______________________________________
Standard Form of Agreement Between
Owner and Architect
______________________________________
Made as of the ___ day of ________ in the year of Two Thousand and
Fifteen.
Between the Owner:
North Broward Hospital District
d/b/a Broward Health
1800 NW 49th Street
Fort Lauderdale, Florida 33309
and the Architect:
_________________________
_________________________
_________________________
_________________________
For the following Project:
Broward Health Coral Springs
Vertical Expansion Project
The Owner and Architect agree as set forth below.
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ARTICLE 1
ARCHITECT'S RESPONSIBILITIES
ARCHITECT'S SERVICES
1.1
ARCHITECT'S SERVICES
1.1.1 The Architect's services consist of those services performed by the Architect, Architect's
employees and Architect's consultants as enumerated in Articles 2 and 3 of this Agreement and
any other services included in Article 11. The scope of services is further set forth in the
Request for Proposals (“RFP”), a copy of which is attached hereto and incorporated into this
Agreement as Exhibit “A” and the Architect’s Proposal, (the “Architect’s Proposal”), a copy of
which is attached hereto and incorporated into this Agreement as Exhibit “B”.
1.1.2 The Architect's services shall be performed expeditiously and consistent with
professional skill and care and the orderly progress of the Work. Architect shall submit for the
Owner's approval a schedule for the performance of the Architect's services to include
allowances for periods of time required for the Owner's review and approval of the progress of
the Work and for review and approval of all authorities having jurisdiction over the design
approval of the Project. Time limits established by this schedule, approved by the Owner shall
not be exceeded by the Architect unless approved by Owner through a written request by the
Architect.
1.1.3 The services covered by this Agreement are subject to the time limitations contained in
subparagraph 11.4.
1.1.4 The Architect shall perform his services under this agreement in a skillful and competent
manner in accordance with the standards of the architectural profession.
1.1.5 The Person or entity identified as such in this Agreement and is referred to throughout the
Contract Documents, shall be indicated as singular in number and masculine or feminine in
gender as may be deemed appropriate for this Agreement.
ARTICLE 2
SCOPE OF ARCHITECT'S BASIC SERVICES
2.1
Definition
2.1.1 The Architect's Basic Services consist of those described in Paragraphs 2.2 through
2.2.14 and any other services identified Exhibit “B” as part of Basic Services and the Architect’s
Proposal, and include normal structural, mechanical and electrical engineering services, plans
and specifications as follows:
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2.1.2 General Architectural Services – consulting and design services including, but not limited
to, conceptual, schematic, design development, construction documents, and/or
construction administration for public buildings, as well as hospital and medical office
building projects and remodeling and restoration of existing buildings.
2.1.3 Landscape Architecture – consulting and design services related to conceptual,
schematic, design development, construction documents and/or construction
administration for landscape and hardscape spaces.
2.1.4 Civil, Structural, Mechanical, or Electrical Engineering – consulting and design services
related to conceptual, schematic, design development, construction documents and/or
construction administration for various projects that require engineering subconsultant
services paving, storm drainage, sanitary sewer, potable water, fire protection, HVAC,
mechanical, structural, electrical, and other related improvements.
2.1.5 Interior Design. - consulting and design services related to conceptual, schematic, design
development, construction documents and/or construction administration for various
interior design projects.
2.1.6 Traffic Engineering – general traffic consulting services and/or construction
administration as well as conduct various traffic, trip generation, parking and other
similar studies for possible future projects, or to evaluate existing conditions and project
future need.
2.2
SCHEMATIC DESIGN PHASE
2.2.1 The Architect shall review the program 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 shall provide a preliminary evaluation of the Owner's program, schedule
and construction budget requirements, each in terms of the other, subject to the limitations set
forth in subparagraph 5.2.1.
2.2.3 The Architect shall review with the Owner alternative approaches to design and
construction of the Project.
2.2.4 The Architect shall be a party to all aspects of the project, including, but not limited to
Owner, Contractor, and Consultant activities.
2.2.5 Based on the approved program, schedule, and construction budget requirements, the
Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of
drawings and other documents illustrating the scale and relationship of Project components.
2.2.6 Conceptual Design – Completed. The Architect shall provide conceptual design services
in accordance with the Owner's defined Interactive Design Process (Charette Sessions). The
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Architect shall be required to provide Charette sessions at the Owner's site as scheduled by the
Owner for the convenience of the predefined user groups. Architect shall be given adequate time
(identified in schedule) from notification of selection to prepare for Charette Sessions.
Preparation shall include, but not be limited to: review of Owner's Functional and Space
Program, Field investigation by the Architects and Consulting Engineers of existing conditions
in and around the site of the Project, Preparation of background schematic drawings of existing
conditions to be used at the Charette sessions, Preparation of flash cards (llxl7) detailing Owner's
defined Project Goals, Needs, Facts and Problems, to be conveniently displayed during the
Charette Sessions. Architect shall provide adequate design and drafting services on site during
the Charette sessions to assure completion of conceptual design drawings.
2.2.7
The Architect shall assist the Owner in acquiring all permits, licenses, inspections,
approvals, certificates and authorizations require by statute, code, or any agencies having
authority with regard to the project.
2.2.8
The Architect shall assist in the procurement of permits, licenses, inspections,
approvals, certification and authorization. Any and all fees for same shall be paid by the North
Broward Hospital District.
2.2.9
The Architect shall consult with City, County and State agencies regarding zoning,
landscaping, access, and utility service.
2.2.10 The Architect shall locate telephone, data and electrical outlets based upon input from
the users.
2.2.11
The Architect shall design landscape and irrigation service.
2.2.12 The Architect shall provide for accessibility for the disabled in accordance with current
ADA standards.
2.2.13 The Architect shall issue bid documents to the construction management firm and assist
in review of questions and negotiations.
2.2.14 Color selection for all building components (exterior and interior) shall be included in
the scope of services and approved by the North Broward Hospital District.
2.3
DESIGN DEVELOPMENT PHASE
2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by
the Owner in the program, schedule or construction budget, the Architect shall prepare, for
approval by the Owner, Design Development Documents consisting of drawings, specifications,
and other documents to fix and describe the size and character of the Project as to architectural,
structural, mechanical and electrical systems, life safety plans, building sprinkler plans, and land
irrigation plans, materials, equipment and such other elements as may be appropriate.
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2.3.2 The Architect shall continue the Interactive Design Process (Charette Sessions) following
completion of the approved Schematic Design, for the Design Development Phase.
