Attachment C - DMS REDM AE Agreement.pdf

Attachment C- Example Architect-Engineer Agreement

Revised 10/2026

REAL ESTATE DEVELOPMENT AND MANAGEMENT

AGREEMENT BETWEEN OWNER AND ARCHITECT-ENGINEER

STATE CONTRACT NO.: N/A

RFQ NO.: «RFQ_»

STATE FLAIR CODE: N/A

FLAIR CONTRACT ID NUMBER: «Contract_»

DMS CONTINUING

CONTRACT IDENTIFIER: «Contract_» - Architectural Engineering Services

NAME AND LOCATION: «Name_Location» Region of Florida and any other Counties as may be determined necessary by the Owner.

ARCHITECT-ENGINEER: «Firm_Name»

«Firm_Add_1» «Firm_Add_2» «Firm_Phone»

CONSTRUCTION MANAGER: To be determined upon activation.

Ron DeSantis Governor

Tom Berger Secretary

AGREEMENT BETWEEN OWNER AND ARCHITECT-ENGINEER

This Agreement, effective on the last date signed by the Parties (“Effective Date”), is by and between the State of Florida, Department of Management Services, Division of Real Estate Development and Management (“Owner”), and

«AE_Name», a «State» «Entity Type» «AE_Add_1» «AE_City, State,Zip» «AE_Phone»

FEDERAL I.D. TAX NO.: «FEIN»

hereinafter referred to as the Architect-Engineer. Owner and Architect-Engineer may be referred to herein individually as a “Party” or collectively as the “Parties.”

Now, therefore the Owner and the Architect-Engineer agree as follows:

ARTICLE 1

THE CONSTRUCTION TEAM AND EXTENT OF AGREEMENT

1.1 The Architect-Engineer accepts the relationship of trust and confidence established between the Architect-Engineer and the Owner by this Agreement. The Architect-Engineer covenants with the Owner to furnish its best skill and judgment and to cooperate with the Client Agency and the Construction Manager or General Contractor, as applicable, in furthering the interests of the Owner. The Architect-Engineer agrees to provide professional services and to use its best efforts to complete the Project in the best and soundest way and in the most expeditious and economical manner consistent with the interest of the Owner.

1.2 The Construction Team

The Construction Manager or General Contractor, as applicable, the Owner, the Client Agency, and the Architect- Engineer, collectively referred to as the “Construction Team”, shall work from the beginning of planning through final construction completion and shall be available thereafter should additional services be required. The Architect- Engineer will provide leadership during the design phase, with support from the Construction Manager, if applicable.

When a Construction Manager is engaged for the Project, Construction Manager shall provide leadership to the Construction Team on all matters relating to construction. When a Construction Manager is not engaged for the Project, the Project Manager shall provide leadership to the Construction Team on matters relating to construction.

The specific representatives of the Construction Team are shown in the attached Exhibit A, which by reference and attachment hereto forms a part of this Agreement.

1.3 Extent of Agreement

This Agreement for professional services for Project Number (to be determined) entitled (to be determined) constitutes the entire Agreement between the Owner and the Architect-Engineer. This Agreement shall not be superseded by any provisions of the documents for construction and may be amended only by written instrument signed by both the Owner and the Architect-Engineer. This Agreement shall remain in full force from the Effective Date through one year after the final invoice has been paid.

1.4 Definitions

• Additional Services - Services requested or authorized by the Owner that are outside the scope of Basic Services described in Article 3 and that are subject to the requirements for authorization and compensation set forth in Article 4. The Architect-Engineer shall not perform Additional Services without prior written authorization from the Project Manager, except as otherwise expressly provided in this Agreement.

• Architect-Engineer - The entity identified on the cover page of this Agreement and entering into this Agreement with the Owner to provide professional services.

• Authorization - A written work order based on a defined scope of work prepared and issued by the Project Manager. Authorizations shall be used prior to the date of the Guaranteed Maximum Price amendment and all work performed pursuant to Authorizations shall be included in the Guaranteed Maximum Price.

• Basic Services - The professional services to be provided by the Architect-Engineer as described in Article 3 and any other services expressly identified in this Agreement as Basic Services.

• Bid Packages - Documents prepared for portions of the Project bid separately from the rest of the Project as determined by the Construction Team.

• Business Day - Monday through Friday, inclusive, excluding State holidays specified in Section 110.117, Florida Statutes.

• Change Order - The Owner, without invalidating this Agreement, may order changes in the Project within the general scope of this Agreement consisting of additions, deletions, or other revisions, adjustments to the Guaranteed Maximum Price, and adjustments to the Final Completion Date. All changes in the Project not covered by an authorized Contingency shall be authorized by Change Order or Contingency Modification signed by the Owner before the change is implemented.

• Client Agency - The State agency that will occupy and utilize the completed Project.

• Construction Cost - The total actual or estimated cost to the Owner of all elements of the Project designed or specified by the Architect-Engineer as more particularly defined in Article 7.

