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HomeMy WebLinkAbout53-98 RESOLUTION."•••• RESOLUTION NO 5 3 - 9 8 A RESOLUTION APPROVING AN ARCHITECTURAL AND ENGINEERING CONTRACT IN THE AMOUNT $231,005, PLUS A CONTINGENCY AMOUNT OF $23,100 (10%) TO CROMWELL ARCHITECTS ENGINEERS, FOR THE DESIGN AND CONSTRUCTION SUPERVISION OF THE NEW WATER/SEWER OPERATIONS CENTER. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1 That the City Council hereby approves an architectural and engineering contract in the amount $231,005, plus a contingency amount of $23,100 (10%) to Cromwell Architects Engineers, for the design and construction supervision of the new water/sewer operations center; and authorizes the Mayor and City Clerk to execute said contract. A copy of the terms and conditions agreement is attached hereto marked Exhibit "A" and made a part hereof. PASSED AND APPROVED this _.51' day of May , 1998. ceat t, 1 _ APPROVED: - Ira i • " ." • • 4 % •rfs ••••• • ••• a ••• • curl n t., s.r_Ittki; to)1' re-( .'1 • A"triftST: 4"`",0, By. ZS o�' Heather Woodruff, City Clerk By. 4d-7%/4-ri Fred Hanna, Mayor CITY OF FAYETTEVILLE AGREEMENT FOR CONSULTING SERVICES STATE OF ARKANSAS COUNTY OF WASHINGTON This agreement, entered into and executed on this ,IVA day of 1114V, 1998, by and between the City of Fayetteville, acting by and through its mayor, her inafter called the "OWNER" and Cromwell Architects Engineers with pnncipal offices in Little Rock and Fayetteville, Arkansas hereinafter called the "CONSULTANT". WITNESSETH: Whereas, the "OWNER" is planning to construct and build a new facility for the Water and Sewer Maintenance Division and Water Meter Operations on property located adjacent to City Lake Road. Both engineering and architectural services will be required to design the new facilities. Now therefore, it is considered to be in the best interest of the "OWNER" to obtain assistance of Cromwell Architects Engineers in connection with said consulting services. In mutual covenants and agreements set forth hereinafter, it is mutually agreed as follows: SECTION 1-- EMPLOYMENT OF The "OWNER" agrees to employ the "CONSULTANT" to perform, and the "CONSULTANT" agrees to perform architectural and engineenng services in connection with the project, set forth in the Sections to follow; and the "OWNER" agrees to pay, and the "CONSULTANT" agrees to accept, as specified in the Sections to follow, as full and final compensation for work accomplished in the specified time. SECTION 11 -- DESCRIPTION OF THE PROJECT The project is to perform architectural and engineering design and all related site work for a new Water & Sewer Operations Center. The building will house three divisions: Water & Sewer Maintenance, Meter Operations, and Backflow Prevention. These organizations currently have approximately 60 employees. The design should allow for future expansion to roughly 90 employees. The facilities will include administrative/operations space, a warehouse, concrete slab only for future covered but unheated matenals storage, concrete slab only for future covered vehicle storage, and outdoor secured warehouse storage. SECTION III — INFORMATION AND SERVICES The "OWNER" will furnish any specifications, standards and other information, which may relate to the project including GPS survey data. SECTION IV -- SERVICES TO BE FURNISHED BY THE "CONSULTANT" SCOPE OF WORK 1. Site Layout. Site layout, to include building locations, parking, access/ingress routes, possible future rear access on Industrial Drive to the north, fencing, green space, utilities/easements, and future expansions of buildings, parking, pipe yard and all other facilities. This includes security and functional area lighting. The site layout should identify the physical location of all of the other aspects of this project, which are identified in the tasks, which follow, and will mclude a site master plan for future growth and additions to the same. A. Fencing. Fencing will consist of four fences: perimeter, pipe yard security, building/City vehicle security, and private vehicle security. Due to the 24-hour emergency nature of our work, all of these must be available. Perimeter fencing covers the entire lot excluding the front 330'. The other fences are: one common fence running perpendicular from the sides of the building to the penmeter fences, restricting access to the entire lot behind the building; the pipe yard fencing, and personal vehicle parking fencing. B. Soils Investigation. Required to do foundation work and for spot verification for roadwork through the entire site. 2. Site Survey. Site survey for building floor plans, drainage, parking and road layouts, survey markers, easements and other requirements as applicable. 3. Operations Center Building Including Warehouse. Building scope includes all aspects of the building to include loading docks and ramps, plumbing, vehicle entrances and approaches, HVAC, backup power generator, backflow prevention, fire protection and any other building -related items. Detailed, room -by -room requirements are attached. Specifically identified floor space required is 18,608 square feet. Increase by standard allowance of 15% for circulation, utility and mechanical rooms, etc. 4. Primary Paved Road. Road design and construction for paved roads includes cross- section, surface and subsurface drainage, corners, and intersections. Must accommodate 18 -wheeled deliveries to both the warehouse and the pipe yard, 24' wide roadway. The layout, to include green space, will be part of the site layout. This roadway should include access to the entrance to the pipe yard and access points to parking for City, pnvate and visitor vehicle parking areas. 5. Secondary Road. Design and construction of roads in pipe yard, to include cross section, surface drainage, corners and intersections. The layout, to include pad siting and green space, will be part of the site layout (task 1). This task includes all finished areas throughout the pipe yard, which must access all concrete pads from two sides. The surface must be of good enough quality that 18 -wheeled tractor -trailers will not rut the surface with daily wet -weather use and that our forklift, with smooth tires and no traction, can have wet -weather access to all pads. To meet planning requirements, this area should be paved. A vanance may be requested, and gravel installed. A present worth analysis should be done comparing maintenance costs for asphalt versus gravel. 6. Asphalt Parking Lot. Design the cross section, surface drainage, corners and intersections. The layout, to include green space, will be part of the site layout (task 1). This task includes parking for City, private and visitor vehicles, and access building loading docks and vehicular ramps for off loading equipment. Two designs are required - one for light vehicles (POVs, and visitors), and one for heavier City work vehicles. It is possible that some of the City vehicle parking (for dump trucks, backhoes, etc.) maybe paved at a later date, and initially surfaced with gravel, A planning variance will be required if gravel is planned. A. POV (light vehicle) parking, construct 38,493 square feet of asphalt light vehicle parking. B. COV (City owned vehicle) parking, construct 20,336 square feet of heavy vehicle asphalt parking lot. Alternate, construct 20,336 square feet of heavy vehicle gravel parking lot. 7. General Site Drainage. General site drainage design for all site runoff for 20.71 acres, This must incorporate nmoff from the building(s), parking lots, roads and the pipe yard. Drainage runs both west and east, from different parts of the lot. Includes detention basin(s) or use of existing pond, if required. Storm drainage must be sized for ultimate runoff. 