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HomeMy WebLinkAbout101-01 RESOLUTION• • RESOLUTION NO.101-01 A RESOLUTION APPROVING A SUB -RECIPIENT GRANT AGREEMENT BETWEEN THE CITY OF FAYETTEVILLE AND QUALITY OF LIFE ASSOCIATES INCORPORATED TO PROVIDE FOR ARCHITECTURAL SERVICES ASSOCIATED WITH THE CONSTRUCTION OF A FACILITY FOR THE RETRAINING OF PEOPLE WITH TRAUMATIC BRAIN INJURIES. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS - Section 1. That the City Council hereby Approves a Sub -Recipient Grant Agreement between the City of Fayetteville and Quality Of Life Associates Incorporated to provide for architectural services associated with the construction of a facility for the retraining of people with traumatic brain injuries. A copy of the agreement is attached hereto marked Exhibit "A" and made a part hereof. Section 2. That the City Council authorizes the Mayor or his duly authorized representative to sign said Sub -Recipient Grant Agreement with Quality Of Life Associates Incorporated. PASSED AND APPROVED this 17 th day of July, 2001. ATTEST: By:�!i(iyi/st EATHER WOODRUFF, Ci`G9 Clerk APPROVED: By: afri„, ,��DAN COOY, Mayor 6 1 • E • EXHIBIT A An COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM SUB -RECIPIENT GRANT AGREEMENT This Agreement, is entered into on this day , 2001, between the City of Fayetteville, Arkansas, hereinafter known as the "City", and Quality of Life Associates Incorporated (QLA) hereinafter known as "QLA" an Arkansas non-profit corporation. WHEREAS the City has received funding from the U.S. Department of Housing and Urban Development (HUD) for Community Development Block Grant (CDBG) funds from the CDBG Entitlement Cities program established under Title I of the Housing and Community Development Act of 1974, as amended, and the rules, regulations, policy memoranda, and other authority thereunder collectively, the "Act", and administered by the City; WHEREAS the Act contains certain requirements regarding the use of CDBG funds to fulfill a "national objective" as defined in the Act; the national objective to be fulfilled by QLA is: benefitting low to moderate income persons with physical and cognitive disabilities. WHEREAS the Act prohibits discrimination under any program or activity funded with CDBG monies on the basis of race, color, national origin, sex, age or handicap; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the City and QLA agrees as follows; 1. The City hereby designates QLA and QLA hereby agrees to serve as the sub -recipient of the City's CDBG Entitlement Grant and to administer such grant in accordance with this agreement, and the Act. 2. QLA certifies that the activities carried out with funds provided under this Agreement will meet the CDBG Program's National Objective. 3. Upon execution of this agreement, the City agrees to allocate One Hundred Thousand Dollars ($100,000.00) from the 2001 CDBG to QLA but to be paid directly to Musso & Associates, Architects for architectural services. 4. This Agreement shall begin on the first day written above. 5. Statement of work: The architect shall; (a) Develop a planning and design program which will include a listing of all required spaces, areas, and facilities In addition, criteria will be established for each space with respect to area, volume, furnishings, lighting and comfort conditions. Prepare drawings that indicate functional relationships and proper adjacency relationships. • • SUB -RECIPIENT GRANT AGREEMENT PAGE 2 OF 7 (b) Provide a written statement outlining the operational and financial aspects of the project. (c) Prepare a schematic design based on the program criteria and QLA's general objectives and financial considerations. (d) Provide a set of drawings that finalize the general expectations of the project. The drawings will be more detailed and will identify all of the design concepts including the complete scope of the project and work, coordination of the requirements of all trades involved, and a review of the specific materials being considered. (e) Provide initial engineering data and preliminary specifications. 6. Other requirements: The architect shall furnish to QLA and the City a copy of all drawings, plans, invoices and documentation in regards to this Agreement. 7. Scope of Services, QLA agrees to: Have a Transitional Housing and Support Facilities designed by Musso & Associates, Architects. (a) Describe the project particulars: The architect shall provide i. Development of a planning and design program which will include a listing of all required spaces, areas and facilities. ii. A written statement outlining the operational and financial aspects of the project. iii. Prepare a Schematic Design based on the program criteria. iv. Design Development phase shall provide a set of drawings that finalize the general expectations of the project. (b) Describe other responsibilities directly or indirectly related to the project. At the completion of each portion of the project the architect shall submit an original invoice to the Community Development Division and a copy to QLA. (c) To make available all records for review by the City, and HUD personnel as requested. (d) To furnish to the City: A summary report on the progress of the project and their budget and fund raisers on a quarterly basis. • • SUB -RECIPIENT GRANT AGREEMENT PAGE 3 OF 7 (e) To comply with all applicable federal, state, and local laws and regulations pertaining to the performance of the CDBG grant, including but not limited to; * Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq.), and Implementing regulations in 24 CFR Part 1, Together with section 109 of the Act (see 560.602), prohibit discrimination in any program or activity Funded in whole or in part with funds made available under this part. * 24 CFR Part 570.502 Grant Administration. * 24 CFR Part 570.607 Employment & Contracting Opportunities for low income persons. * 24 CFR 570.611 Conflict of Interest * 24 CFR 570.614 