02/18/2009 Contract
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
February 24,2009
TO:
Jerry Barnett,
Director of Facilities Devel~p~~
Isabel C. DeSantis, D. C. i!P'-
FROM:
At the February 18, 2009, Board of County Commissioner's meeting the Board granted
approval and authorized execution of Contract for Professional Services, as revised, with
Architects Design Group, Inc. (AD G) for the design, contract documents, and project
administration of the Monroe County Emergency Operations Center in Marathon.
Enclosed is a copy of the above-mentioned for your handling. Should you have any
questions please do not hesitate to contact this office.
cc: County Attorney
Finance
File ./
CONTRACT FOR
PROFESSIONAL SERVICES
BETWEEN OWNER AND ARCHITECT/ENGINEER
THIS CONTRACT FOR PROFESSIONAL SERVICES BETWEEN OWNER AND
ARCHITECT/ENGINEER (the "Agreement") is made and entered into by MONROE
COUNTY, BOARD OF COUNTY COMMISSIONERS (the "Owner" or "County"),
whose address is 1100 Simonton Street, Key West, Florida 33040 and ARCHITECTS
DESIGN GROUP, INC. (the "Architect/Engineer") whose address is 333 North Knowles
Avenue, Winter Park, Florida 32789. This contract is executed under seal and shall be
effective on the date executed by the last party to execute it.
CONTRACT DOCUMENTS. The contract documents consist of the Contract for
Professional Services Between Owner and Architect/Engineer, Request for Qualifications
submitted by the Architect/Engineer and addenda, and any exhibits issued prior to
execution of the contract, other documents listed in the Agreement and modifications
issued after execution of the Contract.
The professional services required by this Contract are to be rendered for the
MONROE COUNTY EMERGENCY OPERATIONS CENTER, identified as the
Project, described as follows:
These services shall include, but not be limited to: Preparation and completion of the
design program for space requirements and relationships, schematic design, design
development, preparation of contract documents for bids for contractors, preparation and
advertisement for Request for Bids, tabulation and review of bids, recommendation of
contract awards, cost estimating during design and document preparation, administration
of contract documents, consultation and on-site inspections during construction, review
and recommend approval of contractor invoices, preparation and submittal of permit
applications, zoning applications, public presentations and presentations to the County
Commission.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements stated herein, and for other good and valuable consideration, the sufficiency
of which hereby acknowledged, the Owner and the Architect/Engineer agree:
:l: N -r'l.
0 g
0 ).> ...,;, r-
%t? ..., fT1
;:0 r-~ m 0
;;2 fTl-< ."
.' .;1j N
l):;.'It':: 0
~ ~
Cn:::c
c;-- ." ::0
z?'~ 2 fTl
.......n:J: ("')
;<~> - 0
..
." C) ell ::0
r r1'1 w 0
FORM OF AGREEMENT
ARTICLE 1
1.1 REPRESENTATIONS AND WARRANTIES
By executing this Contract, the Architect/Engineer makes the following express
representations and warranties to the Owner:
1.1.1 The Architect/Engineer is a professional qualified to act as the Architect/Engineer
for the Project and is licensed to practice Architecture/Engineering by all public entities
having jurisdiction over the Architect/Engineer and the Project;
1.1.2 The Architect/Engineer shall maintain all necessary licenses, permits or other
authorizations necessary to act as Architect/Engineer for the Project until the
Architect/Engineer's duties thereunder have been fully satisfied;
1.1.3 The Architect/Engineer has become familiar with the Project site and the local
conditions under which the Project is to be designed, constructed, and operated;
1.1.4 The Architect/Engineer shall prepare all documents required by this Contract
including, but not limited to, all contract plans and specifications, in such a manner that
they shall be in conformity and comply with all applicable law, codes and regulations.
The Architect shall design the Project in accordance with all applicable requirements
imposed by governmental authorities having jurisdiction over the Project. The
Architect/Engineer warrants that the documents prepared as a part of this Contract will be
adequate and sufficient to accomplish the purposes of the Project, therefore, eliminating
any additional construction cost due to missing or incorrect design elements in the
contract documents;
1.1.5 The Architect/Engineer assumes full responsibility to the extent allowed by law
with regards to his performance and those directly under his employ as
Architect/Engineer of Record.
1.1.6 The Architect/Engineer's services shall be performed as expeditiously as is
consistent with professional skill and care and the orderly progress of the Work. The
Architect/Engineer shall submit, for the Owner's and Monroe County's Facilities
Development Department's approval, a schedule for the performance of the
Architect/Engineer's services which may be reasonably adjusted as the Project proceeds if
approved by the Owner, and shall include allowances for periods of time required for the
Owner's and Monroe County's Facilities Development Department's review, and for
approval of submission by authorities having jurisdiction over the Project. Time limits
established by this schedule and approved by the Owner shall not be exceeded by the
Architect/Engineer except for delay caused by events not within the control of the
Architect/Engineer or foreseeable by him.
2
ARTICLE II
ARCHITECT RESPONSIBILITIES FOR BASIC SERVICES
2.1 DEFINITION
2.1.1 Architect/Engineer's Basic Services consist of those described in Paragraphs 2.1
through 2.8.25, and other services identified as part of Basic Services, and include normal
structural, mechanical, and electrical engineering services.
2.1.2 The Design for Construction shall include, but shall not necessarily be limited to,
plans and specifications, which describe all systems, elements, details, components,
materials, equipment, and other information necessary for construction. The Design for
Construction shall be accurate, coordinated and in all respects adequate for construction
and shall be in conformity, and comply, with all applicable law, codes, permits, and
regulations. Products, equipment and materials specified for use shall be readily
available unless written authorization to the contrary is given by the Owner. The
Architect/Engineer shall be responsible for designing the Project in accordance with the
analyses and recommendations of the geotechnical information furnished per Article 4.4.
2.2 SCHEMATIC DESIGN PHASE
2.2.1 The Architect/Engineer shall review the State-Funded SubGrant Agreement,
Contract No. 08-EC-30-11-54-01-039, scope of work, schedule and construction budget
furnished by the Owner to ascertain the requirements of the Project and shall arrive at a
mutual understanding of such requirements with the Owner.
2.2.2 The Architect/Engineer shall review with the Owner and Monroe County's
Facilities Development Department proposed site use and improvements, required
permits, zoning, selection of materials, building systems and equipment; and method of
Project delivery.
2.2.3 The Architect/Engineer shall review with the Owner and Monroe County's
Facilities Development Department alternative approaches to design and construction of
the Project.
2.2.4 Based on the mutually agreed-upon program, schedule and construction budget
requirements, the Architect/Engineer shall prepare, for approval by the Owner, Schematic
Design Documents consisting of drawings and other documents illustrating the scale and
relationship of Project components.
2.2.5 At levels of completion of25%, 50% and 75% of the Schematic Design Phase,
the Architect/Engineer shall provide schematic design studies for the Owner's review and
the Monroe County's Facilities Development Department's information.
2.2.6 The Architect/Engineer shall promptly request written authorization (via a
proposal) to purchase such services as soil borings, surveys, or other information.
2.2.7 Design submittals will be presented by the Architect/Engineer, and discussed at a
review meeting. The Project Director for the Architect/Engineer and the Owner will
arrange a review meeting, as necessary. A copy of all required materials should be sent
to all participants by, the Architect/Engineer, prior to the meeting. At the meeting,
3
Architect/Engineer will explain the design and the influences that led to the proposed
solution. The Architect/Engineer will show that the design meets all of the requirements
of the program with particular emphasis on space allocation, function, site adaptation,
codes, and local zoning requirements. The Architect/Engineer shall make minutes of the
meeting and distribute to all attendees.
2.2.8 The Architect/Engineer shall present schematic design documents that include
fundamental design decisions such as: functional organization; building and site
circulation; massing; scale; conceptual appearance; neighborhood context; basic exterior
and interior finish material and product concepts; conceptual structural, mechanical, and
electrical systems; and circulation/conveying systems.
2.2.9 Upon completion of the Schematic Design Phase, the Architect/Engineer shall
provide drawings, outline specifications, estimate of anticipated cost in accordance with
the schematic designs, and other documents for the Owner's approval and the Monroe
County's Facilities Development Department's information.
2.2.10 The Schematic Design must be approved in writing, by the Owner prior to
Architect/Engineer continuing to the Design Development Phase.
2.3 SCHEMATIC DESIGN PHASE REQUIREMENTS
2.3.1 The Schematic Design Phase services shall respond to program requirements and
consist of preparation of: conceptual site and building plans, preliminary sections and
elevations, development of approximate dimensions, areas and volumes, concept sketches
as required to explain the design intent to the owner. Perspective models, if required by
the Owner, will be billed as an additional service and billed as a reimbursable after the
Owner's written approval.