8. Water Line Extension Extending water to building from Morningside. With an 8" PVC water line, fire hydrants, and one or more stub -outs to the main building. At least one hydrant should be located behind (east of) the main building. The line should be designed and located such that a future looping tie-in may be made to the 12" line on Industrial Drive to the north. 9. Sewer Line Extension. Extending the sewer from the existing manhole on the north side or the existing manhole on the south-central corner of the property An existing 8" main crosses the property. 10. Covered Parking Building(s). SLAB ONLY — WITH PROVISIONS FOR FUTURE: Overhead cover for specific vehicles to include bacichoes, crew trucks, dump trucks, and specialty items of equipment, in order to lengthen the service life of this equipment and the tools they carry exposed on a daily basis. Includes electrical service for all vehicles for block heaters. Estimated at 20,160 square feet. 11. Covered Storage Building(s). SLAB ONLY — WITH PROVISIONS FOR FUTURE. Overhead cover for sun -sensitive construction materials to include PVC pipe, polyethylene pipe, other plastic matenals, valves (with gaskets), etc., in order to prevent these items from being rendered unusable due to exposure to the sun. 12. Gas, Electric, Cable, Phone Utility Extensions. As required. A. Gas. There is a substantial gas line n.uuung through the property east of the 3- B. Electric. Electric will probably come in from the North from SWEPCO's exiting pole. There are lines bordering the property to the north and west, and the KD Tool plant has major service to the south. C. Cable. Cable is located on Morningside. Probably no cost if Water/Sewer digs the trench and installs conduit. D. Telephone. Existing telephone is on Momingside. Design should allow for an 80 pair cable servicing a minimum of 44 numbers. We currently have 15 numbers Breakdown is below. W/S Maintenance: 16 (plus 4 future) numbers. [SCADA, flow monitoring, dispatch (2 lines), superintendent, One -Call dedtcated pnnter/fax machine, assistant supenntendent, warehouse (2 lines), field service representative (2 lines), class room/break room, three dedicated modem lines, computer hook-up with City Hall, minor equipment shop]. Future needs for additional dispatch, additional SCADA, computer network, engineering assistant. AIA Document 3141 Standard Form of Agreement Between Owner and Architect - Articles 1 through 10 are hereby made a part of this contract. (Numbered as Pages 4-1 through 4-8) Delete Article 4.5 in its entirety. Delete Article 4.6 in its entirety. Delete Article 4.6.1 in its entirety. Delete Article 4.7 in its entirety. Delete Article 6.1 in its entirety. Delete Article 8 in its entirety. Delete Article 10.2 in its entirety. Delete Article 10.3 in its entirety. - 4 -g._ TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECT'S RESPONSIBIUTIES 1.1 ARCHITECT'S SERVICES 1.1.1 The Architect's services consist of those services per- formed by the Architect, Architect's employees and Architect's consultants as enumerated in Articles 2 and 3 of this Agreement and any other services included in Article 12. 1.1.2 The Architect's services shall be performed as expedi- tiously as is consistent with professional skill and care and the orderly progress of the Work. Upon request of the Owner, 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, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over thc Project. Time limits established by this schedule approved by the Owner shall not, except for reasonable cause, be exceeded by the Architect or Owner. 1.1.3 The services covered by this Agreement are subject to the time limitations contained in Subparagraph 11.5.1. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2.1 • DEFINITION 2.1.1 The Architect's Basic Services consist of those described in Paragraphs 2.2 through 2.6 and any other services identified in Article 12 as part of Basic Services, and include normal struc- tural, mechanical and electrical enginecring services. 2.2 SCHEMATIC DESIGN PHASE 2.2.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project arid shall arrive at a mutualunderstanding of suck requirements with the Owner. 2.2.2 The Architect shall provide q preliminary evaluation of the Owner's program, schedule and construction budget requirements, each in terms of the other, subject to the limita- tions set forth in Subparagraph 5.2.1. 2.2.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project. 2.2.4 Based on the mutually agreed-upon program, schedule and construction outagct requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Docu- ments consisting of drawings and other documents illustrating the scale and relationship of Project components. 2.2.5 The Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area, volume or other unit costs. 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, thc Architect shall prepare, for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, struc- tural, mechanical and electrical systems, materials and such other elements as may be appropriate. 2.3.2 The Architect shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Docu- ments and any further adjustments In the scope or quality of the Project or in the construction budgct authorized by the Owner, the Architect shall prepare, for approval by the Owner, Construction Documents consisting of DraWrifrigi and Specifica- - tions setting forth in detail the requirements for the construc- tion of the Project. 2.4.2 The Architect shall assist the Owner in the preparation of the necessary bidding information, bidding forms, the Condi- tions of the Contract, and the form of Agreement between the Owner and Contractor. 2.4.3 The Architect shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indi- cated by changes in requirements or general market conditions. 2.4.4 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Projcct. 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 CSIIITIate of Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals and assist in awarding and preparing contracts for construction. 2.6 CONSTRUCTION PHASE -ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.f The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and termi- nates at thc c.irlicr of the issuance to the Owner of the final Certificate for Payment or 60 days after the date of Substan- tial Completion of the Work. 2.6.2 The Architect shall provide administration of the Con- tract for Construction as set forth below and in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement, unless otherwise provided in this Agreement. 