Architectural Barriers Act of 1968 (42 U.S.C. 4151-4157) & Americans With Disabilities Act (42 U.S.C. 12131; 47 U.S.C. 155, 201, 218 and 225) (ADA) (0 To submit to the City any and all documents demonstrating compliance with all federal, state and local rules and regulations. Such demonstrations shall be provided at the request of the City. The city's failure to request supporting documentation, however, shall not excuse any failure on QLA's part to have complied with the applicable federal, state, and local rules and regulations. (g) That all contracts for services and procurement for materials shall be carried out in compliance with applicable federal, state, and local rules and regulations. (h) That authorized city, state, and federal officials and representatives will have access to all books, accounts, records, files, and other papers, items or property pertaining to the project in order to make audits, examinations, excerpts and transcripts 8. Records and Reports (a) QLA shall maintain sufficient records of beneficiary data with regard to the number of low -to -moderate income persons benefitting from the project. Such records will include as a minimum the following information; * Age, gender, and race. * Monthly/Annual income. * Size of family. (b) QLA agrees to provide a report on a quarterly basis. The report will contain information relevant to the project. (c) QLA agrees to maintain records and reports related to the project for a period of not less than five years following the term of the Agreement. • • • SUB -RECIPIENT GRANT AGREEMENT PAGE 4 OF 7 9. For the purposes of this Agreement, the Project Coordinator for the City shall be Don Hancock or his successor. The Project Coordinator for QLA shall be Jack Alexander or his successor. Communications pertaining to this agreement shall be through the respective Project Coordinators for the City and QLA. 10. Terms of Performance: (a) The term of performance for this agreement shall expire upon the expenditure of the funding allocated for the architect. If this agreement is terminated or canceled in accordance with the terms, conditions, and procedures of this Agreement, within (30) days after termination of this agreement, QLA shall provide and turn over to the City all materials, books, accounts, records, files and other papers, or items pertaining to the project. (b) (c) The City may consider an extension of the term of performance based on justifiable circumstances beyond the control of QLA. QLA shall make application and submit documentation to the City regarding such circumstances, and a proposal for the new time of constitute an amendment to the agreement. QLA shall hold harmless, defend and indemnify the City from any and all claims, actions, suits, charges and judgements whatsoever that arise out of QLA's performance or nonperformance of the services or subject matter called for to this 11. Budget. (a) It is expressly agreed and understood that the total amount to be paid to Musso & Associates, Architects on behalf of QLA shall not exceed One Hundred Thousand Dollars ($100,000.00). (b) The architect shall render to QLA and the Community Development Division a Request for Payment at the end of each phase. The Community Development Division shall make all checks payable directly to Musso & Associates, Architects. 12. CDBG Assets. (a) Upon expiration or termination of this agreement, all CDBG funded assets on hand at the time of expiration, and any accounts receivable attributable to the use of CDBG funds, shall revert to the City to be disposed of in accordance with applicable federal rules, laws and regulations governing the disposition of property, assets and equipment purchased with federal funds. • • SUB -RECIPIENT GRANT AGREEMENT PAGE 5 OF 7 13. Uniform Administrative Requirements (a) QLA shall conform to the requirements of OMB Circular No. A-122, Cost Principals for Non -Profit Organizations. (b) QLA shall Conform to the requirements of OMB Circular No. A-133, Audits of States, Local Governments, and Non -Profit Organizations. 14. Program Income: QLA agrees that any Program Income as defined by the Act generated by the project and pursuant to this agreement shall be administered as required by the Act and may be expended only upon prior notification and approval of the City. 15. Notices: All notices required or permitted under this agreement shall be submitted in writing to the other party to this agreement, by certified mail, return receipt requested, which notice shall be effective three (3) days after deposit therein addressed to the following: City of Fayetteville Community Development Division Quality Of Life Associates Yolanda Fields J 11 Alexander Community Development Coordinator Project Director 113 W. Mountain St. 833 N. Jintown Rd. Fayetteville, AR 72701 Mulberry, Arkansas 722947 16. Conflict of Interest: QLA represents that none of its employees, officers, or directors presently have any interest, either direct or indirect, which would conflict in any manner with QLA's performance or procurement under this Agreement, and that no person having such interest will be appointed or employed by QLA. 17. Tax Exempt Status: Attached hereto as Exhibit C by this reference and made part hereof is a copy of correspondence from the Internal Revenue Service dated July 30, 2000, confirming the 501(c)(3) tax exempt status of QLA. 18. Suspension and Termination (a) Remedies for noncompliance. In accordance with 24 CFR 85.43 of the Act, if QLA materially fails to comply with any term of an award, whether stated in a Federal statute or regulation, an assurance, in a State plan or application, a notice of award, or elsewhere, the awarding agency may take one or more of the following actions, as appropriate in the circumstances: • • SUB -RECIPIENT GRANT AGREEMENT PAGE 6 OF 7 * Temporarily withhold cash payments pending correction of the deficiency by QLA or more severe enforcement action by the City, * Disallow (that is, deny both