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1078-Architects Design GroupV.-AIA Document B141 TM —1997 Part 1 Standard Form of Agreement Between Owner and Architect with Standard Form of Architect's Services TABLE OF ARTICLES 1.1 INITIAL INFORMATION 1.2 RESPONSIBILITIES OF THE PARTIES This document has important (Name, address and other in(armotion) ADDITIONS AND DELETIONS: 1.3 TERMS AND CONDITIONS The author of this document has Architects Design Group, Inc. added information needed for its 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS completion. The author may also have revised the text of the 1.5 COMPENSATION original AIA standard form. An Additions and Deletions Report AGREEMENT made as of the 20M day of January in the year Two Thousand and Six (In words, indicate day, month and year) that notes added information as well as revisions to the standard form text is available from the BETWEEN the Architect's client identified as the Owner: (Name, address and other information) author and should be reviewed. A vertical line in the left margin of this document indicates where City of Sanford 300 N. Park Avenue Sanford, Florida 32771 the author has added necessary information and where the author has added to or deleted from the original AIA text. and the Architect This document has important (Name, address and other in(armotion) legal consequences. Consultation with an attorney Architects Design Group, Inc. encouraged with respect to I is 333 North Knowles Avenue its completion or modification. Winter Park, Florida 32789 For the following Project (Include detailed description of Project) A Public Safety Complex consisting of facilities for the Police Department, Fire Administration, Fire Station and potential future communications capability. The Owner and Architect agree as follows: See Attachments "A" through "G ", that define project Scope, Services and related Professional Fees. AIA Document B741TM — 1997 Part 1. Copyright © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and Internalfonal Treaties. Unauthorized reproduction or distribution of this Ale Document, or any portion of it, may result In severe civil and criminal penalties, and will be P r osecuted to the maximum cadent possible under the law. This document was produced by AIA software at 12:08:48 on 11122/2005 under Order No.1000188307_1 which expires on 7/12/2006, and is not for resale. User Notes: (2889031422) I ARTICLE 1.1 INITIAL INFORMATION § 1.1.1 This Agreement is based on the following information and assumptions. (Note the disposition for the following items by inserting the requested information or a statement such as "not applicable, " "unknown at time of execution" or "to be determined later by mutual agreement. ") Attachment "G" Defines the project information and assumptions. § 1.1.2 PROJECT PARAMETERS § 1.1.2.1 The objective or use i (Identily ordescribe, ifappropriate, proposed use orgoals.) Planning, Design and Construction Administration for the Facilities itemized in Attachment "A" § 1.1.2.2 The physical parameters are: (Identify ordescribe, ifapprapriate, size, location, dimensions, orotherpertin..t information, such as geotechnical reports about the site.) A facility consisting of approximately 69,687 gross square feet with a total development budget of $18,111,724.00. § 1.1.2.3 The Owner's Program is: (Identify documentation or sane the manner in which the program will be developed.) Based upon criteria established in Phase I (Attachment "A "), and a modified by the Owner's City Commission from time -to -time. § 1.1.2.4 The legal parameters are: (Identify pertinent legal information, including, if appropriate, land surveys and legal descriptions and restrictions of the site.) Not applicable (N /A) § 1.1.2.5 The financial parameters areas follows. .1 Amount of the Owner's overall budget for the Project, including the Architect's compensation, is: $18,111,724.00. .2 Amount of the Owner's budget for the Cost of the Work, excluding the Architect's compensation, is: $16,586,707.00. § 1.1.2.6 The time parameters are (Identify, if appropriate, milestone dates, durations or fast track scheduling.) The Architect shall complete Services required of the Architect under the "Standard Form of Architect's Services: Design and Contract Administration ", in a timely manner as may be appropriate to the Project as directed by the Owner. § 1.1.2.7 The proposed procurement or delivery method for the Project is: (Identifi� method such as competitive bid, negotiated contract, or construction management.) To be Determined (TBD). § 1.1.2.8 Other parameters are - (Identify special characteristics or needs of the Project such as energy, environmental or historic preservation requirements.) Not Applicable (N /A). § 1.1.3 PROJECT TEAM § 1.1.3.1 The Owner's Designated Representative is (List name. address and other information.) To be established by the City of Sanford. At Document 8141- -1997 part 1. Copyright m 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Umunho, zed reproduction or distribution of this AIA" Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12.08:48 on 11122/2005 under Order NO 1000188307_1 which expires on 7/12/2006, and is not for resale. User Notes: (2889031422) To be established by the City of Sanford § 1.1.3.2 The persons or entities, in addition to the Owner's Designated Representative, who are required to review the Architect's submittals to the Owner are (List name, address and other information.) To be established by the Owner. § 1.1.3.3 The Owner's other consultants and contractors are: (List discipline and, if known, identify them by name and address.) Not applicable (N /A). § 1.1.3.4 The Architect's Designated Representative is: (List name, address and other information.) I.S.K. Reeves V, FAIA, Principal and Ian A. Reeves, Vice President Architects Design Group, Inc. 333 North Knowles Avenue Winter Park, Florida 32789 § 1.1.3.5 The consultants retained at the Architect's expense are: (List discipline and, if known, identify them by name and address.) As proposed by the Architect and agreed to by the City or as modified with the consent of the Owner. § 1.1.4 Other important initial information is: Not Applicable (N /A) § 1.1.5 When the services under this Agreement include contract administration services, the General Conditions of the Contract for Construction shall be the edition of AIA Document A201 current as of the date of this Agreement, or as follows ": With modifications, as may be modified by the Owner. § 1.1.6 The information contained in this Article 1.1 may be reasonably relied upon by the Owner and Architect in determining the Architect's compensation. Both parties, however, recognize that such information may change and, in that event, the Owner and the Architect shall negotiate appropriate adjustments in schedule, compensation and Change in Services in accordance with Section 1.3.3. ARTICLE 1.2 RESPONSIBILITIES OF THE PARTIES § 1.2.1 The Owner and the Architect shall cooperate with one another to fulfill their respective obligations under this Agreement. Both parties shall endeavor to maintain good working relationships among all members of the Project team. § 1.2.2 OWNER § 1.2.2.1 Unless otherwise provided under this Agreement, the Owner shall provide full information in a timely manner regarding requirements for and limitations on the Project. The Owner shall furnish to the Architect, within 15 days after receipt of a written request, information necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights. The Architect shall, reciprocally, provide the Owner with the timely information. § 1.2.2.2 The Owner shall periodically update the budget for the Project, including that portion allocated for the Cost of the Work. The Owner shall not significantly increase or decrease the overall budget, the portion of the budget allocated for the Cost of the Work, or contingencies included in the overall budget or a portion of the budget, AIA Document 8741 n — 1997 Part 1. Copyright ® 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING This AIA' Document is protected by U.S. copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:39:25 on 12/08/2005 under Order No.1000204139_1 which expires on 10/26/2006, and is not for resale. User Notes: (2889031422) without the agreement of the Architect to a corresponding change in the Project scope and quality. The Architect's agreement shall not be unreasonably delayed or withheld. §1.2.2.3 The Owner's Designated Representative identified in Section 1.1.3 shall be authorized to act on the Owner's behalf with respect to the Project. The Owner or the Owner's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. § 1.2.2.4 The Owner shall furnish the services of consultants other than those designated in Section 1. 1.3 or authorize the Architect to furnish them as a Change in Services when such services are reasonably requested by the Architect and are reasonably required by the scope of the Project. § 1.2.2.5 Unless otherwise provided in this Agreement, the Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 1.2.2.6 The Owner shall furnish all legal, insurance 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. § 1.2.2.7 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in the Architect's Instruments of Service. The Architect shall, reciprocally, provide the Owner with prompt written notice of matter's which the Architect believes must be addressed by the Owner. § 1.2.3 ARCHITECT § 1.2.3.1 The services performed by the Architect, Architect's employees and Architect's consultants shall be as enumerated in Article 1.4. § 1.2.3.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly and timely progress of the Project. The Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services which initially shall be consistent with the time periods established in Section 1.1.2.6 and which shall be adjusted, if necessary, as the Project proceeds. This schedule shall include allowances for periods of time required for the Owner's review, for the performance of the Owner's consultants, and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. § 1,2.3.3 The Architect's Designated Representative identified in Section 1. 1.3 shall be authorized to act on the Architect's behalf with respect to the Project. § 1.2.3.4 The Architect shall maintain the confidentiality of information specifically designated as confidential by the Owner, unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the Architect from establishing a claim or defense in an adjudicatory proceeding. The Architect shall require of the Architect's consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by the Owner. § 1.2.3.5 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. § 1.23.6 The Architect shall review laws, codes, and regulations applicable to the Architect's services. The Architect shall respond in the design of the Project to requirements imposed by governmental authorities having jurisdiction over the Project. § 1.2.3.7 The parties shall be entitled to rely on the accuracy and completeness of services and information furnished by one another. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any errors, omissions or inconsistencies in such services or information. AIA Document 8141W — 1997 Part I. Copyright © 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This A10 Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AW Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:39:25 on 12/08/2005 under Order No.1000204139_1 which expires on 10/26/2006, and is not for resale. User Notes: (2889031422) ARTICLE 1.3 TERMS AND CONDITIONS § 1.3.1 COST OF THE WORK § 1.3.1.1 The Cost of the Work shall be the total cost or, to the extent the Project is not completed, the estimated cost to the Owner of all elements of the Project designed or specified by the Architect. § 1.3.1.2 The Cost of the Work shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Architect, including the costs of management or supervision of construction or installation provided by a separate construction manager or contractor, plus a reasonable allowance for their overhead and profit. In addition, a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work. § 1.3.1.3 The Cost of the Work does not include the compensation of the Architect and the Architect's consultants, the costs of the land, rights -of -way and financing or other costs that are the responsibility of the Owner. § 1.3.2 INSTRUMENTS OF SERVICE § 1.3.2.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are the property of the Owner. The parties recognize and agree that the Owner and Architect shall comply with all Florida law and all other applicable laws relating to the reproduction and distribution of public records. (Paragraphs deleted) § 1,3.3 CHANGE IN SERVICES § 1.3.3.1 Change in Services of the Architect, including services required of the Architect's consultants, may be accomplished afrer execution of this Agreement, without invalidating the Agreement, if mutually agreed in writing, if required by circumstances beyond the Architect's control, or if the Architect's services are affected as described in Section 1.3.3.2. In the absence of mutual agreement in writing, the Architect shall notify the Owner prior to providing such services. If the Owner deems that all or a part of such Change in Services is not required, the Owner shall give prompt written notice to the Architect, and the Architect shall have no obligation to provide those services. Except for a change due to the fault of the Architect, Change in Services of the Architect resulting in additional work shall entitle the Architect to an adjustment in compensation pursuant to Section 1.5.2, and to any Reimbursable Expenses described in Section 1.3.9.2 and Section 1.5.5. § 1.3.3.2 If any of the following circumstances affect the Architect's services for the Project, the Architect may be entitled to an appropriate adjustment in the Architect's schedule and compensation: .1 change in the instructions or approvals given by the Owner that necessitate revisions in Instruments of Service; .2 enactment or revision of codes, laws or regulations or official interpretations which necessitate changes to previously prepared Instruments of Service; .3 decisions of the Owner not rendered in a timely manner; .4 significant change in the Project including, but not limited to, size, quality, complexity, the Owner's schedule or budget, or procurement method; .5 failure of performance on the part of the Owner or the Owner's consultants or contractors; .6 preparation for and attendance at a public hearing, a dispute resolution proceeding or a legal proceeding except where the Architect is party thereto; .7 change in the information contained in Article 1.1. Reciprocally, changes may result in adjustments to the Owner's obligations to the Architect and a reduction in compensation. § 1.3.4 MEDIATION 1.3.4.1 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 the institution of legal or equitable proceedings by either party. § 1.3.4.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect. Request for mediation shall be AIA Document B141 - -1997 Part 1. Copyright © 1917, 1926, 1948, 1951, 1953, 1958 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING- This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:39:25 on 12/08/2005 under Order No.1000204139_1 which expires on 10/2612006, and is not for resale. User Notes: (2869031422) filed in writing with the other party to this Agreement and with the American Arbitration Association. The request may be made concurrently with the filing of a demand for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. § 1.3.4.3 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 may be enforceable as settlement agreements in any court having jurisdiction thereof. § 1.3.5 ARBITRATION (Paragraphs deleted) § 1.3.6 CLAIMS FOR CONSEQUENTIAL DAMAGES The Architect and the Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Section 1.3.8. § 1.3.7 MISCELLANEOUS PROVISIONS § 1.3.7.1 This Agreement shall be governed by the law of the State of Florida. § 1.3.7.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201, General Conditions of the Contract for Construction, as modified by the Owner. § 1.3.7.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. In no event shall such statutes of limitations commence to ran any later than the date when the Architect's services are substantially completed. § 1.3.7.4 To the extent damages are covered by property insurance during construction, the Owner and the Architect 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 1997 edition of AIA Document A201, General Conditions of the Contract for Construction, as modified by the Owner current as of the date of this Agreement. The Owner or the Architect, 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. § 1.3.7.5 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 Architect. § 1.3.7.6 Unless otherwise provided in this Agreement, the Architect and Architect's consultants 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. § 1.3.7.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials with the permission of the Owner. In such circumstances, the Architect shall be given reasonable access to the completed Project to make such representations.. § 1.3.7.8 If a party requests the other party to execute certificates, the proposed language of such certificates shall be submitted for review at least 14 days prior to the requested dates of execution. Neither pay shall be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement. § 1.3.7.9 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to an AIA Document B141TM —1997 Part 1. Copyright ® 1917, 1926, 1948, 195 i 1, 1953, 1958 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The Amencan Institute of Architects. All rights reserved. WARNING: This AIA Document s protected by U.S. Copyright Lew and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 11:39:25 on 12108/2005 under Order No.1000204139_I which expires on 10126/2006, and is not for resale. User Notes: (2889031422) institutional lender providing financing for the Project. In such event, the lender shall assume the Owner's rights and obligations under this Agreement. The Architect shall execute all consents reasonably required to facilitate such assignment. § 1.3.8 TERMINATION OR SUSPENSION § 1.3.8.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, prior to suspension of services, the Architect shall give seven days' written notice to the Owner. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 1.3.8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 1.3.8.3 If the Project is suspended or the Architect's services are suspended for more than 90 consecutive days, the Architect may terminate. this Agreement by giving not less than seven days' written notice. § 1.3.8.4 This Agreement may be terminated by either party upon not less than seven 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. § 1.3.8.5 This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. § 1.3.8.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Section 1.3.8.7. § 1.3.8.7 Termination Expenses are in addition to compensation for the services of the Agreement and include expenses directly attributable to termination for which the Architect is not otherwise compensated, plus an amount for the Architect's anticipated profit on the value of the services not performed by the Architect. § 1.3.9 PAYMENTS TO THE ARCHITECT § 1.3.9.1 Payments on account of services rendered and for Reimbursable Expenses incurred shall be made monthly upon presentation of the Architect's statement of services. No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been adjudged to be liable. § 1.3.9.2 Reimbursable Expenses are in addition to compensation for the Architect's services and include expenses incurred by the Architect and Architect's employees and consultants directly related to the Project, as identified in the following Clauses: .1 transportation in connection with the Project, authorized out -of -town travel and subsistence, and electronic communications in accordance with the policies applicable to the Owner's employees; .2 fees paid for securing approval of authorities having jurisdiction over the Project; .3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service; .4 expense of overtime work requiring higher than regular rates if authorized in advance by the Owner; .5 renderings, models and mock -ups requested by the Owner to explicit the project; .6 other similar direct Project - related expenditures approved by the Owner. - rs••a••• _,, ,nco, iaae, 19p1, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by ALA software at 11:39:25 on 12/08/2005 under Order No.1000204139_1 which expires on 10/26/2006, and is not for resale. user Notes: (2889031422) § 1.3.9.3 Records of Reimbursable Expenses, of expenses pertaining to a Change in Services, and of services Performed on the basis of hourly rates shall be available to the Owner or the Owner's authorized representative at mutualty convenient times. (Paragraph deleted) ,ARTICLE 1.4 SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS § 1.4.1 Enumeration of Parts of the Agreement. This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or ond. This Agreement may be amended only by written instrument signed by both Owner and Architect. This Agreement comprises the documents listed below. 11A.1.1 Standard Forrdaaf Agreement Between Owner and Architect. AIA Document 141 -1997. § 4A.1.2 Standard Form of Architect's Services: Design and Contract Administration, AIA Document B 141 -1997, or as follows: (List other documents, if any, delineating Architect's scope of services. ) § W-3 Other documents as follows: (List other documents, if anyforming part of the Agreement.) Attachment "A ScopapfServices Attaohment "WI Other G¢nil lions or Services Attachment "C ": Additional Services Attachment "W: Hourly Rates Attachment "E".: Professional Fee Allocation Attachment'; ': Additional Terms and Conditions Attachment "G": Plb*t Budget: Option B: Year 2018 (Revised) § 1:4,$;Special:Te4ts and Conditions, Special terms and_conditions that modify this Agreement are as follows: See attached, ARTICLE 1S COMWENSAT.ION § 1.5t1 f�or the Architect's services as described under Article 1.4, compensation shall be computed as follows: -. See Attachment "g' for Professional Fee Allocation. § U2 If the services of the Architect are materially changed as described in Section 1.3.3.1, the Architect's compensation shall .Abe adjusted, Such adjustment shall be calculated as described below or, if no method of adjustment is indicated:in Section 1.5.2, in an equitable manner. (Insert basis of compensation, including rates and multiples of Direct Personnel Expense for Principals and employees, and idemi (y Principals and classify employees, if required Ident fy specific services to which particular methods of compensafforI apply) § 1;5" For a Quango in Services of the Architect's consultants, compensation shall be computed as a multiple of `. C 1 .2 )times Ott amounts billed to the Architect for such services or an hourly rate as agreed by the Owner. ;1 § 1.51A The rates and multiples for services of the Architect and the Architect's consultants as set forth in this Agreement may be adjusted in accordance with their normal salary review practices as approved by the Owner. § 1.5.5 Payments are due and payable in accordance with the Florida Prompt