Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
STANDARD FORM AGREEMENT BETWEEN OWNER AND PROGRAM MANAGER - NEW CITY HALL
AIA Document C172' - 2014 Standard Form of Agreement Between Owner and Program Manager for use on a Single Project AGREEMENT made as of the 11 /3' day of November in the year 2023, (In words, indicate day, month and year.) BETWEEN the Program Manager's client identified as the "Owner": (Name, legal status, address, and other information) City of Clearwater, a Florida Municipal Corporation Attention: Marcus Williamson, Public Works Director 100 South Myrtle Avenue Clearwater, Florida 33`756 Phone: (727) 562=4750 Email MarcusMarcus.Williamson@MyClearwater.com and the "Program Manager": (Name, legal status, address, and other information) Broaddus & Associates, Inc., a Texas corporation Attention: Paul Webb, P.E., COO 1301 South Capital of Texas Highway, Suite A-302 Austin, Texas 78746 Phone: (757) 652-6815 Email: pwebb@broaddususa.com for the following "Project":. (Name, location, and detailed description) New City Hall South Myrtle Avenue and Pierce Street, Clearwater, Florida 33756 Construction of a new, standalone City Hall and renovations to the existing Municipal Services Building totaling approximately 109,742 square feet, including 41,680 square feet of new construction for the new, standalone City Hall and 66,063 square feet of renovations to the existing Municipal Services Building. The Owner and Program Manager agree as follows. ADDITIONS AND DELETIONS: The author of this document has added information needed for Its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text Is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has Important legal consequences. Consultation with an attomey Is encouraged with respect to its completion or modification. AIA Document C172 — 2014. Copyright O 2014. All rights reserved. "The American Institute of Architects," 'American Institute of Architects," 'AIA " the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237988 which expires on 02/17/2024, is not for resale, is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo®aiacontracts.com. User Notes: (1970749751) Init. TABLE QF ARTICLES 1 INITIAL INFORMATION 2 PROGRAM MANAGER'S RESPONSIBILITIES SCOPE OF PROGRAM MANAGER'S BASIC SERVICES 4 ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 , COPYRIGHTS. AND LICENSES 7 CLAIMS AND DISPUTES 8 TERMINATION OR SUSPENSION 9 MISCELLANEOUS PROVISIONS 10 COMPENSATION 11 SPECIAL TERMS AND CONDITIONS 12 SCOPE OF THE AGREEMENT ARTICLE 1 INITIAL INFORMATION § 1.1 This .Agreement is based on the Initial Information set forth in this Article 1. (Note the disposition for the following items by inserting the requested information or a statement such as "not applicable" or "unknown at time of execution.") § 1.2 Definitions § 121 Unless otherwise specifically defined in this Agreement, terms in this Agreement shall have the same meaning as those in AIA Document A201-2007, General Conditions of the Contract for Construction. § 1,3 Project Information § 1.3.1 The Owner's program for the Protect: (tdentifil documentation or state the manner in which the program will be developed.) § 1.3.1.1 The Owner's preliminary program for the Project is further generally described in Exhibit A, attached hereto and incorporated herein by reference. The Owner's program shall be further defined and refined during the preconstruction phase of the Project. § 1.3.1.2 References in this Agreement to the "Architect" shall refer to the following architect, unless the Owner otherwise notifies the Consultant in writing: Wannemacher Jensen Architects, Inc., a Florida corporation Attention: Jason Jensen, AIA, LEEP AP, Principal 132 Mirror Lake Drive North, Suite 301 Saint Petersburg, Florida 33701 Phone: (727) 822-5566 Email: Jason@wjarc.com § 1.1.3 References in this Agreement to the "Construction Manager" shall refer to the construction manager that is retained by the Owner to construct the Project. AIA Document C172 — 2014. Copyright ® 2014. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02/17/2024, is not for resale, Is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@alacontracts.com. User Notes: (1970749751) Init. § 1.3.2 The Project's physical characteristics: (Ident*fy or describe, if appropriate, size, location, dimensions, or other pertinent information, such as geotechnical reports; site, boundary and topographical surveys; traffic and utility studies; availability of public and private utilities and services; legal description of the site; etc.) See Exhibit A. § 1.3.3 Preliminary assessment of the condition of existing facilities or site, if any: (Idents or describe written reports of the conditions of existing facilities or site.) To be determined. § 1.3.4 Funding source: (Identify anticipated sources, and deadlines or schedules related to funding, as well as whether funding is authorized)'' Not applicable. § 1.3.5 The Owner's budget for the Project: (Provide the Owner's total budget for the Project and, if known, a line -item breakdown of all costs described in Section 3.5.1) To be further developed as the Project is refined in consultation with the Owner, Program Manager, Architect and Construction Manager. § 1.3.6 The Owner's intended procurement or delivery method for design and construction of the Project: (Idents method such as competitive big negotiated contract, multiple prime contracts, or construction management.) Construction Manager at Risk. § 1.3.7 Anticipated scheduling information: (Include overall Project duration and milestones. If known, include proposed dates for commencement and completion of design, commencement and completion of construction, occupancy, and any other critical scheduling Information for the Project.) .1 Anticipated dates of Project commencement and completion: .1 Commencement of design, if other than the date of this Agreement: Previously commenced with the Architect. .2 Completion of design: September 2024. 3 Commencement of construction: February 2024. .4 Completion of construction: March 2026. .2 Other Project scheduling information: To be determined. AIA Document C172 — 2014, Copyright ® 2014. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA, the AIA Logo, and "AIA Contract Documents' are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02/17/2024, is not for resale, Is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, a -mall docInfo@aiacontracts.com. User Notes: (1970749751) Init. § 1.3.8 Other information regarding the Project: (Identify any other available studies or reports, as well as special characteristics or needs of the Project, such as historic preservation requirements, not provided elsewhere.) To be further developed as the Project is refined in consultation with the Owner, Program Manager, Architect and Construction Manager. § 1.3.9 The Owner's anticipated sustainable objective for the Project, if any: (Idents the Owner's sustainable objective for the Project such as sustainability certification, benefit to the environment, enhancement to the health and well-being of building occupants, or improvement of energy efficiency) LEED Silver and the City of Clearwater's Greenprint 2.0 requirements attached hereto as Exhibit G. § 1,4 Project Team § 1.4.1 The Owner will retain the following consultants and contractors: (List name, discipline, address, and other information) To be determined. § 1.4.2 The Program Manager will retain the consultants identified in Sections 1.4.2.1 and 1.4.2.2: § 1.4.2.1 Consultants retained under Basic Services: (List name, discipline, address, and other information.) None identified at this time. § 1.4.2.2 Consultants retained under Additional Services: (List name, discipline, address, and other information.) None identified at this time. § 1.4,3 The Owner identifies the following representative in accordance with Section 5.4: (List name, address, and other information) See Page 1 of this Agreement. § 1.4.4 The persons or entities, in addition to the Owner's representative, who are required to review and approve the Program Manager's submittals to the Owner are as follows: (List name, address, and other information) Tara Kivett, P.E. City of Clearwater, City Engineer (727) 444-8202 tara.kivett@myclearwater.com David Lutz, P.R. City of Clearwater, Traffic Engineering Manager (727) 444-8237 david.lutz@myclearwater. com David Margolis, B.C.S. City of Clearwater, City Attorney (727) 562-4010 david.margolis@myclearwater.com § 1.4.5 The Program Manager identifies the following representative in accordance with Section 2.4: (List name, address, and other information.) AIA Document C172 — 2014. Copyright © 2014. All rights reserved, The American Institute of Architects,' "American Institute of Architects," "AIA; the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02/17/2024, Is not for resale, Is licensed for one-tlme use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service, To report copyright violations, e-mail docinfo@alacontracts.com. User Notes: (1970749751) Init. Paul Chastant, Architect Project Executive (803) 807-1174 pchastant@broaddususa.com Jason Rupe, CCM, LEED AP (330) 979-9513 jrupe@broaddususa.com § 1,5 Other Initial Information on which the Agreement is based: See City of Clearwater Technical Specifications. § 1.6 The Owner and Program Manager may rely on the Initial Information. Both parties, however, recognize that the Initial Information may materially change and, in that event, the Owner and the Program Manager shall discuss whether and to what extent adjustment of the schedule, the Program Manager's services, and/or the Program Manager's compensation may be appropriate. The Owner may adjust the Owner's budget for the Project and the Owner's anticipated design and construction milestones, as necessary, to accommodate material changes in the Initial Information. ARTICLE 2 PROGRAMMANAGER'S RESPONSIBILITIES § 2;1 The Program Manager shall provide the services as set forth in this Agreement. § 2.2 The Program Manager shall perform its services consistent with the professional skill and care ordinarily provided by professionals in the same discipline practicing in the same or similar locality under the same or similar circumstances (the "Standard of Care"). The Program Manager shall perform its services as expeditiously as is consistent with the Standard of Care and the orderly progress of the Project. The Program Manager shall conform its services with all laws, statutes, codes, ordinances, rules, and regulations applicable to the Program Manager and its services (collectively, "Applicable Laws"). Neither anything in this Agreement nor any act or omission of the Owner or of the Owner's other consultants or of any third -parties shall relieve the Program Manager of its obligation to provide services that conform to the Standard of Care. 2.2.1 If required in the jurisdiction where the Project is located, the Program Manager (and any consultants the Program Manager employs on the Project) shall remain properly licensed and certified to perform the services described in this Agreement, or shall cause such services to be performed by appropriately licensed persons or entities. The Program Manager shall have a sufficient number of capable employees to enable it to properly and adequately provide all services required by this Agreement. The Program Manager acknowledges that the Owner is relying on the Consultant's skill, knowledge, experience, and ability to fully perform the services and its obligations under this Agreement. § 2.3 Key Personnel. The key members of the Program Manager's team ("Key Personnel") shall be persons agreed upon by Owner and the Program Manager and identified in the "Schedule of Key Personnel" attached hereto and incorporated herein as Exhibit C-1. The Key Personnel and any persons nominated to replace them, must be satisfactory to the Owner. Such Key Personnel shall not be changed without the written consent of the Owner, unless such person(s) become unable to perform any required duties due to death, disability or termination of employment with the Program Manager. If any of the Key Personnel is no longer capable of performing in the capacity required to perform the Services, the Owner and the Program Manager shall agree on a mutually acceptable substitute. The Owner reserves the right to require the Program Manager on ten (10) days' prior written notice to change a member of the Key Personnel when the Owner deems such change to be in the Owner's best interests, and the Program Manager shall promptly comply with the Owner's request at no additional cost to the Owner. § 2.4 The Program Manager hereby identifies the individual in Section 1.4.5 of this Agreement as the Program Manager's representative authorized to act on behalf of the Program Manager with respect to the Project. The Program Manager will continuously maintain a designated representative during the term of the Project and this Agreement. The Program Manager will consult with the Owner and obtain the Owner's consent, which consent will not unreasonably be withheld, before designating an alternate designed representative. AIA Document C172 — 2014. Copyright C 2014. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and °AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:63:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02/17/2024, Is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, a -mai docInfo@aiacentracts.com. User Notes: (1970749751) Init. § 2.5 Except with the Owner's knowledge and prior written consent, the Program Manager shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Program Managet's judgment with respect to the Project. § 2.6 The Program Manager shall coordinate its services with those services provided by the Owner, the Construction Manager, the Architect, and the Owner's other consultants and contractors. The Program Manager shall review information provided by the Owner and the Owner's consultants and contractors for the completeness necessary to the performance of the Program Manager's services. The Program Manager shall provide prompt written notice to the Owner if the Program Manager becomes aware of any error, omission, or inconsistency in such services or information. The Program Manager may communicate with the Owner's other consultants for the purposes of performing its services on the Project. The Program Manager shall keep the Owner reasonably informed of any such communications. § 2.7 Insurance. The Program Manager shall, at its sole cost and expense, maintain insurance in full compliance with all Applicable Laws and this Section 2.7 for the duration of this Agreement or for such longer period of time as may be specified herein or required by Applicable Laws. § 2.7.1 Commercial General Liability (including bodily injury, property damage, broad form property damage, accidental death, personal & advertising injury, products and completed operations and contractual liability coverage) with policy limits of not less than (a) One Million and No/100 Dollars ($1,000,000) for each occurrence; (b) Two Million and No/100 Dollars ($2,000,000) in the aggregate; (c) Two Million and No/I00 Dollars ($2,000,000) products/completed operations aggregate, (d) One Million and No/100 Dollars ($1,000,000) personal & advertising injury, (e) Three Hundred Thousand and No/100 Dollars ($300,000) damage to rented premises, and (f) Ten Thousand and No/100 Dollars ($10,000) medical expense limit; which insurance shall be primary to and non-contributing with any insurance carried by the Indemnitees (defined below). § 2.7.2 Automobile Liability covering vehicles owned by the Program Manager, vehicles rented by the Program Manager, and non -owned vehicles used by the Program Manager, with policy limits of not less than One Million and No/100 Dollars ($1,000,000) per accident, combined single limit, for bodily injury and property damage along with any other statutorily required automobile coverage. § 2.7.3 Excess/UmbrellaLiability in excess over and no less broad than the liability coverages required in Section 2.7,1 and 2.7.2 above with policy limits not less than Five Million and No/100 Dollars ($5,000,000) for each occurrence and in the aggregate. Coverage to "drop down" for exhausted aggregate limits under all such liability coverages. Lino event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § 2.7.4 Workers' Compensation at statutory limits in compliance with the laws of the State in which the Project is located and in which any part of the Program Manager's services are to be performed and Employers' Liability with a policy limit of not less than One Million and No/100 Dollars ($1,000,000) each occurrence, One Million and No/100 Dollars ($1,000,000) each accident, One Million and No/100 Dollars ($1,000,000) disease, each employee, and One Million and No/100 Dollars ($1,000,000) disease, policy limit. § 2.7.5 Professional Liability covering the negligent acts, errors and omissions in the performance of professional services with policy limits specific to the Project of not less than One Million and No/100 Dollars ($1,000,000) per claim and Two Million and No/100 Dollars ($2,000,000) annual aggregate, which Professional Liability insurance policy shall; (i) be maintained until the expiration of the applicable statute of repose period in the State of Florida, and (ii) have a retroactive date prior to the performance of any services to be provided under this Agreement. The Program Manager shall purchase a five (5) year "Extended Reporting Period" in the event that the Program Manager's professional liability insurance policy is cancelled or non -renewed, unless the insurance coverage is replaced with an insurance policy providing coverage of the types amounts required by this Section 2.7.5 for prior acts. § 2.7.6 General Insurance Requirements § 2.7.6.1 Additional Insureds. All of the specified policies other than Workers' Compensation are required to name the Indemnitees and such other parties as the Owner may designate as additional insureds (the "Additional Insureds"). AIA Document C172 — 2014. Copyright ® 2014. All rights reserved. "The American Institute of Architects,' "American Institute of Architects, "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02/17/2024, is not for resale, Is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1970749751) Each such policy shall be endorsed to state that the insurance provided to the Additional Insureds is primary and non-contributory to any other insurance (including primary, excess, self-insurance, or on any other basis) available to the Additional Insureds. The coverage provided to the Additional Insureds must be at least as broad as that provided to the first named insured on each policy. The additional insured endorsement must include coverage for any liability arising out of any operations, including Products and Completed Operations with no exclusions or restrictions to on-going operations. In the event that any policy provided in compliance with this Section 2.7 states that the coverage provided to an Additional Insured shall be no broader than that required by contract, or words of similar meaning, the parties agree that nothing in this Agreement is intended to restrict or limit the breadth of such coverage. Additional insured status must be provided on forms of endorsement acceptable to the Owner. § 2.7.6.2 Minimum Limits. The limits of insurance provided by the Program Manager shall be the greater of the limits maintained in the normal course of the Program Manager's business or the minimum limits specified in this Section 2.7. The limits of insurance stated above for each type of insurance are minimum limits only; in the