Okaloosa County BOCC — May 6, 2014 — AJAX Contract Documents with Exhibits 4-29-2014 — reading text

If thé 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 thé, subcontract, purchase order or rental agreement and the Owner will pay the Construction Manager the costs nécessarily inévtred by the Construction Manager because of such termination. § 40.2 Termination Subsequ it to Establishing Guaranteed Maximum Price Following éxecution of thé 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 ALA Document A201-2007. § 10.2.1 Ifthe Owner terminates the Contract after execution of the Guaranteed Maximum Price Amendment, the amount payable t6 the Cotisituction Manager pursuant to Sections 14.2 and 14.4 of A201-2007 shall not exceed the aftount the Constructio’ Matiager 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 amoutt payable:to.the Construction Manager under Section 14.1.3 of A201-2007 shall not exceed the amotint the Construction Manager ‘would otherwise have received under Sections 10.1.2 and 10.1.3 above, except that thé Construction Manager’s Fée shall be calculated as if the 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 ALA Document 4201-2007. In such case, the Guaranteed Maximuin Price and Contract Time shall be increased as provided in Section 14.3.2 of AIA Document A201-2007, except thiat 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 § 14.4 Terms in this Agreement shall have the same meaning as those in A201-2007. § 11.2 Ownership and Use of Documents Section 1.5 of A201-2007 shall apply to both the Preconstruction and Construction Phases. § 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, respéctively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. 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. AIA Document A133™ — 2008 (formerly A121™CMc ~ 2003). Copyright © 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. \WARNIN: his AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA” Docume y 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 11:38:42 on 04/22/2014 under Order No.8569967243_1 which expires on 09/16/2014, and is not for resale. User Notes: (1784294242) 17 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 attempts to make such an. assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 44.5 Other provisions: Design Services and Fees,-.See ALA Document B143-2004, including Exhibits A, B, C. Exhibit C — Design Fee Basis per Florida Department of Management Services Fee Curve. Owner, as a political subdivision of the State of Florida, has sovereign immunity for liability for torts. This immunity has been waiver 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 liniits 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 § 124 This Agreement represents the entire and integrated agreement between the Owner and the Construction Manager anid supersédes all prior negotiations, representations or agreements, either written or oral. This Agreement may be ainended only by ‘Witten instrument signed by both Owner and Construction Manager. § 12.2 The following. documents comprise the Agreement: A 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 AIA Doéiinent A201—2007, General Conditions of the Contract for Construction 3 AIA Document E201™-2007, Digital Data Protocol Exhibit, if completed, or the following: 4 AJA Document E202™-2008, Building Information Modeling Protocol Exhibit, if completed, or the ‘following: 5 Other-doctiments: (List other documents, if any, forming part of the Agreement.) ‘This Agreement is entered itito as of the day and year first written above. je 4—a—— “OWNER (Signature) oe wi ION MANAGER (Signature) i Seuitit TT, View RespenT (Printed name and title) : (Printed name and title) t AIA Document A133™ — 2009 (formerly A121™CMc — 2003). Copyright © 1991, 2003 and 2009 by The American institute of Architects, Ail rights reserved. ocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Aia® es on of it, may result in sev: civil and criminal penalties, and will be prosecuted fo the maximum extent possible under the law. This “oourvent was produced by. AIA software at 11:38:42 on 04/22/2014 under Order No.8569967243_1 which expires on 09/16/2014, and is not for resale.. User Notes: (1784294242) 48 Init. Initial information for the following PROJECT: (Name and location or address) Okaloosa County Courthouse Addition and Renovation - 101 James Lee Boulevard Crestview, Florida32536. THE DESIGN-BUILDER: (Name, legal status and address) Ajax Building Corporation 1080-Commierce:Blvd. Midway; Florida 32343 THE ARCHITECT: : (Name, legal status and address) Sam Marshall Architects 325 S. Palafox Stréet Perisadola, Florida 32502 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 Jegal 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 AIA” Document is protected by U.S. Copyright Law and Intemational Treaties. Unauthorized reproduction or distribution of this AIA * Document, or any portion of H, may yBeult in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the jaw. This document was produced by AIA software at 11:46:43 on 04/22/2014 under Order No.8569967243_1 which expires on 09/16/2014, and is not for resale. User Notes: (1313027956) 1 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. PROJECT PARAMETERS § A.1.1 The objectives and uses are: (identify or describe, as. appropriate, proposed objectives and uses.) Additions and renovations to and remodeling of the existing Crestview Courthouse with scope of work as set forth in Exhibit AA. § A.1.2 The physical paraméters are: ; (dentify or describe; if appropriate, size, location, dimensions, or other pertinent information, such as geotechnical reports; Site; boundary anit topographic surveys; traffic and utility studies; availability of public and private utilities ” nd services: etc.) In accordance with the Owner’s Basis of design Documents as listed below. -§ At. 3 The Project Criteria. provided to the Architect by the Design-Builder for the Project are as follows: (Identify documentation provitled, } | Se Exhibit AA § A.1.4 Other Project requirements identified by the Design-Builder are as follows: (dentify other requirements that are supplemental to the Project Criteria, if any.) § A.1.5 The légal. paraiieters are as follows: (dentify pértinont legal information, including, if appropriate, land surveys and legal descriptions and restrictions of thé site, such as. zoning and other public regulations governing use of the site, deed restrictions, covenants and other restraints, éic.) § A.1.6 The financial parameters ate as follows: -1 Amount of the Design-Builder’s overall budget for the Project, not including the Design Builder’ s and Architeét’s coimpensation, as follows: Eight Million Dollars ($8,000,000 plus Design Build / AE Fees) +2 Amount of the Design-Builder’s budget for the Cost of the Work for the Architect’s Portion of the Project, excluding the Design-Builder’s and Architect’s compensation, as follows: $8,000,000 § A.1.7 The Design-Builder’s schedule parameters are as follows: (Identify, if appropriate, milestone dates, durations or fast track scheduling ) To be determined. § A.1.8 The Design-Builder’s construction procurement method for the Project is as follows: (Identify procurement method, such as competitive bid, negotiated contract, single bid, multiple prime contractors, construction management or to be performed with the Design-Builder’s own forces.) AIA Document B143™ — 2004 Exhibit A. Copyright © 2004 by The American Institute of Architects. AH rights reserved. WARNING: This AIA” Document is protected by U.S. Copyright Law and Intemational Treaties. Unauthorized reproduciion or distribution of this AIA® Decurnent, 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 11:46:43 on 04/22/2014 under Order No,8569967243_1 which expires on 09/16/2014, and is not for resaie. : User Notes: (4343027956) 2 Init. Construction Management § A.1,9 The insurance parameters are as follows: (Identify types and limits of insurance coverage, deductible amounts, and other insurance requirements applicable to the Project.) Refer to Article 8 of AIA Document A133 — 2009 Type of Insurance Limit of Coverage Deductible Amounts Other Requirements § A.1.10 Other parameters are as