2.6.3 Duties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of the Contractor, which consent shall not be unreasonably withheld. AIA DOCUMENT B1411 • OWNER -ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA• • C/1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NW., WASHINGTON, D.C. 20006 1- I B141-1987 2 TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND ARCHITECT ARTICLE 1 ARCHITECTS RESPONSIBILITIES 1.1 ARCHITECT'S SERVICES 1.1.1 The Architect's services consist of those services per- formed by the Architect, Architect's employees and Architect's consultants as enumerated in Articles 2 and 3 of this Agreement and any other services included in Article 12. 1.1.2 The Architect's services shall be performed as expedi- tiously as is consistent with professional skill and care and the orderly progress of the Work. Upon request of the Owner, 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, 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. 1.1.3 The services covered by this Agreement are subject to the time limitations contained in Subparagraph 11.5.1. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2.1 • DEFINITION 2.1.1 The Architect's Basic Services consist of those described in Paragraphs 2.2 through 2.6 and any other services identified in Article 12 as part of Basic Services, and include normal struc- tural, mechanical and electrical engineering services. 2.2 SCHEMATIC DESIGN 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 limita- tions set forth in Subparagraph 5.2.1. 2.2.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project. 2.2.4 Based on the mutually agreed-upon program, schedule and construt.nun Duuger requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Docu- ments consisting of drawings and other documents illustrating the scale and relationship of Project components. 2.2.5 The Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area, volume or other unit costs. 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 drawings and other documents to fix and describe the size and character of the Project as to architectural, struc- tural, mechanical and electrical systems, materials and such other elements as may be appropriate. 2.3.2 The Architect shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Docu- ments 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 consisting of Dralking,i and Specifica- • • tions setting forth in defail the requirements for the construc- tion of the Project. 2.4.2 The Architect shall assist the Owner in the preparation of the necessary bidding information, bidding forms, the Condi- tions of the Contract, and the form of Agreement between the Owner and Contractor. 2.4.3 The Architect shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indi- cated by changes in requirements or general market conditions. 2.4.4 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. 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. 2.6 CONSTRUCTION PHASE -ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6S The Architect's responsibility to provide Basic Services for the Construction Phase undcr this Agreement commences with the award of the Contract for Construction and termi- nates at the earlier of the issuance to the Owner of the final Certificate for Payment or 60 days after the date of Substan- tial Completion of the Work. 2.6.2 The Architect shall provide administration of the Con- tract for Construction as set forth below and in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement, unless otherwise provided in this Agreement. 2.6.3 Duties, responsibilities and limitations of authority of the Architect shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of the Contractor, which consent shall not be unreasonably withheld. AIA DOCUMENT 8141 • OWNER -ARCHITECT AGREEMENT • FOURTEENTH EDITION • AU. • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 B141-1987 2 2.6.4 The Architect shall be a representative of and shall advise and consult with the Owner (1) during construction until final payment to the Contractor is due, and (2) as an Additional Ser- vice at the Owner's direction from time to tirne during the cor- rection period describcd in the Contract for Construction. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement unless otherwise modified by written instrument. 2.6.5 The Architect shall visit the site at intervals appropriate to the stage of construction or as otherwise agreed by the Owner and Architect in writing to become generally familiar with the progress and quality of the Work completed and to determine in general if the Work is being performed in a man- ner indicating that the Work when completed will be in accor- dance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. On the basis of on-site observations as an architect, the Architect shall keep the Owner informed of the progress and quality of the Work, and shall endeavor to guard the Owner against defects and deficiencies in the Work. (More extensive site representation may be agreed to as an Additional Service, as described in Paragraph 3.2.) 2.6.6 The Architect shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's responsibility under the Contract for Construction. The Architect shall not be responsible for the Contractor's schedules or failure to carry out the Work in accor- dance with the Contract Documents. The Architect shall not have control over or charge of acts or omissions of the Contrac- tor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work. 2.6.7 The Architect shall at all tirnes have access to the Work wherever it is in preparation or progress. 2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been spe- cially authorized, the Owner and Contractor shall communicate through the Architect. Communications by and with the Archi- tect's consultants shall be through the Architect. 2.6.9 Based on the Architect's observations and evaluations of the Contractor's Applications for Payment, the Architect shall review and certify the amounts due the Contractor. 2.6.10 The Architect's certification for payment shall consti- tute a representation to the Owner, based on the Architect's observations at the site as provided in Subparagraph 2.6.5 and on the data comprising the Contractor's Application for Pay- ment, that the Work has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, quality of the Work is M accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subse- quent tests and inspections, to minor deviations from the Con- tract Documents correctable prior to completion and to spe- cific qualifications expressed by the Architect. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certi- fied. However, the issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaus- tive or continuous on-site Inspections to check the quality or quantity of the Work, (2) reviewed construction means, meth- ods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material sup- pliers and other data requested by the Owner to substantiate the Contractor's right to payment or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. 