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MAIN LIBRARY AGREEMENT BETWEEN OWNER AND ARCHITECT-ENGINEER I I Punlic Works .L!.dmin\st\<;:~tio!1 ~()P\'i- r~ !":;.r..,. r JB DEPARTMENT OF MANAGEMENT SERVICES c L~WTON CHIlli, GOVERNOR 4050 Esplanade Way. Tallahassee, Florida 32399-@0 c: [: 'V') l.-e,: ',::_);Vl j\,,~(~ ,c." ... '-WILLIAM H. LINDNER,. SECRETARY Facilities Development Building 4030, Suite 315 February 2, 1999 Harvard Jolly Clees Toppe Architects, Inc. 2714 Ninth Street North St. Petersburg, Florida 33704 RE: COC-97075010 Clearwater Public Library Main Library Clearwater, Florida DOCUMENT: AGREEMENT Gentlemen: Enclosed is an executed copy of the above referenced document for your files. Please continue your efforts under the direction of our Project Manager, Mr. Larry Roemer. , Sincerely, ~J+ H.R. Hough, Contracts Administrator HRH/la cc: Compt~ol~ Fiscal y Larry Roemer (DMS) Enclosure .. '" Recycled Paper " ~'~'-" ..,.......,-,_. --,-,"" "-. ........~- ~,-~-,._',,.. I I . STATE OF FLORIDA DEPARlMENT OF MANAGEMENT SERVICES AGREEMENT BETWEEN OWNER, AGENT AND ARCHITECT-ENGINEER STATE PROJECT NO.: COC-97075010 PROJECT NAME AND LOCATION: CLEARWATER PUBLIC LIBRARY, MAIN LIBRARY, CLEARWATER, FLORIDA CONTRACTOR: TO BE DETERMINED ARCHITECT-ENGINEER: HARVARD JOLLY CLEES TOPPE ARCHITECTS, PA, A FLORIDA PROFESSIONAL ASSOCIA nON, 2714 NINTII STREET NORTH ST. PETERSBURG, FLORIDA 33704 PHONE: (813) 896-4611 E-MAIL: TOPPE@HJCT.COM Lawton Chiles, Governor Don Mills, Acting Secretary AE4 o I I AGREEMENT BETWEEN OWNER AND ARCHITECT-ENGINEER THIS AGREEMENT made this ~ day of January in the year Nineteen Hundred and Ninety Nine BY AND BETWEEN FACILITIES DEVELOPMENT, DEPARTMENT OF MANAGEMENT SERVICES, STATE OF FLORIDA, the AGENT FOR THE OWNER, and HARVARD JOLLY CLEES TOPPE ARCHITECTS, PA., A FLORIDA PROFESSIONAL ASSOCIATION, Federal Tax J.D. Number: 59-1430579, the ARCHITECT- ENGINEER. ARTICLE 1 THE CONSTRUCTION TEAM AND EXTENT OF AGREEMENT 1.1 The Architect-Engineer accepts the relationship of trust and confidence established between him and the Owner by this Agreement. He covenants with the Owner to furnish his best skill and judgment and to cooperate with the Client Agency and the Contractor in furthering the interests of the Owner. He agrees to provide professional services and to use his best efforts to complete the project in the best and soundest way and in the most expeditious and economical manner consistent with the interest of the Owner. 1.2 The Construction Team - The Contractor, the Owner, the Agent and the Architect-Engineer, called the "Construction Team", shall work from the beginning of planning through fmal construction completion and shall be available thereafter should additional services be required. The Architect-Engineer will provide leadership during the design phase with support from the Contractor, and the Contractor shall provide leadership to the Construction Team on all matters relating to construction. The specific representatives of the Construction Team are shown in the attached Exhibit A, which Exhibit A by reference and attachment hereto fonns a part of this Agreement. 1.3 Extent of Agreement - This Agreement for professional services for Project Number COC-9707501O entitled "Clearwater Public Library, Main Library, Clearwater, Florida" , represents the entire Agreement between the Owner and the Architect-Engineer. This Agreement shall not be superseded by any provisions of the documents for construction and may be amended only by written instrument signed by both the Owner and the Architect-Engineer. 1.4 Defmitions: Project - The Project is the total work to be performed under this Agreement. The Project consists of planning, design, construction and associated site work to build the component parts of the project. Agent - The State of Florida, Department of Management Services, Facilities Development, acting through its Secretary or those persons designated by the Secretary to act in his behalf, as Agent for the Owner pursuant to the Client Agreement dated Contractor - TO-BE-DETERMINED Architect-Engineer - Harvard Jolly Clees Toppe Architects, PA, A Florida Professional Association, 2714 Ninth Street North, St. Petersburg, Florida 33704. Project Director - The person designated by the Owner to provide direct interface with the Architect-Engineertwith respect to the Owner's responsibilities. 1 " ~ 1 I I Owner - The Entity that will occupy, use and own the project upon substantial completion is the City of Clearwater, Public Works Administration, 1650 North Arcturas Avenue, Clearwater, Florida 33758. The funds with which the compensation of the architects, engineers, contractors, etc., will be paid are under control of the City of Clearwater, based on approval of each payment by Facilities Development, the State of Florida. All duties of Owner hereinafter shall be performed by Facilities Development acting in its capacity as Agent for the Owner. Owner's Representatives - The Project Director, his superiors or his designee. 1.5 Owner's Construction Budget: Owner's funds budgeted and requested for construction of the Project. The Owner's Construction Budget is $ * , identified in Exhibit B, including all Contractor management fees, costs of the work and the Owner's and Contractor's construction and interface contingencies. This Exhibit B by reference and attachment hereto forms a part of this Agreement. 1.6 Owner's Project Budget: The Owner's funds budgeted and requested for the development of the project including the construction budget and all other fees, land acquisition costs, and other costs necessary to develop the project. The project budget is $ * . The component parts are shown in the attached Exhibit C, which Exhibit C by reference and attachment hereto forms a part of this Agreement. 1.7 Architect-Engineer's Personnel- The Architect-Engineer's key personnel shall be as shown by Exhibit A. The Architect-Engineer shall not deviate from these key personnel without fIrst obtaining the written consent of the Owner. ARTICLE 2 COMPENSATION THE OWNER AGREES TO PAY THE ARCHITECT-ENGINEER AS COMPENSATION FOR HIS SERVICES: 2.1 For his Basic Services prescribed in Article 3, Section 3.4 hereinafter, the lump sum amount of $ 124,312.00, to be paid as prescribed in Article 9.1 hereinafter. The balance of the services listed in Article 3 will be negotiated at a later date. Should the scope of work increase the Architect-Engineer's Fee will be renegotiated at a total percentage that does not exceed the original percentage of 8.5%. Typically as construction cost increases the fee percentage is reduced. Should the scope of work decrease the Architect-Engineer's fee will be reduced in proportion to the scope reduction. For his Additional Services as listed in Exhibit G an allowance of $36,688.00 is established and is now authorized by the Owner or Agent as required for the benefit of the project. 2.2 For Additional Services defmed in Article 4 hereinafter to be paid as a Lump Sum, the Lump Sum prescribed in the authorization. 