The Architect/Engineer shall perform the following design phase tasks:
a. Structural Design/Documentation services during the Schematic Design
Phase consisting of recommendations regarding basic structural materials
and systems, analyses, and development of conceptual design solutions
for: a predetermined structural system and alternate structural systems.
b. Mechanical Design/Documentation services during the Schematic Design
Phase consisting of consideration of alternate materials, systems and
equipment, and development of conceptual design solutions for: energy
source( s), energy conservation, heating and ventilating, air conditioning,
plumbing, fire protection, special mechanical systems, process systems,
and general space requirements.
c. Electrical Design/Documentation services during the Schematic Design
Phase consisting of consideration of alternate systems, recommendations
regarding basic electrical materials, systems and equipment, analyses, and
development of conceptual design solutions for: power service and
distribution, lighting, telephones, fire detection and alarms, security
systems, electronic communications, special electrical systems, and
general space requirements.
4
d. Civil DesignIDocumentation services during the Schematic Design Phase
consisting of consideration of alternate materials and systems and
development of conceptual design solutions for: on-site utility systems,
off-site utilities work, fire protection systems, drainage systems, sewage
treatment, and paving.
2.4 DESIGN DEVELOPMENTIDOCUMENT PHASE
2.4.1 The Architect shall provide Design Development Documents based on the
approved Schematic Design Documents set out in Section 2.3 and any adjustments
authorized by the Owner and an updated budget for cost of the Work. The Design
Development Documents shall illustrate and describe the refinement of the design 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, including structural, mechanical and electrical
systems, materials and such other elements as agreed upon between the Owner and
Architect and establish their quality levels.
2.4.2 At intervals mutually agreeable to the Owner, Facilities Development Department
and Architect/Engineer, the Architect/Engineer shall provide drawings and other
documents which depict the current status of design development for the Owner's review
and the Monroe County's Facilities Development Department's information. The
Architect/Engineer shall provide a written estimate of anticipated cost in accordance with
the design development phase.
2.4.3 Upon completion of the Design Development Phase, the Architect/Engineer shall
provide drawings, outline specifications and other documents for the Owner's approval
and the Monroe County's Facilities Development Department's information. The
Architect/Engineer shall provide a written estimate of anticipated costs in accordance
with the design development phase.
2.4.4 The Design Development Documents must be approved in writing, by the Owner
prior to Architect/Engineer continuing to the Construction Documents Phase.
2.5 DESIGN DEVELOPMENT PHASE REQUIREMENTS
To satisfactorily perform the design development phase requirement, the
Architect/Engineer must complete the tasks set forth in Sections 2.5.1 - 2.5.14.
2.5.1 Floor Plans - This consists of general plans, overall coordinating plans, and plan
enlargements for important and special areas. Data required:
a. Building perimeter (footprint) and exterior wall type, thickness and
composition fixed
b. Structural grid or system
c. Major mechanical/electrical systems determined and their
requirements reflected and indicated on plans
d. Indicate buildings core - elevators, stairs, etc.
e. All internal partitions of appropriate thickness indicated
f. Floor, slab, and level elevations
g. Typical door types
5
h. Typical partition types
i. Built-in furniture items - special furniture and equipment (early
clarification of what is "NIC" and "by owner")
j. Larger scale (e.g., ~"). Key areas, lobby, entries, public plaza, major
corridors, special spaces, etc. Required: All surfaces (floor, wall, and
ceiling treatments), furniture indication, and layout.
k. Evacuation routes identified (to include locating necessary posting of
evacuation route plans).
2.5.2 General Elevations
a. Total full-height facades including roof structures
b. All fenestration
c. Overall vertical building and floor heights
d. Indicate cross-reference points with sections
e. Indicate setbacks, building profiles, expansion joints, etc.
f. Indicate treatment of visible mechanical equipment
g. System impact (precast concrete, stone, panel systems, metal/glass curtain
wall, etc.) properly selected by adequate technical investigation.
2.5.3 Sections
Overall Sections - Overall building longitudinal and transverse "building
explanation" type. Detail Wall Sections - Largest scale (e.g., %"). Dominate full-
height sections conveying basic building configuration, to indicate:
a. Foundation and perimeter treatment
b. Typical wall construction
c. Back-up structure, abutting floor systems
d. Window location and insulation methods
e. Flashing, masonry coursings
f. Mechanical penetrations impact (furring, etc.)
g. Parapet design
2.5.4 Details - Large scale (1-1/2", 3 ") as required. Indicate key conditions.
a. Window types: divisions, pattern, mullion profiles, vent detail, glazing
type, jamb/head, plan section
b. Hollow metal (typical only; keyed to plans and schedules)
c. Frame types (typical only; for compatibility and profile)
d. Stair types - egress, public, exterior (including railing design) Metal and
glass walls, borrowed lights, etc.; for division, profile, and glazing
f. Interior partition types (typical only; keyed to plans and schedules)
g. Built-in furniture items, receptions, desks, work tops, counters, cabinet
types, display cases, recesses, wardrobes, millwork, etc.
2.5.5 Interior Elevations - Typical and special spaces, interfaced with, and cross-
referenced to, floor and reflected ceiling plans. Indicate:
6
a. Breaks
b. Level changes
c. Pertinent vertical dimensions.
2.5.6 Reflected Ceiling Plans - Typical and special space. Integrated plans reflecting
structural, mechanical, and electrical impacts. Plans to indicate:
a. Lighting layouts
b. Soffits, coves, furrings
c. Skylight locations
d. Ceiling materials
e. Acoustic treatments
f. Heating and ventilating register, diffuser locations
g. Sprinklers
h. Access panels
2.5.7 Schedules - Schedules to be non-repetitive and comprehensive, with specific
keying to floor plans and elevations.
a. Interior finishes
b. Doors and frames
c. Preliminary hardware
d. Windows/glazing
2.5.8 Specifications - Comprehensive, abbreviated methods, materials and systems
descriptions in tune with drawings. Use CSI format with applicable section
numbers. Include all consultant portions as well as those special supplementary
conditions specific to the project.
2.5.9 Preliminary Estimate of Construction Cost - Adjustment of the preliminary
estimate of construction cost prepared at the end of schematic design.
2.5.10 Structural Design Development Set
a. Floor plans at the same scale as the architectural/engineering drawings
b. Typical floor framing plans, including sizing of beam drops, slab
openings, thicknesses, and depressions
c. Framing indication and governing sizing at: roof structures, penthouse,
bulkheads, other
d. Non-typical framing scheme where required: lobby, floors at grade, and
other
e. All column points established
f. Final column schedule
g. Preliminary details and sections to adequately indicate structural system
h. Preliminary details of major unique conditions that impact on scheme (as
determined by the Architect/Engineer)
i. Details indicating accommodation with mechanicaVelectrical at areas of
major interface
J. Design development specifications
7
k. Any necessary recommended adjustments to the preliminary estimate of
construction cost.
2.5.11 MechanicallElectrical Design Development Set
a. Typical floor plans. Systems representation in diagrammatic (non-
detailed) style, major items of equipment indicated their space
requirements and interface requirements with other systems. Indicate:
major shafts (sizes), chases, mechanical rooms and electric closets, and
convector/fan coil locations, etc.
b. Required punctures: wall, slab, and beam
c. Terminal plans (lobby, cellar, roof) with items of heavy equipment shown
in diagrammatic style, with their space requirements indicated: (1)
Boiler/heater spaces (include clear height requirements), (2) Transformer
vaults (approved obtained from local utility company), (3) Switchgear,
emergency generator, water storage tanks, fire pumps, etc., (4) Roof
cooling towers, major air-conditioning and air-handling equipment,
packaged units, etc.
d. Locations of major roof-air handling equipment: cooling towers, exhaust
fans, etc.
e. Preliminary details of major and unique conditions that impact on scheme
(as determined by the Architect/Engineer)
f. Data to be developed in conjunction and in coordination with the project
team:
1. Integrated diagrammatic lighting plans indicating all overhead
mechanical and electrical equipment for typical floor and special
spaces
2. Cuts and explanatory information for interior visual items such as:
louvers, registers, heating/cooling units, and cabinets.
