Okaloosa County BOCC — August 6, 2013 — Lord & Son Contract with Exhibits & Internal Coordination Sheet — reading text

elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments referred to in this Article 10, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracis or purchase orders. All Subcontracts, purchase orders and rental agreements entered into by the Construction Manager will contain provisions allowing for assignment to the Owner as described above. ifthe Owner accepts assignment of subcontracts, purchase orders or rental agreements as described above, the Own” will reimburse or indemnify the Construction Manager for all costs arising under the subcontract, purchase order or rental agreement, if those costs would have been reimbursable as Cost of the Work if the contract had not been terminated. [f the Owner chooses not to accept assignment of any subcontract, purchase order or rental agreement that would have constituted a Cost of the Work had this agreement not been terminated, the Construction Manager will terminate the subcontract, purchase order or rental agreement and the Owner will pay the Construction Manager the costs necessarily incurred by the Construction Manager because of such termination. § 10.2 Termination Subsequent to Establishing Guaranteed Maximum Price Following execution of the Guaranteed Maximum Price Amendment and subject to the provisions of Section 10.2.1 and 10.2.2 below, the Contract may be terminated as provided in Article 14 of AIA Document A201-2007. § 10.2.1 If the Owner terminates the Contract after execution of the Guaranteed Maximum Price Amendment, the amount payable to the Construction Manager pursuant to Sections 14.2 and 14.4 of A201 -2007 shall not exceed the amount the Construction Manager would otherwise have received pursuant to Sections 10.1.2 and 10.1.3 of this Agreement. § 10.2.2 If the Construction Manager terminates the Contract after execution of the Guaranteed Maximum Price Amendment, the amount payable to the Construction Manager under Section 14.1.3 of A201—2007 shall not exceed the amount the Construction Manager would otherwise have received under Sections 10.1.2 and 10.1.3 above, except that the Construction Manager’s Fee shall be calculated as ifthe Work had been fully completed by the Construction Manager, utilizing as necessary a reasonable estimate of the Cost of the Work for Work not actually completed. § 10.3 Suspension . The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201~2007, In such case, the Guaranteed Maximum Price and Contract Time shall be increased as provided in Section 14.3.2 of ALA Document A201-2007, except that the term "profit" shall be understood to mean the Construction Manager’s Fee as described in Sections 5.1 and 5,3.5 of this Agreement. ARTICLE 11 MISCELLANEOUS PROVISIONS § 11.4 Terms in this Agreement shal! have the same meaning as those in A201-2007. § 14.2 Ownership and Use of Documents Section 1.5 of A201—2007 shall apply to both the Preconstruction and Construction Phases. AlA Document A133™ — 2008 (formerly A124" CMc ~ 2003}. Copyright © 1591, 2003 and 2009 by The American institute of Architects, All rights reserved. init. WARNING: This AIA® Document io protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distrbution of this AA 47 Cocurnent, or any portion of ¢, may resutt in severe civil and criminst penalties, and will be prosecuted to the maxtrnum extent possible under the jaw. t ‘This document wes produced by AIA software at 16:04:14 on 10/15/20 12 under Order No,5092324330_1 which expires on 01/16/2013, and ia not for resale. User Notes: (1482324325) cere int, § 11.3 Governing Law Section 13.1 of A201-2007 shall apply to both the Preconstruction and Construction Phases. § 11.4 Assignment The Owner and Construction Manager, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agréémiént. Neither the Owner nor the Construction’ Manager shall assign this Agreement —- without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner’s rights and obligations under this Agreement. Except as provided in Section 13.2.2 of A201~2007, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempis to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 14.5 Other provisions: Design Fees - See AIA Document B143-2004, including Exhibits A, B, C Exhibit C - Fee Basis per Florida Department of Management Services Fee Curve (copy attached) Choctaw Engineering proposal dated September 25, 2012 (copy attached) The contract may be terminated by the Owner for any reason during Ph 1 services per Exhibit C with no liability for services beyond Phase 1. Owner, as a political subdivision of the State of Florida, has sovereign immunity for liability for torts. This immunity has been waived subject to those limits specified in Section 768.28, Florida Statutes. Nothing in this Agreement or in any agreement referenced herein shall require Owner to be liable or responsible for any tort liability in excess of the statutory limits