AGREEMENT BETWEEN MIAMI DADE COLLEGE AND ARCHITECT … · contract to perform professional...

Miami Dade College

PROJECT-SPECIFIC A/E

AGREEMENT BETWEEN MIAMI DADE COLLEGE AND

ARCHITECT FOR PROFESSIONAL

ARCHITECTURAL/ENGINEERING SERVICES

FOR REMODELING, RENOVATION AND

SELECTIVE RESTORATION AND PRESERVATION

OF THE HISTORIC DAVID W. DYER FEDERAL BUILDING

AND U.S. COURTHOUSE

AT MIAMI DADE COLLEGE WOLFSON CAMPUS

Made by and between

THE DISTRICT BOARD OF TRUSTEES OF MIAMI DADE COLLEGE

RFQ 2016-RB-35-A

and

_______________________________

Contract Number:

____________________

Project Number:

WOR 15002

Miami Dade College

MIAMI DADE COLLEGE – A/E PROJECT SPECIFIC AGREEMENT

OCTOBER 2015 PAGE ii MDC_________ A/E_________

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS ….. ……………………………………………. 6

ARTICLE 2 ENGAGEMENT……………………………………………….. 11

2.1 Engagement ……………………………………………………. 11

2.2 Term ……………………………………………………………. 11

2.3 Representations of Architect …………………………………… 11

2.4 Truth–in-Negotiation Certificate ………………………………. 11

2.5 Sworn Statement on Public Entity Crimes ……………………… 11

2.6 Insurance… ……………………………………………………. 11

2.7 Books and Records ... ……………………………………………. 13

2.8 Manner of Performance of Services.... …………………………… 13

2.9 Indemnification ….……………………………………………. 13

2.10 Consultants..……………………………………………………… 14

2.11 Authorization and Notice to Proceed Schedule………………….. 14

2.12 Schedule ……………………………………………………. 14

ARTICLE 3 ARCHITECTURAL SERVICES ……………………………. 14

3.1 Guidelines. ……………………………………………………. . . . 14

3.2 Consulting Architect Duties and Responsibilities ……………. 15

3.2.1 General …………………………………………………. 15

3.2.2 Interpretive Opinions …………………………………….. 15

3.2.3 Study Activities …… ……………………………………. 15

3.2.4 Florida Building Code Inspector/Uniform Building Code

Inspector on Board Construction, Remodeling or

Renovation Project . . . . . . . . . . . . . . . . . . . ………. . . . 15

3.3 Project Architect Duties and Responsibilities …………………... 15

3.3.1 Design ………………………………………………… 16

3.3.2 Basic and Additional Services & Manner of Performance 16

3.3.3 Interpretive Opinions.... ………………………….. …….. 16

3.3.4 Status Reports ……………………………………………. 16

3.3.5 Project Manual and Recordkeeping……………………… 16

3.3.6 Personnel……………………………………………………. 16

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OCTOBER 2015 PAGE iii MDC_________ A/E_________

3.3.7 Utilization of Small, Minority and Women-Owned

Business Enterprises ………………………………. 18

3.4 Basic Services ………………………………………………… 18

3.4.1 Final Construction Budget …………………..…. . . . . . . . . 18

3.4.2 Phase I – Program Verification and Schematic Design Documents ... 18

3.4.3 Phase II – Design Development Documents ……… 18

3.4.4 Phase III – Contract Documents ……………………. 19

3.4.5 Construction Phase ……………………………………. 21

3.4.6 Survey ……………………………………………………. 25

3.4.7 Subsurface or Concealed Conditions ……………………. 25

3.4.8 Meetings …… ……………………………………………. 25

3.4.9 Claims and Change Orders ……………………………25

3.5 Additional Services ……………………………………………. 25

3.5.1 Changes to Approved Documents ………………… 26

3.5.2 Change Orders …….. ……………………………………. 26

3.5.3 Services Due to Casualty Loss ……. ………………… 26

3.5.4 Services Due to Contractor’s Default ……………. 26

3.5.5 Prolonged Services ……………………………………. 26

3.6 Special Consultants that Provide Special Services ………………. 26

3.7 Duties and Responsibilities of Miami Dade College … ………………… 27

ARTICLE 4 COMPENSATION ……………………………………………. 27

4.1 Architect’s Fee ……. ……………………………………………. 27

4.1.1 Fixed Fee Method …………………………………………. 27

4.1.2 Direct Personnel Expense Method ………………………. 27

4.1.3 Percentage of Cost Method ………………………………. 27

4.2 Reimbursable Expenses …... ……………………………………. 27

4.3 Payment of Architect’s Fee ……………………………………. 28

4.3.1 Fixed Fee ….. ……………………………………………. 28

4.3.2 Direct Personnel Expense … ………………………… 28

4.3.3 Percentage of Cost ……………………………………. 28

4.4 MDC Project Construction Cost ……………………………. 30

Miami Dade College


OCTOBER 2015 PAGE iv MDC_________ A/E_________

4.5 Miami Dade College Supplied Labor, Materials and Equipment ……………… 35

4.6 Adjustments to Contract Price …….……………………………30

4.7 Partial Waivers and Releases ……………………………………. 30

4.8 Final Waivers and Releases ……………………………………. 31

ARTICLE 5 GENERAL PROVISIONS ……………………………………. 31

5.1 Ownership of Documents … ……………………………………. 31

5.2 Termination ……………………………………………………. 31

5.3 Assignment... …………………………………………………………. 32

5.4 Governing Law ……………………………………………………. 32

5.5 Notice ……………………………………………………………. 32

5.6 Modifications ……………………………………………………. 32

5.7 Integration ……………………………………………………. 32

5.8 Performance by Architect and Personal Services ……… 33

5.9 Litigation ….. ……………………………………………………. 33

5.10 Authority of Architect and Authority of Miami Dade College ……………. 33

5.11 Compliance with the Act …………………………………… 33

5.12 Third Party Rights ……...…………………………………….. 33

5.13 Promotional Materials ……………………………………………. 33

5.14 Equal Opportunity …. ……………………………………………. 33

5.15 Time of the Essence ……………………………………………. 33

5.16 Waivers ……………………………………………………. 34

5.17 Attorney Fees…………………………………………………. . 34

5.18 Independent Contractor …… ……………………………………. 34

Miami Dade College


OCTOBER 2015 PAGE v MDC_________ A/E_________

LIST OF EXHIBITS

EXHIBIT A Truth-in-Negotiation Certificate

EXHIBIT B Sworn Statement re: Public Entity Crimes pursuant to F.S. 287.133(3)(a),

EXHIBIT C Notice to Proceed

EXHIBIT D Form of Request for Fee Proposal (RFFP)

EXHIBIT E Miami Dade College Design Criteria – Rev. 2009

EXHIBIT F Schedules of Labor Rates

EXHIBIT G Miami Dade College/CM Agreement

EXHIBIT H Form of Partial Waiver and Release

EXHIBIT I Form of Final Waiver and Release

EXHIBIT J MBE reporting form

The Exhibits listed in this agreement will be provided to the Architect, either in hardcopy or electronic copy on an as needed basis.

Intentionally left blank below this line.

Miami Dade College


OCTOBER 2015 PAGE 6 MDC_________ A/E_________

A G R E E M E N T

THIS AGREEMENT, is made as of this ______________ by and between The District Board of

Trustees of Miami Dade College (MDC), Florida, a political subdivision of the State of Florida, organized

and existing under the provisions of Chapter 1013, Florida Statutes (the “Tennant") and

_____________________________., (the "Architect") for the design services for the following Wolfson

Campus David W. Dyer Federal Building and Courthouse Remodel & Renovation : (RFQ 2016-RB-35-A )

(Contract No. ________________).

Recitals:

1. Pursuant to the Florida Consultants' Competitive Negotiation Act (Section 287.055, Florida

Statutes, the "Act"), Miami Dade College has selected and desires to engage the Architect to enter into a

contract to perform professional architectural and engineering design Services (collectively, the “Services”),

in accordance with the terms and conditions set forth in the Contract Documents.

2. The Architect represents that it is qualified to perform, and desires to perform Design Services for

MDC Projects on the terms and subject to the conditions set forth in this Agreement.

3. Miami Dade College, in its discretion, may enter into a Contract(s) for Construction as its interests

may dictate, for the performance of Work for an MDC Project.

Agreement:

NOW, THEREFORE, in consideration of the mutual covenants and premises contained in this

Agreement, Miami Dade College and the Architect agree as follows:

ARTICLE I

DEFINITIONS Except as defined in this Article, or as otherwise defined in the Construction Documents (as hereinafter defined), words which have well known technical meanings or otherwise have accepted construction industry meanings are used in the Construction Documents in accordance with such well-known or accepted meanings. In addition the definitions in the Lease Agreement pages 1-8 and the definitions located on pages 2-6 of the Work Agreement Exhibit B to the Lease agreement are incorporated by reference. The following terms shall have the meanings specified below: 1.1 ABAAS The Term ABAAS shall mean “The Architectural Barriers Act Accessibility Standards”. 1.2 ACBM. The term “ACBM” shall mean asbestos-containing building materials. 1.3 Additional Services. The term “Additional Services” shall mean those services in addition to the Basic Services, more fully described in Section 3.5

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1.4 Applicable Building Code The term Applicable Building Code shall mean the most recent version of the Florida Building Code and the specific criteria outlined in the "State Requirements for Educational Facilities 2014 with latest amendments." Further, all construction must comply with ABAAS. Notwithstanding anything contained herein to the contrary, for work related to Life Safety and Elevators Design Criteria as provided in Annex IV and Elevator Systems in Annex V, publication GSA PIOO, Chapter 7 regarding the use of NFP A 101, International Building Code, International Fire Code and NFP A241, shall take precedence over the most recent version of the Florida Building Code and the "State Requirements for Education Facilities 2014 with latest amendments." Further, notwithstanding anything contained herein to the contrary, with regard to annunciation and ballistic security of exterior openings to the roof and the west wall of the Improvement facing the Adjacent Federal Building's courtyard, U.S. Marshals Service Judicial Security Systems Requirements and Specifications, Volume 3, Publication 64, 2005, shall take precedence over the most recent version to the Florida Building Code and the specific criteria outlined in the "State Requirements for Educational Facilities 2012." These aforementioned building codes shall apply except as and to the extent subsequently waived by Landlord, in whole or in part, in connection with the Project.

1.5 Applicable Laws. The term “Applicable Laws” shall mean all federal, state, county and local statutes, codes, laws, rules, regulations, ordinances, and orders applicable to the design and construction of an MDC Project, including but not limited to the “Act”, the Guidelines ,the Florida Building Code (as those terms are hereinafter defined), as amended from time to time. 1.6 Architect’s Fee. The term “Architect’s Fee” shall mean the compensation to be paid to the Architect for Services rendered in connection with an MDC Project, including, without limitation, compensation for Additional Services, if any, pursuant to this Agreement, but shall not include Reimbursable Expenses (as hereinafter defined), if any. 1.7 Asbestos Consultant. The term "Asbestos Consultant" shall mean a Consultant (as hereinafter defined), licensed by the State of Florida pursuant to Chapter 469, Florida Statutes. 1.8 Basic Services. The term “Basic Services” shall mean the Services described in Section 3.4 herein for an MDC Project, which Services shall include, but not be limited to, preparation of the Phase I - Program Verification, Programmatic Agreement and Schematic Design Documents, the Phase II - Design Development Documents, the Phase III - Contract Documents (as those terms are hereinafter defined), and Construction Phase Contract Administration. 1.9 CAD Files. The term “CAD Files” shall mean files created by AutoCAD/BIM or other software from Autodesk, Inc, in electronic media format including all revisions issued in addenda, accepted alternates, instructions to the Contractor (as hereinafter defined) and/or contractors, change proposal requests, Change Orders, Construction Change Directives, and Record Drawings, as more fully set forth in Section 3.4.4.9. 1.10 Capital Project. The term “Capital Project” shall mean Miami Dade College’s “Wolfson Campus Historic David W. Dyer Federal Building and Courthouse Remodel & Renovation” (Dyer Project) of Miami Dade College, which warrant the engagement of architectural/engineering services to complete the project. 1.11 Change Order. The term “Change Order” shall mean a written change order to effect changes to the Work (as hereinafter defined), prepared by the Architect and executed by Miami Dade College, the Contractor and the Architect in accordance with a Contract for Construction. It may change amounts payable, contract time, or both. 1.12 Claim. The term “Claim” shall mean a demand, assertion, or dispute by Miami Dade College or the Contractor arising out of, or based upon, the terms and conditions of a Contract for Construction. When not capitalized, the term “claim” shall have its ordinary meaning.

1.13 Confidential Information. Any financial, business, personal, proprietary, or other sensitIve information obtained by either Landlord or Miami Dade College from the other party (i) in connection with

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the negotiation of this Lease and the Work Agreement, or (ii) clearly marked "confidential" by Landlord or Miami Dade College, as the case may be, and appropriately legended as agreed by Landlord and Miami Dade College. Confidential Information shall also include any documents containing Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) the party who furnished the Confidential Information has disclosed publicly, (b) is already in the public domain or (c) is required to be disclosed by Applicable Laws. 1.14 Construction Change Directive. The term “Construction Change Directive” shall mean a written order to effect changes to the Work, prepared by the Architect and executed by Miami Dade College in accordance with a Contract for Construction. 1.15 Construction Coordinator. The term “Construction Coordinator” shall mean that person designated by the Architect and approved by Miami Dade College pursuant to Section 3.4.5.1 hereto. 1.16 Construction Documents. The term “Construction Documents” shall mean the Drawings and Specifications (as those terms are hereinafter defined) for an MDC Project, this Agreement, the Exhibits hereto, any duly executed modifications thereof, any duly issued Notice to Proceed to the Contractor for the MDC Project, Change Orders, Construction Change Directives, a Contract for Construction, and other documents duly incorporated into a Contract for Construction. 1.17 Construction Manager. The term “Construction Manager” shall mean a duly licensed and insured entity authorized to perform construction service as requested by Miami Dade College for a specific project. 1.18 Construction Team. The term “Construction Team” shall mean the representatives of the Contractor or the Construction Manager, Miami Dade College, and the Architect, who shall work as a team through Final Completion (as hereinafter defined) of an MDC Project. The Architect’s representatives to the Construction Team shall be the Key Personnel (as hereinafter defined). 1.19 Consultant. The term “Consultant” shall mean a consulting engineers (structural, mechanical, electrical and/or civil), or other specialty consultant (e.g., asbestos consultant, window wall consultant, sound consultant, or other), retained by or through the Architect to perform Services in connection with an MDC Project, at all tiers. 1.20 Contract for Construction. The term “Contract for Construction” shall mean the contract between Miami Dade College and the Contractor for the performance of Work at an MDC Project. For MDC Projects where the construction delivery system is construction management, the term “Contract for Construction” shall refer to Miami Dade College/CM Agreement. 1.21 Contractor. The term “Contractor” shall mean the contractor performing Work for an MDC Project pursuant to a Contract for Construction. For MDC Projects where the construction delivery system is construction management, the term “Contractor” shall also refer to a Construction Manager. “Contractor” and “Construction Manager” are interchangeable depending on the construction delivery system.

