agreement between designing architect · 1.2 design development phase 1.2.1 based on the approved...

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AGREEMENT BETWEEN DESIGNING ARCHITECT

AND THE DISTRICT BOARD OF TRUSTEES

OF PALM BEACH STATE COLLEGE

THIS AGREEMENT, is made and entered into this ____ day of _____________, _____ between

the DISTRICT BOARD OF TRUSTEES OF PALM BEACH STATE COLLEGE, 4200 Congress

Avenue, Lake Worth, Florida 33461, (hereinafter “Owner”) and__________________________

_______________________________________________________________________________

(hereinafter “Architect”).

For and in consideration of the mutual promises and covenants set forth herein, and for other good

and valuable consideration, the receipt and sufficiency of which is herein acknowledged, the Owner

and the Architect agree as follows:

ARTICLE 1

SERVICES AND RESPONSIBILITIES OF THE ARCHITECT

The services required under this Agreement are for, and they relate to, a project identified as

______________________________________________________________________________

(hereinafter “the Project”).

The Basic Services of the Architect consist of all services described in Paragraphs 1.1 through 1.3

of Article 1 of this Agreement and include, but are not limited to, normal and necessary structural,

mechanical and electrical engineering services and any other services enumerated as Basic Services

in Article 14 of this Agreement.

In furnishing the Basic Services, and in furnishing all other services required by this Agreement, the

Architect shall comply with all directives, memoranda and instructions issued by the Owner, and,

where appropriate, same shall be incorporated into the Project design. The Architect shall further

comply with all requirements of law and all applicable rules and regulations, including but not

limited to, the District Board of Trustees’ policies and the latest version of SREF State Board of

Education Regulations.

Acceptance and execution of this agreement by the Architect is an acknowledgment that the

Architect is familiar with the project, its scope, site conditions, and the Owner’s intended outcome.

All professional consulting engineers retained by the Architect shall be registered in the State of

Florida, and acceptable to the Owner. Said consulting engineers shall be agents of the Architect for

the necessary structural, air conditioning, civil, mechanical and electrical portions of the Project.

The Architect shall require consulting engineer participation in necessary phases of the Architect’s

services and shall require consulting engineers to be professionally responsible for engineering

services they provide. The Architect shall specifically require the consulting engineers to visit and

inspect the work under construction at intervals appropriate to the stage of construction to determine

whether the work relating to his professional responsibilities is proceeding in accordance with the

Contract Documents.


The Architect shall record minutes and notes from any and all meetings, and conferences related in

any manner to the Project, and said minutes and notes shall be distributed to all interested parties in

attendance at any said meeting or conference.

1.1 SCHEMATIC DESIGN PHASE

1.1.1 The Architect shall review the program furnished by the Owner to ascertain the

requirements of the Project and shall review the understanding of such requirements with the Owner.

1.1.2 The Architect shall provide a preliminary evaluation of the program and the Project

budget requirements, each in terms of the other, subject to the limitations set forth in Subparagraph

3.2.1.

1.1.3 The Architect shall review with the Owner alternative approaches to design and

construction of the project.

1.1.4 Based on the mutually agreed upon program and Project 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 as

required by the Owner and/or the latest version of SREF State Board of Education Regulations.

1.1.5 The Architect shall submit to the Owner a Statement of Probable Construction Cost based

on current area, volume or other unit costs. Alternately, if a Construction Manager has been hired

for the Project, the Architect will review the Statement of Probable Cost as prepared by the

Construction Manager.

1.1.6 As requested, the Architect shall submit samples of materials to Owner for review prior

to inclusion in specification documents.

1.1.7 The Architect shall submit outline specifications for review by the Owner and as required

by the latest version of SREF.

1.1.8 The Architect shall submit a proposed time schedule for both design and construction

phases to be reviewed and approved by the Owner.

1.1.9 The Architect shall provide three (3) sets of plans and outline specifications to the Owner,

for the Owner’s review and approval.

1.2 DESIGN DEVELOPMENT PHASE

1.2.1 Based on the approved Schematic Design Documents and any adjustments authorized by

the Owner in the program or Project budget, the Architect shall prepare, for approval by the Owner,

Design Development Documents consisting of drawings and other documents to fix and describe

the size and character of the entire Project as to architectural, structural, mechanical and electrical

systems, materials and such other elements as are required by the Owner and/or by the latest version

of SREF.


1.2.2 The Architect shall submit to the Owner a further Statement of Probable Construction

Cost.

1.2.3 The Architect shall coordinate with other agencies including but not limited to water,

sewer, power, telephone, drainage, fire and police protection and traffic as may be applicable in

order to meet the Owners design objective.

1.2.4 The Architect shall provide three (3) complete sets of Design Development Documents

for approval and review by the Owner and to other appropriate agencies according to applicable state

and local law.

1.3 CONSTRUCTION DOCUMENTS PHASE

1.3.1 Based on the approved Design Development Documents and any further adjustments in

the scope or quality of the Project or in the Project 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. The

Architect shall suggest the duration of the construction contract as required by the provisions of the

latest version of SREF. In projects employing a Construction Manager, the actual duration of the

construction shall be determined by the Construction Manager. The Architect acknowledges and

agrees, however, that approval by the Owner or the State Department of Education of the

Construction Documents, Schematic Design Development Documents, and/or Design Development

Documents in no manner whatsoever relieves the Architect of responsibility for that degree of

adequacy, fitness, completeness, suitability, and correctness of architecting design as would be

consistent with the care and skill exercised by design professionals practicing under similar

circumstances.