• Construction Documents - The Construction Documents are prepared by the Architect-Engineer utilizing the approved design development documents. The Construction Documents consist of the working drawings and specifications which set forth in detail the work required for the architectural, civil, structural, mechanical, electrical service-connected equipment, and civil/site work, and the necessary bidding information. The Architect-Engineer shall submit the Construction Documents to the Owner who will supply the Construction Documents to the Construction Manager if a Construction Manager is engaged for the Project. Any changes to the Construction Documents by the Construction Manager, the Architect-Engineer, or the Owner will be shared with the other Parties.

• Construction Manager - The entity engaged by the Owner pursuant to a Real Estate Development and Management Construction Project Agreement Between Owner and Construction Manager to perform construction management services for the Project.

• Contingency - A percentage or amount included in the Project budget to address unforeseen circumstances or other authorized Project costs as determined by the Owner.

• Contingency Modification - Taking funds already allocated to the Project and moving those funds from one Project budget category to another.

• Contract Administrator - The Owner’s Representative designated to administer contractual matters under this Agreement.

• Contract Sum - For Projects utilizing a Construction Manager, the total sum of items in Article 8 and Article 9 of the Agreement between the Owner and the Construction Manager. For Lump-Sum Bid Projects, the amount stated in the Agreement, which is the total amount payable by the Owner to the Contractor for completing the Project. The Contract Sum may be modified by Change Order(s).

• Contract Time - The period of time established in the applicable contract between the Owner and the Construction Manager or the Owner and the General Contractor for commencement and completion of the Project, as adjusted by authorized Change Orders or other authorized modifications.

• Estimate of Probable Project Construction Cost - The Architect-Engineer’s estimate of the probable construction cost of the Project based on area, volume unit pricing, or similar conceptual estimating techniques.

• Final Completion - The stage of the Project when all the items listed from the Substantial Completion inspection by the Construction Team and all permitting authorities having jurisdiction have been completed and all the items listed on the Final Pay Request Checklist have been completed and submitted to the Owner for review and acceptance. The Final Pay Request Checklist can be located at https://www.dms.myflorida.com/business_operations/real_estate_development_and_management/bureau_of _building_construction/forms_and_documents.

• General Contractor - The entity engaged by the Owner to perform construction of a Project pursuant to a construction agreement between the Owner and the General Contractor.

• Guaranteed Maximum Price (GMP) - The agreed upon maximum cost plus fee that may only be modified due to certain unforeseen circumstances and at the Owner’s discretion.

• Lump-Sum Bid Project - A Project for which the Owner does not engage a Construction Manager and for which construction services are procured through a lump-sum competitive bidding process resulting in a contract with a General Contractor.

• Owner- The State Department of Management Services, Division of Real Estate Development and Management, acting through its Secretary or those persons designated to act on behalf of the Secretary.

• Owner’s Certificate of Partial Payment - The form designated by the Owner for certification of progress payments for the Project. See Articles 3.7(7) and 3.7(8) for the Architect-Engineer’s responsibilities. The form can be located at https://www.dms.myflorida.com/business_operations/real_estate_development_and_management/bureau_of _building_construction/forms_and_documents .

• Owner’s Representative - The Contract Administrator or Project Manager, and their superiors or designees.

• Permitting Authority - The local authority with jurisdiction over the area in which the Project is located.

• Project - The total work to be performed under this Agreement. The Project consists of all planning, design, permitting, construction services, code inspections, and associated site work necessary to fully complete (Insert Project Name).

• Project Manager - The person designated by the Owner to provide direct interface with the Architect-Engineer with respect to the Owner's responsibilities.

• Reimbursable Expenses - Actual expenditures incurred by the Architect-Engineer in connection with the Project that are expressly identified as reimbursable under Article 8 and authorized in writing by the Owner.

• State - State of Florida

• Substantial Completion - The stage in the progress of the work when the work or designated portion thereof is sufficiently complete in accordance with the Construction Documents so that the Owner can occupy or utilize the work for its intended use. Additionally, for the work to be substantially complete the work must also meet the following conditions:

The work is complete in accordance with the Construction Documents to the extent required for Owner to obtain a certificate of occupancy and such certificate has actually been granted by the appropriate government authorities, provided that a failure to obtain the certificate of occupancy due to causes for which the Contractor is not responsible shall not be grounds to deny Substantial Completion status;

https://www.dms.myflorida.com/business_operations/real_estate_development_and_management/bureau_of_building_construction/forms_and_documents https://www.dms.myflorida.com/business_operations/real_estate_development_and_management/bureau_of_building_construction/forms_and_documents https://www.dms.myflorida.com/business_operations/real_estate_development_and_management/bureau_of_building_construction/forms_and_documents https://www.dms.myflorida.com/business_operations/real_estate_development_and_management/bureau_of_building_construction/forms_and_documents

All HVAC systems included in the work are properly functioning in accordance with the Construction Documents and verified by the test and balance report which shall have been delivered to the Architect- Engineer and Owner;

All life safety systems included in the work are functioning in accordance with the Construction Documents;

A certificate of Substantial Completion has been issued by the Architect-Engineer;

All operating and maintenance manuals and training shall have been delivered to the Architect-Engineer and Owner; and All commissioned systems included in the work are properly functioning in accordance with the Construction

Documents and verified by the commissioning report delivered to the Owner, provided that a failure of the Owner’s commissioning agent for which the Construction Manager is not responsible shall not be grounds to deny Substantial Completion status.