1.22 Davis Bacon Act. Davis Bacon Act. The term Davis Bacon Act shall mean the Davis Bacon Act, 40 U.S.C. § 276a et seq. of 1931 which is a United States federal law that establishes the requirement for paying the local prevailing wages on public works projects for laborers and mechanics. This MDC Projects shall be designed and constructed meeting all the provisions of the Davis Bacon Act. The Architect shall comply with or cause its contractors to comply with the reporting requirements evidencing the Architect’s and its contractors’ compliance with the construction wage rates applicable to this MDC Project. 1.23 Direct Personnel Expense. The term “Direct Personnel Expense,” if applicable, shall mean the Architect’s Fee calculated using the hourly method specified in Section 4.1.2, as set forth in a Notice to Proceed. 1.24 Drawings. The term “Drawings” shall mean the graphic and pictorial Construction Documents showing the design, location, and dimensions of the Work identified as Drawings in a Contract for Construction, any GMP Amendment to a Contract for Construction, Change Order or Construction Change

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Directive issued and executed in accordance with a Contract for Construction, including, without limitation, the graphic and pictorial portions of the Phase I - Program Verification and Schematic Design Documents, Phase II - Design Development Documents, Phase III - Contract Documents, and all notes, schedules and legends on such Drawings. 1.25 Educational Specifications. The term “Educational Specifications” shall mean Miami Dade College’s program for an MDC Project outlining the programmatic requirements for the MDC Project, including but not limited to space requirements, net assignable areas, space attributes, and end user requirements. For the Dyer Project the Project Specifications shall be developed under the guidance and the assistance of the A/E Team under this contract.

1.26 Excluded Area The Term Excluded Area shall mean the interior, non-structural portion of the basement of the Improvements that consists of a separate, dedicated area, the exclusive possession, use and ownership of which is retained by Landlord to house a heating, ventilation, air conditioning, and mechanical plant that LANDLORD will rehabilitate and maintain to support occupancy of the Adjacent Federal Building, as provided on the attached Exhibit A-1 1.27 Fast Track Construction. The term “Final Construction Budget” shall mean A method of project delivery in which the sequencing of construction activities enables some portions of the project to begin before the design is completed on other portions of the project. The Dyer Project shall incorporate a Fast Track Project Schedule with Multiple Bid Packages 1.28 Final Construction Budget. The term “Final Construction Budget” shall mean the construction budget for an MDC Project as indicated on a Notice to Proceed, in accordance with Section 3.4.1. 1.29 Final Completion. The term “Final Completion” shall mean the stage in the progress of the Work for an MDC Project when the Contractor has satisfied all of the obligations of completion pursuant to a Contract for Construction, as certified by the Architect. 1.30 Final Completion Date. The term “Final Completion Date” shall mean the date that the Architect certifies to Miami Dade College that the Contractor has achieved Final Completion, or the date that the Contractor has satisfied all conditions precedent to final payment, whichever is later. 1.31 Final Estimate. The term “Final Estimate” shall mean an estimate of the total costs of an MDC Project based upon the Phase III - Contract Documents, to be submitted to Miami Dade College by the Construction Manager with input and assistance by the A/E Team. 1.32 Fixed Fee. The term "Fixed Fee," if applicable, shall mean the Architect's Fee calculated by using the fixed fee method specified in Section 4.1.1, as specified in a Notice to Proceed. 1.33 Florida Building Code. The Florida Building Code applicable to any reference herein shall be the version or edition in effect as of the time of the making of this Agreement, or the version in effect as of the time of permit for references thereto at a time subsequent to issuance of an applicable building permit. 1.34 FBCI. The term “FBCI” shall mean the Florida Building Code Inspector, certified as an inspector by the Florida Department of Business and Professional Regulation or his/her successor(s).

1.35 GMP Amendment. The term GMP Amendment shall mean a GMP Proposal for the Project, which amendment shall automatically become a part hereof upon the BOARD’s and Construction Manager’s execution of same, and shall establish, among other things, the GMP, the names of the Construction Manager’s on site-management and supervisory personnel for the Project and the Contract Time for the Project.

1.36 Governmental Authority. The United States of America, the State of Florida and any county or municipality in which the Premises is located, and any agency, authority, court, department, commission, board, bureau, or instrumentality of any of them, including the Advisory Council on Historic Preservation, the NPS and the State Historic Preservation Office.

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1.37 Guidelines. The term “Guidelines” shall mean Miami Dade College Design Criteria corresponding to the current CSI Format, incorporated herein by this reference.

1.38 Historic Preservation Qualified Personnel The Term “Historic Preservation Qualified Personnel” shall mean a person or persons who meet(s) or exceed(s) the pertinent qualifications in the Secretary’s Standards formerly located at 36 CFR Part 61, and now located at http://www.nps.gov/history/local-law/arch_stnds_9.htm, as they may be amended or updated, in those areas in which the qualifications are applicable for the specific work performed (“Qualified Personnel”) 1.39 Historic Preservation Review Process: Any consultation, review, comments, presentations, discussion, permits or licenses, including (unless waived pursuant to section 3.1.5 hereof) the negotiation, preparation, execution, and delivery of the Programmatic Agreement, required by federal and (to the extent local laws would be applicable but for the Lease including this Agreement) local statutes, regulations or ordinances governing historic preservation, including the National Historic Preservation Act of 1966, as amended, 54 U.S.C. § 300101 et seq., the Historic Preservation S t a n d a r d s and the procedures and practices implementing the same.

1.40 Historic Preservation Standards The term “Historic Preservation Standards” shall mean the "Standards for Rehabilitation and Guidelines for Rehabilitating Historic Buildings" issued by the Secretary of the Interior (36 C.F.R. part 67), as these are established from time to time by the National Park Service, U.S. Department of the Interior, or its successor, 36 C.F.R. part 800, and any additional historic preservation standards applicable to and imposed on the Premises by federal, state and local authorities, including the Advisory Council on Historic Preservation, the Miami Historic and Environmental Preservation Board or the Florida State Historic Preservation Officer. 1.41 Interior Design Services. The term “Interior Design Services” shall mean those services in the practice of interior design as defined in Fla. Stat. 481.203 (2006), as well as interior decorator services. 1.42 Key Personnel. The term “Key Personnel” shall mean the personnel identified in Section 3.3.6.2.

1.43 Landlord. The term landlord shall mean the General Services Administration (GSA).

1.44 Landlord’s Architect. Landlord's Architect: Collectively, the architectural, engineering and other design professionals and consultants selected by Landlord to review the documents submitted by Miami Dade College to Landlord pursuant to Section 3. I or to otherwise advise Landlord on any construction-related matters provided herein. For purposes of this Agreement, the term "Landlord's Architect" shall be deemed to include all architects, engineers, designers, project managers, Miami Dade College's representatives, representatives from other federal agencies, and/ or consultants (including the Construction Compliance Official as defined in Section 4.3.2 herein), if an)(, retained by either Landlord or Landlord's Architect and their respective sub consultants.

1.45 Landlord's Representative. Landlord hereby designates Landlord's Contracting Officer to be its designated representative for purposes of contact between Landlord and Miami Dade College in connection with the design and construction of the Project, including the giving of notices and approvals ("Landlord's Representative"). Landlord shall have the right, by timely written notice given to Miami Dade College in the manner provided in the Lease for the giving of notices, to remove the existing Landlord's Representative or to appoint another or additional individual to act as Landlord's Representative with such authority as may be stated in such notice; provided that only Landlord's Contracting Officer may bind Landlord to any modification of the Lease, including this Agreement. Landlord agrees that Landlord's Representative shall have the authority to bind Landlord with respect to all matters for which the consent or approval of Landlord is required or permitted pursuant to this Agreement and that all consents, approvals and waivers given in writing by Landlord's Representative shall bind Landlord and may be relied upon by Miami Dade College. Landlord agrees to consult with Miami Dade College to ensure that the scope of authority of any Landlord's Representative is clear and unambiguous.

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1.46 Lease Agreement The term “Lease Agreement” Shall Mean the executed Lease Agreement dated May, 11, 2016 including any executed addendums for the Dyer Facility including the Exhibits

a) Exhibit A Legal Description/Floor Plans/Site Plan b) Exhibit A-1 Description of Excluded Area c) Exhibit B Work Agreement d) Exhibit C Insurance Companies e) Exhibit D Security Requirements f) Exhibit D-1 Equipment Needed to Support the Security Cameras g) Exhibit D-2 Specifications for Ballistic Rated Glazing h) Exhibit E Memorandum of Lease i) Exhibit F Authorization to Execute an Agreement with the United States General Services

Administration (GSA) for the Lease of the David W. Dyer U.S. Courthouse, located at 300 N.E. I" Avenue, Miami, Florida, Copies of which will be provided to the selected firm.

1.47 Liabilities. The term “Liabilities” shall mean all actions, assessments, charges, claims, costs, damages, expenses, interest, investigations, judgments, liabilities, losses, obligations, orders, penalties, proceedings, suits, injuries to any person or property, of whatever nature, court costs and attorneys' fees, whether suit is instituted or not, and, if instituted, whether at any trial or appellate level.

1.48 LEED The term “LEED” shall mean Leadership in Energy and Environmental Design Program, as defined and Administered by the U.S. Green Building Council.( USGBC) 1.49 MDC Building Official: The officer or other designated authority, or the duly authorized representative of the officer or authority charged with the administration and enforcement of the Florida Building Code (FBC), which for purposes of construction on Board owned property is the individual so designated by the Board as the Board’s Building Official in charge of the Board’s Office of Educational Facilities Code Compliance. For the Dyer Project the code requirements listed in Annex IV Life to Safety and Elevator Design Criteria, Annex V Elevator System Special Requirements and Annex VI HVAC Criteria the Design and Construction shall be approved by the Landlords agent prior to the approval from the MDC Plan Review Agency and the MDC Building Official.

1.50 MDC Project. The Term “MDC Project” Shall Mean “The Dyer Federal Building Phase II & Phase III Remodel & Renovation Project At The Wolfson Campus” of Miami Dade College consisting of approximately 171,500 GSF” including but not limited to any remodel, renovation, historical preservation, repair, upgrade, maintenance and/or expansion, with an anticipated construction cost that does not exceed the amount designated by Miami Dade College in the project Budget and in accordance with the RFQ. 1.51 MDC Construction Budget. The term “MDC Construction Budget” shall mean the GMP including contractor’s contingencies and project allowances for the construction of the project and has been established as $40,000,000. 1.52 MDC Project Representative. The term “MDC Project Representative” shall mean that person selected by the Architect and approved by Miami Dade College pursuant to Section 3.3.6.5.1 herein. 1.53 Negotiated Fee. The term “Negotiated Fee,” if applicable, shall mean the Architect's Fee calculated by using the Percentage of Cost method specified in Section 4.1.3, and/or as set forth in a Notice to Proceed. 1.54 Not to Exceed Amount. The term “Not to Exceed Amount” shall mean the maximum Architect's Fee for an MDC Project, if the Architect's Fee is calculated on a Direct Personnel Expense method specified in Section 4.1.2, and/or as set forth in a Notice to Proceed. 1.55 Notice to Proceed. The term “Notice to Proceed” shall mean a written Authorization and “Notice to Proceed” document, with accompanying project milestone report, issued by Miami Dade College to the Architect pursuant to Section 3.11 hereto, substantially in the form made a part hereof by this reference as Exhibit C.

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1.56 Office and FDOE. The term “Office” shall mean the Office of Educational Facilities of the Florida Department of Education (FDOE). 1.57 Miami Dade College’s Representative. The term “Miami Dade College’s Representative” is the person designated for Miami Dade College in article 5.5. 1.58 Phase I – Program Verification, Programmatic Agreement and Schematic Design Documents. The term “Phase I - Program Verification, Programmatic Agreement and Schematic Design Documents” shall mean drawings and other documents illustrating the scale and relationship of the MDC Project components included in or inferable from the Educational Specifications, along with such other documents, plans and specifications as may be required under the Guidelines, the Florida Building Code, the Lease Agreement and other Applicable Laws. 1.59 Phase II - Design Development Documents. The term “Phase II - Design Development Documents” shall mean the drawings, specifications and other documents which fix and describe the size and character of an MDC Project as to architectural, structural, mechanical and electrical systems, materials, and such other elements as may be appropriate, along with such other documents, plans and specifications as may be required under the Guidelines, the Florida Building Code, and other Applicable Laws. 1.60 Phase III - Contract Documents. The term “Phase III - Contract Documents” shall mean the drawings and specifications setting forth in detail the requirements for the construction of an MDC Project, along with such other documents, plans and specifications as may be required under the Guidelines, the Florida Building Code, and other Applicable Laws, which are Building Code compliant and permitable.

1.61 Programmatic Agreement The term “Programmatic Agreement” shall mean the Project Specific Program developed by the A/E Team under the direction of MDC and approved by LANDLORD as part of the Phase I Program Verification and Schematic Design. MDC shall not remove any identifying names of the Improvements featured on the exterior of said Improvements, nor make any Material Alterations or Alterations affecting the Historic Elements, the Historic Inventory or items that shall be set forth in the Programmatic Agreement without the prior approval or consent of Landlord, which consent may be withheld in Landlord's sole discretion. Unless the Alterations are intended to cure the default, MDC shall have no right to make Alterations of any sort if an uncured Event of Default then exists. 1.62 Public Entity Crime Statute. The term “Public Entity Crime Statute” shall mean Section 287.133, Florida Statutes, as it may be amended from time to time. 1.63 Record Drawings. The term “Record Drawings” shall mean the Drawings and Specifications, reflecting changes in the project as built as set forth in Section 4.4.5.7. 1.64 Reimbursable Expenses. The term “Reimbursable Expenses” shall mean the actual expenditures reasonably and necessarily incurred by the Architect in connection with an MDC Project, if any, as more fully described in Section 4.2. 1.65 RFFP. The term “RFFP” shall mean a written Request for Fee Proposal, issued by Miami Dade College to the Architect substantially in the form made a part hereof by this reference as Exhibit D. 1.66 Services. The term “Services” shall mean professional design services, including contract administration if included in the work scope, within the scope of the practice of architecture, professional engineering, landscape architecture, or registered surveying and mapping, required to complete an MDC Project, including but not limited to the Basic Services and the Additional Services, if any. 1.67 Specifications. The term “Specifications” shall mean any and all written requirements for, and/or descriptions of, materials, equipment, construction systems, standards and workmanship for the Work which are complementary to the Drawings, and which may be identified as the Specifications in the design documents and/or Contract for Construction.. 1.68 Submittals. The term “Submittals” shall mean any samples, schedules, shop drawings, product

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data, material or color charts, chips, color samples, and other submittals. 1.69 Substantial Completion. The term “Substantial Completion” shall mean the stage in the progress of the Work for an MDC Project when the Work or designated portion thereof is sufficiently complete in accordance with a Contract for Construction so Miami Dade College can occupy or utilize the Work for its intended use and all permits or approvals including approvals necessary for use or occupancy have been obtained by the Contractor and delivered to the Architect. 1.70 Substantial Completion Date. The term “Substantial Completion Date” shall mean the date that the Architect certifies to Miami Dade College by means of a certificate of Substantial Completion as the date that the Contractor has achieved Substantial Completion in accordance with a Contract for Construction and Applicable Laws; and the Contractor has satisfied the other conditions for substantial completion set forth in a Contract for Construction.

