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2015-59 Master Planning Services ContractRESOLUTION 2015 -59 - A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF j NORTH PALM BEACH, FLORIDA, APPROVING A CONTRACT FOR MASTER PLANNING SERVICES WITH PEACOCK + LEWIS ARCHITECTS AND PLANNERS, LLC AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE THE CONTRACT ON BEHALF OF THE VILLAGE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, in accordance with Section 287.055, Florida Statutes ( "Consultants' Competitive Negotiation Act ") the Village issued a Request for Qualifications for Clubhouse Architectural Design Services; and WHEREAS, Village Administration established an Selection Committee to consider the qualification statements; and WHEREAS, the Selection Committee evaluated the qualification statements at a public meeting, considered presentations from the highest ranked firms and selected the team led by Peacock + Lewis Architects and Planners, LLC ( "Peacock + Lewis ") as the top ranked proposal; and WHEREAS, Village Administration commenced the competitive negotiation process as required by Consultants' Competitive Negotiation Act and is recommending approval of a Contract with Peacock + Lewis for Master Planning Services; and WHEREAS, the Village Council determines that approval of the Contract with Peacock + Lewis is in the best interests of the residents and citizens of the Village of North Palm Beach. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA as follows: Section 1. The foregoing recitals are ratified as true and are incorporated herein. Section 2. The Village Council hereby approves a Contract for Master Planning Services with Peacock + Lewis Architects and Planners, LLC, a copy of which is attached hereto and incorporated herein by reference, and authorizes and directs the Mayor and Village Clerk to execute the Contract on behalf of the Village. The amount of the Contract shall not exceed $264,000, with funds expended from Account No. L8056 -33190 (Country Club Administration — Professional Services). Section 3. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 24TH DAY OF (Village Seal) ATTEST: &>we VILLAGE CLERK CONTRACT This Contract is made as of the o7 day of September, 2015, by and between the VILLAGE OF NORTH PALM BEACH, a municipal corporation organized and existing under the laws of the State of Florida, hereinafter referred to as the VILLAGE, and PEACOCK + LEWIS ARCHITECTS AND PLANNERS, LLC, a Florida limited liability company, hereinafter referred to as the CONTRACTOR. In consideration of the promises and mutual covenants herein contained, it is hereby agreed that the CONTRACTOR shall provide to the VILLAGE all goods and services necessary for Architectural Design Services for the North Palm Beach Country Club pursuant to the terms and conditions of this Contract. SECTION 1: GOODS AND SERVICES OF THE CONTRACTOR. A. CONTRACTOR shall provide all goods and services required under the VILLAGE's Request for Proposals for Clubhouse Architectural Design Services, broken down into: (1) Master Planning Services; and (2) Final Schematic Design trough Construction Administration Services. CONTRACTOR shall perform such services to that degree of care and skill ordinarily exercised, under similar circumstances, by reputable members of its profession practicing in the same or similar locality at the time the services are provided. B. CONTRACTOR shall provide Master Planning Services as detailed in the Proposal from CONTRACTOR dated August 20, 2015, which is attached hereto as Exhibit "A" and incorporated herein by reference. C. CONTRACTOR shall provide Final Schematic Design through Construction Administration Services as set forth in Section 31 below. D. Master Planning Services shall be commenced subsequent to the execution and approval of this Contract and upon written notice from the VILLAGE to proceed. SECTION 2: TERM OF CONTRACT. A. This Contract shall be for an initial term of six (6) months from the date first written above unless extended by mutual written agreement of the parties or earlier terminated in accordance with the terms and conditions stated herein. B. CONTRACTOR shall not be entitled to an increase in the agreed to compensation in this Contract or payment or compensation of any kind from the VILLAGE for direct, indirect, consequential, impact or other costs, expenses or damages. CONTRACTOR shall not be entitled to compensation for Additional Services as outlined in the Proposal unless CONTRACTOR receives specific prior written authorization in writing from the VILLAGE. SECTION 3: VILLAGE'S REPRESENTATIVE. Unless otherwise specified by the VILLAGE, the VILLAGE's representative shall be the Village Manager. The Village Manager or his designee shall have the right at all reasonable times Page 1 during the term of this Contract to inspect or otherwise evaluate the work being performed thereunder and the premises in which it is being performed. SECTION 4: COMPENSATION AND METHOD OF PAYMENT. A. The VILLAGE agrees to compensate CONTRACTOR for Master Planning Services in accordance with CONTRACTOR's proposal attached as Exhibit "A." The basic compensation for such services shall not exceed Two Hundred and Thirty Two Thousand Dollars and No Cents ($232,000.00). The VILLAGE further authorizes the preparation of a three- dimensional animated virtual reality video of the Clubhouse building on the Council approved site for an additional Thirty Two Thousand Dollars ($32,000.00). B. In order for both parties herein to close their books and records, CONTRACTOR will clearly state "final invoice" on CONTRACTOR's final /last billing to the VILLAGE for Master Planning Services. This certifies that all goods and services have been properly performed and all charges have been invoiced to the VILLAGE. Since this account will thereupon be closed, any and other further charges if not properly included in this final invoice are waived by the CONTRACTOR. The VILLAGE will not be liable for any invoice from CONTRACTOR submitted thirty (30) days after the provision of all goods and services. SECTION 5: INDEMNIFICATION. A. CONTRACTOR shall indemnify and save harmless and defend the VILLAGE, its agents, servants, and employees from and against any and all claims, liability, losses, and /or cause of action which may arise from any negligent act or omission of CONTRACTOR, its agents, servants, subcontractors or employees in the performance of services under this Contract. B. CONTRACTOR further agrees to indemnify, save harmless and defend the VILLAGE, its agents, servants and employees from and against any claim, demand or cause of action of whatsoever kind or nature arising out of any conduct or misconduct of CONTRACTOR its agents, servants, subcontractors or employees not included in the paragraph above and for which the VILLAGE, its agents, servants or employees are alleged to be liable. C. Nothing contained in this Contract shall create a contractual relationship with or a cause of action in favor of a third party against either the VILLAGE or CONTRACTOR, nor shall this Contract be construed a waiver of sovereign immunity beyond the waiver provided in § 768.28, Florida Statutes. SECTION 6: PERSONNEL. A. CONTRACTOR represents that it has, or will secure at its own expense, all necessary personnel, which includes the retention of subcontractors, required to perform the services under this Contract. Page 2 B. All of the services required hereunder shall be performed by CONTRACTOR or under its supervision, and all personnel