Payment Act. ww ux ume 0141' —1997 Pan t. Copyright O 1917, 1926, 1909, 1951, 1953, 195,, 1961 Insti tute of An , 1963, 1966, 1967, 1970, 1974, 1877, 1997 and 1997 by The Une h" � i or All rights resery WARNING: W pm eo NG: This AIA Document Is Pmteed by U.S. Copyright taw and Intematlonel TreaUes. ProsecWad to 1M i um extent button of this AIA Document, or any Portion of a, may resun in sewsre clra and craninsi Penalties, andwill be No. 1000204139_1 which sapires on 10t2ty2DO6, and Is not for ressledOc nl was produced M AW software at 11:392b on 12/OBf2005 under Order User Notes: (2889031422) § 1.5.6 If the services covered by this Agreement have not been completed within forty ( 40 ) months of the date hereof, .through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as provided in Section 1.5.2. (Paragraphs deleted) This Agreement entered into as of the day and year first written above. OWNER CITY OE Linda K ` n, Mayor ARCHITECT ARCHITECTS DESIGN GROUP, INC. .K. Reeves V. FAIA, President (Signature) (Printed mite andd4lWe, (Printed name and title) AIA Document 6141 n -1997 Mn 1. Copyright ®1917, 1926, 1946, 1951, 1953, 1956, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1967 and 1997 by The American Institute of Architects. An rights reserved WARNING: This Al Document is protected by U.S. Copyright Law and Intematlonal Treaties, unauthorized reproduction or distribution of this Alk Document, or any portion of N, may resat In severe civa and crantnal penstfin, and will be Prosecuted to the maxlnmm extent possible antler the law. This document was produced by ALA software at 11:39:25 on I MST005 under Order No.1000204139 - 1 which wores on 10126r2006. and is not for resale. User Nobs: (2669031422) 9 AIA Document B141r" —1997 Part 2 Standard Form of Architect's Services: Design and Contract Administration TABLE OF ARTICLES 2,1 PROJECT ADMINISTRATION SERVICES 2.2 SUPPORTING SERVICES 2.3 EVALUATION AND PLANNING SERVICES 2.4 DESIGN SERVICES 2.5 CONSTRUCTION PROCUREMENT SERVICES 2.6 CONTRACT ADMINISTRATION SERVICES 2.7 FACILITY OPERATION SERVICES 2.8 SCHEDULE OF SERVICES 2.9 MODIFICATIONS ARTICLE 2.1 PROJECT ADMINISTRATION SERVICES §.2.1,1 The Architect shall manage the Architect's services and administer the Project. The Architect shall consult with the Owner, research applicable design criteria, attend Project meetings, communicate with members of the Project team and issue progress reports. The Architect shall coordinate the services provided by the Architect and the Architect's consultants with those services provided by the Owner and the Owner's consultants. § 2.1.2 When Project requirements have been sufficiently identified, the Architect shall prepare, and periodically update, a Project schedule that shall identify milestone dates for decisions required of the Owner, design services furnished by the Architect, completion of documentation provided by the Architect, commencement of construction and Substantial Completion of the Work. § 2.1.3 The Architect shall consider the value of alternative materials, building systems and equipment, together with other considerations based on program, budget and aesthetics in developing the design for the Project. § 2.1.4 Upon request of the Owner, the Architect shall make a presentation to explain the design of the Project to representatives of the Owner. §2-1.5 The Architect shall submit design documents to the Owner at timely intervals appropriate to the design process for purposes of evaluation and approval by the Owner. The Architect shall be entitled to rely on approvals received from the Owner in the further development of the design. § 2.1.6 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. 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 attorney is encouraged with respect to its completion or modification. AIA Document 8141^ -1997 Part 2. Copyright ®1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Trestles. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be Prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:00:44 on 12/08/2005 under Order No. 1000204139_1 which expires on 10/26/2006, and is not for resale. User Notes: (1954106321) § 2.1.7 EVALUATION OF BUDGET AND COST OF THE WORK §2.1.7.1 When the Project requirements have been sufficiently identified, the Architect shall prepare a preliminary estimate of the Cost of the Work. This estimate may be based on current area, volume or similar conceptual estimating techniques. As the design process progresses through the end of the preparation of the Construction Documents, the Architect shall update and refine the preliminary estimate of the Cost of the Work. The Architect shall advise the Owner of any adjustments to previous estimates of the Cost of the Work indicated by changes in Project requirements or general market conditions. If at any time the Architect's estimate of the Cost of the Work exceeds the Owner's budget, the Architect shall make appropriate recommendations to the Owner to adjust the Project's size, quality or budget, and the Owner shall cooperate with the Architect in making such adjustments. §2.1.7.2 Evaluations of the Owner's budget for the Project, the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work prepared by the Architect represent the Architect's judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for the Project or from any estimate of the Cost of the Work or evaluation prepared or agreed to by the Architect. § 2.1.7.3 In preparing estimates of the Cost of the Work, the Architect shall be permitted to include contingencies for design, bidding and price escalation; to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents; to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget for the Cost of the Work. If an increase in the Contract Sum occurring after execution of the Contract between the Owner and the Contractor causes the budget for the Cost of the Work to be exceeded, that budget shall be increased accordingly. § 2.1.7.4 If bidding or negotiation has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, the budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the construction industry. § 2.1.7.5 If the budget for the Cost of the Work is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall: .1 give written approval of an increase in the budget for the Cost of the Work; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 terminate in accordance with Section 1.3.8.5; or .4 cooperate in revising the Project scope and quality as required to reduce the Cost of the Work. § 2.1.7.6 If the Owner chooses to proceed under Section 2.1.7.5.4, the Architect, without additional compensation, shall modify the documents for which the Architect is responsible under this Agreement as necessary to comply with the budget for the Cost of the Work. The modification of such documents shall be the limit of the Architect's responsibility under this Section 2.1.7. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not construction is commenced. ARTICLE 2.2 SUPPORTING SERVICES § 2.2.1 Unless specifically designated in Section 2.8.3, the services in this Article 2.2 shall be provided by the Owner or the Owner's consultants and contractors. §2.2.1.1 The Owner shall furnish a program setting forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, special equipment, systems and site requirements. § 2.2.1.2 The Architect shall furnish surveys 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 shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements ^•^ �� _��• o �•. mar an z. copyngnt P 1911, 1926, 1948, 195 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:00:44 on 12/08/2005 under Order No. 1000204139_1 which expires on 10/26/2006, and is not for resale. User Notes: (1954106321) and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 2.2.1.3 The Architect shall furnish services of geotechnical engineers which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate recommendations. ARTICLE 2.3 EVALUATION AND PLANNING SERVICES § 2.3.1 The Architect shall provide a preliminary evaluation of the information furnished by the Owner under this Agreement, including the Owner's program and schedule requirements and budget for the Cost of the Work, each in terms of the other. The Architect shall review such information to ascertain that it is consistent with the requirements of the Project and shall notify the Owner of any other information or consultant services that may be reasonably needed for the Project. §2.3.2 The Architect shall provide a preliminary evaluation of the Owner's site for the Project based on the information provided by the Owner of site conditions, and the Owner's program, schedule and budget for the Cost of the Work. § 2.3.3 The Architect shall review the Owner's proposed method of contracting for construction services and shall notify the Owner of anticipated impacts that such method may have on the Owner's program, financial and time requirements, and the scope of the Project. ARTICLE 2.4 DESIGN SERVICES § 2.4.1 The Architect's design services shall include normal structural, mechanical and electrical engineering services. § 2.4.2 SCHEMATIC DESIGN DOCUMENTS § 2.4.2,1 The Architect shall provide Schematic Design Documents based on the mutually agreed -upon program, schedule, and budget for the Cost of the Work. The documents shall establish the conceptual design of the Project illustrating the scale and relationship of the Project components. The Schematic Design Documents shall include a conceptual site plan, if appropriate, and preliminary building plans, sections and elevations. At the Architect's option, the Schematic Design Documents may include study models, perspective sketches, electronic modeling or combinations of these media. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. § 2.4.3 DESIGN DEVELOPMENT DOCUMENTS § 2.4.3.1 The Architect shall provide Design Development Documents based on the approved Schematic Design Documents and updated budget for the Cost of the Work. The Design Development Documents shall illustrate and describe the refinement of the design of the Project, establishing the scope, relationships, forms, size and appearance of the Project by means of plans, sections and elevations, typical construction details, and equipment layouts. The Design Development Documents shall include specifications that identify major materials and systems and establish in general their quality levels. § 2.4.4 CONSTRUCTION DOCUMENTS § 2.4.4.1 The Architect shall provide Construction Documents based on the approved Design Development Documents and updated budget for the Cost of the Work. The Construction Documents shall set forth in detail the requirements for construction of the Project. The Construction .Documents shall include Drawings and Specifications that establish in detail the quality levels of materials and systems required for the Project. §2.4.4.2 During the development of the Construction Documents, the Architect shall assist the Owner in the development and preparation of: (1) bidding and procurement information which describes the time, place and conditions of bidding; bidding or proposal forms; and the form of agreement between the Owner and the Contractor; and (2) the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The Architect also shall compile the Project Manual that includes the Conditions of the Contract for Construction and Specifications and may include bidding requirements and sample forms. AIA Document 8141w —1997 Part 2. Copyright © 1917, 1926, 1948, 195 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Al a Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:00:44 on 12/08/2005 under Order No.1000204139 - 1 which expires on 10/26/2006, and is not for resale. User