2.3 For Additional Services defmed in Article 4 hereinafter to be paid as a multiple of Actual Payroll Costs, the multiples shown below shall be applied to the Actual Payroll Costs for those Additional Services defmed in Article 4 hereinafter. Actual Payroll Costs shall be defmed as the cost of salaries or wages paid directly to personnel engaged on the Project. The multiples being applied to the Actual Payroll Costs cover overhead, profit and fringe benefits such as, but not limited to, social security contributions, unemployment taxes, excise taxes, payroll taxes, worker's compensation, health and retirement benefits, bonuses, sick leave, vacation and holiday pay. The Overhead, Profit & Fringe Benefit Multiplier for Firms not listed below will be approved by the Owner's Project Director when authorizing additional services required for the project. *To be determined at a later date 2 '-' ~ I I FIRM OVERHEAD, PROFIT & FRINGE BENEFIT MULTIPLIER 2.67 Harvard Jolly Clees Toppe Architects 2.4 Reimbursable expense as defmed in Article 8 hereinafter, not exceeding the limits of Section 112.061 of the Florida Statutes. ARTICLE 3 ARCHITECT-ENGINEER'S BASIC SERVICES 3.1 THE ARCHITECT-ENGINEER AGREES TO PROVIDE BASIC PROFESSIONAL SERVICES FOR THE PROJECT AS HEREINAFTER SET FORTH. *3.2 PROGRAMMING PHASE (1) The Architect-Engineer shall consult with the Owner to ascertain the requirements. (2) He shall provide the services prescribed in the attached Exhibit D, which Exhibit D by reference and attachment hereto forms a part of this Agreement. (3) He shall submit to the Owner for review and approval the Periodic Work Products prescribed in the attached Exhibit E, which Exhibit E by reference and attachment hereto forms a part of this Agreement. *3.3 CONCEPTUAL SCHEMATIC DESIGN PHASE (1) The Architect-Engineer shall prepare, from the approved Programming Phase Documents, the Conceptual Schematic Design Studies for all components as necessary to achieve a solution acceptable to the Owner. The Conceptual Design Studies shall consist of sketches, concepts, organization, orientation, relationship to existing and future facilities, energy conservation approaches and equipment parameters necessary to clearly defme the general scope and direction of the project. (2) The Architect-Engineer shall include the site selection as part of the Schematics effort for this project. (3) The Architect-Engineer shall coordinate the development with the Contractor and provide to the Owner a review and comment of the Contractor's estimates. (4) The Architect-Engineer shall provide and distribute ~ hard (paper) copies and 1 electronic copy of the Conceptual Schematic Design Studies Documents for review and comment as directed by the project director. 3.4 SCHEMATIC DESIGN PHASE (1) The Architect-Engineer shall prepare, from the approved Documents, the Schematic Design Studies, defIning the recommended solution. The Schematic Design Studies will consist of plans, sections, elevations, outline specifications, and other details necessary to fully describe the design intent. *Not required for this Project. 3 (, ~ I I (2) The Architect-Engineer shall coordinate the development with the Contractor and provide to the Owner a review and comment of the Contractor's estimate. (3) The Architect-Engineer shall provide and distribute ~ hard (paper) copies and 1 electronic copy of the Schematic Design Studies Documents for review and comment as directed by the project director. *3.5 DESIGN DEVELOPMENT PHASE (1) The Architect-Engineer shall prepare, from the approved Schematic Design Studies Documents, the Design Development Documents consisting of plans, elevations and other drawings, including perspective sketches and outline specifications to fix and illustrate the size and character of the entire project in its essentials as to kinds of materials, type of structure, mechanical, electrical systems, civillsitework and such other work as may be required. The data included shall be sufficient to fIrmly fIx the scope of the project, enabling the Contractor to provide the Owner with a Guaranteed Maximum Price for construction. (2) The Architect-Engineer shall coordinate the development with the Contractor and provide the Owner with a review and comments of the Contractor's estimates and Guaranteed Maximum Price. (3) The Architect-Engineer shall provide and distribute ~ hard (paper) copies and 1 electronic copy of the Design Development Documents for review and comment as directed by the project director. *3.6 CONSTRUCTION DOCUMENTS PHASE (1) The Architect-Engineer shall prepare, from the approved Design Development Documents, Contract Documents consisting of Working Drawings and Specifications and setting forth in detail the work. (2) The Contract Documents shall be prepared in Bid Groups for specific work as designated by the Contractor with the Agreement of the Construction Team. (3) The nontechnical documents consisting of the necessary bidding information, General Conditions of the Contract, Supplementary General Conditions of the Contract, Division one of the specifications, proposal and contract form shall be prepared by the Contractor. The Architect-Engineer shall review and provide the Owner his comments on these documents. (4) The Architect-Engineer shall provide and distribute ~ hard (paper) copies and 1 electronic copy of the Contract Documents for each Bid Group for review and comment, including the nontechnical documents, as directed by the project director. (5) Upon approval by the project director of the Contract Documents for each bid group, the Architect- Engineer shall furnish to the Contractor mylar prints of all drawings and camera ready copy of all specification data. (6) The Architect-Engineer will provide the Owner with two copies of the documents for each bid group, which shall be properly sealed and forwarded to the Project Director and FCO Manager. Copies of the Contract Documents for the Architect-Engineer's use will be the responsibility of the Architect- Engineer. Upon approval of the Contract Documents, the Architect-Engineer will furnish the Owner with ~ copies of the CADD Documents as described in Article 3.6 (11) hereinbelow. *To be negotiated at a later date. 4 I I (7) The Architect-Engineer, consulting with the Construction Team, shall prepare necessary addenda to each Bid Group and provide mylars or camera ready copy of each as appropriate to the Contractor. All addenda, prior to distribution, shall be approved by the Project Director. Copies of each addendum, properly sealed, shall be forwarded to the Project Director and FCO Manager. (8) The Architect-Engineer shall cooperate in the development of each bid group with the Contractor and provide to the Owner review and comments on the Contractor's prebid estimate of each bid group package. (9) The Architect-Engineer shall provide Contract documents (Design Documents, Specifications, etc.) which conform to applicable building