event the Program Manager's policy provides greater limits, then the Additional Insureds shall be entitled to, or to share in, the full limits of such policy, and this Agreement shall be deemed to require such full limits. § 2.7.6.3 Insurer Ratings. All of the specified policies shall be from insurance companies satisfactory to the Owner who are lawfully authorized to do business in the jurisdiction in which the Project is located and have an A.M. Best rating of A/VII or better. §, 2.7.6.4 Evidence of insurance. Before commencing performance hereunder and upon any renewal of the foregoing required policies of insurance, the Program Manager shall furnish, in form and substance satisfactory to the Owner, certificates of insurance, declarations pages and additional insured endorsements, from each insurance company showing that the insurance required under this Section 2.7 is in force, and stating policy numbers, dates of expiration, and limits of liability thereunder. Further, at the Owner's request, the Program Manager shall deliver to the Owner true and complete copies of the required policies, including, without limitation, all endorsements thereto. The Program Manager's failure to provide required evidence of insurance shall not relieve it of its responsibility to carry and maintain the insurance required by this Section 2.7. The Owner's failure to demand or inspect evidence of insurance, and/or the Owner's failure to identify or object to any discrepancy therein, is not a waiver of any requirement. § 2.7.6.5. Notice of Cancellation. All policies required under this Section 2.7 shall contain a provision that the insurance will not be canceled or changed until the expiration of at least thirty (30) days after written notice of such cancellation or change has been mailed to and received by the Owner. §2.7.6.6 Deductibles and Self -Insured Retentions. Except as otherwise set forth herein, any deductibles or self-insured retentions shall be subject to the Owner's approval, and the Program Manager shall be solely responsible for the payment of all deductibles and self-insured retentions. Coverage afforded to the Additional Insureds under the policies set forth in this Section 2.7 shall not be conditioned on payment of any deductible or retention. § 2,7.6.7 The Owner's Right to Procure Insurance. If the Program Manager fails to procure and maintain such insurance, the Owner shall have the right, but not the obligation, to procure and maintain the said insurance for and in the name of the Program Manager, and the Program Manager shall pay the cost thereof and shall furnish all necessary information to snake effective and maintain such insurance or, at the Owner's opinion, the Owner may offset the cost incurred by the Owner against amounts otherwise payable to the Program Manager hereunder. The Program Manager shall have the sole responsibility to assure that all of its consultants are adequately insured. § 2.7.6.8 No Limitation. Nothing contained herein is to be construed to limit the type, quality or quantity of insurance the Program. Manager shall procure and maintain or the extent of the Program Manager's responsibility or liability for payment of damages resulting from the Program Manager services or the Program Manager's performance or operations under this Agreement. IN THE EVENT THAT THE LAW OF THE STATE IN WHICH THE PROJECT IS LOCATED (OR APPLICABLE LAWS) LIMITS THE APPLICABLITY OF ANY OF THE INSURANCE COVERAGE THAT THE OWNER MAY REQUIRE FROM THE PROGRAM MANAGER, THEN PROGRAM MANAGER SHALL BE REQUIRED TO OBTAIN COVERAGE TO THE FULLEST EXTENT OF COVERAGE AND LIMITS ALLOWED BY APPLICABLE LAWS, AND THIS SECTION 2.7 SHALL BE READ TO CONFORM TO SUCH LAW. Mit and Document C172 — 2014. Copyright 0 2014. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "NA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237988 which expires on 02/17/2024, Is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract / Documents® Terms of Service. To report copyright violations, e-mail docinfo@alacontracts.com. User Notes: (1970749751) § 2.7,7 The Program Manager shall be responsible to the Owner for all actions, omissions, breaches, negligence and misconduct of the Program Manager's consultants in the performance of services under this Agreement. Before engaging any consultant to assist the Program Manager in the rendition of its services, the Program Manager shall notify the Owner in writing of the identity of such consultant and the portion of the services for which the Program Manager proposes to retain such consultant. The Program Manager shall not retain a consultant to whom the Owner has made reasonable objection within fourteen (14) days after receipt of the information regarding such consultant. Further, the Program Manager shall not enter into any agreement with any consultants for the Project until at least five (5) business days after having delivered to the Owner a true and correct copy of the agreement for the Owner's review and comment. The Owner's review of and comment to any such agreement shall not relieve the Program Manager of its obligations hereunder with respect to consultant agreements unless expressly stated by the Owner to the contrary in writing. The Owner shall enjoy the same benefits and rights as to the Program Manager's consultants as the Program Manager enjoys with respect to its consultants, and all of the Program Manager's agreements with its consultants shall be in writing, signed by both parties and shall include expressly identify the Owner as a third -party beneficiary of such contract. Unless otherwise agreed by the Owner in writing, the Program Manager shall require all of its consultants to procure and maintain the same types and at least the same amounts of insurance as those required of the Program Manager under this Agreement, with the Additional Insureds named additional insureds on the same insurance policies on which the Program Manager is obligated to name the Additional Insureds as additional insureds and with waivers of subrogation in favor of the Additional Insureds as provided above. Should the Owner terminate this Agreement, the Program Manager shall, upon the Owner's request, obtain assignment of those of the consultants' agreement(s) with the Program Manager elected by the Owner. Each of the Program Manager's agreements with its consultants shall specifically provide that the Owner shall only be responsible to the consultant for those obligations of the Program Manager that accrue subsequent to the Owner's exercise of its right to take an assignment of such agreement. As a condition precedent to the Owner's obligation to pay the Program Manager's invoices, the Program Manager shall provide to the Owner copies of all of the Program Manager's agreements with its consultants. ARTICLE 3 SCOPE OF PROGRAM MANAGER'S BASIC SERVICES § 3.1 General § 3,1.1 The Program Manager's Basic Services consist of those described in this Article 3, designated as Basic Services in Article 4, and Exhibit B, and include usual and customary owner's representative and program manager services. The Basic Services fee, as stated in Article 10, represents adequate and sufficient compensation for the Program Manager's timely provision of all Basic Services, including, those of its other consultants necessary to complete the Project, whether or not those services are individually listed or referred to in this Agreement, the only exceptions to this being::(a) the cost of those services that are provided by third parties and that are expressly designated herein as being "the Owner's responsibility: or "Owner -provided"; and (b) the cost of those services that become necessary as a result of an Owner -directed change in Project scope affecting the Program Manager and that are the subject of a written agreement for Additional Services between the Owner and the Program Manager. The Program Manager shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Program Manager shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs employed in connection with the construction of the Project, nor shall the Program Manager be responsible for the failure of the Owner's consultants or contractors to perform services for, or the construction of, the Project in accordance with the plans, specifications, or other contract or legal requirements. The Program Manager shall be responsible for the Program Manager's and its consultants' negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Owner's consultants or contractors. § 3.1.2 The Program Manager shall provide the Owner with a preliminary evaluation of the Owner's program, schedule, and construction budget requirements, each in terms of the other. The Program Manager shall promptly notify the Owner in writing of (1) any inconsistencies discovered in the information, and (2) other information or consulting services that may be reasonably needed for the Project. § 3.1.3 The Program Manager shall assist the Owner in determining the Owner's need for retaining consultants to provide professional and other services for the Project, and assist the Owner in reviewing qualifications and selecting any such consultants. The Program Manager shall periodically review the development of the design for the Project, and provide recommendations to the Owner for systems, materials, equipment, and techniques that may be utilized to achieve design standards for the Project, if any. Init. AIA Document C172 — 2014. Copyright C 2014. All rights reserved. "The American Institute of Architects," 'American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02/17/2024, Is not for resale, is licensed for one-time use only, and may only be used In accordance with the AIA Contract / Documents® Terms of Service. To report copyright violations, e-mail docinfo©aiacontracts.com. User Notes: (1970749751) § 3.1.4 At the Owner's request, the Program Manager shall assist the Owner in selecting the services of independent testing laboratories, review their reports, and make recommendations, if any, to the Owner based on that review. § 3.1.5 At the Owner's request, the Program Manager shall assist the Owner in coordinating the professional services of surveyors, special consultants, and testing laboratories required for the Project. 3.1.6 At the Owner's request, the Program Manager shall assist the Owner in reviewing the qualifications of, and in selecting and retaining, the Construction Manager for Project. § 3.1.7 The Program Manager shall assist the Owner and Architect in establishing building information modeling and digital data protocols for the Project as appropriate and deemed necessary by the Owner. § 3.1.8 The Program Manager shall develop a strategy, procedure, and schedule to assist the Owner in obtaining the required reviews and approvals of authorities having jurisdiction over the Project; and shall assist the Owner in connection with the Owner's responsibility for filing documents required for such approvals. The Program Manager shall assist the Owner in obtaining building permits and special permits for permanent improvements, except for permits required to be obtained directly by the Construction Manager. The Program Manager shall verify that the Owner has paidapplicable fees and assessments. § 3.1.9 The Program Manager and the Owner shall discuss the feasibility of incorporating sustainable objectives in the Project. § 31.10. The Program Manager shall retain all Project related documents and information it receives. Upon reasonable notice, the Owner shall have access to all such documents and information. Project participants shall have access to such documents and information only as approved by the Owner. The Program Manager shall preserve such documentation and information for a period of one year from the date of Substantial Completion and at that time provide a copy to the Owner. § 3.2 Protect Management Plan § 12.1 In order to ascertain the requirements of the Project, the Program Manager shall review and discuss with the Owner the Initial Information, along with any other information to be furnished by the Owner and listed below. (List other information to be furnished by the Owner.) § ,3.2,2 The Program Manager shall develop and document a Project Management Plan with recommendations for the Owner's internal management of the Project, including a description of, and requirements pertaining to, the following: .1 Project management approach and organization, including executive, management and team staffing plan and responsibilities; .2 Project planning and development activities, including strategic planning; prioritizing; and defining scope,schedule, and budget for the Project; . 3 Cost -estimates, if selected in Section 4.1; . 4 Project management controls, including scope, budget/cost, schedule, and quality management plan; . 5 Procurement strategies and procedures, including strategy for procurement of construction; procedures for pre -purchase of material, systems, and equipment; procedures for evaluating and approving substitutions; and strategy for affirmative action or diversity planning; .6 Authorization processes and procedures, including administrative approval processes and responsibilities, and key documentation for: professional services and preconstruction services; processes and procedures for Project construction procurement, such as award, contracting, notice to proceed, Change Orders, payment certification; and Project closeout; .7 Project communication procedures, including systems, meetings, reporting, investigation, and records; .8 Development of design process guidelines, including coordination and permit process; . 9 Development of construction process guidelines, including preconstruction and construction administration services, construction phase processes and procedures, program coordination, Change Order management, commissioning, and Project closeout procedures; and .10 Project acceptance and turnover guidelines relating to contract completion and closeout management, including record documentation, manuals and warranties. AIA Document C172 — 2014. Copyright ® 2014. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA; the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02/17/2024, is not for resale, Is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents', Terms of Service. To report copyright violations, a -mall docinfo@alacontracts.com. User Notes: (1970749751) Inst. § 3.2.3 Intentionally deleted. § 3.2.4 The Program Manager shall obtain the Owner's approval of the Project Management Plan, and any subsequent revisions to the Project Management Plan. § 3.3 Information Management and Standards § 3.3.1 The Information Management System is a web -based system used to distribute Project related information, such as ProCore. Unless otherwise indicated in Section 3.3.2 below, the Program Manager shall implement a File Sharing System, as described in Section 3.3.3, as the Information Management System for the Project. § 33.2 If the Program Manager is to implement an Information Management System other than the File Sharing System, check the appropriate box below. If the Program Manager is not going to implement an Information Management System, select "None" below. Nothing in this Section 3.3 is intended to relieve the Program Manager of the informationretention obligations set forth in Section 3.1.10. [ X ] Project Management Information System (pursuant to section 3.3.4 below). [ ] Other Information Management System (Describee to detail the web -based system to be implemented maintained and upgraded, as necessary, by the Program Manager.) [ ] None § 3.3.3 File Sharing System. The Program Manager shall implement, maintain, and upgrade as necessary, a web -based File Sharing System, such as ProCore, Owner Insite, or comparable system, to be used to receive and distribute Project Reports, Project Schedules, and other information as agreed by the Owner and the Program Manager. § 3.3.4 Project Management Information System. The Program Manager shall implement, maintain, and upgrade as necessary, a web -based Project Management Information System, such as ProCore, to be used to receive, distribute, and maintain Project Reports, Project Schedules, and other information as agreed by the Owner and the Program Manager. Activities under the Project will be scheduled and documented through the Project Management Information System: The Project Management Information System shall organize information by activity or other relevant categories, as determined by the Program Manager and Owner. The Program Manager shall collect information pertaining to the Project, and update the Project Management Information System on a weekly basis unless otherwise agreed. The Project Management Information System shall contain, at a minimum, the current status on contracts, budget, and schedule, and the documents identified in this Section 3.3.4, including the following: .1 The Contract Documents .2 Addenda .3 Change Orders and Construction Change Directives .4 Modifications ,5 Construction schedules and submittal schedules .6 Requests for information and any responses, logs, or compilations pertaining to requests for information .7 Approved Shop Drawings, Product Data, and similar required submittals .8 Certificates of insurance received from the Construction Manager .9 Consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment .10 Affidavits, receipts, releases and waivers of liens, or bonds indemnifying the Owner against liens .11 Minutes for any meeting the Program Manager attends .12 Any other documentation required of the Construction Manager under the Contract Documents, including warranties and similar submittals .13 Other AIA Document C172 — 2014. Copyright ® 2014. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237986 which expires on 02/17/2024, is not for resale, is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documentse Terms of Service. To report copyright violations, e-mail dodnfo©alacontracts.com. User Notes: (1970749751) § 3.3.5 The Owner shall have access to all information in the Information Management System. Other Project participants shall have access to specific information only as approved by the Owner. The Program Manager shall preserve the documentation and information contained in the Information Management System for a period of one year from the date of Substantial Completion and at that time provide a copy of all documentation and information contained in the Information Management System to the Owner. § 3.3.6 The Program Manager shall develop protocols and standards for the exchange and use of information in digital form to be integrated into the Information Management System. The Program Manager shall provide information to the Owner and the Owner's consultants and contractors, as required, regarding the use of the Information Management System. § 3;4 Project Report. On a monthly basis, or as otherwise agreed to by the Owner, the Program Manager shall prepare a Project Report. The Project Report shall include the following: 1 A summary update of the Project status, including photographs to document the progress of the Project .2 An updated Project Schedule .3 Actual and anticipated costs related to the Project .4 Cost and payment reports for each consultant and construction contract .5 Updated cash flow projections .6 Tests and inspection reports .7 A status report of nonconforming and rejected Work .8 Proposed and approved Change Orders .9 Any actual or potential claims pertaining to the Project .10 A status update of the Construction Manager's submittals .11 Other Construction status log, including, without limitation, RFI, RFM and CSI logs. § 3.5 Project Budget Control § 3.6.1 On a monthly basis, or as otherwise agreed to by the Owner, the .Program Manager shall update and provide reports on the Project Budget. If a Project Management Information System is selected in Section 3.3, the Program Manager shall organize the Project Budget in a manner that will allow costs to be tracked using the Project Management Information System. § 3.5.2 The Program Manager shall develop and implement a system of budget and cost controls to assist the Owner in the management of Project costs. The Program Manager shall prepare cash flow projections of costs for the Project. § 3.5.3 The Program Manager shall share information regarding the Project Budget with the Owner's consultants as authorized by the Owner. § 3.5.4 The Program Manager shall report the impact on the Project Budget of contracts and Modifications proposed by the Owner and the Owner's consultants and contractors. § 3.6 Project Schedule Control 3.6.1 The Program Manager shall prepare a Project Schedule showing priorities, sequences, durations, and responsible parties, for design, pricing, construction, and Owner activities. The Project Schedule shall also identify critical milestone dates and schedule contingencies. As the Project progresses, the Program Manager shall update the status and expand the level of detail of the Project Schedule. The Project Schedule shall also incorporate or identify .1 dates for approvals and permits; .2 the design and construction schedules, including dates of commencement and completion, and other Project milestones; .3 Project components that need to be ordered or procured by the Owner, if any; and .4 the Owner's occupancy requirements, and any portions of the Project having occupancy priority. § 3.6.2 The Program Manager shall provide recommendations for sequencing and phasing to meet overall Project objectives. AIA Document C172 — 2014. Copyright ® 2014. All rights reserved. 