1.71 Tenant. The term “Tenant” shall mean Miami Dade College (MDC).

1.72 Work. The term “Work” shall mean all supervision, labor, materials, and equipment to be provided by or through the Contractor for an MDC Project and all other services necessary to fulfill the Contractor's obligations under a Contract for Construction to perform the Contract for Construction, including, as the context may require, any portion of the Work with respect to an MDC Project. When not capitalized, the term “work” shall have its ordinary meaning. 1.59 Work Agreement The term “Work Agreement” shall mean the Exhibit B to the Lease Agreement containing applicable terms to the design contract a copy of which will be provided to the selected consultant.

ARTICLE 2

ENGAGEMENT

2.1 Engagement. Miami Dade College agrees to retain the Architect to perform the Services required to be prudently provided for MDC Project in the capacity of project architect as described in Article 3 and/or as set forth in a Notice to Proceed issued pursuant to Section 2.11 in accordance with the provisions hereof. The Architect agrees to render such Services in accordance with the provisions hereof. 2.2 Term. The term of this Agreement shall be in accordance with the approved RFFP for this project, unless earlier terminated pursuant to the provisions of this agreement. The Architect shall continue to provide the Services on the MDC Project which by their nature continue beyond such Term in accordance with the provisions of this Agreement, provided that Miami Dade College meets its obligations under this agreement. If the Term is ended and/or there is a dispute about payment of sums to Architect by Miami Dade College, the parties shall proceed with the dispute resolution procedures under this agreement. However in no event shall the Architect hold its work product hostage so that Miami Dade College is impeded in using that work product to complete the Project. 2.3 Representations of Architect. The Architect represents and warrants that: (a) the Architect and all of its Consultants possess valid certificates of authorization, duly issued by the State of Florida in accordance with Chapters 481 and 471 Florida Statutes, to practice architecture and engineering as required, respectively, and that all personnel employed or retained by the Architect (including any Consultants) to perform such portion of the Services as may only be performed by licensed architects or engineers possess the requisite license duly issued by the State of Florida in accordance with Chapter 481 or Chapter 471, respectively, and are otherwise duly qualified to perform the duties and responsibilities set forth herein; (b) the Architect represents that those persons employed or retained by the Architect to perform the Services are, familiar with the applicable sections of the Act, the Florida Building Code, and other Applicable Laws, their requirements, and the consequences for non-compliance therewith; (c) the Architect has not employed nor retained any person, other than a bona fide employee working directly for the Architect, to solicit or secure this Agreement and that it has not paid or agreed to pay any person other than a bona fide employee working solely for the Architect any fee, commission, percentage, gift, or other

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consideration contingent upon or resulting from the award or making of this Agreement; and, (d) the Architect is experienced, qualified, willing and able to perform the Services that are the subject of this Agreement. 2.4 Truth-in-Negotiation Certificate. Simultaneously herewith, the Architect shall execute and deliver to Miami Dade College, the Truth-in-Negotiation Certificate, in the form made a part hereof by this reference as Exhibit A, stating that wage rates and other factual unit costs supporting the Architect's compensation are accurate, complete, and current at the time of the making of this Agreement.. 2.5 Sworn Statement on Public Entity Crimes. As a condition to the making f this Agreement, the Architect shall complete and execute a "Sworn Statement Under Florida Statute 287.133(3)(a), on Public Entity Crimes" (made a part hereof by this reference as Exhibit B) certifying that neither the Architect, nor any affiliate of the Architect (as that term is defined in the Public Entity Crime Statute) has been convicted of a "public entity crime" (as that term is defined in the Public Entity Crime Statute). If at any time during the Term of this Agreement the information provided in the Public Entity Crime Form changes so that the form on file with Miami Dade College becomes false or misleading, the Architect shall complete and deliver to Miami Dade College a new Public Entity Crime Form.

2.6 Insurance.

2.6.1 At all times during the Term of this Agreement, the Architect shall maintain, and cause its Consultants to maintain, in full force and effect with insurance carriers duly authorized to do business as insurance companies in the State of Florida with a Best Rating of “A-“ or better and financial size rating of Class "X" or better, according to the current publication of Best's Key Rating Guide, or any equivalent ratings promulgated by Best's Key Rating Guide and reasonably approved by Miami Dade College: 2.6.1.1 Professional liability insurance, covering errors, omissions and negligent acts arising out of the performance of the Services by the Architect and the structural consultant with limits of not less than $5,000,000 per claim, $10,000,000 aggregate, and with total deductible and participation amounts of not more than $50,000.00. and for Other Consultant with limits of not less than $2,500,000 per claim, $5,000,000 aggregate, and with total deductible and participation amounts of not more than “$50,000.00.” The professional liability insurance policy shall not require the consent of the Architect, any of its principals or any of its consultants to settlement by the insurer. 2.6.1.2 Commercial general liability insurance (including contractual liability, broad form property damage, personal injury and products/completed operations) with limits of not less than $1,000,000 per occurrence; 2.6.1.3 Comprehensive automobile liability insurance (including hired, owned and non-owned vehicles) with limits of not less than $500,000 per occurrence, for bodily injury and for property damage; 2.6.1.4 Workers' compensation insurance in compliance with Chapter 440, Florida Statutes, and employer’s liability insurance with limits of not less than $500,000 per occurrence. 2.6.1.5 Valuable papers and records insurance with limits of not less than $100,000 to cover costs of recreating or reconstructing any plans, drawings or other similar data relating to the Services in the care, custody or control of the Architect. The Architect shall cause its Consultants to carry valuable papers and insurance records with limits of not less than $25,000 to cover costs of recreating or reconstructing any plans, drawings or other similar data relating to the Services in the care, custody or control of the Consultant. 2.6.2 Any Asbestos Consultant must obtain and maintain asbestos liability insurance with limits of not less than $1,000,000 per occurrence to cover the risks associated with those Services. 2.6.3 The Architect shall cause each Consultant to purchase and maintain insurance of the types specified in Article 2.6.1.1 through 2.6.1.5. Consultants' insurance shall have the same coverage and limits specified herein, unless otherwise agreed by Miami Dade College in writing.

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2.6.4 By appropriate riders or endorsements to such policies, the Miami Dade College (MDC) & The Landlord (GSA) shall be included as an additional named insured under such policies (with the exception of the professional liability, comprehensive automobile liability insurance for hired and non-owned vehicles and workers' compensation policy), which endorsements or riders shall further provide that the coverage thereunder shall be primary to any insurance carried by Miami Dade College. The Architect shall provide, and cause its Consultants to provide, the original copies of the riders or endorsements described above to Miami Dade College as a condition precedent to payment.. 2.6.5 The insurance required by this Section 2.6 shall be written for not less than the limits of liability specified hereunder or required by Applicable Law, whichever is greater. Except for professional liability insurance, the Architect shall cause all coverage to be on an occurrence basis, to the extent that they are commercially available. Professional liability insurance shall be on a "claims made" basis. The Architect shall maintain, and cause its Consultants to maintain, the full coverage of the policies that shall cover all claims made up to three (3) years after final completion of the MDC Project by Miami Dade College. All deductibles and participation amounts on the policies of insurance shall be borne by the Architect or the Consultant, as the case may be. 2.6.6 Upon the execution of this Agreement and upon the Architect’s hiring of Consultants, if at a later date, the Architect and its Consultants shall furnish, to Miami Dade College, copies of insurance policies from their respective insurance carriers within fifteen (15) days, reflecting that the Architect's and the Consultants’ insurance coverage is consistent with all requirements under this Agreement and providing that such insurance carriers will notify Miami Dade College in writing at least ten (10) days prior to any cancellation, termination, non-renewal or reduction in coverage or limits or modification to the Architect's or the Consultants’ policies. The Architect shall provide, and cause its Consultants to provide, Miami Dade College with renewal or replacement certificate(s) of insurance not less than ten (10) days prior to expiration. 2.6.7 The Architect and its Consultants shall maintain all insurance required hereunder throughout the Term of this Agreement. In the event that notice of any of the coverage required to be provided by the Architect or its Consultants hereunder is given to Miami Dade College that the coverage will be terminated, modified or not renewed, the Architect shall obtain, or cause its Consultants to obtain, as the case may be, the required replacement coverage without gap. If such replacement coverage is not obtained by the Architect or its Consultants, as the case may be, by the date in which the coverage is terminated, modified or expires, the Architect may replace a non-complying Consultant subject to the prior written consent of Miami Dade College. If the Architect fails to obtain the replacement coverage, Miami Dade College may choose to purchase such insurance on behalf of the Architect or its Consultants at a reasonable cost and as the sole cost and expense of the Architect In the alternative, Miami Dade College may terminate this Agreement upon giving the Architect seven (7) days prior written notice. 2.6.8 The requirement of insurance herein shall not be construed to be a limitation on, or replacement of, the liability of the Architect or its Consultants. Furthermore, it shall be the Architect’s responsibility to restore and maintain the limits provided by the policies of insurance. In the event that claims, third-party claims, and/or expenses are paid under any policy of insurance provided pursuant to this Article 2.6, with the result that the liability limit of such policy(ies) is less than the policy limit set forth in this Article 2.6, the Architect shall immediately procure, at its sole cost and expense, such additional insurance coverage as is required to restore the liability limit of such policy(ies) to the original level required hereunder.

2.7 Books and Records. The Architect shall keep and maintain complete, true and correct books and records relating to all aspects of each MDC Project. The Architect shall maintain at its principal office, in accordance with the requirements of the FDOE, the Office, and Miami Dade College, records of the Architect's Fees and Reimbursable Expenses (including, without limitation, all of its Direct Personnel Expense records, Consultant expense records, Additional Services records and other expense records pertaining to the MDC Project), and all financial accounting records pertaining to the MDC Project for which the Architect is responsible. All such books and records shall be maintained for a period of not less than five (5) years after the termination or expiration of this Agreement. Miami Dade College and its authorized agents shall have full access to such books and records for the five (5) year period and shall, at Miami

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Dade College's cost, have the right to audit, inspect and copy all such books and records upon reasonable request during normal business hours. If any such audit identifies any inappropriate excessive billing, Miami Dade College may pursue disgorgement of such excessive fees and/or disbursements. 2.8 Manner of Performance of Services. As to any and all drawings, plans, specifications or other documents or materials provided or prepared by the Architect and Consultant, the Architect agrees that they: (a) are sufficiently complete, accurate, and adequate for the MDC Project and are consistent with Miami Dade College's requirements for the MDC Project; (b) meet Miami Dade College’s objectives; (c) are sufficiently fit and proper for the purposes intended; and (d) comply with Applicable Laws. Any defective drawings, specifications or other documents furnished by Consultant shall be promptly corrected by the Architect or Consultant at no cost to Miami Dade College without limitations to other remedies or rights of Miami Dade College. Miami Dade College's approval, acceptance or use of or payment for all or any part of Architect's or Consultant's Services hereunder or of the MDC Project itself shall in no way alter the Architect's or Consultant's obligations or Miami Dade College rights hereunder. 2.9 Indemnification 2.9.1 The Architect agrees to indemnify and hold harmless the Miami Dade College (MDC) & The Landlord (GSA) and its officers, employees and agents (collectively, the “Indemnitees”) from and against all Liabilities, imposed on, incurred by, or asserted against the Indemnitees or any of them, arising out of, in connection with, or based upon: (a) the Architect’s or its Consultants’ failure to perform their respective duties and obligations under or pursuant to this Agreement; (b) any material breach of the representations, warranties or covenants of the Architect contained herein; (c) any errors, omissions, material inadequacy, or defects in, the plans, Specifications, Drawings and other documents prepared by the Architect or its Consultants; and; (d) the negligent acts and omissions of the Architect or its Consultants, to the extent caused by negligence, recklessness or intentionally wrongful conduct of the Architect and other persons employed or utilized by the Architect in the performance of the contract. The provisions of Section 725.08, Florida Statutes are incorporated into this agreement and control any inconsistent language herein.. Notwithstanding the termination or expiration of this Agreement, the indemnities contained in this Section 2.9 shall survive and continue in full force and effect with respect to the Liabilities incurred or arising from events occurring on or prior to such termination. 2.9.2 The Architect agrees, at its sole cost and expense, to correct errors and omissions in the design documents made or caused by the Architect and/or its Consultants in performing the Services hereunder or for which the Architect or its Consultants are responsible. 2.9.3 In the event that the Architect shall refuse to comply with the indemnification provisions of this Section 2.9, the Architect shall, in addition to the Liabilities, be obligated to pay all costs and expenses (including, without limitation, attorneys' fees and disbursements) incurred in enforcing the indemnity obligations hereunder. 2.9.4 Each of Architects Consultants are obliged, as a condition to performing work on the MDC Project, to maintain professional liability insurance with limits of not less than noted in 2.6.1.1 including contractual liability coverage.” Copies of insurance policies reflecting the required coverage shall be furnished directly to Miami Dade College, with the CGL policy reflecting the Miami Dade College (MDC) & The Landlord (GSA) as additional insured in the policy or by endorsement, prior to the Consultant performing any work on the MDC Project. Furnishing the copies of insurance policies for a Consultant is a condition precedent to Architect being permitted to bill for work of the Consultant.

2.10 Consultants. All services provided by any Consultant shall be pursuant to appropriate agreements between the Architect and the Consultant, which shall contain provisions that identify Miami Dade College as an intended third party beneficiary under the Architect/Consultant Agreement. Architect shall be responsible for any misfeasance or malfeasance. 2.11 Authorization and Notice to Proceed.

