15-Design-Build Sample Agreement.pdf

Design Build Document SAMPLE Standard Form of Agreement Between Owner and Design-Builder

AGREEMENT made as of the ____ day of ______________ in the year Two Thousand Twenty-Six (In words, indicate day, month and year.)

BETWEEN the Owner:

(Name, legal status, address and other information)

TOWN OF PALM BEACH

360 SOUTH COUNTY ROAD

PALM BEACH, FLORIDA 33480

and the Design-Builder:

(Name, legal status, address and other information) for the following Project:

(Name, location and detailed description)

MID-TOWN SEAWALL REPLACEMENT PROJECT

The Owner and Design-Builder agree as follows.

TABLE OF ARTICLES

1 THE DESIGN-BUILD DOCUMENTS

2 WORK OF THIS AGREEMENT

3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

4 CONTRACT SUM

5 PAYMENTS

6 DISPUTE RESOLUTION

7 MISCELLANEOUS PROVISIONS

8 ENUMERATION OF THE DESIGN-BUILD DOCUMENTS

TABLE OF EXHIBITS

A TERMS AND CONDITIONS

B INTENTIONALLY DELETED

C INSURANCE AND BONDS

C1 – PERFORMANCE BOND

C2 – PAYMENT BOND

D DESIGN AND CONSTRUCTION OF MID-TOWN SEAWALL

E PROPOSAL, DATED XX/XX/2026

F CONSTRUCTION SCHEDULE

G REVISED GUARANTEED MAXIMUM PRICE

ARTICLE 1 THE DESIGN-BUILD DOCUMENTS

§ 1.1 The Design-Build Documents form the Design-Build Contract. The Design-Build Documents consist of this Agreement between Owner and Design-Builder (hereinafter, the “Agreement”) and its attached Exhibits;

Supplementary and other Conditions; Addenda issued prior to execution of the Agreement; the Project Criteria, including changes to the Project Criteria proposed by the Design-Builder and accepted by the Owner, if any; the Design-Builder's Proposal and written modifications to the Proposal accepted by the Owner, if any; other documents listed in this Agreement; and Modifications issued after execution of this Agreement. The Design-Build Documents shall not be construed to create a contractual relationship of any kind (1) between the Architect and Owner, (2) between the Owner and a Contractor or Subcontractor, or (3) between any persons or entities other than the Owner and Design- Builder, including but not limited to any consultant retained by the Owner to prepare or review the Project Criteria.

An enumeration of the Design-Build Documents, other than Modifications, appears in Article 8.

§ 1.2 The Design-Build Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral.

§ 1.3 The Design-Build Contract may be amended or modified only by a Modification. A Modification is (1) a written amendment to the Design-Build Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Owner.

ARTICLE 2 THE WORK OF THE DESIGN-BUILD CONTRACT

§ 2.1 The Design-Builder shall fully execute the Work described in the Design-Build Documents, except to the extent specifically indicated in the Design-Build Documents to be the responsibility of others.

ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

§ 3.1 The date of commencement of the Work shall be the date of this Agreement unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner.

(Insert the date of commencement if it differs from the date of this Agreement or, if applicable, state that the date will be fixed in a notice to proceed.)

The date will be fixed in a notice to proceed issued by the Owner.

If, prior to the commencement of Work, the Owner requires time to file mortgages, documents related to mechanic’s liens and other security interests, the Owner’s time requirement shall be as follows:

N/A

§ 3.2 The Contract Time shall be measured from the date of commencement, subject to adjustments of this Contract Time as provided in the Design-Build Documents.

(Insert provisions, if any, for liquidated damages relating to failure to complete on time or for bonus payments for early completion of the Work.)