'The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order _ ` No.3104237966 which expires on 02/17/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract 11)C4 Documents® Terms of Service. To report copyright violations, e-mail docInfo(i�aiacontracts.com. User Notes: (1970749751) § 3.6.3 The Program Manager shall monitor and report on the progress of the Project and advise the Owner of observed deviations from the Project Schedule or key milestones that may impact Substantial Completion or final completion. The Program Manager shall include the reports in the Project Management Information System if selected in. Section 3.3. The Program Manager shall consult with the Owner and the Owner's consultants and contractors and assist the Owner in developing recovery plans when the schedules or objectives are not being met. § 3.7 Project Quality Control § 3.7.1 The Program Manager shall ensure that the Construction Manager establishes and adheres to a Quality Control Plan , including a quality assurance and quality control certification memorandum, that the Owner may include in agreements between the Owner and the Owner's consultants or contractors, and distribute them through the InformationManagement System, if one is selected in Section 3.3. § 3.7.2 The Program Manager shall confirm that the Construction Manager has prepared a safety program and quality control plan. § 3.7.3 Unless the Program Manager shall provide on-site representation as an additional service pursuant to Section 4.2.1; the Program Manager shall visit the site at intervals appropriate to the state of construction, or at the specific intervals or milestones set forth in Section 3.7.3.1, to become generally familiar with the progress and quality of the portion of the Work completed. § 3.7.3.1 If the Program Manager is required to visit the site at specific intervals or milestones, set forth such intervals or milestones below. § 3.7.4 The Program Manager shall advise the Owner of observations it makes regarding deficiencies in the performance of the Owner's consultants and contractors. § 3.8 Other Services § 3,8.1 Subject to Sections 4.3.1 and 4.5.1, upon the Owner's written request, the Program Manager shall provide reasonable assistance in the areas of community and public relations, in order to enhance and maintain public awareness in furtherance of the interests of the Project and the Owner. § 3.8.2 The Program Manager shall schedule and conduct meetings with the necessary Project participants to coordinate the progress of the Project. The Program Manager shall also prepare minutes of such meetings. The Program Manager shall include its meeting minutes, as appropriate, in the Project Management Information System if selected in Section 3.3. § 3.8.3 The Program Manager shall advise the Owner on the acceptability of subcontractors and material suppliers proposed by the Construction Manager. § 3.8.4 Intentionally deleted. § 3.8.5 Upon the written request of the Owner, the Program Manager shall evaluate and provide input to the Owner on claims arising out the Project. ARTICLE 4 ADDITIONAL SERVICES Except as otherwise provided, services listed below are not included in Basic Services but may be required for the Project. The Program Manager shall provide the listed services as Additional Services only if specifically designated below as the Program Manager's responsibility (and not identified as being included in the Basic Services), and the Owner shall compensate the Program Manager as provided in Section 10.3 or as otherwise agreed in subsequent writing signed by the Owner and the Program Manager. Notwithstanding the designation of a service listed below as "Not Provided"the Owner may elect to have such service be provided by a separate consultant or contractor or be provided by the Program Manager as an Additional Service. For the avoidance of doubt, the Owner shall not be deemed to be in breach of this Agreement for failure to provide any service listed in this Article 4, regardless of whether such service is designated as being provided by the Owner. AIA Document C172 — 2014. Copyright ® 2014. All rights reserved. "The American Institute of Architects," "American Institute of Architects,' "AIA," the AIA Logo, and 'AIA Contract Documents° are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02/17/2024, is not for resale, Is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfotalacontracts.com. User Notes: (1970749751) § 4.1 Cost Estimating Services The Program Manager shall provide to the Owner only the services in this Section that are designated by a check or "X" in the box adjacent to the listed service. (Designate the services the Program Manager shall provide by placing a check or "X" in the box adjacent to the listed service. If necessary, provide expanded or modified descriptions of the designated services in the section or in an exhibit attached to this document.) X § 4.1.1 Based on the preliminary design and other design criteria prepared by the Architect and provided by the Included in Owner, the Program Manager shall prepare a written preliminary estimate of the Cost of the Work using area, Basic Services volume, or similar conceptual estimating techniques. If the Architect suggests alternative materials and systems, at the request of the Owner the Program Manager shall provide written cost evaluations of those alternative materials and systems, and may also provide its own suggestions for review and consideration by the Owner. The X Included in Basic Services Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include the Construction Manager's general conditions costs, overhead, and profit. The X Included in Basic Services Cost of the Work does not include the compensation of the Architect or Program Manager, the costs of the land, rights-of-way, financing, contingencies for changes in the Work, or other costs that are the responsibility of the X Owner. X. § 4.1,2 As the Architect progresses with the preparation of the schematic design, design development, and Included in construction documents, the Program Manager shall prepare and update, at appropriate intervals agreed to by the Basic Services Owner and Program Manager, written estimates of the Cost of the Work in increasing detail and refinement. The Program Manager shall include appropriate contingencies for design, bidding or negotiating, price escalation, and market conditions in the estimates of the Cost of the Work. The Program Manager shall advise the Owner in writing if it appears that the Cost of the Work may exceed the Project Budget and make recommendations for corrective action to be considered by the Owner and Architect, and if appropriate, incorporated by the Architect. X § 4.1.3 The Program Manager shall provide written recommendations regarding add and deduct alternates to be Included in considered by the Owner and Architect, and if appropriate, incorporated by the Architect in the Drawings and Basic Services Specifications. § 42 Construction Contract Administration Services The Program Manager shall provide to the Owner only the services in this Section that are designated by a check or "X" in the box adjacent to the listed service. (Designate the services the Program Manager shall provide by placing a check or "X" in the box adjacent to the listed service. If necessary, provide expanded or modified descriptions of the designated services in the section or in an exhibit, attached to this document) X Included in Basic Services § 4.2.1 The Program Manager shall provide a staffing plan to include one or more representatives who shall be in attendance at the Project site whenever the Work is being performed, except during periods when the Program Manager's Senior Project Manager is on vacation or out due to illness. The Program Manager shall determine in general that the Work of the Construction Manager is being performed in accordance with the requirements of the Contract Documents and notify the Owner and Architect in writing of observed defects and deficiencies in the Work. X Included in Basic Services § 4.2.2 The Program Manager shall review information regarding tests and inspections provided by the Construction Manager, and provide written comments to the Owner, for consideration by the Owner and Architect, regarding any questions or concerns the Program Manager has with the information provided by the Construction Manager. X Included in Basic Services § 4.2.3 If the Program Manager reasonably believes the Architect should reject Work or require additional inspection or testing of the Work, the Program Manager shall promptly recommend such actions to the Owner and Architect in writing. The Program Manager shall also recommend to the Owner, in writing, courses of action when requirements of a contract are not being fulfilled. The Program Manager shall include all recommendations required by this Section 4.2.3 in its Project Reports. X Included in Basic Services § 424 The Program Manager shall review the Construction Manager's Applications for Payment and provide written recommendations, if any, to the Owner and Architect, X Included in Basic Services § 4.2.5 If requested by the Architect and Owner, the Program Manager shall evaluate Construction Manager requests for information regarding the Contract Documents and provide written recommendations to the Owner and Architect. X § 4.2.6 When requested by the Owner, the Program Manager shall review requests for changes, assist the Owner AIA Document C172 — 2014. Copyright ® 2014. All rights reserved, "The American Institute of Architects," 'American Institute of Architects," "AIA," the AIA Logo, and 'AIA Contract Documents' are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02/17/2024, Is not for resale, Is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documents® Terms of Service, To report copyright violations, e-mail doclnfo@alacontracts.com. User Notes: (1970749751) 13 Included in Basic Services and Architect in evaluating and negotiating Construction Manager's proposals, and submit written recommendations to the Architect and Owner. Upon request by the Owner, the Program Manager will review Change Orders and Construction Change Directives prepared by the Architect and provide written comments regarding any questions or concerns the Program Manager has regarding the Change Orders or Construction Change Directives. X Included in Basic Services § 4.2.7 The Program Manager shall review the Construction Manager's daily logs and other similar relevant data as the Owner may require, and provide written comments to the Owner regarding any questions or concerns the Program Manager has regarding the daily logs or other data. X Included in Basic Services § 4.2.8 The Program Manager shall evaluate whether the Work, or a designated portion thereof, is substantially complete and provide its written recommendations to the Owner and Architect. Upon the Construction Manager's completion of the Work, the Program Manager shall provide written concurrence to the Architect's Certificate of Substantial Completion. . X Included in Basic Services § 4.2.9 With the Architect and the Owner's maintenance personnel, the Program Manager shall ensure the Construction Manager's final testing and start-up of utilities, operational systems, and equipment is completed and that the assigned commissioning agent observes and reports on such activities. . X Included in Basic Services § 4.2,10 The Program Manager shall assist the Owner in establishing a procedure for tracking and submission of records, warranties, guarantees, and documents pertaining to systems verification and Project close-out. The Program Manager shall deliver to the Owner all keys, manuals, record drawings, and maintenance stocks it receives from the Construction Manager. X Included in Basic Services § 4.2,11 The Program Manager shall review the Construction Manager's final Application for Payment and provide written recommendations, if any, to the Owner and Architect. X Included in Basic Services § 4.2.12 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Program Manager shall, without additional compensation, attend a meeting with the Owner and Architect to review the facility operations and performance. § 4.3 To the extent not identified as being included in the Basic Services, the Program Manager shall provide the listed services as Additional Services only if specifically designated in the table below as the Program Manager's responsibility. (Designate the Additional Services the Program Manager shall provide in the second column of the table below. In the third column indicate whether the service description is located in Section 4.4 or in an attached exhibit. If in an exhibit, identthe exhibit. AIA Contract Document numbers are cited where applicable, to provide a basis for the proposed scope of services, but may need to be revised to be applicable in the program management context) Services - Responsibility (Program Manager, Owner or not provided) Location of Service Description (Section 4.4 below or in an exhibit attached to this document and identified below) § 4.3.1 Community communications not included in Section 3.8.1 Owner § 4.3.2 Capital campaign support Not Provided § 4.3.3 Assistance with sustainability certifications Not Provided § 4.3.4 Affirmative action/diversity compliance and outreach Not Provided § 4.3.5 Existing facilities analysis Not Provided § 4.3.6 Site Selection Analysis (B203T14-2007) Not Provided § 4.3.7 Economic analysis Not Provided § 4.3.8Programming (B202Tm-2009) Not Provided § 4.3.9. Master planning Not Provided § 4.110 Design standards services Not Provided § 4.3.11 Early procurement of materials and equipment Construction Manager § 4.3.12 FF&E procurement coordination Construction Manager AIA Document C172 — 2014. Copyright C 2014. All rights reserved. "The American Institute of Architects," 'American Institute of Architects," "AIA, the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02/17/2024, is not for resale, Is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@alacontracts.com. User Notes: (1970749751) 14 Init. § 4.3.13 Life cycle analysis Not Provided § 4.3.14 Move management Not Provided § 4.3.15 Coordination of hazardous material testing or abatement Not Provided § 4.3.16 Payroll compliance services Not Provided § 4.3,17 Stakeholder relationships management Program Manager As a Basic Service pursuant to Article 3 § 4.4 Intentionally deleted. § 4.5 Program Manager's Additional Services. The Owner may require the Program Manager to provide Additional Services after execution of this Agreement without invalidating this Agreement. Except for services required due to the fault of the Program Manager, any Additional Services provided in accordance with this Section 4.5 shall entitle the Program Manager to compensation pursuant to Section 10.4. § 4.5.1 "Additional Services" means additional or changed services of the Program Manager, including those listed in Section 4.5.1 below: (a) not expressed under this Agreement as being part of the Basic Services, and (b) not reasonably inferable from the nature of the Basic Services required of the Program Manager as being part of the Basic Services. Additional Services include the following: .1 Services necessitated by a material change in the Initial Information or a material change in the Project including size, quality, complexity, the Owner's schedule or budget for Cost of the Work, or procurement or delivery method, or bid packages; .2 Services necessitated by the enactment or revision of codes, laws or regulations, or by official interpretations, after the date of this Agreement; 3 Preparation for, and attendance at, public presentations, meetings, or hearings other than presentations, meetings,or hearings necessary to obtain permits or other governmental approvals required for the Project or otherwise specified herein as being part of the Basic Services; .4 Preparation for, and attendance at, a dispute resolution proceeding or legal proceeding, except where the Program Manager is party thereto; .5 Services required to assist in the repair or replacement of any elements of construction for any cause except the negligence of the Program Manager; or .6 Services required by deficiencies in the performance or default of Owner's consultants or contractors. § 4.5.2 The Program Manager shall not proceed to provide Additional Services until the Program Manager receives the Owner's written authorization. Notwithstanding anything in this Agreement to the contrary, the Program Manager shall not perform (subject, however, to the provisions of Section 7.2.9 below) and shall not be entitled to any payment for any Additional Services unless the Owner executes a written document setting forth a description of the Additional Services and the compensationto be paid for same in advance of the Program Manager performing such Additional Services. The Program Manager shall notify the Owner in writing and with reasonable promptness (but in no event later than three (3) business days after determining the perceived need for Additional Services) upon the Program Manager's determination that Additional Services are being required of it and it believes it is entitled to compensation for such Additional Services. The Program Manager shall indicate in that notice (a) the scope of the Additional Services, (b) the reason for the need for the Additional Services, (c) the party, if any, whose acts or omissions the Program Manager believes resulted in the proposed Additional Services, (d) the estimated financial and schedule impacts of the Additional Services, and (e) a definitive statement of fees that the Program Manager believes to be due to the Program Manager for such proposed Additional Services. Such advance written notice is a CONDITION PRECEDENT to the Owner's obligation to pay for such services. No increase in compensation or extension of time to perform shall be granted unless this notice requirement is fully and timely satisfied. In addition to any other remedies available to the Owner under this Agreement or under Applicable Laws, if the Additional Services were the result, in whole or part, of error, omission, inconsistency or lack of clarity arising from the work or services of a party other than the Program Manager or those for whom the Program Manager is responsible or were otherwise avoidable by full performance by the Program Manager, the required services shall be performed by the Program Manager at no additional cost to the Owner. AIA Document C172 — 2014. Copyright ® 2014. All rights reserved. "The American Institute of Architects," "American institute of Architects, "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02/17/2024, Is not for resale, is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documents Terms of Service. To report copyright violations, e-mail docinfo@alacontracts.com. User Notes: (1970749751) 15 lnit. ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise provided for in this Agreement, the Owner shall provide and update information regarding requirements for, and limitations on, the Project in a timely manner, including the information in Article 1; information pertaining to other objectives, schedule constraints and criteria, and site requirements; and any other information either described in Article 5 or required for the Program Manager to perform its services. § 5.2 The Owner shall collaborate with the Program Manager to establish and periodically update the Project Budget including (1) the Program Manager's costs, (2) design and constructions costs, (3) the Owner's other costs, and (4) reasonable contingencies related to all of these costs. The Owner shall promptly notify the Program Manager if the Owner if significantly increases or decreases the Project Budget. § 5.3 The Owner shall retain all contractors and consultants it deems necessary to carry out the Project except for those consultants retained by the Program Manager as listed in Section 1.4.2. The Owner shall endeavor to require that its consultants maintain professional liability insurance and other liability insurance as appropriate to the services provided, and shall endeavor to require that its contractors maintain commercial general liability insurance and other liability insurance as appropriate to the services or work provided. § 5.4 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. Initially, such representative(s) are the persons specified in Section 1.4.3 of this Agreement. The Owner may add a, or change any, designated representative upon written notice to the Program Manager, and the Owner may specify, and/or modify the scope of authority of any designated representative in like manner. The Owner shall render decisions within the time provided in any written schedule agreed to by the Owner or, in the absence of such an agreed schedule, with reasonable promptness in order to avoid unreasonable delay in the orderly and sequential progress of the Program Manager's services. § 5.4.1 Notwithstanding anything in this Agreement to the contrary, no modification to this Agreement, including a change to the Program Manager's fee, shall be valid and binding as against the Owner unless signed by the Owner's designated representative and should the Program Manager perform services which it believes are Additional Services without such a signed modification, it shall be deemed to have waived any entitlement to an increase in its fee as a result thereof. § 5,5 The Owner or its consultants have furnished, or shall furnish, surveys and other information to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information include grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions, and other necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. § 5.6 The Owner or its consultants shall furnish services of a geotechnical engineer, which may include test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests, and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. § 5.7 The Owner or its consultants shall furnish tests, inspections, and reports required by law or the Project, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 5.8 The Program Manager shall not be required to furnish all legal, insurance, financing, and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. However, the Program Manager shall be responsible for its own legal and accounting services in connection with its services provided under this Agreement. § 5.9 The Owner shall provide, and shall require that its consultants and contractors provide, prompt written notice to the Program Manager if they become aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Program Manager's Instruments of Service (hereinafter defined) or services provided by the Program Manager. AIA Document C172 — 2014. Copyright ® 2014. All rights reserved. The American Institute of Architects," 'American Institute of Architects," 'AIA," the AIA Logo, and 'AIA Contract Documents° are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02/17/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e -mai docinfo(d3aiacontracts.com. User Notes: (1970749751) Init. § 5.10 In the agreements between the Owner and the Owner's consultants or contractors, the Owner shall endeavor to include a duty that the consultant or contractor (i) cooperate with the Program Manager and (ii) provide information and documents reasonably necessary for the Program Manager to prepare and update the Project Management Plan or as otherwise required for the Program Manager to perform its services. § 5.11 Intentionally deleted. § 5.12 The Owner shall provide the Program Manager access to the Project site and other facilities under the Owner's control and associated with the Project as may be reasonably required for the Program Manager to perform its services. The Owner shall endeavor to obligate its contractors to provide the Program Manager access to the Project site wherever Work is in preparation or progress. § 5.13 Intentionally deleted. § 5.14 The Owner hereby notifies the Program Manager that the Project site is publicly owned land and not subject to liens under Chapter 713, Florida Statutes. ARTICLE 6 COPYRIGHTS AND LICENSES § 6.1 "Instruments of Service" are representations, whether in oral, written graphic, electronic, machine readable, human readable, or any other form and in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Program Manager and the Program Manager's consultants under their respective agreements, and all copies of the foregoing and all information, data, and knowledge incorporating, based upon, or derived from the foregoing. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials in digital or physical form. § 6.2 The Program Manager and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. If the Owner and the Program Manager intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions or comply with protocols established for the Project, if any. The Program Manager, uponrequest of the Owner, shall deliver to the Owner reproducible copies of all Instruments of Service, whether completed or in process, in format acceptable to the Owner. § 6.3 Subject to payment by the. Owner of undisputed amounts due to the Program Manager hereunder, the Program Manager hereby grants to the Owner a perpetual, nonexclusive, and irrevocable license to reproduce and use the Program Manager's Instruments of Service for purposes of evaluating, designing, constructing, using, maintaining, altering, renovating, and adding to, and completing the Project. The Program Manager shall obtain similar nonexclusive licenses from its consultants consistent with this Agreement. The license granted to the Owner hereunder shall not be affected in any way by the suspension, termination, or breach of this Agreement or any contract or dispute between the Owner and the Program Manager. The Program Manager shall contain similar perpetual, nonexclusive, and irrevocable licenses from its consultants in favor of the Owner consistent with this Agreement. Notwithstanding anything in this Agreement or any other contract with the Program Manager, the Owner may assign, delegate, sublicense, pledge, of otherwise transfer to another party any license granted herein. Without limitation of the foregoing, the license granted under this Section permits the Owner to authorize the Architect, Construction Manager, and the Owner's other consultants, contractors, and suppliers to use and reproduce applicable portions of the Instruments of Service in performing their respective services for the Project. § 6.4 The Owner shall have exclusive ownership of all data in the Information Management System and the Project Management Plan developed or contributed by the Program Manager or the Program Manager's consultants and contractors. Ownership of the data in the Information Management System and the Project Management Plan does not include ownership of any proprietary software developed and owned by the Program Manager and used in connection with the collection, manipulation, or publication of the data in the Information Management System and the Project Management Plan. The Program Manager shall take all steps reasonably necessary to allow the Owner to exercise the Owner's rights to own and utilize the data in the Information Management System and the Project Management Plan after termination of the Owner's rights to use any proprietary software. The Program Manager shall include provisions consistent with the provisions in this Section 6.4 in the Program Manager's agreements with the Program Manager's AIA Document C172 — 2014. Copyright ® 2014. All rights reserved. 'The American Institute of Architects," 'American Institute of Architects," "AIA," the AIA Logo, and 'AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order 17 No.3104237966 which expires on 02/17/2024, Is not for resale, Is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, a -mall docinfo@aiacontracts.com. User Notes: (1970749751) Init. consultants. Ownership of data obtained from, or compiled, developed or contributed by, the Owner's consultants or contractors will be controlled by the terms of the Owner's agreements with those consultants or contractors. § 6.5 In addition to its other indemnification obligations under this Agreement, the Program Manager shall indemnify and hold .the Indemnitees harmless from any claims and expenses (including reasonable attorneys' fees and disbursements) caused by the actual or alleged infringement of any domestic or foreign patents, copyrights, trademarks or other intellectual property rights that may be attributable to the Program Manager or the Program Manager's consultants in connection with the Program Manager's services and the Project, unless, however, the infringement of such copyrights, patents, trademarks or other intellectual property rights has been dictated or directed by the Owner; In the event that any suit or claim is brought, or temporary restraining order or preliminary injunction is granted, related to the infringement of any patent, copyright or other intellectual property right, the Program Manager shall, in addition to its obligation above, make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the suspension of the injunction or restraining order. If, in any such suit or claim, the services, the Project or any part, combination or process thereof, is held to constitute an infringement and its use is preliminarily or permanently enjoined, the Program Manager shall promptly use its best efforts to secure the Owner a license, at no cost to the Owner, authorizing continued use of the infringing work. If the Program Manager is unable to secure such a license within a reasonable time, the Program Manager shall at its own expense and without impairing performance requirements, either replace the affected work, in whole or part, with non -infringing components or parts or modify the same so that they become non -infringing. § 6.6 The provisions of this Article 6 shall survive the termination of this Agreement. ARTICLE 7 CLAIMS AND DISPUTES § '7.1 General § 7.1.1 The Owner and Program Manager shall commence all claims and causes of action, whether in contract, tort, or otherwise, against the other, arising out of or related to this Agreement, in accordance with the requirements of the method of binding dispute resolution selected in this Agreement, within the period specified by Applicable Laws. § 7,1"2 To the extent proceeds are received from property insurance, and provided such property insurance permits a waiver of subrogation to be granted without additional cost to the insured, the Owner and the Program Manager waive all rights against each other and against the contractors, consultants, agents, and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in the modified AIA Document A201-2017, General Conditions of the Contract for Construction; provided that the waiver of subrogation as it relates to the Program Manager and its consultants shall be as to on -Project site activities only. The Owner or the Program Manager, as appropriate, shall require of the contractors, consultants, agents and employees of any of them, similar waivers in favor of the other parties enumerated herein. § 7.1.3 The Program Manager,to the fullest extent permitted by law, shall indemnify and hold harmless the Owner and itsofficers, directors, and employees (collectively, the "Indemnitees") from and against liabilities, damages, losses, and costs, including the cost of defense and reasonable attorneys' fees (collectively "Indemnity Claims"), but only to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Program Manager or other persons employed or utilized by the Program Manager in the performance of this Agreement. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to an Indemnitee. In claims against any Indemnitee by an employee of the Program Manager, a consultant, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Section shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Program Manager or a consultant under worker's compensation acts, disability benefit acts or other employee benefit acts. The provisions of Section shall survive the termination of this Agreement for any reason. § 7.1.4 The Owner and the Program Manager acknowledge and agree that Applicable Laws do not require a monetary limitation on the extent of the indemnification provisions of Section 7.1.3. If, notwithstanding this agreement, a monetary limitation on the extent of indemnification is deemed necessary to enforce any indemnification provision contained in this Agreement, the specifications for the Project shall be deemed to include a monetary limitation on the extent of the indemnification required by said provision equal to the greater of, on a per occurrence basis: (a) Five Million Dollars ($5,000,000), or (b) the amount of all deductibles and self-insured retentions applicable to the Program Manager's insurance policy or policies applicable to such Indemnity Claim(s) plus the amount of insurance AIA Document C172 — 2014. Copyright 02014. All rights reserved. °The American Institute of Architects," 'American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents° are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02/17/2024, is not for resale, is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e -mai docinfo@aiacontracts.com. User Notes: (1970749751) 18 Inst. proceeds paid or payable under the Program Manager's insurance policy or policies applicable to such Indemnity Claims, and the Program Manager and the Owner expressly agree that this monetary limit bears a reasonable commercial relationship to this Agreement. The Program Manager's indemnification obligations under this Agreement, including those specified in Sections 7.1.3, shall be deemed to fully comply with Sections 725.06 and 725.08, Florida Statutes, to the extent applicable, including any amendments thereto, in all respects. To the greatest extent permitted by Applicable Laws, the Program Manager waives for itself and its insurers any and all claims that the indemnification obligations under this Agreement violate Applicable Laws. § 7,1.5 The Program Manager shall include in its agreements with its consultants the same indemnity provisions contained in Section 7.1.3 and 7.1.4 from the consultants in favor of the Indemnitees. § 7,1.6 The Program Manager waives consequential damages for claims, disputes or other matters in question arising out of or relatin g to this Agreement. This waiver is applicable, without limitation, to all consequential damages due to either party's termination of this Agreement. § 7.2 Mediation § 7.2.1 Other than a claim for injunctive relief which may be brought by a party in a court of competent jurisdiction, any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a bond claim arising out of the Program Manager's services, the Program Manager may proceed in accordance with Applicable Laws to comply with the bond claim or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. § 7.2.2 Except as otherwise provided in Section 7.2.1 above, the Owner and Program Manager shall endeavor to resolve claims, disputes, and other matters in question between them by mediation which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of sixty (60) days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. § 713 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof § 7,2+4 If the parties do not resolve a dispute through mediation pursuant to this Section 7.2, the method of binding dispute resolution shall be the following: (Check the appropriate box. If the Owner and Program Manager do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, the dispute will be resolved in a. court of competent jurisdiction.) [ ] Arbitration pursuant to Section 7.3 of this Agreement [ X ] Litigation in a court of competent jurisdiction. Each of the parties hereto hereby (a) irrevocably and unconditionally consents to submit itself to the sole and exclusive personal jurisdiction of any federal or state court located within the County where the Project is located (the "Applicable Courts"), (b) waives any objection to the laying of venue of any litigation in any of the Applicable Courts, (c) agrees not to plead or claim in any of the Applicable Courts that the litigation brought therein has been brought in an inconvenient forum and agrees not otherwise to attempt to deny or defeat such personal jurisdiction or venue by motion or other request for leave from any of the Applicable Courts, and (d) agrees that such party will not bring any action, suit, or proceeding in connection with any dispute, claim, or controversy arising out of or relating to this Agreement or the Project in any court or other tribunal other than any of the Applicable Courts. [ ] Other: (Specify) AIA Document C172 — 2014. Copyright © 2014. All rights reserved. "The American Institute of Architects," °American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02/17/2024, Is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@alacontracts.com. User Notes: (1970749751) Inst. § 7.2.5 Waiver of Jury Trial. THE OWNER AND THE PROGRAM MANAGER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM INVOLVING ANY MA LThR WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH (A) THIS AGREEMENT, (B) THE PROJECT, (C) ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR (D) ANY ACTION OF EITHER PARTY. THE WAIVERS SET FORTH IN THIS SECTION ARE MADE KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY BY BOTH PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE OWNER AND THE PROGRAM MANAGER IN AGREEING TO ENTER INTO THIS AGREEMENT. § 7:2.6 Attorneys' Fees. In any suit, action, or other proceeding arising out of or in any manner relating to this Agreement, including: (a) the enforcement or interpretation of either party's rights or obligations under this Agreement, whether in contract, tort, or both, or (b) the declaration of any rights or obligations under this Agreement, the prevailing party shall be entitled to recover from the losing party Attorneys' Fees. For purposes of this Section, "Attorneys' Fees" shall .mean all reasonable fees and disbursements (including disbursements that would not otherwise be taxable as costs in the proceeding) which are incurred by a party, including all experts', legal assistants', paralegals', and law clerks' fees and all fees incurred through all post award or judgment and appellate levels and in connection with bankruptcy, and collection proceedings (post judgment and otherwise). § 7,2.7 Joinder. Notwithstanding anything herein to the contrary, in the event the dispute resolution procedure applicable to another dispute; between the Owner and another party regarding the Project is different from the procedure specified in this Agreement, then the Program Manager hereby consents, if requested by the Owner, to its Joinder in such dispute resolution proceeding, provided that the dispute resolution proceeding involves substantially common questions of law or fact. § 718 Chapter 558, Florida Statutes. THE PARTIES EXPRESSLY AGREE THAT THE PROVISIONS OF CHAPTER 558, FLORIDA STATUTES, SHALL NOT APPLY TO THIS AGREEMENT OR ANY DISPUTE RELATING TO IT OR THE PROJECT. However, should either party receive a written notice purporting to have been delivered pursuant to Chapter 558, Florida Statutes, relating to this Agreement or the Program Manager's services, such party shall promptly deliver a copy of that notice to the other party. §7.2.9 Continued Performance. In the event of any dispute between the Owner and the Program Manager, including any dispute as to whether the Program Manager is entitled to additional compensation for any services requested, the Program Manager shall continue to proceed diligently with the performance of its services pending resolution of the dispute, and the Owner shall pay the Program Manager undisputed sums due under this Agreement for all services rendered by the Program Manager that are not the subject of dispute; provided, however, nothing in this Section shall be deemed to limit a party's rights hereunder to terminate this Agreement in accordance with Article 8. § 7.3 Intentionally Deleted § 7.3.1 Intentionally deleted. § 7.3.1.1 Intentionally deleted. § 7.3.2 Intentionally deleted. § 7.3.3 intentionally deleted. § 7.3.4 Intentionally Deleted § 7.3.4.1 Intentionally deleted. § 7.3.4.2 Intentionally deleted. § 7.3.4.3 Intentionally deleted. AIA Document C172 — 2014. Copyright ® 2014. All rights reserved. °The American Institute of Architects, 'American Institute of Architects," "AIA," the AIA Logo, and 'AIA Contract Documents' are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02/17/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1970749751) Init. ARTICLE 8 TERMINATION OR SUSPENSION § 8.1 If the Owner fails to make payments of undisputed amounts due to the Program Manager in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination of this Agreement or, at the Program Manager's option, cause for suspension of performance of services under this Agreement. If the Program Manager elects to suspend services, the Program Manager shall give seven (7) days' written notice to the Owner before suspending services. In the event of a suspension of services after timely delivery to Owner of required notice, the Program Manager shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Program Manager shall be paid all undisputed sums due prior to suspension and any reasonable expenses incurred in the interruption and resumption of the Program Manager's services. The program Manager's fees for the remaining services and the time schedules shall be subject to equitable adjustment, if appropriate. Notwithstanding the foregoing, the Program Manager will not suspend services if the Owner makes the required payment within the foregoing notice period. § 8.2 The Owner reserves the right to suspend the Project or the performance of the services of the Program Manager at any time for: cause or for its convenience. If the Owner suspends the Project or the services of the Program Manager for a period greater than sixty (60) consecutive days, the Program Manager shall be compensated for services performed prior to notice of such suspension. If and when the Owner directs the Program Manager to resume its services, the Program Manager's fees for the remaining services and the time schedules shall be equitably adjusted. § 8.3 If the Owner suspends the Project for more than ninety (90) consecutive days for reasons other than the fault of the Program Manager, the Program Manager may terminate this Agreement by giving not less than seven (7) days' written notice. § 8.4 Either party may terminate this Agreement upon not less than seven (7) days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination and fail to cure the breach within said seven- (7-) day notice period. However, in the event of termination of this Agreement due solely to a breach by the Program Manager, the Owner shall be entitled to offset any amounts due and owing the Program Manager pursuant to this Section by the amounts of actual damages incurred by the Owner to the extent caused by the Program Manager's breach, which offset shall not prejudice the right of the Owner to recover additional damages or to exercise any other remedy available at law or in equity. § 8,5 The Owner may terminate this Agreement, in whole or part (such as terminating a portion of the Basic Services to be performed by a specialty consultant engaged or to be engaged by the Program Manager), upon not less than seven (7) days' written notice to the Program Manager for the Owner's convenience and without cause. Should the Owner terminate this Agreement for cause but that cause is subsequently found to be insufficient to support termination,: the termination shall be deemed one of convenience. § 8.61E the Owner terminates this Agreement for its convenience pursuant to Section 8.5, or the Program Manager terminates this Agreement pursuant to Section 8.3, the Owner shall compensate the Program Manager for services, including Reimbursable Expenses, performed prior to termination and Reimbursable Expenses incurred prior to termination (or, in the case of partial termination, shall compensate the Program Manager for the terminated portion of services to the extent performed prior to termination). § 8.7 Notwithstanding anything in this Agreement to the contrary, under no circumstances shall the Owner be obligated to pay or reimburse the Program Manager for lost profits, unabsorbed overhead or any other consequential, incidental, special or punitive damages. § 8.8 In In the event of suspension or termination of the Program Manager's services, the Program Manager, upon request of the Owner and the Owner's payment of fees due pursuant to this Agreement, shall deliver to the Owner reproducible copies of all Instruments of Service and all other Project -related documents, whether completed or in process, in format previously identified herein. Further, in the event of a termination of this Agreement, for any cause or for no cause, upon the Owner's request and with the Owner's reasonable cooperation, the Program Manager shall provide transition services to ensure a smooth and effective change of responsibility for the items and services provided by the Program Manager ("Transition Services"). Unless otherwise agreed by the parties in writing, the Program Manager shall be compensated for the performance of Transition Services in accord with the hourly rates set forth in Exhibit C-1 or in accordance with any supplement to Exhibit C-1 previously agreed upon in writing, if any. The Transition Services shall include: (a) developing a plan for the orderly transition of the terminated items and AIA Document C172 — 2014. Copyright® 2014. All rights reserved. "The American Institute of Architects," "American Institute of Architects, -AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237988 which expires on 02/17/2024, Is not for resale, is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1970749751) Init. yAR)/ services provided by the Program Manager to the Owner or the successor program manager; (b) if required, transferring the Owner data to the successor program manager in media and format reasonably requested and compensated by the Owner; (c) using commercially reasonable efforts to make available to the Owner, pursuant to mutually agreeable terms and conditions, any third -party software, content or services then being used by the Program Manager in connection with the provision of items and services under the terminated service agreement; and, (d) such other activities upon which the Program Manager and the Owner may agree. The provisions of this Section 8.8 shall survive the termination of this Agreement. § 8.9 Any termination of this Agreement shall also terminate the Owner's obligation to pay the Program Manager for the services that are yet to be performed and are the subject of this Agreement, except to the extent expressly otherwise stated herein. The Program Manager will be paid for all undisputed amounts due to the Program Manager for services performed and Reimbursable Expenses incurred prior to termination. Disputed amounts shall be subject to the dispute resolution procedures set forth in Article 7 hereunder. ARTICLE 9 - MISCELLANEOUS PROVISIONS § 91 This Agreement shall be governed by the law of the place where the Project is located, excluding that jurisdiction's choice of law rules. § 9.2 The Owner and Program Manager, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Owner nor the Program Manager shall assign this Agreement without the written consent of the other, such consent not to be unreasonably withheld. § 9.3 If the Owner requests the Program Manager to execute certificates, the proposed language of such certificates shall be submitted to the Program Manager for review at least seven (7) days prior to the requested dates of execution. lithe Owner requests the Program Manager to execute consents reasonably required to facilitate assignment to a permitted assignee of the Owner, the Program Manager shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Program Manager for review at least seven (7) days prior to execution. The Program Manager shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of this Agreement. § 9.4 Except for the rights of the Indemnitees and Additional Insureds herein, nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, a third party against either the Owner or Program Manager. § 9.5 Unless otherwise required in this Agreement, the Program Manager shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. Should the Program Manager become aware of the presence of hazardous materials or toxic substances at the Project site, it shall immediately report that presence to the Owner in writing. § 9.6 The Program Manager shall have the right to include photographs of the Project among the Program Manager's promotional and professional materials only with the Owner's prior written approval. The Program Manager's materials shall not include the Owner's confidential or proprietary information. § 9.7 The Program . -Manager shall consider all Project -specific information, except the Project name and location, to be confidential and proprietary to the Owner. The Program Manager shall keep such information strictly confidential and shall not disclose it to any other person except as set forth in Section 9.7.1. This Section 9.7 shall survive the termination of this Agreement. § 9.7.1 The Program Manager may disclose "confidential" or "business proprietary" information after seven (7) days' notice to the Owner, when required by Applicable Laws or court order, including a subpoena or other form of compulsory legal process issued by a court or governmental entity, or to the extent such information is reasonably necessary for the Program Manager to defend itself in any dispute. The Program Manager may also disclose such information to its employees, consultants, or contractors in order to perform services or work solely and exclusively for the Project, provided those employees, consultants and contractors are subject to the restrictions on the disclosure and use of such information as set forth in this Section 9.7. AIA Document C172 — 2014. Copyright ® 2014. All rights reserved. "The American Institute of Architects,' "American Institute of Architects, "AIA," the AIA Logo, and 'AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02/17/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e -mai docinfocalacontracts.com. User Notes: (1970749751) Init. § 9.7.2 The Owner shall abide by the confidentiality requirements imposed upon it by this Agreement, if any, except as required by law (in the opinion of the Owner's legal counsel) or court order. As a public entity, the Owner is legally required to abide by various public records and government in the sunshine laws, including Sections 119.07, 189.417, and 286.011, Florida Statutes, as amended. § 9.8 The partial or complete invalidity of any provision of this Agreement shall not affect the validity or the continuing force and effect of this Agreement or its remaining provisions. If it is determined that any provision of this Agreement violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case this Agreement shall be construed, to the fullest extent permitted by law, to give effect to the parties' intentions and purposes in executing this Agreement. § ;9,9 No approval, consent or waiver by the Owner or the Program Manager shall be effective unless it is in writing and then only to the extent specifically stated. The remedies granted to Owner in this Agreement are cumulative and not in limitation of any other rights and remedies of Owner at law or in equity. The failure of a party to insist, in any one or more instances; upon the performance of any of the terms, covenants or conditions of this Agreement, or to exercise any right herein, shall not be construed as a waiver or relinquishment of such term, covenant, condition or right as respects further performance. § 9,10 Any notice pursuant to this Agreement shall be given in writing by (a) personal delivery, (b) reputable overnight delivery service with proof of delivery, or (c) email transmission, sent to the intended addressee at the address set forth in the Agreement, or to such other address or to the attention of such other person as the addressee shall have designated by written notice sent in accordance herewith, and shall be deemed to have been given upon receipt or refusal to accept delivery, or, in the case of email transmission, as of the date of the email transmission, provided that for notices of default an original of such email transmission is also delivered to the intended addressee by means described in clauses (a) or (b) above. § 9.11 This Agreement has been negotiated by the parties with each party having had the opportunity to consult with legal counsel of its choosing. Therefore, this Agreement shall not be interpreted more strictly against one party than the other, including by virtue of one party having drafted some or all of this Agreement. The singular shall include the plural, the plural the singular, and the use of any gender shall include all genders. Whenever the word "including", "include" or "includes" is used in this Agreement it shall be deemed to be followed by the words "without limitation". Caption headings are included for ease of use only and shall not be utilized for purposes of interpreting the provisions of this Agreement. All Section and Article references in this Agreement are to Articles and Sections of this Agreement unless expressly stated otherwise. § 9.12 All of the Program Manager's representations and indemnifications made in, required by, or given in accordance with this Agreement, as well as all continuing obligations indicated in this Agreement, will survive final payment, completion, and acceptance of the Program Manager's services or termination or completion of this Agreement or termination of the services of the Program Manager. § 9,13 The Program Manager shall be acting as an independent contractor at all times during the performance of Program Manager's services and no provision in this Agreement shall create an employment or agent relationship between the parties. The parties have not entered into and do not intend to enter into any joint venture or partnership with each other. The Program Manager acknowledges that it shall have no authority to bind the Owner to any contractual or other obligation and the Program Manager shall have no authority to make any commitment for or on behalf of the Owner for any purpose without the Owner's express prior written consent. The Owner shall not in any manner be responsible or accountable for: (a) any violation by the Program Manager or its consultants of any Applicable Laws, or (b) for any injury, loss or damage arising from or out of any act or omission of the Program Manager or its consultants. § 9.14 Nothing in this Agreement is intended or shall be construed to require the Owner to determine the adequacy, accuracy or sufficiency of the Program Manager's Instruments of Service or the Program Manager's or its consultants' services, and nothing in the Agreement shall impose upon the Owner a duty to third parties to assure that the Program Manager, its consultants, the Architect, and the Construction Manager, subcontractors or others are adhering to Applicable Laws. AIA Document C172 — 2014. Copyright ® 2014. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:63:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02/17/2024, is not for resale, is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, a -mall docinfo@alacontracts.com. User Notes: (1970749751) init. § 9.15 Except for the express representations contained in Sections 6.1, 11.6 and 12.4 herein, nothing in this Agreement is intended to create any warranties from the Program Manager to the Owner; provided, however, nothing in this Section 9.15 shall be construed to limit the Program Manager's obligations in this Agreement. ARTICLE 10 COMPENSATION § 10.1 For the Program Manager's Basic Services described under Article 3 and elsewhere in this Agreement, the Owner shall compensate the Program Manager as follows: (Insert amount of, or basis for, compensation, including stipulated sums, hourly or monthly billing rates, direct salary expense plus multiple, or monthly fee) On an hourly rates as provided in Section 10.2 below, subject to a not -to -exceed maximum price of One Million One Hundred Five Thousand One Hundred Eighty -One and No/100 Dollars ($1,105,181.00) as shown on Exhibit C-2, which includes Fifteen Thousand and No/100 Dollars for Reimbursable Expenses as provided in Section 10.6.1 below. § 10.2 The hourly labor cost rates and billing rates for services of the Program Manager and the Program Manager's consultants, if any, are set forth below. (If applicable, attach an exhibit of hourly billing rates or insert them below) See Exhibit C-1 Employee or Category Rate § 10.3 (Paragraphs deleted) Intentionally deleted. § 1.0.:4 For Additional Services that may arise during the course of the Project, including those under Section 4.5, the Owner shall compensate the Program Manager as follows: (Insert amount of, or basis for, compensation) On a time charge hourly basis or negotiated lump sum amount as and to the extent agreed by the Owner in writing prior for performance of any Additional Services. § 10.5 Compensation for Additional Services of the Program Manager's consultants when not included in Sections 10.3 and 10.4 shall be the amount invoiced to the Program Manager plus zero percent ( 0 %), or as otherwise stated below: On an hourly rate basis per Section 10.2. § 10.6 Compensation for Reimbursable Expenses § 10.6.1 The expenses listed in Sections 10.6.1.1 through Section 10.6.1.11 below are "Reimbursable Expenses." The Program Manager may be compensated for Reimbursable Expenses in addition to compensation set forth in Section 10.1, but only for those Reimbursable Expenses necessarily incurred by the Program Manager and the Program Manager's consultants directly related to its required services under this Agreement for the Project. .1 Transportation and authorized out-of-town travel and subsistence charges approved in advance by the Owner in writing (all per diem and travel expenses shall be subject to the legal requirements and limitations imposed by Section 112.061, Florida Statutes, as amended, incorporated herein, and the Owner's internal policies with respect to travel reimbursement in place from time to time); .2 Intentionally deleted; .3 Permitting and other fees required by authorities having jurisdiction over the Project; .4 Amounts charged by third parties for printing, reproductions, plots, and standard form documents; .5 Amounts charged by third parties for postage, handling, and delivery; (Paragraph deleted) .6 Amounts charged by third parties for presentation materials requested by the Owner in writing, including renderings, physical models, mock-ups, and professional photography; AIA Document C172 — 2014. Copyright ® 2014. All rights reserved. The American Institute of Architects,' 'American Institute of Architects, "AIA," the AIA Logo, and 'AIA Contract Documents' are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02/17/2024, is not for resale, is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@alacontracts.com. User Notes: (1970749751) .7 If required by the Owner, and with the Owner's prior written approval, the Program Manager's consultants' expenses of professional liability insurance in excess of that set forth in Section 2.7; .8 All taxes levied on professional services and on Reimbursable Expenses; .9 Site office expenses if approved in writing and in advance by the Owner; .10 Registration fees and any other fees charged by the Certifying Authority as necessary to achieve the Sustainable Objective, if applicable; and .11 Other similar Project -related expenditures if approved in writing and in advance by the Owner. All Reimbursable Expenses and request for reimbursement therefor are subject to Section 112.061, Florida Statutes, as amended. The Owner shall not be responsible for paying for, or reimbursing, Reimbursable Expenses incurred or billed contrary to such statute. Further, the Program Manager shall not incur and the Owner shall not be responsible for paying for any Reimbursable Expense in excess of One Thousand and No/100 Dollars ($1,000.00) in any one instance, or Fifteen Thousand and No/100 Dollars ($15,000.00) in the aggregate, without the Program Manager having obtained the Owner's prior written consent thereto. § 10.6.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Program Manager and the Program Manager's consultants plus zero percent ( 0 %) of the expenses incurred. § 10.6.3 Intentionally deleted. (Paragraphs deleted) § 10.7 Intentionally. Deleted § 10.8 Payments to the Program Manager § 10.8.1 Intentionally deleted. § 10.8.2 Unless otherwise agreed in writing, payments for services shall be made monthly in proportion to services performed, Payments are due and payable within thirty (30) days after the Owner's receipt of the Program Manager's invoice. For invoices that include time incurred providing Additional Services on an hourly basis, such invoices must provide time sheets or other evidence reasonably acceptable to the Owner evidencing the hours spent in performing the relevant services. If any invoice includes Reimbursable Expenses, such invoice shall provide a copy of the receipts or paid invoices that substantiate the expense. Upon the Owner's reasonable request, the Program Manager shall promptly deliver to the Owner such other information as the Owner shall reasonably require to enable the Owner to verify, evaluate and approve the services completed, the fees earned and Reimbursable Expenses incurred in accordance with the terms and conditions of this Agreement. Amounts unpaid sixty (60) days after the invoice date shall bear interest at the (Paragraphs deleted) due at the minimum rate required by Applicable Laws. For the avoidance of doubt and notwithstanding anything herein to the contrary, it shall bea specific condition precedent to the Owner's obligation to pay the Program Manager for services performed relevant to a particular phase of the Project that the Program Manager have delivered to the Owner the required deliverables for the prior phase of services. § 10.8.3 The Owner shall not withhold amounts from the Program Manager's compensation to impose a penalty or liquidated damages on the Program Manager. However, the Owner may withhold payment from the Program Manager, until: such dispute has been resolved pursuant to the provisions herein, on account of services that the Owner contends in good faith contain errors, omissions or are otherwise incomplete, inconsistent or do not conform to the requirements of this Agreement, or are contrary to written instructions of the Owner, without prejudice to the Program Manager's right to assert a claim for such disputed sums. The Owner shall provide the Program Manager with a written explanation of any such withholding. The Owner's review of, inspection of, acceptance of, or payment for any of the Program Manager's services shall not constitute acceptance of, or a waiver of any of the Owner's rights or remedies relating to, services that fail to conform to the requirements of this Agreement, unless the Owner expressly accepts in writing specified services acknowledged by the Owner therein as non -conforming. § 10.8.4 Records of Reimbursable Expenses, expenses pertaining to Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. Further, the Program Manager shall keep full and detailed records and accounts related to the Program Manager's services. The Owner and the Owner's auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be Init.AIA Document C172 — 2014. Copyright ® 2014. All rights reserved. "The American Institute of Architects, "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order 25 No.3104237968 which expires on 02/17/2024, is not for resale, Is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@alacontracts.com. User Notes: (1970749751) Init. permitted to audit and copy, the Program Manager's records and accounts, including complete documentation supporting accounting entries, books, correspondence, instructions, drawings, receipts, consulting agreements and other data relating to this Agreement. The Program Manager shall preserve these records for a period of five (5) years after final payment, or for such longer period as may be required by law. ARTICLE 11 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: § 11.1 Additional Site Rules. Smoking is prohibited on the Project site, except in areas, if any, specifically designated for same by the Owner. Neither the Program Manager, nor any of its personnel or consultants, shall ever shut off any utilities, including power, gas and water systems at any time for any reason without the Owner's prior written consent. For all other utilities, the Program Manager, its personnel, and consultants shall follow the Owner's written procedures for shutting off; adjusting, switching, or modifying any utility service. § 111 Sovereign Immunity. No indemnification provision in the Contract Documents shall act to waive the Owner's sovereign immunity or impose any liability that would be restricted by sovereign immunity in a non -contractual arrangement, Furthermore, the Owner shall not waive any right it may have to assert sovereign immunity against any claim asserted against, or that could be asserted against, the Owner related to the Project for which the Program Manager has an indemnification obligation under this Agreement. This provision shall survive the termination of this Agreement. § 113 No Commissions. The Program Manager warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Program Manager to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Program Manager any fee, commission, percentage, gift, or 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 its discretion, to deduct from any fees due the Program Manager, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. § 11.4 Public Records. In addition to all other contract requirements as provided by Applicable Laws, the Program Manager executing this Agreement agrees to comply with public records law. IF THE PROGRAM MANAGER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE PROGRAM MANAGER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE OWNER'S CUSTODIAN OF RECORDS, Rosemarie Call, Phone 127-562-4092 or Email: Rosemarie.Call@myclearwater.com, 600 Cleveland Street, Suite 600, Clearwater, FL 33755. The Program Manager shall: .1. Keep and maintain public records required by the Owner to perform the Program Manager's services; 2 Upon request from the Owner's custodian of public records, provide the Owner 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; 3 Ensure that public records that are exempt or confidential and exempt from the public records disclosure requirements are not disclosed except as authorized by law for the duration of the term of the Contract and following completion of the Contract if the Program Manager does not transfer the records to the Owner; .4 'Upon completion of the Agreement, transfer at no cost to the Owner all public records in possession of the Program Manager or keep and maintain public records required by the Program Manager to perform its services. If the Program Manager transfers all public records to the Owner upon completion of the Agreement, the Program Manager shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Program Manager keeps and maintains public records upon completion of the Agreement, the Program Manager shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Owner, upon request from the Owner's custodian of public records, in a format that is compatible with the information technology systems of the Owner. 5 A request to inspect or copy public records relating to the Agreement must be made directly to the Owner. If the Owner does not possess the requested records, the Owner shall immediately notify the Program Manager of the request and the Program Manager must provide the records to the Owner or allow the records to be inspected or copied within a reasonable time. AIA Document C172 — 2014. Copyright ® 2014. All rights reserved. "The American Institute of Architects, "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02/17/2024, is not for resale, is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documentse Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1970749751) .6 The Program Manager hereby acknowledges and agrees that if the Program Manager does not comply with the Owner's request for records, the Owner shall enforce the Agreement provisions in accordance with the Agreement. .7 lithe Program Manager fails to provide the public records to the Owner within a reasonable time, it may be subject to penalties under Section 119.10, Florida Statutes. .8 If a civil action is filed against Program Manager to compel production of public records relating to a this Agreement, the court shall assess and award against the Program Manager the reasonable costs of enforcement, including reasonable attorney fees, if: (1) the court determines that the Program Manager unlawfully refused to comply with the public records request within a reasonable time; and (2) at least eight (8) business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the Program Manager has not complied with the request, to the Owner and the Program Manager. 9 A notice complies with Section 11.4.8(2). if it is sent to the Owner's custodian of public records and to the Program Manager at the Program Manager's address listed on this Agreement or to the Program Manager's registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. .10 If the Program Manager complies with a public records request within eight (8) business days after the notice is sent, the Program Manager shall not be liable for the reasonable costs of enforcement. § 11.6 For the avoidance of doubt, the Program Manager shall use best efforts to minimize the impacts of its services to the operations of any existing facilities. § 11.6 Convicted Vendor List. By its execution of this Agreement, the Program Manager acknowledges that it has been informed by the Owner of the terms of Section 287.133(2)(a), Florida Statutes which read as follows: 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, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may notsubmit bids, proposals, or replies 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 s. 287.017 for CATEGORYTWO for a period of 36 months following the date of being placed on the convicted vendor list. § 11.7 Public Entity Crimes. The Program Manager must notify the Owner within thirty (30) days after a conviction of a public entity crime applicable to the Program Manager or to any employee, consultant or affiliate of the Program Manager providing services on any Project for the Owner. § 11.8 No Conflicts of Interest. The Program Manager represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder or under any contract with the Owner. The Program Manager further represents that no persons having any such interest shall be employed to perform those services. § 11.9 Non-discrimination. The Program Manager represents and warrants that it does not discriminate against any employee or applicant for employment or person to whom it provides services because of race, color, religion, sex, national origin, or disability, and represents and warrants that it complies with all applicable federal, state, and local laws and executive orders regarding employment. The Program Manager and its personnel will comply with applicable provisions of Title VH of the U.S. Civil Rights Act of 1964, as amended, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), and applicable rules in performance under this Agreement. §-I1.10 Discriminatory Vendor List. Consistent with Section 287.134, Florida Statutes, the Program Manager or any consultant or affiliate of the Program Manager, who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to the Owner; may not submit a bid, proposal, or reply on a contract with the Owner for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to the Owner; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with the Owner; and may not transact business with the Owner. nit. AIA Document C172 — 2014. Copyright ® 2014. All rights reserved. "The American Institute of Architects, "American Institute of Architects," "AIA " the AIA Logo, and "AIA Contract Documents" ere trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02/17/2024, is not for resale, Is licensed for one-time use only, and may only be used in accordance with the AIA Contract 1 Documents® Terms of Service. To report copyright violations, e-mail docinfo©aiacontracts.com. User Notes: (1970749751) [nit. § 11.11 Policies and Procedures. The Program Manager shall at all times comply, and the Program Manager shall ensure that all of the Work at all times complies, with the Owner's policies and procedures which have been provided by the Owner to the Program Manager. While at any or on any of the Owner's premises, the Program Manager's and its employees, personnel, agents, shall comply with all lawful and reasonable requests, standard rules, and regulations of the Owner communicated to the Program Manager regarding personal and professional conduct, including any security or privacy requirements, and shall otherwise conduct themselves in a businesslike manner. The Program Manager shall not act (nor permit any omission) or provide Work in a manner which would be disruptive to the Owner, or which would jeopardize the health or safety of any person. The Program Manager shall not engage in any verbal or physical conduot that adversely affects any person, or any disruptive behavior that interferes with any person's ability to work in at the Owner's premises or with any person providing administrative, maintenance, or other services of any kind to, for, or on behalf of the Owner, whether such person is an employee or a contractor. In addition, the Program Manager shall reasonably assist the Owner in maintaining compliance with all professional and ethical requirements and standards established by applicable federal, state, and local licensing or accrediting agencies and bodies and professional associations, including assistance in achieving and maintaining accreditation, certification and/or any licensure applicable, in whole or in part, to the items or services provided by the Program Manager. § 11.12 Truth-In;Negotiation Certificate. At the time this Agreement is executed, the Program Manager shall sign and deliver to the Owner a Truth -In -Negotiation Certificate in the form attached hereto and made a part hereof as Exhibit D. The Program Manager's compensation shall be adjusted to exclude any sums by which the Owner reasonably determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. All such adjustments must be made within one (1) year following the completion or earlier termination of this Agreement. § 11.13 E -Verify; The Program Manager shall, and shall require its consults to, register with and use the E -Verify system operated by the United States Department of Homeland Security to verify the work authorization status and employment eligibility of all newly hired employees, including each employee hired on or after January 1, 2021 and each contract employee upon the renewal or extension of his or her contract. Additionally, the Program Manager shall require each of its consultants to provide an affidavit stating that the consultant does not employ, contract with, or subcontract with an unauthorized alien, and shall maintain copies of all such affidavits and make them available to the Owner promptly upon the Owner's request. § 1144 Drug -Free Workplace. The Program Manager is hereby advised that the Owner has adopted a policy establishing a drug-free workplace fox itself and those doing business with the Owner to ensure the safety and health of all persons working on Owner contracts and projects. The Program Manager will require a drug-free workplace for all Program Manager personnel and any personnel of the Program Manager's consultants working under this Agreement. Specifically, all Program Manager personnel who are working under this Agreement must be notified in writing by the Program Manager that they are prohibited from the manufacture, distribution, dispensation, possession, or unlawful use ofa controlled substance in the workplace. The Program Manager agrees to prohibit the use of intoxicating substances by all Program Manager personnel and all personnel of the Program Manager's consultants and will ensure that such personnel do not use or possess illegal drugs while in the course of performing their duties. § 11..15 Federal and State Immigration Laws. The Program Manager agrees to comply with the Immigration Reform and Control Act. of 1986 (IBCA) in performance under this Agreement and to permit the Owner and its agents to inspect applicable personnel records to verify such compliance as permitted by Applicable Laws. The Program Manager will ensure and keep appropriate records to demonstrate that all the Program Manager's personnel have a legal right to live and work in the United States. .1 As applicable to the Program Manager, under this provision, the Program Manager hereby warrants to the Owner that the Program Manager and each of its consultants will comply with, and are contractually obligated to comply with, all federal immigration laws and regulations that relate to their employees (hereinafter "Immigration Warranty"). .2 A breach of the Immigration Warranty will constitute as a material breach of this Agreement and will subject Program Manager to penalties up to and including termination of this Agreement at the sole discretion of the Owner. .3 The Owner retains the legal right to inspect the papers of all Program Manager personnel who provide services under this Agreement to ensure that Program Manager and its consultants are complying with AIA Document C172 — 2014. Copyright © 2014. All rights reserved. 