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2.11.1 Miami Dade College, in its discretion, may issue an RFFP to the Architect for an MDC Project. Upon the issuance of an RFFP, the Architect shall be authorized to conduct only those preliminary investigations, feasibility analyses, and cost/time estimates, as are reasonably necessary to respond to the RFFP. The Architect shall be compensated for such preliminary investigations, feasibility analyses, and cost/time estimates in accordance with Section 4.1.2 hereto, subject to the Not to Exceed Amount set forth on the RFFP. 2.11.2 Upon review of the Architect’s response to the RFFP, Miami Dade College, in its discretion, may issue a Notice to Proceed to the Architect for an MDC Project. The Architect shall perform Services as the consulting architect or project architect, as the case may be, as required for an MDC Project only after receiving a duly executed Notice to Proceed. A Notice to Proceed shall specify: (a) the Services required to be provided; (b) the manner and amount of compensation; (c) the allowable Reimbursable Expenses for the MDC Project, if any; and, (d) the Final Construction Budget (if the Architect is to perform construction contract administration services as the project architect). 2.12 Schedule. The Architect shall provide to Miami Dade College for its approval, a schedule for the performance of the Services on an MDC Project, no later than seven (7) calendar days after the Architect’s receipt of a Notice to Proceed for such MDC Project. The Architect shall obtain Miami Dade College’s approval of the architect’s schedule as a condition precedent to payment to the Architect.

ARTICLE 3 ARCHITECTURAL SERVICES

The provisions of this Article 3 shall govern the relationship between Miami Dade College and the Architect with respect to an MDC Project, whether the MDC Project involves the Architect performing Services in the role of a consulting architect for design only, or project architect including construction contract administration. Miami Dade College shall designate one or more persons to function on its behalf on matters within the purview of this Article. 3.1 Guidelines. The Architect shall comply in all material respects and at all times with Miami Dade College Educational Specifications and MDC Design Criteria – Rev 2009. In the event the Architect determines that the best interests of Miami Dade College would be served by deviating from the Guidelines, the Architect shall deliver to Miami Dade College a written statement requesting a waiver of the Guidelines and the reasons therefore. Miami Dade College may, in its discretion, grant in writing or withhold such a request for a waiver of the Guidelines. No waiver by Miami Dade College shall be effective unless in writing, and the waiver of a portion of the Guidelines in a specific case shall not be deemed to be a continuing waiver of such portion of the Guidelines in subsequent instances, unless otherwise provided in the waiver. In the event of a conflict between the Guidelines and this Agreement, the Architect shall in writing request Miami Dade College to clarify such conflict. Costs associated with changes required to bring Final Documents in compliance with the “Guidelines” shall be the responsibility of the Architect. Please refer to the Lease Agreement for additional requirements and guidelines to be implemented for this project. 3.2 Consulting Architect Duties and Responsibilities. 3.2.1 General. The duties and responsibilities of the Consulting Architect may include one or more of the activities described in this Section 3.2. In general, the Architect shall assume all responsibilities and perform all Services requested by Miami Dade College in a Notice to Proceed in connection with campus planning and development, which services may include, without limitation: (a) providing architectural, engineering, drafting, estimating, interior design and construction administration services; (b) preparing, maintaining and revising master plans, educational programs and other studies, including studies involving site selection and other unique Miami Dade College needs; and providing an estimate of the architectural and engineering costs for each master plan prepared; (c) maintaining all Record Drawings; (d) conducting research into new developments and applications; (e) serving as liaison with the FDOE and the Office regarding facility design and construction rules and approval; (f) serving as technical review consultant and/or Florida Building Code Inspector (FBCI); (g) providing technical reviews and inspection

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reports on projects by other Architectural/Engineering Firms of Record; (h) assisting Miami Dade College in the coordination of functions and services of other agencies (federal, state, utilities, transportation, etc.); (i) reviewing and making recommendations on project construction plans and specifications during design; and, (j) performing such other activities as are reasonably ancillary for the timely completion, within the budgeted amount, of such Services. 3.2.2 Interpretive Opinions. The Architect shall provide to Miami Dade College adequately documented interpretive opinions of the Florida Building Code, and other Applicable Laws, codes, and rules with regard to design of an MDC Project, whether such MDC Project is proposed, planned, under construction or otherwise, and shall otherwise assist Miami Dade College and the project architect (if different from the Architect) in matters of governmental and regulatory compliance. 3.2.3 Study Activities. The parties agree that where the Architect is retained by Miami Dade College as consulting architect for purposes of performing study activities, the following conditions shall apply: (a) the Architect's Fee for a study activity shall not exceed $50,000; (b) all records relating to such study activity shall be stored in separate files; and, (c) Miami Dade College shall be billed separately for the Services relating to such study activity with the invoices marked clearly to indicate the study activity to which the invoice relates. 3.2.4 Florida Building Code Inspector on Board Construction, Remodeling or Renovation Projects. Florida Building Code Inspector (FBCI) may be either MDC Staff or one of the Continuing Contract Architects or other Consultant designated by Miami Dade College, acting in the capacity of the Building Inspector(s). If requested by Miami Dade College in a Notice to Proceed, the Architect shall serve as the FBCI required under the Florida Building Code with respect to a construction, remodeling or renovation project in which it does not serve as project architect. In its role as FBCI, the Architect shall: (a) possess the qualifications described in the Florida Building Code; (b) possess a valid Certificate of Registration or be certified by the Office in accordance with the Florida Building Code; (c) perform the duties required by the Florida Building Code; (d) upon Final Completion of an MDC Project, certify that the MDC Project is complete in accordance with the Florida Building Code; and, (e) otherwise comply with the duties and responsibilities under the Florida Building Code. 3.3 Project Architect Duties and Responsibilities. Where the Architect is requested to perform Services as project architect for an MDC Project, the scope of the Services may include the preparation of Construction Documents, design, construction and bidding documents and/or construction related project architect services for the MDC Project in accordance with Applicable Laws, including without limitation, the Educational Specifications for the MDC Project, the Florida Building Code, the Guidelines, and as further set forth in this Agreement or as may be requested by Miami Dade College in accordance with the terms of a Notice to Proceed. The duties and responsibilities of the Architect as project architect are set forth below: 3.3.1 Design. The Architect shall be responsible for the proper design of all aspects of an MDC Project, including, without limitation, buildings, structures, electrical, mechanical and all other building systems, in conformance with the Educational Specifications, the Florida Building Code, the Guidelines, and all other Applicable Laws. In addition, the Architect shall provide guidance to the Construction Team on all matters relating to design. The Architect agrees to perform the services relating to the Project on the basis of the Final Construction Budget as set forth in the RFFP for the Project. 3.3.2 Basic and Additional Services & Manner of Performance. The Architect shall also perform the Basic Services described in Section 3.4, and upon authorization from Miami Dade College, the Additional Services described in Section 3.5, in accordance with this Agreement, including but not limited to the manner of performance specified in Section 2.8, 3.3.3 Interpretive Opinions. The Architect shall provide adequately documented interpretive opinions of the Florida Building Code and other Applicable Laws (as to design issues, not as a lawyer) and so as to not delay an MDC Project; and shall otherwise assist Miami Dade College in matters of governmental and regulatory compliance. The Architect shall cooperate with the Office of Educational

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Facilities, Miami Dade College’s designated technical review consultant and/or Uniform Building Code Inspectors in providing information, action, or clarifications requested. The Architect shall respond to any deficiencies noted in the documents and during construction by administering the necessary changes in the contract documents or taking the necessary action(s) during construction within seven (7) days from receipt of such written notification. 3.3.4 Status Reports. The Architect shall prepare monthly status reports on the MDC of the Phase of the Work, indicating the current status of the MDC Project. 3,3,5 Project Manual and Recordkeeping. The Architect shall compile and submit to Miami Dade College an accurate and complete project manual for each MDC Project, prior to the Final Completion of an MDC Project. The project manual shall contain all material documents related to the MDC Project and shall be compiled in a manner consistent with the Guidelines. The Architect shall also maintain and provide Miami Dade College, on an ongoing basis throughout the performance of the Services period, copies of all records related to the MDC Project, which records shall include, but are not limited to, complete records of all submittal divisions 2 through 16, operating and maintenance manuals, payment requisitions, instruction to the Contractor, Change Orders, Construction Change Directives, work schedules, significant event reports, delay or suspension notices and reports, contractor cost and projection reports, waivers and releases of liens and claims for payment, subcontractor and vendor warranties, test reports, inspection reports, outside consultant reports, punch lists and the CAD files specified in Section 3.4.4.9. 3.3.6 Personnel. 3.3.6.1 The Architect shall select and employ or retain, at its own cost and expense, such Consultants, agents, employees and officers as may be required for the effective and efficient performance of the Services. Miami Dade College shall be responsible for reimbursing the Architect for the costs and expenses associated with retention of the Special Consultants specified in Section 3.6 in accordance with this Agreement. Such personnel shall: (a) be acceptable to Miami Dade College; (b) possess the experience, knowledge and characteristics necessary to qualify them for the particular duties they are to perform, including possessing valid required licenses or certificates of registration; (c) possess the requisite professional liability and commercial general liability insurance for the Services they are to perform as set forth in Section 2.6; (d) be capable of performing Services in conformity with standards of reasonable care and skill for their respective professions; and, (e) assume responsibility for the Services they perform. 3.3.6.2 For purposes of an MDC Project, the Architect shall make available the services of the following Key Personnel of its firm and shall identify any Key Personnel of the Consultant as noted below: Architects:

Principal-in-Charge/President: Senior Project Manager: Landscape Architect Interior Designer:

Civil Engineering (Civil & Environmental Engineering):

Principal-in-Charge/President: Civil Engineer:

Environmental Engineering:

Principal-in-Charge/President: Environmental Engineer

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Structural Engineering:

Principal-in-Charge/President: Structural Engineer Structural Designer

Engineers: (Mechanical/Electrical/Plumbing + Fire Protection Engineers):

_______________________________________________________________________

Principal-in-Charge/President: Electrical Engineer

Mechanical Engineer Fire Protection Engineer Historical Preservation Qualified Personnel:

Principal-in-Charge/President: Senior Project Manager: Landscape Architect Interior Designer: Other Consultants: To Be Identified

No substitution of any of the Key Personnel shall be permitted without the prior written notification to, and approval of, Miami Dade College’s Representative. In the event that the Architect or a Consultant desires to change any of the Key Personnel, it shall specify in writing to Miami Dade College the reason(s) for substitution and submit the qualifications of personnel proposed as a substitute(s) for the prior approval of Miami Dade College’s Representative. 3.3.6.3 The Architect shall require Consultant participation in the Services to the extent required in a Notice to Proceed. The Architect shall specifically require the Consultants to periodically visit the MDC Project site and inspect the Work in the manner set forth in Section 3.4.5.2, to endeavor to guard against defects and deficiencies in the Work for which such Consultant is consulting, and to determine in general that such Work is being performed substantially in accordance with the Drawings and Specifications, other Construction Documents, and the Applicable Laws.

3.3.6.4 The Architect shall, at Miami Dade College’s request, select qualified

Individuals to serve in the following capacities, each subject to the approval of Miami Dade College’s Representative: 3.3.6.5 ___________________________ is designated by the Architect as the coordinating Architect and principal contact of the Architect for this MDC project. Architect’s principal contact may change from time to time with or without cause and Architect shall promptly inform Miami Dade College of any change as to the principal contact for the Architect seven (7) day prior to such changes.

3.3.6.5.1 Miami Dade College may request a full-time Project Representative from the Architect, who shall be compensated at the rate specified in Article 4.1.2 and set forth and made a part hereof by this reference as Exhibit F hereto and incorporated herein by this reference. Such person shall not be charged at overtime rates. The Project Representative shall be chosen by the Architect who may replace the Project representative at any time without cause and without securing Miami Dade College’s permission. Upon discharging the Project Representative, and assuming that Miami Dade College has requested a Project

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Representative pursuant to this Section, the Architect shall promptly notify Miami Dade College once a replacement Project Representative has been chosen. The duties of this Project Representative shall include, but not be limited to the approved services as described in the associated RFFP for this MDC project. 3.3.7 Utilization of Disadvantaged, Minority, and Women-Owned Business Enterprises.

3.3.7.1 As applicable, the Architect shall report the Minority Business Enterprise status (“MBE”), as defined in Section 288.703, Florida Statutes, of its consultants, sub-consultants, and any other person or entity the Architect proposes to engage to perform Services for the MDC Project, on the form hereto and made a part hereof by reference as Exhibit J. 3.4 Basic Services. The Architect, performing Services as a project architect, shall provide the Basic Services generally described in this Section 3.4 and more particularly set forth in a Notice to Proceed, which services shall include, but not be limited to, preparing all Phase I - Program Verification and Schematic Design Documents, Phase II - Design Development Documents, and Phase III - Contract Documents, as well as other Construction Documents as required by the FDOE, Chapter 6A-2, Florida Administrative Code, Chapter 1013 Florida Statutes; and construction phase contract administration. The Architect as the prime consultant shall coordinate the work of the Architect and its Consultants during the design phase of the MDC Project and shall be involved in the coordination of the Construction Documents and other work of the Architect with designers of off-site utilities and facilities. All design related services for the Project shall be in accordance with the Educational Specifications and the Guidelines. 3.4.1 Final Construction Budget. The Architect agrees to perform the designated Services relating to the preparation of the Construction Documents on the basis of the Final Construction Budget set forth in a Notice to Proceed, unless otherwise notified in writing by Miami Dade College’s Representative. The Architect shall promptly advise Miami Dade College of any adjustments to previous statements of probable cost, including, without limitation, the Final Estimate provided in accordance with Section 3.4.4.2. If such adjustments cause the estimated cost of an MDC Project to exceed the Final Construction Budget, the Architect shall cease work on the MDC Project until Miami Dade College approves an increase in the Final Construction Budget or reduces the scope of the Work to bring it within the Final Construction Budget; or notifies the Architect in writing that Miami Dade College will terminate the Agreement in accordance with Section 5.3.3. 3.4.2 Phase I - Program Verification, Programmatic Agreement and Schematic Design Documents. . The Architect and its Consultants (A/E) Team shall, as part of Phase I Services, develop under the direction of MDC the Program for the Dyer Federal Building Remodel & Renovation. Once the Program Verification is complete the A/E shall develop the Programmatic Agreement under the direction of MDC for review and approval by LANDLORD. Based on the approved Programmatic Agreement by LANDLORD the A/E team shall proceed to develop the Schematic Design. The A/E Team shall submit to Miami Dade College an analysis and summary of possible LEED credit points, as provided by the proposed Schematic Design. This summary shall be accompanied with a preliminary estimate of probable construction and project costs associated with documenting said points in an attempt to obtain LEED Certification. The Architect shall: (a) consult with Miami Dade College to ascertain the requirements of the MDC Project and shall confirm such requirements with Miami Dade College, including proposed time schedules for submission of various Construction Documents and other documents; (b) advise Miami Dade College of inconsistencies, problems, errors or omissions in the Educational Specifications; (c) provide a preliminary evaluation of the Educational Specifications and the MDC Construction budget requirements, each in terms of the other; (d) review with Miami Dade College alternative approaches to design and construction of the MDC Project; (e) study and resolve all material problems which are confronted in determining the overall scheme and layout of planned spaces and uses to best meet the needs and functions of the Educational Specifications, in accordance with Applicable Laws; and, (f) based on the Educational Specifications and MDC Construction budget requirements, prepare, for approval by Miami Dade College, the Office and any other governmental authority having jurisdiction over the MDC Construction budget, (i) schematic design documents consisting of drawings and other documents illustrating the scale and relationship of the applicable MDC Construction Project components, and (ii) such