1.5 Owner's Construction Budget

The Owner’s Construction Budget consists of the funds budgeted and requested by the Owner for construction of the Project. The Owner's Construction Budget includes all Construction Manager’s management fees, if applicable, costs of the work, and the Owner's and, if applicable, Construction Manager’s construction and interface contingencies. The Owner’s Construction Budget does not include the Architect-Engineer’s fees, Owner’s contingency, furnishings and equipment, and other Owner’s costs. The Owner's Construction Budget is $(to be determined).

1.6 Architect-Engineer’s Personnel

The Architect-Engineer’s key personnel shall be identified in the attached Exhibit A. The Architect-Engineer shall not deviate from these key personnel without first obtaining the written consent of the Owner.

ARTICLE 2

COMPENSATION

The Owner agrees to compensate the Architect-Engineer for services performed pursuant to this Agreement as follows:

2.1 Basic Services

For the Architect-Engineer’s Basic Services prescribed in Article 3, the Owner shall pay a lump sum amount of $(to be determined), as prescribed in Article 9, Section 9.1.

2.2 Additional Services

Additional Services, as defined in Article 4, are to be paid as a lump sum as prescribed in the Authorization. For Additional Services authorized as of the Effective Date, the total amount to be paid is $(to be determined) as set forth in Exhibit D.

2.3 Additional Services / Actual Payroll Costs

For Additional Services to be paid as a multiple of Actual Payroll Costs, the multiplier of «MULTIPLIER» shall be applied to the Actual Payroll Costs for those Additional Services, as defined in Article 4. Actual Payroll Costs means the cost of salaries or wages paid directly to personnel engaged on the Project. The multiplier applied to the Actual Payroll Costs covers overhead, profit, and fringe benefits, as determined by the Owner. The overhead, profit, and fringe benefit multiplier for firms not identified in Exhibit A will be approved by the Owner's Project Manager when authorizing additional services required for the Project.

2.4 Reimbursable Expenses

Reimbursable Expenses shall be paid without markup as defined in Article 8 and shall not exceed the limits and requirements of Section 112.061, Florida Statutes.

2.5 Total Cost of the Project

The total cost of the Project including the Architect-Engineer’s Basic Services and Additional Services shall not exceed the total amount of $(to be determined).

ARTICLE 3

ARCHITECT-ENGINEER'S BASIC SERVICES

3.1 Basic Services

The Architect-Engineer agrees to provide professional Basic Services for the Project as set forth below, unless otherwise provided in writing by the Owner's Contract Administrator in an amendment to this Agreement and agreed to by both Parties. Basic Services include all core design disciplines necessary for full completion of the Project, including architectural, structural, mechanical, electrical, plumbing, fire protection, and civil/site design. Services within these disciplines shall not be listed or billed as Additional Services.

The Architect-Engineer shall perform the Basic Services in accordance with applicable laws, codes, regulations, and generally accepted professional standards applicable to the services and the Project.

Where applicable to the services, the Architect-Engineer shall also consider and follow generally accepted standards and practices reflected in applicable American Institute of Architects (AIA) documents and other recognized industry standards.

Copies of all documents listed in Sections 3.2, 3.3, 3.4, and 3.5 are to be provided electronically. If a paper copy is needed, the Project Manager will provide advance notice to the Architect-Engineer at the beginning of the phase.

One electronic copy of the referenced documents is required. If more than one electronic copy is needed, the Project Manager will provide advance notice to the Architect-Engineer at the beginning of the phase.

3.2 Pre-Schematic Design Phase

(1) The Architect-Engineer shall prepare the Pre-Schematic Design for all components as necessary to achieve a solution acceptable to the Owner. The Pre-Schematic Design shall consist of sketches, concepts, organization, orientation, relationships to existing and future facilities, energy conservation approaches, and equipment parameters necessary to clearly define the general scope and direction of the Project.

(2) When a Construction Manager has been engaged by the Owner, the Architect-Engineer shall coordinate the development of the Pre-Schematic Design with the Construction Manager. The Architect-Engineer shall review the Construction Manager’s estimate and provide comments to the Construction Manager and Owner regarding cost-savings and constructability.

(3) The Architect-Engineer shall distribute the Pre-Schematic Design documents to the Construction Team for review and comment as directed by the Project Manager.

3.3 Schematic Design Phase

(1) The Architect-Engineer shall prepare, utilizing an approved program or the approved Pre-Schematic Design, the Schematic Design for all components as necessary to achieve a solution acceptable to the Owner. The Schematic Design shall consist of sketches, concepts, organization, orientation, relationships to existing and future facilities, energy conservation approaches, and equipment parameters necessary to clearly define the general scope and direction of the Project. The Schematic Design will also consist of plans, sections, elevations, outline specifications, and other details necessary to fully describe the design intent. The Architect-Engineer shall submit an Estimate of Probable Project Construction Cost to the Owner for review.