Equipment/Utility planning worksheets provided to the Architect by the Owner following
Schematic Design shall be incorporated into the Design Development sketches to be reviewed
and approved by the Owner during the Design Development Charette. Architect shall be given
adequate time from turnover of Equipment/Utility Planning worksheets to prepare for Charette
Sessions. Preparation shall include, but not be limited to: review of Owner's Equipment/Utilities
Program, Field investigation by the Architects and Consulting Engineers of existing conditions
in and around the site of the Project necessary to support Owner's Equipment/Utilities Program,
modification of approved schematic drawings to accommodate changes required to support the
Owner's Equipment/Utility Program, 8.5 x 11 elevation sketches of each room identified in the
schematic design incorporating Owner's equipment/Utilities Program. Architect shall provide
adequate design and drafting services on site during the Charette sessions to assure completion of
design drawings. Architect shall present at the completion of the Design Development Charette
updated Schematics including, but not limited to: department/service boundaries, adjacencies,
customer and staff flows, a site plan showing access, parking, utility easements and entry points,
exterior building elevations with approximate color and finish rendering.
2.3.3 The Architect and Owner understand that construction documents for this project are
public documents. The Design Firm shall properly sign, date (under the signature), and seal
(embossed) the construction documents. Such seals and signatures must be in keeping with the
requirements for the Florida State Board of Architecture and the Florida State Board of
Professional Engineers. The Design Firm shall prepare and submit documents which are in all
respect consistent with Agency for Health Care Administration construction document
requirements.
2.3.4 The Architect shall provide to Owner's selected construction management firm, a full
copy of all construction documents, drawings, specifications, and other material required for
determination of the Project cost- Should the Project be over budget, the Design Firm shall revise
the documents at no additional fee to the Owner.
2.3.5 Completion of the Design Development Phase occurs when the Owner's representative
has accepted the results of the Design Development, which includes all Owner review
requirements, completion of the professional cost estimate and any necessary revision, as
necessary.
2.4
CONSTRUCTION DOCUMENTS PHASE
2.4.1 Based on the approved Design Development Documents and any further adjustments in
the scope or quality of the Project or in the construction budget authorized by the Owner, the
Architect shall prepare, for approval by the Owner, Construction Documents consisting of
Drawings and Specifications setting forth in detail the requirements for the construction of the
Project, suitable for bidding and permitting for construction and shall assist Owner in review of
questions and negotiations.
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2.4.2 The Architect shall provide the Owner with the necessary bidding information, bidding
forms, the Conditions of the contract, and the form of Agreement between the Owner and
Contractor.
2.4.3 The Architect shall provide filing documents required for the approval of governmental
authorities having jurisdiction over the Project.
2.4.4 The Architect shall assist in the acquisition of all permits, licenses, inspections,
approvals, certificates, and authorizations required by all governmental agencies/authorities
which have jurisdiction over this project.
2.4.5 The final construction documents will be reviewed and approved by the North Broward
Hospital District, the Fort Lauderdale Building and Zoning Department, the Fort Lauderdale
Building Department, and all regulatory agencies having jurisdiction.
2.5
BIDDING OR NEGOTIATION PHASE
2.5.1 The Architect, following the Owner's approval of the Construction Documents and of the
latest preliminary estimate of Construction Cost, shall assist the Owner in obtaining bids or
negotiated proposals and assist in awarding and preparing contracts for construction.
2.6
CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION
CONTRACT
2.6.1 The Architect's responsibility to provide Basic Services for the Construction Phase under
this Agreement commences with the award of the Contract for Construction and terminates at the
earlier of the issuance to the Owner of the final Certificate for Payment or 60 days after the date
of Substantial Completion of Work.
2.6.2 The Architect shall provide administration of the Contract for Construction as set forth
below and in the North Broward Hospital District General and Special Conditions of the
Contract for Construction, current as of the date of the Contract for Construction unless
otherwise provided in this Agreement.
2.6.3 Duties, responsibilities and limitations of authority of the Architect shall not be restricted,
modified or extended without written agreement of the Owner and Architect with consent of the
Contractor, which consent shall not be unreasonably withheld.
2.6.4 The Architect 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) during the correction
period described in the Contract for Construction. 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 instrument.
2.6.5 The Architect shall visit the site once a week and also at intervals appropriate to the stage
of construction to become generally familiar with the progress and quality of the Work
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completed and to determine in general if the Work is being performed in a manner indicating that
the Work when 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. On the basis of on-site observations as an architect, the
Architect shall keep the Owner informed of the progress and quality of the Work, and shall
endeavor to guard the Owner against defects and deficiencies in the Work. The Architect shall
attend weekly construction meetings and review the progress of the work, and shall advise the
owner of any defects and deficiencies in the work.
2.6.6 The Architect 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 shall not be responsible for the contractor's
schedules or failure to carry out the Work in accordance with the Contract Documents. The
Architect 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.
2.6.7 The Architect shall at all times have access to the Work wherever it is in preparation or
progress.
2.6.8 Communications by and with the Architect's consultants shall be through the Architect.
2.6.9 Based on the Architect's observations and evaluations of the Contractor's Applications
for Payment, the Architect shall review and certify the amounts due the Contractor.
2.6.10 The Architect's certification for payment shall constitute a representation to the Owner,
based on the Architect's observations at the site as provided in Subparagraph 2.6.5 and on the
data comprising the Contractor's Application for Payment, that, to the best of the Architect’s
knowledge, information and belief, the Work has progressed to the point indicated and the
quality of Work is in accordance with the Contract Documents. The foregoing representations
are subject to an evaluation of the Work for conformance with the Contract Documents upon
Substantial Completion, to results of subsequent tests and inspections, to minor deviations from
the Contract Documents correctable prior to completion and to specific qualifications expressed
by the Architect. The issuance of a Certificate for Payment shall further constitute a
representation that the Contractor is entitled to payment in the amount certified. However, the
issuance of a Certificate for Payment shall not be a representation that the Architect 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.
2.6.11 The Architect shall have authority to reject Work which does not conform to the Contract
Documents. Whenever the Architect considers it necessary or advisable for implementation of
the intent of the Contract Documents, the Architect will have authority to require additional
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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
performing portions of the Work.
2.6.12 The Architect 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's action shall be taken with such reasonable promptness as
to cause no delay in the Work or in the construction of the Owner or of 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 designed by the Contractor, all of which
remain the responsibility of the Contractor to the extent 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 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. When professional certification of performance
characteristics of materials, systems or equipment is required by the Contract Documents, the
Architect 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.
