Professional Architectural and Engineering Services for Elementary School Reuse Prototype(s)

DCPS DOCS DEC 2021 DUVAL COUNTY PUBLIC SCHOOLS STANDARD ARCHITECT SERVICES AGREEMENT BETWEEN THE DUVAL COUNTY SCHOOL BOARD, FLORIDA and SCHENKEL & SHULTZ, INC. for Project: DOC - Prototype Reuse Elementary Schools Date: ---------------- STANDARD ARCHITECT SERVICES AGREEMENT TABLE OF CONTENTS ARTICLE 1 ARCHITECT'S RESPONSIBILITY ............................................................... I ARTICLE 2 ADDITIONAL SERVICES OF ARCHITECT ............................................... 6 ARTICLE 3 OWNER'S RESPONSIBILITIES ............................... : ................................... 8 ARTICLE 4 TIME ................................................................................................................ 9 ARTICLE 5 COMPENSATION ........................................................................................ 11 ARTICLE 6 OWNERSHIP OF DOCUMENTS ................................................................ 11 ARTICLE 7 OWNERSHIP AND LICENSE OF DOCUMENTS AND

INTELLECTUAL PROPERTY .................................................................... 11 ARTICLE 8 MAINTENANCE OF RECORDS .............................................................. ~ .. 13 ARTICLE 9 INDEMNIFICATION .................................................................................... 14 ARTICLE 10 INSURANCE ................................................................................................. 15 ARTICLE 11 SERVICES BY ARCHITECT'S OWN STAFF ............................................ 18 ARTICLE 12 WAIVER OF CLAIMS ................................................................................. 19 ARTICLE 13 TERMINATON ............................................................................................. 19 ARTICLE 14 SECURING AGREEMENT/PUBLIC ENTITY CRIMES ........................... 20 ARTICLE 15 CONFLICT OF INTEREST .......................................................................... 21 ARTICLE 16 MODIFICATION .......................................................................................... 21 ARTICLE 17 NOTICES AND ADDRESS OF RECORD .................................................. 21 ARTICLE 18 MISCELLANEOUS ...................................................................................... 22 ARTICLE 19 APPLICABLE LAW ..................................................................................... 24 ARTICLE 20 EQUAL EMPLOYMENT OPPORTUNITY/NONDISCRIMINATION S/MBE & W/MBE ................. 25 ARTICLE 21 DISPUTE RESOLUTION ............................................................................. 26 Schedule A: Schedule B: Schedule C: Schedule D: Schedule E: Schedule F: Schedule G: Schedule H: Schedule I: Schedule J Schedule K: Schedule L: DCPS DOCS DEC 2021 TABLE OF SCHEDULES Scope of Services Basis of Compensation Design Schedule Certificate of Insurance Rate Schedule Truth In Negotiation Certificate Staffing Schedule Certificate of Substantial Completion Certificate of Occupancy Certificate of Final Inspection MBE Monthly Status Report - OEO Form 5 1 Total Quality Management Process & Evaluation Form 11 STANDARD ARCHITECT SERVICES AGREEMENT THIS STANDARD ARCHITECT SERVICES AGREEMENT (the "AGREEMENT") is made and entered into by and between the Duval County School Board (DCSB), Florida, a body corporate existing under the laws of the State of Florida (hereinafter referred to as the "OWNER"), and Schenkel & Shultz, Inc., an Architectural Firm, whose business address is 200 E. Robinson St., Suite 300, Orlando, FL 32801 (hereinafter referred to as the "ARCHITECT"). WITNE SETH: WHEREAS, the OWNER issued RFQ-06-22/TW in November 4, 2021 (the "RFQ") to create a pool of ARCHITECTS for Elementary School Reuse Prototype(s), a copy of which RFQ is attached hereto and incorporated herein by this reference as Exhibit A The Board has approved the award to the firm to provide such services to the OWNER; and WHEREAS, after free and open competition, ARCHITECT submitted a proposal dated December 2, 2021, a copy of which is attached hereto and incorporated herein by this reference as Exhibit B (the "Proposal"), and was selected by the Evaluation Committee as the best responsive and most qualified Architect; and WHEREAS, the Board desires to enter into an agreement with the ARCHITECT and is authorized to enter into such an agreement for design services pursuant to Rule 6A-l.012(7), Florida Administrative Code; and WHEREAS, this contract does not guarantee that the ARCHITECT will be awarded a design services contract(s) for specific new elementary schools or be compensated for any services related to the preparation of fee proposals and supporting documentation or presentations; and WHEREAS, this contract term will be for five (5) years with five (5) annual renewals of one (1) year each to be exercised in the sole discretion of OWNER; and WHEREAS, ARCHITECT represents that it has expertise in the type of professional architectural and/or engineering services that will be required for the Project(s). NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE 1. -ARCHITECT'S RESPONSIBILITY 1.1 ARCHITECT shall provide to OWNER professional architectural and/or engineering services in all phases of the Project to which this Agreement applies. All design services to be provided by ARCHITECT pursuant to this Agreementshall be in conformance with the Scope of Services described in Schedule A ("Scope of Services"). Any deviation from the Scope of Services must be promptly brought to OWNER's attention in writing by 3 DCPS DOCS DEC 2021 ARCHITECT and all such deviations must be expressly approved by OWNER in advance in writing. The Basic Services (as definedin Section 1.2) and any authorized Additional Services (as determined in accordance with Article 2) required of ARCHITECT are referred to collectively at times as "Services." 1.2 The basic services to be performed by ARCHITECT hereunder are set forthin the Scope of Services and include such other and further services as are normally and _customarily provided by an ARCHITECT in the ordinary course of business as a part of such basic services, even if not specifically identified in the Scope of Services (collectively, the "Basic Services"). The total compensation to be paid to the ARCHITECT by OWNER for all Basic Services is set forth in Article 5. 1.3 ARCHITECT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Duval County, Florida, including all licenses required by the respective state boards andother governmental agencies responsible for regulating and licensing the professional services to be provided and performed by ARCHITECT pursuant to this Agreement. 1.4 ARCHITECT agrees that, when the Services to be provided hereunder relateto a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified personnel to provide such Services. 1.5 ARCHITECT has employed and hereby designates J. David Torbert to serve as ARCHITECT's representative (hereinafter referred to as the "Representative"). The Representative is authorized and responsible to act on behalf of ARCHITECT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under this Agreement. By execution of this Agreement, ARCHITECT acknowledges that the Representative has full authority to bind and obligate ARCHITECT on all matters arising out of or relating to this Agreement. ARCHITECT agrees that the Representative shall devote whatever time is required to satisfactorily manage the Services to be providedand performed by ARCHITECT hereunder. Further, ARCHITECT agrees that the Representative identified above shall not be removed by ARCHITECT from the Project without OWNER' s prior written approval, and if so removed, must be immediately replaced with a person acceptable to OWNER. 1.6 ARCHITECT agrees that its senior staff and its Consultants (defined below)who will perform any Services for the Project are subject to OWNER's reasonableapproval. Attached hereto as Schedule G is a listing of ARCHITECT' s senior staff who have been assigned to the Project, as well as the Consultants who will beused by ARCHITECT on the Project. None of the senior staff or Consultants identified in Schedule G shall be removed by ARCHITECT from the Project without OWNER's prior written approval (such approval not to be unreasonably withheld),and if so removed shall be immediately replaced with a person 4 DCPS DOCS DEC 2021 or firm acceptable to OWNER. ARCHITECT further agrees, within fourteen (14) calendar days of receipt of a written request from OWNER, to promptly remove and replace the Representative, any other personnel employed or retained by ARCHITECT, or any Consultants or any personnel of any such Consultants engaged by ARCHITECT to provide and perform Services or work pursuant to the requirements of this Agreement, whom OWNER shall request in writing to be removed, which request may be made by OWNER with or without cause. ARCHITECT shall be responsible to OWNER for the acts and omissions of ARCHITECT's employees and Consultants arising out of or resulting from the performance of the Services hereunder which do not conform to ARCHITECT's standard of care, would constitute a breach of this Agreement if the act or omission were committed by ARCHITECT or are otherwise wrongful or unlawful. 1.7 ARCHITECT represents to OWNER that it has expertise in the type of professional architectural and/or engineering services that will be required for the Project.Drawings shall be prepared in electronic AutoCAD as determined by OWNER, and the Project Manual, as defined in the Owner's DesignGuidelines, dated December 2020, as may be amended from time to time( or later version in effect at time of execution of this Agreement or any amendment hereto) ("Design Guidelines"), shall be prepared as an electronic format in accordance with OWNER's standards set forth in the Design Guidelines. By execution of this Agreement, ARCHITECT acknowledges it has received and reviewed the most recent version of OWNER's Design Guidelines. ARCHITECT agreesto follow, observe and design in accordance with the standards, requirements and conventions set forth in the Design Guidelines. ARCHITECT further agrees that all Services to be provided by ARCHITECT pursuant to this Agreement shall be subject to OWNER's reasonable review and approval and shall be in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations (including utility regulations), local and state fire marshal requirements and the Florida Building Code, as well as the requirements of any governmental agencies which regulate or have jurisdiction over the Project or the Services to be provided and performed by DESIGN PROFESSIONAL, specifically including, without limitation, the Florida Department of Education State Requirements for Educational Facilities 2014 ( or later version in effect attime of execution of this Agreement or any amendment hereto) (the "SREF"). In the event of any conflicts in these requirements, ARCHITECT shall promptly notify OWNER of such conflict in writing and utilize its best professional judgment to resolve the conflict. Nothing in this Agreement shall be construed to eliminate ARCHITECT's responsibility for compliance of its design, its documents and its Services with applicable local, state and federal statutes and regulations and applicable professional practice standards. OWNER's approval of the design documents in no way relieves ARCHITECT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.8 ARCHITECT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER's prior written consent, or unless incident to the proper performance of ARCHITECT's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non- public information concerning the Services to be rendered by ARCHITECT hereunder. "Non-public information" shall mean any information or records that Chapter 119, Florida Statutes, exempts Owner from disclosing. ARCHITECT shall require all of its employees, agents, and Consultants tocomply with the provisions of this paragraph. 