(2) When a Construction Manager has been engaged by the Owner, the Architect-Engineer shall coordinate the development of the Schematic Design with the Construction Manager, and the Architect-Engineer shall review the Construction Manager’s estimate and provide comments to the Owner.

(3) The Architect-Engineer shall distribute the Schematic Design documents to the Construction Team for review and comment as directed by the Project Manager.

3.4 Design Development Documents Phase

(1) The Architect-Engineer shall prepare, using the approved Schematic Design documents, the Design Development Documents consisting of plans, elevations, and other drawings, including perspective sketches and outline specifications to fix and illustrate the size and character of the entire Project in its essentials as to kinds of materials, type of structure, mechanical, electrical systems, civil and sitework, and such other work as may be required. The data included shall be sufficient to firmly fix the scope of the Project.

(2) When a Construction Manager has been engaged by the Owner, the Architect-Engineer shall coordinate the development of the Design Development Documents with the Construction Manager, review the Construction Manager’s estimate for a Guaranteed Maximum Price and provide comments to the Owner.

(3) The Architect-Engineer shall distribute the Design Development Documents for review and comment to the Construction Team as directed by the Project Manager.

(4) The Architect-Engineer shall submit an Estimate of Probable Project Construction Cost to the Owner for review.

3.5 Construction Documents Phase

(1) The Architect-Engineer shall prepare, using the approved Design Development Documents, Construction Documents consisting of drawings and specifications and setting forth the work in detail. The Architect-Engineer shall submit an Estimate of Probable Project Construction Cost to the Owner for review.

(2) The Construction Documents shall be prepared in Bid Packages for specific work as designated by the Construction Team.

(3) When a Construction Manager has been engaged by the Owner, the Construction Manager shall prepare the non-technical documents including, but not limited to, the documents needed to obtain bids, general conditions and supplementary general conditions of resulting contracts, and other documents as detailed in the agreement between the Construction Manager and the Owner.

a. The Architect-Engineer shall review such documents and provide comments to the Owner as requested by the Project Manager.

b. The Architect-Engineer shall cooperate in the development of each Bid Package with the Construction Manager. The Architect-Engineer shall also review the Construction Manager’s pre-bid estimate of each Bid Package and provide comments to the Owner.

For Lump-Sum Bid Projects, the Architect-Engineer shall prepare the non-technical documents consisting of the necessary bidding information, general conditions and supplementary general conditions for resulting contracts, Division One of the specifications, proposal, and resulting contract form. The Architect-Engineer shall review and provide the Owner with comments on these documents. For review purposes, the Architect-Engineer shall distribute the Construction Documents, including the non-technical documents, for each Bid Package to the Construction Team for review and comment as directed by the Project Manager.

(4) For construction and upon approval of the Construction Documents by the Project Manager, the Architect- Engineer shall furnish to the Construction Manager or General Contractor, as applicable, a minimum of one set of signed and sealed construction documents to obtain the building permit.

(5) When the facility being designed under this Agreement meets the definition of a threshold building as defined in Section 553.71(12), Florida Statutes, the Architect-Engineer must prepare and submit to the Owner and Permitting Authority two (2) copies of a threshold building inspection plan as required in Chapter 533, Florida Statutes. This threshold building inspection plan must give specific inspection procedures and schedules so that the building will be adequately inspected for compliance with the permitted Construction Documents.

The Architect-Engineer shall provide Construction Documents (design documents, specifications, etc.) that conform to applicable building codes, zoning codes, and generally accepted construction industry standards.

In accordance with applicable Florida Department of Business and Professional Regulation statutes and administrative rules, the Architect-Engineer shall signify responsibility for the Construction Documents prepared pursuant to this Agreement by affixing its signature, date, and seal thereto as required by Chapters 471 and 481, Florida Statutes. If the facility being constructed meets the definition of a threshold building as defined in

Section 553.71(12), Florida Statutes, then the Architect-Engineer shall insert the following statement on each sheet required by Chapters 471 and 481, Florida Statutes and applicable Florida Administrative Rules, to be signed, sealed, and dated by the Architect-Engineer:

To the best of my knowledge, the plans, specifications, and addenda comply with the applicable minimum building codes and applicable fire safety standards as determined by the local authority in accordance with Chapters 553 and 633, Florida Statutes.

Where this Agreement provides for the Owner's approval of the Architect-Engineer's design suggestions and decisions, such approval shall not relieve the Architect-Engineer of any responsibility or warranty hereunder or as otherwise required by law.

(6) When the appropriation for the facility being designed under this Agreement includes an amount for artwork pursuant to Section 255.043, Florida Statutes, the Architect-Engineer's principal shall participate on the Art Selection Committee, which shall be organized and administered by the State of Florida, Department of State.

3.6 Bidding Phase

(1) When a Construction Manager is engaged by the Owner, the Construction Manager shall be responsible for administering the bidding of each Bid Package or subcontractor bid. For Lump-Sum Bid Projects, the Architect- Engineer shall administer the bidding in accordance with the Owner’s Professional Services Guide.