2.6.13 The Architect shall prepare Change Orders and Construction Change Directives, with
supporting documentation and data if deemed necessary by the Architect as provided in
Subparagraphs 3.1.1 and 3.3.3, for the Owner's approval and execution in accordance with the
Contract Documents, and may authorize minor changes in the Work not involving an adjustment
in the Contract Sum or an extension of the Contract Time which are not inconsistent with the
intent of the Contract Documents.
2.6.14 The Architect shall conduct inspections to determine the date or dates of Substantial
Completion and the date of final completion, shall receive 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 upon
compliance with the requirements of the Contract Documents.
2.6.15 The Architect shall interpret and decide matters concerning performance of the Owner
and Contractor under the requirements of the Contract Documents on written request of either
the Owner or Contractor. The Architect's response to such requests shall be made with
reasonable promptness and within any time limits agreed upon.
2.6.16 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
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to secure faithful performance by both Owner and Contractor, shall not show partiality to either,
and shall not be liable for results of interpretations or decisions so rendered in good faith.
2.6.17 The Architect shall render written decisions within a reasonable time on all claims,
disputes or other matters in question between the Owner and Contractor relating to the execution
or progress of the Work as provided in the Contract Documents, during the construction period.
2.6.18 The Architect's decisions on claims, disputes or other matters, including those in question
between the Owner and Contractor, shall be subject to arbitration as provided in this Agreement
and in the General Conditions of the Contract for Construction of the North Broward Hospital
District.
ARTICLE 3
ADDITIONAL SERVICES
3.1
GENERAL
3.1.1 The services described in this Article 3 are not included in Basic Services unless so
identified in Exhibit “C”, and they shall be paid for by the Owner as provided in this Agreement,
in addition to the compensation for Basic Services. The services described under Paragraphs 3.2
and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services
described under Contingent Additional Services in Paragraph 3.3 are required due to
circumstances beyond the Architect's control, the Architect shall notify the Owner prior to
commencing such services. If the Owner deems that such services described under Paragraph
3.3 are not required, the Owner shall give prompt written notice to the Architect. If the Owner
indicates in writing that all or parts of such Contingent Additional Services are not required, the
Architect shall have no obligation to provide those services.
3.2
PROJECT REPRESENTATION BEYOND BASIC SERVICES
3.2.1 If more extensive representation at the site than is described in Subparagraph 2.6.5 is
required, the Architect shall provide one or more Project Representatives to assist in carrying out
such additional on-site responsibilities.
3.2.2 Project Representatives shall be selected, employed and directed by the Architect, and the
Architect shall be compensated therefore as agreed by the Owner and Architect. The duties,
responsibilities and limitations of authority of Project Representatives shall be as described in the
edition of the North Broward Hospital District General Conditions of the Contract for
Construction current as of the date of the Contract for Construction, unless otherwise agreed.
3.2.3 Through the observations of such Project Representatives, the Architect shall endeavor to
provide further protection for the Owner against defects and deficiencies in the Work, but the
furnishing of such project representation shall not modify the rights, responsibilities or
obligations of the Architect as described elsewhere in this Agreement.
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3.3
CONTINGENT ADDITIONAL SERVICES
3.3.1 Making revisions in Drawings, Specifications or other documents when such revisions
are:
.1
inconsistent with approvals or instructions previously given by the Owner,
including revisions made necessary by adjustments in the Owner's program or
Project budget exceeding 10% of construction cost; or
.2
required by the enactment or revision of codes, laws or regulations subsequent to
the preparation of such documents.
3.3.2 Providing services required because of significant changes in the Project exceeding 10%
of estimated construction cost including, but not limited to, size, quality, complexity, the
Owner's schedule, or the method of bidding or negotiating and contracting for construction,
except for services required under Subparagraph 5.2.5.
3.3.3 Preparing Drawings, Specifications, and other documentation and supporting data,
evaluating Contractor’s reasonable alternative proposals, and providing other services in
connection with Change Orders and Construction Change Directives.
3.3.4 Providing services in connection with evaluating substitutions proposed by Contractors
and making subsequent revisions to Drawings, Specifications and other documentation resulting
therefrom.
3.3.5 Providing consultation concerning replacement of Work damaged by fire or other cause
during construction, and furnishing services required in connection with the replacement of such
work.
3.3.6 Providing services made necessary by the default of the Contractor, by major defects or
deficiencies in the Work of the Contractor, or by failure of performance of either the Owner or
Contractor, and due to no fault of the Architect.
3.3.7 Providing services in connection with a public hearing, arbitration proceeding or legal
proceeding except where the Architect is party thereto.
3.3.8 Preparing documents for alternate, separate or sequential bids or providing services in
connection with bidding, negotiation or construction prior to the bidding or negotiation phase.
3.4
OPTIONAL ADDITIONAL SERVICES
3.4.1 Providing financial feasibility or other special studies.
3.4.2 Providing planning surveys, site evaluations or comparative studies of prospective sites.
3.4.3 Providing special surveys, environmental studies where submissions required for
approvals of governmental authorities or others having jurisdiction over the Project.
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3.4.4 Providing services relative to future facilities, systems and equipment.
3.4.5 Providing coordination of construction performed by separate contractors or by the
Owner’s own forces and coordination of services required in connection with construction
performed and equipment supplied by the Owner.
3.4.6 Providing services to verify the accuracy of drawings or other information furnished by
the Owner.
3.4.7 Providing detailed estimates of Construction Cost.
3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labor.
3.4.9 Providing analyses of owning and operating costs.
3.4.13 See Exhibit “C” for providing interior design and other similar services required for or in
connection with the selection, procurement or installation of furniture, furnishings and related
equipment.
3.4.14 Providing services for planning tenant or rental spaces.
3.4.15 Making investigations, inventories of materials or equipment, or valuations and detailed
appraisals of existing facilities.
3.4.16 Preparing a set of reproducible record drawings showing significant changes in the Work
made during construction based on marked-up prints, drawings and other data furnished by the
Contractor to the Architect. To be provided in AUTOCADD format.
3.4.17 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.
3.4.18 Providing services after issuance to the Owner of the final Certificate for Payment, or in
the absence of a final Certificate for Payment, more than 60 days after the date of Substantial
Completion of the Work.
3.4.19 Providing services of consultants for other than architectural, structural, mechanical and
electrical engineering portions of the Project provided as a part of Basic Services.
3.4.20 Providing any other services not otherwise included in this Agreement or not customarily
furnished in accordance with generally accepted architectural practice.
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ARTICLE 4
OWNER'S RESPONSIBILITIES
4.1
The Owner shall provide full information regarding requirements for the Project,
including a program which shall set forth the Owner's objectives, schedule, constraints and
criteria, including space requirements and relationships, flexibility, expandability, special
equipment, systems and site requirements.