1.3.2 If the Project is to be hard-bid, the Architect shall assist the Owner in the preparation of

the necessary bidding information, bidding forms, the Conditions of the Contract, and the form of

Agreement between the Owner and the Contractor.

1.3.3 The Architect shall advise the Owner of any adjustments to previous Statements of

Probable Construction Cost indicated by changes in requirements or general market conditions.

Alternately, if a Construction Manager has been hired for the Project, the Architect will review the

Statement of Probable Construction Cost as prepared by the Construction Manager.

1.3.4 The Architect on the Owner’s behalf shall be responsible for filing documents required

for the approval of governmental authorities having jurisdiction over the Project as may be

applicable.

1.3.5 The Architect shall submit signed and sealed copies of completed construction documents

for the approval of the Owner, and other governmental agencies having jurisdiction over the Project.

Submittal to the State Department of Education shall be pursuant to the requirements confirmed in

the latest version of SREF, if required.


1.3.6 The Architect shall provide six (6) final sets of full sized construction drawings and

specifications for review and approval by the Owner and to other appropriate agencies according to

applicable state and local law.

1.4 ENUMERATION OF AGREEMENT

1.4.1 This Agreement represents the entire and integrated agreement between the Owner and

the Architect and supersedes all prior negotiations, representations or agreements, either written or

oral. This Agreement may be amended only by written instrument signed by both Owner and

Architect. This Agreement is also comprised of:

1.4.1.1 Owner’s Initial Information document dated [enter date];

1.4.1.2 Other documents to be incorporated into this agreement are as follows:

1.4.1.2.1 [List other documents, if any, forming part of this Agreement]

1.4.1.3 Special terms and conditions that form part of this Agreement are as follows:

1.4.1.3.1 [List special terms and conditions]

1.4.2 By executing this Agreement the Architect represents, acknowledges, and agrees that the

Agreement incorporates all of the requirements of the documents and items enumerated above and

agrees to be bound by the same.

1.5 PROJECT TEAM

1.5.1 The Owner’s Project Manager (respective to the phase of the Project) is authorized to act

on the Owner’s behalf. The Owner or the Owner’s Project Manager shall render decisions in a

timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the

Architect’s services.

1.5.2 The Agency may be comprised of multiple groups or individuals. The Architect shall be

aware that the Agency is not able to bind the Owner and shall communicate and coordinate with the

Owner’s Project Manager in all instances regarding the Project, Initial Information, Project Program,

Project Schedule, Project Budget, transfers of information, scheduling meetings, and any Agency

requests.

1.5.3 The Architect/ shall communicate with the Agency through the Owner’s Project Manager

unless given permission by the Project Manager to communicate and coordinate directly with the

Agency.


1.5.4 The Architect representative shall be as defined in the Initial Information document. The

Architect Designated Representative shall be authorized to act on the Architect’s behalf with respect

to the Project and to bind the Architect and the Architect’s consultants.

1.6 GENERAL TERMS AND CONDITIONS

1.6.1 The Owner and Architect shall cooperate with one another to fulfill their respective

obligations under this Agreement. Both parties shall endeavor to maintain professional working

relationships among all members of the Project Team.

1.6.2 Licensing Requirements. By signature on this Agreement, the declaration is made that

the Architect is professionally qualified, registered, and licensed to practice in the State of Florida.

In accordance with Florida law, the Architect shall stamp and sign the Contract Documents

(drawings and specifications) accordingly.

1.6.3 The Architect shall be responsible for the professional quality, technical accuracy, and

coordination of all concepts, reports, designs, drawings, specifications, and other services furnished

under this Agreement. The Architect shall, without additional compensation, correct or revise any

errors, deficiencies, or omissions in concepts, reports, designs, drawings, specifications, estimates,

and other services.

1.6.4 Neither the Owner’s review, approval or acceptance of, nor payment for, the services

required under this Agreement shall be construed to operate as a waiver of any rights under this

Agreement or of any cause of action arising out of the performance of services under this Agreement,

and the Architect shall be and remain liable to the Owner in accordance with applicable law for all

costs and damages to the Owner caused by the Architect’s negligent performance of any of the

services furnished under this Agreement.

1.6.5 Rights & Remedies. The rights and remedies of the Owner allowed by law are in addition

to any rights and remedies provided in this Agreement.

1.6.6 Relationship. The relationship of the Architect to the Owner under this Agreement is that

of an Independent Contractor. The Architect (and the Architect’s consultants) is not an employee of

the Owner, is not carrying out the regular business of the Owner, and is not subject to the same

employment regulations as applicable to employees of the Owner. Each of the parties will be solely

and entirely responsible for their own acts and the acts of their employees. No benefits, special

considerations, or employer/employee-type provisions are provided by the Owner to the Architect,

the Architect’s employees, or the Architect’s consultants, or the consultants’ employees.

1.6.7 Successors and Assigns. The Owner and the Architect each bind themselves, their

partners, successors, legal representatives, and assigns to the other party to this Agreement and to

the partners, successors, legal representatives and assigns of such other party in respect to all

covenants of this Agreement. Neither the Owner nor the Architect shall assign or transfer its interest

in this Agreement without written consent of the other.