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other documents as may be required to be submitted by a project architect under Applicable Laws; and, (h) submit to Miami Dade College, for its review and approval, a preliminary estimate of probable construction cost based upon total gross square foot cost, volume and other unit costs such as exterior wall footage, vertical transportation, special assemblies, air conditioning tonnage, etc. Plan Review Submittal of Phase I Documents for review by LANDLORD, MDC, MDC Consultants and the CM shall be required in this contract. 3.4.3 Phase II - Design Development Documents. Based on the Phase I - Schematic Design Documents approved in writing by Miami Dade College, LANDLORD and the Office; and any adjustments authorized by Miami Dade College in the program or the MDC Construction budget, the Architect shall prepare, for approval by Miami Dade College, the Office, and any other governmental authority having jurisdiction: (a) design development documents consisting of drawings and other documents to fix and describe the size and character of the entire MDC Project and its elements as to architectural, structural, mechanical, electrical and other systems, materials and such other elements as may be appropriate, incorporating such changes described in the Contractor’s Memorandum of Changes that Miami Dade College directs the Architect to incorporate; (b) such other documents, plans and specifications as may be required under the Applicable Laws; and, (c) a Phase II Cost Estimate based upon unit prices of labor and material summarized and submitted by construction trade in accordance with the latest Construction Specifications Institute (CSI) Master format system in conjunction with the outline specifications; and shall include a further statement of any adjustments to the preliminary estimate of construction cost broken down by major categories. The Architect shall also assist Miami Dade College in preparing the life-cycle cost analysis required by the Applicable Laws, including completion of the Department of Education Facility Energy Requirement Document, as amended. The Architect shall update the summary of possible LEED credit points along with the corresponding probable project cost. During Phase II Miami Dade College may provide the Architect with an RFFP to include all services required to obtain LEED Certification for the project. Plan Review Submittal of Phase II Documents for review by LANDLORD, MDC, MDC Consultants and the CM shall be required in this contract. 3.4.4 Phase III - Contract Documents. 3.4.4.1 Preparation of Working Drawings, Specifications and Other Construction Documents. 3.4.4.1.1 Based on the Phase II - Design Development Documents approved in writing by Miami Dade College, LANDLORD and the Office and any further adjustments in the scope or quality of an MDC Project or in the Construction budget authorized by Miami Dade College for such MDC Project, the Architect shall prepare, for approval by Miami Dade College, the Office and any other governmental authority having jurisdiction over an MDC Project, the Construction Documents setting forth in sufficient detail the requirements for the construction of the MDC Project and, for purposes of obtaining the requisite permits issued by local authorities having jurisdiction, for any off-site work as may be required, and otherwise complying with the requirements of the Applicable Laws. The Phase III - Contract Documents shall be prepared within a specified period of time, which period shall be agreed upon by Miami Dade College and the Architect before the Architect commences work on such Phase III documents. 3.4.4.1.2 The Architect shall study and analyze all boundary surveys, topographical surveys, data on site locations, data on utilities, and soil analysis reports provided by Miami Dade College or a Consultant retained by the Architect for such purpose(s) in accordance with the terms hereof; and shall utilize the same in preparing the Phase III - Contract Documents and other Construction Documents relating to an MDC Project. If the MDC Project involves renovation or remodeling as those terms are defined in Chapter 1013, Florida Statutes, the Architect (and its Consultants) shall conduct a study of the existing building or facility to determine the alterations or construction which may be required by the FDOE because of changes in the applicable building codes. Any deficiencies or problems discovered by such study shall be reported to Miami Dade College. The Architect shall comply with all written directives and memoranda issued by Miami Dade College and shall incorporate them into the Phase III - Contract Documents, along with such changes described in the Contractor’s Memorandum of Changes that Miami Dade College directs the Architect to incorporate, and shall comply with all requirements of the FDOE to the end that the Phase III - Contract Documents and other Construction Documents relating to the MDC Project shall meet or exceed the

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minimum standards for planning, design and construction adopted by the FDOE. The Architect shall be responsible to advise and recommend to Miami Dade College all underground investigation and exploratory work reasonably required to document existing conditions in order to allow for proper design, and to avoid potential damage to existing utilities and infrastructure. Such requests shall be acted upon by Miami Dade College to authorize and pay for the investigation and exploratory work that Miami Dade College agrees is reasonably requested. The Architect shall not rely solely on Miami Dade College furnished information. As-built drawings from prior projects may be furnished by Miami Dade College to Architect for informational purposes without any warranty that the as-built drawings are accurate. Architect is responsible to verify the conditions depicted in any as-built drawings, as well as to recommend to Miami Dade College the adequate investigation of underground and concealed conditions. 3.4.4.1.3 Phase III Submittals The following Plan Review Submittals for review by Landlord and his agencies as per the Lease Agreement, MDC, MDC Consultants and the CM shall be required in this contract. The A/E shall resolve all comments and include in the following submission. (i) 50% Contract Documents (ii) 90% Contract Documents (iii) I 00% Contract Documents/Permit Set Following the incorporation of the final plan review comments and the final approval of the permit set the A/E shall issue to the agencies noted the 100% Construction Set for record purposes. 3.4.4.3 Final Estimate. Upon completion of 90 percent of the Phase III - Contract Documents, the Architect shall assist the CM with the preparation and submission of the Final GMP which shall be used for analysis of bids received and shall be sufficiently detailed with quantities, unit prices, extensions and calculations to provide the costs of each applicable trade (summarized by construction type of assembly, mechanical or electrical component) identified by specific location on the MDC Project. The Final Estimate shall also be summarized in accordance with the current Construction Specifications Institute (CSI) Master format system in conjunction with all divisions outlined in the project manual specifications. 3.4.4.3.1 The Architect and its representatives shall not communicate with a bidder or proposer prior to the contract for construction delivery services is executed, except as authorized by the Contractor. 3.4.4.3.2 The Architect shall reply to the Contractor within fifteen (15) days of the receipt of the documentation regarding the Qualifications of key personnel, related to this project, to be used by the Contractor in accordance with a Contract for Construction to perform Work for an MDC Project. The reply shall state whether Miami Dade College or the Architect have any reasonable objections to any persons or entities proposed to be used by the Contractor for the MDC Project. 3.4.4.4 Submission of Construction Documents. The Architect shall assist Miami Dade College in connection with Miami Dade College's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over an MDC Project, including submission of two properly sealed copies of the Phase III – Contract Documents to the Office for its approval, or as otherwise directed by Miami Dade College. 3.4.4.5 Modification or Additions Required by Governmental Authorities. The Architect shall, at its own expense, make such modifications or additions to the Phase III - Contract Documents or other Construction Documents as may be required by the Office or its designee acting on behalf of the Office, the MDC Building Official, and any other governmental authority having jurisdiction over an MDC Project. The Architect shall, upon receipt of the Office’s or its designee’s review of the Phase III Documents, modify the documents to meet the Florida Building Code review mandatories, and/or coordinate the unconditional approval of such documents by the Office or designee. Modifications shall be incorporated into the Contract Documents prior to the advertisement for bids, or by issuance of Addenda by the Architect prior to the opening of bids. In the event Phase III reviews are received after award of the Contract for Construction, the Architect shall issue and process a Change Order incorporating all mandatories into the Contract Documents. The Architect shall advise Miami Dade College of possible requirements of the EPA, the Federal Super Fund Act and other Applicable Laws. The Architect shall advise Miami Dade College in writing of all modifications in the Phase III - Contract Documents or other Construction Documents, which

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delete or change the quality or quantity of materials to reduce the cost of the MDC Project when the Architect reasonably believes the result, may be Architect and its Consultants aesthetically unacceptable to Miami Dade College. 3.4.4.6 Contractor's Proposals in Excess. In the event that the construction amounts submitted by the lowest responsive and responsible bidder, or the proposer whose proposal is most advantageous to Miami Dade College exceeds the Final Construction Budget, as such amount may be amended pursuant to Contractor’s Proposal in Excess. In the event that the construction amounts included in the GMP submitted by the selected Construction Manager cannot be negotiated to be within the approved Final Construction Budget, and, as such amount may be amended pursuant to Section 3.4.1, the Architect agrees that it shall, upon request of Miami Dade College, make changes to the Construction Documents to reduce the cost of an MDC Project to an acceptable amount, in accordance with Section 4.3.3.5 herein. In the event Miami Dade College declares an emergency and negotiates modifications to the Construction Documents with the lowest responsible bidder as set forth in Section 235.31, Florida Statutes, the Architect agrees to assist Miami Dade College with respect to the negotiations and the modifications to the Construction Documents. Miami Dade College shall approve proposed changes to the Construction Documents. The Architect acknowledges and agrees that changes which negate the objectives of the MDC Project or require the use of impractical materials and equipment will not be approved by Miami Dade College. All costs incurred by the Architect in connection with making such changes to the Construction Documents, including, without limitation, the expense of reproducing Drawings and Specifications, participating in meetings with Miami Dade College, or, in negotiations with the Contractor, or attending other meetings as set forth in a Contract for Construction shall be at the Architect's expense unless the Architect demonstrates to Miami Dade College that the increase in costs of construction is directly attributable to changes in market conditions. 3.4.4.7 Alternates. At Miami Dade College's request, the Architect shall include design alternates with the bidding documents, provided such alternates provide a usable alternative for the original item. The Architect may design or specify an item of construction, which will exceed the Final Construction Budget, and Miami Dade College may, at the Architect's request, allow such item to be used. The parties shall agree on a Fixed Fee for the design alternates at the time Miami Dade College approves the design of the alternates, whether such alternates are included or not included in a Contract for Construction. 3.4.4.8 Tracking. The Architect shall assist the Contractor in establishing and implementing procedures for tracking and expediting the processing of shop drawings and samples, as required by the Construction Documents. 3.4.4.9 CAD Files. The Architect shall utilize Computer Aided Design programs that shall be Architectural Desktop (ADT) or AutoCAD, both by Autodesk. No additional charges shall be made for the use of Computer Aided Design equipment. After acceptance of a bid for an MDC Project, the Architect shall, at no additional cost to Miami Dade College beyond the Architect's Fee, furnish to Miami Dade College, one complete set of "Auto Cad" files in electronic media format, including all addenda and accepted alternates. At the Final Completion of such MDC Project, the Architect shall, in addition to the record mylars, and the Project Manual and at its own cost and expense, update and furnish to Miami Dade College one complete set of the CAD Files. In addition to the required CAD files, the Architect shall provide all other closeout documents as well as all non-trivial Project correspondence in digital format / media. The CAD Files shall contain as a minimum the following: 1. Site Drawings A. Civil i. Survey ii. Underground Structures iii. Grading B. Landscaping And Irrigation C. Architectural D. Mechanical E. Electrical

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2. Floor Plans (1/8" And 1/4" Scale Or Other As Applicable) A. Structural B. Architectural i. Floor Plans ii. Reflected Ceiling Plans C. Mechanical D. Electrical i. Power ii. Lighting Reflected Ceiling Plans E. Roof Plans F. Building Elevations G. Sections 3.4.5 Construction Phase. The Architect shall administer the construction portion of a Contract for Construction, as more fully set forth herein. The Architect shall observe the Work and shall advise the Contractor with respect to matters set forth in a Contract for Construction. As part of the Basic Services, the Architect shall perform such Services required of the Architect, as they are set forth in a Contract for Construction including, without limitation, site meetings, shop drawing review, input on change requests, and decisions on claims. Notwithstanding anything contained in the Construction Documents to the contrary, Miami Dade College, in its sole discretion, without any obligation to do so, may assume any role reserved for the Architect in the Construction Documents, after providing notice thereof to the Architect and to the Contractor. 3.4.5.1 Designation of Construction Coordinator. The Architects and the appropriate Consultants shall make visits to the MDC Project Site at intervals appropriate to the stage of construction and at least every two (2) weeks, or more frequently if requested by Miami Dade College, to inspect, respond to Miami Dade College’s requests for clarifications, and evaluate the Contractor’s schedules, logs, test reports and other records, and to inspect the quality and progress of the Work. The Architect and Consultants shall determine; (a) that the workmanship and materials conform to the standards established in the Construction Documents ; (b) that the Substantial Completion Date and Final Completion Date of the Work is in accordance with the Contract for Construction; and (c) whether the Work is generally in compliance with the Drawings and Specifications, proceeding according to the Construction Schedule, and in accordance to all other Contract Documents, as defined in the Contract for Construction, the Florida Building Code and other applicable Laws. The Construction Coordinator, the MDC Project Representative, or another person (such person shall not be an employee of the Architect) certified as a FBCI or the equivalency, if selected as the FBCI for the MDC Project and shall comply with the duties and responsibilities as set forth in Section 3.2.4 3.4.5.2 Architect at Site. 3.4.5.2.1 The Architect and all Consultants shall make visits to an MDC Project site at intervals appropriate to the stage of construction as set forth in the Guidelines (Architect and Consultants Mandatory Site Visits), and at least once every One (1) weeks; or more frequently as directed by Miami Dade College to: a) inspect, respond to Miami Dade College’s requests for clarifications, evaluate the Contractor's schedules, logs, test reports and other records; b) to inspect the quality and progress of the Work to determine that the workmanship and materials conform to the standards established in the Construction Documents; (c) determine the Substantial Completion Date and Final Completion Date of the Work on the MDC Project in accordance with a Contract for Construction; and (d) determine whether the Work is generally proceeding in accordance with the Drawings and Specifications, the Construction Schedule, the other Contract Documents, as defined in a Contract for Construction, the Florida Building Code and other Applicable Laws. The Architect shall keep Miami Dade College apprised on a timely basis of all such matters. The Architect shall also prepare a written report with respect to each inspection in reasonable detail; such report shall include, without limitation, the date and time of the inspection, the Work