The Work shall be Substantially Completed in 335 days from the Notice to Proceed issued by the Owner and fully and Finally Completed within 30 days from the date for Substantial Completion. Liquidated Damages in the amount of $500.00 shall be assessed for each and every day the Design-Builder fails to meet the date for Substantial Completion and $500.00 for each and every day the Design-Builder fails to meet Final Completion. It is mutually agreed by and between the parties hereto that time shall be an essential part of this Contract and that in case of failure on the part of the Design-Builder to complete the Contract within the time specified and agreed to above, the Owner will be damaged thereby; and the amount of said damages inclusive of expenses for inspection, superintendents, consultants, and Owner’s additional services, and necessary travel expenses, being impossible to ascertain, it is hereby agreed that the amount of such liquidated damages above shall be the appropriate sum set forth herein as liquidated damages for every day’s delay in finishing the Work in excess of the number of days provided for above for Substantial and Final Completion. The Design-Builder hereby agrees that such sum shall be deducted from monies due Design Builder under this Contract or if no money is due the Design-Builder, the Design-Builder hereby agrees to pay to the Owner as liquidated damages, and not as a penalty, such total sum as shall be due for such delay. Any deductions by the Owner of monies herein shall not be considered a default by the Owner.

§ 3.3 The Design-Builder shall achieve Substantial Completion of the Work in accordance with Section 3.2 above.

ARTICLE 4 CONTRACT SUM

§ 4.1 The Owner shall pay the Design-Builder the Contract Sum in current funds for the Design-Builder’s performance of the Design-Build Contract. The Contract Sum shall be one of the following:

(Check the appropriate box.)

[X] Stipulated Sum in accordance with Section 4.2 below;

[ ] Cost of the Work Plus Design-Builder’s Fee in accordance with Section 4.3 below;

[ ] Cost of the Work Plus Design-Builder’s Fee with a Guaranteed Maximum Price in accordance with Section 4.4 below.

(Based on the selection above, complete either Section 4.2, 4.3 or 4.4 below.)

§ 4.2 STIPULATED SUM

§ 4.2.1 The Stipulated Sum shall be Two Million Three Hundred Sixty-Nine Thousand Eight Hundred Seventy-Six Dollars and Thirty-Four Cents ($2,369,876.34), subject to additions and deductions as provided in the Design-Build Documents.

§ 4.2.2 The Stipulated Sum is based upon the following alternates, if any, which are described in the Design-Build Documents and are hereby accepted by the Owner:

§ 4.2.3 Unit prices, if any, are as follows:

Description Units Price ($0.00) N/A

§ 4.2.4 Allowances, if any, are as follows:

(Identify and state the amounts of any allowances, and state whether they include labor, materials, or both)

Allowance Amount ($0.00) Included Items N/A N/A N/A

§ 4.2.5 Assumptions or qualifications, if any, on which the Stipulated Sum is based, are as follows:

§ 4.3 COST OF THE WORK PLUS DESIGN-BUILDER’S FEE

§ 4.3.1 INTENIONALLY DELETED

§ 4.3.2 INTENTIONALLY DELETED

§ 4.4 COST OF THE WORK PLUS DESIGN-BUILDER’S FEE WITH A GUARANTEED MAXIMUM PRICE

§ 4.4.1 INTENTIONALLY DELETED

§ 4.4.2 INTENTIONALLY DELETED

§ 4.4.3 GUARANTEED MAXIMUM PRICE

§ 4.4.3.1 INTENTIONALLY DELETED

§ 4.4.3. INTENTIONALLY DELETED

§ 4.4.3.3 INTENTIONALLY DELETED

§ 4.4.3.4 INTENTIONALLY DELETED

§ 4.4.3.5 INTENTIONALLY DELETED

(Tables deleted.)

(Paragraphs deleted.)

§ 4.5 CHANGES IN THE WORK

§ 4.5.1 Adjustments of the Contract Sum on account of changes in the Work may be determined by any of the methods listed in Article A.7 of Exhibit A, Terms and Conditions.

§ 4.5.2 INTENTIONALLY DELETED

ARTICLE 5 PAYMENTS

§ 5.1 PROGRESS PAYMENTS

§ 5.1.1 Based upon Applications for Payment submitted to the Owner by the Design-Builder, the Owner shall make progress payments on account of the Contract Sum to the Design-Builder as provided below and elsewhere in the Design-Build Documents.

§ 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows:

§ 5.1.3 Provided that an Application for Payment is received not later than the 15th day of month, the Owner shall make payment to the Design-Builder no later than 45 days thereafter. If an Application for Payment is received by the Owner after the application date fixed above, payment shall be made by the Owner not later than 45 days after the Owner receives the Application for Payment.