codes (see Chapter 60D- 7, Florida Administrative Code) and zoning codes and generally accepted construction industry standards. The Architect-Engineer shall signify his responsibility for the Contract Documents prepared pursuant to this Agreement by affixing his signature, date and seal thereto as required by Chapters 471 and 481, Florida Statutes. If the facility being constructed meets the defmition of a threshold building as defmed in Chapter 553.71(7), Florida Statutes, then the Architect-Engineer shall insert the following statement on each sheet required by Chapters 471 and 481, Florida Statutes, to be signed, sealed and dated by the Architect-Engineer: To the best of my knowledge, the plans, specifications and addenda comply with the applicable minimum building codes. Where this Agreement provides for the Owner's approval of the Architect-Engineer's design suggestions and decisions, such approval shall not relieve the Architect-Engineer of any responsibility or warranty hereunder. (10) When the facility being designed under this Agreement meets the defmition of a threshold building as defmed in Chapter 533.71(7), Florida Statutes, the Architect-Engineer must prepare and submit to the Owner's Pennitting Section two (2) copies of a Threshold Building Inspection Plan. This Threshold Building Inspection Plan must give specific inspection procedures and schedules so that the building will be adequately inspected for compliance with the pennitted construction documents. Since a building pennit for construction of a threshold building carmot be obtained until this Threshold Building Inspection Plan has been submitted to the Owner's Pennitting Section, the Architect-Engineer must submit this Threshold Building Inspection Plan to the Owner's Pennitting Section simultaneously with the 100% Completed Construction Documents. (11) The Architect-Engineer, whether utilizing a computer aided design and drafting application (CADD) or a manual design and drafting technique, shall provide the Owner with two (2) sets of disk files at the conclusion of 100% Construction Documents defmed in Article 3.6(1). Drawing files will be compatible with the latest DOS or Windows release of "AutoCad" in a .dwg file format and will contain all font, symbol, block and attribute files used to assemble the documents. Technical specifications shall be in a Microsoft Word or ASCII file format suitable for acceptable translation to Microsoft Word. Disk files may be submitted on high density 1.2 megabyte or 1.44 megabyte flexible media, with the contents of each disk appropriately labeled. Layering of drawing files will conform to the "CADD Layering Guidelines", Recommended Designations for Architecture, Engineering and Facility Management; Computer-Aided Design", published by the American Institute of Architects. The Architect-Engineer shall also provide with the disk files a directory of the layers used and the identification of each layer. 5 I I *3.7 BIDDING PHASE (1) The Contractor shall be responsible for administering the bidding of each Bid Group. (2) The Architect-Engineer shall evaluate product equals at the request of the Contractor and make a decision on each in a timely manner. (3) The Architect-Engineer shall attend the prebid conference and bid opening for each Bid Group. (4) The Architect-Engineer will assist the Contractor in evaluating all bids received and provide comment and recommendation to the Owner on each proposed authorization for work. *3.8 CONSTRUCTION PHASE 3.8.1 Construction Phase - Administration of the Construction Contract Work under Contract to Contractor. (1) The Construction Phase will commence with a written authorization from the Contracts Administrator for Construction to begin and, together with the Architect-Engineer's obligation to provide Basic Services under this Agreement, will terminate when fmal payment to the Contractor is made, or in the absence of a fmal Certificate for Payment or of such due date, 120 days after the date of Substantial Completion of the total project, whichever occurs frrst. (2) Unless otherwise provided in this Agreement and incorporated in the Contract Documents, the Architect-Engineer shall provide administration for the Construction contract as set forth below and in the Conditions of the Contracts for Construction, as developed by the Contractor with the approval of the Architect-Engineer and Owner. (3) The Architect-Engineer shall be a representative of the Owner during the Construction, and shall advise and consult with the Owner. Instructions to the Contractor shall be forwarded through the Architect-Engineer. The Architect-Engineer shall have authority to act on behalf of the Owner only to the extent provided in the Contract Documents unless otherwise modified by written instrument in accordance with Subparagraph (18). (4) The Architect-Engineer shall provide periodic visits to the site as prescribed in Exhibit F to be generally familiar with the progress and quality of the Work and to determine in general if the Work is proceeding in accordance with the Contract Documents. This Exhibit F by reference and attachment hereto forms a part of this Agreement. On the basis of such on-site observations of the Architect-Engineer, the Architect-Engineer shall keep the Owner informed of the progress and quality of the Work, and shall endeavor to guard the Owner against defects and deficiencies in the Work of the Contractor. (5) The Architect-Engineer shall not have control or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, for acts or omissions of the Contractor, subcontractor or any other persons performing any of the Work, or for failure of any of them to carry out the Work in accordance with the Contract Documents. The Architect-Engineer shall not be responsible for the Contractor. (6) The Architect-Engineer shall at all times have access to the Work wherever it is in preparation or progress. *To be negotiated at a later date. 6 I I (7) Based on the Architect-Engineer's observations at the site, the recommendations of the Contractor and an evaluation of the Application for Payment, the Architect-Engineer shall determine the amounts owing to the Contractor and shall issue a Certificate of Payment in such amounts, as provided in the Contract Documents. (8) The issuance of a Certificate for Payment shall constitute a representation by the Architect-Engineer to the Owner that, based on the Architect's observation at the site and on the data comprising the Application for Payment. Work has progressed to the point indicated; that, to the best of the Architect's knowledge, infonnation and belief, the quality of Work is in accordance with the Contract Documents (subject to an evaluation of Work for confonnance with the Contract Documents upon Substantial Completion, to the results or any subsequent tests required by or performed under the Contract Documents, to minor deviations from the Contract Documents correctable prior to completion, and to any specific qualifications