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HomeMy WebLinkAboutR-2004-185 Wardell Architects, P.S. AgreementRESOLUTION NO. R-2004- 185 A RESOLUTION authorizing and directing the City Manager of the City of Yakima to execute an architectural services agreement with Wardell Architects, P.S. to provide architectural services for improvements to the Transit Center. WHEREAS, the City desires to expand the Transit Center by approximately 300 square feet and make other improvements; and WHEREAS, the City requires professional architectural services in order to improve the Transit Center; and WHEREAS, the City does not have the specialized expertise to provide said architectural services; and WHEREAS, Wardell Architects, P.S. has the experience and expertise necessary to provide said architectural services and is willing to provide such services in accordance with the terms and conditions of the attached agreement; and WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to authorize execution of the attached architectural services agreement with Wardell Architects, P S. for professional architectural services to improve the Transit Center, now, therefore; BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager of the City of Yakima is hereby authorized and directed to execute the attached and incorporated "Abbreviated Standard Form of Agreement Between Owner and Architect" between the City of Yakima and Wardell Architects, P.S. for the provision of professional architectural services to improve the Transit Center. ADOPTED BY THE CITY COUNCIL this 7th day of December, 200 ATTEST: City Clerk Paul P. George, Mayor fAIA TM Document A101 -1997 Standard Form of Agreement Between Owner and Contractor where the basis of payment is a STIPULATED SUM 1 AGREEMENT made as of the Thirty-first day of January in the year of Two Thousand and Five (In words, indicate day, month and year) BETWEEN the Owner: (Name, address and other information) City of Yakima 129 North 2nd Street Yakima, WA 98901 and the Contractor: (Name, address and other information) Mountain States Construction Co. PO Box 918 803 Scoon Road Sunnyside, WA 98944 The Project is: (Name and location) Yakima Transit Center Addition 200 Block of South 4th Street Yakima, Washington The Architect is: (Name, address and other information) Wardell Architects, P.S. 509 West Chestnut Yakima, WA 98902 The Owner and Contractor agree as follows. ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document A201-1997, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified. This document has been approved and endorsed by The Associated General Contractors of America. AIA Document A101 TM -1997. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1980, 1987, 1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:04:36 on 01/26/2005 under Order No.1000107017_1 which expires on 3/21/05, and is not for resale. User Notes: (1738751482) ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement; these form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 8. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 3.1 The date of commencement of the Work shall be the date of this Agreement unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner. (Insert the date of commencement if it differs from the date of this Agreement or, if applicable, state that the date will be fixed in a notice to proceed.) The commencement date will be fixed in a notice to proceed. If, prior to the commencement of the Work, the Owner requires time to file mortgages, mechanic's liens and other security interests, the Owner's time requirement shall be as follows: N/A § 3.2 The Contract Time shall be measured from the date of commencement. § 3.3 The Contractor shall achieve Substantial Completion of the entire Work not later than 90 days from the date of commencement, or as follows: (Insert number of calendar days. Alternatively, a calendar date may be used when coordinated with the date of commencement. Unless stated elsewhere in the Contract Documents, insert any requirements for earlier Substantial Completion of certain portions of the Work.) Portion of Work N/A Substantial Completion Date , subject to adjustments of this Contract Time as provided in the Contract Documents. (Insert provisions, if any, for liquidated damages relating to failure to complete on time or for bonus payments for early completion of the Work.) For each calendar day after the contracted date fixed for substantial completion of the project, as adjusted by change order, if applicable, that the work remains uncompleted, the Contractor agrees to pay and authorizes the Owner to deduct from any money due, or coming due to the Contractor the sum of $200.00 as liquidated damages, not as a penalty; provided that nothing contained herein shall preclude Owner from recovering actual damages in a greater amount where the same are proven by a preponderance of the evidence. .1 The time between the date established as Substantial Completion and the date fixed as Final Completion shall not exceed 30 calendar days. .2 The right of the Owner to impose liquidated damages is not affected by partial completion, occupancy, or beneficial occupancy. .3 Liquidated damages do not relieve the Contractor from liability for damages due to other breaches. The