'The American Institute of Architects," "American Institute of Architects, "AIA,' the AIA Logo, and °AIA Contract Documents' are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order 28 No.3104237966 which expires on 02/17/2024, is not for resale, is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo©aiacontracts.com. User Notes: (1970749751) the Immigration Warranty. The Program Manager agrees to assist the Owner in regard to any such inspections. A The Owner may, at its sole discretion, conduct random verification of the employment records of the Program Manager and all consultants to ensure compliance with the Immigration Warranty. The Program Manager agrees to assist the Owner in regard to any random verification performed. .5 Neither the Program Manager nor any consultant will be deemed to have materially breached the Warranty if the Program Manager or the consultant establishes that it has complied with the employment verification provisions prescribed by Sections 274A and 274B of the Federal Immigration and Nationality Act. § 11.16 Sales/Use Tax, Other Taxes. The Program Manager is responsible for the payment of all taxes including federal, state, and local taxes related to or arising out of the Program Manager's services under this Agreement, including by way of illustration but not.limitation, federal and state income tax, Social Security tax, unemployment insurance taxes, and any other taxes or business license fees as required. If any taxing authority should deem the Program Manager or the Program Manager's employees an employee of the Owner or should otherwise claim the Owner is liable for the payment of taxes that are the Program Manager's responsibility under this Agreement, the Program Manager will indemnify the Owner for any tax liability, interest, and penalties imposed upon the Owner. The Owner is exempt from paying state and local sales/use taxes and certain federal excise taxes and will furnish an exemption certificate upon request. § 11.17 Audits and Records. The Program Manager must preserve the records related to this Agreement for five (5) years after completion of the Agreement. The Owner or its authorized agent reserves the right to inspect any records related to the performance of services specified herein. In addition, the Owner may inspect any and all payroll, billing or other relevant records kept by the Program Manager in relation to the Agreement. The Program Manager will permit such inspections and audits during normal business hours and upon reasonable notice by the Owner. The audit of records may occur at the Program Manager's place of business or at the Owner's offices, as determined by the Owner, § 11.18 Background Check. The Owner may conduct criminal, driver history, and all other requested background checks of the Program Manager personnel who would perform services under the Agreement or who will have access to the Owner's information, data, or facilities in accordance with the Owner's current background check policies. Any officer, employee, or agent that fails the background check must be replaced immediately for any reasonable cause not prohibited by Applicable Laws. § 11.19 Security Clearance and Removal of Personnel. The Owner will have final authority, based on security reasons: (i) to determine when security clearance of the Program Manager personnel is required; (ii) to determine the nature of the security clearance, up to and including fingerprinting the Program Manager personnel; and (iii) to determine whether or not any individual or entity may provide services under this Agreement. If the Owner objects to any Program Manager personnel for any reasonable cause not prohibited by Applicable Laws, then Program Manager will, upon notice from the Owner, remove any such individual from performance of services under this Agreement. § 11.20 Use of Name, The Program. Manager will not use the name of the City of Clearwater in any advertising or publicity without obtaining the prior written consent of the Owner. ARTICLE 12 SCOPE OF THE AGREEMENT § 12.1 This Agreement represents the entire and integrated agreement between the Owner and the Program Manager and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the Owner and Program Manager. § 122 This Agreement is comprised of the following documents listed below: .1 This modified AIA Document C172TM-2014, Standard Form Agreement Between Owner and Program Manager for use on a Single Project .2 AIA Document E203TM-2013, Building Information Modeling and Digital Data Exhibit, if completed, or the following: Init. Not applicable. AIA Document C172 — 2014. Copyright © 2014. All rights reserved. The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents' are trademarks of The American Institute of Architects. This document was produced at 11:53:40 ET on 11/07/2023 under Order No,3104237966 which expires on 02/17/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, a -mall docinfo@aiacontracts.com. User Notes: (1970749751) .3 Other documents: (List other documents, if any, including additional scopes of service forming part of the Agreement.) it)s,ti fte 1:0if,i Y t,,;r4+i<:, � 4 Exhibit E - Scrutinized Companies Forms ExhibitF Verification of Employment Eligibility Exhibit G City of Clearwater Greenprint 2.0 Requirements The City of Clearwater Technical Specifications are also included in the Contract Documents; however, such Technical Specifications are too voluminous to attach to this Agreement. The Technical Specifications can be found online at: https://www.myclearwater.comBusiness-Development/Doing-Business-with-the-City/Engineering-C onstruction-Bid-Information/Contract-Specifications. In the event of any conflict between the terms and provisions of this modified AIA Document C 172Tm-2014, Standard Form Agreement Between Owner and Program Manager for use on a Single Project and the Exhibits hereto, the terms and provisions of this modified AIA Document C172T1'1--2014, Standard Form Agreement Between Owner and Program Manager for use on a Single Project shall control. § 12.3 This Agreement may be signed in counterparts, each of which when executed and delivered shall be an original, but all such counterparts shall constitute one and the same instrument. For purposes of executing this Agreement, a document signed and transmitted by emailed PDF scan shall be treated as an original document. The signature of either party on an emailed PDF scanned version of this Agreement shall be considered as an original signature and the document transmitted shall be considered to have the same binding legal effect as if it were originally signed. At the request of either party, any PDF scanned document shall be re -executed by all parties in original form. Neither party may raise the use of emailed PDF scan or the fact that any signature was transmitted by email as a defense to the enforcement of this Agreement or any amendment executed in compliance with this Section. § 12,4 Each of the individuals executing this Agreement represent and warrant that he or she has been duly authorized by the respective party on whose behalf he or she is executing this Agreement to execute this Agreement on such party's behalf and that once executed by him or her, this Agreement shall be valid and binding upon such party. Init. AIA Document C172 — 2014. Copyright ® 2014. All rights reserved. "The American Institute of Architects, "American Institute of Architects, "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02/17/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract �J/ t Documentse Terms of Service. To report copyright violations, a -mall docinfo@alacontracts.com. �,/11 User Notes: (1970749751) This Agreement is entered into as of the day and year first written above. CITY OF CLEARWATER, a Florida Municipal Corporation OWNEignature) Jennifer Poirrier, City Manager (Printed name and title). OWNER (Signature) A iQ _Brian J. Aungst, Jr., Mayor V l (Printed name and title) Approved as to form; OWNER (Signature) David Margolis, City Attorney (Printed name and title) asst: ' 1..ti-Uvuu_i NU OWNER (Signature) Rosemarie Call Ci Clerk (Printed name and- title) BRO:& OCIATES, INC. a e 7 s corporation PR. CRAM MAN ER (Signature) Paul Webb, P.E., COO (Printed name and title) AIA Document C172 — 2014. Copyright ® 2014. All rights reserved. The American Institute of Architects." "American Institute of Architects," *AIA,' the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02/17/2024, Is not for resale, Is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@alacontracts.com. User Notes: (1970749751) Inst. Exhibit A Owner's Preliminary Program (See attached.) AIA Document C172 — 2014. Copyright ® 2014. All rights reserved. "The American Institute of Architects,' "American Institute of Architects," "AIA," the AIA Logo, and ''AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02/17/2024, is not for resale, Is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1870749751) 621(;! I r A\1) !SI il'TIf 1'1. • R;U "It) IU' H'I I Wannemacher Jensen Architects, Inc. CONCEPTUAL SITE PLAN MSB !RIP)=TAif:IPRZ.'1,* -=--4 Total GSF: 41,679SF Wannemacher Jenson Architects, Inc. “,0 FRANKLIN ST TATA Wannemachar Jensen Architects, Inc. OVERALL SITE VIEW OPTION 2A TATA! Wanncmacher Jensen Architects, Inc. PUBLIC PLAZA VIEW OPTION 2A ►0A Wannemacher Jensen Architects, Inc. SCREEN CONCEPT OPTION 2A PUBLIC PLAZA ENTRANCE TATAI Wannemacher Jensen Architects, Inc. ►JA Wannemacher Jensen Architects, Inc. MYRTLE AVENUE VIEW OPTION 2A CONCEPTUAL FLOO PLAN Level 1 BACK OF HOUSE HUMAN RESOURCES PUBLIC COMMUNICATION ►JA BOARDROOM 600 SF MYRTLE ENTRANCE CONFERENCE 142 SF PRINT 120 SF CONFERENCE 192 SF CONFERENCE 308 SF PUBLIC BREAK ROOM 251 SF PUBLIC COMMUNICATIONS 3500 SF CONFERENCE 152 SF' RECEPTION 300 SF PRINT 120SF CONFERENCE 192 SF BREAK ROOM 251 SF RECEPTION 300 SF LOBBY RECEPTION BOH 2000 SF Wannemacher Jensen Architects, Inc. ENTRANCE ►JA Wannemacher Jensen Architects, Inc. LEVEL 1 - LOBBY OPTION 2A CONCEPTUAL FLOOR PLAN CITY MANAGER COUNCIL CITY CLERK ATTORNEY CITY CLERK 2000 SF RECEPTION 300 SF` CONFERENCE 192 SF Wannemacher Jensen Architects, Inc. CONCEP UAL FLOOD PLAN Level3 BALCONY CHAMBER BELOW ROOFTOP EXTERIOR GATHERING SPACE 1000 SF Wannernachcr Jensen Architects, Inc. CONCEP UAL FLOOR PLANS CITY MANAGER 3E00 SF MYRTLE ENTRANCE %TA VJannemachcr Jensen Architects, Inc. Level 2 Level 1 CITY MANAGER COUNCIL CITY CLERK ATTORNEY BACK OF HOUSE HUMAN RESOURCES PUBLIC COMMUNICATION OVERALL BUILDING SIZE: Total GSF: 41,679 SF Exhibit B Supplemental Scope of Services SCOPE OF SERVICES. The City is engaging with an Owner's Representative for oversight of the design and construction of the new City Hall and the renovation of the existing MSB. The new City Hall is estimated to be approximately 42,000 SF. The existing MSB renovation is estimated to be 66,100SF. Design and construction includes buildings, mechanical, plumbing, electrical, utilities, parking, space allocation, and internal and external efficiencies. Design of both the new City Hall and renovations of the existing MSB are currently underway. The Architect of Record (AOR) is Wannemacher Jensen Architects, Inc. The scope of services presented herein is a general assessment of the tasks and deliverables expected of the OR team. The City expects the OR team to perform in a manner that supports and facilitates the City's management operations as a collaborative team, and as a team in which each of the members understand its role, and respects and appreciates the roles and contributions of other team members. The City expects the OR to take primary responsibility for coordinating the relationships between the team members responsible for planning, design, construction, controls and administration in a manner that is consistent with best practices in the pertinent industry, and which facilitates prompt, complete and smooth hand-offs from one function to the next, thereby minimizing gaps and/or delays. The OR will provide recommendations, advice, assessments, and information to the City about the Project related to design and construction in a manner that will allow the City to take necessary action to meet objectives regarding design, construction, FF&E installation, as well as regulatory aspects of the project for budget, schedule, and quality. Functions of the OR include, but are not limited to: 1. Create a project organizational chart, directories, lines of communication, and lines of authority. 2. Planning / Design Management a Review all design, site, layouts, and planning concepts, designs, and documents for conformance with industry standards, criteria, industry standard practice, and value engineering opportunities as well as for conformance with City requirements, expectations, and goals for this project. b. Review cost estimates in accordance with industry standards, current and future market conditions, and value engineering opportunities Review of any change orders, work orders, or supplemental agreements Throughout the project, provide in-depth review of the design, plans, and architectural proposals including but not limited to plan review, RFI responses, shop drawing oversight, conceptual reviews, cost-saving initiatives, City's direct purchase (ODP) opportunities, CMAR and AOR/EOR cost estimates, and value engineering. Budget Management (applies to all phases): a. Implement and maintain a Cost Management System (CMS) to record, track and manage current and. forecasted Project costs and provide and update cash flow projections through project completion. The CMS will cover the cost of change orders, allowances, and contingencies with respect to the Project budget. OR shall work with City staff to coordinate the reporting of Project accounts, invoices, payments, and other financial matters. b. Throughout the project, the OR will prepare and provide Project Reports outlining the status, progress, issues, forecasts, and next steps related to the Project. The OR will work with City staff to develop the format, audience, content, and frequency of the report. c. Throughout the project, provide in-depth review of the design, plans, and architectural proposals including but not limited to plan review, RFI responses, shop drawing oversight, conceptual Init. AIA Document C172 — 2014. Copyright ®2014. All rights reserved. "The American Institute of Architects, "American Institute of Architects," "AIA, the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:63:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02/17/2024, is not for resale, is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@alacontracts.com. �(�- User Notes: (1970749751) reviews, cost-saving initiatives, City's direct purchase (ODP) opportunities, CMAR and AOR/EOR cost estimates, and value engineering. d. Throughout the project, the OR will maintain awareness of commodities markets relevant to the project and compare pay applications to current commodities pricing and offer recommendations to City staff, 4. Schedule Management (applies to all phases) a. Develop an Owner's Master Schedule that considers key factors including design, permitting, inspection, construction phasing, move -in, and final occupancy. b. Review and modify, as necessary, the overall project construction schedule outlining the responsibilities of the project team. Outline responsibilities to assist City staff to best help coordinate construction, permitting, inspection, and design activities. c. Evaluate the contractor's detailed construction phasing schedule that considers maintaining existing and proposed City operations to be agreed upon by all Stakeholders and team members. d. Develop a detailed move-in/"Go-Live" schedule that will include activities such as FF&E selection, purohasing, storage, installation, employee training and orientation, inspections, drills, and other activities related to start-up of the facilities, e. Work with the Construction Manager in the development of bid packages, early purchases of long -lead materials/early GMPs, phased and fast -tracked work, and to confirm the Construction Manager's Guaranteed Maximum Price ("GMP") is complete and comprehensive and results in a project that is contemplated by the City and as intended by the Architect / Engineer of Record (AOR / EOR) design. Update project budgets, cash flows, and schedules as required. Review all project -related invoices and make recommendations to City staff regarding payment. Construction Administration a. Work with the AM,/ EOR regarding its architectural and engineering services in connection with the bid and award process, including bid clarifications, bid coverage and scoping, review of bid alternates, and selection of contractors and award of construction contracts. b. Review and coordinate construction schedule, logistics/phasing, and budget to confirm compliance with the project budget, schedule, and phasing. c. Bring field conditions to the attention of City staff and provide recommendations for resolutions consistent with the project budget and schedule objectives. d. Review/recommend for approval Construction Manager's monthly applications for payment. Coordinate the review process with City staffs review, AOR / EOR's certification for payment, and receipt of partial lien waivers for each contractor. Coordinate with project team, equipment planner, and furniture dealer to confirm timely planning, procurement, and installation of all furniture, fixtures and equipment. f. Schedule with the AOR / EOR and Construction Manager to make periodic visits and observations of the construction site and perform such other services required to become familiar with the general Init. AIA Document C172— 2014. Copyright® 2014. All rights reserved. "The American Institute of Architects," 'American Institute of Architects," 'AIA," the AIA Logo, and "AIA Contract Documents' are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02/17/2024, is not for resale, Is licensed for one-time use only, and may only be used In accordance with the AIA Contract / Documents® Terms of Service. To report copyright violations, e-mail docinfo8alacontracts.com. User Notes: (1970749751) Inst. progress, quality, and conformance of the work. Oversee the issuance