(2) The Architect-Engineer shall attend the pre-bid conference and bid opening for each Bid Package or subcontractor bid.

(3) The Architect-Engineer shall assist the Construction Team in evaluating all bids received and provide comments and a recommendation to the Owner on each proposed authorization for work.

(4) When the Guaranteed Maximum Price (GMP) is established, the Architect-Engineer shall provide the Owner with the GMP documents, which shall be properly signed and sealed and one (1) copy of which shall be provided to the Project Manager.

At the time a GMP is established, a Project Substantial Completion date, a Project Final Completion date, and an Owner occupancy date for completion of the Project in accordance with the master Project schedule shall also be established by the Construction Team.

(5) The Architect-Engineer, consulting with the Construction Team, shall prepare necessary addenda to Bid Packages, if applicable, and provide copies to the Construction Team. Prior to distribution, all addenda shall be approved by the Project Manager. Copies of each addendum, properly signed and sealed, shall be forwarded to the Project Manager.

3.7 Construction Phase – Administration of the Construction of the Project

(1) Unless otherwise provided in this Agreement and incorporated in the Construction Documents, the Architect-

Engineer shall provide administration for the Project as set forth in this Section 3.7.

(2) The Architect-Engineer shall be a representative of the Owner during the construction of the Project and shall advise and consult with the Owner. Instructions to the Construction Manager or General Contractor shall be forwarded through the Architect-Engineer, with the Project Manager copied on all related communications. The Architect-Engineer shall have authority to act on behalf of the Owner only to the extent provided in this Agreement, unless otherwise modified by written instrument in accordance with Subparagraph (18).

(3) The Architect-Engineer shall provide periodic visits to the site as prescribed in Exhibit B to be generally familiar with the progress and quality of the work and to determine in general if the work is proceeding in accordance with the Construction Documents. Exhibit B, by reference and attachment hereto, forms a part of this Agreement. On the basis of such on-site observations of the Architect-Engineer, the Architect-Engineer shall keep the Owner informed of the progress and quality of the work and shall endeavor to guard the Owner against defects and deficiencies in the work of the Construction Manager or General Contractor.

(4) The Architect-Engineer shall evaluate proposed product equals and make a determination on each in a timely manner. For products specifically identified in the applicable design guidelines, the Architect-Engineer shall consult with the Project Manager and obtain approval before making a final determination.

(5) The Architect-Engineer 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 work, for acts or omissions of the Construction Manager or General Contractor, subcontractor, or any other persons performing any of the work, or for failure of any to carry out the work in accordance with the Construction Documents.

(6) The Architect-Engineer shall at all times have access to the Project until completed.

(7) Based on the Architect-Engineer's observations at the site, the recommendations of the Construction Manager, and an evaluation of the Owner’s Certificate of Partial Payment, the Architect-Engineer shall determine the amounts owing to the Construction Manager or General Contractor and shall issue an Owner’s Certificate of Partial Payment in such amounts as described in Subparagraph (8).

(8) The issuance of an Owner’s Certificate of Partial Payment shall constitute a representation by the Architect-

Engineer to the Owner that based on the Architect-Engineer's observations at the site and on the data comprising the Certificate of Payment, work has progressed to the point indicated; that, to the best of the Architect-Engineer's knowledge, information, and belief, the quality of work is in accordance with the Construction Documents, subject to an evaluation of work for conformance with the Construction Documents upon Substantial Completion, to the results or any subsequent tests required by or performed under the Construction Documents, to minor deviations from the Construction Documents correctable prior to completion, and to any specific qualifications stated in the Owner’s Certificate of Partial Payment; and that the Construction Manager or General Contractor is entitled to payment in the amount certified. However, the issuance of an Owner’s Certificate of Partial Payment shall not be a representation that the Architect-Engineer has made any examination to ascertain how or for what purpose the Construction Manager or General Contractor has used the monies paid on account of the Contract Sum.

(9) Should disagreement occur between the Construction Manager or the General Contractor and the Architect-

Engineer over acceptability of work and conformance with the requirements of the specifications and plans, the Project Manager shall be the final judge of performance and acceptability.

(10) All interpretations and decisions of the Architect-Engineer shall be consistent with the intent of, and reasonably inferable from, the Construction Documents and shall be in writing.

(11) The Architect-Engineer's decision in matters relating to artistic effect shall be final if consistent with the intent of the Construction Documents. The Architect-Engineer's decisions on any other claims, disputes, or other matters, including those in question between the Owner and the Construction Manager or General Contractor, shall be subject to the dispute resolution provisions provided in this Agreement and in the Construction Documents.

(12) The Architect-Engineer shall have authority to reject work that does not conform to the Construction Documents.

Whenever, in the Architect-Engineer's reasonable professional judgement, it is necessary or advisable to ensure conformance with the provisions of the Construction Documents, the Architect-Engineer shall have authority to require special inspection or testing of work in accordance with the provisions of the Construction Documents, whether or not such work is fabricated, installed, or completed. However, the Architect-Engineer shall take such action only after consultation with the Construction Manager or General Contractor and Owner.