Contractor, by submitting its bid, assumes responsibility for liquidated damages and believes them to be reasonable. AIA Document A101 TM - 1997. Copyright © 1915, 1918, 1925, 1937, 1951 1958, 1961, 1963, 1967, 1974, 1977, 1980, 1987, 1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:04:36 on 01/26/2005 under Order No.1000107017_1 which expires on 3/21/05, and is not for resale. User Notes: (1738751482) Disagreement with the amount or conditions of liquidated damages are waived unless articulated in writing at the time of the bid. ARTICLE 4 CONTRACT SUM § 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract. The Contract Sum shall be a construction cost of Eighty-three Thousand Ninty-three Dollars and Ninty- seven Cents ($83,093.97) plus Washington State Sales Tax at 7.0% of Six Thousand Five Hundred Sixty-four Dollars and Forty-two Cents ($6,564.42) for a total cost of Eighty-nine Thousand Six Hundred Fifty-eight Dollars and Thirty-nine Cents ($ 89,658.39 ), subject to additions and deductions as provided in the Contract Documents. § 4.2 The Contract Sum is based upon the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: (State the numbers or other identification of accepted alternates. If decisions on other alternates are to be made by the Owner subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date when that amount expires) None § 4.3 Unit prices, if any, are as follows: Description Units Price ($ 0.00) None ARTICLE 5 PAYMENTS § 5.1 PROGRESS PAYMENTS § 5.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. § 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: § 5.1.3 Provided that an Application for Payment is received by the Architect not later than the Tenth day of a month, the Owner shall make payment to the Contractor not later than the Tenth day of the following month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made by the Owner not later than Forty-five ( 45 ) days after the Architect receives the Application for Payment. § 5.1.4 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applicat ions for Payment. § 5.1.5 Applications for Payment shall indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. § 5.1.6 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: .1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the schedule of values, less retainage of Five percent ( AIA Document A101 TM -1997. Copyright © 1915, 1918, 1925, 1937, 1951 1958, 1961, 1963, 1967, 1974, 1977, 1980, 1987, 1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:04:36 on 01/26/2005 under Order No.1000107017_1 which expires on 3/21/05, and is not for resale. User Notes: (1738751482) 5.00% ). Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute shall be included as provided in Section 7.3.8 of AIA Document A201-1997; .2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing), less retainage of Five percent ( 5.00% ); .3 Subtract the aggregate of previous payments made by the Owner; and .4 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201-1997. § 5.1.7 The progress payment amount determined in accordance with Section 5.1.6 shall be further modified under the following circumstances: .1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to the full amount of the Contract Sum, less such amounts as the Architect shall determine for incomplete Work, retainage applicable to such work and unsettled claims; and (Section 9.8.5 of AIA Document A201-1997 requires release of applicable retainage upon Substantial Completion of Work with consent of surety, if any.) .2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Contractor, any additional amounts payable in accordance with Section 9.10.3 of AIA Document A201-1997. § 5.1.8 Reduction or limitation of retainage, if any, shall be as follows: (If it is intended, prior to Substantial Completion of the entire Work, to reduce or limit the retainage resulting from the percentages inserted in Sections 5.1.6.1 and 5.1.6.2 above, and this is not explained elsewhere in the Contract Documents, insert here provisions for such reduction or limitation.) 1 N/A § 5.1.9 Except with the Owner's prior approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. § 5.2 FINAL PAYMENT § 5.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when: .1 the Contractor has fully performed the Contract except for the Contractor's responsibility to correct Work as provided in Section 12.2.2 of AIA Document A201-1997, and to satisfy other requirements, if any, which extend beyond final payment; and .2 a final Certificate for Payment has been issued by the Architect. § 5.2.2 The Owner's final payment to the Contractor shall be made no later than 30 days after the issuance of the Architect's final Certificate for Payment, or as follows: Retainage shall be paid when the Contractor has submitted, and the Architect approved, a Certificate of Payment for release of retainage and the Owner has received all materials and certifications as required in Section 00800, Article 9, paragraph 9.10.2 of the Specifications. ARTICLE 6 TERMINATION OR SUSPENSION § 6.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A201-1997. AIA Document A101 TM - 1997. Copyright © 1915, 1918, 1925, 1937, 1951A 1958, 1961, 1963, 1967, 1974, 1977, 1980, 1987, 1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA5 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:04:36 on 01/26/2005 under Order No.1000107017_1 which expires on 3/21/05, and is not for resale. User Notes: (1738751482) § 6.