2.6.11 The Architect shall have authority to reject Work which does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable for implementa- tion of the intent of the Contract Documents, the Architect will have authority to require additional inspection or testing of the Work in accordance with the provisions of the Contract Docu- ments, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exer- cise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other per- sons performing portions of the Work. 2.6.12 The Architecr.shall review and apPrOkel Or take other appropriate action upon 'Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action shall be taken with such reasonable promptness as to cause no delay in the Work or in the con- struction of the Owner or of separate contractors, while allow- ing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not con- ducted for the purpose of determining the accuracy and com- pleteness of other details such as dimensions and quantities or for substantiating instructions for installation or perfor:r. . Of equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, the Architect shall be entitled to rely upon such certification to establish that the materials, systems or equip- ment will meet the performance criteria required by the Con- tract Documents. 2.6.13 The Architect shall prepare Change Orders and Con- struction Change Directives, with supporting documentation and data if deemed necessary by the Architect as provided in Subparagraphs 3.1.1 and 3.3.3, for the Owner's approval and execution in accordance with the Contract Documents, and may authorize minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the Contract Documents. 2.6.14 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion, shall receive and forward to the Owner for the Owner's review and records written warranties and related documents required by the Contract Documents and assem- bled by the Contractor, and shall issue a final Certificate for Pay- ment upon compliance with the requirements of the Contract Documents. 3 6141-1987 AIA DOCUMENT 8141 • OWNER -ARCHITECT AGREEMENT • FOURTEENTH EDITION • MA. • ©1987 .THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 4-3 2.6.15 The Architect shall interpret and decide matters con- ceming performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.6.16 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial deci- sions, the Architect shall endeavor to secure faithful perfor- mance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for results of interpretations or decisions so rendered in good faith. 2.6.17 The Architect's decisions on matters relating to aesthe- tic effect shall be final if consistent with the intent expressed in the Contract Documents. 2.6.18 The Architect shall render written decisions within a reasonable time on all claims, disputes or other matters in ques- tion between the Owner and Contractor relating to the execu- tion or progress of the Work as provided in the Contract Documents. 2.6.19 The Architect's decisions on claims, disputes or other matters, including those in question between the Owner and Contractor, except for those relating to aesthetic effect as pro- vided in Subparagraph 2.6.17, shall be subject to arbitration as provided in this Agreement and in the Contract Documents. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 12, and they shall be paid for by the Owner as provided in this Agreement, in addition to the compensation for Basic Services. The services described under Paragraphs 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Paragraph 3.3 are required due to circumstances beyond the Architect's control, the Architect shall notify the Owner prior to com- mencing such services. If the Owner deems that such services described under Paragraph 3.3 are not required, the Owner shall give prompt written notice to the Architect. If the Owner indicates in writing that all or part of such Contingent Addi- tional Services are not required, the Architect shall have no obli- gation to provide those services. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at thc site than is described in Subparagraph 2.6.5 is required, the Architect shall provide one or more Project Representatives to assist in carry- ing out such additional on-site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the Architect, and the Architect shall be compen- sated therefor as agreed by the Owner and Architect. The duties, responsibilities and limitations of authority of Project Representatives shall be as described in the edition of AIA Document B352 current as of the date of this Agreement, unless otherwise agreed. 3.2.3 Through the observations by such Project Represen- tatives, the Architect shall endeavor to provide fuEther protec- tion for the Owner against defects and deficiencies in the Work, but the furnishing of such project representation shall not modify the rights, responsibilities or obligations of the Architect as described elsewhere in this Agreement. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 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 neces- sary by adjustments in the Owner's program or Proj- ect 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 fail- ure to render decisions in a timely, manner. 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, qual- ity, complexity, the Owners schedule, or the method of bid- ding or negotiating and contracting for construction, except for services required under Subparagraph 5.2.5. 3.3.3 Preparing Drawings, Specifications and other documen- tation and supporting data, evaluating Contractor's proposals, and providing other services in connection with Change Orders and Construction Change Directives. 3.3.4 Providing services in connection with evaluating substi- tutions proposed by the Contractor and making subsequent revisions to Drawings, Specifications and other documentation resulting therefrom. 3.3.5 Providing consultation cOnceming replacement of Work damaged by fire or other cause during construction, and fur- nishing sci ViCeS required in connection with the replacement of such Work. 3.3.6 Providing services made necessary by the default of thc 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. 3.3.7 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the Work. 3.3.8 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Architect is party thereto. 3.3.9 Preparing documents for alternate, separate or sequential bids or providing services in connection with bidding, negotia- tion or construction prior to the completion of the Construc- tion Documents Phase, 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing analyses of the Owner's needs and program- ming the requirements of the Project. 3.4.2 Providing financial feasibility or other special studies. 3.4.3 Providing planning surveys, site evaluations or com- parative studies of prospective sites. AIA DOCUMENT B141 • OWNER -ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA 9 • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 8141-1987 4 3.4.4 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 3.4.5 Providing services relative to future facilities, systems and equipment. 3.4.6 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.7 Providing services to verify the accuracy of drawings or other information furnished by the Owner. 