Notes: (1954106321) ARTICLE 2.5 CONSTRUCTION PROCUREMENT SERVICES § 2.5.1 The Architect shall assist the Owner in obtaining either competitive bids or negotiated proposals and shall assist the Owner in awarding and preparing contracts for construction. § 2.5.2 The Architect shall assist the Owner in establishing a list of prospective bidders or contractors. § 2.5.3 The Architect shall assist the Owner in bid validation or proposal evaluation and determination of the successful bid or proposal, if any. If requested by the Owner, the Architect shall notify all prospective bidders or contractors of the bid or proposal results. § 2.5.4 COMPETITIVE BIDDING § 2.5.4.1 Bidding Documents shall consist of bidding requirements, proposed contract forms, General Conditions and Supplementary Conditions, Specifications and Drawings. § 2.5.4.2 If requested by the Owner, the Architect shall arrange for procuring the reproduction of Bidding Documents for distribution to prospective bidders. The Owner shall pay directly for the cost of reproduction or shall reimburse the Architect for such expenses. § 2.5.4.3 If requested by the Owner, the Architect shall distribute the Bidding Documents to prospective bidders and request their return upon completion of the bidding process. The Architect shall maintain a log of distribution and retrieval, and the amounts of deposits, if any, received from and returned to prospective bidders. § 2.5.4.4 The Architect shall consider requests for substitutions, if permitted by the Bidding Documents, and shall prepare and distribute addenda identifying approved substitutions to all prospective bidders. § 2.5.4.5 The Architect shall participate in or, at the Owner's direction, shall organize and conduct a pre -bid conference for prospective bidders. § 2.5.4.6 The Architect shall prepare responses to questions from prospective bidders and provide clarifications and interpretations of the Bidding Documents to all prospective bidders in the form of addenda. § 2.5.4.7 The Architect shall participate in or, at the Owner's direction, shall organize and conduct the opening of the bids. The Architect shall subsequently document and distribute the bidding results, as directed by the Owner. § 2.5.5 NEGOTIATED PROPOSALS § 2.5.5.1 Proposal Documents shall consist of proposal requirements, proposed contract forms, General Conditions and Supplementary Conditions, Specifications and Drawings. § 2.5.5.2 If requested by the Owner, the Architect shall arrange for procuring the reproduction of Proposal Documents for distribution to prospective contractors. The Owner shall pay directly for the cost of reproduction or shall reimburse the Architect for such expenses. § 2.5.5.3 If requested by the Owner, the Architect shall organize and participate in selection interviews with prospective contractors. § 2,5.5.4 The Architect shall consider requests for substitutions, if permitted by the Proposal Documents, and shall prepare and distribute addenda identifying approved substitutions to all prospective contractors. § 2.5.5.5 If requested by the Owner, the Architect shall assist the Owner during negotiations with prospective contractors. The Architect shall subsequently prepare a summary report of the negotiation results, as directed by the Owner. ARTICLE 2.6 CONTRACT ADMINISTRATION SERVICES §2.6.l GENERAL ADMINISTRATION § 2.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in the 1997 edition of AIA Document A201, General Conditions of the Contract for Construction. AIA Document 8141 -- 1997 Part 2. Copyright ® 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA? Document is protected by U.S. Copyright Law and International Treaties. 4 Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:00:44 on 12/08/2005 under Order No. 1000204139_1 which expires on 10/26/2006, and is not for resale. User Notes: (1954106321) Modifications may be made to the General Conditions by the Owner, when adopted as part of the Contract Documents, and shall be enforceable under this Agreement. §2.6.1.2 The Architect's responsibility to provide the Contract Administration Services under this Agreement commences with the award of the initial Contract for Construction and terminates at the issuance to the Owner of the final Certificate for Payment. However, the Architect shall be entitled to a Change in Services in accordance with Section 2.8.2 when Contract Administration Services extend 60 days after the date of Substantial Completion of the Work. § 2.6.1.3 The Architect shall be a representative of and shall advise and consult with the Owner during the provision of the Contract Administration Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement unless otherwise modified by written amendment. § 2.6.1.4 Duties, responsibilities and limitations of authority of the Architect under this Article 2.6 shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of the Contractor, which consent will not be unreasonably withheld. § 2.6.1.5 The Architect shall review properly prepared, timely requests by the Contractor for additional information about the Contract Documents. A properly prepared request for additional information about the Contract Documents shall be in a form prepared or approved by the Architect and shall include a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. § 2.6.1.6 If deemed appropriate by the Architect, the Architect shall on the Owner's behalf prepare, reproduce and distribute supplemental Drawings and Specifications in response to requests for information by the Contractor. § 2.6.1.7 The Architect shall interpret and decide matters concerning performance of the Owner and Contractor under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. §.2.6.1.8 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor. §2.6.1.9 The Architect shall render initial decisions on claims, disputes or other matters in question between the Owner and Contractor as provided in the Contract Documents. However, the Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. § 2.6.2 EVALUATIONS OF THE WORK §.2:6:2.1 The Architect, as a representative of the Owner, shall visit the site at intervals appropriate to the stage of the Contractor's operations, or as otherwise agreed by the Owner and the Architect in Article 2.8, (1) to become generally familiar with and to keep the Owner informed about the progress and quality of the portion of the Work completed, (2) to endeavor to guard the Owner against defects and deficiencies in the Work, and (3) to determine in general if the Work is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work. The Architect shall neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents. §- 2.6.2.2. The Architect shall report to the Owner known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor. However, the Architect shall not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents when the Architect has appropriately noted such deviations. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of and shall not be responsible for acts or omissions of AIA Document B141- —1997 Part 2. Copyright* 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. At[ rights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be 5 prosecuted to the maximum extent possible under the low. This document was produced by AIA software at 12:00:44 on 12/08/2005 under Order No.1000204139 - 1 which expires on 10/26/2006, and is not for resale. User Notes: (1954106321) the Contractor, Subcontractors, or their agents or employees, or of any other persons or entities performing portions of the Work unless the Architect should have noted the deviation. § 2.6.2.3 The Architect shall at all times have access to the Work wherever it is in preparation or progress § 2.6.2.4 Except as otherwise provided in this Agreement or when direct communications have been specially authorized, the Owner shall endeavor to communicate with the Contractor through the Architect about matters Arising out of or relating to the Contract Documents. Communications by and with the Architect's consultants shall be through the Architect. § 2.6.2.5 The Architect shall have authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performing portions of the Work unless and except relating to deviations which the Architect should have noted. § 2.6.3 CERTIFICATION OF PAYMENTS TO CONTRACTOR § 2.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue Certificates for Payment in such amounts. The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's evaluation of the Work as provided in Section 2.6.2 and on the data comprising the Contractor's Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject (1) to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, (2) to results of subsequent tests and inspections, (3) to correction of minor deviations from the Contract Documents prior to completion, and (4) to specific qualifications expressed by the Architect. §2.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum, but shall mean that the Architect has exercised its professional judgment. § 2.6.3.3 The Architect shall maintain a record of the Contractor's Applications for Payment § 2.6.4 SUBMITTALS §2.6.4.1 The Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action shall be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. §2.6.4.2 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. § 2.6.4.3 If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Architect shall specify appropriate performance and design criteria that such services must satisfy. Shop Drawings and other submittals AIA Document 11741TM —1997 Part 2. Copyright m 1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be 6 prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 12:00:44 on 12/08/2005 under Order No.1000204139_1 which expires on 10/26/2006, and is not for resale. User Notes: (1954106321) related to the Work designed or certified by the design professional retained by the Contractor shall bear such Professional's written approval when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design Professionals. § 2.6.5 CHANGES IN THE WORK §2.6.5.1 The Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. The Architect may authorize minor changes in the Work not involving an adjustment in Contract Sum or an extension of the Contract Time which are consistent with the intent of the Contract Documents. If necessary, the Architect shall prepare, reproduce and distribute Drawings and Specifications to describe Work to be added, deleted or modified, as provided in Section 2.8.2. § 2.6.5.2 The Architect shall review properly prepared, timely requests by the Owner or Contractor for changes in the Work, including adjustments to the Contract Sum or Contract Time. A properly prepared request for a change in the Work shall be accompanied by sufficient supporting data and information to permit the Architect to make a reasonable determination without extensive investigation or preparation of additional drawings or specifications. If the Architect determines that requested changes in the Work are not materially different from the requirements of the Contract Documents, the Architect may issue an order for a minor change in the Work or recommend to the Owner that the requested change be denied, § 2.6.5.3 If the Architect determines that implementation of the requested changes would result in a material change to the Contract that may cause an adjustment in the Contract Time or Contract Sum, the Architect shall mak recommendation to the Owner, who may authorize further investigation of such change. Upon so e a ch authorization, and based upon information furnished by the Contractor, if any the Architect shall estimate the additional cost and time that might result from such change, including any