use of funds and matching credit for) all or part of the cost of the project, activity, or action not in compliance * In whole or partly suspend or terminate the current award for QLA project, * Withhold further awards for the project, or take other remedies that may be legally available. (b) In taking an enforcement action, the City will provide QLA an opportunity for appeal, or other administrative proceedings to which QLA is entitled under statute or regulation applicable to the action involved. (c) Costs of the QLA resulting from obligations incurred by QLA during a suspension or after termination of an award are not allowable unless the City expressly authorizes them in the notice of suspension or termination or subsequently. Other QLA costs during suspension or after termination which are necessary and not reasonably avoidable are allowable if: * The costs result from obligations which were properly incurred by QLA before the effective date of suspension or termination, are not in Anticipation of it, and, in the case of a termination, are noncancellable, and, * The costs would be allowable if the award were not suspended or expired normally at the end of the funding period in which the termination takes effect. (d) Relationship to debarment and suspension. The enforcement remedies identified in this section, including suspension and termination, do not preclude QLA from being subject to "Debarment and Suspension" under E.O. 12549 (see 24 CFR 85 35 of the Act). (e) The City's failure to enforce any term or condition of this Agreement shall not be construed as acceptance of QLA's non-compliance pursuant to this agreement and the City reserves the right to enforce a finding of non-compliance at any later time during the term of this Agreement. (f) Termination for convenience. Except as provided in 24 CFR 85.43 award may be terminated in whole or in part only as follows: * By the City with the consent of QLA in which case the two parties shall agree upon the termination conditions, including the effective date and in the case of partial termination, the portion to be terminated, or * By QLA upon written notification to the City, setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. However, if, in the case of a partial termination, the City determines that the remaining portion of the award will not accomplish the purposes for which the award was made, the City may terminate the award in its entirety. • • • SUB -RECIPIENT GRANT AGREEMENT PAGE 7 OF 7 19. Binding Effect: This Agreement shall be binding upon and shall ensure to the benefit of the parties hereto and their respective heirs and assigns; provided, however, that no assignment shall be effective to relieve a party of any liability under this Agreement unless the other party has consented in writing to the assignment and agreed to the release of such liability. The City and QLA hereby acknowledge receipt of a duly executed copy of this Agreement complete with all Exhibits attached hereto. IN WITNESS WHEREOF, we have hereunto set our hands on the date first written above. Quality Of 'fe Associ : tes, Inc. J.D. Alexan'er, Project Director TT A�: Y: //�7. /Or Renee Baker, Accounting Clerk City of Fayetteville Dan Coody, Mayor ATTEST BY: Hbather Woodruff, City Clerk NAME OF FILE: Resolution No. 101-01 1 CROSS REFERENCE: 07/17/01 Resolution No. 101-01 Exhibit "A" (Community Development Block Grant Program Sub - Recipient Grant Agreement with Quality of Life Associates Incorporated (QLA) 06/26/01 Abbreviated Standard Form of Agreement Between Owner & Architect (Quality of Life Associates, Incorporated & Musso & Associates, Architects) 07/28/00 Copy of Letter of Determination from Department of the Treasury Internal Revenue Service) 07/05/01 Memo to Mayor Dan Coody and City Council from Hugh Eamest, Urban Development Director regarding Quality of Life Associates 05/31/01 Departmental Correspondence to Dan Coody, Mayor, thru Yolanda Fields, Community Development Coordinator, from Don Hancock, Housing Rehabilitation Specialist, regarding Sub -Recipient Grant Agreement 06/18/01 Copy of the purchase requisition to Musso & Associates, Architects 07/17/01 Staff Review Form 07/23/01 Departmental Correspondence to Yolanda Fields, Community Development, from Heather Woodruff, City Clerk NOTES: • 1997 TION AIA DOCUMENT B151-1997 Abbreviated Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the Twenty -Sixth day of in the year 2001 (In words, indicate day, month and year) BETWEEN the Architect's client identified as the Owner: (Name, address and other information) and the Architect: (Nance, address and other information) For the following Project: (Include detailed description of Project) June This document has impor- tant legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. Quality Of Life Associates, Incorporated J. D. Alexander, Project Director 833 N. JIntown Road Mulberry, Arkansas, 72947 Musso & Associates, Architects Nicholas S. Musso, AIA 6308 Patton Street New Orleans, Louisiana 70118 Transitional Housing & Support Facilities for Traumatic Brain Injury Clients Fayetteville, Arkansas The project includes the planning and design for the construction of 24 independent living units, a central or common support building and all related site development, including parking, roadways, utilities, drainage and other support amenities to facilitate long term housing focused on the re -integration of Adult TBI clients back into the community. The Owner and Architect agree as follows. Copyright 1974, 1978, 1987, ©1997 by The American Institute of Architects. Reproduction of the material herein or sub- stantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will subject the violator to legal prosecution. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. 1 ©1997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER - ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 s 0 • • • 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, 3 and 12. 