HomeMy WebLinkAbout2005-140 L4 1ICrIT s
AGREEMENT TO PROVIDE _ l
(s
PROFESSIONAL DESIGN AND BUILDING SERVICES
to
INDIAN RIVER COUNTY
THIS MASTER AGREEMENT entered into this 19th day of Apr ; ,
2005 , between BARTH CONSTRUCTION , INC . , ( hereinafter called the
" Design/Builder" ) and INDIAN RIVER COUNTY, a political subdivision of the State of
Florida , ( hereinafter called the " County" ) .
BACKGROUND RECITALS
WHEREAS , the County is interested in obtaining professional design and
building of seven prototype fire stations , the renovation of two existing fire stations and
the removal and demolition of four existing fire stations , together with repair of fire
stations damaged by hurricanes ; and
WHEREAS , in accordance with the Design/Builders ' Competitive Negotiations
Act , Section 287 . 055 , Florida Statutes , the COUNTY has selected Design/Builder to
provide professional architecture , site planning , civil , structural and building engineering ,
related site work for the planning , design and construction or repair, renovation ,
retrofitting and improvement of fire stations for Indian River County together with
demolition and removal of stations ruined by storm damage ; and
WHEREAS , the design/builder is experienced in providing contractual
professional services in these areas ; and
WHEREAS , the County and the Design /Builder wish to enter this Agreement for
the Design/Builders services for these projects ; and
WHEREAS , in response to the County' s request for qualification , Design/Builder
offered their services and expertise to the County ; and
WHEREAS , the County envisions development of a prototype fire station which
design and plans will be used in substantially the same manor in the construction of all
seven new fire stations ; and
WHEREAS , each construction project whether it be new construction ,
remodeling , repair, or demolition will arise from a separate work order or contract ; and
WHEREAS , this Agreement will serve as the Master Agreement for services
provided by the Design /Builder to the County .
F:\Attorney\Bill\Agreements\Master Contract Barth Edlund .doc
NOW THEREFORE , in accordance with the mutual covenants herein contained
and other good and valuable consideration , the receipt and sufficiency of which are
hereby acknowledged , the parties agree as follows :
1 . GENERAL .
1 . 1 All professional services provided by the Design/Builder for the COUNTY
shall be identified in Contracts or Work Orders and performed in a timely , efficient , cost
effective manner, and in accordance with the current professional standards of the
applicable discipline . Contracts and Work Orders shall include a description of services
to be performed ; a statement of fees ; a schedule of deliverables ; proposed schedule for
compensation and whether compensation is lump sum , maximum amount not to
exceed , task based , or any combination of the foregoing ; a budget establishing the
amount of compensation to be paid with sufficient detail so as to identify all of the
various elements of costs ; a projected schedule for completion of the work to be
performed by the Design/Builder; and any other additional instructions or provisions
relating to the specific Services authorized pursuant to each Contract or Work Order
that does not conflict with the terms of this Agreement . The County anticipates issuing
work orders for repair of the damaged fire stations , and may issue work orders for
remodeling some stations . The County and Design/Builder shall enter into a separate
contract for construction of the new buildings .
1 . 2 Whenever the term "Work Order" is used herein , it is intended to mean
that formal document that is dated ; serially numbered ; and executed by both the
COUNTY and the Design/Builder by which the COUNTY accepts Design/Builder' s
proposal for specific services and Design/Builder indicates a willingness to perform such
specific services for the terms and under the conditions specified in this Agreement .
Each Work Order must be fully executed by the COUNTY prior to issuance of the
related Notice-to- Proceed .
1 . 3 Services related to any individual Contract or Work Order which would
increase , decrease or which are otherwise outside the scope of Services or level of
effort contemplated by a Contract or Work Order shall be Services for which the
Design/Builder must obtain the prior written approval of the COUNTY as provided by
this Agreement . All terms for the performance of such Services must be agreed upon in
a written document prior to any deviation from the terms of a Contract or Work Order,
and when properly authorized and executed by both the Design/Builder and the
COUNTY shall become an amendment to the Contract or Work Order or a new Work
Order , at the sole option of the COUNTY . A separate Notice to Proceed may , at the
sole option of the COUNTY , be given for each phase of the services contained in any
Contract or Work Order hereunder.
1A A Work Order shall not give rise to any contractual rights until it meets the
foregoing requirements . Each written Notice to Proceed and specific Work Order, as
approved by the COUNTY , shall be an addendum to this Agreement . Nothing
contained in any Work Order shall conflict with the terms of this Agreement , and the
F:\Attorney\Bill\Hgreements\Master Contract Barth Edlund . doc 2
terms of this Agreement shall be deemed to be incorporated in each individual Work
Order as if fully set forth therein .