5 DCPS DOCS DEC 2021 1.9 ARCHITECT acknowledges that OWNER will be contracting with a construction manager or contractor who, if retained, shall be responsible for the construction of the Project, hereinafter referred to as "CONTRACTOR." ARCHITECT agrees to cooperate with CONTRACTOR with respect to performance of all work and furnishing of all labor, materials, equipment and other items and services required for construction of the Project by CONTRACTOR, its subcontractors and suppliers of any tier, or other direct contractors or utility companies, if any ( collectively, the "Work"). OWNER may elect to contract with CONTRACTOR during the design phase of the Project. If CONTRACTOR is retained during the design phase, ARCHITECT agrees to incorporate, whenever practicable and consistent with good design, and after OWNER's written approval, all suggestions or recommendations timely made by CONTRACTOR with respect to the Project design. 1.10 In addition to any other presentation or meeting requirements placed upon ARCHITECT elsewhere in this Agreement, ARCHITECT shall provide the following services with respect to presentations, meetings, and technical liaisons as part of its Basic Services and at no additional cost to OWNER: 1.10.1 ARCHITECT shall manage ARCHITECT's Basic Services, consult with OWNER, research applicable design criteria, attend Project meetings, communicate with members of the Project team and report progress to OWNER. 1.10.2 ARCHITECT shall coordinate ARCHITECT's duties and responsibilities set forth in OWNER's contract with CONTRACTOR with ARCHITECT's Basic Services set forth in this Agreement and, further, shall coordinate its Basic Services with those services provided by OWNER and any of OWNER's consultants and contractors. 1.10.3 Prior to the commencement of design activities, OWNER and ARCHITECT shall conduct a pre-design conference for the purpose of discussing issues relative to the Project, plans preparation and submittal procedures and to convey to ARCHITECT such items to be provided by OWNER as may be available at that time. 1.10.4 In the event any issues, defects or changes arise during the course of the Project which make additional presentations, other than those listed elsewhere in this Agreement, necessary in OWNER' s best interest, ARCHITECT shall make any and all additional presentations to OWNER to ensure that OWNER is fully informed of any such issues and has the opportunity to resolve and address any such issuesin a timely and prudent manner. 6 DCPS DOCS DEC 2021 1.10.5 ARCHITECT shall submit to OWNER, not later than the tenth (10th) day of each month, a progress report. The progress report shall reflect Project design and construction status, conditions of the Project and in particular, any deviations from schedule or requirements and reasons therefor, if any, plus a recommendation for obtaining satisfactory progress and construction. 1.10.6 ARCHITECT shall participate in regular Project Conferences with OWNER's staff as noted in Schedule A. These meetings shall be scheduled by OWNER or ARCHITECT as a Virtual Conference or In Person at a location in Duval County, Florida, to be designated by OWNER. 1.10. 7 ARCHITECT shall attend, as technical advisor to or agent of OWNER, as directed by OWNER, all meetings or hearings conductedby permitting agencies or public bodies in connection with any permit required for the construction of the Project. 1.10. 8 ARCHITECT shall keep accurate minutes of all meetings and distribute c,opies of said minutes to OWNER and all in attendance. All meetings shall be coordinated with OWNER's staff. Meeting minutesshall be distributed within four ( 4) days of the meeting date. 1.10.9 ARCHITECT shall coordinate all questions concemingdesign standards and codes with the appropriate offices and departments of OWNER, as identified by OWNER's designated Project Manager. ARCHITECT shall keep OWNER's Project Manager informed of changes or requirements issued by any of those offices or departments 1.10.10 ARCHITECT shall provide Total Quality Management(TQM) program services, including participation in the evaluation processas outlined in Schedule L. ARCHITECT shall immediatelyinform OWNER's Project Manager of any quality concerns or issues which arise during the performance of this Agreement. 1.11 ARCHITECT agrees, for both itself and all of its Consultants, to comply with applicable federal, state, and local laws, statutes, ordinances, rules and regulations with respect to safety and security at OWNER's facilities, including, without limitation, OWNER's drug program and any and all other rules, regulations, directives, policies or procedures of OWNER, now and in the future, as said rules and regulations may be modified and 7 DCPS DOCS DEC 2021 amended by OWNER from time to time (collectively, "Rules and Regulations"). In this regard, ARCHITECT acknowledges having reviewedOWNER's Rules and Regulations currently in effect, including, without limitation, those Rules and Regulations available on OWNER's website (https://dcps.duvalschools.org) and has accounted for compliance with such Rules and Regulations in its fee and schedule for performance of its Basic Services. 1.11.1 ARCHITECT expressly acknowledges and agrees that it isresponsible for complying with all Rules and Regulations of the Jessica Lunsford Act. Further, ARCHITECT shall comply with any Rules and Regulations implemented by OWNER in order to comply withthe Jessica Lunsford Act. 1.11.2 ARCHITECT certifies that no person or Consultant will beassigned to perform any of the Services pursuant to this Agreement that poses any threat or risk of harm to the health, safety or welfare of any student, employee, guest, vendor or property of OWNER. Further, ARCHITECT agrees to indemnify and hold harmless OWNER and its officers and employees from any and all claims, suits, damages, costs, or reasonsable attorney fees incurred as a result of any harm done to any student, employee, guest, vendor or property of OWNER by ARCHITECT's employees or Consultants assigned to perform any ofthe Services pursuant to this Agreement. 1.12 OWNER may have one or more representatives visit the site of the Project from time to time, or on a full-time basis, as the construction progresses. ARCHITECT shall not interfere with the functions of said representatives and will cooperate and work with said representatives. No action or failure to act by a representative shall relieve ARCHITECT from any of its duties or obligations hereunder. 1. 13 ARCHITECT shall, at appropriate times, contact the governmental authorities required to approve the Project Documents (hereinafter defined) and the entities providing utility services to the Project. In designing the Project, ARCHITECT shall respond to applicable design requirements imposed by such governmental authorities and by such entities providing utility services. 1.14 ARCHITECT shall assist OWNER in connection with filing documents required for the approval of governmental 'authorities having jurisdiction over the Project. 1.15 Any Project Documents prepared or furnished by ARCHITECT that contain errors, conflicts or omissions will be promptly corrected by ARCHITECT at no additional cost to OWNER. ARCHITECT shall promptly notify OWNER in writing of any discovered discrepancies, inconsistencies or missing information necessary to provide reasonably accurate and complete documents. 8 DCPS DOCS DEC 2021 ARTICLE 2. -ADDITIONAL SERVICES OF ARCHITECT If authorized in writing in advance by OWNER, ARCHITECT shall furnish or obtain from others Additional Services (hereinafter defined) of the types listed in Article 2 herein. These Additional Services will be paid for by OWNER as indicated in Article 5 and Schedule B. However, if OWNER and ARCHITECT are unable to agree on a fee and schedule for the requested Additional Services in accordance with Article 5 and Schedule B or if the need to commence performance of the Additional Services is deemed so acute by OWNER as to not allow for sufficient time to negotiate the fee and schedule for performance, ARCHITECT shall, nevertheless, promptly perform the Additional Services as directed by OWNER in a written directive. In that event, the fee and time for performance of the subject Additional Services shall be determined by OWNER provided in no event shall the fees be less than ARCHITECT's standard billing rates. Without limitation, OWNER may establish a fee based on the basis of ARCHITECT's billable rates with a "Not-To Exceed" cap. If ARCHITECT disagrees with OWNER's determination, ARCHITECT may make a claim pursuant to Article 21 of the Agreement for mediation within twenty-one (21) days ofreceipt of OWNER's determination of the fee and schedule for performance or else be deemed to have waived any claim it might otherwise have had on that matter. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services: 2.1 Preparation of applications and supporting documents ( except those already to be furnished under this Agreement) for private or governmental grants, loans or advances in connection with the Project. 2.2 Basic Services resulting from significant changes in the program, general scope, extent or character of the Project or its design, including changes in size, complexity, OWNER's schedule or character of construction; and revising previously accepted studies, reports, design documents, or Project Documents when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond ARCHITECT' s control and fault. 2.3 The preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; and evaluating processes available for licensing and assisting OWNER in obtaining process licensing. 2.4 Furnishing services of independent professional associates and consultants for other than the Basic Services to be provided by ARCHITECT hereunder. 2.5 Travel required of ARCHITECT outside of Duval County, Florida, and any adjacent counties, which was not reasonably inferable as a requirement of ARCHITECT to render 9 DCPS DOCS DEC 2021 the Basic Services required herein, and is expressly directed by OWNER in writing, other than visits to the Project site or OWNER's offices which shallbe part of Basic Services. Assistance in connection with bid protests, rebidding (subject to the provisions of paragraph 1.10 above) or renegotiating contracts for construction, materials, equipment or services, except as otherwise provided for herein. 2.6 Providing any type of property surveys or related engineering services needed for the transfer of interests in real property and field surveys for design purposes and engineering surveys and staking to enable contractors to proceed with their work and providing other special field surveys. 2.7 Preparing to serve or serving as an expert witness for OWNER in any litigation, or other legal or administrative proceeding, involving the Project in which ARCHITECT is not a party ( except for assistance in consultations which are included as part of the Basic Services to be provided herein). 