of and actions required in connection with the AOR / EOR's field reports. g. Maintain the CMS system to manage the budget, track expenditures, forecast costs, manage allowances, holds and contingencies and alternates, and forecast final costs as compared to the budget. h. Develop and implement a system for the review and processing of change orders. Verify if a change order is warranted. Evaluate and validate the supporting documents and make a recommendation to City staff. Review the Construction Manager's applications for payment in detail prior to approval by the AOR / EOR and City staff to negate any possibility of overpayment. Monitor general conditions and other reimbursable items so the City pays only for those services called for by the contract. Review, negotiate, and make recommendations to City staff regarding all claims for additional services, work, and/or extension of time in connection with the Project. k. Work with the Construction Manager, AOR / EOR, and City staff in commissioning of the building and: component systems, as needed. Work with the AOR / EOR and Construction Manager to plan, coordinate, schedule, and implement the punch list process and evaluate/update the value of outstanding punch list work. Pre-Occupancy/Occupancy a. Coordinate move -in schedule and logistics with City staff as well as any equipment and furniture vendors, b: Assist City staff and project team in preparation for pre -occupancy inspections and commencement of operations. c. Coordinate with City staff and Construction Manager to plan and schedule systems for training City staff to assume operation of the buildings. Oversee the submission of all warranties, guarantees, operations manuals, as built and/or record drawings, and other required close-out documentation. Close -Out a. Coordinate move -in schedule and logistics with City staff as well as any equipment and furniture vendors. b. Assist City staff in the close-out of all contracts and the reconciliation of actual costs as compared to the budget. Monitor final payments and the associated general releases and final waivers of lien. c. Assist City staff as required regarding "day two" issues and other related issues during the closeout phase. The City expects the OR team to direct the day-to-day operations of the OR and to ensure that everyone within the team: 1) understands their role and responsibilities; 2) performs the tasks required by that role andthose responsibilities in a manner consistent with the purpose and objectives of the City; and 3) administers the operation of the OR team in an engaged, open, and professional manner. If any member of the OR team is not performing, the City will notify the OR Lead of the nonperformance issue and the OR Lead shall take immediate action to address the concerns. Changes to the staffing of the OR team during the term of the contract are to be presented to the Public Works Director or designee for review AIA Document C172 — 2014. Copyright ® 2014. All rights reserved. "The American Institute of Architects," 'American Institute of Architects,' "AIA," the AIA Logo, and 'AIA Contract Documents' are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order 35 No.3104237986 which expires on 02/17/2024, Is not for resale, is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@alacontracts.com. User Notes: (1970749751) Init. and approval prior to staff changes or new assignments. AIA Document C172 — 2014. Copyright ® 2014. All rights reserved. °The American Institute of Architects," "American Institute of Architects, °AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. Thls document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237986 which expires on 02/17/2024, Is not for resale, Is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents• Terms of Service. To report copyright violations, e-mail docinfo@atacontracts.com. User Notes: (1970749751) Exhibit C-1 Schedule of Key Personnel and Hourly Rates Key Personnel Role Hourly Rate Scot Sanders, P.E., CEM Executive Support $N/A Paul Webb, P.E. Executive Support $N/A Pete Pazos, P.E. Executive Support $N/A Paul Chastant, Architect (Renewing) Project Executive $228.00 Jason Rupe, CCM, LEED AP Senior Project Manager $187.50 Jacque Judy Cost Estimating $165.00 Brandon Wagner/Andrew Bruskewitz Scheduling $130.00 AIA Document C172 — 2014. Copyright C 2014. All rights reserved. "The American Institute of Architects, "American Institute of Architects,"'AIA, the AIA Logo, and "AIA Contract Documents' are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order 37 No.3104237966 which expires on 02/17/2024, is not for resale, is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@alacontracts.com. User Notes: (1970749751) Init. Exhibit C-2 Fee Breakdown (See attached.) AIA Document C172 — 2014. Copyright ® 2014. All rights reserved. 'The American Institute of Architects," "American Institute of Architects; "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237986 which expires on 02/17/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, a -map docinfo@alacontracts.com. User Notes: (1970749751) 38 EXHIBIT C - Staffing Pian Fee Proposal Broaddus & Associates City of Clearwater, Florida PM Services - Staffing & Fee Proposal - As Negotiated on 20 Oct 2023 Proposed Team Role Personnel Rate/Hour Senior Pro'ect Manar er rogramming ost shmator Pro'ect Controls kili1=1111EBNIIIMEMI City Hall/MSB Design/Precon GMP/Permitting Construction Role Rate per Hour Project Executive $ 228.00 Sr. Project Manager 187,50 Ping/Programming $ Cost Estimator 165.00 Schedule Reviewer 130.00'; Project Controls City Hall/MSB Design/Precon GMP / Permitting Construction Option 3 Fee Summary Total Fee less reimbursables Estimated Total Prorram cud•=t Fee % of Total Pro. ram Bud , et 615 000 Note: Reimbursable expenses are capped at $15,000 per 20 Oct 2023 negotiations. As project conditions require, additional reimbursable expenses will be prior approved on a case by case basis. Work hours/year Annual Hours 1,961 2,008 0.976593625 Nov -23. Dec -23 Total Hrs. Amount Hrs/Month HrstMonth- 160 136 2023 2023 Hours Hours Nov -24 64 64 128 $ 29,184 156 133 289 $ 54,201 0 0 - $ 0 0 - $ - 0 0 - $ - 0 0 - 176 " r : IEERPbZIIII IIILMIUMHI -MIIISIVLaaa.M IEZ Ie T:T3Z! May -24 Jun -24 Jul -24 - Aug -24 Sep -24 Oct -24 Nov -24 Dec -24 Total Hrs 2024 Amount 2024 Hrs./Month 4:117131fli TU. '1124211-211.6 1.1M.1 MAW. ErATEMEMBEMEM HrsIMonth Role Rate Hour Jan 24 c Feb -24. Mar -24 Apr -24 May -24 Jun -24 Jul -24 - Aug -24 Sep -24 Oct -24 Nov -24 Dec -24 Total Hrs 2024 Amount 2024 Hrs./Month Hrs/Month Hrs/Month Hrs/Month HrsIMonth Hrs/Month Hrs/Month Hrs/Month Hrs/Month Hrs/Month Hrs/Month Hrs/Month per '3..y.�,`' 168 .a.�:� 176 176 .. 176 176 160 �3t;a�t 152 ours 'ours : -Hours - .Hours Hours 'ours Hours Hours r Hours ours Hours ours Project Executive $ 228.00 40 40 40 40 40 40 40 40 20 20 20 20 400 $ 91,200 Sr. Project Manager $ 187.50 172 164 164 172 172 156 172 172 156 180 148 156 1,984 $ 372,082 Ping/Programming $ - 0 0 0 0 0 0 0 - $ - Cost Estimator $ 165.00 16 16 16 16 64 $ 10,560 Schedule Reviewer $ 130.001 16 16 24 16 16 16 8 0 8 120 $ 15,600 Pro'ect Controls 7s''T.' : .e . .",'77';x,. ar..:+w•,,z' 1`1 ,--x'�:''i .., �fa`5 i`, `.: ` 3A6:. ., '- sur �R i4, 'r: City Hall/MSB Design/Precon GMP/Buy-out Construction Jan -25 Feb -25 Mar -25 Apr -25 May -25 : ,. Jun -25 :: Jul -25 : Aug -25 Sep -25 :.: Oct -25 : Nov -25 -:Dec-25 .a.�:� .. i`.�,.. ,W�. i.�..i+ .Ss ,..:"°,�' �3t;a�t Role Rate per Hour Jen -25 Hrs/Month Feb -25 HrslMonth Mar -25 Apr -25 May -25 Jun -25 Jul -25 Aug -25 Sep -25 Oct -25 Nov -25 Dec -25 HrsiMonth Hrs/Month Hrs/Mooth HrsMlonth Hrs/Month Hrs/Month Hrs/Month Hrs./Month His/Month Hrs/Month 168 176 168 176 168 168 144 H01113 Hours Hours +; Hours Hours Hours 0015 Hours Hours Total Hrs 2025 Amount 2025 Project Executive Sr. Project Manager Ping/Programming 22800'. $ 187.509 172 8 156 8 164 172 8 164 164 8 172 8 8 8 8 8 96 $ 21,888 164 164 180 141 164 1,977 $ 370,617 Cost Estimator Schedule Reviewer Pro'ect Controls 165.00 $ .............130.00 8 0 8 0 8 16 16 32 $ 5,280 0 8 0 8 0 48 $ 6,240 EXHIBIT C - Staffing Plan Fee Proposal Broaddus & Associates City of Clearwater, Florida PM Services - Staffing & Fee Proposal - As Negotiated on 20 Oct 2023 Proposed Team Role Personnel Rate/Hour Project Executive Paul Chastant 228. Senior Project Manager Jason Rupe 18703 Ping/Programming Cost Estimator Ben Perry Jacque Judy 5,00 Schedule Reviewer Brandon Wagner 0,00 Option 3 Fee Summary Annual Rate Increase 0% Total Hours 5,738 Total Fee (less reimbursables) Estimated Total Program Budget $1,090,181 $4000,000 Fee % of Total Program Budget 2.42% Reimbursab a Expenses 815,000 Feb -26 Mar -20 City Hall/MSB Design/Precon GMP/Buy-out Construction Role Jen -28 ". Feb -26 Mar -28 TotalHra 2026 Amount 2026 d 763 Gran ? "r sib a �x 9qn otpl i Rale Hour HrslMonth. HrslMonth Hrs/Month per ,c `OUrS 0U/a 176 '00'0 Project Executive $ 226.00 12 24 24 60 $ 13,680' 1A. 82• Sr. Project Manager $ 187.50: 164 156 172 492 $ 92,288 ,yr, 44,742 $�l+589.189 Ping/Programming $ $Cost Estimator $ 165,00 16 18 32 $ 5280OrM 29' "`21,12p0 Schedule Reviewer $ 130.00. 8 8 0 16 $ 2,080 194 ,920'. Pro'ect Controls 0 0 0 - $ r,..§ 0 N • SPM work hourslmonth account for PTO and sick leave Work hours/year Annual Hours 1,961 2,008 0.976593625 Exhibit D Truth in Negotiation Certificate (See attached.) Inst. AIA Document C172 — 2014. Copyright ® 2014. All rights reserved. "The American Institute of Architects, "American Institute of Architects; "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order ^^,A,�--'' No.3104237966 which expires on 02/17/2024, Is not for resale, Is licensed for one-time use only, and may only be used in accordance with the AIA Contract SYX 3/ Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1970749751) RFQ 45-23 Exhibit C TRUTH -IN -NEGOTIATION CERTIFICATE TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, and The Truth in Negotiations Act (TINA), A3C-.06.1 S /A-- c4 &At- f Contractor hereby certifies that wage rates, fringe rates and other factual unit costs supporting the compensation for the Ov(Jv .6'6 Ref Ove. services of c(3Coa leiu) t to be provided under this Agreement, concerning Oe -+r` a4ti 14-41,11, 4 t1r'`Dv are accurate, complete and current as of the time of contracting. The hereby undersigned representative submits this certification that they are an authorized representative of the proposer who may legally bind the proposer fittest to the accuracy of the information: STATE OF Ttxas COUNTY OF TrquiS Authorized Signature c/ 013 13 k er aPrinted Nta 11/ r rti Name of Entity/Corporation The foregoing instrument was acknowledged before me by means of K31--lysical presence or ❑ online notarization on, this 7 day of 1\1utk.mto. r , 202,3 , by �Cttit1 t'Jebb (name of person whose signature is being notarized) as the C 13 (title) of;67cjeliky a- 3/445,,S{t.s (name of corporation/entity), personally known , or produced (type of identification) as identification, and who did/d'd no take ar} oath. My Commission xpires: NOTARY SEAL ABOVE YW u - t r}• 2z.5 Iic 'lrc..y IAC r r`zi..hd�c,-L Printed Name Init. Exhibit E Scrutinized Companies Forms (See attached.) AIA Document C172 — 2014. Copyright © 2014. All rights reserved. "The American Institute of Architects," 'American Institute of Architects," "AIA, the AIA Logo, and "AIA Contract Documents° are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02117/2024, Is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail doclnfo@alacontracts.com. User Notes: (1970749751) RFQ 45-23_Exhibit C SCRUTINIZED COMPANIES FORM SCRUTINIZED COMPANIES THAT BOYCOTT ISRAEL LIST CERTIFICATION FORM THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BID/PROPOSAL. FAILURE TO SUBMIT THIS FORM AS REQUIRED MAY DEEM YOUR SUBMITTAL NONRESPONSIVE. The affiant, by virtue of the signature below, certifies that: 1. The vendor, company, individual, principal, subsidiary, affiliate, or owner is aware of the requirements of section 287.135, Florida Statutes, regarding companies on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel; and 2. The vendor, company, individual, principal, subsidiary, affiliate, or owner is eligible to participate in this solicitation and Is not listed on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel; and 3. "Boycott Israel" or "boycott of Israel" means refusing to deal, terminating business activities, or taking other actions to limit commercial relations with Israel, or persons or entities doing business in Israel or in Israeli -controlled territories, in a discriminatory manner. A statement by a company that it is participating in a boycott of Israel, or that it has initiated a boycott in response to a request for a boycott of Israel or in compliance with, or in furtherance of, calls for a boycott of Israel, may be considered as evidence that a company is participating in a boycott of Israel; and 4. If awarded the Contract (or Agreement), the vendor, company, individual, principal, subsidiary, affiliate, or owner will immediately notify the City of Clearwater in writing, no later than five ( ) calendar days after any of its principals are placed on the Scrutinized Cor • _ • es t..t Boycott Isr. t/ ist, or engaged in a boycott of Israel. % STATE OF T'C0aS COUNTY OF TrAVIS The foregoing instrument was acknowledged before me by means ofsical presence or 0 online otarization on, this %fh day of /3 $ t),t btr- , 202.3 , by t•4tAWL\ (name..Qf person whose signature is being notarized) as the COD (title) of teda IU S & 14.560eia.kt, (name of corporation/entity), personally known I/ , or produced (type of identification) as identification, and who did/did not take an cath. • HALEY HERNANDEZ iN 1 My Notary ID # 131232637 �F '1,1, er Expires August 3, :Z125 amoolamaamoRmsiaro My Commission Expires: IRuju S}2401.5— NOTARY SEAL ABOVE Authorized Printe Title ItA-p5 Name of Entity/Corporationor ►U7ti9N.iy ilcitary Public eh it. y �4._+CiY1akiaeLt Printed Ndme RFQ 45-23_Exhibit C SCRUTINIZED COMPANIES FORM SCRUTINIZED COMPANIES AND BUSINESS OPERATIONS WITH CUBA AND SYRIA CERTIFICATION FORM IF YOUR BID/PROPOSAL IS $1,000,000 OR MORE, THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BID/PROPOSAL. FAILURE TO SUBMIT THIS FORM AS REQUIRED MAY DEEM YOUR SUBMITTAL NONRESPONSIVE. The affiant, by virtue of the signature below, certifies that: 1. The vendor, company, individual, principal, subsidiary, affiliate, or owner is aware of the requirements of section 287.135, Florida Statutes, regarding companies on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaging in business operations in Cuba and Syria; and 2. The vendor, company, individual, principal, subsidiary, affiliate, or owner is eligible to participate in this solicitation and is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Sector List, or engaged in business operations in Cuba and Syria; and 3. Business Operations means, for purposes specifically related to Cuba or Syria, engaging in commerce in any form in Cuba or Syria, including, but not limited to, acquiring, developing, maintaining, owning, selling, possessing, leasing or operating equipment, facilities, personnel, products, services, personal property, real property, military equipment, or any other apparatus of business or commerce; and 4. If awarded the Contract (or Agreement), the vendor, company, individual, principal, subsidiary, affiliate, or owner will immediately notify the City of Clearwater in writing, no later than five (5) calendar days after any of its principals are placed on the Scrutinized Companies with Activities in udan List, the Scrutinized Companies with Activities in the Iran Petroleum Sector List, or enga ed in business operations in Cuba and Syria. STATE OF Thea COUNTY OF TrA vl S Authorized igr�� L., Printed Narr,�, Title l L-� o*ce-K Name of Entity/Corporation �5 c tvtc• The fojegoing instrument was acknowledged before me by means of ysical presence or ❑ online notarization on, this ?ft^ day of Ne. evv.jacx• , 20 Z3, by N ( (A5.0 016 (name of person whose si nature is being notarized) as the �' DO (title) of S t?)ct t� S 4' l octa.. ks. (name of corporation/entity), personally known L— , or produced (type of identification) as identification, and who did/did not take an oath. HALEY HERNANDEZ My Notary ID # 131232637 Expires August 3, 2025 N��� ,w � ► 4 w Y h► My Commission Expires: 114t,t. kS+ 3, Z2'Z-S NOTARY SEAL ABOVE iClotrary public Printed Nafine Exhibit F Verification of Employment Eligibility (See attached.) Init. AIA Document C172 — 2014. Copyright C 2014: AH rights reserved. "The American Institute of Architects, "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents` are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237986 which expires on 02/17/2024, is not for resale, Is licensed for onetime use only, and may only be used in accordance with the AIA Contract 14110 Documents® Terms of Service. To report copyright violations, a -mal docinfo@aiacontracts.com. User Notes: (1970749751) RFQ 45-23_Exhibit C E -VERIFY ELIGIBILITY FORM VERIFICATION OF EMPLOYMENT ELIGIBILITY FORM PER FLORIDA STATUTE 448.095, CONTRACTORS AND SUBCONTRACTORS MUST REGISTER WITH AND USE THE E -VERIFY SYSTEM TO VERIFY THE WORK AUTHORIZATION STATUS OF ALL NEWLY HIRED EMPLOYEES. THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BID/PROPOSAL. FAILURE TO SUBMIT THIS FORMAS REQUIRED MAY DEEM YOUR SUBMITTAL NONRESPONSIVE. The affiant, by virtue of the signature below, certifies that: 1. The Contractor and its Subcontractors are aware of the requirements of Florida Statute 448.095. 2. The Contractor and its Subcontractors are registered with and using the E -Verify system to verify the work authorization status of newly hired employees. 3. The Contractor will not enter into a contract with any Subcontractor unless each party to the contract registers with and uses the E -Verify system. 4. The Subcontractor will provide the Contractor with an affidavit stating that the Subcontractor does not employ, contract with, or subcontract with unauthorized alien. 5. The Contractor must maintain a copy of such affidavit. 6. The City may terminate this Contract on the good faith belief that the Contractor or its Subcontractors knowingly violated Florida Statutes 448.09(1) or 448.095(2)(c). 7. If this Contract is terminated pursuant to Florida Statute 448.095(2)(c), the Contractor may not be awarded a public contract for at least 1 year after the date on which this Contract was terminated. 8. The Contractor is liable for any additional cost incurred by the City as a result of the ter 'nation of this Contract. STATE OF 7744215 COUNTY OF Mt✓tS Authorized Sig/re Printed I��meck Title ej Name of Entity/Corporation The foregoing instrument was acknowledged before me by means of�physicai presence or 0 online notarization on, this „WIN day of /kiove.. lae.r , 20 7.3, by 1)01.64.1 Lot. to la (name of person whose signature is being notarized) as the CDG (title) of (eic.<<ar 4— +SCK..1c4e-S (name of corporation/entity), personally known 4...-•' or produced (type of idents cation as id=nti'c- i• and wh• did/did not take an oath. ;d6Iic Printed are My Commission Expires: NOTARY SEAL ABOVE /71.e_ rfriztieteott..7 ORLDOCS 20820643 11 57165.0001 Inst. Exhibit G City of Clearwater Greenprint 2.0 Requirements (See attached.) AIA Document C172 — 2014. Copyright m 2014. All rights reserved. "The American Institute of Architects," °American Institute of Architects,` "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 11:53:48 ET on 11/07/2023 under Order No.3104237966 which expires on 02/17/2024, Is not for resale, Is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1970749751)