engaged in performing the services shall be fully qualified and, if required, authorized or permitted under state and local law to perform such services. C. All personnel employed or engaged by CONTRACTOR or any subcontractor retained by CONTRACTOR shall, while in VILLAGE premises, comply with all VILLAGE requirements governing conduct, safety, and security. SECTION 7: TERMINATION. A. This Contract may be terminated by CONTRACTOR upon thirty (30) days prior written notice to the VILLAGE's representative in the event of substantial failure by the VILLAGE to perform in accordance with the terms of this Contract through no fault of CONTRACTOR. B. This Contract may be terminated, in whole or in part, by the VILLAGE without cause upon thirty (30) days' written notice to CONTRACTOR. The VILLAGE may also terminate this Contract with written notice of cause to CONTRACTOR, in the event CONTRACTOR fails to cure such cause within ten (10) days of the receipt of the VILLAGE's notice. C. Unless CONTRACTOR is in breach of this Contract, CONTRACTOR shall be paid for services rendered to the VILLAGE's satisfaction through the date of termination. After receipt of a Termination Notice and except as otherwise directed by the VILLAGE, the CONTRACTOR shall: (1) Stop work on the date and to the extent specified; (2) Terminate and settle all orders and subcontracts relating to the performance of the terminated work; (3) Transfer all work in progress, completed work, and other materials related to the terminated work to the VILLAGE; and (4) Continue and complete all parts of the work that have not been terminated. SECTION 8: FEDERAL AND STATE TAX. The VILLAGE is exempt from payment of Florida State Sales and Use Tax. Unless purchased directly by the VILLAGE, CONTRACTOR shall not be exempted from paying sales tax to its suppliers for materials used to fill contractual obligations with the VILLAGE, nor is CONTRACTOR authorized to use the VILLAGE's Tax Exemption Number in securing such materials. SECTION 9: INSURANCE. A. Prior to commencing any work, the CONTRACTOR shall provide certificates evidencing insurance coverage as required hereunder. All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida. The Certificates shall clearly indicate that CONTRACTOR and all subcontractors have obtained insurance of the type, amount, and classification as required for strict compliance with this Section and that no material Page 3 change or cancellation of the insurance shall be effective without thirty (30) days' prior written notice to the VILLAGE's representative. Failure to comply with the foregoing requirements shall not relieve CONTRACTOR of its liability and obligations under this Contract. B. CONTRACTOR and all subcontractors shall maintain, during the life of this Contract, commercial general liability, including contractual liability insurance in the amount of $500,000 per occurrence or $1,000,000 in aggregate to protect CONTRACTOR and all subcontractors from claims for damages for bodily and personal injury, including wrongful death, as well as from claims of property damages which may arise from any operations under this Contract, whether such operations be by CONTRACTOR or any subcontractor or by anyone directly employed by or contracting with CONTRACTOR or any subcontractor. C. CONTRACTOR and all subcontractors shall maintain, during the life of this Contract, comprehensive automobile liability insurance in the minimum amount of $500,000 combined single limit for bodily injury and property damages liability to protect CONTRACTOR and all subcontractors from claims for damages for bodily and personal injury, including death, as well as from claims for property damage, which may arise from the ownership, use, or maintenance of owned and non -owned automobiles, including rented automobiles whether such operations be by CONTRACTOR or any subcontractor or by anyone directly or indirectly employed by CONTRACTOR or any subcontractor. D. The parties to this Contract and all subcontractors retained by CONTRACTOR shall carry Workers' Compensation Insurance and Employer's Liability Insurance for all employees as required by Florida Statutes. In the event that a party does not carry Workers' Compensation Insurance and chooses not to obtain same, then such party shall in accordance with Section 440.05, Florida Statutes, apply for and obtain an exemption authorized by the Department of Insurance and shall provide a copy of such exemption to the VILLAGE. E. All insurance, other than Worker's Compensation, to be maintained by CONTRACTOR and any subcontractors shall specifically include the VILLAGE as an Additional Insured. SECTION 10: SUCCESSORS AND ASSIGNS. The VILLAGE and CONTRACTOR each binds itself and its partners, successors, executors, administrators, and assigns to the other party of this Contract and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of this Contract. Except as above, neither the VILLAGE nor CONTRACTOR shall assign, sublet, convey or transfer its interest in this Contract without the written consent of the other. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the VILLAGE which may be a party hereto, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the VILLAGE and CONTRACTOR. SECTION 11: DISPUTE RESOLUTION, LAW, VENUE AND REMEDIES. This Contract shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Contract will be held in Palm Beach County. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every Page 4 such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. SECTION 12: INDEPENDENT CONTRACTOR RELATIONSHIP. The CONTRACTOR is, and shall be, in the performance of all services under this Contract, an Independent CONTRACTOR, and not an employee, agent, or servant of the VILLAGE. All persons engaged in any of the services performed pursuant to this Contract, including all subcontractors, shall at all times, and in all places, be subject to the CONTRACTOR'S sole direction, supervision, and control. The CONTRACTOR shall exercise control over the means and manner in which it and its employees and subcontractors perform the services. SECTION 13: ACCESS AND AUDITS. CONTRACTOR shall maintain adequate records to justify all charges, expenses, and costs incurred in estimating and performing the services for at least three (3) years after completion of this Contract. The VILLAGE shall have access to such books, records, and documents as required in this section for the purpose of inspection or audit during normal business hours, at CONTRACTOR's place of business. In no circumstances will CONTRACTOR be required to disclose any confidential or proprietary information regarding its products and service costs. SECTION 14: NONDISCRIMINATIO CONTRACTOR warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, disability, sex, age, national origin, ancestry, marital status, or sexual orientation. SECTION 15: ENFORCEMENT COSTS. If any legal action or other proceeding is brought for the enforcement of this Contract, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Contract, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees, court costs and all expenses (including taxes) even if not taxable as court awarded costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. SECTION 16: SEVERABILITY. If any term or provision of this Contract, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, to remainder of this Contract, or the application of such terms or provision, to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term Page 5 and provision of this Contract shall