2.8 Additional services rendered by ARCHITECT in connection with the Project, not otherwise provided for in this Agreement and not customarily furnished in accordance with generally accepted architectural and engineering practice, if authorized by Owner in advance in writing. ARTICLE 3. -OWNER's Responsibilities 3.1 OWNER shall designate in writing a project coordinator to act as OWNER's representative with respect to the services to be rendered under this Agreement ("Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER's policies and decisions with respect to ARCHITECT's Services for the Project. However, except as may be otherwise expressly authorized in writing by the Duval County School Board, neither the Project Manager nor any other party is authorized to issue any verbal or written orders or instructions to ARCHITECT that would have the effect, or be interpreted tohave the effect, of modifying or changing in any way whatever the: (1) Scope of Services to be provided and performed by ARCHITECT hereunder; (2) the time ARCHITECT is obligated to complete all such Services; or (3) the amount of compensation OWNER is obligated or committed to pay ARCHITECT. Additional Services must be approved in writing in the form of a written and executed amendment to this Agreement prior to starting such Additional Services. OWNER will not be responsible for the costs of Additional Services commenced without its express priorwritten approval. Failure to obtain prior written approval for Additional Services waives ARCHITECT's claim that it performed Additional Services and, instead, such services will be deemed to be part of the Basic Services required of ARCHITECT hereunder. 3.2 OWNER shall provide, if available, all of OWNER's criteria and information requested by 10 DCPS DOCS DEC 2021 ARCHITECT as to OWNER's requirements for the Project, including, without limitation, design objectives and constraints, space requirements, educational specifications, capacity and performance requirements, flexibility and expendability, and any budgetary limitations, which are not addressed within the Scope of Services. 3.3 Upon request from ARCHITECT, OWNER will assist ARCHITECT by making available to ARCHITECT all reasonably available information in OWNER's possession pertinent to the Project, including existingdrawings, specifications, shop drawings, product literature, previous reports and. any other data relative to design or construction of the Project. 3.4 OWNER shall arrange for access to and ma~e all provisions for ARCHITECT to enter the Project site to perform the Services to be provided by ARCHITECT under this Agreement. ARCHITECT acknowledges that such access may be provided during times that are not the normal business hours of ARCHITECT. 3.5 If applicable, OWNER shall provide written notice to ARCHITECT of any deficiencies or defects discovered by OWNER with respect to the Basic Services to be rendered by ARCHITECT hereunder. 3.6 Wherever the terms of this Agreement refer to some action, consent, or approval ( excluding approvals of Additional Services or changes to this Agreement) to be provided by OWNER or some notice, report or document is to be provided to OWNER, such reference to "OWNER" shall mean OWNER's Project Manager, unless otherwise stated by OWNER in writing. ARTICLE 4. - Time 4.1 Basic Services to be rendered by ARCHITECT shall be commenced subsequent to the execution of this Agreement and upon written "Notice of Commencement/ Notice to Proceed" from OWNER for all or any designated portion of the Project and shall be performed and completed in acco.rdance with the Design Scheduleattached hereto and made a part hereof as Schedule C ("Design Schedule"). Time is of the essence with respect to the performance of this Agreement. The Design Schedule shall include allowances for periods of time required for OWNER's review, for the performance of OWNER's consultants and contractors, and for approval of submissions by authorities having jurisdiction over the Project. With OWNER's written approval, ARCHITECT shall adjust the Design Schedule, if necessary as the Project proceeds until the commencement of construction. 4.1.1 Should ARCHITECT be obstructed or delayed in the prosecution or completion of its Services as a result of unforeseeable causes beyond the 11 DCPS DOCS DEC 2021 control of ARCHITECT, and not due to its own fault or neglect, including acts of God or of public enemy, acts of government or of OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then ARCHITECT shall notify OWNER inwriting within three (3) business days (unless OWNER expressly agrees in writing to a longer period of time) after commencement of such delay, stating the cause or causes thereof, or be deemed to have waived any right which ARCHITECT may have had to request a time extension. 4.1.2 The term "business day" shall mean all days of the week excluding Saturdays and Sundays and all legal holidays observed by OWNER. 4.2 No interruption, interference, inefficiency, suspension or delay in the commencement or progress of ARCHITECT's Services from any cause whatsoever, includingthose for which OWNER may be responsible in whole or in part, shall relieve ARCHITECT of its duty to perform or give rise to any right to damages or additionalcompensation from OWNER. ARCHITECT expressly acknowledges and agrees that it shall receive no damages for delay. ARCHITECT's sole remedy, if any, against OWNER will be the right to seek an extension of time to its schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based onlate completion. Provided, however, if through no fault and neglect of ARCHITECT, the Basic Services to be provided hereunder have been delayed for a total of six months during the design phases or three (3) months during the Construction Phase, ARCHITECT' s compensation shall be equitably adjusted, with respect to those Basic Services that have not yet been performed, to reflect the incremental increase in costs for labor and materials experienced by ARCHITECT, if any, as a result of such delays. Such adjustment shall be determined by OWNER. 4.3 Should ARCHITECT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely and diligent manner, in addition to any other rights or remedies available to OWNER hereunder, OWNER at its sole discretion and option may withhold any and all payments due and owing to ARCHITECT until such time as ARCHITECT resumes performance of its obligations hereunder in such a manner so as to establish to OWNER's satisfaction thatARCHITECT's performance is or will shortly be back on schedule. 4.4 ARCHITECT acknowledges that its timely delivery of deliverables required by this Agreement and the "Deliverable Schedule" set forth in the Design Guidelines, andits timely response to questions, required revisions to Project Documents, submittals, and requests for information or clarification, is critical to the Project. ARCHITECT's action in reviewing and responding to questions, required revisions to Project Documents, submittals, and requests for information or clarification shall be takenin accordance with all applicable timeframes specified in this Agreement, the Deliverable Schedule, or the latest Design Schedule approved by OWNER or, in the absence of a specified timeframe, with reasonable promptness, but in no event more than: (a) in the caseof an initial response, seven (7) business days after ARCHITECT' s receipt of the question, submittals or request 12 DCPS DOCS DEC 2021 for information or clarification, or (b) in the case of a response to a revised submittal, five (5) business days after ARCHITECT'sreceipt of the revised submittal. 4.5 In addition to any other right under this Agreement, in the event design phase approvals are made by OWNER containing mandatories, provisos, or similar conditions, ten percent (10%) of ARCHITECT's document approval payment will be withheld by OWNER until such mandatories, provisos, or similar conditional remarks have been satisfactorily resolved with OWNER by ARCHITECT. ARTICLE 5. - COMPENSATION 5.1 Pursuant to section 287.055, Florida Statutes, the parties have negotiated the compensation and the manner of payment of such compensation by OWNER for Basic Services rendered hereunder by ARCHITECT which shall be as prescribed in Schedule B, entitled "Basis of Compensation", which is attached hereto and made a part hereof. 5.2 The ARCHITECT has executed and delivered to OWNER the federal forms in Attachment Hof the RFQ (the "federal forms"). The ARCHITECT shall execute and deliver to the OWNER the federal forms concurrent with ARCHITECT'S execution and delivery of any and all subsequent annual renewals or amendments to this Agreement. ARTICLE 6 - OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of this Agreement, as directed by OWNER, ARCHITECT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CAD, specifications, maps,evaluations, reports and other technical data, other than working papers, prepared or d~veloped by or for ARCHITECT under this Agreement, including, without limitation, all drawings, specifications, bid documents, Project Manual, contractconditions, and addenda thereto ("Project Documents"). 6.2 OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by ARCHITECT. ARCHITECT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. ARCHITECT, at its own expense, may retain copies of the Project Documents for its files and internal use. ARTICLE 7. - OWNERSHIP AND LICENSE OF DOCUMENTS AND INTELLECTUAL PROPERTY 7.1 All records, documents, drawings, notes, tracings, plans, computer aided design (CAD) files, specifications, maps, models, presentations, evaluations, reports and other technical data, and schematics prepared or developed by or for ARCHITECT, or otherwise provided to OWNER, pursuant to this Agreement shall be Project Documents. To the extent they have any such rights, ARCHITECT and its Consultants shall retain all common law, 13 DCPS DOCS DEC 2021 statutory and other reserved rights, including copyrights, in the Project Documents. 7.2 ARCHITECT shall grant, subject to full payment for all services performed, and hereby does grant, OWNER an unlimited, non-exclusive, worldwide, irrevocable, perpetual, fully- paid-up, license to reproduce, create derivatives of, distribute, perform, publish and otherwise use all Project Documentsin which ARCHITECT has or may have any rights (i) as reasonably necessary for archival, safety, and disaster recovery purposes, (ii) for submission or distribution, as OWNER reasonably determines is prudent or proper, to meet official regulatory requirements, or for similar purposes, in connection with all Projects, (iii) for constructing, completing, reconstructing, repairing, renovating, altering, adding to, maintaining, occupying, and otherwise using the Projects, and (iv) for the planning, design, construction, completion, reconstruction, repair, renovation, alteration, use, occupancy, and maintenance of other structures and projects. 7.3 ARCHITECT shall obtain from each of ARCHITECT's consultants, subconsultants, contractors, subcontractors, agents and representatives (each,individually, a "Consultant", and, collectively, "Consultants") either an assignment fromthe Consultant to OWNER of all common law, statutory and other reserved rights,including copyrights and performance rights, in and to all Project Documents in which theConsultant has or may have such rights, or an unlimited, worldwide, perpetual, irrevocable, fully-paid-up license running from ARCHITECT's Consultant to OWNER,granting OWNER the right to reproduce, create derivatives of, distribute, and use all Project Documents in which ARCHITECT's Consultant has or may have any rights (i) as reasonably necessary for archival, safety, and disaster recovery purposes, (ii) for submission or distribution, as OWNER reasonably determines is prudent or proper,to meet official regulatory requirements, or for similar purposes, in connection with this Project, (iii) for constructing, completing, reconstructing, repairing, renovating, altering, adding to, maintaining, occupying and otherwise using the Project, and (iv) for theplanning, design, construction, completion, reconstruction, repair, renovation, alteration, use, occupancy, and maintenance of other structures and projects. 