1 . 5 A schedule of current hourly billing rates is set forth in Exhibit 2 attached
to this Agreement and made a part hereof by this reference .
1 . 6 It is the intent of the County to reuse the design , plan and drawings of
Design/Builder in constructing future fire stations . As such , the County will rely on
Design/Builder to provide a set of plans , which , pursuant to FS §287 . 055 ( 10 ) will be
capable of reuse by the County without the need for using the bidding process . The
County understands that Design/Builder shall charge a fee each time the plans are
reused under this agreement .
1 . 7 The Background Recitals are true and correct and form a material part of
this Agreement .
2 , COUNTY OBLIGATIONS ,
2 . 1 The COUNTY will provide the Design/Builder with a copy of any
preliminary data or reports available as required in connection with the work to be
performed under this Agreement , together with all available drawings , surveys , right-of-
way maps , and other documents in the possession of the COUNTY pertinent to a
Project . The Design/Builder shall satisfy itself as to accuracy of any data provided . The
Design/Builder is responsible for bringing to the COUNTY' s attention , for the COUNTY' s
resolution , material inconsistencies or errors in such data that come to the
Design/Builder' s attention .
2 . 2 The COUNTY shall arrange for access to , and make provisions for the
Design/Builder to enter upon , public and private property (where required ) as necessary
for the Design/Builder to perform its Services , upon the timely written request of
Design/Builder to COUNTY .
2 . 3 The Design/Builder shall be responsible for obtaining all permits
necessary for a Project and COUNTY shall promptly execute all permit applications .
2A The COUNTY shall examine any and all studies , reports , sketches ,
drawings , specifications , proposals and other documents presented by the
Design /Builder, and render, in writing , decisions pertaining thereto within a reasonable
time .
2 . 5 Approval by the COUNTY of any of the Design/Builder' s work , including
but not limited to drawings , design specifications , written reports , or any work products
of any nature whatsoever furnished hereunder, shall not in any way relieve the
Design/Builder of responsibility for the technical accuracy and adequacy of the work .
Neither the COUNTY' s review , approval or acceptance of, or payment for, any of the
Services furnished under this Agreement shall be construed to operate as a waiver of
F :Wttorney\Bill\Agreements\Master Contract Barth Edlund .doc 3
IN
any rights under this Agreement or of any cause of action arising out of the performance
of this Agreement . The Design/Builder shall be and remain liable in accordance with all
applicable laws for all damages to the COUNTY caused by the negligent performance
by the Design/Builder of any of the Services furnished under this Agreement .
2 . 6 The COUNTY reserves the right to appoint one or more Project Managers
for the specific Services in connection with any Contract or Work Order. The Project
Manager shall : (a ) act as the COUNTY' s agent with respect to the Services rendered
hereunder; ( b ) transmit instructions to and receive information from the Design/Builder;
(c) communicate the COUNTY's policies and decisions to the Design /Builder regarding
the Services ; and (d ) determine , initially, whether the Design/Builder is fulfilling its
duties , responsibilities , and obligations hereunder.
2 . 7 The COUNTY shall give prompt written notice to the Design/Builder
whenever the COUNTY observes or otherwise becomes aware of any development that
affects the timing or delivery of the Design/Builder' s Services . If the Design/Builder has
been delayed in completing its Services through no fault or negligence of the
Design/Builder and , as a result , will be unable to perform fully and satisfactorily under
the provisions of this Agreement , then the Design/Builder shall promptly notify the
Project Manager. In the COUNTY's sole discretion , and upon the submission to the
COUNTY of evidence of the causes of the delay , the Contract or Work Order shall be
modified in writing as set forth in this Agreement , subject to the COUNTY'S rights to
change , terminate , or stop any or all of the Services at any time in accordance with this
Agreement .
2 . 8 The Design/Builder shall not be considered in default for a failure to
perform if such failure arises out of causes reasonably beyond the Design/Builder' s
control and through no fault or negligence of the Design/Builder. The parties
acknowledge that adverse weather conditions , acts of God , or other unforeseen
circumstances of a similar nature , may necessitate modifications to this Agreement . If
such conditions and circumstances do in fact occur, then the COUNTY and
Design/Builder shall mutually agree , in writing , to the modifications to be made to this
Agreement :
3 , RESPONSIBILITIES OF THE DESIGN /BUILDER .