additional costs attributable to a Change in Services of the Architect. With the Owner's approval, the Architect shall incorporate those estimates into a Change Order or other appropriate documentation for the Owner's execution or negotiation with the Contractor. § 2.6.5.4 The Architect shall maintain records relative to changes in the Work. § 2.6.6 PROJECT COMPLETION § 2.6.6.1 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, shall receive from the Contractor and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. §2.6.6,2 The Architect's inspection shall be conducted with the Owner's Designated Representative to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected. §2.6.6.3 When the Work is found to be substantially complete, the Architect shall inform the Owner about the completion or correction of the Work. balance of the Contract Sum remaining to be paid the Contractor, including any amounts needed to pay for final § 2.6.6.4 The Architect shall receive from the Contractor and forward to the Owner: (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment and (2) affidavits, receipts, releases and waivers of liens or bonds indemnifying the Owner against liens. ARTICLE 2.7 FACILITY OPERATION SERVICES §2:7.1 The Architect shall meet with the Owner or the Owner's Designated Representative promptly after Substantial Completion to review the need for facility operation services. § 2.7.2 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Architect shall conduct a meeting with the Owner and the Owner's Designated Representative to review the facility operations and performance and to make appropriate recommendations to the Owner. AIA Document — 1997 Part 2. Copyright WA 1 1926, his 1 1953, 1 1961, 1963, 1966, 1967, 1970 , 1974, 1977, 1987 and 1997 by The American Institute to of of Architects All rights reserved. tl. WsA y RNING: This AIA" iD Document nt i s protectetl b U.S. Copyright law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any Prosecuted to the maximum extent possible under at 12:00:44 o n 12/08/2005 under Order y portion of it, may result in severe clv Ilan d criminal penalties, and will be User Notes; 9 the law. This document was produced by AIA so _t which expires on 10/26/2006, and is not for resale. User Notes; (1954106321) ARTICLE 2.8 SCHEDULE OF SERVICES § 2.8.1 Design and Contract Administration Services beyond the following limits shall be provided by the Architect as a Change in Services in accordance with Section 1.3.3: .1 up to two ( 2 ) reviews of each Shop Drawing, Product Data item, sample and similar submittal of the Contractor. .2 up to twenty -four ( 24 ) visits to the site by the Architect over the duration of the Project during construction. .3 up to four ( 4 ) inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents. .4 up to four ( 4 ) inspections for any portion of the Work to determine final completion. § 2.8.2 The following Design and Contract Administration Services shall be provided by the Architect as a Change in Services in accordance with Section 1.3.3: .1 review of a Contractor's submittal out of sequence from the submittal schedule agreed to by the Architect; .2 responses to the Contractor's requests for information where such information is available to the Contractor from a careful study and comparison of the Contract Documents, field conditions, other Owner- provided information, Contractor - prepared coordination drawings, or prior Project correspondence or documentation; .3 Change Orders and Construction Change Directives requiring evaluation of proposals, including the preparation or revision of Instruments of Service; .4 providing consultation concerning replacement of Work resulting from fire or other cause during construction; .5 evaluation of an extensive number of claims submitted by the Owner's consultants, the Contractor or others in connection with the Work; .6 evaluation of substitutions proposed by the Owner's consultants or contractors and making subsequent revisions to Instruments of Service resulting therefrom; •7 preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; or .8 Contract Administration Services provided 60 days after the date of Substantial Completion of the Work. AIA Document B141 m — 1997 Part 2. Copyright © 1917, 1926, 1946, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA a Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent Possible under the law. This Document was produced by AIA software at 12:00:44 on 12/08/2005 under Order No.1000204139_I which expires on 10/26/2006, and is not for resale. User Notes: (1954106321) § 2.8.3 The Architect shall furnish or provide the following services only if specifically designated: 3escription of Services. (Insert4ereriptiens of the services designated) Af e.a mos § i!�$ 41vTodifioatibns Lo Tlrlg Standard Forth of Architect's Services: Design and Contract Administration, if any, are 1 as ft3liolgS: q See Attachments A, B, C, D, E, F and G herein made a part of this Agreement. By it's execution, this Standard Form of Architect's Services: Design and Contract Administration and modifications hereto are incorporated into the Standard Form of Agreement Between the Owner and Architect, AIA Document B141-19,97, that was entered into by the parties as of the date: - January 20, 2006 OMER — — (Prmtedaameandtttie) ARCHITECT ARCHITECT IGN GROUP, INC, .K. R 4e s V, FAIA, President (Signature) (Printed name and title) 1 AngACan ardnss d wPYrl9rn 01917, IM. 1949, 1951, 1953, 1859, 1961, 1963, 1966, 196 Ur7Whorlrad Amhi n or is rib nerved. WARHNG: This AtA' tl o ,"t b Pmteclsd by U8 G reproduction or extent Possible of 986 AtA aecarrent, or arty Portion of a, mq men In severe NmI proeee to the hick expires sst nt Poasibb . der the fo . This document was Produced by AM software at user otaft- 98_7 which expires an 1a28t2686. erd is rot for resale. leer Nobs: 1874, 1977, 1987 act (1954106321) ATTACHMENT "A" Scope of Services Public Safety Facility City of Sanford, Florida ADG Project No.: 720 -04 General Descripti The project is generally described as an updated Spatial Needs Assessment and Potential site selection, Master Planning and Standard and Additional Architectural /Engineering Services for the proposed Public Safety Facility, consisting of a combined Police and Fire Station, as defined in the City of Sanford RFQ #03/04 -20. Updated i Spatal J ee d n - - -- -- Assessment: 2 .1 The Architect shall participate in an initial meeting, with departmental personnel and City staff, to review the proposed project and to establish project schedules for specific tasks. 2.2 The Architect shall conduct an analysis of the routine operations of the identified entities in order to fully understand their function, operations and the respective interaction, relationship, adjacency priorities and potential of joint use facilities. 2.3 An updated Spatial Needs Assessment shall then be conducted, providing documentation as to current and future needs; future need being defined as those anticipated for the years 2010 and 2015 and current need being defined as the year 2005. The process for obtaining this information shall consist of a two -part effort; a detailed questionnaire and on -site interviews with the staff of the various departments /entities, as noted above. The questionnaire shall relate to such information as 2.3.1 Historical, Current and Projections for Future Staffing Levels. 2.3.2 A Detailed Mission Statement. 2.3.3 An Organizational Chart. 2.3.4 An Assessment of Requested Spaces. 2.3.5 A Definition of Functional Inter - Relationships. 2.3.6 Documentation of Specialized Equipment. 2.3.7 Documentation as to relationship to other Departments. 2.4 The Architect, as part of this phase, shall consider and provide documentation to the extent possible, current and future staffing level ATTACHMENT "A" Scope of Services Public Safety Facility City of Sanford, Florida ADG Project No.: 720.04 Page 2 3. Projections and their spatial need impact upon future needs of facilities. 2.5 Based upon the recommendations facility size, the architect shall identify the land area needed for the building, associated parkin requirements, such as storm water retention, parking areas, landscape requirements and building setback requirements. g and related site 2.6 The Architect shall research and provide information relative to potential grant funding sources, noting entities which provide funds for projects of the type envisioned by the City. 2.7 The Architect, with the assistance of the City, shall identi fy potential sites and document sufficient evaluation criteria the City with the basis of making an infoormed judgment. tI E ch alive shall clearly reflect estimated costs of each, including values for land acquisition, construction, equipment, furnishings and similar criteria. 2 . 8 This phase shall result in a detailed report, wich reco mmendations relative to Potential solutions, and shall include a lternativ re commendations as to the size and associated potential costs of each such issued to the City for alternative. Ten (10) copies of this report shall be issu review and consideration. 2.9 The results and re commendations of Phase workshop meeting. I shall be presented to City Staff and subsequently to the City Commission at a public meeting and /or Master Plannin 3.1 Based upon the information obtained during the Spatial Needs Assessment, the Architect shall participate in a meeting(s) with representatives of the City, the Police Department and the Fire Department. The meeting shall be to obtain consensus as to the a ppropriate land utilization of the selected site and the proposed facility as determined by hesidentified personnel, the City Commission and Architect. 3.2 Based upon the accepted Development Alternative, the Architects shall prepare three (3) Master Plan alternatives of the site, illustrating: ATTACHMENT "A" Scope of Services Public Safety Facility City of Sanford, Florida ADG Project No.: 720 -04 Page 3 3.2.1 Proposed land utilization of the site. 3.2.2 Location and general configuration of "current need" facilities. 3.2.3 Areas of potential expansion for future needs. 3.2.4 Location of vehicle access and egress, both staff and public. 3.2.5 Pedestrian areas and site circulation. 3.2.6 Vehicle Parking Areas. 3.2.7 Area(s) designated for stormwater retention, if required. 3.3 The Architect after City selection of a Master Plan concept, shall prepare a final Master Planning Drawing illustrative of the adopted solution. 3.4 The proposed Master Plan Documents shall be submitted to the City and to the staff of the Planning Department. 4. Standard Architectural and Engineering Services: 4.1 The Architect shall provide services for the standard Architectural phases, as defined in the Owner /Architect Agreement, for the proposed facility or facilities. 4.2 The Architect and the Owner recognize that these services will vary in magnitude, scheduling and complexity, depending upon the specific facility or facilities to be developed. The professional fee for "Standard Services" is noted on Attachment "E ". 4.3 See also RFQ #03/04 -20 issued by the City of Sanford for a more complete definition of standard Architectural and Engineering Services to be provided. 4.4 The basis of the Agreement is related to "Option B: Year 2015 ", as reflected in Attachment "F ". 4.5 It is the understanding of all parties that the funding for construction of these facilities is contingent upon a successful voter referendum. This agreement authorizes architectural, engineering and additional services through the Construction Documents Phase which is defined in the basic owner architect agreement. As a point of explanation the phases are noted as follows: ATTACHMENT "A" Scope of Services Public Safety Facility City of Sanford, Florida ADG Project No.: 720 -04 Page 4 4.5.1 4.5.2 Schematic Design Phase .............15% Design Development Phase......... of Basic A/E Fee 4.5.3 Construction Documents Phase 20% 40% of Basic A/E Fee 4.5.4 ... Bidding /Negotiation Phase of Basic A/E Fee 4.5.5 .............5% Construction Observation Phase.