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-1997. ARTICLE 7 MISCELLANEOUS PROVISIONS § 7.1 Where reference is made in this Agreement to a provision of AIA Document A201-1997 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 7.2 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, if any.) ( ) per annum (Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner's and Contractor's principal places of business, the location of the Project and elsewhere may affect the validity of this provision. Legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.) § 7.3 The Owner's representative is: (Name, address and other information) Robert A. Wardell Wardell Architects, P.S. 509 West Chestnut Yakima, WA 98902 § 7.4 The Contractor's representative is: (Name, address and other information) Mike Ross Mountain States Construction Co. PO Box 918 803 Scoon Road Sunnyside, WA 98944 § 7.5 Neither the Owner's nor the Contractor's representative shall be changed without ten days written notice to the other party. § 7.6 Other provisions: ARTICLE 8 ENUMERATION OF CONTRACT DOCUMENTS § 8:1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated as follows: § 8.1.1 The Agreement is this executed 1997 edition of the Standard Form of Agreement Between Owner and Contractor, AIA Document A101-1997. § 8.1.2 The General Conditions are the 1997 edition of the General Conditions of the Contract for Construction, AIA Document A201-1997. § 8.1.3 The Supplementary and other Conditions of the Contract are those contained in the Project Manual dated November 15, 2004 , and are as follows AIA Document A101 TM -1997. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1980, 1987, 1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:04:36 on 01/26/2005 under Order No.1000107017_1 which expires on 3/21/05, and is not for resale. User Notes: (1738751482) Document Title Pages See Attachment "A" § 8.1.4 The Specifications are those contained in the Project Manual dated as in Section 8.1.3, and are as follows: (Either list the Specifications here or refer to an exhibit attached to this Agreement.) Title of Specifications exhibit: Attachment "A" § 8.1.5 The Drawings are as follows, and are dated November 15, 2004 unless a different date is shown below: (Either list the Drawings here or refer to an exhibit attached to this Agreement.) Title of Drawings exhibit: Attachment "A" § 8.1.6 The Addenda, if any, are as follows: Number Date Pages Addendum No. 1 1/5/05 13 Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 8. § 8.1.7 Other documents, if any, forming part of the Contract Documents are as follows: (List here any additional documents that are intended to form part of the Contract Documents. AIA Document A201- 1997 provides that bidding requirements such as advertisement or invitation to bid, Instructions to Bidders, sample forms and the Contractor's bid are not part of the Contract Documents unless enumerated in this Agreement. They should be listed here only if intended to be part of the Contract Documents.) This Agreement is entered into as of the day and year first written above and is executed in at least three original copies, of which one is to be delivered to the Contractor, one to t e chitect for r:` n the administration of the Contract, and the remainder to the Owner. OWNER (Signature) Lt.n f (Printed name and title) CITY CONTRAC T NO: --/g'3 RESOLUTION NO: A7'aX /"`5-- itle) AIA Document A101 TM - 1997. Copyright © 1915, 1918, 1925, 1937, 1951 1958, 1961, 1963, 1967, 1974, 1977, 1980, 1987, 1991 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA°f Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 17:04:36 on 01/26/2005 under Order No.1000107017_1 which expires on 3/21/05, and is not for resale. User Notes: (1738751482) Yakima Transit Center Addition Contract Attachment "A" January 31, 2005 INDEX Part I BIDDING AND GENERAL REQUIREMENTS (Division 0) 00010 Invitation to Bid 00100 Instruction to Bidders 00200 Bid Form Bidders Check List Non -Collusion Declaration Non -Discrimination Provision Bidders Certification Subcontractor Certification 00500 General Contract (AIA A101 Reference) Performance Bond Form Informational Certificate of Insurance 00700 General Conditions (AIA A201 Reference) 00800 Supplementary General Conditions Certificate of Compliance Form 00900 Special Conditions / Minority and Women's Business Enterprise Policy PART II CONTRACT REQUIREMENTS (Division 1) 01010 Summary of the Work 01200 Project Meetings 01300 Submittals 01311 Prevailing Wages 01500 Temporary Facilities 01631 Product Substitutions 01731 Cutting and Patching 01770 Cleanup and Project Closeout PART III TECHNICAL SPECIFICATIONS Division 2: Sitework 02070 Selective Demolition 02200 Earthwork Division 3: Concrete 03300 Cast -in -Place Concrete Division 4: Masonry No Work Division 5: Metals 05500 Metal Fabrications 1139.00 p. 1 Yakima Transit Center Addition Contract Attachment "A" January 31, 2005 Division 6: Wood and Plastic 06100 Rough Carpentry 06200 Finish Carpentry and Casework Division 7: Thermal and Moisture Protection 07210 Building Insulation 07241 Exterior Insulation