be deemed valid and enforceable to the extent permitted by law. SECTION 17: MODIFICATIONS OF WORK. A. The VILLAGE reserves the right to make changes in the work, including alterations, reductions therein or additions thereto. Upon receipt by CONTRACTOR of the VILLAGE's notification of a contemplated change, CONTRACTOR shall, in writing: (1) provide a detailed estimate for the increase or decrease in cost due to the contemplated change, (2) notify the VILLAGE of any estimated change in the completion date, and (3) advise the VILLAGE if the contemplated change shall effect CONTRACTOR's ability to meet the completion dates or schedules of this Contract. B. If the VILLAGE so instructs in writing, CONTRACTOR shall suspend work on that portion of the work affected by the contemplated change, pending the VILLAGE's decision to proceed with the change. C. If the VILLAGE elects to make the change, the VILLAGE shall initiate a Contract Amendment and CONTRACTOR shall not commence work on any such change until such written amendment is signed by CONTRACTOR and approved and executed by the Village of North Palm Beach. SECTION 18: PUBLIC ENTITY CRIMES. CONTRACTOR acknowledges and agrees that a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, sub- contractor, or CONTRACTOR under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statues, for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list. The CONTRACTOR will advise the VILLAGE immediately if it becomes aware of any violation of this statute. SECTION 19: PROTECTION OF WORK AND PROPERTY. A. CONTRACTOR shall continuously maintain adequate protection of all work from damage, and shall protect the VILLAGE's property from injury or loss arising in connection with the Contract. Except for any such damage, injury, or loss, except that which may be directly due to errors caused by the VILLAGE or employees of the VILLAGE, CONTRACTOR shall provide any necessary materials to maintain such protection. Page 6 B. CONTRACTOR will also take every necessary precaution to ensure the safety of the VILLAGE, public and other guests and invitees thereof at or near the areas where work is being accomplished during and throughout the completion of all work. SECTION 20: WARRANTY /GUARANTY. CONTRACTOR warrants that its goods and services under this Contract will be free of defects in materials and workmanship for a period of one year following the provision of said goods and services. SECTION 21: COMPLIANCE WITH LAWS. CONTRACTOR shall, in performing the services contemplated by this Contract, faithfully observe and comply with all federal, state and local laws, ordinances and regulations that are applicable to the services to be rendered under this Contract. SECTION 22: NOTICE. All notices required in this Contract shall be sent by certified mail, return receipt requested, and if sent to the VILLAGE shall be mailed to: Village of North Palm Beach James P. Kelly, Village Manager 501 U.S. Highway One North Palm Beach, FL 33408 and if sent to the CONTRACTOR shall be mailed to: Peacock + Lewis Architects and Planners, LLC Brian D. Idle, President 1295 U.S. Highway One North Palm Beach, FL 33408 SECTION 23: ENTIRETY OF CONTRACTUAL AGREEMENT. The VILLAGE and CONTRACTOR agree that this Contract sets forth the entire agreement between the parties, and that there are no promises or understandings other than those stated herein. None of the provisions, terms and conditions contained in this Contract may be added to, modified, superseded or otherwise altered, except by written instrument executed by the parties hereto. In the event of a conflict between this Contract and CONTRACTOR's Proposal, this Contract shall take precedence. All such documents shall be read in a manner so as to avoid a conflict whenever possible. Page 7 SECTION 24: WAIVER. Failure of a party to enforce or exercise any of its right(s) under this Contract shall not be deemed a waiver of that parties' right to enforce or exercise said right(s) at any time thereafter. SECTION 25: PREPARATION. This Contract shall not be construed more strongly against either party regardless of who was more responsible for its preparation. SECTION 26: SURVIVABILITY. Any provision of this Contract which is of a continuing nature or imposes an obligation which extends beyond the term of this Contract shall survive its expiration or earlier termination. SECTION 27: WAIVER OF SUBROGATION. CONTRACTOR hereby waives any and all rights to Subrogation against the VILLAGE, its officers, employees and agents for each required policy. When required by the insurer, or should a policy condition not permit an insured to enter into a pre -loss agreement to waive subrogation without an endorsement, then CONTRACTOR shall agree to notify the insurer and request the policy be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of Subrogation requirement shall not apply to any policy, which a condition to the policy specifically prohibits such an endorsement, or voids coverage should CONTRACTOR enter into such an agreement on a pre -loss basis. SECTION 28: INSPECTOR GENERAL. CONTRACTOR is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this Agreement, and in furtherance thereof, may demand and obtain records and testimony from CONTRACTOR. CONTRACTOR understands and agrees that in addition to all other remedies and consequences provided by law, the failure of CONTRACTOR to fully cooperate with the Inspector General when requested may be deemed by the VILLAGE to be a material breach of this Agreement justifying its termination. SECTION 29: PUBLIC RECORDS. In performing services pursuant to this Contract, CONTRACTOR shall comply with all relevant provisions of Chapter 119, Florida Statutes. As required by Section 119.070 1, Florida Statutes, CONTRACTOR shall: A. Keep and maintain public records that ordinarily and necessarily would be required by the VILLAGE in order to perform the service. Page 8 B. Provide the public with access to public records on the same terms and conditions that the VILLAGE would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. D. Meet all requirements for retaining public records and transfer, at no cost, to the VILLAGE all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the VILLAGE in a format that is compatible with the information technology systems of the VILLAGE. SECTION 30. PROHIBITION AGAINST CONTINGENT FEES. CONTRACTOR warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for CONTRACTOR, to solicit or secure this Contract and that CONTRACTOR has not paid, or agreed to pay, any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONTRACTOR, any fee, commission, percentage, gift, or other consideration contingent upon, or resulting from, aware or making of the Contract. For the breach or violation of this provision, the VILLAGE shall have the right to terminate this Contract and its sole discretion, without liability, and to deduct from the Contract price, or otherwise recover, the full amount of such fee, commission, percentage, fit or consideration. SECTION 31. FINAL SCHEMATIC DESIGN AND CONSTRUCTION ADMINISTRATION Once the Master Planning Services have been completed and accepted by the VILLAGE, the VILLAGE and CONTRACTOR shall enter into a separate Agreement for Final Schematic Design through Construction Administration Services in substantially the form set forth in Exhibit `B" attached hereto and incorporated herein by reference. Depending on the final design, amenities and location selected by the VILLAGE for the Country Club facilities, the total compensation