3 . 1 The Design/Builder agrees to perform all necessary professional architect
services , project design , construction phase services , and other Services in connection
with the assigned Project( s ) as set forth in the Contracts , Work Orders and in this
Agreement .
3 . 2 The Design/Builder will endeavor not to duplicate any previous work done
on any Project . Before execution of a Work Order, the Design/Builder shall consult with
the COUNTY to clarify and define the COUNTY' s requirements for the Project .
F:\Attorney\Bill\Agreements\Master Contract Barth Edlund .doc 4
3 . 3 The Design/Builder agrees to complete the Project within the time frame
specified in the Contract or Work Order .
3A The Design/Builder will maintain an adequate staff of qualified personnel .
3 . 5 The Design/Builder will comply with all present and future federal , state ,
and local laws , rules , regulations , policies , codes , and guidelines applicable to the
Services performed under this Agreement .
3 . 6 The Design/Builder, as a part of the consideration hereof, does hereby
covenant and agree that : ( 1 ) in connection with the furnishing of Services to the
COUNTY hereunder, no person shall be excluded from participation in , denied the
benefits of, or otherwise subjected to discrimination in regard to the services to be
performed by Design/Builder under this Agreement on the grounds of such person 's
race , color, creed , national origin , religion , physical disability , age or sex ; and (2 ) the
Design/Builder shall comply with all existing requirements concerning discrimination
imposed by any and all applicable local , state , and federal rules , regulations , or
guidelines , as such rules , regulations , or guidelines may be from time to time amended .
3 . 7 The Design/Builder shall , during the entire term of this Agreement , procure
and keep in full force , effect , and good standing any and all necessary licenses ,
registrations , certificates , permits , and any and all other authorizations as are required
by local , state , or federal law , in order for the Design/Builder to render its Services as
described in this Agreement . The Design/Builder shall also require all sub=
Design/Builders to comply by contract with the provisions of this section .
3 . 8 When applicable , the Design/Builder will prepare all necessary sketches
and completed application forms to accompany the COUNTY' s applications for any
required federal , state , or local permits .
3 . 9 The Design/Builder will cooperate fully with the COUNTY in order that all
phases of the work may be properly scheduled and coordinated .
3 . 10 The Design/Builder will cooperate and coordinate with other COUNTY
Design/Builders , as directed by the COUNTY .
3 . 11 The Design/Builder shall report the status of the Services under this
Agreement to the County Project Manager upon request and hold all designs , drawings ,
calculations and related work open to the inspection of the County Project Manager or
his authorized agent at any time , upon reasonable request .
3 . 12 All documents , reports , designs , drawings , tracings , plans , specifications ,
field books , survey notes and information , maps , contract documents , and other data
developed by the Design/Builder for the purpose of this Agreement , are and shall
remain the property of the COUNTY but may not be reused without permission of the
author . The foregoing items will be created , maintained , updated , and provided in the
F:\Attorney\Bill\Agreements\Master Contract Barth Edlund .doc 5
format specified by the County . When all work contemplated under this Agreement is
complete , all of the above data shall be delivered to the County Project Manager,
3 . 13 The Design/Builder will confer with the COUNTY during the further
development of repair, renovation , retrofitting , or improvements for which the
Design/Builder has provided design Services or other Services , and the Design/Builder
will interpret plans and other documents ; correct errors and omissions ; and prepare any
necessary plan revisions not involving a change in the scope of the work required , at no
additional cost to the COUNTY , within thirty (30 ) calendar days of notice by the
COUNTY , or upon a determination of the Design/Builder of the existence of such errors
or omissions , whichever event shall first occur. The foregoing is not intended to include
construction management services provided by the Design/Builder.
3 . 14 The Design/Builder agrees to maintain complete and accurate books and
records (" Books" ) , in accordance with sound accounting principles and standards for all
Services , costs , and expenditures under this Agreement . The Books shall identify the
Services rendered during each month of the Agreement and the date and type of each
Project- related expense . The COUNTY shall have the right , at any reasonable time and
through any of its designated agents or representatives , to inspect and audit the Books
for the purpose of verifying the accuracy of any invoice . The DESIGN/BUILDER shall
retain the Books , and make them available to the COUNTY as specified above , until the
later of three (3 ) years after the date of termination of this Agreement , or such longer
time if required by any federal , state , or other governmental law , regulation , or grant
requirement .
3 . 15 The Design/Builder shall not assign or transfer any work under this
Agreement without the prior written consent of the COUNTY . When applicable and
upon receipt of such consent from the COUNTY , the Design/Builder shall cause the
names of any architect , engineering , or surveying firms responsible for the major
portions of each separate specialty of the Services to be inserted on the reports or other
data .