and Finish Systems 07410 Manufactured Roof Panels 07620 Sheet Metal Flashing and Trim 07920 Joint Sealants Division 8: 08110 08211 08520 08522 08710 08800 Division 9: Doors and Windows Steel Doors and Frames Flush Wood Doors Aluminum Windows Specialty Windows Finish Hardware Glass and Glazing Finishes 09255 Gypsum Wallboard Assemblies 09511 Acoustical Panel Ceilings 09650 Resilient Flooring and Base 09680 Carpet 09900 Painting Division 10: None Division 11: None Division 12: 12490 Specialties Equipment Furnishings Horizontal Louver Blinds Division 13 and 14: No Work Division 15: Mechanical 15000 HVAC System 1139.00 p. 2 Yakima Transit Center Addition Contract Attachment "A" January 31, 2005 Division 16: Electrical 16000 PART IV DRAWINGS Electrical, General SCHEDULES AND DETAILS Materials List Room Finish Schedule Door Types General Structural Notes Architectural Details C-1 Site Plan & Site Demolition Plans A-1 Foundation and Roof Framing Plans A-2 Floor, Roof and Reflected Ceiling Plans A-3 Exterior Elevations A-4 Building Section A-5 Shear Wall Elevations M-1 Mechanical HVAC Plan and Notes E-1 Electrical Lighting and Power/Data Plan 1139.00 P. 3 \� %� ® -17 Document B151TM-1997 Abbreviated Standard Form of Agreement Between Owner and Architect 1 AGREEMENT made as of the Seventh day of December in the year Two Thousand and Four (In words, indicate day, month and year) BETWEEN the Architect's client identified as the Owner: (Name, address and other information) City of Yakima 129 North 2nd Street Yakima, WA 98901 and the Architect: (Name, address and other information) Wardell Architects, P.S. 509 West Chestnut Yakima, WA 98902 For the following Project: (Include detailed description of Project) Yakima Transit Center Addition East Chestnut and South 4th Street Yakima, WA 98901 An approximately 380 SF addition to the Transit Transfer Facility. The Owner and Architect agree as follows. ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document 8151 TM -1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. AIA5 Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under document was produced by AIA software at 09:40:26 on 12/01/2004 under Order No.1000107017_1 which expires on 3/21/05, and is not User Notes: WARNING: This AIA'5 Document, or the law. This for resale. (102228758) 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 Section 11.5.1. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES § 2.1 DEFINITION The Architect's Basic Services consist of those described in Sections 2.2 through 2.6 and any other services identified in Article 12 as part of Basic Services, and include normal structural, mechanical and electrical engineering services. § 2.2 SCHEMATIC DESIGN PHASE § 2.2.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner. § 2.2.2 The Architect shall provide a preliminary evaluation of the Owner's program, schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth in Section 5.2.1. § 2.2.3 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 § 2.3.1 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, 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. § 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. AIA Document B151 TM -1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any portion of it. may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:40:26 on 12/01/2004 under Order No.1000107017_1 which expires on 3/21/05, and is not for resale. User Notes: (102228758) § 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. § 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 60 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 A201, 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 Section 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 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. AIA Document B151 TM - 1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it. may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:40:26 on 12/01/2004 under Order No.1000107017_1 which expires on 3/21/05, and is not for resale. User Notes: (102228758) § 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 Section 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 (1) 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 (1) 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. § 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 determining 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 supporting documentation and data if deemed necessary by the Architect as provided in Sections 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 revie w and records, written warranties and related documents required by the Contract Documents and assembled by the AIA Document B151TM-1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAa Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:40:26 on 12/01/2004 under Order No.1000107017_1 which expires on 3/21/05, and is not for resale. User Notes: (102228758) 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 within 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 drawings. 