to be paid by the VILLAGE to CONTRACTOR shall range from $712,000.00 to $1,100,000.00, as detailed in a Proposal from CONTRACTOR dated August 17, 2015. [Remainder of page intentionally blank — signatures on next page] Page 9 IN WITNESS WHEREOF, th LAGE and TRACTOR hereto have made and executed this Contract as of the day a year first above itten. CONTRACTOR: PEACOCK + LE W ARCHI CTS AND PLAN ERS, LLC By: Print Name: Position: E OF NORTH PALM BEACH ATTEST: BY: MELI SA TEAL, VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY: BY: ',_ ,6 VILLAGE ATTORNEY Page 10 PEACOCK + LEWIS Architects and Planners, LLC Lic. # AAC 000020 1295 US Highway One North Palm Beach, FL 33408 T: 561.626.9704 F: 561.626.9719 1610 Trade Center Way Suite #5 Naples, Fl, 34109 T: 239.631.2332 F: 239.300.6402. Architecture Pianiling Interior Design Programming Graphic Design Project Delivery Member AIA www.peacockandlewis.com August 20, 2015 via: Hand Delivery Mr. fames P. Kelly, Village Manager Village of North Palm Beach 501 U.S. Highway One North Palm Beach, FL 33408 -4906 RE: Village of North Palm Beach Master Plan for Clubhouse Architectural Design Services Peacock +Lewis Project No. P15- 057(B) Dear Mr. Kelly, Thard, you for giving us the opportunity to submit this revised Proposal to work with you, the staff and leadership on a master plan for the club facilities at the Village of North Palm Beach Country Club. Based on the RFQ issued for this project, we will conduct investigative research and due diligence; provide design, budgets and presentation materials for two solutions (Option A - Current Clubhouse Site and Option B - Intracoastal Site) which will be presented for Village Council collaboration and selection. It is assumed that the work effort outlined in this proposal will be completed by January 2016. I. FACILITIES INCLUDED IN THE MASTER PLAN: A. New Clubhouse 1. Main Level 2. Upper Level (Banquet Facilities) 3. Basement Level (Golf Cart, Bag Storage /Storage) B. Pool Building (Different size and function for both options) 1. Swim Shop 2. Swim Locker Rooms 3. Fitness Center 4. Turnstand (OptionB only) C. Aquatics 1. Splash Park 2. Pool deck remodeling For the purposes of this Proposal: The Village of North Pahn Beach is the "Client." Peacock + Lewis Architects and Planners, LLC (P +L) and its consultants is the Architect. P +L Consultants included in the Master Plan process include: Norton Consulting /PCA EDSA Simmons & White Isiminger & Stubbs Aqua Dynamics The Spinnaker Group Visionary Spectacle Studios P15- 057(B) Village NPB Master Plan 082015 Page 2 - August 20, 2015 Village of North Palm Beach Master Plan for Clubhouse Design Services Peacock + Lewis Project No. P15- 057(B) II. SCOPE OF WORK - BASIC SERVICES: A. Project Kickoff Meeting (Step 1) (September 2015): 1. P +L will attend a project kickoff meeting at the Country, Club site to initiate the master plan process and to establish a calendar for subsequent work sessions, presentations and deliverables. B. Information Gathering/Market Studies and Solutions (Step 2) (September - November 2015): Following the activities in Paragraph IIA, P +L will work with the leadership and staff at the Village of North Palm Beach (Client) in work sessions in order to finalize a defined program and arrangement of spaces to be provided in the new facilities. Using previously obtained information gathered in surveys, town hall meetings, citizen surveys and reports, previously provided documents and studies already created, and new criteria and input from the Client, P +L will: 1. Establish the criteria and conduct market studies for: a. Splash Park and Pool Facilities b. Food & Beverage /Dining Facilities c. Banquet Facilities d. Golf Membership e. Golf Pro Shop The market studies will provide market supported sizing estimates and optimum locations for the proposed facilities and to determine the market and economic advantages and disadvantages for the alternative design options. The information gathering stage for the market studies will include but may not be limited to the following: • Review regional and national data on usage (from industry organizations like CMAA, NGCOA, PGA and NGF, etc.) • Gather and analyze relevant economic, population, demographic and tourism /visitor data regarding the NPBCC market area to analyze family recreation, pool, food and beverage, pro -shop and golf demand • Obtain US1 traffic counts and projections • As part of the workshop process, conduct interviews with NPBCC management and staff to obtain operating history of pool, food and beverage, pro -shop, tennis and golf course • Conduct a survey of current NPBCC pool; users, food and beverage users, and golf members -Learn NPBCC culture - Measure users' assessment of current facilities, products and services - Obtain and prioritize a "wish list" for desired improvements P15- 057(B) Village NPB Master Plan 0820715 Page 3 - August 20, 2015 Village of North Palm Beach Master Plan for Clubhouse Design Services Peacock + Lewis Project No. P15- 057(B) • Perform primary research which includes interviews with key demand generators: - Current Members - Corporate - Government, Charity, Community - SMERF (Social (Weddings), Military, Education, Religion, Family) - Hotel, Fractional, and Timeshare Operators • Determine banquet demand generators; interview wedding suppliers (photographers, florists, etc.) • Inspect and evaluate competition in the market, represented by hotels, other clubs and other venues identified by the demand generators • Profile competitive or benchmark facilities relative to the splash park, pool, food & beverage dining, banquet facility, pro -shop, and membership; specifically interested in: - Usage, fees, and performance - User Profiles The market and economic analysis specific to each anticipated land use is addressed below: • Splash Park and Pool Study - Assessment of current usage and performance - Demand /Supply (Competitive) Analysis - Concept Definition - Usage Analysis - Cash Flow Potential - Warranted Investment Analysis • Food & Beverage Dining, Banquet Facility & Golf Pro -shop - Assessment of current facilities and performance - Demand /Supply (Competitive) Analysis Sizing (Square Feet) - Cash Flow Potential - Warranted Investment Analysis • Golf Usage Analysis - Assessment of current daily -fee and membership rounds and fees - Competitive Market Analysis - Area Population, Demographic and Tourism/ Visitor Analysis - Review of current golf marketing efforts - Usage Projections *Daily fee guest (residents and visitor) usage * Membership usage * Fees (Daily and Membership) * Gross Revenue Potential A final report will be created describing findings, conclusions and recommendations in detail. Copies of the report will be prepared and delivered to the Village for review. The report will include the report in its entirety along with exhibits and footnotes. P15- 057(B) Village NPB Master Plan 0820715 Page 4 - August 20, 2015 Village of North Palm Beach Master Plan for Clubhouse Design Services Peacock + Lewis Project No. P15- 057(B) 2. Concurrent with the market studies and in conjunction with the other consultants, P +L will: • Inventory existing Club facility assets using P +L developed questionnaire. • Work from the Club's updated survey information, create computer- generated base plans of the existing site, pool and site structures, which are to remain. • Interview the Members and the Staff to determine the existing facilities' strengths, weaknesses and member's goals and objectives for the new Club facilities. • In