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inspected, any omissions, substitutions, defects or deficiencies noted in the Work and the steps to correct the same, and any other comments on the quality or progress of the Work. 3.4.5.2.2 The Architect shall issue and deliver to Miami Dade College and the Contractor, a certificate of Substantial Completion identifying Punch List items and responsibilities of the parties with respect to an MDC Project. The Architect shall not issue the certificate of Substantial Completion for the MDC Project until the Architect can certify that Substantial Completion of the Work has been achieved, but for the specifically identified Punch List items. 3.4.5.2.3 The Architect shall not issue the final certificate for payment for an MDC Project until the Architect can certify that Final Completion of the Work has been achieved and the Work has been performed in accordance with the Construction Documents and Applicable Laws, and that all conditions precedent to final payment set forth in a Contract for Construction have been fully satisfied by the Contractor. 3.4.5.2.4 Where air conditioning tests are applicable, the Architect shall have the consulting mechanical engineer review and comment in writing on the air conditioning test and balance report. 3.4.5.2.5 The Architect shall act reasonably to endeavor to guard against defects and deficiencies in the Work and to determine generally that the Work is completed substantially in accordance with the Drawings and Specifications, the other Construction Documents, the Florida Building Code and other Applicable Laws. As Miami Dade College's design professional, the Architect may: (a) recommend that Miami Dade College disapprove or reject Work as failing to conform to the Drawings and Specifications, other Construction Documents, the Florida Building Code or other Applicable Laws; and (b) require special inspection or testing of any Work in accordance with the provisions of the Construction Documents. Upon completion of any Work, and before acceptance of such Work by Miami Dade College, the Architect shall certify in writing to Miami Dade College that the Work has been substantially completed in accordance with the Drawings and Specifications, other Construction Documents, and the Florida Building Code. The Architect shall be responsible for such inspections, certificates, observations and determinations as required throughout the Agreement, but, notwithstanding anything in this Agreement to the contrary, shall not be responsible for: (a) construction means, methods, techniques, sequences or procedures, (b) the acts or omissions of the Contractor, any subcontractor, or their agents and employees; or (c) the failure of the Contractor or any manufacturer, vendor or any other third party to perform the Work in accordance with the Drawings and Specifications, other Construction Documents, the Florida Building Code and other Applicable Laws, provided, however, that the Architect shall have an affirmative duty to advise Miami Dade College of such acts, omissions and failures or other problems to the extent it or its representatives are aware or should have reasonably been aware thereof. 3.4.5.3 Submittals and RFI’s. The Architect will review and approve complete Submittals within Seven (7) days upon receipt by the Architect, in accordance a Contract for Construction. The Architect shall not approve deviation from the Construction Documents unless Miami Dade College in writing approves such deviation. The Architect shall take all such action with reasonable promptness to ensure there is no delay in the Work. 3.4.5.3.1 Upon receipt of Submittals, the Architect shall review and mark the Submittals in one or more of following ways: (a) No exceptions taken; (b) Note comments; (c) Rejected; or (d) Resubmit. 3.4.5.3.2 When the Contractor submits to the Architect a letter indicating that the Contractor is unable to obtain delivery of a specified material or item within the required time, or that the product is no longer available, the Architect shall determine whether materials specified will no longer be available during the progress of the Work, or if the quality of the material is no longer acceptable to Miami Dade College, and if it so determines, the Architect shall, at no cost to Miami Dade College, specify an equivalent material which will be satisfactory to Miami Dade College. 3.4.5.4 Change Orders. The Architect shall have the authority to order minor changes to the Work which do not involve an increase in an MDC Project's Contract Price or Contract Time and which are not

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inconsistent with the Construction Documents. All communications with the Contractor pertaining to minor changes in the work or changes in the work, which will result in a Change Order, shall clearly state the rationale for the change. The Architect shall also prepare Change Orders and shall receive and forward written guarantees required of the Contractor and Construction Change Directives with supporting documentation for Miami Dade College's approval and execution in accordance with a Contract for Construction. The Architect shall be solely responsible for, and shall indemnify Miami Dade College against, any and all additional costs and expenses which may be incurred by Miami Dade College by means of a Change Order caused or necessitated by any errors, omissions, or defects in, the plans, Specifications, Drawings and other documents prepared by the Architect and/or its Consultants. 3.4.5.4.1 Change proposal requests prepared by the Architect shall be issued by the Architect to the Contractor. 3.4.5.4.2 The Architect shall certify the amount due to the Contractor or a credit due Miami Dade College on the basis of reasonable costs, including expenditures and savings attributable to the Change Order, including, as appropriate, the reasonable allowance for overhead and profit set forth in a Contract for Construction, provided that any adjustment shall not exceed the "Not to Exceed Cost" (or if applicable, the "Minimum Reduction"), if applicable, pursuant to a Contract for Construction. 3.4.5.5 Architect's Certificates of Payment. 3.4.5.5.1 Based upon the a) Architect's observations at an MDC Project site or at a bonded warehouse, if applicable, b) evaluation of the Contractor's applications for payment, c) review of all documentation required to be submitted by the Contractor pursuant to a Contract for

Construction, including the Contractor's schedule of values and other cost records, d) waivers and releases of Claims, and e) the Contractor's marked-up record prints the Architect shall determine the amount owing the Contractor and shall issue a "Certificate For Payment" in such amounts and in such manner as provided in the Construction Documents. The Architect agrees to be present at MDC Board meetings when requested to present Change Orders and to provide other explanations determined necessary by Miami Dade College. 3.4.5.5.2 Provided that an Application for Payment is submitted by the Contractor in accordance with the terms of the Construction Documents, including the terms of a Contract for Construction, within seven (7) calendar days after receipt of the Application for Payment, the Architect shall either issue to Miami Dade College a Certificate for Payment for the amount the Architect deems is properly due to the Contractor or shall notify both Miami Dade College and the Contractor of its reasons for withholding such certification, as set forth in a Contract for Construction. At such time as the reasons for withholding certification as set forth in a Contract for Construction are removed, the Architect shall promptly issue a Certificate for Payment. 3.4.5.5.3 The determination and issuance of a Certificate For Payment shall constitute a representation by the Architect to Miami Dade College, that based on such observations, recommendations, application for payment and other documentation described in Section 3.4.5.5.1 above that: (a) the Work has progressed generally to the point indicated; (b) the Contractor is maintaining current Record Drawings; (c) to the best of the Architect's knowledge, the Work is in substantially accordance with the Construction Documents, the Florida Building Code, and Applicable Laws; and (d) the Contractor is entitled to payment in the amount certified. At Miami Dade College’s option, the Architect shall also confirm that after the first Application for Payment, each subsequent application shall be accompanied by subcontractor partial lien releases fully accounting for subcontractor payments due for the previous application. Except to the extent encompassed within its examination of Contractor and subcontractor releases and waivers of liens, the issuance of a Certificate for Payment shall not be a representation that the Architect has made any examination to ascertain how or for what purpose the Contractor has used the money paid on account of

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the Contract Price. 3.4.5.6 Progress Reports. At least once per month during the construction phase of an MDC Project, the Architect shall prepare and submit to Miami Dade College a progress report of the Work describing in reasonable detail the progress of the Work and potential problems or claims of which the Architect is aware. The report should follow the form of the Status Report described in Section 3.3.4. Copies of all Drawings, reports, inquiries, letters the Architect sends to the Contractor, and letters to any Consultant, subcontractor, vendor, governmental entity or other person related to the MDC Project, shall be sent simultaneously to Miami Dade College. 3.4.5.7 Record Drawings and Specifications. During the construction phase of an MDC Project, the Architect shall review changes and modifications to the Work observed, and those recorded by the Contractor on marked up Construction Documents at each monthly pay request. The Architect shall revise the original working Drawings and Specifications based on data furnished by the Contractor after construction is completed showing changes and modifications to the Work made during construction, including, but not limited to, final locations of mechanical and electrical service lines. Miami Dade College shall be supplied, at the Architect's expense, with one complete set of such Record Drawings on full size reproducible record mylars or other suitable medium, and one complete set of such Record Drawings on electronic CAD Files. These shall be submitted to Miami Dade College prior to Final Completion. 3.4.5.8 Certificates. Upon Final Completion of the Work on an MDC Project, the Architect shall provide the certificate(s) required by the authority(ies) having jurisdiction certifying that the Work has been constructed in accordance with the Construction Documents, as modified by approved Change Orders, Construction Change Directives, and the Florida Building Code. The Architect's Certificate for final payment shall not obligate Miami Dade College to make final payment where Miami Dade College has not accepted the MDC Project. The Consultants shall each provide Miami Dade College a certification that the Work representing that portion of the Construction Documents for which they were responsible to the Architect has been constructed in accordance with the Construction Documents, and Applicable Laws. 3.4.5.9 Training Manuals. The Architect shall obtaining the training manuals for operation and maintenance of the relevant portion of the Work from the Contractor, subcontractors and materialmen on an MDC Project. The Architect shall not certify final payment until such manuals have been furnished by Contractor. 3.4.5.10 Warranty Period. The Architect shall give Miami Dade College thirty (30) days written notice prior to the expiration of the warranty period for the CM’s warranty, and for all equipment warranties for an MDC Project, and shall assist Miami Dade College with any claims that Miami Dade College may have against the Contractor, or any vendor(s) pursuant to such warranties. The Architect shall continue any other Services that are reasonably necessary to fulfill its obligations in connection with the MDC Project(s) during the warranty period. 3.4.5.11 Advisory Claim Decisions. Upon written request of Miami Dade College, Claims, disputes and other matters in question relating to the performance and progress of the Work or the interpretation of the Construction Documents shall be referred to the Architect for decision. Any such interpretations and decisions of the Architect shall be reasonably consistent with the intent of the Construction Documents, provided that the Architect shall not be liable for any such interpretation or decision rendered by it in good faith upon reasonable inquiry. The Architect’s decision shall be rendered in writing and shall be delivered to Miami Dade College within thirty (30) calendar days of the Architect’s receipt of the written request. The decision of the Architect is for Miami Dade College’s information. 3.4.6 Survey. The Architect shall assist Miami Dade College, at Miami Dade College’s written request, in acquiring a certified land survey of an MDC Project site, setting forth: (a) required grades and lines of streets, alleys, pavements and adjoining property; (b) rights of way, restrictions, easements, encroachments, boundaries and contours of the site; and, (c) locations, dimensions and data pertaining to existing buildings, other improvements and trees, and shall provide copies thereof to Miami Dade College.

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3.4.7 Subsurface or Concealed Conditions. If the Contractor gives written notice of discovering: (a) subsurface or otherwise concealed physical conditions at an MDC Project site which are materially different than those indicated in the Construction Documents; or (b) previously unknown, unusual physical conditions which are materially different from those that ordinarily exist and are generally recognized as being inherent within the locale of the Project, the Architect shall promptly investigate such conditions and determine whether such conditions are materially different as above described. If it is so determined, the Architect shall provide written notice to Miami Dade College and the Contractor, within fourteen (14) calendar days after receipt of the Contractor's notice, of the results and recommendation as to any proposed adjustments to the Contract Time, the MDC Project Price/costs, or both, based on the Architect’s investigation. 3.4.8 Meetings. The Architect, or its duly authorized representatives familiar with the status of the Work at such MDC Project, shall attend all monthly Miami Dade College Contractor progress meetings, and such other meetings as requested by Miami Dade College. In addition, the Architect, or its duly authorized representative familiar with the status of the Work at such MDC Project, shall attend meetings, shall keep minutes of all meetings, and shall schedule and hold Construction Team meetings, as set forth in a Contract for Construction and as directed by Miami Dade College. 3.4.9 Claims and Change Orders. If the Architect's Fee for an MDC Project is determined pursuant to a Fixed Fee as specified in Section 4.1.1 for a Percentage of Cost as specified in Section 5.1.3, there shall be included in the Basic Services up to twenty (20) hours of time to be spent on Change Orders, and up to forty (40) hours to be spent evaluating Claims submitted by the Contractor or others. Time spent on Change Orders and Claims in excess of these amounts shall be invoiced as Additional Services pursuant to Section 4.5, and payable when documented and justified to Miami Dade College’s satisfaction. The Architect shall provide an accounting of time spent monthly on Change Orders and Claims, as provided in this Section. Any un-used portion of the minimum allowances shall be credited toward Additional Services, if any. 3.5 Additional Services. The Architect, performing Services as a project architect, shall provide Additional Services upon Miami Dade College's written authorization only. Before commencing the Additional Services, Miami Dade College must agree on the method and/or amount of compensation for the type of Additional Service. Should the Architect or its Consultant commence performance of Additional Services without first obtaining agreement on the method and/or amount of compensation for such Additional Services, it shall be construed as a waiver of any right to claim additional compensation for such Additional Services. Additional Services are limited to the following: 3.5.1 Changes to Approved Documents. Revisions to previously approved Construction Documents to accomplish changes ordered by Miami Dade College, except that Additional Services shall not include, and the Architect shall receive no fees or reimbursements for, performance of the following: (a) changes necessitated by errors, omissions, negligence or misinterpretation of requirements by the Architect or its Consultants; (b) changes necessitated by changes in program and requirements made during the schematic design phase; (c) changes required under Section 3.4.4.5 (modifications or additions required by governmental authorities); and, (d) changes required under Section 3.4.4.6 (contractor's proposal in excess). 3.5.2 Change Orders. Except as otherwise provided in Section 3.5.1, and, if applicable, Section 3.4.9, Services for proposed Change Orders. 3.5.3 Services Due to Casualty Loss. Services in connection with replacement of the Work in progress damaged by fire, storm or other cause not arising from the error, omission or negligence of the Architect. 3.5.4 Services Due to Contractor's Default. Arranging for the Work to proceed in the event the Contractor defaults due to delinquency, insolvency or other reason, and not due to the errors, omissions or

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negligence of the Architect. 3.5.5 Prolonged Services. Providing prolonged contract administration and observation of construction, in the event Substantial Completion of an MDC Project is extended by more than sixty (60) days beyond the Contract Time as established pursuant to a Contract for Construction, including authorized extensions of time, due to no fault or negligence of the Architect. 3.6 Special Consultants that Provide Special Services. Upon written authorization by Miami Dade College, the Architect shall employ or retain the services of Special Consultants (excluding those individuals employed or retained by the Architect under Section 3.3.6.1) to perform the following special services: (a) acoustical engineering; (b) traffic control; (c) soil testing; (d) food service; (e) surveying; (f) other services required by Applicable Law, including but not limited to, EPA, Florida Department of Environmental Protection, Miami-Dade County Department of Environmental Resources Management, or other local environmental agency rules or regulations; (g) Project Management Services; and, (h) other services required by Miami Dade College, e.g., LEED Commissioning Authority. The Architect may request authorization to retain a Special Consultant, which request shall detail the reasons that a Special Consultant is necessary, and the description of the services for which the Special Consultant is needed. Miami Dade College may, at its discretion, provide written authorization for the Architect to retain the Special Consultant. 3.6.1 LEED® and Sustainable Design. The Green/Sustainable Building Rating Systems and other similar environmental guidelines utilize certain design and usability recommendations on a project in order to promote an environmentally friendly and energy efficient facility. In addressing these guidelines, the Architect and Engineer shall perform their services in accordance with that degree of skill and care ordinarily exercised by similarly situated members of Architect and Engineer’s profession involved in the design of similar projects in the same locale as the Project. Miami Dade College acknowledges and understands, however, that Green/Sustainable Building Rating Systems are subject to potential contradictory interpretations. Furthermore, compliance may involve factors beyond the control of the Architect or Engineer including, but not limited to, Miami Dade Colleges’ use and operation of the completed project. Any certification of performance or systems is for certification only and is not intended to affect a warranty or guarantee. The Architect and Engineer shall use reasonable care consistent with the foregoing standard in Interpreting and designing in accordance with LEED®. The Architect and Engineer shall not be Responsible for Contractor’s failure to adhere to the Contract Documents and any applicable Laws, codes and regulations incorporated therein, nor for any changes to the design made by the Miami Dade College without the direct participation and written approval of the Architect or Engineer. Likewise, the Architect and Engineer shall not be responsible for any environmental or energy Issues arising out of Miami Dade College’s use and operation of the completed project. 3.7 Duties and Responsibilities of Miami Dade College. The following services, information, and reports shall be furnished at Miami Dade College's expense to the Architect. However, Miami Dade College makes no representation or warranty as to the completeness or accuracy of any information or reports furnished by Miami Dade College, and does not have control over its consultants, nor any expertise in the areas of service provided by Miami Dade College's consultants. 3.7.1 Educational Specifications and Budget. Miami Dade College shall provide full information regarding requirements for an MDC Project, including the Educational Specifications, and the budget, unless the development of Educational Specifications is part of the Architect’s Services. For the Dyer Project the Development of the Educational Specifications under the Direction of MDC is included in the Architects Services. 3.7.2 Utilities, Borings, and Tests at the MDC Project Site. Miami Dade College shall furnish to the Architect, if available: (a) information as to available service and utility lines, both public and private; (b) information regarding subsoil conditions, including test borings and test pits, if required; (c) structural, chemical, mechanical, soil mechanics or other tests, inspections and reports, if required; and, (d) any

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information which Miami Dade College is aware with respect to the MDC Project site. Miami Dade College makes no representation as to the accuracy of the information that it furnishes. Architect is responsible for recommending reasonably needed tests and borings needed for design. 3.8 TIME OF PERFORMANCE 3.8.1 Design Schedule - The A/E shall prepare and submit as an attachment to the “Request for Fee Proposal” (RFFP), Exhibit D, a detailed design schedule, in a format acceptable to Miami Dade College, demonstrating fulfillment of all Contract requirements the "Design Schedule". The Design Schedule, once approved, shall be utilize by the A/E for scheduling, coordinating and monitoring all Design Work under the Contract.