1.7 RECORDS AND DOCUMENTATION:

1.7.1 The Architect and the Architect’s consultants shall be aware that all documentation,

including electronic correspondence, in the Owner’s possession are public records and the Owner is

obligated to make all such records available upon request to any party or individual unless such

records are exempt under Florida Statute.

1.7.2 The Owner shall have access to all records, documents, correspondence, and files of the

Architect, its employees, engineers, and consultants pertaining to the Project. This access shall be

continuing and survive Final Acceptance of the Project or the termination of this Agreement for

either cause or convenience. Such records shall be kept in a generally recognized format for a period

of three (3) years or as otherwise required by the law of Florida Statute from the effective date of

termination of this Agreement or Final Acceptance of the Project by the Owner. All records shall

be available to the Owner, other agencies and entities which regulate the Owner.

1.7.3 The Architect warrants that he has not employed or retained any person, partnership, or

corporation, other than a bona fide employee or principal owner working for the Architect to solicit

or acquire the Project described in this Agreement.

1.7.4 Nothing contained in this Agreement shall create a contractual relationship with or a cause

of action in favor of a third party against either the Owner or Architect except as provided in the

”Dispute Resolution” article of this Agreement.

1.8 BIDDING OR NEGOTIATION PHASE

1.8.1 When Project is to be hard-bid, the Architect, following the Owner’s approval of the

Construction Documents and of the latest Statement of Probable Construction Cost, shall assist the

Owner in obtaining bids or negotiated proposals, and assist in awarding and preparing contracts for

construction as set forth in the bid specifications and instructions to bidders.

1.9 CONSTRUCTION PHASE-ADMINISTRATION OF THE CONSTRUCTION

CONTRACT

1.9.1 The Construction Phase will commence with the award of the Contract for Construction

or the actual start of construction and, together with the Architect’s obligation to provide Basic

Services under this Agreement, will terminate when final payment to the Contractor is due, and all

requirements of this section have been completed.

1.9.2 Unless otherwise provided in this Agreement and incorporated in the Contract

Documents, the Architect shall provide administration of the Contract for Construction as set forth

below and in the General Conditions, Specifications and Contract Documents. Should any of the

provisions set forth herein be in conflict with said General Conditions, Specifications or Contract

Documents, the provisions set forth herein shall prevail.

1.9.3 The Architect shall be a Consultant to the Owner during the construction and shall advise

and consult with the Owner as appropriate. Instructions to the Contractor or Construction Manager

shall be approved by Owner and forwarded through the Architect to the Contractor. The Architect


shall be obligated, to act in the best interest of and properly advise the Owner to the extent provided

herein and in the Contract Documents unless otherwise modified by the written instrument in

accordance with Subparagraph 1.9.15. At the time this Agreement is executed, the Architect shall

designate in writing to the Owner the name of one employee or principal of the Architect who is

authorized to act, and who will act, as the Architect’s representative with respect to any and all

communications by and between the Architect and the Owner. The Architect further agrees to

furnish to the Owner, at the Owner’s request, true and correct copies of any and all written

communications by and between the Architect and the Contractor as well as any and all other

documents and things in possession or control of the Architect which in any manner relate to the

Project.

1.9.4 The Architect shall inspect the site at intervals appropriate to the stage of construction to

become familiar with the progress and quality of the Work and to determine if the Work is generally

proceeding in accordance with the Contract Documents. The Architect shall keep the Owner

informed of the progress of the Work, and shall take reasonable steps to protect the Owner against

defects and deficiencies in the Work.

1.9.5 The Architect shall not have control or charge of and shall not be responsible for

construction means, methods, techniques, sequences or procedures, or for safety precautions and

programs in connection with the Contractor, Construction Manager, or Subcontractors.

1.9.6 The Architect shall at all times have access to the Work wherever it is in preparation or

progress.

1.9.7 Before issuance of the initial Certificate for Payment, as provided hereinafter, the

Architect shall have reviewed and approved for reasonableness the Contractor’s or Construction

Manager’s Schedule of Values. Such approval shall constitute a certification by the Architect that,

to the best of its information, knowledge, and belief, he has reviewed and considered the Schedule

of Values, has found the Schedule of Values to be in adequate detail to give this certification, that

the values allocated by the Contractor or Construction Manager to the various portions of the Work

are, or reasonably appear to be, accurate and balanced in relation to each other. The Architect shall

determine the amounts owing to the Contractor or Construction Manager based on inspections at the

site, on evaluations of the Contractor’s or Construction Manager’s Applications for Payment in light

of the quality, quantity and timeliness of his performance and as measured against the approved

Schedule of Values, and on any other relevant facts or circumstances known to the Architect, and

shall issue Certifications for Payment in such amounts, as provided in the Contract Documents.

1.9.8 The issuance of a Certificate for Payment shall constitute a representation by the Architect

to the Owner, based upon the criteria set forth in Subparagraph 1.9.7, that to the best of its

information, knowledge, and belief, the Work has progressed to the point indicated; that the quality

of the Work is in accordance with the Contract Documents (subject to any specific qualifications

stated in the Certificate for Payment); and that the Contractor or Construction Manager is entitled to

payment in the amounts certified.