conjunction with the Client, consult with local building and zoning officials on issues which will affect the design and cost of new and /or remodeled facilities such as, setbacks, easements, code revisions, etc. • Review preliminary Site Plan with regard to on -site circulation, access management, drainage, water and sewer service, and other engineering issues. • If an additional driveway connection to US1 is proposed, prepare and submit a request to the Florida Department of Transportation for conceptual approval of a driveway connection to the State roadway. • If requested, coordinate with project Surveyor to obtain topographic survey of affected area. Prepare preliminary water management calculations based on Site Plan. Coordinate with project team regarding results and the options for storm water management. • Meet with representatives of Seacoast Utility Authority to discuss water and sewer availability and service alternatives. • Prepare a Conceptual Paving, Drainage, Water and Sewer Plans. • Prepare Preliminary Cost Estimate of site development costs (i.e., earthwork, grading, paving, drainage, water and sewer). • Review existing aerials, plans, surveys, permits, and other materials as may be obtained for the reference project, and accomplish any necessary on -site reconnaissance, including soundings and seagrass observation. • Assist with feasibility analysis of mooring and /or over -water deck facilities and of shore protection at the project site. • Assist with preparation of concept plans for potential mooring and /or over -water deck facilities and for shore protection at the project site. • Create, refine and finalize initial Master Plan Concepts for discussion, budgeting further investigation. • Prepare a final conceptual site plan (illustrative) and supporting drawings (sections, hand sketches, or plan enlargements) to help facilitate the presentation of the final solutions for review by the Village Council. P15- 057(B) Village NPB Master Plan 0820715 Page 5 - August 20, 2015 Village of North Palm Beach Master Plan for Clubhouse Design Services Peacock + Lewis Project No. P15- 057(B) C. Schedule and Budget Verifications (Step 3) (November 2015): 1. Utilizing the Client approved solutions and research gathered in Paragraph I13 above, P +L will create Project Schedules, Phasing Plans, Logistic Plans and Budgets for the individual components in each solution. D. Council Presentation Package/ Council Workshops (Step 4) (November - December 2015): 1. P+L will produce presentation materials and present them for Council collaboration to determine on which site to build the new Clubhouse, the appropriate size and commensurate budget for the new Clubhouse along with the other amenities to be included in the project. Presentation materials being produced in this contract include: a. Market Study Results /with incremental revenue charts b. Site plans of selected solution(s) c. Floor Plans of selected solution (s) d. Preliminary Budgets e. Phased Schedule for Implementation f. Logistic Plans g. Temporary Facilities Requirements h. Cash Flow Analysis i. Project Financing Options 2. Also recommended but not included in the basic services fee include renderings and 3D animated fly through (virtual reality video). Refer to Paragraph V. Additional Services. 3. Two (2) Council Workshops are included in the base contract. E. Resident and Member Presentation Phase (Step 5) (January 2016): P +L will present the Council approved Master Plan to Village residents in Presentation Meetings (four (4) small group meetings per day). For the purposes of this proposal we have included four (4) days of meetings or a total of sixteen (16) meetings. Additional days and presentations will be made available to the Client and will be billed as additional services. Refer to Paragraph V. Additional Services, 2. Following the completion of the Village residents' presentations, P +L will discuss the information and feedback gathered with you and the Council to determine the adjustments, if any, which should be made to the Master Plan. 3. P +L will make the necessary modifications to the graphics and printed materials created for the member presentations for publishing in a Master Plan informational booklet or for other promotional materials to be displayed. Refer to Paragraph V. Additional Services. P15 -057(B) Village NPB Master Plan 0820715 Page 6 - August 20, 2015 Village of North Palm Beach Master Plan for Clubhouse Design Services Peacock + Lewis Project No. P15- 057(B) III. BASIS OF COMPENSATION: The Client, Village of North Palm Beach, will compensate Peacock + Lewis (P +L) for the services outlined in the Scope of Work as follows: A. Initial Payment: No initial payment will be required upon execution of this Agreement. B. Basic Compensation: Step 1 Services to be billed with Phase IB, Step 2 Services to be billed NTE (not -to- exceed) One Hundred Sixty -Nine Thousand Dollars ($169,000.00). Once the Client approves the Concepts, it will authorize P +L to complete Step 2 services. Step 3 Services to be billed NTE (not-to-exceed) Fifteen Thousand Dollars ($15,000.00). Step 4 Services to be billed NTE (not-to-exceed) Thirty -Two Thousand Dollars ($32,000.00). Once the Client approves the Master Plan it will authorize P +L to complete Phase IV Services, Step 5 Services to be billed NTE (not-to-exceed) Sixteen Thousand Dollars ($16,000.00). The total base contract amount for the basic services outlined in paragraphs lI A -E will not exceed Two Hundred Thirty -Two Thousand Dollars ($232,000.00). C. Method of Payment: 1. Invoicing will be monthly, based upon the hours of services provided plus reimbursable expenses. Payment is due when invoice is provided; delinquent after 30 days. 2. There is no finance charge upon amounts due which are paid within thirty (30) days. A periodic rate of 1.5% per month (an annual percentage rate of eighteen percent (18 %) simple interest per annum on the unpaid balance) will be charged to the Client's account each month and added to the balance which remains unpaid after thirty (30) days. IV. REIMBURSABLE EXPENSES: A. Additional costs and expenses (i.e., large copy items, color prints and plots, express deliveries) will be billed at a multiplier of 1.0 times the amounts expended by the Architect, the Architect's employees and consultants in the interest of this project. Mileage to be billed at the prevailing governmental rate per mile. The Client must approve the expenditures prior to P +L proceeding with reimbursable items. . P15- 057(B) Village NPB Master Plan 0820715 Page 7 - August 20, 2015 Village of North Palm Beach Master Plan for Clubhouse Design Services Peacock + Lewis Project No. P15- 057(B) V. ADDITIONAL SERVICES: A. The following are not part of Basic Services and may be needed during the master planning process. If needed, and approved by the Client, these services will be made available under a separate agreement. 1. Providing services beyond those in Basic Services, Paragraph I. 2. Preparation of agency submittals and attendance at hearings /meetings required for governmental approvals. 3. Preparation of 3D animated virtual reality video of the Clubhouse building on the Council approved site outlined in paragraph II.D.2 (Cost of video, $32,000.00). (Note: With the video, five renderings are included.) 4. Preparation of additional renderings outlined in Paragraph II.D.2 (Estimated cost of $2,500.00 per view). 