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. § 2.6.18 The Architect's decisions on claims, disputes or other matters in question b etween the Owner and Contractor, except for those relating to aesthetic effect as provided in Section 2.6.17, shall be subject to mediation and 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 Sections 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 Section 3.3 are required due to circumstances beyond the Architect's control, the Archite ct shall notify the Owner prior to commencing such services. If the Owner deems that such services described under Section 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 § 3.2.1 If more extensive representation at the site than is described in Section 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 budge t; .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 AIA Document B151TM- 1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAa Document, or any portion of it. may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:40:26 on 12/01/2004 under Order No.1000107017_1 which expires on 3/21/05, and is not for resale. User Notes: (102228758) § 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 Section 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. § 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 Owner's 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. AIA Document 8151 TM -1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:40:26 on 12/01/2004 under Order No.1000107017_1 which expires on 3/21/05, and is not for resale. User Notes: (102228758) § 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 60 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, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate recommendations. § 4.6 The Owner shall furnish the services of consultants other than those designated in Section 4.5 when such services are requested by the Architect and are 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. AIA Document B151 TM -1997. Copyright ©1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any portion of it. may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09.40:26 on 12/01/2004 under Order No.1000107017_1 which expires on 3/21/05, and is not for resale. User Notes: (102228758) § 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 Sections 4.4 through 4.8 shall be furnished at the Owner's expense, and the Arch itect 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 responsibility of the Owner as provided in Article 4. § 5.2 RESPONSIBILITY FOR CONSTRUCTION COST § 5.2.1 Evaluations of the Owner's Project budget, the preliminary estimate of Construction Cost and detailed estimates of Construction Cost, if any, prepared by the Architect, represent the Architect's judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, or over competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Architect. § 5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal or establishment of a Project budget, 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 Section 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 Section 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 Section 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 AIA Document B151 TM - 1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIAx Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this Ale Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:40:26 on 12/01/2004 under Order No.1000107017_1 which expires on 3/21/05, and is not for resale. User Notes: (102228758) 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 Section 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. § 6.3 Except for the licenses granted in Section 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 Section 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 § 7.1.2 § 7.2 ARBITRATION § 7.2.1 (Paragraphs deleted) ARTICLE 8 TERMINATION OR SUSPENSION § 8.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension AIA Document B151 TM -1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA5 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:40:26 on 12/01/2004 under Order No.1000107017_1 which expires on 3/21/05, and is not for resale. User Notes: (102228758) of performance of services under this Agreement. If the Architect elects to suspend services, prior to suspension of services, the Architect shall give seven days' written notice to the Owner. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 8.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 8.3 If the Project is suspended or the Architect's services are suspended for more than 90 consecutive days, the Architect may terminate this Agreement by giving not less than seven days' written notice. § 8.4 This Agreement may be terminated by either party upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 8.5 This Agreement may be terminated by the Owner upon not less than seven days' written notice to the Architect for the Owner's conveni ence and without cause. § 8.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Section 8.7. § 8.7 Termination Expenses are in addition to compensation for the services of the Agreement and include expenses directly attributable to termination for which the Architect is not otherwise compensated, plus an amount for the Architect's anticipated profit on the value of the services not performed by the Architect. ARTICLE 9 MISCELLANEOUS PROVISIONS § 9.1 This Agreement shall be governed by the law of the principal place of business of the Architect, unless otherwise provided in Article 12. § 9.2 Terms in this Agreement shall have the same meaning as those in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. § 9.