1.9.9 The Architect shall be the interpreter of the performance requirements of the Contract

Documents and the judge of the performance thereunder by the Contractor and shall recommend to

the Owner corrective action. The Architect shall render written or graphic interpretations necessary


for the proper execution or progress of the Work with reasonable promptness on written requests of

either the Owner or the Contractor, and shall render written decisions, within a reasonable time so

as to not delay the work, on all claims, disputes and other matters in question between the Owner

and the Contractor relating to the execution, or progress of the Work.

1.9.10 The Owner’s decisions in matters relating to artistic effect shall be final if consistent with

the intent of the Contract Documents.

1.9.11 The Architect shall have authority to reject Work which does not conform to the Contract

Documents, and absent clear and compelling reasons or the Owner’s written consent not to do so,

will reject such nonconforming Work if known to the Architect. The Architect will have the further

authority to require special inspection or testing of the Work in accordance with the provisions of

the Contract Documents, whether or not such Work be then fabricated, installed or completed.

1.9.12 The Architect shall review and approve or take other appropriate action upon the

Contractor’s submittals such as Shop Drawings, Product Data and Samples, but only for

conformance with the design concept of the Work and with the information given in the Contract

Documents and not approval of ultimate product or design capabilities. Such action shall be taken

with reasonable promptness so as to cause no delay. The Architect’s approval of a specific item

shall not indicate approval of an assembly of which the item is a component.

1.9.13 The Architect shall prepare Change Orders for the Owner’s approval and execution in

accordance with the Contract Documents, and with the Owner’s written approval, shall have

authority to order 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.

1.9.14 The Architect and his consulting engineers shall conduct at least one inspection per

month, as appropriate, for each of the following disciplines for the project: architectural, civil,

mechanical, HVAC, structural and electrical fire safety, and prepare punch lists. During critical

phases of construction, additional inspections by the Architect and consulting engineer will be

expected. The inspections shall be made at intervals appropriate to the stage of construction to

determine that the construction is being completed in accordance with the Contract Documents.

1.9.14(a) Definition of “inspect” and “inspection”: As used herein, the terms “inspect” and

“inspection” shall refer to visual observations of construction by the Architect or consulting engineer

in order to determine whether the Work is generally proceeding in accordance with the Contract

Documents.

1.9.15 The extent of the duties, responsibilities and limitations of authority of the Architect as

the Owner’s representative during construction shall not be modified or extended without written

consent of the Owner and the Architect.

1.9.16 The Architect shall also have authority to require the Contractor to stop work whenever,

in his reasonable opinion, it may be necessary for the proper performance of the contract. In the

event the Architect stops the Work and is incorrect in doing so, the Architect shall bear the extra

cost incurred for work stoppage. However, neither this authority nor a decision made to exercise or

not exercise such authority shall give rise to a duty or responsibility of the Architect to the


Contractor, Subcontractors, material and equipment suppliers, or other persons or entities

performing portions of the Work.

1.9.17 The Architect shall determine the dates of substantial and final completion. In

conjunction with input from the Contractor or the Construction Manager, the Consulting Engineers

and the Owner’s representative, the Architect shall conduct an inspection at the point of substantial

completion and prepare a punch list identifying any and all items in variance with the requirements

of the construction documents and typical standards of the construction industry. The Architect shall

perform a final inspection to verify that all of the items listed on the punch list have been completed

in a satisfactory manner. The Architect shall, upon final completion of the Project, including

correction of the discrepancies on the punch list, prepare a Certificate of Final Inspection and submit

same to the Owner. The Architect shall furnish to the Owner a Certificate of Final Inspection (State

Department of Education OEF Form 209) and such other Certificates as may be required by laws

and regulations and the Contract Documents.

1.9.18 The Architect shall, during the course of construction, submit Progress Reports to the

Owner or its designated representative at least every two (2) weeks. These reports shall state the

progress of the job and whether or not, to the best of the Architect’s knowledge, construction is being

accomplished in accordance with the Contract Documents. Modifications to drawings which shall

be reflected in final “as-built drawings” shall be entered weekly during the course of construction

and shall be reviewed by the Project Architect.

1.9.19 The Architect shall, at final completion of the Project, certify that, to the best of his

knowledge, the project has been constructed in accordance with the Contract Documents, the latest

version of SREF and FS1013. Certification to the same conditions will be required by the Structural,

Civil, Electrical, and Mechanical Engineers.

1.9.20 The Architect shall accompany the Owner’s representative on an inspection of the Project

at a date not less than thirty (30) days prior to the date of expiration of the Contractor’s one-year

guarantee, for the purpose of preparing a list of deficiencies that the Contractor is to correct under

the conditions of the warranty and guarantees, and to conduct a post occupancy evaluation of the

project.

1.9.21 The Architect shall, at the completion of the Project, prepare and furnish to the Owner,

one (1) set of as-built prints (record drawings) and one (1) CAD disc(s) containing as-built drawings

showing significant changes in the project work made during construction based on marked-up

prints, drawings and other data furnished by the Contractor or Construction Manager to the

Architect. Significant changes and modifications to the project work recorded by the Contractor or

Construction Manager on marked-up prints, drawings and other data shall be kept current by the

Contractor or Construction Manager and shall be reviewed by the Architect weekly during the

Construction Phase. The Architect will provide the Owner with one (1) copy of 11” x 17” size floor

plans for each floor of the building showing room numbers and copies of CAD discs showing final

documents including utilities and all services in Drawing (DWG) format.