3 . 16 All documents , including but not limited to drawings and specifications ,
prepared by the Design/Builder pursuant to this Agreement are intended and should be
represented to be suitable for reuse by the COUNTY with the Author' s permission . The
Design/Builder shall not be held liable for any modifications made to the documents by
others .
4 . TERM ; TIME FOR COMPLETION ,
4 . 1 This Agreement shall remain in effect for a term of five ( 5 ) years (" Initial
Term ") , unless otherwise sooner terminated as provided herein . The Initial Term may
be extended by the COUNTY for a maximum of three (3 ) years ( " Extension Term " ) . The
decision to exercise an extension option for the Extension Term shall be at the sole
discretion of the County . The Design/Builder shall be notified in writing of the intent to
extend the Agreement at least ninety ( 90 ) days before the expiration of this Agreement .
F:\Attomey\Bill\Agreements\Master Contract Barth Edlund .doc 6
The Extension Term , if any , is subject to sooner termination in accordance with the
terms of this Agreement .
4 . 2 The time for completion of each Project shall be defined in the Contract or
Work Order,
5 , COMPENSATION ,
5 . 1 The COUNTY shall pay to the Design/Builder a mutually agreed upon
lump sum or maximum amount not4o-exceed professional fee for each task in the
Contract or Work Order, to be paid in monthly installments or on a deliverable basis , all
as set forth in a Contract or Work Order. Duly certified invoices , in triplicate , phased as
per the Work Order, shall be submitted to the County Project Manager, in detail
sufficient for proper prepayment and post payment audit . Upon submittal of a .proper
invoice the County Project Manager will determine if the tasks or portions thereof have
been satisfactorily completed . Upon a determination of satisfactory completion , the
County Project Manager will authorize payment to be made . All payments for services
shall be made to the Design/Builder by the COUNTY in accordance with the Florida
Prompt Payment Act , as may be amended from time to time (Section 218 . 70 , Florida
Statutes , et seq . ) .
5 . 1 . 1 The Design/Builder acknowledges and agrees that it will not be
reimbursed for any travel within Indian River County . Any requests for travel
reimbursement for out of County travel shall be preapproved by County . The
Design/Builder shall include on the invoices any identifiable per diem , meals and
lodgings , taxi fares and miscellaneous travel -connected expenses for Design/Builder' s
personnel subject to the limitations of Florida Statutes section 112 . 061 , as may be
amended from time to time . Travel expenses , if any , shall not be on a direct pay basis
by the COUNTY .
5 . 1 . 2 The COUNTY shall reimburse Design/Builder for all permit fees paid to
regulatory agencies for approvals directly attributable to the Services under the Project .
These permit fees do not include those permits required for any construction contractor.
5 . 2 The COUNTY may at any time notify the Design/Builder of requested
changes to the Services under an existing Contract or Work Order, and thereupon the
COUNTY and the Design/Builder shall execute a mutually agreeable Contract
amendment or a amended Work Order,
5 . 3 The COUNTY shall have the sole right to reduce or eliminate , in whole or
in part , any portion of the Services under any Contract or Work Order at any time and
for any reason , upon written notice to the Design/Builder specifying the nature and
extent of the reduction . In such event , the Design/Builder shall be paid for the Services
already performed and also for the Services remaining to be done and not reduced or
eliminated , upon submission of invoices as set forth in this Agreement .
FAAttorney\Bill\Agreements\Master Contract Barth Edlund .doc 7
5A The COUNTY may , at any time and for any reason , direct the
Design/Builder to suspend Services , in whole or in part under this Agreement . Such
direction shall be in writing , and shall specify the period during which Services shall be
stopped . The Design/Builder shall resume its Services upon the date specified , or upon
such other date as the COUNTY may thereafter specify in writing . Where the COUNTY
has suspended the services under this Agreement for a period in excess of six ( 6 )
months , the compensation of Design/Builder for such suspended Services may be
subject to modification . The period during which the Services are stopped by the
COUNTY shall be added to the time of performance of this Agreement .
5 . 5 The County shall be responsible for payment of any impact fees required
under this agreement .
6 . ADDITIONAL WORK .
6 . 1 If services in addition to the Services provided hereunder are required or
desired by the County in connection with the Project , the COUNTY may , at the sole
option of the COUNTY : separately obtain same outside of this Agreement ; or request
the Design/Builder to provide , either directly by the Design/Builder or by a
subcontractor , such additional services by a new or amended Work Order or by a
written amendment to the Contract .