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 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. 1.4 The services covered by this Agreement are subject to the time limitations contained in Subparagraph 11.5.1. For the Scope of Architect's Services see Article 12 ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES 2.1 DEFINITION 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 structural, 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 limitations 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 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. 2.2.5 The Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area, volume or similar conceptual estimating techniques. 2.3 DESIGN DEVELOPMENT PHASE 2.31 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 doc- uments to fix and describe the size and character of the Project as to architectural, structural, 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. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. 2 0 1 9 9 7 AIA, AIA DOCUMEhf B151-1997 ABBREVIATED OWNER - ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 ®1997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER - ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 • • 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 consisting of Drawings and Specifications setting forth in detail the requirements for the construction of the Project. 2.4.2 The Architect shall assist the Owner in the preparation of the necessary bidding information, bidding forms, the Conditions 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 indicated 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. C' ...,i+;ra 20, esai1'e , '=a .; !a'i to ec na2 ;rt . 2.5 BIDDING OR NEGOTIATION PHASE 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 2.6.1 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the initial Contract for Construction and terminates at the earlier of the issuance to the Owner of the final Certificate for Payment or 6o days after the date of Substantial Completion of the Work. 2.6.2 The Architect shall provide administration of the Contract for Construction as set forth below and in the edition of AIA Document Azo1, General Conditions of the Contract for Construction, current as of the date of this Agreement, unless otherwise provided in this Agreement. Modifications made to the General Conditions, when adopted as part of the Contract Documents, shall be enforceable under this Agreement only to the extent that they are consistent with this Agreement or approved in writing by the Architect. 2.6.3 Duties, responsibilities and limitations of authority of the Architect under this Paragraph 2.6 shall not be restricted, modified or extended without written agreement of the Owner and Architect with consent of the Contractor, which consent will not be unreasonably withheld. 2.6.4 The Architect shall be a representative of and shall advise and consult with the Owner during the administration of 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 amendment. 2.6.5 The Architect, as a representative of the Owner, shall visit the site at intervals appropriate to the stage of the Contractor's operations, or as otherwise agreed by the Owner and the Architect in Article 12, (1) to become generally familiar with and to keep the Owner informed about the progress and quality of the portion of the Work completed, (2) to endeavor to guard the Owner against defects and deficiencies in the Work, and (3) to determine in general if the Work is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. • • • continuous on-site inspections to check the quality or quantity of the Work. The Architect shall neither have control over or charge of, nor be responsible for, the 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 rights and responsibilities under the Contract Documents. 2.6.6 The Architect shall report to the Owner known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor. However, the Architect shall not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of and shall not be responsible for acts or omissions of the Contractor, Subcontractors or their agents or employees, or of any other persons or entities performing portions of the Work. 2.6.7 The Architect shall at all times have access to the Work wherever it is in preparation or progress. 2.6.8 Except as otherwise provided in this Agreement or when direct communications have been specially authorized, the Owner shall endeavor to communicate with the Contractor through the Architect about matters arising out of or relating to the Contract Documents. Communications by and with the Architect's consultants shall be through the Architect. 2.6.9 CERTIFICATES FOR PAYMENT 2.6.9.1 The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such amounts. 2.6.9.2 The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's evaluation of the Work as provided in Subparagraph 2.6.5 and on the data comprising the Contractor's Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject (0 to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, (2) to results of subsequent tests and inspections, (3) to correction of minor deviations from the Contract Documents prior to completion, and (4) to specific qualifications expressed by the Architect. 2.6.9.3 The issuance of a Certificate for Payment shall not be a representation that the Architect has (t) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers 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. 2.6.10 The Architect shall have authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect shall have authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, 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 exercise 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 persons or entities performing portions of the Work. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. 