1.10 PROJECT REPRESENTATION BEYOND BASIC SERVICES

1.10.1 If the Owner and Architect agree that more extensive representation at the site than is

described in Paragraph 1.5 shall be provided, the Architect shall provide one or more Project

Representatives to assist the Architect in carrying out such responsibilities at the site.

1.10.2 Such Project Representatives shall be selected, employed and directed by the Architect,

and the Architect shall be compensated therefore as mutually agreed between the Owner and the

Architect as set forth in a future addendum to this Agreement, which shall describe the duties,

responsibilities and limitation of authority of such Project Representatives.

1.11 ADDITIONAL SERVICES

The following services are not included in Basic Services unless so identified in Article 14. They

shall be provided if authorized or confirmed in writing by the Owner, and they shall be paid for by

the Owner as provided in this Agreement, in addition to the compensation for Basic Services.

1.11.1 Providing analysis of the Owner’s needs, and programming the requirements of the

Project.

1.11.2 Providing financial feasibility or other special studies for work beyond the scope of work

noted in this agreement.

1.11.3 Providing planning surveys, site evaluations, environmental studies or comparative

studies of prospective sites, and preparing special surveys, and studies.

1.11.4 Providing services relative to future facilities, systems and equipment which are not

intended to be constructed as part of the Project; provided, however, that nothing contained in this

Subparagraph shall in any way negate the Architect’s responsibility, where applicable, for design

suitable for anticipated expansion, modernization or change.

1.11.5 Providing services to investigate existing conditions or facilities or to make measured

drawings thereof, or to verify the accuracy of drawings or other information furnished by the Owner.

1.11.6 Preparing documents of alternate, separate or sequential bids or providing extra services

in connection with bidding, negotiation or construction prior to the completion of the Construction

Documents Phase, when requested by the Owner.

1.11.7 Providing services in connection with the Work of multiple Construction Managers.

1.11.8 Providing Detailed Estimates of Construction Cost analysis of owning and operating

costs, or detailed quantity surveys or inventories of material, equipment and labor.

1.11.9 Providing interior design and other similar services required for or in connection with the

selection, procurement or installation of furniture, furnishings and related equipment.

1.11.10 Providing services for planning temporary rental spaces during construction.


1.11.11 Making revisions in Drawings, Specifications or other documents when such revisions

are inconsistent with written approvals or instructions previously given, are required by the

enactment or revision of codes, laws or regulations subsequent to the preparation of such documents

or are due to other causes not within the control of the Architect.

1.11.12 Preparing Drawings, Specifications and supporting data and providing other services in

connection with Change Orders to the extent that the adjustment in the Basic Compensation resulting

from the adjusted Construction Cost is not commensurate with the services required by the Architect,

provided such Change Orders are required by causes not solely within the control of the Architect.

1.11.13 Providing consultation concerning replacement of any work damaged by fire or other

cause during construction, and furnishing services as may be required in connection with the

replacement of such work.

1.11.14 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 sixty (60) days after the Date of Substantial

Completion of the work except related to corrections or additional work previously noted or agreed

to by Owner as identified in 1.9 of this Agreement.

1.11.15 Preparing to serve or serving as an expert witness in connection with any public hearing,

arbitration proceeding or legal proceeding except where the Architect is a named party.

1.11.16 Providing services of consultants for work exceeding the scope of work identified herein

other than the normal engineer or consultant, civil, structural, mechanical and electrical including

air conditioning services for the project.

1.11.17 Providing any other services not otherwise included in this Agreement or not customarily

furnished in accordance with generally accepted architectural practice.

1.12 TIME

1.12.1 The Architect shall perform basic and additional services as expeditiously as is consistent

with professional skill and care and the orderly progress of the work. The Architect shall submit for

the Owner’s approval a schedule for the performance of the Architect’s services, and shall include

allowances for periods of time required for the Owner’s review and approval of submissions and for

approvals of authorities having jurisdiction over the project. This schedule, when approved by the

Owner, shall not, except for reasonable cause, be exceeded by the Architect.


ARTICLE 2

THE OWNER’S RESPONSIBILITIES

2.1 The Owner shall provide full information regarding requirements for the project including

a program, which shall set forth the Owner’s design objectives, constraints and criteria, including

space requirements and relationships, flexibility and expandability, special equipment and systems

and site requirements.

2.2 If the Owner provides a budget for the project it may include contingencies for bidding,

changes in the work during construction, and other costs which are the responsibility of the Owner,

including those described in this Article 2 and in Article 3.

2.3 The Owner shall furnish required information and services and shall render approvals and

decisions as expeditiously as reasonably necessary for the orderly progress of the Architect’s

services and of the work.

2.4 The Owner shall furnish a legal description and a certified land survey of the site, giving,

as applicable, grades and lines of streets, alleys, pavements and adjoining property; rights-of-way,

restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the

site; locations, dimensions and data pertaining to existing buildings, other improvements and trees;

and information concerning available service and utility lines both public and private, above and

below grade, including inverts and depths. The Architect shall provide in writing to the Owner the

elements needed in the survey to meet the requirements of the project.