4.2
The Owner shall establish and update an overall budget for the Project, including the
Construction Cost, the Owner's other costs and reasonable contingencies related to all of these
costs.
4.3
The Owner shall designate a representative authorized to act on the Owner's behalf with
respect to the Project. The Owner or such authorized 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.
4.4
The Owner shall furnish available surveys describing 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 pertaining to existing buildings, other
improvements and trees; and information concerning available utility services and lines, both
public and private, above and below grade, including inverts and depths. All the information on
the survey shall be referenced to a Project benchmark.
4.5
The Owner shall furnish the services of geotechnical engineers when such services are
requested by the Architect. Such services may include but are not limited to test borings, test
pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials,
ground corrosion and resistivity tests, including necessary operations for anticipating subsoil
conditions, with reports and appropriate professional recommendations.
4.5.1
The Owner shall furnish the services of other consultants when such services are
reasonably required by the scope of the Project and are requested by the Architect.
4.6
The Owner shall furnish structural, mechanical, chemical, air and water pollution tests,
tests for hazardous materials, and other laboratory and environmental tests, inspections and
reports required by law or the Contract Documents.
4.7
The Owner shall furnish all 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 Applications for Payment or to ascertain how or for what purposes the
Contractor has used the money paid by or on behalf of the Owner.
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4.8
The services, information, surveys and reports required by Paragraphs 4.5 through 4.8
shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the
accuracy and completeness thereof.
4.9
Prompt written notice shall be given by the Owner to the Architect if the Owner becomes
aware of any fault or defect in the Project or nonconformance with the Contract Documents.
4.10 The proposed language of certificates or certifications requested of the architect or
Architect's consultants shall be submitted to the Architect 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.
ARTICLE 5
CONSTRUCTION COST
5.1
DEFINITION
5.1.1 The Construction Cost shall be the total cost or estimated cost to the Owner of all
elements of the Project designed or specified by the Architect.
5.1.2 The Construction Cost 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, plus a reasonable allowance for the Contractor's 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 during construction.
5.1.3 Construction Cost does not include the compensation of the Architect and Architect's
consultants, the costs of the land, rights-of-way, financing or other costs which are the
responsibility of the Owner as provided in Article 4.
5.1.4 Construction costs for project is hereby established as pursuant to Contractor’s Proposal, a
copy of which is attached hereto as Exhibit “B” and incorporated herein by reference.
5.2
RESPONSIBILITY FOR CONSTRUCTION COST
5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost
and detailed estimates of Construction Cost, if any, prepared by the Architect, represent the
Architect's best 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
Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by
the Architect.
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5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement
by the furnishing, proposal or establishment of a Project budget, unless such fixed limit has been
agreed upon in writing and signed by the parties hereto. If such a fixed limit has been
established, 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 to adjust the
Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an
increase in the Contract Sum occurring after execution of the Contract for Construction.
5.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after the architect
submits the Construction Documents to the Owner, any Project budget or fixed limit of
Construction Cost shall be adjusted to reflect changes in the general level of prices in the
construction industry between the date of submission of the Construction Documents to the
Owner and the date on which proposals are sought.
5.2.4
If a fixed limit of Construction Cost (adjusted as provided in Subparagraph 5.2.3) is
exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall:
.1
.2
.3
.4
give written approval of an increase in such fixed limit;
authorize rebidding or renegotiating of the Project within a reasonable time;
if the Project is abandoned, terminate in accordance with Paragraph 8.3; or
cooperate in revising the Project scope and quality as required to reduce the
Construction Cost.
5.2.5 If the Owner chooses to proceed under Clause 5.2.4.4, the Architect, without additional
charge, shall modify the Contract Documents as necessary to comply with the fixed limit, if
established as a condition of this Agreement. The modification of Contract Documents shall be
the limit of the architect's responsibility arising out of the establishment of a fixed limit. The
Architect shall be entitled to compensation in accordance with this Agreement for all services
performed whether or not the Construction Phase is commenced.
ARTICLE 6
USE OF ARCHITECT'S DRAWINGS,
SPECIFICATIONS AND OTHER DOCUMENTS
6.1
The Drawings, Specifications and other documents prepared by the Architect for this
Project are instruments of the Architect's service for use solely with respect to this Project and,
unless otherwise provided, the architect shall be deemed the author of these documents and shall
retain all common law, statutory and other reserved rights, including the copyright. The Owner
shall be permitted to retain copies, including reproducible copies, of the architect's Drawings,
Specifications and other documents for information and reference in connection with the
Owner's use and occupancy of the Project. The Owner reserves the right of ownership of the
Architect's Drawings, Specifications or other documents for future additions, renovations, etc. to
this Project or for completion of this Project by others.
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14
6.2
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's reserved rights.
6.3. The Architect shall provide to the owner a set of CADD Discs of all drawings associated
with the project in the form of AUTOCADD 2009 for Windows, file format, for use as described
in 6.1.
ARTICLE 7
ARBITRATION
7.1
Claims, disputes or other matters in question between the parties to this Agreement
arising out of or relating to this Agreement or breach thereof shall be subject to and decided by
arbitration in accordance with the Construction Industry Arbitration Rules of the American
Arbitration Association currently in effect unless the parties mutually agree otherwise.
7.2
Demand for arbitration shall be filed in writing with the other party to this Agreement
and with the American Arbitration Association. A demand for arbitration shall be made within a
reasonable time after the claim, dispute or other matter in question has arisen. In no event shall
the demand for arbitration be made after the date when institution of legal or equitable
proceedings based on such claim, dispute or other matter in question would be barred by the
applicable statutes of limitations.
7.3
No arbitration arising out of or relating to this Agreement shall include, or consolidation,
joinder or in any other manner, an additional person or entity not a part to this Agreement, except
by written consent containing a specific reference to this Agreement signed by the Owner,
Architect, and any other person or entity sought to be joined. Consent to arbitration involving an
additional person or entity shall not constitute consent to arbitration of any claim, dispute or
other matter in question not described in the written consent or with a person or entity not named
or described therein. The foregoing agreement to arbitrate and other agreements to arbitrate with
an additional person or entity duly consented to by the parties to this Agreement shall be
specifically enforceable in accordance with applicable law in any court having jurisdiction
thereof.
7.4
The award rendered by the arbitrator or arbitrators shall be final, and judgment may be
entered upon it in accordance with applicable law in any court having jurisdiction thereof.