1. The Schedule shall incorporate Critical Submittal Milestones as defined in the contract and meeting the requirements of SREF for the Completion of the Design. As a minimum the following submittal milestones shall be identified.

a. Phase I - Program Verification. b. Phase I -Programmatic Agreement c. Phase I - Schematic Design Documents. d. Phase II - Design Development Documents e. Phase III - Contract Documents 50% Construction Documents. f. Phase III - 90% Construction Documents. g. Phase III - 100% Construction Documents & GMP (Concurrent review & GMP

Process). – Permit Review Documents.

2. The Schedule shall include an activity of Twenty (20) Work days, Four (4) calendar weeks for review and Comments of the Phase Submittals.

3.8.2 Conformance with Approved Schedule - The A/E shall perform all the duties required by this Agreement in such a way and time as to conform to the Notice to Proceed, Exhibit C, and the approved Design Schedule and the Construction Project Schedule as applicable. 3.8.3 Time Extensions - In the event the performance of the A/E is delayed by reasons outside the A/E’s control, the A/E shall request in writing an extension of time for the contract requirements of this Agreement. Said request for extension shall include a proposed revised schedule and documentation as to the cause of the delay. The A/E’s sole remedy for delays which impact the time of performance of this Agreement shall be a time extension. No damages for delay shall accrue to the benefit of the A/E as a result of any delays to the performance of this Agreement. Specifically the A/E agrees that the failure of the Architect to maintain the design schedule shall be non-compensable to the A/E and A/E’s sole remedy shall be an extension of time. A request for time extension must reflect and document the delay to the Design Schedule, and must not be the result of any misfeasance or malfeasance of the A/E or anyone for whom the A/E is responsible, including Sub-consultants and suppliers. 3.8.4 The Architect acknowledges that the failure to meet the Design Milestone Schedule will result in substantial damages to Miami Dade College, which are not ascertainable at this time. Architect acknowledges and agrees that, since time is of the essence, Miami Dade College will suffer financial and other losses if the comprehensive milestone schedule is not met within the Projected Schedule as said Projected Schedule may be adjusted pursuant to the terms of this Agreement. Should the Architect fail to meet the comprehensive milestone schedule within the Projected Schedule, Miami Dade College shall be entitled to assess, as liquidated damages, but not as a penalty, the sum of $250.00 for each calendar day thereafter until the comprehensive milestone schedule is met. Architect hereby expressly waives and relinquishes any right which it may have to seek to characterize the above noted liquidated damages as a penalty, which the parties agree represents a fair and reasonable estimate of Miami Dade College's actual damages at the time of contracting if Architect fails to meet the comprehensive milestone schedule within the Projected Schedule. Further, the parties acknowledge that it would be extremely difficult, if not

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impossible, to ascertain Miami Dade College's actual damages within any degree of certainty in the event the Architect fails to meet the comprehensive milestone schedule within the Projected Schedule.

ARTICLE 4 COMPENSATION

4.1 Architect's Fee. The Architect and Miami Dade College agree to negotiate the Architect's Fee for each MDC Project, whether as a consulting architect, project architect, or both, prior to the Architect commencing performance of Services on an MDC Project. The Architect's Fee shall be determined, at Miami Dade College’s discretion, on the basis of one or any combination of: (a) a Fixed Fee method; (b) a Direct Personnel Expense method; or, (c) a percentage of cost method, as more fully described below. 4.1.1 Fixed Fee Method. The Architect's Fee for all or a portion of an MDC Project may be a lump sum Fixed Fee, which shall constitute the entire compensation due the Architect for the Services for all or a specified portion of an MDC Project, as defined in the Notice to Proceed. 4.1.2 Direct Personnel Expense Method. Subject to the Not to Exceed Amount set forth on the Notice to Proceed for the MDC Project, the Architect’s Fee for all or a portion of the MDC Project may be calculated based on an hourly rate and the hours spent on the MDC Project by the Architect’s officers, employees, and approved Consultants employed by the Architect, which shall constitute the entire compensation due the Architect for the Services for all or a specified portion of the MDC Project as defined in the Notice to Proceed. The Direct Personnel Expense shall be the rates of pay set forth in the schedule attached Exhibit F, which schedule shall specify the classification of personnel that are expected to be involved in the MDC Project and their rates of pay. The Architect’s and/or the Consultant’s Principal’s time shall not exceed ten percent (10%) of the basic fee for services. 4.1.3 Percentage of Cost Method. The Architect’s Fee for all or a portion of the MDC Project may be a Negotiated Fee as a percentage of cost. The basis for said fee shall be the State of Florida, Department of Management Services A/E Fee Calculator (http://smsisdmz02.state.fl.us/docs/DMSAEFeeGuidedefinition.asp). Upon Agreement as to the percentage and application thereof the construction cost, this shall become the fixed fee as directed as described in 4.1.1. 4.2 Reimbursable Expenses. The Architect shall not be entitled to Reimbursable Expenses for an MDC Project unless provision for Reimbursable Expenses is made in the Notice to Proceed. Subject to Miami Dade College's prior written approval, and any limitations imposed by Miami Dade College, Miami Dade College shall, in addition to the Architect's Fee, reimburse the Architect for Reimbursable Expenses, within 45 days of receipt of invoices and such supporting vouchers and other documentation as Miami Dade College or its representatives may reasonably request. All invoices for Reimbursable Expenses shall clearly indicate the MDC Project number, as indicated on a Notice to Proceed, for review by Miami Dade College’s Representative. The Architect acknowledges and agrees that its failure to comply with the requirements for payment of Reimbursable Expenses set forth herein, including, without limitation, obtaining the prior written approval of Miami Dade College, shall be deemed a waiver of any entitlement to reimbursement for such expenses. Reimbursable Expenses may include the following: 4.2.1 Except to the extent compensated as an Additional Service, expenses of engineering surveys of new sites and new engineering surveys of existing sites, if specifically approved by Miami Dade College. 4.2.2 To the extent permitted by Applicable Law, transportation and living expenses of principals and employees of the Architect for travel outside of Miami-Dade, Broward, or Palm Beach Counties, Florida, specifically authorized by Miami Dade College in writing prior to the principals and employees of the Architect incurring such transportation or living expenses.

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4.2.3 Costs of testing the strength of materials and chemical, mechanical or other tests required in connection with the MDC Project. 4.2.4 For Fees charged by Special Consultants described in Article IV, Section 3.6. The Architect shall receive five percent of such consultant’s fees to cover the Architect’s profit and costs of administration. 4.2.5 To the extent not otherwise compensated under Section 4.1, costs of the items described in Section 3.8.2, if the Architect is requested by Miami Dade College to furnish such items. 4.2.6 Reproductions of finished Drawings and Specifications, provided, however, that the Architect shall be responsible for costs of reproductions for all Drawings necessary for the Architect's own use and reproductions of all finished revised Drawings, if made necessary because of rebidding requirements due to underestimation of construction costs. Reproductions made at Miami Dade College's expense shall be ordered directly by Miami Dade College through the Architect or from a source approved in advance by Miami Dade College. 4.2.7 Costs and expenses of any other items approved in writing in advance by Miami Dade College. 4.3 Payment of Architect's Fee. 4.3.1 Fixed Fee. Where the Architect's compensation is for a Fixed Fee amount as set forth in Section 4.1.1, payments to the Architect shall be made on a monthly basis within 45 days of receipt of: (a) invoices; (b) waivers releases, as set forth in Sections 4.7, and 4.8; and, (c) such other documentation or instruments as Miami Dade College or its representatives may reasonably request. The amount of each monthly payment shall be based on the percentage of the Services for the MDC Project completed as of the date of the Architect's invoice, as determined by Miami Dade College. 4.3.2 Direct Personnel Expense. Where the Architect's compensation is based on an hourly basis as set forth in Section 5.1.2 payments to the Architect shall be made on a monthly basis within 45 days of receipt of: (a) invoices; (b) waivers and releases, as set forth in Sections 4.7 and 4.8; and, (c) such other documentation or instruments as Miami Dade College or its representatives may reasonably request. The amount of each payment shall be the direct personnel expense for the invoice period, as calculated pursuant to Section 4.1.2, and documented to Miami Dade College's satisfaction. 4.3.3 Percentage of Cost. Where the Architect's compensation is the method set forth in Section 4.1.3, payment of the Fee shall made within 45 days of receipt of: (a) invoices; (b) waivers and releases, as set forth in Sections 5.7 and 5.8 and, (c) such other documentation that Miami Dade College may reasonably request. The amount of each payment shall be based on stage of completion of an MDC Project as follows: 4.3.3.1 Upon acceptance of the Phase I - Program Verification and Schematic Design Documents by Miami Dade College, a sum equal to ten percent (10%) of the Negotiated Fee. 4.3.3.2 Upon acceptance of the Phase II - Design Development Documents by Miami Dade College, a sum of 15% sufficient to increase the aggregate payment to twenty-five percent (25%) of the Negotiated Fee. 4.3.3.3 Upon completion of the Phase III - Contract Documents and their submission to the Office, a sum of 40% sufficient to increase the aggregate payment to sixty-five percent (65%) of the Negotiated Fee. 4.3.3.4 If a Contract for Construction is awarded, a sum of 5% sufficient to increase the aggregate payment to seventy percent (70%) of the Negotiated Fee. Payment of this amount shall include payments for all Services set forth under Section 3.4, and this amount shall not be subject to adjustment due to the

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amount of a Contract for Construction or changes to it during construction. 4.3.3.5 If the construction cost received from the lowest responsive and responsible bidder, or the proposer whose proposal is most advantageous to Miami Dade College, exceeds the Final Construction Budget and Miami Dade College refuses to award a construction contract, Miami Dade College may: (a) abandon the MDC Project, in which event the Architect shall not be entitled to additional Fee beyond the Fee received through the end of Phase III. or, (b) require Miami Dade College-approved changes to the documents at the Architect's expense, in accordance with Section 3.4.4.6. If, after the documents have been revised, bids are retaken and the construction cost received from the lowest responsive and responsible bidder or the proposer whose proposal is most advantageous to Miami Dade College again exceeds the Final construction budget, and Miami Dade College refuses to award a construction contract, Miami Dade College may abandon the MDC Project and make final adjustments as provided in clause (a) of this Section 4.3.3.6 or require further changes as provided in clause (b) of this Section 4.3.3.6. If after rebids have been taken Miami Dade College awards a Contract for Construction, the payment due the Architect shall be as set forth in 4.3.3.4 above. 4.3.3.6 If the Architect provides Drawings and Specifications in accordance with this Agreement, and Miami Dade College does not solicit bids or proposals within one (1) year from the date the Office, and other governmental authorities having jurisdiction over an MDC Project approve the Phase III - Contract Documents, a sum of 5% sufficient to increase the aggregate payment to seventy percent (70%) of the Negotiated Fee. 4.3.3.7 Twenty-seven and a half percent (27.5%) of the Negotiated Fee shall be allocated for payment to the Architect and its Consultants for the Services performed during the Construction Administration Phase of an MDC Project until the final payment is due, with monthly payments being made based on the percentage of Work Completed, provided that such payments are not required for payments of less than $250.00. The final payment due the Architect shall be an amount, which, will equal two and a half percent (2.5%) of the Negotiated Fee. This final payment shall be due upon the later to occur of final acceptance of the MDC Project by Miami Dade College, the Office, and any other governmental authority having jurisdiction over the MDC Project, receipt by Miami Dade College of acceptable Record Drawings and Project Manual, final waivers and releases from the Architect and those Consultants performing any portion of the Services, and such other documentation as Miami Dade College or its representatives may reasonably request, completion of accounting connected with Change Orders and completion of all Punch List items. If final acceptance of the MDC Project is delayed by more than fifteen percent (15%) over the Contract Time as established in a Contract for Construction for such MDC Project, including authorized extensions of time, final payment shall be due at that time if the Architect is in no way responsible for the delay. No deductions shall be withheld from the Negotiated Fee on account of liquidated damages withheld from payments to the Contractor. 4.3.3.8 The Architect shall be paid for any Services performed by the Architect for an MDC Project even if the MDC Project is abandoned or suspended, in whole or in part, due to no fault of the Architect. Such payment shall constitute final payment for the Architect's Services, and shall not be subject to later revision due to variation in the bidding or program if it is later reinstated. Fees paid under Section 4.3.3.8 shall be applied against the Architect's Negotiated Fee if the MDC Project is later reinstated. No additional fees will be paid, if the construction commencement period or phases of construction are delayed. 4.4 MDC Project Construction Cost. Where the Architect's compensation is based on the Percentage of Cost method as set forth in Section 4.1.3, the Fee shall be calculated on the basis of the MDC Project Construction Cost, which shall be either: (a) the construction cost received from the lowest responsive and responsible bidder or the proposer whose proposal is most advantageous to Miami Dade College; or, (b) if no bids are taken or received, or if no award is made, the Final Construction Budget for a construction project associated with an MDC Project; provided, however, that the cost of any Change Orders incorporated into a Contract for Construction shall be added to, or subtracted from, the above amount, unless such additive Change Orders result from an error or omission of the Architect or its employees and Consultants, or the Architect is otherwise compensated for such Change Order work