3.4.8 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordi- nation of services required in connection with construction performed and equipment supplied by the Owner. 3.4.9 Providing services in connection with the work of a con- struction manager or separate consultants retained by the Owner. 3.4.10 Providing detailed estimates of Construction Cost. 3.4.11 Providing detailed quantity surveys or inventories of material, equipment and labor. 3.4.12 Providing analyses of owning and operating costs. 3.4.13 Providing interior design and other similar services required for or in connection with thc selection, procurement or installation of furniture, furnishings and related equipment. 3.4.14 Providing services for planning tenant or rental spaces. 3.4.15 Making investigations, inventories of materials or equip- ment, or valuations and detailed appraisals of existing facilities. 3.4.16 Preparing a set of reproducible record drawings show- ing significant changes in the Work made during construction based on marked -up prints, drawings ancl other data furnished by the Contractor to the Architect. 3.4.17 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance, and consultation during operation. 3.4.18 Providing services after issuance to the Owner of the final Certificate for Payment, or in the absence of a final Cer- tificate for Payment, more than 60 days after the clate of Sub- stantial Completion of the Work. 3.4.19 Providing services of consultants for other than archi- tectural, structural, mechanical and electrical engineering por- tions of the Project provided as a part of Basic Services. 3.4.20 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. ARTICLE OWNER'S RESPONSIBILITIES 4.1 The Owner shall provide full information regarding requirements for the Project, including a program which shall set forth the Owner's objectives, schedule, constraints and cri- teria, including space requirements and relationships, flexi- bility, expandability, special equipment, systems and site requirements. 4.2. The Owner shall establish and 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. 4.3 If requested by the Architect, the Owner shall furnish evi- dence that financial arrangements have been made to fulfill the Owner's obligations under this Agreement. 4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized 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. The Owner shall furnish surveys describing ph :ham 'sties, legal limitations and utility locations f 3f the Pit) and a written legal description o information shall incl ets, alleys, p dja uanveys and I ra.cles and lines o property and structures, restrictions, easements, enc ions, boundaries and ions and necessa rnprovements utility se belo • - • 0 ta pertaining trees; and inform • a e site e site. The as applicable, ents and adjoining drainage; rights-of-way, ents. zoning, deed restric- -locations, dimen- g buildings, other ning available th public and private, ove and rade, including inve p . e survey shall be referenced to a project benchmark. toe ation con and lines, bo I rts and de ths All the info tion he Owner shall furnish the services of geotechnical neers w ch services are requested by the Ar Such services may in but are not limited t borings, test pits, determinations 0 • -ari ues, percolation tests, evaluations of hazardous 1 ; .und corrosion and resis- tivity tests, includ' cessary operation nticipating sub- soil condi " with reports and appropriate ssional re endations. 4.671.—The,..4. • tants when such senpc of the_Eroleet r shall furnish the services • III • 0 • $ required by the scope are requested by the Arc er shall furnish structural. mech air and water po other laboratory a. • - ronmen repo by law or the Contract Docume teS • emical, rdous materials, and in Jections and • 4.8 The Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for thc Project, including auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner. 4.9 The services, information, surveys and reports required by Paragraphs 4.5 through 4.8 shall be furnished at the Owner's expense, and the Architect shall be entitled to rely upon the accuracy and completeness thereof. 4.10 Prompt written notice shall be given by the Owner to the Architect if the Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents. 4.11 The proposed language of certificates or certifications requested of the Architect or Architect's consultants shall be submitted to the Architect for review and approval at least 14 days prior to execution. The Owner shall not request certifica- tions that would require knowledge or services beyond the scope of this Agreement. 5 0141-1987 AIA DOCUMENT 8141 • OWNER -ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA ° • ©1987 • THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, NV., WASHINGTON, D.C. 20006 -- 5 ARTICLE 5 CONSTRUCTION COST 5.1 DEFINITION 5.1.1 The Construction Cost shall be the total cost or esti- mated 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 the Con- tractor's overhead and profit. In addition, a reasonable allow- ance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work during construction. 5.1.3 Construction Cost does not include the compensation of the Architect and Architect's consultants, the costs of the land, rights-of-way, financing or other costs which are the respon- sibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, preliminay estimates of Construction Cost and detailed estimates of Con- struction Cost, if any, prepared by the Architect, represent the Architect's best judgment as a design professional familiar with the construction industry. It is recognized, however, that nei- ther 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 ncgotiating 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, unless such fixed limit has been agreed upon in writing and signed by the parties hereto. If such a fixed limit has bccn established, the Architect shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, com- ponent systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the scope of the Project and to include in the Contract Docu- ments alternate bids to adjust the Construction Cost to the fixed limit. Fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. 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 or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the date of submission of the Construction Documents to the Owner and the date on which proposals are sought. 5.2.4 If a fixed limit of Construction Cost (adjusted as pro- vided in Subparagraph 5.2.3) is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall: .1 give written approval of an increase in such fixed limit; .2 authorize rebidding or renegotiating of the Project within a reasonable time; . 3 if the Project is abandoned, terminate in accordance with Paragraph 8.3; or . 4 cooperate in revising the Project scope and quality as required to reduce the Construction Cost. 5.2.5 If the Owner chooses to proceed under Clause 5.24.4, the Architect, without additional charge, shall modify the Con- tract Documents as necessary to comply with the fixed limit, if established as a condition of this Agreement. The modification of Contract Documents shall be the limit of the Architect's responsibility arising out of the establishment of a fixed limit. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. ARTICLE 6 USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER DOCUMENTS 6 he Drawings, Specifications and °Mei' documents e - pared i the Architect for•this Project areiAstrumen ; .f the Architect's rvice for use solely with respect to is Project and, unless ot ise provided, the Architect all be deemed ocuments and shall re all common law, rved rights, ip. uding the copyright. n copies, including repro - Drawings, Specifications and anon with reference in connection the Project. The Archi- ments shall not be or additions to rs, unless ment, the author of thes statutory and other r The Owner shall be perm' d to r ducible copies, of the Archite other documents for infor with the Owner's use tect's Drawings, S used by the 0 this Projec the Arc 0 • occupancy ifications or other r or others nn nther projec r for completion of this Project by ect is adjudged to be in default under this A exc by agreement in writing and with appropriate co ion to the Architect. • • 6.2 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in deroga- tion of the Architect's reserved rights. ARTICLE 7 ARBITRATION 7.1 Claims, disputes or other matters in question between the parties to this Agreement arising out of or relating to this Agree- ment or breach thereof shall be subject to and decided by arbi- tration in accordance with the Construction Industry Arbitra- tion Rules of the American Arbitration Association currently in effect unless the parties mutually agree otherwise. 7.2 Demand for arbitration shall be filed in writing with the other party to this Agreement and with the American Arbitra- tion Association. A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen. In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statutes of limitations. 7.3 No arbitration arising out of or relating to this Agreement shall include, by consolidation, joinder or in any other manner, an additional person or entity not a party to this Agreement, MA DOCUMENT 0141 • oWNEDARcnnEcT AGREEMENT • FOURTEENTH EDITION • AIA. • ©1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 8141-1987 6 except by written consent containing a specific reference to this Agreement signed by the Owner, Architect, and any other person or entity sought to be joined. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent or with a person or entity not named or described therein. The foregoing agree- ment to arbitrate and othcr agreements to arbitrate with an additional person or entity duly consented to by the parties to this Agreement shall be specifically enforceable in accordance with applicable law in any court having jurisdiction thereof. 7.4 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. ARTICLE 8 TERMINATION, SUSPENSION OR ABANDONME 8. not fail s A This Agreement may be terminated by either party ess than seven dayswritten notice should the oth stantially to perform in accordance with the ter ent through no fault of the party initiating the te • 8.2 If t consecuti vices perfo Project is re tably adjuste tion and resu Project is suspended by the Owner for e days, the Architcct shall be compen ed prior to notice of such suspens;• med, the Architect's compensati to provide for expenses incurr ion of the Architect's sera - 3 8.3 This Agree not less than seve event that the Proj is abandoned by the the Architect may ter not ice. nt may he terminated days' written notice t is permanentiv a wner for more inate this Ag 8.4 Failure of the Owner accordance with this Ag,ree nonperformance and cause 8.5 If the Owner fails to m tect for services and expc days' written notice to th vices under this Agreem by the Architect within suspension shall take of a suspension of s to the Owner for cJ of such suspensioyi mak nt pon partyof this nation. • re than 30 ted for set - n. When the shall be equi. in the interrup- es. • . the Owner upon o the Architect in the ndoned. rhc Project ;,A) consecutive days, ement by giving writtcn payments to the Architect in hall be considered substantial ermination. payment when due the Archi- e Architect rnay, upon seven suspend performance of ser - payment in full is received the date of the notice, the rther notice. In the event et shall have no liability d die Owner because es, wne nt. Unles even days feet without vices, the Archit lay or damage eau of services. • 8.6 In the even of termination not the f the Architect s all be compensated for servi to terminatio , together with Reimbursable E and all Ter mation Expenses as defined in Pa It of the Architect, s performed prior enses then due graph 8.7. 8.7 Ter nation Expenses are in addition to co Basic an Additional Services, and include expens directly attributable to termination. Termination Ex be co puted as a percentage of the total compen Services and Additional Services earned to the ti tion, as follows: .1 Twenty percent of the total compensation for and Additional Services earned to date if' termina 'on occurs before or during the predesign, site analysis, Schematic Desi • n Phases. or Basi mi • nsation for s which are enses shall ion for e of ter - IC • rcent of the total compensation f c and Addiu. . ervices earned to if termination occurs during 1 - i • -velopment Phase; or .3 Five percen e total c ation for Basic and Ad Services earned to termination ccurs during any subsequent phase. ARTICLE 9 MISCELLANEOUS PROVISIONS 9.1 Unless otherwise provided, this Agreement shall be gov- erned by the law of the principal place of business of the Architect. 9.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201, General Conditions of the Con- tract for Construction, current as of the date of this Agreement. 9.3 Causes of action between the partics to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall com- mence to run not later ihan either the date of Substantial Com- pletion for acts or failures to act occurring prior to Substantial Completion, or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion. 9.4 The Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, but only to the extent cov- ered by property insurance during construction, except such riQhr.s as I hes' may h;:v? to the proceeds of such insurance as set . . forth in the edition of AIA Document A201, General Conditions of rhe Contract for Construction, current as of the date of this Agreement. The Owner and Architect each shall require similar waivers from their contractors, consultants and agents. 9.5 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, succes- sors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither Owner nor Architect shall assign this Agreement without the written con- sent of the other. 9.6 This Agreement represents the entire and integrated agree - mer -it between the Owner and Architect and supersedes all prior negotiations, representations or agreements, either writ- ten or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. 9.7 Nothing contained in this Agreement shall create a contrac- tual relationship with or a cause of action in favor of a third party against either the Owner or Architect. 