ARTICLE 8
TERMINATION, SUSPENSION OR ABANDONMENT
8.1
This Agreement may be terminated by either party upon thirty (30) 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.
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15
8.2
Owner may terminate this Agreement for convenience on thirty (30) calendar days
written notice to Architect.
8.3
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.
ARTICLE 9
PAYMENTS TO THE ARCHITECT
9.1
DIRECT PERSONNEL EXPENSE
9.1.1 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel
engaged on the Project and the portion of the cost of their mandatory and customary
contributions and benefits related thereto, such as employment taxes and other statutory
employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions
and benefits.
9.2
REIMBURSABLE EXPENSES - (See Exhibit “C”, attached hereto and incorporated
herein by reference)
9.2.1
Reimbursable Expenses are in addition to compensation for Basic and Additional
Services and include expenses incurred by the Architect and Architect's employees and
consultants in the interest of the Project, as identified in the following Clauses.
9.2.1.1 Fees paid for securing approval of authorities having jurisdiction over the Project.
9.2.1.2 Expense of reproductions, postage and handling of Drawings, Specifications and other
documents.
9.2.1.3 Expense of renderings, models and mock-ups requested by the Owner.
9.2.1.4 Reimbursable expenses shall be limited to not more than 10% of the total of basic and
additional services costs.
9.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES
9.3.1 Subsequent payments for Basic Services shall be made monthly and, where applicable,
shall be in proportion to services performed within each phase of service, on the basis set forth in
Exhibit “C”.
9.3.2 If and to the extent that the time initially established in Subparagraph 10.3.1 of this
Agreement is exceeded or extended through no fault of the Architect, compensation for any
services rendered during the additional period of time shall be computed in the manner set forth
in Exhibit “C”.
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16
9.4
PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES
9.4.1
Payments on account of the Architect's Additional Services and for Reimbursable
Expenses shall be made monthly upon presentation of the architect's statement of services
rendered or expenses incurred as per the “invoice format” set forth on Exhibit “D” attached
hereto and incorporated herein. Failure to use this format shall be cause to return invoice for
improper submission.
9.5
PAYMENTS WITHHELD
9.5.1 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 is at fault.
9.5.2 Deductions shall be made from the Architect’s compensation on account of the cost of
changes in the Work which the Architect is responsible for errors and/or omissions in the
contract documents. Determination of errors and/or omissions on the part of the Architect or
consultants hired by the Architect shall be made in the following manner: A change order review
panel consisting of one representative from the owner, architect and contractor shall review all
requests for additional cost associated with changes in the Work. Changes shall be classified as
1. Owner Requested, 2. Agency Mandated, 3. Hidden Conditions, 4. Errors and/or Omissions on
the part of the Architects or Consultants hired by the Architects, 5. Errors and/or Omissions on
the part of the General Contractor or Subcontractors hired by the General Contractor.
Owner Requested shall be defined as changes in the scope of work requested by the Owner
resulting in additional cost not identified in authorized in the General Contractors allowances
and/or contingencies and for which the architect shall be compensated.
Agency Mandated shall be defined as any changes in the scope of Work, resulting in additional
cost, as mandated by the Agency for Health Care Administration, and/or local building
department, and/or other authorities having jurisdiction and for which the architect shall be
compensated.
In the event that the Architect or Engineer fails to address established Code requirements in the
Construction Documents, the Architect or Engineer shall be monetarily responsible for a portion
of any costs incurred by the Contractor.
Hidden Conditions shall be defined as those conditions uncovered in the scope of construction
Work, resulting in additional cost, which could not have been detected by due diligence during
field investigation by the Architect or Consultants hired by the Architect, or by the review of
existing as-built or record drawings available by request from the Owner and for which the
architect shall be compensated.
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17
In the event that the Architect or Engineer fails to document “visible” existing conditions and
account for same in the Construction Documents, the Architect or Engineer shall be monetarily
responsible for a portion of any costs incurred by the Contractor.
Errors and/or Omissions on the part of the Architect or Consultants hired by the Architect are
defined as errors and/or omission of information, or instructions in the construction documents.
If an error or omissions is discovered, after the construction has begun, and the item can still be
provided in the sequence of construction without premium to the Owner, then the Owner will
pay for this item just as if it had been included in the original documents. If this error or
omission is discovered out of sequence with the construction timetable, then the Architect shall
pay for the premium to have this item corrected or included, while the Owner will pay for the
item as if it has been included in the original documents. If such premium costs fall within 1%
of the defined project construction costs, then such costs shall be the responsibility of the Owner.
Errors and/or Omissions on the part of the General Contractor or Subcontractors hired by the
General Contractor shall be defined as Errors and/or Omissions, resulting in additional cost,
which are determined to be an error and/or omission caused by misinterpretation of construction
documents, errors in takeoff quantities, ignorance of instructions given in the construction
documents, estimating mistakes, or inadequate field investigation.
ARTICLE 10
TIME
10.1
DEFINITIONS
10.1.1 Unless otherwise provided, the Contract Time of the Design Work is the period of time
for completion of the approved Plans and Specification as set forth herein including written
authorized adjustments thereto.
10.1.2 Unless otherwise provided, the Contract Time for Construction of the Work is the
period of time allotted in the Bidding Documents for Substantial Completion of the Work.
10.1.3 The date of Substantial Completion of the Construction or agreed portion thereof is the
date when construction or an agreed upon portion thereof is sufficiently complete so the Owner
can occupy and utilize the Work or agreed portion thereof for its intended use.
10.1.4 The term day as used in the Contract shall mean calendar day unless otherwise
specifically designated.
10.2
PROGRESS, COMPLETION
10.2.1 All time limits stated in the Contract Documents are of the essence of the Contract.
10.2.2 The Architect shall initiate the Design Work within five (5) days after execution of the
Contract and shall complete the Design Work within _____________ days after the date of
execution of the Contract.
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18
10.3
DELAYS AND EXTENSIONS OF TIME
10.3.1 If the Architect is delayed at any time in the progress of the Project by any act or neglect
of the Owner or by any employee of the Owner, or by any separate Contractor employed by the
Owner, or by changes ordered in the Work, or by delay authorized by the Owner pending
arbitration, then the Contract Time shall be extended by written authorization for such reasonable
time as the parties may determine.
10.3.2 Completion of this Project on or ahead of schedule is essential. Requests for extensions
of time as described hereafter must be submitted within the time limits specified and must be
adequately substantiated.
10.3.3 Any claim for extension of time shall be made in writing to the Owner not more than ten
(10) days after the commencement of the delay; otherwise it shall be waived. In the case of a
continuing delay, only one claim is necessary. The Architect shall provide an estimate of the
probable effect of such delay on the progress of the Project.