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separately as an Additional Service. Regardless of the method used, the MDC Project Construction Cost shall exclude: (a) payments to the Architect and its Consultants; (b) the cost of land and rights of way, if any; (c) financing for the MDC Project, if any; and, (d) any other costs which are the responsibility of Miami Dade College for an MDC Project and are not provided for above. 4.5 Miami Dade College Supplied Labor, Materials and Equipment. When labor, material, or equipment is authorized by Miami Dade College to be included in preparation of Construction Documents by the Architect, and any of these are supplied by Miami Dade College directly, instead of through the Contractor, the MDC Project Construction Cost shall include the cost of such labor, material, and equipment at current market value. 4.6 Adjustments to Contract Price. The parties acknowledge and agree that, in accordance with Section 287.055(5)(a), Florida Statutes, the compensation due the Architect for an MDC Project, and any additions to the Architect's compensation, shall be adjusted to exclude any sums which Miami Dade College determines were increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. Adjustments under this Section 4.6 shall be made within one (1) year following the Final Completion Date. 4.7 Partial Waivers and Releases. As a condition precedent to Miami Dade College’s obligation to make payments to the Architect pursuant to this Agreement, the Architect shall furnish to Miami Dade College, at Miami Dade College’s sole discretion on a payment by payment basis, for the Architect, and for all of its Consultants who furnished Services during the payment period partial waivers and releases of claims in the aggregate amount of the monthly payment requested, all in the form of the Partial Waiver and Release form is made a part hereof by this reference as Exhibit H. 4.8 Final Waivers and Releases. As a condition precedent to Miami Dade College’s obligation to make final payment to the Architect for Services performed under this Agreement, the Architect shall furnish to Miami Dade College, from the Architect, and from each of its Consultants those Waivers and Releases in the form is made a part hereof by this reference as Exhibit I. If any claim of a Consultant or laborer working under Architect remains unsatisfied after all payments have been made, the Architect shall refund to Miami Dade College all monies that Miami Dade College may be compelled to pay to discharge any such claim, including all costs and reasonable attorneys’ fees for pre-trial, trial, and appellate levels.

ARTICLE 5 GENERAL PROVISIONS

5.1 Miami Dade Collegeship of Documents. Drawings, Specifications and other documents prepared by the Architect pursuant to this Agreement shall be deemed instruments purchased by Miami Dade College and Miami Dade College shall have the right to use the instruments on the current MDC project as well as re-use the Architect's Construction Documents for other MDC Projects of Miami Dade College, without further compensation to the Architect. Miami Dade College shall hold the Architect harmless and indemnify the Architect for any re-use of Construction Documents without participation by the Architect. 5.2 Termination. 5.2.1 Miami Dade College may terminate this Agreement for convenience at any time, with or without cause, upon thirty (30) days prior written notice. The Architect shall be compensated for the Services rendered prior to Miami Dade College's termination as set forth herein, plus, where applicable, any Reimbursable Expenses incurred prior to termination. 5.2.2 Miami Dade College may terminate this Agreement for cause upon seven (7) days prior written notice upon the occurrence of both: (a) the placement of the Architect, or an affiliate of the Architect on the Convicted Vendor List; and, (b) the determination by an administrative hearing officer in a proceeding instituted under the Public Entity Crime Statute that the Agreement is voidable as a result of the failure of the Architect to comply with the criteria set forth in Section 287.133(3)(e)3.d., f., and g., Florida Statutes. The Architect shall be compensated for the Services rendered in accordance with the provisions of this

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Agreement prior to Miami Dade College's termination as set forth herein, plus, where applicable, any Reimbursable Expenses. 5.2.3 Miami Dade College may terminate this Agreement for cause upon seven (7) days prior written notice in the event that the Architect fails to obtain replacement insurance coverage as required by Section 2.6.7. If the product delivered has a useful purpose, the Architect may be compensated for the Services rendered in accordance with the provisions of this Agreement prior to Miami Dade College's termination as set forth herein, plus any Reimbursable Expenses due the Architect. 5.2.4 Miami Dade College’s obligations and responsibilities under this Agreement are subject to action of the Florida Legislature and other state governmental bodies, including but not limited to, the future appropriation of funds by the Florida Legislature in an amount sufficient to allow continuation of its performance hereunder for each and every fiscal year following the fiscal year in which this Agreement is in effect. The Office may authorize Miami Dade College to enter into contracts for period exceeding one (1) year, within amounts appropriated and budgeted for fixed capital outlay needs; but any contract so made shall be executory only for the value of the services rendered, or agreed to be paid for, in succeeding fiscal years. Miami Dade College shall, upon receipt of notice that sufficient operating funds are not available to continue its full and faithful performance hereunder for an MDC Project, provide written notice to the Architect of such event and effective thirty (30) days after giving such notice, or upon the expiration of the period of time for which funds were sufficiently appropriated, whichever occurs first, be thereafter relieved of all further obligations and responsibilities in any way related to such MDC Project other than the payment obligations for Services performed prior to the Architect’s receipt of such notice and those responsibilities of the Architect which by their nature survive termination. 5.2.5 The Architect may terminate this Agreement upon thirty (30) days prior written notice to cure (specifying in reasonable detail the breach alleged) in the event Miami Dade College is in material breach of the terms of this Agreement. If, during such thirty (30) day period, Miami Dade College fails to cure such material breach or, if such breach requires more than thirty (30) days to cure, the Architect shall give a further seven day notice of termination. Occasional late payment shall not be considered a material breach. 5.2.6 The Architect and Miami Dade College agree that the payments for the pro rata portion of Services rendered, plus, where applicable, any Reimbursable Expenses incurred, prior to Miami Dade College's termination under Section 5.2.1 through Section 5.2.4, inclusive, or the Architect's termination under Section 5.2.5 shall constitute the sole right and remedy of the Architect, and the Architect waives any claims for consequential, incidental or special damages; or loss profits on account of such termination. Upon termination of this Agreement, the Architect shall deliver all data, Drawings, Specifications, reports, estimates, summaries and other information or materials obtained or prepared in the performance of the Services, whether completed or in progress. 5.3 Assignment. This Agreement is not assignable by either party without the prior written consent of the other party. Neither the Architect nor any of the Consultants set forth in this Agreement shall enter into an agreement with any other person, firm or other entity for the performance of the Services, or any part thereof (except as specifically recognized and permitted herein), without the prior written consent of Miami Dade College, and notwithstanding such written consent, the Architect shall not be released from its duties and obligations hereunder. 5.4 Governing Law. This Agreement shall be governed in all respects by, and construed in accordance with, the laws of the State of Florida without regard to principles of conflicts of laws. 5.5 Notice. Any notice required under this Agreement shall be deemed given when delivered in person, when sent by first class, registered or certified mail, postage prepaid, or when sent by telex, telegraphs or other electronic means, addressed as follows:

To Miami Dade College:

Miami Dade College

Miami Dade College



District Facilities Management

Attn: Neyda Otero,

Interim Vice Provost for Facilities Management

Building #L/Parking Garage, Room L-105

11011 S.W. 104th Street

Miami, Florida 33176

Fax: _________________________

E-mail: _________________________

To the Architect:

Firm: __________________________

Attn.: _________________________

Title: _________________________

Address: _________________________

_________________________

Fax: _________________________

E-mail: _________________________

To the Landlord:

U.S. General Services Administration

Elizabeth Andrews, Landlord's Contracting Officer

Martin Luther King, Jr., Federal Building Portfolio Management Division (4PT)

77 Forsyth Street S.W., Suite ________

Atlanta, GA 30303

Fax: _________________________

E-mail: _________________________

Either party may change the address to which notices should be sent by written notice to the other party. 5.6 Modifications. No amendments or modification of this Agreement shall be effected unless made in writing and signed by both Miami Dade College and the Architect. 5.7 Integration. This Agreement and the exhibits hereto, together with the Construction Documents for an MDC Project to the extent applicable, constitute the entire agreement between the parties hereto and supersede all prior agreements, understandings and commitments. 5.8 Performance by Architect and Personal Services. Miami Dade College and the Architect acknowledge that this is an agreement for the Personal Services of the Architect and the Architect's Principals. If for any reason the Architect or the Architect's Principals are unable to perform the Services under this Agreement, Miami Dade College shall have the right to name or approve another Architect to complete the performance of this Agreement. The parties further acknowledge and agree that Miami Dade College has entered into this Agreement in reliance upon the knowledge, experience and expertise of the

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Architect, the Architect's Principals and the Architect's personnel in projects of the type set forth herein. The duties and obligations of the Architect are, therefore, non-delegable fiduciary duties and obligations, which are not assignable or assumable without the express written consent of Miami Dade College. Each of the parties further agrees that this is an agreement under which Applicable Law excuses Miami Dade College from accepting, and Miami Dade College shall not be required to accept, performance from any person, including, without limitation, the Architect should it become a debtor-in-possession under 11 U.S.C. Section 101 et seq. (the "Bankruptcy Code"), or any trustee of the Architect appointed under the Bankruptcy Code or any assignee of such trustee or of the Architect. 5.9 Litigation. The parties agree that all disputes shall be resolved in the courts of the State of Florida and not by arbitration. Any litigation arising out of this Agreement shall be brought in the Eleventh Judicial Circuit for Miami-Dade County, Florida. Miami Dade College reserves the right to waive a trial by jury. 5.10 Authority of Architect and Authority of Miami Dade College. The Architect shall have authority to act on behalf of Miami Dade College only to the extent expressly provided in this Agreement. 5.11 Compliance with the Act. This Agreement is intended to comply with the applicable provisions of the Consultant's Competitive Negotiation Act, Section 287.055, Florida Statutes. 5.12 Third Party Rights. The provisions of this Agreement are for the exclusive benefit of the parties hereto and no other person shall have any right or claim against the parties hereto by reason of the provisions hereof or be entitled to enforce any of the provisions hereof. 5.13 Promotional Materials. The Architect shall obtain the prior written approval of Miami Dade College to the inclusion of the design of an MDC Project in any promotional materials, advertisements, information release or other brochures. 5.14 Equal Opportunity. The Architect hereby represents and warrants to Miami Dade College that the Architect is in compliance with Title VII of the Civil Rights Act of 1964, as amended, and the Florida Human Rights Act of 1977, as amended, and that the Architect does not discriminate on the grounds of race, color, national origin, religion, sex, handicap, age or marital status. The Architect shall maintain policies of employment as follows: 5.14.1 The Architect shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin or age. The Architect shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, religion, color, sex, national origin or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment, or recruitment advertising, layoff or termination, rate of pay or other forms of compensation, and selection for training, including apprenticeship. The Architect agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the policies of nondiscrimination. 5.14.2 The Architect shall, in all solicitations and advertisements for employees placed by it or on its behalf during the period of this Agreement, state that all qualified applicants will receive consideration for employment without regard to race, religion, color, sex, national origin or age. 5.15 Time of the Essence. Time is of the essence in the performance of this Agreement by the Architect. 5.16 Waivers. Except as otherwise provided herein, no waiver of any of the provisions of this Agreement shall be valid or effective unless in writing and signed by the parties hereto; and no waiver of any breach or condition of the Agreement shall be deemed to be a continuing waiver or a waiver of any other breach or condition. 5.17 Attorney’s Fees. In the event of any litigation between the parties arising out of this contract, or to enforce the terms hereof, the parties agree that reasonable attorney’s fees and costs shall

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be awarded to the prevailing party. 5.18 Independent Contractor. It is acknowledged and agreed that the Architect’s engagement for the performance of the Services hereunder is as an independent contractor, that the Architect shall retain sole discretion as to the manner, method and means in which it shall perform its obligations hereunder, and that Miami Dade College shall have no right to control such manner, methods or means. 5.19 General Covenant and Specific Covenants The applicable terms of the General Covenants Section 32.25.1 and Specific Covenants Section 32.25.2 of the Lease Agreement shall apply to this contract. 5.19 Minimum Wage (Davis Bacon Act) Provisions. The applicable terms of the Minimum Wage Section 32.26 of the Lease Agreement shall apply to this contract. 5.20 Confidentiality of Design Professional. Design Professional agrees not to disclose any Confidential Information, including plans, reports, appraisals, inspections, surveys, documents, or other materials or communications, or the contents thereof, pertaining to the Premises to any Person; provided, however, Design Professional shall not be precluded from making such disclosure (i) in circumstances in which MDC & Landlord consents, which consent may be withheld in MDC & Landlord 's sole discretion, (ii) to Design Professional 's counsel, accountants and other professional advisers and members of Miami Dade College's Board of Trustees, who are not employees of Miami Dade College, provided that such counsel, accountants, advisers, and Trustees are instructed, in writing, not to disclose the Confidential Information, (iii) to Design Professional 's employees .and other State of Florida officials who need to know such Confidential Information in performance of their duties on behalf of the School or the State of Florida; and (iv) as required by law (provided that any disclosure will be the minimum disclosure required by law, and all Confidential Information will be redacted to the maximum extent permitted by law). Design Professional (A/E) and all staff working on the project must sign the U.S. General Services Administration “Release and Non-Disclosure Agreement” for security separation wall and for any documents which depict the access/areas to remain under the control of LANDLORD.

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IN WITNESS WHEREOF, the parties have affixed their signatures, effective on the date first written above.

THEDISTRICTBOARDOFTRUSTEESOFMIAMIDADECOLLEGE Attest: Approved By: By: _________________________________ By: ______________________________________ Name: Joycelynne Burden Print: Neyda Otero, AIA, LEED AP, BD+C Contracts Administrator Title: Interim Vice Provost, Facilities Management

Miami Dade College 11011 SW 104 Street

Kendall Campus Parking Garage/Building L105

Miami, Florida 33176 Recommended by: By: _______________________________________ Print: Roy D. Martinez, RA, LEED AP,

Threshold Inspector Title: Associate Vice Provost Facilities Management

Miami Dade College Kendall Campus Parking Garage/ Building L109 11011 SW 104 Street

Miami, Florida 33176 Reviewed by: By; ______________________________________ Print: ____________________________________ Project Manager, Facilities Management Miami Dade College Kendall Campus Parking Garage/Building L- 11011 SW 104th Street Miami, FL 33176 Attest: By: _______________________________________

_______________________ _________________________ Title: _______________________ _________________________ _______________________

_______________________ _______________________ _______________________

_______________________

(CORPORATE SEAL)

AGREEMENT BETWEEN MIAMI DADE COLLEGE AND ARCHITECT … · contract to perform professional...

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