-20% of Basic A/E Fee of Basic A/E Fee ATTACHMENT "B" Other Conditions or Services Public Safety Facility City of Sanford, Florida ADG Project No. 720 -05 1. Additional Services: The Owner reserves the right to authorize additional work on the part of the Architect, or consultants, through the Architect. Said work shall be related to facilities for the City including, but not limited to, feasibility studies, design of new facilities, additions or renovations to existing facilities, master planning and grant applications. 2. General: The Architect warrants that he has not employed or retained any company or person other than a bona fide employee working solely for the Architect to solicit or secure this Agreement and that he has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for the Architect, any fee or commission, upon or resulting from the award or making of this Agreement. 3 Liability: 3.1 The Owner agrees it will include in its agreement with the Contractor, or Contractors, the following sentence: "The Contractor agrees by entering in the Contract that (1) neither the Contractor nor its subrogee or surety, will bring any civil suit, action or other proceeding in law or equity against the Architect for, or on account of, any cause of action which the Contractor may have arising out of, or in any manner connected with, the work, and (2) the Architect will not bring any civil suit, action or other proceeding in law or equity against the Contractor, or the officer, directors, partners, agents, employees and servants of the Contractor for, or on account of, any cause of action which the Architect may have arising out of, or in any manner connected with, the work." 3.2 The Owner shall be liable only to the extent of its interest in the Project; and no officer, director, partner, agent or employee of the Owner (or any partner of a partner or any agent or employee of a partner shall be personally or individually liable with respect to this Contract or the Work. Each Subcontract shall include the foregoing limitation, which shall be effective if the Owner ever succeeds to the Contractor's rights and obligations under a Subcontract. 3.3 The Architect shall be liable only to the extent of its interest in the Project; and no officer, director, partner, agent or employee of the Architect (or any partner of a partner or any agent or employee of a partner) shall ever be personally or individually liable with respect to this Contract or the Work. Each Subcontract shall include the foregoing limitation. H_WDMM \ 720 \ContractAnacliment B 1116.5.doc ATTACHMENT "C" Additional Services Public Safety Facility City of Sanford, Florida ADG Project No.: 720 -04 1. Additional Services: The Architect, or his consultants, shall provide the following Additional Services: These services, their magnitude and related professional fees are based upon the City determination of the project scope and budget. 1.1 Interio_ r p____e 1.1.1 Interior design services related to the programming, conceptual design, bidding and supervision of installation of furnishings. The interior designer for this work is identified as Architectural Interiors, Inc. The Fee for this service is noted in Attachment "E ". 1.1.2 Services related tothe inventory ofexisting furnishings and equipment shall be provided billable on an hourly basis, utilizing the rate schedule identified in Attachment "D ", or at an agreed upon fixed fee amount. Said services are to be provided only when specifically requested by the Owner in writing. 1.2 Off -Site Civil Engineering: Upon acceptance of the Conceptual Site Plan, if off -site services engineering are required, a scope of work shall be established. Work typically identified as the Scope of Services for Civil Engineering is construction falling outside the property lines or within on -site easements or the relocation of existing utilities. The professional compensation of construction as agreed upon by the Owner, the Architect and Civil Engineer. The Professional Fee shall be established based upon a defined Scope of Services. 1.3 Landscape Architectural Services Landscape Architectural Services shall be provided by a registered Kentucky Landscape Architect, selected by the Architect, to provide the Scope of Services to be defined by the accepted Master Site Plan. The Professional Compensation Fees for these services are noted in Attachment "E ". 1.4 Site and Building Identification /Graphic Design Provide graphic design services associated with the design, bidding and construction observation of building identification, graphics and signage. The ATTACHMENT "C" Additional Services Public Safety Facility City of Sanford, Florida ADG Project No.: 720 -04 Page 2 Professional Fees for these services are noted in Attachment "E ". 1.5 Professional Liability Insurance The Architect shall maintain, during the term of this agreement, Professional Liability Insurance providing coverage forerrors and omissions in the amount Of $1,000,000. The Architect shall provide the Owner with a certificate showing such coverage and providing that the insurance will not lapse or be canceled except upon ten (10) days written notice to the Owner. As compensation for the cost of such insurance, the Owner will reimburse the Architect the surcharge value of twelve and four tenths percent (12.4 %) of the total (Attachment "E ") Architectural /Engineering Fee, excluding fees for the Spatial Needs Assessment and the Master Planning Phase. 1.6 Permitting Coordination Services The Architect shall provide permitting coordination services as follows: 1.6.1 Define all permits and /or review agency requirements and provide a graphic chronological assessment. 1.6.2 Prepare and /or coordinate the permitting applications and make the submittals in a timely manner and in accordance with the schedule to be submitted by the Architect upon execution of this agreement by the Owner. 1.6.3 Monitor the permitting process and provide written progress reports to the City. 1.6.4 The Professional Fee for permitting associated with site issues is as noted in Attachment "E ". 1.7 Sales Tax Exemption: The City may elect to institute a sales tax exemption procedure, the result of which will permit the sales tax exemption of the City to be utilized to Purchase equipment, materials, or similar elements to be incorporated into the facility. Coordination services, if provided by the Architect are established at a value of 17.5% of the gross savings or by a fixed fee to be ATTACHMENT "C" Additional Services Public Safety Facility City of Sanford, Florida ADG Project No.: 720 -04 Page 3 established. 1.8 Special Engineering: Special Structural Engineering services will be provided by the Architect/Engineer, when authorized by the Owner, if unusual soil or geographical conditions (generally described as excessive organic material, excessive clay in soil, sinkholes, caverns, loosely compacted soil or similar conditions) are found to exist. An additional fee in an amount shall be established, based upon the conditions discovered and the complexity of services necessary to correct said conditions. 1.9 Extended Construction Observation: The Architect, as noted in Article 2 of the basic agreement, shall provide construction observation services during the construction phase. As also noted in this agreement, these services constitute twenty percent (20 %) of the value of Standard Services. The Construction Documents will stipulate the period allowed the General Contractor for construction. The Architect shall be entitled to Additional Fees if the Contractor exceeds this stipulated period, said fees being a pro -rata monthly fee of the fee allocated for this Phase. These fees shall be documented in the contract specifications as the responsibility of the General Contractor and shall be payable to the Owner to reimburse the Owner for payments to the Architect. 1.10 Post Occupancy/Warranty Inspection Eleven months after occupancy of the building, the Architect and M /E /P Engineers shall conduct a warranty inspection of the building and shall document all systems and elements that are in need of corrective action on the part of the General Contractor. The Architect shall subsequently re- inspect the facility to establish that noted items have been satisfactorily resolved or if additional work is required on the part of the General Contractor. The Professional Services Fee is as noted in Attachment "E ". 1.11 Cost Estimating: The Architect shall retain the services of a Cost Estimating firm responsible for providing detailed cost estimates at the following intervals: ATTACHMENT "C" Additional Services Public Safety Facility City of Sanford, Florida ADG Project No.: 720 -04 Page 4 1. 13.1 Completion of 100% of Design Development Phase 1.13.2 75% completion level of the Construction Document Phase The professional fee is as noted in Attachment "E ". 1.12 Computer Cable system• The Architect shall meet with City staff and establish guide lines for a computer cable system for the facility and shall subsequently prepare a cable plan with appropriate functional spaces in the facility. The Professional fee is as noted in Attachment "E ". 1.13 Security Consultant• The Architect shall obtain the services of a qualified security consultant for services related to site and building security systems, including C.C.T.V., access /egress controls, and site security systems. The professional fee is as noted in Attachment "E ". 1.14 Communications Consultant: The Architect shall be responsible for all services related to the communication system(s) for this facility including, but not limited to, transfer of existing equipment, selection and bidding of new equipment, itemization of facility services required (such as electrical, mechanical equipment, etc.) and any other criteria relative to the communications systems of this facility. The professional fee is as noted in Attachment " 1.15 Site Surveying• The Architect shall obtain the services of a Florida Registered Land Surveyor, acceptable to the City, for a site boundary and topographic survey for the selected property. The professional fee is as noted in Attachment "E ". ATTACHMENT "C" Additional Services Public Safety Facility City of Sanford, Florida ADG Project No.: 720 -04 Page 5 1.16 Geotechnical Engineering• The Architect shall obtain the services of a Professional Geotechnical Engineering firm for purposes of sub - surface soils investigation, percolation testing, and foundation recommendations. The professional fee is as noted in Attachment "E ". 1.17 Grants Identification: The Architect shall include, in his report (Phase 1) information as to Potential grants available for a project of this type. It shall identify funding sources, availability of funds and methodology (when appropriate) as to obtaining grant funding. The professional fee is as noted in Attachment 1.18 Facilit�dei The Architect shall prepare a detailed, master plan model illustrative of the proposed facility in order to show its Architectural character, site utilization, relationship to adjacent facilities and related site improvements, such as parking areas, storm water retention areas, etc. The model shall be encased in a clear plexiglass case suitable for display purposes. ATTACHMENT "D" Hourly Rates Public Safety Facility City of Sanford, Florida ADG Project No. 720 -04 ARCHITECTS DESIGN GROUP, INC. ADDITIONAL SERVICES HOURLY RATES Effective 6/05 through 6/06 Per hour rates of the Architects, Interior Designers and other personnel are established as follows: Princi pals ............. ............................... ........................................... ............................... Studio Department Principals /Project Architects $152.00/hr. ............. ............................... Associates ............................ ... 138.00/11r. .......................................................... . ................................... Project Managers ......................... ............. 95.00/11r. ........................ ............................... Designers ... ............................... ............... 80.00/hr. Computer Draftsperson I .................. ........................... 75.00/hr. ................... ........................ ....... Computer Draftsperson II ... .............................:. 65.00/hr. Computer Supervisor ................................... 60.00/hr. ............................... Threshold Inspector ( Certified) ............................................................ ............................... Construction Administrators ..................................................... 750.00/hr. ............................... .........80.00/hr. Specification Writer ....................................................... ....... Senior Draftsperson .................................................... ................... ..... Draftsperson I .. ......................... ............................. ............. .. ............................................................................................... 65.00/hr. Draftsperson II .............. ................................................................................ ...................... Accounting Services ............................................................................ 45.00/hr. ............................... Staff ( Word Processor I) ...................................................................... 65.00/hr. ............................... Graphic Designer ................ ............................... 45.00/hr. Interior Design Principal ...................... .......................... ....... ............................... Interior Design Designer ...................................................................... 95.00/hr. ............................... Interior Design Specification Writer .................................................... 70.00/hr. ...................... Interior Design Draftsperson L ............................................................. 48.00 /hr. ................................. ....... 60.00/hr. H:\ADMIN \JOB \720 \ContractWtlachment D 1116.5.DOC ATTACHMENT "E" Professional Fee Allocation Public Safety Facility City of Sanford, Florida ADG Project No. 720 -04 Fee Allocation- The following is an allocation of Professional Fees for the proposed Public Safety Facility. 1 • Spatial Needs Assessment ...................... ............................... Established in P.O. 427950 2• Master (3 concept plans) 2.1 Principals Time: 28 hrs @ $ 152. 00/ hr ............................................. ..............................$ 4,256.00 2.2 Associates Time: 58 hrs @ $ 95. 00/ hr ............................................... ..............................$ 5,510.00 2.3 Computer Draftsperson I 84 hrs @ $ 65. 00/ hr .................:............................. ..............................$ 5,460.00 2.4 Graphic Designer: 30 hrs @ $ 65. 00/ hr ............................................... ..............................$ 1,950.00 2.5 Civil Engineering: 24 hrs @ $ 150. 00/ hr ............................................. ..............................$ 3,600.00 2.6 Staff (Word Processor I): 64 hrs @ $ 45. 00/ hr ............................................... ..............................$ 2,880.00 2.7 Landscape Architect: 20 hrs @ $1 30. 00/ hr ............................................. ..............................$ 2,600.00 2.8 Reimbursable Expenses ..... ............................... 2.9 Presentation to City Commission. ......................... .............................$ 1,800.00 2.10 Subtotal ............................................................... ..............................$ 31,926.000 3• Standard Architectural and En ineerin Services: The Professional Fees for this phase will be determined after City approval of the project size, location and estimated development value, utilizing a fee basis of 8.25% of the project construction value. 4, Additional Services: The additional services are defined in Attachment "C" of the agreement and shall be documented as to the value based upon the project size, location and development value, as noted in Attachment "F". 4.1 Interior Design Services: $308,220.00 @ 9. 6% ............................................ ..............................$ 4.2 Off -Site Engineering 29,589.00 ........... ............................... 4 .3 Landscape Architectural Services ........................ ..............................$ 4.4 Site and Building Identification 28,460.00 ........................... ..............................$ 4,300.00 * ' City Purchase Order, in the Amount of $15,820.00 has been previously approved and not utilized to date. H: \ADMINVOB \720 \ContractWttachment E 0207.6 Final.doc ATTACHMENT "E" Professional Fee Allocation Public Safety Facility City of Sanford, Florida ADG Project No. 720 -04 Page 2 4.5 Professional Liability Insurance $1,044,197.00 @ 12. 4% ....................................... ..............................$ 129,480.00 4.6 Permitting and Coordination 4.7 Services................................................................ Sales Tax Exemption .......................................... ..............................$ ............................... 28,800.00 T.B.D. * 4.8 Special Engineering ............................................ ............................... T.B.D. * 4.9 Extended Construction Observation ................... ............................... T.B.D. *2 4.10 Post Occupancy /Warranty Inspection ............................................................. ..............................$ 8,650.00 4.11 Cost Estimating .................................................... ..............................$ 6,800.00 4.12 Computer Cable System $296,127.00 @ 12% ............................................. ..............................$ 35,535.00 4.13 Security System $320,000.00 @ 10. 8% .......................................... ..............................$ 34,560.00 4.14 Communications Consultant ................................ ..............................$ 6,800.00 * 4.15 Site Survey .......................................................... ............................... T.B.D. * 4.16 Geotechnical Engineering ................................... ............................... T.B.D. * 4.17 Grants Identification ........................................... ............................... T.B.D. * 4.18 Facility Model ...................................................... ..............................$ 22,840.00 4.19 Site Civil Engineering $460,000.00 @ 14. 8% .......................................... ..............................$ 68.080 00 4.20 Subtotal ............................................................... ..............................$ 403,894.00 5. Summary: Total Professional Fee Allocation: 5.1 Space Needs Assessment ............................ .....................Previously Accomplished 5.2 Master Planning ................................................. ..............................$ 31,926.00 5.3 Standard Architectural /Engineering Services: $12,656,930.00 @ 8. 25% ..................................... ..............................$ 1,044,197.00 5.4 Additional Services: ........................................................................... $ 403,894.00 5.5 Reimbursable Expenses ....................................... ..............................$ 45.000.00 5.6 Total/Professional Fees and Project Expenses 1,525,017.00 ..............................$ *2 T.B.D. = To be Determined, if required. *' Initial planning to provide capability for future communications division. H: \ADMINUOB \720 \Contract\Attachment E 0207.6 Final.doc ATTACHMENT "F" ADDITIONAL TERMS AND CONDITIONS (a). The term "Architect" as used in this Agreement is hereby defined herein as that person or entity, including employees, servants, partners, principals, agents and assignees providing services . (b). Each party hereto represents to the other that it has undertaken all necessary actions to execute this Agreement, and that it has the legal authority to enter into this Agreement and to undertake all obligations imposed on it. (c). Time is of the essence of the lawful performance of the duties and obligations contained in this Agreement. (d)• When the term "law" is used herein, said phrase shall include statutes, codes, rule and regulations of whatsoever type or nature enacted or adopted by a governmental entity of competent jurisdiction. (e). It is agreed that nothing herein contained is intended or should be construed as in any manner creating or establishing a relationship of co- partners between the parties. (f). Persons employed by the Architect in the provision and performance of the goods and /or services and functions pursuant to this Agreement shall hav pension, workers' e no claim to compensation, unemployment compensation, civil service or other employee rights or privileges granted to the Owner's officers and employees either by operation of law or by the Owner. (g). The Architect shall be responsible for the professional quality, accepted standards, technical accuracy and the coordination of all goods and /or services furnished by the Architect under this Agreement as well as the conduct of its staff, personnel, employees and agents. The Architect shall work closely with the Owner on all aspects of the provision of the goods and /or services. With respect to services, the Architect shall be responsible for the professional quality, technical accuracy, competence, methodology, accuracy and the coordination of all of the following which are listed for illustration purposes and not as a limitation: documents, analysis, reports, data, plans, plats, maps, surveys, specifications, and any and all other services of whatever type or nature furnished by the Architect under this Agreement. (h). Neither the Owner's review, approval or acceptance of, nor payment for, any of the goods and /or services required shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. (i). The rights and remedies of the Owner, provided for under this Agreement, are in addition to any other rights and remedies provided by law. G)• The Florida Prompt Payment Act shall apply to this Agreement. (k). The Owner may terminate this Agreement or any Purchase/Work Order for convenience at any time or this Agreement or any Purchase/Work Order for any one (1) or more of the reasons as follows: M. If, in the Owner's opinion, adequate progress is not being made by the Architect due to the Architect's failure to perform; or (2). If, in the Owner's opinion, the quality of services provided by the Architect is not in conformance with commonly accepted professional standards, standards or the requirements of Federal and /or State regulatory agencies, and the Architect has not corrected such deficiencies in a timely manner as reasonably determined by the Owner; or ( The Architect or any employee or agent of the Architect is indicted or has a direct charge issued against him for any crime arising out of or in conjunction with any work that has been performed by