Common use of - DESIGN PROFESSIONAL’S RESPONSIBILITY Clause in Contracts

- DESIGN PROFESSIONAL’S RESPONSIBILITY. 1.1 From time to time upon the request or direction of OWNER as hereinafter provided, DESIGN PROFESSIONAL shall provide to OWNER professional [SELECT architectural, engineering, landscape architectural or registered surveying and mapping] services (hereinafter the “Services”) in accordance with the Florida Statutes as herein set forth. All Services to be provided by DESIGN PROFESSIONAL pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Authorization issued pursuant to the procedures described herein. The form of the Work Authorization is set forth in attached Schedule A. Any deviation from the scope of services set forth in the Work Authorization must be brought to 1 (CDP) OWNER’S attention in writing by DESIGN PROFESSIONAL and all such deviations must be expressly approved by OWNER in writing. 1.1.1 All Services must be authorized in writing by OWNER in the form of a Work Authorization. DESIGN PROFESSIONAL shall not provide any Services to OWNER unless and to the extent they are required in a written Work Authorization. Any Services provided by DESIGN PROFESSIONAL without a written Work Authorization shall be at DESIGN PROFESSIONAL’S own risk and OWNER shall have no liability for such Services. 1.1.2 As OWNER identifies certain Services it wishes DESIGN PROFESSIONAL to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from DESIGN PROFESSIONAL for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope of those Services and the compensation to be paid for such Services, a Work Authorization shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Authorization. 1.1.3 Upon execution of a Work Authorization as aforesaid, DESIGN PROFESSIONAL agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Authorization. 1.1.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto DESIGN PROFESSIONAL that any specific amount of Services will be requested or required of DESIGN PROFESSIONAL pursuant to this Agreement. 1.1.5 DESIGN PROFESSIONAL shall have no authority to act as the agent of OWNER under this Agreement or to obligate OWNER in any manner or way. 1.1.6 All duly executed Work Authorizations are hereby incorporated into and made a part of this Agreement by reference. 1.2 DESIGN PROFESSIONAL agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in 2 (CDP) Orange County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional Services to be provided and performed by DESIGN PROFESSIONAL pursuant to this Agreement. 1.3 DESIGN PROFESSIONAL agrees that, when the Services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified personnel to provide such Services. 1.4 DESIGN PROFESSIONAL hereby designates as its Principal in Charge (hereinafter referred to as the “Principal in Charge”), with full authority to bind and obligate DESIGN PROFESSIONAL on all matters arising out of or relating to this Agreement. For each Work Authorization DESIGN PROFESSIONAL will designate in writing an individual to serve as DESIGN PROFESSIONAL’S representative (hereinafter referred to as the “Representative”). The Representative is authorized and responsible to act on behalf of DESIGN PROFESSIONAL with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Authorization. By execution of this Agreement, DESIGN PROFESSIONAL acknowledges that the Representative has full authority to bind and obligate DESIGN PROFESSIONAL on all matters arising out of or relating to the Work Authorization. DESIGN PROFESSIONAL agrees that the Principal in Charge and the Representatives shall devote whatever time is required to satisfactorily manage the Services to be provided and performed by DESIGN PROFESSIONAL under the Work Authorization. Further, DESIGN PROFESSIONAL agrees that the Principal in Charge and the Representatives shall not be removed by DESIGN PROFESSIONAL without OWNER’S prior approval, and if so removed must be immediately replaced with a person acceptable to OWNER, which approval and acceptance shall not be unreasonably withheld by OWNER. 