3. Exterior louver requirements and proposed locations.
2.5.12 Site Design Development Set
a. Building location plan--building tied down dimensionally with pertinent
adjacencies, street lines and grades, property lines, required setbacks,
easements, rights of way, manholes, sewers, hydrants, light standards, etc.,
interfaced with survey.
b. Main entry level datum elevation with key exterior grades at building
perimeter.
c. Site development grading and landscaping plans
d. Overall preliminary site grading and defined design of external elements,
properly coordinated and interfaced with mechanicaVelectrical for utility
entry points
e. Indicate areaways, vaults, access to sub-grade spaces
f. Preliminary site and exterior building lighting scheme with identification
of fixture types
g. Parking area defined with preliminary plotting
h. Indication of paths, stairs, ramps, berms, terraces, etc.
i. Plant materials (indication and preliminary schedule)
8
J. Design development details: railings, stairs, ramps, paving types and
patterns, kiosks, benches, light standards, others
k. Design development specifications
I. Any necessary adjustments to the preliminary estate of construction cost.
2.5.13 Other Consultants' Design Development Sets
As needed to complete the project.
2.5.14 Limitations - The above list of drawings represents, in general, the requirements
of the Project.
2.6 CONSTRUCTION DOCUMENTS PHASE
2.6.1 The Architect shall provide Construction Documents based on the approved
Design Development Documents and any further adjustments authorized by the Owner in
the scope or quality of the Project or in the construction budget, the Architect/Engineer
shall prepare, for approval by the Owner and Monroe County's Facilities Development
Department, Construction Documents consisting of Drawings and Specifications which
shall set forth in detail the requirements for the construction of the project.
2.6.2 Upon completion of the Construction Documents Phase, the Architect/Engineer
shall provide Construction Documents for the Owner's and Monroe County's Facilities
Development Department's approval. Once approved the Architect/Engineer shall
provide the Owner with seven (7) complete signed and sealed sets of construction
drawings and four (4) hard copies of the technical specifications and one copy of the
drawings and the technical specifications saved electronically in Adobe Acrobat file
(.PDF) format. Any and all files used to create the technical specifications need to be
submitted saved as an Adobe Acrobat file (.PDF) format, including but not limited to;
technical sections, reports such as, asbestos, geotechnical, soils, paint, and photographs.
The Architect/Engineer shall provide an updated budget for the Cost of the Work in
accordance with the construction development phase.
2.6.3 The Architect/Engineer shall assist the Owner and Monroe County's Facilities
Development Department 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
Contractor; and (2) the Conditions of the Contract for Construction. The Architect also
shall compile the Project Manual, with review by the Owner, that includes the Conditions
of the Contract for Construction and Specifications and may include bidding
requirements and sample forms.
2.6.4 The Architect/Engineer's construction documents (plans, specifications, etc.) will
conform to all written codes and regulations of the federal government, county, state,
municipalities, agencies and state departments, in effect at the date of this Agreement,
and shall be of such completion as to receive all permits when applied for. If permits are
denied, then the Architect/Engineer shall conform the construction documents in such
manner to receive permits upon such plans. Work required from the Architect/Engineer
to conform the documents to federal, state, city, county, or agency specifications and
permit requirements to allow them to be approved shall be completed at no charge or cost
to the Owner.
9
2.7 BIDDING OR NEGOTIATION PHASE
2.7.1 The Architect/Engineer, following the Owner's approval of the Construction
Documents and the Architect/Engineer's latest estimate of Construction Cost, shall assist
the Monroe County's Facilities Development Department in obtaining bids or negotiated
proposals and assist in preparing contracts for construction, including the requirements in
Section 2.6.3.
2.7.2 The Architect/Engineer shall assist the Monroe County's Facilities Development
Department in issuing bidding documents to bidders and conducting pre-bid conferences
with prospective bidders, including the requirements is Section 2.6.3. The
Architect/Engineer, with the assistance of the Monroe County's Facilities Development
Department, shall respond to questions from bidders, and shall issue addenda.
2.7.3 The Architect/Engineer shall, on behalf of the Owner, file all necessary
documents required to secure all permits. Assistance with securing a development
approval will be in the form of providing schematic drawings.
2.8 CONSTRUCTION PHASE - ADMINISTRATION OF THE
CONSTRUCTION CONTRACT
2.8.1. The Architect/Engineer's responsibility to provide Basic Services for the
Construction Phase under this Agreement commences with the award of the Contract for
construction and terminates with the issuance to the Owner of the final Project Certificate
for Payment including the submission of all project close-out documents by the
Architect/Engineer and Contractor. The Architect/Engineer will administer the
Owner/Contractor contract as provided for in that document. The Architect/Engineer
agrees to perform a project check/inspection prior to the end of the warranty period, if
requested in writing by the Owner. The check/inspection shall not exceed one working
day unless additional time is approved by the Owner.
2.8.2 The Architect/Engineer shall at all times have access to the Work whenever it is
in preparation or progress.
2.8.3 The Architect/Engineer shall, as contemplated herein and in the Construction
Contract, but not otherwise, act on behalf, and be the agent, of the Owner throughout
construction of the Project. Instructions, directions, and other appropriate
communications from the Owner to the Contractor shall be given to the Contractor by the
Architect/Engineer or Monroe County's Facilities Development Department.
2.8.4 Upon receipt, the Architect/Engineer shall carefully review and examine, as part
of the contract, the Contractor's Schedule of Values, together with any supporting
documentation or data which the Owner or the Architect/Engineer may require from the
Contractor. The purpose of such review and examination shall be to protect the Owner
from an unbalanced Schedule of Values which allocates greater value to certain elements
of the Work than is indicated by such supporting documentation or data, or than is
reasonable under the circumstances. If the Schedule of Values was not found to be
appropriate, or if the supporting documentation or data is deemed to be inadequate, and
unless the Owner directs the Architect/Engineer to the contrary in writing, the Schedule
of Values shall be returned to the Contractor for revision of supporting documentation or
10
data. After making such examination, if the Schedule of Values is found to be
appropriate as submitted, or if necessary, as revised, the Architect/Engineer shall sign the
Schedule of Values thereby indicating its informed belief that the Schedule of Values
constitutes a reasonable, balanced basis for payment of the Contract Price to the
Contractor. The Architect/Engineer shall not approve such Schedule of Values in the
absence of such belief unless directed to do so, in writing, by the Owner.
2.8.5 The Architect/Engineer shall carefully inspect the work of the Contractor and
shall, at a minimum, inspect work at the Project site at an average of two times per
month. The purpose of such inspections shall be to determine the quality and quantity of
the work in comparison with the requirements of the Construction Contract. In making
such inspections, the Architect/Engineer shall protect the Owner from continuing
deficient or defective work, from continuing unexcused delays in the schedule and from
overpayment to the Contractor. Following each inspection, the Architect/Engineer shall
submit a written report of such inspection, together with any appropriate comments or
recommendations to the Owner.
2.8.6 The Architect/Engineer shall initially approve periodic and final payments owed
to the Contractor under the Construction Contract predicated upon inspections of the
work and evaluations of the Contractor's rate of progress in light of the remaining
contract time and shall issue to the Owner Approvals of Payment in such amounts. By
issuing an Approval of Payment to the Owner, the Architect/Engineer reliably informs
the Owner that the Architect/Engineer has made the inspection of the work required, and
that the work for which payment is approved has reached the quantities or percentages of
completion shown, or both, that the quality of the Contractor's work meets or exceeds the
requirements of the Construction Contract, and that under the terms and conditions of the
Construction Contract, and after review and approval by the Owner, the Owner is
obligated to make payment to the Contractor of the amount approved.
2.8.7 The issuance of a Certificate for Payment shall not be a representation that the
Architect/Engineer 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.
2.8.8 The Architect/Engineer shall have authority, after notification to the Monroe
County's Facilities Development Department to reject Work, which does not conform to
the Contract Documents. Whenever the Architect/Engineer considers it necessary or
advisable for implementation of the intent of the Contract Documents the
Architect/Engineer will have authority, upon written authorization from the Owner, to
require additional 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.
2.8.9 The Architect/Engineer shall review and approve or take other appropriate action
upon 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/Engineer's action
11
shall be taken with such reasonable promptness as to cause no delay in the Contractor's
Work or in construction by the Owner's own forces, while allowing sufficient time in the
Architect/Engineer'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 designed by the Contractors, all of
which remain the responsibility of the Contractors to the extent required by the Contract
Documents. The Architect/Engineer's review shall not constitute approval of safety
precautions or, unless otherwise specifically stated by the Architect/Engineer, of
construction means, methods, techniques, sequences, or procedures. The
Architect/Engineer's approval of a specific item shall not indicate approval of an
assembly of which the item is a component. When professional certification of
performance characteristic of materials, systems or equipment is required by the Contract
Documents, the Architect/Engineer shall be entitled to rely upon such certification to
establish that the materials, systems or equipment will meet the performance criteria
required by the Contract Documents. Architect/Engineer shall take appropriate action on
submittals within 14 calendar days. The Architect/Engineer shall maintain a tracking log
for the submittals which shall include but not be limited to; the submittal as named in the
specification, all dates as required for tracking and the status of approval. A copy of the
tracking log will be made available to Owner when requested.