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion 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. In no event shall such statutes of limitations commence to run any later than the date when the Architect's services are substantially completed. § 9.4 To the extent damages are covered by property insurance during construction, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. § 9.5 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, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to an institutional lender providing financing for the Project. In such event, the lender shall assume the Owner's rights and AIA Document B151 TM -1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA" Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this Ale Document, or any portion of it. may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:40:26 on 12/01/2004 under Order No.1000107017_1 which expires on 3/21/05, and is not for resale. User Notes: (102228758) obligations under this Agreement. The Architect shall execute all consents reasonably required to facilitate such assignment. § 9.6 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. § 9.7 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. § 9.8 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 exposure of persons to hazardous materials or toxic substances in any form at the Project site. § 9.9 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. § 9.10 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. The Architect shall not be required to execute certificates that would require knowledge, services or responsibilities beyond the scope of this Agreement. 9.11 The Architect is responsible to the Owner for errors and omissions resulting from the services performed under this Agreement by consultants retained for this project. ARTICLE 10 PAYMENTS TO THE ARCHITECT § 10.1 DIRECT PERSONNEL EXPENSE 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 contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions. § 10.2 REIMBURSABLE EXPENSES § 10.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Architect and Architect's employees and consult ants directly related to the Project, as identified in the following Clauses: .1 transportation in connection with the Project, authorized out-of-town travel and subsistence, and electronic communications; .2 fees paid for securing approval of authorities having jurisdiction over the Project; .3 reproductions, plots, standard form documents, postage, handling and delivery of Instruments of Service; .4 expense of overtime work requiring higher than regular rates if authorized in advance by the Owner; . 5 renderings, models and mock-ups requested by the Owner; . 6 expense of professional liability insurance dedicated exclusively to this Project or the expense of additional insurance coverage or limits requested by the Owner in excess of that normally carried by the Architect and the Architect's consultants; .7 reimbursable expenses as designated in Article 12; .8 other similar direct Project -related expenditures. § 10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES § 10.3.1 An initial payment as set forth in Section 11.1 is the minimum payment under this Agreement. § 10.3.2 Subsequent payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Section 11.2.2. AIA Document B151 TM -1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAa Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:40:26 on 12/01/2004 under Order No.1000107017_1 which expires on 3/21/05, and is not for resale. User Notes: (102228758) § 10.3.3 If and to the extent that the time initially established in Section 11.5.1 of this Agreement is exceeded or extended through no fault of the Architect, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Section 11.3.2. § 10.3.4 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 11.2.2, based on (1) the lowest bona fide bid or negotiated proposal, or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such portions of the Project. § 10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES Payments on account of the Architect's Additional Services and for Reimbursable Expenses shall be ma de monthly upon presentation of the Architect's statement of services rendered or expenses incurred. § 10.5 PAYMENTS WITHHELD No deductions shall be made from the Architect's compensation on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the Work other than those for which the Architect has been adjudged to be liable. § 10.6 ARCHITECT'S ACCOUNTING RECORDS Records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized representative at mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: § 11.1 An Initial Payment of Zero Dollars and Zero Cents ($ 0.00) shall be made upon execution of this Agreement and credited to the Owner's account at final payment. § 11.2 BASIC COMPENSATION § 11.2.1 For Basic Services, as described in Article 2, and any other services included in Article 12 as part of Basic Services, Basic Compensation shall be computed as follows: (Insert basis of compensation, including stipulated sums, multiples or