2.5 The Owner shall furnish the services of soil engieers or other consultants when such

services are deemed necessary by the Architect. Such services shall include test borings, test pits,

soil bearing values, percolation tests, air and water pollution tests, ground corrosion and resistivity

tests, including necessary operations for determining subsoil, air and water conditions, with reports

and appropriate professional recommendations. The Architect shall provide in writing to the Owner

the services needed to meet the requirements of the project, and a schedule of such needs allowing

reasonable time for Owner to obtain such needed services.

2.6 The Owner shall furnish structural, mechanical, chemical and other laboratory tests,

inspections and reports as required by law or the contract documents.

2.7 The Owner shall furnish all legal, accounting and insurance counseling services as may

be necessary at any time for the project, including such auditing services as the Owner may require

to verify the Contractor’s or Construction Manager’s Applications for Payment or to ascertain how

or for what purposes the contractor uses the moneys paid by or on behalf of the Owner.

2.8 The services, information, surveys and reports required by Paragraphs 2.4 through 2.7

inclusive shall be furnished at the Owner’s expense within a reasonable time after the Architect’s

written request to the Owner.

2.9 If the Owner observes or otherwise becomes aware of any material fault or defect in the

project or nonconformance with the contract documents, prompt written notice thereof shall be given


by the Owner to the Architect. The Architect shall provide a detailed response to the Owner noting

all corrective actions required and a timeframe for each action. Architects initial response shall be

submitted within 2 weeks and proposed actions must be approved by the Owner.

ARTICLE 3

CONSTRUCTION COST

3.1 DEFINITION OF CONSTRUCTION COST

3.1.1 Construction cost to be used as a basis for determining the Architect’s fee, which shall be

in compliance with the requirements of the Department of Management Services for the State of

Florida, for all work designed or specified by the Architect, including labor, materials, and built-in

equipment, shall be determined as follows:

3.1.1(a) For completed construction, the total cost of all such work including all approved Change

Orders.

3.1.2 Construction cost does not include the compensation of the Architect and the Architect’s

consultants, the cost of the land, rights-of-way, or other costs which are the responsibility of the

Owner as provided in Article 2.

3.2 RESPONSIBILITY FOR CONSTRUCTION COST

3.2.1 Evaluations of the Owner’s project budget, Statements of Probable Construction Cost and

Detailed Estimates of Construction Cost, if any, shall represent the Architect’s best judgment as a

design professional familiar with the construction industry. However, the Architect does not warrant

or represent that bids or negotiated prices will not vary from the Project Budget proposed, established

or approved by the Owner, if any, or from any Statement of Probable Construction Cost or other

cost estimate or evaluation prepared by the Architect.

3.2.2 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 under Subparagraph 1.1.2 or

Paragraph 2.2 or otherwise, 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 a fixed limit. Any such fixed limit shall

be increased in the amount of any increase in the contract sum occurring after execution of the

Contract for Construction.

3.2.3 If the Bidding or Negotiation Phase has not commenced within three (3) months after the

Architect submits the construction documents to the Owner, any project budget or fixed limit of

construction cost shall be adjusted to reflect any change 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.


3.2.4 If a project budget or fixed limit of construction cost (adjusted as provided in

Subparagraph 3.2.3) is exceeded by the lowest bona fide bid or negotiated proposal, the Owner may

(1) give written approval of an increase in such fixed limit, (2) authorize rebidding or renegotiating

of the project within a reasonable time, (3) terminate in accordance with Paragraph 10.2, or (4)

cooperate in revising the project scope and quality as required to reduce the construction costs. In

the case of (4), provided a fixed limit of construction cost has been established as a condition of this

Agreement, the Architect, without additional charge, shall modify the drawings and specifications

as necessary to comply with the fixed limit. In the event no such fixed limit of construction cost has

been established, the Owner may authorize the Architect, as an additional service, to modify the

drawings and specifications as necessary to comply with the project budget.

ARTICLE 4

DIRECT PERSONAL EXPENSE

4.1 Direct Personnel Expense is defined as the salaries of all the Architect’s personnel directly

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 beyond

the limits of the Basic Services.

ARTICLE 5

REIMBURSABLE EXPENSES

5.1 Reimbursable expenses are in addition to the compensation for Basic and Additional

Services and include actual expenditures made by the Architect and the Architect’s employees and

consultants in the interest of the project only for the expenses listed in the following subparagraphs:

5.1.1 Expense of reproductions, postage and handling of drawings, specifications and other

documents, excluding reproductions for the office use of the Architect and the Architect’s

consultants.

5.1.2 Expense of data processing and photographic production techniques when used in

connection with Additional Services.

5.1.3 If authorized in advance in writing by the Owner, expense of overtime work requiring

higher than regular rates


ARTICLE 6

PAYMENTS TO THE ARCHITECT

6.1 PAYMENTS ON ACCOUNT OF BASIC SERVICES

6.1.1 Payments for Basic Services shall be made monthly and shall be in proportion to services

performed within each phase of services, on the basis set forth in Article 14.

6.1.2 When compensation is based on a percentage of construction cost, and through no fault

of the Architect, any provisions of the project are deleted or otherwise not constructed, compensation

for such portions of the project shall be payable to the extent services are performed on such portions,

in accordance with the schedule set forth in Subparagraph 14.1.2, based on (1) the lowest bona fide

bid or negotiated proposal or (2) the most recent Statement of Probable Construction Cost or Detailed

Estimate of Construction Cost for such portions of the project, whichever is lower.

