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2.5Division of Responsibilities/Services. The Professional Consultant understands andagrees that should the Owner or other Consultant provide the Professional Consultantwith any estimating assistance, cost or time control recommendations or otherconsultation, recommendations or suggestions, any or all such activities on the part ofthe Owner, consultant, or any other representative of the Owner shall in no way relievethe Professional Consultant of the responsibility of fulfilling its obligations andresponsibilities under this Agreement.2.6Prohibition against Contingent Fees. The Professional Consultant warrants that hehas not employed or retained any company or person, other than a bona fide employeeworking solely for the Professional Consultant, to solicit or secure this agreement andthat he has not paid or agreed to pay any fee, commission, percentage, gift or anyother consideration contingent upon or resulting from the award or making of thisagreement, to any person, company, corporation, individual, or firm, other than a bonafide employee working solely for the Professional Consultant.2.7Truth-In-Negotiation. The Professional Consultant certifies that wage rates and otherfactual unit costs supporting the compensation herein stated are accurate, complete,and current as of the date of this Agreement. The original Project Fee, Hourly Feesand Reimbursable Expenses and any additions thereto shall be adjusted to excludeany significant sums by which the School Board determines these Fees or Expenseswere increased due to inaccurate, incomplete or non-current wage rates or otherfactual unit costs. All such adjustments shall be made within one year following theend of the Agreement.ARTICLE 3PROFESSIONAL CONSULTANTS' RESPONSIBILITIES3.1Scope of Services.3.1.1The Basic Services to be provided by the Professional Consultant shall beperformed in the phases described hereinafter and shall include all servicescustomarily furnished in accordance with generally accepted industrypractices for this type of professional service consistent with the terms ofthis Agreement, and specifically identified and described in Exhibit Aattached hereto and made a part of this Agreement. Without limiting thegenerality of the services set forth in Exhibit A, the Basic Services shallinclude any design services which are normally or customarily furnishedand reasonably necessary for the performance of the tasks and duties andobligations set forth in Exhibit A.3.1.2The Professional Consultant shall provide all necessary documents andother services required for the Work. All Work shall be performed inaccordance with current: Florida Statutes, Rules of the Florida Departmentof Education, Florida State Requirements for Educational Facilities(SREF), Florida Building Code, Florida Fire Prevention Code, FloridaAdministrative Code Rule 6A-2.0010, Owner’s Design Standards andBrevard County School Board Policies.Page 6 of 22

3.2Professional Consultant's Professional Responsibility and Standard of Care.3.2.1By execution of this Agreement, the Professional Consultant herebywarrants that (a) it is an experienced, established firm having the ability andskill necessary to perform all the services required of it under thisAgreement in connection with scope and complexity of the Projectcontemplated herein; (b) it has the capabilities and resources necessary toperform its obligations hereunder; and (c) it is familiar with current laws,rules and regulations which are applicable (such laws, rules andregulations including, but not limited to, local ordinances, requirements ofbuilding codes of city, county, state and federal authorities which areapplicable to the Project, local sanitary laws and rules and regulations, andorders and interpretations by governing public authorities of suchordinances, requirements, codes, laws, rules and regulations in effect atthe time of commencement of services applicable to the Project), and thatall drawings, specifications and other documents prepared by theProfessional Consultant shall be prepared in accordance with and shallaccurately meet, reflect and incorporate all such laws, rules andregulations.3.2.2The Professional Consultant hereby represents and agrees within theprofessional standard of care that the drawings, specifications, documentsand other services prepared by it pursuant to this Agreement shall becomplete and functional for the purposes intended, as mutually agreedupon between the Owner and the Professional Consultant, except as toany deficiencies which are due to causes beyond the control of theProfessional Consultant, and that the Project, if constructed in accordancewith the intent established by such drawings, specifications and otherdocuments, shall be structurally sound and suitable for the purposeintended.3.2.3The Professional Consultant shall be responsible for any negligent acts,errors, or omissions in the drawings, specifications, documents and otherservices within the normal standard of care at the time services arerendered. While the Professional Consultant cannot guarantee the variousdocuments and services required herein to be completely free of minorhuman errors and omissions, it shall be the responsibility of theProfessional Consultant throughout the period of performance under thisAgreement to use due care with professional competence.TheProfessional Consultant will correct at no additional cost to the Owner anynegligent acts, errors and omissions in the drawings, specifications,documents and other services prepared by the Professional Consultant.The Professional Consultant further agrees, at no additional cost, to renderassistance to the Owner in resolving problems identified by the Ownerrelating to the design, specified materials or related Project issues.3.2.4It is the responsibility of the Professional Consultant to make certain thatall drawings, specifications and other documents are in accordance withapplicable laws, statutes, building codes and regulations and thatappropriate reviews and approvals are requested and obtained fromFederal, State and local governments.Page 7 of 22