percentages, and identify phases to which particular methods of compensation apply, if necessary.) On a time and expense basis not to exceed Twenty-one thousand and no/100 dollars ($ 21,000.00) without prior written authorization. § 11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost, progress payments for Basic Services in each phase shall total the following percentages of the total Basic Compensation payable: 1 (Insert additional phases as appropriate.) N/A Schematic Design Phase: percent ( %) Design Development Phase: percent ( %) Construction Documents Phase: percent ( %) Bidding or Negotiation Phase: percent ( %) Construction Phase: percent ( %) (Paragraph deleted) Total Basic Compensation one hundred percent ( 100.00 %) AIA Document 8151 TM -1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAQ9 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:40:26 on 12/01/2004 under Order No.1000107017_1 which expires on 3/21/05, and is not for resale. User Notes: (102228758) § 11.3 COMPENSATION FOR ADDITIONAL SERVICES § 11.3.1 For Project Representation Beyond Basic Services, as described in Section 3.2, compensation shall be computed as follows: On a time and expense basis as follows: Principals $95.00 per hour Project Architects $65.00 per hour Technical $50.00 per hour Clerical $35.00 per hour Expenses shall be billed at one and one-tenth (1.1) times actual invoice. § 11.3.2 For Additional Services of the Architect, as described in Articles 3 and 12, other than (1) Additional Project Representation, as described in Section 3.2, and (2) services included in Article 12 as part of Basic Services, but excluding services of consultants, compensation shall be computed as follows: (Insert basis of compensation, including rates and multiples of Direct Personnel Expense for Principals and employees, and identify Principals and classify employees, if required. Identify specific services to which particular methods of compensation apply, if necessary.) On a time and expense basis as follows: Principals $95.00 per hour Project Architects $65.00 per hour Technical $50.00 per hour Clerical $35.00 per hour Expenses shall be billed at one and one-tenth (1.1) times actual invoice. § 11.3.3 For Additional Services of Consultants, including additional structural, mechanical and electrical engineering services and those provided under Section 3.4.19 or identified in Article 12 as part of Additional Services, a multiple of One and one-tenth ( 1.10 ) times the amounts billed to the Architect for such services. (Identify specific types of consultants in Article 12, if required.) § 11.4 REIMBURSABLE EXPENSES For Reimbursable Expenses, as described in Section 10.2, and any other items included in Article 12 as Reimbursable Expenses, a multiple of One and one-tenth ( 1.10 ) times the expenses incurred by the Architect, the Architect's employees and consultants directly related to the Project. § 11.5 ADDITIONAL PROVISIONS § 11.5.1 If the Basic Services covered by this Agreement have not been completed within Twelve ( 12 ) months of the date hereof, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as provided in Sections 10.3.3 and 11.3.2. § 11.5.2 Payments are due and payable Thirty ( 30 ) days from the date of the Architect's invoice. Amounts unpaid Forty-five ( 45 ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of interest agreed upon.) 1 1.50% monthly (Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws and other regulations at the Owner's and Architect's principal places of business, the location of the Project and elsewhere may affect the validity of this provision. Specific legal advice should be obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.) § 11.5.3 The rates and multiples set forth for Additional Services shall be adjusted in accordance with the normal salary review practices of the Architect. AIA Document B151 TM - 1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. AU rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:40:26 on 12/01/2004 under Order No.1000107017_1 which expires on 3/21/05, and is not for resale. User Notes: (102228758) ARTICLE 12 OTHER CONDITIONS OR SERVICES (Insert descriptions of other services, identify Additional Services included within Basic Compensation and modifications to the payment and compensation terms included in this Agreement.) Article 7: Delete in its entirety. This Agreement entered into as of the day and year first written above. OWNER (Signature) (Si: ' atu Richard A. Zais, Jr. (Printed name and title) l 2—cl CITY coNTRAc r no: a 40LI-43.3 RESOLUTION N0: a-004 - 1 6 cp s A. Wardell (Printed name and title) AIA Document 8151 TM -1997. Copyright © 1974, 1978, 1987 and 1997 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA Document, or any portion of it. may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 09:40:26 on 12/01/2004 under Order No.1000107017_1 which expires on 3/21/05, and is not for resale. User Notes: (102228758) ITEM TITLE: SUBMITTED BY: BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. E For Meeting of December 7, 2004 A Resolution authorizing an Architectural Services Agreement with Wardell Architects for modifications to the Transit Center Chris Waarvick, Director of Public Works Richard Wonner, Fleet and Facilities Manager Ken