(13) The Architect-Engineer shall receive submittals such as shop drawings, product data, and samples from the

Construction Manager or General Contractor and shall review and approve or take other appropriate action upon them, but only for conformance with the design concept of the Project and with the information given in the Construction Documents. Such action shall be taken with reasonable promptness so as to cause no delay.

(14) The Architect-Engineer shall review and approve or take other appropriate action on Change Orders and

Contingency Modifications prepared by the Construction Manager or General Contractor for the Owner's approval in accordance with the Agreement between the Owner and the Construction Manager or General Contractor.

(15) The Architect-Engineer shall have authority to order minor changes in the Project not involving an adjustment in a Contract Sum or an extension of a Contract Time and which are not inconsistent with the intent of the Construction Documents. Such changes shall be effected by written order issued to the Construction Manager or General Contractor endorsed by the Project Manager.

(16) The Architect-Engineer, assisted by the Construction Manager or General Contractor, shall conduct inspections to determine the dates of Substantial Completion and Final Completion and shall issue appropriate certificates.

(17) The Architect-Engineer shall assist the Construction Manager or General Contractor in receiving and forwarding to the Owner written warranties and related documents assembled by the Construction Manager or General Contractor and subcontractors.

(18) The extent of the duties, responsibilities, and limitations of authority of the Architect-Engineer, as a representative of the Owner during construction, shall not be modified or extended without the written consent of the Owner.

ARTICLE 4

ADDITIONAL SERVICES OF THE ARCHITECT-ENGINEER

In addition to Basic Services as prescribed in Article 3, the Owner may request the Architect-Engineer to provide Additional Services. Additional services must be agreed upon in advance and authorized in writing by the Project Manager. Additional services shall be paid for by the Owner as either a lump sum or as a multiple of Actual Payroll Costs, whichever is specified in the Authorization. Additional Services do not include the normal design disciplines required by Article 3. Additional services may include, but are not limited to:

• Any studies or programming services.

• Additional services due to significant changes in general scope of the Project or its requirements including, but not limited to, changes in size, complexity, or character of construction.

• Revising previously approved drawings or specifications to accomplish changes.

• Providing more detailed cost estimates than expected from the Architect-Engineer’s Estimate of Probable Project Construction Cost.

• When required by the Owner, preparing documents for Change Orders.

• Consulting on replacement of any work damaged by fire or other cause during construction and furnishing professional services of the types set forth in Article 3 as may be required in connection with the replacement of such work.

• Arranging for the work to proceed in the event the Construction Manager or General Contractor defaults due to delinquency or insolvency.

• Providing prolonged contract administration and observation of construction should the Construction Contract Time be exceeded by more than twenty-five percent (25%) and the number of construction inspections as identified in Exhibit B are increased by more than twenty-five percent (25%) due to no fault of the Architect-

Engineer. The Architect-Engineer's efforts necessary to accomplish Substantial Completion and Final Completion inspections are included as a Basic Service and shall not be considered as an item of prolonged contract administration and observation, regardless of when performed.

• Providing record-set documents in electronic format (AutoCAD) by revising as-built drawings to show changes made during the construction process, based on marked-up prints, drawings, and other data furnished by the Construction Manager.

• Reproducing drawings and specifications, including sets furnished at each phase for the Owner's, Construction Manager’s or General Contractor’s, and Client Agency's review and approval.

• Providing Project representation beyond Basic Services:

(1) If the Owner and the Architect-Engineer agree more extensive representation for the Project than is described in Article 3.7 shall be provided, the Architect-Engineer shall provide one or more additional Project representatives to assist the Architect-Engineer in carrying out such responsibilities.

(2) Such Project representatives shall be selected, employed, and directed by the Architect-Engineer. The

Architect-Engineer shall be compensated for such services as mutually agreed upon by the Owner and the Architect-Engineer, as set forth in an Authorization under this Agreement, which shall describe the duties, responsibilities, and limitations of authority of such Project representatives.

(3) Through the observations of such Project representatives, the Architect-Engineer shall endeavor to provide further protection for the Owner against defects and deficiencies in the work, but the furnishing of such Project representation shall not modify the rights, responsibilities, or obligations of the Architect-Engineer as described in Article 3.7.

• Services of special consultants other than the normal structural, mechanical, and electrical engineering services, and services of estimators making detailed cost estimates.

• Services of consultants providing surveys, subsurface investigations, and testing.

• Record Drawings – When required by the Owner for archival purposes of the record set documents, the

Architect-Engineer shall use a computer aided design and drafting application (CADD) and shall provide the Owner with two (2) sets of files at the conclusion of 100% Construction Documents. Drawing files will be compatible with AutoCAD. Each electronic drawing file should yield exactly one final plot sheet. The project manual (specifications) should be in Microsoft Word (.doc) or Adobe (.pdf) format. Compression programs, such as pkzip or winzip, must not be used. Drawings are to be transmitted in a bound form with no x-refs and with all needed layers turned on and must include any items or instructions needed to seamlessly open the files.