5. Additional days of resident and member presentations will be billed at the rate of Four Thousand Dollars ($4,000.00) per day. B. Basis of Compensation: 1. For Additional Services of the Architect, as authorized by the Client, but excluding Additional Services of Consultants, compensation shall be computed at the hourly rates of: Principal, $250 per hour; Architect /Associate /Interior Designer, $175 - $200 per hour; Project Manager, $125 - $185 per hour; Design Assistant /Senior CAD Drafter, $85 - $120 per hour; Graphic Support or CAD Drafter, $60 - $100 per hour and Clerical, $50 - $75 per hour. 2. For Additional Services of Consultants, as authorized by the Client, compensation shall be computed hourly at a multiple of 1.0 times the amount billed to the Architect for such services. VI. GENERAL: A. Client: Client confirms that neither P +L nor any of P +L's Consultants or subcontractors has offered any fiduciary service to Client and no fiduciary responsibility shall be owed to Client by P +L or any of P +L's subconsultants or subcontractors, as a consequence of P +L's entering into this Agreement with Client. B. Assignment: No assignment, transfer or subletting of any party's rights, interests or obligations shall be allowed without the prior written consent of the other party. C. Termination: The obligation to provide further services under this Agreement may be terminated by either party upon thirty (30) calendar day written notice in the event of substantial failure by the other party to perform in accordance with the terms herein. In the event of any termination, the Architect will be paid for all services rendered to the date of termination, all expenses subject to- P15- 057(B) Village NPB Master Plan 0820715 Page 8 - August 20, 2015 Village of North Palm Beach Master Plan for Clubhouse Design Services Peacock + Lewis Project No. P15- 057(B) reimbursement hereunder, and other reasonable expenses incurred by the Architect as a result of such termination. At the completion of the master planning and presentation phase of the project and upon obtaining final approvals from Village Council of North Palm Beach, P +L will proceed into the implementation phase under the Full Service Architectural and Engineering (A /E) Proposal. The Full Service Fee provides final design, Construction Documents, bidding and negotiation and Construction Administration services. PURSUANT TO §558.0035, FLORIDA STATUTES, AN INDIVIDUAL, EMPLOYEE OR AGENT OF PEACOCK + LEWIS ARCHITECTS AND PLANNERS, LLC, CANNOT BE HELD INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF THIS PROFESSIONAL SERVICES CONTRACT OR THE PERFORMANCE OF PROFESSIONAL SERVICES HEREUNDER. BY SIGNING THIS AGREEMENT, YOU HAVE ACCEPTED THIS LIMITATION OF LIABILITY. If you have any further questions or comments regarding this Proposal, please call. Your acceptance may be indicated by signing, dating and returning one (1) copy of this letter. We look forward to pu i o-u-r-p-a-s-si-o—n-altdexcitement, extensive master planning experience, local knowledge, and c b d exp - e to* for you, the leadership and the residents of the Village of North Beach. Sincerely, Peacock + LevA.4rchitects an.4,Prders, LLC Bri#(D. Idle, A+A President Authorization to provide the above services: Signed: Name: Title: Date: P15- 057(8) Village NPB Master Plan 0820715 AGREEMENT made as of the day of in the year 2016. BETWEEN the Architect's client identified as the Owner: Village of North Palm Beach, a Florida municipal corporation 501 U.S. Highway One North Palm Beach, Florida 33408 and the Architect: Peacock + Lewis Architects and Planners, LLC, a Florida limited liability company 1295 U.S. Highway One North Palm Beach, Florida 33408 For the following Project: The Project shall include the final schematic design through contract administration for the Village of North Palm Beach Country Club facilities in accordance with the Master Plan approved by the Village. The Owner and Architect agree as follows: ARTICLE 1 ARCHITECT'S RESPONSIBILITIES § 1.1 The services performed by the Architect, Architect's employees and Architect's consultants shall be as enumerated in Articles 2 and 3. § 1.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. The Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services which may be adjusted as the Project proceeds. This schedule shall not exceed a total of fourteen (14) months and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. § 1.3 The Architect shall designate a representative authorized to act on behalf of the Architect with respect to the Project. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES § 2.1 DEFINITION The Architect's Basic Services consist of those described in Sections 2.2 through 2.6 and any other services identified in Article 12 as part of Basic Services, and include normal structural, mechanical and electrical engineering services. § 2.2 SCHEMATIC DESIGN AND SITE PLAN DEVELOPMENT PHASE § 2.2.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner. § 2.2.2 The Architect shall provide a preliminary evaluation of the Owner's program, schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth in Section 5.2.1. § 2.2.3 Based on the mutually agreed -upon program, schedule and construction budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components, in addition to floor plans, exterior elevations and material samples necessary for site plan approval. § 2.2.4 The Architect shall submit to the Owner a preliminary estimate of Construction Costs based on current area, volume or similar conceptual estimating techniques to compare against the established budget. § 2.3 DESIGN DEVELOPMENT PHASE § 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Architect shall prepare, for approval by the Owner, Design Development Documents consisting of scaled drawings which outline the and describe the general size and character of the Project including the building, structural, mechanical, electrical, plumbing and fire protection systems. Architect shall also supply building and wall sections, preliminary ceiling plans, finish schedules and furniture plans. § 2.3.2 The Architect shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost for the buildings, aquatics, site work and furniture, fixtures and equipment ( "FFE ") to compare against the established budget. § 2.3.3 The Architect's Basic Services shall include at least two (2) presentations of the Design to the Owner and the public at Village Planning Commission or Village Council meetings. § 2.4 CONSTRUCTION DOCUMENTS PHASE § 2.4.