Mehin, Transit Manager CONTACT PERSON/TELEPHONE: Ken Mehin 576-6415 Gary Pira 576-6422 SUMMARY EXPLANATION: Staff respectfully requests City Council approval of the attached Resolution authorizing the execution of a professional services agreement from Wardell Architects for Transit Transfer Center modifications. Wardell Architects, a Yakima firm, was awarded a contract to provide professional architectural services to our Transit Division last fall for the construction of a "tire storage facility" at the City's Public Works facility on Fruitvale Boulevard. Because higher than anticipated construction and commodity prices shelved that project, an alternative option was to expand the downtown Transit Center through funding supplied by an old Federal Transit Administration grant. It was oversight that assumed the existing "tire storage" contract would suffice for this alternative to add 300 square feet to the downtown Transit Center building, and expenses have been incurred without the appropriate contract tool. This contract remedies the situation. (Continued on next page.) Resolution X Ordinance _ Other (Specify) AIA Agreement Funding Source: Transit Capital Reserve Budget w/Supplemental Funding Provided by the Federal Transit Administration on an Old Grant (1998 monies) $21,000 for Professional Services APPROVED FOR SUBMITTAL: ��� City Manager STAFF RECOMMENDATION: Staff respectfully requests the City Council to adopt the Resolution authorizing the approval of the contract for architectural services between the City of Yakima and Wardell Architects for the modification of the downtown Transit Center. BOARD/COMMISSION RECOMMENDATION: Council Transit Committee members discussed the contract arrangement during their November 17, 2004 session and approved moving the Transit Transfer Station project forward. COUNCIL ACTION: Resolution adopted. RESOLUTION NO. R-2004-185 November 30, 2004 Chris Waarvick, Director City of Yakima Public Works 2301 Fruitvale Blvd. Yakima, WA 98902 Re: Yakima Transit Center Addition Project No. 1139.00 Dear Chris The following is a recap of our professional services for the addition at the Transit Center. As you are aware, our involvement in this project grew out of our design for a storage facility at the Public Works site, which you elected not to construct. We have also noted the fee amount associated with each activity. o Feasibility ($ 4,500): We were asked to review the existing transit center site and determine the feasibility of adding office and ticket sales space to the Driver's Break Building. o Design ($ 4,500): We developed design concepts to include office space for a police officer and transit ticket sellers and met on site with Yakima Police Department Sergeant Hittle and transit representatives. Rider comfort issues included the need for broad roof overhangs to protect ticket customers from rain and snow. Site security issues included the need for additional windows for better views of the entire site, access doors on both sides of the building, and space to question and briefly detain persons thought to be interfering with Transit Center operations or users. o Contract Documents ($ 6,250 including consultants): We have prepared complete drawings and specifications for bidding the construction work in accord with state bidding law. We utilized the services of electrical and structural consultants. Structural modifications to the building have proved to be more complex than one would expect for a project of this size. The original building was relatively inexpensive and this addition, not contemplated when the Center was designed, necessitated structural modifications for earthquake loads and to accommodate the wind uplift resulting from the new roof overhangs. o Bidding Services ($ 750): We will advertise the project for bidding, hold a pre-bid site inspection visit for potential bidders, answer questions and recommend action once bids are publically opened. o Construction Administration ($ 5,000): We will provide services as we have for previous City projects, including: o Tracking budget (both construction and soft costs); 509 W. Chestnut • Yakima • WA • 98902 phone 509.453.3693 • fax 509.453.1336 C. Waarvick Letter 11/23/04 p. 2 o Visiting the site to note progress, including regular scheduled meetings with the Contractor; o Processing submittals and answering construction questions; o Reviewing the project schedule and the Contractor's monthly pay applications and recommending payment in accord with the contract; o Issue a final "Punch List" of outstanding items and approve acceptance of the building once it is completed; o Schedule and hold a final warranty walk-through one year after substantial completion. As we understand it, the Transit Center Addition is intended to assist in accomplishing two elements: o Provide improved service to riders, and o Provide increased security for riders and drivers. The on-site ticket sales are a service and the increased site activity will in itself increase security. Providing better visibility, camera surveillance space and a work area for the YPD Transit officer will of course add to security as well. Please contact us should you have questions or comments. We look forward to successfully completing the project. Lois A. Wardell, AIA President