stated in the Project Certificate for Payment); and that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Architect-Engineer has made any examination to ascertain how or for what purpose the Contractor has used the monies paid on account of the Contract Sum. (9) Should disagreement occur between the Contractor and Architect-Engineer over acceptability of work and conformance with the requirements of the specifications and plans, the Project Director shall be the fmaljudge of performance and acceptability. (10) All interpretations and decisions of the Architect-Engineer shall be consistent with the intent of, and reasonably inferable from, the Contract Documents, and shall be in writing or in graphic form. (11) The Architect-Engineer's decision in matters relating to artistic effect shall be fmal if consistent with the intent of the Contract Documents. The Architect-Engineer's decisions on any other claims, disputes or other matters, including those in question between the Owner and the Contractor, shall be subject to claims provisions provided in this Agreement and in the Contract Documents. (12) The Architect-Engineer shall have authority to reject Work which does not conform to the Contract Documents. Whenever, in the Architect-Engineer's reasonable opinion, it is necessary or advisable to insure conformance with the provisions of the Contract Documents, the Architect-Engineer shall have authority to require special inspection or testing of Work in accordance with the provisions of the Contract Documents, whether or not such work be then fabricated, installed or completed; but the Architect-Engineer shall take such action only after consultation with the Contractor and Owner. (13) The Architect-Engineer shall receive submittals such as Shop Drawings, Product Data and Samples from the Contractor and shall review and approve or take other appropriate action upon them, but only for conformance with the design concept of the Project and with the information given in the Contract Documents. Such action shall be taken with reasonable promptness so as to cause no delay. The Architect-Engineer's approval of a specific item shall not indicate approval of an assembly of which the item is a component. (14) The Architect-Engineer shall review and approve or take other appropriate action on Change Orders prepared by the Contractor for the Owner's authorization in accordance with the Contract Documents. (15) The Architect-Engineer shall have authority to order minor changes in Work not involving an adjustment in a Contract Sum or an extension of a Contract Time and which are not inconsistent with the intent of the Contract Documents. Such changes shall be effected by written order issued to the Contractor endorsed by the project director. 7 I I (16) The Architect-Engineer, assisted by the Contractor, shall conduct inspections to determine the dates of substantial completion and fmal completion and shall issue appropriate Certificates. (17) The Architect-Engineer shall assist the Contractor in receiving and forwarding to the Owner written warranties and related documents assembled by the Contractors. (18) The extent of the duties, responsibilities and limitations of authority of the Architect-Engineer as a representative of the Owner during construction shall not be modified or extended without the written consent of the Owner. ARTICLE 4 ADDITIONAL SERVICES OF THE ARCHITECT-ENGINEER 4.1 The following services cause the Architect-Engineer extra expense. If any of these services are previously authorized in writing by the Owner (Contracts Administrator, or FCO Manager, or Project Director), they shall be paid for by the Owner as a Lump Sum or as a Multiple of Direct Personnel Expense, whichever is specified in the authorization. See Exhibit G for currently authorized additional services. 4.2 Additional services due to significant changes in general scope of the Project or its requirements including, but not limited to, changes in size, complexity, or character of construction. 4.3 Revising previously approved drawings or specifications to accomplish changes. 4.4 Providing Detailed Cost Estimates. 4.5 When required by the Owner, preparing documents for Change Orders. 4.6 Consultation concerning replacement of any work damaged by fIre or other cause during construction and furnishing professional services of the types set forth in Article 3 as may be required in connection with the replacement of such work. 4.7 Arranging for the work to proceed should the Contractor default due to delinquency or insolvency. 4.8 Providing prolonged contract administration and observation of construction should the construction contract time be exceeded by more than 25% due to no fault of the Architect-Engineer. The Architect-Engineer's efforts necessary to accomplish Substantial Completion and Final Completion inspections are included as a basic service and shall not be considered as an item of prolonged contract administration and observation, regardless of when performed. 4.9 Revising drawings to show changes made during the construction process, based on marked up prints, drawings and other data furnished by the Contractor. 4.10 Project Representation Beyond Basic Services. (1) If the Owner and the Architect-Engineer agree that more extensive representation at the site than is described in Paragraph 3.8 shall be provided, the Architect-Engineer shall provide one or more additional Project Representatives to assist the Architect-Engineer in carrying out such responsibilities at the site. (2) Such Project Representatives shall be selected, employed and directed by the Architect-Engineer, and the Architect-Engineer shall be compensated therefore as mutually agreed between the Owner and the Architect-Engineer, as set forth in an authorization under this Agreement, which shall describe the duties, responsibilities and limitations of authority of such Project Representatives. 8 I I (3) Through the observations of such Project Representatives, the Architect-Engineer shall endeavor to provide further protection for the Owner against defects and deficiencies in Work, but the furnishing of such Project representation shall not modify the rights, responsibilities or obligations of the Architect-Engineer as described in Section 3.8. 4.11 Services of special consultants, for other than the normal structural, mechanical, electrical and civil engineering services, and services of estimators making detailed cost estimates. 4.12 Services of consultants providing surveys, subsurface investigations and testing. 4.13 Additional services in connection with the Project not otherwise provided for in this Agreement. ARTICLE 5 TIME The Architect-Engineer shall perform Basic and Additional Services as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. The project schedule shown as Exhibit G shall be amplified in further detail by the Contractor with the agreement of the Architect-Engineer which agreement shall not be unreasonably withheld. ARTICLE 6 THE OWNER'S RESPONSIBILITIES 6.1 The Owner shall provide full infonnation as to his requirements for the Project. 