the Architect; or ( The Architect becomes involved in either voluntary or involuntary bankruptcy proceedings, or makes an assignment for the benefit of creditors; or any provision of State or local law or any provision of the CIT ( The Architect violates the Standards of Conduct provisions herein or Y Code of Conduct. (I). Notwithstanding any other provision of this Agreement, the Ownershall have the right at any time to terminate this Agreement in its entirely without cause, or terminate this Agreement without cause, if such termination is deemed by the Owner. (m). In the event this Agreement is terminated or canceled prior to final completion without cause, payment for the unpaid portion of the services provided by the Architect to the date of termination and any additional services shall be paid to the Architect. (n). Upon receipt of notice of termination, given by either party, the terminated party shall promptly discontinue the provision of all goods and /or services, unless the notice provides otherwise. (o)• The Architect agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, national origin or disability and will take affirmative steps to insure that applicants are employed and employees are treated during employment without regard to race, color religion, sex, age, , but not b national origin or disability. This provision shall include , limited to, the following: employment, upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of pay or their forms or compensation; and selection for training, including apprenticeship. The Architect, moreover, shall comply with all the requirements as imposed by the Americans with Disability Act, the regulations of the Federal government issued thereunder, and any and all requirements of Federal or State law related thereto. (p). To the fullest extent permitted by law, the Architect shall indemnify, hold harmless and defend the Owner, its agents, servants, officers, officials and employees, or any of them, from and against any and all claims, damages, losses, and expenses including, but not limited to, attorneys fees and other legal costs such as those for paralegal, investigative, and legal support services, and the actual costs incurred forexperl witness testimony, arising out of or resulting from the performance or provision of services required under this Agreement, provided that same is caused in whole or part by the error, omission, negligent act, failure to act, malfeasance, misfeasance, conduct, or misconduct of the Architect, its agents, servants, officers, officials, employees, or subcontractors. (q). In accordance with Section 725.06, Florida Statutes, adequate consideration has been provided to the Architect for the indemnification herein provided, the receipt and sufficiency of which is hereby specifically acknowledged. Nothing immunities of the Owner as set forth bn Section e 768.28, Florida Sta utes. privileges, and (s). In claims against any person or entity indemnified under this Section by an employee of the Architect or its agents or subcontractors, 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 Architect or its agents or subcontractors, under Workers Compensation acts, disability benefits acts, or other employee benefit acts. (t). The execution of this Agreement by the Architect shall obligate the Architect to comply with the indemnification provision in this Agreement; provided, however, that the Architect must also comply with the provisions of this Agreement relating to insurance coverages. (u). The Architect shall obtain or possess and continuously maintain the following insurance coverage, from a company or companies, with a Best Rating of A- or better, authorized to do business in the State of Florida and in a form acceptable to the Owner and with only such terms and conditions as may be acceptable to the Owner: M. Workers Compensation /Employer Liability The Architect shall provide Worker Compensation insurance for all of their employees. The limits will be the statutory limits for Worker Compensation insurance and $1,000,000 Combined Single Limit (CSL) for Employer Liability. (2) Comprehensive Automobile Liabili The Architect shall provide coverage, including owned and non - owned. The limits will not be less than $1,000,000 CSL or its equivalent. (3). Comprehensive General Liability The Architect shall provide coverage for all operations including, but not limited to, contractual, products and complete operations and personal injury. The limits will not be less than $1,000,000 CSL or its equivalent. (4). Professional Liability Insurance The Architect shall provide professional liability insurance coverage in the limits not less than $5,000.00 CSL. (v). All insurance other than Workers Compensation and Professional Liability that must be maintained by the Architect shall specifically include the Owner as an additional insured. (w). The Architect shall provide Certificates of Insurance to the Owner evidencing that all such insurance is in effect prior to the commencement of work. W. Nothing in this Agreement or any action relating to this Agreement shall be construed as the Owner waiver of sovereign immunity beyond the limits set fort Section 768.28, Florida Statutes. h in (Y)• All insurance shall be primary to, and not contribute with, any insurance or self- insurance maintained by the Owner. W. The Architect shall certify, upon request by the Owner, that the Architect maintains a drug free workplace policy in accordance with Section 287.0878, Florida Statutes. Failure to submit this certification may result in termination. (aa). If the Architect or an affiliate is placed on the convicted vendor list following a conviction for a public entity crime, such action may result in termination by the Owner. The Architect shall provide a certification of compliance regarding the public crime requirements set forth in State law upon request by the Owner. (bb). The Owner reserves the right to unilaterally terminate this Agreement if the Architect refuses to allow public access to all documents, papers, letters, or other materials subject to provisions of Chapter 119, Florida Statutes, and other applicable law, and made or received by the Architect in conjunction, in any way, with this Agreement. (cc). The Architect shall advise the Owner in writing of it who has been placed on a discriminatory vendor list, may not submit a bid on a contract to provide goods or services to a public entity, or may not transact business with any public entity. (dd). The Architect shall not engage in any action that would create a conflict of interest in the performance of that actions of any Owner employee or other person during - the course of performance of, or otherwise related to, this Agreement or which would violate or cause others to violate the provisions of Part III, Chapter 112, Florida Statutes, relating to ethics in government. (ee). The Architect shall maintain accounts and other evidence directly related to books, ots provision or performance of services under this Agreement. All time records and cost data shall be maintained in accordance with generally accepted accounting principles. (ff). The Architect shall maintain and allow access to the records required under this Section for a minimum period of five (5) years after the completion of the provision or performance goods and /or services under this Agreement and date of final payment for said goods and /or services, or date of termination of this Agreement. (gg). In addition to the above, if Federal, State, County, or other entity funds are used for any goods and /or services under this Agreement, the Comptroller General of the United States or the Chief Financial Officer of the State of Florida, or the County of Seminole, or any representatives, shall have access to any books, documents, papers, and records of the Architect which are directly pertinent to goods and /or services provided or performed under this Agreement for purposes of making audit, examination, excerpts, and transcriptions. (hh). Neither party shall be considered in default in performance of its obligations hereunder to the extent that performance of such obligations, or any of them, is delayed or prevented by Force Majeure. Force Majeure shall include, but not be limited to, hostility, terrorism, revolution, civil commotion, strike, epidemic, fire, flood, wind, earthquake, explosion, any law, proclamation, regulation, or ordinance or other act of government, or any act of God or any cause whether of the same or different nature, existing or future; provided that the cause whether or not enumerated in this Section is beyond the control and without the fault or negligence of the party seeking relief under this Section. (ii). The failure of the Owner to insist in any instance upon the strict performance of any provision of this Agreement, or to exercise any right or privilege granted to the Owner hereunder shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force. Gl)• In no event shall any obligation of the Owner under this Agreement be or constitute a general obligation or indebtedness of the Owner, a pledge of the ad valorem taxing power of the Owner or a general obligation or indebtedness of the Owner within the meaning of the Constitution of the State of Florida or any other applicable laws, but shall be payable solely from legally available revenues and funds. The Architect shall have the right to compel the exercise of the ad valorem taxing power of the Owner. ATTACHMENT "G" Project Budget: Option B: Year 2015 (Revised) Public Safety Facility City of Sanford, Florida ADG Project No.: 720 -04 1.2 Option B: Year 2015 1.2.1 Police Department: 44,127 SF @ $ 190. 00/ SF .................... ..............................$ 8,384,130.00 1.2.2 Fire Administration: 7,240 SF @ $ 160. 00/ SF ...................... ..............................$ 1,158,400.00 1.2.3 Fire Station: 18,320 SF @ $ 170. 00/ SF ................... ............................... $ 3,114,400 00 1 .2.4 Subtotal .............................................. ..............................$ 12,656,930.00 Additional Project Development C osts: Reimbursable Expenses (Allowance) ............................... $ _ 45,000 00 1.2.5 Site Development: Based upon 4.0 acres of development @ $1 15,000 /acre ................................ ............................... $ 460,000.00 1.2.6 Furnishings and Equipment Allowance (Based upon reuse of approximate 40% of existing furnishings ............... ............................... $ 308,220.00 1.2.7 Security Systems Allowance Interior and Exterior Systems ............ ............................... $ 320,000.00 1.2.8 Computer Cabling Systems $4.25/SF @ 69,677 SF ....................... ............................... $ 296,127.00 1.2.9 Site Survey Costs (estimated) ............ ............................... $ 8,800.00 1.2.10 Site Soils Investigation (estimated) ... ............................... $ 9,200.00 1.2.11 Architectural /Engineering Fees (Basic Fees) $12,656,930.00 @ 8. 25% ................... ............................... $ 1,044,197.00 1.2.12 Architectural /Engineering Fees (Master Planning) .......... $ 31,926.00 1.2.13 Additional Services ............................. ..............................$ 413,894.00 1.2.14 Reimbursable Expenses (Allowance) ............................... $ _ 45,000 00 1 .2,15 Subtotal .............................................. ..............................$ 2,927,364.00 1.2.16 Construction Escalation Factor $14,041,277.00 @ 180/ ...................... ............................... $ 2.527 430 00 1.2.17 Total Developmental Value .............. ..............................$ 18,111,724.00 H: \ADMINUOB \ \Contract\Attachment G 0207.6 Final.doc