3.33.43.2.5It is the responsibility of the Professional Consultant to assure that theProject Construction Documents require that no asbestos containingmaterials are to be incorporated in the Project, and that the Contractor mustcertify that no asbestos containing material was used as a pre-condition tofinal payment.3.2.6If construction pricing exceeds the Project Construction Budget, theProfessional Consultant shall, at no additional cost to the Owner, revise thedesign documents to meet the Project Construction Budget in cooperationwith the Owner and Contractor (if applicable). The ProfessionalConsultant’s responsibilities may include but shall not be limited to,participating in discussions, meetings and decisions, revising documentsor providing additional documents as necessary to obtain pricing to meetbudget constraints.Project Requirements.3.3.1During all phases of the Project, the Professional Consultant shall preparesuch estimates as the Owner deems necessary, at no additional cost to theOwner, to represent the estimated Project cost and shall supply such data,information or estimates as the Owner may require to substantiate theProfessional Consultant's estimate of the Project cost.3.3.2The Design Consultant shall not be responsible for the Contractor’s means,methods, sequences or techniques of construction; the Contractor’s safetyprocedures, or the Contractor's failure to comply with the ConstructionContract Documents, plans, specifications, and applicable codes.Project Conferences.3.4.13.4.2Throughout all phases of the Project, the Professional Consultant and itssubconsultants shall meet periodically with the Owner when reasonablyrequested. Participants shall be as determined by the Owner and mayinclude, but not be limited to:3.4.1.1Predesign and design conferences as necessary or as requiredby the Owner, to include stakeholder coordination and/orengagement meetings.3.4.1.2Prebid and preconstruction conference for each constructioncontract.3.4.1.3Construction progress meetings as may be required by theOwner.3.4.1.4Substantial Completion, Final Completion and completion ofwarranty period inspections for each construction contract.The Professional Consultant shall be responsible for scheduling, takingmeeting minutes, and attending any meetings necessary to properlycoordinate the design effort including, without limitation, meetings withgoverning agencies, code officials, maintenance staff and applicableutilities.Page 8 of 22

ARTICLE 4COMPENSATION4.1Basic Services Compensation.The Owner shall compensate the Professional Consultant in accordance with theterms and conditions of this Agreement, including the following:4.1.1For the Basic Services of the Professional Consultant, compensation shallbe a Not to Exceed amount determined based on the required effort-hoursand the Hourly Rate Schedule included as Exhibit B, such amount to beset forth in writing and made a part of this Agreement as set forth in ExhibitC Project Assignment. It is the intent of this Agreement that each ProjectAssignment for which services are to be performed shall be pricedindividually.4.1.1.1For each Project Assignment the Professional Consultant shallsubmit a proposal which shall include:1.2.3.4.5.6.7.8.9.4.1.2A complete scope of Work to be performed.A complete description of each phase of Work.A time schedule for the Work.The hours to be expended for each phase of the Work byspecific personnel in accordance with Exhibit BAnticipated reimbursable costs, if any.All costs to be incurred by the Owner for the professionalservices to be performed.An estimate of the Project Construction Budget, whereappropriate.Proposed Sub-Consultants and costs.No terms shall be stated in the proposal which arecontrary to, or stated as superseding, the terms of thisagreement unless expressly approved by the Owner inwriting.4.1.1.2Should the Owner request additions to the Project which wouldcause a change or changes in the scope of the Work orpreviously approved designs or design criteria, the ProjectConstruction Budget may be increased by the aggregateamount of such change(s) and the Professional Consultant'sfee may be increased as an Additional Service in relation to theeffort required for the change(s).4.1.1.3In the event the Owner requests changes to the Project whichwould decrease the Project Construction Budget, basiccompensation due the Professional Consultant shall beadjusted downwards for remaining services to be performed butnot for services already performed to the date of receipt by theProfessional Consultant of the written requested change.The Basic Services Compensation stated in Article 4.1.1 includes allcompensation and other payments due the Professional ConsultantPage 9 of 22

(manpower, overhead, profit, direct costs, etc.) in the performance of theBasic Services.4.24.1.3The Professional Consultant certifies that his wage rates, unit costs andother factual data which may have been furnished the Owner to supportthe compensation schedule are accurate, complete and current at the timeof entering into this Agreement. It is mutually understood between theProfessional Consultant and the Owner that the original fee schedule andany additions thereto shall be adjusted within one year, if required, toexclude any significant sums wherein the Owner determines the fee wasincreased due to inaccurate, incomplete or noncurrent wage rates, unitcosts and/or other factual data which may have been furnished by theProfessional Consultant.4.1.4Compensation shall be based on the number of hours spent by eachemployee directly attributable to services required for each specific project,and shall not include travel time to and from the project sites. Hourly ratesfor Direct Personnel Expense shall be in compliance with Exhibit B.Payments to the Professional Consultant. Payments to the Professional Consultantshall be made as follows:4.2.1Payments for Basic Services shall be made monthly in proportion toservices performed based upon presentation of the ProfessionalConsultant’s statement of services, fully supported by invoices, timecards,and certifications if requested that all subconsultants have been paid, andother documentation as may be requested by the Owner.4.2.2Deductions may be made from the Professional Consultant's BasicServices Compensation on account of errors and omissions in thedrawings, specifications, documents and other services prepared by theProfessional Consultant in accordance with the provisions of Article 3.2.3.4.2.3Payments due for Reimbursable Expenses incurred while performing Basicor Additional Services shall be computed at 1.0 times actual costs. Beforeincurring any Reimbursable Expenses, the Professional Consultantmust request and receive written authorization from the Owner.4.2.4Final payment to the Professional Consultant shall not be made by theOwner until the following items have been received by the Owner:1. Electronic copies of all drawings, specifications, documents and otherservices prepared by the Professional Consultant in connection with theProject, in conformance with Article 13.1, including incorporation of theContractor’s "As-Built" records of the Project, if required in Exhibit A.2. All certifications required by Exhibit A and applicable laws, statutes,building codes, regulations and this Agreement, including as may beapplicable Federal, State and local government regulations orrequirements.Page 10 of 22