10.3.4 If no Agreement is made stating the dates upon which interpretations as provided herein
then no claim for delay shall be allowed on account of failure to furnish such interpretations until
fifteen (15) days after written request is made for them, and not then unless such claim is
reasonable.
10.3.5 Paragraph 10.3 does not exclude the recovery of damages for delay by either party under
other provisions of the Contract.
ARTICLE 11
GENERAL TERMS AND CONDITIONS
11.1 Incorporation by Reference.
Architect is required to comply with each and every
term of the Request for Proposal, which is attached hereto as Exhibit “A” and incorporated herein
by reference.
11.2 Advertising. Architect may not identify in its corporate promotional literature and
advertising that it is the Architect for the Project or use photographs and renderings of the
completed Project in such advertising and promotional records without express written consent of
Owner.
11.3 Survival. The provisions of Exhibit “A” titled Warranty and Indemnification, Insurance,
Confidentiality, Attorney’s Fees, and Sections 11.2 of this Agreement shall survive the expiration or
termination of this Agreement.
11.4 Access to Books and Records.
Architect shall comply with all the applicable
requirements of Section 1395x(v)(1)(1) of Title 42 of the United States Code and Regulations duly
promulgated there under, requiring that (a) until the expiration of four (4) years after the furnishing
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19
of services pursuant to this Agreement, Architect shall make available, upon written request by the
United States Secretary of Health and Human Services (the "Secretary") or duly authorized
representatives, a copy of this Agreement and such books, documents and records as are necessary
to certify the nature and extent of the costs of the services provided by Architect under this
Agreement; and (b) in the event Architect carries out any of its duties under this Agreement through
a subcontract, with a value or cost of Ten Thousand Dollars ($10,000) or more over a twelve (12)
months period, with a related organization, such subcontract shall contain a clause to the effect that
until the expiration of four (4) years after the furnishing of such services pursuant to such
subcontract, the related organization shall, upon written request, make available to the Secretary or
Comptroller, or any of their duly authorized representatives, a copy of such subcontract and such
books, documents and records of such organization as are necessary to verify the nature and extent
of such costs.
11.5 Prohibition against Contingent Fees. 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 Architect any
fee, commission, percentage, gift or other consideration contingent upon or resulting from the award
or making of this Agreement. This prohibition is more fully set forth in § 287.055(6), Fla. Stat., as
amended.
11.6 Taxes and Building Permit. Architect shall pay all applicable sales, use and other similar
taxes as required by law. Architect is responsible for reviewing the pertinent federal, state and local
statutes involving sales tax and complying with all requirements. All costs for the Building Permit
shall be paid by the Architect.
11.7 Each Party Represented.
Each party agrees that it has been represented by counsel and
has participated in the negotiation of this Agreement, and this Agreement shall not be construed
against either party on the theory that such party drafted this Agreement.
11.8 Patents, Copyrights, and Royalties. Any and all copyrights accruing under or in
connection with performance under this Agreement are hereby reserved to Owner. Owner will
provide prompt notification of any claim of copyright or patent infringement. Further, if such claim
is made or is pending, Architect may, at its option and expense, procure for Owner, the right to
continue use of, replace, or modify the product to render it non-infringing. If Architect uses any
design, device, or materials covered by letters, patent, or copyright, it is mutually agreed and
understood without exception that the compensation paid pursuant to this Agreement includes all
royalties, or costs arising from the use of such design, device, or material in any way involved in the
work contemplated by this Agreement.
Architect also acknowledges and agrees that all drawings, designs, and other materials
created by Architect and delivered to Owner (collectively, the “Designs”) were developed for the
sole and exclusive use of Owner, which shall be deemed to be the sole and exclusive owner of all
right, title and interest therein, including without limitation, all related copyrights and droit moral.
Architect does hereby sell, grant, convey, assign and set over unto the Owner, on an exclusive basis,
all of Architect’s right, title and interest in and to the Designs, and to all of the assets, properties,
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20
contracts, rights, and obligations relating thereto, including without limitation, copyrights and
renewals and/or extensions thereof, for all territories of the world in perpetuity. Architect agrees that
this sale, grant conveyance, assignment to the Owner shall be effective as of the date of the creation
and/or fixation of the Designs. Architect agrees to execute all additional documents requested by the
Owner to complete or otherwise confirm the transfer of rights in and to the Designs to the Owner.
Architect acknowledges that the Designs may be referred to as “works made for hire” for purposes
of registering the copyrights.
11.9 Rights of Various Interests. Whenever work being done by Owner’s forces is contiguous
to work covered by this Agreement, the respective rights of the various interests involved shall be
established by the Owner’s Contract Administrator to secure the completion of the various portions
of the work in general harmony.
11.10 No Interest. Any monies not paid by Owner when claimed to be due to Architect under this
Agreement shall not be subject to interest. However, the provisions of Section 218.264(4), Florida
Statutes, as such relates to the payment of interest, shall apply to valid and proper invoices.
11.11 All Prior Agreements Superseded. This Agreement incorporates and includes all prior
negotiations, correspondence, conversations, agreements or understandings applicable to the matters
contained herein, and the parties agree that there are no commitments, agreements or understandings
concerning the subject matter of this Agreement that are not contained in this Agreement.
Accordingly it is agreed that no deviation from the terms hereof shall be predicated upon any prior
representations or agreements whether oral or written.
11.12 Waiver of Subrogation. The Owner and Architect waive all rights against each other and
against their contractors and consultants, and their agents and employees, for damages, but only to
the extent covered by insurance current as of the date of this Agreement. The Owner and Architect
each shall require similar waivers from their consultants and agents.
11.13 Gender and Number. All personal pronouns used in this Agreement shall include the
other genders whether used in the masculine, feminine or neuter gender and the singular shall
include the plural whenever and as often as may be appropriate.
11.14 Truth-in-Negotiation Certificate. Signature on this Agreement by Architect shall act as
the execution of a truth-in negotiation certificate stating that wage rates and other factual unit
costs supporting the compensation of the Agreement are accurate, complete, and current at the
time of contracting. The original Contract price and any additions thereto shall be adjusted to
exclude any significant sums by which Owner determines the contract price was increased due to
inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such contract
adjustments shall be made within one (1) year.