2.8.10 The Architect/Engineer shall review and sign or take other appropriate action on
Change Orders and Construction Change Directives prepared by the Monroe County's
Facilities Development Department for the Owner's approval and execution in
accordance with the Contract Documents. Architect/Engineer to take appropriate action
within 7 calendar days.
2.8.11 The Architect/Engineer shall promptly provide appropriate interpretations as
necessary for the proper execution of the work. If the Architect's interpretation would
require a change in the Construction Contract price the Owner shall retain the ability to
determine whether the interpretation is necessary for appropriate completion of the work.
2.8.12 The Architect/Engineer shall require inspection or re-inspection and testing or
retesting of the work, to include architecturaVengineering, structural, mechanical and
electrical engineering portions of the work, in accordance with the provisions of the
Construction Contract whenever appropriate.
2.8.13 The Architect/Engineer, assisted by the Monroe County's Facilities Development
Department, shall conduct inspections to determine the dates of Substantial Completion
and the date of Final Completion. The Architect/Engineer shall submit to the Owner a
list comprised of incomplete and/or unacceptable items required by the Contract
Documents to include architecturaVengineering, structural, mechanical, and electrical
engineering portions of the work. The Architect/Engineer shall forward to the Monroe
County's Facilities Development Department warranties and similar submittals required
by the Contract Documents which have been received from the Contractor. The
Architect/Engineer shall issue a final Project Certificate for Payment upon compliance
with the requirements of the Contract Documents.
12
2.8.14 The Architect/Engineer shall interpret and decide matters concerning performance
of the Contractor under the requirements of the Contract Documents upon written
request. The Architect/Engineer's response to such requests shall be made with
promptness and within seven (7) days of receipt of request.
2.8.15 Interpretations and decisions of the Architect/Engineers shall be consistent with
the intent of and reasonable inference from the Contract Documents and shall be in
writing or in the form of drawings and submitted on proper Construction Change
Directives.
2.8.16 The Architect/Engineer shall render written decisions within a reasonable time on
all claims, disputes or other matters in question between Owner and Contractors relating
to the execution or progress of the Work as provided in the Contract Documents.
2.8.17 Duties, responsibilities and limitations of authority of the Architect/Engineer shall
not be restricted, modified or extended without written agreement of the Owner and
Architect/Engineer.
2.8.18 The Architect/Engineer shall be a representative of and shall advise and consult
with the Owner (1) during construction until final payment to the Contractor is due and
(2) as a Basic Service at the Owner's direction from time to time during the correction
period described in the Contract for Construction. This advice and consultation shall be
limited to verbal comment on actions of the Owner and shall not necessitate filing of
records, forms, or revisions to drawings, without additional compensation.
2.8.19 The Architect/Engineer shall transmit to the Owner all manuals, operating
instructions, as-built plans, warranties, guarantees and other documents required by the
Construction Contract and submitted by the Contractor.
2.8.20 Providing assistance in the utilization of equipment or systems such as testing,
adjusting and balancing, preparation of operation and maintenance manuals, training
personnel for operation and maintenance, and consultation during operation.
2.8.21 The Architect/Engineer shall not have control over or charge of and shall not be
responsible for construction means, methods, techniques, sequences or procedures, or for
safety precautions and programs in connection with the Work, since these are solely the
Contractor's responsibility under the Contract for Construction. The Architect/Engineer
shall not be responsible for the Contractor's schedules or failure to carry out the work in
accordance with the contract documents. The Architect/Engineer shall not have control
over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or
employees, or of any other persons performing portions of the work.
2.8.22 The Architect/Engineer shall review any as-built drawings furnished by the
Contractor and shall certify to the Owner that same are adequate and complete.
2.8.23 The Architect/Engineer shall, without additional compensation, promptly correct
any errors, omissions, deficiencies, or conflicts in the work product of the
Architect/Engineer or its consultants, or both.
13
2.8.24 The Architect/Engineer must reimburse the Owner for any added costs paid by the
Owner during construction that were incurred as the result of any omission, deficiency, or
conflict in the work product of the Architect/Engineer, its consultants, or both. This
added expense is defined as the difference in cost from that which the Owner would have
paid if the work was included in the bid, and the actual cost presented by the Contractor.
ARTICLE III
ARCHITECT RESPONSIBILITIES BEYOND BASIC SERVICES
3.1 GENERAL
3.1.1 The following services shall be provided by the Architect/Engineer in addition to
the basic services provided for in Article II as part of the responsibilities of the
Architect/Engineer for the Project. These responsibilities are generally described as
Spatial Needs Assessment, Master Planning, Landscape Architectural Services, Site and
Building Identification/Graphic Design, Permitting Coordination Services, Facility
Rendering, Cost Estimating, Computer Cable System Design Coordination, Security
Consultant, and Site Civil Engineering.
3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES
3.2.1 Phase I-A: Spatial Needs Assessment
3.2.1 The Architect/Engineer shall participate in an initial meeting, with departmental
personnel and County staff, to review the proposed project and to establish project
schedules for specific tasks.
3.2.2 The Architect/Engineer 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.
3.2.3 A detailed 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 2015 and 2025, and the current need being defined as the year
2009.
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:
a. Historical, Current and Projections for Future Staffing Levels
b. A Detailed Mission Statement
c. An Organizational Chart
d. An Assessment of Requested Spaces
e. A Definition of Functional Inter-Relationships
f. Documentation of Specialized Equipment
g. Documentation as to Relationship to Other Departments
3.2.4 The Architect/Engineer, as part of this phase, shall consider and provide
documentation to the extent possible, current and future staffing level projections and
their spatial need impact upon future needs of facilities.
14
3.2.5 Based upon the recommendations related to facility size, the Architect/Engineer
shall identify the land area needed for the building, associated parking, and related site
requirements, such as storm water retention, parking areas, landscape requirements and
building setback requirements. All identified development options will be verified to be
able to be supported by the identified site with site diagrams included within the report.
3.2.6 The Architect/Engineer shall research and provide information relative to
identifying potential additional grant funding sources, noting entities which provide funds
for projects of the type envisioned by the County.
3.2.7 This phase shall result in a detailed report, which shall contain recommendations
relative to potential solutions, and shall include up to three alternative recommendations
as to the size and associated potential costs of each such alternative. Ten copies of this
report shall be issued to the County for review and consideration.
3.2.8 The results and recommendations of Phase I shall be presented to the County
project staff and subsequently to the Board of County Commissioners at a public meeting
and/or workshop meeting.
3.3 Phase I-B: Master Planning
3.3.1 Based upon the information obtained during development of the Spatial Needs
Assessment, the Architect/Engineer shall participate in a meeting( s) with representatives
of the State and County Department of Emergency Management. The premise of this
meeting shall be to obtain consensus as to the appropriate land utilization of the County
designated property and the proposed facility.
3.3.2 Based upon the accepted development alternative, the Architect/Engineer shall
prepare a Master Plan Document of the selected site, illustrating:
a. Proposed land utilization of the selected site
b. Location and general configuration of "current need" facilities
c. Areas of potential expansion for future needs
d. Location of vehicles access and egress, both staff and public
e. Pedestrian areas and site circulation
f. Vehicle Parking Areas
g. Area( s) designated for storm water retention
3.3.3 The Architect/Engineer shall then prepare a final Master Planning Drawing
illustrative of the proposed recommended solution and present same to the Monroe
County Facilities Development Department and/or the Board of County Commissioners.
3.4 Landscape Architectural Services
3.4.1 Landscape Architectural Services shall be provided by a registered Florida
Landscape Architect, selected by the Architect/Engineer to provide the Scope of Services
to be defined by the accepted Master Site Plan.
3.5 Site and Building Identification/Graphic Design
3.5.1 Architect/Engineer shall provide graphic design services associated with the
design, bidding and construction observation of building identification, graphics and
signage.
15
3.6 Permitting Coordination Services
3.6.1 The Architect/Engineer shall provide permitting coordination services as follows:
a. Define all permits and/or review agency requirements and provide a
graphic chronological assessment
b. 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.
c. Monitor the permitting process and provide written progress reports to
the County.