7 . INSURANCE AND INDEMNIFICATION ,
7 . 1 The Design/Builder shall not commence work on this Agreement until it
has obtained all insurance required under this Agreement and such insurance has been
approved by the County's Risk Manager,
7 . 2 Design/Builder shall procure and maintain , for the duration of this
Agreement , the minimum insurance coverage as set forth herein . The County reserves
the right to require additional insurance in future Contracts or Work Orders . The cost of
such insurance shall be included in the Design/Builder' s fee :
7 . 2 . 1 Workers ' Compensation : Workers ' Compensation as required by the
State of Florida . Employers ' Liability of $ 100 , 000 each accident , $ 500 , 000 disease
policy limit , and $ 100 , 000 disease each employee .
7 . 2 . 2 General Liability : commercial general liability coverage , including
contractual liability and independent contractor , with a minimum combined single limit of
$ 100 , 000 per occurrence and personal injury coverage of $ 50 , 000
7 . 2 . 3 Business Automobile Liability: owned , hired , and non -owned vehicles at a
minimum combined single limit of $ 100 , 000 per occurrence and personal injury
coverage of $ 50 , 000 for bodily injury and property damage for owned and non -owned
vehicles .
F :\Attorney\Bill\Agreements\Master Contract Barth Edlund .doc 8
7 . 2 . 4 Professional Liability Insurance : providing coverage for negligent acts ,
errors , or omissions committed by Design/Builder with a limit of $ 1 , 000 , 000 per
claim/annual aggregate . This insurance shall extend coverage to loss of interest ,
earning , profit , use , and business interruption , cost of replacement power, and other
special , indirect , and consequential damages .
7 . 3 Design/Builder' s insurance coverage shall be primary .
7 . 4 All required insurance policies shall be placed with insurers licensed to do
business in Florida and with a Best' s rating of A VII or better .
7 . 5 The insurance policies procured shall be occurrence forms , not claims
made policies with the exception of professional liability .
7 . 6 A certificate of insurance shall be provided to the County' s Risk Manager
for review and approval , ten ( 10 ) days prior to commencement of any work under this
Agreement . The COUNTY shall be named as an additional insured on all policies
except workers ' compensation and professional liability .
7 . 7 The insurance companies selected shall send written verification to the
County Risk Manager that they will provide 30 days prior written notice to the County
Risk Manager of its intent to cancel or modify any required policies of insurance .
7 . 8 Design/Builder shall include all subcontractors as insured under its
policies or shall furnish separate certificates and endorsements for each subcontractor.
All coverages for subcontractors shall be subject to all of the requirements stated
herein .
7 . 9 The COUNTY , by and through its Risk Manager, reserves the right
periodically to review any and all policies of insurance and reasonably to adjust the
limits of coverage required hereunder , from time to time throughout the term of this
Agreement . In such event , the COUNTY shall provide the Design/Builder with separate
written notice of such adjusted limits and Design/Builder shall comply within thirty (30 )
days of receipt thereof. The failure by Design/Builder to provide such additional
coverage shall constitute a default by Design/Builder and shall be grounds for
termination of this Agreement by the COUNTY .
7 . 10 The Design/Builder shall indemnify and hold harmless the COUNTY , and
its officers and employees , from liabilities , damages , losses , and costs , including , but
not limited to , reasonable attorneys ' fees , to the extent caused by the negligence ,
recklessness , or intentionally wrongful conduct of the Design /Builder and other persons
employed or utilized by the Design/Builder in the performance of this Agreement . To
the extent allowed by law , the County shall indemnify and hold harmless the
Design/Builder, and its officers and employees , from liabilities , damages , losses , and
costs , including , but not limited to , reasonable attorneys ' fees , to the extent caused by
F :\Aftomey\Bill\Agreements\Master Contract Barth Edlund .doc 9
the negligence , recklessness , or intentionally wrongful conduct of the County and other
persons employed or utilized by the County in the performance of this Agreement .
8 , TERMINATION .
8 . 1 This Agreement may be terminated : (a) by the COUNTY , for any reason ,
upon thirty (30 ) days ' prior written notice to the Design/Builder; or ( b) by the
Design/Builder , for any reason , upon thirty ( 30 ) days ' prior written notice to the
COUNTY ; or (c) by the mutual Agreement of the parties ; or d ) as may otherwise be
provided below. In the event of the termination of this Agreement , any liability of one
party to the other arising out of any Services rendered , or for any act or event occurring
prior to the termination , shall not be terminated or released .
8 . 2 In the event of termination by the COUNTY , the COUNTY's sole obligation
to the Design/Builder shall be payment for those portions of satisfactorily completed
work previously authorized by approved Work Order. Such payment shall be
determined on the basis of the hours of work performed by the Design/Builder , or the
percentage of work complete as estimated by the Design/Builder and agreed upon by
the COUNTY up to the time of termination . In the event of such termination , the
COUNTY may , without penalty or other obligation to the Design/Builder , elect to employ
other persons to perform the same or similar services .
8 . 3 The obligation to provide services under this Agreement may be
terminated by either party upon seven (7 ) days prior written notice in the event of
substantial failure by the other party to perform in accordance with the terms of this
Agreement through no fault of the terminating party .
8A In the event that the Design/Builder merges with another company ,
becomes a subsidiary of, or makes any other substantial change in structure , the
COUNTY reserves the right to terminate this Agreement in accordance with its terms .
8 . 5 In the event of termination of this Agreement , the Design/Builder agrees to
surrender any and all documents prepared by the Design/Builder for the COUNTY in
connection with this Agreement , to the extent allowed by law .
8 . 6 The COUNTY may terminate this Agreement for refusal by the
Design/Builder to allow public access to all documents , papers , letters , or other material
subject to the provisions of Chapter 119 Florida Statutes and made or received by the
Design/Builder in conjunction with this Agreement .
8 . 7 The COUNTY may terminate this Agreement in whole or in part if the
Design/Builder submits a false invoice to the COUNTY.
9 . TRUTH4WNEGOTIATION CERTIFICATE ; CONTINGENCY FEES .
F :\Aftorney\Bill\Agreements\Master Contract Barth Edlund . doc 10
9 . 1 Execution of this Agreement by the Design/Builder shall act as the
execution of a truth -in - negotiation certificate certifying that the wage rates and costs
used to determine the compensation provided for in this Agreement are accurate ,
complete and current as of the date of the Agreement and no higher than those charged
the Design/Builder's most favored customer for the same or substantially similar service .
The wage rates and costs shall be adjusted to exclude any significant sums should the
COUNTY determine that the wage rates and costs were increased due to inaccurate ,
incomplete or noncurrent wage rates or due to inaccurate representations of fees paid
to outside Design/Builders . The COUNTY shall exercise its rights under this
"Certificate " within one ( 1 ) year following final payment . COUNTY has the authority and
right to audit Design/Builder's records under this provision . The COUNTY does not
hereby waive any other right it may have pursuant to Florida Statutes , Section 287 . 055 ,
as it may be from time-to-time amended .
9 . 2 Pursuant to the Consultants ' Competitive Negotiations Act , Florida
Statutes section 287 . 055 , the Design/Builder warrants that it has not employed or
retained any company or person other than a bona fide employee working solely for the
Design/Builder to solicit or secure this Agreement and that it has not paid or agreed to
pay any company or person other than a bona fide employee working solely for the
Design/Builder any fee , commission , percentage fee , gifts or any other considerations ,
contingent upon or resulting from the award or making of this Agreement . For breach of
violation of this provision , the COUNTY shall have the right to terminate this Agreement
without liability and , at its discretion , to deduct from the contract price , or otherwise
recover , the full amount of such fee , commission , percentage , gift , or consideration .
10 . MISCELLANOUS PROVISIONS ,
10 . 1 Independent Contractor. It is specifically understood and acknowledged
by the parties hereto that the Design/Builder or employees or subcontractors of the
Design/Builder are in no way to be considered employees of the COUNTY , but are
independent contractors performing solely under the terms of the Agreement and not
otherwise .
10 . 2 Merger ; Modification , This Agreement incorporates and includes all prior
and contemporaneous negotiations , correspondence , conversations , agreements or
understandings applicable to the matters contained herein and the parties agree that
there are no commitments , agreements , or understandings of any nature whatsoever
concerning the subject matter of the Agreement that are not contained in this document .
Accordingly, it is agreed that no deviation from the terms hereof shall be predicated
upon any prior or contemporaneous representations or agreements , whether oral or
written . No alteration , change , or modification of the terms of this Agreement shall be
valid unless made in writing and signed by the Design/Builder and the COUNTY .
10 . 3 Governinq Law , Venue . This Agreement , including all attachments hereto ,
shall be construed according to the laws of the State of Florida . Venue for any lawsuit
brought by either party against the other party or otherwise arising out of this Agreement
F:Wttorney\Bill\Agreements\Master Contract Barth Edlund .doc 11
i
now
I
shall be in Indian River County , Florida , or, in the event of federal jurisdiction , in the
United States District Court for the Southern District of Florida .
10 . 4 Remedies : No Waiver. All remedies provided in this Agreement shall be
deemed cumulative and additional , and not in lieu or exclusive of each other or of any
other remedy available to either party, at law or in equity. Each right , power and
remedy of the parties provided for in this Agreement shall be cumulative and concurrent
and shall be in addition to every other right , power or remedy provided for in this
Agreement or now or hereafter existing at law or in equity or by statute or otherwise .
The failure of either party to insist upon compliance by the other party with any
obligation , or exercise any remedy, does not waive the right to so in the event of a
continuing or subsequent delinquency or default . A party' s waver of one or more
defaults does not constitute a waver of any other delinquency or default . If any legal
action or other proceeding is brought for the enforcement of this Agreement or because
of an alleged dispute , breach , default or misrepresentation in connection with any
provisions of this Agreement , each party shall bear its own costs .
10 . 5 Severability . If any term or provision of this Agreement or the application
thereof to any person or circumstance shall , to any extent , be held invalid or
unenforceable for the remainder of this Agreement , then the application of such term or
provision to persons or circumstances other than those as to which it is held invalid or
unenforceable shall not be affected , and - every other term and provision of this
Agreement shall be deemed valid and enforceable to the extent permitted by law .
10 . 6 Availability of Funds . The obligations of the COUNTY under this
Agreement are subject to the availability of funds lawfully appropriated for its purpose by
the Board of County Commissioners of Indian River County .
10 . 7 No Pledge of Credit . The Design/Builder shall not pledge the COUNTY' s
credit or make it a guarantor of payment or surety for any contract , debt , obligation ,
judgment , lien or any form of indebtedness .
10 . 8 Public Records . The Design/Builder shall comply with the provisions of
Chapter 119 , Florida Statutes (Public Records Law) in connection with this Agreement .
10 . 9 Notices : Any notice , request , demand , consent , approval , or other
communication required or permitted by this Agreement shall be given or made in
writing and shall be served , as elected by the party giving such notice , by any of the
following methods : ( a ) Hand delivery to the other party; ( b ) Delivery by commercial
overnight courier service ; or (c) Mailed by registered or certified mail ( postage prepaid ) ,
return receipt requested at the addresses of the parties shown below :
County : Indian River County
Attn : John King , Director of Emergency Services
184025 th Street
Vero Beach , FL 32960- 3365
FAAttorney\Bill\Agreements\Master Contract Barth Edlund .doc 12
Phone : ( 772 ) 226- 1225
Facsimile : (772 ) 978 - 1833
Design/Builder: Phil Barth
Barth Construction , Inc .
1717 Indian River Boulevard , Suite 202A
Vero Beach , FL 32960
Phone : (772 )
Facsimile : ( 772 )
Notices shall be effective when received at the address as specified above .
Facsimile transmission is acceptable notice effective when received , provided , however,
that facsimile transmissions received ( Le . , printed ) after 5 : 00 p . m . or on weekends or
holidays , will be deemed received on the next day that is not a weekend day or a
holiday. The original of the notice must additionally be mailed . Either party may change
its address , for the purposes of this section , by written notice to the other party given in
accordance with the provisions of this section .
10 . 10 Survival . Except as otherwise expressly provided herein , each obligation
in this Agreement to be performed by Design/Builder shall survive the expiration of this
Agreement .
10 . 11 Construction . The headings of the sections of this Agreement are for the
purpose of convenience only , and shall not be deemed to expand , limit , or modify the
provisions contained in such Sections . All pronouns and any variations thereof shall be
deemed to refer to the masculine , feminine or neuter, singular or plural , as the identity
of the party or parties may require . The parties hereby acknowledge and agree that
each was properly represented by counsel and this Agreement was negotiated and
drafted at arm ' s- length so that the judicial rule of construction to the effect that a legal
document shall be construed against the draftsperson shall be inapplicable to this
Agreement
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of
the date first written above .
s
Design/Builder: INDIAN RIVER- COUNTY , _;__
By its Board of_Cownty CommissioM* rs ,
By By
Thomas S . Lowther ,' ih� rihan• "
Date Approved by BCC : Apri 1 199 2005
Date
F :\Attorney\Bill\Agreements\Master Contract Barth Edlund .doc 13
Attest : J . K . Barton , Clerk
By '�
Deputy Clerk
Approved :
A ,
J seph
A . ' Baird
unty Administrator
Approved as to form and le al
s Icr
William K . DeBraal
Assistant County Attorney
F:\Attorney\Bill\Agreements\Master Contract Barth Edlund . doc 14
EXHIBIT 1
Services for projects may include but are not limited to the following :
F:\Attorney\Bill\Agreements\Master Contract Barth Edlund . doc 15
BARTH
Construction , Inc .
General Contractor CGCO07847
Barth Construction , Inc .
Rate Schedule — April 2005
Project Executive $ 150 . 00 per hour
Project Manager $ 100 . 00 per hour
Assistant Project Manager $ 85 . 00 per hour
Project Superintendent $ 75 . 00 per hour
Assistant Superintendent $ 55 . 00 per hour
Accounting $ 60 . 00 per hour
Clerical / Administration $ 45 . 00 per hour
Black & White Copies $ 0 . 20 per sheet
Subcontractors & Materials @ 1 . 15 times direct cost
1717 Indian River Boulevard * Suite 202A * Vero Beach , Florida 32960
(772 ) 778-3072 * Fax ( 772) 770-3017 * E- Mail info nlbarnc �onstruction . c � m
EDLUND, DRITENBAS, BINKLEYARCHITECTS & ASSOCIATES, INC.
65 Royal Patin Pointe, Suite A Vero Beach, Florida 32960
RATE SCHEDULE - April 2005
REGISTERED PRINCIPAL ARCHITECTS $ 125.00 PER HOUR
REGISTERED PROJECT ARCHITECTS S 95.00 PER HOUR
INTERN ARCHITECTS S 75.00 PER HOUR
TECHNICAL LEVEL ONE - SENIOR CADD MANAGER S 70.00 PER HOUR
TECHNICAL LEVEL TWO - CADD DESIGNER S 65 .00 PER HOUR
TECHNICAL LEVEL 'THREE - CADD TECHNICIAN S 55.00 PER HOUR
ACCOUNTING $ 45.00 PER HOUR
CLERICAL $ 30.00 PER HOUR
MILEAGE S 030 PER NIILE
BLUELINE PRINTS 24" X 36" S 1 .50 EACH PAGE
ORIGINAL COMPUTER PLOTS S 10.00 EACH PAGE
BOND COPIES 24" X 36 " S 1 .50 PER PAGE
COLOR DIGITAL PHOTOS $ 2.00 EACH
XEROX SERVICES $ 0.20 PER SHEET
EXPRESS POSTAGE & MAILING @ 1 . 15 TIMES DIRECT COST
SPECIAL CONSULTANTS @ 1 . 15 TIMES DIRECT COST
1 0a ' gn .L = xaiaHnza3 *< vu �rgT = 0 T so vT V0
i
Master Agreement Addendum Number 1
This Master Agreement Addendum Number 1 is entered into as of this 19th day of
April , 2005 pursuant to that certain Master Agreement for Professional Design and
Building Services entered into as of April 19 , 2005 (AGREEMENT) , by and between
Indian River County, a political subdivision of the State of Florida (COUNTY) and Barth
Construction, Inc . (DESIGN/BUILDER) .
The Parties agree to amend and add to the Master Agreement, paragraph 7 ,
INSURANCE AND INDEMNIFICATION as follows :
7 . 2 . 5 BUILDERS RISK INSURANCE. This coverage shall be provided by the
Design/Builder for the construction of any new building, additions or renovations under
the Master Agreement . Coverage shall be "All Risk" with limits equal to 100% of the
completed value of the building(s), renovation(s) or addition(s) . Design/Builder shall
supply this coverage on any new buildings or on renovations or additions to buildings
that are unoccupied by the County .
Aside from the addition of paragraph 7 . 2 . 5 BUILDERS RISK INSURANCE as stated
herein, the Master Agreement shall remain unchanged .
IN WITNESS WHEREOF , the parties hereto have executed this Addendum Number 1 to
the Master Agreement as of the date first written above .
DESIGN/BUILDER BOARD OF COUNTY COMMISSIONERS
BARTH CONSTRUCTION , INC . INDIAN RIVER COUNTY, FLORIDA
BY : � BY :
(printed name : ? ' Thomas S . Lowther Chairman
Title : r
Jos A . Ba d, Coi AWAd nriolstrator
Indian River County Approved Date
Administration
Budget W 41 1 ; Attest :
Q Jeffrey K . Barton, Clerk of Court
Co. Atty. MU '
Risk Management r ✓ f i � � V
Public Works
DeDartment
`( 1• pS
1