1.5 DESIGN PROFESSIONAL agrees that its senior staff, subconsultants and subcontractors who will perform any Services under this Agreement are subject to OWNER’S reasonable approval. Attached hereto as Schedule B is a listing of DESIGN PROFESSIONAL’S senior staff, subconsultants and subcontractors who have been assigned to provide the services required under this Agreement. None of the senior staff, subconsultants and subcontractors identified in Schedule B shall be removed by DESIGN PROFESSIONAL without OWNER’S prior approval (such approval not to be unreasonably withheld), and if so removed shall be immediately replaced with a person or firm reasonably acceptable to OWNER. DESIGN PROFESSIONAL further agrees, within fourteen (14) calendar days of receipt of a written request from OWNER, to promptly remove and replace the Representative, or any other personnel employed or retained by DESIGN PROFESSIONAL, or any subconsultants or subcontractors or any 3 (CDP) personnel of any such subconsultants or subcontractors engaged by DESIGN PROFESSIONAL to provide and perform any of the Services pursuant to the requirements of this Agreement, whom OWNER shall request in writing to be removed, which request may be made by OWNER with or without cause. If DESIGN PROFESSIONAL is required to remove and replace a subconsultant or subcontractor without cause, an equitable adjustment shall be made to the compensation provided for in any Work Authorization to which such subcontractor or subconsultant may have been assigned. 1.6 DESIGN PROFESSIONAL represents to OWNER that it has expertise in the type of professional [SELECT architectural, engineering, landscape architectural or registered surveying and mapping] services that will be required under this Agreement. Drawings shall be prepared in electronic AutoCAD format and the Project Manual shall be prepared as an electronic Word document per OWNER’S standards found in the DGM Guideline Index (“Guidelines”). By execution of this Agreement and each subsequent Work Authorization issued hereafter, if any, DESIGN PROFESSIONAL acknowledges it has received the most recent version of the Guidelines as of the date of this Agreement or such subsequent Work Authorization and will follow, observe and design in accordance with the standards, requirements and conventions set forth therein. DESIGN PROFESSIONAL agrees that all Services to be provided by DESIGN PROFESSIONAL pursuant to this Agreement shall be subject to OWNER’S reasonable review and approval and shall be in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations (including utility regulations), local and state fire marshal requirements and the Florida Building Code, as well as the requirements of any governmental agencies which regulate or have jurisdiction over the Services to be provided and performed by DESIGN PROFESSIONAL hereunder. In the event of any conflicts in these requirements, DESIGN PROFESSIONAL shall promptly notify OWNER of such conflict in writing and utilize its best professional judgment to resolve the conflict. OWNER’S approval of any design documents in no way relieves DESIGN PROFESSIONAL of its obligation to deliver complete and accurate documents necessary for successful completion of the subject project pursuant to the Work Authorization. 1.7 DESIGN PROFESSIONAL agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER’S prior written consent, or unless incident to the proper performance of DESIGN PROFESSIONAL’S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the Services to be rendered by DESIGN PROFESSIONAL hereunder, and DESIGN PROFESSIONAL shall require all of its employees, agents, sub-consultants and subcontractors to comply with the provisions of this paragraph.

- DESIGN PROFESSIONAL’S RESPONSIBILITY. 1.1 From time to time upon the request or direction of OWNER as hereinafter provided, DESIGN PROFESSIONAL shall provide to OWNER professional [SELECT architectural, engineering, landscape architectural or registered surveying and mapping] and/or engineering services (hereinafter in all phases of the “Services”) in accordance with the Florida Statutes as herein set forthProject to which this Agreement applies. All Services design services to be provided by DESIGN PROFESSIONAL pursuant to this Agreement shall be in conformance with the scope Scope of services, which shall be Services described in a Work Authorization issued pursuant to the procedures described hereinSchedule A (“Scope of Services”). The form of the Work Authorization is set forth in attached Schedule A. Any deviation from the scope Scope of services set forth in the Work Authorization Services must be promptly brought to 1 (CDP) OWNER’S ’s attention in writing by DESIGN PROFESSIONAL and all such deviations must be expressly approved by OWNER in advance in writing. 1.1.1 All . The Basic Services must be (as defined in Section 1.2) and any authorized Additional Services (as determined in writing by OWNER in the form accordance with Article 2) required of a Work Authorization. DESIGN PROFESSIONAL shall not provide any Services are referred to OWNER unless and collectively at times as “Services.” 1.2 The basic services to the extent they are required in a written Work Authorization. Any Services provided be performed by DESIGN PROFESSIONAL without a written Work Authorization shall be at DESIGN PROFESSIONAL’S own risk and OWNER shall have no liability for such Services. 1.1.2 As OWNER identifies certain Services it wishes DESIGN PROFESSIONAL to provide pursuant to hereunder are set forth in the terms Scope of this Agreement, OWNER shall request a proposal from DESIGN PROFESSIONAL for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope of those Services and include such other and further services as are normally and customarily provided by a design professional in the ordinary course of business as a part of such basic services, even if not specifically identified in the Scope of Services (collectively, the “Basic Services”). The total compensation to be paid for such Services, a Work Authorization shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Authorization. 1.1.3 Upon execution of a Work Authorization as aforesaid, DESIGN PROFESSIONAL agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Authorization. 1.1.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER for all Basic Services is set forth in Article 5 and that OWNER does not represent or guarantee unto DESIGN PROFESSIONAL that any specific amount of Services will be requested or required of DESIGN PROFESSIONAL pursuant to this Agreement.Schedule B. 1.1.5 DESIGN PROFESSIONAL shall have no authority to act as the agent of OWNER under this Agreement or to obligate OWNER in any manner or way. 1.1.6 All duly executed Work Authorizations are hereby incorporated into and made a part of this Agreement by reference. 1.2 1.3 DESIGN PROFESSIONAL agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in 2 (CDP) Orange County, Florida, including, but not limited to, including all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional Services services to be provided and performed by DESIGN PROFESSIONAL pursuant to this Agreement. 1.3 1.4 DESIGN PROFESSIONAL agrees that, when the Services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified personnel to provide such Services. 1.4 1.5 DESIGN PROFESSIONAL has employed and hereby designates as its Principal in Charge (hereinafter referred to as the “Principal in Charge”), with full authority to bind and obligate DESIGN PROFESSIONAL on all matters arising out of or relating to this Agreement. For each Work Authorization DESIGN PROFESSIONAL will designate in writing an individual to serve as DESIGN PROFESSIONAL’S ’s representative (hereinafter referred to as the “Representative”). The Representative is authorized and responsible to act on behalf of DESIGN PROFESSIONAL with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Authorizationthis Agreement. By execution of this Agreement, DESIGN PROFESSIONAL acknowledges that the Representative has full authority to bind and obligate DESIGN PROFESSIONAL on all matters arising out of or relating to the Work Authorizationthis Agreement. DESIGN PROFESSIONAL agrees that the Principal in Charge and the Representatives Representative shall devote whatever time is required to satisfactorily manage the Services to be provided and performed by DESIGN PROFESSIONAL under the Work Authorizationhereunder. Further, DESIGN PROFESSIONAL agrees that the Principal in Charge and the Representatives Representative identified above shall not be removed by DESIGN PROFESSIONAL from the Project without OWNER’S ’s prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER, which approval and acceptance shall not be unreasonably withheld by OWNER. 1.5 1.6 DESIGN PROFESSIONAL agrees that its senior staff, subconsultants staff and subcontractors its Consultants (defined below) who will perform any Services under this Agreement for the Project are subject to OWNER’S ’s reasonable approval. Attached hereto as Schedule B G is a listing of DESIGN PROFESSIONAL’S ’s senior staff, subconsultants and subcontractors staff who have been assigned to provide the services required under this AgreementProject, as well as the Consultants who will be used by DESIGN PROFESSIONAL on the Project. None of the senior staff, subconsultants and subcontractors staff or Consultants identified in Schedule B G shall be removed by DESIGN PROFESSIONAL from the Project without OWNER’S ’s prior written approval (such approval not to be unreasonably withheld), and if so removed shall be immediately replaced with a person or firm reasonably acceptable to OWNER. DESIGN PROFESSIONAL further agrees, within fourteen (14) calendar days of receipt of a written request from OWNER, to promptly remove and replace the Representative, or any other personnel employed or retained by DESIGN PROFESSIONAL, or any subconsultants or subcontractors Consultants or any 3 (CDP) personnel of any such subconsultants or subcontractors Consultants engaged by DESIGN PROFESSIONAL to provide and perform any of the Services or work pursuant to the requirements of this Agreement, whom OWNER shall request in writing to be removed, which request may be made by OWNER with or without cause. If DESIGN PROFESSIONAL is required to remove and replace a subconsultant or subcontractor without cause, an equitable adjustment shall be made responsible to OWNER for the compensation provided for in any Work Authorization acts and omissions of DESIGN PROFESSIONAL’s employees and Consultants arising out of or resulting from the performance of the Services hereunder which do not conform to which such subcontractor DESIGN PROFESSIONAL’s standard of care, would constitute a breach of this Agreement if the act or subconsultant may have been assignedomission were committed by DESIGN PROFESSIONAL or are otherwise wrongful or unlawful. 1.6 1.7 DESIGN PROFESSIONAL represents to OWNER that it has expertise in the type of professional [SELECT architectural, engineering, landscape architectural or registered surveying and mapping] and/or engineering services that will be required under this Agreementfor the Project. Drawings shall be prepared in electronic AutoCAD format format, as determined by OWNER, and the Project Manual Manual, as defined in the Owner’s Design Guidelines identified in Exhibit 1 (“Design Guidelines”) to Schedule A, shall be prepared as an electronic Word document per Portable Document Format (PDF) in accordance with OWNER’S ’s standards found set forth in the DGM Guideline Index (“Design Guidelines”). By execution of this Agreement and each subsequent Work Authorization issued hereafter, if anyAgreement, DESIGN PROFESSIONAL acknowledges it has received and reviewed the most recent version of the OWNER’s Design Guidelines as of the date of this Agreement or such subsequent Work Authorization and will identified in Exhibit 1 to Schedule A. DESIGN PROFESSIONAL agrees to follow, observe and design in accordance with the standards, requirements and conventions set forth thereinin the Design Guidelines. DESIGN PROFESSIONAL further agrees that all Services to be provided by DESIGN PROFESSIONAL pursuant to this Agreement shall be subject to OWNER’S ’s reasonable review and approval and shall be in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations (including utility regulations), local and state fire marshal requirements and the Florida Building Code, as well as the requirements of any governmental agencies which regulate or have jurisdiction over the Project or the Services to be provided and performed by DESIGN PROFESSIONAL, specifically including, without limitation, the Florida Department of Education State Requirements for Educational Facilities 2014 (or later version in effect at time of execution of this Agreement or any amendment hereto) (the “SREF”). Upon Architectural Notice to Proceed, DESIGN PROFESSIONAL hereunderfurther agrees to attend the first available training session provided by Orange County Public Schools, Building Code Compliance Office at no cost. In the event of any conflicts in these requirements, DESIGN PROFESSIONAL shall promptly notify OWNER of such conflict in writing and utilize its best professional judgment to resolve the conflict. Nothing in this Agreement shall be construed to eliminate DESIGN PROFESSIONAL’s responsibility for compliance of its design, its documents and its Services with applicable local, state and federal statutes and regulations and applicable professional practice standards. OWNER’S ’s approval of any the design documents in no way relieves DESIGN PROFESSIONAL of its obligation to deliver complete and accurate documents necessary for successful completion construction of the subject project pursuant to the Work AuthorizationProject. 1.7 1.8 DESIGN PROFESSIONAL agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER’S ’s prior written consent, or unless incident to the proper performance of DESIGN PROFESSIONAL’S ’s obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the Services to be rendered by DESIGN PROFESSIONAL hereunder. “Non-public information” shall mean any information or records that Chapter 119, and Florida Statutes, exempts Owner from disclosing. DESIGN PROFESSIONAL shall require all of its employees, agents, sub-consultants and subcontractors Consultants to comply with the provisions of this paragraph.