specified in Section 768.28, Florida Statutes. Owner does not and shall not indemnify any other party for liability in excess of the limits specified in Section 768.28 (5), Florida Statutes. ARTICLE 12 SCOPE OF THE AGREEMENT § 12.1 This Agreement represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Construction Manager. § 12.2 The following documents comprise the Agreement: , AIA Document A133~2009, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price 2 ATA Document A201-2007, General Conditions of the Contract for Construction 3 AIA Document E201™~2007, Digital Data Protocol Exhibit, if completed, or the following: 4 ALA Document E202™—2008, Building Information Modeling Protocol Exhibit, if completed, or the followings Mirah cares Lobes 5 Other documents: (List other documents, if any, forming part of the Agreement.) AIA Document 4433" ~ 2009 (formarly A121™ Cc - 2003). Copyright © 1994, 2003 and 2009 by The American inatitute of Architects. Alf rights: reserved, WARNING: Thie AIA® Document is protected by U.S, Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of It, may result in severe civil and or and will be pr d to the maximum extent possible under the law. ‘This document was praduced by AIA software at 16:04:11 on 10/19/2012 under Order No.5092324330_1 which expires on 01/16/2013, and is not fee oe ) (14 User Notes: 18 init, ___DWHER (Signature) This Agreement is entered into as of the day and year first written above. x5 CONSTRUCTION MANAGER (Signature) Don Amunds, Chairman, Okaloosa BCC Leven D. Lord I], President (Printed name and title) : (Printed name and title} AIA Decument A133™ ~ 2008 [fonnerty A121™CMc = 2003}. Copyright © 1881, 2003 and 2009 by The American Inattute of Architects. Alt rights reserved, WARNING: Thia AIA” Docurnent is protected by U.S. Copyright Lew and international Treaties. Unauthorized reproduction or dlatribution of this AR 4 Document, or any portion of tt, may resutt in severe civil end criminal penottias, and will be prosecuted to the maximum extent gossible under the law. This document was produced by AIA software at 16:04:11 on 10/15/2012 under Order No.5082324330_1 which expires on 01/16/2013, and ig not tor resale. ‘User Notes: (1482324325) OPE init. initial Information for the following PROJECT: (Name and location or address) Shalimar Courthouse Annex Repurpose 1250 North Eglin Pkwy, Shalimar, FL 32579 THE DESIGN-BUILDER: (Name, legal status and address) Lord & Son Construction, Inc. P.O. Box 1808 Fort Walton Beach, FL 32548 THE ARCHITECT: (Name, legal status and address) DAG Architects, Inc. 1223 Airport Road Destin, FL 32541 ATA Document B143" - 2004 Exhibit A ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. Consultation with an attorney is also encouraged with respect to professional licensing requirements in the jurisdiction where the Project is located. AIA Document B143™ — 2004 Exhibit A. Copyright © 2004 by The American Institute of Architects. All rights reserved. WARNING: This AlA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:53:09 on 09/24/2012 under Order No.5092324330_1 which expires on 01/16/2013, and is nat for resale. User Notes: (1198143288) 4 Init. The Agreement is based on the following information and assumptions and the Design-Builder and Architect may reasonably rely upon them in determining the Architect’s compensation. Both parties recognize, however, that such information may change and, in such event, the Design-Builder and Architect shall negotiate appropriate adjustments in schedule, compensation or changes in services in accordance with Section 3.3 of the Agreement. (Note the disposition of the following items by inserting the requested information or a statement such as "not applicable,” "unknown at this time" or "to be determined later by mutual agreement.") ARTICLE A.1 PROJECT PARAMETERS § A.1.1 The objectives and uses are: (Identify or describe, as appropriate, proposed objectives and uses.) Renovations to and remodeling of existing Shalimar Courthouse Annex with scope of work as set forth in Exhibit AA § A.1.2 The physical parameters are: (Identify or describe, if appropriate, size, location, dimensions, or other pertinent information, such as geotechnical reports; site, boundary and topographic surveys; traffic and utility studies; availability of public and private utilities and services; etc.) In accordance with the Owner’s Basis of Design Documents as listed below § A.1.3 The Project Criteria provided to the Architect by the Design-Builder for the Project are as follows: (Identify documentation provided.) See Exhibit AA § A.1.4 Other Project requirements identified by the Design-Builder are as follows: (Identify other requirements that are supplemental to the Project Criteria, if any.) § A.1.5 The legal parameters are as follows: (Identify pertinent legal information, including, if appropriate, land surveys and legal descriptions and restrictions of the site, such as zoning and other public regulations