11.15 Public Entity Crime Statement. Architect represents that the execution of this
Agreement will not violate Section 287.133(2)(a), F.S., ("Public Entity Crimes Act") which
provides, in part, that a person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid on a contract to provide
any goods or services to Owner, may not submit a bid on a contract with Owner for the
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21
construction or repair of a public building or public work, may not submit bids on leases of real
property to Owner, may not be awarded or perform work as a Architect, supplier, Subcontractor,
or consultant under a contract with Owner, and may not transact business with Owner in excess
of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO
for a period of 36 months from the date of being placed on the convicted vendor list. Violation of
this section by Architect shall result in termination of this Agreement by Owner without penalty.
In addition to the foregoing, Architect further represents that there has been no determination,
based on an audit, that it committed an act defined by Section 287.133 Florida Statutes, as
"public entity crime" and that it has not been formally charged with committing an act defined as
a "public entity crime" regardless of the amount of money involved or whether Architect has
been placed on the convicted vendor list.
11.16 Hazardous Substances. Architect shall notify the Owner of hazardous substances or
conditions not contemplated in the scope of Services of which Architect actually becomes aware.
Upon such notice by Architect, Architect will stop affected portions of its Services. The parties
shall decide if Architect is to proceed with testing and evaluation and may enter into further
agreements as to the additional scope, fee, and terms for such Services.
11.17 Corporate Compliance Program. Architect acknowledges that Owner has adopted a
program to facilitate its compliance with laws and regulations ("Corporate Compliance
Program").
Architect agrees to participate in Owner’s Corporate Compliance Programs, including but not
limited to, adherence to the Code of Conduct and all written codes, policies, procedures and
guidelines of Corporate Compliance Program. Architect further agrees to participate in in-service
compliance education programs. Architect further agrees to contribute to the ongoing compliance
efforts as an integral part of Architect’s duties and responsibilities.
Architect understands that the Corporate Compliance Program will change from time to time and
agrees to comply with the codes, policies and guidelines of the Corporate Compliance Program
as they may be modified in the future.
Architect acknowledges and understands failure to support, adhere to and promote Compliance
Program's Code of Conduct, policies, procedures and guidelines, as well as the failure to
participate in in-service compliance education programs as set forth herein, constitutes a material
breach of this Agreement, and may result in reduction of Architect’s compensation, in other
sanctions and in termination of this Agreement.
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11.18
Arbitration.
11.18.1 Claims, disputes or other matters in question between the parties to this Agreement
arising out of or relating to this Agreement or breach thereof shall be subject to and decided by
arbitration in accordance with the Construction Industry Arbitration Rules of the American
Arbitration Association currently in effect unless the parties mutually agree otherwise.
11.18.2 Demand for arbitration shall be filed in writing with the other party to this Agreement
and with the American Arbitration Association. A demand for arbitration shall be made within a
reasonable time after the claim, dispute or other matter in question has arisen. In no event shall
the demand for arbitration be made after the date when institution of legal or equitable
proceedings based on such claim, dispute or other matter in question would be barred by the
applicable statutes of limitations.
11.18.3 No arbitration arising out of or relating to this Agreement shall include, or
consolidation, joinder or in any other manner, an additional person or entity not a part to this
Agreement, except by written consent containing a specific reference to this Agreement signed
by the Owner, Architect, and any other person or entity sought to be joined. Consent to
arbitration involving an additional person or entity shall not constitute consent to arbitration of
any claim, dispute or other matter in question not described in the written consent or with a
person or entity not named or described therein. The foregoing agreement to arbitrate and other
agreements to arbitrate with an additional person or entity duly consented to by the parties to this
Agreement shall be specifically enforceable in accordance with applicable law in any court
having jurisdiction thereof.
11.18.4 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be
entered upon it in accordance with applicable law in any court having jurisdiction thereof.
ARTICLE 12
GOVERNMENT GRANT PROJECTS
12.1 Since many projects undertaken by the Owner are partially financed through Government
funding, any regulations governing the Architect set forth under these grants must be adhered to.
Therefore, a specific requirement of this Agreement, when Government funded, if set forth in a
Task Order, is for the Architect to take any actions necessary to fulfill these regulations and laws
as herein outlined below:
A.
Civil Rights Requirements - The Architect agrees that he and all Subcontractors
will comply with the following regulations as a condition of this Agreement:
a)
Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000 et
seq., which prohibits discrimination on the basis of race, color, or
national origin.
b)
Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C.
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23
794, which prohibits discrimination on the basis of handicap.
c)
Title IX of the Education Amendments of 1972, as amended, 20 U.S.C.
1681 et seq., which prohibits discrimination on the basis of sex.
d)
The Age Discrimination Act of 1975, as amended, 42 U.S.C. 6101 et
seq., which prohibits discrimination on the basis of age.
e)
Section 654 of the Omnibus Budget Reconciliation Act of 1981, as
amended, 42 U.S.C. 9849, which prohibits discrimination on the basis of
race, creed, color, national origin, sex, handicap, political affiliation or
beliefs.
f)
The Americans with Disabilities Act of 1990, P.L. 101336, which
prohibits discrimination on the basis of disability and requires reasonable
accommodation for persons with disabilities.
g)
All regulations, guidelines and standards as are now or may be lawfully
adopted under the above statutes.
The Architect further assures that all contractors, subcontractors, or others with whom it
arranges to provide services, labor or materials to participants or employees in connection with
any Project are not discriminating against those participants or employees in violation of the
above statutes, regulations, guidelines and standards.
B.
Audit and Records– Owner reserves the right to review and/or audit the records
of Architect related to this Agreement at any time up to a period of four (4)
years after final payment is made. Architect shall maintain all of its records
related to this Agreement for at least four (4) years after the date of substantial
completion of each respective project. Architect shall provide Owner access to
all of Architect’s relevant records during normal business hours within two (2)
business days of request of Owner. For all Task Orders, the Architect agrees:
a)
To maintain financial records and reports relating to funds paid under
this Agreement.
b)
To maintain books, records, documents including electronic storage
media and the evidence and accounting procedures and practices which
sufficiently and properly reflect all direct and indirect costs of any nature
expended in the performance of this Agreement.
c)
These records shall be subject at all times to inspection, review or audit
by Owner or authorized state personnel.
d)
To include these aforementioned audit and record keeping requirements
in all approved subcontracts and assignments.
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24
C.
Retention of Records–For all Task Orders, the Architect agrees to retain all
financial records, supporting documents, statistical records and any other
documents including electronic storage media pertinent to this Agreement, or, if
audit findings have not been resolved at the end of the four (4) year period, the
records shall be retained until resolution of the audit findings. Owner and State
auditors and any persons duly authorized by the department or Owner shall have
full access to, and the right to examine any of the said materials during said
period.