• Other additional services in connection with the Project not otherwise provided for in this Agreement, but subject to written approval of Owner.

Compensation for Additional Services that are not included in Basic Services shall be negotiated by the Owner and Architect-Engineer at the time of Owner's request for said Additional Services. The Architect-Engineer shall not perform Additional Services and shall not be entitled to any payment for such Additional Services unless the Owner and Architect-Engineer execute a written document setting forth a description of the Additional Services and the compensation to be paid for those services in advance of Architect-Engineer performing such Additional Services.

Before negotiating Additional Services, the Architect-Engineer shall provide Owner with a list of personnel, proposed hourly rates, hours for each task, and itemization of proposed reimbursables for Owner’s review, and any other additional information Owner may require. Subconsultants shall provide the same information on the subconsultant’s letterhead for their Additional Services. The costs of any Additional Services performed without prior written authorization are waived by the Architect-Engineer.

ARTICLE 5

TIME

The Architect-Engineer shall perform Basic Services and any authorized Additional Services as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. The Project Schedule set forth in Exhibit C shall be further developed by the Construction Team with the agreement of the Architect-Engineer. Such agreement shall not be unreasonably withheld.

ARTICLE 6

THE OWNER'S RESPONSIBILITIES

6.1 The Owner shall provide full information as to its requirements for the Project.

6.2 The Owner shall designate the Owner’s Representative authorized to act on its behalf. The Owner shall examine documents submitted by the Architect-Engineer and render decisions pertaining thereto promptly to avoid unreasonable delay in the progress of the Architect-Engineer's work.

6.3 At the Owner’s discretion, the Owner may engage a Construction Manager to manage the construction of the Project. If a Construction Manager is engaged, the Construction Manager’s services, duties, and responsibilities shall be as described in the Agreement between the Owner and the Construction Manager. For Lump-Sum Bid Projects, the Owner may engage a General Contractor to perform the construction of the Project pursuant to the applicable construction agreement.

6.4 The Owner shall furnish or direct the Architect-Engineer to obtain, at the Owner's expense, a certified survey of the site giving, as required, grades and lines of streets, alleys, pavements, and adjoining property; rights of way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries, and contours of the building site;

locations, dimensions, and complete data pertaining to existing buildings, other improvements and trees; full information as to available service and utility lines, both public and private; and test borings and pits necessary for determining subsoil conditions.

6.5 The Owner shall pay for structural, chemical, mechanical, soil mechanics, or other tests and reports, if required.

6.6 The Owner shall arrange and pay for such legal, auditing, and insurance counseling services as may be required by the Owner for the Project.

6.7 If the Owner observes or otherwise becomes aware of any defect or deficiency in the Project, it shall give prompt written notice thereof to the Architect-Engineer and the Construction Manager or General Contractor, as applicable.

6.8 If the Estimate of Probable Project Construction Cost is in excess of any limit stated herein, the Owner may give written approval of an increase in the limit or shall cooperate in revising the Project scope or quality, or both, to reduce the cost as required or assist in defining bid alternatives.

ARTICLE 7

CONSTRUCTION COST

7.1 Definition of Construction Cost

(1) The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Architect-Engineer. The Construction Cost shall not exceed the Owner's Construction Budget, unless authorized by the Owner. The Owner's Construction Budget is set forth in Article 1.

(2) The Construction Cost shall also include the cost of labor and materials furnished by the Owner and any equipment which has been designed, specified, selected, or specially provided for by the Architect-Engineer. It shall also include the Construction Manager’s or General Contractor’s compensation for services, reimbursable costs, and the cost of work provided by the Construction Manager or General Contractor, as applicable.

(3) The Construction Cost does not include the compensation of the Architect-Engineer and the Architect-

Engineer's consultants, the cost of the land, rights-of-way, or other costs which are the responsibility of the Owner.

7.2 Responsibility for Construction Cost

(1) When a Construction Manager is engaged, the Architect-Engineer, as a design professional familiar with the construction industry, shall assist the Construction Manager in evaluating the Owner's Construction Budget and shall review the estimates of Construction Cost prepared by the Construction Manager. For Lump-Sum Bid Projects and projects in which a Construction Manager is engaged, the Architect-Engineer shall review the bids.

It is recognized, however, that neither the Architect-Engineer nor the Owner has control over the cost of labor, materials, or equipment; over the Construction Manager’s or General Contractor’s method of determining bid prices; or over competitive bidding, market conditions, or negotiating conditions. Accordingly, the Architect- Engineer cannot and does not warrant or represent that bids or negotiated prices will not vary from the Construction Budget proposed, established, or approved by the Owner, or from the estimate of Construction Cost or other cost estimate or evaluation prepared by the Construction Manager or General Contractor, as applicable.

(2) The Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal, or establishment of the Owner’s Construction Budget and agreed upon by the Owner and Architect-Engineer. In the establishment of the Owner’s Construction Budget the Construction Team will include Contingencies for price escalation and the Construction Team will consult with the Architect-Engineer to determine what materials, equipment, component systems, and types of construction are to be included in the Owner’s Construction Budget, to make reasonable adjustments in the scope of the Project, and to include in the Construction Documents alternate bids to adjust the Construction Cost.