7.4 ARCHITECT shall grant, and hereby does grant, OWNER, an unlimited, worldwide, non- exclusive, irrevocable, perpetual, fully-paid-up license (i) to design, commission, and create architectural works that are derivatives of or substantially similar to this Project or any architectural work portrayed in any version of any Project Document,and (ii) to use, .reproduce, make derivatives of, publish, perform, distribute copies of, and otherwise use any architectural or other works created, authored, or provided by ARCHITECT or ARCHITECT' s Consultants pursuant to this Agreement, for marketing, promotional, advertising, ordinary business, and educational purposes, in any medium. 7.5 All licenses granted herein or pursuant to this Agreement are worldwide, perpetual and irrevocable and shall continue even in the event this Agreement is terminated for any reason. ARCHITECT consents to OWNER's use of the Project Documentsto complete the Project following ARCHITECT's termination for any reasonor to perform additions to or remodeling or renovations of the Project. Further, in the eventof any such termination, ARCHITECT hereby consents to any use of any and all Project Documents by any replacement architects, contractors, engineers or other professionals retained by OWNER; provided, however, ARCHITECT shallnot be liable for any of the design work performed 14 DCPS DOCS DEC 2021 by such replacement architects, engineers or other professionals. 7.6 ARCHITECT, upon reasonable request by OWNER, even if such request ismade after termination or expiration of this Agreement for any reason, shall take all steps reasonably required by OWNER to memorialize, perfect, substantiate, record, or evidence all licenses, assignments, and rights OWNER has, is due, or may have under or pursuant to this Agreement, and shall do so at no additional charge to OWNER. 7.7 ARCHITECT shall, upon reasonable request by OWNER, even if such request is made after termination or expiration of this Agreement for any reason, or upon completion of the Project should no such request be made by OWNER, provide to OWNER (i) reproducible copies of all Project Documents, unless OWNER specifies that originals are required, (ii) written copies of all licenses and assignments obtained by ARCHITECT from ARCHITECT' s Consultants pursuant to paragraph 7 .3, and (iii) a written license from ARCHITECT to OWNER pursuant to paragraph 7.2. Wherever practical, all such copies of the Project Documents shall be provided in both editable electronic form and in hard paper form. Al}CHITECT shall not be responsible for inadvertent errors caused by the electronic transmission of Project Documents, unless it knew or reasonably should have known of such errors and failed to promptly notify OWNER in writing. In the event of any discrepancies between any such electronic copies and hard paper copies issued by ARCHITECT, the hard paper copy shall control. 7.8 Without limitation, OWNER may assign, encumber, or sublicense any license granted herein or pursuant to this Agreement to a lender, a tenant of the Project, or a subsequent owner of any portion the Project. Further, OWNER shall be permitted to authorize contractors, engineers, subcontractors, sub-subcontractors, material or equipment suppliers, consultants, agents and architects to reproduce applicable portions of the Project Documents as appropriate to and for use in connection with the completion of the Project or OWNER's exercise of any right or license granted herein or pursuant to this Agreement. 7.9 ARCHITECT warrants to OWNER that it has full right and authority to grant the licenses specified herein to OWNER. ARCHITECT hereby represents and warrants that all Project Documents, architectural and engineering works, or other works developed, authored, or provided to OWNER pursuant to this Agreement shall be original in ARCHITECT or ARCHITECT's Consultants, in the public domain, or developed, authored or provided pursuant to a valid, enforceable andappropriate license or assignment and shall not infringe any copyright, performance right, trademark, patent or other intellectual property right of any third party. Furthermore, to the fullest extent permitted by law, ARCHITECT shall indemnify, protect and hold harmless OWNER and its officers and employees (collectively, "Indemnitees") from and against all liabilities, damages, losses and costs, including reasonable attorneys' fees, arising out of, or resulting from, any claim by any third party asserting that any ProjectDocument, architectural and engineering work, or other work developed or authored by ARCHITECT or ARCHITECT's Consultants, or provided to OWNER by ARCHITECT, pursuant to this Agreement infringes any intellectual property right, including copyright, of any person. \ 15 DCPS DOCS DEC 2021 ARTICLE 8. - MAINTENANCE OF RECORDS 8.1 ARCHITECT shall keep adequate records and supporting documentation which concern or reflect its Services hereunder, including, without limitation, all Project Documents and licenses and assigned obtained by ARCHITECT and ARCHITECT's Consultants in accordance with Article 7 hereof. The records and documentation shall be retained by ARCHITECT in hard copy format for a minimum of three (3) years and editable electronic format for a minimum of ten (10) years from the later of: (i) the date of termination of this Agreement, (ii) the date the Project is completed, or (iii) such longer period of time as may be required by law or this Agreement (collectively, "Retention Period"). OWNER, or any duly authorized agents or representatives of OWNER, shall have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of thisAgreement and the Retention Period; provided, however, such activity shall be conductedonly during normal business hours. 8.2 ARCHITECT shall keep and maintain public records as defined under Chapter 119, Florida Statutes, that ordinarily and necessarily would be required by OWNER in order to perform the service. ARCHITECT shall provide the public with access to public records on the same terms and conditions that OWNER wouldprovide the records and at a cost that does not exceed the cost provided in Chapter 119 or as otherwise provided by law. ARCHITECT shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. ARCHITECT shall meet all requirements for retaining public records and transfer, at no cost, to OWNER all public records in possession of ARCHITECT upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to OWNER in a format that is compatible with the information technology systems of OWNER. 8.3 The records specified above in paragraph 8.2 include accurate time records, which ARCHITECT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of ARCHITECT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one- sixth of an hour. At the request of OWNER, ARCHITECT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing ARCHITECT' s incurrence and/or payment of any reimbursable expenses. 8.4 IF THE ARCHITECT HAS QUESTIONS REGARDING THE APPLICATION OF SECTION 119.0701, FLORIDA STATUTES, TO THE ARCHITECT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE DCPS CUSTODIAN OF PUBLIC RECORDS AT 904-390-2407, OR VIA EMAIL AT PRR@duvalschools.org, OR VIA U.S. MAIL AT DCPS, OFFICE OF POLICY AND COMPLIANCE, 1701 PRUDENTIAL DRIVE, JACKSONVILLE, FLORIDA 32207. DCPS DOCS DEC 2021 ARTICLE 9. - INDEMNIFICATION 16 9.1 To the maximum extent permitted by applicable law, ARCHITECT shall defend, indemnify and hold harmless the Indemnitees, from any and all liabilities, damages, losses and costs, including but not limited to reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of ARCHITECT or anyone employed or utilized by ARCHITECT in the performance of this Agreement, including without limitation ARCHITECT' s Consultants. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 9.1. ARCHITECT's indemnification obligations under this Agreement, including those specified in this paragraph 9.1, shall be deemed part of the Project specifications and to fully comply with Section 725.08, Florida Statutes, including any amendments thereto, in all respects. If any word, clause or provision of any of the indemnification provisions of this Agreement is determined not to be in compliance with Section 725 .08, Florida Statutes, including any amendments thereto, it shall be stricken and the remaining words, clauses and provisions shall remain in full force and effect. It is the intent of the parties that ARCHITECT's indemnification obligations comply fully with Section 725.08, Florida Statutes, in all respects. Furthermore, ARCHITECT' s indemnification obligations in this Agreement are in addition to and not in lieu of any common law indemnification to which any of the Indemnitees are entitled. 9.2 The duty of ARCHITECT to indemnify and hold harmless the Indemnitees includes the separate and independent duty to defend the Indemnitees, which duty arises immediately upon receipt by ARCHITECT of the tender of any indemnity claim from an Indemnitee which under the written content of the claimant's description ofits claim reasonably appears to be within ARCHITECT's indemnification obligation. ARCHITECT's obligation to defend the Indemnitee(s) shall be at ARCHITECT's sole expense. ARCHITECT shall respond within fifteen ( 15) calendar days to the tender of any indemnity claim for defense and/or indemnity by an Indemnitee, unless the Indemnitee agrees in writing to an extension of thistime. The defense provided to the Indemnitees by ARCHITECT shall be bywell qualified, adequately insured and experienced legal counsel acceptable to OWNER. By proceeding to defend an indemnity claim, ARCHITECT shall not be deemed to have admitted to an obligation to provide indemnification and defense and ARCHITECT may provide a defense under a written reservation of rights. ARTICLE 10. - INSURANCE During the term of this Agreement or for such longer period as otherwise specified in this Agreement or required by applicable law, ARCHITECT shall maintain at itssole expense, the following types of insurance described in the RFQ, Attachment J (Insurance Requirements). ARTICLE 11. - SERVICES BY ARCHITECT's OWN STAFF 11.1 The Services to be performed hereunder shall be performed by the ARCHITECT' s staff and Consultants identified in Schedule G, unless otherwise authorized in writing by OWNER. The employment of, contract with, or use of the services of any other person or 17 DCPS DOCS DEC 2021 firm by ARCHITECT, as independent consultant or otherwise, shall be subject to the prior written approval of OWNER. No provision ofthisAgreement shall, however, be construed as constituting an agreement between OWNER and any such other person or firm. Nor shall anything contained herein be deemed to giveany such party or any third party any claim or right of action against OWNER beyond such as may otherwise exist without regard to this Agreement. Notwit_hstanding the foregoing,OWNER shall enjoy the same benefits and rights as to ARCHITECT's Consultants as ARCHITECT enjoys with respect to ARCHITECT's Consultants and all of ARCHITECT's contracts with ARCHITECT's Consultants shall be in writing, signed by both parties and shall include the following provision: "OWNER is intended to be an express, recognized third-party beneficiary of this Agreement." Should OWNER terminate this Agreement with ARCHITECT, OWNER shall, upon OWNER's request, obtain assignment of those of the Consultant's agreement(s) with ARCHITECT elected by OWNER. Each of ARCHITECT's agreements with a Consultant shall specifically provide that OWNER shall only be respon~ible to the Consultant for thoseobligations of ARCHITECT that accrue subsequent to OWNER's exercise of its right to take an assignment of such agreement. Additionally, each of ARCHITECT's agreements with a Consultant shall require or provide that: (a) nothing in said consulting agreement or this Agreement creates a contractual relationship between OWNER and the Consultant unless OWNER elects to accept contingent assignment of the consulting agreement, and (b) the Consultant shall resolve all disputes involving OWNER in the same manner as provided in Articles 19 and 21 below. As a condition precedent to OWNER's obligation to pay ARCHITECT's invoices, ARCHITECT shall provide to OWNER copies of all of ARCHITECT' s agreements with ARCHITECT' s Consultants. ARTICLE 12. - W AIYER OF CLAIMS 12.1 ARCHITECT's acceptance of final payment shall constitute a full waiver ofany and all claims by it against OWNER arising out of this Agreement or otherwise related to the Project, except those previously made in writing and identified by ARCHITECT as unsettled at the time of the final payment. Neither the acceptance ofARCHITECT's Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER's rights against ARCHITECT. 