Notwithstanding the foregoing, the General Conditions shall control payment, including retainage.

§ 5.1.4 INTENTIONALLY DELETED

§ 5.1.5 With each Application for Payment where the Contract Sum is based upon a Stipulated Sum, the Design- Builder shall submit the most recent schedule of values in accordance with the Design-Build Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. Compensation for design services shall be shown separately. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Owner may require. This schedule of values, unless objected to by the Owner, shall be used as a basis for reviewing the Design-Builder’s Applications for Payment. Notwithstanding the foregoing, the General Conditions shall control payment.

§ 5.1.6 In taking action on the Design-Builder’s Applications for Payment, the Owner shall be entitled to rely on the accuracy and completeness of the information furnished by the Design-Builder and shall not be deemed to have made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Sections

5.1.4 or 5.1.5, or other supporting data; to have made exhaustive or continuous on-site inspections; or to have made examinations to ascertain how or for what purposes the Design-Builder has used amounts previously paid on account of the Agreement. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner’s accountants acting in the sole interest of the Owner.

§ 5.1.7 Except with the Owner's prior approval, the Design-Builder shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site.

§ 5.2 PROGRESS PAYMENTS - STIPULATED SUM

§ 5.2.1 Applications for Payment where the Contract Sum is based upon a Stipulated Sum shall indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment.

§ 5.2.2 Subject to other provisions of the Design-Build Documents, the amount of each progress payment shall be computed as follows:

1. Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the schedule of values, less retainage of five percent (5 %) on the Work, other than services provided by design professionals and other consultants retained directly by the Design-Builder. Pending final determination of cost to the Owner of Changes in the Work, amounts not in dispute shall be included as provided in Section A.7.3.8 of Exhibit A, Terms and Conditions;

2. Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing), less retainage of five percent (5 %);

3. Subtract the aggregate of previous payments made by the Owner; and

4. Subtract amounts, if any, for which the Owner has withheld payment from or nullified an Application for Payment as provided in this Contract and the General Conditions.

§ 5.2.3 The progress payment amount determined in accordance with Section 5.2.2 shall be further modified under the following circumstances:

1. add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to the full amount of the Contract Sum, less such amounts as the Owner shall determine for incomplete Work, retainage applicable to such work and unsettled claims; and (Section A.9.8.6 of Exhibit A, Terms and Conditions requires release of applicable retainage upon Substantial Completion of Work with consent of surety, if any.)

2. add, if final completion of the Work is thereafter materially delayed through no fault of the Design- Builder, any additional amounts payable in accordance with Section A.9.10.3 of Exhibit A, Terms and Conditions.

§ 5.2.4 Reduction or limitation of retainage, if any, under Section 5.2.2 shall be as follows:

Notwithstanding anything to the contrary, the Retainage Provision in Exhibit A, Terms and Conditions, shall control.

§ 5.3 PROGRESS PAYMENTS - COST OF THE WORK PLUS A FEE

§ 5.3.1 INTENTIONALLY DELETED

§ 5.3.2 (Paragraph deleted.)

INTENTIONALLY DELETED

§ 5.3.3 INTENTIONALLY DELETED

§ 5.3.4 INTENTIONALLY DELETED

(Paragraphs deleted.)

§ 5.4 PROGRESS PAYMENTS - COST OF THE WORK PLUS A FEE WITH A GUARANTEED MAXIMUM PRICE

§ 5.4.1 INTENTIONALY DELETED

§ 5.4.2 INTENTIONALLY DELETED

§ 5.4.3 INTENTIONALLY DELETED

§ 5.5 FINAL PAYMENT

§ 5.5.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Design-Builder no later than 30 days after the Design-Builder has fully performed the Design-Build Contract, including the requirements in Section A.9.10 of Exhibit A, Terms and Conditions, except for the Design-Builder’s responsibility to correct non-conforming Work discovered after final payment or to satisfy other requirements, if any, which extend beyond final payment. Notwithstanding anything to the contrary, the General Conditions shall control.

ARTICLE 6 DISPUTE RESOLUTION

§ 6.1 INTENTIONALLY DELETED

§ 6.2 All dispute resolutions shall be pursuant to the General Conditions and as follows:

Litigation in a court of competent jurisdiction located in Palm Beach County, Florida.

§ 6.3 ARBITRATION

§ 6.3.1 INTENTIONALLY DELETED

(The remainder of this page intentionally left blank.)

ARTICLE 7 MISCELLANEOUS PROVISIONS

§ 7.1 The Architect, other design professionals and consultants engaged by the Design-Builder shall be persons or entities duly licensed to practice their professions in the jurisdiction where the Project is located and are listed as follows:

(Insert name, address, license number, relationship to Design-Builder and other information.)

Name and Address License Number Relationship to Design-Builder

Other Information

Ohlson Lavoie Corporation Sam Elsheikh, AIA 2295 S. Hiawassee Road, #310 Orlando, FL 32835

RGD & Associates, Inc.

d/b/a RGD Consulting Engineers Tom Abbassi, P.E.

2151 S. Highway Alt.

A1A, Suite 2000 Jupiter, FL 33477

RGD & Associates, Inc.

d/b/a RGD Consulting Engineers Mike Bishop, P.E.

Davis Fitzgerald, P.E.

2151 S. Highway Alt.

A1A, Suite 2000 Jupiter, FL 33477

Greenbuilt Solutions, LLC

Nathan Ritter, LEED

AP, BD+C

315 E. Robinson St.

Orlando, FL 32801

AR 92932

CA-85211

CA-73000

CA-82057

Consultant Architect

Consultant Structural Engineer

Consultant MEP Engineers

Principal-in- Charge Sustainability

§ 7.2 Consultants, if any, engaged directly by the Owner, their professions and responsibilities are listed below:

(Insert name, address, license number, if applicable, and responsibilities to Owner and other information.)

Name and Address License Number Responsibilities to Owner

Other Information

Synalovski Romanik Saye, LLC 1800 Eller Drive Suite 500 Fort Lauderdale, FL 33316

AR0011628 Design Criteria Professional

§ 7.3 Separate contractors, if any, engaged directly by the Owner, their trades and responsibilities are listed below:

(Insert name, address, license number, if applicable, responsibilities to Owner and other information.)

See Exhibit E, pages 28 – 32.

Name and Address License Number Responsibilities to Owner Other Information

§ 7.4 The Owner’s Designated Representative is:

(Insert name, address and other information.)

Full Name Project Manager 951 Okeechobee Rd West Palm Beach, FL 33401 Office:

E-mail:

§ 7.4.1 The Owner’s Designated Representative identified above shall be authorized to act on the Owner’s behalf with respect to the Project.

§ 7.5 The Design-Builder’s Designated Representative is:

(Insert name, address and other information.)

Full Name Title Company Name Address City, State Zip Code Office:

E-mail:

§ 7.5.1 The Design-Builder’s Designated Representative identified above shall be authorized to act on the Design- Builder’s behalf with respect to the Project.

§ 7.6 Neither the Owner’s nor the Design-Builder’s Designated Representative shall be changed without ten days written notice to the other party.

§ 7.7 Other provisions:

§ 7.7.1 Where reference is made in this Agreement to a provision of another Design-Build Document, the reference refers to that provision as amended or supplemented by other provisions of the Design-Build Documents.

§ 7.7.2 Payments due and unpaid under the Design-Build Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located.

(Insert rate of interest agreed upon, if any.)

Default or legal prevailing rate under Florida State law.

(Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner’s and Design-Builder’s principal places of business, the location of the Project and elsewhere may affect the validity of this provision. Legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.)

ARTICLE 8 ENUMERATION OF THE DESIGN-BUILD DOCUMENTS

§ 8.1 The Design-Build Documents, except for Modifications issued after execution of this Agreement, are enumerated as follows:

§ 8.1.1 The Agreement is this executed edition of the Standard Form of Agreement Between Owner and Design- Builder, Design-Build Document.

§ 8.1.2 The Supplementary and other Conditions of the Agreement, if any, are as follows:

(Either list applicable documents below or refer to an exhibit attached to this Agreement.)

N/A § 8.1.3 The Project Criteria, including changes to the Project Criteria proposed by the Design-Builder, if any, and accepted by the Owner, consist of the following:

(Either list applicable documents and their dates below or refer to an exhibit attached to this Agreement.)

Exhibit D Design and Construction of Mid-Town Seawall at South Ocean Boulevard (RFQ No.2026-12, dated Month DD, 2026, including Addendums x-x

§ 8.1.4 The Design-Builder’s Proposal, dated xx/xx/2026, consists of the following:

(Either list applicable documents below or refer to an exhibit attached to this Agreement.)

Exhibit E Design and Construction of Mid-Town Seawall at South Ocean Boulevard (RFQ No.2026-12) Proposal

§ 8.1.5 Amendments to the Design-Builder’s Proposal, if any, are as follows:

(Either list applicable documents below or refer to an exhibit attached to this Agreement.)

Exhibit G – Guaranteed Maximum Price dated xx/xx/2026

§ 8.1.6 The Addenda, if any, are as follows:

(Either list applicable documents below or refer to an exhibit attached to this Agreement.)

§ 8.1.7 Exhibit A, Terms and Conditions.

Design-Build Document, Exhibit A, Terms and Conditions

§ 8.1.8 Exhibit B, Determination of the Cost of the Work, if applicable.

INTENTIONALLY DELETED

§ 8.1.9 Exhibit C, Insurance and Bonds, if applicable.

Complete Design-Build Document RFQ No.2026-12, Exhibit C, Insurance and Bonds which shall be provided within 30 days of contract execution.

§ 8.1.10 Other documents, if any, forming part of the Design-Build Documents are as follows:

(Either list applicable documents below or refer to an exhibit attached to this Agreement.)

Exhibit D, Design and Construction of Mid-Town Seawall at South Ocean Boulevard (RFQ No.2026-12), dated Month, DD, 2026, including Addendums x-y

Exhibit E, Design and Construction of Mid-Town Seawall at South Ocean Boulevard (RFQ No.2026-12) Proposal, dated Month, DD, 2026

Exhibit F Construction Schedule

This Agreement entered into as of the day and year first written above and is executed in at least three (3) original copies, of which one (1) is to be delivered to the Design-Builder and one (1) to the Owner.

ARTICLE 9.0 This Agreement is binding upon the parties hereto, their heirs, successors, and/or assigns.

ARTICLE 10.0 This Agreement shall not be construed against the party who drafted the same as all parties to this Agreement have hired legal and business experts to review the adequacy of same.

ARTICLE 11.0 This Agreement is subject to Fiscal Funding Out in accordance with the laws of the State of Florid. In no case whatsoever shall failure to lawfully appropriate funds for the Agreement constitute a default by the Owner.

ARTICLE 12.0 The General and any Special Conditions and all other Exhibits attached hereto are hereby incorporated herein.

ARTICLE 13.0 Should there be any inconsistency in any of the provisions herein, the more stringent shall control.

ARTICLE 14.0 Should any dispute arise from the Agreement, venue shall lie in Palm Beach County, Florida and each party shall bear its own attorney’s fees and costs, including fees and costs on appeal.

TOWN OF PALM BEACH

ATTEST: (OWNER)

BY: ________________________________ BY: ________________________________

Kelly Churney, Town Clerk Kirk W. Blouin, Town Manager

APPROVED AS TO FORM

AND LEGAL SUFFICIENCY:

BY: _______________________________

R. Max Lohman, Town Attorney

(DESIGN-BUILDER)

WITNESSES:

____________________________________ BY: ________________________________

Full name, President

STATE OF FLORIDA )

) ss.

COUNTY OF PALM BEACH )

I HEREBY CERTIFY that on this _______ day of ______________ 2026, the foregoing instrument was acknowledged before me by means of ☐ physical presence or ☐ online notarization by April McIntosh, to me known to be the person described herein and who executed the foregoing instrument and acknowledged before me that she executed the same. She produced as identification.

(SEAL) Notary Public State of Florida, at Large