4 01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER - ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 ®1997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER - ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 • 2.6.11 The Architect shall review and approve or take other appropriate action upon the 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 activities of the Owner, Contractor or separate contractors, while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determin- ing the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as 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 any 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. 2.6.12 If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Architect shall specify appropriate performance and design criteria that such services must satisfy. Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor shall bear such professional's written approval when submitted to the Architect. The Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals. 2.6.13 The Architect shall prepare Change Orders and Construction Change Directives, with sup- porting 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 consistent 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 from the Contractor and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract Documents and assembled by the Contractor, and shall issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. 2.6.15 The Architect shall interpret and decide matters concerning performance of the Owner and Contractor under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests shall be made in writing with- in any time limits agreed upon or otherwise with reasonable promptness. 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 draw- ings. When making such interpretations and initial decisions, the Architect shall endeavor to secure faithful performance 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 shall render initial decisions on claims, disputes or other matters in question between the Owner and Contractor as provided in the Contract Documents. However, the Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. 5 WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. • • 2.6.18 The Architect's decisions on claims, disputes or other matters in question between the Owner and Contractor, except for those relating to aesthetic effect as provided in Subparagraph 2.6.17, shall be subject to mediation and arbitration as prodded 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 commencing 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 Additional Services are not required, the Architect shall have no obligation to provide those services. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.23 If more extensive representation at the site than is described in Subparagraph 2.6.5 is required, the Architect shall provide one or more Project Representatives to assist in carrying 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 compensated 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 presence at the site of such Project Representatives, the Architect shall endeavor to provide further protection 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 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. 3.3.2 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, except for services required under Subparagraph 5.2.5. 3.3.3 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. 3.3.4 Providing services in connection with evaluating substitutions proposed by the Contractor and making subsequent revisions to Drawings, Specifications and other documentation resulting therefrom. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. 6 0' owl?? ®1997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER - ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 01997 AIA® AIA DOCUMENT 8151-1997 ABBREVIATED OWNER - ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 • • 3.3.5 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. 3.3.6 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. 3.3.7 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, a dispute resolution proceeding or a 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, negotiation or construction prior to the completion of the Construction Documents Phase. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing analyses of the Owner's needs and programming the requirements of the Project. 3.4.2 Providing financial feasibility or other special studies. 3.4.3 Providing planning surveys, site evaluations or comparative studies of prospective sites. 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 Owners own forces and coordination 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 construction 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 the selection, procurement or installation of furniture, furnishings and related equipment. 7 WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. • • 3.4.14 Providing services for planning tenant or rental spaces. 3.4.15 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities. 3.4.16 Preparing a set of reproducible record drawings showing significant changes in the Work made during construction based on marked -up prints, drawings and 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 Certificate for Payment, more than 6o days after the date of Substantial Completion of the Work. 3.4.19 Providing services of consultants for other than architectural, structural, mechanical and electrical engineering portions 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 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. The Owner shall furnish to the Architect, within 15 days after receipt of a written request, information necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights. 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. 4.3 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. Such services may include but are not limited to test borings, test pits, WARNING: Unlicensed photocopying violates US. copyright laws and will subject the violator to legal prosecution. 