ARTICLE 13
NOTICE
13.1 Notice. All statements, invoices, notices or other communications to be given under the
Agreement shall be in writing and, unless otherwise provided, shall be deemed to have been duly
given when delivered in person or when 3 days after deposited in the U.S. Mail, postage prepaid,
properly addressed, registered or certified mail, return receipt requested, to the address as set forth
below, or to such other address or addresses as may be designated in writing by notice given to the
other party pursuant to this paragraph.
Notice to Architect Related
to the Work:
________________________
________________________
________________________
Invoices and Notice to
Owner Related to the
Work:
________________________
________________________
________________________
With a copy to:
President/CEO
Broward Health
1800 NW 49th Street
Fort Lauderdale, FL 33309
With a copy to:
General Counsel
Broward Health
1800 NW 49th Street
Fort Lauderdale, FL
ARTICLE 14
DISCOUNTS, REBATES, AND REFUNDS
14.1 Cash discounts obtained on payments by the Architect shall accrue to the Owner if (1)
before making the payment, the Architect included them in an Application for Payment and
received payment from the Owner, or (2) the Owner has deposited funds with the Architect with
which to make payments; otherwise, cash discounts shall accrue to the Architect.
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25
14.2 Amounts that accrue to the Owner in accordance with the provisions of Section 14.1 shall
be credited to the Owner as a deduction from the Cost of the Work.
ARTICLE 15
ACCOUNTING RECORDS
15.1 The Architect shall keep, and shall require any Subcontractors compensated under a cost
plus arrangement (including change orders) to keep, full and detailed records and accounts
related to the cost of the Work and exercise such controls as may be necessary for proper
financial management under this Contract and to substantiate all costs incurred. The accounting
and control systems shall be satisfactory to the Owner. The Owner and the Owner’s auditors
shall, during regular business hours and upon reasonable notice, be afforded access to, and shall
be permitted to audit and copy, the Architect’s and any Subcontractor’s records and accounts,
including complete documentation supporting accounting entries, books correspondence,
instructions, drawings, receipts, subcontracts, Subcontractor’s proposals, purchase orders,
vouchers, memoranda and other data relating to this Contract. The Architect shall preserve these
records for a period of three years after final payment, or for such longer period as may be
required by law.
(REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
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26
This Agreement entered into as of the day and year first written above.
OWNER
North Broward Hospital District
d/b/a Broward Health
ARCHITECT
____________________, a _________
corporation
______________________________
Dr. Nabil El Sanadi, President/CEO
________________________________
______________________________
(Date)
________________________________
(Date)
Reviewed & Approved for Execution:
________________________________
(Corporate Secretary)
______________________________
Richard A. Polemeni, Director
Design & Construction
______________________________
(Date)
________________________________
(Date)
Reviewed & Recommended for Execution
North Broward Hospital District d/b/a
Broward Health Coral Springs
___________________________________
By: Drew Grossman, CEO
___________________________________
(Date)
Approved as to Legal Form:
______________________________
General Counsel
North Broward Hospital District
Date:_______________________________
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27
EXHIBIT “A”
RFP
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28
EXHIBIT “B”
Architect’s Proposal
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29
EXHIBIT “C”
COMPENSATION
BASIS OF COMPENSATION
The Owner shall compensate the Architect as follows:
1.
BASIC COMPENSATION
1.1.1
For Basic Services as described in Article 2 of the Agreement, and any other services
included as part of Basic Services, Basic Compensation shall be computed as follows:
(See Item 1.1.3 for breakdown.)
1.1.2 Where compensation is based on a stipulated sum or percentage of Construction Cost,
progress payments for Basic Services in each phase shall total the following percentages of the
total Basic Compensation payable:
_________________________________________________________
($__________) (see Architect’s Proposal)
Schematic Design Phase:
Design Development Phase
Construction Documents Phase:
Bidding or Negotiation Phase:
Construction Phase:
Amount
$
$
$
$
$
% of Total Fee
percent ( 15%)
percent ( 20%)
percent ( 40%)
percent ( 5%)
percent ( 20%)
-------------------------------------------------------------------------------------------------------------------Total Basic Compensation:
$
one hundred percent (100%)
1.2 COMPENSATION FOR ADDITIONAL SERVICES
1.2.1 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described in
Paragraph 3.2 of the Agreement, compensation shall be computed in accordance with the hourly
rates set forth in Item 1.2.2.
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1.2.2 FOR ADDITIONAL SERVICES OF THE ARCHITECT, provided under Articles 3 of
the Agreement, compensation shall be computed in accordance with the following hourly rates:
Principal
Project Principal
Project Manager
Project Architect
Specification Writer
Field Representative
Interior Designer
CADD Technician
Clerical
$
$
$
$
$
$
$
$
$
1.2.3 FOR ADDITIONAL SERVICES OF CONSULTANTS, including additional structural,
mechanical and electrical engineering services, or identified as part of Additional Services, a
multiple of one point zero (1.0) times the amounts billed to the Architect for such services.
1.3
REIMBURSABLE EXPENSES
1.3.1
FOR REIMBURSABLE EXPENSES, a multiple of one point two (1.0) times the
expenses incurred by the Architect, the Architect's employees and consultants in the interest of
the Project - not to exceed 10% of total basic services fee.
1.4 ADDITIONAL PROVISIONS
1.4.1 IF THE BASIC SERVICES covered by this Agreement have not been completed by
__________________, 20___, through no fault of the Architect, extension of the Architect's
services beyond that time shall be compensated as provided in 1.2.2.
1.4.2 Payments are due and payable thirty (30) days from the date of the Architect's invoice.
Amounts unpaid sixty (60) days after the invoice date shall bear interest at the rate entered
below, or in the absence thereof at the legal rate prevailing from time to time at the principal
place of business of the Owner.
{00059193.1 353-9010576 }
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EXHIBIT “D”
INVOICE FORMAT
COMPANY NAME
ADDRESS
CITY, STATE
PHONE #
INVOICE # (Your Company’s #)
Facility:
Project:
P.O. #:
A.
Tracking pay # (Inv. # for this Project)
CONTRACT APPROVED FEE:
$
Completed ______% to date
Previously invoiced
$
Previously paid
$
Owed to date
$
This Invoice
$
Amount remaining in fee
$
B.
APPROVED ADDITIONAL SERVICES
(See attached Description)
$
Completed _______% to date
Previously invoiced
$
Previously paid
$
Owed to date
$
This Invoice
$
Amount remaining in fee
$
TOTAL DUE THIS INVOICE
$
{00059193.1 353-9010576 }
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