12.2 ARCHITECT waives all claims against OWNER for consequential, specialand punitive damages. This waiver is applicable, without limitation, to all consequential, special and punitive damages due to OWNER's termination of this Agreement. 12.3 Nothing in this Agreement is intended or shall be construed to require OWNER to determine the adequacy, accuracy or sufficiency of the design, the Project Documents or ARCHITECT' s Basic Services, which are each ARCHITECT' s responsibility. OWNER' s review, inspection, acceptance, or paymentfor any of ARCHITECT's Services shall not relieve ARCHITECT of any of its duties, obligations or responsibilities under this Agreement or constitute acceptance of Services that fail to conform to the requirements of this Agreement, unless OWNER expressly accepts such non-conforming services in writing. DCPS DOCS DEC 2021 ARTICLE 13. -TERMINATION OR SUSPENSION 18 13.1 ARCHITECT shall be considered in material default of this Agreement and The OWNER reserves the right to terminate the Agreement at any time and for any reason upon giving thirty (30) days' notice to the ARCHITECT. If the Agreement is terminated for convenience as provided herein, the OWNER will be relieved of all obligations under said Agreement and the OWNER will be required to pay that amount of the Agreement actually performed to the date of termination. 13.1.1 This Agreement may be terminated as set forth in the RFQ. ARTICLE 14. - SECURING AGREEMENT/ PUBLIC ENTITY CRIMES 14.1 ARCHITECT warrants that ARCHITECT has not employed or retained any company or person, other than a bona fide employee working solely for ARCHITECT, to solicit or secure this Agreement and that ARCHITECT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for ARCHITECT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the OWNER shall have the right to terminate the Agreement without liability and, at its discretion, to deduct from the compensation schedule, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. At the time this Agreement is executed, ARCHITECT shall sign and deliver to OWNER the Truth-In-Negotiation Certificate attached hereto and made a part hereof as Schedule F. ARCHITECT' s compensation shall be adjusted to exclude any significant sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. All such adjustments must be made within one (1) year following the completion orearlier termination of this Agreement. ' 14.2 By its execution of this Agreement, ARCHITECT acknowledges that it has been informed by OWNER of the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not s1;1bmit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARCHITECT must notify OWNER within thirty (30) days aftera conviction of 19 DCPS DOCS DEC 2021 a public entity crime applicable to ARCHITECT or to an affiliate of ARCHITECT. ARTICLE 15. - CONFLICT OF INTEREST 15.1 Conflict of Interest Language: Jacobs Engineering Company Inc. ("Jacobs") holds a Contract with Duval County Public Schools (DCPS) to provide Construction Management Agent/Owner's Representative services for the OWNER's Master Facility Program (MFP). Due to Jacob's access and interaction in the planning, drafting, and selection process of MFP projects, Jacobs' employees and those subconsultant employees working for Jacobs, hold a trusted agent position with DCPS. Due to an organizational conflict of interest (OCI), any proposers (or subconsultants of such proposers) that have entered into a contract with Jacobs in relation to the MFP, who submit a proposal for this solicitation will be deemed to be a non- responsible/responsive bidder for solicitations related to the MFP until six months have passed following the termination of the firm's agreement with Jacobs under the Construction Management Agent/Owner's Representative contract. Proposals submitted by proposers that are not responsible and/or responsive will be rejected and not considered for award. ARTICLE 16. -MODIFICATION 16.1 No modification or change in this Agreement shall be valid or binding upon the parties unless in writing and executed by the party or parties intended to be bound by it. ARTICLE 17. -NOTICES AND ADDRESS OF RECORD 17 .1 All notices, consents, or approvals required or permitted to be given under the terms of this Agreement shall be in writing and shall be sent by: (a) FedEx or other nationally recognized overnight air courier service, postage prepaid, for next business day delivery or (b) hand delivery, to the notice address of the respective parties set forth below in paragraph 17.2 or 17.3, as applicable. Notice given in accordance with this paragraph shall be effective on the e~rlier of the day actually received, ifreceived on a business day (or, if not received on a business day, on the first business day after the day ofreceipt) or, regardless of whether or not received after the dates specified below, (i) on the date of delivery or refusal of delivery, if by hand delivery, or (ii)on the first business day after having been delivered to a nationally recognized overnight air courier service, such as FedEx, for "next business day" delivery in each case addressed to the respective party at the address for notice to the party specified in paragraph 17.2 or 17.3, as applicable, below. 17.2 Notices, consents or approvals required or permitted to be given to OWNER shall be delivered to OWNER at: Duval County Public Schools Office of Facilities, Engineering, Design & Construction 20 DCPS DOCS DEC 2021 1701 Prudential Drive, 5th Floor Jacksonville, Florida 32207 Project Manager With a copy to: Duval County Public Schools Office of Facilities, Engineering, Design & Construction 1701 Prudential Drive, 5th Floor Jacksonville, Florida 32207 Attention: Virgil Bryan, Deputy Program Director With a copy to: Duval County Public Schools Office of Facilities, Engineering, Design and Construction 1701 Prudential Drive, 5th Floor Jacksonville, Florida 32207 Attention: Byron Page, Executive Director 17.3 Notices, consents or approvals required or permitted to be given to ARCHITECT shall be delivered to ARCHITECT at: SCHENKELSHULTZ 200 E. Robinson St. Suite 300 Orlando, FL 32801 ATTENTION: David Torbert, Partner 17.4 Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE 18. - MISCELLANEOUS 18.1 ARCHITECT, in representing OWNER, shall promote the best interest of OWNER and assume towards OWNER a fiduciary relationship of the highest trust, confidence, and fair dealing. 18.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 18.3 OWNER and ARCHITECT, respectively, bind themselves, their successorsand assigns to this Agreement; provided, however, this Agreement is not assignable, in whole or in part, by ARCHITECT without the prior written consent of OWNER, which consent may be granted or withheld in OWNER's sole and absolute discretion, and any attempted assignment in violation of the foregoing prohibition is void. 18 .4 Waiver by either party of a breach of any provision of this Agreement shall not be deemed 21 DCPS DOCS DEC 2021 to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. Failure on the part of either OWNER or ARCHITECT to enforce any act or failure to act of the other party or to declare the other party in default, irrespective of how long such failure continues, shall not constitute a waiver of the rights of such party. Further, the failure of a party to insist, in any one or more instances, upon the'performance of any of the terms, covenants or conditions of thisAgreement, or to exercise any right herein, shall not be construed as a waiver or relinquishment of such term, covenant, condition or right as respects further performance.No consent or waiver by OWNER or ARCHITECT shall be effective unlessit is in writing and then only to the extent specifically stated. 18.5 The partial or complete invalidity of any one or more provisions of this Agreement shall not affect the validity or continuing force and effect of any other provision. 18.6 The headings of the Articles, Sections, Schedules and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Sections, Schedules and Attachments. 18.7 This Agreement, including any Addenda hereto executed by OWNER and ARCHITECT and referenced Schedules and Attachments hereto, constitutes the entireagreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein,and any such prior agreements or understanding shall have no force or effect whatever onthis Agreement. 18.8 Unless the content of the Agreement otherwise clearly requires, references to the plural include the singular, the term "including" is not limiting and the terms "hereof," "herein," "hereunder" and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Additionally, the parties hereto acknowledge that they have carefully reviewed this Agreement and have been advised by counsel of their choosing with respect thereto, and that they understand its contents and agree that this Agreement should not be construed more strongly against any party hereto, regardless of who is responsible for its preparation. 18.9 All representations and covenants of the parties shall survive the expiration of this Agreement. Further, all of ARCHITECT's representations, indemnifications, warranties, and guarantees made in, required by, or given in accordance with this Agreement, as well as all continuing obligations indicated in this Agreement, will survive final payment, completion, and acceptance of ARCHITECT's Services or termination or completion of this Agreement. 18.10 ARCHITECT shall be acting as an independent contractor at all times during the performance of ARCHITECT's Services and no provision in this Agreement shall create an employment or agent relationship between the parties. 18.11 The remedies granted to OWNER in this Agreement are cumulative and not in limitation 22 DCPS DOCS DEC 2021 of any other rights and remedies of OWNER at law or in equity. 18.12 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 18.13 The following Schedules are incorporated herein by reference: 18.13.1 Schedule A - Scope of Services. 18.13.2 Schedule B - Basis of Compensation. 18.13.3 Schedule C - Design Schedule. 18.13.4 Schedule D - Certificate oflnsurance. 18.13.5 Schedule E - Rate Schedule. 18.13.6 Schedule F - Truth in Negotiation Certificate. 18.13.7 Schedule G- Staffing Schedule. 18.13.8 Schedule H- Certificate of Substantial Completion. 18.13.9 Schedule I- Certificate of Occupancy. 18.13.10 Schedule J - Certificate of Final Inspection. 18 .13 .11 Schedule K - MBE monthly status report. 18.13.12 Schedule L-Total Quality Management Process & Evaluation Form. 23 DCPS DOCS DEC 2021 ARTICLE 19. -APPLICABLE LAW 19 .1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, without regard to its choice of law provisions, and by the laws, rules, and regulations of the United States when providing services funded by the United States government. 