8 01997 AIA® AIA DOCUMENT 8151-1997 ABBREVIATED OWNER - ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER - ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 • • 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 Paragraph 4.5 when such services are requested by the Architect and are reasonably required by the scope of the Project. 4.7 The Owner shall furnish structural, mechanical, and chemical tests; tests for air and water pollution; tests for hazardous materials; and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. 4.8 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. Such services shall include 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 4.4 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 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, including the costs of management or supervision of construction or installation provided by a separate construction manager or contractor, plus a reasonable allowance for their overhead and profit In addition, a reasonable 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 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, 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. 9 WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. • • 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 been established, the Architect shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component 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 Documents alternate bids as may be necessary 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. 5.2.4 If a fixed limit of Construction Cost (adjusted as provided 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 terminate in accordance with Paragraph 8.5; 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 5.2.4.4, the Architect, without additional compensation, shall modify the documents for which the Architect is responsible under this Agreement as necessary to comply with the fixed limit, if established as a condition of this Agreement. The modification of such documents without cost to the Owner shall be the limit of the Architect's responsibility under this Subparagraph 5.2.5. 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 INSTRUMENTS OF SERVICE 6.1 Drawings, specifications and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are Instruments of Service for use solely with respect to this Project. The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service and shall retain all common law, statutory and other reserved rights, including copyrights. 6.2 Upon execution of this Agreement, the Architect grants to the Owner a nonexclusive license to reproduce the Architect's Instruments of Service solely for purposes of constructing, using and maintaining the Project, provided that the Owner shall comply with all obligations, including prompt payment of all sums when due, under this Agreement. The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement. Any termination of this Agreement prior to completion of the Project shall terminate this license. Upon such termination, the Owner shall refrain from making further reproductions of Instruments of Service and shall return to the Architect within seven days of termination all originals and reproductions in the Owner's possession or control. If and upon the date the Architect is adjudged in default of this Agreement, the foregoing license shall be deemed terminated and replaced by a second, nonexclusive license permitting the Owner to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the Instruments of Service solely for purposes of completing, using and maintaining the Project. WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution. 10 ®1997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER - ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 01997 AIA® AIA DOCUMENT B151-1997 ABBREVIATED OWNER - ARCHITECT AGREEMENT The American Institute of Architects 1735 New York Avenue, N.W. Washington, D.C. 20006-5292 • • 6.3 Except for the licenses granted in Paragraph 6.2, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. However, the Owner shall be permitted to authorize the Contractor, Subcontractors, Sub -subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work by license granted in Paragraph 6.2. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the Architect's consultants. The Owner shall not use the Instruments of Service for future additions or alterations to this Project or for other projects, unless the Owner obtains the prior written agreement of the Architect and the Architect's consultants. Any unauthorized use of the Instruments of Service shall be at the Owner s sole risk and without liability to the Architect and the Architect's consultants. 6.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing to the Architect any electronic data for incorporation into the Instruments of Service, the Owner and the Architect shall by separate written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations or licenses not otherwise provided in this Agreement. ARTICLE 7 DISPUTE RESOLUTION 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 arbitration or 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 or by arbitration. 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 request may be made concurrently with the filing of a demand for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of 6o 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 ARBITRATION 7.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to arbitration. Prior to arbitration, the parties shall endeavor to resolve disputes by mediation in accordance with Paragraph 7.1. 7.2.2 Claims, disputes and other matters in question between the parties that are not resolved by mediation shall be decided by arbitration which, unless the parties mutually agree otherwise, shall 11 O WARNING: Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution.