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Home My WebLink About2014-205TABLE OF ARTICLES PART 1 AGREEMENT )A/J( J201't Ao 1. DESIGN/BUILDER 2. OWNER 3. OWNERSHIP AND USE OF DOCUMENTS AND ELECTRONIC DATA 4. TIME 5. PAYMENTS 6. DISPUTE RESOLUTION - MEDIATION AND ARBITRATION 7. MISCELLANEOUS PROVISIONS 8. TERMINATION OF THE AGREEMENT 9. BASIS OF COMPENSATION 10. OTHER CONDITIONS AND SERVICES r 1 THIS AGREEMENT made on December 16, 2014 BETWEEN the Owner Indian River County, a political subdivision of the State of Florida, 1840 25th Street, Vero Beach, Florida 32960 and the Design/Builder, Barth Construction, Inc., 1717 Indian River Blvd. Suite 202A, Vero Beach, Florida 32960 For the following Project: Design-Build Services Station #14 6780 26th Street Vero Beach , FL 32960 The architectural services described in Article 1 will be provided by the following person or entity who is lawfully licensed to practice architecture: Name and address Registration Relationship to Number Design/Builder Edlund-Dritenbas-Binkley, Architects JAR0009308 Contractual &Associates 65 Royal Palm Boulevard, Suite D, Vero Beach, FL 32960 Normal structural, mechanical and electrical engineering services will be provided contractually through the Architect except as indicated below: Name, address and discipline Registration Relationship to Number Design/Builder The Owner and the Design/Builder agree as set forth below. TERMS AND CONDITIONS — PART 1 AGREEMENT ARTICLE 1 DESIGN/BUILDER § 1.1 SERVICES § 1.1.1 Preliminary design, budget, and schedule comprise the services required to accomplish the preparation and submission of the Design/Builder's Proposal as well as the preparation and submission of any modifications to the Proposal prior to execution of the Part 2 Agreement. 2 § 1.3.5 The Design/Builder shall submit to the Owner a Proposal, including the completed Preliminary Design Documents, a statement of the proposed contract sum, and a proposed schedule for completion of the Project. Preliminary Design Documents shall consist of preliminary design drawings, outline specifications or other documents sufficient to establish the size, quality and character of the entire Project, its architectural, structural, mechanical and electrical systems, and the materials and such other elements of the Project as may be appropriate. Deviations from the Owner's program shall be disclosed in the Proposal. If the Proposal is accepted by the Owner, the parties shall then execute the Part 2 Agreement. A modification to the Proposal before execution of the Part 2 Agreement shall be recorded in writing as an addendum and shall be identified in the Contract Documents of the Part 2 Agreement. § 1.3.6 The Design/Builder will provide construction & demolition services as described in attachment "A". § 1.4 ADDITIONAL SERVICES § 1.4.1 The Additional Services described under this Section 1.4 shall be provided by the Design/Builder and paid for by the Owner if authorized or confirmed in writing by the Owner. § 1.4.2 Making revisions in the Preliminary Design Documents, budget or other documents when such revisions are: .1 inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's program-or Project budget; .2 required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents; or .3 due to changes required as a result of the Owner's failure to render decisions in a timely manner. § 1.4.3 Providing more extensive programmatic criteria than that furnished by the Owner as described in Section 2.1. When authorized, the Design/Builder shall provide professional services to assist the Owner in the preparation of the program. Programming services may consist of: .1 consulting with the Owner and other persons or entities not designated in this Part 1 Agreement to define the program requirements of the Project and to review the understanding of such requirements with the Owner; .2 'documentation of the applicable requirements necessary for the various Project functions or operations; .3 providing a review and analysis of the functional and organizational relationships, requirements, and objectives for the Project; .4 setting forth a written program of requirements for the Owner's approval which summarizes the Owner's objectives, schedule, constraints, and criteria. § 1.4.4 Providing financial feasibility or other special studies. i i 4 § 1.2 RESPONSIBILITIES § 1.2.1 Design services required by this Part 1 Agreement shall be performed by qualified architects and other design professionals. The contractual obligations of such professional persons or entities are undertaken and performed in the interest of the Design/Builder. § 1.2.2 The agreements between the Design/Builder and the persons or entities identified in this Part 1 Agreement, and any subsequent modifications, shall be in writing. These agreements, including financial arrangements with respect to this Project, shall be promptly and fully disclosed to the Owner upon request. § 1.2.3 Construction budgets shall be prepared by qualified professionals, cost estimators or contractors retained by and acting in the interest of the Design/Builder. § 1.2.4 The Design/Builder shall be responsible to the Owner for acts and omissions of the Design/Builder's employees, subcontractors and their agents and employees, and other persons, including the Architect and other design professionals, performing any portion of the Design/Builder's obligations under this Part 1 Agreement. § 1.2.5 If the Design/Builder believes or is advised by the Architect or.by another design professional retained to provide services on the Project that implementation of any instruction received from the Owner would cause a violation of any applicable law, the Design/Builder shall notify the Owner in writing. Neither the Design/Builder nor the Architect shall be obligated to perform any act which either believes will violate any applicable law. § 1.2.6 Nothing contained in this Part 1 Agreement shall create a contractual relationship between the Owner and any person or entity other than'the Design/Builder. § 1.3 BASIC SERVICES § 1.3.1 The Design/Builder shall provide a preliminary evaluation of the Owner's program and project budget requirements, each in terms of the other. § 1.3.2 The Design/Builder shall visit the site, become familiar with the local conditions, and correlate observable conditions with the requirements of the Owner's program, schedule, and budget. § 1.3.3 The Design/Builder shall review laws applicable to design and construction of the Project, correlate such laws with the Owner's program requirements, and advise the Owner if any program requirement may cause a violation of such laws. Necessary changes to the Owner's program shall be accomplished by appropriate written modification or disclosed as described in Section 1.3.5. § 1.3.4 The Design/Builder shall review with the Owner alternative approaches to design and construction of the Project. 3 § 1.4.5 Providing planning surveys, site evaluations or comparative studies of prospective sites. § 1.4.6 Providing special surveys, environmental studies, and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. § 1.4.7 Providing services relative to future facilities, systems and equipment. § 1.4.8 Providing services at the Owner's specific request to perform detailed investigations of existing conditions or facilities or to make measured drawings thereof. § 1.4.9 Providing services at the Owner's specific request to verify the accuracy of drawings or other information furnished by the Owner. § 1.4.10 Coordinating services in connection with the work of separate persons or entities retained by the Owner, subsequent to the execution of this Part 1 Agreement. § 1.4.11 Providing analyses of owning and operating costs. § 1.4.12 Providing interior design and other similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment. § 1.4.13 Providing services for planning tenant or rental spaces. § 1.4.14 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities. ARTICLE 2 OWNER § 2.1 RESPONSIBILITIES § 2.1.1 The Owner shall provide full information in a timely manner regarding requirements for the Project, including a written program which shall set forth the Owner's objectives, schedule, constraints and criteria. § 2.1.2 The Owner shall establish and update an overall budget for the Project, including reasonable contingencies. This budget shall not constitute the contract sum. § 2.1.3 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Design/Builder in order to avoid unreasonable delay in the orderly and sequential progress of the Design/Builder's services. The Owner may obtain independent review of the documents by a separate architect, engineer, contractor, or cost estimator under contract to or employed by the Owner. Such independent review shall be undertaken at 5 the Owner's expense in a timely manner and shall not delay the orderly progress of the Design/Builder's services. § 2.1.4 The Design/Builder OWRer shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements, and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 2.1.5 The Design/Builder GWReF shall furnish the services of geotechnical engineers when such services are stipulated in this Part 1 Agreement, or deemed reasonably necessary by the Design/Builder. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, and necessary operations for anticipating subsoil conditions. The services of geotechnical engineer(s) or other consultants shall include preparation and submission of all appropriate reports and professional recommendations. § 2.1.6 The Owner shall disclose, to the extent known to the Owner, the results and reports of prior tests, inspections or investigations conducted for the Project involving: structural or mechanical systems; chemical, air and water pollution; .hazardous materials; or other environmental and subsurface conditions. The Owner shall disclose all information known to the Owner regarding the presence of pollutants at the Project's site. § 2.1.7 The Owner shall furnish all legal, aGGGuntiR9 and ins;uFanGe GGURGelin- § 2.1.8 The Owner shall promptly obtain easements, zoning variances and legal authorizations regarding site utilization where essential to the execution of the Owner's program. § 2.1.9 Those services, information, surveys, and reports required by Sections 2.1.4 through 2.1.8 (except for&2.1.7) which are within the Owner's control shall be furnished at the Owner's expense, and the Design/Builder shall be entitled to rely upon the accuracy and completeness thereof, except to the extent the Owner advises the Design/Builder to the contrary in writing. § 2.110 if the Q Diner rent tires the gesig Wg Iilder to Fnaintain any speni I iRS tr nee v � the vvtaJ.rrr GeYeFage or the QwneF shall pay the additiGnaIGGSt theFee ty� t t t exr.ept as ethepyse stipulated in this Dnrt�Angreemenr 6 § 2.1.11 The Owner shall communicate with persons or entities employed or retained by the Design/Builder through the Design/Builder, unless otherwise directed by the Design/Builder. ARTICLE 3 OWNERSHIP AND USE OF DOCUMENTS AND ELECTRONIC DATA § 3.1 The Owner hopes to use the plans, Drawings, specifications, and GtheF documents and electronic data furnished by the Design/Builder as a prototype for construction of other fire stations in the future. aro *ns#uments of eonrino The Design/Builder's Architect and other providers of professional services shall retain all common law, statutory and other reserved rights, including copyright in those instruments of service furnished by them, except the owner shall have the right to reuse the instruments for construction of additional fire stations. DFawings, speGifirsatiens, aFe fWnished feF use selely with Fespert to this PaFt 1 AgFeeMeFA.-The Owner shall be permitted to retain copies, including reproducible copies, of the drawings, specifications, and other documents and electronic data furnished by the Design/Builder for information and reference in connection with the Project except as provided in Sections 3.2 and 3.3. The Owner intends that the documents, drawings, plans, specifications and electronic data are intended to be reused at some future time. Pursuant to FS 287.055(10) the documents and plans shall contain notice to the public that the plans are subject to reuse. § 3.2 If the Part 2 Agreement is not executed, the Owner shall not use the drawings, specifications, and other documents and electronic data furnished by the Design/Builder without the written permission of the Design/Builder. Drawings, specifications, and other documents and electronic data shall not be used by the Owner or others on other projects, for additions to this Project or for completion of this Project by others, except by agreement in writing and with appropriate compensation to the Design/Builder, unless the Design/ Builder is adjudged to be in default under this Part 1 Agreement or under any other subsequently executed agreement, or by agreement in writing. § 3.3 If the Design/Builder defaults in the Design/Builder's obligations to the Owner, the Architect shall grant a license to the Owner to use the drawings, specifications, and other documents and electronic data furnished by the Architect to the Design/Builder for the completion of the Project, conditioned upon the Owner's execution of an agreement to cure the Design/Builder's default in payment to the Architect for services previously performed and to the extent allowed by law, indemnify the Architect with regard to claims arising from such reuse without the Architect's professional involvement. § 3.4 Submission or distribution of the Design/Builder's documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the rights reserved in Section 3.1. ARTICLE 4 TIME § 4.1 Upon the request of the Owner, the Design/Builder shall prepare a schedule for the performance of the Basic and Additional Services which shall not exceed the time limits contained in Section 10.1 and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. § 4.2 If the Design/Builder is delayed in the performance of services under this Part 1 Agreement through no fault of the Design/Builder, any applicable schedule shall be equitably adjusted. ARTICLE 5 PAYMENTS § 5.1 The initial payment provided in Article 9 shall be made upon execution of this Part 1 Agreement and credited to the Owner's account as provided in Section 9.1.2. § 5.2 Subsequent payments for Basic Services, Additional Services, and Reimbursable Expenses provided for in this Part 1 Agreement shall be made in accordance with the Florida Prompt Payment Act, FS 218.70 et sea. m^^*"' ^^ +he .," ^++^r+h i., a �� 8. § 5.3 Upon the Owner's a receipt of properly submitted and p p Y correct Application for Payment, the Owner shall make payment to the Design/Builder in accordance with the Florida Prompt Payment Act. § 5.4 Payments due the Design/Builder under this Part 1 Agreement which are not paid when due shall bear interest in accordance with the Florida Prompt Payment Acte date due the-Fate-s +f+ed . S^^ ion 9.6, eT;the abseRse of a-specified Fate, at the legal Fate , ... 4;here +hem Dr^ie^+ is leGated ARTICLE 6 DISPUTE RESOLUTION — MEDIATION AND ARBITRATION § 6.1 Claims, disputes or other matters in question between the parties to this Part 1 Agreement arising out of or relating to this Part 1 Agreement or breach thereof shall be subject to the following procedure: the dispute shall first be addressed by a meeting between the Owner Design/Builder, Architect and Owner's Representative. If the dispute is not remedied, the parties shall submit the dispute to the County Administrator or his assign who shall make the final decision on the matter. The resolution of the dispute shall be reduced to writing and attached to this agreement. § 6.2 , the parties shall endeaveF to seffle disput" Fnedwatmen. Demand fGF mediation shall be filed OR WF;t*ng with the E)theF paFty tG this PaFt aF*sen. lR no event shall the demand f9F Fnedmatmen be Fnade afteF the date when ORStitUtOGR of legal OF equitable pFoGeedeRgs based en suGh Glaim, dispute OF etheF FnafteF an questieR would be baFFed by the appleGabie statute of repose eF immitations. 8 § 6 3 Demand far arhltra+inn shall he filer) in wFiting with the ether party to this Part 1 3 Demand .v. u. T[TGfCfO v..aw.. vv ...yaw „. rr,,a„�a� rr,a�� the be made within a Fea6enable time afteF the Glaim, dispute 9F otheF ma#eF on question f GOMMOR issues of law OF faGt between the Design!BuildeF and any per-son OF entity with aFbetratwefl FFS+eg #-Ar--Felatt�ng to this PaFt 1 Agreement shall suede, by thisthis Dart Agreement or net a paFty to an agreement with the Design/Q,gilder eveent by . u,a , . aa,,vv...v..a v. ..va w Nu.a� av u,, uaJ.,vv,,,v,�a rr , QwneF, the Design!BuildeF and all other per6Gn6 9F entities sought to be jGiRed. Consent Gensent 9F with a-pemen OF eRtity RGt named sF deser bed-thereon.Th fe entity dUly GOnsented to by the paFties to this Part 1 AgFeemeRt shall be spersifirsally hl final, t ARTICLE 7 MISCELLANEOUS PROVISIONS § 7.1 This agreement shall be construed according to the laws of the State of Florida. Venue for any lawsuit brought by any party arising from this agreement shall be in Indian River County. Florida or in the event of federal jurisdiction, the US District Court for the Southern District of Florida. Unless ethenaiise nreaiirlerl this Dart 1 Agreement shall he geyeMed by the law of the slave adhere the Dreieot is le Gated v ..� a...� ---rr __ u w Wa • § 7.2 The Owner and the Design/Builder, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Part 1 Agreement and to the partners, successors and assigns of such other party with respect to all covenants of this Part 1 Agreement. Neither the Owner nor the Design/Builder shall assign this Part 1 Agreement without the written consent of the other. § 7.3 Unless otherwise provided, neither the design for nor the cost of remediation of hazardous materials shall be the responsibility of the Design/Builder. § 7.4 This Part 1 Agreement represents the entire and integrated agreement between the Owner and the Design/Builder and supersedes all prior negotiations, representations or agreements, either written or oral. This Part 1 Agreement may be amended only by written instrument signed by both the Owner and the Design/Builder. 9 § 7.5 Prior to the termination of the services of the Architect or any other design professional designated in this Part 1 Agreement, the Design/Builder shall identify to the Owner in writing another architect or design professional with respect to whom the Owner has no reasonable objection, who will provide the services originally to have been provided by the Architect or other design professional whose services are being terminated. ARTICLE 8 TERMINATION OF THE AGREEMENT § 8.1 This Part 1 Agreement may be terminated by either party upon seven (7) days' written notice should the other party fail to perform substantially in accordance with its terms through no fault of the party initiating the termination. § 8.2 This Part 1 Agreement may be terminated by the Owner without cause upon at least seven (7) days' written notice to the Design/Builder. § 8.3 In the event of termination not the fault of the Design/Builder, the Design/Builder shall be compensated for services performed to the termination date, together with Reimbursable Expenses then due and Termination Expenses. Termination Expenses are expenses directly attributable to termination, including a reasonable amount for overhead and profit, for which the Design/Builder is not otherwise compensated under this Part 1 Agreement. ARTICLE 9 BASIS OF COMPENSATION The Owner shall compensate the Design/Builder in accordance with Article 5, Payments, and the other provisions of this Part 1 Agreement as described below. § 9.1 COMPENSATION FOR BASIC SERVICES § 9.1.1 FOR BASIC SERVICES, compensation shall be as follows: Hu. ;d: S < - �na�s. § 9.1.2 AN INITIAL PAYMENT of e F nd 5 d , ($ ' o� ) shall be made upon execution of this Part 1 Agreement and credited to the Owner's account as follows: ,d ",�j ss* .( 5.=;i;:,,«.,nµ �^'n,r?;.'Rr'y,•Pir-@:,,.:.•;. :,, ifit § 9.1.3 SUBSEQUENT PAYMENTS shall be as follows: rxop�letewsisfo ,tlna ....- § 9.2 COMPENSATION FOR ADDITIONAL SERVICES § 9.2.1 FOR ADDITIONAL SERVICES, compensation shall be as follows: ®ecemt er 10 § 9.3 REIMBURSABLE EXPENSES § 9.3.1 Reimbursable Expenses are in addition to Compensation for Basic and Additional Services, and include actual expenditures made by the Design/Builder and the Design/Builder's employees and contractors in the interest of the Project, as follows: -.� ."�a;:15 . <as",.3�_,'1"d�+;35ea`a%1""` �zon�n tca 'ic.stu , c.?"To ene wands 6 itYa hca#ion feesk , An,U.and�al impact, q,. Y p pp §9..32 FOR R�EIMBURdABLE EXcF-i-t+lSES, GGrn ensatien shallbea multiple a ;', �7TT� UTf G'TTfTTglTf177G— Yticc^.ac )tunes the amounts expended § 9.4 DIRECT PERSONNEL EXPENSE is defined as the direct salaries of personnel engaged on the Project, and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. § 9.5 INTEREST PAYMENTS § 9.5.1 The rate of interest for past due payments shall be in accordance with the Florida Prompt Payment Act as fellews: some :-r�-m e�.� J sim#aF state anvafidity of this pFevisien. SpeGh7G legal adviGe should be obtained w4h FespeGt to , J § 9.6 IF THE SCOPE of the Project is changed materially, the amount of compensation shall be equitably adjusted. § 9.7 The compensation set forth in this Part 1 Agreement shall be equitably adjusted if through no fault of the Design/Builder the services have not been completed within z 1919 ( ) months of the date of this Part 1 Agreement. ARTICLE 10 OTHER CONDITIONS AND SERVICES 10.1 The Basic Services to be performed shall be commenced uonuare o Noce I and, subject to authorized ad'ustments and to delays not caused by the Design/Builder, shall be completed in "o• M-1 ( � ® ) calendar days. The Design/Builder's Basic Services consist of those described in Section 1.3 as part of Basic Services, and include normal professional engineering and preliminary design services, unless otherwise indicated. § 10.2 Services beyond those described in Section 1.4 are as follows: (Insert descriptions of other services, identify Additional Services included within Basic Compensation and modifications to the payment and compensation terms included in this Agreement.) None § 10.3 The Owner's preliminary program, budget and other documents, if any, are enumerated as follows: Title Date Attachment A � December 8, 2014 This Agreement entered into as of the day and year first written above. O ER DESIGN/BUILDER (Signature) (Signature) Wesley S. Davis;Chairman of BCC Ijason F kes, Project Manager (Printed name and title) •...••••••... (Printed name and title) yr. .. ...../ � s .U: r • APPROVED ;off:• Attest: Jeffrey R. S , Clerk of Court and ptroller ••.R/UER CSV eputy Cler ounty ministrator APPROVED AS TO FOS A�[ L S I BY ' WILLIAM K.DEE,RAAL DEPUTY COUNTY ATTORNEY 12