6.2 The Owner shall designate representatives authorized to act in his behalf. He shall examine documents submitted by the Architect-Engineer and render decisions pertaining thereto promptly to avoid unreasonable delay in the progress of the Architect-Engineer's work. He shall observe the procedure of issuing orders to Contractor only through the Architect-Engineer. 6.3 The Owner shall retain a Contractor to manage the Project. The Contractor's services, duties and responsibilities will be as described in the Agreement Between Owner and Contractor. The Terms and Conditions of the Owner/Contractor Agreement will be furnished to the Architect-Engineer and will not be modified without notification of the Architect-Engineer. 6.4 The Owner shall furnish or direct the Architect-Engineer to obtain, at the Owner's expense, a certified survey of the site giving, as required, grades and lines of streets, alleys, pavements and adjoining property; rights of way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the building site; locations, dimensions and complete data pertaining to existing buildings, other improvements and trees; full infonnation as to available service and utility lines, both public and private; and test borings and pits necessary for determining subsoil conditions. The Architect-Engineer's services in obtaining this data by others shall be included in basic services. 6.5 The Owner shall pay for structural, chemical, mechanical, soil mechanics or other tests and reports, if required. 6.6 The Owner shall arrange and pay for such legal, auditing and insurance counseling services as may be required by the Owner for the Project. 6.7 If the Owner observes or otherwise becomes aware of any defect in the Project, he shall give prompt written notice thereof to the Architect-Engineer and Contractor. 9 I I 6.8 If the estimate of Construction Cost or Detailed Cost Estimates are in excess of any limit stated herein, the Owner may give written approval of an increase in the limit or he shall cooperate in revising the project scope or quality, or both, to reduce the cost as required. ARTICLE 7 CONSTRUCTION COST 7.1 DEFINITION (1) The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Architect-Engineer. The construction cost shall not exceed the Owner's Construction Budget. The Owner's construction budget is set forth in Article 1 and Exhibit B. (2) The Construction Cost shall also include the cost of labor and materials furnished by the Owner and any equipment which has been designed, specified, selected or specially provided for by the Architect-Engineer. It shall also include the Contractor's compensation for services, Reimbursable Costs and the cost of work provided by the Contractor. (3) Construction Cost does not include the compensation of the Architect-Engineer and the Architect- Engineer's consultants, the cost of the land, rights-of-way, or other costs which are the responsibility of the Owner. 7.2 RESPONSIBILITY FOR CONSTRUCTION COST (1) The Architect-Engineer, as a design professional familiar with the construction industry, shall assist the Contractor in evaluating the Owner's Project budget and shall review the estimates of Construction Cost prepared by the Contractor. It is recognized, however, that neither the Architect- Engineer, nor the Owner has control over the cost of labor, materials or equipment, over the Contractors' method of determining Bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect-Engineer cannot and does not warrant or represent that Bids or negotiated prices will not vary from the Project budget proposed, established or approved by the Owner, or from the estimate of Construction Cost or other cost estimate or evaluation prepared by the Contractor. (2) No fIxed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal, or establishment of a Project budget, unless such fIxed limit has been agreed upon. If such a fIxed limit has been established, the Contractor will include contingencies for design, bidding and price escalation and the Contractor will consult with the Architect-Engineer to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project, and to include in the Contract Documents alternate Bids to adjust the Construction Cost to the fixed limit. (3) If Bids are not received within the time scheduled at the time the fIxed limit of Construction Cost was established due to causes beyond the Architect-Engineer's control, any fixed limit of Construction Cost established as a condition of this Agreement shall be adjusted to reflect any change in the general level of prices in the construction industry between the originally scheduled date and the date on which Bids are received. (4) If a fIxed limit of Construction Cost is exceeded by the sum of the lowest figures from bona fide Bids of negotiated proposals, plus the Contractor's estimate of other elements of Construction Cost for the Project, the Owner shall (1) give written approval of an increase in such fIxed limit, (2) authorize rebidding or renegotiation of the Project or portions of the Project within a reasonable time, or (3) 10 '. I I cooperate in revising the Project scope and quality as required to reduce the Construction Cost. In the case of Item (3) the Architect-Engineer shall modify the Drawings and Specifications as necessary to comply with the fixed limit, without additional cost to the Owner if the Architect has concurred in the Contractor's estimate of Construction Cost. The providing of such service shall be the limit of the Architect-Engineer's responsibility arising from the establishment of such fIxed limit, and having done so, the Architect-Engineer shall be entitled to compensation for all services performed in accordance with this Agreement, whether or not the Construction Phase is commenced. ARTICLE 8 REIMBURSABLE EXPENSES 8.1 Reimbursable Expenses include actual expenditures, not incidental to the services defmed in Article 3, not exceeding the limits of Section 112.061 of Florida Statutes, made by the Architect-Engineer in the interest of the Project for the following incidental expenses. All reimbursable expenses require previous written authorization from the Owner (the Contracts Administrator or the FCO Manager, or the Project Director). (1) Expense of transportation and living of principals and employees when traveling in connection with services other than those defmed in Article 3; reproduction of drawings and specifications, excluding copies for Architect-Engineer's office use and sets at each phase for the Owner's, Contractor and Using Agency's review and approval and sets furnished under Article 3; and fees paid for securing approval of authorities having jurisdiction over the Project. (2) Premium portions of overtime. (3) Expense of any additional insurance coverage or limits, including professional liability insurance, requested by the Owner in excess of that normally carried