4.34.4Additional Services Compensation.4.3.1Prior to any Additional Services, as described in Article 7 herein, performedby the Professional Consultant hereunder, the Professional Consultant andOwner shall negotiate the Additional Services Compensation.4.3.2Payments for Additional Services to the Professional Consultant shall bemade monthly upon presentation of the Professional Consultant'sstatement of services, fully supported by invoices, time sheets/cards, andother documentation as requested by the Owner. Professional Consultantexpressly waives any right to payment for any Additional Services renderedif Professional Consultant does not give written notice of its claim that theservices are additional within twenty (20) days of rendering the services,and if such services are not billed as Additional Services within sixty (60)days following their rendition.Accounting Records.4.4.1Records of the Professional Consultant with respect to Basic Services andAdditional Services and payroll, subconsultant and other expenses(including Reimbursable Expenses) pertaining to the Project, shall be kepton generally accepted accounting principles and shall be available to theOwner or its authorized representative for inspection and copying atmutually convenient times.4.4.2At the request of the Owner or its authorized representative theProfessional Consultant will supply in a timely manner and certify asaccurate, unaltered copies of all time sheets, invoices, and otherdocuments to substantiate and document any and all Additional Servicesand Reimbursable Expenses.4.5Lien Waivers. Professional Consultant shall not be entitled to receive paymenthereunder until Owner is provided such lien waivers, including lien waivers fromProfessional Consultant's subconsultants, detailed descriptions of services, and swornstatements of certification stating Professional Consultant's services are in compliancewith the requirements of this Agreement, as Owner may reasonably require inconnection with Professional Consultant's request for payment.4.6Timely Invoicing. Professional Consultant must submit invoices for services no laterthan sixty (60) days following services rendered or within sixty (60) days followingcompletion of Project milestones. Professional Consultant expressly waives its right topayment if invoices are not submitted within sixty (60) days following servicesrendered.Page 11 of 22

ARTICLE 5PERIOD OF SERVICE5.1Specific dates relating to the period of services shall be for three (3) years, withoptional renewable for an additional two (2) year period, except that the Agreementmay be terminated by either party as provided in Article 11. Original Agreement dateshall begin on the date of Board Approval and continue for an initial three (3) yearperiod. This Agreement shall have the option to renew, with such option to beexercised by written agreement of the parties, for one additional two year period.ARTICLE 6OWNER'S RESPONSIBILITIES6.1The Owner shall, with the assistance of the Professional Consultant, provide fullinformation regarding the requirements for the Project.6.2The Owner shall examine documents submitted by the Professional Consultant andshall render decisions pertaining thereto promptly, to avoid unreasonable delay in theprogress of the Professional Consultant's Services.6.3The Owner shall pay for laboratory tests, inspections and reports as required by theproject scope that are not otherwise called for in this Agreement. The ProfessionalConsultant shall review and confirm the sufficiency of any test and informationfurnished to Professional Consultant by or on behalf of Owner pursuant to Article 6.5.6.4All services, information, surveys and reports required of the Owner, shall be furnishedat the Owner's expense and the Professional Consultant shall be entitled to rely upontheir accuracy and completeness.6.5The Owner shall furnish information and approvals required of it expeditiously, fororderly progress of the Work.6.6The Owner shall pay for and the Professional Consultant shall assist the Owner inobtaining all necessary permits, licenses, approvals, assessments, and chargesrequired for the construction, use or occupancy of permanent structures and siteimprovements or for permanent changes to existing facilities.6.7The Owner shall designate a representative to act on the Owner's behalf with respectto each Project Assignment. The Owner's Representative shall have the authority toapprove minor changes in the scope of the Project Assignment and shall be availableduring working hour

The standard agreement template has been used, which does not require legal review. . Director of Planning and Project Management to approvethe award of RFQ 22-269-Q-DR to . connection with the performance of the Basic Services by the Professional Consultant. 1.5 Construction Contract Documents. The Construction Contract Documents shall mean