HomeMy WebLinkAboutGLE Addendum 2-2017 SECOND ADDENDUM TO AGREEMENT FOR
CONTINUING ARCHITECTURAL SERVICES
THIS ADDENDUM is made and entered this 24th day of April 2017,by and between
the CITY OF CAPE CANAVERAL, FLORIDA, a Florida municipal corporation ("City"),
located at 105 Polk Avenue, Cape Canaveral, Florida 32920, and GLE ASSOCIATES, INC., a
Florida corporation("Consultant"),whose principal address is 5405 W.Cypress Center Drive,Suite
110,Tampa,FL 33609
WITNESSETH:
WHEREAS, City continues to have a need to obtain architectural services from time to
time on an as-needed, task-oriented basis; and
WHEREAS, the City and Consultant previously entered into that certain Agreement for
continuing Architectural Services dated July 27, 2011 ("Agreement"); and
WHEREAS, the City and Consultant previously entered into that certain Addendum
("Addendum")for Services dated March 4,2016 modifying the Agreement; and
WHEREAS,pursuant to the terms of the Agreement and Addendum,City and Consultant
desire to extend the Agreement for a one-year renewal term and to modify certain additional
provisions of the Agreement as further set forth herein.
NOW,THEREFORE,for good and valuable consideration,the receipt and sufficiency of
which is hereby acknowledged,the parties covenant and agree as follows:
1. Recitals. The foregoing recitals are hereby deemed true and correct and are hereby
expressly incorporated herein by this reference as a material part of this Addendum.
2. Terms and Conditions. In accordance with the Agreement, City and Consultant hereby
expressly agree to modify the following terms and conditions of the Agreement as follows:
1.1 Unless sooner terminated by either Party pursuant to the terms and conditions
herein, this Addendum shall commence at 12:00 a.m. on July 27, 2017 and shall
terminate at 11:59 p.m. on July 27, 2018. The parties shall not have the option to
renew the term.
14.0 DOCUMENTS
14.1 PUBLIC RECORDS: Pursuant to Section 119.0701, Florida Statutes and other
applicable public records laws, CONSULTANT agrees that any records,
documents, transactions, writings, papers, letters, computerized information and
programs, maps, books, audio or video tapes, films, photographs, data processing
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software, writings or other material(s), regardless of the physical form,
characteristics, or means of transmission, of CONSULTANT related, directly or
indirectly,to the services provided to the CITY under this Agreement and made or
received pursuant to law or ordinance or in connection with the transaction of
official business by the CITY,may be deemed to be a public record,whether in the
possession or control of CITY or the CONSULTANT. Said records, documents,
transactions, writings, papers, letters, computerized information and programs,
maps, books, audio or video tapes, films, photographs, data processing software,
writings or other material(s), regardless of the physical form, characteristics, or
means of transmission of CONSULTANT are subject to the provisions of Chapter
119, Florida Statutes, and may not be destroyed without the specific written
approval of the CITY's designated custodian of public records.
IF THE CONSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS AGREEMENT, CONTACT THE CITY'S CUSTODIAN OF
PUBLIC RECORDS/CITY CLERK AT(321)868-1220,105 POLK AVENUE,
CAPE CANAVERAL,FLORIDA 32920.
CONSULTANT is required to and agrees to comply with public records laws.
CONSULTANT shall keep and maintain all public records required by CITY to
perform the services as agreed to herein. CONSULTANT shall provide the CITY,
upon request from the CITY CLERK,copies of the requested records or allow the
records to be inspected or copied within a reasonable time at a cost that does not
exceed the cost provided by law. CONSULTANT shall ensure that public records
that are exempt or confidential and exempt from public records disclosure
requirements are not disclosed except as authorized by law for the duration of the
Agreement term. Upon completion of the Agreement, CONSULTANT shall
transfer to CITY,at no cost,all public records in possession of the CONSULTANT,
provided the transfer is requested in writing by the CITY CLERK. Upon such
transfer,CONSULTANT shall destroy any duplicate public records that are exempt
or confidential and exempt from public records disclosure requirements. However,
if the CITY CLERK does not request that the public records be transferred, the
CONSULTANT shall continue to keep and maintain the public records upon
completion of the Agreement and shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to
CITY,upon request from the CITY CLERK,in a format that is compatible with the
information technology systems of CITY. Should the CITY not possess public
records relating to this Agreement which are requested to be inspected or copied by
the CITY or any other person,the CITY shall immediately notify CONSULTANT
of the request and the CONSULTANT shall then provide such records to the CITY
or allow the records to be inspected or copied within a reasonable time. If the
CONSULTANT does not comply with a public records request, the CITY may
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enforce this Section to the extent permitted by law. CONSULTANT acknowledges
that if the CONSULTANT does not provide the public records to the CITY within
a reasonable time, the CONSULTANT may be subject to penalties under Section
119.10, Florida Statutes. The CONSULTANT acknowledges that if a civil action
is filed against the CONSULTANT to compel production of public records relating
to this Agreement, the court may assess and award against CONSULTANT the
reasonable costs of enforcement, including reasonable attorney fees. All public
records in connection with this Agreement shall, at any and all reasonable times
during the normal business hours of the CONSULTANT, be open and freely
exhibited to the CITY for the purpose of examination, audit,or otherwise. Failure
by CONSULTANT to grant such public access and comply with public records
laws and/or requests shall be grounds for immediate unilateral cancellation of this
Agreement by the CITY upon delivery of a written notice of cancellation. If the
CONSULTANT fails to comply with this Section,and the CITY must enforce this
Section,or the CITY suffers a third party award of attorney's fees and/or damages
for violating Chapter 119, Florida Statutes, due to CONSULTANT's failure to
comply with this Section, the CITY shall collect from CONSULTANT prevailing
party attorney's fees and costs, and any damages incurred by the CITY, for
enforcing this Section against CONSULTANT. And,if applicable,the CITY shall
also be entitled to reimbursement of all attorneys' fees and damages which the
CITY had to pay a third party because of the CONSULTANT's failure to comply
with this Section. The terms and conditions set forth in this Section shall survive
the termination of this Agreement.