19.2 Any litigation between the parties hereto, whether arising out of any claim or arising out of this Agreement.or any breach thereof, shall be brought, maintained and pursued only in the appropriate State courts of the State of Florida; and OWNER and ARCHITECT each hereby waives and renounces any and all rights and options whichthey, or eit_her of them, have or might have to bring to maintain any such litigation or actionin the Federal Court system of the United States. The exclusive venue of any such litigationor action between the parties hereto shall lie and be only in the appropriate State courts ofthe State of Florida's Fourth Judicial Circuit in and for Duval County, Florida, and the parties consent and submit to the jurisdiction of any such court. This Agreement is enteredinto by the parties hereby in Duval County, Florida. IN ADDITION, THE PARTIES EXPRESSLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY LITIGATION INVOLVING THE PROJECT OR THIS AGREEMENT. 19 .3 In the event of any claim or dispute arising out of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party its costs, including reasonable attorneys' fees (including fees for determining the amount of fees due) and court costs at aU levels, including, without limitation, during pretrial proceedings, trial, on appeal, in bankruptcy and in post-judgment proceedings. Notwithstanding the foregoing, nothing contained herein shall be construed or interpreted to (a) alter, amend or waive the OWNER' s sovereign immunity of the State of Florida, or its agencies, or any defense thereto, beyond the waiver provided in Section 768.28, Florida Statutes; or (b) act or serve as the consent of the OWNER to be sued. ARTICLE 20. - EQUAL EMPLOYMENT OPPORTUNITY/ NONDISCRIMINATION S/MBE& W/MBE 20.1 In performing all Services to be provided hereunder, ARCHITECT shall not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. ARCHITECT shall take affirmative action to ensure that applicants for employment are employed, and that employees are treated during employment, without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to, the following: (i) employment, upgrading, demotion or transfer; (ii) recruitment or recruitment advertising; (iii) layoff or termination; (iv) rates of pay or other forms of compensation; and (v) selection for training, including apprenticeship. ARCHITECT shall post in conspicuous places, available toall employees and applicants for employment notices setting forth the terms of this Equal Employment Opportunity/ Nondiscrimination Clause and stating that all qualified candidates will receive consideration for employment without regard to race, color, 24 DCPS DOCS DEC 2021 religion, sex, or national origin. ARCHITECT shall comply with OWNER's SBE and MWBE policies and procedures. ARCHITECT's MWBE/SBE goal for this Project is twenty percent (20%). With each invoice request submitted by ARCHITECT, as a conditionprecedent to its entitlement to payment, ARCHITECT shall also submit, onthe OEO form 5 attached hereto as Schedule K, the monthly written report to Owner concerning thestatus of all payments owed and paid by ARCHITECT to its various SBE and MWBE Consultants. 20.2 Consistent with Section 287 .134, ARCHITECT, or its Consultant or affiliatewho has been placed on the discriminatory vendor list, may not submit a bid, proposal, orreply on a contract to provide any goods or services to OWNER; may not submit a bid, proposal, or reply on a contract with OWNER for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to OWNER; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with OWNER; and may not transact businesswith any OWNER. ARTICLE 21. - DISPUTE RESOLUTION 21.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of ARCHITECT with full decision-making authority and by OWNER' s staff person who would make the presentation of any settlement reached during negotiations to OWNER's board for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida and selected by Owner. The mediation shall be attended by representatives of ARCHITECT with full decision-making authority and by OWNER's staff person who would make the presentation of any settlement reached atmediation to OWNER for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under Florida Statutes, Section 44.102. DCPS DOCS DEC 2021 THIS SECTION WAS INTENTIONALLY LEFT BLANK SEE NEXT PAGE FOR APPROPRIATE SIGNATURES 25 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first written above. Form Approved: DCPS DOCS DEC 2021 Dlgltall DN:E CN=Jo Shultz Reaso Date: ARCHITECT: _SCHENKEL & SHULTZ, Inc. , a Florida corporation Torbert tz,com, enkel& a,C=US By: Print Title: Date: February 9, 2022 [SEAL] 27 SCHEDULE A SCOPE OF SERVICES 1. DESCRIPTION OF PROJECT 1. 1. This Project is located at ________________ _ 1.2. ARCHITECT shall furnish, as Basic Services, all professional architectural and engineering services reasonably necessary or prudent for delivery to Owner of a safe, finishedand fully functioning _____________ school site. The ________ facility shall be delivered within the estimated construction budget to provide improved facilities, which meet Owner's Design Guidelines and assigned educational program requirements and in compliance with the major elements of the Project, which shall include, without limitation, the following: 1.2.1. All architectural and engineering design services which includes architectural, civil, structural, mechanical, electrical, plumbing, fire protection, landscaping, and complying with all current regulation concerning energy consumption and conservation. 1.2.2. Project consists of the construction of: __________ _ 1.2.3. Expected deliverables include, but are not limited to: Program Verification Report, Facilities Condition Assessment, Facilities List and Space Allocation Analysis, Educational Specifications, Estimates, Construction Documents, Phasing Plans, FISH Plans, OEF 208A Form, FF&E Schedule & Specifications, Design Calculations, Life Cycle Cost Analysis, Color Charts and Finish Schedules, and Project Schedules. The Architect will be required to certify that the project meets one of the three Statute mandated Sustainable Standards and submit all required checklists. A-1 DCPS DOCS DEC 2021 2. PROGRAM VERIFICATION 2.1. ARCHITECT shall, if requested by OWNER, assist OWNER with respect to OWNER' s selection of a CONTRACTOR for the Project. That assistance shall include, but not be limited to, reviewing and commenting upon proposed candidates, attending meetings and interview sessions with respect to the selection of a CONTRACTOR and assisting in the development and award of the contract between OWNER and CONTRACTOR. 2.2. During the various design phases of this Agreement, CONTRACTOR may provide OWNER with value engineering and other services with respect toARCHITECT's design. Those services may include the preparation of cost estimates and comments concerning the constructability of the design. ARCHITECT agrees to incorporate all suggestions or recommendations made by CONTRACTOR with respect to the Project design and approved in writing byOWNER whenever practicable and consistent with good design. 2.3. ARCHITECT shall (a) review OWNER's program documents, including Design Guidelines and Educational Specifications (based on SREF), as well as the SREFitself, in order to ascertain the requirements of the Project, and (b) either meet the design requirements set forth therein or submit a written request for variance, identifying specific exceptions. OWNER may, at its discretion, accept or reject the request for variance. ARCHITECT shall prepare and submit a report on the program for OWNER's review and approval. ARCHITECT shall provide a comparison of the program's facilities list to the current design for OWNER's review and approval. 2.4. ARCHITECT shall review OWNER's budget and any applicable cost estimates as compared to OWNER's program documents. ARCHITECT shallconfirm in writing to OWNER whether the Project can be designed and successfully constructed within the limits of OWNER's budget and program constraints. 2.5. ARCHITECT shall coordinate and cooperate with the Project Manager, OWNER's Maintenance Department, and other users of the Project to meet design requirements and identify the areas within the facility design offering the greatest potential for elimination of unnecessary costs. Items required by OWNER's Design Guidelines shall not be eliminated as value engineering items. 2.6. ARCHITECT shall prepare site plans that identify future program changes impacting site development and physical expansion with particular emphasis on curriculum, accessibility (including all ADA requirements), growth trends, traffic/pedestrian separation, safety, facility improvements, community joint-use and potential placement of portables. ARCHITECT shall consult and coordinate with CONTRACTOR with respect to (1) CONTRACTOR's development of Project construction cost estimates, (2) CONTRACTOR's development of an overall Project schedule, and (3) CONTRACTOR's comments and recommendations concerning the Project design. ARCHITECT shall approve or provide written comments within five (5) business days of receipt of CONTRACTOR's comments and recommendations. A-2 DCPS DOCS DEC 2021 3. PHASE I - SCHEMATIC DESIGN 3.1. Base upon the mutually agreed-upon Project program, schedule and budget by OWNER and ARCHITECT, and after taking into consideration the comments and recommendations from CONTRACTOR, ARCHITECTshall prepare, Phase I - Schematic Design Documents, as defined in and in compliance withthe Design Guidelines for approval by OWNER. OWNER' s acceptance of Phase I - Schematic Design Documents in no way relieves ARCHITECT of itsobligation to deliver complete and accurate documents necessary for successful construction of this Project. 3.2. ARCHITECT shall coordinate and cooperate with the Project Manager, OWNER's Maintenance Department, and other users of the Project to meet designrequirements and identify the areas within the facility design, which off er the greatest potential for the elimination of unnecessary costs. Items required by OWNER's Design Guidelines shall not be eliminated as value engineering items. "Insert Language" 3.3. ARCHITECT shall prepare a master site plan that identifies future programchanges impacting site development and physical expansion with particular emphasis on curriculum, accessibility (including all ADA requirements), growth trends, traffic I separation, safety, facility improvements, community joint-use and potential placement of portables. 3.4. ARCHITECT shall consult with CONTRACTOR with respect to (1) CONTRACTOR's development of Project constructioncost estimates, (2) CONTRACTOR's development of an overall Project schedule, and (3) CONTRACTOR' s comments and recommendations concerning the Project design. ARCHITECT shall approve or provide written comments within ten (10) business days of receipt of CONTRACTOR' s comments and recommendations. 3.5. ARCHITECT's final Phase I - Schematic Design submittal and presentationshall include, but not be limited to, the Phase I requirements found in the Design Guidelines. 3.6. If the Project is at an existing facility, ARCHITECT shall prepare a minimumof three (3) phasing options, with input from OWNER and CONTRACTOR and as part of Phase I - Schematic Design Phase. This approach to design and construction shall be phased during continued operation of the facility while identifying the best schedule and optimal cost for construction. A-3 DCPS DOCS DEC 2021 3.7 ARCHITECT shall conduct a pre-submittal document review meeting with OWNER's Project Manager prior to submission of the Phase I - Schematic DesignDocuments. ARCHITECT shall.be required to conduct at least one formal presentation at completion of this phase to demonstrate how OWNER's previously submitted comments have been incorporated into the design documents. 