9.8 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 expo- sure of persons to hazardous materials in any form at the Project site, including but not limited to asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substances. 9.9 The Architect shall have the right to include representa- tions of the design of the Project, including photographs of the exterior and interior, among the Architect's promotional and professional materials. 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 7 8141-1987 AIA DOCUMENT B141 • OWNER -ARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA t • 01987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, OC. 20006 the spedfic information considered by the Owner to be confi-. dentlal or proprietary. The Owner shall provide professional credit for the Architect on the construction sign and in the pro- motional materials for the Project. ARTICLE 10 PAYMENTS TO THE ARCHITECT 10.1 DIRECT PERSONNEL EXPENSE 10.1.1 Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary con- tributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave holidays, vacations, pensions and similar contributions and benefits. 0.2 REIMBURSABLE EXPENSES 10. 1 Reimbursable Expenses are in addition to compensa- tion • Basic and Additional Services and include exPenses incurred the Architect and Architect's employees/and con- sultants in e interest of the Project, as identified/M.the follow- ing Clauses. of transportation in connection with the connection with authorized out-of-town munications;,and fees paid for secur- having jurisdiction over the Project. 10.2.1.1 Expen Project; expenses travel; long-distance c ing approval of authoriu 10.2.1.2 Expense of repro tions, postage and handling of Drawings, Specifications and o cr documents. 10.2.1.3 If authorized in advance y the Owner, expense of overtime work requiring higher than egular rates. mock-ups requested' 10.2.1.5 Expense of additional insurance cov ge or limits, including professional liability insurance, reque ed by the Owner in excess of that normally carried by the Ar tijtect and Archtteces consultants. /16:2.1.6 Experkse of comput&r:aided,. design and dra tipg I .1,/ equipment time.When used in connection with the Project. \ I 10.2.1.4 Expense of renderings, models by the Owner. 1 PAYMENTS ON ACCOUNT OF BASIC SERVICES / lO.3.Ktn Initial payment as set forth in Paragraph 11.1 is th mlnlmuth.eyment under this Agreement. 10.3.2 Subquent payments for Basic Services shall be made monthly and, here applicable, shall be in proportlem to ser- vices performed iQiin each phase of service, on the basis set forth in Subparagrap 11.2.2. 1 10.3.3 If and to the extht.that the 11m5,it6tially established in Subparagraph 11.5.1 of this mentAs exceeded or extended through no fault of the Archit tycOmpensation for any ser- vices rendered during the additiqaJ period of time shall be computed in the manner set/forth tbparagraph 11.3.2. 10.3.4 When compensatiOn is based or'l‘a percentage of Con- struction Cost and any/portions of the Pr‘eject are deleted or otherwise not constructed, compensation for ihose portions of the Project shaifrfe payable to the extent services are per- formed on th•. e portions, in accordance with the s edule set forth in Su. •aragraph 11.22, based on (I) the lOWCSI h'tlea fide bid or :otiated proposal, or (7) if no such bid or propbsl is recei d, the most recent preliminary estimate of Construction ( • or detailed estimate of Constniction Cost for such por- ns of the Project. 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 10.4.1 Payments on account of the Architect's Additional Services and tor keitii)ursabit. LAI .0 MU; shall be made 1114 $nthly upon presentation of the Architeces,statement of services ren- dered or expenses incurred. 10.5 PAYMENTS WITHHELD 10.5.1 No deductions shall be made from the Architect's com- pensation on account of penalty, liquidated damages or other sums v. ithheld from payments to contractors, or on account of the cost of changes in the Work other than those For which the Architect has been found to bc liable. 10.6 ARCHITECT'S ACCOUNTING RECORDS 10.6.1 Records of Reimbursable Expenses and expenses per- taining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense shall be avail- able to thc Owner or the Owner's authorized representative at . mutually convenient times. AIA DOCUMENT B141 • OWNERARCHITECT AGREEMENT • FOURTEENTH EDITION • AIA• • 01987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE, N.W., WASHINGTON, D.C. 20006 aele B141-1987 8 SECTION V — COORDINATION WITH THE "OWNER" The "CONSULTANT" shall hold conferences throughout the design of the project with representatives of the "OWNER" to the end that the design, as perfected, shall have full benefit of the "OWNER'S" knowledge and be consistent with the current policies and construction practices of the "OWNER". The "OWNER" reserves the right to accept or reject any or all plans, but this stipulation will not relieve the "CONSULTANT' of responsibility for the design of the project. SECTION VI — OFFICE LOCATION FOR REVIEW OF WORK Review of the work as it progresses under this agreement shall be made with the "OWNER" at the City Water & Sewer Maintenance Headquarters, located on Cato Springs Road. SECTION VII — PRELIMINARY SUBMISSION The "CONSULTANT" shall submit three (3) sets of preliminary plans and three (3) copies of the final plans for field inspections. SECTION VIII — FINAL SUBMISSION The final submission for the construction contract shall consist of the following: A. One (1) copy of all design calculations B. The originals of all drawings, specifications and contract documents. All design drawings on CADD shall be submitted on disks compatible with Auto- CADD hardware. C. The estimated cost of construction and a detailed estimate of the time, in calendar days, required for completion of the contract. SECTION IX — "CONSULTANT"'S RESPONSIBILITY DURING CONSTRUCTION During the construction phase of work the "CONSULTANT" shall perform all inspections necessary to assure the contractor has met all requirements of the design plans and specifications, and shall prepare construction estimates for payment to the contractor based on the actual quantities of contract items completed and accepted. SECTION X — SUBCONTRACTING Subcontracting by the "CONSULTANT" of any of the services provided herein, other than the subcontract with as attached to this agreement shall reqture pnor approval by the "OWNER". - 5 - SECTION XI — TIME OF BEGINNING AND COMPLETION The "CONSULTANT" shall begin work Under this agreement within ten (10) days of wntten notice to proceed and shall complete the plans for the construction contract within 180 calendar days. The above completion time is predicated upon the fact that the "OWNER" will cause to be processed, approvals of interim work in an expeditious manner. SECTION XII- FEES AND PAYMENTS For, and in consideration of the services to be rendered by the "CONSULTANT", the "OWNER" shall pay, and the "CONSULTANT" shall receive, reimbursement of all salary costs, overhead, and fees at rates paid by the "CONSULTANT" dunng the contract period including, a not to exceed upper limit contract amount of $231 005.00 consisting of amounts: Title I services $177,579 including a fixed fee of $23,162 