3.7 Facility Rendering
3.7.1 The Architect/Engineer shall provide a complete rendering of the facility.
3.8 Cost Estimating:
3.8.1 The Architect/Engineering shall retain the services of a cost estimating firm
responsible for providing detailed cost estimates at the following intervals:
a. Completion of Schematic Design Phase
b. Completion of Design Development Phase
c. 75% completion level of the Construction Documents Phase
d. 95% completion level of the Construction Documents Phase
3.9 Computer Cable System Design Coordination
3.9.1 The Architect/Engineer shall meet with the Owner and the Monroe County
Emergency Management staff and establish the basic guide lines for a computer cable
system for the facility and shall subsequently prepare a cable plan with appropriate
distribution spaces in the facility.
3.10 Security Consultant
3.10.1 The Architect/Engineer 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, locking devices, and site security systems.
3.11 Site Civil Engineering
3.11.1 The Architect/Engineer shall provide civil engineering on site.
3.12 Providing assistance in the utilization of equipment or systems such as testing,
adjusting and balancing, preparation of operation and maintenance manuals, training
personnel for operation and maintenance, and consultation during operation.
3.13 CHANGES IN SERVICES
Changes in services as required by Owner may be accomplished after execution
of this Agreement, if mutually agreed in writing by the parties and if required by the
circumstances; but if not required by law, code or other legal requirement the Owner will
have the right to reject the change.
3.14 ALTERNATIVE SERVICES. The Architect/Engineer, or his consultants, may
provide the following services, if authorized in writing by the Owner and approved by the
16
Board of County Commissioners, at an additional cost over the Total Contract Price to be
negotiated prior to authorization and approval: Interior Design (moveable furnishings),
Post Occupancy Warranty Inspection, Grants Application Assistance, additional
Construction Observation Services.
ARTICLE IV
OWNER'S RESPONSIBILITIES
4.1 The Owner shall establish and update an overall budget for the Project based on
consultation with the Facilities Development Department and the Architect/Engineer,
which shall include the Construction Cost, the Owner's other costs and reasonable
contingencies related to all of these costs.
4.2 The Owner shall designate Facilities Development Department to act on the
Owner's behalf with respects to the Project. The Owner or Monroe County's Facilities
Development Department shall render decisions in a timely manner pertaining to
documents submitted by the Architect/Engineer in order to avoid unreasonable delay in
the orderly and sequential progress of the Architect/Engineer's services.
Architect/Engineer acknowledges and agrees that from time to time a decision will have
to be presented to the governing board of the county and agrees that any delays caused by
the submission or scheduling for approval by the Board of County Commissioners shall
not constitute an unreasonable delay.
4.3 The Owner shall furnish the Architect/Engineer with a certified site survey at a
reasonable time following the selection of the project site.
4.4 The Owner shall furnish the geotechnical tests when requested by the
Architect/Engineer, following the selection of the project site.
4.5 The Owner, not the Architect/Engineer, shall furnish its own legal, accounting
and insurance counseling services as may be necessary at any time for the Project,
including auditing services the Owner may require to verify the Contractor's Application
for Payment or to ascertain how or for what purposes the Contractor has used the money
paid by or on behalf of the owner.
4.6 Prompt written notice shall be given by the Owner or Monroe County's Facilities
Development Department to the Architect/Engineer if they become aware of any fault or
defect in the Project or non-conformance with the Contract Documents.
4.7 The proposed language of any certificate or certificates requested of the
Architect/Engineer or Architect/Engineer's consultants shall be submitted to the Owner
for review and approval at least 14 days prior to execution. The Owner shall not request
certifications that would require knowledge or services beyond the scope of this
Agreement.
4.8 The Owner shall furnish the information and services required under this
Agreement, and shall render approvals and decisions as expeditiously as necessary for the
orderly progress of the Architect/Engineer's services and work of the contractors.
17
4.9 The Owner's review of any documents prepared by the Architect/Engineer or its
consultants shall be solely for the purpose of determining whether such documents are
generally consistent with the Owner's criteria, as and if, modified. No review of such
documents shall relieve the Architect/Engineer of responsibility for the accuracy,
adequacy, fitness, suitability or coordination of its work product.
ARTICLE V
CONSTRUCTION COST
5.1 Contemporaneously with the submission of the documents required under Section
2.6, in the construction document phase; the Architect/Engineer shall submit to the
Owner in writing its final estimate of the anticipated price for constructing the Project,
the Construction Cost. Once submitted, the final anticipated price estimate shall be
adjusted by the Architect/Engineer to reflect any increase or decrease in the anticipated
price resulting from the change in Design for Construction.
5.2 The Construction Cost shall be the final estimate of the anticipated price for
constructing the Project to the Owner of all elements of the project designed or specified
by the Architect/Engineer.
5.3 The Construction Cost shall include the cost at current market rates of labor,
materials and equipment designed, specified, selected or specially provided for by the
Architect/Engineer, plus a reasonable allowance for the Contractor's overhead and profit.
5.4 Construction Cost does not include the compensation of the Architect/Engineer
and the Architect/Engineer's consultants, the costs of land, rights-of-way, financing or
other costs which are the responsibility of the Owner.
5.5 The Architect/Engineer agrees that, should the bid for construction of the project
exceed it's final estimate as set forth in Section 5.1 by ten percent (10%) or more, the
Architect/Engineer will redesign, redraw and/or rebid, at no additional or expense to the
Owner, until the bids are within the stated limits.
ARTICLE VI
6.1 INDEMNIFICATION AND HOLD HARMLESS
6.1.1 The Architect/Engineer and any its agents or anyone for whose act or acts any of
them may be liable in the performance of the services under this Agreement shall
indemnify and hold harmless Monroe County, its agents, employees, elected officials and
representatives from liabilities, damages, losses and costs, including, but not limited to
reasonable attorney fees, to the extent caused by the negligence, recklessness, or
intentional wrongful misconduct of the indemnifying party and persons employed or
utilized by the indemnifying party in the performance of this Agreement. The
Architect/Engineer further shall indemnify and hold the county, its successors and assigns
harmless from and against any and all claims, actions, causes of action, and judgments
made or filed against the county for all losses, penalties, damages or professional fees
arising out of Architect/Engineer's negligent performance of the work (including
obtainment of all license fees and royalties) or the negligent performance of work by the
Architect/Engineer Professionals, Subconsultants, Subcontractors, agents or employees,
18
or by any of the respective officers, agents or employees of Architect/Engineer
Professionals, Subconsultants, Subcontractors or anyone directly employed by any of
them. The Architect/Engineer's obligation under this provision shall not be limited in any
way by the contract price, or by Architect/Engineer Professionals', Subconsultants',
Subcontractors' limit of, or lack of, sufficient insurance.. The first ten dollars ($10.00)
of remuneration paid to the Architect/Engineer is for the indemnification provided for
above This Article shall survive termination of this Agreement and shall continue in full
force and effect so long as the possibility of any liability, claim or loss exists, unless
otherwise prohibited by law.
ARTICLE VII
ARCHITECTIENGINEER'S PROJECT TEAM
7.1 The Architect/Engineer shall assign members of its staff as the Project Team, who
shall collectively devote such working time and attention as may be reasonably required
to ensure that the services are properly, economically, and efficiently performed. The
Architect/Engineer shall indicate below the authority and powers that the Project Team
shall possess during the life of the Project. The Architect/Engineer agrees that the County
shall have the right to approve the Project Team, and that the Architect/Engineer shall not
change any member of its Project Team without written notice to the County. If any
member of the Project Team is removed from the Project duties, or employment is
otherwise terminated or curtailed by the Architect/Engineer, or if the Architect/Engineer
Project Team member terminates his employment with the Architect/Engineer, then the
Architect/Engineer shall promptly replace its Project Team member with a person of
comparable experience and expertise, who shall also be subject to the County's approval.
The County agrees that its approval shall not be unreasonably withheld.
ARTICLE VIII
PAYMENTS
8.1 PAYMENTS
8.1.1 The Total Contract Price shall be a Fixed Fee to be paid to the Architect/Engineer,
and shall include all Basic Services, Bevond Basic Services (Spatial Needs Assessment,
Master Planning) and Additional Services, in the amount of One Million Thirty-Seven
Thousand Four-Four Dollars, ($1.037.044.00),
The payments for each portion of the services are listed below.
8.1.2 The fee for Basic Services shall be a fixed fee in the amount of Eight Hundred
and Six Thousand Dollars ($806,000.00). The fixed fee is based on 6.5% of the estimated
construction value of($12,400,000.00), which is the total cost of Thirteen Million Dollars
($13,000,000.00) less sitework in the amount of Six Hundred Thousand Dollars
($600,000.00). The Architect's fixed fee shall not increase or decrease based on any
changes in the construction cost of the project.