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Architect shall prepare, for approval by the Owner, Construction Documents depicting major design features and related structural, mechanical, electrical, fire protection, plumbing and engineering plans, notes, schedules and risers and specifications required for bidding, permitting and constructing the Project. § 2.4.2 The Architect shall provide professional design and consulting services in addition to the architectural services provided under this Agreement including the following disciplines: .1 Heating, ventilation and air conditioning (HVAC) engineering .2 Plumbing engineering .3 Fire protection engineering -2- .4 Electrical engineering .5 Structural engineering .6 Interior design § 2.4.3 The Architect shall provide the Owner with the standard form documents and will assist the Owner in preparing the necessary bidding information, bidding forms, the Conditions of the Contract, and the form of Agreement between the Owner and Contractor. § 2.4.4 The Architect shall provide Owner with a final statement of probable construction and FFE costs. § 2.5 BIDDING OR NEGOTIATION PHASE § 2.5.1 The Architect, following the Owner's approval of the Construction Documents and of the latest preliminary estimate of Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals and assist in awarding and preparing contracts for construction. § 2.5.2 The Architect shall provide the following services: .1 Prepare A/E responses to Building and Fire Department comments required to obtain the building permits and issue contractors for final bids. .2 Distribute plans (pdf files) to the Owner's selected print shop for printing and distribution and will issue clarifications to contractors, subcontractors and suppliers as required during the bid process. .3 Provide representation at the pre -bid conference. .4 Create and issue all required and necessary addenda during the bid process. .5 Evaluate alternatives and substitutions proposed by bidders as approved by the Owner. .6 Assist Owner in the analysis of bids, selection of the general contractor and award of the construction contract. § 2.6 CONSTRUCTION MANAGEMENT SERVICES § 2.6.1 The Basic Services of the Architect shall include construction administration and management services. § 2.6.2 The Architect shall provide the following services: .1 Provide representation at weekly jobsite OAC meetings for the construction duration. .2 Provide responses to Contractor's Requests for Information (RFI's) and submittals during the construction period. .3 Review and certify for payment applications for payment and review partial releases of lien from all parties providing labor, materials and equipment to the Contractor unless such services will be provided by Owner or Owner's representatives. .4 Make all necessary changes to the drawings, specifications, and other documents produced by the Architect when such changes result from design flaws or are otherwise attributable to the actions of the Architect. .5 Prepare a final project close -out "punch list" after contractor has created and completed its initial punch list for the project. -3- ARTICLE 3 ADDITIONAL SERVICES § 3.1 GENERAL § 3.1.1 The services described in this Article 3 are not included in Basic Services and they shall be paid in addition to the compensation for Basic Services only if authorized or confirmed in writing by the Owner. § 3.2 CONTINGENT ADDITIONAL SERVICES § 3.2.1 Making revisions in drawings, specifications or other documents when such revisions are: .1 inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's program or Project budget; .2 required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents; or .3 due to changes required as a result of the Owner's failure to render decisions in a timely manner. § 3.2.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, the Owner's schedule, or the method of bidding or negotiating and contracting for construction. § 3.2.3 Preparing Drawings, Specifications and other documentation and supporting data, evaluating Contractor's proposals, and providing other services in connection with Change Orders and Construction Change Directives. § 3.2.4 Providing services in connection with evaluating substitutions proposed by the Contractor and making subsequent revisions to Drawings, Specifications and other documentation resulting therefrom. § 3.2.5 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such Work. § 3.2.6 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the Work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. § 3.2.7 Providing services in connection with a dispute resolution proceeding or a legal proceeding except where the Architect is party thereto. ARTICLE 4 OWNER'S RESPONSIBILITIES § 4.1 The Owner shall provide full information in a timely manner regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. § 4.2 The Owner shall establish and periodically update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. -4- § 4.3 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such designated representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. § 4.4 The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 4.5 The Owner shall furnish the services of geotechnical engineers when such services are requested by the Architect and necessary for completion of the Basic Services. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate recommendations. § 4.6 The Owner shall furnish the services of consultants other than those designated in Section 4.5 when such services are requested by the Architect and are required by the scope of the Project. § 4.7 The Owner shall furnish all legal, accounting and insurance services that may be necessary at any time for the Project to meet the Owner's needs and interests. § 4.8 The services, information, surveys and reports required above shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. § 4.9 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in the Architect's Instruments of Service. ARTICLE 5 CONSTRUCTION COST § 5.1 DEFINITION § 5.1.1 The Construction Cost shall be the total cost or, to the extent the Project is not completed, the estimated cost to the Owner of all elements of the Project designed or specified by the Architect. § 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Architect, plus a reasonable allowance for their overhead and profit. In addition, a reasonable -5- allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work. § 5.1.3 Construction Cost does not include the compensation of the Architect and the Architect's consultants, the costs of the land, rights -of -way and financing or other costs that are the responsibility of the Owner as provided in Article 4. § 5.2 RESPONSIBILITY FOR CONSTRUCTION COST § 5.2.1 Evaluations of the Owner's Project budget, the preliminary estimate of Construction Cost and detailed estimates of Construction Cost, if any, prepared by the Architect, represent the Architect's judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Architect. § 5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal or establishment of a Project budget § 5.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, any Project budget shall be adjusted to reflect changes in the general level of prices in the construction industry. ARTICLE 6 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS § 6.1 Architect acknowledges that any work prepared by Architect and Architect's consultants under this Agreement shall be considered a "Work for Hire" and the exclusive property of Owner. § 6.2 The Owner shall use the drawings and specifications prepared by the Architect or the Architect's consultants only for this Project and maintenance of the Project after completion. The Owner shall not use or re -use the drawings and specifications prepared by the Architect or the Architect's consultants for future improvements to the Project or other projects, unless the Owner obtains the prior written agreement of the Architect and the Architect's consultants. The Owner shall not sell or transfer ownership of the Drawings and Specification to others except by agreement in writing and with appropriate compensation to the Architect, unless provided in accordance with Florida law. The Architect shall retain copies of the original documents for a period of three (3) years from the date of completion of the Project. The Owner grants to the Architect and Architect's consultants the right and /or limited license to use a portion of the drawings and/or specifications prepared by the Architect or the Architect's consultants for this Project in future projects of the Architect or the Architect's consultants with said right and /or limited license to use at Architect's or Architect's Consultant's own risk and without any liability to Owner. ARTICLE 7 DISPUTE RESOLUTION -6- § 7.1 MEDIATION § 7.1.