keeps and maintains public records upon completion of the Contract, Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Village, upon request from the Village’s custodian of public records or designee, in a format that is compatible with the information technology systems of the Village. IF CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, PLEASE CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT THE VILLAGE OF NORTH PALM BEACH AT: (561) 841-3355; NPBCLERK@VILLAGE-NPB.ORG; OR 501 U.S. HIGHWAY ONE, NORTH PALM BEACH, FL 33408. SECTION 34: NO THIRD-PARTY BENEFICIARIES. There are no third party beneficiaries under this Contract. SECTION 35: E-VERIFY. Consultant warrants and represents that Consultant and all sub-consultants are in compliance with Section 448.095, Florida Statutes, as may be amended. Consultant has registered to use, and shall continue to use, the E-Verify System (E-Verify.gov) to electronically verify the employment eligibility of newly hired employees and has received an affidavit from each sub-consultant stating that the sub-consultant does not employ, contract with or subcontract with an unauthorized alien. If the Village has a good faith belief that Consultant has knowingly violated Section 448.09(1), Florida Statutes, the Village shall terminate this Contract pursuant to Section 448.095(2), Florida Statutes, as may be amended. If the Village has a good faith belief that a sub-consultant has knowingly violated Section 448.09(1), Florida Statutes, but Consultant has otherwise complied, it shall notify Consultant, and Consultant shall immediately terminate its Contract with the sub-consultant. DocuSign Envelope ID: 634DDFAA-FBB7-4082-B80A-F50C087E6B50 Page 8 of 9 IN WITNESS WHEREOF, the parties hereto have made and executed this Continuing Contract for Professional Architectural Services as of the day and year set forth above. VILLAGE OF NORTH PALM BEACH: By: __________________________________ Charles D. Huff, Village Manager CONSULTANT: ROBLING ARCHITECTURE CONSTRUCTION, INC. By: __________________________________ Print Name: Title: DocuSign Envelope ID: 634DDFAA-FBB7-4082-B80A-F50C087E6B50 Holly Kennedy Treasurer Page 9 of 9 EXHIBIT “A” DocuSign Envelope ID: 634DDFAA-FBB7-4082-B80A-F50C087E6B50 ARCHITECTURE ENGINEERING CONSTRUCTION 101 Walker Ave., Greenacres, Florida 33463 P: 561-649-6705 www.robling.com May 5th, 2024 James Anthony Facilities Manager Public Works Village of North Palm Beach 645 Prosperity Farms Road North Palm Beach 33408 Re: Village of North Palm Beach Architectural Services Contract – Hourly Rates PROFESSIONAL A/E SERVICES Principal $250.00 Professional Engineering / Sr. Project A/E $175.00 Project Manager $150.00 Project Designer $120.00 Sincerely, Daniel Arrieta Project Manager Robling Architecture Construction