8.1.3 For Basic Services, the Architect/Engineer shall be paid monthly, in accordance
with the following schedule:
The Architectural/Engineering fee shall be based on the following criteria:
1. Schematic Design 15 percent
2. Design Development Phase 30 percent
19
3.
4.
5.
Construction Documents Phase
Bidding or Negotiation Phase:
Construction Phase
30 percent
5 percent
20 percent
8.2 The fee for services Bevond Basic Services shall be a fixed fee as follows:
a. The Pre-Desi!!n Services, as listed below, shall be a fixed fee for
1. Spatial Needs Assessment in the amount of Twenty-One Thousand Four
Hundred and Seventy Dollars ($21,470.00),
2. Master Planning in the amount of Twelve Thousand Three Hundred
and Thirty Dollars ($12,330.00).
b. The Additional Services provided by the ArchitectlEngineer shall include
Landscape Architectural Services, Site and Building Identification/Graphic
Design, Permitting Coordination Services, Facility Rendering, Cost Estimating,
Computer Cable System Design, Security Consultant, and Site Civil Engineering.
The Architect/Engineer shall be paid a fixed fee for Additional Services in the
amount of Two Hundred Seventeen Thousand Two Hundred and Forty-Four
Dollars ($217,244.00).
c. Total Fee Allocation
· Basic/Standard Services........................................$ 806,000.00
· Pre-Design Services......................................... ....$ 33,800.00
· Additional Services.............................................$ 217,244.00
· Reimbursable Expenses........ .. .... .... ..... .. ...... .... .. ....$ 25,000.00
· Agreed Fee Reduction ..........................................$ (45.000.00)
. Total...... ............... ......... ...... ... ...... ...... ... ..... ....$1,037,044.00
8.3. A Reimbursable Expense Allowance is included in the Total Fixed Fee set out
in Section 8.1.1. Any reimbursable expenses shall not exceed in total the amount of
Twenty-five Thousand Dollars ($25,000.00).
8.3.1 Reimbursable Expenses include expenses incurred by the Architect/Engineer in
the interest of the project:
a. Expenses of transportation submitted by Architect/Engineer, in writing,
and living expenses in connection with out-of-county travel authorized by
the County, in writing, but only to the extent and in the amounts
authorized by Section 112.061, Florida Statutes;
b. Fees paid for securing approval of authorities having jurisdiction over the
project;
c. Reproductions as requested in writing by the County beyond seven (7)
complete signed and sealed sets of construction drawings and four (4)
hard copies of the technical specifications and one copy of the drawings
and the technical specifications saved electronically in Adobe Acrobat file
(.PDF) format;
d. Postage or delivery services for Drawings and Specifications, not
including charges for postage between the Architects/Engineers branch
offices and between the Architect/Engineer and his consultants.
20
e. Models requested by the County.
8.4 Payment Submissions. As a condition precedent for any payment due under this
contract, the Architect/Engineer shall submit monthly, unless otherwise agreed in writing
by the Owner, an invoice to the Owner requesting payment for services properly rendered
and reimbursable expenses due hereunder. The Architect/Engineer's invoice shall
describe with reasonable particularity the service rendered. The Architect/Engineer's
invoice shall be accompanied by such documentation or data in support of expenses for
which payment is sought at the Owner may require.
ARTICLE IX
9.1 APPLICABLE LAW
9.1.1 This contract is governed by and construed in accordance with the laws of the
State of Florida applicable to contracts made and performed entirely in the State. Venue
for any litigation arising under this contract must be in Monroe County, Florida. The
Parties waive their rights to a trial by jury.
ARTICLE X
10.1 OWNERSHIP OF THE PRELIMINARY DESIGN AND THE DESIGN
FOR CONSTRUCTION
10.1.1 The Drawings, Specifications and other documents prepared by the
Architect/Engineer for this project are instruments of the Architect/Engineer's service for
use solely with respect to this project, and the Architect/Engineer shall be deemed the
author of these documents and shall retain all common law, statutory and other reserved
rights, including copyrights. Specifications and other documents shall not be used by the
Owner or others on other projects except by agreement in writing and with appropriate
compensation to the Architect/Engineer. The Drawings, Specifications and other
documents prepared by the Architect/Engineer for this project shall be used for the
completion of this project by the Owner if the Architect/Engineer is found in default of
this contract. Provided, however, the parties recognize and agree that the Owner shall
comply with the provisions of Florida Statutes, Chapter 119 and all other applicable laws
relating to reproduction and distribution of public records and subject to orders of a court
having jurisdiction over the Owner.
10.1.2 Submission or distribution of documents to meet official regulatory requirements
or for similar purposes in connection with the project is not to be construed as publication
in derogation of the Architect/Engineer's reserved rights.
10.1.3 The As-Built drawings and specifications may be furnished by the
Architect/Engineer to the Owner in electronic format in addition to the original As-Built
documents.
10.1.4 The Owner may utilize the construction documents, As-Built documents, etc. as
required for reference on any necessary future work on the site, and for constructing,
using and maintaining the Project.
21
ARTICLE XI
11.1 SUCCESSORS AND ASSIGNS
11.1.1 The Owner and Architect/Engineer, 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/Engineer shall
assign this Agreement without the express written consent of the other.
ARTICLE XII
NO THIRD PARTY BENEFICIARIES
AND INDEPENDENT CONTRACTOR RELATIONSHIP
12.1 NO THIRD PARTY BENEFICIARIES
12.1.1 Nothing contained herein shall create any relationship, contractual or otherwise,
between the parties which creates or gives rise to any rights in favor of, any third party.
12.2 INDEPENDENT CONTRACTOR RELATIONSHIP
12.2.1 The Architect/Engineer is and shall be an independent contractor in the
performance of all work, services, and activities under this Agreement and is not an
employee, agent or servant of the County. The Architect/Engineer shall exercise control
over the means and manner in which it and its employees perform the work and in all
respects the Architect/Engineer's relationship and the relationship of its employees to the
County shall be that of an independent contractor and not as employees or agents of the
County. The Architect/Engineer does not have the power or authority to bind the County
in any promise, agreement or representation other than such power and authority that is
specifically provided for in this Agreement.
ARTICLE XIII
INSURANCE
13.1 INSURANCE
13.1.1 The Architect shall obtain insurance as specified and maintain the required
insurance at all times that this Agreement is in effect. Professional Liability
Insurance shall also be maintained as specified. In the event the completion of the
project (to include the work of others) is delayed or suspended as a result of the
Architect's failure to purchase or maintain the required insurance, the Architect
shall indemnify the COUNTY from any and all increased expenses resulting from
such delay.
13.1.2 The coverage provided herein shall be provided by an insurer with an A.M. Best
Rating of VI or better, that is licensed to do business in the State of Florida and
that has an agent for service of process within the State of Florida. The insurance
certificate shall contain an endorsement providing thirty (30) days notice to the
COUNTY prior to any cancellation of said coverage. Said coverage shall be
22
written by an insurer acceptable to the COUNTY and shall be in a form
acceptable to the COUNTY.
13.1.3 Architect shall obtain and maintain the following policies:
A. Workers' Compensation insurance as required by the State of Florida.
B. Employers Liability Insurance with limits of $1,000,000 per Accident,
$1,000,000 Disease, policy limits, $1,000,000 Disease each employee.
C. Comprehensive business automobile and vehicle liability insurance covering
claims for injuries to members of the public and/or damages to property of
others arising from use of motor vehicles, including onsite and off site
operations, and owned, hired or non-owned vehicles, with One Million
Dollars ($1,000,000.00) combined single limit and One Million Dollars
($1,000,000.00) annual aggregate.
D. Commercial general liability covering claims for injuries to members of the
public or damage to property of others arising out of any covered act or
omission of the CONSUL T ANT or any of its employees, agents or
subcontractors or subconsultants, including Premises and/or Operations,
Independent Contractors; Broad Form Property Damage and a Contractual
Liability Endorsement with Five Million Dollars ($5,000,000) per occurrence
and annual aggregate.
E. Professional liability insurance of One Million Dollars ($1,000,000.00) per
claim and Two Million Dollars ($2,000,000.00) annual aggregate. If the
policy is a "claims made" policy, ARCHITECT shall maintain coverage or
purchase a "tail" to cover claims made after completion of the project to cover
the statutory time limits in Chapter 95 of the Florida Statutes.
F. COUNTY shall be named as an additional insured with respect to
ARCHITECT'S liabilities hereunder in insurance coverage identified in
Paragraphs C and D.