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to the institution of legal or equitable proceedings by either party. If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation. § 7.1.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect. Request for mediation shall be filed in writing with the other party to this Agreement and with the American Arbitration Association. The mediation shall proceed in advance of legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. § 7.1.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 7.2 CLAIMS FOR CONSEQUENTIAL DAMAGES The Architect and Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 8. ARTICLE 8 TERMINATION OR SUSPENSION § 8.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, prior to suspension of services, the Architect shall give seven days' written notice to the Owner. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 8.3 If the Project is suspended or the Architect's services are suspended for more than 90 consecutive days, the Architect may terminate this Agreement by giving not less than seven days' written notice. -7- § 8.4 This Agreement may be terminated by either party upon not less than seven days' written notice should the other parry fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 8.5 This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. § 8.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due. ARTICLE 9 MISCELLANEOUS PROVISIONS § 9.1 This Agreement shall be governed by the laws of the State of Florida. § 9.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. § 9.3 To the extent damages are covered by property insurance during construction, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. § 9.4 The Owner and Architect, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other. § 9.5 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. § 9.6 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. § 9.7 Unless otherwise provided in this Agreement, the Architect and Architect's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in any form at the Project site. § 9.8 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific -8- information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. § 9.9 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. The Architect shall not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement. § 9.10 If any provision of this Agreement is deemed unenforceable by a court of competent jurisdiction, then said provision shall be deemed stricken from said Agreement as if it never existed; however, all other terms and conditions shall remain enforceable and all other provisions in accordance with this Agreement. § 9.11 This Agreement shall not be construed against the party who drafted the same, as both parties have obtained experts of their choosing to review the legal and business adequacy of the same. § 9.12 Except for mediation, if any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees, court costs and all expenses (including taxes) even if not taxable as court awarded costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. § 9.13 The Architect is, and shall be, in the performance of all work, services and/or activities under this Agreement, an Independent Contractor, and not an employee, agent, or servant of the Owner. All persons engaged in any of the work, services and/or activities performed pursuant to this Agreement by the Architect shall at all times, and in all places, be subject to the Architect's sole direction, supervision, and control. The Architect shall exercise control over the means and manner in which it and its consultants and employees perform the work. The Architect does not have the power or authority to bind the Owner in any promise, agreement or representation other than as specifically provided for in this Agreement. § 9.14 Failure of either party to enforce or exercise any right(s) under this Agreement shall not be deemed a waiver of said party's right to enforce or exercise said right(s) at any time thereafter. § 9.15 The Architect shall indemnify and hold harmless the Owner and its officers and employees, from liabilities, damages, losses, and costs, including but not limited to, reasonable attorney's fees (at the trial and appellate levels), to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Architect or other persons employed or utilized by the Architect in the performance of the services contemplated by this Agreement. The Owner shall indemnify and hold harmless the Architect and its officers and employees from liabilities, damages, losses and costs, including but not limited to, reasonable attorney's fees (at the trial and appellate levels), relating to the Owner's obligations under this Agreement to the extent caused by the negligence, recklessness or intentionally wrongful conduct of the Owner or its officers and employees. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or the Architect, nor shall this Agreement be construed as a waiver of sovereign immunity beyond the limited waiver provided in § 768.28, Florida Statutes. -9- ARTICLE 10 PAYMENTS TO THE ARCHITECT § 10.1 REIMBURSABLE EXPENSES § 10.1.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Architect and Architect's employees and consultants directly related to the Project, as identified in the following Clauses: .1 fees paid for securing approval of authorities having jurisdiction over the Project; or .2 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service. § 10.2 PAYMENTS ON ACCOUNT OF BASIC SERVICES § 10.2.1 Payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Section 11.1.2. Payments are due and payable twenty (20) days from the date of the Architect's invoice. § 10.3 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES Payments on account of the Architect's Additional Services and for Reimbursable Expenses shall be made monthly upon presentation of the Architect's statement of services rendered or expenses incurred. § 10.4 PAYMENTS WITHHELD No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been adjudged to be liable. § 10.5 ARCHITECT'S ACCOUNTING RECORDS Records of Reimbursable Expenses shall be available to the Owner or the Owner's authorized representative at mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: § 11.1 BASIC COMPENSATION § 11. 1.1 For Basic Services, as described in Article 2, the Owner shall pay the Architect the stipulated sum of § 11.1.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic Services in each phase shall total the following percentages of the total Basic Compensation payable: Schematic Design Phase: Design Development Phase: Construction Documents Phase: Five percent (5 %) Twenty -five percent (25 %) Forty -five percent (45 %) -10- Bidding or Negotiation Phase: Five percent (5 %) Construction Administration Phase: Twenty percent (20 %) § 11.2 REIMBURSABLE EXPENSES For Reimbursable Expenses, as described in Section 10. 1, the Owner shall pay to the Architect the actual cost of such expenses. This Agreement entered into as of the day and year first written above. OWNER ARCHITECT Village of North Palm Beach, Florida Peacock + Lew' Are 'tects d Planners, municipal corporation LLC, a Florid imited� ity company By: By: Robert A. Gebbia, Mayor Print N e: Attest: Title: Melissa Teal, Village Clerk Approved as to form and legal sufficiency: Village Attorney -11-