(3) If bids are not received within the time scheduled at the time the Construction Cost was established due to causes beyond the Architect-Engineer's control, the Construction Cost established as a condition of this Agreement shall be adjusted to reflect any change in the general level of prices in the construction industry between the originally scheduled date and the date on which bids are received.

(4) If the Construction Cost is exceeded by the sum of the lowest figures from bona fide bids of negotiated proposals, plus the Construction Manager’s estimate of other elements of Construction Cost for the Project when a Construction Manager is engaged, or the lowest bid for a Lump-Sum Bid Project, the Owner shall:

• Give written approval of an increase in the Owner’s Construction Budget;

• Authorize re-bidding or renegotiation of the Project or portions of the Project within a reasonable time;

or

• Cooperate in revising the Project scope as required to reduce the Construction Cost.

In the event the Owner authorizes re-bidding or renegotiation, the Architect-Engineer shall modify the drawings and specifications as necessary. The providing of such service shall be the limit of the Architect-Engineer's responsibility unless otherwise allowed by the Owner.

ARTICLE 8

REIMBURSABLE EXPENSES

Reimbursable Expenses shall include actual expenditures made by the Architect-Engineer in the interest of the Project for the following:

(1) Fees paid for securing approval of authorities having jurisdiction over the Project;

(2) Premium portions of overtime;

(3) Any additional insurance coverage or increased insurance limits, including professional liability insurance, requested by the Owner in excess of that normally carried by the Architect-Engineer and the Architect- Engineer's consultants; and

(4) Any other fees authorized for reimbursement in writing by the Owner’s Project Manager.

Reimbursable Expenses shall not be incidental to the services defined in Article 3 and shall not exceed the limits of Section 112.061, Florida Statutes. All Reimbursable Expenses require prior written authorization from the Owner’s Project Manager. There shall be no markup on Reimbursable Expenses.

ARTICLE 9

PAYMENTS TO THE ARCHITECT-ENGINEER

9.1 Payments on Account of Architect-Engineer's Services

(1) For Basic Services, payments shall be made monthly in proportion to services rendered or at the completion of each phase of the work in proportion to services performed as follows:

Amount to be Paid Pre-Schematic Design Phase $

Upon Submittal of Documents $ Upon Approval of Documents $

Schematic Design Phase $ Upon Submittal of Documents $ Upon Approval of Documents $

Design Development Phase $ Upon Submittal of Documents $ Upon Approval of Documents $

Construction Documents Phase $ Upon Submittal of 50% Construction Documents $ Upon Approval of 50% Construction Documents $

Upon Submittal of 100% Construction Documents $ Upon Approval of 100% Construction Documents $

Receipt of Bids or Construction Authorizations $ Construction Phase $ Totals $

(2) Payments for Additional Services of the Architect-Engineer, as defined in Article 4 as a lump sum, shall be made as prescribed in the applicable Authorization.

(3) Payments for Additional Services of the Architect-Engineer, as defined in Article 4, as a multiple of Actual Payroll Costs and payments for Reimbursable Expenses, as defined in Article 8, shall be made monthly upon presentation of a detailed invoice. A Sample Invoice can be located at https://www.dms.myflorida.com/business_operations/real_estate_development_and_management/bureau_of _building_construction/forms_and_documents .

9.2 Invoicing

The Architect-Engineer shall request such compensation by submitting a properly completed invoice in accordance https://www.dms.myflorida.com/business_operations/real_estate_development_and_management/bureau_of_building_construction/forms_and_documents https://www.dms.myflorida.com/business_operations/real_estate_development_and_management/bureau_of_building_construction/forms_and_documents with the Professional Services Guide and using the form AE01 Invoice Routing Transmittal. The following documents are required to be submitted with each invoice:

(1) The Architect-Engineer’s Invoice Routing Transmittal (Form AE01)

(2) The AE Invoice Form (Form AE02)

(3) The Architect-Engineer’s Status Report of Certified Business Enterprise (CBE) Form (Form AE03). This form must be included even if no Certified Business Enterprise firms were utilized.

(4) Fourteen (14) calendar days shall be allowed for the Owner's inspection and approval of the goods and services for which any invoice has been submitted.

(5) Invoices shall be supported by such data substantiating the Architect-Engineer’s right to payment as the Owner may require, such as, but not limited to, copies of invoices from subconsultants, receipts for supplies and Reimbursable Expenses, and records describing the services performed, time expended, and names of personnel performing the services, and any other reasonable back-up documents requested.

Any required forms may be accessed at:

https://www.dms.myflorida.com/business_operations/real_estate_development_and_management/building_constr uction/forms_and_documents

9.3 Payments Withheld

(1) No deductions shall be made from the Architect-Engineer's compensation on account of penalty, liquidated damages, or other sums withheld from payments to the Construction Manager, or on account of changes in Construction Cost other…