a. Reuse of Documents. All documents including, but not limited to, drawings,
specifications, and data, or programs stored electronically or otherwise, prepared
by the Consultant and its independent contractors and associates pursuant to this
Agreement or related exclusively to the Services described herein shall be owned
by the City and may be reused by the City for any reason or purpose at anytime.
However, the City agrees that the aforesaid documents are not intended or
represented to be suitable for reuse by the City or others on any undertaking other
than the Work outlined in this Agreement. Any reuse for an undertaking other than
for the Work without verification or adaptation by the Consultant, or its
independent contractors and associates if necessary, to specific purposes intended
will be at the City's sole risk and without liability or legal exposure to the
Consultant.
b. Ownership of Documents. The City and the Consultant agree that upon payment
of fees due to the Consultant by the City for a particular design, report, inventory
list, compilation, drawing, specification, model, recommendation, schedule or
otherwise, said design, report, inventory list, compilation, drawing, specification,
technical data, recommendation, model, schedule and other instrument produced
by the Consultant in the performance of this Agreement, or any Work hereunder,
shall be the sole property of the City, and the City is vested with all rights therein.
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The Consultant waives all rights of copyright in said design, report, inventory list,
compilation, drawing, specification, technical data, recommendation, model,
schedule and other instrument produced by the Consultant in the performance of
this Agreement, and hereby assigns and conveys the same to the City whether in
the possession or control of the Consultant or not.
C. Preexisting Ownership Rights to Documents. Notwithstanding any provisions
to the contrary contained in this Agreement,Consultant shall retain sole ownership
to its preexisting information not produced and paid for by the City under this
Agreement including, but not limited to, computer programs, software, standard
details,figures,templates and specifications.
31.0 NOTICE
31.1 Any notices required to be given by the terms of this Agreement shall be delivered
by hand or mailed,postage prepaid to:
For Consultant:
GLE Associates,Inc.
Attn: Robert B. Greene,President
5405 W. Cypress Center Drive, Suite 110
Tampa,FL 33609
(813)241-8350 Phone
(813)241-8737 Fax
For Ci :
City of Cape Canaveral
Attention: City Manager
105 Polk Avenue
Cape Canaveral, FL 32920
(321)868-1220 ext. 211 Phone
(321)868-1224 Fax
31.2 Either party may change the notice address by providing the other party written
notice of the change.
32.0 SOVEREIGN IMMUNITY
32.1 Notwithstanding any other provision set forth in this Agreement,nothing contained
in this Agreement shall be construed as a waiver of the City's right to sovereign
immunity under section 768.28, Florida Statutes, or other limitations imposed on
the City's potential liability under state or federal law. As such, the City shall not
be liable under this Agreement for punitive damages or interest for the period before
judgment. Further,the City shall not be liable for any claim or judgment,or portion
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thereof, to any one person for more than two hundred thousand dollars
($200,000.00), or any claim or judgment, or portion thereof, which, when totaled
with all other claims or judgments paid by the State or its agencies and subdivisions
arising out of the same incident or occurrence, exceeds the sum of three hundred
thousand dollars ($300,000.00). This paragraph shall survive termination of this
Agreement.
3. Other Terms and Conditions. Any other terms and conditions not expressly
modified by this Addendum shall remain unchanged and in full force and effect.
4. Conflict. In the event that any terms and conditions of the Agreement conflict with
the provisions of this Addendum, this Addendum shall control.
IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by
their duly authorized representatives as of the date first written above.
CITY: CONSULTANT:
CITY OF CAPE CANAVERAL GLE OCI TES,I
David L. Greene,City Manager Robert B. Greene,President
ATTEST:
Mi Goforth;City Clef
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