6.2 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES

6.2.1 Payments on account of the Architect’s Additional Services as defined in Paragraph 1.11

and for reimbursable expenses as defined in Article 5 shall be made monthly upon presentation of

the Architect’s documented statement of services rendered or expenses incurred.

6.3 PAYMENTS WITHHELD

6.3.1 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 responsible.

6.4 PROJECT SUSPENSION OR TERMINATION

6.4.1 If the project is suspended or abandoned in whole or in part for more than three (3) months,

the Architect shall be compensated for all services performed prior to receipt of written notice from

the Owner of such suspension or abandonment, together with reimbursable expenses then due and

all termination expenses as defined in Paragraph 10.4. If the project is resumed after being

suspended for more than three (3) months, the Architect’s compensation shall be equitably adjusted.

ARTICLE 7

ARCHITECT’S ACCOUNTING RECORDS

7.1 Records of reimbursable expenses and expenses pertaining to additional services and

services performed on the basis of a Multiple of Direct Personnel Expense shall be kept on the basis

of generally accepted accounting principles and shall be available to the Owner or the Owner’s

authorized representative at mutually convenient times.


ARTICLE 8

OWNERSHIP AND USE OF DOCUMENTS

8.1 Drawings and Specifications and any and all other documents and instruments prepared

by the Architect, shall, upon receipt and approval by the Owner, become and remain the property of

the Owner whether the project for which they are made is executed or not. Any reuse of such

documents and instruments without the written agreement of the Architect will be at the Owner’s

sole risk and without liability or legal exposure to the Architect; and the Owner, to the extent allowed

by the law, shall indemnify and hold harmless the Architect from any and all claims, damages, losses

and expenses arising out of or resulting therefrom.

ARTICLE 9

DISPUTES

9.1 All claims, disputes and other matters in question arising out of, or relating to, this

Agreement or the breach thereof shall be decided in a court of law in West Palm Beach, Florida.

ARTICLE 10

TERMINATION OF AGREEMENT

10.1 This Agreement may be terminated by Owner upon seven (7) days written notice to the

Architect if Architect, in Owners sole discretion, should fail to perform in accordance with the terms

of this Agreement.

10.2 This Agreement may be terminated by the Architect upon providing 30 days’ notice for

the Owner. Such notice shall provide detailed notice of Owners substantial failure under the terms

of this Agreement and Owner shall have the right, but not the obligation, to cure the noted failure

within this period.

10.3 In the event of termination not the fault of the Architect, the Architect shall be

compensated for all services performed to termination date, together with reimbursable expenses,

then due and all termination expenses as defined in Paragraph 10.4

10.4 Termination expenses include expenses directly attributable to termination for which the

Architect is not otherwise compensated. Such expenses may include such items as the cost actually

associated with the termination of an employee that is no longer needed on the project, but cannot

include such items as lost profit or wages resulting from the termination consequential damages or

damages for lost opportunity.


ARTICLE 11

MISCELLANEOUS PROVISIONS

11.1 This Agreement shall be governed by the law of the state of Florida, without regard to its

conflicts of law provisions of the principal place of business of the Owner.

11.2 Terms in this Agreement shall have the same meaning as those in the General Conditions

of the Contract for Construction, provided by the Owner which are current as of the date of this

Agreement.

11.3 CONSULTANTS’ COMPETITIVE NEGOTIATIONS ACT

11.3.1 This Agreement shall comply with the provisions of the Consultants’ Competitive

Negotiations Act, section 287.055, Fla. Stat., as amended and all other applicable Florida law.

11.3.2 If the total paid to the Architectural Projects Consultant exceeds the amount noted in F.S.

287.17 category four in compliance with F.S. 287.055 (5)(a) the following provisions shall apply:

11.3.2(a) The Architect shall execute and furnish to the Board, upon request, a truth-in-negotiation

certificate stating that wage rates and other factual unit costs supporting the compensation are

accurate, complete and current at the time of contracting.

11.3.2(b) The original contract price and any additions thereto shall be adjusted to exclude any

significant sums when the Board determines the contract price was increased due to inaccurate,

incomplete, or noncurrent wage rates and other factual costs. All such contract adjustments shall

be made within one year following the end of contract.

11.4 The Architect warrants that he has not employed or retained any company or person, other

than a bona fide employee working solely for the Architect, registered land surveyor or professional

engineer to solicit or secure this Agreement, and that he has not paid or agreed to pay any person,

company, corporation, individual or firm, other than a bona fide employee working solely for the

Architect, registered land surveyor, landscape Architect or professional engineer any fee,

commission, percentage, gift, or any other consideration, contingent upon or resulting from the

award or making of this Agreement.


11.5 PROFESSIONAL LIABILITY INSURANCE

11.5.1 Upon execution hereof, the Architect shall furnish the Owner with evidence that the

Architect is insured against professional errors and omissions in an amount not less than $1,000,000

and shall further provide to the Owner a certificate from his insurer that said insurance will not be

diminished, cancelled or terminated absent thirty (30) days’ advance written notice to the Owner by

registered mail. Said insurance shall be provided by an insurance company authorized and licensed

to do business in the State of Florida, and said company, along with the terms and conditions of the

policy furnished, shall be subject to approval by the Owner. The Architect further agrees to maintain

said professional errors and omissions liability coverage throughout the period covered by this

Agreement and for a period of one year following substantial completion of the project. The

deductible amount of this policy shall be in accordance with Board Policy 6Hx-18-4.56.

ARTICLE 12

SUCCESSORS AND ASSIGNS

12.1 The Owner and the Architect, respectively, bind themselves, their partners, successors,

assigns and legal representatives to the other party to this Agreement and to the partners, successors,

assigns and legal representatives of such other party with respect to all covenants of this Agreement.

The Architect shall not assign, sublet or transfer any interest in this Agreement without the written

consent of the other.

It is understood that this is a contract for personal services of the Architect hereinabove named or

his qualified representatives. If, for any reason, the Architect is unable to perform the services under

this contract in the time agreed upon by the Owner and the Architect, the Owner shall have the right

to either name or approve the Architect selected to complete the performance of this Agreement.

ARTICLE 13

EXTENT OF AGREEMENT

13.1 This Agreement represents the entire and integrated agreement between the Owner and

the Architect and supersedes all prior negotiations, representations or agreements, either written or

oral. This Agreement may be amended only by written instrument signed by both Owner and

Architect.

ARTICLE 14

BASIS OF COMPENSATION

The Owner shall compensate the Architect for the Scope of Services provided, in accordance with

Article 6, Payments to the Architect, and the other Terms and Conditions of this Agreement, as

follows:


14.1 BASIC COMPENSATION

14.1.1 For Basic Services, as described in Paragraphs 1.1 through 1.3, and any other services

included in Article 14 as part of Basic Services, Basic Compensation shall be computed as follows:

Fixed Fee: $____________________

14.1.2 Where compensation is based on a stipulated sum or percentage of construction cost,

payments for basic services shall be made as provided in Subparagraph 6.1.2, so that basic

compensation for each phase shall equal the following percentages of the total basic compensation

payable:

Completion of Phase I Schematics Fifteen percent (15%)

Completion of Phase II Preliminaries Thirty-five percent (35%)

Completion of Phase III Finals Seventy-five percent (75%)

Bid and Award Phase Eighty percent (80%)

Completion of Construction Ninety percent (90%)

Project Close-Out Ninety-seven percent (97%)

Post Construction One hundred percent (100%)

14.1.3 Project Close-Out Is Defined As Follows:

14.1.3(a) Substantial Completion

14.1.3(b) State Inspection Completed & CFI Received by Owner

14.1.3(c) Punch List items completed

14.1.3(d) All contract required documents, including but not limited to releases of liens, warranties,

guarantees, operational manuals, as-built drawings; roof bonds; etc. delivered by Architect to Owner.

14.1.4 Post Construction Is Defined As Follows:

14.1.4(a) Warranty review services during the duration of the warranties in connection with

inadequate performance of materials, systems and equipment under warranty. To include

documenting defects and deficiencies and assisting the Owner in having contractor correct noted

defects.

14.1.4(b) Post occupancy review to be completed at a date no earlier than thirty (30) days prior to

the expiration of the contractor’s one-year guarantee.

14.2 FOR PROJECT REPRESENTATION BEYOND BASIC SERVICES, as described

in Paragraph 1.10, compensation shall be computed separately in accordance with Subparagraph

1.10.2.


14.3 COMPENSATION FOR ADDITIONAL SERVICES

14.3.1 For Additional Services of the Architect, as described in Paragraph 1.11, and any other

services included in Article 14 as part of Additional Services, but excluding Additional Services of

consultants, compensation shall be computed as follows:

14.3.1(a) Principal’s time at the fixed rate of $ per hour. For the purpose of this

Agreement, the Principal is:

14.3.1(b) Employees’ time computed at a multiple of two and one-half (2.5) times employees’

Direct Personal Expense as defined in Article 4.

14.3.2 For Additional Services of Consultants, including additional structural, mechanical and

electrical engineering services and those provided under Subparagraph 1.11.16 or identified in

Article 14 as part of Additional Services a multiple of 1.2 times the amounts billed to the Architect

for such services.

14.4 For Reimbursable Expenses as described in Article 5, and any other items included in

Article 14 as reimbursable expenses, a multiple of one (1) times or the actual amounts expended by

the Architect, the Architect’s employees and consultants in the interest of the project.

14.5 The Owner and the Architect agree in accordance with the Terms and Conditions of this

Agreement that, if the scope of the project or of the Architect’s services is changed materially, the

amounts of compensation shall be equitably adjusted.

ARTICLE 15

OTHER CONDITIONS OF SERVICES

15.1 Notwithstanding any other provisions hereof, the Architect agrees to indemnify the Owner

and hold the Owner harmless from any and all claims, damages, losses, and expenses, (specifically

including, but not limited to, court costs and attorneys’ fees) arising out of, or resulting from, the

Architect’s errors or omissions in connection with the Project, including claims, damages, losses and

expenses of the contractor or others arising out of or resulting from the errors or omissions of the

Architect.


THE OWNER AND THE ARCHITECT HEREBY AGREE TO THE FULL PERFORMANCE OF

THE COVENENTS CONTAINED HEREIN.

This Agreement executed the day and year first written above.

DISTRICT BOARD OF TRUSTEES OF

PALM BEACH STATE COLLEGE

SEAL

ATTEST_______________________________ BY__________________________________

Secretary

____________________________________

SEAL

ATTEST_______________________________ BY__________________________________

Secretary of Corporation

Approved as to legal form and sufficiency

______________________________________

Palm Beach State College Attorney