3.8 All Phase I - Schematic Design Documents prepared by or for ARCHITECTare subject to OWNER's review and approval. At completion of the Schematic Design Phase, ARCHITECT shall submit the Phase I Schematic Design Documentsto the Project Manager for review and comment. ARCHITECT shall respondin writing to the review comments within ten (10) business days of receipt. Responses shall be forwarded directly to OWNER's Project Manager. ARCHITECT shall revise the Phase I - Schematic Design Documents as required by OWNER in order toobtain OWNER's written approval and authorization to proceed to the Phase II - Design Development Phase. 3 .9. As part of Basic Services, ARCHITECT will be required to provide OWNER with a detailed cost estimate as part of the Phase I - Schematic Design Documents that comport with the requirements of the Design Guidelines, together with a written explanation for all variances between that cost estimate and OWNER's approved Project construction budget.The cost estimate format shall be subject to OWNER's approval and may require electronic submission of cost estimate information. If ARCHITECT' s cost estimate or any other estimate prepared by or for Owner based upon the Phase I - Schematic Design Documents indicate that construction costs will exceed OWNER's approved Projectconstruction budget, ARCHITECT shall revise the Phase I - Schematic Design Documents to bring them within OWNER's approved Project construction budget.ARCHITECT shall be solely responsible for all costs and expenses which itmay incur in revising the Phase I - Schematic Design Documents to bring them within OWNER's approved Project construction budget. If OWNER requires a more detailed construction cost estimate than is specified in the Design Guidelines from ARCHITECT, such estimate shall be provided as an Additional Service. 4. PHASE II - DESIGN DEVELOPMENT PHASE After OWNER's review and written approval of the Phase I - Schematic Design Documents and issuance of OWNER' s written authorization to proceed, ARCHITECT shall commence the Phase II - Design Development/80% Submittal phase services, as more specificallydefined in the Design Guidelines, and perform the following: 4.1. Develop design documents to a level of definitiveness and detail to fix and describe the size and character of the various Project components and each Project discipline and system as may be appropriate for this stage of development, including long lead and special order materials and equipment. A-4 DCPS DOCS DEC 2021 4.2. Continue developing the architectural, civil, structural, mechanical, electrical, security, and other discipline's responsibilities that establish the final scope and details for that discipline's Work. 4.3. Perform materials research and prepare specifications specific to Project requirements in draft form. 4.4. Review and prepare for review and approval by OWNER a summary of all previous requests for information ("RPI"), architect's supplemental information ("ASI"), change orders, building code and other inspection comments, and any and all other comments or information received on any and all previous projects using the prototype design ("Summary"). Once approved by OWNER in writing, the approved Summary shall be incorporated in the Phase II- Development Design/80% Submittal (hereinafter defined). 4.5 Identify and properly coordinate the requirements of the various utility services that have an impact upon the Project Design and construction. Drainage investigations and drainage designs shall be coordinated with storm water management OWNER having jurisdiction on the Project. 4.6. Consult with CONTRACTOR with respect to (i) CONTRACTOR's development of Project construction cost estimates, (ii) CONTRACTOR' s development of an overall Project schedule and (iii)CONTRACTOR's comments and recommendations concerning the Project design. ARCHITECT shall approve or provide written comments within five (5) business days ofreceipt of CONTRACTOR's comments and recommendations. 4.7. Work with OWNER's Project Manager, Maintenance Department, and other users of the Project to meet design requirements and identify the areas within the facility design, which offer the greatest potential for the elimination of unnecessary costs. Items required by OWNER' s Design Guidelines shall not be eliminated as value engineering items. 4.8. Working in concert with CONTRACTOR, generate alternative ideas through "Value Engineering Workshops" with OWNER to provide the identified primaryfunction for the Project. 4.9. Evaluate alternative ideas in terms of their feasibility to construct, time and cost. 4.10. Develop selected alternative ideas in detail with emphasis on their technical durability, constructability and life cycle cost. 4.11 ARCHITECT's final submittal of the Phase II - Development Design/80% Submittal and presentation shall include, but not be limited to, the Phase II Development Design requirements found in the Design Guidelines (collectively, the "Phase II - Development Design/80% Submittal"). A-5 DCPS DOCS DEC 2021 4.12. ARCHITECT shall conduct a pre-submittal document review meeting with OWNER's Project Manager prior to submission of the Phase II - Development Design/80%Submittal. ARCHITECT may be required, to conduct at least one presentation at completion of this phase to demonstrate how OWNER's previously submitted comments were incorporated into the design documents. 4.13 All Phase II - Design Development Documents prepared by or for ARCHITECT are subject to OWNER's review and approval. At completion of the Development Design/80% Submittal Phase, ARCHITECT shall submit the Phase II - Development Design/80% Submittal to the Project Manager for review and comment. ARCHITECT shall respond in writing to the review comments within ten (10) business days of receipt. Responses shall be forwarded directly to OWNER's Project Manager. ARCHITECT shall revise the Phase II - Development Design/80% Submittal as required by OWNER in order to obtain OWNER' swritten approval and authorization to proceed to the Phase III- Construction Documents Phase. 4.14. As part of Basic Services, ARCHITECT will be required to further developand update the cost estimate as part of the Phase II - Development Design/80% Submittaland bring to OWNER's attention in writing any variances between that updated cost estimate and OWNER's approved Project construction budget. If ARCHITECT's updated cost estimate or any other estimate prepared by or forOWNER based upon the Phase II - Development Design/80% Submittal indicate that construction costs will exceed OWNER's approved Project construction budget, OWNERmay elect to modify its budget and/or require ARCHITECT to revise the Phase II - Development Design/80% Submittal to bring them within OWNER's approvedProject construction budget. ARCHITECT shall be solely responsible for allcosts and expenses which it may incur in revising the Phase II - Design Development Documents to bring them within OWNER's approved Project construction budget. 5. PHASE III - CONSTRUCTION DOCUMENTS After OWNER's review and written approval of the Phase II - Development Design/ 80% Submittal, and issuance of OWNER's written authorization to proceed, ARCHITECT shall commence the Phase III - Construction Documents services and performthe following: 5 .1. Prepare final calculations, Construction Documents setting forth in detail each discipline's requirements into a cohesive whole based upon the approved Phase II - Development Design/ 80% Submittal, consultations with CONTRACTOR, and OWNER's Project Manager. 5.2 Complete the Project Manual in accordance with the Design Guidelines. 5.3. Consult with CONTRACTOR with respect to (1) CONTRACTOR's development of Project construction costs estimates, (2) CONTRACTOR's development of an overall Project schedule and (3)CONTRACTOR's comments and recommendations concerning the Project design. ARCHITECT shall approve or provide written comments within ten A-6 DCPS DOCS DEC 2021 (10) business days of receipt of CONTRACTOR' s comments and recommendations. 5.4. Prepare and file all applications, data and documents required to obtain the approval of all authorities having jurisdiction over the Project, including any applicable storm water management OWNERs and State and local fire marshals as shall be required for this Project. This shall be accomplished at the appropriate time, but not later than the one hundred percent (100%) completion point of this phase. To ensure the timely approval of all permits necessary for the construction of the Project, including all environmental permits, ARCHITECT shall advise OWNER and schedule the necessary contacts andliaison with all authorities having permit jurisdiction over the Project, and shall furnish, ona timely basis, such plans, data and information as may be necessary to secure approval ofthe required permits. ARCHITECT shall, at no additional cost to OWNER,make all reasonable and necessary revisions to the Construction Documents required to obtain the necessary permit approvals for construction of the Project. 5.5. ARCHITECT shall update the campus master plan drawings to reflect the current as built condition related to the overall master plan goals. 5.6. All Phase III - Construction Documents prepared by or for ARCHITECT aresubject to OWNER' s review and approval. At completion of the Construction DocumentsPhase, ARCHITECT shall submit the Phase III - Construction Documents to the Project Manager for review and comment. ARCHITECT shall respond in writing to the review comments within ten (10) business days of receipt. Responses shall be forwarded directly to OWNER's Project Manager. ARCHITECT shall revise the Phase III-Construction Documents as required by OWNER to obtain OWNER's written approval of such documents. 5.7. As used herein, the term "Construction Documents" refers to all documents to be prepared by and for ARCHITECT pursuant to this Agreement with respect to the construction of the Project, including all drawings, specifications, bid documents, Project Manual, contract conditions, and addenda thereto. Construction D9cuments may also be referred to herein as the "Project Documents." 6. PHASE IV - BUILDING PERMIT PHASE 6.1. ARCHITECT is responsible for cooperating with and providing assistance to OWNER and CONTRACTOR with respect to the applicable building permit application process and the issuance of all necessary and required permitsfor the Project. 6.2. As part of the building permit application package, ARCHITECT shall provide the applicable building permit office with the number of complete sets of signed and sealed Construction Documents and all other bidding documents prepared by ARCHITECT as indicated in the "Deliverable Schedule" set forth in the Design Guidelines. Each of the drawings and the cover sheet of the Project Manual shall be signed,sealed, and dated by ARCHITECT per Florida Statutes. A-7 DCPS DOCS DEC 2021 6.3. As part of the building permit application process, the Code Enforcement for DCPS shall review and provide comments to ARCHITECT on the submitted Construction Documents. ARCHITECT shall revise the Construction Documents by incorporating necessary revisions to address mandatory inclusions made by OWNER's Facilities Services Design Department, the Project Manager and the office of Code Enforcement. Unless a longer time is otherwise agreed to in writing by OWNER, ARCHITECT shall complete such revisions and deliver to OWNER revised Construction Documents within ten (10) business days of receipt of the requested revisions. The revised final Construction Documents shall be signed and sealed by ARCHITECT and re-submitted to the Project Manager in the quantities indicated in the Deliverable Schedule. Once this revised set of Construction Documents isapproved by OWNER in writing, it will be deemed to be the final approved set of Construction Documents upon which the construction of the Project is to be based. 7. PHASE V- BIDDING PHASE ARCHITECT shall cooperate with and assist OWNER and CONTRACTOR during the "Bidding Phase" as hereafter provided: 7.1 ARCHITECT shall provide OWNER's Project Manager with one electroniccopy of the Construction Documents and all other bidding documents prepared by or for ARCHITECT. Dependent upon the Project schedule, the Bidding Phase maytake place prior to or concurrently with code review of the Construction Documents. Accordingly, ARCHITECT may be required, as directed by OWNER in writing, to provide CONTRACTOR with design documents and otherbidding documents prior to one hundred percent (100%) final approved Construction Documents. 7.2. ARCHITECT shall assist OWNER in reviewing, evaluating and advising OWNER regarding contractor and/or subcontractor bids and CONTRACTOR's final Project schedule and Guaranteed Maximum Price proposal. ARCHITECT shall attend the pre-bid conferences if required and shall be responsible for developing and providing to OWNER any addenda to the Construction Documents that result from those conferences. ARCHITECT shall make a written recommendation to OWNER with respect to OWNER entering an agreement with CONTRACTOR at the amount of the proposed Guaranteed MaximumPrice. 7 .3. ARCHITECT shall prepare any required addenda to the Construction Documents, submit addenda for building permit approval thrnugh CONTRACTOR, and distribute all required copies to all necessary parties as determined by OWNER. ARCHITECT shall respond to questions or requests for clarifications concerning the Construction Documents submitted in writing by OWNER orCONTRACTOR within five (5) business days of receipt of such questions or requests. Written questions by bidders and subcontractors during bidding shall be answered by ARCHITECT through the issuance of addenda to the Construction Documents through CONTRACTOR, which addenda, unless OWNER otherwise agrees in writing, shall be prepared and delivered within five (5) business days ofreceipt of the questions. DCPS DOCS DEC 2021 8. PHASE VI - CONSTRUCTION PHASE A-8 8.2. ARCHITECT shall keep OWNERapprised of all contacts and/or communications between ARCHITECT and CONTRACTOR. OWNER shall be copied on all correspondence between ARCHITECT and CONTRACTOR. All contacts and/orcommunications between ARCHITECT and the various trade subcontractors shall be routed through CONTRACTOR. 8.3. During the Construction Phase, ARCHITECT shall provide the following services: 8.3 .1. Prepare a list of all shop drawings, product data, samples, warrantees, and other submittals required of the CONTRACTOR by any of the Construction Documents or any contract documents between OWNER and the CONTRACTOR and change ordersthereto (such Construction Documents, contract documents and change orders referred to hereinafter collectively as "Contract Documents"), which submittals and list shall be in tabular form and indicate specification section number and section name (CSI Format) per Project Manual Table of Contents. 8.3.2. Process, review, respond and distribute shop drawings, product data, samples, substitutions and other submittals required by the Contract Documents within ten (10) business days ofreceipt thereof. 8.3.3. Maintenance of a master file of all submittals, including submittal register, made to ARCHITECT, with duplicates for OWNER. OWNER's copy shall be in electronic/CD format and submitted at time of Substantial Completion. 8.3.4. Construction field observation services, consisting of visits to the Project site as frequently as necessary, but not less than once every week, to become familiar with the progress and quality of the Work and to determine if the Work is proceeding in accordance with the Contract Documents. ARCHITECT shall have the authority and duty to reject any portion of the Work which does not conform to the Contract Documents. Within five (5) business days of each site visit, ARCHITECT shall provide a written report to the OWNER's Project Manager summarizing the findings and outcome of each site visit, including, without limitation, any defects or deficiencies in the Work, corrections of any such defects or deficiencies, and any other details reasonably required by OWNER. This field observation requirement shall also apply to Consultants of ARCHITECT at appropriate construction points. 8.3.5. ARCHITECT, as representative of OWNER during construction, shall DCPS DOCS DEC 2021 - advise and consult with OWNER through its on-site observations of the Work in progress and field checks of materials and equipment, ARCHITECT shall use best efforts to provide protection for OWNER against defects and deficiencies in the Work of CONTRACTOR and the A-9 various trade subcontractorsof CONTRACTOR. 8.3.6. Prior to the first Application for Payment, ARCHITECT shall review CONTRACTOR's Schedule of Values and recommend adjustments. Based on such observations at the site andon the Applications for Payment submitted by CONTRACTOR, ARCHITECT shall recommend the amount owing to CONTRACTOR and shall execute and issue the Certificates of Payment initially completed by CONTRACTOR for such amounts. The issuance of Certificate of Payment shall constitute a representation by ARCHITECT to OWNER that: (i) the Work has progressed to the point indicated; (ii) that to the best of ARCHITECT' s knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents subject to minor deviations from the Contract Documents correctable prior to completion, and to any specific qualifications stated in the Certificate of Payment; and (iii) CONTRACTOR is entitled to payment in theamount certified. 8.3.7. ARCHITECT shall review claims for extra compensation, or extensions of time from CONTRACTOR, make written recommendations to OWNER within ten (10) business days of receipt of such claims concerning validity, and prepare responses for OWN:pR. 8.3.8. ARCHITECT shall be, in the first instance, the interpreter of the requirements of the Construction Documents. ARCHITECT shall render written opinions on all claims of CONTRACTOR relating to the execution and progress of the Work arid on all other matters or questions related thereto.ARCHITECT's decisions in matters relating to artistic effect shall be final if consistent with the intent of the Construction Documents, subject to OWNER's written approval. ARCHITECT shall review for comment or written approval any andall proposal requests, supplemental drawings and information, proposed substitutions, value engineering suggestions and proposed Change Orders to OWNER' s contract with CONTRACTOR. 8.3.9. Prepare, reproduce and distribute supplemental drawings, specifications and interpretations in response to requests for clarification by CONTRACTOR or OWNER as required by construction exigencies. ARCHITECT' s response to any such request must be received by OWNER and CONTRACTOR within five (5) business days. ARCHITECT will review and respond to all submittals from CONTRACTOR, including shop drawings, within a reasonable period of time so as not to delay the progress of the Work, butin no event, more than five (5) business days, unless OWNER expressly agrees otherwise in writing. Review of CONTRACTOR' s submittals is not conducted for the purpose of determining the accuracy and completeness of other details, such as dimensions and quantities, or for substantiating instructions for A-10 DCPS DOCS DEC 2021 installation or performance of equipment or systems, all of which remain the responsibility of CONTRACTOR as required by the Contract Documents. ARCHITECT' s review shall not constitute approval of safety precautions or, unless otherwise specificallystated by ARCHITECT, of any construction means, methods, techniques, sequences or procedures. ARCHITECT' s approval of a specific item shall not indicate approvalof an assembly of which the item is a component. 8.3.10. ARCHITECT shall have authority to reject Work which does not conform to the Construction Documents. Whenever, in its reasonable opinion, ARCHITECT considers it necessary oradvisable to ensure the proper implementation or the intent of the Construction Documents, subject to OWNER's prior written approval, ARCHITECT will have authority to require special inspection or testing of any Work in accordance with the provisions of theConstruction Documents whether or not such Work be then fabricated, installed or completed. 8.3.11. ARCHITECT shall review and provide written comment upon all Change Orders requests by CONTRACTOR, as well as any cost estimate associated with a Change Order request, prepared by CONTRACTOR. Upon written agreement by OWNER, ARCHITECT shall prepare and provide Change Orders or Construction Change Directives to OWNER for approval and issuance to CONTRACTOR and revise the Construction Documents accordingly. 8.2.12 ARCHITECT shall submit to the applicable building permitoffice the number of sets of drawings and/or documents reflecting the approved changes in the Work as may be required by that office. Code compliance issues must be approved by the applicable building permit office in writing prior to inspection of the subject Work. 8.2.13. ARCHITECT shall review the Project schedule, subcontractor construction schedule(s), schedule(s) of shop drawing submittals and Schedule(s) of Values prepared by CONTRACTOR and advise and/or recommend in writing to OWNER concerning their acceptability. 8.2.14. ARCHITECT and Consultants shall provide weekly visits to the Project to observe the work in accordance with the specifications ofthe Project and Construction Documents. All visits to the Project shall beconducted by a qualified team member of the ARCHITECT or Consultants in the respective disciplines. ARCHITECT shall cause ARCHITECT'S Consultants or the sub- consultants for each discipline assigned to the Consultant to submit to OWNER a monthly summary report in writing with digital photographic documentation of all weekly visits to the Project. The report shall includea narrative status of all related activities, all deficiencies, all non- conforming items, and status of previously A-11 DCPS DOCS DEC 2021 reported items of non- conformance and deficiencies. ARCHITECT and Consultants shall include in their base fee attendance at all weekly meetings and shall cause all disciplines to attend weekly meetings related to the activities of that discipline. Typical meetings shall include but not limited to preconstruction conferences, progress meetings, job conferences, pre-closeout meetings and other Project-related meetings, and provide the official meeting minutes for these meetings. ARCHITECT's official meeting minutes will be in addition to any meeting agenda, or meeting minutes prepared by CONTRACTOR. The Project site visit shall be a separate and distant visitto the Project and attendance at weekly meetings shall not be in lieu of orincluded with the report outlining the weekly visits to the Project. 8.2.15. Receive notice from CONTRACTOR if other work related to the Project by OWNER's own forces, by utility owners, or by other direct contractors will involve additional expense to CONTRACTOR or require additional time and 8dvise OWNER in writing. 8.2.16. Receive copies of all accident reports submitted by CONTRACTOR and advise OWNER. 8.2.17. Advise OWNER of facts known to ARCHITECT which may constitute an event of default on the part of CONTRACTOR under the Contract Documents and advise and make recommendations in writing to OWNER with respect to the remedies available to OWNER under the Contract Documents. 8.2.18. Review and comment upon, without assuming any liability for, CONTRACTOR' s quality control program. 8.2.19. Review the Work to confirm that the plans and facility comply with the current Florida Building Code and maintain a copy of the current Florida Building Code at its office for review by CONTRACTOR. Report in writing any discrepancies observed or notedto OWNER. The applicable bui...