55, and Title II services of $30,336 which includes a 2.64 multiplier for actual approved salaries; also estimated Topographic/Legal Survey of $10,500.00, Soils Investigation of $5,000.00, and reproduction costs of $7,590.00. The basis of this upper limit and justification for the fee is contained in Appendix "A", attached hereto. Adjustment of the upper limit may be made should the "CONSULTANT" establish, and the "OWNER" agree that there has been, or is to be, a significant change in (1) scope, complexity, or character of the services to be performed; (2) conditions under which the work is required to be performed; (3) duration of work, if changed from the time period specified in the agreement for completion of work warrants such adjustment. The following schedule covers the classification of personnel and the salary range for all personnel anticipated to be assigned to this project by the "CONSULTANT" for Title I services. CLASSIFICATION SCHEDULE OF SALARY RANGE See attached APPENDIX "A" Cromwell Architects Engineers fee proposal Water Operations Center April 20, 1998 Is hereby made apart of this contract. Overtime, when authorized by the "OWNER", shall be at a rate of time and one-half for all sub -professional employees. All miscellaneous expendable supplies normally required by the "CONSULTANT" in their perfortnance of these sernces will be purchased by the "CONSULTANT", who will be reimbursed by the "OWNER". These statements shall be substantiated by a progress report prepared by the "CONSULTANT" and submitted with each statement. - 6 - Final payment of Title I & Title II services shall be made upon the "OWNER's" approval and acceptance upon the satisfactory completion of the project. Title II will be paid on a basis of a 2.64 multiplier of actual costs. SECTION XIII - CHANGES The "OWNER" may, at any time, by written order, make changes within the general scope of the contract in the work and services to be performed. If any such change causes an increase or decrease in the cost of, or the time required for, performance of this contract, an equitable increase or decrease shall be made in the upper limit contract amount, including fee or time of required performance, or both; and the contract shall be modified in writing accordingly. Any claim by the "CONSULTANT" for adjustment under this clause must be asserted within thirty (30) days from the date of receipt by the "CONSULTANT" of the notification of change; provided, however, that the "OWNER", if it decides that the facts justify such action, may receive and act upon any such claim asserted at any time prior to the date of final payment under this contract. Failure to agree to any adjustment shall be cause for a dispute concenung a question of fact within the meaning of the clause of this contract entitled section XVII — MISCELLANIOUS PROVISIONS, (1) Dispute Resolutions However, nothing in this clause shall excuse the "CONSULTANT" from proceeding with the contract as changed SECTION XIV - OWNERSHIP OF DOCUMENTS All documents, including original drawings, disks of CADD drawings and cross- sections, estimates, specification field notes, and data are, and will remain the property of the "OWNER". The "CONSULTANT" may retain reproduced copies of drawings and copies of other documents. SECTION XV - POSTPONEMENT OR CANCELLATION OF THE CONTRACT It is understood that the OWNER" will have the right to suspend or cancel the work any time. A. Postponement -- Should the "OWNER", for any reason whatsoever, decide to postpone the work at any time, the "OWNER" will notify the "CONSULTANT", who will immediately suspend work. Should the "OWNER" decide during such suspension not to resume the work, or should such suspension not be terminated within a year, the work shall be cancelled as herein after provided. B. Cancellation - Should the "OWNER", for a reason whatsoever, decide to cancel or to terminate the use of the "Consultant's" service, the "OWNER" will give thirty (30) days written notice thereof to the "CONSULTANT" who will immediately terminate work. If the "OWNER" so selects, the "CONSULTANT" may be instructed to bring to a reasonable stage of completion those items whose value would otherwise be lost The "CONSULTANT" shall turn over all data, charts, survey notes, figures, drawings and other records or information collected or produced hereunder whether partial or complete. Upon such termination of the "CONSULTANT" services the "CONSULTANT" shall be paid a proportional amount of the total fee, less pnor partial payments, based on the ratio of work done to the total amount of work to be performed. SECTION XVI - ACCESS TO RECORDS The "CONSULTANT" and any subcontractor are to maintain all books, documents, papers, accounting records, and other evidence pertaining to cost incurred and to make such matenals available at their respective offices at all reasonable times during the contract period and for three (3) years from the date of final payment under this contract. SECTION XVII - MISCELLANEOUS PROVISIONS 1. Dispute Resolution - Any dispute concerning a question of fact in connection with the work shall be referred for determination to the Mayor of the City of Fayetteville whose decisions in the matter shall be final and conclusive. 2. Responsibility for Claims and Liability - the "CONSULTANT" shall save harmless the "OWNER" from all claim and liability due to its activities, or those subcontractors, its agents, or its employees during the time this contract is in force. 3. General Compliance with Laws - the "CONSULTANT" shall comply with all federal, state and local laws and ordinances applicable to the work. It shall be a professional Architect and Engineer, licensed in the State of Arkansas. 4. "CONSULTANT 's" Endorsement - The "CONSULTANT" shall endorse and recommend all plans, specifications, estimates, and Architectural and Engineenng data furnished by it. All design shall be checked in accordance with accepted Architectural and Engineering practices. All planned quantities shall be checked and verified. SECTION XVIII - SUCCESSORS AND ASSIGNS The "OWNER" and the "CONSULTANT" each binds itself and its partners, successors, executors, administrators, an assigns to the other party of this agreement, except as above, neither the "OWNER" nor the "CONSULTANT" shall assign, sub -let or transfer its interest in this agreement without written consent of the other. Nothing herein shall be construed as creating any possible personal liability on the part of any officer or agent of the public body which may be party hereto. SECTION XIX - COVENANT AGAINST CONTINGENT FEES The "CONSULTANT" warrants that it has not employed or retained by company or person, other than a bonafide employee working solely for the "CONSULTANT", to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bonafide employee working solely for the "CONSULTANT", any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this contract. - 8 - For breach or file violation of this warranty, the "OWNER" shall have the nght to annul this contract without liability. IN WITNESS HEREOF, the parties hereto have caused this agreement to be duly executed as of the date and year first herein written. CRO By ,i CTSNGliNdEEtIlS p Lt