by the Architect-Engineer and the Architect-Engineer's consultants. ARTICLE 9 PAYMENTS TO THE ARCHITECT-ENGINEER 9.1 PAYMENTS ON ACCOUNT OF ARCHITECT-ENGINEER'S SERVICES (1) Payments against the following lump sum portions of the Basic Services Fee shall be made monthly in proportion to the percentage of each completed during the previous month: Schematic Design Studies Phase Upon Submittal of Documents . . . . . . . . . . Upon Approval of Documents .......... Design Development Phase Upon Submittal of Documents. . . . . . . . . . Upon Approval of Documents .......... Construction Documents Phase Upon Submittal of 100% Completed Documents Upon Approval of 100% Completed Documents. . . Construction Phase ............... Totals .. . . . . . . . . . . . . . . . . . . . $ 93,234.00 31,078.00 * * * - * * $ 124,312.00 (2) Payments for Additional Services of the Architect-Engineer as defmed in Article 4 hereinabove as a Lump Sum shall be made as prescribed in the Authorization. *To be determined at a later date. 11 '. I I (3) Payments for Additional Services of the Architect-Engineer's services as defmed in Article 4 hereinabove as a Multiple of Actual Payroll Costs, and for Reimbursable Expense as defmed in Article 8 hereinabove, shall be made monthly upon presentation of a detailed invoice. (4) Forty (40) calendar days shall be allowed for the Owner's inspection and approval of the goods and services for which any invoice has been submitted. 9.2 PAYMENTS WITHHELD No deductions shall be made from the Architect-Engineer's compensation on account of penalty, liquidated damages or other sums withheld from payments to Contractor, or on account of changes in Construction Cost other than those for which the Architect is held legally liable. 9.3 PROJECT SUSPENSION OR ABANDONMENT If the Project is suspended or abandoned in whole or in part for more than three months, the Architect shall be compensated for all services performed prior to receipt of written notice from the Owner of such abandonment, together with Reimbursable Expenses then due. ARTICLE 10 ARCHITECT-ENGINEER'S ACCOUNTING RECORDS Records of the Architect-Engineer's Direct Personnel, Consultant, and Reimbursable Expense pertaining to this project shall be kept on a generally recognized accounting basis and shall be available to the Owner or his authorized representative at mutually convenient times. ARTICLE 11 TERMINATION OF AGREEMENT 11.1 Termination For Cause Or Mutual Agreement This Agreement may be terminated by either party upon seven (7) days' notice by mutual agreement, or should one party fail substantially to perform in accordance with its terms through no fault of the other. Also, this Agreement may be unilaterally terminated by the Owner for refusal by the Architect-Engineer to allow public access to all documents, papers, letters or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Architect-Engineer or his consultants in conjunction with this Agreement. In the event of termination, due to the fault of others than the Architect-Engineer, the Architect-Engineer shall be paid for services performed to termination date, including reimbursements then due plus proven terminal expense. 11.2 Termination For Convenience The performance of work under this contract may be terminated by the Owner in accordance with this clause in whole, or from time to time in part, whenever the Owner shall determine that such termination is in the best interest of the Owner. Upon termination, the Architect-Engineer shall be entitled to payment and profit for work completed to the time of termination, only. The percentage of completion shall be determined by the Owner, based upon the approved Schedule. 12 I I ARTICLE 12 REUSE OF DOCUMENTS The Documents prepared pursuant to this Agreement shall not be used on other projects except by agreement in writing. The Owner may, at his own expense, obtain a set of reproducible record prints of drawings and other documents, or if required by the Owner, the Architect-Engineer shall deliver to the Owner the original tracings, but in such event the Owner at his own expense shall furnish the Architect-Engineer with a set of reproducible record prints thereof. ARTICLE 13 SUCCESSORS AND ASSIGNS The Owner and the Architect-Engineer each binds himself, his partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party in respect of all covenants of this Agreement. Neither the Owner nor the Architect-Engineer shall assign, sublet or transfer his interest in this Agreement without the written consent of the other. ARTICLE 14 CLAIMS AND DISPUTES The provisions of Chapter 60-4, Florida Administrative Code are referred to and adopted by reference as though set forth herein. Under the terms of this contract the Architect-Engineer shall not have any right to compensation other than, or in addition to, that provided by this contract to satisfy any claim of any kind whatsoever unless the claim therefor is delivered to the Owner within ninety (90) days from the date on which the act or event constituting the basis of such claim occurs. Failure to present any claim arising under this contract within the ninety (90) day time period specified above shall constitute waiver and abandonment of claimant's right to seek administrative consideration of said claim. All such claims shall set forth in a petition addressed to the Owner stating: (1) The Architect-Engineer's name and business address; (2) A concise statement of the ultimate facts, including a statement of all disputed issues of material fact, upon which the claim is based; (3) A concise statement of the provisions of the contract, together with any federal, state and local laws, ordinances or code requirements or customary practices and usages in the trade or profession asserted to be applicable to the questions presented by the claim; and (4) A demand for that specific relief to which the Architect-Engineer deems himself entitled. Within thirty (30) days from the receipt of any petition setting forth the claim, the Owner shall provide the Architect- Engineer its written response stating Owner's position with respect to each claim asserted. Thereafter, upon not less than fifteen (15) days notice to the claimant, the Department shall convene a proceeding pursuant to the rules of procedure of the Department and shall thereafter enter a fInal order upon the petition. The venue for all civil and administrative actions against the department shall be in Leon County, unless otherwise agreed by the parties. 13 I I ARTICLE 15 PROHIBITION AGAINST CONTINGENT FEES "The Architect (or registered land surveyor or professional engineer, as applicable) warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the architect (or registered land surveyor, or professional engineer, as applicable) to solicit or secure this agreement and that he has not paid or agreed to pay any person, company, corporation, individual or fIrm other than a bona fide employee working solely for the architect (or registered land surveyor or professional engineer, as applicable) any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the Owner shall have the right to terminate this Agreement without liability and, at his discretion, to deduct from the Basic Services Compensation, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration". ARTICLE 16 SPECIAL PROVISIONS 16.1 The Architect-Engineer must use the latest edition of the Professional Services Guide (PSG) provided by Facilities Development, Department of Management Services, State of Florida. It is furnished to assist the Architect-Engineer in the performance of his services under this Agreement. Since this document is merely a guide, the Architect-Engineer must discuss the specific requirements of this project with the Owner's Project Director and utilize only those portions of this document which apply. The Architect-Engineer should request the latest edition of the PSG and the Project Director will provide a copy. 16.2 Monthly Reports: (1) It shall be the responsibility of the Architect-Engineer to fully inform the Owner of the progress of the Planning and Design. To this end the Architect-Engineer shall furnish the Owner (Project Director and Manager of Project Development) with a complete and descriptive status report and a forecasted completion schedule at the end of each month following the receipt of the signed contract document. The Architect-Engineer shall furnish these reports until a contract award is made for construction at which time the reports described in (2) shall be furnished. (2) The Architect-Engineer shall complete Facilities Development Monthly Construction Report each and every month based on knowledge obtained through observation of the construction work. The Architect-Engineer shall submit this report to Facilities Development, (Project Director, and Manager of Project Development) on or before the fIrst day of each month. 16.3 The Architect-Engineer shall take minutes of all meetings held with the Owner and/or Client Agency and shall provide copies of the same to the Owner and Client Agency within ten (10) days following such meetings. 16.4 Bills; Travel Expenses Bills for fees or other compensation for services or expenses shall be submitted in detail sufficient for a proper preaudit and postaudit thereof. Bills for any travel expenses shall be submitted in accordance with procedures specified in Section 112.061 of the Florida Statutes governing payments by the State for travel expenses. Travel expenses, when authorized, may be reimbursed in an amount not to exceed the maximum amount established in Section 112.061. 16.5 By execution of this Agreement, the Architect-Engineer certifies that the wage rates and other factual unit costs supporting the Basic Services compensation specified in Article 2, Section 2.1 are accurate, complete and current at the time of negotiations for this Agreement; and that any wage rates or other factual unit costs furnished the Owner in the future to support additional service proposals will also be accurate, complete and 14 I I current at the time of submitting such proposals. The Architect-Engineer agrees that Basic Services Compensation and any authorized additional service compensation shall be adjusted to exclude any significant sums by which the Owner detennines such compensations were increased due to inaccurate, incomplete or noncurrent wage rates and other factual unit costs. The Owner and the Architect-Engineer agree that all such adjustments in compensation shall be made within one year following completion of the services covered by this Agreement. 16.6 Architect-Engineer's Payment Rights Architect-Engineers providing goods and services to the Owner should be aware of the following time frames. Upon receipt, the Owner has forty (40) calendar days to inspect and approve the goods and services (see Article 9.1(4) hereinabove). The Owner has twenty (20) days to deliver a request for payment (voucher) to the Department of Banking And Finance. The 20 days are measured from the latter of the date the invoice is received or the goods or services are received, inspected and approved. If the payment is not available to the Owner for transmittal to the Architect-Engineer within 40 days, a separate interest penalty set by the Comptroller pursuant to section 55.03, Florida Statutes, will be due and payable in addition to the invoice amount. To obtain the applicable interest rate, please contact the Agency's Fiscal Section at (850) 487-9891. The 40 days are also measured from the latter of the date the invoice is received or the goods or services are received, inspected and approved. Interest penalties of less than one (1) dollar will not be enforced unless the Architect-Engineer requests payment. Invoices which have to be returned to an Architect-Engineer because of Architect-Engineer preparation errors will result in a delay in the payment. The invoice payment requirements do not start until a properly completed invoice is provided to the Owner. A Vendor Ombudsman has been established within the Department of Banking And Finance. The duties of this individual include acting as an advocate for vendors who may be experiencing problems in obtaining timely payment(s) from a state agency. The Vendor Ombudsman may be contacted at (904)488-2924 or by calling the State Comptroller's Hotline, 1-800-848-3792. 16.7 Public Entity Crime Information Statement "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods and services to a public entity, may not submit a bid on a contract with a public entity, for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of36 months from the date of being placed on the convicted vendor list." 16.8 Unauthorized Aliens The Department shall consider the employment by any contractor of unauthorized aliens a violation of section 274A(e) of the Immigration and Nationalization Act. Such violations shall be cause for unilateral cancellation of this contract. 15 I I 16.9 Contracts Which Require Annual Appropriation; Contingency Statement No executive branch public officer or employee shall enter into any contract on behalf of the State, which contract binds the State or its executive agencies for the purchase of services or tangible personal property for a period in excess of 1 fiscal year, unless the following statement is included in the contract: "The State of Florida's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Legislature. 16.10 Indemnification And Waver of Liability The Architect-Engineer agrees, to the fullest extent permitted by law, to indemnify and hold the Agent and Owner harmless from any damage, liability or cost (including reasonable attorneys' fees and costs of defense) to the extent caused by the Design Professional's negligent acts, errors or omissions in the performance of professional services under this Agreement and those of his or her subconsultants or anyone for whom the Design Professional is legally liable. The Owner agrees, to the fullest extent permitted by law, to indemnify and hold the Architect-Engineer harmless from any damage, liability or cost (including reasonable attorneys' fees and costs of defense) to the extent caused by the Agent's or Owner's negligent acts, errors or omissions and those of his or her contractors, subcontractors or consultants or anyone for whom the Owner is legally liable, and arising from the project that is the subject of this Agreement. The Architect-Engineer is not obligated to indemnify the Agent or Owner in any manner whatsoever for the Agent's or Owner's own negligence. The parties agree that ONE HUNDRED DOLLARS ($100.00) represents specific consideration to the Architect/Engineer for the indemnification set forth in this Agreement. The limit of such indemnification shall be $500,000.00 The Architect/Engineer hereby acknowledges receipt of ONE HUNDRED DOLLARS ($100.00) and other good and valuable consideration from the Agent and Owner in exchange for giving the Agent and Owner the indemnification provided herein. 16.11 Insurance Requirements. The Architect-Engineer shall maintain during the tenns, except as noted, of this Agreement the following insurance: A. Professional Liability Insurance in the amount of $500,000, with deductible per claim not to exceed $35,000.00, which shall be the limit of liability providing for all sums which the Architect-Engineer shall become legally obligated to pay as damages for claims arising out of the services performed by the Architect-Engineer or any person employed by him in connection with this Agreement. This insurance shall be maintained for three years after completion of the construction and acceptance of any WORK covered by this Agreement. However, the Architect-Engineer may purchase Specific Project Architect'slEngineer's Professional Liability Insurance which is also acceptable. B. Comprehensive general liability insurance with broad form endorsement, including automobile liability, completed operations and products liability, contractual liability, severability of interests with cross liability provision, and personal injury and property damage liability with limits of $500,000 combined single limit per occurrence for bodily injury and property damage. Said policy or policies shall name Agent and Owner as additional insured and shall reflect the hold harmless provision contained herein. 16 I I C. Workman's Compensation Insurance for the employees of Architect-Engineer as required by Florida Statutes, Section 440, and employers liability insurance with limits not less than $100,000. D. Other (or increased amounts of) insurance which Agent and Owner shall from time to time deem advisable or appropriate, at the Owner's expense. Such new or additional insurance to be effective as of the sooner of 90 days after notice thereof or the next annual renewal of any policy being increased (as applicable). E. All policies for 16.11, except professional liability , shall contain waiver of subrogation against Agent and Owner where applicable, shall expressly provide that such policy or policies are primary over any other collective insurance that Agent and Owner may have. F All of the above insurance is to be placed with Best-rated A-8 or better insurance companies, qualified to do business under the laws of the State of Florida. G. Except as to 16.11A and 16.11 C, the Agent and Owner shall be named as an additional insured under such policies, except professional liability. Said policies shall contain a "severability of interest" or "cross liability" clause without obligation for premium payment of the Agent and Owner. The Agent and Owner reserves the right to request a copy of required policies for review. H. All policies shall provide for 30 days notice to Agent and Owner prior to cancellation or material change. 16.12 Electronic Mail Capabilities The Architect-Engineer must have electronic mail capabilities through the World Wide Web. It is the intention of the Department of Management Services to use electronic communication whenever possible for all projects. When possible, plans and specifications for review purposes will also be transmitted electronically to the Department of Management Services. The Architect-Engineer shall provide its electronic mail address and a name of a point of contact for electronic communications. 17 I I IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year flfst written above. ARCHITECf-ENGINEER Attest: APPROVED: By By (Corporate President's Signature) As Witnessed: William B. Harvard. Jr. (Type Corporation President's Name) By~\\vcle~ ~.~ HARVARD JOLLY CLEES TOPPE ARCHITECTS, PA., A~ A FLORIDA CORPORATION (Type Corporaticm Name) (Corporate Seal) AGENT As Witnessed: APPROVED: By~~71 ~ By H.R. Hough, Contracts Administrat Facilities Development, Department of Management Services Approved As To Form And Legality: B~~J~~ Office of General Counsel, Department of Management Services 18 I I IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year frrst written above. OWNER As Witnessed: . .bi.. I . ' \. - ". -', 1\), _B,Y,,~,,- ..." . \ . '..'_ ._ j.~~,-. f/oo. ..--:;-c a E. Go~eau, , :.::.]:3 Jerk' '- .' : "..--- . .-----p - . - APPROVED: By K~/4/~~ ~Mfchael J. RoberK>, City Manager Approved As To Form And Legalilty: BY~ John Carassas, Assistant City Attorney 19 Countersigned: Rita Garvey Mayor-Commissioner Agent Larry Roemer Tom Berley H.R. Hough. Harold Barrand Owner Gary Johnson Arlita W. Hallam Architect-Engineer John Toppe Contractor To Be Determined To Be Determined To Be Determined I 'I EXHIBIT A CONSTRUCTION TEAM ASSIGNED REPRESENTATIVES Project Director Manager, Central Project Development Section Contracts Administrator Acting Director Project Director Director Project Principal Project Executive Project Manager Project Superintendent 20 I I EXHIBIT B OWNER'S CONSTRUCTION BUDGET ITEM DESCRIPTION TOTAL CONSTRUCTION BUDGET CONSTRUCTION BUDGET $ * *To be detennined at a later date. 21 *To be determined at a later date. I EXHIBIT C* OWNER'S PROJECT BUDGET 22 I I I EXHIBIT D* PROGRAMMING PHASE SERVICES (ARCHITECT-ENGINEER'S SCOPE OF WORK FOR THE PROGRAMMING PHASE GOES HERE) *Not Applicable for this Project. 23 I I EXHIBIT E* PROGRAMlliUNGPHASEDATA PERIODIC WORK PRODUCT NO. OF COPIES TO SUBMIT SUBMITTAL SCHEDULE (DA YS**) *Not Applicable for this Project. **For submittal of the fIrst Periodic Work Product, this will be the number of calendar days following authorization for the Architect-Engineer to proceed with the project. For submittal of Periodic Work Products after the fIrst, this will be the number of calendar days following the Owner's approval of the previous Periodic Work Product. 24 . ~.- INDIVIDUAL'S NAME *Not applicable for this phase. I I EXHIBIT F* PLANNED PERIODIC VISITS DURING CONSTRUCTION INDIVIDUAL'S DISCIPLINE 25 PLANNED PERIODIC VISITS -- - ~. '. I I EXHIBIT G PROPOSED ADDITIONAL SERVICES ALLOWANCE SERVICE ALLOWANCE LIBRARY DESIGN CONSULTANT ENVIRONMENTAL ACCESSMENT GEOTECHNICAL SURVEY 17,688.00 5,000.00 6,500.00 7,500.00 TOTAL $ 36,688.00 26