G. ARCHITECT shall require its subconsultants to be adequately insured at least
to the limits prescribed above, and to any increased limits of CONSUL T ANT
ifso required by COUNTY during the term of this Agreement. COUNTY will
not pay for increased limits of insurance for subconsultants.
H. ARCHITECT shall provide to the COUNTY certificates of insurance or a
copy of all insurance policies including those naming the COUNTY as an
additional insured by including any subsection thereunder. The COUNTY
reserves the right to require a certified copy of such policies upon request.
ARTICLE XIV
TERMINATION AND SUSPENSION
14.1 Termination. Either party hereto may terminate this contract upon not less than
seven (7) days' written notice to the other in the event that such other party substantially
23
.fails to perform its material obligations set forth herein. Termination expenses shall be
defined as all or any portion of the fixed fee earned, measured by the amount of
completed work performed up to the date of termination
14.1.2 Obligation to Pay. Monroe County's performance and obligation to pay under
this contract is contingent upon an annual appropriation by the Board of County
Commissioners and the approval of the Board members at the time of contract initiation
and its duration. This Agreement is contingent upon the award of the extension for the
Subgrant Agreement, Contract No. 08-EC-30-11-54-01-039, to the County; the parties
agree that if the Subgrant extension is not awarded to the County this Agreement is
terminated immediately, and the ArchitectlEngineer will be compensated for work
completed as set forth in Section 14.1.
14.1.3 Suspension. The County may, at any time and for any reason, direct the
ArchitectlEngineer to suspend the work (in whole or in part) under this Agreement. Such
direction shall be in writing, and shall specify the period during which services shall be
stopped. The ArchitectlEngineer shall resume its services upon the date specified or upon
such other date as the County may thereafter specify in writing. The period during which
the Services are stopped by the County shall be added to the time of performance of this
Agreement; provided, however, that any work stoppage not approved or caused by the
actions or inactions of the County shall not give rise to any claim for payment against the
County by the ArchitectlEngineer.
ARTICLE XV
ENTIRE AGREEMENT
15.1 This contract constitutes of the form of the agreement, including the exhibits that
are attached and made a part of the contract, and the documents referred to in the form of
agreement as a part of this contract. In the event any conflict between any of those
contract documents, the provision imposing the greater burden on the ArchitectlEngineer
will control.
ARTICLE XVI
DISPUTE RESOLUTION
16.1 County and ArchitectlEngineer agree that all disputes and disagreements shall first
be attempted to be resolved by meet and confer sessions between representatives of each
of the parties. If no resolution can be agreed upon within 30 days after the first meet and
confer session, the issue or issues shall be submitted to mediation.
16.2 Any claim, dispute or other matter in question arising out of or related to this
Agreement not resolved by meet and confer sessions shall be subject to non-binding
mediation as a condition precedent to the institution of legal or equitable proceedings by
24
either party. Request for mediation shall be in writing and sent to the other party. The
parties shall agree on a mediator to hear the dispute.
16.3 Mediation shall be held in Monroe County Florida in a location in the Middle
Keys; the location may be moved only by mutual agreement of the parties.
16.4 Mediation shall take place within sixty (60) working days of receipt of notice of
mediation to the other party. The parties shall share the mediator's fee equally.
16.5 Agreements reached in mediation shall be reduced to writing and signed by the
representative of each party; however agreements must be approved by the Board of
County Commissioners to be enforceable. Agreements reached in mediation shall be
enforceable as settlement agreements in any court having jurisdiction in Monroe County.
16.6 Nothing in this Agreement shall be construed to interfere with a subsequent order
from any court of competent jurisdiction ordering the parties to enter into mediation after
institution of legal or equitable proceedings.
16.7 Arbitration is specifically rejected by the parties as a method of settling disputes
which arise under this agreement; neither of the parties shall be compelled by the other to
arbitrate a dispute which may arise under this Agreement.
ARTICLE XVII
Additional Requirements
17.1 Maintenance or records. Architect/Engineer shall maintain all books, records, and
documents directly pertinent to performance under this Agreement in accordance with
generally accepted accounting principles consistently applied. Each party to this
Agreement or their authorized representatives shall have reasonable and timely access to
such records of each other party to this Agreement for public records purposes during the
term of the Agreement and for four years following the termination of this Agreement. If
an auditor employed by the County or Clerk determines that monies paid to
Architect/Engineer pursuant to this Agreement were spent for purposes not authorized by
this Agreement, the Architect/Engineer shall repay the monies together with interest
calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to
County .
17.2 Severability. If any term, covenant, condition or provision of this Agreement or
the application thereof to any circumstance or person, to any extent, shall be declared
invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining
terms, covenants, conditions and provisions of this Agreement, shall not be affected
thereby, and every other remaining term, covenant, condition and provision of this
Agreement shall be deemed valid and shall be enforceable to the fullest extent permitted
by law unless the enforcement of the remaining terms, covenants, conditions and
provisions of this Agreement would prevent the accomplishment of the original intent of
this Agreement. The County and Architect/Engineer agree to reform the Agreement to
replace any stricken provision with a valid provision that comes as close as possible to
the intent of the stricken provision.
25
17.3 Pledge of Credit. The Architect/Engineer shall not pledge the County's credit or
make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien
or any form of indebtedness. The Architect/Engineer further warrants and represents that
it has no obligation or indebtedness that would impair its ability to fulfill the terms of this
Agreement.
17.4 Attorney's Fees and Costs. The County and Architect/Engineer agree that in the
event any cause of action or administrative proceeding is initiated or defended by any
party relative to the enforcement or interpretation of this Agreement, the prevailing party
shall be entitled to reasonable attorney's fees and court costs expenses, as an award
against the non-prevailing party, and shall include attorney's fees and courts costs
expenses in appellate proceedings.
17.5 Binding Effect. The terms, covenants, conditions, and provIsIons of this
Agreement shall bind and inure to the benefit of the County and Architect/Engineer and
their respective legal representatives, successors, and assigns.
17.6 Authority. Each party represents and warrants to the other that the execution,
delivery and performance of this Agreement have been duly authorized by all necessary
County and corporate action, as required by law.
17.7 Claims for Federal or State Aid. Architect/Engineer and County agree that each
shall be, and is, empowered to apply for, seek, and obtain federal and state funds to
further the purpose of this Agreement; provided that all applications, requests, grant
proposals, and funding solicitations shall be approved by each party prior to submission.
17.8 Cooperation. In the event any administrative or legal proceeding is instituted
against either party relating to the formation, execution, performance, or breach of this
Agreement, County and Architect/Engineer agree to participate, to the extent required by
the other party, in all proceedings, hearings, processes, meetings, and other activities
related to the substance of this Agreement or provision of the services under this
Agreement. County and Architect/Engineer specifically agree that no party to this
Agreement shall be required to enter into any arbitration proceedings related to this
Agreement.
17.9 Nondiscrimination. Architect/Engineer and County agree that there will be no
discrimination against any person, and it is expressly understood that upon a
determination by a court of competent jurisdiction that discrimination has occurred, this
Agreement automatically terminates without any further action on the part of any party,
effective the date of the court order. Architect/Engineer or County agree to comply with
all Federal and Florida statutes, and all local ordinances, as applicable, relating to
nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights
Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or
national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC
SSe 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3)
Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which
prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of
1975, as amended (42 USC SSe 6101-6107) which prohibits discrimination on the basis of
26
age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended,
relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol
Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-
616), as amended, relating to nondiscrimination on the basis of alcohol abuse or
alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss.
690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse
patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as
amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The
Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from
time to time, relating to nondiscrimination on the basis of disability; 10) Any other
nondiscrimination provisions in any Federal or state statutes which may apply to the
parties to, or the subject matter of, this Agreement.
17.10 Covenant of No Interest. Architect/Engineer and County covenant that neither
presently has any interest, and shall not acquire any interest, which would conflict in any
manner or degree with its performance under this Agreement, and that only interest of
each is to perform and receive benefits as recited in this Agreement.
17.11 Code of Ethics. County agrees that officers and employees of the County
recognize and will be required to comply with the standards of conduct for public officers
and employees as delineated in Section 112.313, Florida Statutes, regarding, but not
limited to, solicitation or acceptance of gifts; doing business with one's agency;
unauthorized compensation; misuse of public position, conflicting employment or
contractual relationship; and disclosure or use of certain information.
17.12 No SolicitationlPayment. The Architect/Engineer and County warrant that, in
respect to itself, it has neither employed nor retained any company or person, other than a
bona fide employee working solely for it, to solicit or secure this Agreement and that it
has not paid or agreed to pay any person, company, corporation, individual, or firm, other
than a bona fide employee working solely for it, any fee, commission, percentage, gift, or
other consideration contingent upon or resulting from the award or making of this
Agreement. For the breach or violation of the provision, the Architect/Engineer agrees
that the County shall have the right to terminate this Agreement without liability and, at
its discretion, to offset from monies owed, or otherwise recover, the full amount of such
fee, commission, percentage, gift, or consideration.
17.13 Convicted vendor. The Architect/Engineer acknowledges that it has not been
placed on a convicted vendor list by any government entity. A person or affiliate who has
been place on the convicted vendor list following a conviction for public entity crime
may not submit a bid on contract to provide any goods or services to a public entity, may
not submit a bid on a contract with a public entity for the property to public entity, may
not be awarded or perform work as a contractor, supplier, subcontractor, or consultant
under a contract with any public entity, and may not transact business with any public
entity in excess of the threshold amount provided in Section 287.017 of the Florida
Statutes, for CATEGORY TWO for a period of36 months from the date of being placed
on the convicted vendor list.
17.14 Public Access. The Architect/Engineer and County shall allow and permit
reasonable access to, and inspection of, all documents, papers, letters or other materials in
27
its possession or under its control subject to the provisions of Chapter 119, Florida
Statutes, and made or received by the Architect/Engineer and County in conjunction with
this Agreement; and the Architect/Engineer shall have the right to unilaterally cancel this
Agreement upon violation of this provision by County.
17.15 Non-Waiver of Immunity. Notwithstanding he provisions of Sec. 286.28, Florida
Statutes, the participation of the Architect/Engineer and the County in this Agreement
and the acquisition of any commercial liability insurance coverage, self-insurance
coverage, or local government liability insurance pool coverage shall not be deemed a
waiver of immunity to the extent of liability coverage, nor shall any contract entered into
by the County be required to contain any provision for waiver.
17.16 Privileges and Immunities. All of the privileges and immunities from liability,
exemptions from laws, ordinances, and rules and pensions and relief, disability, workers'
compensation, and other benefits which apply to the activity of officers, agents, or
employees of any public agents or employees of the County, when performing their
respective functions under this Agreement within the territorial limits of the County shall
apply to the same degree and extent to the performance of such functions and duties of
such officers, agents, volunteers, or employees outside the territorial limits of the County.
17.17 Legal Obligations and Responsibilities: Non-Delegation of Constitutional or
Statutory Duties. This Agreement is not intended to, nor shall it be construed as,
relieving any participating entity from any obligation or responsibility imposed upon the
entity by law except to the extent of actual and timely performance thereof by any
participating entity, in which case the performance may be offered in satisfaction of the
obligation or responsibility. Further, this Agreement is not intended to, nor shall it be
construed as, authorizing the delegation of the constitutional or statutory duties of the
County, except to the extent permitted by the Florida constitution, state statute, and case
law.
17.18 Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon
the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-
party claim or entitlement to or benefit of any service or program contemplated
hereunder, and the Architect/Engineer and the County agree that neither the
Architect/Engineer nor the County or any agent, officer, or employee of either shall have
the authority to inform, counsel, or otherwise indicate that any particular individual or
group of individuals, entity or entities, have entitlements or benefits under this
Agreement separate and apart, inferior to, or superior to the community in general or for
the purposes contemplated in this Agreement.
17.19 Attestations. Architect/Engineer agrees to execute such documents as the County
may reasonably require including a Public Entity Crime Statement, an Ethics Statement,
and a Drug-Free Workplace Statement.
17.20 No Personal Liability. No covenant or agreement contained herein shall be
deemed to be a covenant or agreement of any member, officer, agent or employee of
Monroe County in his or her individual capacity, and no member, officer, agent or
employee of Monroe County shall be liable personally on this Agreement or be subject to
any personal liability or accountability by reason of the execution of this Agreement.
28
17.21 Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be regarded as an original, all of which taken together
shall constitute one and the same instrument and any of the parties hereto may execute
this Agreement by singing any such counterpart.
17.22 Section Headings. Section headings have been inserted in this Agreement as a
matter of convenience of reference only, and it is agreed that such section headings are
not a part of this Agreement and will not be used in the interpretation of any provision of
this Agreement.
17.23 Construction. All pronouns and any variations thereof shall be deemed to refer to
the masculine, singular or plural, as the identity of the party or parties may require. The
parties hereby acknowledge and agree that each was properly represented by counsel and
this Agreement was negotiated and drafted at arm's length so that the judicial rule of
construction to the effect that a legal document shall be construed against the
draftsperson shall be inapplicable to this Agreement.
IN WITNESS WHEREOF, each party has caused this Agreement to be executed on the
date first above written by its duly authorized representative.
(SEAL)
Attest: DANNY L. KOLHAGE, Clerk
BYdhaUc. ~
Deputy Clerk c/o' / f"'~ 7
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By: ~l::;~" }{)./.4~~
, ayor/Chairman
Witness: ~'fj;fY]~('jI015
Witness: fiii,j~fr;;
Print Name
ARCHITECT/ENGINEER
ARCHITECTS DESIGN GROUP, INC.
~~~K. Reeves ::y
/' ts.~~b'5:2..
Print Name
Date
29
~- I
ACORD", CERTIFICATE OF LIABILITY INSURANCE OP ID MJ DATE (MM/DDIYYYY)
ARCHI-1 02/12/09
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Cooper, Simms, Nelson & Mosley ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
271 West Canton Avenue HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
P.O. Box 1480 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Winter Park FL 32790-1480
Phone: 407-644-8689 Fax:407-644-9934 INSURERS AFFORDING COVERAGE NAIC#
-..- _._,,-_..~
INSURED INSURER A: Maryland Casualty Company
-~._-,,---_._.-
INSURER B: Zenith Insurance Company
Architects Design Group, Inc ~-
INSURER C Zurich American Insurance
and ISK Reeves ------- --------~
PO Box 1210 INSURER D
Winter Park FL 32790 ---------- ----------
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED_ NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES_ AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
IN::SK ~~~~ ~(~N~1ri~r6~J~E Pgk~CEY(~~~RDA,i~~N ~ -----,--_._._~---
LTR TYPE OF INSURANCE POLICY NUMBER LIMITS
GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000
--
A X COMMERCIAL GENERAL LIABILITY PAS02 647982 01/12/09 01/12/10 UAIYIA\.:i'=. I U KeN I eU $ 1,000,000
-- ~ CLAIMS MADE ~ OCCUR PREMISES (Ea occurence)
-- MED EXP (Anyone person) $ 10,000 ----
PERSONAL & ADV INJURY ~-' 000 , 000
- ---------.---
GENERAL AGGREGATE $ 2,000,000
-- -~-----~
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000
I n PRO- Il LOC
POLICY JECT
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
-- $ 1,000,000
A ANY AUTO PAS02 647982 01/12/09 01/12/10 (Ea accident)
---- -- -------- --- --------- ----------
X ALL OWNED AUTOS BODILY INJURY
-- 19 $
SCHEDULED AUTOS (Per person)
-- I~ ---------------------- --- ------
X HIRED AUTOS BODILY INJURY
r--- $
X NON-OWNED AUTOS ~~ (Per accident)
f- _n______ ----- -----~~
--- ~O~( I PROPERTY DAMAGE $
(Per accident)
GARAGE LIABILITY ~~ AUTO ONLY - EA ACCIDENT $
R ANY AUTO EA ACC $
OTHER THAN --
AUTO ONLY: AGG $
EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ 4,000,000
A ~ OCCUR D CLAIMS MADE PAS02647982 01/12/09 01/12/10 AGGREGATE $
$
r--l DEDUCTIBLE $
--
RETENTION $ $
WORKERS COMPENSATION AND I we STATU- I IOJH-
X TORY LIMITS ER
EMPLOYERS' LIABILITY --
B ANY PROPRIETOR/PARTNER/EXECUTIVE Z255887 01/12/09 01/12/10 E.L. EACH ACCIDENT $ 1,000,000
OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $ 1,000,000
If yes, describe under $ 1,000,000
SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT
OTHER
C Professional Liab EOC 375089506 02/01/09 02/01/10 Prof Liab $2,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS
RE: Monroe County Emergency Operations Center-Certificate holder named as
additional insured with respect to all liability coverages listed above.
*10 days notice for non-payment.
CERTIFICATE HOLDER
CANCELLATION
MONROEC
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30* DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
Monroe County Board of County
Commissioners
1100 Simonton Street
Key West FL 33040
@ ACORD CORPORATION 1988
ACORD 25 (2001/08)